1. General

These general terms and conditions (the "GTCC") shall govern the relations between Cerería Mollá 1899, S.L., a Spanish company domiciled at Calle Bufali, 32, 46860, Albaida (Valencia) and with CIF B-96.623.129 ("Cerería") and its purchasers (the "Buyer"), arising from the sale of any of the products purchased from Cerería (the "Products"), for the subsequent sale of the same by the Buyer.

The Buyer accepts the GTCC when placing an order of Products (the "Order") and is aware of its contents.

The GTCC excludes the application of any general terms and conditions of purchase or contracting of the Buyer.

The Orders will be governed by the GTCC and will be completed, where appropriate, by the specific conditions that Cerería and the Buyer may agree on in each Order. In the event of a discrepancy between what is agreed in these GTCC and the specific conditions, the provisions of the specific conditions will apply.

The Buyer undertakes to respect the provisions of Cerería’s Resale Policy, which the Buyer expressly states that is aware of and accepts. The Resale Policy may be modified by Cerería at any time and at its discretion, notifying the Buyer in writing at least with a 30 calendar day prior notice before the effective date of the modification.

2. Price and Payment method

The prices of the Products will be those set in the official rates of Cerería depending on the territory, or in the particular conditions agreed between Cerería and the Buyer in each Order.

To these prices must be added the corresponding taxes that apply depending on the territory of sle.

Cerería may modify the rates, offers and prices of the Products at any time and at its discretion, notifying the Buyer in writing at least with a 30 calendar day prior notice before the effective date of the modification. However, the increase or decrease in the price of the Products will not affect those Orders in progress, previously accepted by Cerería.

The Buyer will pay the corresponding price for each Order in the form of payment and conditions agreed in each Order.

In the event of total or partial non-payment of any Order, the amount due and not paid will accrue the default interest provided for in Law 3/2004, of 29 December, which establishes measures to combat late payment in commercial transactions without the need for notice of maturity or any notice from Cerería, in addition to the indemnification for damages that may apply.

Likewise, and until the outstanding amounts are paid, Cerería will be entitled to suspend or cancel any deliveries of Products to the Buyer, as well as to require advance payment or any additional guarantee in relation to new Orders.

In any case, the transfer of ownership of the Products will not take place in any case until the price corresponding to them has been paid in full.

3. Orders and cancellation

The Buyer will place the Orders to Cerería by email addressed to the sales department of Cerería or the salesperson who, where appropriate, usually attends to the Buyer, according to the order form in force at any given time, which must contain the identification and quantity of the Products ordered. After placing the Order, Cerería will have a period of 5 calendar days to accept or reject it. Once accepted, the Buyer may not make total or partial modifications or cancellations. If the aforementioned period has elapsed without there being an express written acceptance by Cerería, the Order in question will be understood to have been rejected.

Cerería is under no obligation to accept any Order and therefore reserves the right to refuse it, without any liability arising therefrom.

Cerería reserves the right to cancel any Order once it has been accepted, provided that there are justified causes (force majeure, lack of solvency of the Buyer, non-payment of previous orders... among others).

4. Delivery and Delivery fees

The delivery of Products is subject to the existence of stock at all times and will be carried out within the estimated delivery times indicated in each Order acceptance. Cerería reserves the right of making partial deliveries of Orders and of slightly advancing or delaying delivery times by previously notifying the Buyer.

Cerería will deliver the Products EXW INCOTERMS© 2020, unless a different regime is agreed in the particular conditions.

5. Acceptance of products

The Buyer must thoroughly inspect the Products at the time of delivery of the same and notify Cerería in writing and within 4 calendar days of delivery, any disagreement in relation to the amount or apparent defects of the Products, all with the corresponding accreditation.

Likewise, the Buyer will have a period of 30 calendar days to claim against Cerería for the existence of hidden defects in the Products and must provide evidence of such claim.

Cerería will not accept claims received after the expiry of the aforementioned deadlines or without due accreditation. If these periods have elapsed without receiving any complaint, it will be understood that the Buyer is fully satisfied with the Products.

6. Intellectual and Industrial Property

The Buyer acknowledges that Cerería is the exclusive owner of the intellectual and industrial property rights relating to the Products (the "Industrial Property Rights") and the impossibility of deriving rights over them from their use by the Buyer. Likewise, the Buyer undertakes not to carry out, nor be the cause of realization of, any action that may depreciate the value of the Industrial Property Rights, as well as hinder or endanger the exercise of the rights and interests inherent to said ownership by Cerería or any third party designated by it.

The Buyer undertakes not to register, anywhere in the world, any industrial or intellectual property rights, trademark, logo, name, symbol, graphic, denomination, domain name or any other element or material in relation to any signs or creations, the same or similar, derived from or imitation of the ndustrial Property Rights and, if it has done so, it is obliged to conveniently renounce in favour of Cerería, who is already empowered explicitly, unequivocally and irrevocably to request the change of registration ownership for the appropriate purposes.

Any use that may be considered detrimental to the image of the Industrial Property Rights, will be considered as cause for termination of the relationship regulated by these GTCC, and the Buyer must compensate Cerería for the damages that such use may have caused.

In the event that the Buyer becomes aware of any violation by a third party of any of the Industrial Property Rights, it must notify Cerería immediately so that it can adopt the appropriate defence measures. The Buyer must provide any cooperation required by Cerería for the adequate defence of the aforementioned rights.

Upon termination of the relationship between the Buyer and Cerería for any reason, the Buyer shall immediately cease to use any intellectual or industrial property rights owned by Cerería.

7. Confidentiality

The Buyer undertakes not to disclose or reveal by any means to third parties any type of information that may be obtained as a result of the commercial relationship maintained with Cerería.

8. Liability

The Buyer expressly declares and acknowledges that all risks, legal obligations and liability to its customers arising from the sale of the Products are fully assumed by the Buyer in its capacity as seller of the Products.

To this end, the Buyer shall hold Cerería harmless from all claims, costs and damages of any nature arising from the breach of the obligations assumed by the Buyer towards its customers or from any wilful or negligent action by the Buyer; either by reason of the sale of the Products or by reason of the promotional activities of the same.

In particular, but without limitation, the Buyer undertakes to strictly comply with the applicable legislation on consumers and users, holding Cerería completely harmless from any claim, damage or harm that may be directed against the latter as a result of the Buyer's infringement of the aforementioned legislation.

The Buyer undertakes to maintain civil liability insurance with insured coverage and risks in accordance with the best practices in the sector and proportionate to the volume of its activity.

9. Relationship between the parties

The relationship between Cerería and the Buyer is purely commercial in nature, so the Buyer will act in the development of its activity with full legal and economic independence with respect to Cerería, operating in legal traffic vis-à-vis third parties as an autonomous and independent entrepreneur with respect to Cerería. None of the employees or professionals linked to the Buyer will be subject to the power of management and organisation of Cerería's activity and, therefore, will not be integrated into its organisational structure.

Consequently, the Buyer will hold Cerería harmless from any claim, costs and damages of any nature that may be caused by claims arising from the breach of the obligations assumed by the Buyer.

10. Jurisdiction and applicable law

The business relationship regulated herein is governed by the laws of Spain.

Any controversy or litigation that may arise from the interpretation or execution of these GTCC, including those referring to non-contractual obligations arising from or related to the commercial relationship between Cerería and the Buyer, will be submitted to the Courts and Tribunals of Valencia.

1. Physical sales establishment

The Buyer must necessarily have a physical sales establishment that must be in perfect conditions, given the importance for customers who purchase the Products from the Buyer (the "Customers") of having access to the Products physically, both to know them visually and to request advice and additional information from the Buyer's specialised personnel. To this end, the Buyer will allow Cerería to access, without limitations, its physical sales establishments, and will follow its instructions at all times on storage, disposal and presentation of the Products.

2. Product Presentation

The Buyer undertakes to present the Products as important elements of its commercial activity, with relevant placements on its shelves and displays, as well as in its shop windows. The Products, which must be sold in their original presentation, must be in perfect conditions, in an environment in accordance with the reputation of Cerería's brand, at Cerería's discretion and following its instructions at all times.

The Buyer will maintain an adequate display of the Products, in a visible and organised manner, both in the shop window and in the sales area and never near products that, by their nature, could damage the brand image or generate confusion among Customers.

The Buyer must always display the Products on clean shelves or display cases and, present them in a manner that corresponds to Cerería's image and reputation of commercial prestige (the Brand").

The Buyer may only sell Products in the original packaging, without being opened or damaged and without attaching any type of label to the packaging.

The Buyer agrees to accept the advertising and demonstration material provided by Cerería, to keep it in good condition, to use it exclusively in relation to the Products and to display it with due visibility in the best possible location.

The Buyer will use the advertising material provided by Cerería, placing it in a visible and attractive place, keeping it in optimal conditions of cleanliness and removing any that due to the passage of time or use is deteriorated.

Product samples and testers will be used to introduce the Product to the end user and promote sales. Its use for sale or for cabin treatments is not permitted.

3. Advertising and marketing

The Buyer must refrain from making any advertising that may damage the image of the Brand through an extravagant or degrading presentation incompatible with the prestige of the Brand and the Products. The Buyer will not organise any advertising or marketing campaign related to the Products and/or the Brand, unless previously authorised by Cerería.

The communications disseminated by the Buyer must use codes that give an unequivocal idea that the Buyer offers high quality Products, avoiding the use of words that damage the image of the Brand such as “outlet”, "bargain", "cheap"...

Photographic images other than those provided by Cerería must not be used in a way directly associated with the Products.

All marketing and demonstration materials provided free of charge to the Buyer shall remain the property of Cerería, including any corresponding intellectual property rights relating to such materials. The Buyer will not sell advertising or demonstration material, including samples supplied by Cerería.

The Buyer acknowledges that it has no ownership rights over the advertising and demonstration material and that it will only have the right to use it in its physical establishment during the term of the commercial relationship with Cerería, and solely in relation to the Products, excluding any other use. The Buyer undertakes to stop using said material and to return it to Cerería as soon as it is requested.

The Buyer will not destroy the advertising and demonstration material supplied by Cerería without the latter's authorisation, which may remove it from the physical establishment at any time, and especially when such material is out of date.

4. Online sales

The Buyer may resell the Products on the online channel through its own website or virtual store (the "Online Store"), provided that such resale is made in accordance with the criteria contained in this Resale Policy.

In order to preserve the quality and prestigious image of the Products offered by Cerería and sought by consumers, as well as to ensure that their online sale takes place in an environment that matches the quality conditions set out in this resale policy, to discourage the sale of counterfeit products, and to guarantee adequate pre‑sale and after‑sale services, sales through online marketplaces shall not be permitted unless previously authorized in writing at Cerería’s sole discretion.

a. The domain name

The domain name of the Online Store must be compatible with the prestigious image of the Brand.

Domain names that make the end user think that they are on an official website of the Brand must be omitted, so the name "Cerería Mollá 1899" or elements of it may only appear from the third level of URL.

Words or expressions that may detract from the prestige image of the Brand will not be used in the domain name (for example, words such as "outlet", "bargain", "cheap", etc.) or that refer to products or services that have nothing to do with the Products marketed (for example, reference to food stores,  of computer science, etc.).

b. Organization of the Online Store

a) Look & Feel

The Online Store must reflect the identity of the Buyer's physical establishment, which may be a high-end decoration store, a perfumery or a beauty or wellness centre, and, therefore, be a specialised online store in which prestigious products are marketed in accordance with the quality and image of the Brand.

The Online Store may not market other products that are not related to the products that the user can traditionally find in a high-end decoration store, a perfumery or a beauty or wellness centre.

The Online Store must contain a space dedicated to air fresheners and fragrances for the home, in which the Brand will have its own space, independent of that of the other brands.

In this space, the same marketing rules will be followed as in the physical establishment, respecting at all times the qualitative criteria that correspond to the prestige, image and notoriety associated with the Brand, specifically:

- The different product ranges must be shown grouped by category.

- Each product must be illustrated with a photograph.

- The effects, results, instructions for use, content and price of the product must be clearly indicated to facilitate the user's choice.

The Buyer undertakes to keep a representative sample of the Products on display in the Online Store at all times. In addition, the Products may not be displayed together with others that, due to their purpose, characteristics or positioning, could detract from the reputation, positioning or image of the Brand or generate confusion among customers.

Both the images of the Products, their descriptions and other graphic and visual elements that are displayed in the Online Store intended for the sale of the Products must be those provided by Cerería.

Superlative descriptions and the use of elements of effectiveness not mentioned in the technical material provided or validated by Cerería must be avoided at all times.

The Buyer will respect the guidelines for the use of said materials indicated by Cerería, especially with regard to the effective dates of the intellectual property or image rights linked to them. The Buyer will be solely responsible for the consequences arising from the display of graphic and visual elements after the date indicated by Cerería.

The use of any visual and/or advertising element outside the Brand on the page on which the Products are presented must be avoided.

b) Order service, payment and after-sales conditions

The service of orders and after-sales conditions must be perfectly detailed in the terms and conditions of the Online Store, which will be clearly drafted in an accessible place, including, but not limited to: purchase and payment procedure, system and deadlines for withdrawal and return, after-sales service, etc. The Buyer must comply at all times with their own terms and conditions.

The Online Store must have a payment gateway that offers secure payment for its customers and have an agile and simple returns service, and that guarantees compliance with the requirements of online sales in terms of withdrawal and consumer protection.

The Buyer must have sufficient stock of all the Products for sale in the Online Store at all times.

Orders must preferably be delivered within a period of no more than one week, and the Buyer must have an order tracking service.

The packaging shall be of quality, in accordance with the image and prestige of the Brand, and shall allow the Products to be adequately protected during transport.

The Buyer must avoid sending the Products together with others that may damage the image of the Brand.

The receipt by Cerería or the dissemination through social networks or other similar channels of customer complaints arising from delays in deliveries, non-compliance with return conditions, problems with payments, lack of after-sales assistance, etc., will authorise Cerería to require the Buyer to provide the relevant explanations, as well as an immediate rectification. Cerería may cancel any order pending service to the Buyer in the event that the Buyer has not carried out said rectification within one (1)month after receipt of the notification requiring compliance.

c) Regulatory Compliance

In general, the Online Store shall comply with all applicable laws and regulations, including but not limited to data protection, retail and consumer protection legislation.

The Buyer undertakes that the Online Store will display the following legal notice:

The content of this Website, and in particular the integrity of its documents, images, illustrations, sounds, texts and graphic elements, may not be represented or reproduced in any way, in whole or in part, whatever their context or form.

d) Advertising within and outside the scope of the Online Store

The Online Store will not allow the production of advertisements or the use of banners that may damage the image and notoriety of the Brand.

The Buyer shall refrain from including hyperlinks between the Online Store and other Internet sites that may be likely to damage the image of the Brand or are contrary to good customs and public order. Particularly, but not exhaustively, in the event that the content of such sites is of an aggressive, violent, obscene, defamatory or political nature.

The Buyer may not include the Brand in any advertising without obtaining the prior authorisation of Cerería. To this end, Cerería undertakes to respond to the Buyer's request within five (5) working days and may only refuse to give its approval to the extent that it adequately justifies that the advertising in question is unfavourable to the image and reputation of the Brand. In any event, such control may not interfere with the Buyer's freedom to set its retail prices.

The Buyer is not authorised to advertise the Brand. Only advertisements that refer to the Products being sold are permitted.

e) Relationship with physical establishments and with the Brand

The Online Store must make it clear to the public accessing it that they are on a Website of a Cereria´s buyer.

The Online Store must visibly present the precise data (brand and address) of all physical establishments operated by the Buyer, and include an invitation to customers to come to them and try the Products.

The Online Store must also publish a link to Cerería's corporate website.

5. Resale Prices

The resale prices of the Products at the Buyer's physical establishment or in its Online Store will be determined solely and freely by the Buyer. However, given Cerería's experience in evaluating market conditions and in the specific profess ional cosmetics sector, Cerería may offer the Buyer a list of recommended prices that will be updated periodically; such recommendations shall in no case limit the Buyer’s freedom to determine the resale prices