General Terms and Conditions – Business Customers (B2B)

1. Seller

BELLU d.o.o.
Ljubljanska cesta 39, 1292 Ig, Slovenia
Company Registration Number: 9351477000
VAT Identification Number: SI29750636
Email: info@bellu.eu
Service: servis@bellu.eu
Website: bellu.eu

2. Business Customer

These terms apply to legal entities, sole proprietors, self-employed professionals, persons independently practising a profession, institutions, associations, organisations, public authorities, salons, studios, clinics, professional users, distributors, and other customers who enter into contracts in the course of their business, professional, or commercial activities (“business customer”).

The actual purpose of the contract is decisive, not merely the name or tax identification number appearing on the invoice. If a customer qualifies as a consumer under mandatory law, their consumer rights cannot be excluded by classifying the transaction as B2B.

3. Order of Precedence of Contractual Documents

Unless otherwise agreed in writing, the following order of precedence applies: (1) an individual written contract or specifically agreed terms, (2) a written quotation or confirmation issued by BELLU, (3) these B2B Terms and Conditions, and (4) the default provisions of applicable law.

The business customer's general terms and conditions shall not apply unless expressly accepted by BELLU in writing. Receipt of a purchase order or another customer form does not, in itself, constitute acceptance of the customer's general terms and conditions.

4. Quotations and Contract Formation

A quotation issued by BELLU is binding for the period specified in the quotation. Catalogues, price lists, presentations, and online publications generally constitute information or an invitation to place an order, unless expressly stated otherwise.

A customer's order constitutes an offer to enter into a contract. The contract is concluded when BELLU confirms the order in writing, begins fulfilling it, or otherwise unequivocally accepts it. An automated acknowledgement of receipt of an online order does not necessarily constitute acceptance of the order.

BELLU may reject an order before acceptance due to unavailability, outstanding payment obligations, credit risk, an obvious error, legal restrictions, suspected misuse, or another justified business reason.

5. Amendment or Cancellation of Orders

A confirmed order is binding on the business customer. Once an order has been accepted, the customer may not unilaterally cancel it, reduce quantities, substitute ordered goods, or change the agreed delivery date without BELLU's prior express written consent, unless such a right arises from the contract or mandatory legal provisions. A customer's request for cancellation or amendment does not, in itself, affect the validity of the contract.

For standard goods from regular stock, BELLU may voluntarily permit the amendment or cancellation of an order, particularly before dispatch, but is under no obligation to do so. Any approval and its conditions must be confirmed in writing. As a condition of consent, BELLU may require reimbursement of reasonable and demonstrable costs already incurred as a result of the order, where such costs were agreed upon or may lawfully be claimed.

For goods specifically ordered from a supplier, imported, manufactured, configured, assembled, labelled, customised, or otherwise specially procured for the customer, BELLU is not obliged to accept a voluntary cancellation after confirming the order, even if the goods have not yet been dispatched. The same applies to orders for which production, supplier, or logistics capacity has already been reserved on a binding basis for the customer.

If the customer refuses to perform, accept delivery of, or pay for a confirmed order without a valid legal basis, BELLU may seek performance of the contract or exercise other statutory remedies and claim compensation for demonstrable damage, including lost profits, where the statutory conditions are met. BELLU may not obtain double compensation for the same damage. Amounts already received shall be reconciled against the obligations of both parties in accordance with the contract and applicable law.

6. Prices and Taxes

Unless expressly stated otherwise, B2B prices are exclusive of VAT. VAT, delivery, installation, customs duties, charges, and additional services shall be charged separately unless expressly included. The price specified in the confirmed order or individual quotation applies to the order. BELLU may change prices for future orders at any time.

7. Payment, Credit Limit, and Late Payment

Unless otherwise agreed, BELLU may require advance payment. Deferred payment terms or a credit limit apply only with BELLU's approval and may be amended or withdrawn for future orders in the event of late payment, deterioration in creditworthiness, or increased risk.

The customer must make payment by the deadline stated in the invoice or contract. Payment is considered completed when the full amount owed has been credited to BELLU's account. Bank charges and other payment-related costs shall be borne by the customer, so that BELLU receives the full invoiced amount.

In the event of late payment, BELLU is entitled, without any separate reminder, to statutory or validly agreed default interest, fixed compensation for recovery costs of EUR 40 for each receivable, and all additional reasonable and demonstrable collection costs, where permitted by law.

Where overdue obligations remain unpaid, BELLU may immediately suspend or withhold further deliveries and services, revoke an approved credit limit or deferred payment arrangement, require advance payment for future deliveries, and, where the contractual or statutory conditions are met, declare the customer's outstanding obligations immediately due and payable. BELLU shall not be liable for delays or damage suffered by the customer as a result of such suspension.

8. Set-off and Withholding of Payment

The customer may not unilaterally withhold payment of the undisputed portion of an obligation because of a complaint or counterclaim. Set-off is permitted against an undisputed claim or a claim established by a final and binding decision, or in other circumstances where contractual restrictions on set-off are not permitted.

9. Retention of Title

When selling specified movable goods, BELLU retains ownership even after delivery until the entire purchase price for the specific goods has been paid in full, to the extent permitted by the Slovenian Code of Obligations. Retention of title does not affect the contractually agreed transfer of risk of accidental loss or damage to the goods.

Until full payment has been made, the customer must store and use the goods with the care expected of a competent professional, prevent unauthorised encumbrances, and, where reasonably possible, preserve information enabling their identification, including serial numbers. Without BELLU's prior written consent, the customer may not pledge, dispose of, or modify or permanently install the goods in a manner that would materially hinder the enforcement of the retention of title, except within the scope of expressly agreed resale arrangements. The customer must immediately inform BELLU of any threatened seizure, insolvency, or third-party interference involving goods subject to retention of title.

For devices, professional equipment, or other high-value products, BELLU may require a separate written retention-of-title agreement and notarisation of the customer's signature before delivery. The customer must cooperate reasonably and bear the notarisation costs if this was agreed in advance. If the required security is not provided, BELLU may, in accordance with the contract, require advance payment or other appropriate security before making the delivery.

The enforceability of retention of title against the customer's creditors in the event of bankruptcy or seizure is subject to the specific conditions set out in Article 520 of the Slovenian Code of Obligations, including notarisation of the customer's signature before such events occur. Merely including this provision in these general terms and conditions does not replace the required notarisation. In the event of non-payment, BELLU may enforce its retention-of-title rights and other contractual or statutory remedies in accordance with the prescribed procedure.

10. Delivery

A delivery deadline is fixed only if expressly designated in writing as fixed or as an essential term of the contract. All other delivery periods are estimates, and exceeding them does not, in itself, entitle the customer to cancel the order, withdraw from the contract, or claim damages. Before exercising a legal remedy, the customer must allow BELLU a reasonable additional period where required by law.

BELLU may make partial deliveries and invoice them separately, unless doing so would be manifestly unreasonable for the customer. Where an Incoterm has been agreed, the expressly agreed version of the Incoterms rules shall apply.

11. Transfer of Risk

Unless otherwise agreed, in a sale involving shipment, the risk of accidental loss of or damage to the goods passes to the business customer upon delivery of the goods to the first carrier or in accordance with the agreed delivery term, to the extent permitted by law. Where the customer arranges transport independently, the goods are considered delivered upon collection by the customer or the customer's carrier.

12. Customer's Delay in Accepting Delivery

If the customer fails to accept the goods on time, the costs and risks that may lawfully be transferred shall pass to the customer. BELLU may store the goods at the customer's expense and risk, charge storage, handling, and redelivery costs, demand payment of due obligations, and exercise other contractual and statutory remedies. The agreed delivery period shall be extended accordingly due to the customer's delay.

13. Inspection of Goods and Apparent Defects

The business customer must inspect the received goods, or arrange for their inspection, in the customary manner appropriate to the professional standards of their business, as soon as reasonably possible in the ordinary course of business. In particular, the customer must check quantities, the identity of the goods, visible damage, packaging integrity, supplied equipment, and apparent discrepancies from the confirmed order.

The customer must notify BELLU of apparent defects immediately following inspection or from the time when the inspection should have been carried out. Notification must be submitted in writing to info@bellu.eu, servis@bellu.eu, or by another demonstrably reliable means, precisely describing the alleged defect and allowing BELLU to inspect the goods. No provision of these terms grants the customer an additional fixed period for reporting an apparent defect.

In the case of visible transport damage or quantity discrepancies, the customer must, where possible, record a reservation on the delivery note or transport document upon receipt, request a report from the carrier, and retain photographs and other available documentation. Such evidence facilitates the assessment of the claim but does not override statutory notification requirements. If the customer fails to inspect the goods or to give timely and appropriate notice, the customer loses the rights arising from an apparent defect to the extent prescribed by law. Statutory exceptions also apply, particularly where BELLU knew or could not have been unaware of the defect.

14. Hidden Defects

If a defect becomes apparent after delivery and could not have been detected by a normal professional inspection upon receipt, the business customer must notify BELLU in writing of the hidden defect immediately upon discovering it. The notification must include a precise description of the defect, the date of discovery, the order or invoice number, the product identification or serial number, and available supporting evidence. The customer must allow BELLU to conduct a professional inspection of the goods.

Unless a longer period has been agreed in writing or the law provides otherwise, under the general rules governing material defects, BELLU shall not be liable for hidden defects that first become apparent more than six months after delivery of the goods. In cases involving repairs, replacements, or the delivery of substitute goods, the calculation of time limits shall be determined in accordance with the Slovenian Code of Obligations. This provision does not limit any applicable warranty or other independent statutory obligations.

Until the examination has been completed, the customer must, to a reasonable extent, preserve the condition of the product, damaged components, packaging, and evidence where necessary to establish the origin of the defect. Late notification may result in the loss of rights arising from a defect in accordance with the law. This consequence does not apply where the law protects the customer because the seller knew of the defect or for other mandatory legal reasons.

15. Remedies for Defects

Upon receiving a complaint, BELLU shall examine the timeliness and content of the notification and the actual condition of the goods. Mere acceptance of a notification, shipment, or device for inspection does not constitute acknowledgement of a material defect or liability on the part of BELLU. The customer must allow reasonable diagnostics, inspection, and testing necessary to determine the cause and extent of the alleged defect.

To the maximum extent permitted under the law governing commercial contracts, the parties agree that, in cases of justified and remediable material defects, BELLU shall have the opportunity, within a reasonable period, to first offer to remedy the defect, repair or replace the goods, or supply the missing quantity, choosing a technically appropriate and proportionate solution. BELLU may also propose a credit note or proportionate price reduction agreed in writing. The reasonableness of the period shall be assessed according to the nature of the goods, availability of spare parts, complexity of the remedy, and the circumstances of the case.

If BELLU fails to remedy a justified defect within a reasonable or statutorily required additional period, definitively refuses to remedy it, or if other statutory conditions are met, the customer may exercise the remaining remedies available under the Slovenian Code of Obligations, including a reduction of the purchase price or withdrawal from the contract. This provision does not exclude rights that cannot lawfully be restricted by contract, nor does it affect cases in which the seller was aware of a concealed defect.

Without BELLU's prior written consent, the customer may not unilaterally return, discard, dismantle, modify, have the goods repaired by an unauthorised person, or destroy evidence if doing so would prevent inspection or reasonable remedy of the defect. In the event of a breach, the customer shall bear the additional costs and risks arising from such conduct to the extent legally justified. This shall not apply where such intervention was necessary to prevent imminent damage or was permitted by law.

16. Returns of Non-Defective Goods

Business customers do not have the consumer's 14-day right of withdrawal. Returns of non-defective B2B goods are permitted only with BELLU's prior written consent.

As a condition of a voluntary return, BELLU may require that the goods be unused, undamaged, complete, in their original retail packaging, and in a condition suitable for immediate resale. Acceptance of a shipment for inspection does not mean that BELLU has approved the return.

Returns may be refused particularly for special-order goods, specially imported, manufactured, or customised goods, opened hygiene or cosmetic products, consumables, activated licences, digital content, used devices, or products with removed protective seals or elements. All return costs shall be borne by the customer. BELLU may deduct inspection, processing, restocking, repackaging, transport, and diminished-value costs from the approved amount and may issue a credit note instead of a cash refund, if this was agreed when the return was authorised.

17. Warranty

A warranty applies within the scope and for the period specified in the warranty document, quotation, or written confirmation issued by BELLU or the manufacturer. An additional or extended voluntary warranty may contain special conditions, such as mandatory regular servicing, use of specified consumables, or demonstrable maintenance, provided these conditions were clearly communicated to the customer before the contract was concluded.

As a general rule, the warranty does not cover defects caused by improper use, failure to follow instructions, mechanical damage, incorrect electrical connections, unauthorised intervention, improper cleaning, inadequate maintenance, normal wear and tear, external influences, or use outside technical specifications, unless mandatory law provides otherwise.

18. Professional, Sterilisation, and Regulated Equipment

The business customer is responsible for verifying, before purchase, that the product is suitable for its intended purpose and complies with the requirements applicable to the customer's activities. The customer is responsible for lawful use, user qualifications, proper installation, inspection, maintenance, calibration or validation where required, maintenance of mandatory records, and compliance with hygiene and safety requirements.

Where sales are restricted, BELLU may request evidence of the customer's status, qualifications, or other eligibility.

19. Resale

A customer who resells goods is independently responsible for their obligations as a distributor, retailer, importer, or other economic operator in the supply chain. The customer must preserve required product declarations, instructions, warnings, traceability information, serial numbers, and other legally required information. Trademarks, safety labels, product declarations, and product identification markings may not be altered without permission.

20. Servicing

For servicing outside an applicable warranty or BELLU's liability, charges may apply for diagnostics, labour, parts, materials, collection, delivery, and other agreed costs. BELLU may require approval of a quotation before carrying out the service. If the customer was informed in advance of the diagnostic fee, that fee may be charged even if the customer does not approve the repair.

The customer must properly clean, decontaminate, prepare, and package equipment for transport and inform BELLU of any potential safety risks. BELLU may refuse to accept dangerous, contaminated, or inadequately packaged equipment or charge the customer for the costs necessary for its safe handling. Provision of a replacement device during servicing is not an automatic entitlement unless separately agreed.

BELLU may retain serviced equipment until all due charges have been paid in full, to the extent permitted by law. If the customer fails to collect the equipment following a notice, BELLU may charge reasonable storage costs after the deadline specified in that notice has expired.

21. BELLU Academy for Business Customers

Specific terms and conditions apply to BELLU Academy and digital content. BELLU Academy Terms and Conditions

22. Digital Content and Licences

Unless expressly stated otherwise, access to paid digital content is personal and non-transferable. A single licence may not be shared by multiple individuals unless the purchased package expressly permits it. Unauthorised recording, copying, distribution, public publication, or further commercial exploitation of content is prohibited.

23. Confidentiality

The parties shall protect as confidential any information designated as confidential or whose confidential nature is apparent from the circumstances. This obligation does not apply to information that is lawfully public, was lawfully known to the recipient, was lawfully obtained from a third party, or must be disclosed under the law or a decision of a competent authority.

24. Intellectual Property

The purchase of goods or services does not constitute a transfer of intellectual property rights. The customer may use trademarks, logos, photographs, and promotional materials only within the scope of the permission granted. Without authorisation, the customer may not create the impression of being an official representative, distributor, or partner unless such status has been granted.

25. Statements Regarding Results

Recommendations, presentations, training courses, and product descriptions do not constitute a guarantee of any specific business, financial, therapeutic, health-related, or other result unless BELLU has expressly guaranteed such a result in writing. The customer must independently and professionally assess the suitability of a product for its processes where, by the nature of the circumstances, such assessment is the customer's responsibility.

26. Limitation of Liability for Damages

To the maximum extent permitted by the Slovenian Code of Obligations and other applicable laws, BELLU shall not be liable for indirect or consequential business losses, particularly lost profits, loss of revenue, customers, business opportunities or market share, business interruption, or loss or corruption of data, if and to the extent such a limitation may lawfully be agreed under the circumstances.

For contractual claims for damages arising from ordinary negligence, BELLU's total liability under an individual order shall be limited to the net contractual value of the specific goods or services giving rise to the claim, unless otherwise agreed in writing in an individual contract. This limitation applies only where the specified maximum amount is not manifestly disproportionate to the damage incurred and where the law does not prescribe a stricter rule. It does not limit obligations to refund payments where such obligations arise from a valid termination of the contract or mandatory law.

Any advance exclusion or limitation of liability shall not apply to damage caused intentionally or through gross negligence, or to other cases in which such a limitation is prohibited by mandatory legal provisions. The customer must prove the damage and take reasonable steps to mitigate it, while BELLU retains all statutory defences concerning the occurrence of damage, causation, foreseeability, and the extent of the claim.

27. Customer's Liability

The customer is responsible for damage and claims resulting from its unlawful conduct, improper professional use, violation of clear instructions, unauthorised intervention, infringement of intellectual property rights, unauthorised distribution, or breach of regulatory obligations for which the customer is responsible.

28. Force Majeure

Neither party shall be liable for delay or non-performance resulting from an event beyond its reasonable control that could not reasonably have been foreseen, prevented, or remedied. Deadlines shall be extended to a reasonable extent for the duration of the impediment. If the impediment continues for so long that performance loses its commercial purpose, the affected party may exercise remedies under the contract and applicable law.

29. Cross-Border Sales, Customs, and Regulations

In cross-border deliveries, the customer is responsible for import duties, local taxes, permits, and other obligations imposed on the recipient unless BELLU has expressly assumed them. The customer is responsible for verifying whether the importation, possession, resale, and professional use of the goods are permitted in the destination country where this responsibility rests with the customer under applicable law.

30. Personal Data of Business Contacts

BELLU may process the personal data of the business customer's contact persons for contract performance, communication, accounting, debt collection, support, and other lawful business purposes. Further details are set out in the Privacy Policy. The business customer must have an appropriate legal basis for providing the personal data of its employees or other contact persons.

31. Assignment of Contract and Non-Waiver of Rights

The customer may not transfer the entire contract to a third party without BELLU's prior written consent if such transfer would materially affect BELLU's position. BELLU may assign monetary claims in accordance with the law.

If BELLU does not exercise a particular right immediately, this shall not constitute a waiver of that right.

32. Governing Law and Jurisdiction

The contractual relationship shall be governed by the law of the Republic of Slovenia. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded where such exclusion is permissible in the specific contractual relationship and the parties have not agreed otherwise.

The parties shall first attempt to resolve any dispute amicably. If this is not possible, to the maximum extent permitted by law, disputes between BELLU and a business customer shall be subject to the territorial jurisdiction of the court in Ljubljana having subject-matter jurisdiction.

33. Amendments and Severability

BELLU may amend these terms for future orders. Contracts already concluded shall remain subject to the terms that formed part of the contract at the time of conclusion, unless otherwise validly agreed. The invalidity of any individual provision shall not affect the remaining provisions if the contract can remain in force without it.