CONDITIONS FORMING PART OF THE FRAMEWORK AGREEMENT 

facilitating use of the EU Soap Quality System 

Article 1: Terminology 

1. Terms and Conditions: Gildewerk’s terms and conditions that apply to every Subsequent contract forthcoming from the Framework Agreement. 
2. Addendums: the addendums associated with the Framework Agreement and summarised in article 4 of the Framework Agreement.
3. Cosmetic Products Regulation: Regulation 1223/2009/EC dated 30 November 2009 (including applicable amended regulations) of the European Parliament and of the Council for the control of cosmetic products. 
4. CPNP: Cosmetic Products Notification Portal (database) of the European Commission for the purpose of enforcement of the Cosmetics Regulation. 
5. EU Soap Quality System: Quality system by Gildewerk Quality Systems for making and marketing Soap Products that comply with the Cosmetics Regulation. 
6. Gildewerk CS: Gildewerk Quality Systems and/or Gildewerk. 
7. GMP rules: cosmetic products must be produced in accordance with Good Manufacturing Practice, guided by the NEN-EN-ISO 22716 standard. 
8. Ingredients: all consumables (potentially) necessary for the production and/or sale of Soap Products, which Gildewerk sells to enterprises. 
9. Ingredient declaration: label listing the ingredients present in the final product. 
10. Labelmaker: mandatory software containing all product information. Generates – amongst others – a logbook as well as unique batch numbers and other required label information. 
11. Subsequent Contract: further contract and/or contracts concluded on the basis of the Framework Agreement, including – but not limited to – orders placed with Gildewerk. 
12. Operator: the party with which Gildewerk CS concludes a Framework Agreement for use of the EU Soap Quality System. 
13. PIF: Product Information File. This contains all the information about a Soap Product. 
14. Production area: the area or areas in which the Operator uses the EU Soap Quality System to produce its Soap Products. 
15. Framework Agreement: the agreement between the parties related to the use of the EU Soap Quality System by the Operator. The addendum in hand forms part of it. 
16. Workshops: the “Basic Soapmaking Course” workshop and the “Quality System” workshop. 
17. Soap Products: cosmetic rinse-off products, including – but not limited to – soap, bath salts, bath bombs and semi-manufactured products. 

Article 2: Conditions 

1. These conditions correspond and apply to the Framework Agreement concluded between the Parties that covers use of the EU Soap Quality System from Gildewerk Quality Systems. By using the EU Soap Quality System and complying with all conditions stipulated in the Framework Agreement (along with addendums, including this document, which is interlinked with the Framework Agreement), the Operator can produce and market Soap Products and/or sell these products with responsibility devolved to Gildewerk Quality Systems and compliance assured with the demands set by the Cosmetics Regulation. 
2. In order to use the EU Soap Quality System, the Operator must:

• pay an annual feel to Gildewerk Quality Systems as specified in the price list; 
• complete the “Basic Soapmaking” and “Quality System” workshops, observing the conditions as stipulated hereinafter in article 3; 
• purchase the Ingredients required for the production of its Soap Products from Gildewerk, observing the conditions as stipulated hereinafter in article 4; 
• comply with the rules applicable to it as the Operator as stipulated hereinafter in article 5; 
• equip its Production Area according to requirements as detailed in article 6; 
• comply with production conditions throughout production of its Soap Products as stipulated in article 7; 
• work with and use the Labelmaker software from Gildewerk Quality Systems throughout production of its Soap Products, observing the conditions as stipulated hereinafter in article 8; 
• cooperate when it comes to audits as stipulated in article 9; 
• comply with the ordering process as stipulated in article 10; 
• ensure timely payment as stipulated in article 11; 
• cooperate with product recalls if necessary as stipulated in article 12; 
• not violate intellectual property rights as stipulated in article 13; 
• indemnify Gildewerk CS from third-party claims if the Operator does not meet its obligations as stipulated in article 14; 
• accept the exoneration conditions as stipulated in articles 15 and 16; 
• observe confidentiality as stipulated in article 17; 
• comply with the conditions of transfer as stipulated in article 18; 
• accept the penalty conditions as stipulated in article 19; 
• note the conditions stipulated in article 20. 

Article 3: “Basic Soapmaking” and “Quality System” workshops 

1. Gildewerk presents the “Basic Soapmaking” workshop, which must be followed and successfully completed upon commencement of the Framework Agreement by at least one colleague from the Operator. 
2. In addition to training and refresher courses, Gildewerk Quality Systems presents the “Quality System” workshop, which must be followed and successfully completed every three years by at least one colleague from the Operator. 
3. The costs applicable to completing the Workshops will be for the account of the Operator and are specified in the price list. 
4. Use of – and production via – the EU Soap Quality System by the Operator may only take place under the supervision of an accountable colleague from the Operator who has successfully completed the Workshops and has undergone refresher training at least once every three years. 
5. During the duration of the Framework Agreement, Gildewerk and Gildewerk Quality Systems may require the Operator to undergo further refresher training, which the Operator will comply with upon first request. 

Article 4: Mandatory purchase of Ingredients and addition of own ingredients 

1. To maintain the integrity of the EU Soap Quality System, only Ingredients from Gildewerk may be used (with the exception of what is stipulated in section 3 of this article). The recipe book that forms part of the EU Soap Quality System contains thousands of recipes for making Soap Products with goods supplied by Gildewerk. These recipes have been approved and registered with the CPNP. As a result, only products from Gildewerk may be used, because Gildewerk Quality Systems can only answer for those products. Throughout the duration of the Framework Agreement (and possible extensions thereof), the Operator is therefore obligated to exclusively purchase and use ingredients from Gildewerk for the manufacture of Soap Products. 
2. The prices of Gildewerk’s ingredients are based on market prices, meaning that these are/can be adjusted and updated on a daily basis. Current prices can be consulted via Gildewerk’s webshop, where the Operator will receive a 2% discount on every order upon entering its unique discount code. 
3. Gildewerk will only depart from what is stipulated in section 1 if the Operator wishes to use and/or add it’s own ingredient (e.g. an ingredient grown and/or produced by itself or in the region concerned). For the purpose of quality guarantees, the Operator must have obtained explicit prior written permission to do this from Gildewerk Quality Systems. Gildewerk Quality Systems will subsequently set appropriate conditions and charge the Operator an additional fee. 

Article 5: Conditions relevant to the Operator 

1. The Operator and its enterprise is entered into the trade register of the Kamer van Koophandel (Chamber of Commerce) and must, upon first request of Gildewerk CS, supply a copy of this current registration to Gildewerk CS. 
2. The Operator must inform Gildewerk CS immediately if drastic changes to the enterprise of the Operator are due to take place that may influence the fulfilment of the Framework Agreement and/or Subsequent Contracts. This may include – but is explicitly not limited to – a certified colleague from the Operator no longer being employed by the Operator. 

Article 6: Conditions relevant to the Production Area of the Operator 

1. The Operator will work in accordance with the GMP rules and will ensure that its Production Area is clean and hygienic, with the Operator furthermore complying with the addition requirements as stipulated in the production area conditions. 
2. The Operator’s Production Area must be approved by Gildewerk Quality Systems before the Framework Agreement takes effect. 
3. If a physical inspection of the Production Area by Gildewerk Quality Systems is not possible in the short term, Gildewerk Quality Systems can grant provisional approval based on visual footage of the Production Area supplied by the Operator. Definitive approval can only follow once a physical inspection by Gildewerk Quality Systems has taken place. 
4. If a deficiency noted by Gildewerk Quality Systems means that the Production Area of the Operator does not receive approval because it does not comply with all the demands set by Gildewerk Quality Systems, the Operator must (with the exception of a case such as that specified in section 5) take steps to ensure that the Production Area does comply within a time appropriate for such activities. 
5. If a deficiency noted by Gildewerk Quality Systems – as specified in section 4 – is of such a nature that Gildewerk Quality Systems can no longer answer for the Operator, production by the Operator must be halted immediately upon first request of Gildewerk Quality Systems. 

Article 7: Conditions relevant to production by the Operator 

1. The Operator will observe legislation and regulations in performing its activities. 
2. The Operator is obligated to produce its Soap Products according to the methods prescribed by the EU Soap Quality System and, in doing this, observe the terms and conditions set by Gildewerk CS. 
3. The production and marketing of Soap Products by the Operator will, in principle, take place in the name of the Operator and include a record of the standard recipe name of the Soap Product in question as specified in the EU Soap Quality System. 
4. If the Operator wishes to market its Soap Product under a name other than the standard recipe name as specified in the EU Soap Quality System, the Operator must seek written permission from Gildewerk Quality Systems, mentioning the intended name or names. In regard to this, the Operator will be obligated to pay an additional fee as specified in the price list. Approval by Gildewerk will always take place in writing and may be subject to conditions. 
5. Every quarter, the Operator must hand over to Gildewerk Quality Systems two unsold Soap Products in original packaging from stock produced in the current quarter free of charge for the purpose of quality control. Gildewerk may request the specific respective batch numbers from the Operator’s stock. 
6. From every batch of Soap Products that it produces, the Operator will retain or store at least two reference samples weighing at least ten grams for a period of five years. These reference samples must be kept in suitable sealed and labelled packaging at room temperature in a dark and secure area, not accessible to third parties, within the operational premises of the Operator that also houses the Production Area. Upon request of Gildewerk Quality Systems, the Operator must submit the desired reference sample or samples to Gildewerk Quality Systems with 14 days at most. 

Article 8: Labelmaker 

1. The Operator will receive login credentials from Gildewerk Quality Systems for use of the EU Soap Quality System (software), including the Labelmaker. The Operator will handle these login credentials provided by Gildewerk Quality Systems securely and with due care and will not divulge them to third parties. 
2. The Operator will ensure that the labels for its Soap Products are created using the Labelmaker and contain the following information in all cases:

• The name “EU Soap Quality System”; 
• The address of “EU Soap Quality System”, which must be underlined; 
• Brand- and product name, including product description; 
• Function of the product; 
• Name of the Operator; 
• Quantity: per unit and/or millilitres or grams; 
• Batch number; 
• Declaration of ingredients. 

3. Adding claims to a label, such as – but not limited to – the claim that a product has undergone dermatological testing, is not permitted without written permission from Gildewerk Quality Systems. 

Article 9: Audits  

1. Gildewerk CS will regularly carry out checks on the Operator, with which the Operator will lend its full cooperation. 
2. The Operator will, at all times and upon first request, grant Gildewerk CS access to all areas of its operational premises for the purpose of inspection or checks conducted on the Production Area and/or processes and/or products so that Gildewerk CS can monitor whether Soap Products are being made in accordance with its standards and guarantees. 

Article 10: Orders

1. The Operator will place orders for the Ingredients for its Soap Products via the Gildewerk webshop.
2. If Gildewerk accepts the order from the Operator, Gildewerk will  – upon receipt of the order as specified in section 1 – confirm it with the Operator in writing or by email by means of an order confirmation, after which a Subsequent Contract between Gildewerk and the Operator will be established. 
3. If the content of the acceptance as specified in the previous section departs from the content of the order placed by the Operator, the Operator will be committed to the content of Gildewerk’s acceptance, unless it makes Gildewerk aware of the departure in writing or by email within one (1) working day of Gildewerk having sent the acceptance. 
4. Following acceptance of an order, Gildewerk will supply the Soap Products in accordance with the accepted order. Gildewerk has the right to supply the order in instalments. 
5. Every order to be placed under validity of the Framework Agreement will be governed by the content, stipulations and conditions of the Framework Agreement. The most recent version of Gildewerk’s Terms and Conditions will furthermore apply to orders placed under validity of the Framework Agreement. The Operator hereby confirms that Gildewerk’s Terms and Conditions have been made available to it, that it has examined them and that it accepts the content and its applicability to all Subsequent Contracts forthcoming from the Framework Agreement. Insofar as the Framework Agreement departs from Gildewerk’s Terms and Conditions, the Framework Agreement enjoys preference. 
6. The Operator’s terms and conditions will not apply to the Framework Agreement nor to Subsequent Contracts (orders) placed under validity of the Framework Agreement. 

Article 11: Payment and default  

1. Payment by the Operator will take place in Euro.
2. For use of the EU Soap Quality System, Gildewerk Quality Systems will bill the operator on an annual basis and collect the owed amount by direct debit. 
3. For the Workshops, Gildewerk CS will bill the Operator prior to commencement. Payment must be made prior to commencement of the Workshop. 
4. As a rule, Ingredients ordered from Gildewerk must be paid for via the webshop upon ordering. If ordering takes place via a different method accepted by Gildewerk, Gildewerk will send the Operator an invoice for such an order. 
5. If Gildewerk CS in a certain case does not desire advance payment, the Operator must provide payment with 14 days of date of invoice. Upon payment, the Operator will always specify the invoice number of the invoice in question. 
6. The Operator does not have the authority to suspend or reduce payments to Gildewerk CS. 
7. Payments made by the Operator to Gildewerk CS will never be refunded. 
8. If payment is still outstanding on the payment expiry date, the Operator will without notice be in default and will owe Gildewerk CS statutory commercial interest on the outstanding amount, with every commenced month counting as a full month. This without diminishing any other rights that Gildewerk CS can apply with respect to non- or late payment by the Operator. 
9. If Gildewerk CS is obliged to outsource its claim, all related legal or extrajudicial costs will be for the account of the Customer, not counting further entitlement to compensation. Extrajudicial costs are fixed at 15% of the amount due, while a minimum amount of € 750.00 (seven hundred and fifty Euro) applies. 
10. Payments will, regardless of designation, firstly cover incurred interest and costs and will subsequently cover the unpaid invoice with the earliest date. 

Article 12: Product recalls 

1. A recall involves all the measures aimed at the recall and withdrawal from trade of Ingredients and/or Soap Products already produced by the Operator, whether marketed or not, regardless of the reasons for the recall action. It also involves measures aimed at the recall of (potentially) hazardous, unsafe or inadequate Ingredients and/or Soap Products, halting of the sale of (potentially) hazardous, unsafe or inadequate Ingredients and/or Soap Products, as well as measures aimed at preventing (potentially) hazardous, unsafe or inadequate Ingredients and/or Soap Products from being further supplied and/or otherwise made available. 
2. The Operator must immediately, upon first request of Gildewerk CS, lend full cooperation to a recall of one or more Ingredients and/or Soap Products that, in the opinion of Gildewerk CS and/or official authorities, are (potentially) hazardous, unsafe or inadequate. 
3. In principle, the costs associated with a recall will be for the account of Gildewerk CS, except in the unforeseen event that the recall is the fault of the Operator according to the Framework Agreement or the law. For example – but explicitly not limited to – a case in which the Operator has not observed the conditions set by Gildewerk CS in producing its Soap Products, meaning that (potentially) hazardous, unsafe or inadequate Soap Products have entered the market, making a recall necessary. In such a case, all costs associated with the recall will be for the account of the Operator, including payment of compensation for losses suffered by Gildewerk CS as a result of the recall. 
4. Regardless of who is to blame for the recall, the Operator will at all times be obligated to bear its own costs in relation to deployment of the staff and resources necessary to carry out the desired recall. 
5. If the Operator does not promptly fulfil a request from Gildewerk CS and/or official authorities to carry out a recall, the Operator will immediately be in default and all costs associated with the recall – and compensation for all losses suffered as a result of the unwilling position of the Operator – will be for the account of the Operator, regardless of who is to blame for the recall. 
6. The nature and scope of urgency of a recall will be determined by Gildewerk CS, or by the official authorities, depending on the circumstances of the case. 
7. The Operator must at all times limit losses and costs to a minimum, insofar as this is reasonably possible.
8. The Operator must furthermore – insofar as is possible – keep a record of all Soap Products marketed or offered & supplied by it in such a way that makes it easy to deduce to whom (customer/end user name, address, city) one or more Soap Products were sold or supplied on a particular date at a particular location. 

Article 13: Intellectual property rights 

1. The Operator acknowledges the fact that Gildewerk Quality Systems is the proprietor and exclusive licensor of all intellectual property rights, including patents, copyrights, designs, models, domain names, brands, trade names, knowhow and all other commercial rights, trade secrets and documents, etc. related to the EU Soap Quality System including the Labelmaker and all recipes filed by Gildewerk Quality Systems. There will therefore be no transfer by any means of any intellectual property rights whatsoever to the Operator, unless explicitly agreed otherwise in writing. The aforementioned also applies to goods that have been specially designed and/or developed on behalf of the Operator. 
2. Unless it has explicit written permission from Gildewerk Quality Systems, the Operator is not permitted to use the intellectual property rights belonging to Gildewerk Quality Systems. Under no circumstances may the Operator amend, delete and/or change the intellectual property rights belonging to Gildewerk Quality Systems. Insofar as Gildewerk Quality Systems grants the Operator permission to use its intellectual property rights, the Operator must at all times ensure that no harm is brought to the distinguishing properties, the reputation, the validity and/or the goodwill of these intellectual property rights. The Operator is furthermore not permitted to register brands and/or recipes that are identical or equivalent to the brands and/or recipes belonging to Gildewerk Quality Systems, which may result in confusion amongst clientele or could be misleading to clientele. 
3. If observed, the Operator will immediately inform Gildewerk Quality Systems in writing about any violations or possible violations of the intellectual property rights belonging to Gildewerk Quality Systems. The decision to take legal action against such violations at all times rests with Gildewerk Quality Systems. 

Article 14: Indemnification  

1. If the Operator has not fulfilled all the terms and conditions as set for the Operator by Gildewerk CS, and Gildewerk CS is held liable by a third party as a result, the Operator will assume liability and will indemnify Gildewerk CS. 

Article 15: Liability and losses incurred 

1. If, in the production and/or marketing or sale of its Soap Products, the Operator does not observe all the terms and conditions set by Gildewerk CS, resulting in direct and/or indirect losses of any nature whatsoever suffered by Gildewerk CS, the Operator will be held liable towards Gildewerk CS for the losses suffered. 
2. The fact that Gildewerk Quality Systems is noted as ‘responsible party’ in article 4 of the Cosmetics Regulation does not diminish the fact that Gildewerk CS cannot be held liable for losses incurred by the Operator unless these are the direct result of an imputable failure or unlawful deed on the part of Gildewerk CS. In such a case, Gildewerk CS will only be liable insofar as such liability is covered by its insurance, with the maximum insurance pay-out applying as the upper limit. 
3. If the insurer of Gildewerk CS does not pay out for whatever reason, or in the unforeseen event of the loss not being covered by the insurance policy, liability in such a case will be limited to the invoice amount of the contract in question. Gildewerk CS will not be obligated to compensate further losses or costs, regardless of description or nature, including operational losses (e.g. business stagnation and loss of profit), immaterial losses or other consequential losses suffered by the Operator. 
4. Gildewerk CS will furthermore not be held liable in cases of force majeure as described in article 16 of these conditions. 
5. The limitations stipulated in this article will not apply if losses are the result of intent or gross negligence on the part of Gildewerk CS. 

Article 16: Force majeure

1. Circumstances beyond the control of Gildewerk CS that arise through no fault of its own, whether or not foreseeable at the time of establishment of the Agreement, which are of such a nature that fulfilment of the Agreement can no longer within reason be expected of Gildewerk CS, apply as force majeure – whether permanent or temporary – and will release Gildewerk CS from its fulfilment obligation. 
2. Force majeure in all cases implies: war, unrest, pandemics, risk of war, terrorism, natural disasters, storm damage, fire, earthquakes, flooding, extreme weather, snow, snowfall, frost, frozen conditions, strikes, staff sit-ins, lockouts or lack of staff, lack of resources & means of carriage, maritime issues, traffic obstructions, import & export obstructions, machinery defects, theft of goods, IT failures including – but not limited to – failures related to the EU Soap Quality System including the Labelmaker, cyberattacks on the systems of Gildewerk CS, failures in electricity, internet connections & cable, telephone or other communication networks such as email, default by third parties involved by Gildewerk CS, supply failures by third parties, measures and/or obstructions in the broadest sense of the word related to the supply and/or distribution of goods, as well as all obstructions caused by government-imposed measures. Force majeure affecting the suppliers of Gildewerk CS, as well as delivery problems resulting from inaccessible addresses, are also covered by this force majeure stipulation. 
3. In case of force majeure, Gildewerk CS will be entitled to full or partial extrajudicial annulment of the Framework Agreement and/or Subsequent Contracts, without the Operator being entitled to compensation. 

Article 17: Confidentiality 

1. The Parties will commit to doing all in their power to prevent confidential information, belonging to and concerning the other Parties involved in the Framework Agreement, and information about the Framework Agreement and/or Subsequent Contracts including – but not limited to – information about the EU Quality System including the Labelmaker and recipes filed by Gildewerk Quality Systems, from falling into the hands of third parties. This will not apply if a legal disclosure obligation exists and/or if the disclosing party can demonstrate that certain information is already in the public domain without violating this duty of confidentiality. 
2. That which is stipulated in section 1 will remain in force for five years after expiry of the Framework Agreement, unless the parties have agreed otherwise in writing. 

Article 18: Transfer 

1. Gildewerk CS have the authority to involve third parties in the fulfilment of their obligations forthcoming from the Framework Agreement and Subsequent Contracts. 
2. Gildewerk CS have the authority to, in full or in part, transfer their rights and obligations forthcoming from the Framework Agreement and Subsequent Contracts to a third party. 
3. Unless it has explicit written permission from Gildewerk CS, the Operator is not permitted to involve third parties in the fulfilment of its obligations forthcoming from the Framework Agreement and Subsequent Contracts. 
4. Unless it has explicit written permission from Gildewerk CS, the Operator is not permitted to – in full or in part – transfer its rights and obligations forthcoming from the Framework Agreement and Subsequent Contracts to a third party. 

Article 19: Penalty clause 

If the Operator violates that which is stipulated in article 3, article 4 section 1, article 6, article 7, article 8, article 9 section 2, article 12 section 2, article 13, article 17, article 18 section 3 & 4 and article 20 section 5 of these conditions, and/or violates that which is stipulated in article 2 section 10 & 11 of the framework agreement, the Operator will forfeit for the single violation a penalty of € 1,250 (one thousand two hundred and fifty Euro) per violation, immediately payable to Gildewerk CS without prior notice or judicial intervention, as well as a penalty of € 250 (two hundred and fifty Euro) for every day that the violation persists. This without diminishing the right of Gildewerk CS to claim compensation from the Operator for losses suffered that exceed the penalty amounts in this article, insofar as such penalties have been paid to Gildewerk CS. 

Article 20: Other conditions 

1. Conditions that, due to their nature and scope, are intended to remain in force following the end of the Framework Agreement, will remain applicable after the end of the Framework Agreement. 
2. If one of more of the stipulations in the Framework Agreement are invalid, in conflict with the law or unenforceable, this will not affect the validity of the remaining stipulations. The parties will amicably negotiate a new stipulation to replace the invalid or unenforceable stipulation, which will be as similar as possible as the invalid or unenforceable stipulation. 
3. The headings of the various articles in the Framework Agreement are only intended for convenience and reference purposes and will not have any effect or bearing on the implications of the Framework Agreement and cannot be taken into account when interpreting the Framework Agreement. 
4. Possible notifications between the Parties based on the Framework Agreement will take place in writing or by email. 
5. Press reports and public statements about the Framework Agreement and/or Subsequent Contracts will be issued to third parties based on mutual agreement. 
6. Adjustments and/or supplements to the Framework Agreement will only be legally binding if these have been recorded in writing and signed by the Parties.