General terms and conditions

Article 1: Applicability

1. These terms and conditions apply to all offers and all agreements of purchase and sale of Euro Parfums, established in Berkel en Rodenrijs, hereinafter referred to as “the user”.

2. The buyer or client will hereinafter be referred to as “the other party.” If a provision specifically addresses the situation in which the other party is a natural person not acting in the exercise of a profession or business, they will be referred to as “the consumer.”

3. Any other terms and conditions that deviate from this shall only form part of the agreement concluded between the parties if and for both parties this has been expressly agreed in writing.

4. In these general terms and conditions, “written” also means: by e-mail, fax or any other means of communication that can be considered equivalent in view of the state of the art and prevailing views in society.

5. The other party’s acceptance and retention of a quotation or order confirmation, which refers to these terms and conditions, without comment, shall be deemed to constitute agreement to their application.

6. The possible inapplicability of (part of) a provision of the general terms and conditions does not affect the applicability of the other provisions.

Article 2: Agreements

1. Agreements only become binding after written confirmation from the user.

2. Oral agreements only bind the user after they have been confirmed in writing by the user, or as soon as the user has commenced implementation with the consent of the other party.

3. Additions or amendments to the general terms and conditions or other amendments or additions to the agreement will only become binding after written confirmation by the user.

Article 3: Offers

1. All offers, quotations, price lists, delivery times, etc. from the user are non-binding unless they contain a term for acceptance. If a quotation or offer contains a non-binding offer and this offer is accepted by the other party, the user has the right to revoke the offer within two business days of receiving the acceptance.

2. The prices charged by the user, as well as those stated in offers, quotations, price lists, etc., are exclusive of VAT and any other costs. These costs may include, but are not limited to, travel expenses, transportation costs, and invoices from third parties. All this unless expressly stated otherwise in writing.

3. Samples, brochures, drawings, models, specifications of colors, dimensions, weights, and other descriptions shown and/or provided are as accurate as possible, but are for illustrative purposes only. No rights can be derived from them, unless the parties have expressly agreed otherwise in writing.

4. The samples, brochures, drawings, etc., referred to in the previous paragraph of this article remain the property of the user at all times, unless the parties have expressly agreed otherwise in writing. These must be returned at the user’s first request. They may not be reproduced, nor made available to third parties, without the written consent of the user.

5. A. If, between the date of conclusion of the agreement and its execution, the government and/or trade unions make changes to wages, employment conditions, or social security, etc., the user is entitled to pass these increases on to the other party. Should a new price list be issued and effective by the user and/or suppliers between the aforementioned dates, the user is entitled to charge the other party the prices stated therein.

B. For agreements concluded with consumers, price increases may be passed on or charged within three months of the agreement’s conclusion. If price increases occur within less than three months, the consumer is entitled to terminate the agreement.

Article 4: Involvement of third parties

If and to the extent that proper performance of the agreement so requires, the user has the right to have certain work or deliveries carried out by third parties.

Article 5: Delivery, Delivery Times

1. Specified delivery dates can never be considered a deadline, unless the parties have expressly agreed otherwise in writing. If the user fails to fulfill their obligations under the agreement or fails to do so in a timely manner, they must be given written notice of default.

2. In the event of partial deliveries, each delivery or phase will be considered a separate transaction and will be invoiced by the user per transaction.

3. The risk concerning the delivered goods passes to the other party at the time of delivery.

4. Shipment and/or transport of the ordered items will take place in a manner determined by the user, but at the expense and risk of the other party. The user is not liable for any damage, of any nature or form whatsoever, related to the shipment and/or transport, whether or not suffered by the items. Unless expressly agreed otherwise in writing, the user is not liable for any damage.

5. If it proves impossible to deliver the goods to the other party due to a cause within the other party’s control, the user reserves the right to store the ordered goods at the other party’s expense and risk. The user shall notify the other party in writing of the storage performed and shall also set a reasonable period within which the other party must enable the user to deliver the goods.

6. If the other party fails to fulfil its obligations even after the expiry of the reasonable period set by the user, as determined in the previous paragraph of this article, the other party will be in default by the mere expiry of 1 month, calculated from the date of storage, and the user will have the right to terminate the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being liable for compensation for damages, costs and interest, in whole or in part.

7. The foregoing does not affect the obligation of the other party to pay the agreed or due price, as well as any storage and/or other costs.

8. The user is entitled to request advance payment or security from the counterparty in order to fulfil the counterparty’s financial obligations before proceeding with delivery.

Article 6: Delivery progress

1. The user cannot be obligated to commence delivery of the goods until all necessary information is in their possession and any agreed (instalment) payment has been received. If this results in delays, the specified delivery time will be adjusted accordingly.

2. If delivery cannot take place normally without interruption due to causes beyond the user’s control, the user is entitled to charge the resulting costs to the other party.

3. All expenses incurred by the user in connection with the performance of the agreement at the request of the other party shall be borne entirely by the latter, unless the parties have expressly agreed otherwise in writing.

Article 7: Packaging

1. The packaging in which items are delivered, which is not intended for single use, remains the property of the user and may not be used by the other party for purposes other than those for which it is intended.

2. The user is entitled to charge the other party a deposit for this packaging. The user is obligated to take back this packaging, provided it is returned carriage paid, at the price charged to the other party, within a period to be determined by the user after the delivery date.

3. If packaging is damaged, incomplete or lost, the other party is liable for this damage and the right to a refund of the deposit lapses.

4. If – at the user’s discretion – it should prove necessary, packaging will be charged to the other party at cost price and will not be taken back.

Article 8: Complaints and returns

1. The counterparty is obligated to inspect the goods immediately upon receipt. If the counterparty discovers any visible defects, errors, imperfections, or faults, this must be noted on the consignment note or accompanying note and brought to the user’s attention immediately. Alternatively, the counterparty must notify the user within 24 hours of receipt of the goods, followed by immediate written confirmation to the user.

2. Other complaints must be reported to the user by registered letter within 8 days of receipt of the goods.

3. Without prejudice to the provisions of paragraphs 1 and 2 of this Article, the provisions of paragraph 8 of Article 9 shall also be taken into account with regard to the agreement concluded with the consumer.

4. If the above-mentioned complaints are not made known to the user within the period specified therein, the goods are deemed to have been received in good condition.

5. The ordered items will be delivered in the wholesale packaging the user has in stock. Minor deviations in specified sizes, weights, quantities, colors, etc., will not be considered a shortcoming on the user’s part.

6. No claims can be made regarding imperfections in natural products if these imperfections are related to the nature and properties of the raw material(s) from which the product is made. This is at the user’s discretion.

7. Complaints do not suspend the counterparty’s payment obligation.

8. The user must be given the opportunity to investigate the complaint. If a return shipment is necessary for the investigation of the complaint, this will only be at the user’s expense and risk if the user has given their express written consent in advance.

9. In all cases, returns must be made in a manner determined by the user and in the original packaging. Returns are at the expense and risk of the other party, unless the user declares the complaint to be justified.

10. If the goods have changed in nature and/or composition, have been wholly or partially processed, damaged or repacked after delivery, any right to make a complaint shall lapse.    

11. In the event of justified complaints, damages will be settled in accordance with the provisions of Article 9.

Article 9. Liability and Warranty

1. The user shall perform its duties as may be expected of a company in its industry, but accepts no liability for damage, including death and personal injury, consequential damage, business damage, loss of profits and/or stagnation damage, resulting from actions or omissions of the user, its personnel or third parties engaged by it, except insofar as there is intent and/or deliberate recklessness on the part of itself, its directors and/or managerial staff.

2. Without prejudice to the provisions of the other paragraphs of this article, the user’s liability – on whatever grounds – is limited to the net price of the goods delivered or work performed.

3. Without prejudice to the provisions of the previous paragraphs of this article, the user is never obliged to pay compensation in excess of the insured amount, insofar as the damage is covered by an insurance policy taken out by the user.

4. The user guarantees the usual normal quality and soundness of the delivered goods; their actual lifespan can never be guaranteed.

5. If the delivered goods contain visible errors, imperfections and/or defects which must have already been present at the time of delivery, the user undertakes to repair or replace these goods – at his discretion – free of charge.

6. A. In all cases, the period within which the user can be held liable for compensation for established damage is limited to 6 months, calculated from the moment at which the liability for compensation was established.

B. By way of exception to subsection A of this paragraph, a maximum term of 1 year applies to the consumer.

7. If items supplied by the user are provided with a manufacturer’s warranty, that warranty will apply equally between the parties.

8. With regard to the agreement with the consumer, the user shall observe the legally established warranty periods.

9. The counterparty loses its rights against the user, is liable for all damages and indemnifies the user against any claim by third parties regarding compensation for damages if and to the extent that:

A. the aforementioned damage has been caused by unskilled use and/or use contrary to the instructions and/or advice of the user and/or unskilled storage of the delivered goods by the other party;

B. the aforementioned damage is caused by errors, incompleteness or inaccuracies in data, materials, information carriers, etc. provided and/or prescribed to the user by or on behalf of the other party.

Article 10: Payment

1. Payment must be made within 30 days of the invoice date, unless the parties have expressly agreed otherwise in writing.

2. If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1:

A. From that point in time, the counterparty will be charged a credit restriction surcharge of 2%, without any further notice of default being required;

B. The counterparty will owe the user default interest of 2% per month, calculated cumulatively on the principal amount. Portions of a month are considered full months for this purpose.

C. The counterparty, after having been reminded to do so by the user, will owe a minimum of 15% of the principal sum and default interest with an absolute minimum of € 150.00 in respect of extrajudicial costs.

D. The user has the right to charge the other party €20 for administration costs for each payment reminder, demand letter, etc. sent to the other party. The user will state this in the agreement and/or on the invoice.

3. At the user’s discretion, in the aforementioned or similar circumstances, the agreement may be dissolved in whole or in part without further notice of default or judicial intervention, with or without a claim for damages.

4. If the other party fails to meet its payment obligations in a timely manner, the user is authorized to suspend the fulfillment of its obligations to deliver or perform work until payment has been made or adequate security has been provided. The same applies to the moment of default if the user reasonably suspects that there are reasons to doubt the other party’s creditworthiness.

5. Payments made by the other party always serve to settle all interest and costs owed and subsequently serve to settle the oldest outstanding invoices, unless the other party expressly states in writing when making the payment that the payment relates to a later invoice.

6. A If the counterparty, for whatever reason, has or will acquire one or more counterclaims against the user, the counterparty waives the right to offset these claim(s). This waiver of the right to offset also applies if the counterparty requests a (provisional) suspension of payments or is declared bankrupt.

Article 11: Retention of title

1. The user retains ownership of the delivered and to be delivered goods until the other party has fulfilled its related payment obligations to the user. These payment obligations consist of payment of the purchase price, plus claims for work performed related to that delivery, as well as claims for any damages due to the other party’s failure to fulfill its obligations.

2. The items subject to the retention of title may only be resold by the other party in the context of normal business operations.

3. If the user invokes the retention of title, the agreement concluded in this regard shall be deemed to have been dissolved, without prejudice to the user’s right to claim compensation for damages, lost profits and interest.

4. The counterparty is obliged to immediately inform the user in writing of the fact that third parties are asserting rights to items to which a retention of title applies under this article.

Article 12: Pledge/Warranty 

Until the counterparty has fully met its related payment obligations to the user, the counterparty is not entitled to pledge delivered goods to third parties and/or to grant a non-possessory pledge on them.

to establish and/or to place the items in the actual possession of one or more financiers for storage

bring (warranty), as this will be considered as attributable non-compliance

his side. The user can then immediately, without any notice of default being required,

held, suspend its obligations under the agreement, or terminate the agreement

terminate, without prejudice to the user’s right to compensation for damages, lost

profit and interest.

Article 13 Bankruptcy, Incapacity to Dispose, etc.

Without prejudice to the provisions of the previous articles of these terms and conditions, the agreement concluded between the other party and the user shall be dissolved without judicial intervention and without any notice of default being required, at the time at which the other party is declared bankrupt, applies for (provisional) suspension of payments, is subject to an attachment by execution, is placed under guardianship or administration or otherwise loses the power of disposition or legal capacity with regard to its assets or parts thereof, unless the trustee or administrator recognizes the obligations arising from the agreement as an estate debt.

Article 14: Force Majeure 

1. If performance of the user’s obligations under the agreement concluded with the other party is not possible and this is due to non-attributable non-performance on the part of the user, and/or on the part of third parties or suppliers engaged for the performance of the agreement, or if another important reason arises on the part of the user, the user shall be entitled to terminate the agreement concluded between the parties, or to suspend the performance of its obligations towards the other party for a reasonable period to be determined by the user, without being liable for any damages. If the aforementioned situation occurs after the agreement has been partially performed, the other party shall be obliged to fulfil its obligations towards the user up to that point.

2. Circumstances that shall constitute non-attributable non-performance shall include, but not be limited to: war, riot, mobilization, domestic and foreign unrest, government measures, strikes and lockouts by workers or the threat of such circumstances; disruption of exchange rates existing at the time the agreement is concluded; weather conditions, business interruptions, fire, accident or other incidents or natural phenomena, regardless of whether the non-timely performance occurs at the user, its suppliers or third parties engaged by the user for the performance of the obligation.

Article 15: Termination Cancellation/Cancellation  

1. The agreement concluded between the user and the other party is exclusively governed by Dutch law. Disputes arising from this agreement will also be settled under Dutch law.

2. Notwithstanding the provisions of paragraph 1 of this Article, the property law consequences of retention of title to goods intended for export shall be governed by the law of the country or state of destination of the goods if the legal system is more favourable to the user.

3 Any disputes will be settled by the competent Dutch court, although the user is entitled to bring a case before the competent court in the place where the user is established, unless the subdistrict court has jurisdiction in this matter.

4. For disputes with the consumer, within 1 month after the consumer has informed him that the matter will be submitted to the court, the consumer can indicate that he chooses to have the dispute settled by the legally competent court.

5. With regard to disputes arising from the agreement concluded with a counterparty established outside the Netherlands, the user is entitled to act in accordance with the provisions of paragraph 3 of this article or – at its option – to submit the dispute to the competent court in the country or state where the counterparty is established.