Terms of Cooperation
Effective date: 1 June 2025
1. General Provisions
These Terms of Cooperation govern the business relationship between Kotendzhy s.r.o., a company registered in the Czech Republic ("Supplier", "we", "us"), and our B2B trading partners ("Buyer", "Partner", "you"). By placing an order, requesting a quotation or entering into any commercial agreement with us, you acknowledge that you have read, understood and agree to be bound by these Terms.
2. Scope of Cooperation
Kotendzhy s.r.o. specializes in:
- Wholesale distribution of beverages (beer, spirits, soft drinks, water, energy drinks, wine, champagne)
- FMCG product trading and distribution
- Import and export operations within the European Union and internationally
- Logistics and supply chain management (FTL, pallet, groupage)
- Export documentation and customs support
3. Orders and Quotations
- All orders must be placed in writing via email or through our official business channels.
- Quotations are valid for the period specified in the offer. If no period is specified, the quotation is valid for 7 calendar days.
- Prices are quoted in EUR unless otherwise agreed. Prices do not include VAT, shipping, customs duties or other applicable taxes unless explicitly stated.
- We reserve the right to adjust prices in the event of significant changes in exchange rates, raw material costs, or regulatory fees.
4. Minimum Order and Payment Terms
- Minimum order quantities (MOQ) are specified per product category and brand in the quotation.
- Payment terms are agreed per contract. Standard terms are advance payment or confirmed letter of credit for new partners; established partners may be eligible for deferred payment terms subject to credit approval.
- Accepted payment methods: bank transfer (SWIFT/SEPA), confirmed irrevocable letter of credit.
- All bank charges outside the Czech Republic are borne by the Buyer.
- In case of delayed payment, we reserve the right to charge statutory interest and suspend further deliveries.
5. Delivery and Logistics
- Delivery terms are governed by Incoterms® 2020 as specified in the order confirmation (typically EXW, FOB, CIF or DAP).
- Delivery times are estimates and commence upon confirmation of order and receipt of payment (if applicable). We are not liable for delays caused by force majeure or third-party logistics providers.
- Transport modes include road (FTL, LTL, pallet), sea freight and air freight, as agreed per shipment.
- Risk transfers in accordance with the agreed Incoterms.
- The Buyer must inspect goods upon delivery and report visible defects or shortages within 24 hours. Hidden defects must be reported within 7 days of delivery.
6. Product Quality and Compliance
- All products are sourced from authorized manufacturers and official distributors.
- Products are supplied with original packaging, labels, certificates and documentation as required by EU and destination country regulations.
- The Buyer is responsible for ensuring that imported products comply with the laws and regulations of the destination country.
- Alcoholic beverages are supplied in compliance with EU excise duty regulations. Export outside the EU may require additional permits.
7. Documentation
We provide the following export documentation as standard:
- Commercial invoice and packing list
- Certificate of origin (EUR.1 or movement certificate, where applicable)
- Customs export declaration (EX1) and transit document (T1) for non-EU shipments
- Excise movement and accompanying documents (e-AD, SAAD) for alcoholic beverages
- Quality and compliance certificates upon request
Additional documentation may be arranged upon request and may incur extra fees.
8. Returns and Claims
- Returns are only accepted for defective or non-conforming goods, subject to verification.
- Claims must be submitted in writing with supporting evidence (photos, batch numbers, delivery documents).
- Perishable goods (beverages with expiration dates) must be claimed before the expiration date.
- We reserve the right to inspect claimed goods before authorizing a return, refund or replacement.
9. Confidentiality
Both parties agree to keep all commercial information, pricing, supplier details and business data confidential. This obligation survives the termination of the business relationship for a period of 3 years.
10. Force Majeure
Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including but not limited to: war, natural disasters, pandemics, government restrictions, supplier shortages, transport disruptions and acts of regulatory authorities affecting import/export operations.
11. Governing Law and Dispute Resolution
- These Terms are governed by the laws of the Czech Republic.
- Any disputes shall first be attempted to be resolved through good-faith negotiations.
- If negotiations fail, disputes shall be submitted to the courts of the Czech Republic.
- For international partners, arbitration under the ICC Rules in Prague may be agreed upon in writing.
12. Amendments
We reserve the right to update these Terms at any time. The current version is always available on our website. Continued cooperation after changes constitutes acceptance of the updated Terms.
13. Contact
Kotendzhy s.r.o. — Email: info@kotendzhy.org — Phone: +420 602 200 930 — Website: www.kotendzhy.org
