General Terms and Conditions

ARTICLE 1 – DEFINITIONS

1.1 Scentiva Wholesale / We / Us
O.S. International B.V., with its registered office at Kalsdonksestraat 79, 4702 ZB Roosendaal, Netherlands, Chamber of Commerce: 78042127, VAT: NL861243213B01, trading under the name Scentiva Wholesale.

1.2 Customer / You
Any natural or legal person who acts in the course of a profession or business and enters into a business relationship with Scentiva Wholesale.

1.3 Agreement
Any arrangement, agreement or order between Scentiva Wholesale and the Customer regarding the supply of Products and/or Services.

1.4 Products
All goods supplied by Scentiva Wholesale, such as perfumes, eau de toilettes, eau de parfums, fragrance oils, personal care products, cosmetics and other beauty-related items.

1.5 Services
All services offered by Scentiva Wholesale, such as wholesale distribution, logistics support, advice, and other services for the Customer.

1.6 Quotations
A written or digital offer from Scentiva Wholesale to the Customer to enter into an Agreement.

1.7 Order
An order placed by the Customer for Products and/or Services.

1.8 Parties
Scentiva Wholesale and the Customer together.

1.9 In writing
Communication by email, fax, post or other reliable means of communication.

1.10 Business Days
All days from Monday to Friday inclusive, excluding official Dutch public holidays.

ARTICLE 2 – APPLICABILITY

2.1 These General Terms and Conditions apply to all Quotations, Agreements, Orders, deliveries, Services and other legal relationships, unless otherwise agreed in writing.
2.2 Applicable to agreements where third parties are involved in the execution.
2.3 Deviations are only valid if confirmed in writing by Scentiva Wholesale.
2.4 The Customer's purchasing terms are excluded unless accepted in writing.
2.5 Void provisions do not affect the validity of the remaining provisions; the parties shall agree on new provisions.
2.6 Ambiguities shall be interpreted in accordance with the spirit of the provisions.
2.7 Unforeseen situations shall be assessed on the basis of reasonableness and fairness.
2.8 Applicable to repeated or follow-up orders.
2.9 Scentiva Wholesale reserves the right to change the terms; changes will be communicated in a timely manner.

ARTICLE 3 – QUOTATIONS AND OFFERS

3.1 Quotations are non-binding and valid for 30 days, unless stated otherwise.
3.2 Quotations are not binding in the event of obvious errors.
3.3 Prices are exclusive of VAT, in euros unless otherwise stated.
3.4 Deviating acceptances of Quotations do not bind Scentiva Wholesale.
3.5 Composite Quotations do not obligate partial execution.
3.6 Quotations do not automatically apply to future Orders.
3.7 Information on the website or marketing materials is indicative and subject to change; Scentiva Wholesale may change specifications.

ARTICLE 4 – FORMATION OF THE AGREEMENT

4.1 The Agreement is formed upon written confirmation of the Order or upon commencement of execution.
4.2 Orders can be placed by email, telephone, online portal or in writing.
4.3 The Order must contain: company name, Chamber of Commerce and VAT numbers, Product specifications, delivery date and address, reference to previous Quotations.
4.4 Scentiva Wholesale may refuse Orders in the event of credit uncertainty, exceeding the credit limit, incomplete information, payment arrears or suspicion of fraud.
4.5 Refusal will be communicated in writing within 5 business days.
4.6 Changes and additions are only valid upon written agreement.
4.7 Cancellation by the Customer requires written permission and may incur costs (minimum 15% of the order value).

ARTICLE 5 – MINIMUM ORDER VALUES AND PURCHASE OBLIGATIONS

5.1 Minimum order value: €250 excluding VAT.
5.2 First Orders from new Customers: €500 excluding VAT.
5.3 Depending on the delivery address:

• Netherlands/Belgium: €250

• Germany/France/Poland: €500

• Ukraine/Romania/Italy/Spain: €750

• Other EU: €1,000
  5.4 Orders below the minimum value may incur a surcharge of €50 excluding VAT or be refused.
  5.5 Specific purchase obligations apply to certain Products.

ARTICLE 6 – PRICES

6.1 Prices in euros, exclusive of VAT and other costs unless stated otherwise.
6.2 Wholesale prices based on purchase volume; volume discounts possible.
6.3 Prices based on cost factors: purchasing, exchange rates, wages, transport, taxes.
6.4 Price adjustment in the event of a >5% change in cost factors; the Customer will be informed in writing.
6.5 In case of disagreement, the Customer may rescind the Agreement within 7 days.
6.6 Long-term contracts: price agreements via appendix.
6.7 Prices for existing Agreements will not be changed.
6.8 Obvious typographical errors do not bind Scentiva Wholesale.
6.9 Promotions only valid during the stated period.

ARTICLE 7 – PAYMENT

7.1 Invoices must be paid within 30 days.
7.2 New Customers: advance payment for the first three Orders.
7.3 Payment by bank transfer with invoice number.
7.4 Possible bank charges for the Customer.
7.5 Late payment: late payment interest 1%/month.
7.6 Extrajudicial collection costs: min. 15% or €150.
7.7 Legal/execution costs for the Customer.
7.8 No set-off by the Customer.
7.9 Payments first interest/costs, then oldest invoices.
7.10 Suspension of delivery in case of arrears possible.
7.11 Credit limit by Scentiva Wholesale.
7.12 Security deposit possible.
7.13 Retention of title: see article 10.

ARTICLE 8 – DELIVERY TIME AND DELIVERY

8.1 Delivery times are indicative, not fatal deadlines.
8.2 Delivery time starts after order confirmation and required information/advance payment.
8.3 Estimated delivery times per region/Product type.
8.4 Delay: written notice of default min. 14 days.
8.5 Partial delivery allowed, to be invoiced separately.
8.6 Delivery according to EXW Roosendaal, unless otherwise agreed.
8.7 Other Incoterms (FCA, DAP, DDP) possible.
8.8 Shipping costs for the Customer unless otherwise stated.
8.9 Transport insurance is advised.
8.10 Delivery: check completeness and damages.
8.11 Report damages within 24 hours.
8.12 Force majeure: see article 17.
8.13 Storage costs upon refusal: €25/day or €500/month per pallet.

ARTICLE 9 – SAMPLES

9.1 Samples on request for evaluation.
9.2 For business evaluation only, not for resale.
9.3 Possible costs communicated in advance.
9.4 Samples “as is”, minor deviations allowed.
9.5 Max. 3 samples per Product per year unless otherwise stated.

ARTICLE 10 – RETENTION OF TITLE AND RIGHT OF RETENTION

10.1 Products remain the property until full payment.
10.2 No pledges/encumbrances.
10.3 Store Products carefully.
10.4 Report third-party liens immediately.
10.5 Permission for repossession in case of default.
10.6 Resale: claims transferred to Scentiva Wholesale.
10.7 Right of retention on Products/documents.

ARTICLE 11 – QUALITY, WARRANTY AND CONFORMITY

11.1 Products meet normal quality standards.
11.2 EU conformity: REACH, CLP, Cosmetics Regulation, CE markings.
11.3 Safety documentation available on request.
11.4 Warranty: free from material/manufacturing defects, conform to specifications.
11.5 Warranty period 6 months after delivery, unless stated otherwise.
11.6 Warranty void in case of improper use, storage, wear, changes or external factors.
11.7 Complaint procedure: visible defects within 3 days, others within 7 days.
11.8 Complaints must contain invoice, batch, photo and number of units.
11.9 Scentiva Wholesale replaces or credits in case of justified complaint.
11.10 Returns at the direction of Scentiva Wholesale.
11.11 Warranty limited to replacement or credit.
11.12 Customer responsible for intellectual property outside the EU.

ARTICLE 12 – PACKAGING, LABELLING AND REGULATIONS

12.1 Products delivered in standard wholesale packaging, unless otherwise agreed.
12.2 Labelling according to EU legislation, in English or the language of the destination country.
12.3 Specific labelling/packaging to be indicated by the Customer in advance; extra costs at the Customer's expense.
12.4 Customer responsible for compliance with local laws and regulations, import licenses, customs formalities and cosmetics registration.
12.5 Documentation available on request: certificates of origin, SDS, allergen lists, CPSR, technical specifications, certificates of analysis.
12.6 Compliance with environmental regulations and sustainable business practices.

ARTICLE 13 – LIABILITY FOR PRODUCT DAMAGE

13.1 Product liability according to statutory provisions, within the limits of article 14.
13.2 Customer indemnifies Scentiva Wholesale for third-party claims, unless damage was caused by Scentiva Wholesale while under its actual control.
13.3 Customer is advised to take out appropriate liability insurance.
13.4 In case of resale to end users responsible for correct usage instructions and safety information.

ARTICLE 14 – GENERAL LIABILITY AND INDEMNIFICATION

14.1 Total liability limited to the invoice amount of the relevant Order, max. €25,000 per event.
14.2 Direct damage: reasonable costs for damage assessment, repair, and damage mitigation.
14.3 Indirect damage excluded: consequential damage, lost profit, missed savings, business interruption, data loss, reputational damage, claims from customers.
14.4 Limitations do not apply in case of intent or gross negligence.
14.5 Liability expires 12 months after the claim arises.
14.6 Liability limited to insurance payout + deductible.
14.7 Customer indemnifies Scentiva Wholesale for third-party claims, unless intent/gross negligence.
14.8 Customer informs Scentiva Wholesale immediately about third-party claims.
14.9 Statutory provisions: exclusion for non-compliance with article 6:186 BW, without prejudice to mandatory law.

ARTICLE 15 – INTELLECTUAL PROPERTY RIGHTS

15.1 All intellectual property rights belong to Scentiva Wholesale or licensors.
15.2 Customer may not infringe, change, remove, imitate or reproduce rights without written permission.
15.3 Brand products: distribution rights recognized; brand rights remain with brand owners.
15.4 Use brand names and trademarks only for resale, follow brand guidelines.
15.5 Website/marketing: no copying product photos or logos without permission.
15.6 Infringement may lead to immediate termination and damage claims.

ARTICLE 16 – CONFIDENTIALITY AND NON-DISCLOSURE

16.1 Both parties obliged to confidentiality of confidential information.
16.2 Confidential information includes: price lists, customer/supplier data, business plans, financial data, technical specifications, trade secrets.
16.3 Exceptions: publicly known, already known, lawfully obtained from third parties, legally required.
16.4 Confidentiality obligation remains after termination of Agreement for an indefinite period.
16.5 Penalty for breach: €10,000 per violation + €1,000 per day, without prejudice to the right to full compensation for damages.

ARTICLE 17 – FORCE MAJEURE

17.1 No party shall be held liable for non-performance due to force majeure.
17.2 Force majeure includes all external causes beyond the control of Scentiva Wholesale.
17.3 Examples: war, natural disasters, pandemics, strikes, import/export restrictions, government measures, energy/raw material shortages, transport problems, system failures, supplier negligence.
17.4 Right to suspend or terminate without compensation.
17.5 If force majeure lasts >90 days, right to terminate without mutual compensation.
17.6 Partially delivered services may be invoiced separately.

ARTICLE 18 – FINAL PROVISIONS

18.1 Amendment of terms: 30 days after written notice.
18.2 Governing law: Dutch law; CISG excluded.
18.3 Competent court: Zeeland-West-Brabant (location Breda), unless mandatory law states otherwise.
18.4 Assignment: Customer may not transfer rights/obligations without permission; Scentiva Wholesale may.
18.5 Invalidity: other provisions remain in effect; void provisions shall be replaced by valid ones with the same intent.
18.6 Translation: Dutch version prevails.
18.7 Complete agreement: General Terms + order confirmation + appendices form the complete agreement.
18.8 Archiving: electronic files of Scentiva Wholesale serve as evidence.
18.9 Personal data: processing in accordance with GDPR and Privacy Policy.
18.10 Dispute resolution: first through mutual consultation, then through legal proceedings.
18.11 Deposit: filed with the Chamber of Commerce; available on the website.

ARTICLE 19 – CONTACT DETAILS

For questions, comments, or disputes:

O.S. International B.V.
Trade name: Scentiva Wholesale
Address: Kalsdonksestraat 79, 4702 ZB Roosendaal, Netherlands
Chamber of Commerce number: 78042127
VAT number: NL861243213B01
Telephone: +3197010277755
Email: info.center.osinternational@gmail.com
Website: scentiva-wholesale.com