The following terms and conditions apply to all interactions on RosaHub's platform. Buyers agree to be bound by these terms and conditions and all applicable laws and regulations by interacting with the platform. Buyer is prohibited from using or accessing the platform if Buyer does not agree with any or all of these terms.

The materials contained in this website are protected by applicable copyright and trademark laws. RosaHub's Help Center and amendments thereto are considered part of these terms and conditions as if incorporated herein. RosaHub reserves the right to amend and update its terms and conditions and help center without prior notice.

Please read the Terms carefully. By signing up to RosaHub (directly with us or through a third party application, plug-in, extension or integration) you agree and accept these Terms, to the use of personal data and cookie usage stated on our Cookie Statement.

The Buyer may not rescind (ontbinden) its agreement to these terms and conditions in its entirety or part. The Buyer may not suspend (opschorten) compliance with its obligations under or in connection with these terms and conditions on whatever grounds.

All orders accepted by RosaHub S.R.L (hereinafter together referred to as "RosaHub") and all quotations accepted by the Buyer are subject to the following terms and conditions, which shall prevail over any other terms or conditions, unless otherwise expressly agreed to in writing by RosaHub. RosaHub reserves the right to alter these terms and conditions at any time at its own will.

Use of the platform is limited only to parties that do not qualify as a “consumer” under the Romanian Civil Code. The Buyer hereby declares that all orders placed are in the context of and solely for business purposes only. The Buyer also declares that they understand and acknowledge that any indication that the order is placed in a private capacity may lead to access to RosaHub’s services being terminated, and all outstanding amounts being due for payment.

RosaHub maintains the following terms in relation to payments for goods sold:

• Payment must be made in advance, upon checkout, unless written agreement to the contrary has been expressly granted by RosaHub.
• Any advance payment must be received by RosaHub within 5 business days after placing the Order. The Order will automatically expire in case RosaHub does not receive payment in full within 5 business days.
• Deferred payments not received when payable will be considered overdue. In such a case, RosaHub is entitled to charge a late payment fee of 0.1% per day on the remaining unpaid balance every day the payment is delayed.
• The late payment fee leaves RosaHub’s right to claim its actual damages as a result of non-payment unaffected. In particular, in case of late payment, in addition to the late payment fee (to this extent parties deviate from Article 6:92 (2) Romanian Civil Code), RosaHub may claim statutory interest over any payment due.
• In addition, in case of late payment, RosaHub is entitled to charge extrajudicial collection costs (buitengerechtelijke incasskosten) of 15% of the outstanding amount with a minimum of EUR 1000,-.
• The Buyer shall bear all fees related to payment of the agreed amount.
• Repayments are allocated first to the late payment fee, then to the deferral fee (if applicable) and then to the extrajudicial collection costs (buitengerechtelijke kosten). Only after these items are settled will repayments be allocated to the rest of the outstanding amount.
• The Buyer authorizes RosaHub to take all such steps as are deemed necessary to verify all information provided by the Buyer independently and to check the Buyer's creditworthiness. The Buyer understands that these checks may include contacting Credit Reference Agencies (CRAs), fraud and money laundering prevention agencies, and the electoral register and providing them with information (such as payment behavior data) about the Buyer. RosaHub may also conduct periodic searches and establish ongoing monitoring at CRAs to manage the Buyer's account.

RosaHub maintains the following terms for the price of goods:

• The price of the goods shall be the quoted price shown at checkout. RosaHub reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any material increase in the cost to RosaHub due to any factor beyond the control of RosaHub.
• Prices on the platform exclude any applicable Value Added Tax (VAT) unless otherwise specified. RosaHub will charge the Buyer VAT at checkout if required by law. RosaHub shall use the VAT number and shipping address, both provided and verified by the Buyer, for this purpose.
• RosaHub is free to change the prices shown on the platform as frequently as desired and may do so without providing its Buyers prior notice. RosaHub reserves the right to change the value of any discounts distributed via any marketing channels or made available on our website without prior notice.

RosaHub maintains the following general terms for shipments and delivery of goods:

• Delivery of goods is made through a shipping carrier, facilitated by the Seller or RosaHub. RosaHub typically notifies the Buyer upon dispatch of goods.
• Unless otherwise confirmed in writing, goods will be delivered to the shipping address provided at checkout. It is the Buyer's responsibility to accept the delivery of goods and/or collect goods from a collection point in cases where a delivery attempt has failed.
• Any refusals of shipments or non-collections by the Buyer may incur an additional fee.
• Orders may be subject to a minimum order value ("MOV") as determined occasionally by RosaHub. RosaHub reserves the right to change the MOV without prior notice. Orders below the MOV will not be accepted.
• RosaHub reserves the right to wholly or partially cancel an order if (i) it desires without prejudice to any other right or if (ii) some or all of the goods are deemed undeliverable by RosaHub. Once an order has been placed, the Buyer relinquishes the right to cancel the order under any circumstance.
• Goods consolidated and/or collected from either RosaHub's appointed warehouse or a third-party designated warehouse are sold and prepared Ex-Works ("EXW") and not insured by RosaHub for damaged, lost, missing, and suspected stolen items.
• Lead and processing times mentioned across RosaHub's platform are approximate and are not guaranteed.
• Any dates quoted for delivery of the goods are approximate and cannot be guaranteed. RosaHub shall not be liable for any delay, irrespective of the cause. The goods may also be delivered in advance of the quoted delivery date.
• Should the Buyer receive goods in quantities greater than invoiced or additional goods otherwise not invoiced:
  • - The Buyer must notify RosaHub immediately after delivery.
  • - RosaHub reserves the right to charge the Buyer for additional goods received at an additional cost or request that the goods are returned.

RosaHub maintains the following terms for risk to and property of goods sold:

• Risk of damage to, or loss of, goods will pass to the Buyer once said goods either:
  • - Have been collected by the Buyer from an address agreed upon in writing with the Seller or RosaHub.
  • - Have been provided to the relevant shipping carrier by the Seller or RosaHub.
• All goods sold on RosaHub's platform are sold and shipped on a Carriage Paid To ("CPT") basis unless it's agreed between RosaHub and the Buyer, prior to placing an order, that the Buyer wishes to consolidate and/or collect goods from either RosaHub's appointed warehouse, or a third-party designated warehouse, wherein goods are prepared for collection on an Ex-Works ("EXW") basis; protection is not available for orders placed on an Ex-Works basis.
• For orders on an Ex-Works basis, RosaHub's liability ends once the goods have been made available for collection and notified to the Buyer. For all other shipments, RosaHub's liability ends once the goods are handed to a carrier at origin.
• Notwithstanding delivery and the passing of the risk of said goods to the Buyer, full ownership of the goods will remain with RosaHub until RosaHub has received in cash or cleared funds payments of the total purchase price of the goods (including but not limited to any additional costs such as shipping, commission, and any late payment or deferral fees).
• Once the Buyer checks out, RosaHub deems the order as final and amendments are not allowed. If the Buyer chooses to pay by Bank Transfer, RosaHub deems the order final upon receipt of payment and reserves the right to cancel the order if payment is not received timely.

RosaHub maintains the following terms for product information across its platform and communications:

• All images across RosaHub's platform are for illustrative purposes only.
• RosaHub cannot guarantee that all relevant information is correctly displayed on all screen sizes.
• The Buyer is advised to access RosaHub on a large-screen desktop when placing products in the cart or proceeding to checkout.
• RosaHub considers the GTIN as the primary distinguishing factor for products. GTIN variation is allowed for substantial product similarities such as product brand, name, and volume, including but not limited to variations relating to product line versions.
• RosaHub cannot guarantee that the product version displayed in images across our platform is the version the Buyer will receive upon delivery.

The Buyer's responsibility is to ensure their desired shopping preferences are selected each time they log in to use RosaHub's platform to ensure that the items they buy are suitable for sale in the Buyer's intended resale market. Maintenance updates to RosaHub's platform may reset a buyer's shopping preferences. RosaHub shall not be held liable for any consequences should the Buyer fail to ensure their preferences are correct before placing an order.

It is the buyer's responsibility to comply with all country-specific import requirements when purchasing from a different region. Failure to meet these requirements may result in shipments being returned, lost, or destroyed by customs authorities. In such cases, no refunds will be issued.

The Buyer is responsible for checking that the items they receive are suitable for sale in the intended market of sale; RosaHub takes no responsibility for any sale of unauthorized goods, intentional or otherwise, by the Buyer.

Should the Buyer receive items contradictory to their shopping preferences, the Buyer may be eligible for a refund subject to RosaHub's terms and conditions.

Notification period requirements apply.

RosaHub’s Protected Shipping coverage is a required service on all orders to ensure the security of your goods during transit.

Compensation for recoverable losses is subject to RosaHub's terms and conditions, and in particular subject to the following provisions which include important limitations of liability:

• The Buyer fully indemnifies RosaHub for all costs and/or damages of any nature that result from a breach by the Buyer of any obligation under these T&Cs.
• Unless in case of intent or gross negligence on the part of RosaHub, RosaHub is not liable for any damage and/or costs of any kind related to the use by the Buyer of RosaHub’s platform, its account and the information provided, such as – without limitation – damage and costs as a result of improper functioning of the Platform, technical malfunctions, inaccurate information provided etc.
• RosaHub cannot be held liable for any consequential damages, delay damages, loss of profit or interest, or any other indirect losses of any kind.
• Notwithstanding the notification period applicable to any claim and/or refund (see below under “Claims and Refunds”), every compensation claim will in any event expire one year after the date on which the Buyer became aware or could reasonably have become aware of the damage and of RosaHub’s potential liability for the damage.

Should the Buyer desire to claim for their order:

• If the Buyer is eligible to make a claim on their order, it is the Buyer's responsibility to notify RosaHub within 10 business days and in accordance with RosaHub’s claims process. All claims are subject to RosaHub's terms and conditions. Failing to act as instructed might lead to your claim being rejected. The Buyer confirms that any claim made is legitimate and that the information provided to RosaHub as part of the claims process is true and accurate.
• RosaHub reserves the right to request further supporting evidence where the provided evidence of damaged, lost, missing, or stolen goods is not deemed sufficient.
• RosaHub reserves the right to reject a claim in cases where the Buyer refuses or fails to provide requested supporting evidence within the supplied timeframe.
• Upon notice to the Buyer that their claim is being investigated, the typical time frames provided are approximate and cannot be guaranteed. RosaHub is not bound by any time frame to provide a decision or refund.
• Administrative and operational costs, such as payment fees, are only refunded in some circumstances and provided at the discretion of RosaHub.
• RosaHub reserves the right to refrain from conversation pertaining to any claim during the investigative process and following RosaHub's final decision.
• After your claim is approved, we reserve the right to require the collection of the items associated with the claim. Failure to allow collection within the specified time frame may result in the revocation of your claim. In the event that we are unable to confirm the collection within the stipulated time frame, you are permitted to dispose of the items at your discretion.

At checkout, RosaHub provides the Buyer with several options to defer payment (i.e., a "Pay Later" amount) under RosaHub's Sell First, Pay Later programme as set out below.

RosaHub reserves the right to reject the Buyer’s application for the Pay Later programme, to reassess the Buyer’s eligibility or to amend the deferral limit that is available to the Buyer if RosaHub so deems appropriate or prudent, and to change the terms of the Pay Later programme at will.

The Buyer agrees to pay the full amount as specified on all invoices issued to them by RosaHub by the due date listed on the invoice. It is the Buyer's responsibility to ensure payment is received by RosaHub on time. Failure to do so may result in the order being considered overdue and the Buyer's account on RosaHub being blocked. All repayments are allocated first to the late payment fee, then to the deferral fee (if applicable), and only then to the rest of the outstanding amount.

RosaHub's Sell First, Pay Later service shall only apply to parties that do not qualify as a "consumer" under the Romania Civil Code. If the Buyer qualifies as a "consumer", they are prohibited from applying for or receiving from RosaHub any credit, loan, advance, or similar payment terms. By accepting these terms and conditions, the Buyer hereby declares that they do not qualify as a "consumer" as defined in the Romania Civil Code. Should it be found otherwise, access to RosaHub's services will immediately be terminated, and all outstanding amounts will be due for payment.

Subject to pre-approved options as defined by RosaHub on its website, the Buyer shall choose at checkout the applicable payment term for the Pay Later amount (the "Payment Term"). The Buyer agrees to pay RosaHub for the full outstanding Pay Later Amount on or before the date linked to the Payment Term selected and specified at checkout (the "Due Date"). RosaHub may change the available payment terms unilaterally after the date of checkout.

If the Buyer has made an error (heeft gedwaald) in relation to these terms of service above, it shall bear the risk of that error.

Concurrently, the Buyer agrees to pay RosaHub a deferral fee as compensation for being provided an extended payment term through the Pay Later option. The charged fee plus any VAT (if applicable) is automatically included on the invoice and the amount charged depends on various factors including the selected Pay Later Payment Term and Pay Later amount. The fee rate charged to the Buyer will be as agreed based on the terms selected by the Buyer and fee rates presented on the RosaHub website at time of checkout, included on the related invoice, and is visible on the Buyer's dashboard on the RosaHub website.

If, for any reason, the Buyer does not pay any or all of the Pay Later Amount on or before the Due Date; the Buyer shall be in default. In such case, RosaHub may, without providing further notice, declare all outstanding amounts immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced to the Buyer. RosaHub shall also be entitled to cancel outstanding orders or suspend any further deliveries without any liability to the buyer as well as use all and any payments from the Buyer against the overdue balance of the Buyer. Additionally, the Buyer shall pay an additional late payment fee on the remaining unpaid balance every day the payment is delayed.

In case of default, in addition to the aforementioned late payment fees and as outlined above in Terms of Payment, RosaHub is entitled to also charge (i) statutory interest over the amount due, and (ii) extrajudicial collection costs (buitengerechtelijke incasskosten) of 15% of the outstanding amount with a minimum of EUR 1000,-. In addition, RosaHub may seek assistance from (i) debt collectors, (ii) lawyers, or (iii) any other professional adviser and claim any additional costs in that regard from the Buyer.

Any Pay Later Payment Term granted is independent of the order or transaction made on RosaHub. In all cases in which the Buyer chooses the Pay Later payment option, the Buyer irrevocably and unconditionally waives all defences it may have, now or in the future, against payment of the Pay Later amounts to RosaHub. This means inter alia that the Buyer is not entitled to set-off any purported Buyer claims against RosaHub (for instance, but not limited to, claims in connection with outstanding support / refund claims) with RosaHub's claims for payment of the Pay Later amounts once due, or to otherwise refuse payment of the Pay Later amounts once due.

Referral limits are in place, subject to change without notice, with RosaHub retaining the right to adjust them based on operational considerations. The Referral Scheme is exclusively designed for referring new buyers with a valid intra-EU VAT number to RosaHub, and any form of self-referral or misuse will render participants ineligible for rewards, which may be removed at RosaHub's discretion. Participants are responsible for staying informed about any changes to the Referral Scheme, effective immediately upon communication through our platform. By engaging in the Referral Scheme, you agree to comply with these conditions as RosaHub aims to uphold the program's integrity.

1) Eligibility and Account Registration
Each RosaHub account must be registered to a unique, genuine, and verifiable business entity. Users may not create or operate multiple accounts to gain an unfair advantage through promotional offers, including but not limited to discount codes, referral links, or affiliate coupons.

2) Prohibited Conduct
Users are prohibited from circumventing this policy by registering multiple accounts under different legal entities, email addresses, corporate identities, or any other means that facilitate promotional abuse. This includes but is not limited to accounts sharing any of the following: delivery addresses, contact details, payment methods, or other identifying information.

3) Verification and Evidence
RosaHub reserves the right to request reasonable documentation to verify the independence and legitimacy of each business entity. Acceptable documents may include, but are not limited to:

• Government-issued identification of account holder(s)
• Proof of business ownership or control
• Official company registration documents (including registration number and incorporation date)
• Valid and active VAT registration number

All personal data collected for verification will be processed in accordance with RosaHub’s Privacy Policy and applicable data protection laws.

4) Referral Program Restrictions
Participation in RosaHub’s referral program is limited to new buyers representing businesses with no prior registration or transaction history on the platform. Self-referrals, referrals between affiliated or related businesses, or attempts to bypass these restrictions are strictly prohibited.

5) Detection and Enforcement
Upon reasonable suspicion or confirmation of promotional abuse or referral program violations, RosaHub may:

• Temporarily suspend or permanently deactivate the affected account(s)
• Cancel any pending or unfulfilled orders associated with the accounts
• Revoke any discounts, rewards, or benefits granted due to such abuse
• Retain payments received in respect of orders placed under abusive accounts to cover costs and damages reasonably incurred

Before taking enforcement actions, RosaHub will provide the account holder(s) with written notice of the suspected abuse and an opportunity to respond within a reasonable timeframe.

6) Chargebacks and Payment Disputes
RosaHub reserves the right to dispute any chargebacks, payment reversals, or bank/card disputes related to orders placed in violation of these terms, consistent with applicable payment regulations and card scheme rules (e.g., PSD2).

7) Limitation on Refunds
Refunds or returns arising from promotional abuse or referral program violations may be denied, except where required by mandatory consumer protection laws. Nothing in these terms limits your statutory rights under applicable law.

8) Legal Remedies
RosaHub reserves the right to pursue all available legal remedies, including debt recovery and injunctive relief, in cases of promotional abuse.

RosaHub may, at its sole discretion, provide promotional credit to the Buyer's account through various means, including but not limited to:

• The Referral Program
• Goodwill gestures
• Promotional campaigns or marketing initiatives

All promotional credit added to the Buyer's account will automatically expire six (6) months from the date it is credited to the account. Upon expiration, any unused promotional credit will be removed from the Buyer's account without notice and cannot be reinstated, refunded, or transferred.

RosaHub reserves the right to modify the expiration period, terms of use, or availability of promotional credit at any time without prior notice. Promotional credit cannot be exchanged for cash and holds no monetary value outside of the RosaHub platform.

If any or all of the following points hold:

• The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order (being an individual or firm); or
• Bankruptcy, insolvency or similar proceedings are initiated against the Buyer (whether filed for by third parties or by the Buyer itself); or
• Any proceedings for the liquidation or winding-up of the Buyer’s business are instituted, or Buyer petitions for or otherwise requests or proposes a reorganization, readjustment or rearrangement of its debts; or
• The Buyer repeatedly requests a (further) deferral of payment; or
• The Buyer sells its business or a substantial part thereof to any third party; or
• There is a change of control at the Buyer’s shareholder level; or
• An encumbrance or seizure order takes possession, or a receiver is appointed to any of the property, or assets of the Buyer; or
• The Buyer ceases or threatens to cease to carry on business; or
• Any other change occurs which has an impact on the relationship between RosaHub and the Buyer; or
• RosaHub reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer.

Then without prejudice to any other right or remedy available to RosaHub:

• RosaHub shall be entitled to cancel outstanding orders or suspend further deliveries without liability to the Buyer. If any goods have been delivered but not paid for, the payment shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.

RosaHub will not be liable for failure to perform due to Force Majeure. The term "Force Majeure" means any event beyond the reasonable control of RosaHub, including but not limited to:

• Fire, flood, earthquake, explosion, inclement weather, or unforeseeable natural occurrence or accident.
• Strikes, lock-outs, work-to-rule, or other labour disputes.
• War, civil unrest, acts of vandalism, or other violence.
• Law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency, civil or military authority.
• Global pandemics.
• Delay, cancellation, or disruption of travel arrangements.
• Illness or injury to personnel.
• Pre-emption, failure, degradation, or severance of any facility or equipment that RosaHub has procured for the provision of business.

Information on RosaHub's website and/or its platform is assumed to be unknown to the general public ("Confidential Information"). RosaHub protects its Confidential Information against unauthorized use and disclosure. As such, Buyer agrees that:

• All Confidential Information will remain RosaHub's exclusive property.
• Buyer will use Confidential Information only to evaluate potential purchases from RosaHub.
• Buyer will not disclose Confidential Information to any individual, company, or third parties.
• Buyer will notify RosaHub immediately upon discovering any unauthorized use of Confidential Information or any breach of this agreement.
• Upon RosaHub's request, Buyer will deliver to RosaHub all confidential information materials and, at our option, provide RosaHub with a written certification of compliance.

Buyer also agrees that you will not disclose information about RosaHub that is confidential or proprietary to you or any other person or company.

All communication will be conducted via the Buyer's email address and telephone number provided or the Buyer's dashboard on the RosaHub platform. Communication conducted via this medium will be deemed received, read, and legally binding.

RosaHub is free to revise these terms and conditions at any time and without notice. By using RosaHub's platform, Buyer agrees to be bound by the then current version of its Terms and Conditions.

The Buyer understands and agrees that they are ultimately responsible for repaying all outstanding amounts invoiced, including any interest, VAT, and fees, and are liable in case of default.

The Buyer shall bear full responsibility for their provided information, including but not limited to the Buyer's company name, company registration number, address, VAT number, bank account details and contact email. If it is found that the Buyer provided wrong information, whether intentional or not, RosaHub is allowed to declare all outstanding amounts invoiced immediately due and payable and demand full and immediate payment of all outstanding amounts invoiced. RosaHub cannot be held liable for any claims or losses (directly or indirectly) resulting from such wrong information provided by the Buyer.

RosaHub may (i) assign (overdragen) its rights under any invoice or (ii) transfer its legal relationship (rechtsverhouding) under any invoice (in each case, either in its entirety or in part) to another person. The Buyer hereby cooperates in anticipation of any assigning of rights or transfer of the legal relationship.

If and to the extent that any provision of these terms and conditions is held to be illegal, void, or unenforceable, this shall not affect the validity of the other provisions of these terms and conditions.

The agreement, these general terms and conditions, and any non-contractual obligations in connection with it are governed exclusively by Romania law, excluding the Vienna Convention for the International Sale of Goods.

The Cluj Napoca Court of Appeal has exclusive jurisdiction to settle all disputes in connection with the relation between RosaHub and the Buyer and these general terms and conditions, including disputes concerning its existence, validity, and any non-contractual obligations. Any disputes will be resolved following proceedings in English before the Chamber for International Commercial Matters ("NCC”) of the Cluj Napoca Court of Appeal, to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Romania law may be brought in the NCC in Summary Proceedings ("CSP”) in English / Romanian. Any appeals against NCC or CSP judgments will be submitted to the Cluj Napoca Court of Appeal Chamber for International Commercial Matters.