1. Introductory provisions

1.1 The provider and the operator of the online shop is SG Distribution s.r.o., ID: 17335108, with registered office at Varšavská 715/36, Vinohrady, 120 00 Praha 2the Czech Republic, registered at the Municipal court of Prague C 370167 (further referred to as the “Seller”, “SG” or “S.G. Distribution”). S.G. Distribution’s website is https://cannalab.eu including all derived websites (further referred to as the “Website”).

1.2 The provisions in these general terms and conditions (further referred to as “the GTC”), according to section 1751 subsection 1 of the Act No. 89/2012 Coll., Civil Code (further referred to as “the Czech Civil Code”) apply to all offers made by S.G. Distribution to a potential purchasing party (further referred to as the “Buyer” the “Purchaser” or the “Counterparty”), including offers made via the Website, and all agreements entered into between S.G. Distribution and the Counterparty. S.G. Distribution declares at this point that the GTC apply exclusively to relations between two businesses (in B2B relations) and excludes their application to relations with consumers.

1.3 The GTC are governed by Czech law, in particular by the provisions of the Czech Civil Code. The GTC constitute an integral part of the agreement entered into between S.G. Distribution and the Counterparty.

1.4 S.G. Distribution may unilaterally change or supplement the GTC, provided that the change of the GTC will be notified to the Counterparty by publishing them on the Website at least 14 days before the change becomes effective. This provision shall not affect the rights and obligations arising during the period of effectiveness of the previous version of the GTC.

1.5 If a Counterparty uses their own general terms and conditions they are hereby explicitly rejected. These GTC will at all times take precedence over a Counterparty’s terms and conditions.

1.6 It is only possible to deviate from these GTC if and insofar as S.G. Distribution has expressly agreed to this in writing. Deviation on one or more occasions does not constitute a precedent from which Counterparty may derive automatic subsequent rights, without the need for express confirmation in writing each time from S.G. Distribution.

2. Declarations of the buyer

2.1 The Buyer affirms that this transaction is being conducted in the course of their business activities or professional practice, and thus the consumer protection laws do not apply to this agreement. For avoidance of any doubt, the Buyer hereby declares that they are not a consumer within the meaning of Czech law. Specifically, the Buyer acknowledges that they do not fall under the legal definition of a consumer as outlined in the relevant provisions of the Czech Civil Code and other applicable legislation.

2.2 The Buyer is aware of the fact, that all goods offered for sale through the Websites (hereinafter also only as the “Goods” or the “goods”) are cannabis, hemp, CBD or other cannabinoids related goods or accessories, and that he is fully aware of all the legal and practical issues connected with this fact.

2.3 The Buyer further confirms that the goods are not being sold to them for consumption purposes, but solely for uses permitted by law. The Buyer acknowledges and agrees that the intended use of the goods complies with all relevant legal requirements and restrictions, ensuring that the goods will be utilized strictly within the boundaries of lawful activities.

2.4 The Buyer hereby confirms their thorough knowledge of the relevant Czech legal regulations as well as EU and other relevant regulations concerning cannabis, hemp, CBD, narcotic and psychotropic substance and related regulations. This includes an understanding of the applicable laws at both the Czech Republic and European Union levels, as well as the legal requirements in the destination country where the goods will be delivered and of the countries, through which it is transported. The Buyer acknowledges their responsibility to comply with these regulations and affirms that they have conducted all necessary due diligence to ensure adherence to the pertinent legal frameworks.

2.5 The Buyer further commits to continuously monitoring changes and new regulations in this area, considering the rapidly evolving legal landscape. The Buyer acknowledges the importance of staying informed about any updates or modifications to the legal framework concerning cannabis, CBD, narcotic and psychotropic substances, both within the Czech Republic, the European Union, and the destination country. This ongoing diligence is essential to ensure compliance with all current and future legal requirements.

2.6 The Buyer acknowledges that ownership of the goods is transferred to them at the moment of payment, thereby making them the owner of the goods within the territory of the Czech Republic, under whose legal regime this contract is governed. Any transportation of the goods takes place only after the transfer of ownership to the Buyer. The Buyer is aware of the fact, that (unless the Buyer ensures the transport by their own means) by this Agreement they instruct, authorize and empower the Seller to arrange transportation to the delivery location specified by the Buyer in the order, in the name of the Seller but at the full expense and responsibility of the Buyer.

2.7 The Buyer bears full responsibility for ensuring that the ordered goods are completely legal in the places, through which it is transported as well as in the destination of delivery. The Buyer assumes responsibility for any issues related to the delivery of the goods to the destination and commits to providing all necessary cooperation to resolve any potential complications. Additionally, the Buyer agrees to fully indemnify the Seller in the event of any damages, including costs of legal representation or other advisory services related to resolving the issue.

2.8 The Buyer further declares that they have thoroughly reviewed the Seller’s privacy policy and fully agree with its terms.

2.9 In case of a natural person, the buyer confirms being at least 18 years of age.

3. Order and purchase of the goods

3.1 Order and purchase procedure in general: The Buyer places an order for specific goods through their profile on the website. The respective goods are reserved for the Buyer at the moment of placing the order. The Buyer will subsequently receive information about the total order price, including shipping costs, which the Seller determines only after the order is placed. After the order is placed the Buyer will receive a pro forma invoice for the full price with transportation costs, which must be paid in a timely manner. If the Buyer does not pay the invoice by the due date specified on the invoice, they will be reminded to do so. If the Buyer fails to make the payment within the period specified in the reminder, the order will be cancelled and the goods will no longer be reserved for the Buyer.

3.2 A contractual agreement between S.G. Distribution and the Counterparty (further referred to as “the Agreement”), as a purchase agreement of the respective ordered Goods, is formed between SG as the Seller and the counterparty as the Buyer, as follows: Counterparty makes a purchase order of the respective Goods through the Website. This counts as an offer for purchase of the respective goods.S.G. Distribution accepts the order and therefore the offer and provides the Counterparty with a confirmation about accepting it. Based on the order of the Goods, SG issues a pro-forma invoice to the Buyer. Once the pro-forma invoice is duly paid in accordance with the provisions of these General terms, the Agreement on the purchase of the respective Goods is concluded and the Buyer becomes the owner of the Goods as the respective section hereof related to transfer of ownership constitutes.

3.3 Information about goods posted by S.G. Distribution on its website or any other medium does not count as an offer, but as an invitation to offer by any Counterparty. Section 1732 subsection 2 of the Civil Code shall not apply.

3.4 Information about goods such as properties, quality, colour, as well as information in printed matter, drawings, images or samples are provided to the best of knowledge and with the greatest care, but can never be regarded as binding.

3.5 All offers by S.G. Distribution are considered non-binding and may be revoked during the period given for its acceptance according to section 1737 and section 1738 of the Czech Civil Code. If this revocation does not take place within 6 days after acceptance, a legally binding Agreement has entered into force.

3.6 S.G. Distribution at all times reserves the right to refuse orders without giving cause. Such a refusal never gives any right to compensation.

3.7 S.G. Distribution can only accept an offer in writing by a person with legal authority to represent S.G. Distribution, which authority can be ascertained at all times by consulting the registers of the respective national Chamber of Commerce. Oral promises by, and arrangements with, regular employees of S.G. Distribution do not bind S.G. Distribution.

3.8 The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communication, whether in writing or orally.

3.9 If there is a joint Agreement with two or more Counterparties, each Counterparty is jointly and severally liable for the fulfilment of the Agreement concluded by them.

4. Amendment of the agreement

4.1 Any additional agreements or amendments made later will only bind S.G. Distribution if these have been confirmed in writing by S.G. Distribution.

4.2 Subject to the express written consent of S.G. Distribution, Counterparty is prohibited from transferring rights or obligations under this Agreement to third parties, including companies affiliated with the Counterparty.

5. Price and payment

5.1 Any price published by S.G. Distribution, either via Website or otherwise, can be subject to change at any time and without notice. Any inconvenience this may cause to the Counterparty is Counterparty’s sole responsibility. Only once an Agreement is entered into and valid, the Price cannot be changed.

5.2 The price for the respective goods shall be paid in full according to the pro-forma invoice sent to the buyer after placing the order (hereinafter the “Total price”), where in case the delivery/transport of the goods is arranged by SG on behalf of the Buyer the Total price will also include the cost of the transport.

5.3 The Total Price shall be paid to the bank account stated in the respective invoice, with all payment details filled in correctly.

5.4 The Total Price is deemed to be paid once the full amount of the Total Price is credited to the bank account of the Seller under the correct credentials (payment details), unless otherwise expressly stated by the Seller in writing. This provision is stipulated solely in favour of the Seller, mainly to cover the situations when the Buyers will send the payment for the Goods with wrong payment details. This provision cannot be used by the Buyer to attempt to cancel an already confirmed order and concluded Agreement.

5.5 Unless expressly stated otherwise, Prices offered by S.G. Distribution are: (a) in Euro currency, (b) based on delivery at location S.G. Distribution warehouse, (c) excluding VAT, import duties, other taxes, levies and duties, (d) excluding costs of packaging, loading, transportation and insurance.

5.6 S.G. Distribution will invoice Counterparty in accordance with the Agreement. Counterparty must perform payment of each invoice without deduction, discount or set-off, within 14 days of its issue, unless otherwise stated in the respective invoice or payment order (reminder). Objections to an invoice do not suspend the Counterparty’s obligation to pay.

5.7 If Counterparty is in default of payment, S.G. Distribution is entitled to start legal proceedings to collect payment. All costs related to the collection of amounts owed, in particular the extrajudicial costs, are to be borne by Counterparty. The extrajudicial costs are determined at 15% of the amounts owed in principal, with a minimum of €75 and without prejudice to the right of S.G. Distribution to charge further reasonable costs to the other party if they occur.

5.8 Every payment by Counterparty to S.G. Distribution first serves to pay off interest owed, then to extrajudicial costs, and only then to the outstanding principal amount. The oldest outstanding claim will be debited first. Any payment description given by Counterparty is irrelevant.

5.9 If Counterparty’s financial position or payment behaviour gives cause to do so, S.G. Distribution is entitled to require immediate (additional) security or advance payment from Counterparty. Failure to do so entitles S.G. Distribution to immediately suspend further execution of the Agreement and/or dissolve the Agreement without judicial intervention, without prejudice to any other rights that S.G. Distribution may have under Czech law.

5.10 In the event that the Agreement has several Clients, all Clients are jointly and severally liable for the payment of the full invoice amount.

6. Execution of the agreement

6.1 S.G. Distribution will perform the Agreement to the best of its knowledge and ability in accordance with the best efforts obligation, unless specifically stated otherwise.

6.2 S.G. Distribution goods come with a delivery document which states the delivered quantities and weights per product. If Counterparty does not object to the contents of this document within 24 hours of receipt, the information stated in the delivery document will be deemed to represent the delivered goods correctly.

6.3 S.G. Distribution shall exercise due care when engaging third parties in the performance of the Agreement. S.G. Distribution cannot be held liable for any damage resulting from a third party’s failure to perform its obligations properly, which includes for examples third parties providing transport of the goods.

7. Transfer of ownership

7.1 The Buyer acknowledges that ownership of the goods is transferred to them at the moment of the full payment of the Total price. At this moment the Buyer becomes the owner of the respective ordered and paid Goods. The transfer of the Goods takes place and the Buyer owns the Goods within the territory of the Czech Republic, under whose legal regime this contract is governed.

7.2 As a security for the potential claims of SG against the Buyer, SG may hold and retain any Goods, funds and other property of the Buyer and unilaterally set-off their value against the claims of SG towards the Buyer.

7.3 During the period that Counterparty has not yet acquired full ownership of the goods under Article 6.1, Counterparty does not have the right to pledge to establish a right of usufruct or to in any way securitize the unpaid goods in favour of a third party.

7.4 Counterparty grants S.G. Distribution the right to – without any form of prior notice – enter all those places where goods owned by S.G. Distribution are located, so as to enable S.G. Distribution to exercise its property rights. Retrieving its goods in this way does not affect the right of S.G. Distribution to demand compensation from Counterparty under the Agreement.

8. Delivery and transportation

8.1 The goods are only shipped to the Counterparty after the Total price has been completely paid for according to the invoice that has been issued and after the ownership of the goods has been passed onto the Counterparty.

8.2 As a security for the potential claims of SG against the Buyer, SG may hold and retain any Goods, funds and other property of the Buyer and unilaterally set-off their value against the claims of SG towards the Buyer.

8.3 Unless otherwise specifically agreed between the Parties, by paying the pro-forma invoice for the Total price (in accordance with these General terms), which includes the costs for the transport, the Buyer hereby entitles and empowers SG to organize, order and pay for the transport of the respective Goods on their behalf.

8.4 The Parties may mutually agree, that the Buyer shall organize and ensure the transport of the Goods on their own. In such case the Parties shall agree mainly on the place and time of the hand-over of the Goods. The Buyer takes full responsibility for any loss or harm of the Goods from the moment of the take-over of the Goods from the Seller. Loading, transportation and unloading of goods is performed at the responsibility of the Counterparty. Transportation of the goods is never included in S.G. Distribution’s responsibility.

8.5 The Buyer acknowledges that ownership of the goods is transferred to them at the moment of payment, thereby making them the owner of the goods within the territory of the Czech Republic, under whose legal regime this contract is governed. Any transportation of the goods takes place only after the transfer of ownership to the Buyer. The Buyer is aware of the fact, that by this Agreement they instruct, authorize and empower the Seller to arrange transportation to the delivery location specified by the Buyer in the order, in the name of the Seller but at the full expense and responsibility of the Buyer.

8.6 The Buyer bears full responsibility for ensuring that the ordered goods are completely legal in the places, through which it is transported as well as in the destination of delivery. The Buyer assumes responsibility for any issues related to the delivery of the goods to the destination and commits to providing all necessary cooperation to resolve any potential complications. Additionally, the Buyer agrees to fully indemnify the Seller in the event of any damages, including costs of legal representation or other advisory services related to resolving the issue.

8.7 The Buyer agrees to: Immediately inform the Seller of any legal proceedings, disputes, fines, or penalties imposed by any authority in connection with the transportation and delivery of the goods.

8.8 The Buyer agrees to: Actively collaborate with the Seller in resolving any issues, including providing all requested information and documentation, and participating in any necessary legal or administrative procedures.

8.9 The Buyer agrees to: Reimburse the Seller for all costs associated with legal representation or other advisory services required to address and resolve any issues arising from the transportation and delivery of the goods.

8.10 The Buyer agrees to: Compensate the Seller for any damages, including but not limited to fines, penalties, and any additional costs incurred due to non-compliance with legal requirements in the destination or transit locations.

8.11 Buyer acknowledges that their obligation to indemnify the Seller includes covering any losses or expenses incurred as a result of incorrect or incomplete information provided by the Buyer, or failure to comply with any legal or regulatory requirements. This includes, but is not limited to, legal fees, fines, penalties, and any other costs directly or indirectly related to the resolution of such issues.

9. Declarations

9.1 By entering into an Agreement with S.G. Distribution, Counterparty makes the following declarations:

9.2 Counterparty will not use S.G. Distribution’s products for any illegal or unauthorized purpose under the laws of the Czech Republic and the laws of the countries where the goods are being delivered to.

9.3 The use or purchase of S.G. Distribution’s products does not violate any laws in Counterparty’s own jurisdiction or any other jurisdiction involved in the execution of the Agreement. This includes copyright laws, criminal law, penal law and civil law.

9.4 Counterparty is a business party that enters into the Agreement under a strict commercial pretence. Under no circumstance will the Agreement, or any products acquired thereunder, be misused for leisurely use by Counterparty.

9.5 Counterparty will not expose products acquired under the Agreement to minors under the jurisdiction of either the Czech Republic or Counterparty’s country of origin.

9.6 Purchase and account information provided by Counterparty for all purchases made at S.G. Distribution’s store is at all times current, complete and accurate. Any changes will promptly be updated in the account, such as email addresses, credit card numbers and expiration dates.

9.7 All customs, taxation and other legal requirements for importing S.G. Distribution’s products into Counterparty’s country of origin are being met.

9.8 If and when one or more of the declarations in the previous clause are not met, this will be considered a material breach of the Agreement as a result of which the Counterparty will not be entitled to any compensation or reimbursement of payments under the Agreement. This applies in addition to all other rights granted to S.G. Distribution under Czech law in cases of material breach of the Agreement.

10. Guarantees

10.1 S.G. Distribution guarantees that goods delivered under the Agreement meet the reasonable requirements of soundness and normal use. Goods that do not meet this standard will be replaced by S.G. Distribution free of charge, unless S.G. Distribution prefers to credit the market value of the goods in question at that time.

10.2 The warranty shall terminate if the Counterparty fails to submit a timely written claim in accordance with article 12 below.

10.3 The Guarantees in this article only apply to purchases made by the Counterparty in the Czech Republic, unless expressly agreed otherwise in writing.

11. Third-party tools

11.1 S.G. Distribution may provide the Counterparty with access to third-party tools via the Website. Counterparty acknowledges and agrees that S.G. Distribution provides access to such tools ”as they are” and “as available” without any warranties, declarations or conditions of any kind and without any endorsement.

11.2 S.G. Distribution shall have no liability whatsoever arising from or relating to the Counterparty’s use of optional third-party tools. Any use by Counterparty of such tools offered through the Website is entirely at risk and discretion of the Counterparty and the Counterparty should ensure that they are familiar with the terms on which these tools are provided by the relevant third-party provider(s).

12. Liability and indemnification

12.1 S.G. Distribution only accepts liability if and insofar as Counterparty proves the damage was caused by gross negligence of S.G. Distribution.

12.2 S.G. Distribution shall at no time be liable for any indirect or consequential damages resulting from the performance of the Agreement, including consequential damage, loss of profit, lost savings, damage due to business interruption, costs arising from an order for legal costs, interest or delay damage.

12.3 Counterparty indemnifies, defends and holds harmless S.G. Distribution, its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees against all claims by third parties with regard to damages suffered due to Counterparty’s execution or breach of the Agreement or violation of rights of any third party. This includes compensation of reasonable attorneys’ fees.

12.4 S.G. Distribution accepts no liability for the possible consequences of not having products in stock.

12.5 Any and all liability of S.G. Distribution for damages in connection with the performance of the Agreement shall be limited to the amount paid out in that specific case under S.G. Distribution’s liability insurance, to be increased by the amount of the applicable deductible which must be borne by S.G. Distribution pursuant to the applicable insurance policy.

12.6 If no amount is paid out under an insurance policy, any and all liability of S.G. Distribution shall be limited to the amount the Counterparty has paid to S.G. Distribution under the Agreement in relation to which the damages have occurred.

12.7 The limitation of liability laid down in this article is also stipulated for the benefit of third parties engaged by S.G. Distribution for the fulfilment of the Agreement.

13. Complaints

13.1 Complaints with regard to goods delivered or an amount of an invoice must be submitted to info@cannalab.eu within 14 days after the date of dispatch of the documents or information about which the Counterparty complains.

13.2 Minor, commercially permissible deviations with regard to quality, colour, weight and the like cannot constitute grounds for complaint.

13.3 If Counterparty has already started processing the goods or has sold the goods on and/or delivered them or put them to use, Counterparty will lose any right to complain.

13.4 Complaints do not suspend any payment obligations.

13.5 S.G. Distribution will assess each complaint individually. In the event of a justified and timely complaint, such to be ascertained by S.G. Distribution, Counterparty will be offered a suiting remedy.

14. Vis Maior

14.1 Vis maior (further referred to as “vis maior”) means any circumstance beyond the control of S.G. Distribution which is of such a nature that compliance with the Agreement cannot reasonably be expected of S.G. Distribution. Vis maior also includes: (health) pandemic, mobilization, war and threat of war, riot, strike, acts of terrorism, demonstrations, lack of personnel, business and transport disruptions of any kind, default by suppliers or suppliers, epidemics, obstacles caused by measures, laws or decisions of international, national or regional governments, fire, explosion, frost, snow, flood, storm damage and other natural disasters, disruptions in the supply of energy, company occupation, entry and implementation obstacles, defects in machinery and all other causes that are or have arisen through no fault of S.G. Distributions or the sphere of risk.

14.2 If S.G. Distribution is unable to fulfil the Agreement in time due to vis maior, S.G. Distribution has the right to perform the Agreement at a later date or to consider the Agreement dissolved, which is at sole discretion of S.G. Distribution. In these or similar cases, S.G. Distribution is entitled to dissolve the Agreement after a reasonable period without any obligation to pay compensation, or to demand that the Agreement be adapted to the circumstances.

15. Default, dissolution, change of control

15.1 Without prejudice to the provisions of the Czech Civil Code, in the event of default, bankruptcy, moratorium, judicial debt rescheduling, liquidation, death or legal guardianship of a 50 % or more shareholding director, legal merger, take over or otherwise change of control within Counterparty, S.G. Distribution also has the right to suspend or dissolve the Agreement in whole or in part, at the sole discretion of S.G. Distribution. In that case, S.G. Distribution is entitled to compensation for all damage suffered.

16. General provisions

16.1 Should one or more articles or provisions of the Agreement or the GTC be declared null and void, the remaining articles and provisions shall be deemed to have been converted into ones that are acceptable, lawful and reasonable. Any nullification or voiding of one provision or article does not affect the validity of the other articles and provisions in the Agreement or these GTC.

16.2 Any general terms and conditions of the Counterparty are explicitly rejected.

17. Applicable law and forum

17.1 Czech law is applicable to the legal relationship between S.G. Distribution and the Counterparty.

17.2 Any dispute between the Counterparty and S.G. Distribution shall be resolved exclusively by the competent courts in the Czech Republic.