Terms & Conditions

Article 1. Definitions

EAVE: the private limited liability company EAVE Cosmetics B.V., having its office at (2902 LG)Capelle aan den IJssel, the Netherlands, at ‘s-Gravenweg 160, registered with the trade register under number 62051040. Buyer: every individual or legal entity that enters into an agreement or wishes to enter into an agreement, not as a consumer but as a business, to purchase Products fromEAVE. Agreement: the agreement between EAVE and Buyer relating to the purchase of Products and any amendment thereto. Offer: any quotation, proposal or offer made by EAVE to Buyer for the sale of Products and the Price thereof. Price: the price quoted by EAVE for the purchase of Products under the Agreement. Products: cosmetics and other personal care products offered for sale by EAVE. Purchase Order: an order or request made by Buyer to EAVE to purchase any Products. General Terms: these general terms and conditions, as amended from time to time, which are published on the Website. Website: www.eavecosmetics.com.

Article 2. Applicability

The General Terms apply to all Offers, Purchase Orders and Agreements.
Deviations from the General Terms are only valid if they have been agreed in writing with EAVE.
Any general terms and conditions of Buyer, under whatever name, do not apply to any Offer, Purchase Order or Agreement.
EAVE is entitled to amend the General Terms from time to time, which amendment will take effect as of the date of publication thereof on the Website. Unless Buyer objects in writing to EAVEwithin thirty (30) days after publication against the proposed amendment, Buyer will be deemed to have accepted the new General Terms.

Article 3. Agreement

All Offers are valid for fourteen (14) days, unless otherwise indicated. EAVE will only be bound by an Offer if Buyer accepts the Offer in writing within fourteen (14) days or an agreed different period and if EAVE subsequently confirms the Agreement.
EAVE may at its sole discretion accept or decline any Purchase Order and may choose to accept a Purchase Order only partially.
An Offer that consists of multiple parts does not oblige EAVE to perform part of the Offer for a corresponding part of the Price.
If the acceptance by Buyer deviates in any way from the Offer, Buyer will be deemed to have rejected the Offer and no Agreement will have been concluded.
No rights from an Offer can be derived for future purchases of Products.
Buyer may cancel a Purchase Order or Agreement subject to EAVE’s prior written consent, which EAVE may withhold in its sole discretion. All cancellations may be subject to cancellation charges at EAVE’s discretion.

Article 4. Prices

All Prices quoted by EAVE are in Euros (€) and are exclusive of VAT. Shipping charges are for the account of Buyer and will be added to the Price if they are charged to EAVE.
EAVE may change the Price at any time and EAVE will notify Buyer thereof as soon as possible. In the event of an increase of the Price, Buyer may cancel any undelivered portion of any Purchase Order or Agreement by written notice to EAVE, provided that such notice is received by EAVE no later than ten (10) days after Buyer’s receipt of EAVE’s notice of the Price increase.
Alle Prices communicated to Buyer are confidential for Buyer and will not be disclosed by Buyer to any third party.

Article 5. Delivery

Unless agreed otherwise, the Products will be delivered FCA-A on the premises of EAVE (Incoterms® 2024), meaning that as of delivery the risk for loss or damage of the Products and the costs of transportation are for Buyer.
Delivery times are estimates and may depend on external circumstances, including the correct and timely delivery by EAVE’s suppliers and the receipt by EAVE of all necessary information from Buyer to make the delivery. If EAVE fails to meet an agreed deadline for the delivery of any of the Products, EAVE will not automatically be in breach of the Agreement. In such event, EAVE and Buyer will use their best efforts to agree on an alternative time schedule. If no such agreement can be reached, Buyer will allow EAVE a reasonable period of time given the circumstances to deliver the Products.
The Products may be delivered in parts and in advance of any agreed delivery date.
If any Products cannot be delivered to Buyer on the agreed time due to any cause attributable to Buyer, EAVE may store the Products in a storage facility at the expense and for the risk of Buyer, without prejudice to the obligation of Buyer to pay the Price.

Article 6. Retention of title

Products are delivered to Buyer on the condition that the ownership of all Products delivered to Buyer remains with EAVE until Buyer has paid all outstanding amounts due to EAVE under all Agreements.
Buyer will keep the Products delivered to it in its possession on behalf of EAVE until the ownership has passed to EAVE in accordance with the first paragraph. Buyer will exercise due care to the Products delivered to it. Buyer may use and resell the Products in the normal course of business, provided that any resale to a professional third party requires the prior approval of EAVE, in which event EAVE may demand a first right of pledge from Buyer on the Products as security for itspayment to EAVE of the outstanding amounts.

Article 7. Inspection and acceptance of Products

Buyer shall inspect all Products within five (5) days after delivery as referred to in article 5.1.
If, for whatever reason, Buyer is of the opinion that the Products do not properly comply with the Agreement, it must send a written notice of default to EAVE as soon as possible. The notice of default must include a description of the alleged non-compliance in as much detail as possible, so that EAVE is able to respond adequately. If Buyer has not given written notice of default within five (5) days after its discovery of the alleged non-compliance or at the latest within ten (10) days after delivery of the Products, all possible claims of Buyer will have lapsed.
Any failure of EAVE to perform its contractual obligations (including in the event of force majeure) does not give Buyer the right to dissolve the Agreement in whole or in part.
At EAVE’s discretion it will replace any non-conforming Products or it will refund or adjust the Price, which will be the sole remedy of Buyer in the event of any breach of the Agreement.

Article 8. Payment

All invoices from EAVE to Buyer must be paid within fourteen (14) days of the invoice date, unless another term of payment has been agreed upon in the Agreement.
Payment of the full amount of the invoice must be made in Euros (€) on or before the due date by bank transfer to the bank account of EAVE mentioned in the invoice. All bank charges are for the account of Buyer.
Buyer will not withhold payment or set-off any amount due and payable to EAVE by reason of an alleged claim or dispute or for any other reason.
If Buyer disputes any invoice or portion thereof, it shall notify EAVE in writing within thirty (14) days of the date of the invoice, detailing its objections, and pay all undisputed amounts. All amounts not disputed in time are deemed to be accepted and undisputed by Buyer.

Article 9. Consequences of late payment

If Buyer fails to make any payment when due to EAVE, EAVE will have the right to suspend or cancel any further delivery in whole or in part until the payment, with any payable interest and costs, is made. This is without prejudice to EAVE's right to (partially) dissolve the Agreement and furthermore without any reminder or notice of default or notification thereof to Buyer being required. Buyer will not have any claim whatsoever against EAVE in this respect and the rights of EAVE towards Buyer pursuant to the Agreement will not be restricted in any way whatsoever as a result. In particular, EAVE will remain fully entitled to the Price.
If Buyer fails to make any payment to EAVE on time and/or in full, Buyer is in default towards EAVE by operation of law, without any reminder or (further) notice of default being required.
In the event that Buyer is in breach of any of its contractual obligations towards EAVE, or in the event of a (provisional) suspension of payments or bankruptcy of Buyer, all amounts owed by Buyer to EAVE will become immediately due and payable in full, without any summons or notice of default being required.
In the event of late payment of any amount owed by Buyer to EAVE, Buyer will owe EAVE, without any summons or notice of default being required, an interest compensation of five percent (5%)per month from the due date until the date of full payment of the outstanding amount. When calculating the interest compensation, part of a month will be counted as a whole month.
In the event of late and/or incomplete payment of the Price and any other amount owed by Buyer to EAVE, all costs incurred by EAVE as a result, both judicial and extrajudicial, will be for the account of Buyer, who will reimburse EAVE at the latter's first request. EAVE's extrajudicial collection costs will amount to fifteen percent (15%) of the amount owed, with a minimum of five hundred euros (€ 500,-) excluding VAT. This is without prejudice to EAVE's right to full payment of any additional (legal) costs incurred for the collection of its claims against Buyer, including the costs of its lawyer, agent, bailiff, etc.

Article 10. Disclaimer of warranty

The sole warranty provided by EAVE with regard to the Products is that at the time of delivery the Products shall comply with (i) the applicable specifications thereof as provided by EAVE and (ii) all applicable legislation and regulations in the Netherlands.
Any warranties provided by the manufacturer of the Products are subject to and in accordance with their terms and conditions.
Without prejudice to the first paragraph, EAVE gives no warranty that the Products, or any element thereof, will not be infringing any intellectual property rights of any third parties.

Article 11. Intellectual property rights

Unless indicated or agreed otherwise all worldwide intellectual property rights to the Products, and its concept, name, design, including but not limited to copyrights, neighboring rights, design rights, trademark rights, patents, database rights, trade secrets (“IP Rights”), are vested exclusively in EAVE, and its licensors if any.
Except for the customary use of EAVE’s IP Rights for sales and promotional purposes in the ordinary course of business of Buyer, Buyer is not permitted to make any use of the IP Rights without EAVE's express prior written consent. Any license from EAVE to Buyer or third parties to use (part of) the IP Rights will always be non-exclusive, non-transferable and will not include the right to grant sub-licenses. All IP Rights for which no express right of use has been granted are reserved by EAVE.

Article 12. Retail sales

Buyer will exercise due care in reselling the Products and will not do anything to harm or damage the quality and good reputation of the Products and the IP Rights. When Buyer is selling and/or promoting the Products it will make sure to have an adequate stock to meet the expected customers’ demand.
Buyer will employ sufficient and well-trained staff to sell the Products and to advise and inform its customers.
Buyer will not sell the Products in an environment or in combination with other products, either in a store or online, that may be considered harmful to the Products and/or the IP Rights.
Buyer will sell the Products against fair market prices and will not apply any discounts with the sole exception of any seasonal and customary sale period discounts. Buyer will absolutely refrain from selling the Products against dump prices (more than 30% discount on the recommended retail price), including in the event that Buyer wants to stop selling the Products all together.

Article 13. Termination

Buyer and EAVE may each dissolve any Agreement between them, with immediate effect and without any liability for damages, in the event that the other party is in breach of its obligations under the Agreement and fails to remedy such breach within a reasonable time after receiving a written request to do so. Furthermore, the Agreement may be terminated if the other party is declared bankrupt, is granted suspension of payments, is liquidated as a legal entity or has made an arrangement for the benefit of its creditors.
If an Agreement is terminated by either EAVE or Buyer, or if Buyer has ceased the reselling of Products and/or is not ordering any new Products, all in EAVE’s reasonable judgment, Buyer will offer all its remaining stock of Products to EAVE for sale at a purchase price of thirty percent (30%) of the original Price paid by Buyer, without prejudice to the provisions of article 6 (retention of title). If EAVE decides to repurchase the Products, in part or in full, Buyer will deliver the Products, together with any POS materials in Buyer’s possession without additional costs, to EAVE at EAVE’s premises free of charge and for its own risk and account.

Article 14. Force majeure

Force majeure on the part of EAVE includes any circumstance beyond EAVE's control, whether or not foreseeable at the time the Agreement was concluded, as a result of which EAVE is temporarily or permanently prevented to perform its obligations under the Agreement, which include strikes, natural disasters, breakdowns, pandemics and ensuing government measures, and any failures on the part of a supplier or subcontractor.
In the event of force majeure, EAVE may suspend the fulfilment of its obligations for a reasonable period to be determined by EAVE and, after consultation with Buyer, determine a new estimated date for the delivery of the Products. During the period that EAVE has suspended its obligations due to force majeure, Buyer will remain obliged to fulfil its obligations.
Buyer has no right to dissolve the Agreement when EAVE is prevented to perform its obligations under the Agreement due to force majeure.
If the circumstance causing force majeure for EAVE lasts longer than thirty (30) days, EAVE will have the right to dissolve the Agreement in its entirety or with regard to the obligations affected by force majeure by means of a written notification to Buyer, without Buyer being able to claim any compensation in any form whatsoever.

Article 15. Liability

Without prejudice to the warranty provided by EAVE under the General Terms and the aforementioned sole remedy in the event of non-conforming Products, EAVE will not be liable for any damages suffered by Buyer or any third party that result from any breach of the Agreement by EAVE or from any unlawful act by EAVE or by any of its suppliers.
EAVE will under no circumstance be liable for any indirect damages, including consequential damages, loss of profits and damages due to temporary or permanent close of business.
The limitation of EAVE's liability set out in this clause 14 will not apply in the event of willful intent or gross negligence on the part of EAVE or its management.

Article 16. Miscellaneous

EAVE may assign the Agreement, in whole or in part, to any third party, and the Agreement will inure to the benefit of EAVE’s successors, licensees and assignees. Buyer will have no right to assign the Agreement or any part thereof without EAVE’s prior written consent.
The Agreement, together with its annexes, constitutes the entire agreement and understanding of Buyer and EAVE and supersedes and replaces all negotiations and understandings, whether written or oral, between them relating to the subject matter thereof.
The General Terms and the Agreement may not be amended, waived or cancelled, in whole or in part, in any way, except by an instrument in writing executed by Buyer and EAVE.
In the event that any provision of these General Terms or of the Agreement is held to be invalid, void or illegal, in whole or in part, it will be deemed severed therefrom, to the minimum extent necessary to eliminate its invalidity, voidness or illegality. This severance will not affect, impair or invalidate any other provision therein contained.
The Agreement and these General Terms are exclusively governed by Dutch law. The Vienna Sales Convention does not apply to the General Terms and the Agreement. Any dispute between Buyer and EAVE that cannot be settled amicably will be submitted to the competent Court in Amsterdam, the Netherlands.