1.1 In these General Terms and Conditions, the following terms are defined as follows:
1.2 Intermediary: The private company Esthetic Health BV, with registered office in Seoul, the Republic of Korea, and doing business as DM Link Inc., its website www.beautybiz.kr, and its legal successor(s).
1.3 Service: The Intermediary offers a website that enables Buyer and Supplier to make contact and contract an Agreement directly for the delivery of cosmetic products. The Intermediary itself sells nothing but merely offers a platform/website on which the Supplier can offer its products to Buyers.
1.4 Profile: the conditional capability of using the Intermediary's Service and website.
1.5 Buyer: the legal or natural person ordering products from the Supplier through the Intermediary.
1.6 User: the computer or internet user (including but not limited to the Buyer or Supplier) making use of the Intermediary's website in some way.
1.7 Supplier: the legal or natural person selling products to the Buyer through the Intermediary.
1.8 Supplier Profile: the (free) conditional possibility of selling its own products on the Intermediary’s website. The Intermediary offers a variety of profiles and possibilities for selling products. Please refer to the website www.beautybiz.kr for the possibilities and prices.
1.9 Agreement: any arrangement between the Supplier and the Buyer for the supply of product by the Supplier directly to the Buyer.
1.10 Products: any products the Supplier displays on the Intermediary's website are subject to the approval of the Supplier. The products are an offer to make an offer. The products are displayed on the website. Any product information is without engagement and subject to the specification and approval of the Supplier.
1.11 In writing: registered or regular post and/or e-mail.
2.1 Whenever a Party makes use of our Services (the Service), the user, Supplier or Buyer accepts that he/she is bound by these General Terms and Conditions.
2.2 In the following clauses, references to the Buyer include users, by which is meant persons who have not yet purchased Products via the website.
2.3 The Intermediary is at all times authorized to amend or supplement these General Terms and Conditions.
2.4 If any clause of this Agreement is void or annulled, the remaining clauses of this Agreement and the General Terms and Conditions remain fully in force. In such cases, the Intermediary shall establish a new clause to replace the void/annulled clause, one with a scope as close as possible to the old clause.
2.5 The Intermediary explicitly rejects all other terms and conditions of purchase or general conditions of any kind.
3 Contracting, duration and termination of the Agreement
3.1 The Supplier registers on the Website. Upon so doing, the Supplier accepts these General Terms and Conditions, and the Intermediary reviews the application. If the application is correct, the Supplier will be accepted, and an Agreement between the Intermediary and the Supplier is concluded, so that the Supplier can make use of the Service and can display Products on the website.
3.2 The Agreement governing the Service is entered into for an indefinite period of time. The Intermediary is at all times authorized to amend or supplement the Agreement and the Service.
3.3 The Supplier shall ensure that the information it provides is current at all times.
3.4 The Intermediary is entitled to dissolve the Agreement with immediate effect, by written notice, if the Supplier uses the Service outside of the context of the Agreement or violates the Agreement or its scope.
3.5 Under no circumstances is the Intermediary liable for any compensation, refunds, or payments of any kind based on termination of the Agreement as described in paragraph 4.
3.6 After termination of this Agreement, the Supplier's right of use expires completely.
4 Services to Supplier
4.1 The Agreement that the Supplier contracts with the Intermediary allows the Supplier to use the Service. Through the Service, the Supplier can come into contact with Buyer(s) wishing to purchase cosmetic Products. In this relationship, the Intermediary has only a facilitative and mediating role. The Intermediary is in no way responsible for the acts or omissions of either the Supplier or the Buyer. The Agreement is therefore exclusively contracted between the Supplier and the Buyer, and by virtue of the Agreement both Parties indemnify the Intermediary against damages claims or claims of any other nature.
4.2 Although the Intermediary shall maintain and update the Service with the greatest possible care, all information originates from the Supplier(s). The Intermediary cannot guarantee the accuracy of this information. Likewise, the Intermediary is not responsible for the Agreement, its content, or the communication with the Buyer concerning the Agreement. The Agreement is therefore at all times a contract between the Supplier and the Buyer exclusively, and by virtue of the Agreement both Parties indemnify the Intermediary against damages claims or claims of any other nature.
5 rice and payment
5.1 Any prices and rates posted by the Supplier on the website are, unless expressly stated otherwise, in US dollars and exclusive of turnover tax and other governmental levies. The price is indicative and always subject to the approval of the Supplier itself. No agreement can ever be concluded without reciprocal contact between the Supplier and the Buyer in which, among other things, the essential elements of the Agreement are agreed.
5.2 The Supplier sells the cosmetic Products directly to the Buyer and for the sale receives payment from the Buyer.
5.3 Provided that a Supplier Profile exists, the Intermediary shall not charge any costs to the Buyer or Supplier.
6.1 To be able to make use of the website and Service of the Intermediary the Buyer must create a Supplier Profile on the website.
6.2 The Buyer has to register on the Website, signifying its agreement to these General Terms and Conditions. The Intermediary then checks the application. If the application is correct, the Buyer is accepted and a right of use, without engagement, exists between the Intermediary and the Buyer. Through this right of use the Buyer can use the Intermediary’s website and the Buyer is able to contact the Suppliers of the products and to ask for prices. All communications are made directly between Buyer and Supplier. The Intermediary cannot view them and is never party to any agreement. The Buyer is aware that he/she enters into the agreement with the Supplier and indemnifies the Intermediary against all liability relating to the agreement between the parties.
6.3 The password for login can be created on the website and can be changed easily at a later stage. This password is strictly confidential and is not to be provided to any other party. The Buyer is at all times liable for any use made of the Profile, and indemnifies the Intermediary against any third-party claims for damages or of any other nature arising in whatsoever manner.
7 Supplier profile
7.1 Any Supplier Profile is purchased for a specific period and is charged in advance.
7.2 After the period in question a Supplier Profile is tacitly renewed for a period of the same duration. In such a case, the new period must always be paid for and served out in full. No refund is made in the event of cancellation.
7.3 If the Supplier is in default of payment of an invoice sent by the Intermediary and remains in default fourteen (14) days after a written payment demand, the Supplier is entitled to terminate the Supplier Profile, with immediate effect and without judicial intervention, by notifying the Supplier in writing. Termination of the Supplier Profile with the Intermediary may be made monthly, without notice.
8 Supplier guarantees
8.1 The Supplier guarantees that all information provided before and after the contracting of the Agreement is correct and current. In addition, the Supplier shall fulfil the orders in a competent manner in observance of due care, and also guarantees that it is authorized to enter into purchase agreements with the Buyer.
8.2 The Supplier guarantees that all information it has added to the website in relation to the Service is complete, correct, and current, and that it shall use both the Service and the website exclusively for itself. The Supplier shall adhere to the applicable legislation and regulations, and guarantees that it is registered in the Trade Register of the Chamber of Commerce and shall maintain this registration throughout the term of the Agreement with the Intermediary.
8.3 The Supplier shall not place any information on the Website or the website that is in violation of legislation and regulations or these General Terms and Conditions. The Supplier shall not place any information or references to information relating to the performance of illegal Services or Services that could in any way cause damage to the property of the Buyer or any other parties, or any information for which the Supplier does not fully hold the intellectual property rights. The Supplier declares that it is the full owner of all content (photos, text, drawings, etc.) that it adds to the Service. The Supplier indemnifies the Intermediary against all liability for information that the Supplier places on the website.
8.4 The Supplier shall send no messages to the Buyer containing content other than and/or for purposes than that for which the Service and the website are self-evidently intended, and shall refrain from sending undesired and/or unsolicited messages to the Buyer.
9 Agreement between Supplier and Buyer
9.1 The Supplier is aware that, contrary to the Supplier Profile that the Supplier has contracted with the Intermediary, the Agreement between the Supplier and the Buyer is formed outside of the control and influence of the Intermediary. The Intermediary only offers a website on which the Supplier can display its products. The Intermediary is never party to the Agreement. The Agreement and its Terms and Conditions, the price, and the conditions of supply shall be discussed and agreed exclusively between the Supplier and the Buyer.
9.2 Any cooling-off period or advertising period is offered exclusively by the Supplier itself. The Supplier must therefore keep the Buyer fully informed about the Agreement and its Terms and Conditions. The Buyer knows that the Intermediary has no influence over a possible agreement and indemnifies the Intermediary against all liability with respect to the purchase agreement concluded with the Supplier.
9.3 The Supplier and the Buyer contract a non-transferable Agreement with each other.
10 Supplier's use of website
10.1 To use the Intermediary's website and Service, the Supplier must create a Supplier Profile on the Website.
10.2 The Intermediary shall confirm the creation of a Supplier Profile in writing, after which the Supplier is able to log into the website. The Supplier Profile is strictly personal and is not to be used by third parties.
10.3 The password for login can be created on the website and can be changed easily at a later stage. This password is strictly confidential and is not to be provided to any other party. The Supplier is at all times liable for any use made of the Supplier Profile, and indemnifies the Intermediary against any third-party damages claims or claims of any other nature arising on any basis whatsoever.
10.4 The Intermediary is authorized to change the Supplier Profile information, including the username and/or password.
10.5 The Intermediary reserves the right (but is not obliged) to change, abridge, or delete the information entered by the Supplier. Any such changes or deletions cannot in any way result in any compensation to the Supplier.
10.6 The Supplier may sell Products to Buyer(s) through the website. The Intermediary has no control whatsoever over these Products, the volume of these Products, or the Product offerings. The Intermediary does not provide any warranties concerning the sales or the volume thereof. The Intermediary shall use its system to enable the Supplier to get into contact with the Buyer(s). The Agreement is contracted exclusively between the Buyer and the Supplier. The Intermediary explicitly rejects all liability for the Agreement. The Agreement between the Buyer and the Supplier is only contracted after the Buyer has made a quotation/price with the Supplier. The Agreement exists as of that moment. At no time is the Intermediary a party to the Agreement between the Buyer and the Supplier.
10.7 The Intermediary has no control whatsoever over the quality, safety, or legality of the Products, the accuracy of the offers, or the competence of the Buyer and/or Supplier. The Supplier and the Buyer indemnify the Intermediary against any claims of their own or third parties in relation to any such matters.
10.8 The Supplier may use personal or other data received through the website only for the purpose for which the data was supplied. This purpose is, exclusively, the supply of the Products to the Buyer.
11 System security
11.1 The Intermediary shall endeavour to secure its system against loss and/or any form of wrongful use. To this end, the Intermediary shall take appropriate steps, including taking consideration of the state of technology at the time of construction of the website.
11.2 For the security of the website and the Service, the Intermediary depends on third parties and the efforts of these third parties. Despite said efforts, if the website nonetheless proves to be less than adequately secured, the Intermediary is not liable for any damages, whether direct or indirect, resulting from this, neither to the Supplier nor to the Buyer. The Intermediary does not guarantee a 100% secure system.
12 Exclusion of the Supplier from the Service
12.1 The Intermediary reserves the right to exclude the Supplier, with immediate effect, from any use or further use of the website, either temporarily or permanently. Consequently, the Intermediary may block and/or delete the Supplier Profile if the Supplier acts in violation of the letter or spirit of this Agreement, these General Terms and Conditions, and/or applicable legislation and regulations.
12.2 Under no circumstances is the Supplier entitled to any compensation of damages in the event of any temporary or permanent exclusion, blockage, or deletion from the website.
12.3 If the Supplier is declared bankrupt, applies for suspension of payments, discontinues its business operations, or acts in violation of these General Terms and Conditions or other clauses of the Agreement, the Intermediary is authorized to block the Supplier from further use of the website with immediate effect.
12.4 In the event of a temporary or permanent exclusion, blockage, or deletion from the website, any penalties and damages are to be deducted directly from the balance to be paid.
13 Intellectual of industrial property rights
13.1 All copyright and other rights of intellectual or industrial property to the website and the Service, documentation, and any preparatory materials for any of the foregoing, are held exclusively by the Intermediary, excepting all content (photos, text, drawings, etc.) supplied by the Buyer or Supplier.
13.2 The Supplier guarantees that the content it supplies (photos, text, drawings, etc.) does not infringe upon any rights of intellectual property, or rights of any other nature, of third parties. The Supplier fully indemnifies the Intermediary against any possible claims of third parties in this regard.
13.3 Without the permission of the Intermediary in writing, the Supplier is not permitted to extend the copyrights or other rights, or any contents thereof, to third parties, nor to reproduce, distribute, or send said rights or content, or to incorporate said rights or content into any other documents or materials.
13.4 Without the permission of the Intermediary in writing, the Supplier is not permitted to retrieve, reuse, or allow third parties to access the content of the website, nor to reproduce, distribute, or transmit said rights or content or to incorporate said rights or content into any other documents or materials.
13.5 The Supplier is not permitted to remove or alter any reference concerning copyrights, trademarks, trade names, or other rights of intellectual or industrial property from the website or documentation.
14.1 The Intermediary processes personal data of the Supplier and the Buyer in the website.This personal data is used exclusively for the purposes of the implementation of the website and the performance of the Service.
14.2 The processing of personal data is governed by the Privacy Declaration.
15 Liability of Intermediary
15.1 Although the Intermediary strives to observe the greatest possible care in relation to the website and the Service, the Intermediary does not guarantee the absence of problems or the consequences thereof, and accepts no liability in this area.
15.2 Any form of liability on the part of the Intermediary for consequential damage or loss, including loss of profit, loss of sales, loss of cost savings, and loss due to business interruption is rejected. 15.3 Likewise, the Intermediary rejects liability for damages resulting from:
15.3.1 injudicious and wrongful use of the website and/or the Service;
15.3.2 inadequate functioning of the Supplier;
15.3.3 damages on the part of the Supplier caused by the Buyer or third parties;
15.3.4 other causes not attributable to the Intermediary.
16 Force majeure
16.1 The Intermediary is not obliged to fulfil any obligation where prevented from doing so as the result of a situation of force majeure. Force majeure is defined as failure of Suppliers and/or other third parties used by the Intermediary that is not attributable to the Intermediary.
16.2 The circumstances referred to in paragraph 1 may include, but are not limited to: (a) disruptions of Internet or other telecommunications facilities, (b) failings by parties on which the Buyer is dependent in the provision of the Services, (c) the lack of availability of one or more members of personnel (as a result of illness), (d) governmental measures, and (e) weather conditions, including lightning, frost, etc.
16.3 In the event of force majeure, the fulfilment of the obligation in question and any related obligation(s) is fully or partially suspended for the duration of the situation of force majeure, without obliging the Parties to any compensation as a result. A Party may only invoke force majeure against the other if the Party notifies the other Party thereof in writing as quickly as possible after the occurrence of the failure, submitting the necessary documentation.
16.4 In the event of force majeure, the Party invoking force majeure shall endeavour to ensure that the failing that is excused by the situation of force majeure is of the shortest possible duration.
16.5 If a situation of force majeure lasts thirty (30) days or longer, or as soon as it becomes apparent that the situation of force majeure will last longer than three months, either Party is entitled to dissolve the Agreement in writing, excepting where the nature or scope of the failing does not justify the premature termination. In the event of dissolution of the Agreement on the basis of force majeure, all performances already rendered under the Agreement are to be settled in proportion to the state of completion, without the Parties owing anything to each other beyond this proportionate compensation.
17 Malfunctions and system maintenance
17.1 The Intermediary shall endeavour to provide access to the software with the minimum possible amount of interruption.
17.2 Nonetheless, the Intermediary does not guarantee uninterrupted availability of the software. At a minimum, the following situations are qualified as situations of force majeure within the definition of article 13:
17.2.1 disruptions in the connection to the internet;
17.2.2 hardware malfunctions;
17.2.3 Outages in telecommunications networks or other networks (such as the electricity network);
17.2.4 other malfunctions beyond the control of the Intermediary and which cannot be reasonably foreseen by the Intermediary.
17.3 The Intermediary is authorized to temporarily take down the software or restrict its use without prior notice insofar as reasonably necessary for maintenance or alteration of the website. In such cases, the Buyer is not entitled to any compensation.
17.4 The Intermediary is authorized to make changes to the software without this entitling the Buyer to any compensation of damages.
18 Limitation period
18.1 In departure from the statutory limitation periods, the limitation period for all claims and defences against the Intermediary and the third parties engaged by the Intermediary in the performance of an Agreement is one year.
18.2 The provision of paragraph 1 does not apply to legal claims and defences based on facts that would justify the assertion that the goods delivered do not answer to the Agreement. Such claims and defences expire after a period of two years after the Supplier has notified the Intermediary of said non-conformity.
19 Force majeure
19.1 The Intermediary is not obliged to fulfil any obligation towards the Supplier if it is impeded in that fulfilment as the result of circumstances not resulting from fault and for which the Intermediary is not accountable pursuant to the law, a juristic act, or generally accepted practice.
19.2 In these General Terms and Conditions, in addition to the definition under the law and the definition as understood from legal precedent, force majeure is understood to include all external causes, whether foreseen or unforeseen, beyond the control of the Intermediary and rendering the Intermediary unable to fulfil its obligations. This includes work stoppages in the business of the Intermediary or third parties. The Intermediary is also entitled to invoke force majeure if the circumstance impeding fulfilment or continued fulfilment of the Agreement comes into effect after the Intermediary should have fulfilled its obligation.
19.3 During the period that force majeure continues, the Intermediary may suspend the obligations under the Agreement. If this period lasts longer than two (2) months, then either Party is authorized to dissolve the Agreement without obligation to compensate the other Party for damages.
19.4 Insofar as at the time the situation of force majeure comes into effect, the Intermediary has already partially fulfilled its obligations under the Agreement or will do so, and the portion of the performance already completed or to be completed represents an independent value, then the Intermediary is authorized to separately invoice the portion already completed/to be completed. The Supplier is obliged to pay this invoice as if invoiced under a separate Agreement.
20.1 Each party is obliged to observe confidentiality in regard to third parties concerning all confidential information obtained from the other party and/or any other source in the context of the Agreement. At a minimum, confidential information is understood to include information that one of the parties has designated as confidential or information that must reasonably be understood to be confidential.
20.2 The Intermediary shall ensure that its employees and third parties it engages for the purposes of a delivery also adhere to the confidentiality obligation.
20.3 These obligations continue to exist even after termination of the Agreement for any reason whatsoever, and for as long as the party providing the information may reasonably claim that the information is confidential in nature.
21 Dispute resolution and applicable law
21.1 All Agreements and juristic acts between the Supplier and the Intermediary are governed by Korean law. Applicability of the Vienna Convention is excluded.
21.2 A party shall only submit a dispute to court after first doing its utmost to resolve the dispute by means of mediation.
21.3 The court in the Intermediary's place of establishment is competent to take cognizance of disputes, to the exclusion of all other forums.
21.4 The applicable version of the General Terms and Conditions is the version most recently filed or the version that applied at the time that the Agreement was contracted.
21.5 The Intermediary is authorized to amend these General Terms and Conditions and to declare the amended General Terms and Conditions applicable to existing Agreements.
21.6 If the Intermediary declares the amended General Terms and Conditions applicable to existing Agreements, the Intermediary shall give notice of the changes in advance. Such changes go into effect 31 days after the written notice of the changes, unless a later date is specified in the notification.
21.7 If the Supplier does not wish to accept a change in the General Terms and Conditions, it may cancel the Agreement with effect from the date on which the amended Terms and Conditions become effective. In such cases the Supplier must notify the Intermediary of the cancellation as quickly as possible as and no later than within two (2) weeks after the written announcement of the amendments.
22 Location and amendment of Terms and Conditions
22.1 The applicable version at any time is the version most recently filed/the version that applied when the legal relationship with the Supplier was entered into.
22.2 The Interpretation of the General Terms and Conditions is always to be determined by the Korean version of them.