GENERAL TERMS AND CONDITIONS

for wholesale (B2B) sales

Mamido Toys s.r.o. — www.mamidotoys.com

I. Basic Provisions

These general terms and conditions (hereinafter “Terms and Conditions”) are issued pursuant to § 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter “Civil Code”).

Mamido Toys s.r.o.

Identification No. (IČ): 08367639

VAT No. (DIČ): CZ08367639

Registered office: Hlavní třída 2020/28, 737 01 Český Těšín, Czech Republic

Registered at: Regional Court in Ostrava, Section C, Insert 79322

Branch office (place of business): Obecní 811, 735 43 Albrechtice, Czech Republic

Contact details:

Email: info@mamidotoys.com

Phone: +420 558 080 002

Website: www.mamidotoys.com

(hereinafter “Seller”)

These Terms and Conditions exclusively govern the business relationships between the Seller and a Buyer who is an entrepreneur within the meaning of § 420 and § 421 of the Civil Code and who enters into a purchase contract within the scope of his/her/its business activity (hereinafter “Buyer”), through the web interface available on the website at the Internet address www.mamidotoys.com (hereinafter “Internet Shop”).

These Terms and Conditions do not apply to consumers within the meaning of § 419 of the Civil Code. The Internet Shop is not intended for consumers. If a purchase contract is concluded by a person who is not an entrepreneur within the meaning of § 420 of the Civil Code, or who is not acting within the scope of his/her business activity, no purchase contract is formed with the Seller.

By submitting an order, the Buyer represents and warrants that he/she/it is an entrepreneur within the meaning of § 420 and § 421 of the Civil Code, that the purchase contract is being concluded within the scope of his/her/its business activity, and that he/she/it holds the relevant trade or other business license. The Buyer is obliged to provide its identification details in the order (in particular business name, registered office, IČO and DIČ if assigned).

The provisions of these Terms and Conditions are an integral part of the purchase contract. Any agreement deviating from these Terms and Conditions in the purchase contract shall prevail over the provisions of these Terms and Conditions.

In accordance with § 1751(1) of the Civil Code, the parties agree that the Buyer’s terms and conditions or any other terms and conditions referenced by the Buyer shall not apply to their mutual business relationships.

These Terms and Conditions and the purchase contract are concluded in the Czech language; the English version is provided for convenience only, and in case of any discrepancy the Czech version shall prevail.

II. Information about the Goods and Prices

Information about the goods, including the showing of prices of each item and its main properties, is given in the product catalog of the Internet Shop. All prices of goods displayed in the Internet Shop are shown exclusive of value added tax (VAT). VAT at the applicable statutory rate is calculated and added to the price during the order process and is shown separately on the tax document (invoice). The total purchase price including VAT is shown to the Buyer in the order summary before the order is sent. Unless explicitly stated otherwise, all prices, fees and other monetary amounts referred to in these Terms and Conditions, in the Internet Shop and in any order are amounts net of VAT, with VAT being added at the applicable statutory rate.

The displayed prices include all associated fees with the exception of packaging and delivery costs, which are charged separately. Prices of goods remain valid for the duration during which they are displayed in the Internet Shop. This provision does not preclude entering into a purchase contract under individually agreed conditions.

The Seller is entitled to unilaterally change the prices of the goods, even without the prior consent of the Buyer. Current prices are at all times available in the Internet Shop on the Seller’s website. The price of the goods valid at the moment of confirmation (acceptance) of the order by the Seller is decisive for the purchase contract. A change in price does not affect purchase contracts concluded before the change takes effect.

All goods displayed in the catalogue are for information only, and the Seller is not obliged to conclude a purchase contract regarding any displayed goods. § 1732(2) of the Civil Code shall not apply.

Images and photographs of the goods may be for illustration only and need not exactly correspond to the actual appearance, colour, packaging or accessories of the goods. The description of the goods, not the image, is decisive for determining the properties of the goods.

In the Internet Shop, information on costs associated with packaging and delivery of goods is published. Packaging and delivery costs are also shown exclusive of VAT, with VAT added at the applicable statutory rate during the order process. The information on packaging and delivery costs published in the Internet Shop applies only when goods are delivered within the territory of the Czech Republic. Delivery abroad within the European Union is charged at EUR 50 (excluding VAT), unless stated otherwise or individually agreed.

Any discounts from the purchase price of goods cannot be combined, unless the Seller and the Buyer agree otherwise.

III. Order and Conclusion of the Purchase Contract

Costs incurred by the Buyer in using means of remote communication in connection with concluding the purchase contract (costs for Internet connection, telephone calls) shall be borne by the Buyer.

The Buyer places an order for goods in one of the following ways:

• through his/her customer account, if he/she has previously registered in the Internet Shop;
• by filling out the order form without registration.

When placing an order, the Buyer selects the goods, quantity, payment method and delivery method and enters its entrepreneur identification details.

Before sending the order, the Buyer is enabled to check and amend the details he/she has entered, including the total price (net amount, VAT and gross amount). The Buyer sends the order to the Seller by clicking the “Send Order” button. The data entered in the order are considered correct by the Seller. A condition for the validity of the order is that all mandatory fields of the order form are filled in, and that the Buyer confirms that he/she has familiarised himself/herself with and agrees to these Terms and Conditions.

No later than upon receipt of the order, the Seller sends the Buyer an acknowledgment of receipt by email to the address provided by the Buyer. This acknowledgment is automated and is not considered as the conclusion of the contract. The annex to the acknowledgment are the current Terms and Conditions of the Seller. The purchase contract is concluded only upon acceptance of the order by the Seller. Notice of acceptance of the order is delivered to the Buyer by email when the goods are ready for pick-up or dispatched.

If any of the requirements in the order cannot be fulfilled by the Seller, the Seller shall send the Buyer a modified offer by email. The modified offer shall be deemed a new proposal for a purchase contract, and the purchase contract is concluded once the Buyer confirms acceptance of this offer via email to the Seller using the email address provided in these Terms and Conditions.

All orders accepted by the Seller are binding. The Buyer may cancel the order until the notice of acceptance of the order is delivered by the Seller. The Buyer may cancel the order by phone or email using the contacts given in these Terms and Conditions.

In case of an obvious technical error on the part of the Seller when listing the price of goods in the Internet Shop, or during the order process, the Seller is not obliged to supply the goods at this obviously erroneous price even if the Buyer has received the automatic acknowledgment of the order. The Seller shall inform the Buyer of the error without undue delay and send the Buyer a modified offer, the confirmation of which by the Buyer concludes the purchase contract.

IV. Customer Account

On the basis of registration of the Buyer in the Internet Shop, the Buyer may access his/her customer account. From his/her customer account, the Buyer may place orders. The Buyer may also order goods without registration.

When registering for the customer account and when ordering goods, the Buyer is obliged to provide correct and truthful information, in particular its entrepreneur identification details. The data given in the customer account must be updated by the Buyer whenever changed. The data provided by the Buyer in the customer account and when ordering goods are considered correct by the Seller.

Access to the customer account is secured by username and password. The Buyer is obliged to maintain confidentiality of any information necessary for access to his/her customer account. The Seller is not responsible for any misuse of the customer account by third parties.

The Buyer is not entitled to allow third parties to use his/her customer account.

The Seller may cancel a customer account, particularly if the Buyer does not use it for a long time, or if the Buyer breaches his/her obligations under the purchase contract or these Terms and Conditions.

The Buyer acknowledges that the customer account may not be available continuously, particularly due to necessary maintenance of hardware and software equipment of the Seller, or possibly third parties.

V. Payment and Delivery Terms

The Buyer may pay the price of the goods and any costs associated with delivery (in each case the gross amount including VAT) by the following methods:

• cashless bank transfer to the Seller’s bank account No. 289461915/0300, held at ČSOB (CZK);
• cashless bank transfer to the Seller’s EUR account: IBAN SK7583300000002501956894, BIC (SWIFT) FIOZSKBAXXX, held at FIO banka;
• cashless bank transfer to the Seller’s HUF account: IBAN HU89104090150003374000000009 (account No. 10409015-00033740-00000009), BIC (SWIFT) OKHBHUHB, held at K&H banka;
• cashless bank transfer to the Seller’s RON account: IBAN RO66RZBR0000060026040989, BIC (SWIFT) RZBRROBU, held at Raiffeisenbank;
• cashless payment via the ShoptetPay payment gateway;
• cash in hand upon personal collection at the Seller’s premises.

Along with the purchase price net of VAT, the Buyer is obliged to pay the Seller the applicable VAT and the packaging and delivery costs in the agreed amount (likewise plus VAT). Unless explicitly stated otherwise, the price of the goods does not include the costs related to packaging and delivery of the goods, which are calculated and added separately during the order process.

For cash payments, the purchase price (including VAT) is due upon receipt of the goods. For cashless payments, the purchase price (including VAT) is due within 7 days from conclusion of the purchase contract, unless the parties agree on a longer payment term.

If payment is made via the ShoptetPay payment gateway, the Buyer shall follow the instructions of the respective provider of electronic payments.

In case of cashless payment, the Buyer’s obligation to pay the purchase price is fulfilled at the moment the respective amount is credited to the Seller’s bank account.

The Seller is entitled to require the Buyer to pay an advance or the full purchase price in advance, in particular for Buyers with whom no prior business relationship has been established, for larger orders, for goods customised to the Buyer’s requirements, or for goods ordered on special request.

Goods shall be delivered to the Buyer:

• to the address specified by the Buyer in the order;
• via a parcel pick-up point at the pick-up point address specified by the Buyer;
• by personal collection at the Seller’s place of business.

The choice of delivery method is made when ordering the goods.

The delivery costs (net of VAT and including VAT) depending on the method of dispatch and acceptance of goods are specified in the Buyer’s order and in the Seller’s order confirmation. If the delivery method is arranged at a special request of the Buyer, the Buyer bears the risk and any additional costs associated with such method of delivery.

If the Seller is obliged under the purchase contract to deliver the goods to the place designated by the Buyer in the order, the Buyer is obliged to accept the goods upon delivery. If for reasons on the Buyer’s side it is necessary to deliver the goods again or by other means than specified in the order, the Buyer shall pay the costs associated with repeated delivery, or the costs associated with the alternative method of delivery.

Upon receipt of the goods from the carrier, the Buyer is obliged to check the integrity of the packaging and immediately notify the carrier of any defects. In case of visible damage to the packaging indicating unauthorized entry into the shipment, the Buyer shall refuse to take over the goods or shall insist on the carrier recording a damage report.

The Seller shall issue a tax document — invoice — to the Buyer, in which the price of the goods, packaging and delivery costs net of VAT, the applicable VAT and the total amount including VAT are itemised separately. The tax document is included with the delivered goods or sent electronically.

Ownership of the goods passes to the Buyer only upon payment of the entire purchase price including VAT and all costs related to delivery (retention of title pursuant to § 2132 of the Civil Code). Liability for accidental destruction, damage or loss of goods passes to the Buyer at the moment of acceptance of the goods, or at the moment when the Buyer was obliged to take over the goods but failed to do so in breach of the purchase contract.

Dispatch of goods to the Buyer’s end customer (dropshipping). If the Seller, upon the Buyer’s instruction, dispatches the goods directly to the Buyer’s end customer through the Seller’s contract with a carrier, the risk of damage to the goods passes to the Buyer at the moment of handover of the goods to the first carrier. If during such transport the goods are damaged, lost or destroyed, these costs are borne by the Buyer. The Seller shall provide the Buyer with the necessary cooperation in asserting a claim for damages against the carrier.

In case of late payment of the purchase price by the Buyer, the Seller is entitled to claim contractual default interest at a rate of 0.05 % of the overdue amount per day. This does not affect the Seller’s right to claim damages.

In case of the Buyer’s delay in payment of the purchase price exceeding 14 days, the Seller is entitled to suspend further deliveries of goods to the Buyer until the debt is fully paid, and/or to withdraw from the purchase contract (see Article VI).

A change of invoicing details on an already issued invoice is subject to a fee of CZK 100 / EUR 4 (net of VAT).

VI. Withdrawal from the Contract

Since the purchase contract is concluded between entrepreneurs, the Buyer is not entitled to the 14-day right of withdrawal under § 1829 of the Civil Code — this right is available only to consumers. The Buyer expressly acknowledges this.

The Buyer may withdraw from the purchase contract only for statutory reasons, in particular in the event of a material breach of contract by the Seller (§ 2002 of the Civil Code), and in the cases provided for in Article VII of these Terms and Conditions (defects of goods).

The Seller is entitled to withdraw from the purchase contract in particular in the following cases:

• stock depletion, unavailability of goods, discontinuation of production or import by the manufacturer, importer or supplier;
• the Buyer’s delay in paying the purchase price or any part thereof for more than 14 days from due date;
• material breach of contract by the Buyer (§ 2002 of the Civil Code);
• a finding that the Buyer has provided false data in the order or upon registration, in particular if it turns out that the Buyer is not an entrepreneur or is not acting within the scope of its business activity;
• a technical error on the website (in the Internet Shop), in particular obviously incorrect price, availability, parameters or description of goods; in such a case the Seller is entitled to cancel the order or to withdraw from the purchase contract.

Withdrawal must be made in writing and delivered to the other party at the registered office address or at the email address provided in the order or in these Terms and Conditions. Withdrawal becomes effective upon delivery.

Termination of cooperation. The Seller reserves the right to terminate cooperation with the Buyer even without giving a reason, with immediate effect. Termination of cooperation does not affect already concluded and pending purchase contracts or mutual obligations arising before the termination.

Upon withdrawal, the purchase contract is rescinded ab initio (§ 2004(1) of the Civil Code). The parties shall return to each other any performance received, within 14 days from the effective date of the withdrawal. The Seller shall refund the paid purchase price including VAT in the same manner in which it was received from the Buyer; the Buyer shall return the goods to the Seller at its own cost.

The goods must be returned undamaged, unused and unworn, and in their original packaging where possible. The Seller is entitled to set off any claim for damages caused to the goods against the Buyer’s claim for refund of the purchase price.

VII. Quality on Receipt and Rights from Defective Performance

The rights and obligations of the parties arising from defective performance are governed by § 2099 to § 2117 of the Civil Code, unless otherwise stipulated in these Terms and Conditions or in the purchase contract. The provisions of § 2158 to § 2174b of the Civil Code (special provisions on the sale of goods to consumers) shall not apply to the relationship between the Seller and the Buyer.

The Seller is obliged to deliver the goods in the agreed quantity, quality, design and packaging (§ 2095 and § 2099 of the Civil Code). If the quality and design have not been agreed, the Seller is obliged to deliver goods of quality and design suitable for the purpose apparent from the contract, otherwise for the usual purpose.

Duty of inspection and notification of defects. The Buyer is obliged to inspect the goods as soon as reasonably possible after the passage of the risk of damage and to ascertain their properties and quantity (§ 2104 of the Civil Code). If the goods are dispatched by the Seller, the Buyer may postpone the inspection until the goods are delivered to the place of destination.

Obvious defects (in particular shortages in quantity, mechanical damage to the packaging or goods detectable by ordinary inspection) shall be notified by the Buyer to the Seller without undue delay, at the latest within 3 business days from receipt of the goods.

Hidden defects shall be notified by the Buyer to the Seller without undue delay after the Buyer could have discovered them with reasonable care, at the latest within 12 months from receipt of the goods. This period is contractually agreed between entrepreneurs; the statutory two-year period under § 2165 of the Civil Code shall not apply to the relationship between the Seller and the Buyer. If the Buyer fails to notify the defect in time, the Buyer loses the right to withdraw from the contract, and if the Seller raises an objection of late notification of the defect, the court shall not grant the Buyer the right from defective performance (§ 2112 of the Civil Code).

Notification of a defect must be made in writing (email to the Seller’s contact address is sufficient) and must contain the Buyer’s identification, identification of the goods (in particular order/invoice number and EAN or catalogue identifier), a detailed description of the defect and the Buyer’s choice of remedy under the following provisions of this Article.

Material breach of contract. If the defective performance constitutes a material breach of the purchase contract (§ 2002 of the Civil Code), the Buyer is entitled to:

• delivery of a new defect-free item or delivery of the missing item;
• repair of the goods;
• a reasonable discount on the purchase price; or
• withdrawal from the purchase contract.

The Buyer shall notify the Seller of the choice of remedy when notifying the defect, or without undue delay after such notification. The Buyer may not change the choice made without the Seller’s consent; this does not apply if the Buyer requested repair of a defect that turns out to be irreparable. If the Seller fails to remedy the defect within a reasonable time, or notifies the Buyer that it will not remedy the defect, the Buyer may demand a reasonable discount on the purchase price instead of remedy, or may withdraw from the contract. If the Buyer fails to choose his/her right in time, he/she has the rights under the following paragraph (§ 2106 of the Civil Code).

Non-material breach of contract. If the defective performance constitutes a non-material breach of the purchase contract, the Buyer is entitled to remedy of the defect or to a reasonable discount on the purchase price. Until the Buyer exercises the right to a discount or withdrawal, the Seller may supply what is missing or remedy a legal defect. Other defects may be remedied by the Seller at its choice by repair or delivery of a new item. If the Seller fails to remedy the defect in time or refuses to remedy it, the Buyer may demand a discount on the purchase price or may withdraw from the contract. The Buyer may not change the choice made without the Seller’s consent (§ 2107 of the Civil Code).

Exclusion of liability. The Seller shall not be liable for defects of the goods that:

• have arisen from wear caused by usual use of the goods;
• have arisen as a result of incorrect use, storage, installation, maintenance or handling contrary to the instructions of the Seller, manufacturer or the attached manual;
• have arisen as a result of unauthorised intervention by the Buyer or a third party in the goods, or by modification or repair by a non-authorised entity;
• have been caused by force majeure or external influences (e.g. lightning, flood, frost);
• have been caused by the use of non-original spare parts, batteries or accessories.

Warranty for quality. The Seller provides a warranty for quality (§ 2113 of the Civil Code) only to the extent expressly agreed in the purchase contract or stated on the packaging of the goods, in the warranty certificate or in another document issued by the Seller. The manufacturer’s warranty, if provided by the manufacturer, is governed by the conditions set by the manufacturer; the Seller shall provide the Buyer with the necessary cooperation in exercising such warranty.

Complaint procedure. The Buyer shall file a complaint in writing at the registered office or place of business of the Seller listed in Article I, or electronically at the email address info@mamidotoys.com. The Buyer shall deliver the complained goods to the Seller at its own cost; in the case of a justified complaint, the Buyer is entitled to reimbursement of reasonably incurred costs related to filing the complaint. The Seller shall issue the Buyer a written confirmation of receipt of the complaint. The Seller shall decide on the method of settling the complaint within a reasonable period of time having regard to the nature of the defect, as a rule no later than within 30 days from filing, unless the parties agree otherwise. The deadline for settling the complaint does not run during periods in which the settlement depends on cooperation of the Buyer or a third party (e.g. manufacturer).

Limitation of liability. The total liability of the Seller for damage caused to the Buyer in connection with the purchase contract (whether from defects of goods or otherwise) is limited to an amount equal to the purchase price of the relevant goods (net of VAT). The Seller shall not be liable for lost profits, indirect, consequential or incidental damages of the Buyer. This limitation shall not apply to damage caused intentionally or by gross negligence.

VIII. Delivery

The parties may mutually deliver all written correspondence via email.

The Buyer shall deliver correspondence to the Seller’s email address stated in these Terms and Conditions. The Seller shall deliver correspondence to the email address stated in the Buyer’s customer account or in the order.

IX. Personal Data Protection

In the context of concluding and performing the purchase contract, the Seller processes the personal data of natural persons acting on behalf of the Buyer (in particular the Buyer’s contact persons), to the extent necessary for performance of the contract and for the Seller’s statutory obligations. The processing of personal data is governed by Regulation (EU) 2016/679 (GDPR) and by Act No. 110/2019 Coll., on the Processing of Personal Data.

The Buyer’s email address may be used for sending commercial messages relating to similar or related goods pursuant to § 7(3) of Act No. 480/2004 Coll. Such messages may be unsubscribed from at any time, free of charge.

Detailed information on the processing of personal data is provided in the Privacy Policy available at: /privacy-policy/

X. Governing Law and Dispute Resolution

All legal relations between the Seller and the Buyer arising from the purchase contract or related thereto are governed by the law of the Czech Republic, excluding conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

All disputes arising from the purchase contract or in connection therewith shall be settled by the competent general courts of the Czech Republic. The parties shall endeavour to resolve any disputes amicably first.

The Seller is authorized to sell goods on the basis of a trade license. Trade control is exercised within its scope by the competent trade office.

XI. Final Provisions

The Seller is not bound by any codes of conduct vis-à-vis the Buyer.

All rights to the Seller’s website, in particular copyrights to content including page layout, photographs, films, graphics, trademarks, logos and other content and elements, belong to the Seller. It is prohibited to copy, modify or otherwise use the website or parts thereof without the Seller’s consent.

Copyright in texts and images. All texts, product descriptions, photographs and images provided by the Seller or published in the Internet Shop are copyrighted works protected under Act No. 121/2000 Coll., the Copyright Act, and the proprietary copyrights therein are exercised by the Seller or belong to its licensors. The Buyer is entitled to use these works exclusively for the purpose of reselling goods purchased from the Seller, and only on the basis of express prior consent (authorization) granted by the Seller. Without such authorization, the Buyer is not entitled to reproduce, modify, distribute, communicate to the public or otherwise use the texts, descriptions or photographs of the goods. A breach of this provision establishes the Buyer’s liability for damages and for infringement of copyright.

The Seller is not liable for errors arising from third-party interference with the Internet Shop or from its use contrary to its intended purpose. The Buyer must not use procedures that could negatively affect the operation of the Internet Shop, nor engage in any activity that could enable the Buyer or third parties to interfere with or unauthorisedly use the software or other components of the Internet Shop.

The Buyer hereby assumes the risk of change of circumstances within the meaning of § 1765(2) of the Civil Code.

The purchase contract including these Terms and Conditions is archived by the Seller in electronic form and is not accessible.

The parties exclude the application of § 1740(3), § 1748, § 1764 to § 1766, § 1799 and § 1800 of the Civil Code.

Assignment of the contract or assignment of individual claims of the Buyer against the Seller to a third party is permitted only with the prior written consent of the Seller.

If any provision of these Terms and Conditions becomes invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness or enforceability of the remaining provisions. The parties undertake to replace any invalid, ineffective or unenforceable provision with a provision whose meaning is as close as possible to that of the replaced provision.

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

 

These Terms and Conditions take effect on 27 April 2026.