Terms and Conditions

General Terms and Conditions of Sale for B2B customers

1. SCOPE

Sales and deliveries of Dedoles products (“Products”) by Dedoles, s.r.o. (“Dedoles”, „Seller“, “we”, “us”) to our business customers (“Purchaser”, “you”) are carried out exclusively in accordance with these General Terms and Conditions of Sale (“GTCS”), which the Purchaser acknowledges and has accepted unconditionally by placing the Order or by the acceptance of the delivery. The validity of deviating and supplementary terms and conditions of the Purchaser is excluded, even if we do not expressly object to them. The Purchaser's specifications with regard to shipping, delivery and packaging, as well as compliance requirements are only binding after written confirmation from us. Any changes and/or additions to these General Terms and Conditions are not binding for us unless they have been accepted in writing by an authorized representative. These General Terms and Conditions also apply to all future transactions with the Purchaser.

2. ORDERS, CONCLUSION OF CONTRACT

2.1 The Order constitutes a purchase proposal submitted or forwarded by the Purchaser to the Seller via electronic transmission, and includes a summary of the quantities and prices of the Products ordered. Receipt of the Order may occur in one of the following ways:

a) If the Purchaser has direct access to the Dedoles B2B portal, after completing the registration form and subsequent verification by the Seller, receipt of the Order occurs upon the Purchaser’s direct and autonomous submission of the Order through the B2B portal;

b) Where feasible, the order may be placed using an Excel order sheet. To do so, the Purchaser shall request an order sheet with available stock and subsequently submit the Order in provided order sheet to the Seller via e-mail or any other means of electronic communication. Receipt of the Order occurs when the Purchaser submits the prepared or imported draft Order through the B2B portal;

c) If the Purchaser places an Order according to the procedures outlined in points a) or b), but through an appointed intermediary (agent, distributor, or other representative), this intermediary shall submit or forward the Order to the Seller in the name and on behalf of the Purchaser.

2.2 Confirmation of receipt of the Order does not constitute acceptance of the Order. The Order shall be deemed accepted by the Seller unless it is refused in written form within 14 (fourteen) days from the date of its receipt. The Contract is concluded when the Seller accepts the Order (through sending our written Offer), or if 14 (fourteen) days have passed from the date of receipt without the Seller refusing it in written form.

2.3 Our product offering is subject to change. Only through acceptance of the order by the Seller does a contractual status arise, which is based exclusively on the content of the  Order and these General Terms and Conditions.

2.4 Orders placed via the B2B portal cannot be modified once submitted. Orders cannot be cancelled if they have already been paid, are being prepared in warehouse, have been prepared for shipping or have already been shipped.

2.5 The Seller has the right, within the limits of normal tolerance, to deliver a smaller quantity of Products compared to the overall quantity of Products purchased by the Purchaser; in this case, the price of the non-delivered products shall be refunded to the Purchaser, who shall not have the right to compensation for damages or to reimbursements of expenses for the failed delivery.

2.6 We may, at our reasonable discretion, reject orders in whole or in part for legitimate reasons. Legitimate reasons include, among other things, if (i) the Purchaser is not or is no longer part of our network of approved retailers; (ii) the order is unusual and/or cannot be fulfilled by us under normal conditions; (iii) the order is not placed in good faith; (iv) the Seller has any outstanding receivables from the Purchaser; or (v) there are circumstances that suggest the lack of financial ability.

2.7 Returns of Products are not accepted unless expressly authorized by us in writing prior to placing the Order. Returns must in any case be intact (not altered), packaged (possibly in the original packaging), equipped with all original tags and accompanied by a return note with reference to the original invoice relating thereto. Permitted returns are always at your risk and expense, unless otherwise agreed in writing.

2.8 Where requested by the Purchaser, we may assist in creating a draft order or provide product recommendations based on general sales trends or available stock. The responsibility for the final selection of ordered products remains solely with the Purchaser. The Seller shall not be held liable for the poor sales performance or lack of market success of the recommended products at the Purchaser’s point(s) of sale. 

3.  SHIPPING, DELIVERY TIMES AND DATES, PASSING OF RISK

3.1 Unless otherwise agreed in writing, the products will be delivered to the Purchaser's delivery address under the DAP Incoterm (2020).

3.2 The delivery dates and deadlines indicated during the e-mail communication or otherwise are approximate and non-binding. Delivery dates and deadlines shall be binding only if explicitly confirmed by us in writing. Agreed deadlines begin with the date when the total amount of advance payment is credited to our account. In the event of non-compliance with an agreed delivery date, the Purchaser is only entitled to withdraw if we are responsible for the delay and a reasonable grace period set by the Purchaser, usually two (2) weeks, has expired without success. Late deliveries or partial deliveries caused by the carrier, or caused by one or more of the events mentioned in section 8 or events beyond our control, do not entitle the Purchaser to compensation under any circumstances.

3.3. We are entitled to make partial deliveries for justified reasons and to invoice them separately.

3.4 The risk of loss or damage and the ownership of the Products passes to the Purchaser at the moment when the Products are made available to the Purchaser upon arrival by the means of transport and are ready for unloading at the place of delivery.

3.5 If the Purchaser defaults on acceptance or violates other obligations to cooperate, we are entitled, without prejudice to our other rights, to store the Products appropriately at the Purchaser's risk and expense or to withdraw from the contract.

3.6 Upon delivery, the Purchaser must record any damage or shortages on the delivery note presented by the transport company, or on a comparable transport document, and notify Dedoles in writing without undue delay, but no later than three (3) calendar days from the date of delivery. 

3.7 The Purchaser undertakes to provide us with a scanned copy of the signed delivery note, indicating the date of delivery, as well as a Confirmation of Receipt of the Goods within the territory of the EU, immediately after delivery, but no later than three (3) calendar days from the date of delivery.

4. RIGHTS OF THE PURCHASER IN CASE OF DEFECTS, RIGHT TO INVESTIGATE

4.1 The Purchaser's rights due to defects require that the Purchaser inspected the Products immediately upon delivery and notified us in writing of any defects immediately, but at the latest within fourteen (14) working days of handover. Hidden defects must be reported to us in writing immediately after they are discovered. If the complaint is not made in a timely manner, claims for defects are excluded.

4.2 In the event of any complaint about defects, we have the right to investigate and inspect the product in question. The Purchaser will give us the necessary time, up to thirty (30) days, and opportunity to do this and send us the SKU code and photos of the product in question, or product itself at our expense. 

4.3 Without prejudice to any rights arising from defects in the Products in accordance with the following provisions, the Purchaser is obliged to accept even Products with insignificant defects. 

4.4 Defects, if justified, will be remedied by us, at our discretion, by delivering a defect-free product as a replacement (collectively “supplementary performance”) or alternatively, by issuing a credit note for the defective products. The Purchaser will grant us the appropriate time and opportunity necessary for supplementary performance.  

4.5 The Purchaser's rights due to defects do not apply if defects occur for reasons for which we are not responsible, e.g. due to improper use, incorrect handling or storage by the Purchaser, or wilful damage by the Purchaser.

4.6 In the event of any complaint regarding the products filed by a end customer (consumer), the Purchaser is responsible for investigating and handling the complaint. The Customer is also obliged to inform the end consumer of their rights arising from liability for defects in Goods in accordance with the Consumer Protection Act. Any consumer rights arising from liability for defects in the Goods claimed by the end consumer shall be borne by the Customer.

4.7 The limitation period for the Purchaser's rights due to defects is twelve (12) months from the delivery of the products to the Purchaser. For claims for damages by the Purchaser for reasons other than defects in the products as well as with regard to the Purchaser's rights in the event of fraudulently concealed or intentionally caused defects, the statutory limitation periods remain.

5. PRICES

5.1 The products are sold at the agreed price stated at the time of the Order on the Dedoles B2B portal, or in the order sheet. Under no circumstances are the prices indicated in the Order binding for subsequent orders submitted or forwarded by the Purchaser to Dedoles.

5.2 Unless otherwise agreed, the price includes the costs associated with packing the products, and does not include shipping costs to the Purchaser's delivery address. Costs for special processing requests such as special packaging and express deliveries are not included in our prices and must be borne by the Purchaser.

5.3 Duties and/or taxes (including VAT) are not included in the price, as these are the responsibility of the Purchaser. The Purchaser undertakes to communicate to Dedoles their VAT number latest on the date of placing the Order. In the absence of such communication, VAT will be automatically taken into account.

5.4 Shipping cost to Purcharer´s delivery address will be determined by the final volume and weight of the Order. The amount of shipping costs will be calculated at the checkout, or communicated to the Purchaser latest at the time when the order is ready for shipping.

5.5 We are entitled to change the prices at any time before the relevant contract is concluded. If, after conclusion of the contract, unforeseeable increases in costs occur with regard to the products (for example due to increases in the cost of materials, labor and/or exchange rate fluctuations, as well as increases in the costs of other elements relevant to the determination of sales prices), we are, at our reasonable discretion, entitled to increase the prices. If we increase the prices according to the above sentence by more than ten percent (10%), the Purchaser can withdraw from the affected contract within a period of ten (10) calendar days from notification of the price increase, without this resulting in any liability for the Purchaser and for us. If the Purchaser does not withdraw within ten (10) calendar days, this will be deemed to be the Purchaser's consent to the price increase.

6. PAYMENT TERMS

6.1 Unless otherwise agreed in writing, each individual order shall be paid in full by advance payment. An advance invoice and/or payment details necessary for making the bank transfer will be sent to the Purchaser following the acceptance of the Order. Payments are only considered to have been made when they have been irrevocably received in our bank account and we can dispose of the amount.

6.2 If the Purchaser is in arrears with payment, we are entitled, without prejudice to our other rights, (i) suspend the performance of the contract until payment has been made in full; and/or (ii) withdraw from the contract after a reasonable grace period, usually fourteen (14) business days from the invoice due date, has expired.

7. LIABILITY AND DAMAGES

7.1 Subject to the provision in Section 7.2, our legal liability for damages is limited as follows: (i) we are liable for the amount of damage typically foreseeable at the time of conclusion of the contract for the slightly negligent breach of essential obligations arising from the contractual relationship; (ii) we are not liable for the slightly negligent violation of immaterial obligations arising from the contractual relationship.

7.2 The aforementioned limitation of liability does not apply in cases of mandatory statutory liability or in the case of the assumption of a guarantee or culpably caused bodily harm.

7.3 The Purchaser is obliged to take appropriate measures to prevent and reduce damage.

7.4 Without prejudice to the provision in clause 7.2, we are not liable for any consequential loss or damage, loss of profits or income, or any indirect loss or damage of any kind, regardless of how it arose and regardless of whether the relevant loss or damage was foreseeable or by the parties and whether arising in tort (including negligence), breach of contract or otherwise.

7.5 To the extent permitted by law, our total liability, regardless of the legal basis, is limited to the total sales price of the contract under which the product(s) in question were sold.

8. FORCE MAJEURE

8.1 Neither party shall be liable to the other (and no breach of contractual conditions shall be deemed to have occurred) in the event of events that are unforeseeable, unavoidable and beyond the control of the party, and for which the party is not responsible. However, events of force majeure, that we are not responsible for and that prevent timely performance, do not release the purchaser from the obligation to make timely payment. In particular, all cases of operational disruptions due to force majeure, strikes, lockouts, or similar events or causes for which we are not responsible and which are beyond our control, release us from our obligation to fulfill the contract for the duration and extent of such obstacles. This also applies if these circumstances lie with a manufacturer, a supplier or sub-supplier and delay our self-delivery. If a force majeure event occurs that prevents compliance with a delivery date, planned delivery dates will be postponed by the period of time during which the force majeure or its effects on our operations lasts. If the disruption lasts longer than two (2) months, each party is entitled to withdraw from the contract.

9. DISTRIBUTION

9.1 The Purchaser undertakes to inform Dedoles about the point(s) of sale where they will sell products through direct and personal contact with the final consumer, and/or about the website(s) where they will carry out distance sales (e-commerce). The purchaser undertakes to inform Dedoles of any changes in the points or channels of sale.

9.2 The Purchaser may transfer the products to other companies only with the prior written authorization of Dedoles.

9.3 Dedoles may inspect the Purchaser's point of sale to ensure correct marketing of the products supplied, giving the Purchaser a 5 days' notice.

9.4 Dedoles does not grant any exclusive rights for the sale of the Products indicated in the Order and its Products in general, unless otherwise agreed in writing between the parties.

10. GENERAL PROVISIONS

10.1 The failure by us to exercise or enforce any rights under these General Terms and Conditions shall not be construed as a waiver of the relevant right nor may it be used as an obstacle to the enforcement of the same at a later date.

10.2 If one or more of the provisions of a contract and/or these General Terms and Conditions are or become ineffective, the effectiveness of the remaining provisions remains unaffected. Rather, the parties undertake to replace the invalid provision with the effective provision which, from an economic perspective, achieves the purpose pursued by the invalid provision as far as possible.

10.3 We process the personal data of the other party to fulfil the rights and obligations arising from the contract. The legal basis of the processing of such personal data is the Act no. 18/2018 Coll. on personal data protection and Art. 6(1)(a) of the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation). Personal data will not be provided to any third parties except as stipulated by law. Upon expiration of the archiving period and if the personal data are no longer needed for the performance of the contract, the parties undertake to delete them.

10.4 The complete information on the acquisition and processing of personal data of our B2B customers can be found here: Informacia_o_OOU_B2B_partneri_–_ENG.pdf (dedoles.sk)

11. DISPUTE RESOLUTION

11.1 The parties will seek to resolve all disputes arising from the execution and interpretation of individual orders, as well as these General Terms and Conditions of Sale, primarily by agreement or conciliation.

11.2 In the event of a litigation, the competent courts of the Slovak Republic will have substantive and territorial jurisdiction.

12. APPLICABLE LAW

12.1 Any contractual relations between the parties not regulated by these General Terms and Conditions of Sale shall be governed by the relevant provisions of the Commercial Code and other legal regulations valid in the territory of the Slovak Republic.