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General terms and conditions Invygo
Invygo (hereinafter Invygo) is registered with the Chamber of Commerce under number 89245489.
 
Article 1 - Definitions
1. In these terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:
2. Offer: Any written offer to Buyer to supply Products by Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into an Agreement (at a distance) with the Seller.
6. Agreement: The (distance) sales contract for the sale and delivery of Products purchased by Buyer from Invygo.
7. Products: The Products offered by Invygo are perfumes/aromas in the broadest sense of the word.
8. Seller: The provider of Products to the Buyer, hereinafter: Invygo.

Article 2 - Applicability
1. These general terms and conditions shall apply to any Offer by Invygo and any Agreement between Invygo and a Buyer and to any Product offered by Invygo.
2. Before an Agreement (at a distance) is concluded, Buyer shall be provided with these general terms and conditions. If this is not reasonably possible, Invygo will indicate to Buyer in what way Buyer can inspect the general terms and conditions, which are in any case published on Invygo's website, so that Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations these General Terms and Conditions may be deviated from if this has been explicitly agreed in writing with Invygo.
4. These General Terms and Conditions shall also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchase terms and conditions of Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or wholly void or annulled, the remaining provisions of these general terms and conditions shall remain in force and the void/annulled provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made in these general terms and conditions to he/she/it, this should also be understood to refer to he/she/it, if and insofar as applicable.

Article 3 - The Offer
1. All offers made by Invygo are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be explicitly stated in the Offer. An Offer shall not be deemed to exist until it has been recorded in writing.
2. The Offer made by Invygo is without obligation. Invygo is only bound by the Offer if the acceptance thereof is confirmed in writing by Buyer within 30 days, or by Buyer having already paid the amount due. Nevertheless, Invygo has the right to refuse an Agreement with a potential Buyer for a reason justified to Invygo.
3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Invygo. Any pictures and specific data in the Offer are only indicative and cannot be a ground for any compensation or dissolution of the Agreement (at a distance). Invygo cannot guarantee that the colors in the image exactly match the real colors of the Product.
4. Delivery times and Terms mentioned in Invygo's Offer are indicative and, if exceeded, shall not entitle the Buyer to rescission or compensation, unless expressly agreed otherwise.
5. A composite quotation shall not oblige Invygo to deliver part of the goods included in the offer or Proposal at part of the quoted price.
6. If and insofar as there is an Offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the 'on'-principle.

Article 4 - Conclusion of the Agreement
1. The Agreement is concluded when Buyer has accepted an offer from Invygo by paying for the Product concerned.
2. An offer can be made by Invygo via the website.
3. If Buyer has accepted the Offer by concluding an Agreement with Invygo, Invygo shall confirm the Agreement with Buyer in writing, at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, Invygo shall not be bound by it.
5. Invygo is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or slip of the pen.
6. The right of withdrawal is excluded for the Buyer being a Business. Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, the Buyer shall handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and functioning of the Product. Buyer will not break the seal of the Product. The direct costs of returning the Product shall be borne by the Buyer.
7. Products that cannot be returned due to health risks whose seal has been broken after delivery are excluded from the right of withdrawal. This is explicitly stated in the Offer.

Article 5 - Execution of the Agreement
1. Invygo shall perform the Agreement to the best of its knowledge and ability.
2. If and to the extent required for the proper execution of the Agreement, Invygo shall be entitled to have certain work performed by third parties at its own discretion.
3. Buyer shall ensure that all information, which Invygo indicates to be necessary or which Buyer should reasonably understand to be necessary for the execution of the Agreement, is provided to Invygo in good time. If the information required for the execution of the Agreement has not been provided to Invygo in due time, Invygo shall be entitled to suspend the execution of the Agreement.
4. When performing the Agreement, Invygo shall not be obliged or obliged to follow Buyer's instructions if this changes the content or scope of the Agreement. If the instructions result in additional work for Invygo, Buyer shall be obliged to pay the additional or supplementary costs accordingly.
5. Invygo may require security from Buyer or full payment in advance before proceeding to execute the Agreement.
6. Invygo shall not be liable for any loss, of whatever nature, caused by the fact that Invygo relied on incorrect and/or incomplete information provided by Buyer, unless such incorrectness or incompleteness was known to Invygo.
7. Buyer shall indemnify Invygo against any claims from third parties, who suffer damage in connection with the performance of the Agreement and which is attributable to Buyer.

Article 6 - Delivery
1. If the commencement, progress or delivery of the Agreement is delayed due to, for example, Buyer not having supplied all requested information or not having supplied all requested information on time, insufficient cooperation, the payment or down payment not having been received on time by Invygo, or due to other circumstances beyond Invygo's control, Invygo is entitled to a reasonable extension of the delivery period. All agreed (on) delivery periods are never deadlines. Buyer must give Invygo written notice of default and allow Invygo a reasonable period to deliver. Buyer is not entitled to any compensation due to the resulting delay.
2. Buyer is obliged to accept the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Invygo shall be entitled to store the goods at Buyer's expense and risk.
4. If the Products are delivered by Invygo or an external carrier, Invygo shall be entitled to charge any delivery costs, unless otherwise agreed in writing. These will then be invoiced separately unless explicitly agreed otherwise.
5. If Invygo requires information from Buyer as part of the execution of the Agreement, the delivery period shall only start after Buyer has made all information necessary for the execution available to Invygo.
6. If Invygo has stated a term of delivery, it shall be indicative.
7. Invygo is entitled to deliver the goods in parts, unless this has been deviated from by Agreement or the partial delivery has no independent value. Invygo shall be entitled to invoice the thus delivered goods separately.
8. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. Invygo reserves the right to refuse delivery in case of well-founded fear of non-payment.

Article 7 - Packaging and transportation
1. Invygo undertakes vis-à-vis Buyer to package the goods to be delivered properly and to secure them in such a way that they reach their destination in good condition when used normally.
2. Unless otherwise agreed in writing, all deliveries are inclusive of sales tax (VAT), packaging and packaging materials.
3. Acceptance of goods without any remarks on the waybill or receipt shall be proof that the packaging was in good condition at the time of delivery.

Article 8 - Examination, complaints
1. Buyer is obliged to examine the delivered goods, or have them examined, at the time of delivery, but in any event within 14 days of receipt. In doing so, the Buyer must check whether the quality and quantity of the Products delivered corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings. If the seal is broken, Invygo will not take back the Product.
2. Buyer is obliged to examine and inform himself how the Product is to be used and in case of personal use, to test the Product in accordance with the instructions for use. Invygo accepts no liability for the incorrect use of the Product by the Buyer.
3. Any visible defects or shortages must be reported to Invygo in writing after delivery. Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages must be reported within 14 days of discovery, but at the latest within 6 months of delivery. For the Buyer being a Business, a period of 3 days applies. In the event of damage to the Product caused by careless handling by the Buyer, the Buyer is liable for any reduction in value of the Product.
4. If, pursuant to the previous paragraph, a timely complaint is made, the Buyer remains obliged to pay for the purchased goods. If Buyer wishes to return defective goods, this shall only be done with the prior written consent of Invygo in the manner indicated by Invygo.
5. If Buyer being a Consumer exercises his right of withdrawal, he shall return the Product and all accessories, as far as reasonably possible, in its original condition and packaging to Invygo, in accordance with Invygo's return instructions. The direct costs for return shipments shall be at Buyer's expense and risk.
6. Invygo shall be entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer's declaration of dissolution. Refund will be made to the account number previously provided.
8. If Buyer exercises its right of claim, Buyer being a Business is not entitled to suspend its payment obligation nor to set off outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to Invygo, Invygo will, upon Buyer's request, either resend the missing Product(s) or cancel the remaining order. The receipt of the Products shall be leading in this respect. Any damage suffered by Buyer as a result of the (deviating) scope of delivery cannot be recovered from Invygo.

Article 9 - Prices
1. During the validity period of the Offer, the prices of the offered Products shall not be increased, except in case of changes in VAT rates.
2. The prices mentioned in the Offer are inclusive of VAT, unless explicitly stated otherwise.
3. The prices stated in the Offer are based on the cost factors applicable at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In case of Products or raw materials for which there are price fluctuations in the financial market and over which Invygo has no influence, Invygo may offer these Products with variable prices. The Offer will state that prices are guide prices and may fluctuate.

Article 10 - Payment and collection policy.
1. Payment should preferably be made in advance in the currency invoiced via the method indicated. If expressly agreed with Invygo, Buyer being a Business may pay afterwards by means of an invoice sent by Invygo.
2. Buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. Buyer shall make payment in a lump sum to Invygo's account number and details made known to it. The parties may agree a different term of payment only after Invygo's explicit and written consent.
4. If a periodic payment obligation of Buyer has been agreed, Invygo shall be entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of Buyer, Invygo's claims against Buyer shall be immediately due and payable.
6. Invygo is entitled to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and current interest. Invygo may, without thereby being in default, refuse an offer of payment if the Buyer designates a different sequence of attribution. Invygo may refuse full payment of the principal sum, if this does not include the interest still due, the accrued interest and the costs.
7. If Buyer fails to fulfill its payment obligation within the stipulated payment period of 7 days, Buyer being a Business shall be in default.  The Buyer being a Consumer will first receive a written reminder with a period of 14 days after the date of the reminder to still meet the payment obligation with an indication of the extrajudicial costs if the Consumer does not meet its obligations within that period, before she will be in default.
8. From the date the Buyer is in default, Invygo shall without further notice of default claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs dated July 1, 2012.
9. If Invygo has incurred more or higher costs which are reasonably necessary, these costs shall be eligible for reimbursement. Any judicial and execution costs incurred shall also be borne by Buyer.

Article 11 - Retention of title
1. All goods delivered by Invygo, shall remain the property of Invygo until Buyer has fulfilled all following obligations under all Agreements concluded with Invygo.
2. Buyer is not authorized to pledge or otherwise encumber the goods falling under the retention of title if title has not yet passed in full.
3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to them, Buyer shall be obliged to inform Invygo thereof as soon as may reasonably be expected.
4. In case Invygo wishes to exercise its property rights set out in this clause, Buyer hereby unconditionally and irrevocably consents and authorizes Invygo or third parties to be appointed by Invygo, to enter all those places where Invygo's property is located and to repossess those goods.
5. Invygo is entitled to retain possession of the Product(s) purchased by Buyer if Buyer has not yet fulfilled his payment obligations (in full), despite Invygo's obligation to transfer or surrender. After Buyer has fulfilled its obligations, Invygo shall endeavor to deliver the purchased Products to Buyer as soon as possible, but at the latest within 20 working days.
6. Costs and other (consequential) loss resulting from the retention of the purchased Products shall be at the expense and risk of Buyer and shall be reimbursed by Buyer to Invygo on demand.

Article 12 - Warranty
Invygo warrants that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or reliability and the statutory rules/regulations at the time of conclusion of the Agreement. This also applies if the goods to be delivered are intended for use abroad and Buyer has expressly notified Invygo of this use in writing at the time of entering into the Agreement.

Article 13 - Instructions for use Products
1. Purchaser of Products shall follow Invygo's regulations and instructions.
2. Purchaser shall store the Products carefully. If applicable the Products must be kept in the supplied packaging. The lid should always be closed.
3. If an allergic reaction occurs, Buyer must contact a (general) physician.
4. In case of contact with the eyes, the Buyer must immediately rinse the Product with water.
5. The Products must be kept out of the reach of young children.
6. Invygo expressly disclaims all liabilities and claims of Buyer and/or third parties who have suffered (physical) damage through the use of the Products. The Products shall only be used in accordance with the instructions for use.

Article 14 - Suspension and termination
1. Invygo is entitled to suspend the fulfillment of its obligations or to dissolve the Agreement, if Buyer does not fulfill or does not fully fulfill its (payment) obligations under the Agreement.
2. Furthermore, Invygo is entitled to dissolve the existing Agreement between it and Buyer, insofar as it has not yet been performed, without judicial intervention, if Buyer fails to fulfill, or fails to fulfill properly or on time, any obligations arising for it from any Agreement concluded with Invygo.
3. Furthermore, Invygo is entitled to dissolve the Agreement or have it dissolved without prior notice of default if circumstances arise which are of such a nature that performance of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered continuation of the Agreement can no longer be reasonably expected.
4. If the Agreement is dissolved, Invygo's claims against Buyer shall become immediately due and payable. If Invygo suspends fulfilment of its obligations, it shall retain its claims under the law and the Agreement.
5. Invygo always retains the right to claim damages.

Article 15 - Limitation of liability
1. If the performance of the Agreement by Invygo leads to Invygo's liability towards Buyer or third parties, such liability shall be limited to the costs charged by Invygo in connection with the Agreement unless the damage was caused by intent or gross negligence. In any case, Invygo's liability shall be limited to the maximum amount of compensation paid by the insurance company per occurrence per year.
2. Invygo shall not be liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the delivered Products is excluded. For Consumer a limitation applies in accordance with what is allowed under Section 7:24 paragraph 2 of the Dutch Civil Code.
3. Invygo shall not be liable for and/or obliged to repair damage arising from the use of the Product. Invygo provides strict maintenance and user instructions to be followed by the Purchaser. All damage to Products resulting from wearing and use is explicitly excluded from liability (including traces of use, usage damage, fall damage, light and water damage, theft, loss etc.).
4. Invygo shall not be liable for any damage which is or may be the result of any act or omission as a consequence of (incomplete and/or incorrect) information on the website(s) or on linked websites.
5. Invygo shall not be responsible for errors and/or irregularities in the functionality of the website and shall not be liable for failures or unavailability of the website for any reason whatsoever.
6. Invygo is not responsible for the correct and complete transmission of the content of and email sent by/on behalf of Invygo, nor for its timely receipt.
7. All claims by Buyer on account of shortcomings on the part of Invygo shall lapse if they have not been notified to Invygo in writing, stating reasons, within one year after Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of Buyer shall in any case lapse one year after termination of the Agreement.

Article 16 - Force majeure
1. Invygo shall not be liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation, nor can it be held to fulfill any obligation if it is hindered to do so as a result of a circumstance which is not attributable to its fault and for which it cannot be held accountable by virtue of the law, legal act or generally accepted practice.
2. Force majeure includes in any case, but is not limited to what is understood in this respect by law and jurisprudence, (i) force majeure of suppliers of Invygo, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by Buyer to Invygo, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) governmental measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (for example due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at Invygo's company and (xi) other situations which, in Invygo's opinion, are beyond its control that temporarily or permanently prevent the fulfillment of its obligations.
3. Invygo shall be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after Invygo should have fulfilled its obligation.
4. The parties may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either party shall be entitled to dissolve the Agreement, without any obligation to pay compensation to the other party.
5. In so far as Invygo has already partially fulfilled its obligations under the contract or will be able to fulfil them at the time of the occurrence of force majeure, and the part fulfilled or to be fulfilled respectively has independent value, Invygo shall be entitled to separately invoice the part already fulfilled or to be fulfilled respectively. Buyer is obliged to pay this invoice as if it were a separate agreement.

Clause 17 - Transfer of risk
The risk of loss of or damage to the Products which are the subject of the Agreement shall pass to Buyer being a business at the time the goods leave Invygo's warehouse. For Consumers, the aforementioned risk shall pass to Buyer if the Products have been given into Buyer's control. This shall be the case if the Products have been delivered to Buyer's delivery address.

Article 18 - Privacy, data processing and security
1. Invygo will handle with care the (personal) data of Buyer and visitors to the website(s). Invygo will inform the data subject upon request.
2. If the Agreement requires Invygo to provide security of information, this security shall comply with the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs involved.

Article 19 - Complaints
1. If Buyer is not satisfied with Invygo's Products and/or has complaints about the (performance of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but at the latest within 14 calendar days after the relevant occasion that led to the complaint. Complaints can be reported with the subject line “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by Buyer for Invygo to be able to handle the complaint.
3. Invygo will respond to the content of the complaint as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
4. Parties will try to reach a solution together.

Article 20 - Applicable law
1. Any Agreement between Invygo and Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the content and purport of these general terms and conditions, the Dutch text shall always prevail. Invygo shall be entitled to amend these General Terms and Conditions unilaterally.
3. All disputes arising from or as a result of the Agreement between Invygo and Buyer shall be settled by the competent court of the District Court of Gelderland, the Netherlands, unless provisions of mandatory law lead to the competence of another court.



Arnhem, the Netherlands, 18 April 2025