TERMS AND CONDITIONS

1.1. These Terms and Conditions (hereinafter referred to as the "Terms and Conditions") of UMARUTTI s.r.o., with its registered office at Kozí 916/5, Staré Město, 110 00 Prague 1, Company Reg. No.: 41690885, entered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 3999 (hereinafter referred to as the "Seller") regulate, in accordance with the provisions of Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the mutual rights and obligations of the contracting parties arising from and in connection with a purchase agreement concerning the sale of goods (hereinafter referred to as the "Purchase Agreement") concluded between the Seller and a legal entity or natural person acting in the course of their business activities or in the course of their independent exercise of a profession when ordering goods (hereinafter referred to as the "Buyer"). These Terms and Conditions apply to all wholesale sales of goods by the Seller, including, but not limited to, sales made through the AreteApp portal (operated on the domains areteapp.cz, areteapp.eu, and other domains operated by the Seller), as well as to sales initiated or confirmed by other means of communication. The AreteApp portal is a wholesale portal intended exclusively for companies or sole traders engaged in the business of manufacturing or selling jewelry.

1.2. These Terms and Conditions do not apply to cases where the person intending to purchase goods from the Seller is a consumer within the meaning of Section 419 of the Civil Code. The Buyer expressly declares that they are purchasing goods in the course of their business activities and not as a consumer. Legal relations between the Seller and consumers are governed by special contractual arrangements and relevant consumer protection legislation.

1.3. Provisions deviating from the Terms and Conditions may be agreed upon in the Purchase Agreement only if the Purchase Agreement is concluded in writing. Deviating arrangements in a Purchase Agreement concluded in writing shall take precedence over the provisions of the Terms and Conditions. The provisions of the Terms and Conditions are an integral part of the Purchase Agreement.

1.4. The Seller may amend or supplement the wording of the Terms and Conditions. This does not affect the rights and obligations of the contracting parties that arose during the effective period of the previous version of the Terms and Conditions.

1.5. Should any provision of these Terms and Conditions or the Purchase Agreement become invalid, ineffective, or unenforceable, this shall not affect the validity, effectiveness, and enforceability of the other provisions. The contracting parties undertake to replace such an invalid, ineffective, or unenforceable provision with a new provision that best corresponds to the originally intended purpose.

2.1. The Seller focuses on the sale of polished natural diamonds, and also offers for sale Lab-grown diamonds, jewelry, products made of precious metals and precious stones (such as rubies, sapphires, and emeralds), and other goods (hereinafter referred to as "Goods").

2.2. The Seller's offer is also accessible through a web application located at the internet addresses https://areteapp.cz, https://areteapp.eu, and other domains operated by the Seller, specifically through the web interface of this application (hereinafter referred to as the "Web Interface"). The provision of Section 1732 (2) of the Civil Code shall not apply, and the information provided in the Web Interface does not constitute a proposal to conclude a Purchase Agreement, unless expressly stated otherwise.

2.3. All presentation of Goods placed in the Web Interface of the store is for informational purposes only, and the Seller is not obliged to conclude a Purchase Agreement regarding these Goods.

2.4. In the event that a specific offer is prepared for the Buyer by the Seller based on the Buyer's inquiry (hereinafter referred to as the "Specific Offer"), the Specific Offer may also be prepared by the Seller in US dollars (USD) or in EURO currency (see Art. 6.1). A Specific Offer is not a proposal by the Seller to conclude an agreement unless it is expressly designated as binding. The procedure for concluding a Purchase Agreement is regulated by Art. 4 of these Terms and Conditions.

2.5. The Buyer acknowledges and agrees that the prices of Goods displayed within the Web Interface of the store change continuously, particularly depending on the current availability of Goods, the market situation, and the current exchange rate of the Czech koruna against other currencies.

2.6. Unless expressly stated otherwise, the prices of Goods are quoted by the Seller exclusive of Value Added Tax (VAT) and without costs related to the delivery of Goods.

2.7. If a diamond has been treated or processed to alter or enhance its color by methods other than generally accepted cutting and polishing practices, this fact is stated by the Seller within the offer for sale of such a diamond.

3.1. Access to the User Account on the AreteApp portal (hereinafter referred to as the "User Account") and the use of the services of the Web Interface, including the potential whitelabel platform Diamond Studio (hereinafter collectively referred to as the "Platforms"), are governed by these Terms and Conditions and the separate document "Terms of Use of the AreteApp and Diamond Studio Platform" (hereinafter referred to as the "Platform Terms of Use"). The Buyer is obliged to familiarize themselves with the Platform Terms of Use and by accepting them upon registration or first login, the Buyer expresses their consent to their content. The Platform Terms of Use are available on the Web Interface. In the event of a conflict between these Terms and Conditions and the Platform Terms of Use in matters relating exclusively to the use of the Platforms, the Platform Terms of Use shall prevail.

3.2. The Platform Terms of Use further specify in particular:

• a) the scope and limits of the services provided and any guarantees related to the functionality and availability of the Platforms;
• b) the rights and obligations of the Seller as the operator of the Platforms and the Buyer as their user;
• c) the rules and conditions for using the Platforms, the breach of which may lead to temporary restriction or permanent unilateral cancellation of the Buyer's access to the Platforms by the Seller;
• d) the fact that access to the Platforms and their use is not an entitlement, is provided free of charge (unless expressly stated otherwise for specific premium services), and the Seller reserves the right, at its discretion, not to allow every interested party to register or use the Platforms, or to restrict or cancel access at any time in accordance with the Platform Terms of Use.

3.3. Independently of the Platform Terms of Use, for the purposes of these Terms and Conditions and the conclusion of Purchase Agreements, the following applies:

• a) When registering a User Account and during any further use of the Platforms for the purpose of ordering Goods, the Buyer is obliged to provide all required data correctly, completely, and truthfully. The Buyer is obliged to immediately update the data provided in the User Account upon any change. Data provided by the Buyer are considered correct by the Seller.
• b) Access to the User Account is secured by a username and password. The Buyer is obliged to maintain confidentiality regarding the information necessary to access their User Account and protect it from misuse by third parties.
• c) The Buyer is not authorized to allow unauthorized third parties to use the User Account. The Buyer is responsible for any orders or other actions taken through the Buyer's User Account as if they had taken them themselves. The Buyer is fully responsible for all Orders placed through their User Account, even if access to the User Account has been delegated to their employees or other authorized persons. The Buyer is obliged to ensure that all persons acting on their behalf through the User Account are familiar with these Terms and Conditions, the Platform Terms of Use, and undertake to comply with them.

3.4. The Buyer acknowledges that the availability of the Platforms may not be uninterrupted, especially with regard to necessary maintenance of the Seller's or third parties' hardware and software equipment, or due to force majeure. Details about planned maintenance and any availability restrictions are, where possible, stated in the Platform Terms of Use or announced on the Web Interface.

3.5. The Seller reserves the right to cancel the Buyer's User Account under the conditions and procedure specified in the Platform Terms of Use, especially if the Buyer breaches these Terms and Conditions, the Platform Terms of Use, or if the User Account is not used for a period longer than 24 months, or if the registered entity is not an active customer of Umarutti s.r.o. (i.e., has not made any purchase of Goods through the Platforms or by other means agreed with the Seller in the last 60 days), or if the Buyer has not provided the necessary documents and information for the Seller to fulfill its obligations arising from the AML Act (Art. 14) even after a request from the Seller.

4.1. The Buyer makes a proposal to conclude a Purchase Agreement (hereinafter referred to as the "Order") in one of the following ways:

• 4.1.1. by sending the Order via the Web Interface of the AreteApp portal (i.e., by completing and submitting the order form);
• 4.1.2. by sending the Order by electronic mail to the Seller's contact e-mail address;
• 4.1.3. via third-party communication applications (e.g., WhatsApp, Messenger), if this method of communication is accepted by the Seller;
• 4.1.4. by telephone, whereby such an Order must subsequently be confirmed in writing by the Buyer (e.g., by e-mail or via the Web Interface), unless the parties agree otherwise.

4.2. By sending the Order via the Web Interface of the AreteApp portal, the Buyer confirms that they have familiarized themselves with these Terms and Conditions, that they agree with them, and that the Order is binding and obliges the Buyer to take delivery of the ordered goods and to pay the purchase price. The Buyer acknowledges that sending an order via the web interface creates an obligation to pay.

4.3. The Buyer is responsible for the accuracy, completeness, and truthfulness of all data provided in the Order. The data provided in the order are considered correct by the Seller.

4.4. The Seller is always entitled, depending on the nature of the order (quantity of goods, amount of the purchase price, estimated transport costs), to request additional confirmation of the order from the Buyer (for example, in writing by e-mail), for the provision of security for payment of the purchase price of the goods, or for the payment of an advance on the price of the goods and for reimbursement of related costs (transport, packaging).

4.5. The Buyer acknowledges and agrees that the availability of a specific item of Goods and its price must in some cases be verified by the Seller with a third party (supplier). The Seller reserves the right not to confirm the order or to withdraw from the Purchase Agreement if the goods are not available under the conditions specified in the Order or the Web Interface, or if the circumstances under which the Goods were offered have substantially changed.

4.6. The contractual relationship arising from the Purchase Agreement between the Seller and the Buyer is established at one of the following moments, whichever occurs first, whereby the Order is accepted by the Seller:

• 4.6.1. in the case of an Order placed via the Web Interface, upon delivery of an automatic or individual confirmation of receipt of the Order by the Seller to the Buyer's e-mail address specified in the User Account or in the Order (hereinafter referred to as the "Order Confirmation"), unless expressly stated otherwise in this Order Confirmation (e.g., that it is only a confirmation of registration of an inquiry and the Purchase Agreement will only be formed upon subsequent express acceptance of the Order by the Seller);
• 4.6.2. in the case of an Order placed by other means (e-mail, communication application, telephone with subsequent confirmation), upon delivery of express acceptance of the Order by the Seller to the Buyer, usually by electronic mail to the Buyer's e-mail address (also hereinafter referred to as the "Order Confirmation");
• 4.6.3. by the issuance of a proforma invoice or a tax document (invoice) by the Seller for the given Order and its delivery to the Buyer;
• 4.6.4. by an actual legal act of the Seller consisting of sending or delivering the ordered Goods to the Buyer, or by other action by the Seller from which its intention to accept and fulfill the Order is evident.

4.7. The Buyer is obliged to ensure that all persons placing Orders on its behalf (including employees and other authorized persons to whom the Buyer has delegated the ability to place orders in the AreteApp application or otherwise) are duly informed of the fact that by sending an Order, particularly via the Web Interface of the AreteApp portal, they are making a binding proposal to conclude a Purchase Agreement with an obligation to pay. The Buyer is fully liable for all Orders placed on its behalf by these persons.

4.8. The Purchase Agreement may also be concluded in writing signed by both contracting parties. In such a case, the provisions of the written Purchase Agreement shall prevail over these Terms and Conditions.

5.1. By the Purchase Agreement, the Seller undertakes to deliver to the Buyer the Goods specified in the Purchase Agreement (or in the Order Confirmation, invoice, or other document confirming acceptance of the Order) and to transfer ownership of the Goods to the Buyer, whereby the Buyer undertakes by the Purchase Agreement to take delivery of the Goods and to pay the Seller the purchase price of the Goods and the costs associated with the delivery of the Goods.

6.1. The price of the Goods is determined in the Purchase Agreement (or in the Order Confirmation, invoice, or other document confirming acceptance of the Order). If the price of the Goods in the Purchase Agreement is expressed in a currency other than the Czech koruna (e.g., EUR, USD):

• 6.1.1. the exchange rate agreed in the Purchase Agreement shall be used for the conversion of such currency to Czech koruna.
• 6.1.2. If the exchange rate is not agreed in the Purchase Agreement, the foreign exchange rate (sell) offered by the Seller's bank as of the date of issuance of the tax document (invoice) for the given Purchase Agreement shall be used.
• 6.1.3. If the due date for the purchase price is agreed to be longer than one (1) day and if the exchange rate is not agreed, the Seller may require the Buyer to pay the purchase price in the currency agreed in the Purchase Agreement, or use the foreign exchange rate (sell) offered by the Seller's bank at the time of payment of such purchase price for the conversion of such currency to Czech koruna.
• 6.1.4. If the Purchase Agreement was concluded based on a Specific Offer, the purchase price may be paid by the Buyer in the currency in which the purchase price is agreed in the agreement.

6.2. If, between the date of conclusion of the Purchase Agreement (i.e., the date of acceptance of the Order pursuant to Art. 4.6) and the day the full purchase price is credited to the Seller's account, there is a change in the EUR/CZK or USD/CZK exchange rate (depending on the transaction currency) of more than ± 3% compared to the rate valid on the date of conclusion of the Purchase Agreement (according to the CNB mid-market exchange rate for the respective currency on the date of conclusion of the Purchase Agreement), the Seller is entitled to unilaterally update the purchase price (“re-quote”) so that it corresponds to the original value in the foreign currency. The Seller shall immediately inform the Buyer of this fact and request confirmation of the new price. The Buyer is obliged to confirm the new price within two (2) hours of receiving the request; otherwise, it shall be deemed that the Buyer has withdrawn from the Purchase Agreement. This provision shall apply only if the payment is not made in the currency in which the price was originally set (EUR or USD).

6.3. The Buyer may pay the price of the Goods and any costs associated with the delivery of the Goods under the Purchase Agreement in the following ways, unless otherwise agreed in the Purchase Agreement:

• 6.3.1. by cashless transfer to the Seller's account specified in Annex No. 1 of these Terms and Conditions or on the invoice (hereinafter referred to as the “Seller's Account”) before dispatch of the Goods (advance payment), unless agreed otherwise;
• 6.3.2. if agreed in the Purchase Agreement, the Buyer may also pay the price of the Goods by cashless transfer to the Seller's Account based on a tax document - invoice, with the due date for the price of the Goods stated in such document or in the Purchase Agreement;
• 6.3.3. in cash at the Seller's premises, but only in accordance with applicable legal regulations on the restriction of cash payments;
• 6.3.4. by cash on delivery at the place designated by the Buyer, if such place is located in the territory of the Czech Republic and this payment method has been offered by the Seller and chosen by the Buyer;
• 6.3.5. by online payment card, if this option is offered by the Seller. In the case of card payment, the Seller reserves the right to charge the Buyer a fee corresponding to the actual costs incurred by the Seller in connection with the processing of this payment by its payment service provider. The Buyer will be informed of the amount of this fee before completing the payment. Bank transfer payments are free of charge from the Seller.

6.4. Unless otherwise stipulated, the Buyer is obliged to pay the Seller, together with the price of the Goods, also the costs associated with the delivery of the Goods (e.g., shipping, packaging). Unless expressly stated otherwise, the provisions concerning the method of payment and due date of the price of the Goods shall also apply to the method of payment and due date of the costs associated with the delivery of the Goods.

6.5. The Seller is a VAT payer. Therefore, VAT at the statutory rate will be added to the price of the Goods in cases stipulated by generally binding legal regulations and in accordance with these legal regulations.

6.6. In the case of any cashless payment, the Buyer is obliged to pay the price of the Goods or an advance on the price of the Goods together with the variable payment symbol communicated to them by the Seller. In the case of any cashless payment, the Buyer's obligation to pay the price of the Goods or an advance on the price of the Goods is fulfilled at the moment the respective amount is credited to the Seller's Account.

6.7. The Seller is entitled at any time to demand payment of even a part of the price of the Goods (e.g., for a part of the Goods) or payment of a reasonable advance on the price of the Goods, even before the commencement of performance.

6.8. In the event of the Buyer's default in paying any payment or part thereof, the Seller is entitled to default interest at the rate of 0.05% of the outstanding amount for each day of default, up to a maximum amount stipulated by legal regulations (e.g., Government Decree No. 351/2013 Coll.). The agreed default interest is not contrary to § 1971 of the Civil Code. In the event of the Buyer's default in paying the price of the Goods, an advance on the price of the Goods, or other payments under the Purchase Agreement, the Seller is entitled to withdraw from the Purchase Agreement and/or suspend the performance of any of its obligations towards the Buyer under this or other Purchase Agreements until full payment of all due obligations by the Buyer. This does not affect the Seller's right to compensation for damages. In addition to default interest, the Seller is entitled to reimbursement of costs associated with the enforcement of each claim in the minimum statutory amount stipulated by the relevant legal regulation.

6.9. If the funds provided by the Buyer are insufficient to cover all due receivables of the Seller from the Buyer, the Buyer's payments shall be applied to settle the Seller's receivables from the Buyer in the following order: costs associated with the enforcement of the receivable, default interest, other accessories of the receivable, principal of the debt with the oldest due date.

6.10. Receivables against the Seller may be unilaterally set off against the price of the Goods only if it is a due receivable acknowledged in writing by the Seller as to its reason and amount, or a receivable of the Buyer finally awarded by an enforceable decision of a court or arbitrator.

6.11. If it is customary in business practice, or if so stipulated by generally binding legal regulations, the Seller shall issue a tax document – invoice to the Buyer regarding payments made under the Purchase Agreement. The Seller is entitled to send the tax document – invoice in electronic form to the Buyer's email address. At the Buyer's request, the Seller shall send the tax document – invoice to the Buyer in printed form. The Buyer agrees to the use of electronic invoices.

7.1. If the Seller is obliged under the Purchase Agreement to deliver the Goods to a place designated by the Buyer, the Buyer is obliged to accept the Goods upon delivery. If the Buyer fails to accept the Goods upon delivery, the Seller is entitled to demand compensation for costs incurred in connection with repeated delivery or storage of the Goods and is further entitled to withdraw from the Purchase Agreement. This does not affect the right to full compensation for damages.

7.2. If, for reasons on the Buyer's side, it is necessary to deliver the Goods repeatedly or in a manner different from that specified in the Purchase Agreement, the Buyer is obliged to pay the costs associated with repeated delivery or other delivery methods.

7.3. Upon accepting the Goods from the carrier, the Buyer is obliged to check the quantity of the Goods and the integrity of the Goods' packaging and, in the event of any apparent defects (e.g., damaged packaging, incorrect number of packages), immediately notify the carrier and the Seller and note this fact on the shipping document. The Buyer is obliged to confirm acceptance of the Goods on the delivery note or other similar document. If the Buyer accepts a damaged shipment from the carrier without reservation, it is deemed that the shipment was delivered properly, and any subsequent claims regarding damage to the shipment's packaging or apparent quantity defects may not be considered.

7.4. The Seller is also entitled to partial performance of the Purchase Agreement (partial deliveries of Goods). The Buyer is obliged to accept partial performance.

7.5. Unless objective obstacles preventing the delivery of Goods arise, the Seller is obliged to deliver the Goods within the period specified in the Purchase Agreement or in the Order Confirmation, or within a reasonable period considering the nature of the Goods and their place of delivery (if the Goods are not located in Prague at the time of concluding the Purchase Agreement, such a period will generally not be shorter than 25 working days). The Seller is entitled to deliver the Goods even before the agreed period. If the Seller delivers the Goods before the specified time, the Buyer is not entitled to refuse the Goods. Objective obstacles preventing the delivery of Goods are considered to be all circumstances preventing the delivery of Goods for which the Seller is not at fault and could not reasonably foresee or influence (force majeure), in particular operational disruptions, difficulties with the transport of Goods from the manufacturer or supplier, delays on the part of the Seller's suppliers, public holidays in countries outside the Czech Republic, strikes, lockouts, natural disasters, pandemics, wars, regulatory measures by state authorities, etc. If such an obstacle persists for more than sixty (60) days, the Seller is entitled to withdraw from the Purchase Agreement.

7.6. If the Goods are delivered no later than thirty (30) days from the date on which the Goods were to be delivered according to the Purchase Agreement, and this delay was caused by circumstances on the Seller's side that are not force majeure, this is not considered a material breach of the Purchase Agreement. The Buyer shall not be entitled to any claims for damages against the Seller arising from such delivery, provided the Seller informed the Buyer of the possible delay in a timely manner.

8.1. If the Seller is obliged to hand over the Goods to a carrier chosen by the Seller, the risk of damage to the Goods passes to the Buyer at the moment the Buyer accepts the Goods from the carrier, or, if the Buyer fails to do so in time, at the moment the carrier enables the Buyer to dispose of the Goods and the Buyer breaches the agreement by not accepting the Goods. If the Seller is obliged to hand over the Goods to a carrier chosen by the Buyer, the risk of damage to the Goods passes to the Buyer upon their handover to the first carrier for transport to the place of destination.

8.2. If acceptance of the Goods at the Seller's premises has been agreed, the risk of damage to the Goods passes to the Buyer at the moment the Buyer accepts the Goods from the Seller, or, if the Buyer fails to do so in time, at the moment the Seller enables the Buyer to dispose of the Goods and the Buyer breaches the agreement by not accepting the Goods.

8.3. Damage to the Goods that occurred after the risk of damage passed to the Buyer does not affect the Buyer's obligation to pay the purchase price of the Goods, unless the Seller caused the damage by breaching its obligation.

8.4. Ownership title to the Goods passes to the Buyer only upon full payment of the entire purchase price of the Goods and all related costs (retention of title pursuant to § 2132 of the Civil Code). Until the ownership title passes, the Buyer is obliged to handle the Goods with due diligence, protect them from damage, destruction, loss, or theft, and prevent access to them by third parties who could assert any rights to the Goods.

8.5. If the price of the Goods is fully paid by the Buyer before their delivery, and no retention of title has been agreed, ownership title passes to the Buyer in accordance with the dispositive provisions of the Civil Code, typically at the moment of acceptance of the Goods, unless agreed otherwise.

9.1. The Seller declares that the supplied natural diamonds have been purchased from legitimate sources not involved in funding conflicts and in compliance with UN resolutions. The Seller hereby guarantees that these diamonds are conflict-free based on personal knowledge or written guarantees provided by the suppliers of these diamonds.

9.2. When handling the Goods, the Buyer is obliged to observe all measures arising from generally binding legal regulations and to ensure compliance with ethical standards in the industry.

9.3. Labeling of Lab-grown (synthetic) diamonds:

• 9.3.1. In the event that the Buyer purchases Lab-grown diamonds from the Seller (also referred to as synthetic diamonds, lab-grown diamonds, man-made diamonds, etc.), the Buyer is obliged, in any subsequent offering, presentation, or sale to end customers or other traders, to always clearly, unambiguously, and indelibly state that these are diamonds that are not of natural origin but were created in a laboratory.
• 9.3.2. The Buyer is obliged, in any further sale or presentation, to clearly and unambiguously label each Lab-grown diamond with at least one of the following terms: “lab-grown diamond”, “synthetic diamond”, “synthetic diamond”, or “Lab-grown diamond”. This designation must be stated in the immediate vicinity of the diamond, in its description, on the certificate (if issued by the Buyer), on the invoice, and in all marketing and sales communications.
• 9.3.3. The Buyer expressly undertakes never to label Lab-grown diamonds solely with the word "diamond" without the appropriate qualifier specifying their origin. In any communication with their client or the public, the Buyer will always clearly declare that it is a synthetic/Lab-grown diamond, in such a way that the word "diamond" will exclusively be used as part of the phrases "synthetic diamond", "lab-grown diamond", or "Lab-grown diamond".
• 9.3.4. The Buyer shall avoid using any abbreviations (e.g., LG Diamant, LGD) or misleading or unclear designations that could be insufficient for clear, comprehensible, and explicit communication of the fact that it is a synthetic/Lab-grown diamond.
• 9.3.5. The Buyer is fully responsible for ensuring that all their personnel, employees, or associates are properly trained on the correct method of presenting and labeling Lab-grown diamonds in accordance with these Terms and Conditions and applicable legal regulations. The Buyer shall ensure that these principles are adhered to on their websites, at their business premises, in marketing materials, and in all communication with end customers or other business partners.
• 9.3.6. Any failure by the Buyer to comply with the obligations set out in this Article 9.3. is considered a material breach of the Purchase Agreement. In such a case, the Seller is entitled, with immediate effect, to withdraw from all unterminated Purchase Agreements with the Buyer, suspend deliveries of further Goods, cancel the Buyer's User Account on the AreteApp portal, and/or terminate all further business cooperation with the Buyer. This does not affect the Seller's right to compensation for damages incurred as a result of such a breach.

9.4. The data provided in the documents accompanying the Goods (e.g., certificates, descriptions) are based on the current knowledge and experience of the Seller or third parties (e.g., gemological laboratories). The Seller is not responsible for the accuracy of data provided by third parties if the Seller merely mediates this data.

10.1. The rights and obligations of the contracting parties regarding the Buyer's rights arising from defective performance, including the Seller's warranty liability, are governed by the relevant provisions of the Civil Code (Sections 1914 to 1925, Sections 2099 to 2117, and Sections 2161 to 2174b), unless otherwise stipulated in these Terms and Conditions or in the Purchase Agreement. Given that this is a transaction between entrepreneurs (B2B), the provisions on rights arising from defective performance primarily intended for consumers shall not apply if their nature excludes it or if they are not mandatory for B2B relationships as well.

10.2. The Buyer is obliged to inspect the Goods with due care as soon as possible after the risk of damage to the Goods has passed, but no later than 48 hours from the acceptance of the Goods. The Buyer is obliged to notify the Seller of any apparent defects without undue delay after their discovery, otherwise, their rights arising from these defects shall cease. The Buyer is obliged to notify the Seller of any hidden defects without undue delay after they could have been discovered with due diligence, but no later than 6 (six) months from the acceptance of the Goods. Hidden defects reported later may not be considered. The contracting parties acknowledge that the statutory period for reporting hidden defects in B2B relationships is 2 years from the acceptance of the Goods, unless otherwise agreed, and by this agreement, they shorten it to the aforementioned 6 months, which they consider reasonable given the nature of the Goods and business customs.

10.3. The Seller's liability for defects is excluded, in particular if:

• 10.3.1. the Goods were not used in accordance with their intended purpose, the instructions provided in the documents related to the Goods, or contrary to the common principles for handling the given type of Goods;
• 10.3.2. defects in the Goods were caused by force majeure, accident, or the actions of a third party (e.g., improper handling, damage after acceptance);
• 10.3.3. defects were caused by the incorrect actions of the Buyer or a third party on the Buyer's side;
• 10.3.4. defects were caused by normal wear and tear of the Goods through their usual use.
• 10.3.5. The Seller is not liable for damage, cracking, or other deterioration of the Goods (especially gemstones) that occurs in connection with its setting (mounting) into jewelry by the Buyer or a third party instructed by the Buyer, or during any other manufacturing process or handling of the Goods performed by the Buyer or at their instruction after the Buyer has accepted the Goods. The Buyer acknowledges that setting gemstones and other manufacturing processes are risky operations, and it is fully the Buyer's responsibility to ensure they are performed professionally.

10.4. Unless otherwise agreed, the Buyer's claims arising from liability for defects shall be satisfied by the Seller at its discretion in one of the following ways, in the following order of preference:

• 10.4.1. delivery of the missing Goods;
• 10.4.2. rectification of the defects in the Goods (e.g., by repair);
• 10.4.3. provision of a reasonable discount on the purchase price;
• 10.4.4. delivery of replacement Goods for the defective Goods (exchange);
• 10.4.5. withdrawal from the contract (only in the event of a material breach of contract due to defective performance that cannot be rectified by other means or if rectification would involve disproportionate costs).

11.1. The Buyer shall exercise their rights arising from the Seller's liability for defects in the Goods in writing (by e-mail or registered letter) to the Seller's registered office address or the contact e-mail address specified in Article 1 of these Terms and Conditions (hereinafter referred to as the "Claim").

11.2. If the Goods delivered differ in quantity, quality, or design from that specified in the Purchase Agreement (apparent defects), the Claim must be submitted to the Seller immediately after the Buyer receives or collects the Goods, but no later than forty-eight hours from such receipt or collection by the Buyer. If an immediate Claim for apparent defects is not made in accordance with the preceding sentence, it shall be deemed that the Goods were delivered properly and without apparent defects. Along with the written Claim, the Buyer is obliged to provide the Seller with all relevant information and documents concerning the claimed defects of the Goods, including a description of the defect, photographic documentation (if relevant), a copy of the invoice and delivery note, and, if necessary for assessing the defect, a gemological or metallurgical opinion from a certified expert. The claimed Goods must be presented to the Seller for assessment upon request.

11.3. The submission of a Claim by the Buyer does not affect their obligation to pay the purchase price of the Goods or to fulfill other obligations towards the Seller. Section 2108 of the Civil Code shall therefore not apply, meaning the Buyer is not entitled to withhold payment of the purchase price due to a claim.

11.4. The Buyer is entitled to reimbursement of necessary costs incurred in direct connection with the submission of a justified Claim. The justification of the Claim is assessed by the Seller.

11.5. The Seller is obliged to process the Claim without undue delay, but no later than 30 days from the date of its proper submission and delivery of all necessary documents, unless the contracting parties agree on a longer period. The Buyer will be informed about the method of Claim resolution.

12.1. The Buyer's entitlement to claim for damage (loss) caused is governed by generally binding legal regulations, unless stipulated otherwise. The Seller is liable only for culpable breach of its obligations.

12.2. A prerequisite for entitlement to compensation for damage is immediate written notification to the Seller of the occurrence of damage or of the fact that damage may occur, including specification and substantiation of the damage incurred.

12.3. In the event of damage incurred by the Buyer in connection with the Seller's liability for defects in the Goods or on any other grounds arising from the Purchase Agreement, the contracting parties have agreed to limit the compensation for any such damage incurred by the Buyer, unless the damage was caused by the Seller intentionally or through gross negligence, such that the total compensation for all damage arising from this cause, including lost profits, is limited to the amount actually paid by the Buyer as the purchase price for the Goods under the relevant Purchase Agreement within which the damage occurred.

12.4. The contracting parties state, considering all circumstances related to the conclusion of the Purchase Agreement, that the total foreseeable damage, including lost profits, that could be incurred by the Buyer in connection with the Seller's liability, may amount to a maximum of the purchase price of the Goods under the relevant Purchase Agreement.

13.1. The contracting parties undertake to maintain confidentiality regarding all confidential information of the other contracting party, which they became aware of in connection with the conclusion and performance of the Purchase Agreement. Confidential information is considered to be, in particular, trade secrets, information about prices, customers, business strategies, know-how, technical information, data made accessible through the User Account and the Web Interface (including non-public price offers and stock levels), and other information designated as confidential or whose nature requires confidentiality (hereinafter referred to as "Confidential Information").

13.2. The confidentiality obligation does not apply to information that:

• 13.2.1. is or has become publicly known other than through a breach of the confidentiality obligation by one of the contracting parties;
• 13.2.2. was legitimately available to the contracting party before its disclosure by the other contracting party;
• 13.2.3. the contracting party is obliged to disclose based on law or a decision of a public authority (in such a case, however, it is obliged to immediately inform the other contracting party thereof, if legally permissible).

13.3. The confidentiality obligation shall survive the termination of the Purchase Agreement for a period of five (5) years, unless otherwise agreed in a specific case.

13.4. Data Protection and Prohibition of Scraping:
The Buyer is not authorized to extract, copy, download, collect, process, or otherwise use data, content, information (including prices, descriptions of Goods, images) or the structure of the Seller's Web Interface (so-called scraping, data mining, web harvesting, etc.) in any automated or manual manner for purposes other than the proper execution of an Order in accordance with these Terms and Conditions. Any such conduct is considered a material breach of the Purchase Agreement, and the Seller is, in such a case, entitled to proceed according to Art. 9.3.6. of these Terms and Conditions and to claim compensation for damages incurred.

13.5. The Buyer is not authorized to use the business name, logo, trademarks, or other designations of the Seller or the AreteApp portal without the prior written consent of the Seller, except in cases where it is necessary for the proper identification of the Seller as a supplier of Goods within the ordinary course of business.

14.1. The Seller is an obliged entity within the meaning of Act No. 253/2008 Coll., on Certain Measures against the Legalization of Proceeds from Criminal Activity and the Financing of Terrorism, as amended (hereinafter referred to as the "AML Act"); In fulfilling obligations under the Purchase Agreement, the parties are obliged to comply with all obligations arising from the AML Act and related regulations.

14.2. The Seller is entitled, at any time during the term of the Purchase Agreement, to request the Buyer (client) to provide cooperation necessary for client identification and due diligence in accordance with the AML Act, including ongoing client due diligence. In such a case, the Buyer is obliged to provide the Seller with all cooperation necessary for client identification and due diligence, in particular, the Buyer is obliged to provide the Seller with the relevant information and documents necessary for client identification and due diligence. The client or a person authorized to act on behalf of the client in matters of the Purchase Agreement is further obliged to appear in person at the place designated by the Seller upon the Seller's request for the purpose of physical client identification, if required by the AML Act. The Buyer is obliged to provide the Seller with cooperation pursuant to this article without undue delay, but no later than five (5) working days from the Seller's request or within another period stipulated by generally binding legal regulations. The Buyer acknowledges that refusal to cooperate with client identification or due diligence may be considered an indication of a suspicious transaction within the meaning of the AML Act. The contracting parties have agreed that in the event of refusal to cooperate with client identification or due diligence, the Seller has the right to withdraw from the Purchase Agreement or not to execute the relevant transaction – i.e., not to provide its performance under the Purchase Agreement. The Seller is further entitled not to execute the relevant transaction – i.e., not to provide its performance under the Purchase Agreement in cases stipulated by generally binding legal regulations, in particular by Section 15 of the AML Act.

14.3. During the term of the Purchase Agreement, the Buyer is obliged to inform the Seller without undue delay of any changes to the data provided during identification and due diligence that could affect the correct identification or due diligence of the Buyer under the AML Act.

14.4. The Buyer acknowledges that in connection with the Purchase Agreement, the Seller may be obliged to verify the ownership and management structure of the Buyer and its beneficial owner, and to take measures to identify and verify the identity of the Buyer's beneficial owner, including inspecting the register of beneficial owners in accordance with the Act on the Register of Beneficial Owners. The Buyer acknowledges that if a discrepancy is found under the Act governing the register of beneficial owners, the Seller may be obliged to report the discrepancy to the court or take other steps required by law.

Detailed information on the Seller's principles and procedures in the area of prevention of legalization of proceeds from criminal activity and financing of terrorism is provided in the Seller's AML Policy available on the Seller's website.

15.1. In accordance with Act No. 171/2023 Coll., on the Protection of Whistleblowers, the Seller has established an internal reporting system. Detailed information on the rights of whistleblowers, the procedure for handling reports, and ensuring their protection is contained in the UMARUTTI s.r.o. Directive on Handling Reports, which is available on the Seller's website.

15.2. For reporting possible unlawful conduct, a secure reporting channel is available via the FaceUp platform, which also allows for anonymous reporting. Reports can be submitted at https://www.app.faceup.com/cs/c/xgidfb2s/. Alternatively, the relevant person at the Seller can be contacted in the manner specified in the Directive on Handling Reports.

15.3. The Seller undertakes to protect whistleblowers from any retaliatory measures in accordance with the Act on the Protection of Whistleblowers. All details regarding the reporting process, the rights of whistleblowers, and the Seller's procedures are regulated in the aforementioned Directive.

16.1. The Buyer agrees to receive information related to the Goods, services, or business of the Seller at the Buyer's email address and further agrees to receive commercial communications from the Seller at the Buyer's email address. The Buyer may withdraw their consent at any time by following the procedure indicated in each commercial communication or by sending a request to the Seller's contact email.

16.2. Information on the processing of personal data of the Buyer (natural persons entrepreneurs or representatives of legal entities) by the Seller is contained in a separate document 'Personal Data Processing Principles', which is available on the Seller's Web Interface.

16.3. The Buyer assumes the risk of a change in circumstances within the meaning of Section 1765 (2) of the Civil Code.

16.4. The Seller may withdraw from the Purchase Agreement in text form (e.g., by email) at any time up to the moment of delivery of the Goods to the Buyer, even without stating a reason. In such a case, the Seller shall return to the Buyer all payments received from the Buyer without undue delay. In such a case, the Buyer is not entitled to compensation for damages. This right applies in particular to situations where the Goods are not available, there has been a significant change in the supplier's price, or there was an obvious error in the offer.

17.1. The Buyer represents and warrants that neither it, nor any person controlling it or controlled by it, nor its beneficial owner, is a person subject to any international sanctions (in particular sanctions of the UN, EU, United Kingdom, USA, or other relevant sanctions regimes). The Buyer further undertakes that the Goods will not be directly or indirectly sold, supplied, exported, transferred, or otherwise made available to persons subject to international sanctions, or to countries or territories subject to international sanctions, in violation of such sanctions or if such action would lead to a breach of sanctions by the Seller.

17.2. The Buyer is obliged to immediately inform the Seller in writing if it or any person referred to in clause 17.1 becomes a person subject to international sanctions.

17.3. A breach of any representation, warranty, or undertaking set out in this Article 17 shall be deemed a material breach of the Purchase Agreement and shall entitle the Seller to immediately withdraw from the Purchase Agreement, suspend performance of its obligations, and/or claim compensation for damages incurred and all costs associated with addressing such breach.

18.1. The Parties agree that all communication between them, including the conclusion of Purchase Agreements, their amendments, addenda, confirmation of orders, sending of invoices, and other legal acts, may take place electronically, in particular via the Web Interface of the AreteApp portal or by e-mail to the contact addresses of the parties specified in the User Account, Order, or otherwise communicated in writing to the other party.

18.2. Legal acts performed electronically shall have the same legal validity and effect as acts performed in written form with handwritten signatures, unless otherwise stipulated in these Terms and Conditions or by a mandatory provision of law for specific acts. For the purposes of these Terms and Conditions, an electronic signature shall also be considered a simple e-mail sent from an authorized e-mail address of a party or an act performed via the User Account after proper login.

18.3. The Parties are responsible for the functionality and security of their e-mail accounts and access credentials to the User Account.

19.1. If the relationship established by the Purchase Agreement contains an international (foreign) element, the parties agree that the relationship shall be governed by Czech law, in particular the Civil Code. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

19.2. An integral part of these Terms and Conditions is their Appendix No. 1 – List of the Seller's Bank Accounts.

19.3. The legal relationship established by the Purchase Agreement is governed primarily by the Civil Code, provided that for the purposes of the relationship between the Seller and the Buyer:

• 19.3.1. the application of established commercial practices within the meaning of Section 558 (2) of the Civil Code is excluded, unless expressly agreed in writing;
• 19.3.2. the application of the provisions of Section 557 (interpretation of a legal act in favor of its validity if another interpretation is possible), Section 1748 (possibility of amending an offer with an addendum or deviation), Sections 1799 and 1800 (clauses in adhesion contracts), and Section 2119 (1) (the buyer's right to reimbursement of costs associated with a complaint if the complaint is not justified) of the Civil Code is excluded, unless otherwise stipulated in these T&Cs.

19.4. All disputes arising from the Purchase Agreement or in connection therewith shall be resolved primarily by amicable means. If an amicable solution is not reached, disputes shall be decided by the general courts of the Czech Republic with local jurisdiction determined according to the Seller's registered office, unless exclusive local jurisdiction is otherwise established by law.

19.5. These Terms and Conditions shall become valid and effective on 25.05.2025.