General Terms and Conditions of Delivery and Payment
Peau d’Or International B.V.
With registered office and principal place of business at Herengracht 574, 1017CJ Amsterdam, Netherlands
filed at the Noordwest-Holland Chamber of Commerce under number 50500627
In these General Terms and Conditions, Peau d’Or International B.V. shall be understood to mean: Peau d’Or International B.V., Herengracht 574, 1017CJ Amsterdam, Netherlands
In these General Terms and Conditions, client shall be understood to mean:
any natural or legal person with whom/which contracts of sale for the delivery of products are concluded, as well as on whose instructions and for whose account services are carried out and, in addition to such persons, their representative(s), agent(s), successor(s) in title and heirs.
- In these General Terms and Conditions, the Consumer will be understood to refer to: a natural person not acting in the exercise of a profession or business.
- In these General Terms and Conditions, the Model Form will be understood to refer to: the Model Form to dissolve the agreement that Peau d’Or International B.V. will hand to the Consumer in case that the Consumer wants to use the option of dissolving the agreement (article 6).
These General Terms and Conditions shall apply to:
All offers, contracts of sale and deliveries of products and services between Peau d’Or International B.V. and clients.
These General Terms and Conditions shall replace any terms and conditions used by the client, unless agreed otherwise in writing.
Should, in the opinion of the competent court, any provision of these General Terms and Conditions not apply or be contrary to public order or the law, the provision in question shall be deemed not to have been written and the rest of these General Terms and Conditions shall remain in full force, without prejudice to the provisions of clause 9.
These General Terms and Conditions can be inspected at www.peaudor.com
OFFERS AND PRICES
All offers from Peau d’Or International B.V. given in price lists, circulars, advertisements, order confirmations or letters or published anywhere or made in any way whatsoever shall always be without obligation and may always be withdrawn by it.
Illustrations, drawings, specifications of size and weight and suchlike that have been provided by Peau d’Or International B.V. shall not be binding on Peau d’Or International B.V. and are intended only to give a general idea of what is being offered by Peau d’Or International B.V..
Peau d’Or International B.V. reserves the right to reject orders without giving reasons for this, or to deliver COD.
Peau d’Or International B.V. shall be entitled to adjust (part of) the prices for products or services that have not yet been delivered and/or paid for in accordance with any changes in factors that have an effect on the price, such as the price of raw materials, wages and salaries and exchange rates.
All prices given in offers are exclusive of VAT unless explicitly stated otherwise.
Subject to the provisions below, a contract with Peau d’Or International B.V. shall only come into effect once it has accepted or confirmed an order in writing, in terms of which the date of the confirmation shall be decisive. The order confirmation shall be deemed to reflect the contract accurately and in full, unless the client has objected to this immediately and in writing.
Peau d’Or International B.V. shall only be bound by any additional arrangements or changes made at a later stage if it has confirmed these in writing.
In the case of transactions for which, given the nature and scope thereof, no offer and/or order confirmation is sent, the invoice shall be deemed to reflect the contract accurately and in full, unless an objection is submitted within fourteen (14) days.
Peau d’Or International B.V. enters into every contract under the suspensive condition that the client – exclusively in Peau d’Or International B.V.'s opinion – appears to be sufficiently creditworthy to perform the contract.
Peau d’Or International B.V. shall be entitled, on or after entering into the contract, to require the client to furnish security for the fulfilment of both his payment and other obligations, before Peau d’Or International B.V. starts or continues executing the contract.
Peau d’Or International B.V. will be entitled to demand payment in advance or the issuance of a direct debit mandate. All costs incurred in connection with said advance payment or direct debit mandate will be at the expense of the Client.
Peau d’Or International B.V. shall be entitled, should it deem this necessary or desirable for the proper execution of the order placed with it and after consulting the client, to bring in other parties when executing the contract, the costs of which shall be passed on to the client in accordance with the quotations provided.
Should the client wish to cancel a contract after this has come into effect, 10% of the order price (incl. VAT) shall be charged as a cancellation fee, without prejudice to Peau d’Or International B.V.'s right to full compensation, including compensation for loss of profit.
- On purchasing products, the Consumer will have the option of dissolving the agreement without being obliged to give any reasons for fourteen (14) days. This term will commence on the day after the receipt of the product by or on behalf of the Consumer.
- The Consumer uses the option referred to under a by sending the completed Model Form for the dissolving of the agreement to Peau d’Or International B.V. within the period set in that paragraph, or by making other clear and unambiguous statement to Peau d’Or International B.V..
- During the term referred to under a, the Consumer will treat the product and the packaging with due care. The Consumer will only unpack or use the product to the extent that such is required to assess whether the Consumer wishes to keep the product. If the Consumer makes use of his reflection period, the Consumer will return the product with all accessories provided and – if reasonably possible - in its original condition and packaging to Peau d’Or International B.V., in accordance with the instructions given by Peau d’Or International B.V..
- If the Consumer makes use of the right referred to in this article, the costs of returning the products will be at his expense.
DELIVERY AND TRANSPORT
Products shall never be delivered to the delivery address of the client on Peau d’Or International B.V. costs. Goods will be ready in Peau d’Or International B.V. warehouse for the client to be picked up.
The client shall be obliged to check the delivered goods and/or the packaging for deficiencies and/or damage on delivery and in any event within fourteen (14) days, or to carry out such a check after having been notified by Peau d’Or International B.V. that the goods are at the disposal of the client.
The client must note any deficiencies in and/or damage to the delivered goods and/or the packaging which is/are present on delivery on the delivery note, the invoice and/or the shipping documents, or arrange for this to be done; should the client fail to do so, he shall be deemed to have approved the delivery. Any complaints made in this regard shall then not be processed.
Peau d’Or International B.V. shall be entitled to deliver in consignments (partial deliveries), for which it may invoice separately.
Delivery periods are approximate only, unless explicitly agreed otherwise in writing.
Should the client not have taken delivery of the goods after the expiry of the delivery period, these shall be stored at his disposal, and at his expense and risk.
Peau d’Or International B.V. shall at all times be free to choose the means of transport. Should the client request a different means of transport, the additional costs must be borne by the client.
Stated delivery periods may never be regarded as fixed deadlines, unless explicitly agreed otherwise. Should Peau d’Or International B.V. fail to deliver on time, it must be given written notice of default, with due observance of a reasonable period.
PAYMENT/INTEREST AND COSTS
Payment must be made in euro, without any setoff, by means of transfer to one of the accounts given on the invoice.
The client must pay the invoice amounts within the payment period agreed with Peau d’Or International B.V., and in any event within 30 days of the invoice date. Should the client fail to pay on time or in full, he shall owe Peau d’Or International B.V. interest of 1% per month or part thereof, in terms of which part of a month shall be regarded as a full month, on the (remainder of the) invoice amount as from the due date up to and including the date on which payment is made in full.
All costs relating to the collection of the payment, particularly extrajudicial costs, shall be for the account of the client.
The extrajudicial costs shall be set at a minimum of 15% of the principal amount owed.
- Any payment by the client shall serve first of all to settle the interest owed and then the collection costs, with the exception of the judicial costs. Only once these amounts have been settled shall any payment made by the client be deducted from the principal amount of the outstanding claims.
RETENTION OF TITLE
Title to the purchased products shall only pass to the client once the client has fulfilled all his obligations vis-à-vis Peau d’Or International B.V. in respect of the payment of the purchase price for products (to be) delivered, or services (to be) carried out and any interest, costs and compensation owed in this regard.
The client shall nevertheless be entitled to dispose of the products in the course of his normal business operations. The client shall however not be entitled to pledge the products or establish any other right thereon. He shall be obliged to notify Peau d’Or International B.V. immediately should third parties assert rights with regard to products still owned by Peau d’Or International B.V..
In addition to the retention of title referred to in clause 6.a, the client undertakes, when first asked to do so by Peau d’Or International B.V., to reserve, and insofar as this is necessary, establish a nonpossessory pledge on the products in respect of which title has been transferred by Peau d’Or International B.V., as security for all existing and future claims of Peau d’Or International B.V. on whatever grounds.
- In the cases referred to in clause 9, Peau d’Or International B.V. shall be irrevocably authorised, now for henceforth and without any notice of default being required, to remove products that have remained its property, or to arrange for these to be removed, from the place where they are located. Peau d’Or International B.V. shall be entitled either to keep the products in its possession until the amount owed, including interest, costs and compensation, has been paid in full, or to sell the products to third parties, in which case the net proceeds shall be deducted from the total amount owed by the client.
On (taking) delivery of the products, the client must check whether the delivery corresponds to the order; should this not be the case, the client must report this in writing within fourteen (14) days, indicating why this is not the case.
Peau d’Or International B.V. shall only process any other complaints relating to the delivered products if it has been notified of these in writing within eight days of the time at which the client could reasonably have discovered the defect. Peau d’Or International B.V. must be notified in writing of any complaints about invoices by no later than the due date. Once this period has expired, the client shall be deemed to have found the products delivered and/or invoices sent to be in order.
The client must strictly comply with the instructions regarding the storage and use of the delivered goods.
The client must always offer Peau d’Or International B.V. the opportunity to remedy any defect that has arisen.
Should Peau d’Or International B.V. consider the complaint to be justified, it reserves the right to replace the products or to issue a credit note for a maximum of the invoice amount in respect of the returned products.
Products may only be returned if Peau d’Or International B.V.'s prior written consent has been obtained for this, and must be accompanied by a statement of the reasons for the return on the forms intended for this purpose.
Products delivered by Peau d’Or International B.V. in respect of which a justified complaint has been submitted in accordance with the provisions of this clause shall only be taken back by Peau d’Or International B.V. if and insofar as the products are in the packaging and condition in which they were delivered.
- Products with a shelf life of less than three years may be returned to Peau d’Or International B.V. once they have passed their expiry date, provided that this is done within 2 months of the expiry date of the products in question. In such cases Peau d’Or International B.V. is prepared to reimburse the client for 75% of the price paid by him, taking into account any extra discounts granted, on submission of the invoice.
- The submission of a complaint shall not lead to the suspension of the client's obligation to pay.
Peau d’Or International B.V. will not accept any liability whatsoever for damage, including all direct or indirect damage, regardless of the cause, for the products and services it has supplied, unless the client demonstrates that the damage was caused by the intent or gross negligence of Peau d’Or International B.V. The forgoing is notwithstanding in those cases whereby the law excludes a limitation of the liability.
- If and insofar as any liability rests on Peau d’Or International B.V. on any basis whatsoever, all liability of Peau d’Or International B.V., of staff employed at and/or auxiliary persons called in by Peau d’Or International B.V. will be limited at all times to the sum that the relevant liability insurance gives entitlement to, increased by the own risk of that insurance policy.
- If the Buyer demonstrates that the damage referred to in paragraph a of this article was caused by the intent or gross negligence of Peau d’Or International B.V., the compensation payable as a result will be limited at all times to the sales value of (the packaging of) the product that caused the damage claimed by the client, whereby the sum of the payment made will not at any time exceed the sum that the liability insurance gives entitlement to.
Information provided by or on behalf of Peau d’Or International B.V. relating to the quality, composition, processing in the broadest sense, uses and properties etc. of the products shall only constitute a guarantee if this has explicitly been provided in the form of a written guarantee.
The relevant (statutory) regulations must be observed when using and/or processing the products. The client must take steps to keep the loss or damage that has arisen to a minimum. The client shall in particular follow the instructions from Peau d’Or International B.V. with respect to the products and packaging material in this regard. Peau d’Or International B.V.'s liability shall be terminated should the client fail to fulfil the above obligations.
Any claims in respect of trading loss or other indirect or consequential loss or damage of any kind whatsoever shall be excluded. The client shall indemnify Peau d’Or International B.V. against all claims of third parties in respect of any loss or damage (to be) suffered by them, with due observance of the provisions of this clause.
- Peau d’Or International B.V. shall be indemnified against any claims from the client and/or third parties for the payment of compensation, regardless of whether the loss or damage has arisen as a result of defects in composition and/or manufacturing defects or for any other reason, by the mere fact that the client has taken delivery of the delivered goods or another party has taken delivery of the delivered goods on behalf of the client.
DISSOLUTION AND SUSPENSION
All Peau d’Or International B.V.'s claims shall become immediately due and payable in full should
- the client fail to fulfil his obligations, be declared bankrupt or be granted a moratorium on payment,
- the client lose or be at risk of losing the power to dispose of his assets or part thereof for whatever reason. Peau d’Or International B.V. shall in such a case be entitled to dissolve or suspend the contract with immediate effect, without prejudice to its right to compensation,
- the client die or be placed under guardianship,
- the client fail to fulfil any obligation incumbent upon him pursuant to the law or these terms and conditions.
For the purposes of these General Terms and Conditions, ‘force majeure’ shall be understood to mean:
any circumstances beyond the control of the parties and/or unforeseeable circumstances as a result of which the other party can no longer reasonably require the contract to be executed.
Should Peau d’Or International B.V. believe that the force majeure will be temporary in nature, it shall be entitled to suspend the execution of the contract until the circumstances resulting in the force majeure no longer exist.
Should Peau d’Or International B.V. believe that the situation of force majeure is permanent in nature, the parties may make an arrangement about the dissolution of the contract and the related consequences.
Peau d’Or International B.V. shall be entitled to demand payment for the performances that were carried out in execution of the relevant contract before the circumstances giving rise to the force majeure became apparent.
- Should a party believe that it/he is (or will be) in a state of force majeure, such party must notify the other party of this immediately.
TRADEMARKS AND TRADE NAME
The client may not make use of trade names, trademarks and packaging used by Peau d’Or International B.V. in its business transactions except with the written consent and on the instructions of Peau d’Or International B.V..
The client shall be obliged to meticulously follow Peau d’Or International B.V.'s instructions regarding the use of the trade names, trademarks and packaging used by Peau d’Or International B.V..
All intellectual and industrial property rights and copyright shall remain vested in Peau d’Or International B.V..
Should the circumstances taken as the point of departure by the parties when entering into the contract change so substantially that one of the parties can no longer reasonably be required to fulfil one or more of these conditions, the parties shall consult with one another about changing the contract.
By clicking "I agree to the General Terms and Conditions " box on the website of Peau d’Or International B.V. the client give its explicit consent to Peau d’Or International B.V. to use, collect and if necessary to exchange personal data with third parties who are necessary in connection with the business and the delivery of the products and services of Peau d’Or International B.V..
APPLICABLE LAW AND COMPETENT COURT
All transactions to which these terms and conditions apply shall be governed by Dutch law, including the statutory provisions in respect of the General Terms and Conditions.
The applicability of the Vienna Sales Convention is excluded.
All disputes that may arise between Peau d’Or International B.V. and the client and that cannot be resolved by mutual agreement shall be submitted exclusively to the competent court.