Ogólne Warunki Sprzedaży Hurtowej
Wholesale terms and conditions
(hereinafter referred to as “T&Cs” or “Terms and conditions”)
1. General guidelines
1.1. These Terms and conditions regulate the rights and obligations arising from the Purchase Agreement concluded between the Seller Be Lenka s.r.o. with its registered office at Antona Bernoláka 2202/12, 010 01 Žilina, ID No.: 51085291, VAT No.: 2120590197, a company registered in the Commercial Register of the District Court of Žilina, section Sro, insert No. 68526/L (hereinafter referred to as the “Seller”) and the Buyer – the wholesaler, the subject of which is the purchase and sale of goods on the Seller’s e-shop website www.belenka.com (hereinafter referred to as the “E-shop”), through email communication or by telephone communication.
The Seller’s contact details are as follows:
Be Lenka s.r.o. Antona Bernoláka 2202/12
010 01 Žilina
Contact number: +421 948 191 469
Account number - IBAN: SK7483300000002001293158 for payments in EUR
Please do not pay for the ordered Goods until you have received payment details in your email.
1.2. The Terms and conditions are an integral part of the purchase agreement. If the Seller and the Buyer conclude a written Purchase Agreement in which they agree on conditions that are different from the Terms and conditions, the provisions of the Purchase Agreement shall prevail over the Terms and conditions.
1.3. Definition of certain terms:
E-shop – a computer system located on the Internet network at www.belenka.com, www.belenka.sk or www.belenka.cz with public access, which allows ordering of Goods. A registration form is available for the Buyer on the E-shop page, through which it is possible to issue and send an order to the Seller.
Buyer – a natural person, a wholesaler, or a legal entity who has concluded a Purchase Agreement with the Seller for the purpose of selling the Goods to the final consumer. The Purchase Agreement is considered concluded when the written confirmation of receipt of the Order has been sent.
Parties – jointly the Seller and the Buyer
Goods – products that are in the current offer of the E-shop. The term “Goods” refers to “new goods”, “used goods” and “make-to-order goods”, unless stated otherwise.
New goods – Goods that have not been used and are in the original manufacturer’s packaging together with all the accessories.
Used goods – Goods that are suitable for further use, in unchanged condition or after repair.
Make-to-order goods – Goods made to the Buyer’s specific requirements and manufactured by the Seller.
Purchase price – the total price of the Goods, which includes the price of the Goods and the cost of delivery.
2. Electronic order and conclusion of the Purchase Agreement
2.1. An electronic order for the purpose of delivery of Goods is understood to be sent by:
2.1.1. an electronic form containing information about the Buyer, a list of the ordered Goods from the E-shop’s offer with information about the size, pattern, or accessories on baby carriers/jackets/sweatshirts, the Purchase price of the Goods and the costs of delivery, the method of payment and delivery processed by the E-shop’s system.
The Buyer registers in the E-shop to complete the electronic form.
After registration, the Seller informs the Buyer about the creation of a personal account, with which the Buyer will log in to the E-shop when ordering Goods using the assigned login data. Through this account, orders will be made, discounts and other benefits for the Buyer will be recorded. The Seller recommends that the login data are written down and kept for future purchases. For each subsequent purchase, just log in using the login details. At the same time, it is in the interest of the Buyer to protect their login details, as providing them to another person may mean that this person is acting on behalf of the Buyer in the E-shop. By submitting the order, the Buyer confirms that they have been informed by the Seller about the characteristics of the goods, the Purchase price and other costs, as well as about the fact that they are obliged to pay this specific amount of the Purchase price to the Seller and that they have chosen a satisfactory method of payment of the Purchase price from the options offered by the Seller. After the order is placed, it will be registered in the Seller’s internal system, of which the Buyer will be informed by e-mail notification about the acceptance of the order. By sending the confirmation of acceptance of the order to the Buyer, the contract for the purchase of goods is considered concluded (hereinafter referred to as the “Purchase Agreement”).
The E-shop enables the Buyer to access information on the status of their order (registration, acceptance, payment, dispatch…) after authorization with their login details.
By sending the order, the Buyer confirms that they have read these T&Cs and agree with them in their entirety. The Seller reserves the right to change these T&Cs without prior notice.
2.1.2. e-mail to the Seller’s address indicated in the contact details of the E-shop. In case of unavailability of electronic connection, the Buyer can order Goods by telephone. Confirmation of the order and information related to the order processing will then be carried out electronically, usually in the form of a confirmation email. By sending the order confirmation to the Buyer, the Purchase Agreement is considered concluded.
2.1.3. an electronic form – the so-called pre-order form, which is also located in the customer’s personal account in the E-shop.
2.2. An electronic order for the purpose of delivery of make-to-order Goods is understood to be sent by:
2.2.1. e-mail sent to the Seller’s address by the Buyer. In the event that it is a made-to-order production and not a delivery of the standard Goods offered, the Seller and the Buyer enter into a Purchase Agreement with the specification of the made-to-order Goods, agree on the terms of manufacture, purchase price, delivery dates and delivery.
2.3. The validity of the electronic order is subject to the true and complete completion of all required data – the exact name of the ordered Goods (or the numerical labels of the Goods), the number of goods, the chosen method of payment and delivery and the contact details of the Buyer (name, ID number, place of business/registered office, or address for delivery, telephone number, e-mail address). The buyer is obliged to prove that they are a wholesaler by entering a valid ID number in the order.
2.4. The Seller allows the Buyer, who has an activated personal account, the possibility of pre-ordering the Goods that will be put in the sale via the E-shop through marketing campaigns or put in the sale as a novelty in the assortment. The Buyer will be informed about the marketing campaign via email communication, where the terms and conditions for pre-ordering the Goods will be specified.
2.5. By entering into the Purchase Agreement, the Buyer declares and undertakes that
- in further trading of the Goods, they will not use trademarks, unregistered markings, designs, specific design elements (e. g. the colour and layout of the Seller’s E-shop or the Seller’s social media accounts) industrial designs or other distinctive intangible assets of the Seller, for their own purposes or for the purposes of 3rd parties, without the prior written consent of the Seller
- the Seller’s consent granted in accordance with the previous paragraph may be revoked at any time and without compensation, even without giving any reason
- at the request of the Seller, they will refrain from actions contrary to this regulation which may even have only a potential to be of competitive nature to the Seller’s business
3. Price conditions
3.1. When ordering Goods, the Purchase price published as the price of the Goods shall apply to the Goods. The selling prices in E-shop are quoted in Euros. The price of the Goods does not include delivery costs or the prices applicable to made-to-order Goods. Delivery costs will be added to the price of the Goods in the amount corresponding to the prices quoted for each type of shipping of the Goods in the E-shop or according to the price list from the delivery company (in case of ordering the Goods by email or by telephone).
3.2. Promotional prices, prices applicable to the launch of new products (valid for pre-orders) and any other discounts apply during the time in which the promotion lasts, and subject to the conditions set out for each promotion or discount separately. Different promotions and discounts cannot be combined unless expressly stated otherwise.
3.3. In the case of delivery of the Goods abroad, the Seller is not responsible for the payment of customs duties, fees and taxes levied in connection with the importation of the Goods from Slovak Republic. Such costs are borne solely by the Buyer.
4. Method of payment
4.1. Unless the Parties agree otherwise, the Buyer shall, upon confirmation of receipt of the order and receipt of the necessary data by e-mail sent by the Seller, transfer the Purchase price for the ordered Goods to the bank account held with Fio Bank, IBAN: SK7483300000002001293158 for payments in EUR. The variable symbol of the payment will be the invoice number or the advance invoice number in the case of made-to-order Goods. The name of the company to which the Goods are ordered will be stated in the note for the recipient of the e-mail. In this regard, the Seller points out that the indication of the correct variable symbol helps to speed up the processing of the order, otherwise it is difficult to match the order with the payment made. The order will be processed only after the total amount of the Purchase price has been credited to the Seller’s account within the due date specified in point 5 of the T&Cs. In the event that the Seller is unable to deliver the Goods for reasons unforeseeable and not attributable to the Seller (e. g. due to unavailability of materials, unsatisfactory quality of materials from suppliers, lack of capacity at the suppliers, etc.), the payment shall be refunded to the Buyer’s bank account in the full amount. If the Buyer does not accept the delivery of the ordered Goods, the payment becomes non-refundable.
4.2. In the case of payment of the Purchase price through the Pay Pal payment gateway, a payment processing fee of 3.5% of the invoiced amount will be charged.
5. Delivery terms
5.1. Deliveries of the ordered Goods are processed within the shortest possible time depending on the availability of the Goods and the Seller’s operational capabilities. All Goods listed as in stock will be sent by the Seller within 48 hours after crediting the total amount of the Purchase price to the bank account of the Seller unless the Parties agree otherwise. When delivering made-to-order Goods, the Goods will be delivered in accordance with the information from the Seller about the possibilities of delivery of the made-to-order Goods and after crediting the total amount of the Purchase price to the Seller’s bank account. In justified cases, the Seller is entitled to extend the time for delivery of the Goods, even repeatedly.
5.2. In the case of delivery of made-to-order Goods, these are handled within an agreed period or within up to 6 weeks from the conclusion of the Purchase Agreement and crediting the total amount of the Purchase price to the bank account of the Seller. This delivery period commences upon fulfilment of all the preceding conditions. The Seller is entitled to extend the deadline for delivery of such Goods in justified cases, even repeatedly.
5.3. If there are several Goods in an electronic order and some of them are not in stock, the Seller informs the Buyer about this, while also informing them about the possibility of partial shipment and the delivery costs.
5.4. The Goods are delivered using 3rd party deliveries to the address specified by the Buyer in the order, and the Buyer is obliged to accept the delivery of the Goods at this address.
5.5. The invoice is delivered to the Buyer electronically via the email address provided by the Buyer. The invoice also serves as a warranty certificate.
5.6. The Goods can also be picked up in person at the Seller’s premises by mutual agreement. Upon collecting the Goods in person, the Buyer shall confirm the correctness and completeness of the delivered Goods by their signature on the delivery note or invoice.
5.7. The Goods shall be delivered to the territory of Slovak Republic, Czech Republic, or the territory of another country by mutual agreement.
5.8. Ownership of the Goods and the risk of damage to the Goods are transferred to the Buyer upon their acceptance of the Goods or by handing the Goods over to the first delivery person.
5.9. Upon accepting the delivery of the Goods, the Buyer shall check the integrity of the packaging and, if applicable, immediately notify the delivery person of any defects and make a record of the defects found.
In the event that the Buyer receives Goods they did not order, the Buyer is obliged to contact the Seller immediately, no later than within 24 hours by e-mail or telephone. In the event that the Goods have been delivered in a damaged state or show obvious defects, the Buyer is obliged to contact the Seller immediately, no later than within 24 hours by e-mail or telephone. In case of damage to the Goods, the Buyer is obliged to make a record of the extent and nature of the damage to the Goods, the correctness of which shall be confirmed by the delivery person. On the basis of such record delivered to the Seller, the Seller can subsequently provide removal of the defect on the damaged Goods, a discount on the Goods or, in case of irreparable defects, to deliver new Goods to the Buyer.
6. Delivery costs
6.1. The cost of postage depends on the chosen method and place of delivery and the method of payment. It is determined individually on the basis of a written agreement (by e-mail) between the Buyer and the Seller.
6.2. No postage is charged for collection in person.
7. Withdrawal from the Purchase Agreement
7.1. The Seller has the right to withdraw from the Purchase Agreement in the following cases:
a. if the Purchase Agreement cannot be fulfilled due to reasons on the Buyer’s side (incorrect contact details, the Buyer does not communicate with the Seller, the Buyer has not paid the agreed payment on time, the Buyer has violated these T&Cs in any way, etc.),
b. in the event that the Buyer has not accepted the delivery of the Goods within five working days from the day on which they were obliged to accept the delivery of the Goods,
c. in the event that the ordered Goods are out of stock, the need to divide the order or the impossibility to deliver the Goods properly and on time,
d. in the event that the ordered Goods are no longer manufactured or delivered or the price of the supplier of the Goods has changed significantly and for the reasons stated above, the Seller is no longer able to deliver the Goods to the Buyer or to deliver them at the price stated in the E-shop,
e. in the event that the Buyer has not accepted the ordered Goods in the past already or has otherwise violated these Terms and conditions or is indebted to the Seller,
f. if the Buyer repeatedly changes their requirements during the manufacturing process of their selected made-to-order Goods,
g. in the case the Buyer is insolvent.
7.2. In the event that the Buyer has paid the Seller the Purchase price or a part of it before the expiry of the Purchase Agreement due to the withdrawal from the Purchase Agreement by the Seller, the Seller will return the already paid Purchase price or the part of it within 14 days from the expiry of the Purchase Agreement by transfer to the Buyer’s bank account, unless the Parties agree otherwise.
7.3. The Buyer is entitled to withdraw from the Purchase Agreement in accordance with the valid provisions of Act No. 513/1991 Coll., Commercial Code, as amended. The Buyer is not entitled to withdraw from the Purchase Agreement, the subject of which is the sale of made-to-order Goods.
7.4. The Buyer may exercise the right to withdraw from the Purchase Agreement with the Seller in written form or send the withdrawal by e-mail to the Seller’s e-mail address indicated in the contact details. The withdrawal from the Purchase Agreement must be accompanied by a proof of purchase (invoice). In the withdrawal from the Purchase Agreement, it is necessary to indicate the order number, the date when it was placed, or the list or ordered Goods, the date when the Goods were delivered, the identification of the Buyer who concluded the Purchase Agreement. The Purchase Price will be refunded to the Buyer to the bank account which was previously used to pay for the Goods.
7.5. The Buyer is obliged to send the Goods back to the Seller to the address Be Lenka s.r.o., Martina Rázusa 1133/9, 010 01 Žilina, or to hand over the goods to the Seller in person at the Seller’s premises by prior agreement, no later than within 3 calendar days from the date of withdrawal from the Purchase Agreement. The costs of returning the Goods (postage) are borne by the Buyer. The time limit as mentioned in the previous sentence is considered to be met if the Goods have been handed over for transport or directly to the Seller no later than on the last day of the time limit. As the Seller is not liable for any loss of the Goods in transit, it is recommended to send the Goods by registered insured delivery or by a selected courier company. Goods sent by cash on delivery are not accepted by the Seller.
7.6. The Seller is obliged to return to the Buyer all payments received from the Buyer in connection with the Purchase Agreement no later than 7 calendar days from the date of redelivery of the Goods. The refund will be made in the same way that the Buyer used when paying to the Seller.
7.7. In the event that the Buyer withdraws from the Purchase Agreement in accordance with point 7.3 of these Terms and conditions and delivers to the Seller Goods which are used, damaged, washed out, incomplete or not in their original packaging with all accessories and a warranty certificate, if it was accompanying the Goods, the Seller is not obliged to refund to the Buyer any payments received under the Purchase Agreement. In this case, the Goods will be sent back to the Buyer at the Buyer’s address.
7.8. The Buyer’s right to withdraw from the Purchase Agreement expires if the Buyer does not exercise it within the time limit and in the manner specified in the previous points of these Terms and conditions, if the Buyer does not submit the original purchase statement (invoice) or if the Buyer violates their obligation to send the Goods back to the Seller within 3 calendar days from the date of withdrawal from the Purchase Agreement according to point 7.7 of these Terms and conditions.
7.9. When returning the Goods, we recommend that the Buyer sends the package by a courier and with shipment insurance. If the Buyer does not have a proof of sending the Goods back, the Seller is not obliged to compensate the Buyer for the Goods.
8. Liability for defects
8.1. The Seller is responsible for defects in the Goods upon receipt by the Buyer and for any defects occurring in the Goods during the warranty period. In the case of used Goods, the Seller is not liable for defects arising from use or wear. In the case of Goods sold at a lower price, the Seller is not responsible for the defects for which a lower Purchase price has been agreed.
8.2. Warranty period for ordered and properly paid for or accepted Goods is 12 months. The warranty period runs from the date of acceptance of the Goods by the Buyer or another authorized person, or the handover to the first carrier. The Buyer is obliged to report defects in the Goods to the Seller without delay. The day of delivery of the Goods to the Seller is considered the day of application of the complaint. The Buyer pays the postage costs when sending the Goods for a claim.
8.3. By submitting an order to the Seller, the Buyer confirms that they have been properly informed of the terms and conditions and the method of submitting a complaint, including information on where the complaint can be made, regardless of whether the order was placed via the E-shop, by email or by telephone.
8.4. The Buyer has the right to claim a warranty from the Seller only for Goods that show defects caused by the manufacturer, supplier or Seller, are covered by the warranty and were purchased from the Seller. The Buyer is obliged to make a complaint in writing without undue delay after receipt of the Goods for any apparent defects in the type and/or quantity and/or apparently reduced quality (e.g., for defects for different colouring) of the Goods, otherwise this right shall expire. Later complaints about obvious defects in the delivered Goods will not be taken into account and will not be accepted by the Seller.
8.5. If the Goods are defective, the Buyer has the right to make a complaint by filling out a claim form through the electronic system, which will register the claim at the Seller’s claims department. Subsequently, the Buyer delivers the Goods together with the accessories to the Seller’s premises at the Buyer’s own expense. Goods sent by cash on delivery will not be accepted by the Seller. The Buyer is obliged to hand over the claimed Goods to the Seller, including all the components, in a hygienic condition allowing safe handling of the Goods by other persons. Otherwise, the Seller is entitled to reject the claim for the Goods.
8.6. The Seller will issue the Buyer with a confirmation of the claim of the Goods in a suitable form chosen by the Seller, e.g., in the form of an e-mail or in writing.
8.7. The Buyer is not entitled to claim warranty for defects of which the Seller informed the Buyer at the time of the conclusion of the Purchase Agreement or of which, regarding the circumstances under which the Purchase Agreement was concluded, the Buyer must have known.
8.8. The Buyer’s right to make a complaint to the Seller expires by:
- failure to present the invoice or accessories of the Goods,
- failure to report obvious defects on acceptance of the Goods,
- failure to make a claim without undue delay after discovering a defect in the Goods,
- the expiry of the warranty period of the Goods,
- mechanical damage to the Goods caused by the Buyer,
- damage to the Goods in transit in the event that the Buyer violates their obligation stated in point 5.9 of these Terms and conditions,
- damage to the Goods by unavoidable or unforeseeable events,
- damage to the Goods by accidental destruction and accidental deterioration or another force majeure,
- damage to the Goods caused by normal wear and tear, improper handling of the Goods, incorrect or inappropriate use, improper storage, care, washing or drying, exposure to atypical conditions.
8.9. The warranty does not apply to damage to the Goods caused by, among other things, in particular:
- normal wear and tear,
- dirtying of the Goods or their parts,
- neglect of care of the Goods,
- using the Goods in conditions that do not correspond to the temperature, dustiness, humidity chemical and mechanical effects of the environment in which the Goods are normally used
- tampering with the Goods by an unauthorized person (unprofessional repairs or modifications), when using the Goods in violation of the instructions, technical standards, other documentation of the Goods or the purpose for which the Goods are intended
- mechanical damage, especially torn, cut, thermally damaged Goods, Goods damaged by careless disproportionate physical handling, intentional scratching of the layers of the Goods, etc.
- after the expiry of the warranty period
8.10. The Seller is obliged to process the complaint and end the complaint procedure by handing over the repaired Goods, exchanging the Goods, returning the Purchase price of the Goods, giving a written final response, paying an appropriate discount on the price of the Goods or by justifying the rejection of the complaint of the Goods.
8.11. The handling of a complaint applies only to the defects set out in the description of the defects when the claim is made. In the event of a justified and acknowledged claim, the Seller shall propose to the Buyer an appropriate method of resolution within the framework of the business relation between the Parties.
8.12. The Buyer is not entitled to assert any claims from responsibility for defects in the Goods by setting them off against the Seller’s claim to payment of the Purchase price or other fulfilment under the concluded Purchase Agreement.
8.13. If the Goods are sold at a lower price or Used goods have a defect for which the Seller is liable, the Buyer is entitled to a reasonable discount instead of the right to exchange.
8.14. The Seller reserves the right to exchange the defective Goods for other similar Goods with comparable parameters. If the Goods are replaced, the warranty period shall commence again from the date of receipt of the new Goods.
8.15. The 30-day time limit under the Consumer Protection Act does not apply to the processing of the Buyer’s complaint. In this case, the deadline for processing is not set by the law, but the Seller undertakes to process it within 60 days.
8.16. The warranty period is extended by the period during which the Buyer could not use the goods due to warranty repair of the goods.
9. Further arrangements
9.1. The Buyer is obliged to handle the Goods with professional care so that they are not damaged, destroyed or reduced in quality during their storage or transport.
9.2. The Buyer is also obliged to carry out the sale of the Goods with the same support and care they provide for the sale of goods of other manufacturers or suppliers.
9.3. By placing an order, the Buyer agrees not to add to, alter, obscure, remove or otherwise interfere with any marking of the Goods in the conduct of their business.
9.4. The Buyer is obliged to maintain confidentiality about all facts related to mutual business relations, especially, but not exclusively to the Seller’s manufacturing process or pricing policy. Such facts are considered confidential. Confidential information about the Seller’s business is to be held in strict confidence and secrecy and is not to be passed on to any other person or entity, except with the prior written consent of the Seller to such disclosure. At the same time, the Buyer also acknowledges that some of this information may be the subject of trade secrets protected by the relevant provisions of the Civil Code. For violation of this provision, the Seller may demand payment of a contract penalty of EUR 5,000.
10. Final regulations
10.1. The Seller reserves the right to change these Terms and conditions. The obligation to notify in writing of a change in these Terms and conditions is fulfilled by placing the updated Terms and conditions on the E-shop.
10.2. The Buyer declares that they have familiarized themselves with these Terms and conditions before completing the order and that they agree with them.
10.3. The Parties shall try to resolve all disputes out of court in order to maintain good business relations. In the event that this does not happen, the Parties agree that all disputes that arise between them from legal relations arising from these T&Cs or the Purchase Agreement or related to these T&Cs or the Purchase Agreement, including disputes concerning the validity, interpretation and termination, as well as disputes that arise from other legal relations that arose before the conclusion of the Purchase Agreement will be resolved before the General Arbitration Court of the Slovak Republic, Dunajská 8, 811 08 Bratislava (hereinafter referred to as the “arbitration court”) by a single arbitrator in accordance with the internal rules of the arbitration court. The arbitrator shall be appointed by the arbitration court.
The decision of the arbitration court will be final and binding on the Parties. The Parties have expressly agreed on the possibility of a court in accordance with section § 22a par. 1 of Act no. 244/2002 Coll., on arbitration proceedings.
10.4. Relations not regulated by these Terms and conditions are subject to the applicable legislation of the Slovak Republic, in particular the relevant provisions of the Commercial Code. Parties agree that any disputes arising between them shall be governed by the law of the Slovak Republic, regardless of whether the rights in question are contractual or non-contractual.
10.5. These Terms and conditions become valid and effective on the date of their publication on the E-shop.
January 18, 2023, in Žilina