1. Company

These Terms & Conditions (“Terms”) govern all business-to-business (“B2B”) transactions between the purchaser (“Buyer”) and: Canavita Labs a part of HGCSL.These Terms supersede any Buyer’s general terms unless expressly agreed in writing.

2. Scope of Application

‍2.1 These Terms apply exclusively to B2B transactions.
2.2 No consumer rights under B2C or distance-selling legislation apply.
2.3 Any party purchasing products from the Company confirms that they areoperating as a business entity.
2.4 Deviations from these Terms require explicit written approval from theCompany.

‍3. Products

‍3.1 The Company acts as the exclusive distributor of all cosmetic products provided through our website and associated sales channels.
3.2 All products are manufactured in accordance with applicable EU cosmetic regulations and supplied exclusively via authorized production partners.
3.3 The Company reserves the right to update product specifications, packaging,or descriptions at any time.
3.4 The Buyer is responsible for determining product suitability for theirspecific market, distribution channel, or customer base.
3.5 The Company does not guarantee compatibility with the Buyer’s regulatory environment outside standard EU cosmetic legislation.

‍4. Orders & Contract Formation

‍4.1 All quotations from the Company are non-binding unless stated otherwise.
4.2 An order is considered accepted only upon written confirmation from theCompany (email stands as written confirmation).
4.3 The Company reserves the right to decline orders without providingjustification.
4.4 Once confirmed, orders cannot be modified or cancelled except with explicitwritten approval.
4.5 Minimum order quantities (MOQs) may apply depending on product category.
4.6 The Company reserves the unconditional right to cancel any order, in whole or in part, at its sole discretion and without obligation to provide justification. In the event of cancellation by the Company, any payments received for the cancelled portion of the order will be refunded to the Buyer, and no further compensation or damages shall be due. 

‍5. Prices & Payment Terms

‍5.1 Prices are stated in euros (€), excluding VAT and shipping costs.
5.2 The Company reserves the right to adjust pricing at any time prior to orderconfirmation.
5.3 Unless otherwise agreed, all orders require full prepayment.
5.4 If credit terms are granted, invoices must be paid within the agreed timeperiod.
5.5 Late payments accrue interest at 8% per month or the highest ratepermitted by law.
5.6 Ownership of goods transfers to the Buyer only after full payment has been received (“retention of title”).

‍6. Shipping & Delivery

‍6.1 The Company ships to all European countries.
6.2 Delivery times provided are estimates and not legally binding.
6.3 Risk of loss, damage, or theft passes to the Buyer once goods are handed over to the carrier, regardless of who pays transport costs.
6.4 The Company may deliver orders in multiple partial shipments.
6.5 The Buyer is responsible for all import, customs, and local regulatory expenses.

‍7. Inspection, Claims & Returns

‍7.1 The Buyer must inspect goods immediately upon receipt.
7.2 Any claims regarding defects, shortages, or visible damage must be reported in writing within 5 business days.
7.3 Claims submitted after this period will not be accepted.
7.4 The Company’s liability for defective goods is limited exclusively to either: replacement of the defective items, or issuance of a credit noteRefunds are not provided.
7.5 Returns are only accepted upon prior written approval and must be in original condition.

‍8. Product Handling, Storage & Compliance

‍8.1 The Buyer is responsible for ensuring proper storage, handling, and stock rotation of cosmetic products.
8.2 The Company is not responsible for damages arising from improper storage, exposure to extreme temperatures, or contamination caused by the Buyer.
8.3 Products may not be altered, repackaged, reformulated, or rebranded withoutwritten authorization.
8.4 The Buyer bears full responsibility for marketing statements, resale claims, or end-user communication.

‍9. Intellectual Property Rights

‍9.1 All trademarks, brand names, product designs, images, texts, formulas, and marketing materials remain the exclusive intellectual property of the Company or its authorized partners.
9.2 The Buyer receives a non-exclusive, revocable right to use approved marketing materials for resale purposes only.
9.3 Unauthorized reproduction, distribution, or modification is strictly prohibited.
9.4 The Buyer may not create derivative branding or unofficial product variations.

‍10. Warranties & Limitations of Liability

‍10.1 The Company provides no warranties beyond those required under EU cosmetic regulations.
10.2 The Company is not liable for: indirect or consequential losses, loss of revenue or profit, reputational damage, regulatory non-compliance by the Buyer, misuse, mishandling, or unauthorized modification of products.
10.3 The Company’s maximum liability per claim is limited to the invoice value of the affected goods.

‍11. Indemnification

‍The Buyer agrees to indemnify and hold the Company harmless against all claims, damages, and liabilities arising from: resale activities, marketing representations made by the Buyer, non-compliance with national laws, improper handling or storage of goods, unauthorized repackaging or tampering.

‍12. Exclusivity

‍12.1 The Buyer is not granted territorial or sales exclusivity unless a separate written agreement is signed.
12.2 Any violation of exclusivity arrangements may result in immediate contract termination.

‍13. Confidentiality

‍13.1 All pricing, wholesale structures, formulations, product documentation, and strategic information exchanged between the parties are confidential.
13.2 The Buyer may not share, distribute, or disclose such information without written permission.

‍14. Force Majeure

‍14.1 The Company shall not be held liable for delays or failures caused by events outside its reasonable control, including but not limited to: natural     disasters, transportation     disruptions, pandemics, supply     chain breakdowns, war,     instability, or government restrictions.
14.2 In such cases, performance is suspended until conditions permit.

‍15. Governing Law & Jurisdiction

‍15.1 These Terms are governed by the laws of Spain.
15.2 Any disputes or legal proceedings shall be subject to the exclusive jurisdiction of the courts of Málaga, Spain.

‍16. Amendments

‍The Company reserves the right to update or modify these Terms at any time. Updated versions are effective immediately upon publication on the Company’s website.

‍17. Contact Information

‍For all contractual, logistical, or financial inquiries, please contact:

‍Email: contact@canavita-labs.com
Phone: +45 71 92 82 21

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