Terms and conditions

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, pleasecontact 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, pleasecontact 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.

BIO MINERALS TERMS AND CONDITIONS OF SALE

1. Introduction

The website https://www.biosilusa.com (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 +32092282000and by email at the following address: [email protected]

Please read the following terms and conditions (the "Terms and Conditions") carefully before ordering any product on this Website,  this is the entire legal agreement between us. Any order through this Website will be subject to these Terms and Conditions. The products shown on our Website are intended to be sold exclusively to consumer end buyers who are natural persons, acting exclusively for their personal or family needs and not for commercial sale, use or related to any other commercial activity.

Bio Minerals reserves the right to amend these Terms and Conditions at all times without notice. We require you check the latest version of the Terms and Conditions before placing an order or before each renewal of any continuing orders. If you order products after we post changes to these Terms and Conditions, you confirm your acceptance with the new terms.

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.

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 us. 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 remove or add any product.

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. When you select that option you will have to provide a password, enabling you to just 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 Bag. 

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 authorisation 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 immediately 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 or a “subscription”. This recurring order 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 it is being processed is not possible but 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 costs are stated separately, depending on the choice made by the customer. 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 adjust 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 problem as soon as possible. You may cancel your order without charge when we inform you of the error.  We reserve the right to cancel such erroneous 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

We will deliver the products 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 this territory. Unless agreed otherwise, the suitable mode of delivery and the carrier is determined by Bio Minerals.

At the end of the ordering process, 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 and 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 sales agreement. Additional delivery costs for partial deliveries will be borne by the Bio Minerals.

6. Inspection and defects

You must inspect the products at the time of delivery and notify us of any lack of conformity or defects in writing without undue delay. This notice shall be deemed to have been made without undue delay if (i) it is sent within five (5) working days after delivery or, (ii) if the defect 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. If you fail to provide such notification, the products shall be deemed approved 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 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

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 and Conditions, any use or reproduction of the Intellectual Property is prohibited. You may not, in particular 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. 

8. WARRANTIES 

BIO MINERALS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS STATED HEREIN.  NO BIO MINERALS RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION TO THIS WARRANTY.  

REGARDLESS OF ANY LIMITATIONS OR EXCLUSIONS HEREIN, THE SAFE HUMAN CONSUMPTION OF OUR PRODUCT WITHOUT ANY MATERIAL DEFECT OR RISK TO YOUR HEALTH IS IMPLIEDLY WARRANTIED AS PROVIDED BY LAW IN YOUR HOME JURISDICTION.  

9. Limitation of Liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation, wilful misconduct and for breach of your legal rights in relation to the products.

Subject to the above: 

10. 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 and Conditions 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, 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 10 authorises 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.

11. Privacy policy 

We will only use your personal information as set out in ourhttps://www.biosilusa.com/us-en/privacy-policy/.

12. Severability

Whenever possible, the provisions of these Terms and Conditions shall be interpreted in such a manner as to be valid and enforceable under the applicable law. If a provision of these Terms and Conditions 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.

13. Invalidity

If any term or other provision of these Terms and Conditions is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions or provisions of these Terms and Conditions 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 and Conditions so as to effect the original intent as closely as possible.

14. Applicable law and jurisdiction

These Terms and Conditions shall be governed and construed in accordance with the laws and regulations of Belgium, excluding the UN Convention on Contracts for the International Sale of Products.  Any dispute arising from, or related to, the use of the Website, the purchase of products and/or these Terms and Conditions will be referred to the Courts of Gent, Belgium.

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