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Terms and Conditions Wholesale

General terms and conditions of sale and delivery US Cosmetics B.V. 

Article 1 GENERAL

  1. These terms and conditions apply, to the exclusion of other terms and conditions, to the delivery of all goods and / or services of any nature whatsoever from US Cosmetics BV, at Ericssonstraat 2, 5121 Rijen, registered with the Chamber of Commerce under number 77271939, hereinafter referred to as "Seller". Deviations from these terms and conditions must only be agreed in writing with the seller.
  2. In these terms and conditions, “buyer” is understood to mean any natural or legal person, other than consumers, who has concluded or wishes to conclude an agreement with the seller, and in addition to this, his representative (s), authorized representative (s) assignee (s) and heirs.

  3. In these terms and conditions, “goods” / “the delivered” means all goods in the broadest sense of the word as well as services that are delivered by the seller to the buyer.

Article 2 OFFERS

  1. All offers from the seller are without obligation, both with regard to prices and numbers and the time of delivery of the goods, unless otherwise agreed in writing. Price offers are exclusive of VAT.

  2. Binding agreements are only concluded by written acceptance or confirmation of the order by the seller or if the order of the other party has actually been executed. The order confirmation is deemed to represent the order correctly and completely, unless otherwise notified in writing by the other party before the actual delivery.

  3. Any additional agreements or changes made later, as well as agreements or promises by the seller's personnel, only bind the seller if they have been confirmed by the seller in writing.

  4. Agreements with subordinate employees of the seller do not bind the latter, insofar as they have not been confirmed by him in writing. All employees and employees who have no power of attorney are to be considered subordinate in this context.

  5. Before further executing the agreement, the seller is entitled to demand from the client security or full or partial advance payment with regard to the fulfillment of its entire payment obligation.

  6. The seller reserves the right to refuse orders and / or assignments and / or orders without giving any reason.

  7. The seller is not liable for errors and deviations in price, images, drawings and statements of numbers, sizes and weights in overviews and with (non-binding) quotations and / or order confirmations.

Article 3 FREIGHT, IMPORT DUTIES, CHARGES AND TAXES

  1. Every sale on landing takes place under the explicit conditions that the price / prices are based on the cost factors applicable at the time of the conclusion of the (purchase) agreement, such as: raw material prices, export duties in the area of ​​origin, freight and insurance, unloading costs, import duties, duties and taxes.

  2. Any advantages or disadvantages at the time of departure / arrival / delivery will be credited or borne by the buyer.

Article 4 DELIVERY AND RISK

  1. Within the Netherlands, delivery takes place free domicile for shipments from € 1000.00 net excluding VAT. For shipments below this amount, the seller will charge costs for freight and handling.

  2. In case of delivery carriage paid, the goods travel at the expense and risk of the buyer. The mode of transport is at the discretion of the seller.

  3. War risk is always borne by the buyer.

  4. If it has been agreed that the goods will be delivered by direct supply from abroad, the risk of incorrect - both quantitative and qualitative -, late and no arrival, as well as the risk of and during the delivery, is entirely at the expense of the buyer.

  5. If the shipper or carrier or the person from whom and / or the person with whose mediation the goods purchased abroad are obtained, in whole or in part, after due summons, fails to fulfill his obligations, regardless of on what grounds or for whatever reason, the seller has the right to cancel the agreement with the buyer.

  6. Cancellation on the aforementioned grounds means that the buyer will not be able to claim compensation from the seller.

  7. In the event of delivery carriage paid, the seller is obliged to transport the goods to where the vehicle can reach a properly driveable (made) terrain. The buyer is obliged to receive the goods there and to unload them immediately. If the buyer fails to do so, the resulting costs will be for his account.

Article 5 DELIVERY TIMES

  1. The delivery period is determined on the condition that the circumstances remain the same as at the time of the conclusion of the agreement and does not explicitly create a strict deadline.

  2. In the event of a delay in the delivery because circumstances change, the delivery time will be extended by the duration of this delay. The seller will inform the other party in good time of any delay. Delayed delivery does not entitle the other party to terminate the agreement or to claim compensation.

  3. Nor is the buyer entitled to refuse to take delivery of the goods delivered and / or to refuse to pay the agreed purchase price if the agreed delivery time is exceeded. If the buyer nevertheless refuses to take delivery of the delivered goods, the seller is entitled to store the delivered goods elsewhere at the expense of the buyer, without prejudice to the obligation to pay the agreed purchase price.

  4. The seller reserves the right to deliver the goods before the final delivery date.

Article 6 ACCEPTANCE AND ADVERTISING

  1. Inspection of the nature, quality and condition of the delivered goods rests with the buyer. If a complaint is not made immediately upon receipt, the information as stated on the consignment notes, delivery notes or similar documents will be recognized as correct.

  2. Complaints about defects or damage must, in order to be valid, be noted by the buyer on the receipt. Damage must also be recorded by the buyer on visual material, which images are provided to the seller by the buyer.

  3. Quality complaints or deviations from the specifications will only be dealt with by the seller if they have reached the seller in writing directly, within five days of delivery of the goods delivered, with an accurate statement of the nature and grounds of the complaints and the provision of the visual material.

  4. Complaints about invoices must also be submitted in writing, under penalty of forfeiture of rights, and within eight days of the date of dispatch of the invoices.

  5. No complaints will be accepted on parties that have been opened or that have been processed in whole or in part.

  6. Complaints do not entitle the buyer to suspend payment, while set-off is expressly excluded.

  7. If the complaint is justified, the seller will, at his option, either pay fair compensation of no more than the invoice value of the complained part of the delivered goods, or replace the goods after returning the originally delivered goods. The seller is not obliged to pay further compensation. Immaterial damage and damage suffered by third parties and / or damage other than direct financial damage will never be compensated.

  8. Any differences between the quantities actually delivered or the number of packages and what has been agreed between the parties must be noted by the buyer on the receipt in order to be valid. The buyer must inform the seller of this within five days of receipt of the delivery.

  9. If goods are missing on delivery, and this can be attributed to the seller, the seller reserves the right to deliver the missing part or cancel the remaining order within two weeks after receipt of notice from the buyer. The seller is not liable for damage suffered by the buyer as a result of deviations in the scope of the delivery. Insofar as deliveries have been invoiced but not delivered, the buyer will receive a credit note.

Article 7 QUALITY, LIABILITY

  1. Unless explicitly stated otherwise at the time of sale, normal quality will be delivered. The actual shelf life of the delivered goods can never be guaranteed. The seller is not further liable for the consequences of the delivery of goods that, without the knowledge of the seller, infringe the intellectual property of third parties, up to a maximum of the value of the goods concerned.

  2. Except for warranty conditions explicitly agreed in writing or warranty certificates issued by the seller, the seller does not grant any other guarantees than the warranty which it receives from its suppliers / manufacturers and which guarantees are transferable.

  3. The seller accepts liability for damage suffered by the buyer as a result of a failure attributable to the seller in the performance of the agreement, if and insofar as this liability is covered by his insurance, up to the amount of the payment made by that insurance. . The seller is not liable for damage caused by intent or gross negligence on the part of the seller's subordinates and / or third parties engaged by him. The seller is never liable for consequential damage. As a result of full or partial non-compliance with the agreement, failure with regard to the method of delivery of defective products, late delivery, defects with regard to transport, unloading, the provision of advice, etc., except in the case of gross negligence from seller.

  4. The period within which the seller can be held liable for compensation for the damage is in all cases, and under penalty of forfeiture of rights, limited to a period of one year after the harmful event occurred.

  5. If the insurer of the seller does not pay out for any reason, the liability is limited to the invoice amount with a maximum of € 1,000.00 (in words: one thousand euros).

  6. Insofar as the buyer's non-compliance with his contractual or legal obligations results in the seller being held liable towards third parties, the buyer hereby undertakes to indemnify the seller against all consequences of this liability.

  7. The seller is never liable for damage or injury that arises to the goods delivered or to persons or objects as a result of the unloading of the goods. The buyer is aware that the delivered goods may contain fragile materials. The buyer will take this into account when unloading.

  8. The buyer has the right to assess a sample for inspection prior to the order. If the sample is approved, the buyer has no right to refuse the subsequent delivery if the sample and the delivery agree. If the buyer refrains from inspecting a sample, this will be at the buyer's risk.

  9. The seller is not liable for claims against the buyer by trademark owners of products delivered by the seller on the basis of agreements between this trademark owner and the buyer.

Article 8 FORCE MAJEURE

  1. During force majeure, the seller's delivery and other obligations are suspended. If the period, in which fulfillment of the obligations by the seller is not possible due to force majeure, lasts longer than six months, the parties are entitled to dissolve the agreement without judicial intervention, without an obligation to pay compensation in that case.

  2. If the seller has already partially fulfilled his obligations or can only partially fulfill his obligations when the force majeure commences, the seller is entitled to separately invoice the already delivered or the deliverable part and the buyer is obliged to pay this invoice as concerned it is a separate contract.

  3. Force majeure within the meaning of this article is understood to mean an inability to perform due to circumstances that were unforeseeable at the time of the conclusion of the agreement and that cannot be attributed to the seller. This will include: non-delivery or late delivery or improper delivery by the seller as a result of environmental disasters, war, strike, excessive absenteeism of personnel or shortage of personnel, weather conditions, computer failures, malfunctions or defects in information systems of seller or its suppliers, lack or withdrawal of transport options and import and export restrictions or closure of national borders.

Article 9 RETURNS

  1. Return shipments will not be accepted by the seller unless he has given prior written consent from the seller.
  2. If the seller agrees to the return of delivered goods, the buyer must always return carriage paid and stating the invoice number (s) and the date of delivery.

  3. After receipt of the return shipment in accordance with paragraphs 1 and 2 of this article, the buyer will be credited with a deduction of at least 10% of the invoice value, in order to combat administration and warehouse costs, among other things.

  4. The receipt of goods returned by the buyer never implies any acknowledgment on the part of the seller of any error or shortcoming in the performance alleged by the buyer.

  5. If goods are returned in accordance with article 6 on the basis of a well-founded complaint, the seller will arrange for transport. 6. It is not possible to return goods if there is an incorrect order by the buyer or if there is an order for goods that do not meet the expectations of the buyer on receipt but do correspond to the order. This risk is borne by the buyer.

Article 10 RESERVATION OF OWNERSHIP

  1. All goods delivered by the seller remain the property of the seller until full compliance with all that the buyer, for whatever reason, is obliged to do towards the seller. This includes in any case the consideration with regard to goods delivered and / or to be delivered, the consideration with regard to services performed and / or to be provided by the seller as well as all claims due to non-compliance by the buyer and settlement of current account balances, including interest and costs.

  2. If the buyer does not, not timely or not properly fulfill one or more of his contractual obligations, if the buyer files for bankruptcy or (provisional) suspension of payments, is declared bankrupt, his / her company is fully or partially transfers, liquidates or discontinues, if the assets of the buyer are wholly or partially seized, the buyer is in default and the seller has the authority to consider the agreement as dissolved in whole or in part without any notice of default or judicial intervention being required, regardless of its further right to claim performance, compensation and suspension. In those cases, any claim that the seller may have on the buyer is immediately and immediately due and payable.

  3. As long as the ownership of the goods has not passed to the buyer, the latter may not pledge the goods, transfer ownership or grant any other right to them to third parties. Determining this is intended to have legal effect. The buyer is obliged to keep the goods delivered under retention of title with due care and as the recognizable property of the seller. In the event of sale and / or delivery by the buyer to third parties in the course of his normal business, as well as in violation of the above provisions before the payment term has expired, the purchase price becomes immediately due and payable, irrespective of the stipulation to the contrary.

  4. The seller, who wishes to exercise his right to retention of title, is granted access by the buyer to the goods delivered by him. Insofar as necessary, the buyer irrevocably authorizes the seller to exercise his right to take back.

  5. The costs arising from the exercise of his property rights by the seller are for the account of the buyer.

Article 11 PAYMENTS

  1. Unless otherwise agreed, payment must be made in advance, without set-off and in Dutch currency, unless the parties explicitly agree in writing on a different currency, which the buyer is then obliged to pay. Seller may charge a credit limitation surcharge and / or require prepayment or other guarantees. The payment term is a deadline.

  2. If the buyer does not pay within the period referred to in paragraph 1 of this article, the default will commence by operation of law, and the buyer will owe the seller default interest of 1.5% of the invoice amount for each month that the buyer has paid. is in default. For the calculation of the interest, part of the month counts as a whole month.

  3. Payment made by the buyer, irrespective of the destinations indicated by the seller, will always be used to settle all interest and costs owed and subsequently payable invoices that have been outstanding the longest.

  4. Notwithstanding the foregoing, the buyer owes the seller all costs that the seller incurs to collect the amounts owed to the seller and to insure his rights, including both judicial and extrajudicial collection costs, without prejudice to the seller's authority to pay compensation in addition. to request damages, costs and interests arising for the seller from non-, late or improper fulfillment or dissolution of the agreement concluded between the parties.

  5. These judicial and extrajudicial collection costs also include the collection, office and settlement costs of lawyers, bailiffs and loss adjusters.

Article 12 FAILURE OF BUYER

  1. If the buyer does not fulfill his obligations within three working days after having been given notice of default by the seller, the seller is entitled to cancel the agreement immediately without legal intervention, while retaining any right to compensation, all this without prejudice to the provisions in article 7.

Article 13 SERVICES

  1. Without prejudice to the provisions of the previous articles, the following provisions also apply if the seller provides services as well as the provision of advice and assistance to or on behalf of the buyer.

  2. The seller will perform the services with care, where appropriate in accordance with the agreements and procedures laid down in writing with the buyer.

  3. Without prejudice to the provisions of article 5, the seller will inform the buyer as soon as possible if the time of completion of the services will be affected by changes in the agreement or in the conditions for execution or force majeure. With regard to assignments for services, the seller has a best efforts obligation to deliver that which has been agreed. There is never a result obligation.

Article 14 INTERNATIONAL AGREEMENTS AND DELIVERIES

  1. The Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) does not apply to contracts with the seller.