Terms & Conditions
1. Orders
1.1
A binding agreement between Fillers Depot and the Customer is concluded when Fillers Depot has confirmed the Customer’s purchase order for Products (the “Purchase Order”) by issuing a pro forma invoice.
1.2
Any statement contained on any Purchase Order or similar document, which is not specifically confirmed in writing by Fillers Depot by issuing a pro forma invoice, will not be considered an agreement between the parties.
1.3
All pro forma invoices are subject to availability of the Products, and Fillers Depot reserves the right to cancel any pro forma invoice or agreement in accordance with clause 14 below.
1.4
A Purchase Order is binding on the part of the Customer.
2. Compliance with applicable laws and regulations
2.1
Fillers Depot acts as an international wholesaler. Except as specified in these Terms and Conditions, Fillers Depot does not assume any liability and shall be held harmless in respect of/for compliance with legislation applicable to the Customer or the Products in jurisdictions in which the Customer is established or conducts business.
2.2
By accepting these Terms and Conditions the Customer proactively takes the responsibility and obliges himself to be in complete compliance with and strictly follow current international and local legislation in force for all handling of the Products.
2.3
The Customer warrants that it shall at all times obtain and maintain all permits, licenses and authorisations, and make all required notifications to relevant authorities, necessary for the import, marketing and distribution of the Products, including for reviewing and approving all product packages, labels and product information (e.g. the summary of product characteristics and the package leaflet) to ensure total and complete compliance with applicable laws and regulations at all times.
2.4
The Customer warrants that it will be responsible for all post marketing obligations (if any), including market surveillance activities, such as reporting of substantial changes to the product specifications and quality systems, reporting of adverse events, handling of complaints, customer notifications and recalls.
2.5
The Customer warrants that any handling obligations or selling restrictions attached to the Products (following from e.g. these Terms and Conditions, the product package and/ or applicable laws and regulations) as to further resale or import of the Products will be complied with, and that the Customer will impose such restrictions on any subsequent customers of the Products.
3. Pricing
3.1
Prices stated in pricelists and previously paid prices shall not be binding with regard to subsequent Purchase Orders.
3.2
Unless otherwise stated, all prices are exclusive of VAT, custom duties, taxes and the like.
4. Payment
4.1
Unless otherwise agreed in writing, the Products are subject to payment in advance to Fillers Depot. Shipment of the Products shall not be initiated before payment has been received by Fillers Depot.
4.2
The Products shall remain the property of Fillers Depot until the Customer has settled all its obligations, including payment in full of the purchase price, any other applicable fees and any default interest.
4.3
If the Customer fails to pay any sum on the due date for payment, Fillers Depot is entitled to charge default interest at the highest rate allowed by law.
4.4
The Customer shall at no point be entitled to set off any amounts payable to Fillers Depot, whether stemming from the same or other Purchase Orders.
5. Governing law and venue
5.1 These Terms and Conditions, including disputes regarding their existence or validity, shall be governed and construed in accordance to law, and the parties hereby submit to the exclusive jurisdiction of the courts and tribunals.
5.2
Notwithstanding the above, Fillers Depot shall however always be entitled to initiate legal proceedings at the home jurisdiction of the Customer.
6. Third party rights
6.1
The parties agree that Fillers Depot assumes no responsibility and at no time shall be held liable for the Products’ possible infringement of any intellectual property rights of third parties.
6.2
In the event that the Customer receives notice or is otherwise informed of any claim, suit or demand on account of any alleged infringement of intellectual property rights of third parties relating to the Products, the Customer must promptly notify Fillers Depot thereof.
7. Defects
7.1
Except as expressly stated in these Terms and Conditions, Fillers Depot makes no representation, statement of fact, promise or warranty of any kind or nature, express or implied, with respect to the Product or its merchantability or fitness for a particular purpose.
7.2
The customer agrees that with regard to any Products delivered by Fillers Depot, If any defects are not reported in writing to Fillers Depot as soon as they are discovered, and in no event later than 3 days after receipt of the Products by the Customer, then the products shall be deemed to be free of any defects and approved by the Customer. The notification to Fillers Depot must include a full and complete description of the complaint and any action taken in response to the complaint by the Customer.
7.3
The Customer warrants that, and if the Customer is not entitled to do so, then any subsequent customers who are entitled thereto, will perform an appropriate inspection of the Products delivered by Fillers Depot immediately upon delivery of the Products.
7.4
The Parties accept that in the case of justified and properly notified complaints made by the Customer, Fillers Depot shall only be obliged, at its sole discretion: 1) to offer a reduction in the price, 2) to repair the defect, 3) replace the Products or take the products back and refund the purchase price. The customer hereby accepts that these are the sole remedies available for the Customer.
7.5
Products, which Fillers Depot consents or directs in writing to be returned, will be returned by the Customer to Fillers Depot or such other destination directed by Fillers Depot. Fillers Depot shall decide means of transportation (e.g. by ship, air, truck) and forwarding agent in each case.
7.6
Fillers Depot does not accept any returns of cosmetics and is not obliged to do so in any manner whatsoever.