General Terms and Conditionsfor Wholesale (B2B) Customers

Valid from: [enter date, e.g. 1 Sept 2026] • Version: [e.g. 1.0]

01 General provisions

These general terms and conditions (hereinafter: the Terms) are issued by EVITAS SHOP d.o.o., [registered office address], company registration number: [________], VAT identification number: [SI________] (hereinafter: the Seller or Evitas).

The Terms govern the business relationship between the Seller and a wholesale (B2B) customer – i.e. a legal entity or sole trader purchasing goods for resale or for the purposes of their business activity and not as a consumer. Consumer protection provisions do not apply to B2B customers; instead, the provisions of the Slovenian Code of Obligations and these Terms apply.

By placing an order via the Evitas B2B portal, the customer confirms that they are familiar with the applicable Terms and agree to them. The Terms published on the day the order is placed shall apply.

02 Registration and access to the B2B portal

• Access to wholesale prices and order placement are only available to registered wholesale customers after approval by the Seller.
• Upon registration, the customer provides true and complete information (company name, registered office, registration number, VAT ID, contact details) and must notify the Seller of any changes.
• Access credentials (username and password) are confidential; the customer is responsible for all orders placed using their credentials.
• For additional product information or help with placing an order, please contact b2b@evitas.si.

03 Prices and VAT

• All prices in the B2B portal are wholesale prices and, unless expressly stated otherwise, are shown excluding VAT. VAT is charged at the applicable rate upon invoicing.
• The Seller reserves the right to change prices. For each order, the price confirmed at the time the order is placed or confirmed shall apply.
• Any discounts, rebates and special conditions apply only if agreed in writing.

04 Placing and confirming an order

• Orders are placed via the B2B portal. The Seller confirms the received order by e-mail; the sales contract is concluded upon the Seller's confirmation of the order.
• The Seller is not liable for any unavailability of items; in such a case, the Seller informs the customer and offers a substitute item or cancels the relevant line item.
• The minimum wholesale order value is [__] EUR excluding VAT. The Seller is not obliged to fulfil orders below this value.

05 Payment terms

• Payment is made by deferred payment against invoice, with a due date of [__] days from the invoice date, to the Seller's bank account [IBAN].
• Deferred payment is available to verified customers; for first orders or until creditworthiness is established, the Seller may require payment against a proforma invoice (advance payment).
• The Seller may set a credit limit (the maximum total value of unpaid invoices). If the limit is exceeded or payment is overdue, the Seller may withhold further deliveries.
• In the event of late payment, the Seller charges statutory default interest and any collection costs.
• The goods remain the property of the Seller until the purchase price is paid in full (retention of title).

06 Delivery and acceptance

• The Seller delivers to wholesale customers in Slovenia and Croatia.
• Delivery costs are borne entirely by the customer, in accordance with the applicable delivery price list or the actual transport costs (parcel or pallet). The delivery cost is stated in the order confirmation or on the invoice.
• An indicative delivery time is stated in the order confirmation. Delivery times are indicative; the Seller is not liable for delays caused by the carrier or force majeure.
• The risk of accidental destruction of or damage to the goods passes to the customer when the goods are handed over to the carrier or, upon collection, to the customer.
• The customer (or their consignee) must inspect the goods upon receipt (see section 8).

07 Method of dispatch: parcel or pallet

The method of dispatch (courier parcel or pallet) is determined by the Seller based on the weight, dimensions, volume and type of goods ordered. As a rule, the following criteria apply:

7.1 When an order is dispatched as parcel(s)

An order is dispatched as courier parcel(s) when all the conditions in the "Parcel delivery" column are met: total weight up to 100 kg, up to 5 parcels, no individual parcel exceeding 31.5 kg or a longest side of 150 cm, and the goods are not bulky/oversized.

• A single courier parcel generally weighs up to 31.5 kg (heavier parcels up to 40 kg only by prior agreement and for an additional charge).
• An order may consist of several parcels (up to and including 5), which are counted together.

7.2 When an order is dispatched on a pallet

An order is dispatched on a pallet when any of the conditions in the "Pallet delivery" column is met – e.g.:

• the total gross weight of the order exceeds 100 kg; or
• the order comprises more than 5 parcels; or
• an individual piece exceeds courier parcel dimensions (over 31.5 kg or a longest side over 150 cm); or
• the goods are bulky / high-volume items in larger quantities (e.g. strollers, cots, wardrobes, high chairs); or
• the total volume of the order exceeds approx. 0.4 m³.

7.3 Pallets and packaging

• Goods on a pallet are protected (wrapped in film, with corner protectors where necessary); pallets are delivered to ground level next to the vehicle, unless otherwise agreed.
• EUR pallets may be charged at [__] EUR/pallet or are subject to return as agreed; the method (deposit / return / charge) is stated on the invoice.
• The customer provides a suitable unloading location; any additional costs (e.g. delivery with a tail lift, delivery to a specific floor) are charged separately by agreement.

08 Inspection upon receipt and complaints

• Upon receipt, the customer must check the number and integrity of parcels / pallets against the delivery note and confirm the condition to the carrier.
• Visible damage or shortages must be recorded on the transport document upon receipt and reported to the Seller in writing no later than [__] working days after receipt, preferably with photographs.
• Hidden defects (which could not be noticed during a normal inspection) must be reported by the customer immediately upon discovery, within the statutory time limits.
• The Seller is not obliged to accept visible defects or quantity discrepancies reported late.

09 Material defects and warranty

• The goods are covered by the warranty terms of the manufacturer or importer; the warranty card or terms are enclosed with the product where applicable.
• For material defects between business entities, the provisions of the Slovenian Code of Obligations apply. Complaints are resolved in agreement with the Seller (repair, replacement, credit note or cancellation).
• Complaints should be submitted to b2b@evitas.si stating the invoice / delivery note number, the item and a description of the defect.

10 Returns

• The 14-day right of withdrawal that applies to consumers does not apply to wholesale (B2B) customers.
• Returns of faultless goods are possible only exceptionally, with the Seller's prior written consent; the goods must be unused and in their original, undamaged packaging. The Seller may charge handling costs.
• Goods manufactured or ordered to the customer's special order cannot be returned.

11 Order cancellation and withdrawal

• The customer may cancel an order only before its confirmation or dispatch; after dispatch, the return provisions apply (section 10).
• The Seller may withdraw from an order in the event of unavailability, an obvious pricing error, or if the customer breaches these Terms (e.g. is in arrears with payments).

12 Data protection and confidentiality

• The Seller processes the personal and business data of the customer's contact persons exclusively for the performance of the business relationship, in accordance with applicable legislation (GDPR / ZVOP).
• Wholesale prices, price lists and terms are a trade secret and may not be disclosed by the customer to third parties.

13 Dispute resolution and governing law

• The contractual relationship is governed by the law of the Republic of Slovenia.
• The parties shall endeavour to resolve any disputes amicably; otherwise, jurisdiction lies with the court with subject-matter jurisdiction in [place, e.g. Nova Gorica].

14 Validity and amendments to the Terms

• The Seller may amend these Terms at any time; amendments take effect upon publication on the B2B portal. Concluded (confirmed) orders are subject to the Terms in force at the time the order was placed.
• If any individual provision becomes invalid, this does not affect the validity of the remaining provisions.