Terms & Conditions

Last updated: March 25, 2026

1. Scope of Application

These Terms and Conditions ("Terms") govern the business relationship between Era-Nova ("we", "us", "our") and its B2B partners ("Partner", "you", "your") regarding the distribution of cosmetics, perfumery, and related products. These Terms apply exclusively to business-to-business (B2B) transactions and are not intended for consumers.

2. Definitions

For the purposes of these Terms, the following definitions apply:

"Products" — cosmetics, perfumery, skincare, and decorative cosmetics offered for distribution.
"Authorized Partner" — a brand, distributor, or supplier with whom we have a documented cooperation agreement.
"Controlled Distribution" — our distribution model based on authorized channels, price integrity, and brand protection.

3. Partnership Process

To establish a business relationship, the following process applies:

You submit an inquiry via our contact form providing company details, business type, and product categories of interest.
We review all inquiries to verify that the applicant qualifies as an authorized brand, distributor, or supplier.
Upon approval, we discuss product range, pricing, volumes, and delivery terms.
A cooperation agreement is formalized outlining specific terms, minimum orders, and payment conditions.
Regular purchasing and distribution commence according to the agreed schedule.

We reserve the right to decline any inquiry without providing a reason. All requests are reviewed before cooperation is established.

4. Pricing and Payments

All product prices are quoted in EUR and do not include VAT unless otherwise stated. Prices are exclusive of shipping, customs duties, and other applicable taxes.

Payment terms are specified in the individual cooperation agreement. Standard terms require advance payment or payment within agreed deadlines from invoice date. We reserve the right to suspend deliveries in case of overdue payments.

5. Delivery Terms

Deliveries are made EXW (Ex Works) from our warehouse in Italy, unless otherwise agreed in writing. Risk of loss or damage passes to the Partner upon handover to the carrier.

Delivery times are indicative and subject to product availability. We shall not be liable for delays caused by force majeure, supplier issues, or circumstances beyond our reasonable control.

6. Intellectual Property

All intellectual property rights, including trademarks, logos, product formulations, and marketing materials, remain the exclusive property of the respective brand owners. These Terms do not grant any rights to use such intellectual property beyond the scope of distribution as explicitly authorized.

Partners are prohibited from modifying, rebranding, or repackaging products without prior written authorization from the brand owner.

7. Warranty and Product Quality

We warrant that Products are sourced from authorized supply channels and comply with applicable EU regulations. We do not provide additional warranties beyond those supplied by the brand manufacturer.

Claims regarding product defects must be reported within 48 hours of delivery, providing photographic evidence and order details. We will facilitate claims with the brand but cannot guarantee outcomes determined by the manufacturer.

8. Limitation of Liability

Our liability shall be limited to direct damages arising from our proven negligence or willful misconduct. We shall not be liable for:

Indirect, consequential, or punitive damages.
Loss of profits, business opportunities, or goodwill.
Damages arising from force majeure events.
Any actions or omissions of third-party carriers.

The total aggregate liability shall not exceed the value of the specific order giving rise to the claim.

9. Brand Protection

Partners agree to uphold the integrity of the brands they distribute. This includes:

Maintaining authorized sales channels only.
Adhering to recommended retail prices where applicable.
Not selling to unauthorized resellers or grey market operators.
Promptly reporting any suspected intellectual property violations.

Violation of brand protection terms may result in immediate termination of the cooperation agreement.

10. Termination

Either party may terminate the cooperation agreement with 30 days' written notice. We reserve the right to terminate immediately if:

The Partner breaches these Terms or the cooperation agreement.
The Partner engages in activities that damage brand integrity.
The Partner becomes insolvent or files for bankruptcy.

Upon termination, outstanding payments become immediately due, and the Partner must cease using brand materials.

11. Confidentiality

Partners agree to keep confidential all commercial information, pricing, supplier details, and business strategies disclosed during the cooperation. This obligation survives termination of the business relationship.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of Italy, excluding conflict of law provisions. Any disputes arising from these Terms or the cooperation agreement shall be subject to the exclusive jurisdiction of the Courts of Milan, Italy.

13. Contact Information

For questions regarding these Terms or to establish a business relationship, please contact us:

Era-Nova
Via IV Novembre 33
20093 Cologno Monzese (MI), Italy
VAT (P.IVA): IT12854150963
Email: info@era-nova.eu
Phone: +39 328 756 2792

14. Amendments

We reserve the right to amend these Terms at any time. The updated version will be posted on this page with a revised "Last updated" date. Continued cooperation following amendments constitutes acceptance of the updated Terms.