Terms & conditions

Part A

General Terms and Conditions of Sale, Delivery and Payment

Article 1 — Definitions

1.1 These General Terms and Conditions shall apply to all offers by and agreements with Riviera Essentials B.V. and its legal successors (hereinafter: the Company), relating to the delivery of goods by the Company to the party the offer is addressed to or the other party concerned (hereinafter: the Customer).

1.2 The applicability of the Customer’s general terms and conditions is hereby explicitly rejected.

1.3 Any stipulations deviating from these General Terms and Conditions shall only apply in the event that and insofar as they have been accepted by the Company in writing.

Article 2 — Offer

Any offer made by the Company shall be without prejudice and subject to contract; this shall also apply in the event that said offer includes a period for acceptance, unless explicitly provided for to the contrary in writing.

Article 3 — Agreement

3.1 An agreement, in this article also including any changes and/or additions thereto, shall not be binding until agreed upon in writing, except in the event that the Company has started the execution of the contract beforehand.

3.2 An agreement is concluded in writing at the moment when the contract is signed by the board of management of the Company and by the Customer, or on the date of dispatch by the Company of the written order confirmation signed by its board of management, or of the Company’s invoice. Promises made by and arrangements with subordinates of the Company shall not bind the Company, unless these have been confirmed by the board of management of the Company in writing.

3.3 The contract represents the contents of the agreement completely and correctly. The order confirmation by the Company or the Company’s invoice shall be considered to represent the contents of the agreement correctly, unless the Customer protests against its contents forthwith in writing and motivated.

3.4 Slight deviations within customary tolerances shall be permitted at the execution of the agreement.

3.5 Unilateral cancellation from the side of the Customer shall be null and void, unless the Company agrees to such cancellation in writing.

Article 4 — Notices, information and statements

Notices, information, statements and samples made or supplied by the Company, in whatever form or nature, shall only be indicative and shall never bind the Company, unless the agreement explicitly provides for the contrary.

Article 5 — Confidentiality

The Customer shall observe confidentiality towards any third party in the broadest sense of the word regarding any and all business information relating to the Company which has been brought or come to his knowledge by the Company and/or within the framework of the offer or the agreement.

Article 6 — Prices

6.1 The prices stated and/or agreed upon by the Company shall be exclusive of taxes – including Value Added Tax (B.T.W.) – and levies, and shall be based on the terms and conditions of delivery as mentioned in the following articles.

6.2 In the event no Value Added Tax or other taxes or levies are due because the goods are destined for delivery within the European market, those taxes shall nevertheless be charged, but shall be credited if the Customer proves that such a delivery has indeed taken place.

6.3 Insofar as the prices are based on the weight of the goods, this weight shall be determined by the weighing carried out by the Company before delivery, using calibrated apparatus. The Customer may be present at said weighing, provided the delivery is not delayed, and shall take the initiative thereto in good time.

6.4 The Company may increase the stated and/or agreed prices in the event of an increase in prices of goods, raw materials or parts obtained from third parties, wages, national insurance contributions, freight, insurance premiums or other cost-price factors (including changes in foreign exchange) and charges (including import and transit duties). Where a price increase takes place within three months after conclusion of the agreement, a Customer who is also a consumer shall be entitled to dissolve the agreement.

6.5 Where the prices are also based on restitutions of levies and/or subsidies which are not obtained for whatever reason, the Company is entitled to adjust the prices accordingly.

Article 7 — Delivery – delivery period – delivery time

7.1 Unless explicitly agreed otherwise, delivery shall be made Ex Works (EXW) from the premises of the Company. The terms and conditions of delivery shall be interpreted in accordance with the most recent edition of the Incoterms issued by the International Chamber of Commerce at the time of conclusion of the agreement.

7.2 The delivery period shall commence at the latest on the date of conclusion of the agreement; the date at which the Company has at its disposal all documents, information, permits and approvals needed for delivery; or the date of receipt of a prepayment or security to which the Company is entitled.

7.3 The delivery period is based on the circumstances applicable at conclusion of the agreement and on timely delivery of materials and goods ordered by the Company. If delay arises from changes in those circumstances or late delivery by the Company’s own suppliers, the delivery period shall be extended to a reasonable degree.

7.4 The delivery date is the moment the goods, save unimportant parts, are ready for shipment and the Company has informed the Customer, or the time the goods have left the Company’s premises.

7.5 The Company may make partial deliveries at all times, unless explicitly agreed otherwise.

7.6 The delivery date is not a firm date unless explicitly agreed otherwise. In the event of attributable exceeding of the delivery date a notice of default is always required, and the Customer can derive no rights from such exceeding insofar as a term of three (3) months is not exceeded.

7.7 If the Company is in default regarding the delivery date, the Customer’s only right is to dissolve the agreement, in which case prepaid amounts are refunded without compensation for interest.

Article 8 — Transportation

8.1 In all cases and irrespective of the agreed terms of delivery, the Company may have the goods transported, unloading included, at the expense and risk of the Customer, by means and in a manner at the Company’s option.

8.2 The Company is not responsible for any documents provided by it for the transportation of the goods to the place of destination.

8.3 At the Company’s first request, the Customer shall provide all necessary securities for the documents needed to transport the goods.

8.4 If circumstances beyond the Company’s control prevent the goods from being transported or delivered, or the Customer fails to take delivery, the Company may at its option take the goods back or store them at the Customer’s expense and risk. Costs of return and storage are payable by the Customer, who remains obliged to fulfil his obligations as if delivery had taken place; such costs are set in advance at a minimum of 15 per cent of the agreed price, without prejudice to the Company’s right to compensation of higher actual costs.

Article 9 — Packaging

9.1 Packaging for single use is not taken back. The Company may, at its option, take back or not take back packaging for repeated use.

9.2 The Company may charge the Customer for repeated-use packaging as a separate invoice item.

9.3 In the cases under 9.2, the Company shall send a credit invoice for repeated-use packaging returned at the Customer’s expense upon receipt, reduced if the packaging is in inferior condition.

9.4 Only upon receipt of the credit invoice may the Customer deduct the credited value from amounts owed.

9.5 Damage caused by destruction or damage of the packaging is at all times at the Customer’s risk.

Article 10 — Risk and transfer of property

10.1 The Customer bears the risk of all direct and indirect damage to the goods immediately after the goods are considered delivered.

10.2 The Company retains ownership of all delivered goods until all debts payable by the Customer in respect of goods delivered or to be delivered, and any failure in performance, have been fully satisfied.

10.3 The Customer shall store goods under retention of title with due care, as identifiable property of the Company, and shall insure them against damage or loss, designating the Company as (co-)insured with an independent right of claim; policies shall be available for inspection and, on request, claims on insurers shall be assigned or pledged to the Company.

10.4 The Company may repossess goods under retention of title still present at the Customer forthwith and without notice of default if the Customer fails to perform; the Customer irrevocably authorises this.

10.5 Where the Company exercises this right, the agreement is dissolved wholly or proportionately without judicial intervention, without prejudice to compensation; the Customer is credited the market value (never above original purchase price) less damage and costs.

10.6 The Customer, acting in his profession or business, may sell and deliver goods held under retention of title to third parties within his normal operations; on such sale the debt for the resold goods becomes immediately and fully due.

10.7 The Customer shall inform third parties of the retention of title and, if required, inform the Company of the whereabouts of the goods and any buyer.

Article 11 — Payment

11.1 Unless explicitly agreed otherwise in writing, payment of the agreed price shall be made at the time of formation of the agreement.

11.2 Payments shall be made without deduction or settlement, in the currency stated on the invoice. An alleged claim on the Company does not discharge the Customer from his obligation to pay as agreed.

11.3 If the Company has a well-founded fear that the Customer will not fulfil his obligations, it may require sufficient security before performing, and may suspend performance until such security is given.

11.4 If the Customer has not paid in time, he is in default by operation of law without notice of default, and owes statutory interest from the date payment should ultimately have been made, without prejudice to the Company’s other rights.

11.5 All costs, in and out of court, incurred by the Company due to the Customer’s non- or late fulfilment, including extrajudicial collection costs and legal assistance, are payable by the Customer; extrajudicial collection costs are set in advance at 15 per cent of the principal sum, without prejudice to the right to higher actual costs.

Article 12 — Return shipments

Goods may not be returned without the Company’s prior written consent. Any return shipment is at all times at the expense and risk of the sender.

Article 13 — Samples

The Customer may ask the Company to put sample(s) at his disposal before delivery. If he refrains, he is considered to agree to the quality and condition of the goods beforehand.

Article 14 — Complaints and guarantees

14.1 Complaints can only refer to quantity, weight or specification, and to non-conformity of the goods with samples made available by the Company.

14.2 The Customer shall check the goods forthwith on arrival.

14.3 Complaints regarding defects observable on inspection, and complaints as to quantity, weight or specification, shall be made in writing within 24 hours after delivery with a complete description, failing which any claim becomes void.

14.4 Complaints regarding other relevant defects shall be made in writing within 24 hours after disclosure with a complete description, but ultimately within three (3) months after delivery, failing which any claim becomes void.

14.5 A claim also becomes void where: (a) the agreement concerns used or damaged goods; (b) the goods have been processed or are no longer identifiable as originating from the Company; (c) the defects are caused by normal wear and tear, or inexpert or incorrect treatment, use, storage or maintenance; (d) the Customer has not given the Company the opportunity to investigate and remedy; or (e) the Customer has not duly fulfilled his own obligations.

14.6 For parts or goods obtained from third parties and not treated by the Company, the Customer may only assert claims insofar as the Company can assert claims against its own supplier; the Company is then discharged by transferring its rights against that supplier to the Customer.

14.7 The Customer may not assert rights against the Company where he can also assert his rights regarding the defects directly against the manufacturer.

14.8 In the event of timely and justified complaints, the Company shall, at its option, either repair, redeliver, or credit the Customer for the defective goods; these Terms apply unimpaired to redelivery.

Article 15 — Liability

15.1 The Company’s liability is limited to fulfilment of the obligations described in the agreement, in particular those in the previous article.

15.2 The Company’s liability shall never cover business damage or any other indirect damage.

15.3 Except in the event of gross negligence or intent, the Company is never liable for direct or indirect damage, including business damage, resulting from infringement of any intellectual or industrial property rights, licences or other rights of third parties.

15.4 Should the Company be held liable by a third party for damage for which it is not liable under these Terms or otherwise, the Customer shall hold the Company harmless and indemnify it against such damage, liability and ensuing costs.

15.5 The limitations, exclusions and indemnities stipulated for the Company also apply to its employees, persons engaged by it within the framework of the agreement, and the parties from whom it obtains delivered goods or parts.

Article 16 — Force majeure

16.1 Force majeure means any circumstance beyond the Company’s control, whether or not foreseeable, which permanently or temporarily prevents performance, including war, danger of war, civil war, revolt, strike, lock-out, freight problems, fire, weather conditions preventing work, other interruptions of operations of the Company or its suppliers, and default of the Company’s suppliers.

16.2 In the event of impediment due to force majeure, the Company may, without judicial intervention, suspend performance for a maximum of three (3) months or wholly or partially dissolve the agreement, without being obliged to pay compensation.

Article 17 — (Threatening) failure

In the cases provided for by law, and where the Customer fails to fulfil one or more obligations, or where there is serious doubt as to the Customer’s ability to perform, as well as in the event of bankruptcy, suspension of payments, stoppage of work, liquidation, transfer or encumbrance of the Customer’s business, or attachment of the Customer’s goods, the Company may, without notice of default or judicial intervention, suspend performance for a maximum of three (3) months or partially or wholly dissolve the agreement, without liability to compensation or guarantee and without prejudice to its other rights.

Article 18 — Suspension and dissolution – consequences

18.1 In the event of suspension, the Company is authorised – and obliged at the end of the suspension period – to opt for execution or complete or partial dissolution.

18.2 In the event of suspension or partial dissolution under the previous article, the agreed price is immediately due and payable after deduction of costs not incurred by the Company; in the event of partial dissolution the Customer shall, after payment, take possession of the goods covered, failing which the Company may store or sell them at the Customer’s risk and expense.

18.3 Where the Customer returns goods after dissolution, the return is at all times at the Customer’s risk and expense until the goods are taken back by the Company.

Article 19 — General

19.1 If one or more stipulations of the agreement or these Terms are null and void or become legally invalid, the remaining provisions remain in force, and the parties shall consult to make an alternative arrangement.

19.2 If a stipulation conflicts with mandatory provisions of a competent authority, those mandatory provisions shall be considered to replace the relevant stipulation.

Article 20 — Disputes and applicable law

20.1 The court in Rotterdam shall have exclusive jurisdiction in the first instance for all disputes in connection with the agreement, unless the Company explicitly opts for the competent court at the Customer’s domicile or place of business.

20.2 The agreement and all further agreements arising from it are governed by and construed in accordance with the laws of the Netherlands, excluding the Vienna Sales Convention and any future international regulation on the purchase of movable goods whose applicability the parties may exclude.

Part B

General Terms and Conditions of Purchase

Article 1 — General

1.1 These General Terms and Conditions apply to all offers to and agreements with Riviera Essentials B.V. relating to the delivery of goods by the offeror or other party concerned (hereinafter: the Supplier).

1.2 The applicability of the Supplier’s general terms and conditions is hereby explicitly rejected.

1.3 Deviating stipulations apply only insofar as accepted by the Company in writing.

Article 2 — Agreement

2.1 An agreement, including changes and additions, is not binding unless agreed in writing.

2.2 An agreement is concluded in writing when the contract is signed by the Company and the Supplier, or on dispatch by the Company of the written order confirmation. Promises by subordinates do not bind the Company unless confirmed in writing by its board of management.

2.3 The contract presents the agreement completely and correctly; the Company’s order confirmation is deemed correct unless the Supplier rejects it forthwith in writing and motivated, in which case the Company is no longer bound by it either.

2.4 The Supplier shall obtain, in time and at his expense, the permissions, permits and licences needed and observe their conditions; he is solely liable for any failure and indemnifies the Company against resulting damage and costs.

2.5 Unilateral cancellation by the Supplier is null and void unless the Company agrees in writing.

Article 3 — Confidentiality

The Supplier shall treat all business information relating to the Company confidentially and shall not disclose it to third parties.

Article 4 — Prohibition to make offers to the client

The Supplier shall refrain entirely from stating prices or making offers, directly or through third parties, to the client of the Company in connection with goods the Company is negotiating or has agreed on with the Supplier.

Article 5 — Industrial and intellectual property rights

5.1 The Supplier guarantees that the delivered goods do not infringe any trademark, copyright or other industrial or intellectual property rights or other rights of third parties.

5.2 The Supplier guarantees that the goods have been brought to market by the IP right holder itself, or with its permission, within the European Economic Area (EEA), even if the Supplier did not buy them from the IP right holder; and that they are fit for sale and may be freely traded in the EEA market.

5.3 The Supplier indemnifies the Company and its client(s) against all claims relating to the matters guaranteed in this article and compensates any loss and costs; on request, the Supplier shall furnish details of its own suppliers where the Company needs to furnish those details to a third party. The Company has title to all industrial and intellectual property rights arising from the implementation of the agreement, and the Supplier indemnifies the Company against third-party claims regarding such rights.

Article 6 — Prices

All prices are fixed and inclusive of turnover tax, import and export duties, excise duties and all further levies and taxes in connection with the goods or the delivery, and are based on the terms of delivery below. There is no settlement in the event of increases in wages, materials and the like.

Article 7 — Delivery – terms and conditions of delivery

7.1 Unless explicitly agreed otherwise, delivery is made Ex Works (EXW) at the place indicated by the Company, interpreted in accordance with the most recent Incoterms at the time of conclusion of the agreement.

7.2 The Supplier shall deliver on the date or by the last day of the term in the agreement, and failing an agreed date within 30 days; such date or term is strict and final and runs from the date of conclusion of the agreement.

7.3 The Supplier shall inform the Company in time of the exact time of delivery and any threatening exceeding of it.

7.4 At the Company’s request the Supplier shall deliver at a later date, and shall do his utmost to deliver earlier if the Company desires, without being entitled to compensation.

7.5 The Supplier may make partial deliveries only with prior written consent of the Company.

Article 8 — Transportation – unloading

8.1 Transportation and unloading are in accordance with the agreed terms of delivery.

8.2 The Supplier cannot claim compensation for delay arising at unloading.

8.3 The Supplier shall present a delivery note at unloading for signature by an authorised person; such signature confirms receipt only, not approval of quality or quantity, and does not discharge the Supplier from guarantee or liability, nor change the agreement.

8.4 Notwithstanding the agreed terms of delivery, the Supplier shall provide the documentation needed to transport the goods to the place of destination.

Article 9 — Packaging

9.1 The Supplier shall pack the goods with proper care and is liable for damage and costs caused by insufficient or damaged packaging.

9.2 The Company is not obliged to pay packaging costs unless explicitly agreed.

9.3 The Supplier shall take back packaging at the Company’s demand and collect it at his expense, refunding any packaging costs charged.

Article 10 — Quality

10.1 The Supplier guarantees that the delivered goods are: (a) original and originating from the manufacturer and/or IP right holder stated on the packaging and labels (not produced under licence), of the quality intended by that manufacturer and without faults; (b) suitable, as to conservability and quality and usual terms, for sale to re-sellers and ultimately to consumers; (c) provided with the original and most recent packaging and labelling of the manufacturer and/or IP right holder; (d) in accordance with the agreement, the associated documents, and the norms, specifications and approved samples set by the Company; and (e) in accordance with national, European and other international rules, including original batch or code numbers (identical on packaging and labels) enabling identification of the goods.

Article 11 — Inspection

11.1 The Company or a third party designated by it may inspect or test the goods at any time, wherever they are; inspection, testing or its omission does not discharge the Supplier from guarantee or liability.

11.2 The Supplier shall provide all information and facilities needed for inspection or testing.

11.3 Personnel costs of the Company or designated third party are payable by the Company; other costs are at the Supplier’s expense.

11.4 The Company shall inform the Supplier forthwith of any rejection; the Supplier shall then repair or replace the rejected goods at his expense within a time set by the Company, and rejected goods already delivered shall be taken back at the Supplier’s expense on request. Rejection also entitles the Company to suspend payment.

11.5 The Supplier grants the Company the right to use the delivered goods even before inspection or testing has taken place.

Article 12 — Property and risk

12.1 The Supplier bears the risk until the goods have been delivered and approved by the Company in accordance with the previous articles.

12.2 Where the Company pays before delivery, the goods to which that payment relates become the Company’s property as of the time of payment.

12.3 Where the Company becomes owner of goods before delivery and approval, the Supplier shall identify these goods on the Company’s behalf, take proper care of them, and keep them insured for those concerned.

Article 13 — Payment and settlement

13.1 Payment does not discharge the Supplier from guarantee or liability.

13.2 Where advance payments are agreed, the Company may require sufficient security from the Supplier before making them.

13.3 If the Company has a well-founded fear that the Supplier will not fulfil his obligations, it may suspend its own obligations.

13.4 The Company may set off amounts payable to the Supplier or associated companies against any claims it (or associated parties) has on the Supplier or associated companies, whether or not due.

Article 14 — Invoicing

14.1 Invoices to the Company shall meet the requirements of the Dutch Turnover Tax Act (Wet op de Omzetbelasting).

14.2 Invoices shall be accompanied by notes signed for approval by an authorised person.

14.3 Invoices not meeting these requirements shall not be processed or paid.

14.4 Invoices shall state the bank account the Company is to credit.

Article 15 — Return shipments

15.1 The Company may return goods bought from the Supplier, with credit and refund of the original price, where, as a result of the Supplier’s acts or omissions, the market situation or marketability of the goods is essentially different from what it was at the formation of the agreement.

15.2 The Company may also return goods within twelve months of delivery without stating reasons where the goods deviate in packaging or labelling from what is usual (for instance so-called action lots), with credit and refund of the original price.

Article 16 — Guarantee

16.1 The Supplier shall forthwith repair any defects shown after delivery, in consultation with the Company, and where repair is in the Company’s opinion not possible, replace the goods, without prejudice to liability and the Company’s further rights.

16.2 All costs of repair or replacement are payable by the Supplier.

16.3 If the Supplier does not repair forthwith and sufficiently, or repair cannot be postponed, the Company may carry out the necessary actions at the Supplier’s expense, informing the Supplier in writing.

16.4 Guarantee obligations apply unimpaired after repair or replacement.

16.5 The Supplier holds the Company harmless and indemnifies it against all third-party claims regarding defects.

16.6 A report by an independent expert is conclusive evidence between the parties for a guarantee claim and need not disclose the identity of the Company’s clients or the location of the goods.

Article 17 — Liability

17.1 The Supplier is liable for all damage and costs, including business and other indirect damage (including loss of profit), arising from defects in the delivered goods or other shortcomings, whether attributable or not, of the Supplier or persons working for him.

17.2 The Supplier holds the Company harmless and indemnifies it against all third-party claims for which he is liable.

17.3 The Supplier shall sufficiently insure his liability under this article and allow the Company to inspect the policy and premium receipts.

17.4 Article 16.6 also applies.

Article 18 — Complete or partial dissolution

18.1 In the cases provided for by law, and where the Supplier fails to fulfil his obligations, or where there is serious doubt as to his ability to perform, as well as in the event of bankruptcy, suspension of payments, stoppage of work, liquidation, transfer or encumbrance of the Supplier’s business, or attachment of his goods, the Company may dissolve the agreement partially or wholly without notice of default or judicial intervention by written notice, without liability to compensation and without prejudice to its further rights.

18.2 Where goods have already been delivered, the Company may keep them on dissolution against payment of the part of the price relating to them, or return them at the Supplier’s risk and expense and reclaim payments made, at the Company’s discretion.

18.3 Claims the Company has or acquires as a result of dissolution, including compensation of damage and costs, are immediately and fully payable.

Article 19 — Subcontracting – transfer

19.1 Without the Company’s explicit prior consent, the Supplier shall not subcontract the agreement or any part of it, transfer his obligations, or use staff other than his own; the Company may attach conditions to any consent, and consent does not release the Supplier from his obligations.

19.2 The Supplier compensates all damage and costs caused by breach of the previous paragraph and indemnifies the Company against third-party claims in this respect.

Article 20 — General

20.1 If one or more stipulations are null and void or become legally invalid, the agreement remains in force for the rest, and the parties shall consult to make an alternative arrangement.

20.2 If a stipulation conflicts with mandatory provisions of a competent authority, those provisions replace the relevant stipulation.

Article 21 — Disputes and applicable law

21.1 The court in Rotterdam has exclusive jurisdiction in the first instance for all disputes in connection with the agreement, unless the Company explicitly opts for the competent court at the Supplier’s place of establishment.

21.2 The agreement and all further agreements arising from it are governed by the laws of the Netherlands.

Part C

Privacy & Data Protection

1. Who we are

Riviera Essentials B.V. (“we”, “us”) is the controller for the personal data processed through this website and in the course of our business, within the meaning of the EU General Data Protection Regulation (GDPR) and the Dutch GDPR Implementation Act (UAVG). You can reach us at contact@rivieraessentials.com.

2. What we collect

When you contact us or submit a trade enquiry, we collect the details you provide: your name, company, work email, phone number, the markets you cover and your message. When you visit the site, our hosting provider automatically logs technical data such as IP address, browser type and pages viewed, for security and to keep the site running. We do not knowingly collect data from consumers; this is a business-to-business website.

3. Why we process it (lawful basis)

We use your enquiry details to respond to you and to enter into and perform a business relationship (Article 6(1)(b) GDPR), and on the basis of our legitimate interest in operating, promoting and securing our business (Article 6(1)(f) GDPR). We do not use your data for advertising and we do not sell it.

4. Who has access

Your data is handled by Riviera Essentials staff and by service providers acting on our instructions as processors, including our website host and form provider and our email provider. Where a provider processes data outside the European Economic Area, we rely on appropriate safeguards such as the European Commission’s Standard Contractual Clauses.

5. Cookies and third-party content

This site does not use tracking or advertising cookies. We load typefaces from Google Fonts, which means your browser may contact Google’s servers to retrieve the font files; no advertising or tracking is involved in this.

6. How long we keep it

We keep enquiry correspondence for as long as needed to deal with your request and our business relationship, and thereafter only as required to meet our legal and tax obligations.

7. Your rights

You have the right to access, rectify, erase, restrict or object to the processing of your personal data, and the right to data portability. To exercise these rights, email contact@rivieraessentials.com. You also have the right to lodge a complaint with the Dutch Data Protection Authority, the Autoriteit Persoonsgegevens (autoriteitpersoonsgegevens.nl).