GENERAL SALES AND PAYMENT TERMS 

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 or legal person who enters into an agreement (whether or not remote) with Nouvital.

• Distance agreement:the agreement in which, within the framework of a system organised by the contractor for distance selling or provision of services, up to and including the conclusion of the agreement, exclusive use is made of one or more techniques for distance communication or a sale outside Nouvital's sales area. All this within the meaning of article 6:230g paragraph 1 sub e and f
• Consumer:The natural person not acting 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 terms of delivery and payment, both to the offer and its acceptance and to the agreement thus concluded, whether remotely or not. 

1. All quotations are valid for one month, unless the quotation states otherwise. 

1. The agreement and/or the remote agreement shall be formed as soon as acceptance of the offer has reached Nouvital and Nouvital has confirmed the order in writing. the acceptance by the purchaser must show that the purchaser agrees to the applicability of these general terms and conditions of delivery and payment and, if necessary, waives the applicability of its own purchase conditions. 

1. If the acceptance contains reservations or changes compared to the offer, notwithstanding the provisions of the preceding paragraph, the agreement shall not be formed until Nouvital has notified the purchaser that it agrees to such changes to the offer. 

  

ARTICLE 2 AMENDMENTS 

1. Amendments to the purchase agreement and deviations from these general terms and conditions of sale shall be effective only if agreed in writing between the purchaser and Nouvital. 

1. If changes result in an increase or decrease in costs, any resulting change in the purchase price must be agreed in writing between the parties. 

1. In the absence of agreement regarding the change in the purchase price, a dispute shall exist between the parties, to which Article 17 of these general conditions of sale shall apply. 

  

ARTICLE 3 QUALITY AND DESCRIPTION 

1. Nouvital undertakes vis-à-vis the purchaser to deliver the goods in the description, quality and quantity as further described in the offer or order confirmation, possibly amended at a later date. 

1. Nouvital undertakes vis-à-vis the purchaser to deliver to it goods which: 

1. a are made of sound materials and raw materials and are of sound construction; 

1. b are identical or equivalent in all respects to any samples, or models, made available or provided by Nouvital and/or the purchaser; 

1. Nouvital does not warrant that the goods are suitable for the purpose intended by the purchaser, not even if such purpose has been notified to Nouvital, unless the contrary has been agreed between the parties. 

  

ARTICLE 4 PACKAGING AND SHIPMENT 

1. Nouvital undertakes vis-à-vis the purchaser to package the goods properly (unless the nature of the goods prevents this) and to secure them in such a manner that they reach their destination in good condition during normal transport. 

1. The goods shall be delivered or shipped by Nouvital to the agreed place or places in the manner stipulated in the order or subsequently agreed. If an ordered product is not in stock, Nouvital shall never be in default, Nouvital shall only be obliged to send the out-of-stock products to the purchaser at its own expense in the first instance. 

1. If for packaging and transport Nouvital has made available pallets, packing cases, crates, containers etc. or has had them made available by a third party - whether or not in exchange for payment of a deposit or deposit - the purchaser shall be obliged (except in the case of non-recurring packaging) to return such pallets etc. to the address indicated by Nouvital, failing which the purchaser shall be liable to pay damages to Nouvital. 

  

ARTICLE 5 STORAGE 

1. If for any reason the purchaser is unable to take delivery of the goods at the agreed time and they are ready for shipment, Nouvital shall, if its storage facilities permit, at the request of the purchaser, store, secure and take all reasonable measures to prevent deterioration of the goods until they have been delivered to the purchaser. 

1. The purchaser shall pay Nouvital the storage costs at Nouvital's usual rate or, in the absence thereof, at the rate customary in the industry, with effect from the time that the goods are ready for shipment or, if later, with effect from the delivery date agreed in the purchase agreement. 

  

ARTICLE 6 TRANSFER OF OWNERSHIP AND RISK 

1. Subject to the provisions of paragraphs 2 and 4 of this article, ownership of and risk for the goods shall pass to the buyer upon delivery. 

1. As long as the purchaser has not paid the purchase price with any additional costs in full or has not provided security therefor, Nouvital reserves title to the goods. In such case, title shall pass to the purchaser as soon as the purchaser has fulfilled all its obligations vis-à-vis Nouvital, including payment of any extrajudicial costs and default interest that have become due. 

1. If Nouvital has reasonable doubt as to the purchaser's ability to pay, Nouvital shall be entitled to delay delivery of goods pursuant to article 4, paragraph 2 until the purchaser has provided security for payment. The purchaser shall be liable for the damage incurred by Nouvital as a result of such delayed delivery. 

1. If Nouvital postpones shipment at the request of the purchaser in accordance with the provisions of article 5, the goods shall remain Nouvital's property and risk until the goods have been delivered to the purchaser and delivered at the place or places referred to in article 4 paragraph 2. 

1. The Buyer shall thoroughly inspect the delivered goods upon receipt. Any defect in the delivery must be reported to Nouvital in writing within 5 working days of delivery at the location agreed with the Buyer. If any complaint is not reported within this term, Nouvital shall never be under any obligation to repair the alleged defect, nor shall Nouvital in such event be liable for any damage ensuing from the defect. 

1. Nouvital manufactures and ships its cosmetic products in compliance with very strict hygiene regulations. Once delivered, cosmetic products shall be returned by Nouvital only if the seal affixed by Nouvital is intact. After the seal has been broken, goods will not be returned for reasons of hygiene. 

  

ARTICLE 7 TIME OF DELIVERY 

Nouvital shall deliver the goods at the time or immediately after the end of the delivery period stated in the order. If a delivery period has been agreed, it shall commence on the date Nouvital has confirmed the order. 

  

ARTICLE 8 FORCE MAJEURE 

1. The term of delivery referred to in article 7 shall be extended by the period during which Nouvital is prevented from performing its obligations due to force majeure. 

1. Force majeure on the part of Nouvital shall exist if, following conclusion of the purchase agreement, Nouvital is prevented from performing its obligations under the agreement or from preparing for performance thereof as a result of war, threat of war, civil war, terrorism, riots, acts of war, fire, water damage, floods, strikes, sit-down strikes, lockouts, import and export obstructions government measures, defects in machinery, disruptions in the supply of energy, all within Nouvital's business and at third parties from which Nouvital has to acquire all or part of the required materials or raw materials, as well as during storage or transport, whether or not under its own management, and all other causes beyond Nouvital's fault or risk. 

1. If delivery is delayed by more than two months due to force majeure, both Nouvital and the purchaser shall be entitled to regard the agreement as terminated. In such event Nouvital shall only be entitled to reimbursement of the costs incurred by it. 

1. If the force majeure occurs while the agreement has already been partly performed, if due to force majeure the remaining delivery is delayed by more than two months, the purchaser shall be entitled either to retain the part of the goods already delivered and pay the purchase price due therefor or to regard the agreement as terminated also with regard to the part already delivered, subject to the obligation to return to Nouvital, at the purchaser's risk and expense, what has already been delivered to it, if the purchaser can demonstrate that the part of the goods already delivered can no longer be used effectively as a result of non-delivery of the remaining goods. 

  

ARTICLE 9 RESALE 

1. When reselling, the buyer is not authorised to export the goods to countries outside the European Union. 

1. On resale, the buyer is obliged 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 corporate buyers. 

1. Nouvital attaches great importance to its sales strategy. Therefore, Nouvital's products are not available everywhere. To protect its sales strategy, the following applies. The purchaser is exclusively authorised to resell Nouvital's products to consumers. The purchaser is expressly not authorised to resell the goods to parties other than consumers without Nouvital's express written and signed consent. If Nouvital consents to resale to parties other than consumers, the Buyer shall thereafter be under the obligation to impose on its purchaser that, in the event of resale, the goods may only be resold to consumers and that, without Nouvital's express written and signed consent, resale to parties other than consumers is not permitted. The Buyer shall be liable vis-à-vis Nouvital for all damage suffered by Nouvital if its purchaser fails to comply with such condition. 

1. In the event of resale, the purchaser shall be under the obligation to cooperate with and participate in sales promotion measures taken by Nouvital, of which it shall notify the purchaser in good time in advance. Such sales promotion measures may concern, inter alia, advertising, special offers, premiums and competitions, maintenance of certain consumer prices, a certain display in the purchaser's sales areas, trade-in promotions, etc. 

1. The Buyer may only conduct its own sales promotion with Nouvital products with Nouvital's prior written consent. 

1. The buyer is not authorised to affix its own trademark on the packaging of the goods. 

  

ARTICLE 10 WARRANTY 

Nouvital's liability shall be limited to repair of defective goods free of charge or replacement of such goods or part thereof, all at Nouvital's discretion. 

  

ARTICLE 11 PRICE AND PAYMENT 

1. The purchase price includes, in addition to the price for the goods, the cost of packaging, and the cost of transport and delivery costs at the place designated by the buyer within the Netherlands. 

1. The buyer is obliged to pay the purchase price either: cash on delivery, including electronically (e.g. Ideal), or within 30 days of the invoice date. Unless otherwise agreed in writing between the parties. The buyer is not authorised to deduct any amount from this purchase price on account of a counterclaim made by him. 

1. If the purchaser fails to timely perform its payment obligations and fails to give a one-week notice of default, Nouvital shall be entitled to regard the purchase agreement as dissolved, without any judicial intervention being required. In such event, the purchaser shall be liable for the damage incurred by Nouvital, including loss of profit, transport costs and costs of the notice of default. 

1. If the buyer, not being a consumer within the meaning of article 6:236BW, fails to comply with its obligation to pay the purchase price within the agreed payment term, the buyer shall owe Nouvital the extrajudicial costs referred to in article 6:96 paragraph 4. These are the costs over the principal amount in accordance with the Decree on compensation of extrajudicial collection costs dated 1 July 2012. These extrajudicial costs amount to a minimum of €40 and a maximum, depending on the principal sum, of €6,775.12. Such costs shall be due by the purchaser to Nouvital without any reminder or notice of default being required. 

1. The buyer, who exercises his authority to store as referred to in Article 5, remains obliged to pay the purchase price at the time mentioned in paragraph 2. 

1. If any amount is credited by Nouvital after setoff against any amount yet to be paid by the Buyer on any account whatsoever, such amount shall be paid into the bank account number used by the Buyer for payment, or at least the bank account number made known to Nouvital by the Buyer. 

1. If payment is made after the agreed payment term, the buyer shall owe the statutory commercial interest as referred to in Article 6:119a of the Civil Code on the overdue amount and the due extrajudicial costs from the first day after the expiry of the payment term until the claim shall have been paid in full.
   If the buyer is a consumer within the meaning of Article 6:236 of the Civil Code, the statutory interest as referred to in Article 6:119 of the Civil Code shall be due over the overdue amount and the extrajudicial costs due from the first day after the expiry of the payment term until the claim has been paid in full.
   Payment conditions for services to be provided by Nouvital

1. 8 If Nouvital provides services to the purchaser, including but not limited to instructions and training sessions, payment for such services shall be made in full to Nouvital no later than 14 days before the relevant service is to be provided. Credit shall be granted only if the conditions set forth in the relevant separate agreement to which these conditions apply have been fulfilled and in the manner agreed between the parties. 

1. If Nouvital provides a training course to a group and a price per participant has been agreed, cancellations must be reported to Nouvital by the purchaser in good time and in writing. The price for the cancelled participant(s) will be credited for 100% if cancellation takes place no later than eight (8) days before the training. Credit will be given for 50% if cancellation occurs less than eight (8) days before the training but no later than four (4) days. There will be no credit if participants cancel less than four (4) days before the training. 

  

ARTICLE 12 LEGAL REQUIREMENTS 

1. Nouvital warrants that the design, composition and quality of the goods to be delivered under the order comply in all respects with all applicable requirements of laws and/or other relevant government regulations in force at the time of conclusion of the purchase agreement. 

1. The provisions of paragraph 1 shall also apply to the normal use of the goods. 

  

ARTICLE 13 RESCISSION 

1. Without prejudice to the provisions of article 11, the purchase agreement shall be dissolved without judicial intervention after a written statement is issued on the date on which the buyer is declared bankrupt, applies for a provisional suspension of payments, or when a request of Nouvital, a natural person, is granted by the court for the application of the debt rescheduling scheme, or loses the authority to dispose of its assets or parts thereof due to attachment, placement under guardianship or otherwise, unless the bankruptcy trustee or administrator acknowledges the obligations ensuing from this purchase agreement as estate debt. 

1. As a result of dissolution, mutual existing claims shall become immediately due and payable. The purchaser shall be liable for any damage suffered by Nouvital, including loss of profit and transport costs. 

1. The buyer, being a consumer, who has purchased at a distance, has the right to dissolve the agreement without giving reasons on the basis of Article 6:230o of the Dutch Civil Code, insofar as the seal is intact, using the form referred to in Article. The right of dissolution lapses in any case and without exception after breaking of the seal pursuant to Article 6:230p sub f under 3 of the Dutch Civil Code. 

  

ARTICLE 14 PENALTY PROVISIONS, COMPENSATION AND CONTROL ON RESALE 

1. Any purchaser acting in contravention of any provision of article 9 shall forfeit in favour of Nouvital an immediate penalty, due and payable without further notice of default, of € 10,000.00 for each act or legal act falling under any of the prohibitions or orders referred to therein. This shall be without prejudice to Nouvital's right to claim compensation of the damage suffered by it as a result of such act or legal act. 

1. Nouvital shall be entitled to have an independent auditor audit the purchaser's books in order to verify 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 11 April 1980, Trb. 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 shall apply to all offers and acceptances made by Nouvital. To the extent that Nouvital refers to other conditions in its offer or acceptance, their applicability is expressly rejected. 

  

ARTICLE 17 DISPUTES 

1. All disputes which may arise between the parties as a result of their agreement or further agreements and other acts in connection with this agreement, such as, for example, though not exclusively, wrongful acts, undue payments and unjust enrichment, will be settled by the District Court of Rotterdam, except in so far as mandatory rules of jurisdiction would prevent this choice. 

1. A dispute shall be deemed to exist as soon as one of the parties so declares. 

1. A dispute in respect of a particular legal claim must be brought within 1 year after the legal claim arose and became known to the plaintiff, without prejudice to the possibility of earlier lapse or prescription in accordance with the law.  
2.