General Terms and Conditions

GENERAL TERMS AND CONDITIONS

of GoodWell s.r.o.

with its registered office at Varšavská 715/36, Vinohrady, 120 00 Praha (Prague) 2, Czech Republic

Company identification number: 21055076
registered in the Register of Companies kept by the Municipal Court in Praha (Prague, Czech Republic), Section C, File No. 396274
for the sale of goods through the online shop at www.goodwell.cz

1. Preamble

1.1. Pursuant to Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to referred to as the "Civil Code"), these general terms and conditions (hereinafter referred to as the "Terms and Conditions") of Goodwell s.r.o., with its registered office at Varšavská 715/36, Vinohrady, 120 00 Praha (Prague) 2, Czech Republic, company identification number: 21055076, registered in the Register of Companies kept by the Municipal Court in Prague, Section C, File No. 396274 (hereinafter referred to referred to as the "Seller") govern the mutual rights and obligations of the Parties arising under or in connection with a sale and purchase contract (hereinafter referred to referred to as the "Purchase Contract") entered into between the Seller and a legal entity or an individual (hereinafter referred to referred to as the "Buyer") through the online shop of the Seller. The online shop is operated by the Seller on the website www.goodwell.cz (hereinafter referred to as the "Website") through the interface of the Website (hereinafter referred to as the "Shop's Web Interface").

1.3. Provisions diverging from those laid down in the Terms and Conditions can be agreed upon in the Purchase Contract. Any diverging provisions of the Purchase Contract shall prevail over the provisions of the Terms and Conditions.

1.4. The provisions of the Terms and Conditions form an integral part of the Purchase Contract. The Purchase Contract and the Terms and Conditions are drawn up in Czech/English. The Purchase Contract may be entered into in the Czech/English.[MOU1]

1.5. The Seller reserves the right to alter and/or amend the Terms and Conditions at any time. Such alterations and/or amendments shall in no way prejudice the rights and obligations established during the term of effect of the previous versions of the Terms and Conditions.

2. User Account

2.1. Following the registration of the Buyer on the Website, access to a personal user interface is granted. The Buyer can place purchase orders for goods through this user interface (hereinafter referred to as the "User Account"). Furthermore, the Buyer may place purchase orders for goods without registration, provided that the Shop's Web Interface supports this function.

2.2. When registering on the Website and when placing purchase orders for goods, the Buyer shall provide accurate and true information. If there are any changes to the information and data in the User Account, the Buyer shall keep such information up to date. The information provided by the Buyer in the User Account and when ordering goods shall be deemed correct by the Seller.

2.3. Access to the User Account is secured by a user name and password. The Buyer shall keep the information required to access his/her/their User Account confidential.

2.4. The Buyer is not authorised to share user account information with third parties.

2.5. A User Account may be cancelled by the Seller, in particular, if the Buyer has not used his/her/their User account for over 24 months or if the Buyer has breached obligations under the Purchase Contract (including the General Terms and Conditions).

2.6. The Buyer accepts that the User Account may not be available continuously, especially with regard to the necessary maintenance of the hardware and software by the Seller or the necessary maintenance of hardware and software operated by third parties.

3. Entering into a Purchase Contract

3.1. Any and all goods presented on the Shop's Web Interface is for informational purposes only, and the Seller is under no obligation to enter into a Purchase Contract concerning these goods. The provisions of Section 1732(2) of the Civil Code do not apply.

3.2. The Shop's Web Interface provides details about the goods, including the prices for specific items and the costs associated with returning goods that cannot be handled through standard postal services. Prices for goods are stated inclusive of value added tax and all related fees. Prices for goods remain in effect as long as they remain displayed on the Shop's Web Interface. This provision is not to prejudice the Seller's right to enter into a Purchase Contract under individually negotiated terms and conditions.

3.3. The Shop's Web Interface also provides details on the cost of packing and delivering goods to buyers. The details about the costs of packaging and delivering goods displayed on the Shop's Web Interface are applicable exclusively to deliveries made within the Czech Republic.

3.4. To order goods, the Buyer must fill in a purchase order form through the Shop's Web Interface. The purchase order form mainly serves for the entry of information regarding:

3.4.1. the ordered goods (the Buyer places the ordered goods into the online shopping basket in the Shop's Web Interface);

3.4.2. the method for paying the purchase price for the ordered goods and requested method for delivering the ordered goods; and

3.4.3. details about the costs of delivering the goods to the Buyer.

3.5. Prior to placing a purchase order with the Seller, the Buyer may review and/or amend the data that the Buyer has entered in the purchase order form, at which time the Buyer can identify and correct any errors made during the entry of the data into the purchase order form. The Buyer places a purchase order with the Seller by clicking the "Confirm Order" ("Dokončit objednávku") button. The data provided by the Buyer in the purchase order form shall be deemed correct by the Seller. As soon as the Seller receives the purchase order, the Seller shall confirm receipt thereof to the Buyer by electronic mail to the email address provided by the Buyer in the User Account or the purchase order form (hereinafter referred to as the "Buyer's Email Address").

3.6. Depending on the nature of the purchase order (quantity of goods, purchase price, estimated delivery cost), the Seller may request the Buyer to provide additional purchase order confirmation (for example, in writing or by telephone).

3.7. The contractual arrangement between the Seller and the Buyer comes into effect upon the Seller sending the acknowledgement (acceptance) of the purchase order to the Buyer's Email Address.

3.8. The Buyer agrees to the use of remote means of communication for the purpose of entering into the Purchase Contract. Costs incurred by the Buyer when using remote means of communication in connection with entering into the Purchase Contract (internet connection fees, telephone charges) are borne by the Buyer. These costs shall be based on the standard tariffs for the relevant services.

4. Price for Goods and Payment Terms

4.1. The Buyer shall pay the price for goods and, where applicable, delivery costs as per the Purchase Contract to the Seller using the following methods:

– as a cash payment at the Seller's place of business located at náměstí Komenského 156, 378 62 Kunžak, Czech Republic;

– by bank transfer as a cashless payment to the Seller's account No. 131-2051470247/0100, held with Komerční banka a.s. (Czech Republic) (hereinafter referred to as the "Seller's Account");

– by credit/debit card as a cashless payment.

4.2. Along with the purchase price, the Buyer shall also pay the Seller the costs of packaging and delivering the goods as agreed. Unless expressly stated otherwise, the costs of delivering the goods shall also be included in the purchase price (hereinafter referred to as the "Purchase Price").

4.3. The Buyer shall not be required by the Seller to pay a deposit or other similar payment. This is without prejudice to the provisions of Subsection 4.6 hereof regarding the obligation to pay the Purchase Price for the goods in advance.

4.5. If a cashless payment method is used, the Buyer shall provide the payment reference number (variable symbol) when paying the Purchase Price for the goods. If a cashless payment method is used, the commitment of the Buyer to paying the Purchase Price is deemed to be fulfilled when the relevant amount is credited to the Seller's Account.

4.6. The Seller has the right, particularly in the event that the Buyer fails to provide additional purchase order confirmation (Subsection 3.8), to request the payment of the Purchase Price in full prior to shipping the goods to the Buyer. The provisions of Section 2119(1) of the Civil Code do not apply.

4.7. Where applicable, discounts on the price for goods provided by the Seller to the Buyer may not be combined.

4.8. If it is customary in the commercial relationship or if it is stipulated by generally binding legal regulations, the Seller shall issue an receipt/invoice to the Buyer for payments made under the Purchase Contract. The Seller shall issue a receipt/invoice to the Buyer after the payment of the price for goods has been made and send the electronic receipt/invoice to the Buyer's Email Address.

4.9. Under Act No. 112/2016 Coll., on Registration of Sales, the Seller is required to issue a receipt to the Buyer. At the same time, the Seller shall register the received revenue with the tax administrator online; in the case of a technical failure, no later than within 48 hours.[MOU2]

5. Withdrawal from the Purchase Contract

5.1. The Buyer acknowledges that, pursuant to the provisions of Section 1837 of the Civil Code, among others, that withdrawal from a Purchase Contract for the goods that have been customised to fit individual wishes of the Buyer or to suit the specific needs of the Buyer, from a Purchase Contract for perishable goods as well as goods which have been irretrievably mixed with other goods after delivery, from a Purchase Contract for goods in sealed packaging which the consumer has removed from the packaging and which cannot be returned for hygienic reasons and/or from a Purchase Contract for sound or visual recordings or computer programs if the Buyer has tampered with the original packaging shall not be permissible.

5.2. In cases other than those referred to in Subsection 5.1 hereof or other cases where withdrawal from a Purchase Contract is not permissible, the Buyer shall have the right to withdraw from the Purchase Contract within fourteen (14) days of receipt of the goods pursuant to Section 1829(1) of the Civil Code, provided that where the Purchase Contract involves the delivery of several types of goods or several parts thereof, the foregoing period shall commence on the date of receipt of the last item of such goods. A notice of withdrawal from the Purchase Contract shall be sent to the Seller before the deadline specified in the preceding sentence. To withdraw from the Purchase Contract, the Buyer can use the sample form provided by the Seller, which is attached to the Terms and Conditions. The Buyer may send a notice of withdrawal from the Purchase Contract, among others, to the address of the Seller's place of business or Seller's e-mail address: info@goodwell.cz.

5.3. In the event of withdrawal from the Purchase Contract in accordance with Subsection 5.2 hereof, the Purchase Contract shall be treated as null and void from the outset. The goods must be returned by the Buyer to the Seller within fourteen (14) days of receiving such notice of withdrawal from the Purchase Contract by the Seller. If the Buyer withdraws from the Purchase Contract, the Buyer shall be liable for the costs incurred by the Buyer in returning the goods to the Seller, including but not limited to cases where the goods cannot be returned using standard postal service due to the nature of such goods.

5.4. If the Buyer withdraws from the Purchase Contract in accordance with Subsection 5.2 hereof, the Seller shall refund the received funds within fourteen (14) days of receiving a notice of withdrawal from the Purchase Contract by the Seller using the same payment method originally used by the Buyer. Alternatively, the Seller may refund the payment of the Buyer already upon the return of the goods by the Buyer or using another payment method, provided that the Buyer agrees and provided that no additional costs are thus incurred by the Buyer. If the Buyer withdraws from the Purchase Contract, the Seller shall be under no obligation to issue a refund to the Buyer before the Buyer returns the goods to the Seller or demonstrates that the goods have been shipped to the Seller.

5.5. If the goods are damaged, the Seller has the right to unilaterally offset compensation for such damage against the Buyer's refund of the Purchase Price.

5.6. In cases where the Buyer has the right to withdraw from the Purchase Contract pursuant to Section 1829(1) of the Civil Code, the Seller also has the right to withdraw from the Purchase Contract at any time until the goods are accepted by the Buyer. In such a case, the Seller shall refund the Purchase Price to the Buyer without undue delay, by means of a transfer to an account indicated by the Buyer.

5.7. If a gift is provided to the Buyer together with goods, the Gift Agreement between the Seller and the Buyer is deemed to be entered into with a termination clause according to which the Gift Agreement concerning such a gift expires upon withdrawal from the Purchase Contract by the Buyer, whereupon the Buyer shall be required to return to the Seller thus provided gift together with the goods.

6. Shipping and Delivering Goods

6.1. If a special means of transport is arranged to meet the Buyer's requirements, the Buyer assumes the risk and any additional costs for such means of transport.

6.2. If the Seller shall be required to deliver the goods to a destination designated by the Buyer in the purchase order in accordance with the Purchase Contract, the Buyer is required to accept the goods upon delivery.

6.3. If, due to a fault on the part of the Buyer, the goods need to be delivered on multiple occasions or in a manner different from specified in the purchase order, the Buyer shall pay the cost of multiple deliveries of the goods or, as the case may be, the cost of using a different means of transport.

6.4. Upon receipt of goods from the carrier, the Buyer shall verify that the packaging has not been damaged and inform the carrier immediately of any defects. If the packaging is damaged in a manner indicating that the goods have been tampered with, the Buyer is under no obligation to accept the shipment from the carrier.

6.5. Any additional rights and obligations of the Parties regarding the shipping of the Goods may be subject to the Seller's specific terms and conditions of delivery if agreed upon by the Seller.

7. Rights Relating to Faulty Performance

7.1. The rights and obligations of the Parties regarding rights relating to faulty performance are govern by applicable legislation (in particularly, the provisions of Sections 1914 to 1925, Sections 2099 to 2117 and Section 2161 to 2174 of the Civil Code and Act No. 634/1992 Coll., on Consumer Protection, as amended).

7.2. The Seller is liable to the Buyer for ensuring that the goods are free of defects upon acceptance. In particular, the Seller is liable to the Buyer for ensuring that at the time the Buyer accepts the goods:

7.2.1. the goods have the characteristics agreed upon by the Parties, and if no such agreement has been made, the goods have characteristics which the Seller or the manufacturer has described or which the Buyer expected in consideration of the nature of the goods and in consideration of advertising thereby carried out;

7.2.2. the goods are fit for the intended purpose as specified by the Seller or for the usual purpose of such kind of goods;

7.2.3. the quality and appearance of the goods correspond to the agreed specimen or model, provided that quality or appearance has been based on an agreed specimen or model;

7.2.4. the goods are delivered in an appropriate quantity, extent, or weight; and

7.2.5. the goods comply with the requirements of the applicable legislation.

7.3. The provisions of Subsection 7.2 hereof shall not apply to goods sold for a reduced price due to a defect for which such the price is reduced, to wear and tear in goods caused by their normal use, to defects in used goods commensurate with the degree of wear and tear which such used goods had upon the acceptance thereof by the Buyer, or where the non-applicability of the foregoing provisions ensues from the nature of the goods.

7.4. If a defect manifests itself within six months after acceptance, the goods will be deemed to have been defective already upon acceptance.

7.5. Claims concerning rights relating to faulty performance must be made by the Buyer to the Seller at the address of the Seller's place of business where the acceptance of a claim is possible in consideration of the assortment of goods sold thereat or, where applicable, at the Seller's registered office or other business establishment.

7.6. Additional rights and obligations of the Parties relating to the Seller's liability for defects may be laid down in the Seller's Complaint Guidelines.

8. Other Rights and Obligations of the Parties

8.1. Ownership of the goods is transferred to the Buyer once the Purchase Price has been paid in full.

8.2. In dealings with the Buyer, the Seller is not subject to any code of conduct as defined by Section 1826(1)(e) of the Civil Code.

8.3. The Seller shall address consumer complaints through the email address info@goodwell.cz. The Seller shall provide details about the settlement of the Buyer's complaint to the Buyer's Email Address.

8.4. The out-of-court settlement of consumer disputes arising under or in connection with the Purchase Contract is in the jurisdiction of the Czech Trade Inspection Authority with its registered office at Štěpánská 567/15, 120 00 Praha (Prague) 2, Czech Republic, identification No. 000 20 869, website: https://adr.coi.cz/cs. Any disputes between the Seller and the Buyer arising under or in connection with the Purchase Contract can be resolved using the online dispute resolution platform available at https://ec.europa.eu/consumers/odr.

8.5. The European Consumer Centre Czech Republic, with its registered office at Štěpánská 567/15, 120 00 Praha (Prague) 2, Czech Republic, website: https://www.evropskyspotrebitel.cz is the contact point under Regulation (EU) No. 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes and amending Regulation (EC) No. 2006/2004 and Directive 2009/22/EC (Regulation on online dispute resolution for consumer disputes).

8.6. The Seller is authorised to sell goods under a trade license. Trade inspections are carried out by the (Czech) Trade Licensing Authority with the relevant jurisdiction. Supervision over the protection of personal data is carried out by the (Czech) Office for Personal Data Protection. In addition, the Czech Trade Inspection Authority carries out limited supervision over compliance with Act No. 634/1992 Coll., on Consumer Protection, as amended.

8.7. The Buyer hereby assumes the risk of a change of circumstances within the meaning of Section 1765(2) of the Civil Code.

9. Personal Data Protection

9.1. Pursuant to Article 13 of 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) (hereinafter referred to as the "GDPR"), the Seller fulfils the information obligation towards the Buyer. This involves processing the personal data of the Buyer for the purpose of the performance of the Purchase Contract, for the purpose of the negotiations of the Purchase Contract and for the purpose of the performance of the public law obligations of the Seller as detailed in a separate document.

10. Distribution Business Communications and Storing Cookies

10.1. The Buyer consents to the distribution of information relating to the Seller's goods, services and business using the Buyer's Email Address. Likewise, the Buyer consents to the distribution by the Seller of commercial communications to the Buyer's Email Address. Pursuant to Article 13 of the GDPR, the Seller fulfils its information obligation towards the Buyer concerning the processing of the personal data of the Buyer for the purpose of distributing business communications as detailed in a separate document.

10.2. The Buyer consents to the storing of cookies to his/her/their computer. If a purchase can be made through the Website and the commitments of the Buyer arising under or in connection with the Purchase Contract can be fulfilled without storing cookies to the computer of the Buyer, the Buyer may revoke the previously granted consent at any time.

11. Delivery

11.1. Information concerning dealings between the Seller and the Buyer shall be delivered to the Buyer's Email Address.

12. Miscellaneous

12.1. If the contractual arrangement established under the Purchase Contract contains an international (foreign) reference, the Parties agree that the contractual arrangement shall be governed by the Czech law.

12.2. By choosing the law under Subsection 12.1 hereof, the Buyer is not deprived of the protection afforded to him/her/them by the mandatory provisions of the law which cannot be derogated from by agreement and which would otherwise apply in the absence of a choice of law applicable pursuant to Article 6(1) and (2) of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I).

12.3. If any provision of the Terms and Conditions is or becomes invalid or ineffective, such invalid or ineffective provision shall be replaced by a provision whose meaning is as close as possible to the invalid or ineffective provision. The invalidity or ineffectiveness of a provision does not prejudice the validity and effectiveness of other provisions.

12.4. The Seller retains the Purchase Contract, including the Terms and Conditions, in electronic form, and it is not accessible.

12.5. A sample form for withdrawal from the Purchase Contract is attached to the Terms and Conditions.

12.6 Contact details of the Seller: address for service – GoodWell s.r.o., Varšavská 715/36, Vinohrady, 120 00 Praha (Prague 2), Czech Republic, email: info@goodwell.cz, telephone: + 420 608 478 290

Prague, 15 March 2024