Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

1. Purpose and Scope of Application
1.1. These General Terms and Conditions of Sale (hereinafter, the “Conditions”) govern all commercial relations between MUY ORIGINAL DESIGN ZONE, S.L. (hereinafter, “MUY”) and its customers (hereinafter, the “Customer”), within the framework of the sale and distribution of products.
1.2. Acceptance of an order by MUY entails the Customer’s unconditional acceptance of these Conditions, which shall prevail over any other general purchasing terms of the Customer, unless otherwise expressly agreed in writing by MUY.

2. Orders and Proforma Invoices
2.1. All orders must be formalised in writing through the channels authorised by MUY (B2B platform or other approved means) and shall be binding upon the Customer as from their issuance, unless MUY expressly communicates its non-acceptance or modification.
2.2. The first three orders of any Customer must be paid strictly in advance. Only after this period, and provided that the Customer has a flawless payment record and obtains the approval of MUY’s credit insurance, may credit terms be granted.
2.3. Proforma invoices issued by MUY shall be valid for 10 calendar days. After this period, MUY reserves the right to modify prices, quantities, or availability.
2.4. Should an order confirmed by proforma be cancelled or not paid within its validity, MUY shall apply a management fee equivalent to 20% of the total proforma value.
2.5. MUY may correct manifest errors (e.g. price, reference or description) and cancel or amend orders affected by lack of availability, subject to prior notice to the Customer.
2.6. Products are supplied according to packaging units (UPQ). MUY may adjust or round up quantities to comply with packaging multiples, informing the Customer prior to shipment.

3. Payment Terms
3.1. The standard method of payment is advance payment.
3.2. For Customers with approved credit, payment deadlines shall be those expressly agreed in the invoice or contract, and shall in no case exceed the limits established by applicable legislation. MUY may, at any time, review or revoke granted credit terms if a risk of insolvency or non-payment is perceived.
3.3. In the event of late payment, statutory late payment interest applicable in Spain shall automatically accrue, equivalent to the European Central Bank reference rate plus 8 percentage points, in accordance with applicable law (BOE and EU Directive).
3.4. In the event of non-payment, MUY may suspend supplies, block access to the B2B platform and/or cancel granted credit terms, without prejudice to its right to claim additional damages.
3.5. In addition to statutory interest, MUY may claim the fixed compensation provided under Spanish Law 3/2004 (currently €40 per overdue invoice), as well as further recovery costs exceeding that amount.

4. Shipments and Deliveries
4.1. The minimum order value is €200 net.
4.2. Shipping costs and free-shipping thresholds shall follow the policy in force as published on the MUY B2B platform. As a general rule, free shipping applies to EU countries when the minimum order value indicated online is reached.
4.3. Territorial exceptions:
 a) Norway, Switzerland, Liechtenstein and the United Kingdom: the same transport conditions as for EU countries apply (including free shipping thresholds where published). Customs duties, import taxes and customs clearance shall always be borne by the Customer.
 b) In the following destinations, the Customer shall bear all transport costs, duties, taxes and customs clearance, with no free shipping unless expressly agreed: Canary Islands, Ceuta and Melilla; French overseas territories (e.g. Guadeloupe, Martinique, Réunion, French Guiana, French Polynesia, etc.); Andorra, Monaco, San Marino, Vatican City, Faroe Islands, Iceland, Moldova, Serbia, Montenegro, Bosnia and Herzegovina, Albania, North Macedonia, Kosovo, Ukraine, Belarus, Russia, Cyprus and Malta.
4.4. MUY does not ship outside Europe unless expressly authorised in advance by MUY and the relevant brand; in such cases, the Customer shall bear all related costs and taxes.
4.5. Published delivery times are indicative and non-binding. MUY shall not be held liable for delays attributable to the carrier or to force majeure.
4.6. Unless expressly agreed otherwise, deliveries shall be made under Incoterm DAP (Delivered At Place).
4.7. The Customer must note reservations on the carrier’s delivery note in case of visible damages and notify MUY within 48 hours of delivery. After this deadline, MUY cannot handle transport claims.

5. Transfer of Risk and Ownership
5.1. The risk of loss, damage or deterioration of products passes to the Customer upon delivery to the carrier, unless otherwise agreed in writing.
5.2. Ownership of the products shall pass to the Customer only when MUY has received full payment of all amounts due, including principal, interest and expenses.
5.3. In case of non-payment, MUY may demand the immediate return of unpaid products, even if already delivered to the Customer, without prejudice to further legal actions.

6. Territoriality and Exclusivity
6.1. MUY distributes certain brands under territorial exclusivity, in accordance with agreements concluded with such brands.
6.2. In territories where MUY holds exclusive distribution rights, the Customer undertakes to source such brands exclusively from MUY. Breach of this obligation entitles MUY, at its sole discretion, to suspend supplies, block access to the B2B platform, withdraw previously granted commercial terms or cancel granted credit, without prejudice to any other applicable remedies.
6.3. Parallel imports or procurement of products represented by MUY from unauthorised third parties within exclusive territories is prohibited, except where EU competition law and the principle of exhaustion of rights within the European Economic Area (EEA) apply.
6.4. Breach of these obligations shall constitute a material breach, entitling MUY to:
 a) suspend supplies and block access to the B2B platform,
 b) cancel pending orders, and
 c) claim damages.
6.5. The Customer undertakes not to commercialise products of brands distributed by MUY on online platforms or marketplaces (such as Amazon, eBay, AliExpress or similar) without MUY’s prior express written authorisation. Breach of this obligation shall be considered a material breach, with the consequences set out in clause 6.4.

7. Prices and Modifications
7.1. Applicable prices are those in force in the tariff published on the MUY B2B platform at the time of order placement, unless manifest error.
7.2. All prices are expressed in euros (€) and are exclusive of VAT, duties, taxes, customs charges or other levies, which shall be borne by the Customer.
7.3. MUY reserves the right to amend its tariffs, terms and discounts at any time. Such amendments shall not affect orders already confirmed.
7.4. In the event of significant variations in transport, raw material or production costs, or legislative changes, MUY may review prices, including for ongoing orders, subject to prior notice to the Customer, who may cancel the order without penalty if the revised price is not accepted.

8. Graphic Material and Intellectual Property
8.1. MUY provides Customers with graphic material, catalogues, photographs and other promotional resources to support the sale of products. Such material is supplied by the represented brands and its use by the Customer shall be subject to the conditions imposed by those brands.
8.2. The Customer may use this material solely for the promotion and sale of products purchased from MUY, and may not use it for other purposes or in relation to products not supplied by MUY.
8.3. The Customer acquires no intellectual or industrial property rights over the material provided, except for the limited, revocable right of use granted under these Conditions.
8.4. MUY or the relevant brand may revoke at any time the authorisation to use graphic material, particularly in cases of misuse or harm to the brand image.

9. Warranties and Claims
9.1. Products distributed by MUY are covered by the legal warranties provided by applicable legislation and, where applicable, by additional warranties offered by the manufacturer or brand.
9.2. Any claim regarding apparent defects or damages to goods must be notified in writing to MUY within 7 calendar days of receipt of the order. After this period, goods shall be deemed accepted as compliant.
9.3. In the case of hidden defects, the Customer must notify MUY within the warranty period granted by the brand or manufacturer, providing sufficient evidence of the defect.
9.4. Claims do not exempt the Customer from its payment obligations within the agreed terms.
9.5. MUY’s liability for defective products shall be limited, at MUY’s discretion, to replacement of the defective products or reimbursement of the price paid, and the Customer shall not be entitled to any further compensation for indirect damages, loss of profit or loss of opportunity.

10. Limitation of Liability
10.1. MUY shall not be liable for indirect losses, loss of profit, loss of opportunity, reputational damage or any other indirect economic harm suffered by the Customer arising from the contractual relationship.
10.2. MUY’s maximum liability towards the Customer, on any grounds arising from an order, shall not in any case exceed the total invoiced and paid value of such order.
10.3. MUY shall not be liable for delays or failures arising from force majeure, understood as events beyond its reasonable control, including but not limited to strikes, labour disputes, natural disasters, pandemics, transport or supply disruptions, fires, acts of public authorities or any other unforeseeable and unavoidable event.
10.4. In case of force majeure, MUY may temporarily suspend its obligations without giving rise to any compensation to the Customer.

11. Confidentiality and Data Protection
11.1. The Customer undertakes to maintain strict confidentiality with respect to all commercial, technical or other information received from MUY in the framework of the contractual relationship, and not to disclose it to third parties without MUY’s prior written consent.
11.2. This confidentiality obligation shall remain in force even after termination of the contractual relationship.
11.3. Personal data collected in the framework of the commercial relationship shall be processed by MUY in accordance with Regulation (EU) 2016/679 (GDPR) and Spanish data protection legislation.
11.4. The Customer may exercise its rights of access, rectification, erasure, objection, restriction and portability by written communication to MUY ORIGINAL DESIGN ZONE, S.L., at the postal or electronic address indicated on the B2B platform.

12. Amendments to the Conditions
12.1. MUY reserves the right to amend these Conditions at any time. Amendments shall be applicable as from their publication on the MUY B2B platform.

13. Communications
13.1. All communications between MUY and the Customer must be made in writing and through the official authorised channels (corporate e-mail or B2B platform).
13.2. Communications sent to the postal or electronic addresses provided by the Customer at the time of registration shall be deemed valid, unless the Customer notifies MUY of a change in writing.

14. Applicable Law and Jurisdiction
14.1. These Conditions shall be governed by and construed in accordance with Spanish law and, where not provided, by applicable European Union law.
14.2. Any dispute arising from the interpretation or performance of these Conditions shall be submitted, with express waiver of any other jurisdiction, to the exclusive competence of the Courts and Tribunals of Madrid, Spain.

Last update: August 2025