Privacy Policy

Miomosa B2B and Wholesale Terms

Effective date: 07 September 2026
Version: 1.0

Commercial Schedule

The following commercial details apply unless Miomosa and the Buyer agree otherwise in writing:

Commercial termAgreed details

Seller Borbel Elena Cerasela pfa, trading as Miomosa

Buyer [BUYER’S FULL LEGAL NAME]

Territory[ ROMANIA / SELECTED EU COUNTRY / OTHER]

Approved sales channels [SALON / PHYSICAL RETAIL / BUYER’S WEBSITE / OTHER]

Initial minimum order [AMOUNT OR QUANTITY]

Reorder minimum [AMOUNT OR QUANTITY]

Minimum quantity per product [QUANTITY]

Wholesale prices [PRICE LIST NAME AND DATE]

Payment terms [PREPAYMENT / NUMBER OF DAYS FROM INVOICE]

Credit limit [AMOUNT OR “NONE”]

Order lead time [NUMBER OF BUSINESS DAYS]

Delivery term [DELIVERY ARRANGEMENT OR INCOTERM 2020]

Delivery charges [BUYER / MIOMOSA / THRESHOLD]

Currency [RON / EUR]

Return-restocking charge [PERCENTAGE OR “NOT APPLICABLE”]

Agreement duration [INDEFINITE / FIXED PERIOD]

Notice period [NUMBER OF DAYS]

Exclusivity: None unless expressly described in a signed addendum

Special conditions [INSERT OR “NONE”]

1. Parties

These B2B and Wholesale Terms are issued by:

Borbel Elena Cerasela pfa, trading as Miomosa
Registered office: Zaharia Boui 17, Sibiu, Romania
Trade Register number: 48114441
Tax identification number/CUI: 48114441
VAT number/status: 48114441
Email: miomosaofficial@gmail.com
Telephone: +40 (0) 749 67 60 03

In these Terms, this company is referred to as “Miomosa”, “we”, “us” or the “Seller”.

The “Buyer” is the company, salon, retailer, distributor, sole trader or other professional customer purchasing products wholly or mainly for business purposes.

2. Scope and application

These Terms apply to all B2B quotations, purchase orders, pro-forma invoices, invoices and sales of Miomosa products to the Buyer.

They do not apply to purchases made by an individual acting primarily outside a trade, business, craft or profession. Consumer withdrawal rights, including the 14-day distance-selling withdrawal right, do not apply to genuine B2B purchases.

By opening a wholesale account, submitting a purchase order, accepting a quotation or paying a B2B invoice, the Buyer confirms that:

it is acting for business or professional purposes;
it has authority to enter into the transaction;
its registration, tax and contact information is accurate; and
it accepts these Terms.

3. Order of precedence

If documents conflict, they apply in the following order:

A separately signed distribution, exclusivity or supply agreement
The completed Commercial Schedule
A written quotation or accepted purchase order
These B2B and Wholesale Terms
The current wholesale price list
Other marketing or website information

Terms submitted by the Buyer do not apply unless Miomosa expressly accepts them in writing.

4. Wholesale-account approval

Opening a wholesale account is subject to approval by Miomosa.

We may request:

the Buyer’s legal and trading names;
registered and delivery addresses;
company and VAT numbers;
authorised contact details;
information about the Buyer’s stores, salon or website;
intended sales territory and channels;
trade references; and
information reasonably needed for compliance or credit assessment.

Approval of an account does not oblige Miomosa to accept every order or provide credit.

The Buyer must notify us promptly of changes to its ownership, address, VAT status, sales channels or financial circumstances that may materially affect the relationship.

5. Relationship between the parties

The Buyer purchases and resells products as an independent business.

Nothing in these Terms creates an employment relationship, agency, franchise, partnership or joint venture. The Buyer may not:

enter into obligations on behalf of Miomosa;
represent that it is Miomosa’s agent;
make commitments or warranties on behalf of Miomosa; or
use the description “official”, “exclusive” or “authorised distributor” unless Miomosa has expressly approved it in writing.

Unless a signed addendum states otherwise, the relationship is non-exclusive.

6. Products

The products available for B2B purchase are those shown in the current wholesale catalogue or written quotation.

Miomosa may:

introduce or discontinue products;
change fragrances, packaging or presentation;
make compliance-related changes;
update product codes; and
limit quantities of products made in small batches.

Changes will not materially reduce the quality or agreed functionality of an accepted order without notice.

Because certain products are handmade, minor variations in colour, finish, pattern, fragrance character, weight within lawful tolerance or decorative appearance may occur. Such variations are not defects unless the product fails to meet its specification, legal requirements or intended purpose.

7. Product classification and approved markets

Miomosa will supply products for markets in which their classification, assessment, labelling and documentation have been approved.

The Buyer must not sell a product into a country or channel outside the approved Territory without written confirmation from Miomosa. This restriction is intended to protect product compliance and does not prohibit lawful sales that cannot legally be restricted.

Before a major EU launch of the Spa Cream Candle, its classification, cosmetic safety assessment, claims, product file, notification requirements and labels must have been professionally confirmed.

Where a product is classified as a cosmetic, Miomosa will identify the applicable Responsible Person and provide the legally required cosmetic information.

Where a product is regulated as a candle, fragranced mixture, diffuser, wax melt or other non-cosmetic product, the applicable product-safety and chemical-labelling requirements will apply.

The Buyer must not describe a product as medicinal, therapeutic or capable of preventing or treating disease unless Miomosa has expressly supplied an approved claim supported by the required authorisation and evidence.

8. Minimum orders

Minimum opening orders, reorders and product quantities are stated in the Commercial Schedule or current wholesale price list.

Miomosa may decline or propose changes to an order that:

does not meet the applicable minimum;
exceeds current production capacity;
contains unavailable products;
would create an unreasonable fulfilment or compliance risk; or
requests delivery outside an approved market.

Any exception for one order does not permanently change the minimum requirements.

9. Forecasts and production planning

The Buyer should provide reasonable forecasts for seasonal launches, Christmas, Valentine’s Day, Mother’s Day and other expected peaks.

Unless expressly stated otherwise, forecasts are for planning purposes and are not binding purchase commitments.

A production slot is reserved only after:

Miomosa accepts the order;
the required deposit or prepayment is received; and
product, packaging and delivery details are finalised.

Miomosa will communicate known capacity constraints and may propose staged deliveries.

10. Orders and contract formation

A purchase order submitted by the Buyer is an offer to purchase.

A contract is formed only when Miomosa:

confirms the order in writing;
issues an accepted pro-forma invoice; or
dispatches the products,

whichever occurs first.

An automated acknowledgement does not by itself constitute acceptance.

The Buyer must review each confirmation promptly and report errors before production or fulfilment begins.

Miomosa may refuse an order because of availability, production capacity, credit risk, compliance concerns, an obvious pricing error or another reasonable commercial ground.

11. Custom and private-label orders

Custom fragrances, packaging, labels, gift sets, engraving and private-label products require a separate written specification and quotation.

Unless otherwise agreed:

a deposit of 50% is payable before work begins;
production begins only after written artwork and specification approval;
the Buyer is responsible for errors in content it supplied or approved;
changes after approval may incur additional charges;
the deposit is non-refundable once materials have been ordered or production has begun, except where Miomosa is in breach; and
custom products cannot be returned merely because the Buyer changes its mind.

No private-label product may be placed on the market until the responsible party, classification, safety documentation, claims and labelling obligations have been allocated and completed in writing.

12. Prices

Wholesale prices are stated in the current price list, quotation or Commercial Schedule.

Unless stated otherwise:

prices exclude VAT;
delivery, insurance, customs duties and special packaging are additional;
prices are stated in the currency shown on the invoice; and
bank or currency-conversion costs are borne by the party charged by its provider.

Miomosa may update prices by giving 1 days’ notice. A price change will not apply to an order already accepted unless the parties agree otherwise or an obvious error must lawfully be corrected.

13. Recommended retail prices

Miomosa may communicate recommended or maximum retail prices to support consistent market positioning.

Any recommended retail price is non-binding. The Buyer remains free to determine its own resale prices.

Nothing in these Terms requires the Buyer to apply a fixed or minimum resale price. The parties must not coordinate resale prices in a manner prohibited by competition law.

14. VAT and taxes

The Buyer must provide a valid VAT number and other evidence reasonably required to apply the correct VAT treatment.

Where the Buyer supplies incorrect or incomplete tax information, it is responsible for resulting tax, interest or administrative costs to the extent permitted by law.

The Buyer is responsible for taxes, duties, registrations or reporting obligations arising from its onward resale activities.

15. Payment

Payment must be made according to the Commercial Schedule and invoice.

Unless Miomosa approves written credit terms:

first orders are payable in advance;
production or fulfilment begins after cleared payment; and
the Buyer may not deduct or set off amounts unless Miomosa agrees or the amount has been finally determined as payable.

Credit terms may be withdrawn or reduced where:

an invoice is overdue;
the Buyer exceeds its credit limit;
credit information materially changes; or
Miomosa reasonably believes payment is at risk.

The Buyer must notify Miomosa promptly of a genuine invoice dispute and pay any undisputed amount by its due date.

16. Late payment

If an invoice is not paid when due, Miomosa may, subject to applicable law:

charge contractual or statutory late-payment interest;
claim the applicable fixed compensation for recovery costs;
recover reasonable additional collection costs;
suspend outstanding orders;
require prepayment for future orders; and
terminate the agreement for material or repeated delay.

Where Romanian late-payment law applies and no different lawful rate is agreed, statutory penalty interest may apply at the legally prescribed reference rate plus the applicable margin.

Acceptance of a late or partial payment does not waive Miomosa’s rights.

17. Delivery

Delivery dates are estimates unless expressly guaranteed in writing.

The applicable delivery arrangement or Incoterm is stated in the Commercial Schedule or order confirmation.

If no different term is stated:

Miomosa will arrange delivery to the agreed address;
delivery is complete when the products are made available at that address before unloading; and
risk transfers to the Buyer at that point.

Where the Buyer appoints its own carrier or collects the products, risk transfers when the products are handed to the Buyer or its carrier.

Delivery may be made in instalments where reasonable. Each instalment may be invoiced separately.

The Buyer must ensure that:

the address and access information are correct;
an authorised person is available to receive the products;
suitable unloading and storage facilities are available; and
any delivery restrictions are communicated before dispatch.

Additional costs caused by an incorrect address, failed delivery, lack of access or delay attributable to the Buyer may be invoiced to the Buyer.

18. Transfer of ownership

Legal title to the products remains with Miomosa until all amounts due for those products have been paid in full, to the extent permitted by applicable law.

Until ownership transfers, the Buyer must:

store the products appropriately;
keep them identifiable as Miomosa products;
not remove batch or traceability information;
protect them against loss and damage; and
inform Miomosa promptly of seizure, insolvency or competing claims.

Risk may transfer before ownership.

19. Delivery delays

Miomosa will notify the Buyer of a material known delay and propose a revised date or staged delivery.

Miomosa is not liable for delay caused by circumstances outside its reasonable control, Buyer-requested changes or failure by the Buyer to provide information, approvals or payment.

If a delay becomes commercially unreasonable, the parties will discuss cancellation of the undelivered portion and an appropriate refund of amounts paid for that portion.

20. Inspection and notification

The Buyer must inspect deliveries promptly.

Visible transport damage or missing parcels should be recorded with the carrier at delivery where reasonably possible.

The Buyer should notify Miomosa:

of visible damage, shortages or incorrect products within 7 business days after delivery; and
of a hidden defect within 7 business days after discovery.

The notification should include:

invoice and order numbers;
product name and quantity;
batch or lot number;
description of the issue; and
photographs or other reasonable supporting information.

These reporting periods help investigation and stock control. They do not exclude liability where exclusion would be unlawful or where the Buyer could not reasonably have discovered the issue within the period.

21. B2B returns

B2B products cannot be returned solely because they did not sell or the Buyer changed its commercial plans.

A return requires prior written authorisation and a return reference from Miomosa.

Where Miomosa voluntarily accepts a non-defective return:

the products must be unopened, unused, unaltered and resaleable;
labels, seals and batch codes must remain intact;
the Buyer bears return transport and risk;
a restocking charge of 20% may apply; and
custom, private-label, discontinued or short-dated products are excluded.

Unauthorised returns may be refused or returned at the Buyer’s cost.

22. Defective or non-conforming products

Miomosa warrants that, at delivery, products will materially conform to the agreed specification and applicable requirements for the approved Territory.

For a verified defect or non-conformity attributable to Miomosa, we may provide an appropriate remedy, which may include:

replacement;
repair, where suitable;
credit;
price reduction; or
refund of the affected products.

The remedy will take account of the nature and seriousness of the problem.

This warranty does not cover issues caused by:

incorrect storage or handling;
use after the expiry or recommended-use period;
failure to follow instructions;
relabelling, repackaging or alteration;
contamination after delivery;
unauthorised combinations or claims;
ordinary handmade variations; or
damage occurring after risk transferred to the Buyer.

23. Storage and stock rotation

The Buyer must store products:

under the conditions stated on the label or technical information;
away from excessive heat, direct sunlight, moisture and contamination;
in secure, clean and suitable premises;
with packaging, seals and batch codes intact; and
using appropriate first-expiry-first-out stock rotation.

Products must not be sold after an expiry or period-after-opening limit, or after Miomosa has instructed that a batch be withdrawn.

The Buyer must regularly inspect stock and remove damaged, leaking, cracked, contaminated or otherwise unsafe products from sale.

24. Product presentation and claims

The Buyer may use current product descriptions, photographs and marketing materials supplied or approved by Miomosa.

The Buyer must not:

make medical, therapeutic or unsubstantiated claims;
state or imply that a product has functions it does not have;
describe products as “allergen-free”, “non-toxic”, “chemical-free”, “completely safe” or similar unless Miomosa has expressly approved the claim;
obscure warnings or ingredient information;
change product instructions;
remove or alter batch codes;
repackage or relabel products without written approval; or
translate regulated information without approval.

If the Buyer creates its own advertising, Miomosa may request reasonable corrections where content is inaccurate, unsafe, unlawful or materially inconsistent with the brand.

25. Product demonstrations and salon use

Where products are demonstrated or used by salon staff, the Buyer must ensure that personnel:

read the product instructions;
receive appropriate training;
follow hygiene and fire-safety procedures;
check the product and container before use;
test the temperature of a Spa Cream Candle product before skin application;
extinguish the flame before cosmetic application;
avoid use on broken or irritated skin; and
record and report significant complaints or reactions.

Testers must be labelled, stored and replaced according to the applicable hygiene and safety procedures.

The Buyer may not use an ordinary decorative candle, wax melt or room-fragrance product on a customer’s skin.

26. Complaints and safety incidents

The Buyer must maintain a process for receiving customer complaints and retaining sufficient purchase and batch information.

The Buyer must notify Miomosa immediately, and no later than 24 hours, of:

serious injury or adverse reaction;
fire or burn incidents;
suspected contamination;
a request from a regulator;
an allegation that a product is unsafe;
repeated complaints involving the same batch; or
suspected counterfeit or tampered products.

Other material product complaints should be reported within 7 business days.

The Buyer must preserve affected products, packaging, photographs, customer communications and batch information where legally and ethically appropriate.

The Buyer must not make an admission of liability on behalf of Miomosa.

27. Traceability and recalls

The Buyer must maintain legally required records showing:

products and batches received;
delivery dates and quantities;
relevant onward business customers; and
withdrawals, complaints and returns.

If a safety withdrawal, corrective action or recall is necessary, the Buyer must:

stop sales immediately when instructed;
isolate affected stock;
follow Miomosa’s reasonable safety instructions;
provide available traceability information;
communicate approved notices to affected customers where required;
prevent affected products from returning to sale; and
document quantities sold, recovered, destroyed or remaining.

Responsibility for recall costs will depend on the cause. The party whose breach, alteration, negligence or legal non-compliance caused the action will bear reasonable attributable costs, subject to applicable law.

28. Resale channels

The Buyer may sell through the channels listed in the Commercial Schedule.

Sale through third-party marketplaces may require prior written approval where reasonably necessary to protect product authenticity, regulatory compliance, service quality and brand presentation. Approval criteria will be applied objectively and in accordance with competition law.

The Buyer must not sell products through an account that conceals the identity of the actual seller or creates customer confusion about who is responsible for the transaction.

Nothing in these Terms is intended to prevent the effective use of the internet or otherwise restrict sales where such a restriction would violate competition law.

29. Territory and active sales

The Territory identifies the markets for which commercial rights, product documentation and labels have been agreed.

Any exclusivity, allocation of active-sales responsibility or restriction relating to particular territories or customer groups must be set out in a separate signed addendum and will apply only to the extent permitted by competition law.

Unless such an addendum exists:

the Buyer has no exclusive territory;
Miomosa may appoint other partners and sell directly; and
no customer group is reserved to the Buyer.

The Buyer must not market products in a jurisdiction where the product, language, packaging or claims have not been approved.

30. Sub-distributors

The Buyer may not appoint a sub-distributor or wholesale the products to another reseller without written approval.

This does not prevent ordinary retail sales to end customers.

An approved sub-distributor must accept suitable compliance, traceability, brand and safety obligations. The Buyer remains responsible for its contractual management of that sub-distributor.

31. Miomosa intellectual property

Miomosa grants the Buyer a limited, non-exclusive, non-transferable and revocable right to use approved Miomosa trademarks, product names and marketing materials solely to advertise and sell genuine products during the business relationship.

The Buyer must:

follow reasonable brand guidelines;
use current approved assets;
avoid modifying the logo;
not register a Miomosa name, mark, domain or social-media account;
not use Miomosa intellectual property in its corporate or trading name;
not challenge Miomosa’s intellectual-property rights; and
stop using the materials when the relationship ends, subject to an approved sell-off period.

Any goodwill arising from authorised trademark use benefits Miomosa.

The Buyer must notify Miomosa of suspected counterfeiting, copying or unauthorised trademark use.

32. Product photographs and content

Approved photographs and product text may be used only for selling genuine Miomosa products.

The Buyer may resize images for its platform but may not materially distort, recolour or edit them in a misleading manner.

Miomosa may request removal of outdated, inaccurate or non-compliant materials.

No ownership of content transfers to the Buyer.

33. Confidentiality

Each party must protect confidential commercial, technical and financial information received from the other, including:

wholesale prices and margins;
product-development plans;
formulas and manufacturing information;
customer or supplier information;
sales forecasts;
unreleased products; and
non-public compliance documentation.

Confidential information may be used only for the relationship and disclosed only to personnel and advisers who need it and are bound by suitable confidentiality obligations.

This obligation does not apply to information that:

is lawfully public;
was already lawfully known;
is received lawfully from another source;
is independently developed; or
must be disclosed by law.

Confidentiality continues for five years after termination. Trade secrets remain protected for as long as they remain trade secrets.

34. Personal data

Each party normally acts as an independent controller for business-contact, order, invoicing and relationship information it processes for its own purposes.

Each party must comply with applicable data-protection law and provide required notices.

Neither party may add the other party’s customers or staff to marketing lists without an appropriate legal basis.

If one party processes personal data solely on behalf of the other, the parties will enter into a separate data-processing agreement before that processing begins.

The Buyer must not provide Miomosa with unnecessary health or other sensitive customer information when reporting a complaint. Personal data should be limited to what is necessary and lawful.

35. Insurance

Each party must maintain insurance appropriate to its business activities and legal responsibilities.

The Buyer must maintain, where reasonably appropriate:

commercial general liability insurance;
professional liability insurance for salon services; and
product liability cover relating to its storage, demonstrations, alterations or onward supply.

Evidence of insurance may be requested for a distributor, exclusive partner or higher-risk salon programme.

36. Buyer responsibility and indemnity

To the extent permitted by law, the Buyer is responsible for losses, claims, recalls or regulatory costs caused by its:

unauthorised product claim;
relabelling, repackaging or modification;
improper storage or handling;
failure to follow a stop-sale or recall instruction;
negligent salon treatment or demonstration;
unlawful advertising;
sale outside an approved market; or
breach of applicable law or these Terms.

The Buyer will indemnify Miomosa against third-party claims to the extent directly caused by those acts or omissions.

Miomosa remains responsible for losses caused by its own breach, negligence, defective manufacturing or legal non-compliance.

37. Limitation of liability

Nothing in these Terms limits liability that cannot lawfully be limited, including liability for:

fraud or deliberate misconduct;
death or personal injury caused by negligence;
gross negligence where exclusion is prohibited;
mandatory product liability;
breach of confidentiality or data-protection obligations; or
infringement or misuse of intellectual property.

Subject to the above, neither party is liable for indirect or consequential loss, loss of anticipated profit, loss of opportunity or reputational loss that was not reasonably foreseeable when the order was accepted.

Miomosa’s aggregate contractual liability relating to an order will not exceed [THE AMOUNT PAID FOR THE AFFECTED ORDER / OTHER NEGOTIATED CAP], except for liabilities expressly excluded from the cap above.

This limitation should be adjusted in a signed distribution or exclusivity agreement where the commercial scale or risk requires a different allocation.

38. Compliance with laws

Each party must comply with laws applicable to its activities, including those concerning:

product safety;
cosmetics and chemical mixtures;
advertising and product claims;
consumer protection;
competition;
data protection;
anti-bribery;
sanctions and export controls;
employment; and
tax.

The Buyer is responsible for licences and permissions required to operate its store, salon, website or distribution business.

39. Force majeure

Neither party is liable for delay or failure caused by events outside its reasonable control, including natural disasters, fire, severe weather, epidemic, war, government restriction, transport disruption, industrial action, utility failure or critical supplier interruption.

The affected party must:

notify the other party;
take reasonable steps to reduce the effect; and
resume performance when reasonably possible.

If the event continues for more than 7 days, either party may cancel the affected undelivered order by written notice. Amounts paid for products that will not be supplied will be refunded, less properly agreed non-recoverable custom-production costs where applicable.

40. Duration and termination

The agreement begins when the wholesale account is approved or the first B2B order is accepted.

Unless the Commercial Schedule states otherwise, it continues until either party gives 30 days’ written notice.

Either party may terminate immediately where the other:

commits a serious breach that cannot be remedied;
fails to remedy a remediable breach within 14 days after notice;
repeatedly pays late;
becomes insolvent or ceases business;
engages in fraud or unlawful conduct; or
creates a serious product-safety or reputational risk.

Miomosa may suspend supply immediately while investigating a credible safety, compliance, counterfeit or payment concern.

41. Consequences of termination

On termination:

outstanding invoices become payable;
accepted orders will be completed or cancelled as agreed;
confidential information must remain protected;
the Buyer must stop presenting itself as an authorised partner; and
intellectual-property use must cease, except during an approved sell-off period.

Unless termination resulted from a safety concern, counterfeit activity, serious breach or unpaid debt, Miomosa may permit a sell-off period of 30 days for genuine, compliant and paid stock.

During sell-off, the Buyer must continue to follow these Terms. No expired, recalled, damaged or non-compliant product may be sold.

42. Notices

Formal notices under these Terms must be sent to the addresses in the Commercial Schedule by:

email with confirmation or other reasonable evidence of delivery;
recognised courier; or
registered post.

Routine orders and operational communications may use the agreed business contacts.

Each party must notify the other of changes to its notice details.

43. Assignment

The Buyer may not transfer its wholesale account, contract or rights without Miomosa’s written consent.

Miomosa may transfer the agreement as part of a genuine sale, restructuring or transfer of the Miomosa business, provided this does not materially reduce the Buyer’s contractual rights.

44. Entire agreement

These Terms and the documents listed in the order-of-precedence clause contain the entire agreement concerning the relevant B2B supply relationship.

They replace previous discussions or representations concerning that subject, without excluding liability for fraud.

45. Amendments

A negotiated amendment must be recorded in writing and accepted by authorised representatives.

Miomosa may update its standard terms for future orders by giving reasonable notice. Updated terms will not retrospectively change an accepted order unless required by law or agreed by both parties.

46. Waiver and severability

Failure or delay in exercising a right does not waive that right.

If a provision is found invalid or unenforceable, it will be adjusted or removed to the minimum extent necessary. The remaining provisions will continue to apply.

47. Governing law and jurisdiction

These Terms and B2B transactions are governed by Romanian law, excluding conflict-of-law rules that would require another law to apply.

The courts of Sibiu, Romania have exclusive jurisdiction, unless the parties agree to arbitration or applicable mandatory law requires otherwise.

The United Nations Convention on Contracts for the International Sale of Goods DOES NOT apply. This choice must be confirmed before using the agreement for international B2B sales.

48. Contact

Wholesale orders and commercial questions:

Borbel Elena Cerasela pfa

miomosaofficial@gmail.com

+40 (0) 749 67 60 03

Product-safety and compliance reports:

Elena Borbel
miomosaofficial@gmail.com
EMERGENCY BUSINESS TELEPHONE: +40 (0) 749 67 60 03