Terms of use for Retailers

TERMS AND CONDITIONS FOR RETAILERS (BUYERS)

INTRODUCTORY PROVISIONS

1.1 These Terms and Conditions (hereinafter referred to as the “Terms”) govern the rights and obligations between eBonza s.r.o., with its registered office at Křižovnická 86/6, Staré Město, 110 00 Prague 1, Czech Republic, Company ID: 06570798, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 284550 (hereinafter referred to as the “Operator”), and business entities acting as retailers or buyers (hereinafter referred to as the “Retailer” or “Buyer”).

1.2 The B2Bonza platform (hereinafter referred to as the “Platform”) is an online B2B marketplace whose purpose is to enable Retailers to order products from independent brands and distributors (hereinafter referred to as the “Brands”) for resale.

1.3 These Terms apply exclusively to B2B relationships. The Retailer confirms that it acts within the scope of its business activities and not as a consumer.

DEFINITIONS

2.1 Platform – the online B2B marketplace available at www.b2bonza.com 2.2 Operator – eBonza s.r.o. 2.3 Retailer or Buyer – a business entity registered on the Platform 2.4 Brand – a business entity offering Products through the Platform 2.5 Order – a binding B2B order created through the Platform 2.6 Product – goods offered by a Brand through the Platform 2.7 Commission – the remuneration of the Operator under these Terms or the current price list 2.8 BonzaGo – the Operator’s incentive program pursuant to Article 9 of these Terms

NATURE OF THE PLATFORM

3.1 The Platform serves exclusively as a technical and commercial intermediary between Brands and Retailers.

3.2 The Operator is neither the seller nor the buyer of the Products, does not take possession of them, and is not responsible for their manufacture, quality, storage, or transport.

3.3 All purchase agreements are concluded directly between the Brand and the Retailer. The Operator is not a contractual party to these agreements.

REGISTRATION AND USER ACCOUNT

4.1 Registration on the Platform is permitted exclusively to business entities within the meaning of Section 420 of the Czech Civil Code.

4.2 The Retailer is obliged to provide true, current, and complete information, in particular business name, Company ID number, VAT ID (if applicable), billing details, and contact details.

4.3 The Operator reserves the right to refuse registration or to suspend or terminate an account, especially in the event of a breach of these Terms or applicable legal regulations.

4.4 The Retailer is responsible for securing its login credentials and for all activities carried out through its account.

ORDERS AND PURCHASE AGREEMENT

5.1 Orders created through the Platform are binding.

5.2 The purchase agreement is concluded directly between the Retailer and the Brand at the moment the Brand confirms the order.

5.3 Product prices, minimum order quantities, delivery times, and other commercial terms are determined exclusively by the Brand.

5.4 The Brand is entitled to accept, reject, or propose modifications to an order.

PAYMENTS AND FINANCIAL FLOWS

6.1 Payments are processed via Stripe Connect.

6.2 The Retailer acknowledges that funds may be temporarily withheld for the purpose of fraud prevention, complaint handling, or dispute resolution for a period of up to 14 days.

6.3 The Retailer undertakes to pay all amounts due and on time.

6.4 Invoices related to orders placed through the Platform are issued by the respective Brand. Where available, such invoices may be generated automatically through the Platform on behalf of the Brand.

FEES AND SHIPPING

7.1 The Retailer does not pay the Operator any marketplace commission or fee for the purchase of Products through the Platform, unless explicitly stated otherwise.

7.2 For orders with a total order value below EUR 300, the Operator may charge the Retailer a flat shipping-related fee of EUR 15.

7.3 For orders with a total order value of EUR 300 or more, shipping may be presented as free of charge to the Retailer.

7.4 Any shipping-related fee charged to the Retailer forms part of the Platform’s commercial model and does not constitute payment for transport services provided by the Operator.

7.5 The underlying shipping and delivery of Products is arranged and fulfilled by the Brand through third-party carriers.

7.6 The Retailer pays exclusively: (a) the purchase price of the Products determined by the Brand, (b) VAT, if charged, (c) any shipping-related fee indicated at checkout, and (d) any third-party payment fees, if explicitly stated.

7.7 The Operator reserves the right to introduce certain paid additional services or programs for Retailers in the future. The Retailer will be informed in advance of any such fees.

DELIVERY, CLAIMS, AND LIABILITY

8.1 Delivery terms and conditions are determined by the Brand.

8.2 All claims regarding Products or delivery shall be resolved directly between the Retailer and the Brand.

8.3 The Operator is not responsible for Product defects, their availability, or the performance of purchase agreements between the Retailer and the Brand.

8.4 The Operator is not responsible for the performance of shipping services provided by third-party carriers.

BONZAGO PROGRAM

9.1 BonzaGo is a loyalty and incentive program operated by the Operator to support Retailers’ business activities.

9.2 The BonzaGo program is intended exclusively for registered Retailers who meet the conditions set by the Operator.

9.3 BonzaGo does not constitute a legally enforceable claim and is a marketing benefit.

9.4 The specific conditions, benefits, duration, and any changes to the BonzaGo program are determined by the Operator and published on the Platform or in a separate section of these Terms.

9.5 The Operator reserves the right to modify, suspend, or terminate the BonzaGo program at any time without compensation.

ACCOUNT TERMINATION

10.1 The Retailer is entitled to cancel its account at any time.

10.2 The Operator is entitled to immediately suspend or terminate an account in the event of a serious breach of these Terms.

PERSONAL DATA PROTECTION

11.1 The processing of personal data is governed by the Privacy Policy available on the Platform and by Regulation (EU) 2016/679 (GDPR).

GOVERNING LAW AND JURISDICTION

12.1 These Terms are governed by the laws of the Czech Republic.

12.2 All disputes shall be resolved by the courts of the Czech Republic with local jurisdiction according to the registered office of the Operator.

FINAL PROVISIONS

13.1 If any provision of these Terms proves to be invalid or ineffective, this shall not affect the validity of the remaining provisions.

13.2 The Operator reserves the right to unilaterally amend these Terms. The new version shall be published on the Platform and shall become effective upon publication.

13.3 These Terms become effective on the date of their publication.