Terms and conditions for professional customers

1. Who we are

My Key Nutrients is a trade name of Cosmotrend BV, registered office at Ringlaan 7, 9900 Eeklo, Belgium, company and VAT number BE 0891.559.167, RPR Ghent, Ghent division. Our products are manufactured by Cosmofarma BV.

2. Scope

These terms are the only ones that apply to all our offers, orders and deliveries through the professional webshop. Every order implies their unconditional and express acceptance, and the waiver of your right to invoke your own general or special terms.

Deviations bind us only where we have confirmed them in writing.

We deliver exclusively to persons and organisations that use or resell the products in the course of their professional activity. You confirm this when you order. You are therefore not a consumer within the meaning of Book VI of the Belgian Code of Economic Law, and the consumer terms on mykeynutrients.com do not apply here.

3. Registration and approval

You register through the form on this site. We check your VAT number against the VIES database of the European Commission and assess your application. An account exists only after our express approval; a submitted application is not an agreement.

You keep your details up to date. We may refuse or close an account where the details are incorrect, where the VAT number is no longer valid, or in the event of a breach of article 12.

4. Levels and prices

We work with three professional levels: Reseller, Partner and Distributor. Your level determines your prices and your minimum order quantity.

All professional prices are exclusive of VAT and other government charges. They are visible after registration, are confidential and are intended for your use only. You do not share or publish them.

We are not bound by printing errors or obvious mistakes. We may adjust our prices, among other things in the event of increases in the cost of raw materials, packaging, wages or transport, new or increased duties, or significant exchange rate fluctuations. For an order we have already confirmed, the confirmed price applies.

5. Minimum order quantity

Our products are delivered by the box. The number of units per box is stated with each product. The minimum order per product is one box for a Reseller and a Partner, and three boxes for a Distributor.

If you order less, the basket will say so and the order cannot be completed.

6. Payment

Reseller and Partner pay when ordering, using the payment methods offered at checkout.

A Distributor chooses at checkout between immediate payment, with a 10% settlement discount on the distributor price, or payment on invoice within 30 days of the invoice date, without that discount.

From the due date, every unpaid invoice bears interest by operation of law and without notice of default at the rate of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, increased by the fixed recovery compensation of 40 euro and by a penalty of 10% of the outstanding amount, with a minimum of 125 euro.

If we are late in paying you a credit note or a refund, the same interest and the same fixed compensation apply in your favour.

In the event of late payment we may demand immediate payment of all other outstanding amounts and suspend further deliveries until everything has been settled.

If you ask us to invoice a third party, you remain personally liable for payment.

7. Retention of title

The goods delivered remain our property until all amounts due have been paid in full.

Until title has passed, you may not sell, rent, lend, pledge or otherwise encumber the products.

In the event of late payment we may take back the products covered by the retention of title and access your premises for that purpose.

8. VAT

For a customer with a valid VAT number in another Member State of the European Union, VAT is reverse charged in accordance with article 138 of Directive 2006/112/EC. The statement appears on the invoice.

The reverse charge applies only where your VAT number is valid in VIES at the time of the order. If it later proves invalid, we may still charge the VAT.

Our invoices are delivered electronically through the Peppol network.

9. Delivery and shipping

We ship to the address you provide, at the rates shown in your basket before you pay: Belgium € 5.95, free from € 50; the Netherlands and Germany € 9.95, free from € 75; the rest of the European Union € 14.95, free from € 125; outside the European Union from € 29.95.

Outside the European Union, import duties and local charges may apply, for the account of the consignee.

All delivery times are indicative only. In the event of delay we agree a new time, without compensation. We may make partial deliveries.

The products travel at your risk. If you do not take delivery, or not in time, we may store them for your account and risk or sell them to a third party, the purchase price remaining due.

10. No right of withdrawal

The fourteen-day right of withdrawal applies only to consumers. As a professional customer you do not have that right.

Food supplements are moreover goods which, for reasons of health protection and hygiene, are not suitable for return once the seal has been broken.

11. Inspection, complaints and warranty

You inspect the products immediately after delivery, or have them inspected.

Complaints about visible defects — differences in quantity, weight, composition or quality compared with the order confirmation or the invoice — must reach us within eight calendar days of arrival, in writing, quoting the number and date of the order confirmation or invoice. E-mail is sufficient.

Defects you could not reasonably have detected within that period must be reported immediately upon discovery and at the latest within thirty calendar days of arrival.

As soon as you find a defect, you immediately stop using and reselling the batch concerned and take what is needed to prevent further damage. You give us every assistance in the investigation. You do not return products without our permission.

We warrant that on delivery the products conform to what has been agreed. We apply a HACCP system; deviations from the statutory limits for contaminants cannot thereby be entirely excluded. For the content of active ingredients within the shelf life we use overdosing and factorisation; there too, deviations cannot be entirely excluded.

Where the complaint has been made in time and correctly and it appears that on delivery the products did not conform, we may choose between free replacement against return of the defective products, or a credit note.

12. Resale, labelling and notification

You resell our products in their original, unopened packaging. You do not repackage, do not relabel, and do not remove or alter any batch number, expiry date or mandatory label statement.

In presenting the products you use only the product information we supply. You do not add health claims, medical statements or effects of your own. For food supplements, only the claims included in the EU list under Regulation (EC) 1924/2006 are permitted.

Material we make available for professionals — product dossiers, technical sheets, training material — is intended for you as a fellow professional and not for publication to the end consumer.

You are responsible for complying with the rules that apply in your country to the offering of food supplements, including the notification obligation where it rests on you.

13. Intellectual property

The agreement does not give you any intellectual property right in the products.

Without our prior written consent you do not apply our name to products or packaging, and you do not alter or remove any brand or marking applied.

You use our brand names and imagery only to offer our products, and not in a way that suggests you are our representative or that we endorse your services.

14. Liability

Save in the event of intent or gross negligence, our liability is limited to the invoice amount of the product concerned. We are not liable for loss of profit, loss of turnover, loss of clientele or any other indirect or consequential loss.

We are not liable for damage arising after you have used, handled, processed or supplied the products to third parties.

We are not liable for the content of the labelling of the product as you resell it, nor for its registration or notification, unless a written and binding agreement exists to that effect.

We are not liable for the advice you give your clients, nor for the use they make of the products.

These limitations do not apply where the law does not allow them, in particular in the event of personal injury and product liability.

15. Storage, use and confidentiality

You alone are responsible for the choice, storage and use of the products delivered within your organisation.

Both parties treat information about each other's business operations as strictly confidential and do not disclose it to third parties, unless it was already demonstrably known or is generally known.

16. Default, duration and termination

If you fail to perform an obligation in a proper or timely manner, you are in default by operation of law and we may suspend performance of all agreements until payment in full, or terminate them in whole or in part.

In the event of bankruptcy, liquidation, judicial reorganisation or seizure, all agreements are terminated by operation of law, unless we state within a reasonable period that we require performance.

The professional relationship is for an indefinite term. Either party may terminate it in writing with one month's notice. Orders already confirmed will still be carried out.

17. Force majeure

Force majeure and, more generally, any circumstance that prevents, hinders or delays performance of your order releases us from liability and allows us to limit our obligations, terminate the agreement or suspend performance, without compensation. This includes war, civil unrest, strike and lock-out at our premises or those of our suppliers, machinery breakdown, fire, interruption of transport, supply problems and government measures. We will inform you as soon as possible.

18. Personal data

We process the data of your contact persons in order to handle your application, manage your account and carry out your orders, in accordance with our privacy policy.

19. General provisions

These terms are severable. The nullity of one or more provisions does not affect the validity of the others.

You warrant that you are entitled and authorised to place your order.

The Dutch text of these terms is the binding version. Translations are provided for information only.

20. Governing law and disputes

These terms are governed exclusively by Belgian law.

Only the courts of the judicial district of Ghent have jurisdiction over disputes concerning the application, interpretation or performance of these terms.