Logo KEUNELogo KEUNE
Keune Hairscosmetics B.V.

Purchasing Terms and Conditions

KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
General Purchasing Terms and Conditions Keune Haircosmetics Manufacturing B.V. Version 12.2020

PART A - GENERAL
1 Definitions
1.1 The following definitions are used in these conditions:
Client: the entity referred to above, including all legal entities affiliated with it from time to time, as referred to in Article 2:24b of the Dutch Civil Code (BW).
Supplier: The Client's other party that is able to deliver the Performance.
Agreement: Any agreement between the Client and the Supplier related to the Performance.
Performance: The products and/or services to be delivered by the Supplier, the provision of the right of use and results related to these deliveries (including the intellectual property rights), or a combination thereof, all of the above including the activities in connection with the delivery of the Performance, materials and documentation.
2 General Terms and Conditions
2.1 These conditions apply to all Performances to be delivered by the Supplier for the benefit of the Client, including the offer and negotiation process related thereto and the orders that have been placed.
2.2 These conditions consist of:
Part A - General;
Part B - Flexible labour;
Part C - Facility services;
Part D - IT;
Part E - Logistics; Part F - Performances of works, technical installation activities and/or maintenance.
2.3 Part A (General) always applies on the understanding that a distinction is sometimes made between the delivery of products and services. Parts B up to and including F apply supplementary to Part A and apply only if the Client purchases the relevant services. In case of any conflicts between Part A and one of the other parts, the provisions of the other part will prevail for the relevant service to which that part relates.
2.4 In the event the Client consists of several companies that purchase Performances from the Supplier, separate relationships will arise between the Supplier on the one hand and the relevant individual Clients on the other. This implies that the rights and obligations of the Supplier, as described in these conditions, merely concern the delivery of the Performances to that individual Client and the relationship between the Supplier and the individual Client.
2.5 Any general terms and conditions or sectoral conditions applied by the Supplier do not apply, even if reference is made to them in e-mails, invoices or other (digital) documents.
2.6 Deviations from and/or changes to these purchase conditions must be agreed expressly and in writing.
2.7 All parties will finance any investments they make entirely themselves, including in the event no relationship is stablished between the Supplier on the one hand and the Client on the other.
2.8 The Client can never be obliged to purchase a certain minimum volume or to purchase any Performance from the Supplier on an exclusive basis.
3 Conclusion of the Agreement and amendments
3.1 Every offer made by the Supplier is free of charge and has a term of validity of at least six months, unless a longer term is indicated in the offer.
3.2 If the Supplier's order confirmation deviates from the original order, the Client will only be bound after it has expressly approved the deviation in writing.
3.3 The Client has the right to alter the scope and/or capacity of the Performance to be delivered by means of a notification to the Supplier. If the Supplier considers that a change has consequences for the agreed fixed price and/or the moment of delivery, it will be required to notify the Client thereof as soon as possible in writing before implementing the change. If the Client considers that these consequences for the price and/or moment of delivery are unreasonable, the parties will consult with each other in this connection. Any changes that follow from those consultations will be agreed in writing.
3.4 The Supplier does not have the right to make or implement changes with respect to the Performance without the Client's prior, written approval.
4 Prices
4.1 All prices are stated in euros and are exclusive of VAT. Unless agreed otherwise, the prices include all costs related to the Performance and the Supplier's obligations, such as taxes, levies and travel and accommodation costs on the part of the Supplier.
4.2 The Supplier guarantees that the prices as applied by it towards the Client do not or hardly exceed the sale prices of the performances provided by other suppliers that are equivalent in a qualitative sense.
4.3 The agreed price is fixed and cannot be increased unilaterally by the Supplier, unless a price increase has been agreed expressly and in writing.
5 Additional work
5.1 Additional costs and additional work do not qualify for compensation unless these arise from additional wishes on the part of the Client or from circumstances that should be for the Client's account and risk within reason. Activities in respect of which the Supplier could or should have foreseen that these would be necessary to deliver the Performance in accordance with the agreed in specifications are not considered to be additional work.
5.2 If the Supplier is of the opinion that there will be additional work that qualifies for compensation, it will notify the Client thereof in writing as soon as possible and issue a written offer, which will include a fixed price as well as a time at which the additional work will be completed.
5.3 The Supplier will not commence performance of the additional work before the Client has approved the written offer as referred to in the previous article in writing. These conditions also apply to the additional work.
6 Delivery of the Performance (general)
6.1 The Supplier delivers the Performance at the agreed location and at the agreed time or with the agreed term(s).
6.2 As soon as the Supplier knows or expects that the Performance cannot be delivered at the agreed moment or within the agreed term, the Supplier will inform the Client immediately of the cause, the consequences and the possible measures to limit the delay and any losses. This does not alter the rights that accrue to the Client.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
6.3 Unless expressly agreed otherwise in writing, the Supplier does not have the right to make partial deliveries.
6.4 The Supplier waives the rights and powers that accrue to the Supplier pursuant to the right of retention.
7 Delivery of products
7.1 This article 7 only applies if and to the extent the Performance consists of the delivery of products.
7.2 The transport of the products to be delivered by the Supplier to the agreed location is for the account and risk of the Supplier, including any import duties and taxes related thereto as well as other levies, unless agreed otherwise.
7.3 All products must be packaged properly and secured in such a manner that they reach their destination in good condition in case of normal transport.
7.4 The Client has the right to demand of the Supplier that the packaging and return packaging is removed free of charge.
7.5 The Client becomes the owner of the goods as soon as the products delivered by the Supplier have been delivered at the agreed location and have been accepted by the Client. If payment of the products takes place prior to the delivery, the Client becomes the owner of the products as soon as payment has taken place.
7.6 The Supplier bears the risk of damage or loss of the products until the moment of acceptance by the Client or, if this is at a later moment, until the moment of actual delivery of the good at the agreed place of delivery. The risk does not pass to the Client as long as the Supplier has not complied with its delivery obligations (in full).
8 Provision of services
8.1 This article 8 only applies if and to the extent the Performance consists of the provision of services.
8.2 The Supplier guarantees that the services to be provided to the Client will be provided in an expert manner, in accordance with the latest state of the art and without interruption.
8.3 The Supplier will be responsible and arrange for the auxiliary materials, employees and/or third parties to be deployed for the performance of the services.
8.4 The employees to be deployed by the Supplier in connection with the services to be provided must have the right qualifications, experience and knowledge as well as the diplomas or accreditation that are customary or required by law. The Client may impose additional or specific requirements with respect to the employees deployed by the Client, such as the submission of a Certificate of Good Conduct.
8.5 If an employee is unable or, in the reasonable opinion of the Purchase, not suitable to perform the activities to be carried out in connection with the Performance, the Supplier arranges for timely and adequate replacement of that employee, without increasing the agreed rates or compensation in that connection.
9 Acceptance
9.1 If the Client requests such, the Supplier presents (parts of) the Performance for approval (acceptance) and the Supplier fully cooperates in this connection.
9.2 The Performance must continue to comply with article 10.1 also after acceptance.
9.3 Rejected products or materials will be available to the Supplier. If these rejected products are not collected by the Client within a reasonable term that has been set, these products can be sent back by the Client or destroyed for the account and risk of the Supplier.
10 Quality
10.1 The Supplier guarantees that:
a. the Performance complies with the promised the Performance complies with the promised characteristics, the agreed specifications and characteristics, the agreed specifications and conditions and/or drawings, samples, models and/or conditions and/or drawings, samples, models and/or other data other data approved by the approved by the ClientClient;;
b. the Performance complies with the soundness, the Performance complies with the soundness, quality and environmental requirements to be quality and environmental requirements to be imposed thereon and is free from defects as well as imposed thereon and is free from defects as well as thirdthird--party rights;party rights;
c. the Performance complies with the applicable the Performance complies with the applicable sectoral regulations, appsectoral regulations, applicable legislation and licable legislation and regulations and safety requirements and is suitable regulations and safety requirements and is suitable for the purpose for which the Performance is for the purpose for which the Performance is intended;intended;
d. it holds the necessary quality, certifications, it holds the necessary quality, certifications, expertise and experience to be able to (be able to) expertise and experience to be able to (be able to) perform the Agreement in perform the Agreement in a higha high--quality manner.quality manner.
10.2 The Supplier guarantees that all relevant items and information are included in the delivery, including among other things documentation, parts, auxiliary materials, accessories, tools, spare parts, operating instructions and instruction manuals. This means that the Client is allowed to use and reproduce the information thus provided for its own use.
10.3 If the Performance does not comply with article 10.1, the Supplier will be obliged to repair or replace, or to remedy the defect or failure without delay for its own account, such to be decided by the Client and without prejudice to the Client's other rights.
10.4 If the Supplier fails to comply with its obligations arising from this article or fails to do so fully or properly, the Client will have the right to replace or repair the Performance that was delivered for the account of the Supplier through the intervention of a third party engaged by it.
10.5 The Client can invoke article 10.1 during a period that is reasonable in view of the nature of the Performance, but which is not shorter than a period of two years after delivery and acceptance of the Performance. Articles 6:89 and 7:23 of the Civil Code do not apply.
11 Availability of Spare and servicing parts
11.1 The Supplier guarantees the availability of spare parts and servicing parts necessary for repairing and maintenance of the Performance against reasonable prices and the customary discount for at least 10 (ten) years after the final delivery of the Performance under the Agreement.
12 Provision of information and inspection
12.1 The Supplier provides all information and reports the Client considers relevant within the context of the (performance of the) Agreement at the Client's request in the form and frequency prescribed by the Client.
12.2 The Client has the right to demand a declaration from the Supplier's external auditor concerning the accuracy and completeness of the amounts invoiced to the Client or other information provided by the Supplier to the Client.
12.3 The Client has the right to perform an investigation into performance and quality of the Performance and compliance with the agreements concluded in that connection and the applicable conditions. The Supplier will fully cooperate with the Client in this connection and with any qualified auditor that may be engaged by the Client for the audit and implements any points for improvement that have been identified for its own account.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
13 Invoicing and payment
13.1 The Supplier has the right to invoice following delivery and acceptance of the Performance that was delivered. Partial or advance invoicing is only allowed following written approval of the Client.
13.2 Invoicing takes place in the manner prescribed by the Client and must comply with the statutory requirements. Every invoice states the purchase or order number and is provided with a description of the Performance delivered to which the invoice relates as well as the other information required by the Client.
13.3 Payment of amounts owed by the Client takes places within 60 days after receipt of the invoice by the Client and acceptance of the invoiced Performance, unless explicitly agreed otherwise in writing.
13.4 The Client has the right to demand that the Supplier provides security (such as the issue of a bank guarantee) for compliance with its obligations under the Agreement.
13.5 The Client and companies affiliated with the Client have the right to set off their claims against the Supplier against the claims of the Supplier against the Client or companies affiliated with the Client.
13.6 Non-payment by the Client of an invoice on the basis of a clear, substantive inaccuracy of that invoice or unsoundness of the invoiced Performance, such will not give the Supplier the right to suspend or terminate its performance.
13.7 Payment by the Client does not constitute a waiver of any right that accrues to the Client or acceptance of the Performance delivered by the Supplier.
14 Location regulations
14.1 If the Supplier performs activities at a Client location, the Supplier will comply with the instructions, (statutory) regulations, internal rules and the rules of conduct that apply for the location. When performing the Agreement, the Supplier will implement all security measures that are necessary and/or mandatory in view of the nature of the Agreement and in accordance with the generally accepted standards in the sector.
15 Liability and insurance
15.1 The parties align with the provisions of the Dutch Civil Code as regards liability.
15.2 The Supplier will indemnify the Client against all claims and damage in connection with the delivery of the Performances by the Supplier, any failure to comply with the Supplier's obligations towards the Client and/or an unlawful act on the part of the Supplier.
15.3 Without prejudice to the provisions above, it is the case that the Supplier is required to maintain adequate liability insurance during the term of the agreement, which insurance provides a minimum cover of five million euros per event. The Supplier submits a copy of the insurance policy to the Client at the Client's first request.
16 Vicarious tax liability and the Labour Market Fraud (Bogus Schemes) Act when providing services
16.1 When performing the Agreement, the Supplier complies towards its employees with the applicable legislation and regulations and any applicable CLA. The Supplier lays down all agreements on terms and conditions of employment for the delivery of the Performance in a clear and accessible manner.
16.2 The Supplier grants the competent authorities and/or the Client upon request access to these agreements on terms and conditions of employment and cooperates in inspections, audits or salary validation, all of the above to the extent permitted by law.
16.3 The Supplier commits towards the Client:
a. that it will provide a copy of current statements that it will provide a copy of current statements concerning the Supconcerning the Supplier's payment history with the plier's payment history with the Tax and Customs Administration at the Tax and Customs Administration at the ClientClient's first 's first request;request;
b. that it will comply strictly with all of the that it will comply strictly with all of the ClientClient's 's instructions, inter alia in connection with the instructions, inter alia in connection with the identification of the employees seconded to the identification of the employees seconded to the ClientClient by tby the Supplier and that it will impose them on the he Supplier and that it will impose them on the relevant employees.relevant employees.
16.4 The Supplier is obliged to impose the obligations included in articles 16.1, 16.2 and 16.3 in full on all parties with which it concludes agreements for the performance of the Agreement.
16.5 The Client has the right in case to be determined by the Client to withhold that part of the agreed compensation that concerns income tax deducted at source, turnover tax and national insurance contributions from the amounts that are payable by the Client and to pay these into a blocked bank account maintained by the Supplier within the meaning of the Wages and Salaries Tax and National Insurance Contributions (Liability of Subcontractors) Act (G Account).
16.6 The Supplier indemnifies the Client against third-party claims in connection with a failure to comply with any obligation on the part of the Supplier towards its employees, the Client or the Tax and Customs Administration.
17 Ownership of materials
17.1 All materials, moulds, software, source codes, designs (functional, technical and modelling), texts, descriptions, (technical) documentations, (administrative) data and the like related to the Performance are the property of the Client will be retained by the Supplier with due care for a period five years or so much longer as required by the applicable statutory regulations. The Client hands the aforementioned materials over or destroys them at the Client's first request. After the aforementioned term has ended, the parties will determine in mutual consultation what is to happen to these materials.
18 Intellectual Property Rights
18.1 All intellectual property rights that arise within the context of the Performance (also including design, images, drawings, sketches, models and offers), accrue to the Client at the moment of conclusion, unless expressly agreed otherwise in writing. To the extent required by law, the Supplier will transfer these rights to the Client upon first request, which transfer is hereby accepted in advance should the occasion arise. To the extent the transfer of such rights requires a further deed, the Supplier hereby authorises the Client in advance should the occasion arise to draw up such a deed and sign it on behalf of the Supplier. The transfer of intellectual property rights referred to in this article also comprises a waiver of the personality rights to the extent permitted by law.
18.2 To the extent intellectual property rights (or similar rights) form part of the Performance that are already held by the Supplier or its licensors at the start of the Agreement and were therefore not created specifically for the Client, the Supplier hereby grants the Client for no consideration with respect to those rights a non-exclusive, worldwide, irrevocable, unlimited, transferable and perpetual (sub)licence.
18.3 The Supplier indemnifies the Client against all claims related to infringement of any third-party right concerning the Performance that was delivered.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
18.4 In the event it is determined in or out of court that the use of (parts of) the Performance infringes third-party rights, the Supplier will for its account and at the discretion of the Client:
a. acquire the right to continue to use the Performance acquire the right to continue to use the Performance on behalf of the on behalf of the ClientClient;;
b. replace treplace the infringing part of the Performance with he infringing part of the Performance with another nonanother non--infringing part; orinfringing part; or
c. alter the Performance in such a manner that the alter the Performance in such a manner that the infringement is ended with due observance of the infringement is ended with due observance of the requirements and specifications imposed by the requirements and specifications imposed by the ClientClient..
18.5 Amendments and/or replacement in connection with article 18.4 must not result in the fact that the Client is limited in the possibilities for using (parts of) the Performance. If the Supplier is unable to realise one of the abovementioned solutions, the Supplier will take back the Performance and compensate the price to the Client on the basis of the applicable new value, all of the above without prejudice to the other rights that accrue to the Client.
18.6 The Supplier is not allowed to use trademarks, trade names or logos of the Client or of companies affiliated with the Client without the advance, written approval of the Client.
19 Confidentiality and handling personal and other data
19.1 The Supplier will observe confidentiality concerning information, specifications, drawings, know-how and other data originating from the Client, which it knows or should know to be confidential in nature. The Supplier is not allowed to disclose the information referred to above to a third party in any way or use this information itself other than within the context of the Agreement. The Supplier will impose this obligation on its personnel and the third parties engaged by it.
19.2 The Supplier is only allowed to advertise or publish the fact that the Supplier delivers products to or performs services for benefit of the Client or to use the Client as a reference after it has obtained the express, written approval of the Client. The Client has the right to withdraw any approval that has been granted.
19.3 If the Supplier uses, collects and/or lays down personal data within the context of the Performance, the Supplier will comply with all applicable (European) legislation and regulations in the area of the protection of personal data. The Supplier will sign a data processing agreement provided by the Client at the Client's first request in order to guarantee the above.
19.4 All data used, collected and/or laid down by the Supplier within the context of the Performance are and remain at all times the property of the Client and will be adequately protected by the Supplier against loss, publication or unlawful processing. The Supplier provides these data at the Client's first request in the format requested by the Client. The Supplier is not allowed to alter, use (other than in connection with the performance of the Agreement) or destroy this data or disclose it to any third party, without the prior approval of the Client.
20 Force Majeure
20.1 In the event of temporary or permanent force majeure, the Supplier will be released temporarily or permanently from its obligations arising from the agreement. If the situation of force majeure has not ended within three weeks, the Client will have the right to dissolve or terminate the agreement. If this is the case, the Supplier is not entitled to compensation or reversal of performances already delivered.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
20.2 The term force majeure does not include in any event failure to comply (on time) on the part of a third party with its obligations towards the Supplier; illness, unsuitability or lack of employees on the part of the Supplier or third parties engaged by the Supplier; and strikes.
21 Term, cancellation, dissolution and termination
21.1 The Client has the right to terminate the Agreement (prematurely) with due observance of a notice period of one month without the Supplier being entitled to compensation unless the parties have concluded an agreement for a definite period expressly and in writing or have agreed a notice period other than as referred to below.
21.2 If the Performance cannot proceed as a result of Covid-19 (or any variant of Covid-19 or another epidemic) and/or due to measures imposed by the government in connection therewith, or cannot be carried out as intended by the Client upon conclusion of the Agreement or when placing the order(s) concerned, the Client is entitled to cancel the Agreement and/or the order(s) concerned free of charge, without the Supplier being entitled to any compensation.
21.3 In case of
a. a failure on the part of the Supplier to comply with a failure on the part of the Supplier to comply with (one of) its obligations pursuant to the Agreement (or (one of) its obligations pursuant to the Agreement (or these conditiothese conditions) and ns) and -- after it has been given a after it has been given a written demand for performance written demand for performance -- the Supplier does the Supplier does not comply as yet with its obligation(s) as referred to not comply as yet with its obligation(s) as referred to in the relevant demand for performance; orin the relevant demand for performance; or
b. (part of) the business of the Supplier is taken over;(part of) the business of the Supplier is taken over;
the
the ClientClient will will have the right to suspend compliance with have the right to suspend compliance with its obligations arising from the Agreement or to dissolve or its obligations arising from the Agreement or to dissolve or terminate the Agreement in whole or in part, such to be terminate the Agreement in whole or in part, such to be decided by the decided by the ClientClient, with immediate effect and without , with immediate effect and without judicial intervention and without the judicial intervention and without the ClClientient being obliged being obliged to pay any compensation. The to pay any compensation. The ClientClient has the right at all has the right at all times to charge the loss sustained and the costs incurred times to charge the loss sustained and the costs incurred by the by the ClientClient to the Supplier.to the Supplier.
21.4 Each party has the right to terminate all or part of the Agreement with immediate effect, without being obliged to pay any compensation, by means of a written notification to the other party if:
a. the other party has been granted a suspension of the other party has been granted a suspension of payment or has been declared bankrupt;payment or has been declared bankrupt;
b. the other parties ceases its business activities or the other parties ceases its business activities or liquidates iliquidates its business.ts business.
22 Consequences of termination
22.1 In case of full or partial termination of the Agreement, irrespective of the cause thereof, the Supplier will:
a. provide to the provide to the ClientClient information, documents and/or information, documents and/or materials that were already developed by the materials that were already developed by the SupplieSupplier on the basis of the Agreement as well as any r on the basis of the Agreement as well as any information that is required for the further information that is required for the further development thereof at the request of the development thereof at the request of the ClientClient;;
b. fully cooperate in the transfer to the fully cooperate in the transfer to the ClientClient of the of the activities performed by the Supplier within the activities performed by the Supplier within the context of thcontext of the Agreement or to a third party to be e Agreement or to a third party to be designated by the designated by the ClientClient, so that the continuity , so that the continuity thereof is guaranteed;thereof is guaranteed;
c. continue the delivery of the Performance at the request of the Client subject to the same conditions as laid down in the Agreement for a period of at most six months after the end of the Agreement so that a proper transfer is guaranteed.
23 Other provisions
23.1 The Client may ask the Supplier to use an IT tool for applying for offers, processing orders or the submission of
invoices, in which connection the Supplier will cooperate without charging any additional costs in this connection.
23.2 The Supplier is not allowed to transfer all or part of its rights and obligations arising from any agreement with the Client to a third or pledge them without the prior, written approval of the Client.
23.3 Irrespective of the other provisions of these conditions, the Supplier only has the right to engage third parties for the delivery of the Performance following the Client's written approval. The Supplier remains fully liable and responsible for (timely and correct) compliance with all of the Supplier's obligations towards the Client also after approval has been obtained.
23.4 If the Client has the right to impose a penalty on the Supplier on any basis whatsoever, this penalty shall never replace any of the Client's other rights, such as the right to compensation or the right to performance.
23.5 If any provision of these conditions or any Agreement proves to be void or unenforceable pursuant to applicable mandatory statutory provisions, such shall not prejudice the validity of the other provisions.
24 Applicable law and disputes
24.1 These conditions and every Agreement are governed by Dutch law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sales of Goods) is excluded.
24.2 Every dispute between the Supplier and the Client will be submitted for settlement to the competent court in the Court District where the Client has its registered office.
PART B - Flexible labour
The provisions of this chapter apply supplementary to Part A of the Conditions in case the Supplier makes flexible labour available to the Client.
25 Definitions
25.1 In this Part B, the following definitions are used supplementary to the definitions included in article 1:
Flex Worker: Natural persons who are registered with the Supplier for the purpose of obtaining temporary work and concludes an (employment or temporary employment) contract to perform temporary employment work for the Client.
26 Management and supervision
26.1 As regards the Flex Worker, the Client will exert itself to the best of its abilities when exercising the supervision or management of the labour performed by the Flex Worker in connection with the assignment granted to the Supplier.
27 Requirements and replacement of Flex Workers
27.1 The Supplier guarantees that it activities are carried out in an expert manner and it will always make competent Flex Workers available to the Client, which Flex Workers will comply with the Client's applicable job profiles.
27.2 The Supplier ensures that each Flex Worker complies with all statutory requirements and permits in order to be allowed to work legally in the Netherlands. The Supplier declares expressly that it will comply with its obligations pursuant to the Compulsory Identification Act (WID) and the Foreign Nationals (Employment) (WAV). The Supplier indemnifies the Client against all claims related to a failure
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
on the part of the Supplier to comply with obligations as referred to in this article 27.2.
27.3 The Supplier instructs the Flex Workers to comply with the instructions and applicable internal rules of the Client.
27.4 The Supplier arranges immediately for replacement of a Flex Worker at the Client's request if the Client is not satisfied with the performance, characteristics or conduct of the relevant Flex Worker.
27.5 Unless agreed otherwise in writing and without prejudice to the other provisions of these conditions, the Client can terminate the secondment of a Flex Worker at any moment with due observance of a notice period of (I) one day, if the Flex Worker works on the basis of a temporary employment contract and (ii) one week in all other cases.
27.6 The parties will lay down separately and in writing the conditions for establishing a direct employment relationship by the Client with a Flex Worker in the absence of which the Client does not owe the Supplier a fee when establishing a direct employment relationship with a Flex Worker.
28 Additional requirements on the part of the Supplier
28.1 During the term of the Agreement, the Supplier is:
a. registered in the Commercial Register of the Chamber registered in the Commercial Register of the Chamber of Commerce as a company that makes temporary of Commerce as a company that makes temporary workers available under one of the following SBI workers available under one of the following SBI codes: 78201 (Temporary employment agencies), codes: 78201 (Temporary employment agencies), 78203 (Job p78203 (Job pools) or 7830 (Payrolling); andools) or 7830 (Payrolling); and
b. certified in accordance with NEN4400 and provides a certified in accordance with NEN4400 and provides a copy of the certificate at the copy of the certificate at the ClientClient's first request.'s first request.
29 Monitoring and administration
29.1 With due observance of the applicable legislation and regulations, the Supplier will with respect to each Flex Worker who has been placed:
a. arrange for meticulous monitoring and recording of arrange for meticulous monitoring and recording of the personal data of Flex Workers, including the personal data of Flex Workers, including diplomas, number and term of validity of the ID diplomas, number and term of validity of the ID document, valid residence and work permit (for Flex document, valid residence and work permit (for Flex Workers Workers who are not of Dutch origin), which record who are not of Dutch origin), which record can be accessed by the can be accessed by the ClientClient and/or the supervisory and/or the supervisory authorities if such is necessary.authorities if such is necessary.
b. conduct an interim check of the performance of the conduct an interim check of the performance of the Flex Worker;Flex Worker;
c. perform a final check after the secondment has perform a final check after the secondment has ended with respended with respect to compliance on the part of the ect to compliance on the part of the Flex Worker when compared to the agreed Flex Worker when compared to the agreed requirements;requirements;
d. contact the contact the ClientClient concerning the definitive end date concerning the definitive end date before expiry of the term of secondment of the Flex before expiry of the term of secondment of the Flex Worker that was agreed in advance.Worker that was agreed in advance.
29.2 The Client will check in any event on the first working day of the Flex Worker at the Client whether the right person has registered on the basis of the person, his/her identity card and the information received from the Supplier.
29.3 The Supplier keeps a record of the copies referred to in paragraph 1(a) of this article. These copies are kept for the Client with due observance of the statutory retention period. The Supplier makes these records available to the Client and/or the supervisory authorities at the first request to that effect from the Client.
PART C - FACILITY SERVICES
The provisions of this chapter apply supplementary to Part A of these Conditions in case the Client purchases Facility Services from the Supplier.
30 Equipment and use of areas
30.1 The tools, materials, machines anThe tools, materials, machines and other equipment d other equipment required in connection with the Performance come under required in connection with the Performance come under the responsibility of the Supplier. These can only be used if the responsibility of the Supplier. These can only be used if the the ClientClient has agreed thereto in writing. Such use is for has agreed thereto in writing. Such use is for the account and risk of the Supplier.the account and risk of the Supplier.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
30.2 The parties agree before the start of the Agreement which of the Client's mains services and areas the Supplier will be allowed to use. The Supplier keeps the areas it uses clean.
PART D - ICT The provisions of this Part D apply supplementary to Part A of these Conditions in case IT forms part of the Performance.
31 Definitions
31.1 In this Part B, the following definitions are used supplementary to the definitions included in article 1:
Acceptance Test: The (test) procedure that can be used to demonstrate that the Equipment and Software, separately, jointly and in conjunction with other equipment and software to be used by the Client, operates in accordance with the agreed specifications, the intended purpose and the other requirements as laid down in the Agreement.
Software: all of the Standard and Custom Software with the related new and/or improved versions.
Custom Software: the software that is created in connection with or as a result of an Agreement between the Client and the Supplier, including (I) software to be developed and/or adjusted by the Supplier for the benefit of the Client and (ii) changes and/or additions to the Standard Software, including the related documentation, materials, object codes and source codes.
Standard Software: software with related Documentation and materials as described in the Agreement, which was not developed or adjusted specifically for the Client by the Supplier.
Documentation: all user, operating and technical manuals, flow charts, descriptions and other documentation that is necessary or useful for the implementation, use, understanding and maintenance of the Equipment and the Software.
Equipment: The equipment or hardware to be delivered by the Supplier to the Client, including the related Documentation and materials on which or in connection with which the Software must be implemented by the Supplier and should operate.
Licence: The right of the Client to use the Software in accordance with the provisions of the Agreement.
31.2 In this Part D, 'Performance' as defined in article 1 also includes Equipment and Software if and to the extent these are delivered by the Supplier.
32 Delivery
32.1 Unless agreed otherwise, the Supplier will
32.2 arrange for delivery and a working installation or, as the case may be, implementation of the Software and/or Equipment at the Client.
32.3 Simultaneously with the delivery of the Custom Software, the Supplier transfers to the Client information carriers carrying source and object codes, Documentation (including a detailed elaboration of the technical specifications) and other materials belonging to the Customs Software, actually as well as the ownership thereof and intellectual property rights thereto.
33 Documentation.
33.1 The Documentation to be made available by the Supplier provides a correct, complete and detailed description of the Equipment and/or Software to be delivered by the Supplier as well as their maintenance. The Documentation is suitable to enable users in a simple manner to use all of the Equipment and/or Software and to maintain it or to have it maintained. It is furthermore the case that the Documentation is drawn up in the English language if this is language of the country where the Client is established.
33.2 The Supplier will replace, alter or adjust the Documentation for its own account at the Client's first request if the Client determines that the Documentation that has been provided is not complete, incorrect or obsolete.
33.3 The Client is allowed to reproduce the Documentation for its own use.
34 Quality
34.1 Supplementary to article 10.1, the Supplier guarantees that:
a. The Software and Equipment work and that they are The Software and Equipment work and that they are suitable for their intended purpose;suitable for their intended purpose;
b. The Software and Equipment are free from defects The Software and Equipment are free from defects and contain no foreign objects (such as logic bombs, and contain no foreign objects (such as logic bombs, backdoors, viruses or wbackdoors, viruses or worms);orms);
c. The Software and Equipment operate efficiently, The Software and Equipment operate efficiently, soundly and soundly and -- if the Software and Equipment were if the Software and Equipment were delivered by the Supplier delivered by the Supplier -- in connection with each in connection with each other;other;
d. The Software and Equipment continue to comply with The Software and Equipment continue to comply with the agreed and promised requirements, the agreed and promised requirements, charcharacteristics and specifications also during peak acteristics and specifications also during peak loads;loads;
e. The Software and Equipment will (continue to) The Software and Equipment will (continue to) function fully and without further investment with the function fully and without further investment with the network, system, software and equipment of the network, system, software and equipment of the ClientClient..
35 Security and continuity
35.1 The Supplier ensures that the Performance complies with the security requirements that may be imposed thereon within reason as well as the security requirements imposed by the Client.
35.2 At the Client's request, the Supplier deposits with an independent third party (the "Agent") the relevant versions of the Software in the form of source code together with all materials that are needed for the installation and implementation, for understanding the construction and the structure of the Software and for maintaining the Software. The Agent will provide the aforementioned materials to the Client free of charge and without additional costs if the Supplier is granted a suspension of payment, is declared bankrupt or fails to comply with its obligations and the Client has the right on the basis thereof to terminate the Agreement.
35.3 If and to the extent the Performance consists of the delivery of ‘Software as a Service’ (SaaS), the Supplier arranges for adequate back-up facilities for the Client's data that are collected with the aid of or, as the case may be, in SaaS. It is furthermore the case that the Supplier enables the Client to store these data from the Supplier's website or interface in a format to be determined by the Client in order to be able to create its own backups.
36 Acceptance
36.1 Prior to the delivery and/or installation of the Performance, the parties will lay down in mutual consultation the acceptance criteria and the manner in which the Acceptance Test will take place.
36.2 The Client will perform the Acceptance Test within a reasonable term after delivery and/or installation of the Performance. Acceptance by the Client of the Performance will be recorded in writing by the Client. The date of written recording applies as the acceptance date.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
36.3 If the Client does not accept all or parts of the Performance, the Client will notify the Supplier thereof in writing while providing the reasons. The Supplier will adjust the (parts of the) Performance that were not accepted without delay and present it again to the Client for acceptance. The Supplier will in default if the Performance is still not accepted (in full) on that occasion either. If this is the case, the Client has the right to dissolve or terminate the Agreement in whole or in part, without prejudice to the other rights that accrue to the Client.
37 Maintenance
37.1 If the Client purchases maintenance from the Supplier, the Supplier will arrange for:
a. recovery of errors in the Performance and the recovery of errors in the Performance and the resolution of breakdowns, both preventative and resolution of breakdowns, both preventative and corrective; andcorrective; and
b. -- in case of Software maintenance in case of Software maintenance -- making available making available improved and new versions of the Software.improved and new versions of the Software.
37.2 Maintenance is carried out in such a manner that the Client's business operations are obstructed as little as possible. Maintenance is carried out at the Supplier's location unless it is necessary to carry out maintenance at the Client's location.
37.3 If the Client reports an error or breakdown in the Performance to the Supplier, the Supplier will start as soon as possible and subsequently work without interruption and with optimal commitment to the recovery of the error or, as the case may be, resolution of the breakdown.
37.4 Modifications of Equipment or Software must not have an adverse impact on the Performance in the opinion of the Client. Improved and new versions of the Software must include at least the same functionalities as was agreed originally.
37.5 The Client is not obliged to implement new or improved versions of the Software. The Supplier is able to carry out maintenance for at least 7 years after delivery and acceptance of Equipment and/or Software.
37.6 The costs of performing Software maintenance are included in the costs paid by the Client to the Supplier for the use of the Software.
38 Licence
38.1 If the Client acquires a licence, this licence is granted by the Supplier to the Client irrevocably for the period indicated in the Agreement. If no specific duration has been agreed for the Licence, it will be the case that the Client has acquired the perpetual right to use the Software for which the Licence was granted and this right cannot be terminated.
38.2 The Client has the right to allow third parties to make use of the Licence if such is necessary or useful for the performance of activities for the Client. It is furthermore the case that the Client has the right to transfer the Licence or give it in use to a company affiliated with it.
38.3 If the Supplier fails to comply with the obligations agreed in connection with the Licence or refuses to comply against conditions in line with the market, the Client will have the right to modify or have modified the Software for which the Licence was granted for maintenance purposes or other purposes.
38.4 Unless agreed otherwise expressly and in writing, it is the case that the right of use is bound to specific equipment, locations or persons.
38.5 The Client has the right to make copies of the Software for back-up purposes. In the event of emergencies, these copies can be used for relocation to the Client's disaster recovery facilities or third parties engaged for this purpose by the Client.
PART E - LOGISTICS The provisions of this Part E apply supplementary to Part A of these Conditions in case the Performance consists exclusively of logistics services.
39 Additional terms and conditions
39.1 If the Performance to be delivered by the Supplier consists of transporting goods for the Client within the Netherlands, the General Transport Conditions 2002 version 2015 ("AVC 2015") apply unless this Agreement or these conditions include deviations therefrom to the extent such is permitted on the basis of mandatory provisions of law.
39.2 If the Performance to be delivered by the Supplier consists of transporting goods for the Client, whereby the CMR convention applies in the event the Dutch borders are crossed. In case of a conflict between the provisions of the Agreement or these conditions, the provisions of the CMR Convention will prevail.
PART F - PERFORMANCE OF WORKS, TECHNICAL INSTALLATION ACTIVITIES AND/OR MAINTENANCE The provisions of this part F apply supplementary to Part A of these Conditions if the Performance concerns the performance of (technical installation) works and/or the maintenance thereof.
40 Definitions
40.1 In this Part F, the following definitions are used supplementary to the definitions included in article 1:
Auxiliary Materials: tools, equipment, auxiliary material, auxiliary substances, auxiliary works and tools required for the performance of the Performance and the performance of the necessary assistance activities.
Object: the good, installation or another object in respect of which the Supplier performs or will perform maintenance activities on the instructions of the Client.
Provisional Sum: sums of money indicated as such as in the agreed budget and against which sums expenses further described in the budget are charged.
40.2 In this Part F, the term 'Supplier' as defined in article 1 can also include a 'contractor'.
41 Administration
41.1 The Supplier is obliged to deliver the Performance in accordance with the drawings to be provided by the Client. The Supplier is obliged to comply with the orders and instructions issued to it by the Client.
41.2 The obligations of the Supplier also include:
a. the delivery of the required building materials and the the delivery of the required building materials and the performance of the necessary activities;performance of the necessary activities;
b. making Auxiliary Materials available;making Auxiliary Materials available;
c. payment of municipal levies on encroachments payment of municipal levies on encroachments in, on in, on or above public land, the costs of connecting auxiliary or above public land, the costs of connecting auxiliary pipes and the like.pipes and the like.
41.3 The manner in which the Performance is delivered must be such that neither the Client nor third parties have to fear nuisance needlessly.
41.4 In the event objects of substances are found during the delivery of the Performance in respect of which it may be considered within reason that these could cause damage to persons, goods or the environment, the Supplier notifies this to the Client immediately. What is more, the Supplier immediately implements the security measures required by the circumstances, if possible in consultation with the Client.
KEUNE HAIRCOSMETICS MANUFACTURING B.V.
P.O.B 88 – 3760 AB – Soest | Koningsweg 15 – 3762 EA – Soest | The Netherlands
Telephone +31 (0)35 601 6161 | Website www.keune.com | E-mail info@keune.com
The General Purchasing Terms and Conditions have been deposited at the Chamber of Commerce Amersfoort
Trade Register 31026451
41.5 The Supplier is obliged to notify the Client in writing immediately in case of dangerous situations, risks, near accidents and accidents.
41.6 The Client has the right to appoint one or several third parties to be engaged by it as the party/parties charged with conducting the management of the performance.
42 Knowledge of the Supplier
42.1 Prior to the performance of the Agreement, the Supplier will familiarise itself with all relevant facts and circumstances - including the location of cables and pipes - on the site and/or in the buildings where the Performance is carried out.
42.2 The Supplier is considered to be familiar with the applicable statutory regulations and government decisions that are relevant to the delivery of the Performance. The consequences related to compliance with these regulations and decisions are for the account of the Supplier.
43 Auxiliary materials
43.1 The Supplier is responsible for the transport, correct receipt and storage of Auxiliary Materials.
43.2 The Supplier guarantees that all Auxiliary Materials are maintained properly and approved in accordance with the applicable standards and requirements.
44 Location
44.1 The Supplier is obliged to leave behind clean the areas it enters in connection with the performance of the activities or where the Performance is delivered, at all times at the end of the day and after the activities have ended. Waste and return packaging material must be removed immediately by the Supplier immediately after it is released for its own account and risk.
45 Planning
45.1 Unless agreed otherwise, delivery of the activities performed by the Supplier takes place on the date indicated by the Client and in accordance with the Client's work plan.
45.2 In the event the speed of construction or amended sequence of the activities renders an adjustment of the work plan desirable, the Supplier will be obliged in accordance with this amended work plan to comply with its obligations pursuant to the Agreement without such leading to any additional entitlement to additional payment, reimbursement of costs or compensation. Waiting times are not reimbursed;
46 Acceptance
46.1 The Performance is considered to have been delivered if the Client has approved the work in writing following inspection and any remaining items or defects have been remedied to the satisfaction of the Client and the Client has declared in writing that the Performance that was delivered can be considered to have been delivered. If the Client rejects the Performance, the Client will notify the Supplier thereof while stating the reasons.
46.2 In case of rejection, the Supplier will immediately repair or replace the goods that have been rejected, without the Supplier being entitled to any additional compensation and without prejudice to the Client's right to compensation of the loss sustained by it.
47 Maintenance
47.1 If the Performance also consists of maintenance, the Supplier will also arrange for remedy of defects in the Object and the resolution of breakdowns, both preventatively and correctively.
47.2 The Supplier will remedy defects and breakdowns during the defects liability period at the Client's first request free of charge and with due speed. If the parties agreed service levels concerning the performance of maintenance, the Supplier guarantees that these service levels are complied.
48 Placing advertising
48.1 Placing its name, advertising or other communications by the Supplier on fences or elsewhere on the work site is only allowed following written approval thereof by the Client.
49 Compensation
49.1 If the sum of expenses charged to a Provisional Sum proves to be higher or lower than the amount of that Provisional Sum, the deviation will be set off following written approval thereof by the Client and with due observance of the following:
a. Prices on the basis of delivery carriage paid at the Prices on the basis of delivery carriage paid at the work site when purchasing building materials;work site when purchasing building materials;
b. The hours actually worked and the hourly rate agreed The hours actually worked and the hourly rate agreed between the parties apply when performing the between the parties apply when performing the activitiesactivities
c. Unless agreed othUnless agreed otherwise expressly and in writing, the erwise expressly and in writing, the Supplier does not have the right to apply a surcharge Supplier does not have the right to apply a surcharge to the compensations referred to under a) and b).to the compensations referred to under a) and b).
49.2 The costs at the construction site for general layout, care and implementation are not set off separate, but are considered to be included in the agreed compensation.