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General Commercial Terms and Conditions for Wholesale

These General Commercial Terms and Conditions for Wholesale (hereinafter "Terms and
Conditions”) apply to contracts concluded via the online CBD CODE shop placed on the
Web Interface (hereinafter "Web Interface ) by and between

our company,

CBD code s.r.o., headquartered at Lidicka 700/19, Veven, 602 00 Brno;

ID: 04380380;

ID VAT: CZ04380380;

incorporated in the Business Register of the Regional Court of Brno; Section C; File 89613;

Postal address: Lidicka 700/19, Veven, 602 00 Brno

Telephone number: 00421 905 792 100

Contact e-mail:

as “Seller

and an entrepreneur or a legal entity
as the Buyer.

(Both hereinafter jointly referred to as “Parties”).

1. Introductory Provisions

1.1.     These Terms and Conditions define and specify the basic rights and obligations of the Parties in concluding the contract of sale of goods, or any other contract contained herein (hereinafter collectively referred to as “Contract”) via the Web Interface.

1.2.     Provisions of the Terms and Conditions are an integral part of the Contract. Provisions diverging from Terms and Conditions can be agreed upon in the Contract. Different arrangements contained in the Contract shall prevail over the provisions of Terms and Conditions. The text of Terms and Conditions may be modified or supplemented by Seller. Rights and obligations of Parties are always governed by the text of Terms and Conditions, under effectiveness of which they were established. Rights and obligations of the Parties shall be further governed by Complaint Rules, the Terms of Use of the Web Interface, and conditions and instructions given on the Web Interface, especially when concluding the Contract. In the matters not regulated herein, the relationship between the Parties shall be governed by legislation, especially by the Act No. 89/2012 Coll., Civil Code, as amended (hereinafter “Civil Code”).

1.3.     The Contract and Terms and Conditions were developed in the Czech language. The Contract can be concluded in the Czech language, unless Parties explicitly agree to another language.

1.4.     These Terms and Conditions apply to buyers, who are entrepreneurs, and to legal persons. These Terms and Conditions shall not apply to Contracts concluded with the consumers; these shall be governed by General Commercial Terms and Conditions for Retail. In matters not governed by these Terms and Conditions for Wholesale, relationships are governed similarly upon the conditions laid down in the General Commercial Terms and Conditions for Retail, except for provisions to protect consumers.

1.5.     By sending an order, the Buyer confirms that he/she has been acquainted with Terms and Conditions, and the General Commercial Terms and Conditions for

2. Order and Contract Conclusion

2.1.     The Web Interface contains a list of goods, including descriptions of the main characteristics of the individual components. Presentation of goods indicated on the Web Interface is informative, and it is not a proposal of Seller for concluding a contract under par. 1732 (2) of the Civil Code. For the Contract to be concluded, the Buyer has to place an order, and the order has to be accepted by Seller.

2.2.     Buyer shall place the order via the Web Interface or by phone or e-mail. The order must always contain the name of the ordered goods (or numerical designation of goods), the number of pieces of the goods, the chosen methods of payment and shipping, and the contact information of the Buyer (the name and surname or the company name, identification number, mailing address, telephone number, and the e-mail address). The Buyer is also obliged to prove that it is an entrepreneur, by sending a copy of the trade license or other license or certificate of incorporation to the contact e-mail of the Seller.

2.3.     Seller is not obliged to confirm a receipt of the order. Unconfirmed order is not binding for the Seller. Seller is entitled to verify the order if having any doubts regarding the authenticity and seriousness thereof. Seller may refuse the unverified order.

2.4.     The Contract is concluded at the moment, when the Buyer received the acceptance of the binding order from the Seller; otherwise, the Contract shall be concluded at the moment, when the Buyer paid the entire purchase price.

2.5.     In case of cancellation of the order by the Buyer, the Seller is entitled to a cancellation fee of 50% of the price of goods.

3. Terms of Delivery

3.1.     Seller must deliver the goods to the Buyer in the agreed manner, properly packaged and equipped with the necessary documents. The necessary documents are, in particular, instruction manuals, certificates and other documents necessary for the acceptance and use of goods. Unless otherwise agreed, the documents are provided in the Czech language.

3.2.     Upon agreement of the Parties, the Seller may arrange for the transport for the Buyer, and insurance of the goods during transport. Buyer is obliged to pay the price of transport and insurance under applicable fares of the carrier. The delivery of goods to the Buyer shall be deemed to take place upon the handover of the goods to the first carrier. By delivering the goods, the risk of damage to the goods passes to the Buyer.

3.3.      Before taking over the goods, the Buyer is obliged to check the integrity of the package and immediately inform the carrier of any defects. A protocol of defects shall be draw up. If the protocol of defects is not drawn up, the Buyer loses the rights arising from the corrupt package of the goods.

3.4.      Immediately upon receipt of the goods, the Buyer is obliged to inspect goods and, in particular, it is obliged to check the quantity of goods and their completeness. If finding any discrepancy, it is obliged to notify the Seller without undue delay, but no later than two (2) working days of the receipt of goods. Buyer is obliged to document any identified defects in the appropriate manner, and send such documentation to the Seller together with the notification of the

4. Payment Terms

4.1.      Buyer has the option to pay the purchase price for the goods to the Seller, in addition to other methods listed in the Web Interface or individually agreed, also by one of the following methods:

-       Cashless by credit card before the goods are delivered;

-       Cashless by transfer to our bank account before the goods are delivered (you will receive instructions in the order acceptance).

Seller is entitled not to allow the payment for goods after delivery. This payment method is usually reserved for regular customers. Unless otherwise agreed, the invoice will be attached to the goods together with the delivery note.

4.2.      In case of a cashless payment, the price shall be payable within five (5) days of the order acceptance, unless agreed by Parties otherwise. The obligation of the Buyer to pay the price for the goods shall be met, in case of a cashless payment, at the time when the appropriate amounts credited the bank account of the Seller.

4.3.      In case of a failure to comply with the due date under these Terms and Conditions, the Buyer may be charged an interest on late payment amounting to 0.5% of the outstanding amount per each day of delay. Seller's right to compensation for the damage incurred by the Buyer due to the delay shall not be affected thereby.

4.4.      In the event of Buyer's delay in payment of goods, the Seller is also entitled to suspend further deliveries of goods agreed, until the payment of all outstanding obligations of the Buyer.

4.5.      Payment of goods can be made in Czech Crowns (CZK) or Euros (EUR).

5. Withdrawal from the Contract

5.1.      Until the receipt of goods by the Buyer, the Seller may at any time withdraw from the Contract. In this case, the Seller shall return to the Buyer the purchase price that has been paid by the Buyer, via a bank transfer to the account notified to it by the Buyer for this purpose, or the account, from which the funds were remitted to pay the purchase price (if Buyer has not informed the Seller of any within five (5) days from the withdrawal).

5.2.     Seller is also entitled to withdraw from the Contract, if the Buyer is in arrears with payment of the purchase price for more than four (4) weeks.

5.3.     Buyer is entitled to withdraw from the Contract, if the Seller is in delay in delivering the goods for longer than four (4) weeks from the agreed delivery

5.4.     Buyer is entitled to withdraw from the Contract in relation to goods, which have been delivered properly, on time and without defects.

5.5.     The withdrawal must be in writing and, in cases of contracts concluded by electronic means, also electronically. Withdrawal from the Contract is effective upon delivery of the notice of withdrawal to the other Party.

5.6.     If any gift was given along with the goods, the gift agreement shall cease to exist upon withdrawal from the Contract by either Party.

6. Rights of Defective Performance

6.1.     Conditions applicable to the exercise of the rights of the defective performance and the warranty liability shall be governed by the Complaints Procedure of the Seller

7. Protection of Trade Secret and Trade Policy of the Seller

7.1.     When negotiating the Contract and performance thereof, such data may be disclosed to the Buyer that is identified as confidential, or confidentiality of which follows from their nature. In relation to such data, Buyer agrees, in particular, to:

  • Kept it confidential;
  • Never disclose it to another person without the consent of the Seller;
  • Not use it for any purpose other than to perform the Contract;
  • Not use it in any other damaging way.

7.2.     Furthermore, the Buyer agrees not to make, without the consent of the Seller, copies of documents supplied to it by the Seller.

8. Final Provisions

8.1.     If the relationship associated with the use of the Web Interface, or a legal relationship based upon the Contract, includes an international (foreign) element, then the Parties agree that the relationship will be governed by Czech law.

8.2.     If any provision of these Terms and Conditions becomes, or will become, invalid or ineffective or unusable, such invalid provision shall be replaced by a provision, the meaning of which comes closest to the invalid provision. The invalidity, ineffectiveness or unusability of any provision shall not affect the validity of the remaining provisions. Any amendments and supplements to the Contract or Terms and Conditions require written forms.

These Terms and Conditions shall be valid and effective from 01.07.2016.