Terms & Conditions

General terms and conditions of sale

1. Applicability
1.1 These general terms and conditions ("Conditions") are applicable to every offer, quotation, order confirmation, delivery of Keystone Europe B.V. (hereafter referred to as: "Keystone
Europe"), and form part of every agreement ("Agreement") that Keystone Europe enters into with an other party ("Buyer") in relation to goods and/or services to be supplied by Keystone Europe, as well as all related (legal) acts insofar as these Conditions have not been expressly deviated from by the parties in writing.

1.2 The applicability of any general (purchase) conditions used by the Buyer is expressly rejected by Keystone Europe.

1.3 Changes or additions to these Conditions or the Agreement shall only bind Keystone Europe upon written confirmation thereof by Keystone Europe and shall only apply to the relevant agreement.

1.4 Verbal agreements and/or promises are only binding for Keystone Europe if they have been confirmed in writing by Keystone Europe to the Buyer.

1.5 Should one or more of the provisions of these Terms be null and void, the remaining provisions of these Terms shall remain in full force and effect.

2. Offers and conclusion of the Agreement
2.1 All offers and quotations, both oral and written, made by Keystone Europe are without obligation and may be revoked by Keystone Europe at any time.

2.2 An Agreement is established by written confirmation thereof by Keystone Europe, but in any case at the moment Keystone Europe executes the Agreement. In case of an order for delivery in several parts, the Agreement in its entirety shall be deemed to be established when the first partial delivery takes place.

2.3 Any agreements, commitments, additions and/or amendments to the Agreement made after the order confirmation shall only be binding if agreed in writing by the parties.

2.4 Keystone Europe is entitled, if Keystone Europe considers this necessary or desirable, to engage others for the execution of the Agreement, whereby the costs will be charged to the Buyer. Keystone Europe will consult with the Buyer in advance.

3. Prices
3.1 Unless otherwise agreed, prices are in Euros and exclusive of VAT.

3.2 All prices quoted by Keystone Europe are based on delivery Free Carrier (FCA) , according to the Incoterms 2020 of the International Chamber of Commerce in Paris, warehouse Keystone Europe, unless otherwise agreed in writing.

3.3 Unless otherwise agreed in the Agreement, any other costs to be incurred in connection with the delivery are not included in the price.

3.4 If after the date of offer one or more of the cost price factors undergoes an increase or currency exchange rate changes - even if this occurs due to foreseeable circumstances - Keystone Europe is entitled to increase the agreed price accordingly.

3.5 Keystone Europe is entitled to charge taxes, import duties, levies and other taxes imposed by the government that were not known or did not apply when the Agreement was concluded, or increases thereof.

4. Delivery and delivery period
4.1 All deliveries are made Free Carrier (FCA) warehouse Keystone Europe, according to the Incoterms 2020 of the International Chamber of Commerce in Paris, unless expressly agreed otherwise. Keystone Europe is allowed to deliver the goods in parts.

4.2 Insofar as the parties agree on other Incoterms in trade in deviation from Art. 4.1, these are the Incoterms 2020 of the International Chamber of Commerce in Paris, unless expressly agreed otherwise.

4.3 Unless otherwise agreed in writing, indicated delivery dates are only indicative and never fatal. In case the indicated delivery date(s) cannot be met by Keystone Europe, Keystone Europe will inform the Buyer at the first opportunity, indicating the expected delivery date(s) without giving the Buyer any right to claim for damages in any form whatsoever or to rescind or cancel the Agreement. If fulfilment is not achieved more than eight (8) weeks after the delivery date stated in the Agreement, the Buyer shall be entitled to cancel the Agreement in full or for the unfulfilled part, provided that
the cancellation is made by courier or registered letter and is received by Keystone Europe before delivery of the relevant goods.

5. Differences and discrepancies
5.1 Delivery of 10% more or less than the quantity ordered is permitted. More or less quantities will be charged at the unit price unless otherwise agreed.

5.2 Slight deviations in quality, colour, smell, etc. of the sold goods do not constitute grounds for rejection.

6. Transfer of ownership and risk
6.1 Until such time as the Buyer has fulfilled all his payment obligations, with any additional costs, Keystone Europe retains ownership of the goods sold and/or delivered.

6.2 If the Buyer is also obliged to pay compensation, ownership shall not pass until the entire compensation has also been paid.

6.3 During the period that ownership of the goods remains with Keystone Europe, the Buyer is obliged to store the goods delivered under retention of title carefully and as recognisable property of Keystone Europe and cannot transfer the goods (as security) to third parties and/or encumber them with a security right.

6.4 Should the Buyer default in the fulfilment of its obligations towards Keystone Europe, or if Keystone Europe has reasonable grounds to fear that the Buyer will default in the fulfilment of such obligations, Keystone Europe shall be entitled to repossess the delivered goods without prior notice, without prejudice to Keystone Europe's right to compensation.

6.5 If the Agreement is dissolved by Keystone Europe, the Buyer must immediately make the goods available to Keystone Europe. The Buyer shall have no right of retention in respect of those items and shall not levy a prejudgment attachment on the items.

6.6 Risk in respect of the goods sold shall pass at the time of delivery, which unless otherwise agreed shall be on the basis Free Carrier (FCA) warehouse Keystone Europe.

7. Transport documents
7.1 Keystone Europe's copy of the transport document signed for receipt by the carrier without comments shall serve as full proof of shipment of the quantities stated on the transport document, as well as the external good condition of the goods.

7.2 If, contrary to Article 4.1, a different delivery condition is agreed upon, the transport document signed for receipt by or on behalf of the Buyer without comments shall count as full proof of shipment of the quantities stated on the transport document, as well as the externally good condition of the goods.

8. Complaints
8.1 Upon delivery, the Buyer is obliged to immediately examine whether the goods and/or documents relating to the goods comply with the Agreement.

8.2 Complaints concerning the quantity must be noted on the confirmation of receipt immediately upon delivery of the purchased goods to the Buyer or recipient of the Buyer. Complaints concerning the quality of the goods sold must be submitted in writing to Keystone Europe immediately but no later than seven (7) days after receipt of the relevant goods, accompanied by photographs of the relevant product. In case of Complaints regarding product safety, the Buyer shall notify Keystone Europe immediately by e-mail sales@keystone.nl and by telephone +31 (0)412 - 69 31 00, stating all relevant information regarding the possible danger, including the measures he has taken.

8.3 Complaints about invoices should also be submitted in writing and within five (5) days of the invoice date.

8.4 After the expiry of the deadlines mentioned in Art. 8.2 or non-compliance with Art. 8.3, the Buyer will no longer be able to invoke the non-compliance of the delivered goods and/or documents with the Agreement.

8.5 Defects in part of the delivery do not entitle you to refuse the entire batch.

8.6 Returns for which no prior consultation with Keystone Europe has taken place will not be accepted by Keystone Europe. Returns are at the risk and expense of the Buyer. Keystone Europe only accepts return shipments with return number(s) that the buyer should request from Keystone Europe and provided in original, unopened packaging.

8.7 Notwithstanding the previous paragraphs of this article, complaints will not be considered by Keystone Europe if the delivered goods have been processed, treated or redelivered to a third party.

8.8 Complaints or disputes of any kind shall not entitle the Buyer to defer payment.

8.9 If any complaint is found valid by Keystone Europe, it shall be entitled, at its discretion, to either redeliver the relevant goods or refund the purchase price received, whereby the relevant goods must be kept at Keystone Europe's disposal in original and undamaged condition. Otherwise, Keystone Europe shall not be liable for any damages, losses or costs.

8.10 The Buyer is not allowed to make negative statements about the Keystone Europe brand and/or the supplied product in the media, social media or otherwise, failing which the Buyer shall be liable to Keystone Europe for any damage suffered by the latter, including but not limited to image damage.

9. Numbers, weights, measures and other data
9.1 Minor deviations - to be determined by commercial practice - with regard to stated sizes, weights, numbers, colours and/or other such data shall not count as shortcomings of Keystone Europe.

10. Payment
10.1 Payment must be made before delivery by Keystone Europe and within fourteen (14) days after acceptance of the order confirmation by Keystone Europe, in the agreed currency in which invoiced, by bank transfer and/or credit card, unless otherwise agreed in writing. Cash payments will not be accepted. Payments must be made from bank accounts directly traceable to the Buyer, failing which
payments made may be returned immediately. In that case the Buyer will not be discharged from its debt.

10.2 In case Keystone Europe delivers the goods in parts, Keystone Europe is entitled to invoice separately and the Buyer is obliged to pay these invoices as if they were invoices for separate agreements.

10.3 If the Buyer fails to settle a debt by its due date, he shall be deemed to be in default by operation of law, without any summons or notice of default being required. In that case, all Keystone Europe's claims against the Buyer, regardless of whether Keystone Europe has already invoiced in that respect, shall be immediately due and payable. Keystone Europe is then not obliged to further deliver to the Buyer and is then entitled to suspend any contract entered into with the Buyer or to terminate or dissolve it without judicial intervention, without prejudice to the Buyer's obligation for compensation. This provision is also applicable in case the Buyer dies, is declared bankrupt or applies for suspension of payment.

10.4 Under no circumstances shall the Buyer be entitled to any set-off, discount and/or suspension.

10.5 Keystone Europe is entitled, both before and after entering into the Agreement, to demand advance payment or security from the Buyer that both payment and other obligations will be met. If the Buyer has not fulfilled this requirement within seven (7) days, Keystone Europe is entitled to dissolve the Agreement without judicial intervention, without being liable for compensation.

10.6 In the event of non-payment or late payment within the agreed payment period, the Buyer - without any reminder or notice of default being required - shall owe interest from that date corresponding to the statutory commercial default interest pursuant to Art. 6:119a of the Civil Code plus 2% on the outstanding amounts until the date of receipt of payment.

10.7 If the Buyer fails to comply with its obligations, it shall owe extrajudicial (collection) costs, which shall be set at 15% of the principal sum due respectively the damage suffered or the actual costs
incurred for legal assistance if this results in a higher amount, as well as all judicial costs.

10.8 Payments made by the Buyer shall first be applied to the costs due, then to the interest due and finally to the oldest outstanding invoice.

11. Industrial and intellectual property
11.1 The copyright or property rights to the products and/or recipes manufactured by Keystone Europe or commissioned by Keystone Europe are the property of Keystone Europe. However, Keystone
Europe does not guarantee that these products and/or recipes do not infringe any copyright or industrial property right of third parties.

11.2 If the Buyer places a product and/or recipe manufactured by him or on his behalf into production at Keystone Europe, he shall indemnify Keystone Europe against claims for (alleged) infringement of the copyrights or industrial property rights of third parties.

12. Packaging, labelling and use
12.1 The Buyer is not allowed to resell the items delivered by Keystone Europe in their original packaging. The Buyer must provide the products with its own packaging, logo and brand name. If the Buyer instructs Keystone Europe to already provide the product with its own packaging, logo and brand name, the Buyer remains responsible for the design of and the information on it. Buyer is responsible for downloading the latest version of SDS (Safety Data Sheets) before labelling the products other than Keystone Europe's. All up-to-date Safety Data Sheets can be accessed on the website www.keystonecosmetics.com.

12.2 The product sold and supplied by Keystone Europe to the Buyer may not be resold under the Keystone Europe name and/or under the Keystone Europe product name by the Buyer to third parties without the prior consent of Keystone Europe.

12.3 The Buyer may not use Keystone Europe's name for marketing and/or advertising purposes without Keystone Europe's prior consent.

12.4 If the Buyer acts in breach of clause 12.1, 12.2 and/or 12.3, the Buyer shall be liable for all damages suffered and to be suffered by Keystone Europe and the Buyer shall indemnify Keystone Europe for all third party claims in this respect. In addition, any liability of Keystone Europe towards the Buyer in such case shall lapse in full.

13. Force majeure
13.1 In the event Keystone Europe is unable to meet its obligations under the Agreement in whole or in part due to a reason that cannot be attributed to Keystone Europe, was unforeseen or could not reasonably be avoided, including but not limited to strikes, supplier stagnation, government measures and/or measures of any governmental permit, import, export or transport bans, fire, floods, natural and/or nuclear disasters, (impending) war situation, diseases, pandemics (such as Covid-19) etc, the obligations of Keystone Europe shall be suspended until Keystone Europe is able to fulfil its obligations in the agreed manner, whereby Keystone Europe shall not be deemed to be in default in any way and Keystone Europe shall not owe any compensation to the Buyer.

13.2 If delivery in instalments is stipulated, the preceding provision shall apply to each delivery separately.

13.3 Force majeure cases invoked by Keystone Europe's suppliers shall also be considered by Keystone Europe.

14. Liability
14.1 Any liability of Keystone Europe for a breach of the Contract and/or delivery of goods and/or documents relating to the goods as well as for an unlawful act shall be limited to the amount paid and/or still owed by the Buyer in respect of the contract to which the damage-causing event relates or with which it is connected, up to a maximum of the amount paid by Keystone Europe's liability insurer in the relevant case. If, for whatever reason, no payment should be made under said insurance, this maximum is set at €20,000 in case of personal injury and €10,000 in all
other cases (including property damage and financial loss).

14.2 In no event shall Keystone Europe be liable for:
a. consequential damage incurred by the Buyer or third parties (including in any case trading loss, damage due to business interruption, loss of profit, loss of income, loss of use by the Buyer, damage caused by death or injury, costs related to (objecting to) administrative and/or criminal law enforcement by authorities, recall(s), legal assistance, etc.);
b. damage incurred by the Buyer or third parties resulting from an act or omission of subordinates and/or non-subordinate assistants or suppliers engaged by Keystone Europe, including employees of an organisation affiliated to Keystone Europe;
c. damage incurred by the Buyer or third parties resulting from the provision of incorrect or incomplete documentation or information by the Buyer to Keystone Europe, including when
such information and documentation originates from third parties, or damage otherwise resulting from instructions, an act or omission by the Buyer, his subordinates and/or non-subordinate assistants or suppliers.

14.3 Limitations or exclusions of liability do not apply to the extent that the damage results from an act or omission of Keystone Europe's board or management, caused either intentionally or recklessly and with the knowledge that such damage would most likely result.

14.4 Buyer's right to damages lapses in any case:
- as soon as the Buyer (has) used, treated or processed the goods supplied by Keystone Europe;

- If the Buyer has not complained or not complained within the period specified in Art. 8 of these Conditions.

14.5 Keystone Europe is not liable for any advice to be given or given to the Buyer.

14.6 The Buyer shall provide all necessary cooperation in Keystone European's investigation into the cause, nature and extent of the damage. If such cooperation is not provided, the Buyer loses the
possibility of compensation for damages.

14.7 The Buyer shall indemnify and hold Keystone Europe harmless from and against all claims by third parties (including but not limited to auxiliary persons and employees of the Buyer and Keystone
Europe) arising from or related to the Agreement and/or the delivered goods, except insofar these claims are the result of intent to cause damage or recklessness with the knowledge that damage will most likely result therefrom on the part of Keystone Europe's executives or management.

14.8 Keystone Europe makes no warranty as to the usability, merchantability or fitness for any purpose of the goods supplied.

15. Recall
15.1 The Buyer shall fully cooperate in actions required - whether or not imposed by the competent authorities or by applicable legislation - such as a recall or recall action, spot checks and/or information requests (including informing Buyer's customers) if reasonably necessary for compliance with and monitoring of the product safety of the goods supplied by Keystone Europe. He shall ensure that his business operations are organised in such a way that traceability data and any necessary re-sampling of the delivered goods can be carried out without delay.

16. Suspension and termination of the Agreement
16.1 If the Buyer fails to comply, fails to comply properly or fails to comply on time with any obligation arising for him from the Agreement, as well as in the event of bankruptcy, suspension of payments,
placement of the Buyer in receivership, or cessation of the Buyer's business, merger with or takeover of the Buyer by another party, Keystone Europe is entitled, without any obligation for compensation and without prejudice to its other rights, to terminate the Agreement or to dissolve it in whole or in part by means of an extrajudicial declaration, or to suspend the (further) execution of the Agreement.

16.2 In case of a situation as described in art. 13.1 (force majeure), Keystone Europe is entitled to dissolve the Agreement. Reference is further made to art. 18.2, art. 19.2, art. 20.2 and art. 21.4.

16.3 In the event of termination by Keystone Europe pursuant to Art. 16.1, Keystone Europe shall, at its discretion, be entitled by way of compensation to:
a. the adverse difference, if any, between the contract price and the market value of the goods at issue on the day of nonperformance, or;
b. the difference between the contract price and the cover sale price, all without prejudice to Keystone Europe's right to additional or replacement damages.

16.4 Any right of the Buyer to rescind and/or terminate the Agreement is excluded.

17. Auxiliary persons
17.1 Keystone Europe may engage third parties for the execution of the Agreement without prior consent of the Buyer. In case Keystone Europe has engaged a third party for the execution of the Agreement, the Conditions also serve to protect such third party against others than Keystone Europe and the Conditions may be invoked by such third party against others than Keystone Europe.

18. Sanctions and export restrictions
18.1 Buyer warrants compliance with all applicable sanctions and restrictions laid down in and arising from all applicable sanctions and export control regulations (including but not limited to those of the Netherlands and/or the United States, and/or European Union and/or United Kingdom and/or United Nations) in force at the formation of the Agreement and during its execution.

18.2 Keystone Europe is entitled to dissolve the Agreement immediately if it knows or reasonably suspects that:
a. the goods are directly or indirectly intended for sanctioned parties, countries or industries;
b. sanctioned parties are directly or indirectly involved in the financial transaction, or if the financial institutions involved in the transaction have serious doubts about it, as a result of which they do not authorise and/or execute the financial transaction;
c. if at any time the goods would (start to) qualify as Dual Use goods and for which
- categorically or due to the lack of adequate end use / end user information
- no exemption or licence is granted; or
d. would otherwise constitute deliberate circumvention of the objectives of the applicable sanctions and export regulations.

19. Anti-corruption
19.1 Buyer guarantees compliance with all relevant and/or applicable anti-corruption laws - including but not limited to the laws of the Netherlands, the European Union, the United States of America, the United Kingdom and of any other country relevant to performance of the Agreement - in all its actions related to the performance of the Agreement.

19.2 Keystone Europe is entitled to immediately dissolve the Agreement if it reasonably suspects that the Buyer and/or third parties engaged by the Buyer are in breach of the regulations mentioned in Art. 19.1.

20. Unusual transactions
20.1 The Buyer accepts that Keystone Europe will report unusual transactions to the competent authorities pursuant to applicable money laundering and terrorist financing regulations.

20.2 Keystone Europe is entitled to immediately dissolve the Agreement if it reasonably suspects that the Buyer and/or third parties engaged by the Buyer are in breach of the regulations mentioned in Art. 20.1.

21. Know your (end) customer / (end) use
21.1 The Buyer accepts that Keystone Europe may be required by applicable regulations to identify the Buyer and/or end user and/or end use and to verify the identification. The Buyer shall promptly and fully cooperate in this regard.

21.2 To this end, the Buyer will be required to complete an end use / end user declaration at Keystone Europe's request to the extent reasonably required.

21.3 Keystone Europe will record and retain the required data in accordance with applicable regulations.

21.4 Keystone Europe is entitled to rescind the Agreement immediately, if the Buyer does not cooperate sufficiently with Art. 21.1 and 21.2.

22. Time-bar
22.1 Any claim against Keystone Europe must be brought before the competent court no later than twelve (12) months after delivery of the goods to which the claim relates, failing which any right including but not limited to the right to compensation and/or performance lapses.

23. Applicable law and jurisdiction
23.1 These Conditions, as well as any offer, quotation, order confirmation, delivery and Agreement to be concluded, are subject to the Convention on Contracts for the International Sale of Goods (‘CISG’) and additionally Dutch law.

23.2 All disputes arising from or in connection with the Agreement or these Conditions shall be exclusively settled by (i) the Court of Rotterdam, the Netherlands, if the Buyer is established in the European Economic Area ("EEA") or (ii) by NAI-Arbitrage (https://www.nai-nl.org/nl/) in Rotterdam, the Netherlands, if the Buyer is not established in the EEA. Notwithstanding the above, Keystone Europe shall always be free to submit disputes as referred to above to the court in the country where the goods are or - when in transit - will be located, or to the court in the country where
Keystone Europe's contracting party is established.

24. Language
24.1 In case of discrepancies between the Dutch text of the Conditions and its translation into a foreign language, the Dutch text shall prevail