### General Terms and Conditions of Sale of La Vanille de Rose SL

**Last Updated: [June 2024]**

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#### 1. Purpose and Scope

**1.1** These General Terms and Conditions of Sale (GTC) apply to all sales of physical products made by La Vanille de Rose SL. ("the Seller") to professional customers ("the Buyer").

**1.2** These GTC govern the contractual relationship between the Seller and the Buyer and prevail over any other conditions of the Buyer unless otherwise agreed in writing by the Seller.

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#### 2. Products

**2.1** The essential characteristics of the products are indicated in the Seller's catalog.

**2.2** The Seller reserves the right to modify the product specifications, provided that the Buyer is informed if necessary.

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#### 3. Orders

**3.1** Orders must be placed in writing, either by email or any other means agreed upon by the parties.

**3.2** Each order must include essential information for processing: precise identification of products, quantity, desired place, and date of delivery.

**3.3** The Seller reserves the right to refuse any order or request a deposit before proceeding with its preparation.

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#### 4. Prices

**4.1** Product prices are not indicated on the website. Buyers must request a quote via the contact form or by directly contacting the sales department.

**4.2** Prices are provided excluding taxes and are ex-works, unless otherwise specified in the quote.

**4.3** The Seller reserves the right to modify its prices at any time. Products will be invoiced based on the rates in effect at the time of order confirmation.

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#### 5. Payment Terms

**5.1** Payments must be made within 30 days from the invoice date, unless another term is specified in the special conditions.

**5.2** In case of late payment, delay penalties calculated at a rate of 0.5% per day of delay will be applied. The Buyer will also bear all collection costs incurred due to non-payment.

**5.3** The Seller reserves the right to suspend any ongoing or future deliveries in case of non-payment.

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#### 6. Delivery

**6.1** Delivery times are indicative and do not constitute a firm commitment. The Seller will make every effort to meet the indicated delivery times but will not be held liable for delays due to circumstances beyond its control.

**6.2** Delivery is made by direct handover of the products to the Buyer or the carrier designated by the Buyer.

**6.3** The risk of loss or damage to the products transfers to the Buyer at the time of delivery.

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#### 7. Receipt and Claims

**7.1** The Buyer is required to check the condition of the products upon receipt.

**7.2** In the event of apparent defects or non-conformity of the products, the Buyer must make their claims in writing within 14 days from the delivery, with all supporting evidence.

**7.3** After this period, the products will be deemed compliant and accepted by the Buyer.

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#### 8. Returns

**8.1** Any return of products must be previously agreed upon in writing by the Seller.

**8.2** Returned products must be in their original condition and packaging, accompanied by the purchase invoice.

**8.3** Return costs are borne by the Buyer, unless otherwise agreed.

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#### 9. Warranty

**9.1** Products are covered by the legal warranty against hidden defects in accordance with articles 336 to 342 of the Spanish Commercial Code (Código de Comercio) and articles 1484 to 1491 of the Spanish Civil Code (Código Civil). In addition to these provisions, products are also protected by applicable European warranty standards, including those established by the European Commercial Code.

**9.2** The Seller warrants that the products conform to the specifications and are free from manufacturing defects at the time of delivery.

**9.3** The warranty does not apply in cases of improper use or storage of the products by the Buyer.

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#### 10. Liability

**10.1** The Seller's liability is limited to the amount of the order.

**10.2** The Seller cannot be held liable for indirect damages suffered by the Buyer, such as loss of income or loss of clientele.

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#### 11. Retention of Title

**11.1** The Seller retains ownership of the products sold until full payment of the price.

**11.2** The Buyer undertakes to handle the products subject to retention of title with care and to insure them against the risks of loss or damage.

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#### 12. Force Majeure

**12.1** Neither party shall be liable for the non-performance of its obligations in the event of force majeure.

**12.2** Force majeure events include, but are not limited to, the following: natural disasters, fires, strikes, epidemics, governmental restrictions, or any other event beyond the control of the parties.

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#### 13. Intellectual Property

**13.1** The Buyer agrees to respect the Seller's intellectual property rights on the sold products.

**13.2** Any reproduction, modification, or use of the products for unauthorized applications is prohibited without prior written consent from the Seller.

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#### 14. Confidentiality

**14.1** The parties agree to treat as confidential the information exchanged in the context of executing orders.

**14.2** This confidentiality obligation remains in effect for 2 years after the execution of the order.

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#### 15. Applicable Law and Jurisdiction

**15.1** These GTC are governed by Spanish law and applicable European regulations, including the directives of European Union commercial law.

**15.2** Any dispute relating to the execution or interpretation of these GTC will be subject to the exclusive jurisdiction of the courts of Málaga, Spain, in accordance with Spanish laws.

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#### 16. Modifications

**16.1** The Seller reserves the right to modify these GTC at any time.

**16.2** The modified GTC will apply to all orders placed after their publication on the Seller's website or after their notification to the Buyer.

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### Contact Information

**La Vanille de Rose SL.**

- **Address:** Pasaje Compositor Lehmberg Ruiz, 4, 5º A. 29007 Málaga, Spain
- **Phone:** +34 722 251 683
- **Email:** export@lavanillederose.com
- **Website:** [www.lavanillederose.com](http://www.lavanillederose.com)

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These General Terms and Conditions of Sale set forth the terms and conditions under which La Vanille de Rose SL. sells its products to professional customers. Buyers are advised to carefully read these GTC before placing an order.