Terms and Conditions

Business terms for B2B sales of corporate gifts, promotional products, branded merchandise, and custom production by SDI Gifts s.r.o.

Company

SDI gifts s.r.o.

B2B supplier of corporate gifts, branded merchandise, promotional products, and custom production across Europe. Registered in the Commercial Register maintained by the Municipal Court in Prague, file no. C 247957.

Registered office

Křemenáčová 90/6
104 00 Praha 10
Czech Republic

Company ID / IČ

04461223

VAT ID / DIČ

CZ04461223

info@sdigifts.eu

Phone

+420 773 047 945

1. Scope and B2B nature

1.1These Terms and Conditions apply to all quotations, offers, orders, order confirmations, proforma invoices, invoices, deliveries, and contracts concluded between SDI gifts s.r.o. as the Seller and a business customer as the Buyer.
1.2The Seller supplies corporate gifts, promotional products, branded merchandise, packaging, printed materials, and custom-made or customised Goods mainly to companies, organisations, resellers, agencies, and other business customers.
1.3These Terms are intended for B2B transactions only. By placing an order, approving artwork, requesting production, or paying a proforma invoice, the Buyer confirms that it acts as a business customer and not as a consumer.
1.4If an individually agreed written contract, quotation, order confirmation, proforma invoice, or invoice differs from these Terms, the individually agreed written terms prevail.
1.5The Buyer’s own terms and conditions do not apply unless the Seller expressly accepts them in writing.

2. Offers, quotations, and order formation

2.1All offers and quotations are non-binding unless expressly stated otherwise in writing. Product availability, prices, delivery dates, branding costs, transport costs, stock availability, and production capacity may change until the Seller confirms the order.
2.2A contract is concluded only when the Seller expressly accepts the order in writing, issues an order confirmation, or otherwise clearly confirms acceptance. A proforma invoice may constitute acceptance only if expressly stated or if the Seller requests payment as confirmation of an accepted order.
2.3The Buyer is responsible for checking that all order details are correct before approval. This includes the product type, quantity, colour, size, branding method, artwork, delivery address, invoice details, VAT details, intended use, destination market, and required delivery deadline.
2.4Production starts only after the Seller has received all required final specifications, final artwork approval, required payment, and confirmation of stock or production availability.
2.5Product images, digital previews, catalogues, and samples are illustrative unless expressly agreed otherwise.
2.6Minor differences in colour, material, finish, packaging, dimensions, or branding position may occur within normal production tolerances.
2.7For customised, branded, printed, engraved, specially sourced, or custom-made Goods, the quantity delivered may differ from the ordered or confirmed quantity due to production, supplier, stock, packing, quality-control, transport, or other practical reasons. If fewer Goods are delivered than ordered, the Buyer shall pay only for the quantity actually delivered. If the Buyer has already paid for a higher quantity, the Seller shall issue a proportional credit note, set-off, or refund for the undelivered quantity.
2.8Verbal or telephone arrangements are binding only if confirmed in writing, including by email.

3. Quality, compliance, and product information

3.1Unless specific quality standards, technical specifications, certifications, or product requirements are expressly agreed in writing, the Goods shall conform to general commercial standards applicable to promotional goods of the relevant type, price category, production method, and intended use. Where relevant, the Buyer acknowledges that Goods may reflect ordinary materials, finish, tolerances, and production characteristics of the relevant supplier, production batch, or country of manufacture. This does not limit any mandatory product, safety, labelling, or regulatory obligations that apply to the Seller under applicable law.
3.2The Buyer must inform the Seller in writing before order confirmation if the Goods are intended for children, food contact, electrical use, cosmetics or medical use, regulated sectors, public-sector distribution, resale, consumer distribution, or distribution outside the EU/EEA.
3.3The Buyer must also inform the Seller in writing before order confirmation of any special regulatory, technical, safety, labelling, industry, advertising, packaging, language, destination-country, or target-market requirements.
3.4The Seller may refuse, suspend, or cancel an order if the Seller reasonably believes that the Goods, artwork, branding, packaging, destination market, intended use, regulatory status, or Buyer instructions may create a compliance risk or may breach applicable law, third-party rights, product-safety rules, sanctions, customs rules, advertising rules, or ethical standards.
3.5The Seller is not responsible for non-compliance to the extent caused by incomplete or incorrect information provided by the Buyer, including missing destination-country requirements, missing product-use requirements, missing regulatory requirements, or incorrect specifications.
3.6Normal production tolerances may apply to colour, shade, dimensions, material, finish, packaging, and branding position.
3.7Goods are not defective only because of minor differences that do not materially affect their agreed use.
3.8The Seller is not liable for defects caused by improper use, unsuitable storage, normal wear and tear, unauthorised modification, further processing, or use contrary to normal intended use.

4. Artwork, branding, samples, and intellectual property

4.1The Buyer is responsible for providing suitable artwork, logos, brand colours, instructions, and other materials needed for production. Vector files such as AI, EPS, or PDF are preferred for logo preparation and print production.
4.2Before production, the Seller may provide visual artwork, a mockup, or a production proof. The Buyer must carefully check all details before approval, including spelling, colours, logo placement, dimensions, product type, quantity, and technical specifications.
4.3Once the Buyer approves artwork, a mockup, production proof, or final specifications, changes may no longer be possible. If changes are still technically possible, the Buyer must pay all additional costs and accept any resulting delay.
4.4Samples are illustrative and may differ from final production due to batch differences, material differences, supplier changes, colour tolerances, branding method, production technology, or other technical differences.
4.5Pre-production samples, physical proofs, special sample preparation, and sample delivery are charged unless agreed otherwise in writing and may affect delivery deadlines.
4.6The Buyer confirms that it has the right to use all logos, trademarks, designs, text, images, and other materials supplied to the Seller.
4.7The Buyer shall indemnify the Seller against third-party claims arising from materials supplied, requested, or approved by the Buyer.
4.8The Seller is not responsible for errors approved by the Buyer, including spelling errors, incorrect colours, incorrect logo versions, or incorrect placement.

5. Prices, payment, VAT, customs, and ownership

5.1The Buyer agrees that invoices, proforma invoices, credit notes, and related accounting documents may be issued and delivered electronically.
5.2Prices are usually stated in EUR unless agreed otherwise. Unless stated otherwise in writing, prices exclude VAT, transport, customs duties, import charges, tariffs, bank fees, local taxes, unloading costs, storage charges, and destination-country administrative charges. VAT is charged according to applicable law.
5.3Payment terms are stated in the quotation, order confirmation, proforma invoice, invoice, or separate written agreement. The Seller may require full or partial advance payment before ordering Goods, reserving stock, preparing artwork, starting branding, or beginning custom production.
5.4If the Buyer requests VAT-exempt or zero-rated treatment, the Buyer must provide all information and documents required by applicable law, including a valid VAT number and evidence of transport or export where required. If the conditions for VAT-exempt or zero-rated treatment are not met, the Seller may charge VAT according to applicable law.
5.5Production and delivery deadlines start only after the Seller has received all required information, final artwork approval, confirmed stock or production availability, and cleared payment if advance payment is required.
5.6Each Party bears taxes, costs, charges, customs duties, tariffs, and official fees arising in its own territory, unless agreed otherwise in writing or required by the applicable Incoterms.
5.7Shipping costs are agreed individually according to the order, delivery location, quantity, and current carrier pricing.
5.8Unless agreed otherwise in writing, ownership of the Goods passes to the Buyer only after the Seller has received full payment of all amounts due for the relevant order.
5.9If the Buyer is late with payment, the Seller may suspend production, delivery, or further cooperation and may claim statutory default interest and reasonable collection costs.

6. Delivery, risk, documents, and acceptance

6.1Delivery dates and production times are estimates unless expressly confirmed as binding in writing. The Seller will use reasonable efforts to meet agreed deadlines, but delays may occur due to supplier availability, artwork approval, stock availability, production capacity, transport, customs, force majeure, or other circumstances outside the Seller’s control.
6.2Unless agreed otherwise, delivery is made under DAP Incoterms 2020 to the delivery address agreed with the Buyer. Transport costs are charged separately unless included in the written offer or order confirmation.
6.3Risk passes according to the agreed Incoterms. If the Buyer fails to take delivery, provides incorrect delivery information, refuses delivery, is unavailable for delivery, or delays customs or import clearance, risk passes when the Goods are made available for delivery, and the Buyer bears storage, re-delivery, return, carrier, customs, and related costs.
6.4The Buyer must ensure that the delivery address, contact person, phone number, customs information, VAT details, import information, and any delivery restrictions are complete and correct.
6.5Where applicable, the Seller may provide an invoice, packing list, export declaration, or other customary delivery documents.
6.6The Buyer must inspect delivered packages immediately upon receipt.
6.7Visible transport damage must, where reasonably possible, be noted with the carrier at the time of delivery and documented with photos of the product, outer packaging, inner packaging, and shipping label. Failure to document visible transport damage may affect the handling of related complaints.
6.8Partial deliveries are allowed if reasonable or necessary for production, stock, or transport reasons, unless agreed otherwise in writing.
6.9The Seller may use suppliers, subcontractors, carriers, production partners, fulfilment partners, and other third parties for the performance of an order without the Buyer’s prior consent, unless expressly agreed otherwise in writing. The Seller remains responsible to the Buyer for performance of the order subject to these Terms.

7. Cancellation and custom-made Goods

7.1Orders for custom-made Goods, branded Goods, printed Goods, engraved Goods, specially sourced Goods, or Goods produced according to the Buyer’s specifications cannot be cancelled after artwork approval, production approval, supplier confirmation, stock reservation, or production start, unless the Seller agrees otherwise in writing.
7.2If the Buyer cancels or delays an order after costs have been incurred, the Buyer must pay all costs already incurred by the Seller, including product costs, branding costs, artwork preparation, supplier cancellation charges, transport, storage, and administrative costs.
7.3If production has already been completed or Goods have been customised for the Buyer, the Buyer must pay the full agreed price.
7.4Cancellation requests must be made in writing, including by email.
7.5A delay caused by missing Buyer information, late artwork approval, late payment, incomplete compliance information, or incomplete delivery details does not release the Buyer from payment obligations.

8. Complaints, defects, and returns

8.1The Buyer must inspect the Goods without undue delay after delivery. Claims concerning quantity, wrong Goods, visible defects, or transport damage must be reported in writing as soon as possible and no later than 10 days after receipt of the Goods.
8.2Hidden defects that could not reasonably be discovered during inspection must be reported in writing without undue delay after discovery.
8.3A complaint must include the order or invoice number, product description, claimed quantity, clear description of the issue, photos or videos of the defect, photos of the packaging where relevant, and the Buyer’s requested remedy.
8.4The Seller will acknowledge receipt of a properly documented complaint within a reasonable time, usually within 5 business days.
8.5The Seller may request additional evidence, return of samples, carrier documentation, inspection by the Seller, or an independent professional assessment where reasonably necessary.
8.6The Buyer may not return Goods without the Seller’s prior written approval.
8.7Customised, branded, printed, engraved, or specially sourced Goods cannot be returned unless the Seller confirms in writing that the Goods are defective and approves the return.
8.8The Seller shall review a properly documented complaint within a reasonable time, usually within 30 days, depending on the nature of the Goods, supplier review, carrier investigation, or technical assessment.
8.9Silence or delay by the Seller shall not be deemed acceptance of a complaint.
8.10Accepted complaints may be resolved, at the Seller’s discretion and subject to mandatory applicable law, by repair, rework, replacement, delivery of missing Goods, reasonable price reduction, credit note, set-off against outstanding or future invoices, or refund of the affected Goods.

9. Liability

9.1Subject to mandatory applicable law, the Seller is not liable for indirect, incidental, consequential, or special damages, including loss of profit, loss of business, loss of goodwill, loss of opportunity, campaign loss, or damage caused by delayed delivery.
9.2Subject to mandatory applicable law, the Seller’s total liability arising from or in connection with an order is limited to the price paid by the Buyer for the affected Goods under that order.
9.3The exclusions and limitations of liability set out in these Terms do not apply to liability for damage caused intentionally or by gross negligence, liability for harm to life, health or other natural rights of a person, liability arising from mandatory product safety, regulatory or statutory obligations, or any other liability that cannot be excluded or limited under applicable mandatory law.
9.4The Seller is not liable for defects caused by incorrect use, unsuitable storage, further processing, unauthorised modification, or use contrary to normal intended use.
9.5The Buyer is responsible for ensuring that ordered Goods are suitable for the Buyer’s intended campaign, audience, target market, destination country, regulatory environment, and use case.

10. Force majeure and supply chain events

10.1The Seller is not responsible for delay or non-performance caused by circumstances outside its reasonable control, including natural disasters, fire, flood, war, terrorism, strike, epidemic, pandemic, government measures, import or export restrictions, supplier failure, material shortages, transport disruption, customs delay, energy outage, or technical failure.
10.2If such circumstances occur, affected deadlines are extended for the duration of the relevant circumstances and for a reasonable period needed to resume performance.
10.3The affected Party should inform the other Party without undue delay if a force majeure event materially affects performance.
10.4Force majeure does not release the Buyer from payment obligations for Goods already produced, customised, reserved, or delivered.

11. Buyer distribution, resale, and compliance

11.1If the Buyer resells, distributes, donates, gives, provides, or otherwise makes the Goods available to employees, clients, event visitors, consumers, distributors, or other third parties, the Buyer is responsible for ensuring that such distribution and use comply with applicable laws in the destination market.
11.2This responsibility includes marketing claims, product descriptions, instructions, warnings, local-language information, packaging, labelling, sector-specific requirements, age restrictions, product-use limitations, and destination-country rules, except to the extent the Seller has expressly accepted such responsibility in writing.
11.3The Buyer must not market, resell, distribute, or use the Goods in a way that is misleading, unsafe, unlawful, or inconsistent with the agreed product specifications, intended use, warnings, or instructions.
11.4The Buyer confirms that the Goods will not be exported, re-exported, supplied, transferred, distributed, or used in breach of applicable sanctions, export-control, customs, or trade-restriction laws.
11.5The Seller may refuse, suspend, or cancel an order if sanctions, export-control, customs, product-compliance, reputational, or trade-restriction risks arise.

12. Assignment, communication, and confidentiality

12.1The Buyer may not assign or transfer any rights or obligations under an order without the Seller’s prior written consent.
12.2Written communication includes email and any other electronic communication that can be reasonably stored, reproduced, and linked to the relevant order, including for the purposes of approvals, quotations, order confirmations, artwork approval, production approval, complaints, and notices, unless mandatory law requires another form.
12.3Both Parties must keep confidential any non-public business, technical, pricing, production, customer, or supplier information received from the other Party, unless disclosure is required for contract performance, by law, by court, by public authority, or with the other Party’s consent.
12.4The Seller may use photographs, videos, or other visual records of completed Goods for non-public business purposes, including internal presentations, sales discussions, training, supplier communication, quality control, portfolio preparation, and reference materials, provided that confidential pricing, non-public Buyer information, and information expressly marked as confidential are not disclosed.
12.5If the Buyer does not want such non-public business use, the Buyer must inform the Seller in writing before the order is confirmed.
12.6The Seller may use photographs, videos, or other visual records of Goods produced for the Buyer for the Seller’s public portfolio, website, social media, presentations, advertising, and other marketing purposes where such use has been approved by the Buyer.
12.7Approval for public portfolio or marketing use may be granted by email, order confirmation, artwork approval, written communication, electronic communication, checkbox confirmation, or other reasonable evidence of approval. The Seller may rely in good faith on approval given by a person who appears to be authorised to act on behalf of the Buyer.
12.8Approved public portfolio or marketing use may include the display of the Buyer’s name, logo, trademark, branded Goods, product photographs, or project reference only to the extent reasonably connected with the approved reference. By granting such approval, the Buyer acknowledges that, unless expressly stated otherwise in writing, such use is a factual reference to Goods produced or services supplied by the Seller and does not constitute or imply sponsorship, certification, partnership, official supplier status, recommendation, or endorsement by the Buyer. The Seller shall not knowingly disclose confidential project details.
12.9The Buyer may object to future use of approved public portfolio or marketing materials by written notice. In such case, the Seller shall remove the relevant material from its website and active marketing channels under the Seller’s control within a reasonable time. Such objection does not affect use made before the objection, already distributed materials, archived materials, historical posts, cached content, third-party reposts, printed materials, or materials that cannot reasonably be recalled or removed.
12.10Where the Buyer communicates with the Seller through the Seller’s sales representative, sales agent, account manager, or other person acting as a communication contact for the Seller, any order instruction, artwork approval, production approval, portfolio-use approval, marketing-use approval, or other written or electronic approval communicated to such person shall be treated as communicated to the Seller. The Seller may rely in good faith on approvals communicated through such person, provided that the approval appears to relate to the relevant order, Goods, photographs, videos, visual records, logo, branding, or project reference.

13. Personal data

13.1The Seller processes business contact data provided by the Buyer for the purpose of handling enquiries, preparing quotations, performing contracts, delivering Goods, accounting, tax compliance, legal obligations, and business communication.
13.2The Buyer is responsible for ensuring that any personal data it provides to the Seller has been collected and shared lawfully.
13.3The Seller does not sell personal data to third parties. Personal data may be shared where necessary for order performance, delivery, accounting, legal compliance, or protection of legal claims.
13.4A separate privacy policy is available at www.sdigifts.eu/privacy and provides more detailed information about personal data processing.
13.5The Buyer may contact the Seller regarding personal data at info@sdigifts.eu.

14. Governing law, jurisdiction, and CISG exclusion

14.1These Terms, all orders, and all contractual relationships between the Seller and the Buyer are governed by the laws of the Czech Republic.
14.2Any dispute arising out of or in connection with these Terms, any order, any contract, or any delivery shall be resolved by the competent courts of the Czech Republic. Where legally permissible, the locally competent court shall be the court having jurisdiction over the Seller’s registered office.
14.3The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded to the extent permitted by law.

15. Final provisions

15.1The Seller may update these Terms from time to time. The version applicable to a specific order is the version in force at the time the order is accepted by the Seller, unless the Parties agree otherwise in writing.
15.2If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain valid and enforceable. The invalid provision shall be replaced by a valid provision that most closely reflects the commercial purpose of the original provision.
15.3These Terms are prepared in English for international B2B communication.
15.4All changes to a confirmed order must be agreed in writing.
15.5No waiver of rights is valid unless made in writing.
15.6The headings in these Terms are for convenience only and do not affect interpretation.