Terms & Conditions
1. General provisions
These Terms & Conditions apply to all orders and contractual agreements placed with BHappy Brand or between BHappy Brand and buyers of products and services of BHappy Brand in cases when a person who intends to purchase products and services of BHappy Brand acts as a part of their business activities.
BHappy Brand is operated by the company Verda International s.r.o. with a registered office at Klecanska 371, 25066 Zdiby, Czech Republic, registered in the Commercial Register of Municipal Court in Prague, Section C, Inlay 130028, Company ID: 28166353, and VAT Number CZ28166353 (hereinafter referred to as "Seller"). In these Terms & Conditions, the terms "we", "us" and "our" refer to Verda International s.r.o., while "you" or "your" refer to the user, client, or prospect.
By accessing and using our website, including all information, tools and services available from Verda International, you agree to be bound by these Terms & Conditions. These terms apply to all visitors, users, and others who access or use Verda International's products and services. If you do not agree with any of these terms, you may not access our products and services.
We reserve the right to update, change, or replace any part of these Terms & Conditions at any time without prior notice. Any changes or modifications will be effective immediately upon posting on our website. You are responsible for regularly reviewing these Terms & Conditions for updates. Your continued use of our website and products and services following any changes constitutes your acceptance of those changes.
Please note that these Terms & Conditions are only available in the English language. The headings used in this agreement are for convenience only and will not limit or otherwise affect these Terms & Conditions.
Verda International grants limited permission for the prospect to use the website for personal use as long as access is provided. However, Verda International retains all rights to the website and may block or refuse access at any time. The prospect agrees not to reproduce, sell, or exploit any portion of the products, services, or website without written permission from Verda International.
2. Order process
2.1 Request for a price quotation
The Client may request a price quotation from Verda International by completing a quiz system provided by the Seller, sending an email, or in person. We review the request and prepare an "Offer," which includes products recommended based on the Client's request, design ideas, prices, and any extra fees, among other details. Prices, shipping fees, and other charges may be adjusted once all order details, including the exact quantity, are confirmed.
The Offer serves to inform the Client and is not legally binding unless otherwise stated. Verda International reserves the right to modify its offers and quotes, including pricing, at any time due to factors such as wages, product availability, raw material prices, shipping rates, or exchange rate fluctuations. Verda International strives to abide by the Offer as given but retains the right to alter items due to availability or production reasons.
Offers and price quotes do not apply to repeat orders unless the parties have expressly agreed in writing.
2.2. Offer acceptance
If the Client agrees with the Offer and price quotation, they shall confirm its acceptance by sending an email to the Seller.
Verda International reserves the right to withdraw the Offer within three days of receiving the Client's acceptance without the Client deriving any rights from it.
2.3. Payment & Sales order
Once Verda International receives the Client's acceptance, the Seller prepares and sends an advance payment invoice to the Client for immediate payment, unless different payment terms have been stipulated or granted by a salesperson. When payment is confirmed, the Offer becomes a “Sales Order”.
2.4. Artwork & production
Verda International then provides the Client with the "Artwork," a document with legal validity that displays key information for customizing the product. The Artwork includes details about the product, customization technique(s), color(s) of the logo(s), the logo(s) to be placed on the product, and explanatory pictures.
It is the Client's responsibility to review the Artwork and confirm it by emailing the Seller.
Once the payment is received, and the Client has confirmed the Artwork, Verda International starts the production process.
3. Products & services
All product orders are subject to availability. Along this line, if there are difficulties regarding the supply of products or there are no more items left in stock, we reserve the right to provide you with information on substitute products of the same or higher quality and value that you may order. If you do not wish to order the substitute products, we will reimburse any amount that you may have paid.
We have made every effort in the presentation and description of the products in order to provide you with the best possible information. However, occasionally there may be information on the Website or in the Offer that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information on the Website or in the Offer is inaccurate at any time without prior notice.
With regard to the colors, Verda International has taken great care to ensure that the colors and images of the products displayed on our website and in the Offer are as accurate as possible. However, we cannot guarantee that the colors displayed on your computer or mobile phone monitor will be completely accurate.
Verda International cannot guarantee that any products, services, information, or other materials purchased by the Client will meet the Client’s expectations, or that any errors in the service will be corrected.
4. Prices & payment terms
Price quotes and invoices may only be paid with bank transfer (SEPA) and only with the express and written agreement of Verda International may payment methods other than bank transfer be acceptable.
The Client consents to receiving invoices only electronically.
The prices listed do not include any Taxes (such as sales, value added, business or other taxes), custom fees, tolls, or any other charges imposed by any governmental or tax authority in any jurisdiction, as well as any fines, penalties, additions to taxes, and other charges related to such Taxes.
Verda International's quoted prices are in Euros or in CZK and, unless otherwise stated or agreed upon, are subject to applicable statutory VAT along with other costs, such as administration fees, taxes, and travel, shipping, or transport costs.
Unless any other agreed payment terms is granted by a sales person or mentioned in the Offer, the acceptance of Verda International’s Offer commits the Client to pay immediately the entire order amount (including taxes) before the production of the order can start. Any order is only effective after payment of the full value of the advance payment invoice, including all taxes, unless otherwise stated in that invoice. Verda International shall only be committed to its customers once this condition has been fulfilled.
If the Client has not paid the agreed amount by the last day of the payment period, they are legally in default and in breach of contract, without Verda International having to send the Client a reminder or having to send a notice of default.
In case of overdue payments, Verda International shall be entitled to charge the statutory interest rate of 11% for commercial transactions, or the maximum allowable under applicable laws, whichever is less, from the day the Client is in default, with part of a month counting as a whole month. The Client also indemnifies and holds Verda International harmless from and against any costs incurred in connection with its collection of any fees or interest properly due hereunder.
Verda International also reserves the right, in the event of late payment, to suspend the execution of all or part of its obligations. If the customer does not pay the outstanding invoices within one week after the last day of the payment period, Verda International shall terminate the Agreement and shall be entitled to claim damages for the loss suffered as a result of the wrongful termination of the Agreement by the Client.
In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the contracting party, Verda International's claims against the contracting party shall become immediately due and payable.
5. Delivery & transfer of risk
Deliveries are carried out by our delivery partners, such as PPL, DPD, UPS, DHL, Czech Post, Chronopost, Post of Slovenia, Polish Post, Austrian Post and Hermes.
Goods delivered by Verda International shall comply with the Sales Order's specifications and with the Artwork approved by the Client.
Verda International’s quoted delivery schedule represents its best estimate based on current schedules and workload. The Client is responsible for paying all charges incurred by them or on their behalf, at the prices in effect when such charges are incurred, including all shipping and handling charges.
Any delivery date(-s) is(are) approximate and subject to scheduling changes. Verda International is not liable for any loss or expense, whether by contract or tort, incurred by the Client resulting from failure to meet the estimated delivery date. Partial deliveries shall be permitted.
Title to and all risk of loss of or damage to the goods, or potential delays shall pass to and be assumed by the Client when delivered to the carrier. The Client is responsible for all transport expenses, including customs and duties, unless otherwise agreed in writing. If goods are lost or damaged in transit, Verda International will do its best to follow up with the proper carrier(s) by filling timely and proper claims against carrier(s). We cannot be held responsible in case the package was not delivered and is lost or returned to the shipper due to the absence of the recipient or the non-collection of the package at the relay point. In case a package is returned to the sender, due to additional costs incurred, the costs for a new shipment will be charged to the Client.
Verda International does not consider it its responsibility if the Client does not receive the package due to the communication of a wrong address or because they would like to change the address when the package is already in transit. Verda International considers the Client responsible.
Upon receipt of the goods from the delivery company, you are obliged to examine whether the packaging of the goods is intact and in the case of any defects, immediately notify the delivery company. By signing the delivery note, you confirm that the parcel with the goods met all conditions and requirements and that no later complaints regarding the damaged packaging of the parcel may be accepted.
With regards to customs, Verda International provides the Client the best support possible to fill the documentation and fulfill the requirements if the Client desires to export Verda International’s products to a country outside the European Union for which Verda International is not used to delivering to and to providing the documents required to do so. However, Verda International cannot be considered liable for the exports and Verda International will not pay the costs and fees associated with eventual re-shipping of the goods to these countries.
6. Return policy
6.1. This Return policy applies only to products with defects caused by faulty manufacturing, construction or material, and does not apply to normal wear and tear, damage caused by accidents, modifications, negligence or incompetent use by the contracting party, or when the cause of the defect cannot be determined.
The Client shall examine the product delivered or service provided by Verda International for any defects immediately. If the product or service does not meet the reasonable expectations of the Client, they shall notify Verda International as soon as possible, but no later than 7 days after receiving the products, with the delivery date communicated by the carrier to Verda International considered as day-zero to count the 7 days to appeal to the Return Policy. Verda International does not apply the Return Policy to any request made after 7 days from the delivery of the products. The Client shall not refuse delivery for minor defects.
If there are flaws in parts of the items, the Client shall not challenge the entire shipment, but can only request a price reduction if the flaws are reported within 7 days. The Client is not entitled to a replacement or monetary compensation.
Only requests sent to Verda International by email can be considered valid for this Return Policy. The Client will receive an email confirmation by Verda International upon receipt of the request. It is not Verda International’s responsibility if a return request sent by the Client throughout email is not received and consequently not processed by Verda International.
Verda International reserves the right to inspect the item for defects and may offer a repair, exchange or refund if the defect is reported within the specified time frame. The Client is allowed to ask for the Return Policy to be applied only one time per product.
To be eligible for return, the products must be unused, in their original packaging, with labels, optional plastic protective coverings, and any additional accessories.
Descriptions, visual illustrations, dimensions and technical details provided by Verda International are approximations and intended to describe performance rather than exact properties. Small color variations are not considered defects. Exact matching is only guaranteed if specified.
Minor deviations cannot be used as a reason for refusing payment, claiming damages, refusing products or terminating the contract.
6.2. If the Client is at fault and the entire production is incorrect, they may choose one of the following options for both the ownership of the products and compensation. The Client accepts the conditions for each option they choose.
For product ownership:
- Return all products to Verda International for their decision, which may include donating them to charity with the Client's consent. The client is responsible for all fees and costs associated with shipping the products to Verda International.
- Keep all products and use them as desired.
- Replace all products with new and customized products. The Client is responsible for all fees and costs associated with new products, customization and their shipping.
- No replacement of products.
7. Liability for defects
Verda International is not liable for any direct, indirect, incidental, special, or consequential damages, resulting from: the use or the inability to use the website, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party on the service, or any other matter relating to the website, or for the cost of procurement of substitute goods and services or resulting from any goods or services purchased or obtained, including but not limited to, damages for loss of income or sales, profits or contracts, business or management time, goodwill, use, data, or other intangibles, even if we have been advised of the possibility of such damages.
By submitting data to Verda International, the Client certifies that it has the rights to copy and reproduce the data. Additionally, the Client shall ensure that all materials submitted to Verda International do not infringe on the rights of third parties. In the event of an infringement of third-party rights, the Client must indemnify Verda International from all claims and damages and cover the costs of legal defense related to the fulfillment of the order.
8. Retention of title
Verda International maintains ownership of the goods until the Client has paid the full price along with any additional charges such as costs, interests, and penalties.
However, the Client is solely responsible for any loss, theft, or destruction of the goods, even if it occurs due to an unforeseen circumstance or force majeure, starting from the date of delivery.
In the event of non-payment, Verda International reserves the right to sell the items to a third party, and the Client is not entitled to seek reimbursement or compensation.
9. Force majeure
Verda International shall be exempt or suspended from its obligations in the event of a force majeure. Force Majeure shall include any act, event, failure to exercise, omission or accident that is beyond our reasonable control, including but not limited to:
- Strike, lockout or other forms of protest;
- Civil unrest, revolt, invasion, terrorist attack or terrorist threat, war (declared or not) or threat or preparation for war;
- Fire, explosion, storm, flood, earthquake, collapse, epidemic or any other natural disaster;
- Inability to use trains, ships, aircraft, motorized transport or other means of transport, public or private;
- Inability to use public or private telecommunication systems;
- Acts, decrees, legislation, regulations or restrictions of any government or public authority;
- Strike, failure or accident in maritime or river transport, postal transport or any other type of transport;
- Governmental or statutory restrictions, legal or regulatory modifications of marketing changes, computer failure, and any other instance independent of the will of the parties preventing the normal execution of the contractual relationship.
In such cases, Verda International is not liable for compensation or reimbursement.
Verda International reserves the right to terminate or temporarily suspend the contract, in whole or in part, without the Client being entitled to seek damages, compensation or contract termination. If the force majeure event lasts for more than 30 calendar days, both parties may terminate the agreement in writing.
10. Obligation of secrecy
The Client is obliged to maintain secrecy concerning all business, production and technical details about the Seller with real or potential material or immaterial value not commonly available in the relevant business community (hereinafter referred to as “Confidential Information”)
The Client shall not abuse Confidential Information for his benefit or for the benefit of a third party. The Client is obliged to make sure that the obligation of secrecy is also maintained by all his employees.
The Client acknowledges and agrees that the website and other materials provided by Verda International contain proprietary information (such as the images of offered goods, text, graphics, digital downloads, data compilations) are protected applicable intellectual property and other laws (including, without limitation, copyrights, trademarks, service marks and patents).
The purchase of an item by Verda International does not mean the transfer of intellectual property rights within, unless otherwise specified in writing. All design, models, sketches, creations and similar products made by Verda International are the sole property of Verda International and are not allowed to be used or reproduced without written permission from Verda International.
Any use or copying of such information, content and other materials other than for the Client’s own personal, non-commercial use, without written permission from Verda International, is strictly prohibited.
11. Prohibited uses
The Clients are strictly prohibited from using the website or its content for any illegal purposes or to engage in any unlawful activity. They are also prohibited from violating any international, federal, provincial or state regulations, rules, laws, or local ordinances. Additionally, Clients may not infringe upon or violate our intellectual property rights or those of others, or engage in any behavior that is discriminatory or harmful based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability. Submission of false or misleading information, uploading or transmitting viruses or any other type of malicious code, collecting or tracking personal information of others, and spamming or phishing are all prohibited. Clients may not use the services for obscene or immoral purposes, or to interfere with the security features of the website. Violation of any of these prohibited uses may result in termination of the Clients' use of the website or services.
12. Personal information
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms & Conditions are effective unless and until terminated by either the Client or Verda International. The Client may terminate these Terms & Conditions at any time by notifying Verda International that they no longer wish to use Verda International’s Services, or when they cease using Verda International’s website.
14. Applicable law
Any dispute arising from the liability relationships between the Seller and the Client shall be submitted to the exclusive jurisdiction of the courts of the Czech Republic with competence in relation to the subject matter. Any agreement shall be governed by and construed in accordance with the laws of the Czech Republic, which shall be deemed to be the proper law hereof.
In the event that any provision of these Terms &Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms & Conditions. Such determination shall not affect the validity and enforceability of any other remaining provisions.
16. Contact Information
Questions about these Terms & Conditions should be sent to firstname.lastname@example.org.
Last updated: 1st March 2023