Business-to-Business Terms and Conditions — Wholesale and Trade

Effective date: Upon publication and incorporation into applicable future orders. These terms apply exclusively to customers buying in the course of a business, trade, profession or resale activity ("Business Customer"). The seller is Plant Coma s.r.o., IČO 04695275, VAT ID CZ04695275, registered office Michelská 1594/9a, 141 00 Prague 4, Czech Republic, trading as PlantScraper ("PlantScraper", "we", "us"). Contact: hello@plantscraper.com; telephone +420 705 932 574. B2C consumer-protection provisions do not apply to genuinely business purchases except where mandatory law provides otherwise.

1. Approval and access

Trade accounts and pricing are available only to approved businesses. We may request legal business registration, billing details, valid identification or VAT verification before granting access. We may reject a trade application, change access levels, suspend wholesale privileges or revoke access for legitimate commercial, risk-management or compliance reasons. Access is personal to the approved business; account credentials must be kept confidential.

2. Contract and order formation

Orders may be submitted through the designated B2B shop, accepted quotations, email or other expressly approved channels. A contract forms when we accept an order in writing, issue an express order acceptance or dispatch goods, whichever first constitutes clear acceptance in the applicable circumstances. An automatically generated acknowledgement identified as receipt only is not acceptance. Custom written quotations or expressly agreed account-specific conditions prevail over conflicting general terms to the extent stated.

Accepted B2B orders are binding. Business Customers have no voluntary right to cancel or return correctly supplied products, except by our prior written agreement or where a mandatory statutory right applies. Changes requested after submission may be refused or made subject to reasonable documented costs.

3. Minimum order and prices

The standard minimum wholesale order value is €250, excluding shipping. Wholesale prices are those applicable to the approved account, selected products, quantities and offer at the time of acceptance. Quantity-based tiers and B2B discounts are shown where available and cannot be combined with B2C influencer codes or retail promotions unless expressly stated.

Any obvious pricing or technical error, erroneous discount, or incorrectly displayed availability may be corrected or declined before contract acceptance, and any amount already collected for an unaccepted order will be returned. Following acceptance, contractual changes require an applicable legal basis or agreement.

4. VAT and invoicing

Trade prices may be displayed excluding VAT. Actual VAT treatment depends on the customer’s location, transaction and verifiable VAT status, including VIES verification where applicable. Before placing a binding order, each affected customer without a valid VIES VAT number or for whom VAT must otherwise be added will be told that VAT is payable and informed of the applicable calculation and total cost. Any manual tax adjustment will be documented and must reflect the pre-agreed price and applicable law; it must not be an unexpected post-contract surcharge.

Business Customers must provide accurate invoicing and VAT details and notify us if their VAT status changes. An invoice is issued in accordance with applicable tax requirements.

5. Payment and late payment

Unless expressly approved in writing for an individual account, payment is due in full in advance using a method made available or specified for that order. Any trade credit period, credit limit, deposit requirement or staged payment is an individual agreement and may be withdrawn for future orders.

For overdue undisputed business debts, we may charge statutory commercial late-payment interest and statutory recovery compensation or reasonably recoverable collection costs where permitted. We may suspend future dispatches, revoke credit facilities, request advance payment, or exercise other lawful remedies if payment is overdue or credit risk materially changes.

6. Shipping charges, preparation and collection

For standard qualifying B2B parcel orders, the shipping charge is €19.95 for an order value from €250 up to and including €500. Orders above €500 qualify for free standard shipping. Special pallet, oversized, export, multi-destination or customer-arranged freight may be subject to an individually disclosed quotation accepted in advance.

Standard B2B order preparation targets 1–3 business days, excluding weekends and Czech public holidays. This is an operational target, not a guaranteed dispatch deadline. Large-volume orders, sourcing, production and peak demand may require longer; if time is critical, the Business Customer should obtain express written confirmation of a required delivery date before purchase. We remain subject to any agreed firm deadline and applicable mandatory rules.

Carrier selection is generally at our discretion, including PPL/DHL, GLS or specialist pallet operators. Collection or pickup by the buyer or their nominated courier must be agreed in advance with a date and time.

7. Risk, transport and insurance

Except where mandatory law or expressly agreed delivery terms require otherwise, risk of accidental loss or damage in B2B sales transfers to the Business Customer when goods are handed to the first carrier or the buyer’s nominated carrier for dispatch, or at agreed collection. Title and risk are separate. Business Customers should arrange appropriate insurance where needed and cooperate promptly in carrier investigations.

Any exceptional supply outside our standard EU delivery area requires an individual written agreement specifying delivery terms, export formalities and who is responsible for customs clearance, import duties, taxes, permits and compliance with destination-country law. No country or export delivery is promised without that agreement.

8. Delivery inspection and complaints

The Business Customer must check shipments without undue delay and notify obvious transport damage, shortage, incorrect items or visible defects within seven calendar days after receipt, providing available photographs and order details. This notice period is an agreed commercial inspection requirement for obvious issues and does not override any non-excludable legal right concerning hidden defects.

Hidden defects must be reported promptly after discovery and within applicable contractual or statutory periods. We may reasonably require inspection of relevant goods before accepting a claim. To the extent legally permitted, we determine whether justified B2B non-conformity is remedied by repair, component replacement, replacement goods, price reduction or credit; the customer must not perform repairs at our cost or dispose of affected goods without written authorisation, except where necessary to mitigate harm.

The Business Customer remains directly responsible for obligations owed to its own consumers and downstream customers. These terms do not confer authority to promise commercial warranties, additional remedies or guarantees on PlantScraper’s behalf.

9. Title to goods

To the extent allowed by applicable law, ownership of supplied goods remains with Plant Coma s.r.o. until full payment of all amounts due for those goods has been received. Risk transfers as stated above notwithstanding any retention of title. The Business Customer must preserve identifying information and cooperate in lawful recovery of unpaid goods.

10. Reseller brand and image licence

Approved, actively purchasing Business Customers receive a limited, non-exclusive, non-transferable, revocable permission to use original promotional photographs and videos made available by PlantScraper or published through its official channels, solely to market and resell genuine PlantScraper products purchased from us or an approved authorised supply chain on the customer’s own business website or physical store. Ownership of all such materials, names and marks remains with the respective rights holders.

Advertising PlantScraper products on online marketplaces using our promotional images or videos requires our prior written approval. The same approval is required before granting any downstream distributor, reseller, affiliate or commercial partner permission to use our media; a Business Customer cannot sublicence the materials without our consent. These media rules regulate intellectual-property permissions, not lawful resale prices or other conduct protected by competition law.

Images must be used accurately, without implying endorsement, altering product identity, misrepresenting provenance, obscuring our branding or presenting another supplier’s product as a genuine PlantScraper product. We may withdraw a media permission for legitimate rights-protection or misuse reasons, subject to mandatory law and any agreed notice.

11. Inactivity and specific contractual penalties

The licence described above expires after a continuous period of more than 12 months without a qualifying direct purchase from PlantScraper, unless renewed in writing. Before seeking the contractual penalty for continued use after inactivity, we will send a friendly written notice explaining the issue and allow three working days after receipt of that notice to remove the relevant materials or obtain written authorisation. If the breach continues after that cure period, a contractual penalty of €3,000 applies, subject to applicable law.

Subject to enforceability and any mandatory legal restrictions, use of our promotional images or videos on an online marketplace without the prior written approval required above carries a contractual penalty of €5,000 per separately established breach. Advertising a product sourced from another provider using PlantScraper’s promotional imagery in a way that identifies it as, or suggests it is, the corresponding genuine PlantScraper product carries a contractual penalty of €10,000 per separately established breach.

The obligations to cease infringing use, remove materials and respect intellectual-property rights remain in force irrespective of whether a penalty is payable. Any right to further damages is reserved only to the extent enforceable and consistently with Czech Civil Code section 2050 and other applicable law. The Business Customer acknowledges that the purpose of these clauses is to protect genuine product identity and commercial media investments. Courts may review and reduce disproportionate penalties under applicable law.

12. Limitation of liability

To the fullest extent permitted by mandatory law, we are not liable to Business Customers for speculative lost profits, lost business opportunity, indirect or consequential economic losses arising solely from ordinary contract non-performance. For other liability that may lawfully be limited, aggregate contractual liability is capped at the net price actually paid for the affected order or affected goods, as appropriate. This limitation does not apply to deliberate or grossly negligent harm, injury to natural rights, product-safety obligations or liability that cannot validly be limited in advance.

13. Product use, safety and marketing

Products are supplied for their described ornamental horticultural purposes. The Business Customer must provide its customers with relevant safety, assembly and product-use information, observe applicable rules for selling or advertising such products, and must not issue unsubstantiated environmental, medical, origin or performance claims in the PlantScraper name. Product modifications, repackaging or relabelling are undertaken at the Business Customer’s own responsibility except where expressly agreed.

14. Confidentiality and intellectual property

Account-specific trade prices, non-public quotations, commercial documentation and access credentials are confidential unless disclosure is required by law or agreed. No intellectual-property rights are assigned through product purchase or account access. Nothing in these terms restricts lawful competition, legitimate use of publicly available factual information or mandatory rights.

15. Law, courts, amendments and priority

Czech law governs business contracts, excluding choice-of-law principles to the extent legally possible. Subject to mandatory law, courts competent for the seller’s registered office in Prague shall have jurisdiction over B2B contractual disputes. Any specific accepted written agreement, delivery quotation or payment term prevails over these general terms to the extent of a direct conflict.

Updated versions apply prospectively to new business orders only after the revised terms have been properly brought to the Business Customer’s attention and incorporated into the relevant contract. Publication on a website by itself does not retrospectively bind customers to new obligations or penalties.

16. Contract language

English is the governing language of these B2B terms and their interpretation unless we expressly agree another governing language in writing or mandatory law requires otherwise.