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BUSINESS TERMS AND CONDITIONS

of

VVDiamonds s.r.o.

Company ID-No.: 058 92 481

with its registered office at: Václavské náměstí 846/1, Nové Město, 110 00 Prague 1

a trading company incorporated in the Companies Register maintained by the Municipal Court in Prague

Section C, Insert 272553

for the sale and arranging the sale of goods through a portal located at the internet address wwww.vvdiamondspro.cz

 

Article I.

Initial Provisions

1.1.   These Business Terms and Conditions (hereinafter referred to as the “Business Terms and Conditions”) of VVDiamonds s.r.o., a trading company with its registered office at: Václavské náměstí 846/1, Nové Město, 110 00 Prague 1, Company ID-No.: 058 92 481, incorporated in the Companies Register maintained by the Municipal Court in Prague, Section C, Insert 272553 (hereinafter referred to as the “Seller” or “Agent”  or “Company”) regulate, in compliance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., Civil Code (hereinafter referred to as the “Civil Code”), the mutual rights and obligations of the contracting parties established in relation to or based on the Purchase Agreement (hereinafter referred to as the “Purchase Agreement”) and/or in relation to or based on the Agency Agreement (hereinafter referred to as the “Agency Agreement”) entered into by and between the Seller/Agent and other parties (hereinafter referred to as the “Purchaser”  or “Interested Party” or “User”) through the Seller´s / Agent´s portal. The Portal is operated by the Seller/Agent on the website located at the internet address www.vvdiamondspro.cz (hereinafter referred to as the “website”), through website interface (hereinafter referred to as the “shop website interface”).

1.2.   “Goods”, for the purpose of these Business Terms and Conditions, mean diamonds and other precious stones owned by the Company and/or Users. The User declares, by consenting to these Business Terms and Conditions, that the goods are in his exclusive ownership and do not originate in the Company´s offer.

1.3.   The Business Terms and Conditions shall not apply to cases when a person intending to purchase goods from the Seller or interested in arranging a deal through the Agent is a legal entity or a person acting within its business activities or as a self-employed person when ordering goods.

1.4.   The Users shall not offer a business activity directly.

1.5.   Provisions diverging from the Business Terms and Conditions can be agreed in the Purchase Agreement / Agency Agreement. Divergent provisions in the Purchase Agreement / Agency Agreement prevail over the provisions of these Business Terms and Conditions.

1.6.   Provisions of the Business Terms and Conditions form an inseparable part of the Purchase Agreement / Agency Agreement. The Purchase Agreement / Agency Agreement and these Business Terms and Conditions are prepared in Czech and English language; while in case of doubts, the wording of these Business Terms and Conditions in Czech language prevails. The Purchase Agreement / Agency Agreement can be concluded in Czech language.

1.7.   The wording of the Business Terms and Conditions can be amended or supplemented by the Seller/Agent.

 

Article II.

Membership; User Account

2.1.   Membership shall be granted by the administrator after the registration has been completed. Membership can be gratis or paid. There is no legal claim for granting the membership and granting membership can be refused by the administrator.

2.2.   Membership can be granted for the period of one (1) month or one (1) year with the possibility of further extension. The amount of the membership fee shall be stipulated in the price list released by the Company that is published at the website.

2.3.   During the registration, the User shall fill in his name, surname, contact e-mail, phone number, street and house number, town/city and postcode, country; he shall choose his user name, password and shall confirm that password consequently. In case the administrator has doubts as regards the User´s identity, the administrator can request further identification. In such case, the User explicitly agrees to present an ID-card or a passport at the administrator´s request. The User is obliged to make any and all measures against the loss, theft or any and all abuse of his login data (user name, password). The User is responsible that the data communicated are correct and true. In case the communicated data change, the User is obliged to update these data without delay. The Company is not responsible for any damage or other harm caused as a consequence of incorrect data communicated by the User and/or in case of loss, theft or abuse of the User´s login data. The User is not entitled to allow third persons to use the user account.

2.4.   In case of the granting of membership by the administrator, the User shall obtain a message to the e-mail communicated and his user account at the website will be made accessible to him. In case of paid membership, the user account shall be made accessible after the payment has been credited to the Company´s bank account.

2.5.   Free membership can be granted to the User that makes a single purchase through the portal at the website vvdiamonds.cz for not less than CZK 200,000 (in words: two hundred Czech crown) including VAT.

2.6.   Prior to the termination of the period of paid membership, the User shall be informed about this fact in an e-mail message not less than fourteen (14) days in advance along with information about the possibility of further extending the duration of membership. In case of the User´s interest for the extension of membership for a period chosen by him, the User shall send such requirement by means of the application form for the extension of membership to the administrator. The administrator shall extend the membership provided that all the conditions stipulated for the granting of membership as laid down in paragraph 2.4. of this Article are met.

2.7.   Based on the User´s registration made at the website and the granting of membership by the administrator, the User can access his user account. From the user interface, the User can purchase goods from other users, offer goods for sale or request an agent to arrange a sale/purchase of goods through the website.

2.8.   The Company can cancel a user account in case that the validity of the paid registration terminates, if the User does not use the user account or in cases that the User breaches these Business Terms and Conditions or provisions of the Purchase Agreement / Agency Agreement concluded with the Company or other user of the website.

2.9.   In case the operation of the portal at the website terminates, a proportional part of the membership fee paid shall be repaid to the members who paid the membership fee. No claim related to the termination of membership towards the Company shall be incurred to members to whom free membership in compliance with paragraph 2.5. of this Article has been granted.

2.10.   Users concluding the Purchase Agreement agree with the use of remote communication means to conclude the Purchase Agreement. Costs incurred to users when using the remote means of communication in relation to the registration of the offer / demand for goods or conclusion of the Purchase Agreement / Agency Agreement (the costs of internet connection, costs of phone calls etc.) shall be settled by each User on his own.

2.11.   By confirming these Business Terms and Conditions, the User agrees to the fact that the user account shall not be available continuously, in particular, with regard to necessary maintenance of the Company´s hardware and software or necessary maintenance of the hardware and software of third parties.

 

Article III.

Offer of Goods

3.1.   Besides the Company, also the User to whom the membership has been granted and his membership continues as on the day when the offer of goods has been published is entitled to offer goods for sale through the website.

3.2.   The offer of goods can be made through the electronic form “I want to sell a diamond”. In the above form, the User shall include the verbal description of goods, requested price including currency, information about the fact whether the User is a VAT-payer, the country where the goods are located, duration of the offer´s validity (a week, two weeks). The User can insert the photos of goods into the form for the offer of the goods. In case the price is quoted in another currency than Czech Crown, the rate of exchange published by the Czech National Bank as on the day when the offer is confirmed by our Company is applicable[1]. The purchase price can be paid also in other currency than Czech Crown, the choice being done exclusively by the User who registered the offer (i. e. the Seller). The Company shall not be responsible for damage or other harm in case the rates of exchange change.

3.3.   The User can choose, within the offer of the goods, the possibility of direct sale or the sale by means of an agent. In case he chooses to sell by means of an agent, Article V. of these Business Terms and Conditions – Conclusion of the Agency Agreement – shall be applicable. In case of the sale of goods by means of an agent, the Agent is entitled to request a commission for agency activity in the sale corresponding with a proportional part of the offer price for goods expressed in per cents. In case the goods are sold directly by the User, the User shall pay a one-off remuneration for placing the User´s offer at the website. The commission and the method of posting shall be described in more detail in Article V. of these Business Terms and Conditions. After the completed form has been dispatched, the User shall receive an e-mail confirming that the offer was accepted for processing. The User is not entitled to edit the offer anymore after the form has been dispatched.

3.4.   In case of any doubts as regards the goods origin, the Company can request from the User to prove his title to the goods and that such goods do not originate in the Company´s offer. The User declares and guarantees that the goods do not originate in criminal activities.

3.5.   After the User´s offer has been delivered, the administrator shall approve the offer provided that it contains all required data. In case the sale through the Agent is chosen, a tax document for the payment of commission agreed shall be made by the administrator after the completion of the deal at the same time. A confirmation as regards the approval of the offer, including a tax document made, if any, shall be sent to the User in an e-mail message to e-mail communicated in the registration. At the same time, the offer shall be published at the website for a period chosen by the User.

3.6.   The offers published shall be displayed from the latest offer, i. e. the offer published as the last one. The User shall be fully responsible that the data published in his offers are correct.

3.7.   The User is entitled, in the course of the validity of the offer published, to extend the duration of the offer by seven (7) or fourteen (14) days. The extension of the period of validity can be repeated. In case of choosing the method of sale directly by the User, the User shall pay one-off remuneration repeatedly.

3.8.   Two days prior to the termination of the period of validity of the offer, the User shall be notified about this fact in an e-mail message. After the period of validity of the offer terminates, the User shall receive an informative e-mail and the offer shall be removed from the website.

3.9.   In case that any of the users expresses his interest in the goods offered, one proceeds in compliance with Article IV. or V. of these Business Terms and Conditions depending on the chosen method of the offer of goods in compliance with paragraph 3.3. of this Article.

3.10.   The administrator can cancel an offer approved by the administrator anytime.

 

Article IV.

Conclusion of the Purchase Agreement

4.1.   Offers made by the users placed on the web interface have informative character and the User is not obliged to conclude the Purchase Agreement in respect of the goods in case that he and a party interested fail to agree all essential requirements of the Purchase Agreement. The provisions of Section 1732 (2) of the Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the “Civil Code”) shall not be applicable.

4.2.   The price of the goods remains to be valid for the period when it is displayed at the web interface of the portal. Unless it is specified with the price displayed at the web interface otherwise, VAT is included in the price. In case when the price of the goods is quoted excl. VAT, the offer shall contain information about the fact that the Seller is not a VAT-payer. This provision is without prejudice to the User´s/Seller´s possibility to enter into the Purchase Agreement under individually agreed conditions.

4.3.   The purchase price for the goods specified in the offer at the web interface comprises the costs related to packing and delivering the goods.

4.4.   In case the User is interested in the goods offered, the interested party shall fill in the form in which he can specify the price offered, to pose a complementary question concerning the goods or to request the examination of the goods. A form filled-in in this way shall be dispatched to the Seller and the administrator after it has been confirmed by the User. At the same time, an e-mail confirming the processing of his request shall be sent to that User.

4.5.   In case that the User has chosen, for the conclusion of the Purchase Agreement, the method of negotiating the conditions of sale through an agent, the Agent shall take every effort to make sure that the contract is concluded under the conditions corresponding with the identical will of the interested party and the Seller.

4.6.   In case of the conclusion of the Purchase Agreement, users – contracting parties undertake to agree payment conditions, conditions for goods delivery and other conditions to implement the sale. In case that the conclusion of the Purchase Agreement is agreed through an agent, the Agent is obliged to agree these conditions with Users – contracting parties. It is not applicable in case when another instruction is obtained from the User with whom he has concluded the Agency Agreement under Article VI. hereof.

4.7.   Users acknowledge that the Company arranges contact among the users – the Seller and the Purchaser – and shall not guarantee for quality, origin, delivery, acceptance or payment for the goods, except for the cases when it agrees explicitly to do so.

 

Article V.

Conclusion of the Agency Agreement

5.1.   In case of the User´s interest for arranging the sale of goods published on the portal at the website, the User, as the party interested, can conclude the Agency Agreement with the Company as the Agent of which subject matter will be arranging and coordinating the conclusion of the Purchase Agreement for the goods offered through the portal at the website in compliance with these Business Terms and Conditions. The Agency Agreement concluded in this way applies exclusively to the goods offered through the portal at the website.

5.2.   The Agency Agreement concluded by and between the User, as the interested party, and the Company, as the Agent, takes place by choosing the possibility of arranging the sale of goods in the form “I want to sell a diamond” (see also paragraph 3.2. and 3.3. of these Business Terms and Conditions) and its confirmation by the administrator in the form of publishing such offer.

5.3.   An offer published at the website according to these Business Terms and Conditions is a binding instruction for the Agent. The interested party shall communicate to the Agent everything which has material significance for the conclusion of the Purchase Agreement for him. The interested party can change the instruction based on the Agent´s recommendation and/or based on his own decision. The Agent shall communicate to the interested party, without undue delay, everything what is important for his decision as regards the Purchase Agreement. The Agent is entitled to agree to examine the goods as well as to make this examination himself based on an instruction from the interested party.

5.4.   In case the Purchase Agreement is concluded by and between the interested party and the other User agreed by means of the Agent, the contracting parties can agree with the Agent in writing that he will deliver the goods to be transferred to the purchasing party, he will be the place of payment, etc.

5.5.   The Agent is entitled for a commission for the arrangement of the conclusion of the Purchase Agreement of which subject matter is the goods offered at the website.

5.6.   The agreed amount of the commission shall be due as of the date when a tax document is made by the Agent. The Agent is entitled to make the tax document as on the date when the Purchase Agreement was concluded.

5.7.   The Agent shall not propose to the interested party that the Purchase Agreement is concluded with an entity as regards of which he has justified doubts whether he meets obligations from the agreement arranged properly and duly. If it is requested by the interested party, the Agent shall communicate to him data to evaluate the trustworthiness of the entity with whom he proposes that the Purchase Agreement is concluded provided that he has such data at disposal.

5.8.   The User explicitly declares, by consenting to these Business Terms and Conditions, to be aware of the Agent´s obligations resulting from legal regulations governing measures against the legalization of proceeds of crime, in particular, obligations resulting from the Act No 253/2008 Coll., on certain measures against the legalization of proceeds of crime and terrorism financing, as amended.

5.9.   The User explicitly agrees with the identification of persons in compliance with Act No. 253/2008 Coll. and agrees that the Agent makes photocopies of the ID-documents of the contracting parties for this purpose and verifies that the appearance is identical with the photos in the ID-documents. The User explicitly consents to the processing of personal data for the purposes of the contracting relationship resulting from the Agency Agreement and for the reasons of obligations imposed by legal regulations, in particular, Act No. 253/2008 Coll.

5.10.   The Agent´s obligation terminates if the Purchase Agreement is not concluded by an agreed time. In case that there is no time agreed, this obligation terminates by the termination of the validity of the interested party´s offer.

5.11.   The Agent is not responsible for the payment of any taxes, customs duties or other charges imposed by applicable legal regulations or for any other statutory or contracting obligation as regards the Purchase Agreement.

 

Article VI.

Other Arrangements

6.1.   The Company is neither responsible for the correctness of data included in the users´ offer, nor for any abuse of the User´s data included in offers or obtained in a manner not compliant with legal regulations. The Company is not responsible for the abuse of services by users or third parties.

6.2.   The Company is not responsible for damage that users or third parties incur directly, indirectly or accidentally as a consequence of or in relation to the use of the portal services at the website. The Company is not responsible for damage that users or third parties incur as a consequence of impossibility to use the portal at the website or in direct or indirect connection with this fact.

6.3.   The Company is entitled, without the users´ consent or even without prior notification, to modify and/or innovate the portal services at the website.

6.4.   The Company is not responsible for any consequent, occasional or special damage, including lost profit, incurred as a consequence of the unavailability of the portal at the website.

6.5.   The Company is not responsible for defects in goods offered by users through the portal at the website unless it agrees to do so in individual cases explicitly in writing. In addition, the Company is not responsible for any damage as a consequence of the breach of the User´s obligation.

6.6.   In case that the User breaches any of his obligations and, consequently, the Company incurs damage or other harm, the User agrees to compensate the damage or other harm to the Company.

6.7.   The Company is not responsible for any direct, incidental, indirect or consequent damage incurred from or related to the publishing of the users´ offers through the portal based on the User´s requirements.

 

Article VII.

Protection of Personal Data

7.1.   The protection of personal data of the User who is an individual is laid down in the Act No. 101/2000 Coll., on personal data protection, as amended.

7.2.   The User agrees with processing of personal date for purpose of contractual relationship on basis of these Business Terms and Conditions, for necessary time for ensure the commitment relationship and further for time resulting from generally binding regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, also as “GDPR”).

7.3.   The User agrees with processing the following personal data: name and surname, date of birth, residence address, identification number, tax identification number, e-mail address, and phone number (hereinafter referred to as the “personal data”).

7.4.   The User agrees with processing personal data of companies for the purposes of keeping records of his customers, for the purposes of the implementation of rights and obligations from the Agency Agreement, publishing offers and also for the purposes of sending information and commercial communication to the User.

7.5.   The User acknowledges that he is obliged to specify his personal data correctly and truly and, in addition, he is obliged to update them without undue delay in case they change.

7.6.   The Company can authorize a third party, as the processor, to process the User´s personal data. The User´s personal data shall not be transferred to third parties without the User´s prior consent.

7.7.   The User agrees that his personal data are disclosed to prosecuting authorities in relation to the investigation of criminal activities.

7.8.   The personal data shall be processed for indefinite period of time. The personal data shall be processed in electronic form in an automated manner or in printed form in a non-automated manner.

7.9.   The User confirms that the personal data provided are accurate and that he was informed about the fact that it is voluntary provision of personal data. The User declares to have been informed about the fact that he can withdraw the consent to the processing of personal data in relation to the Company with a written notification delivered to the Company´s registered office.

7.10.   In case that the User assumes that the Company or the processor processes his personal data so that it is contrary to the protection of the User´s private and personal life or contrary to the law, in particular, if the personal data are inaccurate with regard to the purpose of their processing, he can:

  a) request an explanation from the Company or from the processor,

  b) request that the Company or the processor rectifies the situation incurred. In particular, it can consist in blocking, correcting, completing or deleting the personal data.

7.11.   If the User asks for information as regards the processing of his personal data, the Company is obliged to provide him such information. The Company is entitled to request reasonable compensation for the provision of the information as described in the previous clause not exceeding the costs required for the provision of the information.

 

Article VIII.

Saving cookies

8.1.   The User agrees with saving so-called cookies in his computer. In case that the purchase/sale at the website can be completed and the User´s obligations from the Purchase Agreement can be met without saving the so-called cookies in the User´s computer, the User can withdraw his consent in compliance with the previous clause anytime.

 

Article IX.

Final Provisions

9.1.   The consumers´ complaints shall be arranged by the Company by e-mail. Information about the arrangement of the User´s complaint shall be sent by the Company to the User´s e-mail.

9.2.   Czech Trade Inspection Authority, with its registered office at: Štěpánská 567/15, 120 00 Prague 2, Company ID-No.: 000 20 869, website: https://adr.coi.cz/cs, is competent for extrajudicial resolution of consumer disputes from the Purchase Agreement.

9.3.   If the relationship established by publishing an offer at the website contains an international (foreign) element, the parties agree that the relationship shall be governed by the Czech law. It is without prejudice to the consumer´s rights resulting from generally binding legal regulations.

9.4.   If any provision of these Business Terms and Conditions or its application to a certain person or fact in any extent is interpreted so that it is unlawful, invalid or unenforceable, fully or partially, then such provision shall be interpreted in such a manner that enables its enforceability under the governing law in full extent allowed by the law. The remaining provisions of these Business Terms and Conditions or their application to any person or fact, different from those that have been found to be unlawful, invalid or unenforceable, shall remain in full force and effect.

9.5.   The individual provisions of these Business Terms and Conditions can be amended or supplemented by the Company.

9.6.   The relationships not explicitly governed herein shall be governed by the applicable provisions of Act No. 89/2012 Coll., Civil Code, as amended.

 

In Prague on 01. 06. 2018

 

VVDiamonds s.r.o.

 

[1] Comp. https://www.cnb.cz/cs/financni_trhy/devizovy_trh/kurzy_devizoveho_trhu/denni_kurz.jsp.