I. GENERAL PROVISIONS
- These General Business Terms and Conditions govern the rights and obligations of ALMARA SOAP (hereinafter "ALMARA SOAP" or also the "Seller") and the customer (hereinafter the "Buyer" or "Customer") during supplies from the cosmetic assortment and cosmetic accessories under the brand, respectively manufactured by ALMARA SOAP (hereinafter the "Goods") to the Customer on the basis of their order. The Buyer may be solely an entrepreneur or a legal person, not the end consumer.
- These General Business Terms and Conditions are binding for all Customers of ALMARA SOAP purchasing on the basis of a valid offer from the assortment of the internet store operated by ALMARA SOAP on the address www.almarasoap.com respectively a version of this address intended for the given foreign market, i.e. for natural and legal entrepreneurs, who send an order to them. The contracting parties exclude the application of any business terms and conditions of the Buyer on their contractual relationship.
- These General Business Terms and Conditions become valid on the day of their publication on the internet site ALMARA SOAP (www.almarasoap.com). The Seller may modify or amend the text of the General Business Terms and Conditions without Customer's consent only to a reasonable extent. In this case, the Seller shall provide a new text of the General Business Terms and Conditions with visibly marked proposed changes to the Customer. If the Customer does not agree with the proposed changes, then either party is entitled to terminate the General Business Terms and Conditions. In this case, the notice period is 15 days. Article X. of these Terms and Conditions shall be applied on the delivery of the proposed changes of the General Business Terms and Conditions to the Customer.
- All relationships between ALMARA SOAP and the Customer, which are not mentioned in these General Business Terms and Conditions, shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code (hereinafter the "Civil Code").
- The Goods delivered by the company ALMARA SOAP is intended for the sale to consumers (so-called "end customers"). Without a prior written consent, the Goods delivered by the company ALMARA SOAP is not intended for any wholesale distribution or further sales to business entities other than end consumers.
- The Customer undertakes to sell the products of ALMARA SOAP only in the e-shop or e-shops of which they are a direct owner or operator.
Any sale of the products of ALMARA SOAP through the e-shop of which the client is not a direct owner or Operator, or any sale through aggregation platforms or broker e-shops, such as Amazon, eBay, AliExpres, Etsy, Mall.cz etc., is inadmissible and establishes the right of ALMARA SOAP to withdraw from the contract and to demand a contractual penalty in the amount of CZK 50,000.
II. ORDERS OF THE GOODS
- Before the first order, the Customer shall register themselves in the wholesale section on the internet sites ALMARA SOAP at the address www.almarasoap.com/pl/sprzedaz-hurtowa, respectively at the version of this address intended for the given foreign market, and provide all the required data during the registration process. If requested by ALMARA SOAP, they shall prove (physically, e.g. by mail, or electronically, e.g. in a form of e-mail) their identification documents, i.e. an extract from the Commercial Registry, a copy of the trade license etc., VAT payer's certificate and tax identification number (VAT No.). Subsequently during a phone or personal contact, a representative of ALMARA SOAP shall complete the registration process and allow the Customer to order the Goods in the wholesale section of ALMARA SOAP, into which the Customer can login at the address www.almarasoap.com/velkoobchod, respectively at the version of this address intended for the given foreign market.
- An order must be sent to ALMARA SOAP always through the electronic store for the wholesale on the internet sites ALMARA SOAP at the address www.almarasoap.com/pl/sprzedaz-hurtowa, respectively at the version of this address intended for the given foreign market. Only in exceptional cases and only after a prior agreement with ALMARA SOAP, an order may be sent by mail or e-mail to the addresses mentioned on the internet sites of ALMARA SOAP.
- The Customer shall mention the following data in their order:
- Their identification, i.e. trade name and/or first name and surname, registered office/residence, ID No., VAT No., contact (phone, e-mail address).
- Code of the ordered Goods according to the catalogue and also its description, as the case may be.
- Volume of the ordered Goods.
- Delivery address of the Goods (if this data is not mentioned, then the Goods shall be delivered to the address of the registered office/residence of the Buyer).
- In the case of a written order, first name, surname and signature of the person authorized to act on Customer's behalf and also Customer's stamp, as the case may be.
- First name and surname of a contact person (if this data is not mentioned, then the Customer or any their employee is authorized to take the delivered Goods over).
- If the order does not contain the data mentioned in the previous article, it is considered incomplete. In this case, ALMARA SOAP will try to contact the Customer and ask them to remedy the defects of the order and to further specify it and/or amend. The order is considered complete upon the delivery of the additional data for the incomplete order to ALMARA SOAP.
- The first order from ALMARA SOAP:
Before the implementation of this first order, the Customer shall receive particular instructions and recommendations for the selection and composition of the assortment from ALMARA SOAP via e-mail or phone consultation. Also the minimum volume of products will be defined in these instructions.
If the Customer is selling products of ALMARA SOAP in their physical store, then the first order delivered to the Customer shall contain also marketing materials and products to support sales, which are specified in Art. IX. The delivery shall contain also a sale display to display soaps.
- Immediately after the delivery of a complete order, ALMARA SOAP shall check, whether it has the requested Goods in stock. If the requested Goods is not in stock, or if it is not available in the requested volume, then ALMARA SOAP shall contact the Customer and offer an alternative delivery. If the requested Goods can be delivered only within a longer delivery period, then ALMARA SOAP shall inform the Customer about it.
- The Customer acknowledges that ALMARA SOAP is not obliged to conclude a purchase contract with them, if they previously materially breached a purchase contract or the General Business Terms and Conditions.
- Phone calls with ALMARA SOAP may be monitored in order to prove the scope of order, prove disputed facts or improve services.
- The Customer acknowledges by ordering of the Goods that safety sheets and instructions for safe handling with the Goods covered by the statutory duty to inform about safe handling and dangerous substances are on the website of ALMARA SOAP. The Customer undertakes to follow these instructions for all delivered types of the Goods.
III. PURCHASE PRICE OF THE GOODS
- The binding purchase price of the Goods is determined according to the current price list of ALMARA SOAP. The current price list in an electronic form (a PDF file) is available at any time on the internet sites of ALMARA SOAP in the wholesale section of the e-shop available after a login at the address www.almarasoap.com.
- ALMARA SOAP reserves the right to increase the price of the Goods mentioned in the price list in case of any significant and provable increase of prices of their suppliers. The company ALMARA SOAP shall inform the Customer about these changes in a suitable way. Otherwise, the rules for changes of the Terms mentioned in Art. I. par. 3 shall be applied on any change of the price list.
IV. CONCLUSION OF A PURCHASE CONTRACT
- Upon delivery of Customer's complete order to ALMARA SOAP according to Art. II.1., a proposal for the conclusion of a purchase contract is performed according to Section 1725 et seq. of the Civil Code.
- A purchase contract is concluded upon:
- the moment of delivery of a complete order to ALMARA SOAP under the assumption, that the Customer is ordering the Goods for the current price, or
- the moment of Customer's consent with the delivery of an alternative performance or delivery of the Goods in a longer period according to Art. II.5., whichever comes later.
V. MATURITY OF THE PURCHASE PRICE AND PAYMENT TERMS
- The Customer shall pay for delivery of the Goods to ALMARA SOAP in a form of cash on delivery or in cash during the takeover of the Goods, if the laws allow it. ALMARA SOAP may allow the Customer to pay even differently on the basis of a positive payment morale, e.g. in a form of cashless payment. Also, ALMARA SOAP is entitled to withdraw from this payment form at any time.
- In the case of a cashless payment, the Customer shall pay the purchase price for the delivered Goods by a wire transfer to the account of the company ALMARA SOAP mentioned in the relevant tax receipt.
- In the case of a wire transfer, the purchase price is deemed paid upon the crediting of the relevant amount to the account of ALMARA SOAP mentioned in the tax receipt. Receipt proving the cash payment means an expense cash receipt issued by the Customer and confirmed by ALMARA SOAP or an income cash receipt issued by ALMARA SOAP for the Customer.
In the case of a cashless payment, the purchase price of the Goods delivered by ALMARA SOAP to the Customer according to the order is due within 10 days since delivery of the Goods to the Customer, or until the due date specified in the tax receipt issued by ALMARA SOAP for the Customer, whichever comes later.
- The Customer shall pay all obligations to ALMARA SOAP according to the rules defined in these General Business Terms and Conditions, unless they have individual payment terms agreed with ALMARA SOAP in writing. If the Customer is in default with any payment of the purchase price or its part, then they lose the claim for any discounts provided by ALMARA SOAP and they shall pay a contractual penalty in the amount of 0.05% of the outstanding amount for every commenced day of the default.
- ALMARA SOAP reserves the right to request the Customer, who has any outstanding and overdue obligations to ALMARA SOAP, or who had such obligations (repeatedly) in the past, to pay with cash on delivery or in cash during handover of the Goods. If the Customer does not accept this condition, then ALMARA SOAP reserves the right to deliver the ordered Goods after they pay all obligations to ALMARA SOAP. It is a sole discretion of ALMARA SOAP to decide, if and when it will allow the Customer to pay for the Goods using other forms than cash on delivery or in cash during handover of the Goods.
VI. CONDITIONS OF DELIVERY AND SALE OF THE GOODS
- ALMARA SOAP shall deliver the Goods at its expense and risk to the agreed address. In the case of any order of the Goods of which total value does not exceed 750 zł without VAT after deducting the provided discounts, the Customer shall be charged with transport charges. The amount of transport charges depends on the particular order, i.e. its weight and dimensions, and it will be calculated for the Customer during the order process before completion of the order. Transport charges will not be charged, if it will be an additional coverage of Customer's order exceeding 750 zł without VAT, or its partial performance.
- Unless agreed otherwise between ALMARA SOAP and the Customer, ALMARA SOAP undertakes to ship the ordered Goods until 3 (three) working days since receipt of the order, if the order is delivered to the Seller though the electronic store on working days until 5 P.M.
- Together with the delivered Goods, ALMARA SOAP shall always deliver a delivery note to the Customer, which includes an exact identification of the delivered goods and volume. On the basis of this delivery note, the Customer shall check the shipment and immediately inform ALMARA SOAP about possible deviations between the shipment and delivery note, see Art. VII b. 2.
- Products, which ALMARA SOAP is introducing on the market as a "new product" – i.e. news in the assortment of soaps or cosmetics, or limited editions of products, which are available (even repeatedly) only in a certain period – the Customer is able to order this products in advance, so they can offer it to their end customers in their store or e-shop for its immediate purchase on the day of launch of this product defined by the company ALMARA SOAP. ALMARA SOAP shall inform the Customer about this offer in a usual way, e.g. in a form of the so-called product newsletter etc.
ALMARA SOAP ships the ordered products within a usual period of 3 working days since receipt of the order, if the order is delivered to the Seller though the electronic store on working days until 5 P.M., but it cannot guarantee a timely delivery by the carrier as an external entity, so the Customer could launch the given product on the day of start of sales by ALMARA SOAP.
The Customer undertakes to not spread information about new products in the assortment of ALMARA SOAP at any time before it is permitted by ALMARA SOAP, and to take all measures in this connection to prevent that information about the launch of the new product of ALMARA SOAP leaks to the public in any way earlier than it is determined by ALMARA SOAP and the day, when it is launched by ALMARA SOAP, e.g. in its e-shop www.almarasoap.com/www.almarasoap.com or the version of this address for the given foreign market, or the day, when starts an advertising campaign of ALMARA SOAP for the launching of this new product.
The Customer undertakes to comply with the date of start of sale of the given product defined by ALMARA SOAP and to not offer the product to their customers in their store or e-shop earlier than on the defined day.
Also, the Customer undertakes to comply with the day of start of the advertising campaign to support the sale of the given product defined by ALMARA SOAP and to not anyhow inform about the launch of the given product earlier than on the day of start of the advertising campaign defined by ALMARA SOAP.
Dates for the start of introduction advertising campaign or the date of start of sale of the product, i.e. the opportunity to offer the product to their end customers, shall be provided by ALMARA SOAP to the Customer in a suitable form together with information about the product, e.g. in a form of the so-called product newsletter etc.
If the Customer fails to keep the information mentioned above secret before the date defined by ALMARA SOAP and/or launches an advertising or communication campaign and/or offers the given product in advance to their end customers, then ALMARA SOAP Is entitled to request a contractual penalty in the amount of up to CZK 100,000 (one hundred thousand Czech crowns), which is due within 10 days since the delivery of request for its payment.
- The Customer shall immediately inform ALMARA SOAP in writing about any change of the place of delivery of the Goods or a contact person. ALMARA SOAP is not liable for any damage caused by an incorrect or late delivery of the Goods, if it was caused by a breach of Customer's obligation according to this Article.
- Risk of damage to the Goods is transferred to the Buyer upon the takeover of the delivered Goods.
- ALMARA SOAP shall send a tax receipt - invoice to the Customer in an electronic form in PDF format to Customer's e-mail mentioned in their customer account in the wholesale e-shop ALMARA SOAP, or it shall deliver it together with the shipment of the Goods together with a delivery note. During a partial performance, ALMARA SOAP shall deliver a tax receipt - invoice to the Customer subsequently after end of the contractually defined period.
- Each invoice shall contain the following data and other statutory prerequisites:
- Title and number of the invoice.
- Name, registered office, ID No., VAT No. of the Seller and Buyer, data about their registration in the Commercial Registry (Court, section, file).
- Seller's bank account.
- Due date of the purchase price.
- Description of the delivered Goods and volume.
- Number of Buyer's order.
- Price without VAT, VAT, total amount to be paid.
- Number of the relevant delivery note.
- The Customer is entitled to return the invoice until its due date (i.e. provably deliver to ALMARA SOAP), if it contains incorrect price data, or if any of the prerequisites is missing. Together with the returned invoice, the Customer shall specify the defects, which the invoice has in their opinion, in writing. If the invoice is actually issued with an error, ALMARA SOAP shall issue a new one for the Customer. Customer's obligation to pay the purchase price within the maturity period mentioned in the original invoice is not affected, unless the defect of the invoice is an incorrect amount of the purchase price. In this case, the maturity period starts from the delivery of a corrected invoice to the Customer.
- If the Customer requests a correction of the tax receipt to another legal entity or division of the tax receipt in other way than it is mentioned in the order, then the Customer shall pay an administrative fee in the amount of CZK 100 without VAT to ALMARA SOAP.
VII. COMPLAINTS AND WARRANTY PERIOD
- Rights and obligations of ALMARA SOAP and the Customer as for the liability of ALMARA SOAP for defects of the Goods shall be governed by the generally applicable laws, in particular Section 2099 et seq. of the Civil Code.
- The Customer shall check the shipment during takeover of the Goods. Incorrect volume and obvious defects of the Goods during delivery must be claimed by the Customer in writing immediately, no later than within 48 hours since takeover of the Goods. In the complaint, the Customer shall describe the defects or mention how they are manifested.
- The Seller is responsible to the Buyer that the sold thing is in compliance with the purchase contract during its takeover by the Buyer, in particular without defects. If the thing is not in compliance with the purchase contract during its takeover (hereinafter the "Conflict with the Purchase Contract"), then the Buyer is entitled to ask the Seller to put the thing in the condition corresponding with the purchase contract for free and without undue delay, according to Buyer's request by a replacement of the thing or its repair; if such procedure is not possible, the Buyer may ask for a proportionate discount of the price of the thing or withdraw from the contract. This shall not be applied if the Buyer knew about the Conflict with the Purchase Contract before takeover of the thing or caused the Conflict with the Purchase Contract themselves. Any Conflict with the Purchase Contract, which is manifested during six months since the takeover of the thing, is considered to be the conflict existing during its takeover, if it is not in conflict with the nature of the thing or unless it is proven otherwise.
- Within 4 working days since the receipt of the returned Goods by the Customer according to the previous paragraph, ALMARA SOAP is entitled to assess the returned Goods, in particular in order to identify, whether the returned Goods are not damaged, worn or partially consumed. Within 10 days since the end of the period for the assessment of the condition of the Goods, ALMARA SOAP shall, if the returned Goods are fine, return the purchase price to the Customer together with their transport costs. ALMARA SOAP is not obliged to return the purchase price, if the Buyer does not return the ordered and delivered Goods in connection with their withdrawal from the contract.
- ALMARA SOAP shall deliver the Goods to the Customer (unless agreed otherwise individually) with such minimum durability period, so it would not prevent the Customer to sell the Goods to consumers sufficiently in advance, so the consumer can subsequently use the Goods before the end of the minimum durability period.
- The Customer undertakes to follow the instructions regarding the handling and storage of products of ALMARA SOAP, so there will not be any damage to the Goods and products of ALMARA SOAP are always delivered to a consumer free of defects. In the case of breach of this obligation, ALMARA SOAP is entitled to demand payment of all this damage and also a contractual penalty in the amount of CZK 20,000 for every case of breach of this obligation. Also, the Customer undertakes to comply with the minimum durability periods, respectively the Customer undertakes to not offer any Goods with the expired minimum durability period to customers.
VIII. PROTECTION OF PERSONAL DATA and sending of business notices
- Personal data are processed and used in compliance with provisions of the Czech laws (Act on the Protection of Personal Data No.101/2000 Coll.) and also the European legislative (Regulation of the European Parliament and of the Council (EU) 2016/679).
- The Customer acknowledges that the Seller will process their personal data provided to the Seller for the purpose of the conclusion of the purchase contract. In particular, these are the following data: first name and surname, billing and delivery address, e-mail address, phone number, or other data disclosed by the Customer for Seller's needs to fulfil the purpose of the purchase contract (hereinafter all the "Personal Data").
- The Customer acknowledges that the Seller will process the Personal Data for the sending of business notices on the basis of controller's legitimate interest.
- The Customer acknowledges that they shall provide their Personal Data in an internet order correctly and truthfully, and that they shall inform the Seller about any change of their Personal Data without undue delay.
- The Seller may appoint a third person to process Customer's personal data as a processor. These are external companies, which are ensuring the supporting services, such as payments, transport or mass distribution of business notices. The Seller does not intend to hand the Personal Data over to a third country outside the EU or international organization.
- For the purpose of the conclusion of the purchase contract, the Personal Data will be processed for the period necessary to fulfil Seller's obligations, at least for the period defined by Act No. 235/2004 Coll., on the value added tax, as amended, in particular Section 35 (2). Personal data will be processed in an electronic form by automated method or in a printed form manually.
- For the purpose of further offering of the Goods from the offer at www.almarasoap.com, the Personal Data shall be processed during the duration of the business cooperation, no later than for 3 years since its end. The Customer may unsubscribe from the sending in a business notice or by e-mail with the request to unsubscribe sent to email@example.com. Withdrawal of this consent does not have any impact on the delivery of the Goods or services.
- The Customer is entitled to require information about the scope and purpose of the processing of their Personal Data, right to rectification or blocking of incorrect or not current data, right to restriction of processing and right to lodge a complaint against the processing. In certain cases, they are entitled to request erasure of the Personal Data. Further, the Customer is entitled to request transfer of their Personal Data to the selected controller/processor of the Personal Data.
- If the Customer believes that the Seller or processor processes their Personal Data in conflict with the protection of Buyer's private and personal life or in conflict with the law, in particular, if the Personal Data are incorrect with regard to the purpose of their processing, they may:
- ask the Seller or processor for the explanation,
- request the Seller or processor to remedy this situation. In particular, this can be blocking, correction, amendment or disposal of the Personal Data. If Buyer's request according to the previous sentence is found justified, then the Seller or processor shall immediately remedy the situation. If the Seller or processor does not satisfy the request, then the Buyer is entitled to contact directly the Office for Personal Data Protection. This provision does not affect Buyer's right to contact the Office for Personal Data Protection directly.
IX. MARKETING AND SALES SUPPORT OF CUSTOMERS
- ALMARA SOAP offers a free sales support to the Customer, e.g. in a form of
- sales display for the display of soaps in Customer's store p
- Price tags and fastening material
- product posters and leaflets
- product catalogues in a printed or electronic form
- ALMARA SOAP reserves the right to change the scope of this support at any time, modify it, charge fees for it or completely terminate it. The Customer will receive information about the current scope of the sales support together with other information about the cooperation with ALMARA SOAP during Customer's registration in the wholesale e-shop ALMARA SOAP. In the case of any changes, ALMARA SOAP shall inform the current Customers sufficiently in advance, at least 30 days before the validity of the changes or modifications.
- The Customer undertakes to duly care for products for the sales support delivered by ALMARA SOAP. Printed materials will be provided to consumers in Customer's physical store or in shipments from Customer's e-shop without defects. Displays, price tags, leaflets and posters will be presented to consumers in clean state without any defects in Consumer's physical store.
- The Customer undertakes to use the display(s) of ALMARA SOAP for the presentation of soaps only for the presentation of soaps from the assortment of ALMARA SOAP. The Customer cannot place products of other manufacturers and suppliers on them. During the first order, ALMARA SOAP shall deliver to the Customer rules and tips, how to work with the display and how to arrange products of ALMARA SOAP. The Customer will have the sales display for free to be used during the cooperation with ALMARA SOAP, i.e. for the period of sale of products from the assortment of ALMARA SOAP in Customer's store/s. After termination of the cooperation with ALMARA SOAP, the Customer shall return the display to ALMARA SOAP without any damage at Customer's expense.
- ALMARA SOAP offers a free marketing support to the Customer, e.g. in a form of
- Presentation of Customer's physical store or physical stores on the map with the overview of stores of business partners of ALMARA SOAP in the Czech Republic, Slovakia, Germany, Italy, Poland and other countries, where ALMARA SOAP is or will be represented for sales.
- Presentation of Customer's physical store or physical stores or Customer's e-shop on the sites with the overview of business partners, available for consumers on the website of ALMARA SOAP www.almarasoap.com respectively the version of this domain intended for the given foreign market.
- Presentation of partners on social networks (Instagram, Facebook) on the accounts of ALMARA SOAP, respectively the accounts intended for activities on the given foreign market. The presentation means, for example, publishing of Customer's photos with the presentation of products of ALMARA SOAP in Customer's store or repost of posts and photos from Customer's account on the mentione
- ALMARA SOAP reserves the right to change the scope and form of this support at any time, modify it, charge fees for it or completely terminate it. The Customer will receive information about the current scope of the marketing support together with other information about the cooperation with ALMARA SOAP during Customer's registration in the wholesale e-shop ALMARA SOAP. In the case of any changes, ALMARA SOAP shall inform the current Customers sufficiently in advance, at least 30 days before the validity of the changes or modifications.
- Scope of the marketing support is fully according to the needs and interests of ALMARA SOAP, for example, even with regard to information and aesthetic requirements for the published posts on social networks of ALMARA GROUP. The Customer is not entitled to request any publishing of such posts by ALMARA SOAP.
X. DELIVERY OF CORRESPONDENCE
- Unless agreed otherwise, all correspondence related to the purchase contract must be delivered to the other contracting party in writing, i.e. using an electronic mail, in person or by a recorded delivery letter through the operator of postal services (selected by the sender). The Customer will be receiving correspondence at the address of their electronic mail.
- A message is delivered:
- in the case of delivery using an electronic mail, upon its receipt to the server of income mail; integrity of the messages sent using an electronic mail may be secured by a certificate,
- in the case of delivery in person or through the operator of postal services, upon receipt of the shipment by the recipient,
- in the case of delivery in person or through the operator of postal services, also by any refusal to accept the shipment, if the recipient (or a person authorized to accept the shipment on their behalf) refuses to accept the shipment,
- in the case of delivery through the operator of postal services, upon the expiration of the period of ten (10) days since the deposit of the shipment and notification to the recipient to pick the deposited shipment up, if the shipment is deposited with the operator of postal services.
XI. FINAL PROVISIONS
- These General Business Terms and Conditions shall be applied only on the relationships connected with the purchase of the Goods offered by ALMARA SOAP. These General Business Terms and Conditions shall be applied on the delivery of non-standard goods, which are not included in the offer of ALMARA SOAP, only as a support in the matters, which are not agreed individually between ALMARA SOAP and the Customer.
- By a written agreement between ALMARA SOAP and the Customer, the use of individual provisions of these General Business Terms and Conditions or the General Business Terms and Conditions as a whole may be excluded.
- The legal relationship between ALMARA SOAP and the Customers is governed by the laws of the Czech Republic.
If the relationship between ALMARA SOAP and the Customer contains an international element, then the parties agree that their relationship shall be governed by the Czech laws.
- The Seller is entitled to sale the Goods on the basis of their trade license and Seller's activity is not subject to other authorization. Trade inspection is performed by the competent trade licensing authority.
These General Business Terms and Conditions come into force on 1st November 2022.