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Terms and conditions

BIO MINERALS TERMS OF USE

LAST UPDATED: 31/12/2024

1. Introduction

The website https://www.biosil.beauty/en-us/ (the “Website”) is operated by Bio Minerals NV/SA (hereinafter "Bio Minerals", “we” or “us”), a Belgian company with headquarters at Zenderstraat 12, 9070 Destelbergen, Belgium, and registered in the Belgian Commercial Register under number 0451.906.964. Bio Minerals may be contacted by phone on the number +32 092282000 and by email at the following address: [email protected].

IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS OF USE (THESE “TERMS”) CONSTITUTE A LEGALLY BINDING CONTRACT, WHICH GOVERN YOUR USE OF THIS WEBSITE. BY ACCESSING, VIEWING, BROWSING, VISITING OR USING THIS WEBSITE OR ORDERING ANY PRODUCTS ON THIS WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, PLEASE DO NOT USE THIS WEBSITE. THESE TERMS APPLY TO ALL USERS OF THE SITE, INCLUDING BUT NOT LIMITED TO USERS WHO ARE BROWSERS, VENDORS, CUSTOMERS, MERCHANTS, AND/OR CONTRIBUTORS OF CONTENT.  WE MAY, IN OUR SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THIS POSTING, AND, IF YOU HAVE REGISTERED FOR AN ACCOUNT, BY EMAILING YOU AT YOUR REGISTERED EMAIL ADDRESS REGARDING ANY SUCH CHANGES. YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION AND SHOULD THEREFORE VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS. IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS WEBSITE. ANY PRODUCTS ORDERED AFTER WE POST CHANGES TO THESE TERMS WILL BE SUBJECT TO THE NEW TERMS.  IT IS YOUR RESPONSIBILITY TO CHECK THIS PAGE PERIODICALLY FOR CHANGES.  YOUR CONTINUED USE OF OR ACCESS TO THE WEBSITE FOLLOWING THE POSTING OF ANY CHANGES CONSTITUTES ACCEPTANCE OF THOSE CHANGES. 

The products shown on our Website are intended to be sold exclusively to individual consumer end buyers who are natural persons, acting exclusively for their personal or family needs and not for commercial sale or resale, use, or related to any other commercial activity.

By placing an order through this Website you warrant that you are at least eighteen (18) years old and that you are capable of entering into legally binding contracts.

PLEASE CAREFULLY READ AND MAKE SURE YOU UNDERSTAND THE “DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER” PROVISION SET FORTH IN SECTION 19 OF THESE TERMS, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU OPT-OUT. BY ACCESSING OR USING OUR WEBSITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THE ARBITRATION AND WAIVER OF CLASS ACTIONS PROVISION SET FORTH IN SECTION 18 BELOW.

2. Product offerings

All products shown on the Website are subject to availability and acceptance by us. Although we seek to publish information on the Website that is, to our best knowledge, correct and up to date, certain products shown on the Website may no longer be available for purchase. Our failure to update our in-stock information does not give you any rights to demand the right to purchase or a right to demand delivery; we may cancel or postpone your order as we determine.  No rights can be derived from typing errors, products descriptions or manifest errors (such as products incorrectly priced) on the Website.

We make our best efforts to produce high quality images of our product selection. However, minor differences in colour and other variations in products are possible as a result of different image acquisition, lighting, display technologies or other technical reasons. 

The product offerings on our Website are non-binding and only constitute an invitation to the customer to place an order.  We reserve the right to cancel or postpone any order for any reason.  All orders are subject to acceptance by Bio Minerals reserves the right to change the products offered on the Website at any time. 

3. Order and acceptance

Once you have chosen a product you wish to order, click on the “Add to cart” button. The selected product, if available, will be placed in your “Shopping Cart”. You can monitor at any time the products you have selected by clicking on the "Shopping Cart" button, and you can remove or add any product from the “Shopping Cart.”

When you have completed your selection and wish to confirm the contents of your "Shopping Cart”, proceed to “Checkout” and follow instructions. You will be asked to enter your first and last name, address of residence, e-mail address, telephone number and delivery address. You can also click a checkbox to create an account. If you select the option to create an account, you will have to provide a password, enabling you to login the next time you visit our Website. 

Once this information has been duly entered and confirmed, the price of the products and any delivery charges (including shipping costs) shall automatically be displayed. Please verify the accuracy of this selection before confirming the order. If you agree with the selection and the price, please click on the “Confirm Order and Pay” button. You will then be required to enter your payment details. By clicking on the "Confirm Order and Pay" button, you place a binding order for the products in your Shopping Cart. 

The order on your part is successfully completed if it has been confirmed by Bio Minerals with a confirmation e-mail. This confirmation e-mail does not yet constitute the acceptance of the customer's order by Bio Minerals. All orders are subject to availability and our final acceptance. We reserve the right not to accept your order. Such non-acceptance may result, for example, from the fact that (i) products are shown on the Website but are no longer available; (ii) products shown on the Website contain a manifest price error; (iii) we are unable to obtain authorization for your payment; and/or (iv) shipping restrictions apply to a product. We will inform you about the inability to supply the products without undue delay; we will cancel your order and will reimburse you for any sums which have already been paid for the unavailable products, and/or cancel the applicable credit card charges.

Some of our products may be ordered via a recurring order (a “subscription”). IN THE EVENT YOU AGREE TO A SUBSCRIPTION, YOU AUTHORIZE BIO MINERALS TO CHARGE YOUR PROVIDED PAYMENT METHOD EACH MONTH (OR OTHER APPLICABLE PERIOD) FOR EACH ORDER MADE VIA SUCH SUBSCRIPTION. This SUBSCRIPTION may be cancelled by you at any time before the next recurring order is being processed by logging in with your credentials on the Website. After logging in you will be taken to your personal homepage where all active subscriptions are listed. You can cancel a subscription by selecting the subscription from the list of active subscriptions and click the cancel button. Recurring charge orders will begin processing after midnight Eastern Time or 00:00 ET (UTC-4). Prepaid orders begin processing after 8:00 AM Eastern Time ET (UTC-4). A cancellation of a recurring order after the order is being processed is not possible but THE CANCELLATION will be applied to the next order. 

4. Price and payment

The products are sold at the price in effect at the time of the order, as indicated on our Website. The prices are shown in US dollars and do not include sales tax, VAT, GST, tariffs, duties, shipping, handling, customs, or other charges. The delivery and shipping costs are stated separately. Orders are payable in US dollars, irrespective of the delivery address or the customer's residence. Bio Minerals is not responsible for your obligations for paying customs duties, VAT, GST, sales tax, or any other federal, state, local charges or taxes. Any such custom duties, federal, state, local taxes or charges are payable by the customer, and you are also obliged, where necessary, to make any necessary declarations to the competent authorities of your country and state of delivery. 

Bio Minerals reserves the right to change its prices at any time, but the changes shall not apply to any orders for which you have received a confirmation e-mail, unless there is a manifest price error. In this case, we will inform you of the price issue as soon as possible. You may cancel your order without charge if we inform you of the manifest pricing error.  We reserve the right to cancel such manifest pricing error orders. 

All orders must be paid at the time of ordering. We accept the following payment methods: Visa, MasterCard, American Express, PayPal, Apple Pay or Google Pay. 

The products remain the property of Bio Minerals until the purchase price has been paid in full by the customer. Irrespective of the title of property, the risk of loss and damage shall pass to the customer at the time of delivery. 

The actual tax collected may differ once the order is finalized.  We use commercially reasonable efforts to calculate and remit the correct amount of tax required on each taxable purchase, but we do not guarantee the accuracy of the amount of the tax represented as owed. Minor errors may occur owing to the inability to accurately track multiple taxing districts, state and local “tax holidays,” and timing of rate changes or the application of certain taxes to categories of items we sell. As a result of any error, we may over collect or under collect your tax. When you purchase our products, we collect and remit taxes required on your purchase. You hereby waive your right to claim that the tax collected on any purchase is incorrect in any respect and you agree to hold us, our officers, directors, employees, agents and representatives, harmless from and against any claim, action, demand, loss, suit, or damages (including attorneys' fees) made or incurred as a result of our error in calculating the taxes you owe for your purchases. If you purchase any of our products on third party platforms, such as a retailer, those third parties may be responsible for collecting and remitting applicable taxes to the taxing authorities.

5. Delivery

The products will be delivered to the delivery address that you indicated when placing the order. Currently we only deliver to addresses within the United States of America. Orders cannot be placed for delivery addresses situated outside of the United States. We do not deliver to Alaska, Puerto Rico, the Virgin Islands, or American Samoa. Unless agreed otherwise, the shipping method and the carrier is determined by Bio Minerals.

We will provide you with the timeframe required for delivery for the purchased product to the chosen delivery address. Delivery times vary depending on the type of product you order, the availability of the product, your delivery address, and logistics of the carrier. Delivery dates are approximated and shall not be regarded as strict deadlines. Bio Minerals is entitled to make partial deliveries of products subject to a single order. Additional delivery costs for partial deliveries will be borne by the Bio Minerals. 

6. Inspection and defects

We do not provide refunds or exchanges with exception as provided for in this Section 6:  Inspections and Defects. You must inspect the products at the time of delivery and notify us of any non- conformity or defects in writing without undue delay. This notice shall be deemed to have been made without undue delay if (i) the non-conformity is apparent and it is sent within five (5) working days after delivery to the address provided or, (ii) if the non-conformity was not apparent during a normal inspection, no later than within three (3) working days after the defect has been detected but in any event not later than one (1) month after delivery to the address provided. If you fail to provide such notification, the products shall be deemed accepted by you.

In the event of a non-conformity or defect in the product, you are entitled to request  replacement with a product that conforms and is without defect. We are entitled to refuse the replacement requested by the customer if: (a) the non-conformity was apparent but such request was no made within five (5) working days after delivery to the address provided, or (b) for defects not apparent during normal inspection and until opening the product, but such request was made more than one (1) month after delivery of the product to the address provided, or if (c) such replacement would result in unreasonable costs. If the product (i) cannot be replaced within a reasonable period or (ii) a replacement would result in unreasonable costs, you are entitled to a refund of the price paid for the product excluding VAT, customs and delivery costs. 

7. Intellectual property; USER POSTING

Bio Minerals is the owner and/or authorised user of all patents, trademarks, service marks, design marks, copyrights, database rights and other intellectual property (collectively, the “Intellectual Property”) related to the products and Website. Your use of the Website does not grant you any right, title, interest, or license to any such Intellectual Property rights. Except as provided in these Terms, any use or reproduction of the Intellectual Property is prohibited. You may not, copy or reproduce the Website and/or any part thereof, including the photos of the products for commercial use.  You may however, post pictures of the products and links to the products on your personal social media pages. 

By submitting content or information of any type (a "Posting") to a forum or by otherwise using the Website and/or a Bio Minerals Social Media Page (individually or collectively, “Forum”) to transmit or display a Posting, you automatically grant Bio Minerals a royalty-free, perpetual, irrevocable, non-exclusive, transferable and sub-licensable right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information.  You hereby represent that you have all necessary rights to make the Posting available to Bio Minerals and a Forum, and you also acknowledge and agree that such Postings are non-confidential for all purposes and that Bio Minerals has no control over the extent to which any idea or information within a Posting may be used by any party or person once such content is posted or displayed on the Website and/or a Bio Minerals Social Media Page.  Accordingly, notwithstanding this right and license, you hereby acknowledge and agree that by merely permitting your information, content, and materials to appear on the Website and/or a Bio Minerals Social Media Page, Bio Minerals has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a posting.  Bio Minerals assumes no responsibility for the deletion of or failure to store any posting and recommends that you do not post, display, or transmit any confidential or sensitive information.  All users shall remain solely and exclusively responsible for any liability arising from their own Postings. 

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy.

Without limiting these Terms, any commentary, reviews, or other content uploaded by you is your opinion only.  We do not endorse any claims or content uploaded by you. We take no responsibility and assume no liability for any comments posted by you or any third-party.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, contradict industry laws and regulations, not permissible under regulations set forth by the Food and Drug Administration and/or the Federal Trade Commission, or is obscene or otherwise objectionable or violates any party’s intellectual property or other rights or these Terms.

8. Prohibited uses 

In addition to the other prohibitions set forth in the Terms, you are prohibited from using the Website or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website, other websites, or the Internet. We reserve the right to terminate your use of the Website or any related website for violating any of the prohibited uses.

9. SMS/MMS Mobile Marketing Program & Notifications 

To the extent that you sign up for or otherwise participate in our mobile messaging program, you acknowledge and agree that such participation is governed by our SMS/MMS Mobile Marketing Program & Notifications Terms of Service available at https://www.biosil.beauty/en-us/terms-and-conditions-sms-mms/

10. Disclaimers

YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE OR THE CONTENT SHALL BE AT YOUR SOLE DISCRETION AND RISK. THIS WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED BY LAW, BIO MINERALS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, EXCEPT AS STATED HEREIN.  NO BIO MINERALS reseller, agent, or employee is authorized to make any modification to this warranty.  

AS IT RELATES TO PRODUCTS, WE DO NOT GUARANTEE, REPRESENT, OR WARRANT ANY RESULTS OF PURCHASING OUR PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, BIO MINERALS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, EXCEPT AS STATED HEREIN.  NO BIO MINERALS RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAK OR MODIFY THIS WARRANTY. 

11. Limitation of Liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. 

Subject to the above: 

(i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BIO MINERALS OR ITS AFFILIATES, EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE FOR ANY  INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE WEBSITE OR ANY PRODUCTS PROCURED USING THE WEBSITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE WEBSITE OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. 

(ii) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IF YOU PURCHASED OR USED ANY PRODUCT(S) FROM US, OUR AGGREGATE LIABILITY TO YOU FOR PURCHASE OR USE OF THE PRODUCT(S) IS LIMITED TO THE AMOUNT EQUAL TO THE ORIGINAL PURCHASE PRICE YOU PAID FOR THE PRODUCT FROM WHICH YOUR CLAIM ARISES AND (B) IF YOU DID NOT PURCHASE ANY PRODUCT(S) FROM US, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR WEBSITE. 

12. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Bio Minerals, its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, employees, successors and assigns, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of this Website, including without limitation the Bio Minerals Social Media Page, or your breach of any representations, warranties, covenants or obligations contained in these Terms.

13. Links to Other Sites

This Website may provide links to third-party websites or resources and may contain third-party advertisements.   We may also offer certain services provided by our business partners through this Website. You agree and understand that such third-party websites or resources are subject to their own privacy policies and terms of use, that you are subject to those legal terms, and that we have no control over such third-party websites and resources. You acknowledge and agree that we are not responsible for the availability of such websites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such third-party websites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) any sites or resources that this Website provides links to or that provide links to this Website, or (ii) any content, goods, or services available on or through any such sites or resources. We take no responsibility for third-party advertisements which are posted on this Website, nor do we take any responsibility for the goods or services provided by its advertisers. Your dealings with, or participation in promotions of, any third-party advertisers or providers of goods or services found on or through this Website and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-party advertiser or provider.

In no event shall any reference to any third-party or third-party product or service be construed as our approval or endorsement of that third-party or of any product or service provided by a third-party.

14. California consumer notice 

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website is provided by Bio Minerals NV/SA, a Belgian company with headquarters at Zenderstraat 12, 9070 Destelbergen, Belgium, and registered in the Belgian Commercial Register under number 0451.906.964. If You have a question or complaint regarding the Website, please contact Bio Minerals by phone on at +32 092282000 and by email at the following address: [email protected].  You may also contact us by writing us at Bio Minerals, NV/SA, Zenderstraat 12, 9070 Destelbergen, Belgium. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

15. Force majeure

Neither Bio Minerals, nor the customer shall be held liable to the other party for any delay or failure to perform its obligations under these Terms if such delay or failure is due to an event beyond the reasonable control of such party including, but not limited to, the following events: strikes or labor disputes, breakdown of plant, lockout, shortage of raw materials, embargo, epidemic, pandemic (including COVID-19 and its variants), disease, natural disasters, governmental provisions, governmental orders or restrictions, blockage or embargo, lockdown, injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or subdivision, wars, revolutions, civil commotions, acts of public enemies, fires, floods, explosions, casualty, accident, popular movements, inability to procure or use sufficient materials, labor, equipment, transportation or energy without the necessity or allocation, or acts of god. For avoidance of doubt, nothing in this article 15 authorizes the customer not to fulfil its payment obligations. The existence of a force majeure event shall justify the suspension of the obligations of the party affected by force majeure. If such period of delay exceeds sixty (60) calendar days from the date of commencement of the force majeure event, then either party may terminate the applicable order immediately upon written notice to the other party.

16. Privacy policy 

We will only use your personal information as set out in our Privacy Policy.

17. Severability

Whenever possible, the provisions of these Terms shall be interpreted in such a manner as to be valid and enforceable under the applicable law. If a provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that prohibition or unenforceability shall not invalidate the remaining provisions thereof which will remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. 

18. Invalidity

If any term or other provision of these Terms is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions or provisions of these Terms shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, we shall amend these Terms so as to effect the original intent as closely as possible.

19. Dispute resolution and arbitration; class action waiver

Please Read This Article Carefully.  It Affects Your Legal Rights.

You agree that any Dispute arising out of or relating to these Terms or your use of the Website or our Products or Services shall be determined by final and binding arbitration before the American Arbitration Association (“AAA”) under its then-current AAA Consumer Arbitration Rules before a single arbitrator in either Miami-Dade County, Florida or the federal judicial district that includes your billing address. 

“Dispute” is given the broadest meaning enforceable by law and includes any claim or controversy and any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding. 

YOU AND WE AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the Federal Arbitration Act or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement. This Article governs in the event it conflicts with the applicable arbitration rules.  All issues shall be for the arbitrator to decide, including the scope of this Article.

Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by <emailing> to us at [email protected] the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within forty-five (45) days after receiving your notification, than you may pursue your Dispute in arbitration.  You may pursue your dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”).  You may opt-out of this Article by emailing us at [email protected] the following information: (1) your name; (2) your address; and (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us.  Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

Payment of Arbitration Fees and Costs

We will pay all the arbitration filing fee and arbitrator's hearing fees, costs and expenses upon your written request to the arbitrator given at or before commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with us as provided in “Pre-Arbitration Claim Resolution” above and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

Class Action Waiver

Except as otherwise provided in this Article, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration.  If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you.  Neither you, nor any other user of this Portal can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

20. Assignment

You cannot assign or transfer your rights under these Terms to anyone without the prior written approval of Company.  However, Company may assign or transfer it without your consent to a Company affiliate or in connection with a merger, acquisition, sale of all or substantially all of its assets, spin-out, divestiture, or other corporate or business combination transaction.  Any attempted assignment in violation of this Article shall be void. 

21. Governing law; venue

The Terms and all matters arising out of or relating to your use of this Website or the Products, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Website will be heard in the courts located in Miami-Dade County, Florida.

22. General

Certain violations of these Terms, as determined by us, may require immediate termination of your access to this Website without prior notice to you.  By choosing not to enforced any of these Terms, we are not waiving our rights.  These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between you and us about this Website.  The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.


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BIO MINERALS TERMS AND CONDITIONS FOR RETAILERS

Bio Minerals NV developed the proprietary, patent protected choline-stabilized orthosilicic acid compound ("Compound”) ” and manufactures and sells Compound based products, including the Biosil® branded products (“Products”).

Effective February, 2022, Bio Minerals NV appointed Viva 5 Group, LLC d/b/a Growve, a corporation organized under the laws of Florida, USA, having its offices and place of business located at 239 Second Avenue South, Suite 200, St. Petersburg, FL 33701, USA, as an authorized distributor of its Products intended for wholesale resale or other commercial uses in the USA.

Resale of Products is prohibited without expressed prior written approval by Bio Minerals and subject to entering into a Sales Rights Agreement containing at least the enclosed minimum terms and conditions.

If you have interest reselling Products, please contact us.

Minimum Retailer Terms & Conditions

Bio Minerals NV a corporation organized under the laws of Belgium, with offices located at Zenderstraat 12, 9070 Destelbergen (Belgium) (RPR 0451906964) (hereinafter “Bio Minerals”) developed the proprietary, patent protected choline-stabilized orthosilicic acid compound ("Compound”)” and manufactures and sells Compound based products, including the Biosil® branded products (“Products”).

To protect and promote our brand and reputation for providing high-quality products, resale of Products is prohibited without expressed prior written approval by Bio Minerals and subject to entering into a Sales Rights Agreement containing at least the following Minimum Retailer Terms and Conditions (the “Terms”), which apply to retailers of Products. By purchasing Products intended for retail sale, you (“Retailer”) agree to adhere to these Terms. Please read these Terms carefully.

If you have interest reselling Products, please contact us. Bio Minerals has established these Minimum Retailer Terms & Conditions, effective immediately,

1. Purchase Orders

Orders for Products made by Retailer shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by Bio Minerals at any time in its sole and absolute discretion. Bio Minerals reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly prior agreed to in writing by Bio Minerals. Furthermore, Bio Minerals will not be bound by any "disclaimers", “click wrap” or "click to approve" terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof.

2. Manner of Sale

Retailer shall sell the Products only as set forth in these Terms and in accordance with the Sales Rights Agreement entered into with Bio Minerals (together referred to as “Agreement”). Sales in violation of the Agreement are strictly prohibited and may result in Bio Minerals’ immediate termination of Retailer’s account and the Agreement in addition to other remedies. Specifically and without limitation, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under Bio Minerals’ Product warranties and guarantees. Furthermore, to the extent allowed by law and without limitation to any other disclaimer, Bio Minerals expressly disclaims any and all warranties and conditions to unauthorized Products; Products which are sold via unauthorized Retailers; and Products which are sold not in compliance with Bio Minerals’ quality control program or policies. Sales to or via Amazon.com in violation of the Agreement will render Retailer as an unauthorized Retailer, thereby voiding any and all Product warranties as well as Bio Minerals’ product return policies.

(a) Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

(b) Retailer shall not sell, ship or invoice Products to customers outside of the United States or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of Bio Minerals.

(c) Subject to the Agreement Retailer is only permitted to market for sale or sell the Products through websites owned or operated by Retailer; provided however, that such websites identify Retailer’s full legal name, mailing address, telephone number and email address. Bio Minerals, in its sole discretion, may revoke Retailer’s authorization to sell the Products on such websites at any time, and Retailer shall cease marketing for sale and/or selling the Products on such website immediately upon notice of such revocation. Retailer shall not sell the Products on or through Amazon.com, without the prior written consent of Bio Minerals, which is granted solely by Bio Minerals in its discretion and subject to entering into a Sales Rights Agreement. No Bio Minerals employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.

(d) Retailer shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of the Products.

3. Product Care & Quality Controls

Retailer shall care for the Products as set forth herein.

(a) Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). Retailer shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale and must promptly report the Defects to Bio Minerals.

(b) Product Storage and Handling. Retailer shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Bio Minerals from time to time.

(c) Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with Bio Minerals with respect to any Product recall or other consumer safety information dissemination effort.

(d) Alterations & Bundling Prohibited. Retailer shall sell Products in their original packaging, with all seals intact. Retailer shall not sell or label the Products as “used”, “open box” or any other similar descriptors. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations are not permitted. Retailer shall not tamper with, deface, or otherwise alter any batch code or other identifying information on Products or packaging. Retailer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Retailer shall not advertise, market, display, or demonstrate non-Bio Minerals products together with the Products in a manner that would create the impression that the non-Bio Minerals products are made by, endorsed by, or associated with Bio Minerals.

(e) Customer Service & Product Representations. Retailer and Retailer’s sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Retailer must make itself available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Bio Minerals. Retailer agrees to cooperate fully with Bio Minerals in any investigation or evaluation of such matters.

4. Intellectual Property

Bio Minerals owns all proprietary rights in and to “Brand” (collectively the name under which a Product is offered and all its trade names, trademarks including word and device marks copyrights, internet URL/domain names, social media related names, service marks, logos, registered and unregistered designs any trade dress used in connection with such brandname. Brand shall more specifically include but is not limited to the Biosil® brandname, the ch-OSA® brandname, the “Collagenizer” word trademark, the “Mineralizer” word trademark, the “On Your Game” word trademark, the “Cartilage Fragmentation Inhibitor” word trademark, word/device mark and logo, the “vegan” word/device mark and logo, the “clinical facts box” word/device mark and logo, the www.biosil.beauty URL / domain) copyrights, and other intellectual property related to Compound and the Products (the “IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP solely for purposes of marketing and selling the Products in accordance with the Agreement. This license will cease immediately upon termination of Retailer’s status as an Authorized Retailer. Bio Minerals reserves the right to review, approve and revoke, in its sole discretion, Retailer’s use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer’s use of the IP shall inure solely to the benefit of Bio Minerals.

5. Termination

If Retailer violates any of the Terms or the Agreement, Bio Minerals reserves the right to terminate the granted rights and licenses immediately in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with Bio Minerals; and (iii) using any IP.

6. Availability of Injunctive Relief

Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that Bio Minerals will have no sufficient remedy in money or other damages at law. Accordingly, Bio Minerals shall also be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Bio Minerals to exercise any right(s) herein shall constitute a waiver of any provision herein.

7. Miscellaneous

Bio Minerals reserves the right to update, amend, or modify the Terms at its sole discretion upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by Bio Minerals to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3 and 7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.