B2B Terms and Conditions

GENERAL TERMS AND CONDITIONS for B2B e-shop


These General Terms and Conditions (hereinafter referred to as the " Terms ") govern all purchase contracts concluded between Smile, by Rudy sro, with its registered office at Pražákova 1008/69, 639 00 Brno, Company ID 23056631, entered in the Commercial Register kept by the Regional Court in Brno under file number C 144165, e-mail info@smilebyrudy.sk, telephone number 776 018 754 (hereinafter referred to as the “ Seller ”) and third parties who are entrepreneurs within the meaning of Section 420 et seq. of Act No. 89/2012 Coll., Civil Code (hereinafter referred to as the “ Buyer ”), on the basis of which the Seller supplies the Buyer with goods from its range. These terms and conditions do not apply to contractual relationships with consumers .


The Terms and Conditions regulate, in accordance with the provisions of Section 1751, paragraph 1 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “ Civil Code ”), the mutual rights and obligations of the Buyer and the Seller arising in connection with or on the basis of these purchase contracts (hereinafter referred to as the “ Contract ”) concluded through the Seller's E-shop on the website www.smilebyrudy.sk (hereinafter referred to as the “E-shop”). Contracts are concluded using means of distance communication - remotely in the Seller's B2B E-shop environment , via the website interface (hereinafter referred to as the " E-shop web interface ").


Information on the processing of the Buyer's personal data is contained in the Personal Data Processing Policy on the website www.smilebyrudy.sk .


All legal relations arising in connection with the Contract are governed by the legal order of the Czech Republic, in particular the Civil Code. These Terms and Conditions are the basic terms and conditions of sale of the Seller's goods and, if they deviate from the dispositive legal norms of the legal order of the Czech Republic, they take precedence over these norms. The provisions of these Terms and Conditions are an integral part of the Contract. Any different terms and conditions of the Buyer are valid only with the express written consent of the Seller. Deviating provisions in individual contracts concluded between the Seller and the Buyer (purchase contract, framework purchase contract, partnership contracts, cooperation contracts, etc.) take precedence over these Terms and Conditions. The Contract and the Terms and Conditions are drawn up in the Czech language.


  1. SOME DEFINITIONS

    1. The purchase price is the financial amount that the Seller will pay for the Goods;

    2. The shipping price is the financial amount that the Seller will pay for the delivery of the Goods, including the price for its packaging;

    3. The total price is the sum of the Purchase Price and the Shipping Price;

    4. VAT is a value added tax according to the applicable legal regulations of the Czech Republic;

    5. An invoice is a tax document issued in accordance with Act No. 235/2004 Coll., on Value Added Tax, as amended, for the Final Price;

    6. The Order is a binding proposal by the Buyer to conclude a Contract with the Seller;

    7. A user account is an account established on the web interface of the E-shop based on the data provided by the Buyer, which enables the conclusion of Contracts through remote communication, storage of entered data, history of ordered Goods and concluded Contracts;

    8. The Buyer is a person who is an entrepreneur within the meaning of Section 420 et seq. of Act No. 89/2012 Coll., Civil Code, shopping on the E-shop;

    9. Goods are all movable items from the Seller's range that can be purchased in the E-shop.


  1. General provisions and instructions

    1. The purchase of Goods (and therefore the conclusion of the Contract) is only possible via the E-shop web interface.

    2. When purchasing Goods, it is the Buyer's obligation to provide the Seller with complete, true and correct information. The information provided by the Buyer to the Seller in the Order is considered true and correct.

    3. The Order for Goods confirms that all persons located at the Buyer's premises or at another place of delivery specified by the Buyer, in particular its employees, are authorized to act on behalf of the Buyer, and these persons are authorized to enter into contractual relations with the Seller, acknowledge obligations, accept the delivered Goods, confirm delivery notes, invoices, etc.


  1. CONCLUSION OF THE CONTRACT

    1. The purchase contract is concluded in the Czech language.

    2. The contract is concluded remotely via the E-shop, with the costs of using remote communication means being borne by the Buyer.

    3. The Contract shall be concluded on the basis of the Buyer's Order created in the E-shop environment. In the case of a registered user, this may be done through his user account in the E-shop. The Order must contain the following information:

      1. Information about the purchased Goods (in the E-shop, the Buyer marks the Goods he is interested in purchasing by clicking the "Add to Cart" button)

      2. Information about the Purchase Price, Shipping Price, method of payment of the Total Price and the requested method of delivery of the Goods; this information will be entered when creating an Order within the user environment of the E-shop, while information about the Purchase Price, Shipping Price and Final Price will be provided automatically based on the Goods selected by the Buyer, the method of delivery and payment;

      3. Identification, billing and contact details of the Buyer necessary for the fulfillment of the Contract, including delivery of the Goods and billing of the Total Price; in particular, company name / first name, surname, registered office, company ID, VAT number, delivery address, telephone number and e-mail address.

    4. During the creation of the Order, the Buyer may change and check the data until its completion. By pressing the "Order with payment obligation" button, the binding Order will be completed and sent to the Seller. Before pressing the aforementioned button, it is first necessary to confirm familiarization with and agreement to the Seller's Terms and Conditions and Personal Data Processing Policy by checking the buttons. Otherwise, it will not be possible to complete the Order. The sent Order is binding on the Buyer and cannot be revoked.

    5. The Seller shall confirm the Buyer's Order as soon as possible after delivery by sending a message to the e-mail address specified in the Order. The delivery of the Order Confirmation shall constitute the conclusion of the Contract between the Seller and the Buyer.

    6. There may be cases where the Seller will not be able to confirm the Order. These include in particular situations where the Goods are not available or cases where the Buyer orders a larger number of Goods than is allowed by the Seller. Information on the maximum number of Goods is always provided in the E-shop before placing the Order. In the event that there is any reason why the Seller will not be able to confirm the Order, the Seller will immediately inform the Buyer, or send him an offer to conclude the Contract in an amended form compared to the Order. In such a case, the Contract is concluded when the Buyer confirms this amended offer of the Seller in writing (including in the form of an e-mail message).

    7. In the event that an obviously incorrect Purchase Price is stated in the E-shop or in the Order, the Seller is not obliged to deliver the Goods at this Purchase Price even if the Order has been confirmed and the Contract has therefore been concluded. In such a situation, the Seller shall immediately inform the Buyer and send him an offer to conclude a new Contract in an amended form compared to the Order. An obvious error in the Purchase Price is considered, for example, a situation where the Purchase Price does not correspond to the usual price or a figure is missing or omitted. If the Buyer does not accept the Seller's offer, the Seller has the right to withdraw from the Contract.

    8. The Buyer is obligated to pay the Total Price upon conclusion of the Contract.

    9. In some cases, the Seller may allow the use of a discount for the purchase of Goods (e.g. in the form of a discount code). To provide a discount, it is necessary to fill in the details of this discount in a predetermined field within the Order proposal. If the Buyer fails to do so, he cannot later claim a discount for the Goods.


  1. User account

    1. Based on registration within the E-shop, the Buyer can access his User Account.

    2. When registering a User Account, the Buyer is obliged to provide complete, correct and truthful information and, in the event of any change, to update it without undue delay.

    3. Access to the User Account is secured by a username and password. It is the Buyer's obligation to protect these access details and not to provide them to third parties. All actions taken by the Buyer through the User Account are considered by the Seller to be actions taken by the Buyer, and any misuse of access details does not affect the validity of such actions.

    4. The user account is personal (i.e. registered to a specific natural or legal person), therefore the Buyer is not entitled to allow third parties to use their account.

    5. The Seller reserves the right to cancel the Buyer's User Account, especially if the Buyer has not used it for more than 2 years, or if the Buyer breaches his obligations under the Contract.

    6. The Buyer acknowledges that the E-shop web interface and the User Account may not be available continuously, especially with regard to the necessary maintenance of hardware and software equipment.


  1. PRICE AND PAYMENT TERMS, RESERVATION OF TITLE

    1. The purchase price is always stated for a specific Product in the E-shop, before confirming the Order and in the Order confirmation. In the event of a discrepancy between the purchase prices, the purchase price before confirming the Order shall prevail. The Order proposal also states the shipping price, or the conditions under which shipping is free.

    2. The total price in the E-shop is always stated excluding VAT and including VAT.

    3. The Buyer is obliged to pay the Total Price after the conclusion of the Contract and before the delivery of the Goods. Payment can be made in the following way:

- Online by credit card via the GOPAY payment gateway, whereby payment is subject to the terms and conditions of this payment gateway, which are available at: www.gopay.cz. In the case of online card payment, the Total Price is payable within 24 hours of delivery of the Order Confirmation.

    1. The invoice will be issued in electronic form after payment of the Total Price and will be sent to the Buyer's email address specified in the Order. The invoice will also be available in the User Account.

    2. The ownership of the Goods passes to the Buyer upon payment of the Total Price and acceptance of the Goods. In the case of payment by bank transfer, the Total Price is paid by crediting it to the Seller's bank account, in other cases it is paid upon successful payment.


  1. DELIVERY OF GOODS, TRANSFER OF RISK OF DAMAGE TO THE GOODS

    1. The goods will be delivered to the Buyer via the transport company Zásilkovna.

    2. Delivery methods, their conditions and price depend on the conditions of the respective carrier, when the Buyer selects the method of transport before confirming the Order. When selecting the delivery method, the Buyer is also informed about the price of the individual delivery methods.

    3. Goods can be delivered within the Czech Republic and the Slovak Republic.

    4. The delivery time of the Goods always depends on their availability and on the chosen method of delivery and payment. The estimated delivery time of the Goods will be communicated to the Buyer in the Order Confirmation. This time is only indicative and may differ from the actual delivery time.

    5. Instructions for use are provided directly on the product packaging, the contents of which the Buyer is obliged to familiarize himself with before starting to use the Goods. The Seller will send the invoice for the Goods to the Buyer electronically to the e-mail address specified in the Contract.

    6. When accepting the Goods from the carrier, the Buyer is obliged to check the integrity of the packaging of the Goods. In the event of any defects or facts indicating unauthorized manipulation or opening of the shipment or possible damage to the Goods, the Buyer is obliged to refuse to accept the Goods from the carrier and draw up a record of such fact with the carrier, stating the reasons for refusing to accept the Goods. If the Buyer accepts the Goods, it is assumed that the Goods did not contain any such defects. The Buyer is obliged to immediately inform the Seller of the refusal to accept the Goods and at the same time submit to him a record of refusal to accept the Goods signed by the Carrier. If the Buyer does not provide such a record with the complaint, the complaint may not be recognized by the Seller.

    7. The Buyer's breach of the obligation to take over the Goods shall not, except in cases pursuant to Article 6, paragraph 6.5., result in a breach of the Seller's obligation to deliver the Goods. The breach of the obligation to take over the Goods shall not be considered a withdrawal from the contract. The Buyer's breach of the obligation to take over the Goods, except in justified cases pursuant to Article 6, paragraph 6.5, shall be considered a material breach of the contract establishing the Seller's right to withdraw from the Contract, unless the Seller decides to attempt to deliver the Goods again.

    8. Any withdrawal from the Contract is effective upon written delivery of the notice of withdrawal from the Contract by the Buyer and does not affect the right to payment of the Purchase Price, including the Price for transportation, or the Seller's right to compensation for damage, if any.

    9. If the Buyer does not accept the goods, the Seller will store them until repeated delivery or withdrawal from the contract, for which the Buyer is entitled to payment in the amount of 0.05% of the price of the Goods for each commenced day.

    10. If, for reasons arising on the Buyer's part, the Goods are delivered repeatedly or in a manner other than that agreed in the Contract, the Buyer is obliged to reimburse the Seller for the costs associated with this repeated delivery. The Seller will send the Buyer payment details and an invoice for these costs to the e-mail address specified in the Contract. These costs are due 14 days from the delivery of the e-mail.

    11. The risk of damage to the Goods shall pass to the Buyer upon handing over the Goods to the first carrier. In the event of personal acceptance of the Goods at the Buyer's premises, the risk of damage shall pass to the Buyer upon acceptance of the Goods. If the Buyer fails to accept the Goods, although the Seller has enabled him to do so in an agreed manner, the risk of damage to the Goods shall pass to the Buyer at the moment when he had the opportunity to accept them, but for reasons on the Buyer's part, acceptance did not take place. The transfer of risk of damage to the Goods means that from this moment on, the Buyer bears all consequences associated with the loss, destruction, damage or any depreciation of the Goods.

    12. If the Goods were not listed in the E-shop as in stock and an approximate availability time was indicated, the Seller will inform the Buyer if there has been an extraordinary failure in the production of the Goods, and the Seller will also provide a new expected availability time or information that it will not be possible to deliver the ordered Goods.

    13. The Seller is entitled not to deliver the Goods to the Buyer (even if the Order for the Goods has already been confirmed by the Seller) if the Buyer has any monetary or non-monetary obligations to the Seller, the fulfillment of which is in arrears, until they are fully paid or otherwise fulfilled. Such non-delivery or delayed delivery of the Goods shall not be considered a breach of obligation on the part of the Seller.


  1. RIGHTS FROM DEFECTIVE PERFORMANCE

    1. The Seller guarantees that at the time of transfer of risk of damage to the Goods pursuant to Article 6.10 of the Conditions, the Goods are free from defects, in particular that the Goods:

      1. corresponds to the agreed description, type and quantity, as well as quality, functionality and other agreed properties;

      2. is suitable for the agreed purpose, and if not agreed, then for the purpose for which Goods of this type are usually used;

      3. in quantity, quality and other characteristics, corresponds to the characteristics specified in the Contract, otherwise to the usual characteristics of Goods of the same type that can be reasonably expected,

      4. It is delivered with the agreed accessories and instructions for use, which are listed on the product packaging.


    1. Rights and obligations regarding rights arising from defective performance are governed by these Terms and Conditions and, to the extent not regulated by them, also by generally binding legal regulations (in particular, the provisions of Sections 2099 to 2117 of the Civil Code).

    2. The Buyer is obliged to unpack the Goods immediately after taking over the Goods, to carry out their proper inspection and testing with professional care. Any defects in the Goods must be notified in writing to the Seller by e-mail: info@smilebyrudy.sk without undue delay after the Buyer could have discovered them by exercising professional care. For obvious defects, the period without undue delay is 5 working days from taking over the Goods, for hidden defects it is 1 month from the day the Buyer could have discovered the defect by exercising professional care, but no longer than 6 months from taking over the Goods. In the case of defects detected late, the Buyer does not have any rights from defective performance.

    3. For the complaint, the Buyer is obliged to use the sample form provided by the Seller, which forms Annex No. 1 to these Terms and Conditions. In the complaint, the Buyer is obliged to state in particular the Goods to which the complaint relates and a description of what the defect of the Goods consists of or how it manifests itself. The Buyer shall attach to the complaint the documents necessary for assessing the defect (in particular, appropriate photo or video documentation) and send it to the e-mail: info@smilebyrudy.sk.

    4. In the event of defective performance, the Buyer has the right to have the defect removed free of charge, preferably by repair, and if this is not possible, then by delivering new or missing Goods. If the defect cannot be removed, the Buyer has the right to a reasonable discount on the Purchase Price, or, if the defect in the Goods is a material defect, to withdraw from the Contract. In the event of the purchase of a larger number of Goods, the rights from defective performance always relate only to the individual defective Goods.

    5. If requested by the Seller, the Buyer shall allow the Seller to inspect the Goods in order to assess the alleged defects of the Goods and their possible removal. According to the Seller's instructions, the Buyer shall either allow the Goods to be inspected at the place of delivery or shall send them to the Seller at the address: Synergy Company sro, Hamerská 19, 779 00 Olomouc.

    6. If the Seller recognizes the defect as justified, the Buyer is entitled to reimbursement of proven necessary costs actually incurred in connection with the complaint and the possibility of inspecting the Goods.

    7. The Seller is not liable for normal wear and tear of the Goods caused by their usual use, for defects caused by chemical influences, improper use, inappropriate storage, etc. If the complaint proves to be unjustified and the Seller is not liable for the defect and it was caused by improper use, storage or other influences for which the Seller is not liable, the Buyer is obliged to pay the Seller all costs associated with handling the complaint.


  1. withdrawal from the contract

    1. If the Buyer has the right to withdraw from the Contract in accordance with the Contract, the Buyer is obliged to deliver a written notice of withdrawal from the Contract to the Seller, stating the exact designation of the Goods for which he withdraws from the Contract and the reason for withdrawal. At the same time, he is obliged to return the Goods for which he withdrew from the Contract, unless otherwise agreed with the Seller in writing. The Buyer is obliged to return the Goods clean, complete, including the original packaging. The Buyer is obliged to send the Goods to the Seller by registered mail to the address: Synergy Company sro, Hamerská 19, 779 00 Olomouc. The Goods may not be sent back cash on delivery, the Seller is not obliged to accept such a shipment.

    2. The Seller will refund the Purchase Price paid to the Buyer within 14 days of receiving the returned Goods.

    3. In the event of withdrawal from the Contract, the Buyer is liable for any reduction in the value of the Goods that occurred as a result of handling the Goods in a manner other than that strictly necessary to familiarize himself with the nature, properties and functionality of the Goods, i.e. in the manner in which the Buyer would familiarize himself with the Goods in a brick-and-mortar store. The Seller is entitled to offset the claim for the reduction in the value of the Goods against the Buyer's claim for the refund of the Purchase Price.

    4. The Seller is entitled to withdraw from the Contract in cases stipulated by the Contract, applicable legal regulations and at any time before delivery of the Goods if there are objective reasons for which it is not possible to deliver the Goods (in particular reasons on the part of third parties, such as temporary or permanent outages in the availability of the Goods, or reasons arising from the nature of the Goods).


  1. Final provisions

    1. If the legal relationship between the Seller and the Buyer contains an international element (for example, the Goods are sent outside the territory of the Czech Republic or the Buyer is a foreign entity), all legal relationships between the Seller and the Buyer arising in connection with the conclusion and performance of the Contract (including issues of the validity of its conclusion and formation, rights from defective performance, claims for compensation for damage, etc.) will always be governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended. Any disputes will be resolved before the general courts of the Czech Republic.

    2. All correspondence between the contracting parties will be carried out via electronic mail. The Seller's e-mail address is info@smilebyrudy.sk. The Seller will deliver to the Buyer at the Buyer's e-mail address specified in the Contract, in the User Account or through which the Buyer contacted the Seller.

    3. The Seller is entitled to unilaterally set off any of its monetary claims, both due and unpaid, against any of the Buyer's claims at any time, even if the claims arise from different Contracts or for different legal reasons. The Buyer is entitled to set off its claims against the Seller's claims only with the Seller's prior written consent.

    4. The Seller may unilaterally amend or supplement the wording of these Terms and Conditions. This provision does not affect the rights and obligations arising during the period of validity of the previous wording of the Terms and Conditions.

    5. In the event of force majeure or events that cannot be foreseen (natural disaster, pandemic, operational disruptions, etc.), the Seller is not liable for damage caused as a result of or in connection with force majeure.

    6. A sample complaint form is attached to the Terms and Conditions.

    7. These Terms and Conditions shall enter into force on 1 May 2025.

Appendix No. 1 - Claim form