Terms and Conditions of Kyosun

1. Introductory Provisions

1.1 These Terms and Conditions (“TC”) of Kyosun s.r.o., ID No.: 24727890, with its registered office at Trmická 836/1, Prosek, 190 00 Prague 9, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File 169303 (the “Seller”), govern, in accordance with Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (the “Civil Code”), the mutual rights and obligations arising in connection with or on the basis of a purchase contract (the “Purchase Contract”) concluded between the Seller and another self-employed natural person or legal entity (the “Buyer”).

1.2 Provisions deviating from these TC may be agreed individually in writing when concluding the Purchase Contract. Any such deviations agreed in the Purchase Contract take precedence over these TC. These TC form an integral part of the Purchase Contract.

1.3 The Seller may unilaterally change or supplement these TC at any time.

2. Conclusion of the Purchase Contract

2.1 The subject of the Purchase Contract is the delivery of goods offered by the Seller (the “Goods”) against payment of the agreed price by the Buyer.

(a) The Buyer may order the Goods only via e-mail info@kyosun.com or via the e-shop www.matchab2b.com (the “Order”). The Seller may reject any Order not placed in accordance with these TC. If obligations under Act No. 395/2009 Coll. (“ZVTS”) apply to the Buyer in contracting with the Seller, the Buyer undertakes to comply with them and the Seller will provide reasonable cooperation.

2.2 When placing an Order, the Buyer must provide true and accurate information. The Seller reserves the right to request verification of the data and, for large-volume Orders, may require proof of liability insurance.

2.3 The Purchase Contract is concluded when the Seller accepts the Order in writing (a confirmation e-mail is sufficient). Only matters agreed in writing and these TC form part of the Purchase Contract.

2.4 The Buyer agrees to the use of remote means of communication; any related costs are borne by the Buyer.

2.5 If the Seller does not accept the Order within 3 business days, the Order expires.

2.6 Any change, cancellation or suspension of the Purchase Contract is possible only with the Seller’s prior written consent.

2.7 The Seller is not obliged to conclude a Purchase Contract, especially if the Buyer has previously breached its obligations or is in default. Section 1732(2) of the Civil Code does not apply.

3. Price of Goods and Payment Terms

3.1 The price is stated in the Purchase Contract. The Seller is a VAT payer.

3.2 The Buyer shall pay the price by bank transfer according to the proforma invoice. Delivery of the Goods takes place only after full payment.

3.3 The due date is at least 5 days; where ZVTS applies, a maximum of 30 days. In case of default, late-payment interest of 1.5% per month applies.

3.4 The final invoice is issued only after full payment.

3.5 If there is a significant change in input costs (> 30 days from conclusion to dispatch), the Seller may adjust the price; the Buyer has the right to withdraw within 3 days.

4. Transport and Delivery of Goods

4.1 Transport is as agreed. If arranged at the Buyer’s request, the Buyer bears the risk and any additional costs.

4.2 The Seller does not guarantee a specific delivery date. The Seller is not liable for delays beyond its control (transport, force majeure, Buyer’s lack of cooperation).

4.3 The Goods are deemed delivered to the Buyer or to the first carrier for delivery to the Buyer. At that moment, title and risk pass to the Buyer.

4.4 If the Buyer fails to take delivery, storage fees of CZK 200 per pallet space per day apply.

4.5 In case of repeated delivery, the Buyer bears additional costs.

4.6 Upon receipt, the Buyer must check the packaging and report any defects to the carrier.

4.7 The Seller may suspend performance if any of the Buyer’s obligations are overdue.

4.8 In exceptional cases, the Seller may refuse to deliver the Order (e.g., obvious error, sold-out item). In such a case, the price will be refunded; claims for damages are excluded.

5. Rights from Defective Performance and Quality Warranty

5.1 Each batch is laboratory tested (heavy metals, pesticides, molds). Test reports are available on request for information only.

5.2 Defects must be claimed within 5 calendar days of receipt. After this period, claims expire. Sensory properties (color, taste, aroma) cannot be claimed.

5.3 Complaints can be submitted by e-mail to info@kyosun.com.

5.4 The Seller is not liable for indirect or consequential damages, nor for defects caused by improper storage.

5.5 The Buyer is responsible for ensuring that all graphic materials comply with the law of the destination country. The Seller is not liable for errors not identified by the Buyer during approval.

5.6 The Seller is not liable for third-party losses. The Buyer must ensure the Goods are used in compliance with applicable law.

5.7 The Seller’s total liability is limited to the amount of the price paid.

6. Protection of Relationships with Suppliers

6.1 For 60 months, the Buyer undertakes not to purchase the Goods directly from the Seller’s suppliers involved in the performance, without the Seller’s prior written consent.

6.2 This provision protects the Seller’s investments and know-how.

6.3 Breach = contractual penalty of CZK 500,000 for each breach.

7. Termination of the Purchase Contract

7.1 The Contract terminates upon fulfillment of obligations.

7.2 Termination is possible only for reasons set out in these TC.

7.3 The Seller may withdraw if the Buyer breaches obligations (non-payment, failure to take delivery, deterioration of financial situation, insolvency, force majeure > 30 days, failure to provide insurance).

7.4 The Buyer may withdraw only in case of a material breach by the Seller not remedied within 30 days after notice. The Buyer has no right to withdraw for made-to-measure Goods or where the packaging was broken for health/hygiene reasons.

7.5 Withdrawal must be in writing (by e-mail or post). It takes effect upon delivery to the other party.

7.6 Withdrawal applies only to the unfulfilled part of the Contract.

7.7 The Seller is entitled to reimbursement of incurred costs, damages, and storage fees.

7.8 The Buyer must return the Goods within 14 days. Funds are refunded only after the Goods are received.

7.9 The Buyer is liable for any decrease in the value of the Goods.

7.10 Obligations under Articles 6 and 8 survive termination.

8. Confidentiality and Personal Data Protection

8.1 The Buyer must keep confidential information secret for at least 10 years after termination. Breach = contractual penalty of CZK 250,000.

8.2 The Seller processes personal data in accordance with GDPR and Czech law. Data include those provided when concluding the Contract and during communications.

9. Final Provisions

9.1 These TC and the Purchase Contract are governed by Czech law; the Vienna Convention is excluded.

9.2 Disputes shall be resolved by the courts of the Czech Republic according to the Seller’s registered office.

9.3 The parties exclude Sections 1799 and 1800 of the Civil Code. The Buyer confirms that it has acquainted itself with these TC.

9.4 The Buyer acknowledges assuming the risk of a change in circumstances (Section 1765(2) of the Civil Code).

9.5 The invalidity of any provision does not affect the validity of the remaining provisions.

9.6 Section 557 of the Civil Code is excluded (both parties act as entrepreneurs).

9.7 Any changes or termination must be in writing (including e-mail).

9.8 The Buyer may not assign rights or transfer obligations without the Seller’s consent.

9.9 Seller’s contacts:
Tel.: +420 773 08 2222
E-mail: info@kyosun.com
Web: www.kyosun.com

The parties expressly confirm that they have familiarized themselves with these TC, agree to them, and consider them an integral part of the Purchase Contract.

Prague, 1 September 2025