Terms & Conditions
These Terms & Conditions govern business cooperation, product enquiries, quotations, orders and sales between Schminka s.r.o., Horky 7, 286 01 Čáslav, Czech Republic, Company ID (IČO): 27176843, registered in the Commercial Register maintained by the Municipal Court in Prague, file No. C 102141 ("Schminka", "we", "us") and our business customers ("Customer", "you").
These Terms & Conditions are intended primarily for B2B customers, distributors, retailers, importers and other business partners.
1. Business-to-Business Cooperation
Our products and services are offered primarily to business customers acting in the course of their trade, business or profession.
Individual orders and business cooperation may be subject to additional conditions agreed between Schminka and the Customer. In the event of a conflict between these Terms & Conditions and a specific written agreement or order confirmation, the specific agreement or order confirmation shall prevail.
2. Product Information and Quotations
Information presented on our website, including product descriptions, photographs, colours, packaging and indicative prices, is provided for information purposes and does not constitute a binding offer to sell.
Prices, minimum order quantities, delivery dates, packaging options and other commercial conditions are confirmed individually for each order.
A quotation issued by Schminka becomes binding only when expressly accepted by Schminka or when the order has been confirmed in writing.
3. Orders
An order becomes binding once it has been confirmed by Schminka in writing.
The order confirmation may specify the products, quantities, prices, packaging, delivery terms, payment conditions and estimated delivery date.
Schminka reserves the right to refuse an order or propose modified conditions where this is necessary due to production capacity, availability of materials, regulatory requirements or other reasonable operational circumstances.
4. Cancellation of Orders
Once an order has been confirmed, cancellation is subject to Schminka's written approval.
If the Customer cancels a confirmed order before production or fulfilment has started, Schminka may charge the Customer for reasonable and demonstrable costs already incurred in connection with the order.
Where production, product development, testing, packaging procurement or other work has already started, the Customer may be required to reimburse the costs reasonably incurred up to the date of cancellation, including costs relating to:
raw materials and ingredients purchased for the order;
packaging and printed materials;
product development and formulation;
testing, safety assessment and documentation;
production and labour already performed;
customised products or materials that cannot reasonably be used for another customer or order.
For customised, private-label or specially developed products, cancellation conditions may be agreed separately before work begins.
5. Custom and Private Label Products
For private-label, customised or specially developed products, the Customer is responsible for providing accurate specifications, artwork, branding information and other materials required for production.
Once the Customer has approved the final formulation, artwork, packaging or other production specifications, changes may result in additional costs and may affect the delivery date.
Any costs already incurred for development, testing, packaging or production remain payable even if the Customer subsequently decides not to proceed with the order.
6. Minimum Order Quantities
Minimum order quantities ("MOQ") may apply depending on the product, packaging, formulation, colour combination and production requirements.
Where smaller quantities are possible, this will be stated in the relevant quotation or order confirmation.
For customised products, the MOQ and any development or setup costs will be agreed individually.
7. Prices and Payment
Prices are agreed individually for each business order and may depend on product type, quantity, packaging, customisation, delivery terms and other requirements.
Unless otherwise agreed in writing, invoices are payable within the payment period stated on the invoice.
Schminka may require an advance payment or deposit before starting production, particularly for customised, private-label or specially developed products.
If the Customer fails to make a payment by the agreed due date, Schminka may suspend production, delivery or further work until the outstanding amount has been paid.
Schminka is entitled to claim statutory or contractually agreed interest on late payments and, where applicable, reasonable costs associated with the recovery of overdue payments. EU rules provide for interest and recovery-cost compensation in qualifying B2B transactions.
8. Delivery
Delivery dates are estimated unless a specific delivery date has been expressly agreed in writing.
Delivery times may be affected by the availability of raw materials, packaging, production capacity, testing, regulatory requirements, transport or other circumstances beyond Schminka's reasonable control.
Any special delivery terms, including Incoterms, shall be specified in the relevant quotation or order confirmation.
9. Inspection and Claims
The Customer shall inspect the delivered products without undue delay and notify Schminka of any apparent damage, shortage or other discrepancy as soon as reasonably possible.
Any claim relating to defective or non-conforming products should include sufficient information to allow Schminka to investigate the issue, including the relevant product, batch and nature of the claim.
This section does not limit any mandatory rights or remedies available to the Customer under applicable law.
10. Product Compliance and Market Requirements
Schminka manufactures cosmetic products in accordance with applicable European cosmetic requirements.
The Customer is responsible for informing Schminka of any specific regulatory, labelling, packaging or market requirements applicable in the destination country that differ from the requirements communicated and agreed before production.
For private-label and export projects, the parties may agree separately on responsibility for regulatory documentation, product registration, translations, local labelling and other market-specific requirements.
11. Intellectual Property
All trademarks, designs, formulations, technical documentation, photographs, texts and other intellectual property belonging to Schminka remain the property of their respective owner unless otherwise agreed in writing.
For private-label projects, ownership and permitted use of customer-provided trademarks, artwork and other materials remain with the Customer.
Ownership or licensing of newly developed formulations, designs or other intellectual property may be agreed separately for individual projects.
12. Confidentiality
Both parties shall keep confidential any non-public commercial, technical or other information obtained in connection with their business cooperation.
This obligation shall not apply to information that is publicly available, was lawfully known before disclosure, or must be disclosed by law or a competent authority.
13. Force Majeure
Neither party shall be liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including natural disasters, fire, war, governmental restrictions, serious supply-chain disruption, transport interruptions, epidemics or other extraordinary events.
The affected party shall inform the other party as soon as reasonably practicable.
14. Limitation of Liability
To the extent permitted by applicable law, Schminka shall not be liable for indirect or consequential losses, loss of profit, loss of business or loss of opportunity arising from a breach of contract.
Nothing in these Terms & Conditions excludes or limits liability where such exclusion or limitation is prohibited by applicable law.
15. Changes to Products and Availability
We continuously develop and improve our products. Product specifications, colours, packaging and availability may therefore change over time.
For confirmed orders, any material changes affecting the agreed product will be communicated to the Customer and, where appropriate, agreed before implementation.
16. Applicable Law
These Terms & Conditions and individual contracts between Schminka and the Customer shall be governed by the laws of the Czech Republic, unless the parties expressly agree otherwise in writing.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent legally permitted.
17. Dispute Resolution
The parties shall first attempt to resolve any dispute arising from their business relationship through good-faith negotiation.
If the dispute cannot be resolved amicably, it shall be submitted to the competent courts of the Czech Republic, unless the parties have agreed otherwise in writing.
18. Final Provisions
If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
These Terms & Conditions may be updated from time to time. The version applicable to an individual order is the version agreed or referenced at the time the order is confirmed.
For questions regarding these Terms & Conditions, please contact:
Schminka s.r.o.
Horky 7
286 01 Čáslav
Czech Republic
Email: zina.schminka@gmail.com