General Terms and Conditions of Lipa 47 s.r.o.

1. GENERAL PROVISIONS

1. General Terms and Conditions: these General Terms and Conditions (the “General Terms and Conditions”) determine a certain part of the content of the purchase contract concerning the goods concluded between Lipa 47 s.r.o., ID No.: 032 48 771, with registered office at Šumavská 763/3, Liberec III – Jeřáb, 460 07 Liberec, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, under file No. C 34457 (the “Seller”), as the Seller, and another legal entity or natural person acting as an entrepreneur or in the independent exercise of his profession, as the Buyer (the “Buyer”) (the Seller and the Buyer hereinafter jointly referred to as “Parties” and each of them individually as “Party”). Unless the Parties expressly agree otherwise in writing, these General Terms and Conditions shall be binding on both Parties. The Buyer acknowledges and understands that the Seller sells glassware under the Anna Von Lipa brand and that it operates and maintains a website located at www.annavonlipa.com (the “Website”) through a website interface (the “Web Interface”). B2B sale is for Buyers who purchase Goods for resale under the conditions set out in these General Terms and Conditions.
2. Buyer’s Terms and Conditions: The Seller is not bound by any general or other terms and conditions of the Buyer or any other third party, and these terms and conditions of the Buyer or any other third party shall in no way apply to and shall not be binding on the Purchase Agreement and/or the business relationship with the Seller unless the Seller has expressly accepted these terms and conditions of the Buyer or any other third party in writing.
3. Form of legal acts: if a written form is required for the binding effect of a legal act performed under or in connection with the Purchase Contract or these General Terms and Conditions, the persons entitled to do so must perform it by letter or e-mail. If a legal act performed by electronic mail does not contain a valid electronic signature, it must be confirmed without undue delay by a letter containing the original document sent by the Party performing the act; otherwise the other Party may not consider the act binding.

 

2. REGISTRATION PROCESS

1. Registration

A business relationship can only be established between the Seller and the Buyer after registration of the Buyer has been approved by the Seller, without which it is not possible to create a purchase order on Web Interface. The Buyer’s registration takes place via the Web Interface. By submitting the registration data, the Buyer is not automatically entitled to register or to purchase Goods for the Seller’s wholesale price list determined for B2B Buyers (the “Seller’s B2B Price List”). The Seller reserves the right to select Buyers who shall be allowed to register and purchase the Goods for the Seller’s B2B Price List.

The Buyer is required to provide all information truthfully. The Buyer enters into the registration voluntarily, of its own free will and has the right to request the Seller to cancel it completely at any time.

2. Cancellation of registration

The Buyer must send the request for cancellation of the registration by e-mail to the Seller’s e-mail address, preferable from the same e-mail address as the Buyer provided during the registration. The Seller shall cancel the Buyer’s registration within 15 business days as of the receipt of the cancellation request, except in the case of sudden circumstances beyond the Seller’s control (non-functionality of the Web Interface, vis major etc.).

 

3. CONCLUSION OF THE PURCHASE CONTRACT

1. Proposal for the conclusion of the purchase contract. Upon receipt of the Purchase Order through the Web Interface from the Buyer by the Seller, the Buyer shall be deemed to have duly acquainted himself with the quality parameters of the products guaranteed by the Seller, which are available on the Website (the “Guaranteed Quality Parameters”), before sending the Purchase Order. These General Terms and Conditions and the Guaranteed Quality Parameters shall form an integral part of the Seller’s Order Confirmation and all amendments and changes related to such Order Confirmation. The Seller shall be entitled to deviate from these General Conditions and/or the Guaranteed Quality Parameters in its Order Confirmation. In such case, the Order Confirmation shall prevail over the General Terms and Conditions and/or the Guaranteed Quality Parameters. The Order Confirmation shall be binding on the Seller for a period of 15 days from its delivery to the Buyer. The Seller reserves the right to revoke the Order Confirmation even during the 15-day period for the Buyer’s binding acceptance of the Order Confirmation, but in any case no later than the delivery of the Buyer’s acceptance of the Order Confirmation to the Seller.
2. Acceptance of the Order Confirmation: the Buyer is obliged to deliver through the Web Interface a complete and unconditional written acceptance of the Order Confirmation within 15 days of receipt of the Order Confirmation from the Seller, otherwise no Purchase Contract shall be concluded between the Parties. Unless the Parties agree otherwise in writing, the Purchase Contract shall be concluded at the moment when the complete and unconditional written acceptance of the Order Confirmation by the Buyer is received by the Seller within the 15-day acceptance period. These General Conditions and the Guaranteed Quality Parameters form an integral part of the Purchase Contract. In the event of a conflict between the Purchase Agreement and the General Terms and Conditions, or between the Purchase Agreement and the Guaranteed Quality Parameters, the Purchase Agreement shall prevail. In the event of a conflict between the General Terms and Conditions and the Guaranteed Quality Parameters, the General Terms and Conditions shall prevail.
3. Modification of Order Confirmation: if the Buyer accepts the Order Confirmation submitted by the Seller only partially or if he partially rejects it, it is considered a modification of the Order Confirmation and no purchase contract is concluded. The conclusion of the Purchase Contract requires the full and unconditional acceptance by the Seller of the amended proposal for the conclusion of the Purchase Contract (Order Confirmation with changes from the Buyer) in writing. Unless the Parties agree otherwise in writing, the Purchase Contract shall be concluded at the moment when the Seller delivers to the Buyer the full acceptance of the amended Order Confirmation in writing submitted by the Buyer to the Seller.
4. Prior Arrangements: Any prior agreements and arrangements entered into / made between the Parties prior to the conclusion of the Purchase Agreement and relating to the same subject matter as the Purchase Agreement shall be superseded in their entirety by the subsequent Purchase Agreement with immediate effect and shall no longer be binding on the Parties.
5. Amendments to the Purchase Contract: All amendments to the Purchase Contract must be in writing and signed by both Parties, otherwise they are not binding on the Parties.

 

4. PURCHASE CONTRACT AND PAYMENT TERMS

1. Purchase Price: The Purchase Price is determined by the Seller. The Purchase Price shall be based on the Seller’s B2B Price List plus applicable VAT (the “Purchase Price”) in accordance with applicable law. The Purchase Price based on the Seller’s B2B Price List does not include related costs (in particular other taxes, fees, duties, costs related to the shipment and delivery of Goods, customs fees etc.). These costs shall be amounted by the Seller after the delivery of the Purchase Order (the “Costs Payments”; together with the Purchase Price hereinafter referred to as the “Total Purchase Price”) and the calculation of such costs shall be send to the Buyer via e-mail designated within the registration process on the Web Interface, unless the Buyer provides the Seller with any other e-mail for these purposes after the Acceptance of the Order Confirmation. The calculation of these related costs shall be added to the Purchase Price as a part of the final Seller’s invoice delivered by the Seller to the Buyer.
2. Payment of the Total Purchase Price: The Total Purchase Price for Goods shall be paid via bank transfer on the basis of a tax document – invoice of the Seller. If agreed between the Parties, the Purchase Price may be paid in cash upon receipt of Goods at the Seller’s business premises.

The Seller may, upon its sole discretion, request an advance payment of the Total Purchase Price up to 100% of the Total Purchase Price. In such a case, the Seller will issue an advance invoice in the respective amount.

The method of payment of the Total Purchase Price is always agreed with the Buyer prior to the commencement of the performance of the Purchase Contract.

Unless otherwise agreed between the Parties, all invoices (except for advance invoices) are due 14 days from the date of its issue and the invoice shall be deemed to be paid on the date of credit of the invoiced amount in full to the Seller’s account; and the advance invoices are due 7 days from the date of its issue and the advance invoice shall be deemed to be paid on the date of credit of the invoice amount in full to the Seller’s account.

3. Maturity of the Purchase Price: the Purchase Price is payable on the terms and conditions set out by the Parties in the Purchase Contract. In any case, the Seller generally requires payment of the Purchase Price as follows:

1. In case of delivery of Goods to Denmark, the Seller generally requires payment of the Total Purchase Price within 14 days following the delivery of Goods unless the Purchase Contract specifies otherwise;
2. In case of delivery of Goods to other countries, the Seller generally requires advance payment in the amount of 100% of the Total Purchase Price in full prior to shipment of the Goods.

5. Penalties. In the event of delay in payment of the purchase price, the Buyer shall pay the Seller interest on the delay in the amount equal to 0.4% of the amount due for each day of delay.
6. Documentary Letter of Credit: Unless the Parties agree otherwise, in the case of payment under a documentary letter of credit, the terms and conditions for opening such documentary letter of credit shall be in accordance with the Purchase Agreement and therefore also with these General Terms and Conditions; otherwise the Seller shall be entitled to refuse this form of payment of the Purchase Price and to require the Buyer to use another method of payment of the Purchase Price. The cost of opening a documentary credit shall always be borne by the Buyer.
7. Payment of the Purchase Price. All bank transfer costs shall always be borne by the Buyer.
8. Currency. The Buyer shall only be entitled to pay the Purchase Price in a currency other than that agreed in the Purchase Contract if the Seller has agreed to this in writing in advance. In such case, the Buyer is obliged to use the exchange rate published by the Czech National Bank as the exchange rate valid for the day preceding the date of payment of the purchase price.
9. Prohibition of set-off and transfer of the Purchase Contract. The Buyer shall not be entitled to transfer any claim or part thereof or the Purchase Contract or part thereof to a third party without the prior written consent of the Seller.
10. Prohibition on Resale and Export of Goods: The Buyer shall not be entitled to resell or export the Goods purchased from the Seller to any third country outside the European Union without the prior written consent of the Seller. Violation of this prohibition by the Buyer shall be deemed a material breach of the Purchase Contract. If the Buyer breaches its obligation not to resell and/or export the goods to a third country outside the European Union, the Seller is entitled to withdraw from all concluded purchase contracts and/or Order Confirmations sent between the Parties in cases where the Buyer acts as a business in the contractual relationship. In this case, the Seller shall no longer be bound by the pending purchase contracts concluded between the Parties or Order Confirmations, but shall be entitled to immediately stop all pending deliveries and retain the purchase price paid by the Buyer to date, even for goods not yet delivered to the Buyer. In addition, the Buyer is obliged to pay the Seller a contractual penalty of EUR 60.000,- upon written demand by the Seller. In this case, the Seller shall not be liable for any damage or loss that the Buyer may incur as a result of the Seller’s withdrawal from the Purchase Contract(s) and/or Order Confirmation.
11. Anna Von Lipa Brand: In case of any resale of Goods by the Buyer to its final customers and/or other third parties, the Buyer is obliged to resell the Goods under the brand name AnnaVonLipa. If the Buyer breaches its obligation to resell the Goods to its final customers and/or other third parties under the brand name AnnaVonLipa, the Seller is entitled to withdraw from all concluded purchase contracts and/or Order Confirmations sent between the Parties in cases where the Buyer acts as a business in the contractual relationship. In this case, the Seller shall no longer be bound by the pending purchase contracts concluded between the Parties or Order Confirmations, but shall be entitled to immediately stop all pending deliveries and retain the purchase price paid by the Buyer to date, even for goods not yet delivered to the Buyer. In addition, the Buyer is obliged to pay the Seller a contractual penalty of EUR 60.000,- upon written demand by the Seller, in each individual case, even repeatedly. In this case, the Seller shall not be liable for any damage or loss that the Buyer may incur as a result of the Seller’s withdrawal from the Purchase Contract(s) and/or Order Confirmation.

 

5. TERMS AND CONDITIONS OF DELIVERY

1. Delivery terms. If the method of transport is agreed upon at the Buyer’s specific request, the Buyer bears the risk for any additional costs associated with this method of transport. If the Seller is obliged under the Purchase Contract to deliver the Goods to the place specified by the Buyer in the Purchase Order, the Buyer is obliged to properly handover the Goods upon the delivery of the Goods by the Seller. In the event that for reasons on the Buyer’s side it is necessary to deliver the Goods repeatedly or by a different method than specified in the Purchase  Order, the Buyer shall pay the costs associated with the repeated delivery of the Goods or the costs associated with a different method of delivery. Within the receipt of the Goods from the carrier, the Buyer shall check the integrity of the packaging of the Goods and in the event of any defects notify the carrier and the Seller immediately. In the event that the packaging is found to have been breached, indicating that the shipment has been tampered with, the Buyer may not accept the shipment from the carrier.
2. Delivery by instalments. Deliveries of goods by the Seller in parts are permitted.
3. Delivery Time: The general delivery time for the Goods shall be 30 days, calculated from the date of conclusion of the Purchase Contract, unless the Parties agree otherwise in writing.
4. Failure to meet the delivery period: in the event that it can be assumed that it will not be possible to meet the agreed delivery period, the Seller shall notify the Buyer in writing without undue delay after becoming aware of this fact. If the Buyer does not object in writing within 15 days from the date on which the aforementioned information was given to him, he shall be deemed to have accepted the delayed delivery of the goods without reservation. In any event, the Buyer, by accepting the Order Confirmation, agrees to tolerate any delay in delivery by the Seller of up to 20 days and waives all rights to any damages or losses incurred by the Buyer as a result of any delay by the Seller of a duration not exceeding 20 days.
5. Licences, Permits: the Buyer shall procure at its own risk and expense all export and import licences and/or other official permits and comply with all customs obligations associated with the export and import of the Goods.
6. Transfer of Risk: The risk of loss, destruction and damage to the Goods shall pass to the Buyer in accordance with the EX WORKS term of INCOTERMS 2024 unless otherwise agreed in writing by the Parties.
7. Acceptance of the Goods: the Buyer shall take delivery of the Goods on the agreed delivery date after receiving notice from the Seller that the Goods are ready for delivery, but no later than ten (10) days after the Seller has received such notice. If the Buyer fails to take delivery of the goods within the agreed time limit, the risk of loss, destruction or damage to the goods shall pass to the Buyer on the first day after the agreed time limit has expired. If the Buyer fails to take delivery of the goods no later than 20 (twenty) days after the expiry of the agreed delivery period, the Seller shall be entitled to withdraw from the purchase contract and sell the goods to a third party. In addition, the Seller shall be entitled to compensation for damages incurred as a result of the Buyer’s failure to accept the goods, including compensation for the costs of storage of the goods.
8. Title: Title to the goods delivered shall pass to the Buyer upon payment of the full purchase price to the Seller. The Seller shall be entitled to retain the documents constituting evidence of the legal status of the goods until the purchase price has been paid in full.

 

6. INSPECTION, PACKAGING, MARKING, TRANSPORT AND INSURANCE

1. The inspection, marking, packaging, transport and insurance of the Goods shall be carried out in accordance with the agreed commercial clause in accordance with INCOTERMS 2024.
2. Insurance against damage: the Goods are not insured against damage by the Seller unless otherwise agreed in the Purchase Contract.

 

7. DAMAGE TO GOODS, LIABILITY FOR DEFECTS

1. Defects in the Goods: the Seller shall be liable to the Buyer for the following defects in the Goods:

1. defects in quality consisting in non-compliance with the Guaranteed Quality Parameters;
2. defects in quantity consisting in the fact that the goods have been delivered in a quantity different from the agreed quantity.
3. defects in packaging and marking consist in the fact that the goods are not packaged and/or marked in accordance with the Purchase Contract and/or these General Terms and Conditions and/or in a manner that ensures suitable and adequate protection of the goods;
4. damage to the Goods caused by unprofessional packing;
5. delivery of goods other than as agreed in the contract of sale;
6. a defect in the documentation necessary to enable the goods to be used in the usual way.

2. Defects in the goods when the risk of loss, destruction or damage to the goods has passed: the Seller shall be liable to the Buyer for defects in the goods at the time when the risk of loss, destruction or damage to the goods has passed to the Buyer; this shall also apply if the defect becomes apparent after such passage. In such a case, the Buyer is obliged to prove that the defect already existed when the risk of loss, destruction and damage to the goods passed from the Seller to the Buyer.
3. Defects in the goods after the risk of loss, destruction or damage to the goods has passed: the Seller shall be liable to the Buyer for defects which become apparent after the risk of loss, destruction and damage to the goods has passed to the Buyer, if such defects were caused by a breach of the Seller’s duty (e.g. defective packaging of the goods). However, the Seller shall not be liable for defects in the goods caused by improper transportation and/or handling and/or use of the goods by the Buyer.
4. Liability for defects in the Goods caused during their manufacture by the Buyer’s articles or processes: The Seller shall not be liable to the Buyer for defects in the Goods caused in the course of their manufacture by the use of articles or processes which have been supplied to the Seller or specified by the Buyer, unless the Seller could not with reasonable diligence have discovered their unsuitability or the Buyer insisted on their use despite being advised of their unsuitability by the Seller.
5. Notification of defects: the Buyer is obliged to notify the Seller of the existence of defects in writing without undue delay after delivery of the goods, regardless of whether the defect is obvious or hidden; however, in the case of hidden defects, the Buyer is obliged to do so no later than 12 (twelve) months from the time of delivery of the goods, unless they could not have been detected by the Buyer earlier even with all reasonable diligence. If the Buyer fails to comply with these conditions, his claims arising from the Seller’s liability for defects in the goods shall be extinguished.
6. Complaints: the Seller is obliged to settle the complaint without undue delay after receiving the Buyer’s written notification of the complaint, but no later than within 2 (two) months, counted from the date of receipt of the Buyer’s complaint. If the Seller is obliged to remedy a defect for which he is liable in accordance with the Purchase Contract, he is entitled to do so in the manner he deems most appropriate.

 

8. DOCUMENTATION, DESIGNS, MODELS, PATENTS, CONFIDENTIALITY

1. Documentation: All documents, designs, models and patents relating to the Goods and their manufacture shall remain the full property of the Seller or the manufacturer, as the case may be, and the Buyer shall not be entitled to transfer them to any third party without the prior written consent of the Seller. This provision shall not apply to documentation, designs, models and patents relating to the Goods and their manufacture supplied to the Seller by the Buyer. The Seller shall only be entitled to use such documentation, designs, models and patents in accordance with the Buyer’s instructions.
2. Trademarks: The delivery of goods protected by a trademark does not transfer to the Buyer the right to use such trademark.
3. Confidentiality: the Buyer shall keep confidential all information given to him by the Seller in connection with the Purchase Contract. The Seller considers all information relating to the Goods to be confidential and secret and the Buyer is not entitled to disclose such information to any third party unless it is publicly available.

 

9. FORCE MAJEURE

1. Force Majeure: The Parties agree that events such as fires, floods, earthquakes and other natural disasters, civil disturbances, war, strikes, epidemics, changes in legislation or decisions of government, state or local authorities, and any other similar events which the Party could not foresee, control or influence, shall be deemed to be a Force Majeure event if such events directly affect the performance of the Party’s obligations. The terms and deadlines under the Purchase Agreement and the General Terms and Conditions shall be extended by the duration of the Force Majeure Event and the Party shall not be in default for the duration of the Force Majeure Event.
2. Duty to Inform: If a Force Majeure Event occurs, the affected Party shall inform the other Party of the event in writing immediately after the event occurs, but no later than forty-eight (48) hours after it became aware of the event or could and should have become aware of the event. Immediately after the Force Majeure Event has ended, the Party invoking the Force Majeure Clause shall notify the other Party in writing of the exact date of the end of the Force Majeure Event, informing it of the impact of the Event on the performance of the Party’s contractual obligations and supplementing such notification with related certificates, attestations and documents issued by public authorities or other public institutions.
3. Withdrawal from the Purchase Contract: In cases of force majeure events affecting either Party for a period of more than six (6) weeks, the other Party shall be entitled to withdraw from the Purchase Contract without being obliged to compensate the Party invoking the force majeure clause for any damage incurred by that Party.

 

10. APPLICABLE LAW, DISPUTE RESOLUTION

1. Governing law. The invalidity or unenforceability of any of the provisions of the Order Confirmation, the Purchase Contract and/or these General Terms and Conditions and/or the Guaranteed Quality Parameters shall not affect the validity or enforceability of the other provisions of the said contractual document. In such case, the invalid and/or unenforceable provision shall be replaced by the provision of Czech law that best corresponds to the meaning and purpose of the relevant contractual document.
2. Interpretation of Terms: In interpreting the commercial provisions of the Purchase Agreement, the International Commercial Clauses INCOTERMS 2024 issued by the International Chamber of Commerce in Paris shall apply.
3. Legal Disputes: All disputes arising out of and/or in connection with the Order Confirmation and/or the Purchase Contract shall be finally settled before Czech Courts.
4. International Element: If the legal relationship established by the Purchase Contract contains an international (foreign) element, then the Parties agree that this legal relationship shall be governed by Czech law. This is without prejudice to the Buyer’s rights arising from the general binding legal regulations.

 

By accepting the Order Confirmation in its entirety or otherwise concluding the Purchase Contract with the Seller, the Buyer confirms without reservation its agreement to the General Terms and Conditions, which form an integral part of the Order Confirmation and the Purchase Contract.

 

These General Terms and Conditions as effective as of 1. 1. 2024