General Terms and Conditions of Business
The high quality of our products and our endeavours to ensure targeted use of these products in accordance with each consumer’s skin requirements and skin condition necessitate the provision of premium-quality advice for our trade customers. To this end, we strive to secure a long-term, trustful collaboration with selected trade customers, wholesalers and sales partners who are willing and able to fulfil the standard of quality demanded by our products and brands, and also to provide professionally competent advice for end consumers in accordance with their skin requirements.
By placing an order for a product, the purchaser accepts and agrees to be bound by these General Terms and Conditions of Business. Any other agreements must be expressly made in writing in order to take effect and require our written approval. This also applies to any varying or contradictory General Terms and Conditions of Business of the purchaser. These are expressly not acknowledged and are hereby objected to. Personal data that is important for our operations is stored insofar as this is permitted by the German Federal Data Protection Act (BDSG).
1. Sales channels
For the purpose of providing optimum-quality consultation, neubourg skin care has tailored its product portfolio to different target groups. The purchaser thus acknowledges the associated exclusive sales channels for certain products and brands insofar as these are labelled accordingly. The purchase and distribution of our products and brands are limited exclusively to trade customers operating one or more quality-oriented specialist stores that are equipped to supervise end consumers and provide advice relating to our products and brands, or to those who supply the above as trade wholesalers. This status applies expressly to pharmacies, foot care and podiatry practices, massage therapy practices offering foot care and/or cosmetic services, and cosmetic institutes, as well as the specialist wholesalers who supply the above – to the extent that these trade customers cannot be classified as drugstores, supermarkets or conventional retail consumer markets and in no way present themselves using a name, visual appearance or corresponding image which might fall under the definition of a “discount” business.
Our standard as a supplier of brands offering high-quality consultation requires our products to be sold to consumers solely by persons with superior qualifications in this specialist area, accompanied by comprehensive and professional advice. Sales and distribution of goods purchased from us via an internet platform owned by the purchaser and distributor are permitted only if the latter operates a stationary retail business or possesses a pharmacy operating licence, and if the quality of the internet platform corresponds to the exclusive character of the products – in particular with respect to the visual design, service and consultation offered (e.g. expert advice via phone or email/post), the environment in which other goods are presented, and to purchase processing. neubourg skin care reserves the right to forbid sales via the internet if these criteria are not satisfactorily met.
2. Prices and orders
All prices are non-binding. A contract shall only come into effect on receipt of our written order confirmation. Verbal ancillary agreements also require written confirmation. In the case of goods that can be supplied promptly, our invoice also serves as an order confirmation and shipping notice. The goods are delivered with the design and specifications that are usual at the time of delivery. Technical modifications are possible. Prices valid on the order date apply. All prices are additionally subject to any legal sales taxes.
3. Delivery and delivery times
Our goods are shipped at the risk and expense of the purchaser. Operational disruptions, lack of raw materials, transport difficulties or other unforeseeable events, force majeure, action by official bodies, etc. release us from our delivery obligations for the duration of the disruption.
Should doubts arise with regard to the creditworthiness of a purchaser, we are authorized at any time to demand securities or recall the delivered goods and to withhold any outstanding deliveries. We may further rescind the contract if it is no longer reasonable for us to satisfy the contract for the reasons set out above. No obligation to compensate the purchaser shall arise.
We endeavour to deliver within the specified delivery times; however, no claims of any kind can be made by the purchaser on the grounds of late delivery. The purchaser may only take advantage of their statutory rights, and in particular the right of recission on grounds of default, if they have previously set a grace period and this has elapsed to no avail. Partial deliveries are regarded as a single order in accordance with our conditions of delivery and payment.
The purchaser shall lodge a complaint in respect of apparent defects and further identifiable breaches of duty on grounds of inadequate performance without undue delay and no later than by a deadline of eight days of receipt of the goods. Complaints about “latent defects” shall be made without due delay as soon as they become apparent. If the customer fails to lodge the complaint in good time, all claims accruing to the customer on account of these defects shall lapse. The warranty period for demonstrable defects shall be limited to one year calculated from the day of the commencement of the statutory limitation period. The statutory provisions and limitation periods shall additionally apply.
5. Terms of payment
Full net payment of our invoices is due without discount within 30 days of the invoice date.
We grant a 2% discount for payments made within ten days for goods deliveries. Recurring SEPA direct debits are collected within five days, with prior notice given on the previous day. We reserve the right to make special separate agreements.
Neither discount nor direct-debit rules apply to invoices for training and/or academy events. In these cases, payment of the invoice is due within 30 days of the invoice date. Customer cancellations up to four weeks prior to the start of an event shall incur a processing fee of €50.00. Cancellations made four weeks or less prior to the start of the event shall be subject to cancellation fees of one hundred percent (100%).
If the due date is exceeded, we are entitled to charge reminder fees and interest on the overdue amount. In the case of payment by instalments, if the purchaser is in arrears either in whole or in part by a period of more than one week, the full remaining amount of the instalment shall be due immediately.
Invoice deductions (e.g. for goods returned) are only accepted if a credit note has been issued by us. Returned goods can only be processed if the invoice date, invoice number, customer number and cause for complaint are given.
Please state the invoice details (invoice no., customer no., invoice date) on all payments. For the purpose of credit assessment CRIF Bürgel GmbH, Radlkoferstrasse 2, 81373 Munich, Germany shall provide us with your personal address and credit information as stored in its database, including any information obtained based on mathematical and statistical methods, insofar as we can demonstrate our legitimate interest in this data.
6. Reservation of title
We shall retain title to goods supplied by us until all claims under the commercial relationship with the purchaser, including future claims under contracts to be entered into at a subsequent time point, have been settled. The customer shall take out adequate insurance cover for the supplied goods that are subject to the reservation of title, in particular also against fire and theft. Existing claims accruing to the customer under the obligatory insurance policy for the supplied goods that are subject to the reservation of title shall be hereby assigned to us up to the total value of the goods that are subject to the reservation of title.
The purchaser is permitted to sell the goods in the context of regular business operations. The purchaser is not permitted to pledge the goods or furnish them as collateral to third parties. If the purchaser sells the supplied goods that are subject to the reservation of title to third parties and they are not paid for immediately, the purchaser undertakes only to resell them to third parties subject to the purchaser’s own reservation of title. The permission to resell the supplied goods that are subject to reservation of title shall lapse without a claim to compensation if the purchaser discontinues their payments or falls into arrears with their payments due to us.
Sales in connection with the sale of a business as a whole or as a lease are not regarded as a sale in connection with regular business operations and require our authorization. Upon request, the purchaser may be obliged at any time to provide us with information on the whereabouts of the goods supplied under reservation of ownership and on the receivables from resale. This information includes in particular name and address of the purchaser of the goods subject to reservation of title, invoice date and amount of claim. The purchaser hereby assigns to us all claims, including collateral and subsidiary rights, that arise in conjunction with the resale to their customers of supplied goods subject to reservation of title. Any agreement with third-party purchasers on the exclusion of our rights vis-à-vis our purchaser shall be impermissible.
7. Right of retention and set-off
No right of retention may be asserted unless this has been recognized for the benefit of the purchaser in respect of a purchase-price claim or the purchaser is entitled to warranty claims that have been legally established under the same contractual relationship. Any counterclaims may not be set off unless they are undisputed or have been legally established.
8. Complimentary goods
Complimentary goods that are provided by us and are labelled or to be labelled “not for sale” ‒ particularly testers, samples and goods for use in clinics or therapeutic practices ‒ may not be sold to third parties. The “not for sale” label on these products may not be removed or concealed.
9. Addenda and amendments
Any addenda and amendments to a concluded contract must be in writing in all cases. This shall also apply to a waiver of requirement for the written form by the parties to the contract. Any verbal ancillary agreements or amendments to contractual terms shall be void unless confirmed in writing. This is, however, without prejudice to the priority of individually agreed terms pursuant to section 305b German Civil Code (BGB).
10. Place of performance
The place of performance for obligations arising from this contractual relationship for both parties is 48268 Greven, Germany. The place of jurisdiction shall be Münster if the purchaser is a merchant or a legal entity. This shall also apply to processes involving cheques or bills of exchange. However, the purchaser may also be sued for outstanding payments at their general place of jurisdiction.
Greven, 10 June 2020