TABLE OF CONTENTS:

  • Article 1 - Definitions
  • Article 2 - Applicability
  • Article 3 - The offer
  • Article 4 - The Agreement
  • Article 5 - Distribution of the goods
  • Article 6 - Right of revocation
  • Article 7 - The price
  • Article 8 - Payment
  • Article 9 - Delivery and execution
  • Article 10 - Conformity and guarantee
  • Article 11 - Liability
  • Article 12 - Force Majeure
  • Article 13 - Intellectual property
  • Article 14 - Confidentiality
  • Article 15 - Complaints procedure
  • Article 16 - Disputes
  • Article 17 - Amendments
  • Article 18 - General stipulations

Article 1 - Definitions

The following terms in these Terms and Conditions (hereinafter: “T&Cs)”are understood to mean:

  1. Buyer: The natural person or legal entity that, acting in the course of a profession or business and its own expense and risks, orders goods from Rituals for non-commercial purposes.
  2. Rituals: here the entity Rituals Cosmetics Malaysia is meant, and/or where applicable - the local Rituals subsidiary entity that is mentioned in a quote or agreement that is sent to the Buyer. All entities are trading under the name of “RITUALS”.
    3. Rituals correspondence address: PO Box 15500, 1001 NA Amsterdam Visiting address: Keizersgracht 683, Amsterdam
    Phone number:  +31 (0)20 333 91 00 
    Email address: gifts@rituals.com
    Chamber of Commerce number: 59751061
    VAT identification number: NL853629729B01.
  3. In Writing: In these T&Cs, e-mail is deemed to be equivalent to written documents. E-mail is expressly defined as the Electronic version that is received and not the printed version thereof.
  4. Electronic: Electronic data traffic is understood to mean messages sent using the Internet, but still with due observance of any further Conditions that Rituals stipulates in that regard.
  5. Party/Parties: the reference to either Rituals on one hand and Buyer on the other hand, or the reference to Rituals and Buyer in joined capacity.
  6. Offer: the written Offer made by Rituals to deliver a certain quantity of goods at a certain price.
  7. Order: the Order to deliver, or the Buyers’ acceptance of Rituals’ Offer. The Order leads to the Agreement, if entered into by a person authorised to that end by Rituals.
  8. Agreement: the arrangements between Rituals and Buyer concerning the supply of goods to which these T&Cs apply.
  9. Delivery: transferring possession of one or more goods to, or bringing one or more goods under the control of the Buyer and/or any installation and assembly of these goods.

Article 2 - Applicability

  • These general T&C’s apply to every offer on the part of Rituals and to every Agreement between Rituals and the Buyer that comes about.
  • The text of these T&Cs is made available to the Buyer prior to concluding the Agreement.

Article 3 - The Offer

  1. If an offer has a limited term of validity or is subject to certain conditions, then this will be explicitly indicated in the offer.
  2. The offer includes a full and accurate description of the products and/or services offered. Rituals is not bound by obvious mistakes or obvious errors in the offer.
  3. Each offer contains information such that the Buyer is clearly aware of the rights and obligations that will apply upon accepting the offer.
  4. Orders placed via this website are exclusively meant for non-commercial purposes and non-profit use. Rituals operates a closed system of exclusive distributors, and it is therefore not allowed to resell our products to consumers. In case the Buyer wants to use the goods for commercial purposes, please contact Rituals at gifts@rituals.com for more information.
  5. To place an order, Buyer needs to provide a registration number with the Chamber of Commerce when placing an order.
  6. Buyer is not allowed to use, communicate and/or distribute the goods for any marketing purposes, including for Buyer’s business or for that of Rituals, unless Buyer has gained Rituals’ prior written approval. If Buyer is interested in marketing and promotional options, please contact gifts@rituals.com.
  7. Buyers can place orders for an amount between €500 and €2.500. For orders totalling a lower or higher amount, please contact gifts@rituals.com for more information.

Article 4 - The agreement

  1. By acceptance of the order by Rituals, the Agreement is to come about and the T&C’s apply.
  2. Rituals can enquire after the ability of the Buyer to meet the payment obligations - such within the sphere of the law - as well as after all of the facts and factors that are relevant if one is to responsibly enter into an Agreement.
  3. Rituals retains the right at all times to:
    i) not to enter into the Agreement
    ii) to refuse an order;
    iii) to request or attach specific conditions to the execution.

Article 5 - Distribution of goods

  1. Buyer adheres to the following:
    2. • The products are only bought from the Rituals and not from any other entity and/or person.
    • The condition of the Rituals products’ packaging and formulation when presenting these to the customers/employees must always be identical to condition in which it was originally received from Rituals.

Article 6 - Right of revocation

  1. Concerning the delivery of products: it is not possible for the Buyer to return the order unless Rituals has granted express written permission for such shipments, f.e. in case of extraordinary circumstances, such as damaged goods upon receipt.

Article 7 - The price

  1. The prices of the products and/or services offered will not be increased during the term of validity as specified in the offer, with the exception of price changes further to changes in VAT-rates.
  2. The prices specified in the offer regarding products or services are inclusive of VAT.

Article 8 - Payment

3. Insofar as not otherwise agreed upon, any amounts owed by the Buyer are to be paid within 30 days after date of invoice. Discounts, setting off, suspension and debt compensation shall not be permitted.

4. The Buyer shall be in default merely because of the expiry of the payment period, without any demand, notice of default or judicial intervention being necessary. Rituals shall be owed default interest of one (1) percent of the invoice amount for each month that the Buyer is in default of payment, whereby a part of a month shall count as a whole month, all this without prejudice to Rituals’ right to demand immediate payment of the entire outstanding amount, and without prejudice to Rituals’ other rights in that situation.

5. The Buyer shall owe the collection costs to be incurred, whether judicial or extra-judicial, including the actual costs to be incurred on legal assistance and legal advice (including the costs of a lawyer, bailiff and any other third parties). These costs shall total at least fifteen percent (15%) of the amount due, plus turnover tax, with a minimum applying of two hundred and twenty-five euros (EUR 225).

6. Notwithstanding the payment obligation of the Buyer, Rituals retains the right to suspend or cease and not to resume the delivery of the goods, if the Buyer has not fulfilled the payment obligations, without Rituals being liable for any damages.

7. 4.5. In the case impending or otherwise, of the Buyer or the institution of the Buyer being declared bankrupt, granted a suspension of payments, ceasing to trade, or being wound up, the Buyer is deemed by operation of law to be in default and has the right to apply the stipulations under 11.2-11.4.

8. With respect to the sales of products to Buyers if any advance payments have been stipulated, then the Buyer cannot exercise any right further to the execution of the order or service(s) concerned until the advance payment as stipulated has been made.

9. The Buyer is under the obligation to immediately inform Rituals of any inaccuracies in the payment particulars provided or specified.

10. Rituals has the right, in the event of failure to pay on the part of the Buyer, to charge the Buyer the reasonable costs as made known to the Buyer in advance, such subject to statutory limitations.


Article 9 - Delivery and execution

  1. A delivery deadline stated by Rituals is only an indication, unless it is expressly agreed In Writing that the deadline is final.
  2. Even in the case of an agreed final delivery deadline, Rituals is only in default after the Buyer has given Rituals notice of default In Writing.
  3. Rituals has the right, at all times, to deliver the items, or have them delivered, under demand and receipt of advance payment or a guarantee in any form that it desires.
  4. Rituals is entitled to deliver and invoice Buyer in parts, unless agreed otherwise In Writing.
  5. Any deficiencies and/or damage to the items delivered and/or packaging that are present upon delivery must be stated by a person authorised to that end by Rituals, or another party doing so on this person’s behalf, on the delivery receipt, the invoice, and/or the shipping documents, in the absence of which the Buyer shall be deemed to have approved of the items delivered, in which case any claims in this regard shall no longer be processed.
  6. The address that the Buyer has provided to the Buyer will be considered the address of delivery.
  7. Taking into account that which is stated in this regard in this article 9, Rituals will fill accepted orders with due speed yet not later than within 30 days, unless a longer term of delivery has been agreed upon. If the delivery is delayed, or of a delivery cannot be made, or only partially, then the Buyer will be notified accordingly not later than 30 days after having placed the order. The Buyer will in that case have the right to dissolve the Agreement free of charge and without any right to compensation for damages.
  8. In the event of the dissolution of the Agreement in accordance with the previous section, Rituals will reimburse the amount paid by the Buyer as soon as possible yet not later than 30 days after the dissolution.
  9. In the event that the delivery of an ordered product is found to be impossible, Rituals will make efforts to make a substitute article available. The delivery of a substitute article will be communicated clearly and comprehensively not later than at the time of delivery.
  10. The risk of damages to and/or the loss of products lies with Rituals up until the time of delivery to the Buyer or to a representative that has been appointed by the Buyer and made known to Rituals in advance, unless explicitly otherwise agreed upon.

Article 10 - Conformity and guarantee

  1. Rituals guarantees that the products and/or services comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the statutory regulations and/or government regulations that apply on the date of the conclusion of the Agreement. If agreed upon, Rituals also guarantees that the product is suitable for purposes other than normal.

Any guarantee that is provided by Rituals, manufacturer or importer does not affect the statutory rights and claims that the Buyer may exercise towards Rituals on the basis of the Agreement.


Article 11 - Liability

  1. The Buyer must notify Rituals In Writing of any defects of the goods within fourteen (14) days after receipt – in the absence of which any right of recovery, any right on the Buyer’s part to claim liability against Rituals, and any claim to possible compensation resulting from this shall lapse.
  2. The claim never gives the Buyer the right to suspend payment or to set off the payable invoice amount without the written permission of Rituals.
  3. Subject to the other stipulations of these T&C’s, any liability for damage which the Buyer is alleged to have sustained and/or which has been claimed back from the Buyer, as a direct or indirect consequence of late, inadequate or incorrect delivery and of the unsoundness of the goods shall be expressly excluded, except in the case of claims for damages made against the Buyer if they are based on the rules governing product liability.
  4. Any other liability (other than that referred to in article 12.3) on the part of Rituals shall be limited to compensation for direct damage, up to a maximum of EUR 50,000 (fifty thousand euros), excluding VAT.
  5. The term ‘direct damage’ shall refer exclusively to:
    6. (i) reasonable costs which the Buyer would have to incur in order to make Rituals’ performance conform to the Agreement; however, this replacement damage shall not be compensated if the Agreement is terminated by or on the demand of the Buyer;
    (ii) reasonable costs incurred in order to determine the cause and extent of the damage, inasmuch as the determination concerns direct damage within the meaning of these T&C’s;
    (iii) reasonable costs incurred in order to prevent or limit damage, inasmuch as the Buyer demonstrates that these costs resulted in a limitation of direct damage within the meaning of these T&C’s
  6. In all cases, Rituals’ liability due to imputable failure to perform the Agreement shall only arise if the Buyer gives Rituals proper notice of default In Writing, setting a reasonable period within which the failure can be remedied, and Rituals continues after that period to fail imputably in the fulfilment of its obligations. The notice of default must describe the failure in the most complete and detailed terms possible, so as to give Rituals the opportunity to respond adequately.
  7. Any entitlement to compensation shall always be subject to the condition that the Buyer report the damage to Rituals In Writing as soon as possible after the damage has occurred. Any claim for compensation against Rituals shall lapse by the mere expiry of 12 (twelve) months after the claim has arisen.

Article 12 - Force majeure

  1. If Rituals fails to comply properly with any obligation vis-à-vis the Buyer, such failure cannot be attributed to Rituals in a case of force majeure as referred to under article 6:75 of the Dutch Civil Code.
  2. Force majeure shall include all circumstances beyond the control of Rituals, including but not limited Rituals natural disasters, government or military actions, strikes or labour disputes, government regulations, epidemics and pandemics and any technical failures.

Article 13 - Intellectual property

  1. All intellectual and industrial property rights to the goods developed or made available under the Agreement, or to other material such as analyses, designs, documentation, reports, quotations, as well as material preparatory thereto, shall be vested exclusively in Rituals, its licensors or its suppliers. The Buyer shall obtain only those rights of use that are expressly conferred by these T&C’s and by the law. Any other or further right on the part of the Buyer to reproduce the supplied goods, or other material, shall be excluded. Any right of use to which the Buyer is entitled shall be non-exclusive and non-transferable to third parties.
  2. Furthermore, the Buyer shall refrain from using any trade names, domain names, word marks, shape marks and pictorial marks, models, copyrights, know-how and patents of Rituals, unless Rituals has consented to this prior and In Writing.
  3. The Buyer guarantees that it will not do or omit anything which infringes upon the IPR of Rituals, or of third parties from whom Rituals has demanded an (exclusive) licence, which invalidates these rights and/or jeopardises the ownership of the entitled party and/or Rituals’ exclusive right to use these IPR
  4. The Buyer shall not be permitted to remove any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights.
  5. Inasmuch as intellectual property rights arise during the term of an Agreement in relation to the Rituals franchise system and/or the Rituals products, and inasmuch as these rights are vested in the Buyer, either wholly or in part, these (partial) rights shall be transferred to Rituals for no consideration upon the latter’s first request, unless the Rituals considers it reasonable to pay the Buyer compensation in this respect.
  6. If it appears that third parties use the IPR, or other trademarks, models, trade names, domain names, copyrights, know-how, patents and suchlike pertaining to the Rituals franchise format, or otherwise try to imitate this system or perform acts that cause confusion among the public or may be considered infringing in other ways, in such a way that the Parties may suffer damage from these acts within the context of their Agreement, Rituals, if the they consider this necessary, shall take those measures – including legal steps – which may bring these unlawful acts to an end as soon as possible.
  7. If the Buyer learns of acts as described above, it shall notify Rituals of this immediately.
  8. No part of the publications or information regarding Rituals’ products, including but not limited to brand names and/or images, may be reproduced and/or made public, by print, photocopy, microfilm, video disk, magnetic disk or tape, storage in a reference system accessible to third parties, or in any other way whatsoever, Electronically, mechanically, or otherwise, without the express prior written permission of Rituals.

Article 14 - Confidentiality

  1. Both during the validity of the Agreement and after it ends, the parties are obliged to maintain the confidentiality of all that they learn by virtue of the Agreement and/or that is clearly of a confidential nature.
  2. If necessary, the parties shall impose a duty of confidentiality upon their employees under the Agreement.
  3. The parties indemnify each other against any violations by their employees with regard to the duty of confidentiality.

Article 15 - Complaints procedure

  1. Rituals observes a complaints procedure that has been adequately communicated and will handle any complaint in accordance with this complaints procedure.
  2. Complaints regarding the implementation of the Agreement are to be lodged with Rituals in clear and comprehensive terms within due time as soon as the Buyer has discovered the shortcomings.
  3. Any complaints lodged with Rituals will be answered within a period of 14 days starting from the date of receipt. If it can be expected that a complaint will require a longer processing period, then Rituals will send confirmation of receipt within the term of 14 days, along with an indication of when the Buyer can expect a more comprehensive answer.
  4. If the complaint cannot be solved in mutual consultation, then this will result in a dispute that is susceptible to the arbitration rules.

Article 16 - Disputes

  1. All of the Agreements between the Buyer and Rituals to which these general T&C’s apply are subject to Dutch law alone. The court of Amsterdam is the sole competent court for any legal disputes between Rituals and Buyer.

Article 17 - Amendments

  1. Rituals shall be entitled at all times to adjust or amend these T&C’s unilaterally by means of a notification In Writing to the Buyer. These amendments shall enter into force on the announced date of entry into force. If no date of entry into force has been announced, amendments in relation to the Buyer shall enter into force as soon as the latter has been notified of the amendment.

Article 18 - General stipulations

  1. This Agreement and these Conditions are governed by Dutch Law.
  2. In case these Conditions are also issued in any language other than the English language, the English version is always decisive in case of any differences of interpretation between the language versions.
  3. In the event that one or more of the stipulations of the Agreement to which these T&C’s apply deviates from these Terms Conditions, the stipulations of the Agreement shall prevail, unless the relevant stipulation of the Agreement expressly states otherwise.
  4. If any stipulation of the Agreement and/or the T&C’s is invalid, the remaining stipulations of the Agreement and/or T&C’s shall remain in effect. If the invalid stipulation is a core stipulation, the Parties shall agree to a new stipulation that is as close as possible to the intent of the Parties while being legally valid. If the stipulation is not a core stipulation, Rituals, shall establish a new stipulation that is as close as possible to the intent of the invalid stipulation.