Terms and Conditions

General Business Terms and Conditions of Nanopharma, a.s. (the “GBTC”)

 

  1. Basic Provisions

    1. In accordance with Section 1751(1) of Act No. 89/2012 Coll., the Civil Code (the “Civil Code”), these General Business Terms and Conditions of Nanopharma, a.s., with its registered address at Pardubice, Nová 306, PSČ 53009, Česká republika, IČ (Company Reg. No.) 284 48 898, registered in the Commercial Register maintained by the Regional Court in Hradec Králové, File No. B 3160 (the “Seller”), govern the rights and obligations of the parties arising in connection with or under the purchase agreement to be executed by and between the Seller and an individual through the Seller’s internet shop at www.nfibrecare.com (“E-shop”).

    2. The operator and owner of the website www.nfibrecare.com is the Seller. Only the Seller may exercise any and all proprietary rights in respect of such website pursuant to Act No. 121/2000 Coll., on copyright. Any maintenance, modification or propagation of the website is possible only with the consent of the Seller.

    3. Access to and use of the website www.nfibrecare.com is free of charge; the visitor uses the website at its own risk. The Seller shall bear no responsibility for the safe and uninterrupted use of such website.

    4. The Seller may be contacted via its e-mail address: info@nfibrecare.com.

    5. For the purposes hereof, the following expressions have the meanings specified below:

      1. Goods” is the full range of products offered by the Seller through its E-shop.

      2. Purchaser” is an individual who acts neither as an entrepreneur within the conduct of his entrepreneurial activities, nor a person within the independent exercise of his profession. The Purchaser is a consumer.

      3. Agreement” is that certain purchase Agreement to be executed by and between the Purchaser and the Seller through the latter’s E-shop for the purpose of the transfer of the title to the Goods, supply of the Goods, and payment of the purchase price for the Goods.

      4. Order” is an order for the Goods made by the Purchaser through the E-shop.

      5. E-mail” is the e-mail box of the Purchaser specified by it in the Order.

      6. Parties” are the Purchaser and the Seller.

    6. The Purchaser consents to the use of distant means of communication when entering into this Agreement. The costs incurred by the Purchaser in connection with the use of such means of distant communication when entering into this Agreement shall be borne solely by the Purchaser (internet access, telephone charges). The Seller does not enter into agreements via means of distant communication, the subject matter of which is a continuing performance.

  2. Order; Execution of the Agreement

    1. A prerequisite to the execution of the Agreement is the placing of an Order, specifically the completion and confirmation of a form designated for the placement of an Order by the Purchaser. By placing an Order, the Purchaser declares that

      1. It orders from the Seller, on a binding basis, the Goods specified in the Order;

      2. It has become fully acquainted with these GBTC, agrees with them, and considers them binding;

      3. Any and all understandings contained in these GBTC are clear, understandable, clearly arranged, and legible by the Purchaser without difficulties or restrictions, and that these GBTC were communicated to the Purchaser in an intelligible and clear manner.

    2. Each Order is deemed to constitute Purchaser’s proposal to enter into the Agreement. The Agreement is deemed executed and entered into upon delivery of the confirmation of the Order by the Seller to the Purchaser, as the Seller’s consent to the Purchaser’s proposal to execute the Agreement. By placing the Order, the Purchaser declares that it expressly agrees with the manner of executing the Agreement. The Seller shall deliver the confirmation of the Order to Purchaser’s e-mail address without unnecessary delay, unless otherwise provided in these GBTC.

    3. The Seller reserves the right not to confirm the Order or any part thereof in the event that the Goods are no longer manufactured or supplied, the Goods are sold out or, as appropriate, any other relevant reason exists for which the Seller may not be justly required to confirm the Order, such as the breach of any agreement(s) previously executed between the Seller and the particular Purchaser.

    4. Entry into the Agreement without agreement on all of its requisites pursuant to the Civil Code is excluded within the meaning of Section 1726 of the Civil Code. The Seller further excludes the acceptance of an offer with a supplement or deviation in accordance with Section 1740(3) of the Civil Code. The Seller reserves the right not to deliver the Goods outside of the European Union.

    5. In the event that it is not the intention of the Seller to confirm an Order in accordance with the preceding paragraph, the Seller shall inform the Purchaser of such fact by means of an e-mail without unnecessary delay.

    6. In the event that the Purchaser has already paid the purchase price for the Goods or any part thereof, and the Order is not confirmed by the Seller, the amount paid will be returned to the Purchaser without unnecessary delay.

    7. The Seller and the Purchaser unanimously declare that, prior to the execution of the Agreement or prior to making the Order, the Purchaser was informed of the Seller’s identity and contact data, identification of the Goods, their basic properties, price of and payment for the Goods, and the ways of supplying the Goods.

  3. Supply of Goods

    1. The Seller shall supply the Goods to the Purchaser’s place of residence specified in the Order. The Purchaser may specify in the Order a location to which the Goods are to be supplied other than that identified as its residential address.

    2. Unless another term of delivery is specified for particular Goods, the customary term of delivery for the Goods is 2 (two) business days, provided that the place of delivery is located within the territory of the Czech Republic. If the place of delivery is located elsewhere within the EU, the term of delivery is 7 (seven) business days.

    3. The respective terms of delivery start to run from the day following the day on which the full amount of the purchase price for the Goods (including the price for the supply) is credited via GoPay to the bank account of the Seller.

    4. The supply of the Goods will be carried out by delivery service selected by the Seller. Cost of delivery will be always specified in the Order form before submitting the Order.

    5. The Purchaser must take over the Goods upon delivery. In the event that the Purchaser fails to take over the Goods, the Seller may request from the Purchaser reimbursement for the costs of storing or, alternatively, the Seller may terminate the Agreement. In the event that the Seller terminates the Agreement, the Seller may unilaterally set off the costs incurred thereby against the Purchaser’s claim for the refund of the purchase price.

    6. The Purchaser shall, when taking over the Goods, inspect that their packaging is intact and, in case of any defect, notify the courier thereof with whom a protocol on damages shall executed. An incomplete or damaged package shall be reported simultaneously without undue delay to the Seller. The Purchaser may refuse to take-over the Goods if their packaging is damaged indicating unlawful violation.

    7. If for reasons on the part of the Purchaser it will be necessary to deliver the Goods repeatedly or by other means than as specified in the Order, the Purchaser shall cover costs in connection with such repeated delivery or such other means of delivery, as the case may be.

  4. Purchase price; Terms of Payment

    1. Information about the Goods and the purchase price provided by the Seller are binding save for manifest error. Purchase prices are presented including VAT at the statutory rate, except for the costs of the supply of the Goods. The Seller may grant to the Purchaser a discount from the purchase price on the terms and subject to the conditions specified in the E-shop.

    2. In accordance with this Agreement, the Purchaser is required to pay to the Seller the purchase price for the Goods specified for the relevant Goods in the E-shop, and to take over the Goods.

    3. Unless otherwise provided in these GBTC, the Purchaser has the obligation to pay, in addition to the purchase price for the Goods, also the cost of supply of the Goods (see Article 3.4.) to the place of delivery.

    4. The purchase price for the Goods shall be paid via GoPay payment system.

  5. Termination of Agreement

    1. The Purchaser may terminate the Agreement within 14 days following the takeover of the Goods without cause, notwithstanding the method applied to the takeover of the Goods or to making the payment (the “Termination”). In such case, the Purchaser has the obligation to return the Goods to the Seller in undamaged condition and free of any defects. The Purchaser shall deliver to the Seller a notice of termination within 14 days following the takeover of the Goods. The Purchaser may use the relevant form of termination available on the Seller’s websites, and attached as an Annex to these GBTC.

    2. The term of termination is deemed observed if the notice of termination is delivered to the Seller prior to the expiration of such term (see Article 5.1. of these GBTC). The notice of termination shall be in writing and sent to the address of the Seller’s seat.

    3. In case of the Termination, the Purchaser has the obligation to return or mail the Goods to the Seller’s warehouse at Skladon, Pohraniční 52/23, 703 00 Ostrava, Czech Republic, within 14 days of the Termination. In sending the Goods by mail, the Purchaser has the obligation to wrap the Goods in the original packing if possible, otherwise in any other suitable packing so as to prevent any damage or destruction. The Purchaser must attach a copy of the delivery note or invoice.

    4. In the event of a due Termination, the Seller will return to the Purchaser the purchase price for the Goods and the costs of supply of the Goods received from the Purchaser no later than within 14 days from the day on which each of the following terms and conditions is complied with:

      1. Notice of Termination has been delivered to the Seller; and

      2. The Seller has received the Goods.

    5. The purchase price for the Goods and the costs of the supply of the Goods will be returned using a means of payment identical to that used by the Purchaser in making the payment of the purchase price for the Goods and the costs of the Goods supply, unless otherwise agreed between the Parties.

    6. The Purchaser shall be liable for any reduction in the value of the Goods as a result of handling the Goods in a manner other than as is necessary for getting oneself acquainted with the nature and properties of the Goods, including its functionality (other than the actual use of the Goods). In the event that the Goods returned are damaged as a result of the breach by the Purchaser of its obligations, the Seller may claim from the Purchaser reimbursement for the reduction in the value of the Goods, and set off such reimbursement against the refund.

    7. In the event of termination, all direct costs incurred in connection with the return of the Goods are borne by the Purchaser and, in particular, the cost of supply of the Goods back to the Seller.

    8. The Purchaser may not terminate this Agreement if it unwrapped the Goods, and the Goods may not be returned for sanitary reasons. For the purposes hereof, unwrapping means, without limitation, the removal by the Purchaser of the protective foil of the package or any similar means protecting the content of the Goods against sanitary or other deterioration. For avoidance of doubt, extracting the Goods from their packaging, in particular extracting NFIBRECARE masks from their sealed packaging represents an irreversible devaluation and utilization of the Goods which cannot be subsequently returned.

  6. Liability for Defects / Guarantee

    1. The rights and obligations of the Parties concerning defective performance are governed by the relevant generally binding legal regulations under Czech law.

    2. The Seller is liable to the Purchaser for the Goods being free of any defects upon takeover. In particular, the Seller guarantees to the Purchaser that, upon takeover of the Goods by the Purchaser:

      1. The Goods have a composition (content) agreed by the Parties and, in absence of any such agreement, the Goods have such composition (content) as described by the Seller or manufacturer, or expected by the Purchaser in view of the nature of the Goods, and based on advertising made by the Seller or manufacturer;

      2. The Goods are fit for the purpose specified by the Seller for its use, or for such purpose for which the Goods of this kind are usually used;

      3. The Goods are supplied in the appropriate quantity, measure or weight; and

      4. The Goods meet the requirements specified in the applicable legal regulations of the Czech Republic.

      In case of Goods representing cosmetic products, such as the NFIBRECARE cosmetic masks, the Purchaser agrees and acknowledges that the Seller is not responsible and does not guarantee the effect of the application of such Goods, including that such Goods will have the cosmetic effect desired by the Purchaser.

    3. The Purchaser acknowledges that each of the Goods is one-use only. The Seller may not be held responsible for any damages or liability resulting from repeated use of the Goods.

    4. The Seller is not liable for defects arisen from ordinary wear and tear or failure to observe the relevant Directions for Use.

    5. The Seller grants to the Purchaser a guarantee for the quality of the Goods (the “Guarantee Period”) until the date of usability or minimum durability as indicated on the Goods or, provided that the Purchaser complies with the terms and conditions applicable to the storing of the Goods, and unless the Goods have been opened, except where such opening is necessary for the identification of the defect affecting the Goods.

    6. By granting the guarantee for quality, and/or specifying the period of usability or minimum durability of the goods, the Seller undertakes that the Goods will be capable of being used for the customary purpose, or that the Goods will maintain customary properties for a certain period of time. The specification of the Guarantee Period or the period of usability or minimum durability of the Goods on the packing or in the publicity has similar effects. The Seller is only liable for defects arising as a result of a defective manufacturing process or fault in execution of the Order (such as incomplete delivery, delivery of wrong Goods, damaged packaging or damaged Goods).

    7. The Guarantee Period begins to run upon the delivery of the Goods to the Purchaser. If the Goods were mailed in accordance with the Agreement, the Guarantee Period runs from the arrival of the Goods to the place of destination pursuant to Art. 3.1.

    8. The Purchaser has no rights under the guarantee, if the defect is caused by an external event occurring after the risk of damage to the Goods has been transferred to the Purchaser.

    9. The Purchaser has the obligation to advise the Seller of the defect without unnecessary delay after it may have identified same during an inspection made in a timely manner and exercising due care.

    10. To the extent permitted by law the Parties agree that:

      1. in case of a defect, the Purchaser may claim replacement of the defective Goods;

      2. after replacement, in case that a defect has occurred repeatedly (a third claim for defective Goods) or the Goods are affected by a larger number of defects (no less than three defects at the same time), the Purchaser may terminate the Agreement and request refund of the Purchase Price.

    11. Article 6.10 shall not apply if by operation of law the Purchaser is entitled to broader or more favorable rights in connection with exercising any warranty claims during the Guarantee Period, in which case such statutory rights shall apply.

    12. Any warranty claim (complaint) must be submitted to the Seller at the address of the Seller’s seat or at any Seller’s place of business. The Seller shall issue a written confirmation that such complaint was filed, what is the subject matter of the complaint and what form of resolution of the defect the Seller requests; in addition, the Seller shall issue to the Buyer a confirmation on the date and means of resolution of the complaint, including a written reasoning in respect of the grounds for rejection of the complaint. The Seller or its designated employee shall decide on the complaint immediately or, in complicated cases, within 3 business days. The time required to professionally assess the defect (corresponding to the type of product or service) shall not be included in such time limit. The complaint, including the resolution thereof, shall be resolved no later than within 30 days from its submission, unless the parties agree on a longer time period. The lapse of such time period without resolution of the complaint shall be considered as a serious breach of the agreement.

    13. The Purchaser decides whether or not to use or apply the Goods at its sole discretion and responsibility. Information regarding the manner of the use or application is specified on the packing of the relevant Goods or in the note placed within the packing of the Goods.

  7. Alternative Dispute Resolution

    1. In case of any consumer dispute under the Agreement between the Parties, with the Parties failing to resolve such dispute by a mutual agreement between them, the Purchaser may file a petition seeking an amicable (out-of-court) settlement of such dispute with the entity designated to amicably resolve consumer disputes, namely with:

      Česká obchodní inspekce (“COI”) (Czech Business Inspection)
      Ústřední inspektorát - oddělení ADR
      Štěpánská 15
      120 00 Praha 2

      COI’s webpages: adr.coi.cz
      COI’s e-mail address: adr@coi.cz.

    2. The procedure seeking amicable (out-of-court) settlement of a consumer dispute is commenced exclusively at the petition of the Purchaser, and only in the event that it was impossible to settle the dispute with the Seller directly. The petition may be lodged within one (1) year from the date on which the Purchaser first claimed its right being the subject of the dispute against the Seller.

    3. Prior to addressing COI with its petition for the amicable (out-of-court) settlement of the dispute, the Purchaser shall first contact the Seller in the matter of settling the existing situation.

    4. To settle a consumer dispute under an agreement which was executed “on-line”, the parties may also use the amicable (out-of-court) settlement of such dispute in the “on-line” form. The procedure seeking amicable (out-of-court) settlement of a dispute under such agreement is commenced through a complaint lodged on an electronic form. Complaints may be lodged and disputes managed through an on-line dispute settlement platform established by the European Commission (the “Platform”) available on the website below.

      For the website of the Platform, please consult: http://ec.europa.eu/consumers/odr/

    5. The procedure pursuant to this Art. 7 shall not be deemed a mediation within the meaning of Act No. 202/2012 Coll., on mediation, as amended, or arbitral proceedings within the meaning of Act No. 216/1994 Coll., on arbitration and enforcement of arbitral awards, as amended, and its application shall not affect the right of the Parties to refer its claim to COI or a court.

    6. For as long as negotiations regarding the amicable (out-of-court) settlement of a dispute are ongoing and until one of the Parties to the dispute expressly refuses to continue the negotiations, the statutes of limitation and preclusive periods under the Civil Code do not begin to run.

  8. Application in respect of natural person-businessmen and legal entities

    1. Natural persons-businessmen and legal entities shall be considered as a Purchaser in case of purchase of Goods through the E-shop and these GBTC shall apply mutatis mutandis except for their Article 5 (Termination of Agreement) and Article 7 (Alternative Dispute Resolution).

  9. Final Provisions

    1. Relationships and disputes (if any) that may arise from the Agreement shall exclusively be governed by the laws of the Czech Republic and resolved exclusively (to the extent permitted by the applicable law) by the courts of the Czech Republic having jurisdiction.

    2. The Agreement is executed in the English language. If a translation of the wording of the Agreement is prepared for convenience of the Purchaser, interpretation of the terms as specified in the English version of the Agreement shall govern in case of any dispute.

    3. Each of the Parties declares that it provided the other Party with all information necessary for the execution of the Agreement.

    4. Without the prior written consent of the other Party, neither the Seller nor the Purchaser may assign any rights and obligations arising from the Agreement, nor the Agreement itself, in full or in part, to any third party.

    5. The Parties have agreed that the Purchaser may not set off its claims (if any) under the Agreement against any of the claims that the Seller may have for financial performance arising under and in connection with the Agreement.

    6. If any of the provisions of the Agreement or the GBTC is or is found to be invalid or ineffective, such invalid provisions shall be replaced by provisions whose meaning stands as close as possible to such invalid provisions. The invalidity or ineffectiveness of one provision shall not affect the validity of the remaining provisions. Any modifications and amendments to the Agreement or the GBTC must be in writing.

    7. Both Parties assume the risk of change in circumstances, and the provision of Section 1765(1) and Section 1766 of the Civil Code shall not apply. The Purchaser declares that it is aware of the actual value of the performance provided, and agrees with the price agreed for the performance without any reservations.

    8. In case of any doubts whether or not the Goods have been supplied or any other act (a phone call, e-mail or facsimile, request, notice, etc.) made or dispatched, the statement from the Seller’s system shall suffice as necessary evidence.

    9. Any correspondence between the Parties shall be delivered as follows: if to the Seller, to its registered address or provided e-mail address: info@nfibrecare.com and, if to the Purchaser, to its residential address as specified in the Order or e-mail address provided in the Order.

    10. Any matters other than those specified herein shall be governed by the Civil Code (Act No. 89/2012 Coll.), the Consumer Protection Act (Act No. 634/1992 Coll.), and other applicable law, as amended.

    11. These General Business Terms and Conditions including any of their parts shall come into force and become effective as of 1st of September 2018 and replace and annul any and all previous wordings of the GBTC including their parts; the electronic version of these GBTC is available on the websites of the E-shop.


Annex to the General Business Terms and Conditions

Form Notice of Termination

(Please complete the form and return it to us only if you wish to terminate the Agreement)

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Notice of Termination

Addressee:
Nanopharma, a.s.
Pardubice, Nová 306, PSČ 53009, Česká republika
e-mail: info@nfibrecare.com

I/we inform you that I/we hereby terminate the Agreement:

Date of the Order/date of received confirmation:

Name and surname of the Purchaser/Purchasers:

Address of the Purchaser/Purchasers:

Signature of the Purchaser/Purchasers (only if the form is sent in paper form)

Date: