Business Terms and Conditions

1.

INTRODUCTORY PROVISIONS

1.1

These Business Terms and Conditions (hereinafter referred to as the "Business Terms") of the trading company of GOOD BRANDS s.r.o., with ITS registered office at třída Kpt. Jaroše 1929/10, 602 00 Brno, Czech Republic (hereinafter referred to as "the headquarters of the Seller"), Company ID: 02397641 , Tax ID: CZ 02397641, registered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 81117 (hereinafter referred to as the "Seller"), in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., Civil Code (hereinafter referred to as “Civil Code") adjust mutual rights and obligations of the contracting parties established in connection or on the basis of the Purchase Agreement (hereinafter referred to as the "Purchase Agreement"), concluded by and between the Seller and another entity (hereinafter referred to as the "Buyer") through the Seller's e-shop. The e-shop is operated by the Seller at the web site found at www.xlear.eu (hereinafter referred to as the "Website") through the web interface (hereinafter referred to as the "web interface of the shop").

1.2

The Seller's email address used for trading under these Business Terms and Conditions is [email protected] (hereinafter referred to as the "e-mail address of the Seller").

1.3

The provisions derogating from the Business Terms and Conditions may be negotiated in the Purchase Agreement. Different arrangements in the Purchase Agreement take precedence over the provisions of the Business Terms and Conditions.

1.4

Stipulations of the Business Terms and Conditions make an integral part of the Purchase Agreement. The Purchase Agreement and the Business Terms and Conditions are drawn up in the Czech language. The Purchase Agreement can be concluded in the Czech language.

1.5

The Seller may change or supplement the wording of the Business Terms and Conditions. This provision does not affect the rights and obligations arising during the period of validity of the previous wording of the Business Terms and Conditions.

2.

CLOSING OF THE PURCHASE AGREEMENT

2.1

The web interface of the shop contains information about the goods, including specification of prices of individual products. Products prices are quoted including the value added tax and all and any related fees. Product prices remain valid for as long as they are displayed in the web interface of the shop. This provision does not limit the Seller's right to conclude a Purchase Agreement under individually negotiated terms.

2.2

All the presentations of the goods placed in the web interface of the shop are of an informative character only and the Seller is not obliged to conclude a Purchase Agreement for the goods. Section 1732 (2) of the Civil Code does not apply.

2.3

The web interface of the shop also includes information on cost connected with the goods delivery.

2.4

So as to order the goods, the Buyer will fill in the order form on the web interface of the shop. The order form includes, in particular, information on:

- ordered goods (the Buyer “inserts” the ordered goods into the electronic shopping cart of the web interface of the shop)

- the method of payment of the purchase price of the goods, details of the required way of delivery of the ordered goods and

- information on costs associated with the supply of goods (hereinafter collectively referred to as "the order").

The Buyer can set up a user account when ordering the goods, which serves primarily to register the billing and delivery address of the Buyer. When establishing the user account, the Buyer is required to provide correct and up-to-date information, or possibly update the data so that they are valid when ordering the goods next time. Access to the Buyer's user account is secured by username and password.

2.5

Before sending an order to the Seller, it is possible for the Buyer to check and modify the data that the Buyer has entered to the order, also in view of the Buyer's possibility to detect and correct any possible errors that occurred while entering the data into the order. The order is sent by the Buyer to the Seller by clicking on the "Order" button. The data listed in the order are deemed correct by the Seller. Immediately after receiving the order, the Seller will acknowledge receipt of the order to the Buyer by e-mail, to the Buyer's email address listed in the user interface or in the order (hereinafter referred to as the “Buyer's electronic address”).

2.6

The Seller is always entitled to ask the Buyer for additional order confirmation (for example, in writing or by phone), depending on the nature of the order (quantity of goods, purchase price sum, estimated shipping costs).

2.7

The contractual relationship by and between the Seller and the Buyer arises at the moment of delivering the receipt of the order (by acceptance), which is sent by the Seller to the Buyer via e-mail to the Buyer's electronic address.

2.8

The Buyer agrees to use the means of communication remotely when concluding the Purchase Agreement. Costs incurred by the Buyer when using remote means of communication in connection with the conclusion of the Purchase Agreement (costs of Internet connection, telephone calls costs) are born by the Buyer himself, while the costs do not differ from the basic rate.

3.

PRICE OF GOODS AND PAYMENT CONDITIONS

3.1

The Buyer may pay the price of the goods and any possible costs associated with delivery of the goods under the Purchase Agreement to the Seller in the following ways:

- cash on delivery - at the place specified by the Buyer in the order;

- by bank transfer to the bank account number as instructed in the order;

- credit card or debit card online payment.

3.2

Together with the purchase price, the Buyer is also required to pay cost of delivery of the goods at the agreed rate to the Seller. Unless expressly stated otherwise, the purchase price mentioned here below is supposed to include even the costs associated with the delivery of the goods.

3.3

In case of cash on delivery payment, the purchase price is due at the moment of the goods receipt. In case of cashless payment, the purchase price is due in 4 days as from the date of conclusion of the Purchase Agreement.

3.4

In the case of a cashless payment, the Buyer's obligation to pay the purchase price is fulfilled at the moment when the relevant amount is credited to the Seller's bank account (in the case of bank transfer) or when the amount is credited to the payment intermediary (in case of other cashless payments).

3.5

The Seller is entitled, in particular in the event that the Purchaser fails to make an additional order confirmation (Article 2.6), to demand payment of the full purchase price before the goods are dispatched to the Buyer. The Section 2119 (1) of the Civil Code does not apply.

3.6

Any possible discounts from the price of the goods provided by the Seller to the Buyer can not be mutually combined unless otherwise stated or agreed upon.

3.7

If it is customary usual in business relations or if it is stipulated by generally binding legal regulations, the Seller shall issue a tax document – an invoice to the Buyer in respect of payments made under the Purchase Agreement. The Seller is the value added tax payer. A tax document - the invoice will be sent by the Seller to the Buyer of his / her choice in electronic form to his / her e-mail address or in physical form together with the goods. The Buyer agrees with possible issuance of an electronic invoice.

4.

WITHDRAWAL FROM THE PURCHASE AGREEMENT

4.1

The Buyer acknowledges that under Section 1837 of the Civil Code, it is not possible to withdraw, inter alia, from the Purchase Agreement for the supply of goods which have been adjusted according to the Buyer' request or specially for him, from the Purchase Agreement for the delivery of goods subject to rapid wrack, as well as goods that were - after the delivery - irreversibly mixed with other goods, from the Purchase Agreement for the supply of goods in sealed packaging which the consumer has removed from the packaging and for hygienic reasons it can not be returned and from the Purchase Agreement for the supply of a sound or image record or a computer program in case of damaging its original packaging. The Buyer also acknowledges that, in case of supply of food, beverages and other ordinary consumer goods delivered to the Buyer's household or to another place designated by the Buyer, pursuant to Section 1840g) of the Civil Code, the Buyer does not fall under the provisions of § 1820 to 1839 of the Civil Code and the Buyer does not, among other things, prove the right to withdraw from the agreement within the fourteen day period pursuant to Section 1829 (1) of the Civil Code.

4.2

If it is not the case as referred to in Article 4.1 or another case where it is not possible to withdraw from the Purchase Agreement, the Buyer is entitled to withdraw from the Purchase Agreement in accordance with Section 1829 (1) of the Civil Code, within fourteen (14) days as from the date of takeover of the goods, where, in the case where the subject of the Purchase Agreement to include several types of goods or delivery of several parts, this period runs as from the date of the last delivery of the goods. A withdrawal from the Purchase Agreement must be sent to the Seller within the time limit specified in the previous sentence. In order to withdraw from the Purchase Agreement, the Buyer may use the sample form provided by the Seller, which makes an annex to the Business Terms and Conditions. A withdrawal from the Purchase Agreement can be sent by the Buyer to the address of the Seller's headquarters or to the electronic address of the Seller.

4.3

In case of withdrawal from the Purchase Agreement under Art. 4.2 of the Business Terms and Conditions, the Purchase Agreement is cancelled from the beginning. The goods must be returned to the Seller within fourteen (14) days as from the withdrawal from the Agreement. If the Buyer withdraws from the Purchase Agreement, the Buyer bears the costs of returning the goods to the Seller, even if the goods can not be returned by standard normal postal route due to their character.

4.4

In case of withdrawal from the Purchase Agreement under Art. 4.2 of the Business Terms and Conditions, the Seller shall return the financial means received from the Buyer within fourteen (14) days as from withdrawal from the Purchase Agreement by the Buyer in the same manner as the Seller has accepted it from the Buyer. The Seller is also entitled to return the fulfilment provided by the Buyer upon return of the goods by the Buyer or otherwise, provided that the Buyer agrees with it and that there do not arise any other additional costs to the Buyer. If the Buyer withdraws from the Purchase Agreement, the Seller is not obliged to return the received financial means to the Buyer before the Buyer returns the goods or proves that he has sent the goods to the Buyer.

4.5

The Seller is entitled to unilaterally count the claim to compensation of a damage of goods against the Buyer's claim for repayment of the purchase price.

4.6

In cases where the Buyer has the right to withdraw from the Purchase Agreement in accordance with Section 1829 (1) of the Civil Code, the Seller is also entitled to withdraw from the Purchase Agreement at any time until the Buyer takes over the goods. In such a case, the Seller shall return the purchase price without undue delay to the Buyer, by transfer to the account specified by the Buyer.

4.7

If a gift is provided to the Buyer together with the goods, the gift agreement by and between the Seller and the Buyer is concluded with the resolutory condition that if the Buyer withdraws from the Purchase Agreement, the gift agreement regarding the gift is void and the Buyer is obliged to return the goods together with the provided gift to the Seller.

4.8

Article 4 (WITHDRAWAL FROM THE PURCHASE AGREEMENT) with the exception of Articles 4.5 and 4.7 applies only to buyers as consumers and it does not apply to buyers who conclude the Purchase Agreement as entrepreneurs.

5.

TRANSPORT AND SUPPLY OF GOODS

5.1

In case that the way of transport is agreed upon based on Buyer's special request, the Buyer bears the risk and any possible additional costs associated with this way of transport.

5.2

If – according to the Purchase Agreement - the Seller is obliged to deliver the goods to the place specified by the Buyer in the order, the Buyer is obliged to take over the goods upon delivery.

5.3

If, for reasons on Buyer's side, it is necessary to deliver the goods repeatedly or in a different way than that specified in the order, the Buyer is obliged to pay the costs associated with repeated delivery of goods, respectively the costs associated with the different way of delivery.

5.4

Upon receipt of the goods from the carrier, the Buyer is required to check the integrity of the packaging of the goods and, in case of any defects, to notify the carrier without undue delay. In case of any damage of the package indicating unauthorized entry into the consignment, Buyer does not have to take over the consignment from the carrier.

6.

RIGHTS FROM FAULTY FULFILLMENT

6.1

The rights and obligations of the contracting parties regarding the rights from faulty fulfilment are governed by the relevant generally binding provisions (in particular the provisions of Sections 1914 to 1925, Sections 2099 to 2117 and, in case of the Buyer – the consumer, also Sections 2161 to 2174 of the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, as amended).

6.2

The Seller is responsible to the Buyer for the goods to have no defects. If the Buyer is a consumer, the Seller is in particular responsible that at the time the Buyer took over the goods:

6.2.1

the goods have the properties as agreed by the parties and, in case of absence of an arrangement, they have properties that the Seller or the manufacturer has described or which the Buyer expects with regard to the nature of the goods and the advertising they make; for the elimination of any doubt, it is agreed that complaints based on discrepancy between the description of the properties of the goods and the subjective perceived properties of the goods (e.g. tint, smell, taste, etc.) are not possible

6.2.2

the goods are fit the purpose for which the Seller indicates for the use or to which the goods of this type are usually used,

6.2.3

the goods quality or performance correspond to the agreed sample or original if the quality or design was determined according to the agreed sample or original; so as to avoid any doubts it is agreed that the packaging of the item on an illustrative photo on the Seller's website is not considered to be a sample or original, but the Seller is obliged to deliver the same product to the Buyer,

6.2.4

the goods are in appropriate quantity, volume or weight, but the Seller is entitled to deliver the goods to the Buyer in several smaller packages, which in total correspond to the volume of the ordered goods, and

6.2.5

the goods comply with legal requirements.

6.3

The provisions of Article 6.2 of the Business Terms and Conditions do not apply to goods sold at a lower price due to a defect for which a lower price has been agreed, for wear and tear of the goods caused by their normal use, in case of used goods to any fault corresponding with the level of wear and tear which the goods had at the moment of takeover by the Buyer, or if it results from the nature of the goods.

6.4

If the Buyer is a consumer and if the defect appears within six months as from the date of takeover, the goods are deemed to have been defective just at the moment of takeover. If the Buyer is a consumer, he / she is entitled to exercise the right from the defect that occurs with consumer goods within twenty-four months as from the takeover.

6.5

Rights from defective performance are claimed by the Buyer at the Seller's address of his headquarters.

7.

OTHER RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES

7.1

The Buyer acquires ownership of the goods by paying the full purchase price of the goods.

7.2

The Seller is not bound by any codes of conduct in relation to the Buyer within the meaning of Section 1826 (1) e) of the Civil Code.

7.3

The Czech Commercial Inspection (Česká obchodní inspekce), with its registered office in Štěpánská 567/15, 120 00 Prague 2, Company ID: 000 20 869, Internet address: http://www.coi.cz, is responsible for out-of-court settlement of consumer disputes.

7.4

The Seller is authorized to sell the goods on the basis of a trade license. The trade inspection is carried out by the relevant trade licensing office within the scope of its competence. Supervision over the personal data protection area is carried out by the Office for Personal Data Protection (Úřad pro ochranu osobních údajů). The Czech Trade Inspection exercises to a limited extent, inter alia the supervision over observance of the Act No. 634/1992 Coll., Consumer Protection Act, as amended.

7.5

The Buyer hereby takes on the risk of changing the circumstances within the meaning of Section 1765 (2) of the Civil Code.

8.

PERSONAL DATA PROTECTION

8.1

Protection of the personal data of the Buyer, being a natural person, is provided by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on protection of natural persons with regard to the processing of personal data and on free movement of such data and repealing Directive 95/46 / EC (General Regulation on the Protection of Personal Data), as amended. The administrator of the Buyer's personal data is the Seller.

8.2

For the purpose of fulfilling the Purchase Agreement or for implementing the measures taken before the conclusion of the agreement at the Buyer's request, the following personal data of the Buyer are processed: name and surname, residential address, identification number, tax identification number, Buyer's electronic address and telephone numbers (hereinafter referred to as "Personal Data").

8.3

Buyer’s personal data is - in case of the Buyer's registration - also being processed for the purpose of the user account keeping. The Seller handles the Buyer's email address for the purpose of distribution of business information related to similar goods or services of the Seller. The Buyer has the possibility to refuse distribution of such communications when receiving an electronic address as well as through a and a direct link contained in each of the messages sent and containing the business communication.

8.4

The Buyer acknowledges that he/she is obliged to state his or her personal data (when registering, in his/her user account, when making an order from the web interface of the shop) always accurately and truthfully. The Buyer is obliged to keep his personal data up-to-date while using the shop's Web Interface.

8.5

The Seller may authorize a third party to process the Buyer's personal data as a processor. In addition to persons transporting goods, personal data will not be passed on to any third party by the Seller without the Buyer's prior consent.

8.6

Personal data will be processed for the duration of the user account and for 4 years after its expiration. In case of one-off orders, personal data is processed for 4 years after the individual order. Personal data will be processed electronically in an automated manner or in a printed form in a non-automated manner.

8.7

The Buyer confirms that the personal data provided are accurate and that he has been informed that this is a voluntary provision of personal data. The Seller requires Buyer's data as a contractual requirement without which it would not be possible to conclude the Agreement.

8.8

In case that the Buyer believes that the Seller carries out the processing of his or her personal data, which is contrary to the protection of the Buyer's private and personal life or in conflict with legal regulations, in particular where personal data are inaccurate with regard to the purpose of their processing, he may:

- ask the Seller for access to personal data related to the Buyer,

- require data correction or deletion,

- require processing restriction,

- object against the processing,

- exercise his right to data transferability.

- file a complaint with the Office for Personal Data Protection (Úřad pro ochranu osobních údajů), Pplk. Sochora 27 170 00 Prague 7.

8. 9

The Buyer agrees to be mentioned on the website as one of the buyers that the Seller supplies or supplied goods; this consent does not apply to buyers as natural persons.

9.

DELIVERIES

9 .1

It is possible to deliver to the Buyer’s electronic address as specified in his/her user account or as specified by the Buyer in the order.

10.

FINAL PROVISIONS

10.1

In case that the relationship based on the Purchase Agreement contains an international (foreign) element, then the parties agree that the relationship is governed by the Czech law. The Buyer agrees that if the goods are sold abroad (outside the Czech Republic), the communication by and between the Buyer and the Seller may be held in English or Czech language.

10.2

If any provision of the Business Terms of Business is invalid or ineffective, or if it becomes invalid or ineffective, then instead of invalid clauses there will be applied a provision which is as close as possible to the invalid one. The invalidity or ineffectiveness of one provision is without prejudice to the validity of the other provisions. Changes and additions to the Purchase Agreement or Business Terms and Conditions require a written form.

10.3

The Purchase Agreement, including the Business Terms and Conditions, is archived by the Seller in electronic form and it is not accessible.

10.4

The attachment to Business Terms and Conditions contains a sample form for withdrawal from the Purchase Agreement.

10.5

Seller’s contact data:

- Delivery address GOOD BRANDS s.r.o., třída Kpt. Jaroše 1929/10, 602 00 Brno , Czech Republic

- electronic address of the Seller: [email protected]; phone +420 722 400 500.