Terms & Conditions - Mina Naji

1. Parties

1. Mina Naji, registered with the Dutch Chamber of Commerce under registration number 62559311, having its registered office at Vredehofstraat 7 (3761 HA), Soest, the Netherlands, hereinafter referred to as the user of these Terms & Conditions.
2. Mina Naji's contact details:
Website: www.mina-naji.com
Email address: info@mina-naji.com
Telephone: +31 35 737 03 24 and +31 (0)6 48 58 03 54
VAT identification number: NL004829152B10
3. The Customer: the (prospective) purchaser of the Products offered by Mina Naji.
4. Products: all goods and products offered and/or supplied by Mina Naji, including but not limited to makeup, skincare products, cosmetic products, accessories, samples, gift packaging, gift cards and any other physical items that form the subject of an agreement between Mina Naji and the Customer.

2. Applicability

1. These Terms & Conditions apply to every offer made by Mina Naji and to all agreements entered into between Mina Naji and the Customer, whether arising directly or indirectly from such offers. Unless expressly amended and/or unless more specific terms have been agreed between the parties, these Terms & Conditions shall also apply to all future contractual relationships between the parties and their legal successors.
2. Any deviations from these Terms & Conditions shall only be valid if expressly agreed upon in writing by both parties.
3. Any general terms and conditions (including purchasing conditions) of the Customer are expressly rejected.
4. Third parties engaged by Mina Naji in the performance of the agreement may also invoke these Terms & Conditions.
5. If one or more provisions, or parts thereof, of these Terms & Conditions are declared void or annulled, for example because they conflict with mandatory law from which no deviation is permitted, the remaining provisions, or the remaining part of the relevant provision, shall remain in full force and effect. In such cases, the parties shall consult with one another to agree upon replacement provisions that reflect, as closely as possible, the purpose and intent of the invalid or annulled provision(s).

3. Offers and Agreements

1. Every offer, whether in the form of a quotation or otherwise, is made in its entirety without obligation, is non-binding and revocable, and remains valid for a period of 14 days, unless otherwise stated in writing by Mina Naji.
2. Every offer is subject to product availability.
3. Unless stated otherwise, all prices quoted in an offer are in Euros and exclude VAT, shipping costs, and any applicable duties, surcharges or other charges.
4. All specifications provided by Mina Naji regarding quantities, dimensions, weights and colours of the Products shown or included in designs, drawings, images, photographs or models are indicative only. Minor deviations in the delivered Products shall not constitute a failure by Mina Naji to perform its obligations under the agreement.
5. An offer does not automatically apply to repeat orders.
6. Obvious typographical errors and clerical mistakes in an offer shall not be binding upon Mina Naji.
7. A combined quotation does not oblige Mina Naji to supply part of the Products at a corresponding proportion of the quoted price.
8. An agreement is concluded once the Customer has successfully completed the ordering process on the Mina Naji website and the confirmation email sent by Mina Naji has been received in the inbox of the email address provided by the Customer.
9. The agreement is expressly entered into subject to the suspensive and/or resolutory condition that the ordered Products are sufficiently available. Should Mina Naji need to invoke this condition, the Customer shall not be entitled to any form of compensation or damages.

4. Performance and Delivery

1. The Customer shall provide Mina Naji with the opportunity to perform the agreement. The Customer undertakes to provide all cooperation reasonably required for the proper performance of the agreement by Mina Naji.
2. Mina Naji shall endeavour to perform the agreement within the stated or estimated period. This period shall not be regarded as a strict deadline. Accordingly, the Customer must first give Mina Naji written notice of default, allowing a reasonable period of at least 30 days to remedy the situation before exercising any legal remedy. The mere expiry of this period shall not entitle the Customer to terminate the agreement or claim damages. Following the expiry of this period, the parties shall make every reasonable effort to perform the agreement within a reasonable time.
3. If Mina Naji arranges the delivery of the Products, the Customer shall provide a delivery address where the Products can be delivered on the agreed date. If the Customer is not present at the time of delivery, the Customer will receive a notification indicating where the order can be collected.
4. If the Products are to be collected from Mina Naji's premises, the Customer shall collect them on the agreed collection date.
5. Mina Naji is entitled to engage third parties for the performance of the agreement and/or the delivery of the Products. Section 7:404 of the Dutch Civil Code is expressly excluded from the agreement.
6. Products shall only be delivered after the agreement has been concluded. The risk of loss of, or damage to, the Products shall pass to the Customer from the moment they have been made available to the Customer or should have been made available, irrespective of whether ownership has already been transferred.
7. Mina Naji is entitled to perform the agreement in separate stages and to invoice each completed stage separately. If the agreement is performed in stages, Mina Naji may suspend the execution of a subsequent stage until the Customer has approved the results of the preceding stage in writing. Following such approval, Mina Naji can no longer be held liable for defects that could reasonably have been identified at the time of approval.
8. Without being deemed in default, Mina Naji may refuse a request to amend the agreement if such amendment could have qualitative and/or quantitative consequences, for example with regard to the Products to be supplied under the agreement.

5. Obligations of the Customer

1. The Customer shall provide Mina Naji with the opportunity to perform the agreement. The Customer undertakes to provide all cooperation reasonably required for the proper performance of the agreement by Mina Naji. This includes, but is not limited to:
a)  Being present at the delivery address provided by the Customer on the agreed delivery date;
b)  Ensuring that Mina Naji receives, in a timely manner, all approvals (such as permits, consents, etc.) and information required for the execution of the agreement;
c)  Ensuring that any work and/or deliveries to be carried out by third parties, which do not form part of Mina Naji's assignment, are completed in such a timely manner that they do not delay the execution of the agreement.
2. If the obligations referred to in paragraph 1 are not fulfilled, or are not fulfilled in a timely manner, the Customer shall promptly inform Mina Naji thereof. Mina Naji shall be entitled to charge the Customer for any additional costs incurred as a result, including storage, travel and labour costs.
3. If the obligations referred to in paragraph 1 are not fulfilled, or are not fulfilled in a timely manner, Mina Naji shall not be liable for any damage resulting from delays in the delivery or performance of the agreement.
4. The Customer shall ensure that all information which Mina Naji indicates is necessary, or which the Customer should reasonably understand to be necessary, for the performance of the agreement, is provided to Mina Naji in a timely manner. The Customer bears full responsibility and risk for the accuracy, completeness and timely delivery of such information, regardless of the manner in which it is provided. If the required information is not supplied in time, Mina Naji shall be entitled to suspend the performance of the agreement and/or charge the Customer for any additional costs arising from the delay in accordance with its standard rates.
5. Prior to the performance of the agreement, the Customer shall provide Mina Naji with all agreed and necessary information and materials, including address and contact details. Mina Naji shall not be liable for any damage resulting from work carried out on the basis of incorrect information or materials supplied by the Customer.
6. The Customer expressly bears the risk for damage caused by:
a)  Inaccuracies in the constructions or methods requested by the Customer;
b)  Defects in or relating to the movable or immovable property on or in which the delivery is carried out;
c)  Defects in materials or equipment made available by the Customer.
7. The Customer warrants that any digital material supplied is secure and free from viruses or any other harmful content that could in any way cause damage to the computer systems or software of Mina Naji and/or third parties.

6. Retention of Title

1. Ownership of the Products to be supplied shall not pass to the Customer upon delivery, but only after the Customer has fulfilled all payment obligations owed or to become owed to Mina Naji under the agreement in full. This includes not only the purchase price, but also any additional amounts due, such as penalties, extra costs or extrajudicial collection costs.
2. As long as the retention of title applies, the Customer shall not be entitled to sell, transfer or encumber the Products, for example by creating a pledge or other security interest. This retention of title clause shall also have proprietary effect under applicable law.
3. In order to safeguard the effectiveness of the retention of title, the Customer undertakes to inform Mina Naji promptly and adequately in the event of impending bankruptcy, suspension of payments, debt restructuring proceedings, or if third parties threaten to seize any Products delivered under retention of title.
4. The Customer shall adequately insure the Products delivered under retention of title against damage and theft and shall store them in such a way that they remain clearly identifiable as the property of Mina Naji.
5. If the Customer fails to fulfil any obligation arising from the agreement, the Customer shall, at Mina Naji's first request, provide all necessary cooperation to enable Mina Naji to regain unrestricted possession of the Products delivered under retention of title. This includes, where applicable, the obligation to return the Products to Mina Naji at the Customer's own expense.

7. Warranty and Liability

1. The Customer accepts that all Products are sold with all known and unknown, visible and hidden factual and legal defects, encumbrances and limitations. No warranties are provided other than those offered by Mina Naji's supplier or those expressly agreed upon in writing.
2. The Customer shall inspect the delivered Products and the performance of the agreement as soon as reasonably possible, and in any event within 48 hours, for conformity with regard to quantity and quality. If the delivered Products or performance do not conform to the agreement and therefore contain a defect, the Customer must notify Mina Naji in writing within 8 days after delivery.
3. Mina Naji shall not be liable for any damage resulting from improper or incorrect use of the Products, use contrary to warnings or instructions, or use despite known allergies or hypersensitivities.
4. Following the notification referred to in paragraph 2, Mina Naji shall, at its reasonable discretion, repair or replace the defective Product free of charge. If neither of these remedies effectively resolves the defect, the Customer shall be entitled to terminate the agreement in whole or in part with respect to the defective Product, provided that the Customer bears the costs of returning the Product. In such event, the Customer shall not be entitled to any compensation or damages.
5. If the defect is the result of an error attributable to the Customer, or if the Customer has failed to notify Mina Naji of the defect in a timely manner, the Customer's right to repair, replacement or termination as described in this article shall lapse. The burden of proving that the defect is not attributable to the Customer shall rest with the Customer.
6. The existence of a defect shall not suspend the Customer's payment obligations.
7. The Customer shall never be entitled to any remedy if the Product has been used improperly or carelessly. The Customer is obliged to use the Products in accordance with the applicable documentation, such as user manuals and/or the instructions provided on the Product packaging. The Customer shall ensure that the Products are used only by persons who have been properly instructed in their use. Failure to comply with the foregoing, or the addition of any modifications or alterations to the Products by the Customer, shall render any warranty null and void.
8. Mina Naji shall only be liable to the Customer for direct damage suffered by the Customer. Direct damage shall exclusively mean: (1) the reasonable costs of determining the cause and extent of the damage, insofar as such determination relates to damage within the meaning of these Terms & Conditions; (2) the reasonable costs incurred in bringing the defective performance of Mina Naji into conformity with the agreement, insofar as these costs are attributable to Mina Naji; and (3) the reasonable costs incurred to prevent or limit damage, provided the Customer demonstrates that such costs have resulted in the limitation of direct damage as referred to in this provision.
9. If and insofar as Mina Naji is liable on any legal basis whatsoever, such liability shall at all times be limited to the amount of the invoice relating to the event giving rise to the damage.
10. If and insofar as Mina Naji is liable as a result of intent or gross negligence on the part of Mina Naji, such liability shall, notwithstanding paragraph 8, at all times be limited to an amount of €1,000.
11. If paragraph 8 and/or paragraph 9 cannot be applied for any reason whatsoever, for example because such provisions have been declared invalid, any liability of Mina Naji shall be limited to the amount paid out under Mina Naji's professional or business liability insurance in the relevant case.
12. Mina Naji shall not be liable for consequential damages, including but not limited to indirect damage, non-material damage, losses caused by delay, property damage, loss of goodwill, reputational damage, loss of revenue and/or profit, business interruption, or any similar losses.
13. The limitations of liability set out in this article shall not apply if the damage is the result of intent or gross negligence on the part of Mina Naji.
14. The Customer shall indemnify Mina Naji against all third-party claims, whether brought in or out of court, relating to the Products supplied by Mina Naji, irrespective of the cause or the moment at which the third party suffered the alleged damage.
15. Any claim for damages and/or any right of action, other than those relating to the defects described above, must, under penalty of forfeiture of rights, be reported to Mina Naji within 12 months from the moment the Customer became aware, or could reasonably have become aware, of the existence of such rights or claims. If the Customer suffers damage, this must be reported to Mina Naji immediately. The Customer shall also take all reasonable measures to limit such damage as much as possible.
16. The information, product descriptions, recommendations and advice provided by Mina Naji are intended solely as general information and shall not be regarded as medical advice. In the event of skin conditions, allergies or other medical concerns, the Customer should consult a physician or dermatologist.
17. Individual results may vary from one Customer to another. Mina Naji does not guarantee or warrant that a Product will produce the same results for every Customer.
18. The Customer shall use the Products solely in accordance with the instructions for use provided.

8. Prices and Payment

1. The offer has been made in mutual consultation. By entering into the agreement, the parties acknowledge that the agreed prices are fair and reasonable.
2. Unless otherwise agreed, the Customer shall pay the full amount due prior to delivery by Mina Naji. In any event, invoices must be paid by bank transfer within 14 days of the invoice date. Mina Naji is entitled to issue the invoice immediately after the agreement has been concluded.
3. If the Customer is a natural person acting in the course of a profession or business, or is a legal entity, Mina Naji shall, upon expiry of the agreed payment term, be entitled to charge default interest of 1% per month on the outstanding principal amount, including collection costs, as well as extrajudicial collection costs. Such collection costs shall amount to 15% of the outstanding principal amount, subject to a minimum of EUR 150, excluding VAT. If the Customer is a natural person acting outside the course of a profession or business, the statutory rules regarding interest and collection costs shall apply.
4. Without the prior express written consent of Mina Naji, the Customer shall not be entitled to set off, suspend or withhold any payment obligations.
5. All prices are based on the factors applicable at the time the price is quoted or the agreement is concluded, including taxes, duties, levies, raw material, energy, fuel and material costs, import duties, transport and freight charges, and exchange rates in relation to the Euro. If, after the agreement has been concluded but before delivery by Mina Naji, one or more of these price-determining factors increase, Mina Naji shall at all times be entitled to adjust the agreed price accordingly. The parties expressly acknowledge such circumstances as unforeseen.
6. If, in the opinion of Mina Naji, there are reasonable grounds to fear that the Customer will fail to fulfil its obligations properly or in a timely manner, the Customer shall, upon Mina Naji's first request, immediately provide adequate security, in a form acceptable to Mina Naji, for the full performance of all its obligations.

9. Termination of the Agreement

1. Mina Naji shall be entitled to terminate the agreement with the Customer with immediate effect for the future by means of written notice, without any (further) prior notice of default, if:
a)  The Customer wholly or partially ceases its business operations, liquidates its business, substantially changes its business activities without the prior written consent of Mina Naji, or transfers its business to a third party;
b)  The Customer is granted a suspension of payments (whether provisional or otherwise), is declared bankrupt, applies for debt restructuring, or becomes subject to guardianship or administration;
c)  Any attachment or seizure is levied against a right or asset belonging to the Customer.
2. In the event of termination of the agreement, all amounts owed by the Customer to Mina Naji shall become immediately due and payable in full. If the Products have not been delivered, or have only been partially delivered, the Customer shall remain liable to pay a proportional part of the total agreed amount.
3. In the event of termination of the agreement, the Customer shall, at Mina Naji's request, provide all necessary cooperation to enable Mina Naji to regain unrestricted possession of any Products already delivered.
4. Sections 7:408 and 7:764 of the Dutch Civil Code are expressly excluded with respect to Customers acting in the course of a profession or business. Should such Customers nevertheless terminate the agreement, they shall remain liable for all financial obligations they would have owed had the agreement been continued and fully performed, without Mina Naji being obliged to provide any further services. Mina Naji shall at all times be entitled to terminate the agreement, including during its term.

10. Force Majeure

1. In addition to the meaning attributed to force majeure under applicable law and case law, force majeure shall include all external causes, whether foreseen or unforeseen, over which Mina Naji has no control. This includes, but is not limited to, war, strikes, traffic disruptions, unforeseen stagnation, interruptions in the supply of energy, transport difficulties, fire, loss of or damage during transport, import and/or export restrictions, failures by third parties engaged by Mina Naji in the performance of the agreement with the Customer, epidemics, pandemics and government measures.
2. During a situation of force majeure, the obligations of Mina Naji shall be suspended. If performance of the agreement becomes impossible due to force majeure for a period exceeding one month, or if other circumstances arise that make performance unreasonably burdensome for Mina Naji, Mina Naji shall be entitled to terminate the agreement in whole or in part by written notice to the Customer, without judicial intervention and without any obligation to pay compensation.
3. If, at the commencement of the force majeure event, Mina Naji has already partially fulfilled its obligations, it shall be entitled to invoice the part already delivered or performed separately or, where advance payments have been made, to issue a partial credit.
4. In the event of (interim) termination of the agreement, all amounts owed by the Customer to Mina Naji shall become immediately due and payable in full.

11. Intellectual Property Rights

1. Mina Naji reserves all rights and powers vested in it under the Dutch Copyright Act and all other applicable intellectual property laws and regulations.
2. The trademarks, images, texts, product descriptions, logos, photographs and other content used and displayed on the Mina Naji website and Products are registered or unregistered trademarks or intellectual property of Mina Naji or third parties and may not be reproduced, published or used for commercial purposes without the prior written consent of the respective rights holder.

12. Amendments to the Terms & Conditions

Mina Naji reserves the right to amend or supplement these Terms & Conditions. Such amendments shall also apply to agreements already concluded, subject to a period of 30 days after notification of the amendment. Amendments of a minor nature may be implemented at any time. If the Customer does not wish to accept an amendment to these Terms & Conditions, the Customer must notify Mina Naji in writing before the date on which the amended Terms & Conditions take effect.

13. Jurisdiction, Governing Law and Assignment of Rights

1. Mina Naji shall be entitled to assign its rights and obligations under this agreement to a third party. The Customer may only assign its rights and obligations to a third party with the prior written consent of Mina Naji.
2. This agreement, as well as any other agreement concluded between the parties, shall be governed exclusively by the laws of the Netherlands, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Should any non-contractual obligation arise between the parties in the future, Dutch law shall likewise apply to such obligation.
3. Any dispute arising out of or in connection with the agreement, or any non-contractual obligations between the parties, shall be submitted exclusively to the competent court in the judicial district in which Mina Naji has its registered office.

14. Right of Withdrawal

1. This article applies only if the Customer is a natural person acting for purposes outside his or her trade, business or profession and the agreement has been concluded at a distance, for example through the webshop, rather than in a physical store.
2. In principle, the Customer has the right to withdraw from the agreement within 14 days without giving any reason. However, the Customer shall not have a right of withdrawal in the case of Products manufactured according to the Customer's specifications, which are not prefabricated and are produced on the basis of an individual choice or decision of the Customer, or which are clearly intended for a specific person.
3. The withdrawal period expires 14 days after the day on which the Customer, or a third party designated by the Customer other than the carrier, takes physical possession of the Product. For agreements under which the Customer has ordered multiple Products in one order that are delivered separately, the withdrawal period expires 14 days after the day on which the Customer, or a third party designated by the Customer other than the carrier, takes physical possession of the last Product.
4. To exercise the right of withdrawal, the Customer must notify Mina Naji of the decision to withdraw from the agreement by means of an unequivocal statement (for example by letter, fax or email). The Customer may use the attached model withdrawal form referred to in paragraph 7 of this article, or download it via the provided link, although this is not mandatory.
5. To meet the withdrawal deadline, it is sufficient for the Customer to send the notification concerning the exercise of the right of withdrawal before the withdrawal period has expired.
6. If the Customer withdraws from the agreement, Mina Naji shall reimburse all payments received from the Customer, including delivery costs (with the exception of any additional costs resulting from the Customer's choice of a delivery method other than the least expensive standard delivery offered by Mina Naji), without undue delay and in any event no later than 14 days after Mina Naji has been informed of the Customer's decision to withdraw. Reimbursement will be made using the same means of payment as the Customer used for the original transaction, unless the Customer has expressly agreed otherwise. No fees will be charged for such reimbursement. Mina Naji may withhold reimbursement until the returned Products have been received, or until the Customer has provided proof of having returned the Products, whichever occurs first. The Customer shall return or hand over the Products to Mina Naji without undue delay and in any event no later than 14 days after notifying Mina Naji of the decision to withdraw. The Customer is deemed to have met the deadline if the Products are returned before the 14-day period has expired. The direct costs of returning the Products shall be borne by the Customer. The Customer shall only be liable for any diminished value of the Products resulting from handling the Products beyond what is necessary to establish their nature, characteristics and functioning. Products that have been almost entirely consumed, damaged after delivery or cannot be resold for hygienic reasons are not eligible for a full refund.
7. Model Withdrawal Form; to facilitate the exercise of the right of withdrawal, Mina Naji provides the model withdrawal form below. The Customer may use this form to withdraw from the agreement.

To: Mina Naji
Vredehofstraat 7
3761 HA
Soest
The Netherlands

info@mina-naji.com
www.mina-naji.com

I/We (*) hereby give notice that I/we (*) withdraw from my/our () contract for the sale of the following product(s)/for the provision of the following service (*):

• Ordered on (*) / Received on (*)
• Name of consumer(s)
• Address of consumer(s)

• Signature of consumer(s) (only if this form is submitted on paper)
• Date (*)