I. General Provisions

1. These general terms and conditions govern the rights and obligations of ALMARA SOAP s.r.o. (hereinafter referred to as "ALMARA SOAP" or "seller") and the customer (hereinafter referred to as "buyer" or "customer") in relation to the supply of cosmetic products and cosmetics accessories under the brand manufactured by ALMARA SOAP (hereinafter referred to as "goods") to the customer based on their order. The buyer can only be a business entity, not an end consumer.
2. These General Terms and Conditions are binding for all customers of ALMARA SOAP purchasing based on a valid offer from the online store operated by ALMARA SOAP at www.almarasoap.com or the version of this address designated for a specific foreign market, i.e., for business entities that send an order. The contracting parties exclude the application of any buyer's terms and conditions to their contractual relationship.
3. These general terms and conditions come into effect on the day of their publication on the ALMARA SOAP website (www.almarasoap.com). The seller may change or supplement the wording of the terms and conditions without the customer's consent only to a reasonable extent. In such a case, the seller is obliged to provide the customer with the new wording of the terms and conditions in textual form with clearly marked proposed changes. If the customer does not agree with the proposed changes, either party is entitled to terminate the general terms and conditions. In such a case, the notice period is 15 days. The conditions for the delivery of the proposed changes to the terms and conditions to the customer are governed by Article X of these terms.
4. All relationships between ALMARA SOAP and the customer not governed by these general terms and conditions are subject to the relevant provisions of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "Civil Code").
5. The goods supplied by ALMARA SOAP are intended for sale to consumers (so-called "end customers"). Without prior written consent, the goods supplied by ALMARA SOAP are not intended for wholesale distribution or resale to other business entities other than end consumers.
6. The customer agrees to sell ALMARA SOAP products only on the e-shop(s) of which they are the direct owner or operator.
   The sale of ALMARA SOAP products through an e-shop of which the client is not the direct owner or operator, or through aggregation platforms or intermediary e-shops, such as Amazon, eBay, AliExpress, Etsy, Mall.cz, etc., is not permissible and gives ALMARA SOAP the right to withdraw from the contract and also to a contractual penalty of CZK 50,000.

II. Ordering Goods

1. Before making the first order, the customer is obliged to register in the wholesale section on the ALMARA SOAP website at www.almarasoap.com or the version of this address designated for a specific foreign market and provide all required information during the registration process. Upon request from ALMARA SOAP, the customer must provide (physically, e.g., by mail, or electronically, e.g., by email) their identification documents, i.e., an extract from the commercial register, a copy of the trade license, VAT registration certificate, and Tax Identification Number (TIN). A representative of ALMARA SOAP will subsequently complete the registration process during a phone or personal contact, thus enabling the customer to order goods in the ALMARA SOAP wholesale section, which the customer logs into at www.almarasoap.com or the version of this address designated for a specific foreign market.
2. The order must always be sent to ALMARA SOAP via the electronic wholesale store on the ALMARA SOAP website at www.almarasoap.com, or the version of this address designated for a specific foreign market. Only in exceptional cases, and only after prior agreement with ALMARA SOAP, may the order be sent by mail or email to the addresses specified on the ALMARA SOAP website.
3. The customer is obliged to provide the following information in the order:
   1. their identification, i.e., business name and/or first and last name, registered office/residence, Company ID, VAT ID, contact (telephone, email address).
   2. the code of the ordered goods according to the catalog and possibly its description.
   3. the quantity of the ordered goods.
   4. the address for the delivery of the goods (if this information is not provided, it is assumed that the goods are to be delivered to the buyer's registered office/residence).
   5. in the case of a written order, the name, surname, and signature of the person authorized to act on behalf of the customer, possibly also the customer's stamp impression.
   6. the name and surname of the contact person (if this information is not provided, it is assumed that the customer or any of their employees is authorized to receive the delivered goods.)
4. If the order does not contain the necessary elements according to the previous article, it is considered incomplete. In such a case, ALMARA SOAP will attempt to contact the customer and request them to rectify the deficiencies of the order and possibly clarify and/or supplement it. The order is considered complete upon the delivery of the data supplementing the elements of the incomplete order to ALMARA SOAP.
5. The first order with ALMARA SOAP:
   The customer will receive specific instructions and recommendations for selecting and composing the assortment from ALMARA SOAP via email or telephone consultation before placing the first order. They will also receive information and instructions regarding the minimum volume and combination of products in the first order.
   If the customer sells ALMARA SOAP products in their physical store, the delivery of the first order will also include marketing materials and products for sales support as specified in Article IX. The delivery will also include a display for showcasing soaps according to the customer's selection.
6. Immediately after receiving a complete order, ALMARA SOAP is obliged to check whether the requested goods are in stock. If the requested goods are not in stock or not available in the requested quantity, ALMARA SOAP will contact the customer and offer alternative fulfillment. If the delivery of the requested goods is only possible within a longer delivery period, ALMARA SOAP will inform the customer of this fact.
7. The customer acknowledges that ALMARA SOAP is not obliged to enter into a purchase contract with them if they have previously materially breached the purchase contract or the general terms and conditions.
8. Phone calls with ALMARA SOAP may be monitored for the purpose of documenting the scope of the order, proving disputed facts, or improving services.
9. By ordering goods, the customer acknowledges that for goods subject to legal obligations regarding safe handling and hazardous substances, safety data sheets and instructions for safe handling are available on the ALMARA SOAP website. The customer agrees to adhere to these instructions for all delivered types of goods.

III. Purchase Price of Goods

1. The binding purchase price of the goods is determined according to the current price list of ALMARA SOAP. The current price list is available in electronic form (PDF file) at any time on the ALMARA SOAP website in the wholesale section of the e-shop accessible after logging in at www.almarasoap.com.
2. ALMARA SOAP reserves the right to increase the price of the goods listed in the price list at any time in the event of significant and demonstrable increases in prices from its suppliers. ALMARA SOAP will inform the customer of these changes in an appropriate manner. Otherwise, the rules for changing the price list will apply as stated in Article I, paragraph 3.

IV. Conclusion of the Purchase Contract

1. The delivery of the complete order of the customer to ALMARA SOAP according to Article II.1. constitutes an offer to conclude a purchase contract pursuant to § 1725 and following of the Civil Code.
2. The purchase contract is concluded:
   1. at the moment of delivery of the complete order to ALMARA SOAP, provided that the customer orders the goods at the current price, or
   2. at the moment the customer expresses consent to the delivery of alternative fulfillment or to the delivery of goods within a longer delivery period according to Article II.5., whichever occurs later.

V. Due Date of the Purchase Price and Payment Terms

1. The customer will pay for the delivery of goods from ALMARA SOAP by cash on delivery or in cash upon delivery of the goods, if permitted by law. ALMARA SOAP may, based on the positive payment history of the customer, allow the customer to pay in another way, e.g., by cashless payment. ALMARA SOAP also reserves the right to withdraw from the offer of this payment method at any time.
2. In the case of cashless payment, the customer is obliged to pay the purchase price for the delivered goods by cashless transfer to the account of ALMARA SOAP specified on the relevant tax document.
3. In the case of a cashless transfer, the purchase price is considered paid at the moment the relevant amount is credited to the account of ALMARA SOAP specified on the tax document. A cash payment document is understood as an expense receipt issued by the customer and confirmed by ALMARA SOAP or a receipt that ALMARA SOAP issues to the customer.
4. In the case of cashless payment, the purchase price for the goods that ALMARA SOAP delivers to the customer based on the customer's order is due within 10 days from the delivery of the goods to the customer or by the due date specified on the tax document issued by ALMARA SOAP to the customer, whichever of these two dates occurs later.
5. The customer is obliged to pay all obligations to ALMARA SOAP according to the rules set forth in these general terms and conditions unless individual payment terms have been agreed in writing with ALMARA SOAP. If the customer is in default of payment of the purchase price or any part thereof, they lose the right to any discounts granted by ALMARA SOAP and are obliged to pay a contractual penalty of 0.05% of the overdue amount for each started day of delay.
6. ALMARA SOAP reserves the right to require from a customer who has overdue obligations to ALMARA SOAP or has had such obligations (repeatedly) in the past, payment on delivery or in cash upon delivery of the goods. If the customer does not accept this condition, ALMARA SOAP reserves the right to deliver the ordered goods only after all their obligations to ALMARA SOAP have been settled. It is up to ALMARA SOAP to decide whether and when to allow the customer to pay for subsequent deliveries of goods in a manner other than cash on delivery or in cash upon delivery of the goods.

VI. Delivery and Sale Conditions of Goods

1. ALMARA SOAP will deliver the goods at its own cost and risk to the agreed address. In the case of an order for goods whose total value after deducting the provided discounts does not exceed CZK 4,000.00 excluding VAT, the customer will be charged for shipping. The amount of shipping will depend on the specific order, i.e., its weight and dimensions, and will be calculated for the customer during the ordering process before the order is completed.
   Shipping will not be charged to the customer if it concerns additional coverage of the customer's order exceeding CZK 4,000.00 excluding VAT, or its partial fulfillment.
2. Unless otherwise agreed between ALMARA SOAP and the customer, ALMARA SOAP undertakes to dispatch the ordered goods no later than 3 (three) working days from the receipt of the order if the order is delivered to the seller via electronic commerce on working days no later than 5:00 PM.
3. Along with the delivered goods, ALMARA SOAP will always provide the customer with a delivery note, which includes the exact identification of the delivered goods and their quantity. The customer is obliged to check the delivery based on the delivery note and promptly inform ALMARA SOAP of any discrepancies between the shipment and the delivery note, see Article VII b. 2.
4. For products that ALMARA SOAP introduces for sale as "new products" – i.e., novelties in the assortment of soaps or cosmetics, or limited editions of products that are available (even repeatedly) only for a certain period – the customer has the option to order this product in advance so that they can offer it to their end customers in their store or on their e-shop for immediate purchase on the day the product is launched on the market, as determined by ALMARA SOAP. ALMARA SOAP will inform the customer of this offer in the usual manner, e.g., in the form of a so-called product newsletter, etc.
   ALMARA SOAP will dispatch the ordered products within the usual timeframe of 3 working days from the receipt of the order if the order is delivered to the seller via electronic commerce on working days no later than 5:00 PM. However, it cannot guarantee timely delivery by the carrier as an external entity so that the customer can launch the given product for sale on the day of the sales start on the part of ALMARA SOAP. The customer agrees not to disseminate information about new products in the ALMARA SOAP assortment any earlier than they receive permission from ALMARA SOAP and that in this regard, they will take all measures to ensure that information about the launch of a new ALMARA SOAP product does not reach the public in any way before the date specified by ALMARA SOAP and on which ALMARA SOAP will launch the product, e.g., on its e-shop www.almarasoap.com or the version of this address designated for that foreign market, or on the date when ALMARA SOAP's advertising campaign for the launch of the new product begins. The customer agrees to adhere to the sales start date of the given product defined by ALMARA SOAP and not to offer the product to their customers in their store or on their e-shop before the specified date.
   The customer also agrees to adhere to the start date of the advertising campaign for the sales support of the given product designated by ALMARA SOAP and will not inform in any way about the launch of the given product on the market earlier than the dates for the start of the campaign designated by ALMARA SOAP.
   The start dates of the introductory advertising campaign or the start date of the product sale, i.e., the possibility to offer the product to their end customers, will be communicated by ALMARA SOAP to the customer in an appropriate manner along with product information, e.g., in the form of a so-called product newsletter, etc.
   If the customer fails to keep the above information confidential before the date specified by ALMARA SOAP, and/or launches an advertising or communication campaign, and/or offers the given product in advance to their end customers, ALMARA SOAP is entitled to demand from the customer a contractual penalty of up to CZK 100,000 (one hundred thousand Czech crowns), which is payable within 10 days from the delivery of the request for its payment.
5. The customer is obliged to promptly inform ALMARA SOAP in writing of any change in the delivery address of the goods or the contact person. ALMARA SOAP is not liable for damages caused by incorrect or delayed delivery of goods if caused by the customer's violation of their obligations under this article.
6. The risk of damage to the goods passes to the buyer at the moment of receipt of the delivered goods.
7. ALMARA SOAP will send the customer a tax document-invoice in electronic form in PDF format to the email address provided in their customer account in the ALMARA SOAP wholesale e-shop, or it will deliver it to the customer together with the shipment of goods along with the delivery note. In the case of partial fulfillment, ALMARA SOAP will deliver the tax document-invoice to the customer subsequently after the end of the contractually defined period.
8. Each invoice will contain, in addition to other legally required elements, the following information:
   1. Designation and number of the invoice.
   2. Name, registered office, Company ID, VAT ID of the seller and buyer, data on registration in the commercial register (court, section, registration number).
   3. Bank details of the seller.
   4. Due date of the purchase price.
   5. Description of the delivered goods and their quantity.
   6. Order number of the buyer.
   7. Price excluding VAT, VAT, total amount to be paid.
   8. Number of the relevant delivery note.
9. The customer is entitled to return the invoice by the due date (i.e., deliver it to ALMARA SOAP in a verifiable manner) if it contains incorrect price information or if any of the required elements are missing from the invoice. Along with the returned invoice, the customer is obliged to specify in writing the defects that, in their opinion, the invoice exhibits. If the invoice is indeed issued incorrectly, ALMARA SOAP will issue a new one to the customer. The customer's obligation to pay the purchase price within the due date specified on the original invoice is not affected unless the defect of the invoice consists in the incorrectly determined amount of the purchase price. The due date in such a case runs from the delivery of the corrected invoice to the customer.
10. In the case of a requested correction of the tax document by the customer to another legal entity, or the division of the tax document in a manner other than specified in the order, the customer is obliged to pay ALMARA SOAP an administrative fee of CZK 100 excluding VAT.

VII. Complaints and Warranty Period

1. The rights and obligations of ALMARA SOAP and the customer regarding ALMARA SOAP's liability for defects in the goods are governed by the relevant generally binding regulations, especially § 2099 and following of the Civil Code.
2. The customer is obliged to check the delivery upon receipt of the goods. Incorrect quantity and obvious defects in the goods upon delivery must be reported by the customer in writing immediately, but no later than 48 hours after receipt of the goods. In the complaint, the customer is obliged to describe the defects and possibly state how they manifest.
3. The seller is liable to the buyer that the sold item is in accordance with the purchase contract upon receipt by the buyer, especially that it is free of defects. If the item is not in accordance with the purchase contract upon receipt by the buyer (hereinafter referred to as "non-conformity with the purchase contract"), the buyer has the right to