Terms and Conditions | El Camino Baby Store

FOR THE WHOLESALE OF GOODS (B2B)

M Legacy Group s.r.o.
with its registered office at Varšavská 715/36, Vinohrady, 120 00 Prague 2
ID No. (IČO): 179 83 916, VAT ID (DIČ): CZ17983916
registered in the Commercial Register maintained by the Municipal Court in Prague, file No. C 379684
(hereinafter referred to as the “Seller”)

I. INTRODUCTORY PROVISIONS

These General Terms and Conditions (hereinafter referred to as the “GTC”) are issued by the Seller pursuant to Section 1751 (1) of Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the “Civil Code”). The GTC govern the rights and obligations between the Seller and the buyer regarding the wholesale of goods, in particular children’s products of the El Camino brand and related assortment (hereinafter referred to as the “Goods”), within the Czech Republic and to other Member States of the European Union.
For the purposes of these GTC, the buyer is exclusively understood as an entrepreneur within the meaning of Section 420 et seq. of the Civil Code, i.e., a legal entity or a natural person – entrepreneur who acts within the scope of their business activity when concluding the purchase agreement (hereinafter referred to as the “Buyer”). By submitting an order, the Buyer confirms that they are an entrepreneur and that they are purchasing the Goods within their business activities, which is evidenced in particular by providing their identification number (ID No.) or VAT ID. These GTC do not apply to consumers, and the provisions of consumer protection laws shall not apply to the relationships governed by these GTC.
Deviating provisions in a framework purchase agreement, distribution agreement, other individual written agreement, or in the Order Confirmation (as defined below) shall take precedence over these GTC.
The application of any terms and conditions of the Buyer is excluded, even if the Buyer refers to them in the order or other document; Section 1751 (2) of the Civil Code shall not apply. Acceptance of an offer with an addition or a deviation within the meaning of Section 1740 (3) of the Civil Code is excluded.
Within the meaning of Section 1801 of the Civil Code, the Parties agree that the provisions of Sections 1799 and 1800 of the Civil Code concerning clauses in contracts concluded by adhesion shall not apply to their relationships. The Buyer assumes the risk of a change of circumstances within the meaning of Section 1765 (2) of the Civil Code.

II. REGISTRATION AND B2B ACCOUNT

The Buyer may place orders via the Seller’s web interface at www.elcaminobaby.cz (hereinafter referred to as the “Web Interface”), by e-mail, by telephone, or in another manner approved by the Seller.
The registration of the Buyer and the establishment of a wholesale account are subject to approval by the Seller. There is no legal entitlement to the approval of registration.
The Buyer is responsible for the correctness, completeness, and accuracy of all data provided during registration and in orders and is obliged to notify the Seller of any changes without undue delay.
The account access details are confidential. The Buyer is responsible for all actions taken through their account.
The Seller is entitled to suspend or terminate the Buyer’s account, particularly in the event of a breach of these GTC, default in the payment of any obligation, damage to the good reputation of the El Camino brand, or justified doubts regarding the Buyer’s solvency.

III. ORDER AND CONCLUSION OF THE PURCHASE AGREEMENT

The presentation of the Goods on the Web Interface, in catalogs, price lists, and marketing materials of the Seller is for informational purposes only and does not constitute an offer to conclude an agreement; Section 1732 (2) of the Civil Code shall not apply.
An order placed by the Buyer via the Web Interface (including submitting the shopping cart), by e-mail, or otherwise constitutes the Buyer’s inquiry or the Buyer’s proposal to conclude a purchase agreement. Prices, availability, and other conditions stated on the Web Interface are not binding on the Seller and serve as an indicative basis for an individual wholesale offer.
The order must contain at least the identification of the Buyer (including ID No. or VAT ID), specification of the Goods, required quantity, delivery address, and billing details.
After receiving the order, the Seller shall individually confirm to the Buyer the availability of the Goods, the purchase price, any potential discount, delivery costs, payment terms, and other conditions of the specific transaction (hereinafter referred to as the “Order Confirmation”). The purchase agreement is concluded at the moment when the first of the following events occurs:
a) The Buyer confirms in writing (an e-mail is sufficient) the conditions stated in the Order Confirmation, or
b) The Buyer pays an advance invoice, a proforma invoice, or another request for payment issued on the basis of the Order Confirmation.
If the Order Confirmation deviates from the Buyer’s order, it is considered a new offer by the Seller, which the Buyer accepts in the manner according to paragraph 4 of this Article.
The Seller is entitled to reject the order wholly or partially without stating a reason, especially due to the unavailability of the Goods, exceeding the credit limit, negative payment history of the Buyer, or a breach of the resale rules under Article XI of these GTC.
Unless otherwise agreed in writing, the minimum order quantity is one full carton (transport) packaging of the respective item of the Goods. The Seller is entitled to set different minimum order quantities and logistical minimums for free shipping for individual items (SKUs).
The Seller is entitled to perform through partial deliveries. The unavailability of a part of the ordered assortment does not give the Buyer the right to withdraw from the agreement regarding the remaining part of the delivery or the right to claim damages. The Seller will return the purchase price paid for the Goods that will not be delivered to the Buyer, unless the Parties agree on an alternative delivery date or alternative performance.

IV. PURCHASE PRICE AND PAYMENT TERMS

Purchase prices are based on the Seller’s current wholesale price list valid as of the date of the Order Confirmation or on the Seller’s individual offer. Prices are stated exclusive of VAT and exclusive of costs for transport, packaging, shipment insurance, and other logistical services, unless explicitly stated otherwise.
VAT will be charged in accordance with the legal regulations applicable on the date of the taxable supply. When delivering Goods to another EU Member State exempt from VAT pursuant to Section 64 of Act No. 235/2004 Coll., on Value Added Tax, the Buyer is obliged to provide the Seller with their valid VAT ID assigned in another Member State and to provide assistance in proving the transport of the Goods to another Member State; otherwise, the Seller is entitled to charge VAT according to Czech regulations.
Unless otherwise agreed in writing, the Buyer shall pay the purchase price in the amount of 100% in advance based on an advance or proforma invoice. The Seller is not obliged to dispatch the Goods or otherwise perform before the entire purchase price, including transport costs, is credited to their bank account. Partial payment does not establish the Seller’s obligation to dispatch the Goods.
Deferred maturity of invoices, a credit limit, or other individual payment terms may be agreed upon only by a separate written agreement or explicit stipulation in the Order Confirmation, and only for selected verified Buyers. The Buyer has no legal claim to deferred maturity or a credit limit, even if they meet the Seller’s internal business criteria. The Seller is entitled to limit or revoke deferred maturity and the credit limit at any time in the future, particularly in the event of the Buyer’s default or deterioration of their solvency.
All bank charges associated with the payment (including fees of intermediary and foreign banks) shall be borne by the Buyer so that the entire invoiced amount is credited to the Seller’s account.
If the advance or proforma invoice is not paid within the due date, the Seller is entitled to cancel the reservation of the Goods and withdraw from the purchase agreement.
In the event of the Buyer’s default with any payment, the Buyer is obliged to pay default interest in the statutory amount according to Section 1970 of the Civil Code and Government Regulation No. 351/2013 Coll., as well as a minimum lump-sum compensation for costs associated with the recovery of the receivable according to Section 3 of Government Regulation No. 351/2013 Coll. The Seller is simultaneously entitled to suspend further deliveries, cancel reservations of Goods, require advance payment for further orders, or terminate business cooperation.
In the event of the initiation of insolvency proceedings against the Buyer, the entry of the Buyer into liquidation, or such deterioration of their financial situation that jeopardizes the payment of the purchase price, all of the Seller’s claims against the Buyer that are not yet due shall become immediately due, and the Seller is entitled to withdraw from all unfulfilled purchase agreements.
The Buyer is not entitled to unilaterally set off any of their claims against the Seller’s claims, nor to withhold payment of the purchase price or part thereof, not even due to an ongoing complaint process; Section 2108 of the Civil Code is excluded. The Buyer is obliged to pay the purchase price regardless of whether they had the opportunity to inspect the Goods; Section 2119 (1) of the Civil Code shall not apply.

V. DELIVERY TERMS

The Goods are delivered according to the Incoterms® 2020 delivery clause agreed upon in the Order Confirmation. Unless otherwise agreed in the Order Confirmation, it applies that:
a) if the Seller organizes the transport of the Goods, the Goods are delivered under the CPT (Carriage Paid To) clause, destination stated in the Order Confirmation, Incoterms® 2020;
b) if the Buyer organizes the transport of the Goods or their personal collection, the Goods are delivered under the FCA (Free Carrier) clause, Seller’s warehouse at Průmyslová 1368, 253 01 Hostivice, Incoterms® 2020.
Costs for transport, packaging, shipment insurance, and other logistical services are not part of the purchase price and are paid by the Buyer according to the Order Confirmation. If the CPT clause under paragraph 1 (a) is agreed upon, the Seller arranges the transport and is entitled to charge the transport price to the Buyer. The potential provision of free transport or other preferential logistical conditions is a one-time business benefit and does not establish a claim for their repeated provision.
If the Seller organizes the transport, the Seller, as the sender, asserts a claim for damages against the carrier. The Buyer is obliged to provide the Seller with all cooperation in asserting this claim, in particular, to immediately hand over the record of shipment damage, transport documents, and photo documentation. The Seller will provide the compensation received from the carrier to the Buyer in the form of a credit note, a discount on the purchase price, or the delivery of replacement Goods. This does not affect the fact that the Buyer bears the risk of damage to the Goods from the moment specified in Article VI, paragraph 3; the Seller is not liable for damage incurred during transport beyond the compensation received from the carrier.
Delivery times stated in the Order Confirmation are indicative and start running on the day the purchase agreement is concluded, but not earlier than the full payment of the purchase price if payment in advance is agreed upon. The delivery time is extended by the period of the Buyer’s delay in fulfilling their obligations. The Seller’s delay in delivering the Goods is considered a minor breach of contract; the Buyer is entitled to withdraw from the agreement only after the futile expiration of an additional reasonable time for performance provided in writing to the Seller, which shall not be shorter than 15 working days.
Upon receiving the shipment, the Buyer is obliged to check its condition, the number of packages, and the intactness of the packaging. The Buyer is obliged to record obvious damage to the shipment in the carrier’s transport document (in international truck transport, in the CMR consignment note) and to immediately notify the Seller; otherwise, it is deemed that the shipment was received without obvious damage. Damage detectable only after unpacking the shipment must be reported by the Buyer to the Seller without delay, but no later than 7 days from the receipt of the shipment, so that a claim can be made against the carrier.
If the Buyer fails to take over the Goods without a justified reason, they are obliged to compensate the Seller for all purposefully incurred costs associated therewith, particularly costs for transport, storage, return, and re-delivery of the shipment. In such a case, the Seller is also entitled to withdraw from the purchase agreement after the futile expiration of an additional period for taking over the Goods.

VI. RETENTION OF TITLE AND PASSING OF RISK

The ownership right to the Goods passes to the Buyer only upon full payment of the entire purchase price, including related costs (retention of title pursuant to Section 2132 of the Civil Code).
Until the full purchase price is paid, the Buyer is obliged to handle the Goods with the care of a prudent manager and must not pledge them or otherwise burden them with the rights of third parties. The Buyer is entitled to resell the Goods in the ordinary course of their business; this does not affect the obligation to pay the purchase price to the Seller.
The risk of damage or loss of the Goods passes to the Buyer at the moment the Goods are handed over to the first carrier for transport, both for the CPT clause and the FCA clause under Article V, paragraph 1; in the case of personal collection, the risk passes at the moment the Goods are loaded onto the Buyer’s means of transport or handed over to the Buyer (Section 2123 of the Civil Code). If another Incoterms® 2020 delivery clause is agreed upon in the Order Confirmation, the risk of damage passes at the moment determined by this clause.
If the Buyer fails to take over the Goods although the Seller allowed them to dispose of them, the risk of damage passes to the Buyer at the moment when they could have taken over the Goods (Section 2121 (2) of the Civil Code). Damage to the Goods incurred after the risk has passed does not affect the Buyer’s obligation to pay the purchase price (Section 2125 of the Civil Code).

VII. INSPECTION OF GOODS AND NOTIFICATION OF DEFECTS

The Buyer is obliged to inspect the Goods after the passing of risk to the extent customary when accepting a wholesale delivery (Section 2104 of the Civil Code). The Buyer is not obliged at this stage to unpack individual pieces of Goods or to perform functional tests on them.
For the purposes of these GTC, obvious defects mean defects and discrepancies detectable during a standard inspection of the Goods, in particular:
a) number of packages,
b) conformity of the Goods’ designation (SKU), model, variant, and color with the Order Confirmation,
c) visible damage to the packaging,
d) obvious damage to the Goods or missing parts detectable during a standard inspection without unpacking and testing individual pieces.
The Buyer is obliged to notify the Seller of obvious defects no later than 3 working days from the receipt of the Goods. If they do not notify them within this period, it is deemed that the Goods were delivered without obvious defects and in the ordered quantity.
Hidden defects mean defects that are not detectable during the inspection under paragraph 2, particularly functional and material defects that can only be discovered by unpacking, assembling, or using the Goods. The Buyer is obliged to notify the Seller of hidden defects without undue delay after they discovered them or could have discovered them with sufficient care, but no later than the end of the warranty period under Article VIII, paragraph 4, and if no quality guarantee is provided for the Goods, no later than two years from the delivery of the Goods (Section 2112 of the Civil Code).
The notification of defects (complaint) must be made in writing (an e-mail to reklamace@mlegacy.eu is sufficient) and must contain the invoice or order number, product designation (SKU), description of the defect, the date of its discovery, and photographic or video documentation of the defect.
Filing a complaint does not entitle the Buyer to withhold the purchase price or any part thereof (Article IV, paragraph 9 of these GTC).

VIII. RIGHTS FROM DEFECTIVE PERFORMANCE AND QUALITY GUARANTEE

The Buyer’s rights arising from defective performance are governed by Section 2099 et seq. of the Civil Code, with the deviations agreed upon in these GTC.
If the complaint is justified, the Seller shall settle it according to the nature of the defect by repairing the Goods, replacing the Goods or their defective part, delivering the missing Goods or spare part, providing a reasonable discount on the purchase price, or issuing a credit note. The choice of the method of settlement rests with the Seller, taking into account the nature of the defect and the legitimate interests of the Buyer. The Buyer is entitled to withdraw from the purchase agreement only if the defect constitutes a material breach of contract and the Seller fails to remove the defect even within an additional reasonable period.
The Seller typically settles complaints within 30 days; this period is indicative and may be longer if required by the nature of the defect, assessment by the manufacturer, or the availability of spare parts.
The Seller provides the Buyer with a quality guarantee for the Goods within the meaning of Section 2113 of the Civil Code for the duration of the warranty period stated for the specific Goods, in particular on their packaging, in the warranty certificate, in the product documentation, or in the Order Confirmation. The guarantee covers material defects, manufacturing defects, and non-functionality of the Goods during their proper use in accordance with the instructions and the manufacturer’s intended purpose. If the warranty period is not stated for the Goods, no quality guarantee is provided, and the Buyer’s rights from defective performance are governed by Articles VII and VIII of these GTC and the Civil Code.
The rights from defective performance and the guarantee do not cover, in particular, normal wear and tear, mechanical damage, damage caused by a fall, impact, or accident, incorrect assembly or installation, use contrary to the instructions or the purpose of the Goods, incorrect storage or transport after the risk of damage has passed, unauthorized interventions and modifications, nor defects caused by use contrary to the age, weight, or safety designation of the product set by the manufacturer, nor damage caused by the end customer or a third party.
The Buyer is not entitled to return unsold Goods, over-ordered stock, or seasonal surplus without the prior written consent of the Seller.
The Buyer settles complaints of their customers in their own name and on their own responsibility. The Buyer’s claims against the Seller arising from these complaints are governed exclusively by these GTC and are not expanded by claims that arise for the Buyer against their customers under the legal regulations of the market where they sell the Goods.

IX. COMPENSATION FOR DAMAGE

The Seller’s total liability to compensate for damage incurred by the Buyer in connection with a specific purchase agreement is limited to the amount of the purchase price paid by the Buyer for the Goods whose delivery caused the damage.
The Seller is not obliged to compensate for lost profits, indirect or consequential damages, loss of turnover, loss of customers, loss of data, or non-material or reputational damage to the Buyer.
In accordance with Section 2898 of the Civil Code, the limitations under this Article shall not apply to damage caused to a person regarding their natural rights, nor to damage caused intentionally or through gross negligence, nor in other cases where the obligation to provide compensation cannot be limited under mandatory legal regulations.
The contracting parties shall without undue delay notify each other of circumstances threatening to cause damage and shall take reasonable measures to avert or mitigate it (Section 2900 et seq. of the Civil Code).

X. FORCE MAJEURE

Neither party is liable for a breach of an obligation caused by an extraordinary, unforeseeable, and insurmountable obstacle arising independently of their will within the meaning of Section 2913 (2) of the Civil Code (force majeure), in particular, a natural disaster, epidemic, war, embargo, manufacturer’s production failure, interruption of transport routes, or intervention by a public authority.
The affected party is obliged to notify the other party in writing of the force majeure obstacle without undue delay. For the duration of the obstacle, the deadlines for performance are extended by the period of its duration.
If the force majeure obstacle lasts longer than 30 days, either party is entitled to withdraw from the affected purchase agreement.

XI. BRAND PROTECTION, INTELLECTUAL PROPERTY, AND RESALE RULES

The Buyer is entitled to use trademarks, logos, photographs, product texts, and other marketing materials provided by the Seller exclusively for the purpose of promoting and selling original El Camino brand Goods, for the duration of the business cooperation. Any other use, modification, or provision of these materials to third parties requires the prior written consent of the Seller.
The Buyer must not modify packaging, instructions, safety labels, conformity markings, warnings, or other product documentation without the prior written consent of the Seller. The Buyer is obliged to fulfill the obligations of a distributor under Regulation (EU) 2023/988 of the European Parliament and of the Council on general product safety, in particular, not to place on the market Goods that they know or should know are not safe, and to cooperate in potential corrective measures and the recall of Goods from the market.
The Buyer is obliged to present and sell the Goods in a manner that does not harm the good reputation of the El Camino brand or the Seller, does not mislead customers, and corresponds to the character and safety designation of products for children.
The sale of Goods via third-party online marketplaces and dropshipping is permissible only with the prior written consent of the Seller. The consent may be conditioned upon fulfilling qualitative requirements for the presentation of the Goods (in particular, the use of authorized product materials, proper identification of the seller, customer service, and complaint handling). The Seller will not unreasonably withhold consent if the sales channel meets the agreed qualitative requirements. The sale of Goods via the Buyer’s own e-shop and the Buyer’s selling prices are not restricted by this provision.
Any recommended retail prices communicated by the Seller are non-binding and serve informational purposes only. The Buyer determines their selling prices completely independently. Failure to adhere to recommended prices does not constitute a breach of these GTC, and the Seller will draw no consequences from it.
The Buyer is responsible for compliance with all regulatory, tax, linguistic, and consumer requirements related to the resale of the Goods on the markets where they sell the Goods, including potential language versions of instructions and labeling.
A breach of the obligations under this Article is considered a material breach of contract. In such a case, the Seller is entitled to suspend deliveries, reject further orders, withdraw from unfulfilled purchase agreements, and terminate business cooperation; the claim for damages remains unaffected.

XII. CONFIDENTIALITY

Wholesale prices, price lists, rebates, bonus and individual business terms, information about the availability of Goods, business strategies, and non-public product materials of the Seller are confidential information, or trade secrets within the meaning of Section 504 of the Civil Code.
The Buyer undertakes not to disclose confidential information to third parties without the prior written consent of the Seller and to use it exclusively for the purposes of business cooperation under these GTC. This does not apply to disclosures required by legal regulations or to professional advisors bound by confidentiality.
The obligation of confidentiality persists even after the termination of business cooperation.

XIII. PERSONAL DATA PROTECTION

The Seller processes the personal data of the Buyer’s representatives and contact persons for the purpose of negotiating the conclusion of an agreement, fulfilling the agreement, maintaining a wholesale account, invoicing, and related business communication, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and Act No. 110/2019 Coll., on Personal Data Processing.
Detailed information regarding the processing of personal data is provided in the Privacy Policy document available on the Web Interface.
The Buyer is responsible for ensuring that the personal data of their employees and contact persons are transferred to the Seller in compliance with legal regulations.

XIV. TERMINATION OF BUSINESS COOPERATION

The Seller is entitled to withdraw from a specific purchase agreement or suspend or terminate business cooperation with the Buyer in the event of a material breach of these GTC by the Buyer, particularly in the event of a default in the payment of any due receivable, a breach of the resale rules under Article XI, damage to the brand’s good reputation, or if the Buyer enters into insolvency proceedings or liquidation.
Withdrawal or termination of cooperation does not affect claims arising before they become effective, especially the claim for the payment of outstanding amounts, default interest, and compensation for damage, nor provisions that, by their nature, are to survive (especially confidentiality, intellectual property protection, retention of title, and dispute resolution).

XV. GOVERNING LAW AND DISPUTE RESOLUTION

These GTC, every purchase agreement, and all legal relations arising from them or relating to them are governed by the laws of the Czech Republic, particularly the Civil Code, excluding conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded in accordance with its Article 6.
The Parties undertake to resolve disputes amicably as a priority. If a dispute cannot be resolved amicably, the courts of the Czech Republic shall have jurisdiction to decide it, whereby the locally competent court shall be the general court of the Seller based on their registered office (Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code). For a Buyer with a registered office in another EU Member State, this clause is agreed upon as an exclusive choice of court within the meaning of Article 25 of Regulation (EU) No 1215/2012 of the European Parliament and of the Council (Brussels I recast) in favor of the courts of the Czech Republic, with local jurisdiction assigned to the court according to the Seller’s registered office.

XVI. AMENDMENTS TO THE GTC

The Seller is entitled to amend these GTC, in particular in response to changes in legal regulations, business policy, or logistical conditions. The Seller will publish the new version of the GTC on the Web Interface and notify Buyers with a registered account at least 14 days before it takes effect. A Buyer who does not agree with the new version of the GTC is not obliged to place further orders after it takes effect.
Purchase agreements concluded before the effective date of the new version of the GTC shall be governed by the version in effect at the time the purchase agreement was concluded.

XVII. FINAL PROVISIONS

The written form is also maintained for legal acts made by electronic mail or via the Web Interface, provided that the intent of the acting party follows from it and it is clear who acted; Section 562 (1) of the Civil Code is not affected by this.
The Buyer is not entitled to assign their claims against the Seller (Section 1881 of the Civil Code) nor to assign the purchase agreement or any part thereof to a third party (Section 1895 of the Civil Code) without the prior written consent of the Seller.
If any provision of these GTC becomes invalid, ineffective, or unenforceable, the validity and effectiveness of the remaining provisions shall not be affected. The Parties shall replace such a provision with a valid provision that best corresponds to its economic purpose.
If these GTC are drawn up in multiple language versions, the Czech version shall prevail.
These GTC come into effect on September 10, 2026, and apply to orders placed after this date. These GTC replace the Seller’s previous terms and conditions as of their effective date; orders placed before this date shall be governed by the previous version.