Terms and Conditions B2B

Business-to-Business (B2B) Terms and Conditions

1. Introductory Provisions
2. These Terms and Conditions (hereinafter the “Terms and Conditions”) of MUFFIK s.r.o., Company ID No.: 08849102, VAT No.: CZ08849102, with its registered office at Podolská 50, 147 00 Prague 4, and place of business at Petrov nad Desnou 150, 788 16 Petrov nad Desnou, Czech Republic, registered under file number C 326367 with the Municipal Court in Prague (hereinafter the “Seller”), govern, in accordance with the United Nations Convention on Contracts for the International Sale of Goods (hereinafter the “CISG”), the mutual rights and obligations of the contracting parties arising in connection with or on the basis of a purchase contract (hereinafter the “Purchase Contract”) concluded between the Seller and the Buyer acting within the scope of its business activity (hereinafter the “Buyer”) through the Seller’s online store. The online store is operated by the Seller on the website located at www.muffik.com (hereinafter the “Website”) through the website’s interface (hereinafter the “Online Store Interface”). The Buyer shall bear all costs incurred in connection with the use of remote means of communication for the purpose of concluding the Purchase Contract (such as internet connection costs or telephone charges). Such costs shall not differ from the standard rate.
3. These Terms and Conditions shall not apply to cases where a person intends to purchase goods from the Seller as a non-business entity, i.e., outside the scope of their business activity. Should the Buyer indicate a business identification number or any other business-related identifier in the order, the Buyer acknowledges that the rules set out herein for entrepreneurs and legal entities shall apply to such transaction.
4. Provisions deviating from these Terms and Conditions may be agreed upon in the Purchase Contract. Any such deviating provisions stipulated in the Purchase Contract shall prevail over the wording of these Terms and Conditions.
5. By submitting an order, the Buyer confirms that, prior to concluding the Purchase Contract, they have read and understood these Terms and Conditions and acknowledge that the Terms and Conditions form an integral part of the Purchase Contract. The Purchase Contract and these Terms and Conditions are drafted in the English language. The Purchase Contract may be concluded in English.
6. The Seller may amend or supplement these Terms and Conditions from time to time. Such amendments shall not affect any rights or obligations arising during the period of validity of the previous version of the Terms and Conditions. The Buyer shall have the right to request delivery of the version of the Terms and Conditions effective as of the date of conclusion of the Purchase Contract in a format preventing subsequent modification of the text.
7. Terms of Cooperation

 

1. The subject of the Purchase Contract is the Seller’s obligation to deliver the goods specified therein and to enable the Buyer to acquire ownership of such goods, and the Buyer’s obligation to take delivery of the goods and pay the Seller the agreed purchase price.

 

2. The Buyer is required to register in the Seller’s online ordering system available through the web interface located on the Seller’s website at www.muffik.com (hereinafter the “Online Store”) and to create a customer account pursuant to Article II of this Contract (hereinafter the “Customer Account”). All orders shall be placed through the offer published in the said ordering system. Purchase Contracts are concluded based on orders submitted by the Buyer through this system.

 

3. The Buyer shall place an order for goods through the Customer Account after registering in the Online Store via the online interface.

 

 

4. When placing an order, the Buyer shall select the goods, the quantity of goods, and the preferred method of payment and delivery.

 

5. The Seller makes an offer to conclude a Purchase Contract and provides information about the goods, including the price of each item and its main characteristics, through the catalogue published in the Online Store. The prices of the goods are stated inclusive of value added tax, all applicable fees, and related costs, except for costs associated with packaging and transport, which are to be selected by the Buyer in the Online Store when concluding the Purchase Contract. The prices of the goods remain valid for as long as they are displayed in the Online Store. Information regarding the costs of packaging and delivery of goods is published in the Online Store. Any discounts on the purchase price of the goods may not be combined, unless otherwise agreed between the Seller and the Buyer.

 

6. The Buyer accepts the Seller’s offer by submitting an order via the Online Store. Prior to submitting the order, the Buyer is given the opportunity to review and amend the data entered in the order. The order is sent to the Seller by clicking the “Order” button. The data stated in the order shall be deemed correct. The validity of the order is conditional upon the completion of all mandatory fields in the online order form.

 

7. The display of goods on the Online Store’s interface constitutes an invitatio ad offerendum (invitation to submit offers). The Buyer’s order constitutes an offer to conclude a Purchase Contract. The Purchase Contract is concluded at the moment when the Buyer receives from the Seller an express confirmation of the order (“Order Confirmation”) made through a means allowing the capture of its content and identification of the person making it. Silence or inaction on the part of the Seller shall not constitute acceptance of the offer. A late acceptance shall have the effect of acceptance only if expressly confirmed by the Seller without undue delay. The Seller shall be entitled, in exceptional circumstances, to unilaterally cancel a concluded Purchase Contract by notification sent to the Buyer’s email address, particularly in the event of a technical error in the Online Store, especially in relation to the displayed price of goods, discount amount, or quantity of goods. (Articles 14 [Offer], 18(1)–(3) [Acceptance; Effectiveness], 21–22 [Late Acceptance/Withdrawal], and 23 [Moment of Conclusion] CISG).
8. Customer Account
9. Based on the Buyer’s registration in the Online Store, the Buyer may access their Customer Account, through which orders for goods may be placed.
10. When registering a Customer Account and when ordering goods, the Buyer is obliged to provide accurate and truthful information. The Buyer shall update the information provided in the Customer Account whenever any changes occur. The data entered by the Buyer in the Customer Account and when placing an order shall be deemed correct by the Seller. Should any information provided by the Buyer prove to be incorrect or outdated, all resulting consequences shall be borne solely by the Buyer.
11. Access to the Customer Account is secured by a username and password. The Buyer shall maintain confidentiality regarding the information necessary to access their Customer Account. The Seller shall not be liable for any misuse of the Customer Account by third parties. The Buyer is not entitled to allow any third party to use the Customer Account.
12. The Seller reserves the right to cancel or deactivate the Customer Account at its discretion.
13. The Buyer acknowledges that the Customer Account may not be available continuously, particularly due to necessary maintenance of the Seller’s hardware and software systems or due to maintenance performed by third-party service providers.

• Payment Terms and Delivery of Goods

1. The Buyer may pay the price of the goods, including any costs associated with packaging and delivery, using the payment methods specified when placing the order in the Online Store. Unless expressly stated otherwise, the term “purchase price” shall hereinafter also include the costs associated with the delivery of goods (hereinafter collectively referred to as the “Price”).
2. The Price must be paid in full before the goods are dispatched by the Seller. The Seller shall deliver the ordered goods to the carrier designated in the order within five (5) business days from the date the full Price is credited to the Seller’s bank account. Unless otherwise agreed by the parties, delivery shall be made under the delivery term FCA Petrov nad Desnou, Incoterms® 2020. The Seller shall fulfil its obligation to deliver the goods by handing them over to the first carrier for transport to the Buyer; upon such handover, the risk of loss of or damage to the goods shall pass to the Buyer, provided that the goods have been clearly identified for the purposes of the contract (e.g. by marking, transport document, or notice of dispatch).
   The Seller shall, without undue delay, send the Buyer a dispatch notice specifying the shipment and shall provide the information necessary for arranging transport insurance if requested by the Buyer.
   (Article 31(a) [Delivery to Carrier], Article 32 [Notice and Specification; Insurance Information], Article 67 [Passing of Risk in Case of Carriage] CISG).
3. The goods shall be delivered to the Buyer in the manner chosen by the Buyer from the delivery options available in the Online Store at the time of order placement. The method of delivery is selected during the ordering process.
4. The costs of packaging and delivery, depending on the method of shipment and receipt chosen by the Buyer, are specified in the Online Store during the order process.
5. In the event that, for reasons attributable to the Buyer, it becomes necessary to deliver the goods repeatedly or in a manner different from that specified in the order, the Buyer shall bear all costs associated with such repeated delivery or alternative delivery arrangements.
6. Upon receipt of the goods from the carrier, the Buyer shall inspect the integrity of the packaging. In case of any damage or defects, the Buyer shall immediately notify the carrier. If the Buyer discovers any evidence of tampering or unauthorized interference with the shipment, the Buyer shall be entitled to refuse acceptance of the delivery
7. The Seller shall issue a tax document – an invoice – to the Buyer. The tax document and all documentation related to the sale of the goods shall be sent to the Buyer’s email address as specified in the Customer Account.
8. The Buyer shall acquire ownership of the goods upon taking delivery of the goods after full payment of the purchase price.
9. Warranty of Quality and Seller’s Liability for Defects
10. The Seller shall deliver to the Buyer the goods in the agreed quantity, quality, and design. Where the quality and design have not been expressly agreed upon, the Seller shall perform in a quality and design suitable for the purpose apparent from the contract; otherwise, for the ordinary purpose for which such goods are used.
11. The Buyer’s right arising from defective performance shall be established by a defect that exists at the time the risk of loss or damage passes to the Buyer, even if the defect becomes apparent only later. The Buyer’s right shall also arise from a defect that appears later if such defect is caused by a breach of the Seller’s obligations. The Seller’s obligations under any warranty of quality shall remain unaffected.
12. The Buyer shall, as soon as practicable after the delivery of the goods by the carrier, examine the goods and verify their characteristics and quantity. If any defect is detected, the Buyer shall send a written claim to the Seller specifying the nature of the defect in detail. At the same time, the Buyer shall return the claimed goods to the Seller and must ensure that the goods are packaged in the same manner as they were originally delivered by the Seller (in particular, by interleaving layers and using suitable packaging materials to prevent deformation or movement of the goods during transport).The Seller shall be entitled—also after the agreed delivery period has expired—to remedy any non-performance at its own cost without undue delay (in particular by delivering missing quantities, replacing defective goods, or eliminating the defect), provided that such action does not cause the Buyer unreasonable inconvenience or justified doubts. During a reasonable period granted for the Seller’s remedy, the Buyer shall not exercise any rights inconsistent with such remedy. The Buyer’s right to claim damages shall not be affected.
    (Article 35 [Conformity of Goods], Article 37 [Seller’s Right to Remedy], Article 39 [Notice of Lack of Conformity] CISG).
13. The Buyer shall exercise rights arising from defective performance with the Seller at the address of the Seller’s place of business where acceptance of such claims is possible with regard to the type of goods sold, or alternatively at the Seller’s registered office or principal place of business. The moment of filing a claim shall be deemed the moment the Buyer notifies the Seller of the defect in the goods.
14. The Buyer shall ensure that the final customer, upon resale of the goods, receives all information required by the applicable laws of the state where the sale to the final customer occurs, particularly regarding rights arising from defective performance, including the manner and place for filing claims.
15. In the event that the Buyer receives a complaint from a final customer, the Buyer shall immediately inform the Seller thereof and, no later than two (2) business days from the date of receipt of the claimed goods from the final customer, shall deliver or send the claimed goods to the Seller for inspection, or otherwise make them available for examination. The Seller shall be entitled to review the claim and notify the Buyer whether the complaint is justified or unfounded, and may propose a method of settlement. The Buyer undertakes to exercise claims against the Seller for defective goods only to the extent of the Seller’s liability under the Purchase Contract, particularly for defects that existed at the time of delivery to the Buyer and were not caused by improper storage, handling, or use of the goods.
16. The Seller shall provide the Buyer with necessary cooperation in handling claims based on defects existing at the time of delivery to the Buyer, by replacing the goods, repairing them, or in another appropriate manner corresponding to the rights of the final customer under applicable law. If the goods do not conform to the contract, the Buyer may request a reasonable reduction of the purchase price corresponding to the ratio between the value of the delivered goods and the value of non-defective goods at the time of delivery; this shall not apply if the Seller remedies the defect in due time or if the Buyer refuses a reasonably offered remedy in accordance with this Article. (Article 46 [Remedies Available to the Buyer], Article 50 [Price Reduction] CISG).
17. The Seller shall resolve any claim no later than forty (40) days after receipt of the claimed goods. The Buyer acknowledges that this period may be affected by the time required for transportation of the goods to and from the Seller, depending on the distance between the place of dispatch and the place of delivery.
18. Additional Rights and Obligations of the Contracting Parties
19. The Buyer shall be entitled to sell the goods purchased from the Seller exclusively to end customers. Any resale of the goods to other distributors or resellers shall constitute a material breach of the Framework Agreement.
20. The Buyer shall sell the goods purchased from the Seller exclusively within the territory of the state in which the Buyer has its registered office, as specified in the Framework Agreement concluded with the Seller.
21. When reselling the goods, the Buyer shall not alter the names of the products, their sets, or the manner in which they are packaged. The Buyer shall not label the goods or their packaging with its own or any other markings.
22. The Buyer may sell the goods solely through physical retail stores (“brick-and-mortar stores”) or via e-commerce websites. The Buyer is expressly prohibited from selling the goods through social media platforms (such as Facebook or similar).
23. The Buyer shall at all times protect and promote the good reputation of the MUFFIK brand and any other brands of goods distributed by the Seller. The Buyer shall use only promotional materials provided by the Seller for marketing purposes. The Buyer may use self-created promotional materials only with the prior written consent of the Seller. The Seller grants the Buyer a non-exclusive, limited authorization to use the Seller’s trademarks and logos for the sole purpose of promoting the sale of the goods.
24. All rights to the Seller’s websites, including without limitation copyrights to the website content, layout, photographs, videos, graphics, trademarks, logos, and other elements and materials, shall remain the exclusive property of the Seller. It is prohibited to copy, modify, reproduce, or otherwise use the website or any part thereof without the Seller’s prior consent.
25. The Seller shall not be liable for any errors or defects arising as a result of third-party interference with the Online Store or its use contrary to its intended purpose. The Buyer shall not use any methods that could adversely affect the operation of the Online Store and shall refrain from any activities that might enable itself or third parties to unlawfully interfere with, access, or use the software or other components forming part of the Online Store. The Buyer shall not use the Online Store or its components in any manner inconsistent with its intended function or purpose.
26. The Contracting Parties undertake to provide each other with all necessary cooperation and to inform each other of all material circumstances relevant to their cooperation in order to ensure the proper fulfilment and purpose of the Purchase Contract. Each Party shall take reasonable measures to mitigate any loss or damage, including loss of profit, that may threaten or result from the other Party’s breach of contract; to the extent such loss could have been mitigated, the liability for compensation shall be reduced accordingly.(Article 77 CISG – Duty to Mitigate Loss).
27. The Contracting Parties undertake to act in the course of their cooperation with due professional care, honesty, and diligence, and in a manner that does not harm the reputation or legitimate interests of the other Party.
28. The Contracting Parties shall notify each other without undue delay of any legally relevant facts affecting the performance of their obligations under this Agreement, in particular any change of registered office or place of business, trade name, registration status, suspension or cancellation of VAT registration, change of bank account numbers, or the initiation of insolvency or enforcement proceedings against their assets
29. The Contracting Parties shall inform each other of all relevant developments concerning the market conditions affecting the subject matter of their cooperation.

 

1. Delivery of Notices and Force Majeure

 

1. The Contracting Parties shall deliver all communications to the addresses of their registered offices or places of business specified in the Contract, and to the email addresses indicated in the Customer Account or in the order. Each Party shall promptly notify the other in writing of any change of address or contact details. An email shall be deemed delivered at the moment of its dispatch, provided that no error message indicating failed delivery has been generated. A postal consignment shall be deemed delivered on the third (3rd) business day following its dispatch within the same country, and on the seventh (7th) business day following its dispatch abroad.This provision shall not affect the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) governing the effectiveness of declarations that require actual receipt by the addressee — in particular, acceptance of an offer under Article 18 CISG and notice of avoidance under Article 26 CISG — for which effectiveness depends on actual receipt by the recipient.
2. A Party shall not be liable for its failure to perform any obligation under the Contract if it proves that such failure was caused by an impediment beyond its reasonable control, which it could not reasonably have been expected to take into account at the time of the conclusion of the Contract, and the consequences of which it could not have avoided or overcome.The Party whose performance is prevented by such an impediment shall, without undue delay, notify the other Party of the nature of the impediment and its effects on performance. Failure to provide such notice shall render the affected Party liable for any loss resulting from the omission.The exemption from liability shall remain in effect only for the duration of the impediment. All other rights of the other Party under the Contract and under the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall remain unaffected.(Article 79 CISG – Exemption Due to Impediment Beyond Control.)

 

VIII. Final Provisions

1. The Contracting Parties agree that all Purchase Contracts for the supply of goods concluded between business entities shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). In matters not regulated by this Convention, the laws of the Czech Republic, in particular the Civil Code, shall apply, with the exclusion of its conflict-of-law rules.
2. All rights to the Seller’s websites, including but not limited to copyrights to the content, the layout of the site, photographs, videos, graphics, trademarks, logos, and other materials or components, shall belong exclusively to the Seller. It is prohibited to copy, modify, or otherwise use the website or any part thereof without the prior consent of the Seller. The Seller shall not be liable for any errors arising from third-party interference with the Online Store or from its use contrary to its intended purpose. The Buyer shall not use any methods that could adversely affect the operation of the Online Store, nor shall it engage in any activities that could enable itself or third parties to unlawfully interfere with, access, or use the software or other components forming part of the Online Store, or to use the Online Store or its parts in a manner inconsistent with its intended function or purpose.
3. Any amendments to or termination of the Purchase Contract or these Terms and Conditions may be made only in writing. The exchange of emails identifying the acting persons and the content of the agreement shall also be deemed to satisfy the written form requirement. However, a Party may not invoke a breach of the requirement of written form to the extent that the other Party relied in good faith on the informal conduct and acted accordingly.
4. Seller’s contact details – mailing address: Petrov nad Desnou 150, 788 16 Petrov nad Desnou, Czech Republic; email address: info@muffik.eu; telephone number: +420 777 010 111.
5. These Terms and Conditions shall enter into force on 1 October 2025 and shall remain valid until replaced by a new version.