GENERAL TERMS AND CONDITIONS (B2B)

I. Introductory Provisions

1. These General Terms and Conditions (hereinafter referred to as "GTC") govern the mutual rights and obligations of the contracting parties arising in connection with or on the basis of a purchase contract concluded between the Seller and the Buyer, in accordance with Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code.

2. Seller:
Nico distribution s.r.o.
Registered office: Lannova 2061/8, Nové Město, 110 00 Prague 1, Czech Republic
Company ID (IČO): 096 27 014
VAT ID (DIČ): CZ09627014
Email: objednavky@nico-distribution.com
Phone: +420 737 410 600

3. Buyer: These GTC are intended exclusively for entrepreneurs (B2B). A Buyer is defined as a person who concludes a contract within the scope of their business activity or within the scope of the independent exercise of their profession. Sales to consumers (B2C) are not conducted.

4. By submitting an order, the Buyer confirms that they have familiarized themselves with these GTC and explicitly agree to them.

II. Registration and User Account

1. Access to prices and the ability to order goods is conditioned upon registration and approval of the account by the Seller.

2. The Buyer is obliged to provide a valid Registration Number (IČO) and VAT ID (DIČ) during registration. The Seller reserves the right to verify the validity of the data in public registers.

3. The Seller reserves the right to cancel the registration in the event of a breach of these GTC or poor payment morale on the part of the Buyer.

III. Specific Provisions for Tobacco and Nicotine Products

1. In accordance with Act No. 65/2017 Coll., the sale of tobacco products, smoking aids, and electronic cigarettes is permitted only to persons over 18 years of age. The Buyer undertakes to purchase goods for the purpose of resale and ensures strict compliance with the law and age verification when selling to the final consumer.

2. Buyer's Liability: The Buyer is fully responsible for complying with all legal regulations related to the resale, storage, and distribution of goods. This specifically includes regulations on excise duties, product labeling, and, where applicable to the specific type of goods, regulations regarding the tobacco product traceability system (Track & Trace).

3. The Seller bears no responsibility for any sanctions imposed on the Buyer by state authorities in connection with the resale or storage of the goods.

IV. Order and Conclusion of Purchase Contract

1. The purchase contract is formed at the moment of delivery of the binding order confirmation (acceptance) by the Seller. An automatic system confirmation of order receipt does not constitute acceptance of the proposal to conclude a contract.

2. Pricing Errors: The Seller reserves the right to withdraw from the contract or cancel the order if a manifestly incorrect price is listed for the goods (e.g., due to a technical system error).

3. Change of Assortment: The Seller reserves the right to change the assortment or terminate the sale of specific goods at any time. In the event of order cancellation for this reason, the Buyer is not entitled to damages.

V. Purchase Price and Payment Terms

1. Prices are listed excluding VAT. VAT at the statutory rate will be added to the price.

2. Maturity: Unless stated otherwise on the invoice, the purchase price is due within 14 days from the date of issuance of the tax document.

3. Default and Sanctions: In the event of the Buyer's delay in paying the purchase price, the Seller is entitled to claim statutory default interest pursuant to Government Regulation No. 351/2013 Coll. Furthermore, the Seller is entitled to a lump-sum reimbursement of costs associated with the recovery of the claim in the amount of 1,200 CZK for each claim, and reimbursement of purposefully incurred costs associated with recovery exceeding this lump-sum amount.

4. Prohibition of Set-off: The Buyer is not entitled to unilaterally set off their claims against the Seller without the Seller's prior written consent.

5. Suspension of Supplies: In the event of the Buyer's delay in paying any due invoice, the Seller is entitled to suspend further deliveries of goods (including those already ordered) until all outstanding amounts are fully paid.

6. Assignment of Receivables: The Seller is entitled to assign their receivables from the Buyer to a third party.

VI. Retention of Title

1. The goods remain the exclusive property of the Seller until the full payment of the purchase price, including accessories.

2. Surrender of Goods: In the event of the Buyer's delay in payment, the Seller is entitled to demand the immediate return of unpaid goods. The Buyer is obliged to enable the Seller to take possession of such goods.

3. The Buyer is not entitled to pledge the goods or use them as collateral for third parties until the full transfer of ownership rights.

VII. Delivery Terms, Transfer of Risk, and Transport

1. Transfer of Risk: The risk of damage to the goods passes to the Buyer at the moment the goods are handed over to the first carrier for transport to the destination, even if the transport is arranged or paid for by the Seller.

2. Partial Performance: The Seller is entitled to partial delivery, and the Buyer is obliged to accept such partial performance.

3. Damage during Transport: The Buyer is obliged to inspect the goods immediately upon receipt from the carrier. In case of damage to the packaging or goods, the Buyer is obliged to draw up a Damage Protocol with the carrier (or refuse receipt stating the reason). Without a written Damage Protocol with the carrier, no claim for damages incurred during transport can be asserted against the Seller.

4. Force Majeure: The Seller is not liable for delays in delivery caused by circumstances excluding liability (Force Majeure). Circumstances of Force Majeure do not affect the Buyer's obligation to pay for goods already delivered.

VIII. Liability for Defects and Limitation of Damages

1. Duty of Inspection: The Buyer is obliged to inspect the goods immediately upon receipt. Obvious defects and discrepancies in quantity must be claimed in writing no later than 2 business days from delivery.

2. Storage: The Buyer is responsible for the proper storage of goods after receipt in accordance with the manufacturer's instructions or the nature of the goods. The Seller is not liable for defects caused by improper storage or handling on the part of the Buyer.

3. Hidden Defects: The Buyer is obliged to notify the Seller of hidden defects without undue delay after they could have been discovered with sufficient care.

4. Shortened Limitation Period: Rights arising from defective performance can be exercised no later than 6 months from the receipt of goods.

5. Exclusion of Quality Guarantee: The Seller does not provide a guarantee for the quality of goods beyond the statutory obligations for purchase contracts between entrepreneurs.

6. Limitation of Damages: The Seller is not liable for lost profits, indirect, consequential, or incidental damages. The Seller's total liability for damages arising from a single order is limited to a maximum of the purchase price of the goods in that order, excluding VAT.

IX. Termination of Contract and Returns

1. The Buyer acknowledges that when purchasing as an entrepreneur (with a Registration Number/IČO), they do not have a statutory right to withdraw from the contract within 14 days without giving a reason.

2. Restocking Fee: The return of defect-free goods is possible only based on a prior express written agreement with the Seller. In such a case, the Seller reserves the right to charge a restocking fee of up to 20% of the price of the returned goods.

3. Withdrawal due to Insolvency: In the event of insolvency proceedings being initiated against the Buyer or the Buyer entering into liquidation, the Seller is entitled to withdraw from all unfulfilled purchase contracts.

X. Personal Data Protection (B2B)

1. In connection with the performance of the purchase contract, the Seller processes personal data of the Buyer's contact persons (e.g., name, surname, phone, email) for the purpose of realizing the contractual relationship, communication, and issuing documents.

2. The Buyer undertakes to inform their employees or representatives about the transfer of their personal data to the Seller.

3. Detailed information on personal data processing is provided in the Privacy Policy document available on the Seller's website.

XI. Final Provisions

1. Form of Communication and Changes: The contracting parties agree that communication via email is considered written and binding. Any changes to the purchase contract must be agreed upon in writing (email form with confirmation by both parties is sufficient). Oral agreements not subsequently confirmed in writing are invalid.

2. Governing Law and Jurisdiction: Relationships not regulated by these GTC are governed by the laws of the Czech Republic. The locally competent court for resolving all disputes is the general court of the Seller (court in Prague).

3. The Seller reserves the right to amend these GTC. The change is effective upon publication on the website.

4. These Terms and Conditions become effective on February 1, 2026.