Terms & conditions

General

1.     These SALES AND DELIVERY TERMS DARO – RESELLERS apply to all offers, quotations and agreements for purchase / sale of goods and/or for orders by and placed with Daro Brands B.V. (hereafter DARO) through its website www.natturlijkgecertificeerd.nl or in direct contact.

2.     The term "client" in these terms shall mean: "the customer who buys DARO products with the aim to resell, ie any legal or natural person in the exercise of his trade or profession that has concluded or wishes to conclude an agreement with DARO and also their representative (s), agent (s), assignee (s) and heirs". For consumer agreements with DARO other conditions apply, namely the “Sales Conditions DARO – consumers”.

3.     Additions or exceptions to these conditions must be agreed in writing; these additions and exceptions shall only apply to the agreement for which they are made.

4.     The rights and obligations arising from agreements between DARO and client may not be transferred by client to third parties, except with the written consent of DARO.

5.     Client's own conditions shall not be affected where prior informed and not in conflict with these conditions. In that case, these conditions always take precedence, even if otherwise stipulated priority.

6.     Should one or more provisions from this agreement with client not be or not be entirely legally valid, the other provisions shall be fully maintained. Instead of the invalid provisions a suitable regulation shall apply which comes as close as possible to the intention of parties and the economic result sought after by them in a legally effective way.

7.     In the case DARO does not demand strict compliance with these conditions; this does not mean that its provisions do not apply, or that DARO in any degree would lose the right to otherwise demand strict compliance with the provisions of these terms and conditions.

8.     DARO reserves the right to adjust or amend these “Sales Conditions DARO – resellers” at any time. Adjustments or amendments will come into effect the moment the client and / or end-user can examine them. This condition is met, among other things, the moment the new conditions concerned are available online via the DARO websites in question. To this effect, the electronic files are considered to be proof. Adjustments or amendments do not affect rights already acquired by DARO.

Quotations

9.     All quotations shall be without obligation and shall be valid for a period of 30 days, unless otherwise agreed in writing. A quotation which contains a time-limit may nevertheless be revoked by DARO, even after receipt of order, provided this is done within 5 days.

10.   The prices, specifications, compositions, descriptions and images mentioned in price lists, quotations and other documents are exclusively informative and do not bind DARO. DARO reserves the usual margins.

11.   DARO cannot be bound to quotations if the client can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or error.

Agreement

12.   An agreement shall only be deemed to have been legally concluded after DARO has confirmed the order in writing or a start has been made on the execution of the order. The contents of the agreement shall be determined by the proposal and/or confirmation of order of DARO and these Sales and delivery conditions and disclaimer DARO – resellers.

13.   Any subsequent changes or additional agreements bind DARO only when approved and confirmed by DARO in writing.

14.   For transactions for which the nature and scope demands no quotation or order confirmation to be sent, the invoice together with these conditions will be considered as the correct and complete representation of the agreement, except if client submits a complaint within 5 working days.

15.   DARO reserves itself the right to change c.q. improve the products at any time, without the obligation to inform the client on the improvement or change beforehand.

Prices

16.   All price quotations and the prices which DARO charges are the prices applicable at the time of the quotation or of the conclusion of the agreement, excluding VAT and other costs attaching to the agreement, such as levies and tariffs, in Euro’s, unless otherwise agreed in writing. For international transactions the prices are Ex Works (EXW) of the International Chamber of Commerce, Edition 1990, unless otherwise specifically agreed in writing.

17.   Where after making a quotation a change occurs to one of the factors determining the price (including, but not restricted to currency fluctuations), DARO shall be entitled to adjust the prices accordingly, even where the agreement has in the meantime been concluded, but payment hasn’t been received yet.

18.   Currency fluctuations that occur after the date an agreement has been legally concluded are for account of the client.

19.   Printing errors in price lists, brochures and advertisements cannot be invoked against DARO.

Transport and delivery within The Netherlands

20.   The mode of transport, shipping, packaging, etc., if no further instructions are given by the client to DARO is provided by DARO. The transport will take place at the expense and risk of the client. DARO is entitled to charge a fee for sustainable packaging materials.

21.   In case the order isn’t accepted by the client after delivery by DARO, DARO is entitled, at its discretion, to act:

a) if the contract is canceled by the client.

b) or claim breach of contract and charge any further damage to client.

22.   If the ordered products are in stock and the order is received before 15:00 noon, delivery will be made within 24 hours or next business day. For bulky products or when ordering large quantities, the delivery time is 2 business days after the order is placed. Indications of the delivery time are approximate and subject to change, unless the offer expressly stated otherwise.

23.   Unless otherwise agreed, delivery will be to the home or business of the client, on the ground floor.

24.   The cost of delivery is indicated at www.natuurlijkgecertificeerd.nl. Big orders are sent by pallet.

25.   The client is obliged to check the delivered products and the packaging for any defects and / or damage immediately upon delivery, and in any event within 5 working days, or perform this check directly after notification of DARO that the goods have been made available to the client.

26.   Any shortfalls and / or damages of the goods delivered and / or packaging which are present on delivery, needs to be mentioned by client on the delivery, the invoice and / or the transport documents, and in the case of (transport) damage the packaging should be kept as reference. Failing this, the client is deemed to have approved what was delivered. In this case complaints in this regard will not be processed.

27.   Partial deliveries shall be permitted. DARO reserves itself the right to invoice partial deliveries separately.

Delivery outside the Netherlands

28.   Delivery outside the Netherlands shall be carried out Ex Works (EXW) Incoterms 1990, unless one of the other Incoterms of the International Chamber of Commerce (ICC), Edition 1990, is agreed. Delivery of goods outside the Netherlands shall be transported for account and risk of client, even where the dispatch is made carriage paid.

29.   For international deliveries the entire amount is paid in advance.

Trial period

30.   The client has a trial period of 30 days. The trial period is intended to determine whether the ordered products are according the offer. There is no trial period for custom made products or products that are delivered in a client specific packaging.

31.   If the client wishes to return the products based on this trial period, this must be done within 30 days after original delivery of the products.

32.   The products must be sent back to DARO in their original packaging and must be undamaged and unopened. The shipping costs of the return shall be borne by the client.

33.   The client then receives, at its discretion, a voucher, an exchange or refund for the products returned to DARO.

Warranty and complaints

34.   DARO only processes any complaints relating to products if it is received directly and within two weeks after delivery of the products and the complaint contains precise details of the nature and grounds of the complaint. Complaints about invoices must be submitted within 5 working days after receipt of the invoice.

35.   Please send your correspondence with regard to complaints to: DARO Brands B.V., Lange Haven 124, 3111 CK Schiedam, the Netherlands. Or by email to: info@natuurlijkgecertificeerd.nl.

36.   DARO will deal with and reply to the complaint submitted as soon as possible, but within no more than 7 days after receipt. If it is anticipated that a complaint will require a longer processing time, the client or end-user will receive a reply within 7 days confirming receipt and an indication of when he can expect a more comprehensive reply.

37.   Only if and when the complaint is found to be justified in writing by DARO, the payment of client in respect of the disputed portion is suspended until such time as the complaint is settled.

Limited liability

38.   DARO cannot be held liable for compensation for whatever damage, be it of a foreseeable or unforeseeable, or direct or indirect nature. Nor can DARO be held liable for compensation for damage caused by whichever mistake, be it a slight mistake or a serious one, with the exception of a willful mistake.

39.   Without prejudice to the previous article, DARO is never bound to more compensation than replacement of the product or repayment of the purchase price, this according to its choice and possibilities.

40.   Client indemnifies DARO against claims of third parties involving damage as a consequence of goods or services delivered by DARO, if and so far as this damage is caused by negligence of client, his subordinates or of others which client has called in under agreement(s) made with a third party.

41.   DARO cannot be held liable for misuse, careless use or the use of the DARO food supplement products, either in dose, in storage, in conditioning or reconditioning and/or in use together with other products or medication. Nor can DARO be held liable for any consequences arising from the information and recommendations supplied.

42.   Client shall on his account provide for valid liability insurance.

Payment conditions and reservation of title

43.   Client shall be obliged to pay all orders prior to shipping the products, unless a credit line is supplied to client. If a credit line is supplied to client, client shall be obliged to pay all invoices without discount, compensation or suspension within 14 days after invoice date, unless otherwise agreed in writing.

44.   Where invoices are not paid in cash in accordance with the previous article, client shall be in default simply by the passing of the agreed payment date, without any notification of default being required for this, irrespective of whether the exceeding of such payment date is the fault of client.

45.   Notwithstanding the other rights accruing to it, DARO shall then be authorized to charge interest on the outstanding amount of 1% per month or part of a month, chargeable from the due date in question.

46.   All extrajudicial and judicial costs incurred by DARO by virtue of a dispute with client, both as plaintiff and as defendant, shall be for account of client. The extrajudicial collection costs to be established in accordance with the collection tariff of the Netherlands Bar Association, the judicial collection costs on the actual amount paid for the proceedings by DARO, even where this exceeds the liquidated costs of the proceedings.

47.   Incoming payments shall serve to settle the longest outstanding items - including interest and costs - even where client states otherwise in this respect.

48.   In case of late payment any adverse exchange rate difference shall be for account of client. Reference dates are the due date of the invoice and the date on which it is paid.

49.   In case the client:

a. is declared bankrupt, suffers from insolvency, makes a request for suspension or deferral of payments, or seizure of all or part of his property is laid,

b. dies or is placed under guardianship,

c. by force of law or of these terms does not fulfill any of its obligations,

d. fails to pay an invoice amount or part thereof within the stipulated period,

e. stops or transfers its business or a substantial part thereof, including the transfer of his business to a prospective or existing company,

DARO has, by the mere occurrence of any of the above circumstances, the right to; either consider the contract as dissolved without any judicial intervention being required, or to demand any amount payable by the client on the basis of the DARO performed deliveries immediately and without warning or notice in its entirety, all without prejudice to the right to compensation of costs, damages and interest.

Confidentiality and intellectual property rights

50.   DARO and client undertake to observe full confidentiality of everything which comes to their knowledge (in any way whatever) with regard to the other party and its products in the broadest sense, therefore including, but not limited to, ideas, processes, procedures, work, know-how and intellectual property rights. This confidentiality obligation shall continue unabated after termination of the agreement and the relation between parties.

51.   DARO reserves itself all (intellectual property) rights in the broadest sense and to its full extent, in particular copyrights on all its works as meant in article 10 of the Auteurswet (Dutch Civil Code), on products and services that result from or are related to the order, unless agreed otherwise in writing.

52.   Client binds itself to violate in no way whatsoever the rights mentioned in section 2 of this article, directly or indirectly, or to affect them by use or otherwise, also not by demanding nullification, and acknowledges DARO being fully entitled to them.

53.   Without our permission in writing Client is not allowed to transfer these rights to third parties entirely or partially, or to bring them in into a company, corporation or legal entity or to give goods or services delivered by DARO in use to third parties.

54.   The rights mentioned in this article maintain DARO’s property irrespective of suggestions and/or ideas for improvement and/or change of the products suggested by client.

55.   DARO reserves itself the right to use the knowledge and experience gathered in connection with the execution of an order for other purposes.

56.   Client is obliged to return within one week after termination of an agreement all goods belonging to DARO.

57.   If client fails accountably to meet his obligations towards DARO, especially, but not restricted to those mentioned in above mentioned articles concerning confidentiality and intellectual property rights of these conditions, he shall forfeit an immediately claimable penalty of € 10.000,-- per infringement, as well as an immediately claimable penalty of € 500,-- for every day the infringement goes on, undiminished the right of full compensation of damage.

Force Majeure

58.   In the event of Force Majeure, DARO is not bound to perform its obligation towards the client, respectively the performance of the obligation is suspended for the duration of the Force Majeure.

59.   The term ‘Force Majeure’ is taken to mean all circumstances outside its control, which prevents it performing its obligation, partially or fully, towards the Consumer. These circumstances include, but are not limited to, strikes, fire, operational failures, power failures, non-delivery or overdue delivery by suppliers or any other third parties engaged and the absence of any government licence. The term ‘Force Majeure’ is also taken to mean malfunctioning of any telecommunications or other network connection of the communication systems used and/or the unavailability of its websites at any time.

Disclaimer

60.   DARO products are used by consumers. All information and recommendations provided by DARO concerning these products have been compiled with the utmost care and is provided solely as no-obligation information taking into account the state-of-the-art science, but without being exhaustive and perfectly up-to-date.

61.   End-users of the DARO products should consult their doctor or specialist if they have specific health problems. All information in the descriptions on these websites, including information related to medical issues, health complaints, treatments and products, is for information purposes only.  The information is not intended as a substitute for professional advice from a doctor or specialist. The information in these descriptions is not intended to diagnose health problems or to prescribe medication. End-users should carefully read this information, before starting the use of the DARO products that have been purchased.

62.   DARO products are designed to improve a person’s general state of health. However, they cannot be considered as means to diagnose, treat, cure or prevent illness. Before starting the use of DARO products, end-users should consult a doctor about any questions concerning the compatibility of these products with any medical condition or any medication being taken.

Applicable law

63.   All offers and contracts are governed exclusively by the laws of the Netherlands.

64.   The applicability of the Vienna Convention on the International Sale of Goods is expressly excluded.

65.   Any disputes related to or arising from offers from DARO or contracts concluded with DARO will be submitted to the court having territorial jurisdiction in Amsterdam, the Netherlands, unless the law specifically designates another court as competent.

Version 1.0 – January 2023