1. Scope and application
These General Terms and Conditions (the "GTC") govern all sales of Retrivo products by 21dcs spol s r.o. ("Retrivo", "we", "us", the "Seller") to business customers who purchase for the purpose of resale (the "Dealer"). They apply to the current order and to all future orders within the business relationship.
These GTC apply exclusively. Any conflicting, deviating or supplementary terms of the Dealer do not apply unless we have expressly agreed to them in writing. Their application is rejected even if we carry out a delivery without reservation while aware of them.
2. Formation of the contract
The Dealer places orders through the Retrivo dealer area / web shop, per e-mail (office@retrivo.app) or by another agreed channel.
A contract is formed when we issue an order confirmation or dispatch the goods, whichever is earlier.
By placing an order and confirming acceptance of these GTC (for example, by ticking the acceptance box), the Dealer agrees that these GTC govern the order. No separately signed agreement is required.
3. Products
The products are Retrivo QR-code label kits (a standard set comprising 17 QR-code labels) and related items as listed in our current product information. We may make reasonable changes to specifications that do not materially impair the agreed purpose.
4. Prices and quantity tiers
Prices are set out in our current price list and are identical for all Dealers.
Quantity tiers apply at 24, 48 and 96 units as stated in the price list.
Prices are net amounts and exclude VAT, which is added where applicable. Delivery is on a free-house (Freihaus) basis as stated in the price list.
For intra-EU cross-border supplies to a Dealer with a valid VAT identification number, the reverse-charge mechanism applies and the Dealer is responsible for accounting for VAT. We verify VAT identification numbers; supplies within the Czech Republic carry Czech VAT.
5. Payment
Payment is by bank transfer only. We do not accept card payment.
The first order of a new Dealer is payable in advance against a proforma invoice. Subsequent orders are invoiced with payment due within 14 days of the invoice date, unless otherwise agreed in writing.
The Dealer must state the invoice number as the payment reference (variable symbol).
On late payment, statutory default interest applies, and we may withhold or suspend further deliveries until outstanding amounts are settled.
6. Delivery, shipping and passing of risk
Delivery is made via Zásilkovna/Packeta or an equivalent carrier.
Stated delivery dates are indicative unless expressly agreed as binding.
Risk passes to the Dealer on handover of the goods to the carrier. Partial deliveries are permitted to a reasonable extent.
7. Retention of title
The goods remain our property until full payment of all amounts due under the relevant order. The Dealer may resell the goods in the ordinary course of business; as security, the Dealer assigns to us, until full payment, the claims arising from such resale against its own customers. The Dealer must inform us on request of the goods subject to retention of title.
8. Resale, recommended price and the Dealer's own obligations
The Dealer resells the products in its own name and for its own account. The Dealer is not our agent and may not present itself as such.
The recommended retail price of €24.99 per standard set is a non-binding recommendation. The Dealer sets its own resale prices.
The Dealer is solely responsible for all obligations towards its own customers, including consumer information, the statutory right of withdrawal, delivery, returns and statutory warranty for the goods. Retrivo is not a party to the Dealer's sales to end customers.
9. Inspection and notice of defects
The Dealer must inspect the goods on receipt and notify us in writing of any obvious defects without undue delay and of any hidden defects promptly after discovery. If the Dealer fails to give timely notice, the goods are deemed approved and accepted, to the extent permitted by law.
10. Warranty
We warrant that the labels substantially conform to the agreed specification at the passing of risk. In the case of a defect for which we are responsible, we will, at our choice, replace the defective goods or issue a credit. Further warranty claims are excluded to the extent permitted by law. This clause does not affect the Dealer's mandatory statutory remedies as a business buyer.
11. Liability
We are liable without limitation for damage caused by intent or gross negligence and for damage arising from injury to life, body or health, as well as under mandatory product-liability law. In the case of slight negligence, we are liable only for the breach of an essential contractual obligation, and such liability is limited to the foreseeable damage typical for this type of contract. Any further liability — in particular for indirect or consequential loss, loss of profit or business interruption — is excluded to the extent permitted by law.
12. Intellectual property and use of the brand
The Dealer receives a limited, non-exclusive, non-transferable and revocable right to use the Retrivo name, logo and product images solely to market and resell the products. The Dealer may not modify the marks or use them in a misleading manner. These rights end automatically on termination of the business relationship.
13. Data protection
Each party complies with applicable data-protection law (GDPR). We process the Dealer's business contact data to perform and administer the business relationship. Further information is set out in our privacy notice.
14. Term and termination
The business relationship is open-ended. Either party may terminate it for convenience on 30 days' written notice.
Either party may terminate immediately for good cause, including material breach, repeated late payment, insolvency, or misuse of intellectual-property rights.
Termination does not affect orders already confirmed, which remain governed by these GTC.
15. Changes to these GTC
We may amend these GTC. The amended version applies to orders placed after the Dealer has been notified of, or has had the opportunity to take note of, the new version. The current version is always available in the Retrivo dealer area.
16. Governing law and jurisdiction
These GTC and all contracts based on them are governed by the law of the Czech Republic, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes is Prague / the Seller's registered seat, to the extent legally permitted.
17. Severability
If any provision of these GTC is or becomes invalid or unenforceable, the validity of the remaining provisions is not affected. The invalid provision is replaced by a valid provision that comes closest to its commercial intent.
18. Final provisions
Amendments and supplements must be in writing; there are no oral side agreements.
These GTC have been prepared in Czech. Where versions in other languages are provided, the Czech version shall prevail for interpretation in the event of any discrepancy.
Prague, June 29, 2026