Terms of use

1. General provisions

These Terms set out the general principles of business cooperation between VIDANOVA s.r.o., registered in the Czech Republic (the “Company”, “we”), and buyers, manufacturers, suppliers and other businesses (the “Partner”, “you”).

They are intended for B2B relationships and apply to a specific transaction if the parties agree to incorporate them into a contract or confirmed order.

Visiting the website or submitting an inquiry does not, by itself, create an obligation to purchase products or order services.

If there is a conflict, the individually agreed provisions of the contract, specification and order confirmation prevail.

2. Areas of cooperation

VIDANOVA s.r.o. carries out and coordinates:

• Wholesale trade in FMCG products and other goods.
• International purchasing, sales and import-export projects.
• Product, manufacturer and buyer search — Sourcing.
• Projects under the customer's own brand — Private Label.
• Organisation and coordination of international logistics.
• Preparation of documents and communication with authorised customs representatives.

The Company's role, scope of work, remuneration and the parties' responsibilities are defined separately for each transaction. If the Company provides only coordination services, it does not automatically become the manufacturer, carrier or customs representative.

3. Commercial offers and orders

Inquiries, orders and material terms of a transaction are agreed in writing, including by email.

A commercial offer remains valid for the period specified in it. If no period is specified, it is valid for seven calendar days.

Product availability, final price, quantity, timing and feasibility of delivery are subject to confirmation. An order is accepted after written confirmation by the Company or conclusion of a contract.

Prices are stated in EUR unless the parties agree on another currency. The offer specifies whether VAT, transport, insurance, duties, excise taxes and other costs are included.

Prices may change before an order is confirmed. After confirmation, a price change requires the parties' agreement or a contractual mechanism agreed in advance.

4. Minimum order and payment

The minimum order quantity (MOQ) is set out in the offer or specification, taking account of the product, packaging and manufacturer's requirements.

Payment terms are agreed individually. For new Partners, prepayment applies unless otherwise agreed. A letter of credit or deferred payment requires separate written agreement.

Payment is made by bank transfer or another agreed method. For a letter of credit, the parties agree its terms and an acceptable bank in advance.

The allocation of bank charges is specified in the contract or invoice.

In the event of late payment, the Company may claim interest under the contract or applicable law and suspend performance to the extent permitted, after notifying the Partner.

Any change of bank details should be verified using a previously known Company contact.

5. Delivery and logistics

Delivery terms are agreed by specifying the relevant Incoterms® 2020 rule and a named place or port.

Depending on the transaction, EXW, FCA, CPT, CIP, DAP and other suitable rules may apply. The maritime rules FOB, CFR and CIF apply to relevant sea and inland waterway transport.

Transport formats may include:

• FTL — full truckload.
• LTL — less-than-truckload road freight.
• FCL — full container load.
• LCL — less-than-container load.
• Air or multimodal transport.

The starting point for calculating delivery periods and whether they are indicative or binding are specified in the order confirmation.

The transfer of risk is determined by the agreed delivery term. Transfer of title is governed separately by the contract and applicable law.

Cargo insurance, temperature requirements and loading and unloading conditions are agreed before dispatch.

If a delay occurs, the parties exchange information promptly and take reasonable steps to mitigate its effects. Liability depends on the contract, the participants' roles and applicable law.

6. Quality and market requirements

Products must conform to the agreed specification, including product name, packaging, quantity, characteristics and shelf-life requirements.

The minimum remaining shelf life on the agreed date of handover is set before the order is confirmed.

The Partner informs the Company in advance of the destination country's requirements for labelling, label language, composition, registration and permits.

Responsibility for compliance is allocated in the contract according to each party's role. The buyer obtains the required import permits and fulfils the importer's obligations; the Company performs its agreed supplier or coordinator obligations.

For alcoholic and other regulated products, excise procedures and necessary permits are agreed separately.

7. Documents

The list of documents is agreed according to the goods, route and customs procedure. It may include:

• Commercial invoice and packing list.
• Transport documents such as a CMR consignment note, bill of lading or air waybill.
• Export declaration and MRN information where applicable.
• Transit documents where the relevant procedure is required.
• Proof of origin, including EUR.1 where the conditions for its issue are met.
• Excise documents e-AD or e-SAD, depending on the applicable regime.
• Certificates, declarations and other documents required for the particular product.

Documents are not automatically provided for every shipment: the need, availability, cost and responsible party are agreed in advance.

Customs declarations are made by authorised persons.

8. Acceptance and claims

On receipt, the buyer checks the number of packages, condition of packaging and seals, and any visible damage.

Damage and shortages discovered are recorded on transport documents and, where possible, photographed before unloading or opening. The Company is notified without undue delay; the recommended period for initial notice is 24 hours after receipt.

Hidden defects must be reported without undue delay after discovery. Mandatory time limits and the consequences of notification are determined by the contract and applicable law.

A claim should include:

• Order or invoice number.
• Name and quantity of the products in dispute.
• Batch number and shelf-life details.
• Description of the defect and date of discovery.
• Photographs and documents relating to the shipment.
• Storage conditions, where relevant.

Pending agreement on further steps, disputed goods are kept separately in appropriate conditions. If a possible safety risk is identified, the parties promptly coordinate the necessary measures.

Return, replacement, price reduction or compensation is agreed after the claim is reviewed, subject to applicable law. Return of conforming products is possible only by separate agreement.

9. Sourcing and Private Label

For Sourcing projects, the parties define the product requirements, search criteria, extent of checks, service deliverable and remuneration.

Finding a supplier does not, by itself, guarantee that a transaction will be concluded or that a predetermined price will be obtained.

For Private Label, the specification, samples, packaging design, MOQ, price and timing are approved in writing before production starts. Rights to trademarks, designs and other materials, and the rules for their use, are agreed separately.

Changes after project approval may affect price and timing and require written agreement.

10. Confidentiality

The parties keep non-public prices, transaction terms, partner information, documentation and other commercial information confidential.

Such information may be disclosed to the extent necessary to perform the transaction, to professional advisers or where required by law.

The obligation applies throughout the cooperation and for three years after it ends, unless the parties agree on a different period. Trade secrets are also protected under applicable law.

The processing of personal data is governed by the Company's Privacy Policy.

11. Force majeure

Liability for non-performance may be excluded in cases provided for by applicable law where an extraordinary impediment arises beyond the reasonable control of the party concerned.

The affected party promptly informs the other party of the impediment and its impact and takes reasonable measures to mitigate the consequences.

An ordinary increase in costs, lack of funds or a counterparty's breach is not, in itself, force majeure.

If the impediment continues for an extended period, the parties agree on an adjustment of timing or termination of the affected obligations. Payment for work already performed and goods already supplied remains due.

12. Applicable law and disputes

Unless otherwise agreed in writing, the parties' relationship is governed by Czech law, taking account of applicable international treaties.

The parties first seek to resolve disputes through negotiation. If no agreement is reached, the dispute is heard by a competent court of the Czech Republic to the extent a jurisdiction agreement is permitted.

Arbitration is possible only under a separate written agreement specifying the rules, seat, language and other necessary terms.

13. Changes to the Terms

The Company may publish new versions of these Terms.

Updates do not automatically amend existing contracts or confirmed orders. Applying a new version to an existing relationship requires appropriate agreement.

14. Contact