Terms & Conditions
Article 1: Definitions
In these General Terms and Conditions the following words shall have the following meaning:
Imperium Henna/Seller: the user of these General Terms and Conditions, established in Amersfoort, registered at the Dutch Chamber of Commerce number 68941218, hereafter ‘Seller’.
Other Party: each natural person, legal body, partnership, limited partnership or other entity that enters into or has entered into an Agreement with Seller, or to who an offer or proposal is or has been made or extended by or on behalf of a Seller, or to who or by order of who a delivery is or has been made by or on behalf of a Seller, or by order of or for the benefit of who one or more services is or has been performed by or on behalf of a Seller.
Parties: both Seller and Other Party.
Agreement: any agreement that is concluded between Parties- whether orally or in writing- regarding the purchase of goods and/or the delivery of services.
Article 2: Applicability of General Terms and Conditions
1. These General Terms and Conditions shall apply to all quotations, offers, Agreements and deliveries of services or goods by or on behalf of the Seller.
- The applicability of the general terms and conditions of the Other Party are hereby expressly excluded.
- Deviation from these General Terms and Conditions is possible only with the express consent of Seller in writing. Seller shall retain the right to attach conditions to such consent.
Article 3: Payment
1. The full purchase price is always due and payable upon the placement of an order, except where indicated otherwise.
- Seller has the right to an advance payment before the goods are shipped or before the delivery of the services. The Other Party will receive a confirmation of the advance payment and the order, stating the expected time of delivery.
- If the Other Party fails to pay in time, he shall-without notice- be in default and be granted a limited period of time to cure the default.
- If the Other Party fails to cure the default within the indicated period of time, Seller is entitled to suspend any and all of his contractual obligations, without prejudice to his right to claim damages.
- If the Other Party defaults, the Seller will proceed to collect the debt. The costs related to that collection are for the account of the Other Party. These collection costs are calculated on the basis of the Reimbursement for Extrajudicial Collection Costs Decree.
- In the event of liquidation, bankruptcy, seizure or suspension of payment of the Other Party, the claims of the Seller on the Other Party are immediately claimable.
- If the Other Party refuses his cooperation in the execution of the order by the Seller, he is still obliged to pay the agreed price to the Seller.
Article 4: Offers, quotations and price
1. Offers are free of obligation, unless a period of acceptance is specified in the offer. If the offer is not accepted within that stated period, the offer will expire.
2. Delivery times in quotations are indicative and do not give the Other Party the right to dissolution or compensation if they are exceeded, unless the parties have explicitly agreed otherwise in writing.
3. Offers and quotations do not automatically apply to repeat orders. Parties must agree explicitly and in writing.
4. The price stated on offers, quotations and invoices consists of the purchase price including the VAT owed and any other government levies.
Article 5: Right of withdrawal
1. After receiving the order, the Other Party is entitled to dissolve the agreement within 14 days without giving any reason (right of withdrawal). The period starts from the moment that the (entire) order is received by the Other Party.
2. There is no right of withdrawal if the products are tailor-made according to its specifications or have a short shelf life.
3. The Other Party can use a Seller’s withdrawal form. The Seller is obliged to make this available to the Other Party immediately after the Other Party’s request.
4. During the cooling-off period, the Other Party will handle the product and the packaging with care. He will only unpack or use the product to the extent necessary to assess whether he wishes to keep the product.
- If the Other Party exercises his right of withdrawal, he will return the unused and undamaged product with all supplied accessories and – if reasonably possible – in the original shipping packaging to the Seller, in accordance with the reasonable and clear instructions provided by the Seller.
Article 6: Amendment of the agreement
1. If during the execution of the agreement it appears that for a proper execution of the assignment it is necessary to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the implementation may be affected. The Seller will inform the Other Party of this as soon as possible.
3. If the change or supplement to the agreement has financial and / or qualitative consequences, the Seller will inform the Other Party in writing in advance.
4. If the parties have agreed on a fixed price, the Seller will indicate to what extent the change or supplement to the agreement will result in this price being exceeded.
5. The Seller cannot charge additional costs if the change or supplement is the result of circumstances that can be attributed to Seller.
Article 7: Liability
- Should the Seller be liable, such liability is limited to what is specified in this clause.
- The Seller is not liable for loss, of whatever nature, occurring because the Seller has based itself on incorrect and/or incomplete information provided by the Other Party.
- Should the Seller be liable for any loss, the Seller’s liability is limited to a maximum of the invoice value of the order or, at any rate, to that part of the order to which the liability relates.
- The Seller’s liability is in any case always limited to the amount of the payment made by its insurer where applicable and subject to a maximum of the amount covered and paid out under the Sellers liability insurance.
- The Seller is liable only for direct damage, losses or costs and suchlike resulting from a serious failure attributable to the Seller, insofar as this failure demonstrably arises from wilful misconduct or deliberate recklessness. The Seller is never liable for trading losses, consequential damage and/or indirect damage, losses or costs and suchlike.
- Direct loss refers exclusively to reasonable costs of establishing the cause and extent of the loss, insofar as their establishment relates to loss as defined in these terms and conditions, any costs reasonably incurred in order to make the Seller’s defective performance conform to the contract, to the extent that this is attributable to the Seller and reasonable costs incurred to avert or mitigate the loss, insofar as the Other Party proves that such costs have led to the mitigation of direct loss as defined in these terms and conditions.
- The Seller is never liable for indirect loss and/or damage, including consequential loss, loss of profit, lost savings and business interruption losses.
- The limitations on liability contained in this clause are not valid if the loss may be attributed to gross negligence or intent on the part of the Seller or its employees in a managerial position.
- All the Other Party’s rights of claim towards the Seller lapse one year after the date of the incident on which the claim is based.
Article 8: Confidentiality
The Other Party is obliged to treat as confidential information all that becomes known to him in the context of the execution of the agreement, and to keep it confidential and to stipulate the same for employees and third parties involved in the execution of the agreement.
- If the Other Party acts contrary to the previous paragraph, he will owe an immediately payable fine of € 5,000.00, increased by € 250.00 for each day that the violation continues.
Article 9: Samples and models
1. If a sample or model has been shown or provided to the Other Party, then it is presumed to have been provided only as an indication, without the goods to be delivered having to meet that quality standard. This is different if the parties have expressly agreed that the item to be delivered will correspond to this quality standard.
2. In the case of agreements concerning immovable property, indication of the surface area or other dimensions and indications is also presumed to be intended merely as an indication, without the object to be delivered having to meet that.
Article 10: Delivery, transport, packaging, transfer of risk
1. Delivery takes place “ex factory / store / warehouse”. This means that all costs are for Other Party.
2. The Other Party is obliged to take delivery of the goods at the moment that the Seller delivers them to him or has them delivered, or at the time when these goods are made available to him in accordance with the agreement.
3. If the Other Party refuses to take delivery or is negligent in providing information or instructions that are necessary for the delivery, the Seller is entitled to store the item for the account and risk of the Other Party.
4. If the goods are delivered, the Seller is entitled to charge any delivery costs.
5. If the Seller needs information from the Other Party for the implementation of the agreement, the delivery time starts after the Other Party has made this information available to the Seller.
6. A delivery period specified by the Seller is indicative. This is never a deadline. If the period is exceeded, the Other Party must give the Seller written notice of default.
7. The Seller is entitled to deliver the goods in parts, unless the parties have agreed otherwise in writing or do not attribute independent value to partial delivery. Upon delivery in parts, the Seller is entitled to invoice these parts separately.
- As soon as the purchased item has been received by the Other Party, the risk passes from Seller to Other Party.
- The General Transport Conditions (AVC) apply to all transports that Seller takes on and / or is carried out on its behalf by others as far as domestic transport is concerned and the CMR conditions as far as cross-border transport is concerned. In the event of a conflict between a provision of the AVC or CMR conditions and the present general conditions, the present general conditions will prevail.
- Packaging supplied via the Seller, insofar as it is not intended for single use, including but not limited to pallets and crates, remains the property of the Seller.
Article 11: Force majeure
1. If the Seller cannot fulfill his obligations under the agreement due to force majeure, not in time or properly, he is not liable for damage suffered by the Other Party.
2. Force majeure means in any case any circumstance that the Seller could not take into account at the time the agreement was entered into and as a result of which the normal performance of the agreement cannot reasonably be required by the Other Party such as, for example, illness, war or danger of war, civil war and riot, molestation, sabotage, terrorism, energy disruption, flood, earthquake, fire, company occupation, strikes, worker exclusion, changed government measures, transport difficulties, and other disruptions in the Seller’s company.
3. The parties also understand by force majeure that suppliers who are dependent on the Seller for the performance of the agreement do not fulfill the contractual obligations towards the Seller, unless the Seller can be blamed for this.
4. If a situation as referred to above occurs as a result of which the Seller cannot meet his obligations towards the Other Party, then those obligations will be suspended as long as the Seller cannot meet his obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing.
5. If the force majeure continues for longer than three months, the Other Party has the right to terminate the agreement with immediate effect. Dissolution can only be done by registered letter.
Article 12: Transfer of rights, retention of title
1. Rights and duties of one party to this agreement cannot be transferred without the prior written consent of the Other Party. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
- The items delivered under the contract by the Seller will remain the property of the Seller until the Other Party has duly fulfilled all obligations under the contract(s) entered into with the Seller.
Article 13: Technical requirements and audits
- If the goods to be delivered in the Netherlands must be used outside the Netherlands, the Seller is not responsible for the goods to be delivered complying with the technical requirements, standards and / or regulations set by laws or regulations of the country where the goods are to be used. This does not apply if, when concluding the agreement, the use abroad has been reported and all necessary information and specifications have been submitted.
- All other technical requirements that are set by the Other Party for the goods to be delivered and that deviate from the normal applicable requirements, must be explicitly recorded in writing / electronically by the Other Party when the agreement is concluded.
- Insofar as relevant, Seller has the right to inspect the business operations and / or administration of the Other Party – including the processes, procedures, regulations and standards used by the Other Party – twice a year, insofar as this is reasonably necessary to ensure compliance by the Other Party or to verify an agreement concluded between the parties. To this end, the Other Party will maintain true and correct records and documentation required for and with regard to the audit, and the Other Party will grant and enable access to its premises, employees, records and documentation. The Other Party must keep all administrative documents and documentation for a period of at least one year after termination of an agreement.
Article 14: Indemnity and responsibility of the Other Party
1. Imperium Henna is meant for professional use. Seller is not liable for any allergies among customers of the Other Party or damage and any other cause.
- The Other Party must always do a patch test in advance to prevent any possible allergies.
- The Other Party will indemnify the Seller against any claims by third parties who suffer loss in relation to the performance of the contract, where the cause is attributable to parties other than the Seller.
- Should the Seller be approached by third parties on this basis, the Other Party is obliged to support the Seller in and out of court and to immediately do all that may be expected of it in that case. Should the Other Party fail to take adequate steps, the Seller is entitled, without notice of default, to proceed to do so itself. All costs and loss incurred by the Seller and third parties as a result will be entirely at the expense and risk of the Other Party.
- The Other Party is personally responsible for ensuring that any necessary permits and/or exemptions are obtained with respect to the performance of the contract. The Seller will endeavour to cooperate in this respect and, if required, act as a contact person regarding the public bodies involved. The lack of the required permits and/or exemptions cannot justify the Other Party’s failure to fulfil its (payment) obligations to the Seller. The Other Party is obliged to comply strictly with all laws, regulations, rules, etc. which are imposed or declared to apply by the municipality, the fire brigade and/or other authorities with respect to the assignment. The same applies to laws and regulations not specifically defined in this clause. Any fines or periodic penalty payments imposed by the government, regardless of to whom they are addressed, as a result of breaches of the above or as a result of breaches of another obligation of the Other Party will be borne by the Other Party. The lack of permits or exemptions or failure to comply with the zoning plan does not constitute force majeure on the part of the Other Party.
Article 15: Warranties, investigations, duty to complain
- The items to be delivered by the Seller fulfil the customary requirements and standards which can reasonably be applied to them at the time of delivery and for which they are intended in the case of normal use in the Netherlands. The warranty mentioned in this clause applies to items intended for use in the Netherlands. In case of use outside the Netherlands, the Other Party must verify for itself that their use is fit for use there and meets the conditions imposed on it. In that case, the Seller may impose other warranty and other conditions with respect to the items to be delivered or the work to be carried out.
- The warranty mentioned in the first paragraph of this clause is valid for a period of three months after delivery, unless otherwise implied by the nature of the delivered items or unless the parties have agreed otherwise. If the warranty provided by the Seller relates to an item manufactured by a third party, the warranty is restricted to the period allowed for this by the manufacturer of the item, unless specified otherwise.
- All forms of warranty will expire if a defect has occurred as a result of or arising from improper or inappropriate use of the item(s) or use after the expiry date, incorrect storage or maintenance of the item(s) by the Other Party and/or by third parties when the Other Party or third parties have modified or attempted to modify the item(s), without the written permission of the Seller, have attached other items to them which should not be attached to it or if they have been processed or treated other than in the prescribed manner. Nor will the Other Party be covered by the warranty if the defect has occurred due to or as a result of circumstances over which the Seller has no control, including weather conditions (including but not exclusively extreme rainfall, storm or exceptional temperatures) etc.
- The Other Party is required to inspect the delivered items or to have them inspected as soon as the items are made available to it or the relevant work has been carried out. Here, the Other Party must verify that the quality and/or quantity of the delivered items corresponds to what was agreed and meets the standards agreed between the parties in this respect. Any visible defects must be reported to the Seller in writing within seven days after delivery. Any hidden defects must be reported to the Seller in writing at once, but in any case within fourteen days after discovery. The report must contain the most detailed description possible of the defect, so that the Seller can provide an adequate response. The Other Party must give the Seller the opportunity to investigate a complaint or to have it investigated.
- If the Other Party complains in a timely manner, this will not suspend its payment obligation. In that case, the Other Party will also remain obliged in any case to take delivery of and pay for other items ordered by it for which it has issued instructions to the Seller.
- If a defect is subsequently reported, the Other Party will no longer have a right to repair, replacement or compensation.
- If it is established that an item is defective and a complaint is made concerning this in a timely manner, the Seller will, at the Seller’s option, within a reasonable period of time after receiving the returned item or, if return is not reasonably possible, the written notification of the defect by the Other Party, replace the item or arrange for its repair or pay the Other Party alternative compensation. In case of replacement, the Other Party is obliged to return the item to be replaced to the Seller and to transfer ownership of it to the Seller, unless the Seller indicates otherwise.
- If it is established that a complaint is unfounded, the costs incurred as a result, including investigation costs incurred by the Seller as a result, will be borne in full by the Other Party.
- After the expiry of the warranty period, all costs of repair or replacement, including administration, shipping and call-out costs, will be charged to the Other Party.
- Notwithstanding the statutory limitation periods, the limitation period for all claims and defences regarding the Seller and the third parties contracted by the Seller for the performance of a contract, will be one year.
- With respect to property of the Other Party in the possession of the Seller, the latter will be justified in keeping such items in its possession until such time as all costs incurred by the Seller for the performance of the assignment from the same Other Party have been paid, unless the Other Party has provided sufficient security for such costs.
- Minor and/or standard deviations and differences in quality, number, size or finish cannot be invoked against the Seller. No complaints will be accepted after the Other Party has processed the goods.
Article 16: Intellectual property
- The Seller reserves the rights and powers assigned to it under the Dutch Copyright Act (Auteurswet) and other laws and regulations. The Seller has the right to use the knowledge acquired on its part through the performance of a contract for other purposes as well, provided that no strictly confidential information belonging to the Other Party is disclosed to third parties in the course of this.
- Models, concepts, formats, developments of ideas, arrangements, methodologies and instruments developed and/or applied by the Seller for the carrying-out of the Assignment are and remain the property of the Seller. Publishing or other forms of publication and reproduction of this is allowed only with the written permission of the Seller.
- The Seller’s intellectual and industrial property rights, including but not restricted to copyright and related rights to all concepts, formats, developments of ideas, audio, video, trademarks, models, trade names, artwork and/or designs of the Seller are and remain its property under all circumstances, unless agreed otherwise in writing.
- The Other Party will refrain from carrying out or arranging to have carried out ideas, developed or otherwise, or proposals of the Seller in relation to an assignment itself or repeating the performance of an assignment without the Seller.
Article 17: Partial invalidity
If one or more clauses of these terms and conditions, in whole or in part, are found to be null and void at any time or are declared to be so, the remaining provisions of these terms and conditions will remain in full force. The Seller and the Other Party will then consult one another to agree new clauses to replace those clauses that are null and void or that have been nullified, whereby the intention and scope of the original clauses will be followed as closely as possible.
Article 18: Termination
- The Seller’s claims towards the Other Party are immediately due and payable if, after the conclusion of the agreement, circumstances brought to Seller’s attention give cause to fear that the Other Party will not be able to fulfil its obligations.
- In that case Seller is entitled to suspend further performance of the agreement or to dissolve the agreement, all this without prejudice to Seller’s right to claim compensation.
- Without prejudice to the provisions of this article, the Seller is authorized, without notice of default or judicial intervention and without prejudice to any other rights accruing to the Seller, to dissolve or suspend the agreement in whole or in part with immediate effect, if the Other Party dies, applies for a moratorium, makes a declaration of bankruptcy or if his bankruptcy is or has been applied for or has been pronounced. In these cases, any claim by the Seller against the Other Party is immediately due and payable in full, without the Seller being obliged to pay compensation and / or guarantee. In all cases in which the Other Party is aware of facts and / or circumstances that give him good reason to fear that he will not be able to fulfil his obligations towards the Seller, he is obliged to notify the Seller immediately and in writing.
Article 19: Applicable law
1. All legal relationships to which the Seller is party are governed solely by Dutch law, even if a commitment is fulfilled wholly or partially abroad or if the party involved in the legal relationship is resident there. The Vienna Sales Convention does not apply.
- The court in the Seller’s place of business has sole jurisdiction to rule on disputes, including disputes about overdue payments, unless imperative law provides otherwise. Nevertheless, the Seller has the right to refer the dispute to the competent court by virtue of the law.