Terms and conditions of services provided by fbaPREPared s.r.o.

1. These General Terms and Conditions (hereinafter referred to as "GTC") define the mutual rights and obligations between fbaPREPared s.r.o, ID 09557512, VAT CZ09557512, with registered office at Jaurisova 515/4, 140 00 Praha 4 - Michle (hereinafter referred to as "Provider") providing services to natural or legal persons (hereinafter referred to as "Client") in the field of preparation and proper packaging of goods (e.g. labeling, wrapping in bubble wrap, placing in a PE bag with a warning about suffocation, creation of multipack products) with the subsequent arranging of transport of such prepared goods by contractual carriers to the warehouses of the online store Amazon.com (all of its local versions) in the United States of America, the European Union (in particular the Republic of Poland and the Federal Republic of Germany) and the United Kingdom of Great Britain and Northern Ireland, in particular for the purpose of selling them to end customers.

2. The Provider offers its services primarily through its website https://www.fbaprepared.com (hereinafter referred to as the "Website"), whereby the domain and all contents of the Website, including in particular the related copyrights, are owned by the Provider and thus enjoy legal protection.

3. In particular, the Preparer shall prepare individual stock-keeping units (hereinafter referred to as "SKU") of the Goods, whereby 1 piece thereof is designated by the term unit (hereinafter referred to as "Unit"), and entire packages, which are considered to be a cardboard box containing multiple Units (hereinafter referred to as "Box"), from the Provider's warehouses to the individual Amazon online store warehouses in the country of destination to be determined by the Client. Transportation of the goods to the Provider's warehouse shall be arranged by the Client at his/her own expense, unless otherwise agreed, in particular by picking up pallets of goods anywhere within the European Union, however, in such case the Provider shall not be responsible for the transportation and delivery of the goods, but solely the chosen carrier whose terms and conditions govern such transportation. The complete range of services provided is described by individual product lines of the Provider on the Website.

4. At the moment of confirmation of the Client's request by the Provider, or at the latest at the moment when the Client's goods arrive at the Provider's warehouse, a contract for the provision of the services in question is concluded, where the mutual rights and obligations of the Provider and the Client are set out in particular in these terms and conditions. The Client declares to have read these terms and conditions and has no objections to them.

5. The Client acknowledges that the prices for the Provider's services are set out on the Website, exclusive of VAT, unless expressly stated otherwise.

6. The Client further acknowledges that the prices for the Provider's services do not include the cost of transport (hereinafter referred to as "Transport Fee"), which is determined on the basis of the Provider's contracted carriers' quotations and subsequently included in the invoices issued by the Provider. The Client acknowledges that the amount of the Transport Fee may change at any time and the Provider does not guarantee it, but only communicates the current amount to the Client.

7. The Client is obliged to pay the Provider for the Transport Fee the amount corresponding to the destination, weight, number of goods transported and the chosen contractual carrier. The Freight Charge shall also include any extra costs associated with customs clearance in the case of shipment to countries outside the European Union. Such extra costs include, for example, customs duties, U.S. FDA notification fees invoiced by the selected contract carrier, and any other unexpected surcharges.

8. The Provider shall invoice its rewards to the Client for each calendar month, always on the 1st day of the calendar month following the month for which the reward is due. The Provider shall issue and send the Client an invoice electronically, which shall include a summary of all Unit(s) and Boxes prepared for the month, the Transport Fee and any other services provided.

9. If in any calendar month the Provider's reward, including the Transport Fee, exceeds the amount of EUR 5,000, the Provider is entitled to issue an invoice immediately, even repeatedly during the same month, whenever the said limit amount is exceeded.

10. All invoices are due for payment 7 calendar days from the date of delivery of any invoice to the Client, unless the invoice specifies a longer due date.

11. If the Client fails to pay an invoice in full no later than the third day after its due date, the Provider shall be entitled to suspend the performance of its obligations to the Client with immediate effect and without any penalty until the date on which all outstanding invoices issued by the Provider have been paid in full. In addition, during the period of the Client's default in payment of invoices, the Provider shall be entitled to withhold, as security for its claims against the Client, all goods of the Client that will be or become available to the Provider.

12. Unless otherwise agreed, either party shall be entitled to terminate the service contract, whereby the notice period shall be 1 month and shall commence on the 1st day of the month following the month in which the notice is delivered to the other party. In the case of a one-off or time-limited provision of services, the contract shall be terminated on the date of provision of the service or on an agreed date.

13. The Provider shall furthermore withdraw from the contract for the provision of services if the Client violates the obligations set out for him in these GTC. The withdrawal shall be effective on the day following its delivery to the Client.

14. The Provider and the Client are obliged to conduct their activities honestly, diligently, in mutual cooperation, with professional care and in accordance with generally binding legal regulations. The Provider undertakes to respect the interests of the Client and to follow the Client's instructions, unless they are in conflict with the law.

15. The Provider may only deviate from the Client's instructions if this is necessary to protect the Client's interests and only if the Client's consent cannot be obtained in time. If the Provider receives an obviously incorrect instruction from the Client, the Provider shall draw the Client's attention to it and shall execute such instruction only if the Client insists on it despite the said notice.

16. The Provider and the Client shall use the Slack application for all mutual communication, through which the Client shall be kept informed in particular of the dispatch and delivery of goods or of any problems or complications in any way related to the provision of the Services.

17. The Client acknowledges that it is obliged to inform the Provider by filling in the information system about the goods it sends to the Provider. In particular, the Client is obliged to indicate the exact description of the goods, the product name, EAN, ASIN, SKU, order number, the number of ordered items and the number of Units that are intended for subsequent transport to the warehouses of the Amazon.com online store and its local mutations. If the goods are to be shipped to a country outside the European Union, the Client is also obliged to mark the commodity codes of the goods and the price of 1 Unit in the currency of Euro. The Client acknowledges that this information is crucial for the Provider and is therefore entitled not to ship the goods until this information is properly completed.

18. If the Provider discovers an obstacle in the performance of its obligations that prevents the proper performance of its activities in the agreed manner, including an obstacle consisting in insufficient cooperation of the Client, it shall immediately notify the Client and agree with the Client on the removal of such obstacle. In particular, the Provider has the right to request additional accompanying documents (e.g. safety data sheet) necessary for the performance of the service.

19. The Client acknowledges that its goods are insured in the Provider's warehouses only against natural disasters, against loss and against damage caused by the Provider. The specific scope of insurance is specified on the Website.

20. The Client acknowledges that the Provider will not perform services for prohibited goods, which means:

    1. commodities listed as dangerous goods in the ADR Convention (relating to the international carriage of dangerous goods by road), unless the Client has an exemption from that ADR category of goods and agrees with the Provider individually to provide services for such goods,
    2. perishable, infectious or odorous goods,
    3. counterfeit products,
    4. human and animal remains,
    5. live animals and plants,
    6. illegal substances and medicines,
    7. musical instruments without a hard case,
    8. thermally unstable goods requiring temperature control,
    9. containers of liquids shipped with other contents,
    10. personal documents, passports, identity cards, driving licences,
    11. ammunition, firearms, explosives, fireworks and similar weapons,
    12. furs, animal skins (from other than domesticated animals), ivory
    13. goods of a personal nature,
    14. goods of high value, which shall include in particular cash, precious metals, art and antiques, collections, securities, credit or debit cards, drawn lottery tickets, genuine pearls, precious stones, jewellery,
    15. goods or parcels the sending of which is prohibited by any applicable law (for example, because of their content, intended recipient or the country from/to which they are to be sent). Applicable legislation includes all laws, sub-legislation (e.g. decrees, regulations or measures) which may impose a sanction, as well as any trade restrictions and economic sanctions against countries, persons or entities (e.g. embargoes), including measures imposed by the United Nations, the European Union and the Member States of the European Union.

21. The Provider shall not be liable in any way in the event that the Client's goods are found to be prohibited (see above) or their sale is prohibited in the country of destination, nor for situations where the Client's goods are not properly delivered due to incorrect information provided to them.

22. If the Client fails to fulfil its obligations, the Provider shall not be liable for any deficiency or incomplete provision of services.

23. Both the Client and the Provider undertake to take such measures in the processing of personal data as to prevent unauthorised or accidental access to, unauthorised use, alteration, loss or destruction of, unauthorised processing, transfer, misuse or other unlawful disposal of personal data.

24. Both the Client and the Provider declare that they are aware of the obligation to maintain confidentiality of personal data disclosed to them and undertake not to disclose personal data to persons for whom it is not necessary for the purpose of fulfilling legal or contractual obligations, to use tools that ensure the secure handling of personal data. In the event that an individual requests the Client or the Provider to destroy personal data, they shall do so without delay, i.e. destroy the requested personal data, provided that this procedure is in accordance with the applicable law and the contractual arrangement.

25. Both the Client and the Provider are obliged to maintain confidentiality of all facts, the dissemination or misuse of which could damage the reputation of either of them and thus cause them material or non-material damage.

26. The obligation of confidentiality applies to confidential information, which is considered non-public information that the Client or the Provider learns or discloses to each other during the entire duration of the mutual cooperation, and either of them is considered confidential, regardless of the form of its expression.

27. In particular, information fulfilling the characteristics of a trade secret pursuant to Section 504 of the Civil Code, non-public information about customers or business partners of the parties and about the Client's margin or the Provider's costs shall be considered confidential information even without express designation, non-public data on the financial and economic situation and the state of their assets, non-public data on the methods of offering the Client's goods, security codes and passwords, information and data provided by the Client's customers to the Provider in the course of business or to which the Client has granted the Provider access and which are at the same time subject to confidentiality on the part of the Client.

28. Information that is publicly available, is commonly known in business circles, has not been expressly marked as such by the Client or the Provider, was known to either of them prior to the conclusion of the Service Agreement, is required by law to be disclosed, or is not protected as confidential may not be marked and treated as confidential.

29. The obligation of confidentiality does not apply to the Client's confidential information provided by the Provider to third parties with the Client's express consent, to cooperating persons, if such person is also bound by the obligation of confidentiality, at least to the same extent as the Provider, or by the legal obligation of confidentiality, to third parties to whom such information is already known before it is provided to the Provider, or to public authorities by law.

30. Both the Client and the Provider are obliged to make every effort to protect confidential information from leakage or loss due to breach of their duty of confidentiality, theft or breach of confidentiality by third parties.

31. The Client and the Provider undertake not to use the information subject to confidentiality under this Agreement, either for personal use or for personal gain, in a manner that could cause harm to either of them or their business partners, customers or employees.

32. Notwithstanding the foregoing, the Provider shall be entitled, during the term of this Agreement and after its termination, to publicly disclose, particularly for self-promotional purposes, that they are providing services to the Customer under this Agreement.

33. If a dispute arises between the Provider and the Client, the Provider shall first attempt to resolve it by mutual agreement and in an amicable manner with the aim of maintaining good business relations.

34. All disputes arising out of or in connection with this Agreement shall be finally and finally settled before the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators in accordance with its rules.

35. The decision of the Arbitration court shall be final and binding on both parties.

36. Relations arising from this contract shall be governed by Czech law, in particular the provisions of Act No. 89/2012 Coll., the Civil Code.

37. Both the Client and the Provider are not entitled to assign to third parties claims arising from mutual business relations within the meaning of Section 1881 of the Civil Code. Furthermore, these receivables cannot be pledged or otherwise encumbered by third party rights without the consent of the obligated party (debtor).

38. All documents shall be deemed to have been delivered no later than on the third day after the date of their submission as registered mail for postal delivery, or on the seventh day if delivery is made outside the Czech Republic.

39. The Provider is entitled to unilaterally change these GTC and price lists of its services at any time by simply publishing them on the Website or in any other way, without being obliged to inform anyone about such change.

40. If any provision of the GTC or part thereof is deemed or declared invalid, it shall be disregarded. However, this shall not affect the validity of all other provisions of the TOU.

41. These GTC were issued on 24.10.2023 and are valid and effective from the same date.