Terms & Conditions of the company Rawvolution s.r.o. with its registered office at: Na Skalce 20, 251 01 Popovičky, Organisation ID: 037 40 331, Tax ID: CZ 037 40 331, incorporated in the Commercial Register maintained by the Municipal Court in Prague, file No. C 235692

(hereinafter the Company or Trading Company, or also the Seller)

for the sale of goods through an on-line shop located on a website at the internet address: www.business.myrawjoy.com

1. USER ACCOUNT

1. Based on the Buyer’s registration made on the Website, the Buyer can access its user interface. Through its user interface, the Buyer can order the goods (hereinafter referred to as the ‘User Account’).

2. When registering with the Website and placing an order, all data indicated by the Buyer must be true and correct. In the event of any change, the Buyer shall be obliged to update the data stated in the User Account. The data the Buyer has provided in the User Account and when placing an order are considered by the Seller to be correct.

3.  Access to the User Account is secured by a user name and password. The Buyer shall be obliged to keep confidential the information necessary to access its User Account.

4. The Buyer acknowledges that the User Account may not be available continuously, especially with respect to the necessary maintenance of the hardware and software equipment of the Seller, or the necessary maintenance of the hardware and software equipment of third parties.

2. CLOSING THE PURCHASE AGREEMENT

1. The sale of Goods is made on basis of a Purchase Agreement concluded between the Seller and the Buyer.

2. The Purchase Agreement is concluded on basis of a binding order of Goods by the Buyer and its acceptance by the Seller. The order and its acceptance can be made both in writing and verbally, by telephone, electronically or in any other form of means of remote communication, i.e. via e-mail or the Seller's website www. business.myrawjoy.com. The acceptance of the order by the Seller can also be made implicitly by delivering the ordered Goods.

3. The Buyer gets Goods by orders, for which both parties consider pre-order/bookings as well as additional orders. An order must include at least:

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  exact specification of Goods,
     

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  determining the number of items and the size of each item,
     

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  price according to the valid Pricelist,
     

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  requested place of delivery
     

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  Buyer identification
     

If the Seller is unable to complete the order, he shall send the Buyer an offer with a change of conditions, under which he is able to deliver the Goods or part of the Goods. The Buyer is obliged to notify the Seller whether he accepts the new offer (hereinafter referred to as the "Modified Order").

4. The Agreement is thus concluded either directly by delivering the Goods to the Buyer, by accepting an order from the Seller, or accepting a modified order by the Buyer.

3. THE SELLER IS NOT OBLIGED TO DELIVER THE GOODS IF:

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  the Buyer is in delay with the payment of previous monetary obligations after their due date or
     

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  the Buyer seriously violates its obligations and responsibilities towards the Seller, which arise from these Terms and conditions,
     

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  the delivery of Goods has been delayed due to the occurrence of an unforeseeable circumstance which occurred independently of the will of the Seller and the Seller is not responsible for it.
     

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  a petition for bankruptcy has been filed for the property of the Buyer, bankruptcy has been declared, a petition for bankruptcy has been rejected due to lack of property, the Buyer is in liquidation, a petition for reorganization has been filed for the Buyer or there is another serious reason for which it can be expected that the Buyer would not comply with his/her obligations
     

 4.ORDERS

1. Goods may also be ordered in so called pre-order/bookings and additional orders.

2. Pre-order/bookings must be sent out during the pre-order/booking time.

3. If there is a note in the Pricelist that says "booking only", then these Goods can only be ordered in a pre-order/booking.

4. The Buyer may order Goods from the Seller at any time during the year (so-called "additional orders"), which means repeated orders throughout the year, except for pre-order/booking.

5. PURCHASE PRICE, PAYMENT CONDITIONS

1. The purchase price for each item is determined in the valid Pricelist of the Seller's (hereinafter referred to as the "Pricelist"), unless both parties agree otherwise (in special cases). The Pricelist comes as an attachment and integral part of these business Terms. A valid Pricelist is available at the Seller's premises, and on website www. business.myrawjoy.com with each item, after logging into the B2B Partner section. The Pricelist can also be sent upon Buyer’s request.

2. The Buyer is obligated to request a Pricelist from the Seller prior to placing each order.  If he fails to fulfill this obligation, it is understood that he agrees to the purchase price stated in the Seller's Pricelist and on the invoice/tax documen, or the website business.myrawjoy.com. The statutory VAT would be added to the agreed purchase price.

3. No later than 15 days from the handover of the Goods, the invoice/tax document would be handed over to the Buyer by sending it to the Buyer's registered office via the postal license holder or electronically (by e-mail) to the agreed email addresses. Invoices/tax documents are also available to the Buyer in the B2B partner section of the Seller's website. In doubt, the Buyer is considered to have received the invoice/tax document on the 3rd day after it was issued.

4. All invoices/tax documents are due in seven (7) days from the date of issuing, unless otherwise specified in individual business cases.

5. The Buyer shall pay the charged purchase price via bank transfer or via online payment gateway to the Seller's bank account stated on the invoice/tax document. In the event of a Buyer defaulting to pay the purchase price for more than seven days after the due date of the invoice/tax document, he is obliged to pay the Seller a late payment fee of 0.4% of the outstanding purchase price for each day of such delay, which is due on the day when the right to pay this late payment fee arises.

6. The Seller reserves the right to adjust the Pricelist according to exchange rate changes announced by the Czech National Bank and changes made by the manufacturer, where the price stated in the Pricelist is valid as of the day of placing the order. The new Pricelist is valid from the day of its publication on the website www. business.myrawjoy.com (for each product, when logging into the B2B partners section), or from the day of its publication in the new print version of the Pricelist, whichever comes later.

5. TRANSPORT AND DELIVERY OF GOODS

1. In the event that the mode of transport has been agreed based on a specific requirement of the Buyer, the risk and costs associated with this mode of transport are borne by the Buyer. Consignments sent to non-EU countries comply with customs rules of the respective country.

2.  If the Seller is obliged under the Purchase Agreement to deliver the goods to the place specified by the Buyer in the order, the Buyer shall be obliged to take over the goods upon delivery.

3.  If it is necessary, for reasons on the side of the Buyer, to deliver the goods repeatedly or in a different manner than that specified in the Order, the Buyer shall be obliged to cover the costs relating to repeated delivery of goods, or costs relating to a different method of delivery.

4. The Buyer shall be obliged to check the integrity of the goods’ packaging on acceptance of the goods from the carrier, and in the event of any defects whatsoever, to immediately inform the carrier of this. If the packaging shows signs of damage indicating unauthorised opening of the consignment, the Buyer doesn’t have to accept the consignment from the carrier. This shall not restrict the Buyer’s rights of the defective performance and other rights of the Buyer arising from the generally binding legal regulations.

5. The Seller shall not be liable for damage to the goods or failure to deliver the goods caused by the carrier. 

6.  Other rights and obligations of the parties concerning the transport of goods may be provided for in special delivery terms of the Seller if issued by the Seller.  The Seller shall not be liable for the quality of supplied goods, particularly that of chocolate products transported at temperatures of more than 22°C. Transport of chocolate goods in warm periods is not recommended.

6. RIGHTS FROM DEFECTIVE PERFORMANCE
 

1. The rights and obligations of the Contracting Parties regarding rights from defective performance shall be governed by the respective generally binding legislation.

2. The Seller shall be liable to the Buyer for the goods being free from defects on acceptance. The Seller shall in particular be liable to the Buyer for ensuring that, at the moment of goods acceptance by the Buyer, the goods:

   • exhibit the properties which the parties agreed on, and if no such agreement exists, that the goods exhibit such properties which the Seller or the manufacturer described or which the Buyer expected in view of the nature of the goods and on the basis of advertising performed by the Seller or the manufacturer,

3. The Seller shall not be liable for any change in properties of supplied goods caused as a result of transport, particularly in warm weather. (Article 6(6))

4. The goods are suitable for the purpose which the Seller specifies as their purpose or which goods of this type are usually used for,

5. The goods correspond in quality or design to the contracted sample or model, provided the quality or design was determined according to the contracted sample or model,

6. The goods are provided in the appropriate quantity, scope or weight and

7. The goods comply with the requirements of the legislation.

8. The Seller shall have obligations from defective performance at least to the extent that the obligations from defective performance of the manufacturer persist.  Where the goods sold, their packaging, instructions attached to the goods or advertising in accordance with other legislation indicate the period during which the goods may be used, the provisions of the quality guarantee shall apply. By guaranteeing the quality, the seller undertakes that the goods will be suitable for use for the usual purpose for a certain period of time or that they will retain their usual properties.

9. The Buyer may exercise its rights from liability for defects of the goods by sending a written complaint to the address: Rawvolution s.r.o., Na Skalce 20, 25101 Popovičky, or an electronic mail to the address team@myrawjoy.com.

10. The Buyer shall inform the Seller which right it wishes to exercise at the time of the defect notification or without undue delay after the defect notification.  The Buyer cannot change the choice made without the Seller's consent; this does not apply if the Buyer asks for repair of the defect, which proves to be irreparable.

11. If  goods  lack  the  properties  specified  above ,  the  Buyer  may  also  require  new goods without defects to be delivered to it, unless it is disproportionate to the nature of the defect. In such a case the Buyer shall be entitled to withdraw from the Purchase Agreement.

12. In the event of a complaint, the Buyer shall be obliged to return the goods claimed to be defective to the address of the Seller together with a document of the postage paid.  When making a claim for the goods, the Buyer shall be liable to provide the Seller with photo documentation showing that the goods lack the properties indicated in the offer or these goods description.  The Seller shall provide its statement concerning the claim within a period of 14 days.  

13. The Seller shall examine the goods under complaint/photo documentation and should the complaint be accepted, the Buyer shall be supplied a new product and refunded the postage costs or it shall be refunded the amount paid for the defective product.  If the return is not accepted, the Buyer shall not be refunded the costs of returning the product. The refund shall be made to the bank account of the Buyer from which the payment for the goods was transmitted.

7. DISCOUNTS

1. If the Seller shows no record of Buyer’s outstanding payments, and the Buyer took the ordered Goods properly and promptly, the Seller may provide the Buyer a discount of the price of Goods. For individual types of discounts, other conditions that are necessary for providing a particular type of discount have to be met, beyond the conditions stated in the previous sentence.

2. In case of Buyer's late payment of the purchase price for delivered Goods, which is longer than 10 days, the Buyer would lose the entitlement to discounts in the future, and the Seller may charge and issue an invoice/tax document for the price difference between the Pricelist and the price actually paid with the discounts provided.

3. Levels of individual discounts between the Seller and the Buyer would be set out prior to the pre-order/booking, or before the start of the new hockey Season, when the new Pricelist created by the Seller would enter into force. would be released. Anyhow, no later than by April 30 of each calendar year.

8. CONTACT PERSONS

1. Purchase Agreements according to this Agreement may also be signed by both the Buyer’s and the Seller's employees, or by other authorized persons. The Buyer undertakes the liability that signing of Purchase Agreements would be done by authorized persons. Otherwise the Buyer is liable for any damage incurred to the Seller.

2. The above applies to orders, delivery of Goods, signing of delivery notes, receipt of invoices/tax documents, receipt of Goods.

3. The Buyer is responsible for the concluded purchase Agreement in the event the individual partial transactions leading to the conclusion of the purchase Agreement were made by its purchasers, accountants and other employees engaged in ordering process according to their job positions, by ordering, confirming orders, taking the Goods and other necessary steps leading to Conclusion of the purchase Agreement.

4. The Buyer would appoint their contact person and communicate this to the Seller, prior to making the first orders. Otherwise the person acting on behalf of the Buyer is deemed to have been entrusted to do so.

9. PLACE OF COLLECTION OF GOODS, RESPONSIBILITY FOR THE GOODS

1. The place of collection of Goods is the Seller's warehouse. The Seller's obligation to deliver the ordered Goods is fulfilled by handing them to the Buyer at the agreed place or at the time of handing the Goods over to the transport service for transporting them to the destination.

2. The ownership right of Goods would be passed to the Buyer only after the purchase price has been paid in full.

3. The risk of damage to the Goods is passed to the Buyer at the time the Buyer takes over the Goods from the Seller, if he does not do so in time, at the time when the Seller allowed him/her to dispose of the Goods and the Buyer violates his obligation to take over the Goods. Damage to the Goods, which occurred after the transfer of the risk of damage to the Goods to the Buyer, does not affect his obligation to pay the purchase price.

10.DELIVERY AND ACCEPTANCE OF GOODS

1. The authorised representative of the Buyer is obliged to take over the ordered Goods and confirm the takeover with his/her signature on the delivery note, or on the invoice/tax-document, unless the parties, in specific case, agree otherwise.

2. The Seller has the right to deliver the Goods before the agreed date or in partial deliveries. If the Seller does not deliver the Goods within the agreed period, the Buyer is obliged to provide him/her with a reasonable delivery period.

3. The Seller is entitled to deliver the Goods in partial deliveries and the Buyer is always obliged to accept such partial delivery.

4. Unreasonable refusal to accept the delivered Goods or unreasonable refusal to confirm the delivery note or invoice/tax document is considered a breach of the Buyer's obligations. In such case the Buyer undertakes to reimburse the Seller for the costs of storing the Goods and other costs, or other damage that might occur to the Seller.

11. CHECKING SHIPMENTS ON DELIVERY

1. When accepting the shipment, the Buyer is obliged to check the integrity of the packaging and protective adhesive tapes.

2. If the packaging shows no signs of damage, the Buyer takes over the shipment from the carrier by confirming the signature.

3. In the event the packaging of the shipment is damaged, it is necessary to include this information in the consignment note - if this is not done, the Seller is not responsible for any loss or damage. If the Buyer does so and includes the damage in the consignment note, he/she must immediately check the content of the shipment and inform the Seller of any discrepancies within 1 working day (in case of parcel transport) and 7 working days (pallet transport). The information should contain proper documentation including photos, detail description etc.

4. For undamaged and accepted Goods, the Buyer is obliged to check the contents of the Goods according to the delivery/packing list and report any discrepancies within 7 working days of the receipt. If the Buyer does not contact the Seller within this time, it is understood that the contents of the shipment were taken over in full and without damage.

12. OTHER ARRANGEMENTS

1. Both Parties expressly exclude the application of the following provisions for their legal relations established by this Agreement § 1932 Paragraph 2, § 1949 to § 1952, § 1978 Paragraph 2a and

§ 1995 Paragraph 2 of Act No. 89/2012 Coll., The Civil Code. Both Parties also exclude the application of provisions §1933 Paragraph 1 of the Civil Code, provided that, if the customer has several financial obligations towards the Seller and at the time of payment he does not specify the invoice/tax document number, the least secured and the longest due invoice/tax document and its accessories would be settled by this payment.

2. The Seller is entitled to unilaterally change these conditions, especially regarding the Pricelist. The Seller would notify the Buyer of the change of these conditions, including the Pricelist, by publishing them on the website www. business.myrawjoy.com. If the Buyer does not agree with the changes to these conditions, he is entitled to withdraw from the contract, which was concluded under the existing conditions and which would change the new conditions, with one month's notice from the date of publication of the new conditions. Contracts concluded after the publication of new conditions are already subject to the new conditions, unless otherwise agreed in them or in the contract.

3. The Seller is not liable to the Buyer for damage caused by circumstances excluding the Seller’s liability, such as state interventions, operational, traffic and energy failures, failures of the

e-commerce system, strikes or exclusions. These circumstances are a reason to postponing the fulfillment of Agreement obligations of the Seller, for the period and to the extent of the effectiveness of these circumstances. The same applies even if the above circumstances occurred with the Seller's subcontractors.

4. The Buyer undertakes to immediately notify the Seller of any changes concerning his/her business license, tax obligations (especially change of VAT number and tax administrator), his/her valid account and bank details and in the event of the occurrence of insolvency. In the event of the Buyer’s insolvency, all receivables of the Buyer from the Seller become due on the day when the Seller became aware of this insolvency. In this case, the Seller is entitled to demand the immediate return of unpaid Goods in undamaged, faultless condition.

These Business Terms, and all legal relationships arising therefrom and in their context, are governed by the relevant provisions of Act No. 89/2012 Coll., The Civil Code, as amended.