TERMS AND CONDITIONS

1.1. These terms and conditions (hereinafter referred to as "Terms and Conditions") of UMARUTTI s.r.o., with registered office at Kozí 916/5, Staré Město, 110 00 Prague 1, ICO: 41690885, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, insert 3999 (hereinafter referred to as "Seller") govern, in accordance with the provisions of § 1751 paragraph 1 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as "Civil Code"), the mutual rights and obligations of the contracting parties arising from and in connection with the purchase agreement regarding the sale of goods (hereinafter referred to as "Purchase Agreement") concluded between the Seller and a legal entity or a natural person acting when ordering goods within the scope of their business activity or in the course of their independent profession (hereinafter referred to as "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 sales initiated or confirmed by other means of communication. The AreteApp portal is a wholesale portal intended solely for companies or entrepreneurs engaged in the production or sale of jewelry.

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

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 written form. Deviating arrangements in the Purchase Agreement, which were concluded in written form, 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 wording of the Terms and Conditions may be changed or supplemented by the Seller. This does not affect the rights and obligations of the contracting parties arising during the validity of the previous version of the Terms and Conditions.

1.5. If any provision of these Terms and Conditions or the Purchase Agreement becomes invalid, ineffective, or unenforceable, this fact does not affect the validity, effectiveness, and enforceability of the other provisions. The contracting parties undertake to replace such 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 cut natural diamonds, while also offering laboratory-created diamonds, jewelry, products made of precious metals and gemstones (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 "Web Interface"). The provision of § 1732 paragraph 2 of the Civil Code shall not apply, and the information provided in the Web Interface is not an offer 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 such Goods.

2.4. In the event that a specific offer is prepared for the Buyer by the Seller based on the Buyer's request (hereinafter referred to as "Specific Offer"), the Specific Offer may also be prepared by the Seller in US dollars (USD) or in EURO currency (see Article 6.1). The Specific Offer is not an offer by the Seller to conclude a contract unless expressly marked as binding. The procedure for concluding the Purchase Agreement is governed by Article 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, market conditions, and the current exchange rate of the Czech koruna against other currencies.

2.6. Unless expressly stated otherwise, the prices of Goods quoted by the Seller are without value added tax (VAT) and without costs related to the delivery of Goods.

2.7. If a diamond has been modified or processed to change or enhance its color by means other than generally accepted cutting practices, this fact is indicated by the Seller in the offer for such diamond for sale.

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

3.2. The Terms of Use of the Platforms 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 violation of which may lead to temporary restrictions 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 guaranteed, is provided free of charge (unless expressly stated otherwise for specific premium services), and the Seller reserves the right at its discretion to deny any interested party registration or use of the Platforms, or to restrict or cancel access at any time in accordance with the Terms of Use of the Platforms.

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

• a) When registering a User Account and when using the Platforms for the purpose of ordering Goods, the Buyer is obliged to provide all required information accurately, completely, and truthfully. The information provided in the User Account must be promptly updated by the Buyer upon any change. The information provided by the Buyer is 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 for accessing their User Account and to protect it from misuse by third parties.
• c) The Buyer is not entitled to allow unauthorized third parties to use the User Account. The Buyer is responsible for any orders or other actions made through their User Account as if they had made them themselves. The Buyer is fully responsible for all Orders made through their User Account, even if access to the User Account was 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 Terms of Use of the Platforms, and have committed to comply with them.

3.4. The Buyer acknowledges that the availability of the Platforms may not be continuous, particularly with regard to necessary maintenance of the Seller's or third parties' hardware and software, or due to force majeure. Details about planned maintenance and any limitations on availability are, if possible, stated in the Terms of Use of the Platforms 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 Terms of Use of the Platforms, particularly in the event that the Buyer violates these Terms and Conditions, the Terms of Use of the Platforms, or if the User Account has not been used for more 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 to fulfill the Seller's obligations arising from the AML Act (Article 14) even after the Seller's request.

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

• 4.1.1. by sending the Order through the Web Interface of the AreteApp portal (i.e., by filling out and sending the order form);
• 4.1.2. by sending the Order via email to the Seller's contact email;
• 4.1.3. through third-party communication applications (e.g., WhatsApp, Messenger), if this method of communication is accepted by the Seller;
• 4.1.4. by phone, provided that such Order must subsequently be confirmed in writing by the Buyer (e.g., by email or through the Web Interface), unless the parties agree otherwise.

4.2. By sending the Order through 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 accept the ordered goods and to pay the purchase price. The Buyer acknowledges that by sending the order through the web interface, a payment obligation arises.

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

4.4. The Seller is always entitled, depending on the nature of the order (quantity of goods, purchase price, estimated shipping costs), to request additional confirmation of the order from the Buyer (for example, in writing via email), to provide security for the payment of the purchase price of the goods, or to pay a deposit on the price of the goods and for the reimbursement of related costs (shipping, packaging).

4.5. The Buyer acknowledges and agrees that the availability of a specific piece of Goods and its price must be verified by the Seller in some cases 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 significantly changed.

4.6. The contractual relationship from the Purchase Agreement between the Seller and the Buyer arises at one of the following moments, depending on which occurs first, thereby resulting in the acceptance of the Order by the Seller:

• 4.6.1. in the case of an Order made through the Web Interface, at the moment of delivery of an automatic or individual confirmation of receipt of the Order by the Seller to the electronic address of the Buyer specified in the User Account or in the Order (hereinafter referred to as "Order Confirmation"), unless otherwise explicitly stated in this Order Confirmation (e.g., that it is only a confirmation of the registration of the inquiry and the Purchase Agreement will arise only upon subsequent explicit acceptance of the Order by the Seller);
• 4.6.2. in the case of an Order made in another way (email, communication application, by phone with subsequent confirmation), upon delivery of the explicit acceptance of the Order (acceptance) by the Seller to the Buyer, usually via email to the Buyer's email address (hereinafter also referred to as "Order Confirmation");
• 4.6.3. by issuing a pro forma invoice or tax document (invoice) by the Seller for the given Order and delivering it to the Buyer;
• 4.6.4. by a factual legal act of the Seller consisting of sending or delivering the ordered Goods to the Buyer, or by another act of 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 who place Orders on their behalf (including employees and other authorized persons to whom the Buyer has delegated the ability to place orders in the AreteApp application or in another way) are properly informed that by sending the Order, particularly through 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 responsible for all Orders placed on their behalf by these persons.

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

5.1. Under 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 the receipt of the Order) and to transfer ownership of the Goods to the Buyer, whereby the Buyer undertakes under the Purchase Agreement to accept the Goods and 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 specified in the Purchase Agreement (or in the Order Confirmation, invoice, or other document confirming the receipt of the Order). In the event that 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 will be used to convert such currency to Czech koruna.
• 6.1.2. If the exchange rate is not agreed upon in the Purchase Agreement, the exchange rate (selling) offered by the Seller's bank on the date of issuance of the tax document (invoice) for the given Purchase Agreement will be used.
• 6.1.3. If a payment due date longer than one (1) day is agreed upon and the rate is not agreed upon, the Seller may require the Buyer to pay the purchase price in the currency agreed in the Purchase Agreement, or for the conversion of such currency to Czech koruna, use the exchange rate (selling) offered by the Seller's bank at the time of payment of such purchase price.
• 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 contract.

6.2. If there is a change in the exchange rate of EUR/CZK or USD/CZK (depending on the currency of the transaction) of more than ± 3% between the date of conclusion of the Purchase Agreement (i.e., the date of acceptance of the Order according to Article 4.6) and the date of crediting the full purchase price to the Seller's account compared to the rate applicable on the date of conclusion of the Purchase Agreement (according to the exchange rate of the Czech National Bank mid for the relevant 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 foreign currency. The Seller will promptly inform the Buyer of this fact and invite them to confirm the new price. The Buyer is obliged to confirm the new price within two (2) hours of receiving the invitation, otherwise, it is deemed that they have withdrawn from the Purchase Agreement. This provision applies only if 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 bank transfer to the Seller's account specified in Appendix No. 1 of these Terms and Conditions or on the invoice (hereinafter referred to as "Seller's Account") before the shipment of the Goods (payment in advance), unless otherwise agreed;
• 6.3.2. if it is agreed in the Purchase Agreement, the Buyer may also pay the price of the Goods by bank transfer to the Seller's Account based on the tax document - invoice, with the due date for the price of the Goods specified 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 cash payment restrictions;
• 6.3.4. in cash on delivery at a location designated by the Buyer, provided that such location is within the territory of the Czech Republic and this payment method was offered by the Seller and chosen by the Buyer;
• 6.3.5. via 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 processing 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's side.

6.4. Unless otherwise specified, the Buyer is obliged to pay the Seller not only the price of the Goods but also the costs associated with the delivery of the Goods (e.g., transportation, packaging). Unless explicitly stated otherwise, the provisions regarding 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 specified by generally binding legal regulations and in accordance with these regulations.

6.6. In the case of any cashless payment, the Buyer is obliged to pay the price of the Goods or a deposit on the price of the Goods along with the variable payment symbol provided by the Seller. In the case of any cashless payment, the Buyer's obligation to pay the price of the Goods or a deposit on the price of the Goods is fulfilled at the moment the relevant amount is credited to the Seller's Account.

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

6.8. In the event of the Buyer's delay in paying any payment or its part, the Seller has the right to interest on late payment at the rate of 0.05% of the overdue amount for each day of delay, but not exceeding the amount specified by legal regulations (e.g., Government Regulation No. 351/2013 Coll.). The agreed interest on late payment is not in conflict with § 1971 of the Civil Code. In the event of the Buyer's delay in paying the price of the Goods, a deposit 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 to the Buyer under this or other Purchase Agreements until all due obligations of the Buyer are fully paid. This does not affect the Seller's right to compensation for damages. In addition to interest on late payment, the Seller is entitled to compensation for costs associated with the enforcement of each receivable at least at the minimum statutory amount specified by the relevant legal regulation.

6.9. If the funds provided by the Buyer are insufficient to cover all due receivables of the Seller against the Buyer, the payments made by the Buyer will be applied to the Seller's receivables against the Buyer in the following order: costs associated with the collection of the receivable, interest on late payment, other accessories of the receivable, principal of the debt with the earliest due date.

6.10. Receivables against the Seller can only be unilaterally set off against the price of the Goods if they are due receivables acknowledged in writing by the Seller as to the reason and amount or if they are receivables of the Buyer recognized by a final enforceable decision of a court or arbitrator.

6.11. If it is customary in commercial relations or if it is 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 electronic address. At the Buyer's request, the Seller will send the tax document – invoice in printed form. The Buyer agrees to the use of electronic invoices.

7.1. If the Seller is obliged to deliver the Goods to a place designated by the Buyer under the Purchase Agreement, the Buyer is obliged to take delivery of the Goods upon delivery. If the Buyer does not take delivery of the Goods upon delivery, the Seller is entitled to claim 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. In the event that it is necessary to deliver the Goods repeatedly or in a manner different from that specified in the Purchase Agreement due to reasons on the part of the Buyer, the Buyer is obliged to pay the costs associated with repeated delivery or other means of delivery.

7.3. Upon receipt of the Goods from the carrier, the Buyer is obliged to check the number (quantity) of the Goods and the integrity of the packaging of the Goods and in case of any obvious defects (e.g., damage to the packaging, incorrect number of packages) to promptly notify the carrier and the Seller and note this fact in the transport document. The Buyer is obliged to confirm receipt of the Goods on the delivery note or other similar document. If the Buyer accepts a damaged shipment from the carrier without reservations, it is deemed that the shipment was delivered properly, and any later complaint regarding the violation of the packaging of the shipment or obvious quantity defects may not be taken into account.

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. If no objective obstacles prevent the delivery of the Goods, 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 the place of delivery (if the Goods are not located in Prague at the time of the conclusion of the Purchase Agreement, such 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 the Goods are considered to be all circumstances preventing the delivery of the Goods that the Seller did not cause and could not reasonably foresee or influence (force majeure), especially operational disruptions, difficulties in transporting the 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 of state authorities, etc. If such an obstacle lasts longer than sixty (60) days, the Seller is entitled to withdraw from the Purchase Agreement.

7.6. If the delivery of the Goods occurs no later than thirty (30) days from the day when the Goods were to be delivered according to the Purchase Agreement, and this delay was caused by circumstances on the part of the Seller that are not force majeure, this shall not be considered a material breach of the Purchase Agreement. The Buyer does not have any claims for damages against the Seller arising from such delivery, provided that 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 takes delivery of the Goods from the carrier, or if the Buyer does not do so in a timely manner, at the time when the carrier allows the Buyer to handle the Goods and the Buyer breaches the contract by not taking delivery of 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 handing over the Goods to the first carrier for transport to the destination.

8.2. If the taking over of the Goods at the Seller's premises has been agreed, the risk of damage to the Goods passes to the Buyer at the time the Buyer takes delivery of the Goods from the Seller, or if the Buyer does not do so in a timely manner, at the time when the Seller allows the Buyer to handle the Goods and the Buyer breaches the contract by not taking delivery of the Goods.

8.3. Damage to the Goods that occurs after the risk of damage passes 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 of the Goods passes to the Buyer only upon full payment of the entire purchase price of the Goods and all related costs (reservation of title according to § 2132 of the Civil Code). Until the transfer of ownership, the Buyer is obliged to handle the Goods with the care of a good manager, protect them from damage, destruction, loss, or theft, and not allow access to them by third parties who might assert any rights to the Goods.

8.5. In the event that the price of the Goods is fully paid by the Buyer before its delivery, and no reservation of title is agreed, ownership of the Goods passes to the Buyer in accordance with the dispositive provisions of the Civil Code, usually at the moment of taking delivery of the Goods, unless otherwise agreed.

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

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

9.3. Labeling of laboratory-created (synthetic) diamonds:

• 9.3.1. In the event that the Buyer purchases laboratory-created diamonds from the Seller (also referred to as synthetic diamonds, lab-grown diamonds, man-made diamonds, etc.), the Buyer is obliged to always clearly, unambiguously, and indelibly indicate when offering, presenting, or selling them to end customers or other merchants that these are diamonds that are not of natural origin but have been created in a laboratory.
• 9.3.2. The Buyer is obliged to clearly and unambiguously label each laboratory-created diamond with at least one of the following terms: "lab-grown diamond", "synthetic diamond", "syntetický diamant" or "laboratorně vytvořený diamant". This labeling must be placed in close proximity to 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 agrees that laboratory-created diamonds will never be labeled solely with the word "diamond" without the appropriate qualifier specifying their origin. In any communication with their client or the public, it will always be clearly declared that these are synthetic/laboratory-created diamonds, and the word "diamond" will exclusively be used as part of the phrase "synthetic diamond", "lab-grown diamond" or "laboratory-created diamond".
• 9.3.4. The Buyer will refrain from using any abbreviations (e.g., LG Diamond, LGD) or misleading or ambiguous designations that could be insufficient for clear, understandable, and explicit communication of the fact that these are synthetic/laboratory-created diamonds.
• 9.3.5. The Buyer is fully responsible for ensuring that all of their personnel, employees, or collaborators are properly trained on the correct way to present and label laboratory-created diamonds in accordance with these Terms and Conditions and applicable legal regulations. The Buyer will ensure that these principles are adhered to on their websites, in their establishments, in marketing materials, and in all communications with end customers or other business partners.
• 9.3.6. Any failure by the Buyer to comply with the obligations set forth in this Article 9.3 shall be considered a material breach of the Purchase Agreement. In such case, the Seller is entitled to immediately withdraw from all unfinished Purchase Agreements with the Buyer, suspend deliveries of further Goods, cancel the Buyer's User Account on the AreteApp portal, and/or terminate any further business cooperation with the Buyer. This does not affect the Seller's right to compensation for damages incurred as a result of such breach.

9.4. The data provided in the documents related to 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 it merely conveys this information.

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

10.2. The Buyer is obliged to inspect the Goods with due care as soon as possible after the transfer of the risk of damage to the Goods, but no later than 48 hours after receiving the Goods. The Buyer is obliged to notify the Seller of any apparent defects without undue delay after their discovery; otherwise, their rights from these defects shall expire. The Buyer is obliged to notify the Seller of any hidden defects without undue delay after they could have been discovered with sufficient care, but no later than 6 (six) months after receiving the Goods. Late notifications of hidden defects may not be considered. The contracting parties acknowledge that the statutory period for notifying hidden defects in B2B relationships is 2 years from the receipt of the Goods, unless otherwise agreed, and by this agreement, they shorten it to the stated 6 months, which they consider reasonable in light of the nature of the Goods and business customs.

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

• 10.3.1. The Goods were not used in accordance with their purpose, the instructions provided in the documents related to the Goods, or contrary to common principles for handling that type of Goods;
• 10.3.2. defects in the Goods were caused by force majeure, accident, or actions of a third party (e.g., improper handling, damage after receipt);
• 10.3.3. defects were caused by erroneous 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, breakage, or other damage to the Goods (especially precious stones) that occurs in connection with their setting (mounting) into jewelry by the Buyer or a third party at the Buyer's request, or during any other manufacturing process or handling of the Goods performed by the Buyer or at their request after the receipt of the Goods. The Buyer acknowledges that setting precious stones and other manufacturing processes are risky operations and it is the Buyer's full responsibility to ensure their professional execution.

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

• 10.4.1. by delivering the missing Goods;
• 10.4.2. by removing the defects of the Goods (e.g., repair);
• 10.4.3. by providing a reasonable discount on the purchase price;
• 10.4.4. by delivering replacement Goods for the defective Goods (exchange);
• 10.4.5. by withdrawing from the contract (only in the case of a material breach of the contract due to defective performance that cannot be remedied in any other way or if the remedy would involve unreasonable costs).

11.1. The Buyer's rights arising from the Seller's liability for defects in the Goods are asserted by the Buyer in writing (via email or registered letter) at the address of the Seller's registered office or at the contact email address specified in Article 1 of these Terms and Conditions (hereinafter referred to as "Complaint").

11.2. In the event that the Goods were delivered in a different quantity, quality, or execution than specified in the Purchase Agreement (apparent defects), the Complaint must be asserted with the Seller immediately after receiving or picking up the Goods by the Buyer, but no later than forty-eight hours from such receipt or pickup of the Goods by the Buyer. If there is no immediate Complaint regarding apparent defects as stated in the previous sentence, it is deemed that the Goods were delivered properly and without apparent defects. Along with the written Complaint, the Buyer is obliged to provide the Seller with all relevant information and documents regarding the complained defects of the Goods, including a description of the defect, photographic documentation (if relevant), a copy of the invoice and delivery note, and possibly a gemological or metallurgical opinion from a qualified expert, if necessary for assessing the defect. The complained Goods must be presented to the Seller for assessment upon their request.

11.3. The exercise of a Complaint regarding the Goods by the Buyer does not affect their obligation to pay the purchase price of the Goods or fulfill other obligations towards the Seller. The provisions of § 2108 of the Civil Code shall not apply, thus the Buyer is not entitled to withhold payment of the purchase price due to a complaint.

11.4. The Buyer has the right to reimbursement of necessary costs incurred in direct connection with the exercise of a justified Complaint. The validity of the Complaint is assessed by the Seller.

11.5. The Seller is obliged to handle the Complaint without unnecessary delay, no later than 30 days from the date of its proper submission and the delivery of all necessary documents, unless the contracting parties agree on a longer period. The Buyer will be informed about the manner of handling the Complaint.

12.1. The emergence of a claim for liability for damages on the part of the Buyer is governed by generally binding legal regulations, unless otherwise stipulated. The Seller is liable only for culpable violation of its obligations.

12.2. A prerequisite for the emergence of a claim for damages is immediate written notification to the Seller regarding the occurrence of damage or the fact that damage may occur, including specification and documentation of the incurred damage.

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

12.4. The contracting parties state, with regard to all circumstances related to the conclusion of the Purchase Agreement, that the total foreseeable damage, including lost profits, that could arise to the Buyer in connection with the Seller's liability, may amount to a maximum of the amount corresponding to 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 that they have learned 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 available through the User Account and Web Interface (including non-public price offers and stock inventories) and other information that is marked as confidential or whose nature requires confidentiality (hereinafter referred to as "Confidential Information").

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

• 13.2.1. is or has become publicly known otherwise than through a breach of the confidentiality obligation by one of the contracting parties;
• 13.2.2. the contracting party had legitimately available 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 inform the other contracting party without delay, if legally permissible).

13.3. The obligation of confidentiality continues even after 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 entitled to automate or manually 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.) for purposes other than the proper execution of the Order in accordance with these Terms and Conditions. Any such action is considered a material breach of the Purchase Agreement, and in such a case, the Seller is entitled to proceed according to Article 9.3.6. of these Terms and Conditions and demand compensation for the incurred damage.

13.5. The Buyer is not entitled to use the business name, logo, trademarks, or any other designation 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 the supplier of the Goods in the course of normal business dealings.

14.1. The Seller is an obligated person within the meaning of Act No. 253/2008 Coll., on certain measures against the legalization of proceeds from crime and the financing of terrorism, as amended (hereinafter referred to as "AML Act"); In fulfilling the obligations from the Purchase Agreement, the parties are obliged to fulfill all obligations arising from the AML Act and related regulations.

14.2. The Seller is entitled at any time during the effects of the Purchase Agreement to request the Buyer (client) to provide cooperation necessary for the identification and verification of the client according to the AML Act, including ongoing client verification. In such a case, the Buyer is obliged to provide the Seller with all cooperation necessary for the identification and verification of the client, in particular, the Buyer is obliged to provide the Seller with the relevant information and documents necessary for the identification and verification of the client. The client or the person authorized to act on behalf of the client in matters of the Purchase Agreement is further obliged to appear at the request of the Seller in person at a place designated by the Seller for the purpose of conducting physical identification of the client, if required by the AML Act. The Buyer is obliged to provide the Seller with cooperation according to this article without unnecessary delay, no later than five (5) working days from the request of the Seller or within another period specified by generally binding legal regulations. The Buyer acknowledges that refusal to provide cooperation with the identification or verification of the client may be considered a sign of suspicious trading within the meaning of the AML Act. The contracting parties have agreed that in the event of refusal to provide cooperation with the identification or verification of the client, the Seller has the right to withdraw from the Purchase Agreement or not to carry out the relevant transaction – i.e., not to provide its performance under the Purchase Agreement. The Seller is also entitled not to carry out the relevant transaction – i.e., not to provide its performance under the Purchase Agreement in cases specified by generally binding legal regulations, especially the provisions of § 15 of the AML Act.

14.3. The Buyer is obliged during the effects of the Purchase Agreement to inform the Seller without unnecessary delay of any changes to the data provided during identification and verification that could affect the proper identification or verification of the Buyer according to the AML Act.

14.4. The Buyer acknowledges that the Seller may incur an obligation in connection with the Purchase Agreement to verify the ownership and management structure of the Buyer and its beneficial owner and to take measures to ascertain and verify the identity of the beneficial owner of the Buyer, including access to the register of beneficial owners according to the law on the register of beneficial owners. The Buyer acknowledges that in the event of a discrepancy identified according to the law governing the register of beneficial owners, the Seller may be obliged to report the identified discrepancy to the court or take other steps required by legal regulations.

Detailed information about the principles and procedures of the Seller in the area of preventing the legalization of proceeds from crime and the financing of terrorism is provided in the Seller's AML policy available at the Seller's website.

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

15.2. A secure reporting channel is available for reporting potential unlawful conduct through the FaceUp platform, which also allows for anonymous reports. Reports can be submitted at https://www.app.faceup.com/cs/c/xgidfb2s/. Alternatively, the relevant person of the Seller can be contacted in the manner specified in the Notification Resolution Directive.

15.3. The Seller undertakes to protect whistleblowers from any retaliatory measures in accordance with the Whistleblower Protection Act. All details regarding the reporting process, the rights of whistleblowers, and the Seller's procedures are governed by 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 electronic address and further agrees to receive commercial communications from the Seller at the Buyer's electronic address. The Buyer may withdraw their consent at any time by following the procedure specified in each commercial communication or by sending a request to the Seller's contact email.

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

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

16.4. The Seller may withdraw from the Purchase Agreement in written form (e.g., by email) until the moment of delivery of the Goods to the Buyer, even without stating a reason. In such a case, the Seller will return all payments received from the Buyer without undue delay. The Buyer is not entitled to compensation in such a case. This right particularly applies to situations where the Goods are unavailable, there has been a significant price change from the supplier, or there was an obvious error in the offer.

17.1. The Buyer declares and warrants that neither they, nor any person controlling or controlled by them, nor their actual owner, is a person subject to any international sanctions (especially UN, EU, UK, US, or other relevant sanction regimes). The Buyer further undertakes that the Goods will not be sold, supplied, exported, transported, or otherwise made available directly or indirectly to persons subject to international sanctions, or to countries or territories subject to international sanctions, in violation of these sanctions or if such actions would lead to a violation of sanctions by the Seller.

17.2. The Buyer is obliged to promptly inform the Seller in writing if they or any person mentioned in point 17.1 becomes a person subject to international sanctions.

17.3. Violation of any declaration, warranty, or obligation stated in this Article 17 is considered a material breach of the Purchase Agreement and establishes the Seller's right to immediately withdraw from the Purchase Agreement, suspend the performance of their obligations, and/or demand compensation for any damages incurred and all costs associated with addressing such a breach.

18.1. The contracting parties agree that all communication between them, including the conclusion of Purchase Agreements, their amendments, annexes, order confirmations, sending invoices, and other legal acts, may take place electronically, particularly through the Web Interface of the AreteApp portal or via email 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 made electronically have the same legal binding effect as acts made in written form with handwritten signatures, unless otherwise specified in these Terms and Conditions or by mandatory provisions of law for specific actions. An electronic signature for the purposes of these Terms and Conditions is also considered a simple email sent from an authorized email address of the contracting party or an action taken through the User Account after proper login.

18.3. The contracting parties are responsible for the functionality and security of their email 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, particularly the Civil Code. The application of the UN 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 Annex 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, with the understanding that for the purposes of the relationship between the Seller and the Buyer:

• 19.3.1. the application of established commercial customs 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 legal acts in favor of their validity, if another interpretation is possible), Section 1748 (possibility of changing the offer with an addition or deviation), Section 1799 and Section 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 specified in these Terms and Conditions.

19.4. All disputes arising from the Purchase Agreement or in connection with it will be resolved primarily amicably. If an amicable resolution cannot be reached, disputes will be resolved by the general courts of the Czech Republic with local jurisdiction determined by the Seller's registered office, unless the law provides otherwise for exclusive local jurisdiction.

19.5. These Terms and Conditions come into effect on May 25, 2025.