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General Terms and Conditions

Created by: JUDr. Petr Santar, attorney

SMERALDINO s.r.o., registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 213279, IČO: 019 11 333, headquartered in V Zálesí 312, 252 26 Třebotov (hereinafter referred to as „Seller“), issues these general terms and conditions (hereinafter „GTC“), governing in accordance with regulation § 1751 paragraph 1 of Act no. 89/2012 Coll., The Civil Code, as amended (hereinafter „CC“) rights and obligations between the Seller and his customers, purchasers, specified below (hereinafter „Buyer“; the Seller and Buyer jointly also as „Parties“), with applicability of the GTC for all future legal relations established between the Parties in any form.

  1. Seller's information
    1. Contact information:
      1. Mailing address: Vrážská 144, 153 00 Praha 5
      2. Business premises: Vrážská 144, 153 00 Praha 5, on the premises of ALBET (hereinafter „Premises“), Opening hours: daily from 8:00am to 4:00pm, also operates as a showroom;
      3. Showroom: Jateční 523, 76001 Zlín, tel: +420 777 196 666; e-mail: sladky@smeraldino.cz Opening hours: by appointment (hereinafter "Showroom")
      4. Contact email: info@smeraldino.cz
      5. Telephone: +420 273 139 600
      6. Mobile phone: +420 737 440 400
      7. Skype: Smeraldino.Smeraldino.
      8. TIN: CZ01911333
    2. Bank account
      1. bank account number for the Czech Republic: 4383284060/5500, at Raiffeisenbank, a.s;
      2. bank account number for international commerce: 2700457473/8330, at Fio banka, a.s. international account number IBAN: CZ1720100000002700457473; bank code (SWIFT) BIC: FIOBCZPPXXX
  2. Basic Provisions
    1. The Seller operates in legal relations under these GTC on the basis of a valid business license, and is also according to other essentials fully authorized to exercise this activity and establish legal relations with third parties.
    2. The subject of legal relations between the Seller and the Buyer is essentially a diverse range of stabilized plants, decorations and an other goods offered by the Seller via catalogs and particularly via internet shop (hereinafter referred to as "Goods")
    3. By conclusion of a purchase agreement (hereinafter "Agreement"), the Seller sells Goods in accordance with provisions of Article 2.2 of these GTC, and the Buyers buys these Goods. The Buyer is obliged to collect the Goods and pay the price given in these GTC. Consequences for breach of these obligations are given below.
    4. The Seller sells Goods exclusively as a wholesaler, wherefore the Buyers are natural persons operating on the basis of a valid business license or other natural persons who have a valid identification number on the date of the conclusion of the Agreement, or duly established legal persons in accordance with applicable legislation. Such Buyers can either be end users, or they can resell the Goods.
    5. The provisions of these GTC do not restrict the Parties from negotiating mutual rights and obligations individually, with explicit exclusion of the use of the GTC or a part thereof in the Agreement. In the absence of such explicit exclusion and current contradiction of specific provisions of the Agreement and GTC, the Agreement shall be used preferably.
    6. Delivery between the Parties is done primarily via email or in person, unless otherwise provided by these GTC. Expressly specified documents are delivered primarily via postal service, where they are considered delivered upon:
      1. accepted package;
      2. denial of acceptance;
      3. expiry of the ten-day storage period, even if the addressee had no knowledge of the deposition;
      4. in case of doubt, on the third day after proved sending of the package.
    7. The Parties are required to notify each other of changes in identification or other information that could affect the performance of the Agreement. If a Party fails to fulfill this obligation, it runs the risk of secondary liability.
  3. Rules of Using the Goods
    1. To maintain long-term quality of the Goods and the right to a warranty under provisions of Article VIII. of these GTC, it is imperative to observe the following rules of using the Goods:
      1. The Goods are intended exclusively for use inside at a temperature of 10-25°C, with optimum humidity of 65%.
      2. The Goods must not come into contact with water and can not be placed in a humid environment.
      3. The Goods should not be exposed to direct sunlight, or placed near light sources, especially sources emitting thermal radiation (light bulbs).
      4. The Goods should not be placed near heat sources.
      5. The Goods should not be placed on varnish or oil surfaces. This provision applies only when the stabilized plants are directly touching such surfaces. If the stabilized plant is in a ceramic or other container, then this rule does not apply.
    2. The goods are generally maintenance free, a damp cloth or a hair dryer set on low heat and a slight air flow are used for removing ordinary dirt or dust particles.
  4. Procedure for Concluding the Purchase Agreement and the Basic Essentials
    1. The Buyer fundamentally selects Goods, which will become the subject of the Agreement, from catalogs and related materials of the Seller. He shall the order the selected Goods from the Seller.
    2. Ordering the Goods and concluding the Agreement takes place in the following ways:
      1. in writing by post;
      2. by phone order;
      3. by email;
      4. in person with a competent employee in the Premises or the Showroom;
      5. in person with a competent employee/sales representative of the Seller outside the Seller's business property;
      6. through an online store.
    3. Under the following conditions, the Buyer orders Goods from the Seller in accordance with Art. 4.1 pursuant to Art. 4.2 items a), b), c) and d). The method pursuant to Art. 4.2 item e) is specifically described in Art. V. of these GTC. Provisions of Art. 4.6 - 4.8 also apply to Agreements concluded via internet store.
    4. Each order must specify the type, quantity and any other essentials of the Goods. The ordering subject must also be distinct, ideally including information under Art. 5.1.2 of these GTC.
    5. The Buyer submits a proposal for concluding an Agreement with the delivery of the order. The Agreement is concluded upon explicit acceptance of the order by the Seller. Acceptance with a proviso or change is a new proposal for the conclusion of an Agreement.
    6. The Seller reserves the right to accept written orders under Art. 4.1 items a), c) and d) exclusively on an order form, which is delivered to the Buyer in the event of his interest.
    7. Upon the conclusion of the Agreement, the Buyer is fully bound by these GTC, business practices and laws and regulations governing the purchase agreement.
    8. Ownership rights to the Goods pass on to the Buyer upon payment of the purchase price under the conditions of Art. IV. of these GTC.
    9. By conclusion of the Agreement, the Buyer gives his consent to the use of his logo or business name for marketing purposes of the Seller as a reference through any means or media. This consent my be revoked at any time with a written declaration by the Buyer.
  5. Purchase Agreement Concluded Through Online Store
    1. Concluding a Purchase Agreement:
      1. An Agreement between the Seller and Buyer through the online store at www.smeraldino.com (hereinafter "E-shop") is concluded on the basis of the selection of Goods (especially the type and quantity), which the Buyer inserts in his electronic shopping cart. The Buyer then selects the method of payment (under to Art. 6.4 GTC) delivery method (under Art. VII. GTC). In the final stage, the Buyer receives a summary of the order, which can still be corrected or changed. For the conclusion of the Agreement, the Buyer confirms the order, respectively sends it by clicking on the appropriate link (button). The Agreement is concluded upon the receipt of the order by the Seller, the confirmation of which the Buyer will be automatically notified via email at the address given in the order form or user account of the Buyer.
      2. In the event of a purchase without a user account (see Art. 5.2 GTC), the Buyer shall fill out mandatory information in the order: name/company name, IČ, DIČ - if any, registered office, and mailing address and email. Without this information the order will not be realized. Orders arousing doubt of authenticity of the expression of the will of the Buyer towards concluding the Agreement shall also not be realized, of which the Buyer will be informed immediately.
      3. The Seller reserves the right to cancel the order or withdraw from the Agreement or part thereof in the event of termination of the sale of specific Goods or a substantial change in the circumstances that are not yet shown in the E-shop selection. The Seller must fulfill the information obligation within five (5) days of the receipt of the order.
      4. The Buyer is entitled to withdraw from the contract without giving a reason and without penalty within a period of twenty-four (24) hours after the order was sent. Withdrawal from the Agreement must be done via email or data box. Any other way will be disregarded. Essentials of withdrawing from the Agreement under Art. IX. of these GTC shall be applied accordingly, except justification for withdrawal.
      5. Except as provided above, the Parties are bound by the Agreement and amendments can only be made by agreement between the Parties in writing, written form via email is considered adequate.
      6. By sending the order the Buyer automatically accepts these GTC, of which he will be explicitly informed during the ordering.
    2. User Account:
      1. To accelerate communication and facilitate the ordering of Goods through the E-shop, the Buyer has the possibility of registering a new account on the web interface of the Seller.
      2. To register a user account, the Buyer is obliged to fill in mandatory information in the registration form, which includes: name/company name, IČO, DIČ - if any, email, phone number, address (street, house number, city, ZIP), respectively mailing address, the Buyer is further obliged to enter and confirm his password.
      3. Logging in to the user account takes place by entering an email that is consistent with the email specified in the registration form, and by entering the password.
      4. The access information is protected against misuse. Liability for the loss or disclosure of the password to third parties shall be borne by the Buyer.
      5. The Buyer shall be responsible for updating his user account information. Provisions of Art. 2.7 of the GTC shall apply in the same way.
      6. The user account stores information about the Buyer, completed orders, invoice summary, etc.
      7. If the password is lost or forgotten, a new password can be generated. The Seller is entitled to charge the costs associated with generating a new password. The Buyer is entitled to register a duplicate user account without the original account being blocked. The user account will be deleted after a three-year period without a log in from the Buyer.
  6. Price and Payment terms:
    1. All prices of Goods listed in the E-shop are always currently valid and final.
    2. All prices listed by the Seller are exclusive of VAT at the statutory rate, unless stated otherwise.
    3. Outside the E-shop the price of the Goods is always determined by the Seller, who is entitled to at his own discretion provide a discount or add a surcharge to the Goods.
    4. Payment of the purchase price by the Buyer is implemented in one of the following ways, usually selected by the Buyer:
      1. cash payment, at latest upon receipt of the Goods at the residence of Premises of the Seller, filling up to the amount of € 12,500 (in words: twelve thousand five hundred euros) according to Act no. 254/2000 Coll.;
      2. by wire transfer to the Seller's bank account in advance, ie. before the Goods are sent or prepared for personal collection, within a period of ten (10) days from the confirmation of the order;
      3. in the event of the Seller's consent, by bank transfer to the Seller's account after the sending/personal collection of the Goods on the basis of an invoice with a maturity of fifteen (15) days from the issue. The option of this kind of payment is dependent on the absence of debt owed to the Seller and the existence of at least one previous successful and trouble-free order by the Buyer in the period preceding the current year (ie. regular customer)
    5. In the event of an order of Goods subject to special order from the Seller's suppliers or according to special requirements by the Buyer, the Seller is entitled to claim advance payment amounting to 50% of the total price of the order. The maturity of the advance payment is fourteen (14) days from the receipt of an advance invoice.
    6. All statements for the purchase price will be implemented in the form of a tax document that meets the requirements of the legislation of the Czech Republic, particularly Act no. 234/2004 Coll. Statements shall be delivered to the Buyer either with the Goods or in advance via email; this does not exclude the application of provisions of Art. 6.4 item d) of these GTC.
    7. The Buyer is entitled to demand the correction or completion of a new statement in the event of failure to comply with legal requirements, any false statements or similar facts. For the period of the correction of the statement, ie. from the date of the receipt of a request for correction till the delivery of a corrected or new statement, no deadlines stipulated by these GTC shall run.
    8. The Seller is entitled to draw up a payment schedule for the Buyer at his own discretion. The Buyer is obliged to pay the instalments properly and on time, under the penalty of losing the benefit of instalments.
    9. The date of payment of the purchase price shall be the day on which cash is handed over on the basis of a receipt or other confirmation by the carrier, or in the case of cashless payment, by wiring the payment to the Seller's bank account.
  7. Delivery Conditions and Packaging:
    1. The Goods can be delivered to the Buyer in the following ways, usually based on the Buyer's choice, with restrictions depending on the amount and size of the Goods:
      Method of delivery: Shipping cost:
      Personal collection in the Premises or Showroom of the Seller during opening hours Free
      Special form of transport abroad and/or at the Buyer's discretion According to individual circumstances, the Buyer is responsible for the delivery, danger of damage, etc.
    2. The cost of transportation of the Goods is payed by the Buyer, unless agreed otherwise.
    3. The Seller has the right to request that the Buyer pay an additional fee for the transportation of the Goods in the event of objectively difficult transport conditions, depending on the location of the delivery point, season, etc., up to a maximum of 10% of the price of the Goods.
    4. Currently available Goods are ready for collection or expedition (shipped) within five (5) days of the order confirmation. The Seller shall inform the Buyer about the availability of ordered but currently unavailable Goods without major delays. The Seller shall also inform the Buyer about the sending of the order and preparation of Goods for collection.
    5. Goods prepared for collection can be picked up within ten (10) days of the receipt of a notification of their availability. It is understood that with the expiry of this period without proper justification, the resolutive condition will have been met and the Contract shall expire.
    6. The Seller reserves the right to change the opening hours of the Premises or the Showroom, especially during state and other holidays, etc., he shall provide further information to contacts under Art. I. GTC.
    7. The Goods are delivered in usual packaging, or packaging intended by technical standards for specific types of Goods and for the agreed transport conditions so as to prevent damage to the Goods during transportation. Unless otherwise specified in the Agreement, the packaging and packaging method is determined by the Seller. Costs of premium packaging (at the request of the Buyer) shall be borne by the Buyer.
    8. The Buyer is always required to thoroughly check the condition of the packaging and the product itself when taking over the Goods. If he finds defects in packaging or the Goods themselves, he is obliged to immediately notify the Seller. If the Buyer fails to fulfill his obligations to check and report on the Goods, it is considered that the goods were handed over in good order, unless subsequently proven otherwise.
  8. Warranty, Warranty Period and Claims and Rights from Defective Performance:
    1. The Seller is responsible for defects in Goods, ie. he is responsible for the fact that the Goods have the physical, qualitative and quantitative characteristics according to the Agreement.
    2. All rights from defective performance are governed by regulations of the Civil Code, unless otherwise specified.
    3. The Seller provides a warranty for the quality of the Goods for the duration of twenty-four (24) months, unless the Parties agree otherwise. The warranty period begins on the date of the receipt of the Goods.
    4. The warranty does not apply to:
      1. damage to Goods during transportation, the Seller recommends Goods showing immediate signs of damage, ie. damaged packaging, return the Goods to the carrier and notify the Seller, regulations of Art. 7.8 GTC shall be applied accordingly;
      2. Goods that were not used in accordance with the rules of its use under Art. III. of these GTC;
      3. Goods that have been used for any purpose other than that for which it is made;
      4. Goods that have been damaged, destroyed or modified by the Buyer or a third party;
      5. Goods that have been damaged, destroyed or modified by force majeure.
    5. Claims for Goods can be field during the warranty period with a written notification delivered to the Seller's address stating the claimed defects, along with the defective Goods and a copy of the receipt or other proof of the receipt of the Goods.
    6. The Seller agrees to settle the claim within thirty (30) days of the notification, or the delivery. The limit shall be suspended if the Seller does not receive the Goods and/or a copy of a sales receipt together with the claim. The Buyer will be informed on the absence of the given requirements immediately and asked for them to be sent within a reasonable period.
    7. The justification of the complaint will be decided no later than five (5) working days of the proper claim. In the case of a wrongful claim, the expenses shall be paid by the Buyer.
  9. Withdrawal from the Agreement:
    1. Each Party shall be entitled to withdraw from the Agreement in accordance with the law in the event of substantial breach by the other Party or direct threat of such breach, according to provisions of the Civil Code governing defective performance or in cases hereunder.
    2. The Seller is entitled to withdraw from the Agreement particularly, but not only, it the case of:
      1. undelivered Goods at the discovery of the bankruptcy of the Buyer or a direct threat of his bankruptcy and the Buyer's entry into liquidation;
      2. delay in payment of the purchase price of more than twenty (20) days.
    3. The Buyer is entitled to withdraw from the agreement in the case of:
      1. unjustified failure to comply with deadlines for settling claims by more than five (5) working days;
      2. undelivered and unpaid Goods at the discovery of the Seller's bankruptcy or the direct threat of his bankruptcy and the discovery that the Seller is entering into liquidation.
    4. The Buyer is not entitled to withdraw from the Agreement if the subject of the Agreement are Goods that were specially manufactured for the Buyer or modified.
    5. Withdrawal from the Agreement is carried out in writing with effect upon the delivery to the other Party, whereas electronic mail is a sufficient means. A written withdrawal must always contain at least a good indication of the Parties, a reason of withdrawal, unless otherwise provided by these GTC, and also a description of the order, its subject and its date.
    6. Provided performance shall be returned or settled within cumulative fulfillment of conditions:
      1. delivery of orderly withdrawal,
      2. entitlement to withdraw,
      3. in the case of the obligation to return the Goods, fulfillment of conditions for returning Goods.
      4. The settlement will then take place within fifteen (15) working days of their fulfillment.
    7. Financial performance is returned in the form in which it was received, unless otherwise agreed.
  10. Sanctions:
    1. In the case of the Buyer's delay in paying the price of the Goods, the Seller is entitled to demand payment of contractual interest on late payment of 0.05% of the outstanding amount for each commenced day of delay.
    2. In the case of the Buyer's delay in paying the price for Goods that have been discounted by even one day, the Seller is entitled to demand a contractual penalty in the amount of the provided discount.
    3. The Buyer's delay in paying the price of Goods longer than seven (7) days is subject to the obligations of the Buyer to pay the Seller a contractual penalty of 0.05% of the invoiced amount for commenced day of delay.
    4. If the Buyer does not take over the Goods from the carrier or collect them personally in the given period, then the Buyer shall pay the Seller a contractual penalty of 10% of the purchase price and properly billed costs associated with administration, transportation of the Goods, and any other essentials.
    5. The maturity of contractual penalties arises with the expiry of the deadline referred to in the written request for payment of contractual penalties, which shall not be less than seven (7) days, provisions of Art. 6.9 of these GTC shall be applied the same.
    6. The obligation to pay the contractual penalty or its actual payment does not affect the injured Party's right to compensation for claims or non-pecuniary damage.
  11. Settling Disputes, Debt Collection
    1. Disputes are resolved primarily amicably. In the case of their failure, these GTC in terms of provisions of § 89a Act no. 99/1963 Coll., of the Civil Procedure Code, as amended (hereinafter "CPC"), established a local jurisdiction of the District Court for Prague 5.
    2. In the case of a delay in the payment of the purchase price longer than seven (7) days, the Buyer will be requested to pay via electronic mail with the imposition of an additional period for performance of seven (7) days. If the Buyer fails to fulfill his obligation within the additional period, the Seller shall summon him with a request for payment via postal service. This is subject to a lump sum of administrative and necessary expenses in the amount of € 7 (in words: seven euros). This summon shall meet all the requirements and purpose under provisions of § 142a CPC.
    3. The Seller reserves the right to immediately assign his receivables for extortion to a collection agency or any person other than the Seller, or to authorize his attorney for extortion. The Parties are entitled to set off receivables against each other, excluding receivables that are uncertain and time barred pursuant to provisions § 1987 CC.
    4. All rights and obligations arising from the Agreement between the Seller and the Buyer are barred within five (5) years from the date of the earliest application of such rights or obligations.
  12. Protection of personal data, copyright protection:
    1. The Seller processes or keeps information the Buyers in accordance with applicable laws of the Czech Republic, particularly with Act no. 101/2000 Coll., On Protection of Personal Data, as amended. With the conclusion of the Agreement, the Buyer agrees to the processing and collection of his personal data in the Seller's database for the facilitation of further communication or conclusion of future Agreements, for a period of five (5) years from the receipt of the Goods, or until a written statement of disagreement from Buyer.
    2. The Buyer has the right to access his personal data and to correct it, including other legal rights to these data. Personal data may be removed from the database upon a written request from the Buyer. Buyers' personal data is fully protected against misuse. The Seller does not give the Buyer's personal data to third persons. External carriers are an exception, to which the Buyer's personal data is given in a minimum extent that is necessary for the delivery of the Goods.
    3. All content of websites, as well as other promotional materials and these GTC, is under the protection of copyright laws, with claims of the Seller or other authorized persons, especially the creators of the Seller's website, against infringement thereof.
  13. Confidentiality
    1. All essential terms of the concluded Agreements are considered a trade secret for the purpose of business relations between the Seller and the Buyer, as well as requirements mentioned in provisions § 504 CC as well as other data, information and communications which by their nature may have a potentially negative impact on especially, but not limited to, the operation or the name of the injured Party. Breach of confidentiality establishes the right of the Seller to claim a penalty in the amount of € 700 (in words: seven hundred euros) for each case of breach. This does not exclude the right to protection of competition or the right to compensation for claims or non-pecuniary damage. Penalty provisions expire after three (3) years from the date of the conclusion of the last purchase agreement between the Parties.
  14. Final Provisions:
    1. These GTC, as all legal relations between the Seller and the Buyer, shall be governed by Czech law, including the participation of a foreign entity, which means a person with citizenship and permanent residence in a foreign country, or a person based and registered according to foreign law, residing outside the Czech Republic.
    2. Terms not specified in these GTC are governed by the laws of the Czech Republic, in particular the provisions of the Civil Code.
    3. The interpretation of the GTC conditions and all arrangements of the Agreements are governed by International Rules for the Interpretation of Trade Terms adopted by the International Chamber of Commerce in Paris in 2010 (INCOTERMS 2010).
    4. Unless proven otherwise, all provisions of these GTC shall be deemed valid and enforceable. In the event that any provision appear invalid, such invalidity shall not affect the validity of the GTC and Agreements concluded on their basis as a whole.
    5. These terms and conditions are an integral part of all Agreements and are also available including the original updated form on the Seller's website at www.smeraldino.com. The Buyer acknowledges that for this reason he can not argue that the GTC were not properly published. The Buyer is obligated to properly read the GTC, which he always does before concluding an Agreement, and the Seller shall remind him of this fact.
    6. The Seller reserves the right to change these GTC; these changes will appear on the Seller's website. Regular customers will be informed about changes individually at least fourteen (14) calendar days before their effective date.
    7. These GTC come into affect on April 1, 2015 and replace the previous GTC.

Smeraldino s.r.o.