Общие положения Nederma BV

With its registered office at Hogelandseweg 77, 6545 AB Nijmegen
Registration number in the Commercial Register of the Chamber of Commerce: 10024788

Article 1 - Applicability
1. These General Terms and Conditions, hereinafter: “the Conditions”, apply to any offer, agreement and follow-up thereof by the private limited company Nederma BV, with its registered office at Hogelandseweg 77 in Nijmegen, listed in the Commercial Register of the Chamber of Commerce under number 10024788, hereinafter called: “Nederma”, and a buyer, hereinafter called “the buyer”, to which Nederma has declared these Conditions applicable.
2. The applicability of additional and/or deviating conditions of the buyer or of third parties do not bind Nederma, unless they have been accepted by Nederma in writing. Additions to and/or deviations from these Conditions only apply when accepted by Nederma in writing. In the event of any conflict Nederma’s Conditions will prevail over those of the buyer. Deviant behaviour or use in the past can never result in suspending (provisions from) these Conditions.
3. The buyer, with whom a contract was once concluded on the basis of the present Conditions, is deemed to have agreed tacitly to the applicability of these Conditions for agreements concluded with Nederma at later dates.
4. If one or more provisions of these Conditions are declared void and/or nonbinding, the applicability of the other provisions will not be affected.

Article 2 - Offers
1 All offers of Nederma are without obligation, unless a period for acceptance has been set in the offer.
2 Nederma cannot be bound to its offer if the buyer can reasonably understand that the offer or a part thereof contains an obvious mistake or error in writing. An offer will lapse automatically if the item to which the offer relates is no longer available.
3 The items and/or services offered by Nederma are depicted and/or described clearly and truthfully and as completely as reasonably required. If models, samples, examples, pictures, drawings or indications of size and weight are shown or provided by Nederma, this will be deemed to have been done only by way of approximation. Colours and compositions or execution details of items to be supplied may deviate from those shown or delivered, unless it has been expressly agreed that items will be delivered in accordance with the items shown or the specification provided.
4 All prices stated in the offer are excluding turnover tax, packing charges, transport or delivery charges, unless explicitly stated otherwise. A compound quotation shall not create any obligation to deliver part of the order against a corresponding part of the price quoted for the entire order.
5 Prices are always quoted on the basis of the prices and rates valid at the time of the offer. If after the date of the offer one or more cost factors undergo an increase – even as a result of foreseeable factors – Nederma will be entitled to increase the offered price or rate accordingly.
6 The offer only applies to the purchase for which the offer has been made and does not automatically apply to any future (similar) purchase agreements, unless stated otherwise in writing.

Article 3 - Formation, term, performance, amendment of the Agreement and price
1. The Agreement will be formed after written acceptance by the buyer with the explicit statement that the buyer agrees to these Conditions, hereinafter: “the Agreement”. Amendments to the Agreement will only be binding to Nederma if and as soon as Nederma has accepted these in writing.
2. If a term has been agreed for the delivery of certain items or if a term has been agreed or quoted for the completion of certain activities or services, these will never be strict deadlines and default will commence only after proper notice of default has been given, unless performance is no longer possible.
3. If for the performance of the Agreement Nederma has not been provided in time with the required (correct) information, instructions and/or materials by the buyer, Nederma will be entitled to suspend the performance of the Agreement and to charge the buyer for the damage and costs resulting from the delay.
4. If it turns out during the performance of the Agreement that it necessary for a proper performance to amend the Agreement, the parties will proceed to do so in time and in joint consultation. The required amendment may have consequences for the price and the term. If the parties fail to reach Agreement in this regard, Nederma will be entitled to payment of the items already delivered and/or ordered and of the activities already performed.
5. Without being in default and notwithstanding the provisions in the previous paragraph, Nederma may refuse amendment of the Agreement, whether required or otherwise, if Nederma cannot reasonably be required to do so.
6. If Nederma agrees on a certain price or rate at the time of concluding the Agreement, Nederma will nevertheless be entitled to increase the price or the rate under the following circumstances, even in the event that the initial price was not quoted subject to change:
- 1) if the price increase is the result of an amendment to the Agreement as referred to in this article and/or as a result of additional work. Additional work will be deemed to include anything performed by Nederma at the request of the buyer as additional work for or during the performance of the agreed activities;
- 2) if the price increase arises from an obligation under the law and/or regulations ensuing therefrom to which Nederma is subject.
If there are reasons, whether valid or otherwise, to change the price other than those referred to above, Nederma will be entitled to do so. It is required to immediately notify the buyer thereof in writing and the buyer will in that case be entitled to dissolve the Agreement (out of court) if the increase is 20% or more.

Article 4 - Suspension, dissolution and early termination of the Agreement
1. Nederma is entitled to suspend the performance of the obligations or to dissolve the Agreement (out of court) if:
- the buyer fails to meet, does not fully meet or is late in meeting the obligations under the Agreement (attributable failure);
- circumstances, which have come to Nederma’s attention after the conclusion of the Agreement, give Nederma good grounds for fearing that the buyer will fail to meet the obligations;
- at the time of concluding the Agreement the buyer was requested to provide security for the fulfilment of his obligations under the Agreement and this security is not forthcoming or insufficient;
- due to a delay on the part of the buyer Nederma can no longer be required to fulfil the Agreement under the originally agreed conditions.
2. Nederma is furthermore entitled to dissolve the Agreement (out of court) if circumstances occur which are such that fulfilment of the Agreement is impossible or if otherwise circumstances occur which are such that unaltered maintenance of the Agreement cannot reasonably be required from Nederma.
3. The possibility of (out-of-court) dissolution also applies in the event of winding-up, (application for) suspension of payment or bankruptcy, attachment against the buyer, debt-rescheduling or another circumstance as a result of which the buyer can no longer freely dispose of his capital.
4. If the Agreement is dissolved (out of court) Nederma’s claims on the buyer will be payable on demand. If Nederma suspends the fulfilment of the obligations, it will retain its claims under the law and the Agreement.
5. If Nederma proceeds on any of the grounds referred to in this article to suspend or dissolve the Agreement (out of court), it will in no way whatsoever be liable to compensate any ensuing damage and costs.
6. If the suspension of the (out-of-court) dissolution can be attributed to the buyer, Nederma will be entitled to compensation of the damage, including the costs, resulting directly and indirectly.
7. If the buyer cancels a placed order in whole or in part for which Nederma cannot be blamed, the agreed price will be charged to the buyer in its entirety. If an hourly rate was agreed, Nederma will make a reasonable estimate of the total amount.

Article 5 - Force majeure
1. Nederma is not bound to further performance of the Agreement when this is impossible as a result of force majeure.
2. In these Conditions force majeure is understood to mean, in addition to what is included in this regard in law and in case law, all external causes, foreseen or not foreseen, on which Nederma cannot exercise any influence, yet as a result of which Nederma is unable to fulfil its obligations. Nederma also has the right to rely on force majeure if the circumstance preventing any (further) fulfilment of the Agreement occurs after Nederma should have fulfilled the Agreement.
3. If a situation of temporary force majeure exists, Nederma may suspend the obligations under the Agreement during the period that the force majeure continues. If this period exceeds three months or in the event of permanent force majeure, either party will be entitled to dissolve the Agreement (in part and out of court). In both cases this will be effected without the obligation to compensate any damage caused to other party, such without prejudicing the buyer’s (payment) obligations in respect of the part of the Agreement already performed by Nederma. The obligations referred to in the previous sentence will only apply if independent value can be attributed to the part of the Agreement already performed.

Article 6 - Payment and collection charges
1. Payment is to be made by means of direct debit collection, in cash in the event of off-take, or, if on credit, within 30 days of the invoice date without any right to deduction, discount or set-off, in a manner to be designated by Nederma in the currency in which the invoice has been made out, unless indicated otherwise by Nederma in writing.
2. All payment terms are to be considered deadlines, unless otherwise agreed in writing.
3. If the buyer fails to pay an invoice or partial invoice in time, the buyer will be in default by operation of law without further notice of default being required. The buyer will then owe statutory interest for commercial transactions per month from the moment that the buyer is in default until the moment that the full amount due has been paid. Part of a month will count as a whole month when calculating the interest due.
4. If the buyer fails to fulfil his obligations in time, all reasonable costs to obtain payment out of court will be for the buyer’s account, without prejudicing Nederma’s other rights, such as those to compensation and fulfilment. The extrajudicial costs will be charged on the basis of what is currently customary in Dutch debt collection practice. However, if Nederma has incurred higher reasonable costs for collection, the costs actually incurred will qualify for compensation, including any litigation and enforcement costs incurred. The buyer will also owe interest on the collection costs due.

Article 7 - Delivery, right of retention and retention of title
1. Delivery means the actual provision to the buyer. Delivery takes place ex warehouse of Nederma, unless explicitly agreed otherwise in writing.
2. Nederma has the right of retention, i.e. the right to retain items to be delivered for as long as the buyer has not fulfilled his obligations under the Agreement.
3. All items delivered and yet to be delivered remain Nederma’s sole property, until all claims that Nederma has or will obtain on the buyer, including in any event the claims referred to in 3 Article 92 paragraph 2 of Book 3 of the Dutch Civil Code, have been fully paid.
4. For as long as the ownership of the items has not been transferred to the buyer, the buyer is not allowed to pledge the items or grant third parties any other right thereto, except within the ordinary course of his business. On Nederma demand the buyer will undertake to assist in the creation of a right of pledge on the claim that the buyer acquires or will acquire on his customers pursuant to onward supply of items.
5. The buyer is obliged to store the items delivered subject to retention of title with due care and as recognisable property of Nederma.
6. Nederma is entitled to repossess the items delivered subject to retention of title and still available at the buyer if the buyer fails to fulfil his payment obligation and/or is or is likely to be in payment difficulties. The buyer will at all times grant Nederma free access to his land and/or buildings to inspect the items and/or to exercise its rights as the seller.
7. The above provisions under 1 to 6 will not affect Nederma other rights.

Article 8 - Guarantees, research and complaints
1. Guarantee will be given in writing at the buyer’s request whereby the guarantee period, counting from the delivery, will be determined by Nederma on the basis of the best-before date. The guarantee period will never exceed one year.
2. Nederma does not guarantee items delivered by Nederma if the buyer explicitly determines against Nederma’s advice which materials must be used mandatorily.
3. The guarantee only comprises the replacement or the repair, such at Nederma’s discretion, of that which the buyer rightly proves to be unsound.
4. If the buyer fails to fulfil or improperly fails to fulfil or is late in fulfilling any obligation, including a payment obligation arising from the Agreement concluded with Nederma, Nederma will not be bound to any guarantee.
5. If the guarantee provided by Nederma is related to an item produced or supplied by a third party, the guarantee will be limited to the guarantee given by the producer/supplier of the item in respect thereof, unless stated otherwise.
6. Any form of guarantee will lapse if a defect has arisen as a result of or arises from inexpert or improper use, incorrect storage or maintenance by the buyer and/or by third parties, when the buyer or third parties have made or have tried to make changes to the item without written permission from Nederma, incorrect use by or on behalf of the buyer, transit damage or if it was processed or treated in a manner other than prescribed. Defects resulting from defects which are not the result of work performed by or on behalf of Nederma are not covered by the guarantee
7. The buyer is obliged to inspect or cause to inspect the items delivered immediately at the time that the items are made available to him. The buyer should examine whether the quality and/or the quantity of the items delivered correspond with that which has been agreed and meet the requirements that the parties have agreed on in this regard. Nederma is to be notified in writing of any defects within 7 calendar days after discovery or after they could reasonably have been discovered. The notification is to contain the most detailed description possible of the defect, so as to enable Nederma to respond adequately. The buyer must allow Nederma to examine or cause to examine a complaint.
8. Return consignments will only be accepted after permission for return has been given by Nederma in advance. Dispatch is to be effected – sufficiently stamped – to the address of Nederma. The costs for dispatch will be reimbursed by Nederma if the complaint or defect is found to be justified.
9. If the buyer lodges a complaint in time, this will not suspend his payment obligation. The buyer will in that case also be obliged to pay and take delivery of the remaining items that were ordered.
10. After replacement or repair within the meaning of this article the guarantee period will not be renewed or extended.

Article 9 - Liability
1. If, contrary to the provisions in Article 8, Nederma should be liable, this liability will be limited to that which has been provided for in this provision.
2. If Nederma should be liable for damage to delivered items, caused by or consisting of a defect in or to the item, Nederma’s liability will be limited to no more than the invoice amount of the order, or at any rate to that part of the order to which the liability is related.
3. If Nederma should be liable for damage to persons and items (product liability) caused by a defect in or to the item, Nederma’s liability will be limited to the insured amount of the insurer and in the event that the insurer – other than on account of intent or gross negligence – does not pay out, to a maximum of €10,000 per incident.
4. Nederma is only liable for direct loss.
5. “Direct loss’ is understood to mean exclusively:
- the reasonable costs to assess the cause and extent of the loss, insofar as the assessment is related to loss within the meaning of these Conditions;
- any reasonable costs incurred to have Nederma’s defective performance meet the Agreement, insofar as this can be attributed to Nederma;
- reasonable costs incurred to prevent or limit loss, insofar as the buyer demonstrates that these costs have resulted in limitation of direct loss as referred to in these Conditions.
6. Nederma is not liable for indirect loss, including consequential loss, loss of profit, lost savings and loss due to business interruption or other types of stagnation. In the event of consumer sale this limitation does not exceed the limitation permitted under Article 24, paragraph 2 of Book 7 of the Dutch Civil Code.
7.The limitations of liability included in this article do not apply if the loss is due to intent or gross negligence on the part of Nederma and/or on the part of third parties engaged by Nederma.

Article 10 - Passing of risk
1. The risk of loss, damage or decrease in value of the items that are the object of the Agreement passes to the buyer at the time at which these items are brought (in)directly under the buyer’s control.

Article 11 - Intellectual property
1. Nederma reserves the rights and powers to which it is entitled under intellectual legislation and regulations.
2. Nederma reserves the right to use the knowledge it has acquired through the performance of the Agreement also for other purposes insofar as strictly confidential information of the buyer is not made known to third parties.
3. The products and documents (designs, drawings, logos etc.) furnished by Nederma to the buyer are only meant to be used by the buyer and may not be multiplied, disclosed or made known to third parties without Nederma’s permission, unless the nature the documents furnished provides otherwise.

Article 12 - Applicable law and disputes
1. This Agreement is exclusively governed by Dutch law, even if all or part of a contractual obligation is implemented abroad or if the party involved in the legal relationship has its registered office abroad.
2. Insofar as applicable the effect of the Vienna Sales Convention (CISG) is excluded.
3. Only the court in the place of business of Amsterdam has jurisdiction to hear any dispute, unless mandatory rules of law prescribe otherwise. Nederma nonetheless has the right to submit a dispute concerning ownership to the competent court of the country in which the item is located.
4. The parties will not seek recourse to the courts until they have done their utmost to settle a dispute through mutual consultation.

Article 13 - Location and amendment of Conditions
1. These Conditions have been filed with the Chamber of Commerce in Nijmegen under number 10024788.
2. The most recently filed version applicable at the time of concluding the Agreement will apply at all times.
3. In the event of any discrepancy between the Dutch original and a translation, the provisions of the Dutch text of the General Terms and Conditions will always prevail.
4. Nothing from these Conditions may be copied and/or multiplied in writing, electronically and/or orally and/or transferred in any way without written permission from Nederma.