TERMS AND CONDITIONS

1.1. These terms and conditions (hereinafter referred to as the “Terms and Conditions”) of UMARUTTI s.r.o., with its registered office at Kozí 916/5, Staré Město, 110 00 Prague 1, Company ID No.: 41690885, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 3999 (hereinafter referred to as the “Seller”), govern, in accordance with Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”), the mutual rights and obligations of the contracting parties arising from and in connection with a purchase agreement regarding the sale of goods (hereinafter referred to as the “Purchase Agreement”) concluded between the Seller and a legal entity or a natural person who, when ordering goods, acts within the scope of its business activity or within the scope of its independent professional practice (hereinafter referred to as the “Buyer”). These Terms and Conditions apply to all wholesale sales of goods by the Seller, including, but not limited to, sales made through the AreteApp portal (operated on the domains AreteApp.cz, areteapp.eu and other domains operated by the Seller), as well as to sales initiated or confirmed by other means of communication. The AreteApp portal is a wholesale portal intended solely for companies or sole traders operating in the field of jewellery manufacturing or sales.

1.2. These Terms and Conditions do not apply to cases where the person intending to purchase goods from the Seller is a consumer within the meaning of Section 419 of the Civil Code. The Buyer expressly declares that it purchases the goods within the scope of its business activity and not as a consumer. Legal relationships between the Seller and consumers are governed by separate contractual arrangements and the relevant consumer protection legislation.

1.3. Deviations from the Terms and Conditions may be agreed in the Purchase Agreement only if the Purchase Agreement is concluded in written form. Deviating arrangements in a Purchase Agreement concluded in written form shall prevail over the provisions of the Terms and Conditions. The provisions of the Terms and Conditions form an integral part of the Purchase Agreement.

1.4. The Seller may amend or supplement the wording of the Terms and Conditions. This shall not affect the rights and obligations of the contracting parties arising during the period of effectiveness of the previous wording of the terms and conditions.

1.5. Should any provision of these Terms and Conditions or the Purchase Agreement become invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining provisions. The contracting parties undertake to replace such invalid, ineffective or unenforceable provision with a new provision that most closely corresponds to the originally intended purpose.

2.1. The Seller focuses on the sale of cut natural diamonds and also offers for sale laboratory-created diamonds, jewellery, products made of precious metals and precious stones (such as rubies, sapphires and emeralds) and other goods (hereinafter referred to as the “Goods”).

2.2. The Seller’s offer is also accessible through the web application located at https://AreteApp.cz, https://areteapp.eu and other domains operated by the Seller, specifically through the web interface of this application (hereinafter referred to as the “Web Interface”). The provisions of Section 1732(2) of the Civil Code shall not apply, and the information provided in the Web Interface does not constitute an offer to conclude a Purchase Agreement unless expressly stated otherwise.

2.3. Any presentation of the Goods placed in the Store’s Web Interface is for informational purposes only and the Seller is not obliged to conclude a Purchase Agreement regarding such Goods.

2.4. If the Seller prepares a specific offer for the Buyer based on the Buyer’s inquiry (hereinafter the “Specific Offer”), the Specific Offer may also be prepared by the Seller in US dollars (USD) or in EURO currency (see Art. 6.1). The Specific Offer is not the Seller’s proposal to conclude an agreement unless it is expressly designated as binding. The procedure for concluding the Purchase Agreement is governed by Art. 4 of these Terms and Conditions.

2.5. The Buyer acknowledges and agrees that the prices of the Goods displayed within the Store’s Web Interface change continuously, in particular depending on the current availability of the Goods, the market situation, and the current exchange rate of the Czech crown against other currencies.

2.6. Unless expressly stated otherwise, the prices of the Goods are stated by the Seller excluding value added tax (VAT) and excluding costs related to the delivery of the Goods.

2.7. If a diamond has been treated or processed in order to change or enhance its color by methods other than generally recognized cutting procedures, this fact is stated by the Seller in the offer of such diamond for sale.

3.1. Access to the User Account on the AreteApp portal (hereinafter the “User Account”) and the use of the services of the Web Interface, including any Diamond Studio whitelabel platform (hereinafter collectively the “Platforms”), are governed by these Terms and Conditions and by a separate document “Terms of Use of the AreteApp and Diamond Studio Platform” (hereinafter the “Platform Terms of Use”). The Buyer is obliged to familiarize itself with the Platform Terms of Use and, by approving them upon registration or first login, expresses its consent to their wording. The Platform Terms of Use are available on the Web Interface. In the event of a conflict between these Terms and Conditions and the Platform Terms of Use in matters relating exclusively to the use of the Platforms, the Platform Terms of Use shall prevail.

3.2. The Platform Terms of Use further specify in particular:

• a) the scope and limits of the services provided and any guarantees related to the functionality and availability of the Platforms;
• b) the rights and obligations of the Seller as the operator of the Platforms and the Buyer as their user;
• c) the rules and conditions for using the Platforms, the breach of which may lead to temporary restriction or permanent unilateral termination of the Buyer’s access to the Platforms by the Seller;
• d) the fact that access to and use of the Platforms is not an entitlement, is provided free of charge (unless expressly stated otherwise for specific premium services), and the Seller reserves the right, at its discretion, not to allow registration or use of the Platforms to any interested party, or to restrict or cancel access at any time in accordance with the Platform Terms of Use.

3.3. Independently of the Platform Terms of Use, for the purposes of these Terms and Conditions and the conclusion of Purchase Agreements, the following shall apply:

• a) When registering the User Account and during any further use of the Platforms for the purpose of ordering Goods, the Buyer is obliged to provide correctly, completely and truthfully all required information. The Buyer is obliged to update the information stated in the User Account without undue delay upon any change. The information provided by the Buyer is considered correct by the Seller.
• b) Access to the User Account is secured by a username and password. The Buyer is obliged to maintain confidentiality regarding the information necessary to access its User Account and to protect it against misuse by third parties.
• c) The Buyer is not entitled to allow unauthorized third parties to use the User Account. The Buyer is responsible for any orders or other actions made through the Buyer’s User Account as if it had made them itself. The Buyer is fully responsible for all Orders made through its User Account, even if it has delegated access to the User Account to its employees or other authorized persons. The Buyer is obliged to ensure that all persons acting on its behalf through the User Account are familiar with these Terms and Conditions, the Platform Terms of Use, and undertake to comply with them.

3.4. The Buyer acknowledges that the availability of the Platforms may not be continuous, in particular with regard to necessary maintenance of the Seller’s or third parties’ hardware and software equipment, or due to force majeure. Details of planned maintenance and any limitations of availability are, where possible, stated in the Platform Terms of Use or announced on the Web Interface.

3.5. The Seller reserves the right to cancel the Buyer’s User Account under the conditions and in the manner set out in the Platform Terms of Use, in particular if the Buyer breaches these Terms and Conditions, the Platform Terms of Use, or if the User Account is not used for a period longer than 24 months, or if the registered entity is not an active customer of Umarutti s.r.o. (i.e., has not made any purchase of Goods through the Platforms or in another manner agreed with the Seller in the last 60 days), or if the Buyer has not provided the necessary documents and information to fulfill the Seller’s obligations arising from the AML Act (Art. 14) even after the Seller’s request.

4.1. The Buyer makes a proposal to conclude a Purchase Agreement (hereinafter the “Order”) in one of the following ways:

• 4.1.1. by submitting the Order via the Web Interface of the AreteApp portal (i.e., by completing and submitting the order form);
• 4.1.2. by sending the Order by e-mail to the Seller’s contact e-mail address;
• 4.1.3. via third-party communication applications (e.g., WhatsApp, Messenger), if this method of communication is accepted by the Seller;
• 4.1.4. by telephone, provided that such Order must subsequently be confirmed by the Buyer in writing (e.g., by e-mail or via the Web Interface), unless the parties agree otherwise.

4.2. By submitting an Order via the Web Interface of the AreteApp portal, the Buyer confirms that it has familiarized itself with these Terms and Conditions, that it agrees with them, and that the Order is binding and obliges the Buyer to accept the ordered goods and to pay the purchase price. The Buyer acknowledges that submitting an order via the web interface gives rise to an obligation to pay.

4.3. The Buyer is responsible for the accuracy, completeness and truthfulness of all information stated in the Order. The information stated in the Order is considered correct by the Seller.

4.4. Depending on the nature of the order (quantity of goods, amount of the purchase price, expected shipping costs), the Seller is always entitled to request additional confirmation of the order from the Buyer (for example, in writing by e-mail), to request provision of security for payment of the purchase price of the goods, or to request payment of an advance on the price of the goods and reimbursement of related costs (shipping, packaging).

4.5. The Buyer acknowledges and agrees that, in some cases, the availability of a specific item of Goods and its price must be verified by the Seller with a third party (supplier). The Seller reserves the right not to confirm the order or to withdraw from the purchase contract if the goods are not available under the conditions stated in the Order or the Web interface, or if the circumstances under which the Goods were offered have materially changed.

4.6. The contractual relationship arising from the Purchase Contract between the Seller and the Buyer is formed at one of the following moments, depending on which occurs first, whereby the Order is accepted (accepted) by the Seller:

• 4.6.1. in the case of an Order made via the Web interface, at the moment of delivery of an automatic or individual confirmation of acceptance of the Order by the Seller to the Buyer’s electronic address stated in the User account or in the Order (hereinafter the "Order Confirmation"), unless this Order Confirmation expressly states otherwise (e.g., that it is only a confirmation of registration of an inquiry and the Purchase Contract will be formed only upon subsequent explicit acceptance of the Order by the Seller);
• 4.6.2. in the case of an Order made in another manner (e-mail, communication application, by phone with subsequent confirmation), upon delivery of the Seller’s explicit acceptance of the Order (acceptance) to the Buyer, usually by e-mail to the Buyer’s e-mail address (also the "Order Confirmation");
• 4.6.3. by issuance of an advance invoice or tax document (invoice) by the Seller for the given Order and its delivery to the Buyer;
• 4.6.4. by the Seller’s actual legal act consisting in dispatching or delivering the ordered Goods to the Buyer, or by other action by the Seller from which its intention to accept and perform the Order is evident.

4.7. The Buyer is obliged to ensure that all persons who place Orders on its behalf (including employees and other authorized persons to whom the Buyer has delegated the ability to place orders in the AreteApp application or otherwise) are duly informed that by submitting an Order, in particular via the Web interface of the AreteApp portal, they make a binding offer to conclude a Purchase Contract with an obligation to pay. The Buyer is fully responsible for all Orders made on its behalf by such persons.

4.8. The Purchase Contract may also be concluded in written form signed by both contracting parties. In such case, the provisions of the written Purchase Contract shall prevail over these Terms and Conditions.

5.1. Under the Purchase Contract, the Seller undertakes to deliver to the Buyer the Goods specified in the Purchase Contract (or in the Order Confirmation, invoice or other document confirming acceptance of the Order) and to transfer ownership title to the Goods to the Buyer, while the Buyer undertakes under the Purchase Contract to accept the Goods and to pay the Seller the purchase price of the Goods and the costs associated with delivery of the Goods.

6.1. The price of the Goods is set out in the Purchase Contract (or in the Order Confirmation, invoice or other document confirming acceptance of the Order). If the price of the Goods in the Purchase Contract is expressed in a currency other than the Czech koruna (e.g., EUR, USD):

• 6.1.1. the exchange rate agreed in the Purchase Contract shall be used to convert such currency into Czech koruna.
• 6.1.2. If no exchange rate is agreed in the Purchase Contract, the foreign exchange rate (sell) offered by the Seller’s bank as of the date of issuance of the tax document (invoice) for the given Purchase Contract shall be used.
• 6.1.3. If a maturity period for payment of the purchase price longer than one (1) day is agreed and no exchange rate is agreed, the Seller may require the Buyer to pay the purchase price in the currency agreed in the Purchase Contract, or may use, for conversion of such currency into Czech koruna, the foreign exchange rate (sell) offered by the Seller’s bank at the moment of payment of such purchase price.
• 6.1.4. If the Purchase Contract was concluded on the basis of a Specific Offer, the purchase price may be paid by the Buyer in the currency in which the purchase price is agreed in the contract.

6.2. If, between the date of conclusion of the Purchase Contract (i.e., the date of acceptance of the Order pursuant to Art. 4.6) and the date on which the full purchase price is credited to the Seller’s account, the EUR/CZK or USD/CZK exchange rate (depending on the transaction currency) changes by more than ± 3% compared to the exchange rate valid on the date of conclusion of the Purchase Contract (according to the CNB middle exchange rate for the relevant currency as of the date of conclusion of the Purchase Contract), the Seller is entitled to unilaterally update the purchase price ("re-quote") so that it corresponds to the original value in the foreign currency. The Seller shall promptly inform the Buyer of this fact and request confirmation of the new price. The Buyer is obliged to confirm the new price within two (2) hours of receiving the request; otherwise, it shall be deemed that the Buyer has withdrawn from the Purchase Contract. This provision shall apply only if payment is not made in the currency in which the price was originally set (EUR or USD).

6.3. The Buyer may pay the price of the Goods and any costs associated with delivery of the Goods under the Purchase Contract in the following ways, unless otherwise agreed in the Purchase Contract:

• 6.3.1. by cashless transfer to the Seller’s account specified in Annex No. 1 to these Terms and Conditions or on the invoice (hereinafter the "Seller’s Account") prior to dispatch of the Goods (advance payment), unless agreed otherwise;
• 6.3.2. if agreed in the Purchase Contract, the Buyer may also pay the price of the Goods by cashless transfer to the Seller’s Account on the basis of a tax document - invoice, with the due date for payment of the price of the Goods stated in such document or in the Purchase Contract;
• 6.3.3. in cash at the Seller’s premises, but only in accordance with applicable legal regulations on restrictions on cash payments;
• 6.3.4. in cash on delivery at the place designated by the Buyer, provided that such place is located within the territory of the Czech Republic and this method of payment was offered by the Seller and chosen by the Buyer;
• 6.3.5. by online payment card, if this option is offered by the Seller. In the case of card payment, the Seller reserves the right to charge the Buyer a fee corresponding to the actual costs incurred by the Seller in connection with processing this payment by its payment services provider. The Buyer will be informed of the amount of this fee before completing the payment. Bank transfer payments are free of charge on the Seller’s side.

6.4. Unless otherwise stipulated, the Buyer is obliged, together with the price of the Goods, to pay the Seller also the costs associated with the delivery of the Goods (e.g., shipping, packaging). Unless expressly stated otherwise, the provisions concerning the method of payment and the due date of the price of the Goods shall also apply to the method of payment and the due date of the costs associated with the delivery of the Goods.

6.5. The Seller is a VAT payer. Therefore, in cases stipulated by generally binding legal regulations and in accordance with such legal regulations, VAT at the statutory rate will be added to the price of the Goods.

6.6. In the case of any cashless payment, the Buyer is obliged to pay the price of the Goods or an advance payment towards the price of the Goods together with stating the payment reference number (variable symbol) communicated to the Buyer by the Seller. In the case of any cashless payment, the Buyer’s obligation to pay the price of the Goods or an advance payment towards the price of the Goods is fulfilled at the moment the relevant amount is credited to the Seller’s Account.

6.7. The Seller is entitled at any time to request payment of even a part of the price of the Goods (e.g., for part of the Goods) or payment of a reasonable advance towards the price of the Goods, including prior to the commencement of performance.

6.8. In the event of the Buyer’s delay in paying any payment or any part thereof, the Seller shall be entitled to default interest in the amount of 0.05% of the outstanding amount for each day of delay, however not exceeding the amount stipulated by legal regulations (e.g., Government Regulation No. 351/2013 Coll.). The agreed default interest is not contrary to Section 1971 of the Civil Code. In the event of the Buyer’s delay in paying the price of the Goods, an advance towards the price of the Goods, or other payments under the Purchase Agreement, the Seller is entitled to withdraw from the Purchase Agreement and/or suspend performance of any of its obligations towards the Buyer under this or other Purchase Agreements, until all due obligations of the Buyer have been paid in full. This shall not affect the Seller’s right to compensation for damages. In addition to default interest, the Seller is entitled to reimbursement of costs associated with the enforcement of each receivable in the minimum statutory amount stipulated by the relevant legal regulation.

6.9. If the funds provided by the Buyer are not sufficient to cover all due receivables of the Seller against the Buyer, the Buyer’s payments shall be applied to settle the Seller’s receivables against the Buyer in the following order: costs associated with debt recovery, default interest, other accessories of the receivable, principal of the debt with the oldest due date.

6.10. Receivables against the Seller may be unilaterally set off against the price of the Goods only if they are due receivables acknowledged by the Seller in writing as to their grounds and amount, or receivables of the Buyer awarded by a final and enforceable decision of a court or arbitrator.

6.11. If customary in commercial practice, or if stipulated by generally binding legal regulations, the Seller shall issue to the Buyer a tax document – an invoice – regarding payments made under the Purchase Agreement. The Seller is entitled to send the tax document – invoice – in electronic form to the Buyer’s electronic address. At the Buyer’s request, the Seller shall send the Buyer the tax document – invoice – in printed form. The Buyer agrees to the use of electronic invoices.

7.1. If, under the Purchase Agreement, the Seller is obliged to deliver the Goods to a place designated by the Buyer, the Buyer is obliged to accept the Goods upon delivery. If the Buyer fails to accept the Goods upon delivery, the Seller is entitled to demand reimbursement of costs incurred in connection with repeated delivery or storage of the Goods and is further entitled to withdraw from the Purchase Agreement. This shall not affect the right to compensation for damages in full.

7.2. If, for reasons on the Buyer’s side, it is necessary to deliver the Goods repeatedly or in a manner other than that specified in the Purchase Agreement, the Buyer is obliged to pay the costs associated with repeated delivery or another method of delivery.

7.3. Upon taking over the Goods from the carrier, the Buyer is obliged to check the number (quantity) of the Goods and the integrity of the packaging and, in the event of any apparent defects (e.g., damaged packaging, incorrect number of parcels), to notify the carrier and the Seller without undue delay and to record this fact in the transport document. The Buyer is obliged to confirm acceptance of the Goods on the delivery note or another similar document. If the Buyer accepts a damaged shipment from the carrier without reservations, it shall be deemed that the shipment was delivered properly, and any later complaint regarding damage to the shipment packaging or apparent quantity defects may not be taken into account.

7.4. The Seller is entitled to partial performance of the Purchase Agreement (partial deliveries of the Goods). The Buyer is obliged to accept partial performance as well.

7.5. Unless objective obstacles preventing delivery of the Goods occur, the Seller is obliged to deliver the Goods within the period stipulated in the Purchase Agreement or in the Order Confirmation, or within a reasonable period with regard to the nature of the Goods and the place of delivery (if the Goods are not located in Prague at the time of conclusion of the Purchase Agreement, such period will generally not be shorter than 25 business days). The Seller is entitled to deliver the Goods earlier than the agreed period. If the Seller delivers the Goods before the specified time, the Buyer is not entitled to refuse the Goods. Objective obstacles preventing delivery of the Goods shall be deemed to be all circumstances preventing delivery of the Goods that the Seller did not cause and could not reasonably foresee or influence (force majeure), in particular operational failures, difficulties with transport of the Goods from the manufacturer or supplier, delays on the part of the Seller’s suppliers, public holidays in countries outside the Czech Republic, strikes, outages, natural disasters, pandemics, wars, regulatory measures of public authorities, etc. If such an obstacle lasts longer than sixty (60) days, the Seller is entitled to withdraw from the Purchase Agreement.

7.6. If the Goods are delivered no later than thirty (30) days from the date on which the Goods were to be delivered under the Purchase Agreement, and this delay was caused by circumstances on the Seller’s side that do not constitute force majeure, this shall not be considered a material breach of the Purchase Agreement. The Buyer shall not be entitled to any claims for damages against the Seller arising from such delivery, provided that the Seller informed the Buyer of the possible delay in a timely manner.

8.1. If the Seller is obliged to hand over the Goods to a carrier selected by the Seller, the risk of damage to the Goods passes to the Buyer at the moment the Buyer takes over the Goods from the carrier, or, if the Buyer fails to do so in time, at the time when the carrier enabled the Buyer to dispose of the Goods and the Buyer breaches the contract by failing to take over the Goods. If the Seller is obliged to hand over the Goods to a carrier selected by the Buyer, the risk of damage to the Goods passes to the Buyer upon handing them over to the first carrier for transport to the place of destination.

8.2. If it was agreed that the Goods would be collected at the Seller’s premises, the risk of damage to the Goods passes to the Buyer at the time the Buyer takes over the Goods from the Seller, or, if the Buyer fails to do so in time, at the time when the Seller enabled the Buyer to dispose of the Goods and the Buyer breaches the contract by failing to take over the Goods.

8.3. Damage to the Goods arising after the transfer of the risk to the Buyer shall not affect the Buyer’s obligation to pay the purchase price of the Goods, unless the Seller caused the damage by breaching its obligation.

8.4. Title to the Goods passes to the Buyer only upon full payment of the entire purchase price of the Goods and all related costs (retention of title pursuant to Section 2132 of the Civil Code). Until title passes, the Buyer is obliged to handle the Goods with due care, protect them against damage, destruction, loss or theft, and not allow access to them by third parties who could assert any rights to the Goods.

8.5. If the price of the Goods is paid in full by the Buyer before delivery and no retention of title is agreed, title passes to the Buyer in accordance with the dispositive provisions of the Civil Code, typically at the moment of acceptance of the Goods, unless agreed otherwise.

9.1. The Seller declares that the supplied natural diamonds were purchased from legitimate sources that are not involved in the financing of conflicts and are in compliance with UN resolutions. The Seller hereby guarantees that these diamonds are conflict-free based on personal knowledge or based on written guarantees provided by the suppliers of these diamonds.

9.2. When handling the Goods, the Buyer is obliged to comply with all measures arising from generally binding legal regulations and to ensure compliance with ethical standards in the industry.

9.3. Labelling of laboratory-created (synthetic) diamonds:

• 9.3.1. In the event that the Buyer purchases from the Seller laboratory-created diamonds (also referred to as synthetic diamonds, lab-grown diamonds, man-made diamonds, etc.), the Buyer is obliged, in any further offering, presentation or sale thereof to end customers or other traders, to always state absolutely clearly, unambiguously and indelibly that these are diamonds that are not of natural origin but were created in a laboratory.
• 9.3.2. When reselling or presenting, the Buyer is obliged to prominently and unambiguously label each laboratory-created diamond with at least one of the following terms: “lab-grown diamond”, “synthetic diamond”, “syntetický diamant” or “laboratorně vytvořený diamant”. This designation must be stated in the immediate vicinity of the diamond, in its description, on the certificate (if issued by the Buyer), on the invoice, and in all marketing and sales communications.
• 9.3.3. The Buyer expressly undertakes that it will never label laboratory-created diamonds only with the word "diamond" without the relevant attribute specifying their origin. In any communication with its client or the public, it will always clearly declare that it is a synthetic/laboratory-created diamond, such that the word "diamond" will be used exclusively as part of the phrases "synthetic diamond", "lab-grown diamond" or "laboratory-created diamond".
• 9.3.4. The Buyer shall refrain from using any abbreviations (e.g., LG Diamond, LGD) or misleading or unclear designations that could be insufficient for clear, comprehensible and explicit communication of the fact that it is a synthetic/laboratory-created diamond.
• 9.3.5. The Buyer is fully responsible for ensuring that all its staff, employees or contractors are duly trained in the correct manner of presenting and labeling laboratory-created diamonds in accordance with these Terms and Conditions and applicable legal regulations. The Buyer shall ensure that these principles are complied with on its website, at its premises, in marketing materials and in all communications with end customers or other business partners.
• 9.3.6. Any failure by the Buyer to comply with the obligations set out in this Article 9.3 shall be deemed a material breach of the Purchase Agreement. In such case, the Seller is entitled, with immediate effect, to withdraw from all unfinished Purchase Agreements with the Buyer, suspend deliveries of further Goods, cancel the Buyer’s User account on the AreteApp portal and/or terminate any further business cooperation with the Buyer. This shall not affect the Seller’s right to compensation for damages incurred as a result of such breach.

9.4. The information stated in the documents relating to the Goods (e.g., certificates, descriptions) is based on the Seller’s current knowledge and experience or that of third parties (e.g., gemological laboratories). The Seller is not liable for the accuracy of information provided by third parties if it merely intermediates such information.

10.1. The rights and obligations of the contracting parties regarding the Buyer’s rights arising from defective performance, including the Seller’s warranty liability, shall be governed by the relevant provisions of the Civil Code (Sections 1914 to 1925, Sections 2099 to 2117 and Sections 2161 to 2174b), unless otherwise stipulated in these Terms and Conditions or in the Purchase Agreement. Given that this is a transaction between entrepreneurs, the provisions on rights arising from defective performance intended primarily for consumers shall not apply, insofar as their nature precludes this or insofar as they are not mandatory also for B2B relationships.

10.2. The Buyer is obliged to inspect the Goods with due care as soon as possible after the risk of damage to the Goods passes, but no later than within 48 hours of taking delivery of the Goods. The Buyer is obliged to notify the Seller of apparent defects without undue delay after their discovery; otherwise, its rights arising from such defects shall lapse. The Buyer is obliged to notify the Seller of hidden defects without undue delay after it could have discovered them by exercising sufficient care, but no later than within 6 (six) months of taking delivery of the Goods. Hidden defects notified later need not be taken into account. The contracting parties acknowledge that the statutory period for notifying hidden defects in B2B relationships is 2 years from taking delivery of the Goods, unless agreed otherwise, and by this agreement they shorten it to the stated 6 months, which they consider reasonable with regard to the nature of the Goods and business customs.

10.3. The Seller’s liability for defects is excluded, in particular if:

• 10.3.1. the Goods were not used in accordance with their purpose, the instructions stated in documents related to the Goods, or contrary to the usual principles for handling the given type of Goods;
• 10.3.2. defects in the Goods were caused by force majeure, accident or the actions of a third party (e.g., improper handling, damage after acceptance);
• 10.3.3. defects were caused by the Buyer’s faulty conduct or that of a third party on the Buyer’s side;
• 10.3.4. defects were caused by normal wear and tear of the Goods through their usual use.
• 10.3.5. The Seller shall not be liable for damage, cracking or other damage to the Goods (in particular a gemstone) arising in connection with their setting (mounting) into jewelry by the Buyer or a third party upon the Buyer’s instruction, or during any other manufacturing process or handling of the Goods carried out by the Buyer or upon its instruction after the Buyer has taken delivery of the Goods. The Buyer acknowledges that the setting of gemstones and other manufacturing processes are risky operations and it is fully the Buyer’s responsibility to ensure their professional execution.

10.4. Unless agreed otherwise, the Buyer’s claims arising from liability for defects shall be satisfied by the Seller, at its discretion, in one of the following ways, in the following preferred order:

• 10.4.1. delivery of the missing Goods;
• 10.4.2. remedying defects in the Goods (e.g., by repair);
• 10.4.3. providing a reasonable discount from the purchase price;
• 10.4.4. delivery of replacement Goods for the defective Goods (exchange);
• 10.4.5. withdrawal from the contract (only in the event of a material breach of contract by defective performance that cannot be remedied otherwise or if remedying it would involve disproportionate costs).

11.1. The Buyer shall assert the Buyer’s rights arising from the Seller’s liability for defects in the Goods in writing (by e-mail or registered letter) at the Seller’s registered office address or at the contact e-mail address specified in Article 1 of these Terms and Conditions (hereinafter the “Complaint”).

11.2. If the Goods were delivered in a quantity, quality or design different from that specified in the Purchase Agreement (apparent defects), the Complaint must be lodged with the Seller immediately after the Buyer receives or collects the Goods, but no later than forty-eight hours from such receipt or collection of the Goods by the Buyer. If, pursuant to the previous sentence, an immediate Complaint of apparent defects is not made, it shall be deemed that the Goods were delivered properly and without apparent defects. Together with the written Complaint, the Buyer is obliged to submit to the Seller all relevant information and documents regarding the complained-of defects in the Goods, including a description of the defect, photographic documentation (if relevant), a copy of the invoice and the delivery note, and, where applicable, a gemological or metallurgical opinion of a certified expert, if necessary for the assessment of the defect. The complained-of Goods must be submitted to the Seller for assessment upon the Seller’s request.

11.3. The Buyer’s assertion of a Complaint regarding the Goods shall not affect the Buyer’s obligation to pay the purchase price of the Goods or to fulfil other obligations towards the Seller. Section 2108 of the Civil Code shall therefore not apply, and the Buyer is not entitled to withhold payment of the purchase price due to a complaint.

11.4. The Buyer is entitled to reimbursement of necessary costs incurred in direct connection with asserting a justified Complaint. The justification of the Complaint shall be assessed by the Seller.

11.5. The Seller is obliged to handle the Complaint without undue delay, no later than within 30 days from the date of its duly asserted submission and delivery of all necessary documents, unless the contracting parties agree on a longer period. The Buyer will be informed of the method of handling the Complaint.

12.1. The arising of a claim for liability for damage (harm) on the part of the Buyer shall be governed by generally binding legal regulations, unless otherwise stipulated. The Seller shall be liable only for culpable breach of its obligations.

12.2. A prerequisite for the arising of a claim for damages is immediate written notice to the Seller of the occurrence of damage or of the fact that damage may occur, including specification and substantiation of the damage incurred.

12.3. In the event that damage arises on the part of the Buyer in connection with the Seller’s liability for defects of the Goods or on another ground arising from the Purchase Agreement, the contracting parties have agreed to limit compensation for such potential damage incurred by the Buyer, unless it is damage caused by the Seller intentionally or through gross negligence, so that the total compensation for all damage arising for this reason, including lost profit, is limited to the amount actually paid by the Buyer as the purchase price for the Goods under the relevant Purchase Agreement within the framework of which the damage arose.

12.4. The contracting parties state, with regard to all circumstances related to the conclusion of the Purchase Agreement, that the aggregate foreseeable damage, including lost profit, that could arise to the Buyer in connection with the Seller’s liability may amount to a maximum of the amount corresponding to the purchase price of the Goods under the relevant Purchase Agreement.

13.1. The contracting parties undertake to maintain confidentiality regarding all confidential information of the other contracting party of which they became aware in connection with the conclusion and performance of the Purchase Agreement. Confidential information shall include in particular trade secrets, information on prices, customers, business strategies, know-how, technical information, data made available through the User Account and the Web Interface (including non-public price offers and inventory levels), and other information that is marked as confidential or whose nature requires confidentiality (hereinafter "Confidential Information").

13.2. The confidentiality obligation shall not apply to information that:

• 13.2.1. is or has become publicly known otherwise than by breach of the confidentiality obligation by one of the contracting parties;
• 13.2.2. was lawfully in the possession of a contracting party prior to its disclosure by the other contracting party;
• 13.2.3. a contracting party is obliged to disclose pursuant to law or a decision of a public authority (in such case, however, it is obliged to inform the other contracting party thereof without undue delay, if legally permissible).

13.3. The confidentiality obligation shall continue even after termination of the Purchase Agreement, for a period of five (5) years, unless otherwise agreed in a specific case.

13.4. Data protection and prohibition of scraping:
The Buyer is not entitled, in any manner, whether automated or manual, to extract, copy, download, collect, process, or otherwise use data, content, information (including prices, descriptions of the Goods, images) or the structure of the Seller’s Web Interface (so-called scraping, data mining, web harvesting, etc.) for purposes other than the proper placing of an Order in accordance with these Terms and Conditions. Any such conduct shall be considered a material breach of the Purchase Agreement, and in such case the Seller is entitled to proceed in accordance with Art. 9.3.6. of these Terms and Conditions and to claim compensation for the damage incurred.

13.5. The Buyer is not entitled to use the business name, logo, trademarks, or any other designation of the Seller or the AreteApp portal without the Seller’s prior written consent, except where it is necessary for proper identification of the Seller as the supplier of the Goods in the ordinary course of business.

14.1. The Seller is an obliged entity within the meaning of Act No. 253/2008 Coll., on certain measures against the legalization of proceeds of crime and the financing of terrorism, as amended (hereinafter the “AML Act”); In performing obligations under the Purchase Agreement, the parties are obliged to comply with all obligations arising from the AML Act and related regulations.

14.2. The Seller is entitled at any time during the period in which the effects of the Purchase Agreement last to request the Buyer (client) to provide cooperation necessary to carry out client identification and verification under the AML Act, including ongoing client monitoring. In such case, the Buyer is obliged to provide the Seller with all cooperation necessary to carry out client identification and verification, in particular to provide the Seller with the relevant information and documents necessary for client identification and verification. The client or the person authorised to act on behalf of the client in matters of the Purchase Agreement is further obliged, upon the Seller’s request, to appear in person at a place designated by the Seller for the purpose of conducting physical identification of the client, if required under the AML Act. The Buyer is obliged to provide cooperation under this Article without undue delay, but in any event no later than within five (5) business days from the Seller’s request, or within another period stipulated by generally binding legal regulations. The Buyer acknowledges that refusal to provide cooperation in carrying out identification or verification of the client may be considered an indicator of a suspicious transaction within the meaning of the AML Act. The contracting parties have agreed that in the event of refusal to provide cooperation in carrying out identification or verification of the client, the Seller has the right to withdraw from the Purchase Agreement or not to execute the relevant transaction – i.e., not to provide its performance under the Purchase Agreement. The Seller is further entitled not to execute the relevant transaction – i.e., not to provide its performance under the Purchase Agreement – in cases stipulated by generally binding legal regulations, in particular Section 15 of the AML Act.

14.3. The Buyer is obliged, for the duration of the effects of the Purchase Agreement, to inform the Seller without undue delay of any changes to the data provided within the identification and verification process that could affect the proper identification or verification of the Buyer under the AML Act.

14.4. The Buyer acknowledges that, in connection with the Purchase Agreement, the Seller may be required to verify the ownership and management structure of the Buyer and its beneficial owner and to take measures to identify and verify the identity of the Buyer’s beneficial owner, including consulting the register of beneficial owners pursuant to the Act on the Register of Beneficial Owners. The Buyer acknowledges that, in the event a discrepancy is identified under the law governing the register of beneficial owners, the Seller may be required to report the identified discrepancy to the court or take other steps required by legal regulations.

Detailed information on the Seller’s principles and procedures in the area of prevention of the legalization of proceeds of crime and the financing of terrorism is set out in the Seller’s AML policy available on the Seller’s website.

15.1. In accordance with Act No. 171/2023 Coll., on the protection of whistleblowers, the Seller has established an internal reporting system. Detailed information on whistleblowers’ rights, the procedure for handling reports and ensuring their protection is contained in the UMARUTTI s.r.o. Directive on the handling of reports, which is available on the Seller’s website.

15.2. For submitting a report of possible unlawful conduct, a secure reporting channel is available via the FaceUp platform, which also allows anonymous reporting. A report may be submitted at https://www.app.faceup.com/cs/c/xgidfb2s/. Alternatively, it is possible to contact the Seller’s designated person in the manner set out in the Whistleblowing Handling Directive.

15.3. The Seller undertakes to protect whistleblowers against any retaliatory measures in accordance with the Whistleblower Protection Act. All details regarding the reporting process, whistleblowers’ rights, and the Seller’s procedures are governed by the above-mentioned Directive.

16.1. The Buyer agrees to receive information related to the Goods, services, or the Seller’s business at the Buyer’s electronic address and further agrees to receive commercial communications from the Seller at the Buyer’s electronic address. The Buyer may withdraw this consent at any time by the procedure specified in each commercial communication or by sending a request to the Seller’s contact e-mail.

16.2. Information on the processing of the Buyer’s personal data (self-employed natural persons or representatives of legal entities) by the Seller is contained in a separate document “Personal Data Processing Policy”, which is available on the Seller’s Web Interface.

16.3. The Buyer assumes the risk of a change in circumstances within the meaning of Section 1765(2) of the Civil Code.

16.4. The Seller may withdraw from the Purchase Agreement in text form (e.g., by e-mail) at any time until the Goods are delivered to the Buyer, even without stating a reason. In such case, the Seller shall return to the Buyer all payments received from the Buyer without undue delay. In such case, the Buyer is not entitled to compensation for damages. This right applies in particular to situations where the Goods are unavailable, there has been a significant price change at the supplier, or there was an obvious error in the offer.

17.1. The Buyer represents and warrants that neither the Buyer, nor any person controlling the Buyer or controlled by the Buyer, nor the Buyer’s beneficial owner, is a person subject to any international sanctions (in particular UN, EU, United Kingdom, US sanctions, or other relevant sanctions regimes). The Buyer further undertakes that the Goods will not be directly or indirectly sold, supplied, exported, transported, or otherwise made available to persons subject to international sanctions, or to countries or territories subject to international sanctions, in breach of such sanctions or if such conduct would result in the Seller breaching sanctions.

17.2. The Buyer is obliged to promptly inform the Seller in writing if the Buyer or any person referred to in clause 17.1 becomes a person subject to international sanctions.

17.3. Any breach of any representation, warranty, or undertaking set out in this Article 17 shall be deemed a material breach of the Purchase Agreement and shall give rise to the Seller’s right to immediately withdraw from the Purchase Agreement, suspend performance of its obligations and/or claim compensation for the damage incurred and all costs associated with addressing such breach.

18.1. The contracting parties agree that all communication between them, including the conclusion of Purchase Agreements, amendments, addenda, order confirmations, sending invoices, and other legal acts, may be carried out electronically, in particular via the web interface of the AreteApp portal or by e-mail to the parties’ contact addresses stated in the User Account, the Order, or otherwise communicated in writing to the other party.

18.2. Legal acts made electronically have the same legal binding force and effects as acts made in written form with handwritten signatures, unless these Terms and Conditions or a mandatory provision of law provides otherwise for specific acts. For the purposes of these Terms and Conditions, an electronic signature shall also include a simple e-mail sent from an authorized e-mail address of a contracting party or an act performed via the User Account after proper login.

18.3. The contracting parties are responsible for the functionality and security of their e-mail inboxes and access credentials to the User Account.

19.1. If the relationship established by the Purchase Agreement contains an international (foreign) element, the parties agree that the relationship shall be governed by Czech law, in particular the Civil Code. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19.2. An integral part of these Terms and Conditions is Annex No. 1 – List of the Seller’s bank accounts.

19.3. The legal relationship established by the Purchase Agreement is governed in particular by the Civil Code, with the proviso that for the purposes of relations between the Seller and the Buyer:

• 19.3.1. the application of established trade customs within the meaning of Section 558(2) of the Civil Code is excluded unless expressly agreed in writing;
• 19.3.2. the application of Sections 557 (interpretation of a legal act in favor of its validity if another interpretation is possible), 1748 (possibility to modify an offer with an addition or deviation), 1799 and 1800 (clauses in adhesion contracts), and Section 2119(1) (the buyer’s right to reimbursement of costs associated with a complaint if the complaint is not justified) of the Civil Code is excluded, unless these T&C provide otherwise.

19.4. Any disputes arising out of or in connection with the Purchase Agreement shall be resolved primarily amicably. If an amicable settlement is not reached, disputes shall be decided by the general courts of the Czech Republic with local jurisdiction determined according to the Seller’s registered office, unless exclusive local jurisdiction is provided otherwise by law.

19.5. These Terms and Conditions become valid and effective on 25/05/2025.