Terms & Conditions

These general terms and conditions apply to all offers, order confirmations and agreements for the supply of goods by Purovitalis to business customers. They do not apply to consumers.

Article 1 — Definitions

• Seller: Purovitalis Inc., the party supplying the goods.
• Buyer: the business, acting in the course of a profession or business, that places an order with the Seller.
• Agreement: the contract of sale between Seller and Buyer to which these terms apply.
• Goods: the food supplements and related products supplied by the Seller.
• Wholesale account: the Buyer’s approved account on the Seller’s wholesale website.

Article 2 — Identity of the Seller

Purovitalis Inc.
181 Bay Street, STE 1800, Toronto, Ontario, Canada M5J 2T9
Company number: 1000964956
EU VAT number: NL828231710B01
Email: wholesale@purovitalis.com

The Seller is registered for VAT in the Netherlands and supplies goods to business customers within the European Union and worldwide.

Article 3 — Applicability

1. These terms apply to every offer and every Agreement between the Seller and the Buyer.
2. The applicability of any general terms, purchase conditions or other conditions of the Buyer is expressly rejected, unless the Seller has accepted them in writing.
3. The Buyer confirms that it acts in the course of a profession or business. The statutory right of withdrawal that applies to consumer distance selling does not apply to this Agreement.
4. If any provision of these terms is void or annulled, the remaining provisions remain in full force, and the void provision is replaced by a valid provision that approximates its purpose as closely as possible.

Article 4 — Wholesale account and approval

1. Access to wholesale pricing requires an approved wholesale account. The Seller reviews applications and may approve or decline an application at its discretion, without stating reasons.
2. The Buyer must provide a valid company registration and, where applicable, a valid VAT number, and must keep this information accurate and up to date.
3. The Buyer is responsible for all activity carried out under its account credentials and must keep them confidential.
4. The Seller may suspend or close an account that is used in breach of these terms.

Article 5 — Prices and offers

1. All wholesale prices are stated excluding VAT, excluding shipping costs and excluding any import duties or local charges, unless expressly stated otherwise.
2. Wholesale prices are confidential, are specific to the Buyer’s account, and may not be disclosed to third parties.
3. Offers are without obligation and valid while stocks last. Obvious errors or mistakes in pricing or product information do not bind the Seller.
4. The Seller may adjust its prices. Price changes do not affect orders already confirmed.
5. The minimum order value is €250 excluding VAT, in any combination of products. Individual products are supplied in the pack multiples shown on the product page.
6. Any recommended retail price communicated by the Seller is a non-binding recommendation. The Buyer remains free to determine its own resale prices.

Article 6 — Formation of the Agreement

1. An order placed by the Buyer constitutes an offer to purchase. The Agreement is formed when the Seller confirms the order or dispatches the Goods.
2. The Seller may refuse an order, or supply a reduced quantity, in particular where stock is insufficient or where the Buyer has outstanding payments.

Article 7 — Payment

1. Orders are paid in full before dispatch, using one of the payment methods offered at checkout (card, iDEAL/Wero, PayPal or bank transfer). Goods are dispatched once payment has been received in full.
2. Payment on invoice is not a standard entitlement. The Seller may, at its sole discretion and by prior written agreement, grant an individual Buyer a payment term. Any such arrangement is granted case by case, may be subject to a credit assessment, and may be withdrawn by the Seller at any time.
3. Where a payment term has been agreed and the Buyer fails to pay within that term, the Buyer is in default by operation of law, without any notice of default being required.
4. From the date of default, the Buyer owes statutory commercial interest as referred to in Article 6:119a of the Dutch Civil Code on the outstanding amount, and is liable for all reasonable extrajudicial collection costs.
5. The Seller may suspend further deliveries, and require payment in advance for all future orders, while any amount remains outstanding.
6. The Buyer is not entitled to set off any claim against amounts owed to the Seller, or to suspend its payment obligations.

Article 8 — VAT

1. Supplies to Buyers within the Netherlands are subject to Dutch VAT at the applicable rate.
2. For Buyers established in another EU member state that provide a valid VAT identification number, VAT may be reverse-charged in accordance with EU VAT rules. The Buyer is responsible for the accuracy of the VAT number provided and for accounting for VAT in its own member state.
3. Supplies outside the EU may be zero-rated for export. Any import duties, taxes and customs charges in the country of destination are borne by the Buyer.

Article 9 — Delivery

1. The Seller dispatches orders on working days, Monday to Thursday. Orders placed and paid before 14:00 (Amsterdam time) on those days are dispatched the same day; orders placed after that time, on Friday or at the weekend are dispatched on the next dispatch day.
2. Stated delivery times are indicative and are not deadlines within the meaning of Article 6:83(a) of the Dutch Civil Code. Exceeding a stated delivery time does not entitle the Buyer to compensation or to dissolve the Agreement, unless the delay is unreasonable and the Seller fails to deliver within a reasonable further period set in writing.
3. Risk in the Goods passes to the Buyer on delivery to the Buyer or to a carrier designated by the Buyer.
4. The Seller may deliver in instalments and invoice each instalment separately.

Article 10 — Retention of title

1. All Goods delivered remain the property of the Seller until the Buyer has paid in full everything owed under the Agreement, including interest and costs.
2. Until title has passed, the Buyer may resell the Goods in the normal course of its business, but may not pledge them or grant any other security over them.
3. The Buyer must store Goods subject to retention of title with due care and in identifiable condition, and must inform the Seller immediately if a third party asserts rights over them.

Article 11 — Inspection, complaints and claims

1. The Buyer must inspect the Goods on delivery for visible damage, shortages and evident defects.
2. Damage, shortages or incorrect deliveries must be reported to the Seller within 7 working days of delivery, in writing, with photographic evidence. Claims submitted after that period may be refused.
3. Where a complaint is justified, the Seller will, at its option, replace the Goods concerned or issue a credit. For breakages, the Goods do not need to be returned.
4. Where the Seller has supplied an incorrect product, the Seller collects the incorrect product at its own cost and supplies the correct product.
5. Submitting a complaint does not suspend the Buyer’s payment obligations.

Article 12 — Returns

1. Food supplements cannot be resold once they have left the Seller’s control. Correctly supplied Goods are therefore not taken back, and no right of return applies.
2. Goods are only accepted for return where the Seller has expressly agreed in writing in advance, or in the circumstances described in Article 11.
3. Stock approaching its expiry date is handled case by case; the Buyer should contact the Seller.

Article 13 — Shelf life, storage and product quality

1. The Goods have a shelf life of two years from manufacture. The Seller guarantees a remaining shelf life of at least twelve months on delivery.
2. The Buyer must store and handle the Goods in accordance with the storage conditions stated on the packaging and applicable food-safety legislation.
3. The Buyer must operate stock rotation and may not offer Goods for sale after their date of minimum durability.
4. Certificates of analysis are available per product and per batch on request and, where published, on the Seller’s website.

Article 14 — Resale conditions

1. The Buyer resells the Goods in their original, unopened packaging. The Buyer may not repack, relabel, alter or otherwise modify the Goods or their packaging without the Seller’s prior written consent.
2. The Buyer is responsible for compliance with the food, labelling and advertising legislation applicable in the market in which it sells, including the EU Nutrition and Health Claims Regulation. The Buyer may not make medicinal claims or any health claim that is not authorised in that market.
3. The Buyer may resell the Goods through its own physical stores and its own webshop.
4. The Buyer may not list or offer the Goods on the following online marketplaces and pharmacy platforms, on which the Seller sells directly: Amazon, Bol, Redcare Pharmacy (including Shop-Apotheke), DocMorris and Huismerk/Humasana. This restriction is limited to those named platforms and does not restrict the Buyer’s online selling generally.
5. The Buyer may not use the Seller’s trade marks, brand assets or product imagery other than for the purpose of reselling the Goods, and must follow any brand guidelines provided.

Article 15 — Intellectual property

1. All intellectual property rights in the Goods, trade marks, packaging, photography, product dossiers and marketing materials remain vested in the Seller or its licensors.
2. The Seller grants the Buyer a non-exclusive, non-transferable, revocable licence to use the marketing materials it makes available, solely for the purpose of reselling the Goods, for the duration of the trading relationship.

Article 16 — Warranty and liability

1. The Seller warrants that the Goods comply with the applicable food-safety requirements and product specifications at the time of delivery.
2. The Seller’s liability under the Agreement is limited to the invoice value (excluding VAT) of the Goods to which the claim relates.
3. The Seller is not liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of goodwill, business interruption or loss arising from third-party claims, except in the case of intent or deliberate recklessness on the part of the Seller’s management.
4. Nothing in these terms excludes or limits liability that cannot be excluded or limited under mandatory law, including liability under product liability legislation.
5. The Buyer indemnifies the Seller against third-party claims arising from the Buyer’s breach of Article 13 or Article 14.

Article 17 — Product recall

If the Seller withdraws or recalls a batch, the Buyer will co-operate promptly and in good faith, will cease supplying the batch concerned, and will provide the Seller with the information reasonably required to trace affected stock. Reasonable costs of a recall attributable to the Seller are borne by the Seller.

Article 18 — Force majeure

The Seller is not liable for any failure to perform caused by circumstances beyond its reasonable control, including but not limited to failures in the supply chain, shortage of raw materials, transport disruption, fire, flood, epidemic, war, strike, cyber-attack, and acts of government. If the force majeure situation lasts longer than 60 days, either party may dissolve the Agreement in writing in respect of the part not yet performed, without either party being liable to compensate the other.

Article 19 — Confidentiality

The Buyer treats as confidential all wholesale pricing, margin information, product dossiers and other non-public commercial information received from the Seller, and does not disclose it to third parties without the Seller’s prior written consent.

Article 20 — Termination

The Seller may suspend performance or dissolve the Agreement with immediate effect, without judicial intervention and without any liability to compensate, if the Buyer is in default of payment, is granted suspension of payments, is declared bankrupt, ceases trading, or acts in material breach of Article 13 or Article 14.

Article 21 — Personal data

The Seller processes personal data in accordance with its Privacy Policy and applicable data protection legislation.

Article 22 — Governing law and jurisdiction

1. These terms and every Agreement to which they apply are governed exclusively by Dutch law.
2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention, CISG) is excluded.
3. All disputes are submitted exclusively to the competent court in Amsterdam, the Netherlands, without prejudice to the Seller’s right to bring proceedings before the court having jurisdiction over the Buyer’s place of business.