La Vanille de Rose SL.

www.lavanillederose.com

Article 1: Scope of Application

These general terms and conditions of sale apply to all sales of physical products concluded between La Vanille de Rose SL. (hereinafter referred to as "the Seller") and its professional clients (hereinafter referred to as "the Buyer"), regardless of their place of establishment. These terms and conditions comply with Spanish laws and European Union regulations. Any order placed with the Seller implies the unconditional acceptance of these terms and conditions by the Buyer.

Article 2: Products

The products sold are described in the catalog or on the Seller's website. Information about the characteristics of the products is provided for informational purposes and may be changed without notice. It is the Buyer's responsibility to verify that the ordered products meet their needs. In accordance with EU legislation, information regarding the products must be clear and understandable, as stipulated by Directive 2000/31/EC on electronic commerce.

Article 3: Prices and Delivery Costs

Delivery costs are included for all countries of the European Union. The prices indicated on the Seller's website are inclusive of all taxes (VAT). However, if the Buyer is from an EU country and possesses a verified intra-community VAT number, we may invoice excluding taxes (net) in accordance with the tax rules of the European Union, as defined in Directive 2006/112/EC on the common VAT system.

For our clients based in Spain, billing will be done including VAT, applying the reduced VAT rate of 10%, and delivery costs are included in the final price. This provision complies with Law 37/1992 on VAT in Spain.

Article 4: Order

An order is considered definitive upon the Buyer's signature of the quote and the issuance of an order confirmation by the Seller. The Seller reserves the right not to validate the order in case of disputes or insolvency of the Buyer, in accordance with the provisions of Regulation (EU) No 2015/848 on insolvency proceedings.

Article 5: Payment Terms

We require a deposit of 50% of the total amount at the time of the order. The remaining balance of 50% must be paid upon delivery of the products. In case of late payment, penalties equal to 12.50% of the total amount due will be applied from the due date, in accordance with Directive 2011/7/EU on combating late payment in commercial transactions, as well as a fixed recovery charge of 40 euros.

Article 6: Delivery

Delivery is made to the address provided by the Buyer at the time of the order. Delivery times are given as indicative, and the Seller cannot be held responsible for delays beyond its control. In case of a delay exceeding 10 working days, the Buyer may cancel their order after notifying the Seller in writing. The costs and risks associated with the transport of the products are the responsibility of the Buyer from the moment the products leave the Seller's warehouses, in accordance with Regulation (EU) No 1215/2012 on jurisdiction, recognition, and enforcement of judgments in civil and commercial matters.

Article 7: Receipt and Complaints

The Buyer is obliged to check the condition of the products upon receipt. In case of damage or non-conformity of the products delivered compared to the order, the Buyer must submit their complaints within 30 days following receipt, by registered mail with acknowledgment of receipt. Failing this, the products will be considered accepted without reservation. This provision complies with Regulation (EU) No 952/2013 establishing the Union Customs Code regarding the import and export of goods.

Article 8: Transfer of Ownership and Risks

Ownership of the products is transferred after full payment of the price by the Buyer. However, the transfer of the risks of loss or deterioration of the products takes effect as soon as they leave the Seller's premises, in accordance with Article 1463 of the Spanish Civil Code and the provisions of Regulation (EC) No 593/2008 (Rome I) on the law applicable to contractual obligations in the EU.

Article 9: Warranty

The products benefit from the legal warranty of conformity and the warranty against hidden defects, in accordance with Directive 1999/44/EC on certain aspects of the sale and guarantees of consumer goods. In the event of a lack of conformity, the Buyer may request an exchange or refund after agreement with the Seller. These warranties do not affect the legal rights of the Buyer as a business.

Article 10: Limitation of Liability

The Seller's liability is limited to the amount of the order. In no case shall the Seller be liable for indirect damages, loss of earnings, lost profits, or other economic damages suffered by the Buyer, in accordance with Directive 85/374/EEC on liability for defective products.

Article 11: Force Majeure

The Seller cannot be held liable for delays or non-fulfillment of its obligations in the event of force majeure, as defined by Directive 2008/114/EC on the identification and protection of critical infrastructures. Force majeure includes natural disasters, strikes, social conflicts, pandemics, or interruptions of transport services.

Article 12: Governing Law and Dispute Resolution

These general terms and conditions of sale are governed by Spanish law and applicable European regulations. Any dispute relating to their interpretation or execution shall be subject to the exclusive jurisdiction of the courts located within the jurisdiction of the Seller's registered office, in accordance with Regulation (EU) No 1215/2012 on jurisdiction and recognition of judgments in civil and commercial matters.