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 +32 092282000 and by email at the following address: marketing@biominerals.be.

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.  

Some states and provinces do not allow exclusions or limitations on the duration of implied warranties or conditions, so the above limitations or exclusions may not apply to you.

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: 

1. To the fullest extent permitted by law, we are not liable for any indirect, punitive, incidental, special or consequential loss or damage whether arising from use of the products, use of the Website, the purchase of the products, or delay, whether based in strict liability, breach of contract, tort (including negligence) or otherwise, including any loss of profits, loss of revenue, loss of turnover, loss of opportunities, loss of data or loss of anticipated savings, even if we had been advised of your situation and concerns. 

2. We are only responsible to you for foreseeable loss and damage directly and proximately caused by us. If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is directly and proximately caused by us and was a foreseeable result of our breaching these Terms and Conditions or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that was not foreseeable. 

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 our https://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.