General terms and conditions

 GENERAL SALES AND PAYMENT CONDITIONS

DEFINITIONS

  • Nouvital: The Limited Partnership Nouvital Cosmetics, located at Coventrystraat 12, 3047 AD Rotterdam. Registered with the Chamber of Commerce under number 24376324.

  • Buyer: The natural person or legal entity who enters into an agreement (whether or not at a distance) with Nouvital.

  • Distance contract: The agreement whereby, within the framework of a system organized by the contractor for distance selling or service provision, up to and including the conclusion of the agreement, only one or more techniques for distance communication or a sale outside Nouvital's sales premises are used. This is in the sense of article 6:230g paragraph 1 sub e and f.

  • Consumer: The natural person who does not act in the exercise of a profession or business, as referred to in article 6:236 of the Dutch Civil Code.

ARTICLE 1 APPLICABILITY

  1. All offers are made under the applicability of these general delivery and payment conditions, both on the offer and its acceptance, as well as on the resulting agreement, whether concluded at a distance or not.

  2. All offers are valid for one month, unless the offer states otherwise.

  3. The agreement and/or the distance agreement is concluded as soon as Nouvital has received acceptance of the offer and has confirmed the order in writing. The buyer's acceptance must show that the buyer agrees to the applicability of these general delivery and payment conditions and, if necessary, waives the applicability of their own purchasing conditions.

  4. If reservations or changes are made in the acceptance compared to the offer, contrary to the provision in the previous paragraph, the agreement will only be concluded if Nouvital has informed the buyer of these deviations from the offer and the buyer has agreed to them.

ARTICLE 2 CHANGES

  1. Changes to the purchase agreement and deviations from these general sales conditions will only be effective if they have been agreed upon in writing between the buyer and Nouvital.

  2. If changes lead to an increase or decrease in costs, any resulting change in the purchase price must be agreed upon in writing between the parties.

  3. In the absence of agreement regarding the change of the purchase price, a dispute exists between the parties, to which article 17 of these general sales conditions applies.

ARTICLE 3 QUALITY AND DESCRIPTION

  1. Nouvital commits to the buyer to deliver the goods in the description, quality, and quantity as further described in the (possibly later amended) offer or order confirmation.

  2. Nouvital commits to the buyer to deliver goods that: a. are made of solid materials and raw materials and are of solid workmanship; b. in all respects are identical or equivalent to any samples or models provided or made available by Nouvital and/or the buyer;

  3. Nouvital does not guarantee that the goods are suitable for the purpose for which the buyer intends to use them, even if this purpose has been made known to Nouvital, unless otherwise agreed between the parties.

ARTICLE 4 PACKAGING AND SHIPPING

  1. Nouvital commits to the buyer to properly package the goods (unless the nature of the goods prevents this) and to secure them in such a way that they reach their destination in good condition during normal transport.

  2. The goods will be delivered by Nouvital to, or sent for delivery to, the agreed place or places in the manner specified in the order or subsequently agreed upon. If an ordered product is out of stock, Nouvital will never be in default; Nouvital is only obliged to send the out-of-stock products to the buyer at the first opportunity at its own expense.

  3. When Nouvital has provided pallets, packing crates, boxes, containers, etc. for packaging and transport, or has had them provided by a third party — whether or not against payment of a deposit or guarantee — the buyer is obliged (unless it concerns one-time packaging) to return these pallets, etc. to the address specified by Nouvital, failing which the buyer owes Nouvital compensation.

 

ARTICLE 5 STORAGE 

If for any reason the buyer is unable to receive the goods at the agreed time and they are ready for shipment, Nouvital, if its storage facilities allow, will, at the buyer's request, store, secure, and take all reasonable measures to prevent deterioration in quality until they are delivered to the buyer. 
The buyer is obliged to reimburse Nouvital for storage costs according to the rate customary at Nouvital and, in the absence thereof, according to the rate customary in the industry, from the time the goods are ready for shipment or, if later, from the delivery date agreed upon in the purchase agreement. 

ARTICLE 6 TRANSFER OF OWNERSHIP AND RISK 

Except as provided in paragraphs 2 and 4 of this article, ownership and risk of the goods pass to the buyer upon delivery. 
As long as the buyer has not paid the full purchase price including any additional costs or provided security for it, Nouvital retains ownership of the goods. In that case, ownership transfers to the buyer as soon as the buyer has fulfilled all obligations towards Nouvital, including payment of due extrajudicial costs and default interest. 
If Nouvital has reasonable doubts about the buyer's payment capacity, Nouvital is authorized to postpone the delivery of goods pursuant to article 4, paragraph 2, until the buyer has provided payment security. The buyer is liable for any damage suffered by Nouvital due to this delayed delivery. 
If Nouvital postpones the shipment at the buyer's request in accordance with the provisions of article 5, the goods will remain the property of Nouvital and at its risk until the goods have been delivered to the buyer at the place or places referred to in article 4, paragraph 2. 
The buyer must thoroughly inspect the delivered goods upon receipt. Any defect in the delivery must be reported in writing to Nouvital within 5 working days after delivery at the location agreed upon with the Buyer. If complaints are not reported within this period, Nouvital is never obliged to remedy the stated defect and is not liable for any damage resulting from the defect. 
Nouvital produces and ships its cosmetic products in compliance with very strict hygiene regulations. Cosmetic products once delivered are only accepted back by Nouvital if the seal applied by Nouvital is intact. Once the seal is broken, goods will not be accepted for return for hygiene reasons. 

ARTICLE 7 TIME OF DELIVERY 

Nouvital shall deliver the goods at the time or immediately after the end of the delivery period specified in the order. If a delivery period has been agreed upon, it starts on the date Nouvital confirms the order. 

ARTICLE 8 FORCE MAJEURE 

The delivery period referred to in article 7 shall be extended by the period during which Nouvital is prevented from fulfilling its obligations due to force majeure. 
Force majeure on the part of Nouvital is understood to mean that after concluding the purchase agreement, Nouvital is prevented from fulfilling its obligations under this agreement or its preparation due to war, threat of war, civil war, terrorism, riots, molestation, fire, water damage, flooding, strikes, company occupations, lockouts, import and export restrictions, government measures, machinery defects, energy supply disruptions, whether within Nouvital’s company or at third parties from whom Nouvital must wholly or partially obtain the necessary materials or raw materials, as well as during storage or transport, whether or not under its own management, and furthermore due to all other causes beyond Nouvital’s fault or risk sphere. 
If delivery is delayed by more than two months due to force majeure, both Nouvital and the buyer have the right to consider the agreement terminated. In that case, Nouvital is only entitled to reimbursement of the costs it has incurred. 
If force majeure occurs while the agreement has already been partially executed, the buyer, if the remaining delivery is delayed by more than two months due to force majeure, has the right either to keep the already delivered portion of the goods and pay the purchase price due for it, or to consider the agreement terminated even for the already executed portion, with the obligation to return what has already been delivered to Nouvital at the buyer's expense and risk, provided the buyer can demonstrate that the already delivered portion of the goods can no longer be effectively used due to the non-delivery of the remaining goods. 

ARTICLE 9 RESALE 

The buyer is not authorized to export the goods to countries outside the European Union upon resale. 
The buyer is obliged, upon resale, to impose on the buyer the obligation not to export the goods to the countries mentioned in paragraph 1 and to ensure that such an export ban is imposed on all subsequent commercial buyers. 
Nouvital places great importance on its sales strategy. Therefore, Nouvital products are not available everywhere. To protect its sales strategy, the following applies. The buyer is only authorized to resell Nouvital products to consumers. The buyer is explicitly not authorized to resell the goods to anyone other than consumers without the express written and signed consent of Nouvital. If Nouvital agrees to sales to others than consumers, the buyer is then obliged, upon resale to their buyer, to impose the obligation that resale is only allowed to consumers and that sales to others than consumers without the express written and signed consent of Nouvital are prohibited. The buyer is liable to Nouvital for all damages Nouvital suffers if their buyer does not comply with this condition. 
The buyer is obliged, upon resale, to cooperate with and adhere to sales promotion measures taken by Nouvital, about which the buyer will be informed in a timely manner in advance. These sales promotion measures may include advertising, special offers, premiums and contests, maintaining certain consumer prices, specific displays in the buyer's sales areas, trade-in promotions, etc. 
The buyer is only authorized to conduct their own sales promotion activities with Nouvital products after prior written consent from Nouvital. 
The buyer is not authorized to place their own trademark on the packaging of the goods. 

ARTICLE 10 WARRANTY 

Nouvital's liability is limited to free repair of a defective product or to replacement of that product or a part thereof, all at Nouvital's discretion. 

ARTICLE 11 PRICE AND PAYMENT 

The purchase price includes, besides the price of the goods, the costs of packaging, and the costs of transport and delivery at the location designated by the buyer within the Netherlands. 
The buyer is obliged to pay the purchase price either: in cash upon delivery, including electronically (for example, iDEAL), or within 30 days after the invoice date, unless otherwise agreed in writing between the parties. The buyer is not entitled to deduct any amount from this purchase price due to a counterclaim he asserts. 
If the buyer does not meet his payment obligations on time and also fails to respond to a notice of default with a one-week term, Nouvital is authorized to consider the purchase agreement dissolved without judicial intervention. In that case, the buyer is liable for the damage suffered by Nouvital, including loss of profit, transport costs, and the costs of the notice of default. 
If the buyer, not being a consumer within the meaning of Article 6:236 of the Dutch Civil Code, does not fulfill his obligation to pay the purchase price within the agreed payment term, the buyer owes Nouvital the extrajudicial costs referred to in Article 6:96 paragraph 4. These are the costs on the principal sum in accordance with the Decree on compensation for extrajudicial collection costs of July 1, 2012. These extrajudicial costs amount to a minimum of €40 and a maximum, depending on the principal sum, of €6,775.12. These costs are payable by the buyer to Nouvital without reminder or notice. 
The buyer who exercises his right of retention as referred to in Article 5 remains obliged to pay the purchase price at the time specified in paragraph 2. 
If, after crediting any amount by Nouvital, after offsetting what the Buyer still owes for any reason, payments are made to the bank account number used by the Buyer for payment, or at least the bank account number known to Nouvital from the Buyer. 
In case of payment after the agreed payment term, the buyer shall owe Nouvital the statutory commercial interest referred to in Article 6:119a of the Dutch Civil Code on the overdue amount and the due extrajudicial costs from the first day after the payment term has expired until the claim has been fully settled. 
Insofar as the buyer is a consumer within the meaning of Article 6:236 of the Dutch Civil Code, the statutory interest referred to in Article 6:119 of the Dutch Civil Code shall be payable on the overdue amount and the due extrajudicial costs from the first day after the payment term has expired until the claim has been fully settled.  
Payment terms for services to be provided by Nouvital 
8 If Nouvital provides services to the buyer, including but not limited to instructions and training, payment for those services must be fully made to Nouvital no later than 14 days before the service is to be delivered. Credit will only be given if the conditions for it, as stated in the separate agreement to which these terms apply, are met and in the manner agreed upon between the parties. 
When Nouvital provides training to a group and a price per participant has been agreed upon, cancellations must be reported to Nouvital in writing and in a timely manner by the buyer. The price for the canceled participant(s) will be credited 100% if cancellation occurs no later than eight (8) days before the training. A 50% credit applies for cancellations less than eight (8) days but no later than four (4) days before the training. No credit will be given for cancellations less than four (4) days before the training. 

ARTICLE 12 LEGAL REQUIREMENTS 

Nouvital guarantees that the design, composition, and quality of the goods to be delivered under the order fully comply with all applicable requirements set forth in laws and/or other government regulations in force at the time the purchase agreement is concluded. 
The provision in paragraph 1 also applies to the normal use of the goods. 

ARTICLE 13 TERMINATION 

Without prejudice to the provisions of article 11, the purchase agreement is terminated without judicial intervention upon a written declaration at the time the buyer is declared bankrupt, applies for provisional suspension of payments, or upon a request by Nouvital, a natural person, granted by the court to apply the debt restructuring scheme, or loses control over his assets or parts thereof due to attachment, guardianship, or otherwise, unless the trustee or administrator acknowledges the obligations arising from this purchase agreement as estate debts. 
Upon termination, all mutual claims become immediately due and payable. The buyer is liable for the damages suffered by Nouvital, including loss of profit and transportation costs. 
The buyer, being a consumer who purchased remotely, has the right under article 6:230o of the Dutch Civil Code to cancel the agreement without giving reasons, provided the seal is intact, using the form referred to in the article. The right of cancellation expires in any case and without exception after breaking the seal pursuant to article 6:230p sub f under 3 of the Dutch Civil Code. 

ARTICLE 14 PENALTY CLAUSES, COMPENSATION, AND AUDIT IN CASE OF RESALE 

The buyer who violates any provision of article 9 forfeits to Nouvital an immediately payable penalty of €10,000.00 for each (legal) act that falls under any of the prohibitions or obligations listed there. This does not affect Nouvital’s right to claim compensation for damages suffered as a result of such (legal) act. 
Nouvital is authorized to have an independent accountant audit the buyer’s books in order to monitor compliance with the provisions of article 9. 

ARTICLE 15 APPLICABLE LAW 

This agreement is governed by Dutch law. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, Vienna April 11, 1980, Official Gazette 1981, 184 and 1986, 61) does not apply to this agreement. 

ARTICLE 16 APPLICABILITY OF THESE GENERAL TERMS AND CONDITIONS 

These general terms and conditions apply to all offers and acceptances by Nouvital. To the extent that Nouvital refers to other terms and conditions in its offer or acceptance, their applicability is expressly rejected. 

ARTICLE 17 DISPUTES 

All disputes that may arise between the parties, in connection with their agreement or any further agreements and other acts related to this agreement, such as, but not limited to, torts, undue payments, and unjust enrichment, shall be settled by the Rotterdam District Court, unless mandatory jurisdictional rules prevent this choice. 
A dispute is deemed to exist as soon as one of the parties declares it. 
A dispute regarding a specific legal claim must be brought within 1 year after the claim has arisen and has become known to the claimant, without prejudice to the possibility of earlier forfeiture or limitation in accordance with the law.