General Sales Conditions (GSC) BtoB

Definitions

Customer(s): refers to any indi­vi­dual or legal enti­ty, acting in its own name or on behalf of a legal enti­ty with a com­mer­cial or pro­fes­sio­nal acti­vi­ty, having pla­ced an order and sub­scri­bed to the present gene­ral sales conditions.

Ven­dor: means GOODWIN Nutri­tion srl, with capi­tal of 15,000 euros, regis­te­red in Brus­sels under com­pa­ny num­ber 0744 714 134.

Order or Pur­chase Order: means the docu­ment com­ple­ted and sub­mit­ted by the pur­cha­ser to GOODWIN Nutri­tion srl to mate­ria­lize an order, iden­ti­fying the product(s) orde­red and all rela­ted details.

Product(s): refers to food and para­phar­ma­cy pro­ducts, acces­so­ries, as well as any other item or sup­port, sold by GOODWIN Nutri­tion srl.

Object

The pur­pose of the Gene­ral Terms and Condi­tions of Sale is to des­cribe the terms and condi­tions of sale of pro­ducts and ser­vices bet­ween the sel­ler and the cus­to­mer, and to express all the obli­ga­tions and rights of both parties.

These shall pre­vail over any other gene­ral or spe­cial condi­tions of the customer.

Application and modification of the General Terms and Conditions (GTC)

The gene­ral terms and condi­tions of sale are sys­te­ma­ti­cal­ly sent or given to each cus­to­mer to enable them to place an order, whe­ther direct­ly or via the Internet.

Vali­da­tion of the order implies irre­vo­cable accep­tance of these Gene­ral Terms and Condi­tions of Sale.

Conse­quent­ly, the pla­cing of an order implies the customer’s full and unre­ser­ved accep­tance of these terms and condi­tions, to the exclu­sion of any other docu­ment such as bro­chures, cata­logs or other media issued by the Ven­dor, which are for infor­ma­tion pur­poses only.

Prior declaration of loyalty

The cus­to­mer declares and gua­ran­tees that he/she is legal­ly capable and able to pur­chase the pro­ducts offe­red for sale.

Assortment

The lis­ting of a pro­duct does not imply any obli­ga­tion to pur­chase, and the selec­tion of a pro­duct does not imply any auto­ma­tic rene­wal for sub­sequent purchases.

Destination of products purchased

The cus­to­mer intends to sell the pro­ducts to consu­mers at his own points of sale and will not sell them on the Inter­net without the express writ­ten autho­ri­za­tion of the sel­ler, who reserves the right to refuse without having to jus­ti­fy the rea­sons. In par­ti­cu­lar, the cus­to­mer agrees not to sell Morin­ga­Boost pro­ducts on online sales plat­forms such as Ama­zon, EBay and other Mar­ket­places, whe­ther B2B or B2C.

Use of the Moringa+Boost trademark

The cus­to­mer under­takes not to use the brand in any medium, whe­ther writ­ten, visual or ver­bal, without the express writ­ten autho­ri­za­tion of the sel­ler, who may refuse autho­ri­za­tion if the sel­ler consi­ders that the mes­sage dis­se­mi­na­ted or the medium used does not cor­res­pond to the image of the brand.

Ordering — Order changes

The pur­chase order will be issued by the cus­to­mer. It will men­tion the place of deli­ve­ry, the desi­red deli­ve­ry date, the desi­red method of pay­ment and accep­tance of these GCS. There is no mini­mum pur­chase quantity.

Orders will only be valid once they have been confir­med to the cus­to­mer by post or email by the seller.

Any modi­fi­ca­tion of the order by the cus­to­mer must be express­ly accep­ted by the sel­ler in wri­ting, pro­vi­ded that it does not affect or dis­rupt the manu­fac­tu­ring and dis­tri­bu­tion cir­cuit or sche­dule. Any modi­fi­ca­tion may give rise to a new deli­ve­ry date.

Delivery — Terms and conditions

The cus­to­mer under­takes to take deli­ve­ry within five clear days of the notice of avai­la­bi­li­ty. Once this per­iod has expi­red, the sel­ler may consi­der the order can­cel­led and the sale uni­la­te­ral­ly ter­mi­na­ted by the customer.

Deli­ve­ry can only be made if the customer’s obli­ga­tions to the sel­ler are up to date.

Delivery — Deadlines — Risks

Unless other­wise agreed, orders are deli­ve­red by the sel­ler to the address indi­ca­ted by the cus­to­mer on the order. In all cases, they tra­vel at the consignee’s risk.

Deli­ve­ries are made sub­ject to avai­la­bi­li­ty and on a first-come, first-ser­ved basis. The sel­ler is autho­ri­zed to make deli­ve­ries in whole or in part. Deli­ve­ry times are quo­ted as accu­ra­te­ly as pos­sible, but depend on the seller’s sup­ply and trans­port possibilities.

Excee­ding the deli­ve­ry dead­line may not give rise to damages, deduc­tions or can­cel­la­tion of orders in progress.

The cus­to­mer will be noti­fied by the car­rier of the deli­ve­ry date of the goods. If the cus­to­mer is absent at the time of deli­ve­ry, a deli­ve­ry notice will be left and a flat-rate charge of €50.00 (fif­ty euros) will be levied.

War, riot, fire, strikes, acci­dents, confi­ne­ment and the impos­si­bi­li­ty of obtai­ning sup­plies are consi­de­red to be cases of force majeure which relieve the sel­ler of his obli­ga­tion to deliver.

Receiving — Returns

At the time of deli­ve­ry, the cus­to­mer will ins­pect the pro­ducts for any appa­rent defects. In the absence of any reser­va­tion by the cus­to­mer, the pro­duct will be dee­med to be in confor­mi­ty. Without pre­ju­dice to the mea­sures to be taken with regard to the car­rier, any ano­ma­ly or appa­rent dete­rio­ra­tion due to the deli­ve­ry must be noted on the deli­ve­ry note. This claim must be confir­med in wri­ting within 48 hours of receipt, in the form of a regis­te­red let­ter with ack­now­led­ge­ment of receipt, addres­sed to the car­rier and the sel­ler. Fai­ling this, the claim can­not be accepted.

The sel­ler reserves the right to make any changes it deems neces­sa­ry to its pro­ducts at any time, pro­vi­ded these do not alter the taste, ove­rall appea­rance or final finish of the pro­duct. Com­plaints concer­ning the non-confor­mi­ty of the pro­duct deli­ve­red with the pro­duct orde­red or with the dis­patch note, or concer­ning a defect in the pro­duct which makes it impos­sible to sell it, must be made in wri­ting to the sel­ler within eight days of the arri­val of the pro­ducts at the customer’s pre­mises. The sel­ler accepts the return of defec­tive pro­ducts under cer­tain condi­tions: they must be retur­ned, car­riage for­ward, in their ori­gi­nal packa­ging, label­led and must not have been ope­ned, dama­ged or expo­sed to sun­light. A return slip issued by the sel­ler must be duly com­ple­ted by the cus­to­mer. The cus­to­mer shall ensure that the said pro­ducts are sent to the sel­ler in a suf­fi­cient­ly strong package to pro­tect them during transport.

No goods may be retur­ned without the seller’s prior consent and exact for­war­ding instructions.

Any returns accep­ted by the sel­ler will either result in the repla­ce­ment of the defec­tive pro­duct free of charge, or in the crea­tion of a cre­dit note for the bene­fit of the cus­to­mer, after qua­li­ta­tive and quan­ti­ta­tive veri­fi­ca­tion of the retur­ned products.

Warranty — Scope

Under the war­ran­ty, the seller’s only obli­ga­tion is to replace the pro­duct free of charge.

Liability waiver

The sel­ler may not be held liable in the event of non-per­for­mance of its obli­ga­tions being attri­bu­table either to the cus­to­mer or to force majeure as defi­ned by Bel­gian case law.
Any serious indi­ca­tion that the pro­duct has been hand­led or sto­red impro­per­ly or has dete­rio­ra­ted will consti­tute an obs­tacle to any return of the product.

Prices — Taxes

Prices are net, ex vendor’s ware­house, inclu­ding packa­ging, except for spe­cial packa­ging, which is invoi­ced extra.
Any taxes, duties or other ser­vices payable in appli­ca­tion of Euro­pean regu­la­tions or those of an impor­ting or tran­sit coun­try are at the customer’s expense.

The sel­ler reserves the right to modi­fy its prices at any time, it being spe­ci­fied howe­ver that the pro­ducts will be invoi­ced to the cus­to­mer on the basis of the rates dis­played on the order form on the day of the order. Prices are given in Euros and can be vie­wed at any time in the space reser­ved for pro­fes­sio­nals on the seller’s web­site: www.moringaboost.com.

Payments — Partial delivery

The una­vai­la­bi­li­ty of a pro­duct is, in prin­ciple, indi­ca­ted in the space reser­ved for pro­fes­sio­nals on the seller’s web­site. If, for any rea­son what­soe­ver, the sel­ler is unable to deli­ver the entire order pla­ced by the cus­to­mer, it will deli­ver and invoice the cus­to­mer for the goods avai­lable on the sche­du­led deli­ve­ry date. The remain­der of the order will be ship­ped to the cus­to­mer as soon as it is avai­lable in the seller’s ware­house and will be invoi­ced again. The fact of recei­ving only part of an order does not release the cus­to­mer from his obli­ga­tion to pay for the goods alrea­dy deli­ve­red, within the time limits set out in these GTC.

Payments — Invoicing — Terms of payment — Guarantees

The invoice is issued on the day the order for the product(s) is dis­pat­ched to the customer.

Pay­ment is due within thir­ty days of the invoice date.

Never­the­less, it is clear­ly sti­pu­la­ted that any new cus­to­mer or any cus­to­mer not bene­fi­ting from a cre­dit line with GOODWIN Nutri­tion srl is requi­red to pay his order before shipment.

Cash pay­ments will be sub­ject to a dis­count of 1% (one percent). If pay­ment is not made within five wor­king days from the date of deli­ve­ry, this dis­count will be auto­ma­ti­cal­ly can­cel­led without notice and the amount will be due immediately.

Orders over €5,000.00 (five thou­sand Euros) exclu­ding VAT may be sub­ject to pay­ment faci­li­ties, sub­ject to the seller’s cre­dit insurance.

Late pay­ment will be sub­ject to a penal­ty of three times the legal inter­est rate in Bel­gium on the invoice date, cal­cu­la­ted on the amount of the unpaid invoice inclu­ding VAT. Penal­ties are due the day after the pay­ment date shown on the invoice, without the need for a remin­der. In addi­tion, any cus­to­mer who pays an invoice after the agreed pay­ment per­iod has expi­red must pay the sel­ler a fixed indem­ni­ty to com­pen­sate for col­lec­tion costs, set by law at €40.00 (for­ty Euros).

If the sel­ler has to call in a third par­ty to reco­ver a claim, it reserves the right to charge the cus­to­mer a fee of 15% of the amount of the claim, inclu­ding VAT, with a fixed mini­mum of €300 (three hun­dred euros) per claim.
In the event of non-pay­ment within for­ty-eight hours of an unsuc­cess­ful for­mal notice, the sale will be can­cel­led by ope­ra­tion of law, at the seller’s dis­cre­tion. Where pay­ment is by ins­tal­ments, non-pay­ment of a single ins­talment will result in imme­diate pay­ment of the entire debt, without for­mal notice.

In addi­tion, the goods sold will remain the pro­per­ty of the sel­ler until the day of their effec­tive and com­plete pay­ment, sub­ject to pro­per col­lec­tion. The lat­ter reserves the right to reclaim the goods, the return costs being borne by the cus­to­mer and any pay­ments made being retai­ned by the Vendor.

Payment — Requirement of guarantees or settlement

Any dete­rio­ra­tion in the customer’s cre­dit rating may jus­ti­fy the requi­re­ment of gua­ran­tees or cash pay­ment prior to the exe­cu­tion of orders received.

Transfer of risk

The trans­fer of risks on the pro­ducts takes place as soon as they are dis­pat­ched from the seller’s warehouses.

As a result, goods tra­vel at the customer’s risk.

MoringaBoost displays and point-of-sale material

To help the cus­to­mer high­light Morin­ga­Boost pro­ducts and rein­force the image of his point of sale, the ven­dor can pro­vide the cus­to­mer, who accepts, with exclu­sive dis­plays and dedi­ca­ted adver­ti­sing material.

The cus­to­mer under­takes to dis­play in the Morin­ga­Boost dis­plays only the pro­ducts sup­plied by the sel­ler, to the exclu­sion of any other pro­duct or brand of any kind what­soe­ver, and to com­ply with the ins­truc­tions for the posi­tio­ning of pro­ducts, acces­so­ries and POS to main­tain the spe­ci­fic cha­rac­ter of the concept and the Morin­ga­Boost brand image. The cus­to­mer under­takes to dis­play the dis­plays and point-of-sale mate­rial in a visible place at the point of sale, and to make eve­ry effort to pro­mote the brand.

Validity of GCS

Should any pro­vi­sion of these Gene­ral Terms and Condi­tions of Sale be or become inva­lid, or should they contain any omis­sions, this shall not affect the vali­di­ty of the remai­ning provisions.

Jurisdiction — Disputes

All dis­putes concer­ning the for­ma­tion and exe­cu­tion of these Gene­ral Terms and Condi­tions of Sale are sub­ject to Bel­gian law and will be brought before the Com­mer­cial Court of Brussels.

For accep­tance of the Gene­ral Sales Condi­tions,
The Cus­to­mer