General Terms and Conditions

Article 1. Definitions

1.1. Naturals Cosmetics Cosmos Benelux B.V.: , registered in the trade register of the Chamber of Commerce under number 96319658, having its registered office in Stationsplein 8K, 6221 BT Maastricht, The Netherlands

1.2. Customer: the counterparty, being a natural person or legal entity acting in the course of a profession or business, who enters into an Agreement with Naturals Cosmetics Cosmos Benelux B.V., as well as who requests a quotation from Naturals Cosmetics Cosmos Benelux B.V. and is provided with a quotation by Naturals Cosmetics Cosmos Benelux B.V..

1.3. Agreement: the binding Agreement between Naturals Cosmetics Cosmos Benelux B.V. and Customer, in any form whatsoever, including any amendments and supplements thereto, and any (further) order given/granted pursuant to the Agreement.

1.4. Written or In Writing: the term ‘Written’ or ‘In Writing’ also includes by email or other electronic means.

1.5. Product(s): the Products offered for sale by Naturals Cosmetics Cosmos Benelux B.V., mainly intended for the hospitality industry, explicitly including but not limited to skin, hair, and body care products, whether or not using a private label and/or sold under brand products, and  various accessories.

1.6. Party(ies): Naturals Cosmetics Cosmos Benelux B.V., Customer, or both Parties.

1.8. Website: the Websites operated by Naturals Cosmetics Cosmos Benelux B.V including but not limited to www.n-cos.com.

Article 2. Applicability

2.1. These General Terms and Conditions are applicable to all offers and quotations of Naturals Cosmetics Cosmos Benelux B.V., as well as to all Agreements to be entered into by Naturals Cosmetics Cosmos Benelux B.V. and activities resulting therefrom, to the exclusion of the Customer’s general terms and conditions.

2.2. Conclusion of an Agreement, as described in article 4 of these General Terms and Conditions, implies acceptance of these General Terms and Conditions by the Customer.

2.3. Deviations from these General Terms and Conditions must be expressly agreed In Writing. Deviations shall then only apply to the relevant offers and Agreements to which these General Terms and Conditions apply.

2.4. Failure by Naturals Cosmetics Cosmos Benelux B.V. to always demand strict observance of these General Terms and Conditions shall not imply that these General Terms and Conditions are not applicable and/or that Naturals Cosmetics Cosmos Benelux B.V. loses the right to demand strict observance of these General Terms and Conditions in future cases, similar or otherwise.

2.5. The nullification and/or nullity of any provision of these General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. The conflicting, invalid provision shall be deemed to have been replaced by a provision that does justice as much as possible to the intent and purport of the original provision.

2.6. General Terms and Conditions of the Customer shall not be accepted by Naturals Cosmetics Cosmos Benelux B.V. unless expressly agreed In Writing with Naturals Cosmetics Cosmos Benelux B.V..

2.7. These General Terms and Conditions shall be made available to the Customer prior to the conclusion of the Agreement and may also be consulted at any time on the Website. The General Terms and Conditions will be sent free of charge upon request.

Article 3. Offers and quotations

3.1. All offers and quotations of Naturals Cosmetics Cosmos Benelux B.V. are always without obligation, unless expressly stated otherwise In Writing, or if they contain a deadline for acceptance. If an offer or quotation includes a deadline for acceptance, the offer or quotation shall in any case expire as soon as this deadline has passed.

3.2. Every offer of Naturals Cosmetics Cosmos Benelux B.V. is valid as long as Products are in stock. Offers do not apply to future orders or backorders.

3.3. If an offer or quotation contains a non-binding offer and is accepted by Customer, Naturals Cosmetics Cosmos Benelux B.V. has the right to revoke the offer within three (3) days after receipt of the acceptance.

3.4. If an acceptance by the Customer, whether or not on minor points, differs from the offer contained in Naturals Cosmetics Cosmos Benelux B.V.’s offer, Naturals Cosmetics Cosmos Benelux B.V. shall not be bound by it. The Agreement will not be concluded in accordance with this deviating acceptance, unless Naturals Cosmetics Cosmos Benelux B.V. indicates otherwise In Writing.

3.5. Naturals Cosmetics Cosmos Benelux B.V. is not bound by an offer if the Customer should reasonably have expected or should have understood that the offer contains an obvious mistake or clerical error. Customer cannot derive any rights from this mistake or slip of the pen.

3.6. A compound quotation does not oblige Naturals Cosmetics Cosmos Benelux B.V. to deliver part of the Products included in the offer at a corresponding part of the quoted price.

3.7. Verbal offers and quotations may not be binding unless subsequently confirmed by Naturals Cosmetics Cosmos Benelux B.V. In Writing, by means of invoicing or otherwise.

3.8. All information, quantities, compositions, formats, dosages, weights, prices, illustrations, announcements and other specifications (provided In Writing, orally, by telephone or otherwise) provided by Naturals Cosmetics Cosmos Benelux B.V. are made with the utmost care, but Naturals Cosmetics Cosmos Benelux B.V. cannot guarantee that no deviations can or will occur. In the unlikely event they do occur, they will not bind Naturals Cosmetics Cosmos Benelux B.V. in any way whatsoever.

3.9. Special conditions per wall bracket apply in conjunction with a wall bracket contract (WBC).

Article 4. Agreements

4.1. An Agreement shall only come into effect upon confirmation and acceptance by Naturals Cosmetics Cosmos Benelux B.V. or if Naturals Cosmetics Cosmos Benelux B.V. has expressly commenced execution of the Agreement.

4.2. Parties expressly agree that a valid Agreement may also be concluded by using electronic forms of communication. The absence of a signature does not affect the binding force of the offer and its acceptance.

4.3. Any deviation or amendment to the Agreement shall only be binding on Naturals Cosmetics Cosmos Benelux B.V. if agreed In Writing between the Parties.

4.4. If the Agreement is amended, Naturals Cosmetics Cosmos Benelux B.V. will indicate to what extent the amendment or supplement to the Agreement will affect the price initially quoted. In doing so Naturals Cosmetics Cosmos Benelux B.V. will, as far as possible, attempt to provide a quotation in advance.

4.5. If the Customer is referred to as more than one (legal) entity, they shall all be jointly and severally liable for compliance with the Agreement. If the Agreement is entered into by a third party on behalf of the Customer, such third party guarantees that the Customer has accepted these General Terms and Conditions, failing which the third party shall be bound by these General Terms and Conditions as if it were the Customer.

4.6. Naturals Cosmetics Cosmos Benelux B.V. is entitled to engage third parties for the execution of the Agreement.

4.7. Except with the explicit In Writing consent of Naturals Cosmetics Cosmos Benelux B.V., the Customer is prohibited from assigning any rights or obligations under the Agreement to third parties.

4.8. Naturals Cosmetics Cosmos Benelux B.V. is authorized to refuse a request to enter into an Agreement in whole or in part for reasons of its own, or to suspend the execution of Agreements already in progress. This authority may be invoked inter alia due to the content, nature, purport or form of such request, as well as due to technical objections, refusal of (advance) payment or conflict of the request with the interests of Naturals Cosmetics Cosmos Benelux B.V. or third parties including other customers.

4.9. The Customer may not invoke an Agreement if before or during the execution of the Agreement it appears that the information provided by the Customer regarding species, numbers, compositions, formats, weights and dosages is incorrect or incomplete. In such case Naturals Cosmetics Cosmos Benelux B.V. reserves the right not to execute the Agreement or not to continue its execution. In such case Naturals Cosmetics Cosmos Benelux B.V. can never be held liable to compensate the Customer for any damages, without prejudice to the right and the possibility of Naturals Cosmetics Cosmos Benelux B.V. to claim damages from the Customer or to execute the Agreement at a higher price than agreed upon, to which payment the Customer shall be obliged.

4.10. Cancellation of an Agreement by the Customer shall not be possible unless Naturals Cosmetics Cosmos Benelux B.V. has agreed to this In Writing. If and insofar as Naturals Cosmetics Cosmos Benelux B.V. agrees In Writing to a cancellation of the Agreement, this shall at the very least be subject to the condition that the Customer pays a cancellation fee, consisting of an amount of 15% of the invoice amount involved in the Agreement if the cancellation relates to the sale delivery and acceptance of Products from Naturals Cosmetics Cosmos Benelux B.V.’s standard product range and the full (i.e. 100% of the) invoice amount if the cancellation relates to the sale, delivery and acceptance of Products not belonging to Naturals Cosmetics Cosmos Benelux B.V.’s standard product range (including Products printed by name and/or intended specifically for the Customer).

Article 5. Execution of Agreement

5.1. If during the execution of the Agreement it appears that for a proper execution of the Agreement by Naturals Cosmetics Cosmos Benelux B.V. it is necessary to modify and/or supplement the Agreement, Naturals Cosmetics Cosmos Benelux B.V. will inform Customer as soon as possible. Parties will then proceed to amend the Agreement in a timely manner and in mutual consultation.

5.2. If Parties agree that the Agreement will be amended and/or supplemented, the time of completion of the execution may be affected as a result. In that case Naturals Cosmetics Cosmos Benelux B.V. will inform Customer as soon as possible.

5.3. If an amendment and/or addition to the Agreement will have financial or other (quantitative and/or qualitative) consequences, Naturals Cosmetics Cosmos Benelux B.V. will inform the Customer in advance.

5.4. Customer shall timely provide all data or instructions necessary for Naturals Cosmetics Cosmos Benelux B.V. to perform its obligations under the Agreement. The Customer shall also timely provide any information or instructions that the Customer should reasonably understand are necessary for Naturals Cosmetics Cosmos Benelux B.V. to perform its obligations under the Agreement. If Customer fails to provide such information or instructions or fails to do so on time, Customer shall be entitled to suspend execution of the Agreement. Any additional costs resulting from the delay caused by this shall be borne entirely by Customer.

Article 6. Prices and price changes

6.1. All prices charged by Naturals Cosmetics Cosmos Benelux B.V. are in euros (€) and are exclusive of sales tax and other government levies and increases, unless expressly stated otherwise.

6.2. The prices charged by Naturals Cosmetics Cosmos Benelux B.V. are based on cost price factors as applicable on the date of the offer.

6.3. Should any of the cost price factors (such as, but not limited to, purchase prices, raw material costs, freight costs, energy costs, tax rates, import and export duties or foreign currency exchange rate changes) of a Product change in the period between the date of the offer and the date of delivery, Naturals Cosmetics Cosmos Benelux B.V. shall be entitled to adjust the agreed price accordingly.

6.4. Naturals Cosmetics Cosmos Benelux B.V. reserves the right to change, discontinue and/or replace the sale of (certain) Products (or any part or content thereof) with other Products at any time without prior notice. Naturals Cosmetics Cosmos Benelux B.V. shall not be liable to Customer or to any third party for any modification, price change, suspension, discontinuance and/or replacement of Products.

6.5. Obvious (writing and/or manipulation) errors in the quotation, such as obvious inaccuracies, may be corrected by Naturals Cosmetics Cosmos Benelux B.V. even after the Agreement has been concluded.

6.6. Unless expressly stated otherwise, delivery costs for the delivery of Products are not included in the price. Special rates apply for delivery outside the Netherlands. Naturals Cosmetics Cosmos Benelux B.V. will indicate the costs of delivery, which are to be borne by the Customer, to the Customer upon conclusion of the Agreement.

6.7. With regard to certain payment methods, further conditions may apply with regard to the delivery method and related costs. This will be communicated to Customer.

Article 7. Payments

7.1. The amounts due under the Agreement by Customer to Naturals Cosmetics Cosmos Benelux B.V. shall be charged by invoice. Payment shall be made in euros (€) and within the term of payment specified in the Agreement, being the fatal term of payment. If no term of payment is stated in the Agreement, payment shall be made within fourteen (14) days of the invoice date, being the fatal term of payment.

7.2. Customer cannot invoke any right of discount, suspension or deduction. Compensation by Customer shall only be permitted if Naturals Cosmetics Cosmos Benelux B.V. has acknowledged Customer’s claim In Writing.

7.3. Customer shall at all times and irrespective of the agreed payment terms, be obliged to provide security for the payment of the amounts payable to Naturals Cosmetics Cosmos Benelux B.V. under the Agreement at Naturals Cosmetics Cosmos Benelux B.V.’s first request. The security offered shall be such that the claim together with any interest and costs due in respect thereof shall be adequately covered and that Naturals Cosmetics Cosmos Benelux B.V. shall be able to recover same without difficulty. Any security later rendered insufficient must be supplemented to an adequate security upon Naturals Cosmetics Cosmos Benelux B.V.’s first request.

7.4. Payments, regardless of the appointment, shall first be deemed to have been made in settlement of interest and costs, and subsequently in settlement of the oldest outstanding invoice.

7.5. If the deadline for payment is exceeded, the Customer shall be in default by operation of law and shall thereafter be liable to pay contractual interest of 2% per month (cumulative) on the amount due, with each month that has elapsed counting as a full month, without prejudice  to the other rights that Naturals Cosmetics Cosmos Benelux B.V. may enforce against the Customer on account of non-payment or late payment. In the event that the statutory interest rate is higher than the aforementioned percentage, the Customer shall be liable for the statutory interest, with each month that has elapsed counting as a full month.

7.6. Naturals Cosmetics Cosmos Benelux B.V. is entitled and authorized, when a situation of default arises, to immediately suspend and discontinue the execution of the Agreement, until the Customer has paid its outstanding financial obligations in full.

7.7. In the event Naturals Cosmetics Cosmos Benelux B.V. is forced to outsource its claim, Customer shall be liable for all costs, both judicial and extrajudicial, in addition to its further claims for damages, the latter being fixed at 15% of the amount to be claimed, with a minimum of € 750,– (seven hundred and fifty euros). The amount to be claimed in this case means the total of the outstanding invoice amounts plus the (contractual) interest due.

7.8. In the event of Customer’s bankruptcy, suspension of payments or receivership, Customer’s obligations under the Agreement to Naturals Cosmetics Cosmos Benelux B.V. shall become immediately due and payable.

Article 8. Deliveries

8.1. The delivery times quoted by Naturals Cosmetics Cosmos Benelux B.V. are only indicative and should never be considered as deadlines. Naturals Cosmetics Cosmos Benelux B.V. may provide further information regarding delivery times on the Website or by other means In Writing or orally upon request. Such information is indicative only.

8.2. The term of delivery of the Products shall commence on the date of execution of the Agreement or, if later, on the date on which an agreed down payment has been made in full or on the date on which information relevant to the execution of the Agreement has been received from the Customer.

8.3. In case of late delivery, Naturals Cosmetics Cosmos Benelux B.V. must be notified in writing of the default and granted a period of at least fourteen (14) calendar days in which Naturals Cosmetics Cosmos Benelux B.V. may still fulfill its obligation to deliver, unless reasonableness and fairness under the circumstances justify a longer period.

8.4. The risk of the Products shall pass to the Customer at the time of arrival of the Products at the agreed place of delivery, unless expressly agreed otherwise.

8.5. Naturals Cosmetics Cosmos Benelux B.V. is authorized to make partial deliveries. Each partial delivery shall be considered and treated as a separate delivery with all related legal consequences.

8.6. Customer shall make a contribution to freight costs to be determined by Naturals Cosmetics Cosmos Benelux B.V. if the transaction between Customer and Naturals Cosmetics Cosmos Benelux B.V. involves an invoice amount less than the free house amount. Naturals Cosmetics Cosmos Benelux B.V. reserves the right to charge the Customer freight charges if delivery of the Products takes place outside Naturals Cosmetics Cosmos Benelux B.V.’s usual days of delivery. The forwarding costs to be incurred by Naturals Cosmetics Cosmos Benelux B.V. in this case will be charged by Naturals Cosmetics Cosmos Benelux B.V. to the Customer.

8.7. All designs, plates, templates etc. whether or not at the request of the Customer or on the instructions of Naturals Cosmetics Cosmos Benelux B.V., even if they have been or will be charged in full or in part to the Customer, shall remain the property of Naturals Cosmetics Cosmos Benelux B.V.. Customers may be charged by Naturals Cosmetics Cosmos Benelux B.V. for the costs of designs, plates, templates etc. made for the purpose of a quotation requested by the Customer.

8.8. The method of packaging, shipment and choice of packaging material shall be determined by Naturals Cosmetics Cosmos Benelux B.V.. Empty packaging, unless otherwise agreed In Writing, will not be taken back by Naturals Cosmetics Cosmos Benelux B.V.. Customer shall comply with the provisions as included and described in article 13 of these General Terms and Conditions.

Article 9. Retention of title and lien

9.1. Naturals Cosmetics Cosmos Benelux B.V. remains the owner of all Products delivered by it as long as the Customer has not fully complied with all that it is obliged to do under the Agreement, in particular with its payment obligations, including interest and costs.

9.2. Naturals Cosmetics Cosmos Benelux B.V. shall be entitled at all times to take back or cause to be taken back the Products it has delivered. The Customer hereby authorizes Naturals Cosmetics Cosmos Benelux B.V. or any third parties engaged by Naturals Cosmetics Cosmos Benelux B.V. to enter the premises and other buildings where the delivered Products are stored and/or placed and to do or refrain from doing anything that is or may be conducive to the repossession of the delivered Products, under penalty of forfeiting an immediately payable fine of € 10,000.– (in words: ten thousand Euros) per day that the Customer remains in default.

9.3. The Customer shall not be permitted to assert any rights to Products subject to retention of title pursuant to this article, such as pledging the Products or encumbering them with any other right. The Customer is furthermore obliged to immediately notify Naturals Cosmetics Cosmos Benelux B.V. In Writing if any third party wishes to assert any rights to Products subject to retention of title pursuant to this article.

9.4. The Customer undertakes, upon Naturals Cosmetics Cosmos Benelux B.V.’s first request:

1. to insure and keep insured the Products subject to retention of title under this article against fire, explosion and water damage as well as against theft and loss and to submit the relevant policy or policies of this insurance to Naturals Cosmetics Cosmos Benelux B.V. for inspection;
2. to pledge all Customer’s claims against insurers with regard to the Products delivered by Customer that are subject to retention of title pursuant to this article to Naturals Cosmetics Cosmos Benelux B.V. in the manner prescribed in article 3:239 of the Dutch Civil Code;
3. to pledge to Naturals Cosmetics Cosmos Benelux B.V., in the manner prescribed in article 3:239 of the Dutch Civil Code, any claims that the Customer may acquire against the Customer upon the resale of Products delivered by Naturals Cosmetics Cosmos Benelux B.V. that are subject to retention of title pursuant to this article;
4. to mark and identify the Products delivered by Naturals Cosmetics Cosmos Benelux B.V. that are subject to retention of title pursuant to this article;
5. to cooperate in any other way to all reasonable measures Naturals Cosmetics Cosmos Benelux B.V. wishes to take for the protection and safeguarding of its proprietary rights in relation to the Products delivered under retention of title, all this under penalty of an immediate fine of € 10,000.– (in words: ten thousand Euros) for each day it remains in default without further notice.

9.5. In the event Naturals Cosmetics Cosmos Benelux B.V. cannot invoke its retention of title because the Products it has delivered have unexpectedly been mixed, transformed or copied, the Customer shall be obliged to pledge the newly formed Products to Naturals Cosmetics Cosmos Benelux B.V., under penalty of an immediate fine of € 10,000.– (in words: ten thousand Euros) per day that it remains in default and without further notice of default.

Article 10. Examination and right of complaint

10.1. Naturals Cosmetics Cosmos Benelux B.V. shall endeavor to do everything necessary to ensure that the Products to be delivered by it meet the requirements that can reasonably be expected of them.

10.2. The Customer shall be obligated, immediately upon execution of the Agreement, to thoroughly inspect the Products delivered by Naturals Cosmetics Cosmos Benelux B.V. for errors and defects and, in the event of their presence, to notify Naturals Cosmetics Cosmos Benelux B.V. In Writing immediately but no later than three (3) working days after delivery.

10.3. In the event the Customer fails to notify Naturals Cosmetics Cosmos Benelux B.V. within three (3) working days after the time of delivery of errors and defects that could or should have been discovered upon thorough examination, the Customer shall be deemed to have agreed to the condition in which the Products have been delivered as aforesaid, and the right to complain shall lapse.

10.4. The Products delivered by Naturals Cosmetics Cosmos Benelux B.V. shall in any case be considered sound, if the Customer has put the delivered Products or a part of the delivered Products to use, has treated or processed them, has delivered them to third parties, or has had them put to use, has had them treated or processed, or has had them delivered to third parties, unless the Customer has observed the provisions of this article.

10.5. After complaints have reached Naturals Cosmetics Cosmos Benelux B.V. in accordance with article 10 paragraph 2, Naturals Cosmetics Cosmos Benelux B.V. shall as soon as possible investigate the merits of the complaint(s). Customer shall allow representatives of Naturals Cosmetics Cosmos Benelux B.V. to examine the Products in question. Following this investigation Naturals Cosmetics Cosmos Benelux B.V. will decide whether the complaint is founded. If the complaint is founded, Naturals Cosmetics Cosmos Benelux B.V. will have the option to either replace the Products or credit the Customer for an amount equal to the price owed by the Customer for the Products in question. If Naturals Cosmetics Cosmos Benelux B.V. and the Customer cannot agree on the merits of the complaint, the decision on the merits of the complaint will be left to an expert to be appointed by Parties in joint consultation.

10.6. As an extension of the provisions in article 10 paragraph 5, in case of complaints regarding Products delivered per package, Customer cannot be obliged to credit the price due by Customer for the Products delivered per package, if the Customer has used all or part of the Products delivered per package. The expert’s decision shall be binding. The costs of this expert examination shall be borne by the Party ruled against by the expert. Naturals Cosmetics Cosmos Benelux B.V. shall notify the Customer In Writing that it wishes to make use of this expert examination. The Customer shall then have the right, for a period of one (1) month, to apply to the competent court in accordance with these General Terms and Conditions with regard to this dispute.

10.7. Return of delivered Products is only permitted if express consent In Writing has been obtained from Naturals Cosmetics Cosmos Benelux B.V..

10.8. If the period of three (3) working days referred to in subsections 2 and 3 of this article must, according to standards of reasonableness and fairness, be considered unacceptably short, even for a careful and alert Customer, such period shall be extended until, at the latest, the first moment when investigation or notification of Naturals Cosmetics Cosmos Benelux B.V. is reasonably possible for the Customer.

Article 11. Tolerances

11.1. With regard to the Products delivered by Naturals Cosmetics Cosmos Benelux B.V., with respect to the agreed specifications, the deviations listed below are permissible both upwards and downwards. The average of the total quantity delivered in terms of type, quality, color and execution shall serve as a criterion. For specifications other than those mentioned below, the deviation allowed in previous deliveries and, in the absence thereof, the usual deviations shall be permissible.

11.2. Notwithstanding the provisions of this paragraph, with respect to any deviations in color, Naturals Cosmetics Cosmos Benelux B.V. shall be deemed to have performed properly if such deviations are minor. Naturals Cosmetics Cosmos Benelux B.V.  accepts no liability for incorrect color numbers provided by the Customer. If it concerns an order, whereby a color must be created, which does not occur in the PMS color system or any other color recognition system, Customer must describe the color desired by him as accurately as possible. Naturals Cosmetics Cosmos Benelux B.V. will in such a case approximate the color desired by Customer as much as possible. Colors supplied on paper or plastic may, when applied to another material, give a different color image which may give the impression that the color applied to the other material is the same as the sample handed over by the Customer to Naturals Cosmetics Cosmos Benelux B.V., or the color number made known by the Customer.

11.3. Regarding the quantity, Naturals Cosmetics Cosmos Benelux B.V. will be deemed to have performed properly if deviations in quantities do not exceed 20% above or below the agreed quantity. Invoicing will take place on the basis of the actual quantity delivered.

11.4. Regarding grammage, thickness, formats etc., Naturals Cosmetics Cosmos Benelux B.V. will be considered to have performed properly if deviations in the above specifications do not exceed 10% (of grammage), 20% (of thickness) and 5% (of formats) respectively of the agreed specifications.

Article 12. Warranties

12.1. Naturals Cosmetics Cosmos Benelux B.V.’s liability under the warranty shall be limited to the replacement of the faulty Products or reimbursement of the amount invoiced for such faulty Products, at Naturals Cosmetics Cosmos Benelux B.V.’s discretion.

12.2. In any case the warranty does not cover defects that are fully or partially the result of:

1. non-observance of operating, maintenance and storage instructions, or other than the intended normal use;
2. normal wear and tear;
3. application of any government regulation regarding the nature or quality of the materials used;
4. materials or goods provided by the Customer to Naturals Cosmetics Cosmos Benelux B.V. for processing;
5. materials, goods, working methods and constructions insofar as applied on the Customer’s explicit instruction;
6. Products obtained by Naturals Cosmetics Cosmos Benelux B.V. from third parties, insofar as the third parties have not provided Naturals Cosmetics Cosmos Benelux B.V. with a warranty;
7. improper use or use for any other purpose that is customary.

12.3. If the Customer fails to fulfill its obligations under the Agreement(s) concluded with Naturals Cosmetics Cosmos Benelux B.V., Naturals Cosmetics Cosmos Benelux B.V. shall not be held to any warranty with regard to such Agreement(s).

12.4. Alleged non-performance by Naturals Cosmetics Cosmos Benelux B.V. of its warranty obligations shall not relieve Customer of its obligations under the Agreement with Naturals Cosmetics Cosmos Benelux B.V..

Article 13. Suspension

13.1. If Customer fails to fulfill any obligation under the Agreement, fails to fulfill it in full or in a timely manner, Naturals Cosmetics Cosmos Benelux B.V. shall be entitled to suspend fulfillment of its obligations.

13.2. Naturals Cosmetics Cosmos Benelux B.V. is further authorized to suspend the fulfillment of its obligations under the Agreement (among other things) if:

1. after entering into the Agreement Naturals Cosmetics Cosmos Benelux B.V. has become aware of circumstances that give good reason to fear that the Customer will not, not completely or not timely fulfill his obligations under the Agreement;
2. Customer, upon entering into the Agreement, was requested to provide security for the fulfilment of its obligation(s) under the Agreement and such security is not provided or is insufficient;
3. circumstances occur which are of such a nature that compliance with the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required of Naturals Cosmetics Cosmos Benelux B.V..

Article 14. Termination

14.1. If Customer fails to fulfill its obligations under the Agreement or circumstances as mentioned in paragraph 2 of this article occur, Naturals Cosmetics Cosmos Benelux B.V. is entitled to terminate the Agreement immediately (prematurely) (by dissolution or termination), without notice of default being required. In such case the Customer shall not be entitled to any compensation whatsoever and the Customer shall be obliged to compensate Naturals Cosmetics Cosmos Benelux B.V. for all damages, interest and costs resulting from the (premature) termination (by dissolution or termination).

14.2. Among other things, Naturals Cosmetics Cosmos Benelux B.V. shall be entitled to terminate (prematurely) the Agreement (by dissolution or termination) if Customer fails to make timely payments or comply with other obligations under the Agreement (including these terms and conditions), or if any of the following circumstances occur or threaten to occur: one or more of Customer’s assets is attached conservatively or executorily and that attachment has not been lifted within five (5) calendar days;

1. Customer’s bankruptcy is filed for;
2. Customer is declared bankrupt;
3. Customer is granted suspension of payment, provisional or otherwise, or such suspension of payment is applied for by Customer;
4. Customer dies, is placed under guardianship and/or receivership; e. Customer’s business is discontinued and/or dissolved and/or liquidated and/or transferred to a third party;
5. Naturals Cosmetics Cosmos Benelux B.V. is declared bankrupt;
6. Customer performs or fails to perform actions which bring the good name of Naturals Cosmetics Cosmos Benelux B.V. or third parties including other Customers into serious disrepute;
7. Customer no longer complies with any rules or regulations imposed by or pursuant to the law;
8. Customer reports a delay in payment.

14.3. If Naturals Cosmetics Cosmos Benelux B.V. has already performed services in execution of the Agreement at the time of termination, such services and related payment obligations shall not be subject to cancellation, regardless of whether the Agreement has been terminated by dissolution or cancellation.

Article 15. Liability and damages

15.1. Naturals Cosmetics Cosmos Benelux B.V. shall not be liable for damages suffered by Customer unless they are the direct result of an attributable shortcoming or wrongful act of Naturals Cosmetics Cosmos Benelux B.V.. In such case Naturals Cosmetics Cosmos Benelux B.V.’s liability shall be limited to fulfillment of the warranty obligations described in article 12.

15.2. The limitation of liability of Naturals Cosmetics Cosmos Benelux B.V. as contained in this article shall not apply in case of willful intent or deliberate recklessness on the part of Naturals Cosmetics Cosmos Benelux B.V..

15.3. Further to the provisions of this article, Naturals Cosmetics Cosmos Benelux B.V. shall not be liable due to the mere fact that the Product desired by the Customer is revoked, destroyed or otherwise challenged by third parties (such as government agencies, tax authorities and/or a court).

15.4. If the Agreement is executed for the benefit of several persons or legal entities, the limitation of liability with regard to the Agreement applies to all persons or legal entities involved jointly and they are responsible for dividing the maximum amount of damages to be paid among themselves.

15.5. The Customer shall indemnify Naturals Cosmetics Cosmos Benelux B.V. against claims from any other party that may arise as a result of the Customer’s failure to comply or comply properly with an obligation arising from the Agreement and/or the General Terms and Conditions. This shall not apply if (i) the Customer can prove that the damage is not related to a culpable act or omission attributable to him or (ii) such damage was caused by intent or deliberate recklessness on the part of Naturals Cosmetics Cosmos Benelux B.V.. This indemnification also applies to third parties engaged by Naturals Cosmetics Cosmos Benelux B.V. and employees of Naturals Cosmetics Cosmos Benelux B.V., as well as to companies affiliated with Naturals Cosmetics Cosmos Benelux B.V..

15.6. Any rights of action and recourse shall only be exercised by the Customer and/or its affiliated companies against Naturals Cosmetics Cosmos Benelux B.V.. No action, claim, claim for damages or otherwise in connection with the Agreement and/or General Terms and Conditions shall be brought by the Customer against the (current or former) employees, directors and (directors of) shareholders of Naturals Cosmetics Cosmos Benelux B.V.. They may invoke this provision and, if necessary, the foregoing shall apply as an irrevocable third-party clause for no consideration.

15.7. Naturals Cosmetics Cosmos Benelux B.V. shall not be liable for consequential damages, indirect damages, trading losses, loss of profits, immaterial damages and/or punitive damages. Naturals Cosmetics Cosmos Benelux B.V. is furthermore not liable in case of force majeure, as described in article 17 of these General Terms and Conditions.

15.8. Naturals Cosmetics Cosmos Benelux B.V. shall not be liable for damages concerning errors made because Customer or a third party has provided incorrect or incomplete information.

15.9. The Customer must report any damage for which Naturals Cosmetics Cosmos Benelux B.V. may be held liable to Naturals Cosmetics Cosmos Benelux B.V. as soon as possible, but in any case within ten (10) days of the occurrence of the damage, under penalty of forfeiting any right to compensation for the damage.

15.10. Customer’s rights of action arising from the Agreement and other powers vis-à-vis Naturals Cosmetics Cosmos Benelux B.V., in deviation from the statutory limitation periods, shall lapse after the expiration of one (1) year after the damage for which the Customer holds Naturals Cosmetics Cosmos Benelux B.V. liable first manifested itself, and shall in any event lapse after the expiration of three (3) years after the occurrence of the damage-causing event.

Article 16. Force Majeure

16.1. Circumstances beyond the will and control of Naturals Cosmetics Cosmos Benelux B.V., whether or not foreseeable at the time of entering into the Agreement, which are of such a nature that compliance with the Agreement can no longer reasonably be required of Naturals Cosmetics Cosmos Benelux B.V., shall be considered force majeure, irrespective of whether permanent or temporary, and shall release Naturals Cosmetics Cosmos Benelux B.V. from its obligations to perform.

16.2. Force majeure includes in any case: War, riots, natural disasters, pandemics, storm damage, fire, earthquakes, floods, abnormal weather conditions, snow, snowfall, frost, ice conditions, strikes, lockouts or lack of personnel, deficiencies in auxiliary and transport means, shortage of raw materials and nutrients and/or deficiencies in the delivery thereof (including any unreasonable price increases as a result), problems at sea, traffic impediments, theft of goods, breakdowns in electricity supplies, internet connections and cable, telephone or other communication networks such as e-mail, default of third parties engaged by Naturals Cosmetics Cosmos Benelux B.V., as well as all impediments caused by governmental measures. Force majeure on the part of suppliers (overseas) of Naturals Cosmetics Cosmos Benelux B.V. as well as delivery problems in case of so-called difficult to deliver addresses also fall under this force majeure provision.

16.3. In case of force majeure Naturals Cosmetics Cosmos Benelux B.V. has the right to terminate the Agreement, in whole or in part, without judicial intervention and without Customer being entitled to claim damages.

Article 17. Intellectual property rights

17.1. Customer acknowledges that Naturals Cosmetics Cosmos Benelux B.V. is the owner of, and thus shall exclusively license all intellectual property rights, including patents, copyrights, designs, models, domain names, trademark rights, trade names, photographs, know-how and all other commercial rights and trade secrets, documents, etc. in relation to the Products. There shall be no transfer of any intellectual property rights whatsoever to the Customer, unless explicitly agreed otherwise In Writing. The foregoing also applies to Products designed and/or developed in particular for the benefit of the Customer.

17.2. Except with the express In Writing permission of Naturals Cosmetics Cosmos Benelux B.V., the Customer is not permitted to use, let alone adapt, remove and/or modify Naturals Cosmetics Cosmos Benelux B.V.’s intellectual property rights. In the event that Naturals Cosmetics Cosmos Benelux B.V. grants Customer permission to use its intellectual property rights, Customer shall at all times ensure that no damage is caused to the distinctiveness, reputation, validity and/or goodwill of such intellectual property rights of Naturals Cosmetics Cosmos Benelux B.V.. Customer is further prohibited from registering trademarks identical or similar to Naturals Cosmetics Cosmos Benelux B.V.’s trademarks, which may cause confusion among the public or mislead the public.

17.3. Customer shall promptly notify Naturals Cosmetics Cosmos Benelux B.V. In Writing of any infringement or potential infringement of Naturals Cosmetics Cosmos Benelux B.V.’s intellectual property rights that has come to its attention. The decision to take legal action against the aforementioned infringements shall at all times be reserved to Naturals Cosmetics Cosmos Benelux B.V..

17.4. The Website and all parts thereof, with the exception of certain hyperlinks, are the property ofNaturals Cosmetics Cosmos Benelux B.V.. You may not disclose, copy or store the Website or any portion thereof without the express In Writing permission of Naturals Cosmetics Cosmos Benelux B.V.. This permission is not required for personal, non-commercial use.

17.5. In the event the Customer breaches one or more provisions of this article, the Customer shall be liable to pay Naturals Cosmetics Cosmos Benelux B.V. an immediate penalty of € 10,000.– (in words: ten thousand euros), payable without further notice of default, plus a penalty of € 1,000.– (in words: one thousand euros) for each day the breach continues. Naturals Cosmetics Cosmos Benelux B.V. shall be entitled to claim additional damages if the damages exceed the penalty amount.

Article 18. Privacy and Data Protection

18.1. Naturals Cosmetics Cosmos Benelux B.V. is the responsible party for processing Customer’s personal data in view of the General Data Protection Regulation.

18.2. Naturals Cosmetics Cosmos Benelux B.V.’s privacy statement applies to the processing of Customer’s personal data and can be found on the Website.

Article 19. Applicable law and disputes

19.1. The Agreement and its legal consequences are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. This also applies if an obligation is wholly or partly performed abroad or if the Customer has its registered office abroad.

19.2. If the Customer is located within the European Economic Area (hereinafter: ”EEA”), all disputes arising from or relating to the Agreement and all resulting agreements to which the General Terms and Conditions apply between Parties shall be settled exclusively by Court of Hamburg (Germany).

19.3. If Customer is not located within the EEA, all disputes arising from or related to this Agreement and all resulting agreements to which the General Terms and Conditions apply between Parties shall be settled exclusively in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal will consist of one arbitrator, who will be appointed according to the list procedure. The place of arbitration will be Amsterdam. The proceedings will be conducted in English and the arbitral tribunal will decide according to the rules of Dutch law.

Article 20. Amendment and interpretation of the General Terms and Conditions.

20.1. The General Terms and Conditions are subject to amendment and modification. Any future amendments and modifications shall also apply with respect to Agreements entered into prior to the date of amendment and modification, unless expressly agreed otherwise In Writing.

20.2. Amendments and modifications shall enter into force twenty-one (21) days after publication, unless otherwise stated upon publication.

20.3. Deviation from the General Terms and Conditions may only be made by provision in the Agreement. If there is a conflict between the Agreement and the General Terms and Conditions, the terms of the Agreement shall prevail.