B2B Terms and Conditions

1. Definitions

1.1. “Ubachs BV”: Ubachs BV, located at Zuiderring 64, 3600 Genk, Belgium, with company number 0758.486.055 (hereinafter also referred to as “We’R”).
1.2. “Customer”: Any legal entity, as well as anyone placing an order with We’R on behalf or for the account of that legal entity.
1.3. “Products”: All nutritional and phytotherapeutic supplements that are part of We’R’s product range.

2. Scope of Application

2.1. All commercial relationships between We’R and the Customer are governed by (in descending hierarchical order): (i) the written agreement between We’R and the Customer; (ii) the written order confirmation issued by We’R; (iii) the order placed by the Customer; (iv) these general terms and conditions (hereinafter “Conditions”); and (v) Belgian law.
2.2. We’R undertakes to inform the Customer of these Conditions – always available on the We’R website – prior to entering into an agreement. By placing an order or entering into an agreement, the Customer acknowledges having read and accepted these Conditions. These Conditions always take precedence over those of the Customer, even if the latter stipulate that they apply exclusively.
2.3. The (repeated) non-exercise by We’R of any right shall only be regarded as tolerance of a particular situation and does not deprive We’R of the right to invoke it later.
2.4. We’R reserves the right to amend or modify these Conditions at any time, subject to prior written notification to the Customer. The amended Conditions only apply to orders placed and/or agreements concluded after the changes have been implemented and communicated to the Customer.
2.5. The potential invalidity of one or more provisions of these Conditions, or any part thereof, does not affect the validity or applicability of the other clauses and/or the remainder of the provision in question. In such cases, We’R and the Customer will negotiate to replace the invalid provision with an equivalent provision that aligns with the spirit of these Conditions. If We’R and the Customer cannot reach an agreement, the competent court may adjust the invalid provision to what is legally permitted.

3. Quotation

3.1. Catalogues, brochures, newsletters, flyers, and other promotional announcements, as well as information on the website (https://www.wernutrition.com/), are entirely non-binding and should only be considered an invitation to place an order by the Customer, unless explicitly stated otherwise. The prices, descriptions, characteristics, and images of the Products are indicative only and not binding for We’R.
3.2. A quotation is only valid for the specific order and does not automatically apply to subsequent (similar) orders. A quotation is valid only for the duration specified therein. If no duration is specified, the quotation’s validity is limited to 2 months. Moreover, a quotation only covers the Products explicitly listed therein.

4. Formation of the Agreement

4.1. An agreement is only formed upon written or electronic confirmation of the order by a person authorized to bind We’R, or upon the commencement of the order’s execution by We’R. A purchase made by the Customer via telephone is only finalized when We’R provides a clear overview of the requested order at the end of the call, allowing the Customer to confirm, modify, or supplement the order. After the agreement is formed, We’R will send a confirmation email or letter to the Customer regarding their order.
4.2. We’R reserves the right to request additional information about the Customer – their activities or creditworthiness – and, in the absence of such information, to refuse or suspend the execution of the order.
4.3. If, for objective reasons, We’R is unable to execute the order before or during its performance (e.g., due to the unavailability of certain Products), We’R will inform the Customer as soon as possible, but in any case within a reasonable period. Any payments already made will be refunded within 14 calendar days from the date the agreement was formed. In such cases, no compensation can be claimed from We’R.

5. Cancellation

5.1. Cancellation by the Customer
5.1.1. The Customer may only validly cancel the order (i) within 48 hours following the formation of the agreement, or (ii) after this 48-hour period if the order has not yet been processed by We’R, provided this is done in writing or electronically. After these periods, the Customer owes We’R compensation of 10% of the price of the accepted order (with a minimum of €500), without prejudice to the right to compensation for higher proven damages.

5.2. Cancellation by We’R
5.2.1. We’R has the right to cancel the order if it is based on incorrect information provided by the Customer or if We’R suspects the Customer is engaging with We’R for reasons that cannot be considered objectively reasonable and acceptable. In such cases, the Customer is obliged to reimburse at least the costs already incurred by We’R (with a minimum of €500), without prejudice to the right to compensation for higher proven damages.
5.2.2. If, during the execution of the order, We’R is unable to perform due to objective reasons, We’R will inform the Customer within a reasonable period. Only if no alternative solution is available will We’R cancel the agreement and refund any payments already made within 14 calendar days following said notification.

6. Price

6.1. All prices are expressed in euros and exclude VAT, as well as any packaging, delivery, insurance, and administrative costs, unless explicitly agreed otherwise.
6.2. The price payable by the Customer is the price as per the price list valid at the time the Customer places the order.
6.3. To the extent that prices are based on current labor costs, ingredient costs, social contributions, government levies, transport costs, insurance premiums, material and raw material costs, exchange rates, and/or other costs, We’R is entitled to adjust its prices accordingly in the event of an increase in one or more of these cost factors, in accordance with legally permitted standards.

7. Delivery Terms

7.1. Unless explicitly agreed otherwise, the expected delivery time is always approximate and non-binding. Except in cases of intent and/or gross negligence, exceeding the estimated delivery time does not entitle the Customer to penalties, compensation, substitution, or termination of the agreement at We’R’s expense.
7.2. Defective, late, or incomplete delivery does not justify non-payment or late payment of the amounts due.
7.3. The estimated delivery terms automatically lapse in the event of:

• We’R not receiving all necessary data, specifications, and instructions from the Customer in a timely manner;
• Changes to the order;
• Force majeure and/or hardship, as described in Article 15.

8. Delivery Method

8.1. Unless explicitly agreed otherwise, Products are delivered EX WORKS (Incoterms 2020) to the delivery address specified by the Customer, meaning the delivery costs are borne by the Customer, and the risk of damage, destruction, or loss of the Products transfers to the Customer as soon as transport begins.
8.2. Any additional costs related to receiving the Products are always at the Customer’s expense.
8.3. The method of transport and the choice of carrier are determined by We’R at its discretion.
8.4. If the Customer refuses the order at the time of delivery, it will be returned to We’R. The delivery costs, as well as related expenses (such as, but not limited to, storage and warehousing costs), are at the Customer’s expense.

9. Visible/Hidden Defects and Complaints

9.1. The Customer must perform an initial verification upon delivery of the Products, covering, among other things (non-exhaustive list): quantity, weight, conformity of the delivery, visible defects, correct location(s), etc. Any immediately verifiable deviations must be reported to We’R in writing within 48 hours of delivery and, in any case, before use, under penalty of forfeiture.
9.2. The Customer must report any hidden defects in writing to We’R within one month from the date of delivery (delivery note), but in any case within 48 hours of discovery, by post or email (info@wernutrition.com).
9.3. If no complaints are reported within these timeframes, the Customer is deemed to have approved and accepted the delivery.
9.4. Upon discovering any defect, the Customer is obliged to immediately cease further use of the Product in question and take all reasonable measures to prevent (further) damage and ensure proper storage of the Products, under penalty of the complaint being inadmissible. The warranty or indemnification for visible and/or hidden defects does not apply if the damage is caused by improper use or storage of the Product.
9.5. The Customer may not return Products under this article without We’R’s prior consent. We’R reserves the right to inspect the defects on-site with the Customer and investigate their cause. We’R is not responsible for the loss of or damage to returned Products until they are accepted in We’R’s warehouses.
9.6. Any claim for indemnification lapses in case of processing, alteration by the Customer or third parties, abnormal or extraordinary use of the Products, or damage caused by force majeure/hardship.
9.7. The warranties offered by We’R to the Customer are limited, at We’R’s discretion, to (full or partial): (i) replacement and/or (ii) return of the Products concerned, with credit to the Customer.

10. Payment

10.1. We’R reserves the right to require full payment from the Customer before proceeding with the execution or delivery of the order.
10.2. The delivery term will be suspended if the Customer, required to pay the full price in advance, fails to do so in a timely manner (unless the Customer provides a valid reason). Moreover, We’R may consider the entire purchase or part thereof as canceled if the payment is not made, even after a reminder, and is entitled to compensation for damages suffered, estimated at a flat rate of 20% of the price (excluding VAT), with a minimum of €100, without prejudice to the right to compensation for higher proven damages.
10.3. Unless explicitly agreed otherwise, We’R’s invoices are payable in full by bank transfer within 7 calendar days following the invoice date, without any discount.
10.4. Invoices can only be validly contested by the Customer in writing by registered letter within 7 days following the invoice date, stating the invoice date, invoice number, and a detailed justification. Such a protest does not relieve the Customer of their payment obligations.
10.5. Unconditional payment by the Customer (of part) of the invoice amount constitutes explicit acceptance of the invoice.
10.6. Partial payments by the Customer are always accepted under all reservations and without any prejudicial acknowledgment, and are first allocated to collection costs, then to the compensation clause, overdue interest, and finally to the principal amount, with priority given to the oldest outstanding principal amount.

11. Consequences of Non-Payment or Late Payment

11.1. For any invoice that is not paid in full or in part by the Customer on the due date, default interest will automatically apply, without prior notice, in accordance with the law of August 2, 2002, on combating late payment in commercial transactions. Additionally, the amount due will be increased by all collection costs incurred by We’R, as well as 10% of the invoice amount, with a minimum of €100 (excluding VAT), as a flat-rate compensation, without prejudice to We’R’s right to claim higher proven damages.
11.2. If the Customer fails to settle one or more outstanding claims to We’R, We’R reserves the right to immediately suspend further deliveries and to consider other orders as canceled without prior notice, in which case the flat-rate compensation as provided in Article 10.2 is due.
11.3. Furthermore, this results in the immediate enforceability of all other invoices, even those not yet due, and the lapse of any granted payment terms. The same applies in the event of imminent bankruptcy, judicial or amicable dissolution, cessation of payment, or any other fact indicating the Customer’s insolvency.

12. Electronic Invoicing

By placing an order, the Customer explicitly agrees to the use of electronic invoicing by We’R, unless otherwise agreed in writing between the parties.

13. Liability

13.1. To the extent permitted by applicable law, We’R’s liability is always limited to the price paid by the Customer for the Products delivered by We’R.
13.2. We’R is in no case liable for indirect or consequential damages (such as, but not limited to, loss of income, loss of profit, pure financial losses, missed savings, damage due to business interruption, or damage to third parties).
13.3. We’R is also not liable for defects caused directly or indirectly by an act of the Customer or a third party, whether due to error or negligence.
13.4. Regarding the use and effectiveness of the Products, We’R emphasizes the following (without limitation):

• The use of the Products by the Customer/end-user is entirely at the end-user’s responsibility and risk.
• The Products must always be used in accordance with the instructions provided with the Product. The end-user is responsible for exercising due caution prior to use (considering the Product’s composition/ingredients, permitted quantity, combination with other products/medicines, or any medical advice received), and We’R bears no liability in this regard. Moreover, the end-user is fully responsible for determining whether they are allergic to one or more components of We’R’s Products.
• Notwithstanding the above, We’R is not liable when the Product’s effectiveness depends on personal facts and circumstances or its correct use tailored to the end-user’s individual situation. We’R does not guarantee the Product’s effectiveness for the end-user, whose personal facts and circumstances are unknown to We’R. For example, We’R cannot be held liable if the end-user does not experience healthy sleep after using Products intended to promote healthy sleep. The Customer acknowledges sole responsibility for informing their client, whether or not an end-user of the Products, of the above and ensuring compliance. Consequently, We’R cannot be held liable for any damage resulting from non-compliance with Article 13.4.
  13.5. The Customer expressly acknowledges that:
• The Products comply with Belgian regulations and/or requirements applicable in Belgium to (end) customers at the time of delivery to the Customer by We’R.
• We’R cannot be held liable for (i) subsequent legislative changes of any kind and/or (ii) regulations or requirements applicable in another jurisdiction to (end) customers, compliance with which is the explicit responsibility of the Customer. The Customer will indemnify We’R against all claims in this regard.
• We’R’s nutritional supplements are subject to notification with the Belgian Federal Agency for the Safety of the Food Chain (FASFC).

14. Promotions

Promotional offers by We’R, in any form (such as, but not limited to, price reductions, discount vouchers, free shipping, etc.), must always be used in accordance with the explicitly stated guidelines. In any case, they apply to only one order, cannot be combined, and are personal in nature.

15. Force Majeure/Hardship

15.1. The parties are not liable for failure to fulfill their obligations due to force majeure or hardship. The following are conventionally considered cases of force majeure or hardship: all circumstances that were reasonably unforeseeable and unavoidable at the time of entering into the agreement, which create an impossibility for We’R and/or the Customer to execute the agreement or make its execution financially or otherwise more burdensome or difficult than normally anticipated (such as, but not limited to, war, natural conditions, fire, seizure, delays or bankruptcy of third parties relied upon by We’R, general scarcity of raw materials or Products, labor shortages, strikes, organizational circumstances, and epidemics and/or pandemics).
15.2. Such situations grant We’R or the Customer the right to request revision and/or suspension of the agreement by simple written notification, without any compensation being owed. If the force majeure and/or hardship situation persists for more than 2 months, both parties (the party facing force majeure/hardship and the counterparty) have the right to terminate the agreement without any compensation being owed.

16. Intellectual Property Rights

We’R guarantees that it holds the necessary licenses to offer its product range. However, We’R retains all copyrights or rights granted to it for designs, drawings, models, samples, photos, and products created by We’R. The Customer may not copy or use the Products for purposes other than those intended without We’R’s prior written consent.

17. Confidentiality

17.1. Both parties and their personnel or appointees – for whom the parties are responsible – undertake not to disclose, distribute, or use confidential information concerning the other party or the execution of the agreement to third parties without the explicit written consent of the other party.

18. Privacy

18.1. The processing of personal data by We’R concerning a (potential) Customer and/or their personnel is carried out in accordance with the provisions of We’R’s privacy statement, which can be consulted on its website. In this context, We’R acts as the data controller. This privacy statement includes, among other things, information about the personal data We’R collects and how it uses and processes it. By purchasing Products or entering into an agreement with We’R, the Customer acknowledges having read and accepted this privacy statement.

19. Governing Law and Jurisdiction

19.1. Belgian law applies.
19.2. Disputes fall under the exclusive jurisdiction of the courts of the district where We’R has its registered office, unless We’R explicitly deviates from this.

20. Language

20.1. Unless explicitly agreed otherwise, the Customer acknowledges that the language of these Conditions also serves as the working language in all commercial transactions with We’R.
20.2. The original language of these Conditions is Dutch. Translations or documents drafted in another language are provided solely as a courtesy to the Customer. In case of contradictions, the Dutch version shall always prevail.