General Terms and Conditions

ARTICLE 1 – DEFINITIONS

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

1.2 Customer / You
Any natural person or legal entity acting in the exercise of a profession or business and entering into a business relationship with Scentiva Wholesale.

1.3 Agreement
Any agreement, contract or order between Scentiva Wholesale and the Customer concerning the delivery of Products and/or Services.

1.4 Products
All goods supplied by Scentiva Wholesale, such as perfumes, eau de toilettes, eau de parfums, fragrance notes, body 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 work for the Customer.

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

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

1.8 Parties
Scentiva Wholesale and the Customer jointly.

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

1.10 Working days
Every day from Monday to Friday, excluding official Dutch 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 in the execution of which third parties are involved.
2.3 Deviations are only valid if confirmed in writing by Scentiva Wholesale.
2.4 Customer's purchasing conditions are excluded unless accepted in writing.
2.5 Any void provisions will not affect the remaining provisions; the parties will submit new provisions.
2.6 Any ambiguities shall be interpreted in accordance with the spirit of the provisions.
2.7 Unforeseen situations will be assessed according to reasonableness and fairness.
2.8 Applicable to repeat or follow-up orders.
2.9 Scentiva Wholesale reserves the right to change the terms and conditions; changes will be communicated in a timely manner.

ARTICLE 3 – QUOTES AND OFFERS

3.1 Quotations are without obligation and valid for 30 days, unless stated otherwise.
3.2 Quotations are not binding in the event of obvious errors.
3.3 Prices exclude VAT, in Euros unless otherwise stated.
3.4 Deviating acceptances of Quotations do not bind Scentiva Wholesale.
3.5 Composite Quotations do not oblige partial execution.
3.6 Quotes 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 Agreement comes into effect 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 Order must contain: company name, Chamber of Commerce and VAT number, product specifications, delivery date and address, reference to previous quotes.
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 Rejection will be communicated in writing within 5 working days.
4.6 Changes and additions are only valid if agreed in writing.
4.7 Cancellation by Customer requires written permission and may incur costs (minimum 15% of order value).

ARTICLE 5 – MINIMUM ORDER VALUES AND PURCHASE OBLIGATIONS

5.1 Minimum order value: €250 excluding VAT.
5.2 First Orders new Customers: €500,- excluding VAT.
5.3 Depending on 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 be subject to a surcharge of €50 excluding VAT or may 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 are based on quantity; volume discounts are possible.
6.3 Prices based on cost price factors: purchasing, exchange rates, wages, transportation, taxes.
6.4 Price adjustments in the event of a change in cost price factors of more than 5%; the customer will be informed in writing.
6.5 If the Customer does not agree, he or she may terminate 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 specified period.

ARTICLE 7 – PAYMENT

7.1 Pay invoices within 30 days.
7.2 New Customers: prepayment for the first three orders.
7.3 Payment via bank transfer with invoice number.
7.4 Any bank charges for Customer.
7.5 Late payment: default interest 1%/month.
7.6 Out-of-court collection costs: min. 15% or €150.
7.7 Legal/enforcement costs for Customer.
7.8 No offsetting by Customer.
7.9 Payments interest/costs first, 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 strict deadlines.
8.2 Delivery time starts after order confirmation and required information/deposit.
8.3 Estimated delivery times by region/Product type.
8.4 Exceeding: written notice of default at least 14 days.
8.5 Partial delivery permitted, 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 Customer unless otherwise.
8.9 Transport insurance is recommended.
8.10 Delivery: checking for completeness and damage.
8.11 Report damage within 24 hours.
8.12 Force majeure: see article 17.
8.13 Storage costs in case of refusal: €25/day or €500/month per pallet.

ARTICLE 9 – SAMPLES AND MONSTERS

9.1 Samples on request for evaluation.
9.2 Business evaluation only, no resale.
9.3 Any costs will be communicated in advance.
9.4 Samples “as is”, minor deviations permitted.
9.5 Max. 3 samples per Product per year unless otherwise stated.

ARTICLE 10 – RESERVATION OF OWNERSHIP AND RIGHT OF RETENTION

10.1 Products remain property until full payment has been made.
10.2 No pledging/encumbrances.
10.3 Store products carefully.
10.4 Report third-party seizure immediately.
10.5 Consent for withdrawal in case of non-payment.
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 upon request.
11.4 Warranty: free from material/manufacturing defects, in accordance with specifications.
11.5 Warranty period 6 months after delivery, unless stated otherwise.
11.6 The warranty will be void in the event of improper use, storage, wear and tear, modifications or external factors.
11.7 Complaints procedure: visible defects within 3 days, others within 7 days.
11.8 Complaints include invoice, batch, photo and number of units.
11.9 Scentiva Wholesale will replace or credit in the event of a justified complaint.
11.10 Returns as instructed by 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 in accordance with EU legislation, in English or the language of the destination country.
12.3 Specific labeling/packaging to be indicated in advance by Customer; additional costs to be borne by Customer.
12.4 Customer is responsible for compliance with local laws and regulations, import permits, customs formalities and registration of cosmetics.
12.5 Documentation available on request: certificates of origin, SDS, allergen lists, CPSR, technical specifications, certificates of analysis.
12.6 Environmental compliance 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 against claims from third parties, unless damage is caused by Scentiva Wholesale during actual control.
13.3 Customer is advised to take out appropriate liability insurance.
13.4 When resold to end users, responsible for correct usage instructions and safety information.

ARTICLE 14 – GENERAL LIABILITY AND INDEMNIFICATION

14.1 Total liability is 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 limitation.
14.3 Indirect damages are excluded: consequential damages, lost profits, lost savings, business stagnation, data loss, reputational damage, customer claims.
14.4 Restrictions do not apply in cases of intent or gross negligence.
14.5 Liability expires 12 months after the claim arises.
14.6 Liability limited to insurance payment + deductible.
14.7 Customer indemnifies Scentiva Wholesale against claims from third parties, unless intent/gross negligence occurs.
14.8 Customer shall inform Scentiva Wholesale immediately of claims from third parties.
14.9 Statutory provisions: exclusion for non-compliance with Article 6:186 of the Dutch Civil Code, except in cases of mandatory law.

ARTICLE 15 – INTELLECTUAL PROPERTY RIGHTS

15.1 All intellectual property rights belong to Scentiva Wholesale or its licensors.
15.2 Customer may not violate, modify, remove, copy or reproduce any rights without written permission.
15.3 Branded products: distribution rights recognized; trademark rights remain with trademark owners.
15.4 Use brand names and logos only for resale, follow brand guidelines.
15.5 Website/Marketing: No copying of product photos or logos without permission.
15.6 Breach may result in immediate termination and claims for damages.

ARTICLE 16 – CONFIDENTIALITY AND SECRECY

16.1 Both parties are obliged to maintain 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 from third parties, legally required.
16.4 Confidentiality obligation shall continue for an indefinite period after termination of the Agreement.
16.5 Fine for violation: €10,000 per violation + €1,000 per day, without prejudice to the right to full compensation.

ARTICLE 17 – FORCE MAJEURE

17.1 Neither party shall be obliged to perform in the event of 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, transportation problems, system failures, supplier negligence.
17.4 Right to suspension or termination without compensation.
17.5 If force majeure lasts >90 days, right of termination without mutual compensation.
17.6 Partially delivered services may be invoiced separately.

ARTICLE 18 – FINAL PROVISIONS

18.1 Change of terms: 30 days after written notice.
18.2 Applicable law: Dutch law; CISG excluded.
18.3 Competent court: Zeeland-West-Brabant (Breda location), unless mandatory law provides otherwise.
18.4 Assignment: Customer may not transfer rights/obligations without permission; Scentiva Wholesale may do so.
18.5 Invalidity: Other provisions remain in full force and effect; invalid provisions are replaced by valid provisions with the same meaning.
18.6 Translation: Dutch version prevails.
18.7 Entire agreement: General Terms and Conditions + order confirmation + appendices constitute the entire agreement.
18.8 Archiving: Scentiva Wholesale's electronic files are considered evidence.
18.9 Personal data: processing in accordance with GDPR and Privacy Policy.
18.10 Dispute resolution: first mutual consultation, then legal proceedings.
18.11 Deposit: deposited with the Chamber of Commerce; available on the website.

ARTICLE 19 – CONTACT DETAILS

For questions, comments or disputes:

OS International BV
Trade name: Scentiva Wholesale
Address: Kalsdonksestraat 79, 4702 ZB Roosendaal, The Netherlands
Chamber of Commerce number: 78042127
VAT number: NL861243213B01
Phone: +31 103074227
Email: info@osinternational.net
Website: scentiva-wholesale.com