Hairloxx Terms and Conditions
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Article 1 – Definitions
General Conditions of the private company with limited liability Hairloxx B.V., with statutory seat and its registered office in Amersfoort (the Netherlands), Algolweg 18E, 3821 BH, registered in the commercial register of the Chamber of Commerce Gooi-, Eem- and Flevoland under number 56979886, as filed with the Chamber of Commerce in Gooi-, Eem- en Flevoland on [16-01-2013] under number .
In these general conditions, the following terms are used in the following meanings, unless explicitly stated otherwise:
Agreement: the agreement between the Parties;
Client: the party who enters into an Agreement with Hairloxx or wants to enter into an Agreement or for whom Hairloxx makes an offer or a quotation;
Conditions: these general terms and conditions of Hairloxx;
Hairloxx: the private company with limited liability Hairloxx B.V., with statutory seat and its registered office in Amersfoort (the Netherlands), Algolweg 18E, 3821 BH, registered in the commercial register of the Chamber of Commerce Gooi-, Eem- and Flevoland under number 56979886;
Parties: Hairloxx and Client jointly;
Products: the article or articles, as well as services (training) that should be provided to the Client by the conclusion of the Agreement between the Parties under the agreed terms;
Article 2 – Applicability
2.1 Unless agreed otherwise in writing between the Parties, the Conditions are applicable to all offers and quotations by Hairloxx, to each Agreement and to all other legal or commercial relationships between the Parties.
2.2 Any deviation from and supplements to the Conditions are only applicable if and insofar as these have been confirmed in writing by Hairloxx and apply only to the Agreement for which the deviation has been agreed upon.
2.3 The applicability of any terms and conditions of the Client that conflict with the Conditions is expressly excluded and shall be given no force or effect, unless expressly agreed upon in writing by the Parties. Only the Client are applicable between the Parties.
2.4 If any provision of the Conditions should prove to be void or unenforceable, the other provisions of the Conditions shall not be affected and will continue in full force and effect. Hairloxx shall in close co-operation with the Client replace such void and unenforceable provision with a valid and enforceable provision; this provision shall be as consistent as possible with the intent of the Parties as initially expressed.
2.5. The involvement of third parties by Hairloxx does not affect the applicability of the Conditions.
Article 3 – OFFERS, AGREEMENT, AMENDMENTS
3.1. All offers and quotations by Hairloxx are non-binding, unless they contain a period for acceptance. A non-binding offer and/or quotation can still be withdrawn forthwith after acceptance. Data in brochures, price lists and on-line published information is non-binding, and explicitly subject to misprints and printer’s errors and can be altered by Hairloxx without prior notice. In no manner does Hairloxx accept liability for the information included in a (revised) offer, quotation and/or comparable document that is incorrect.
3.2. Samples, models, drawings, colours and sizes and such are displayed or delivered by Hairloxx as an indication, and the Products to be provided by Hairloxx do not have to conform to them, unless specified otherwise in writing.
3.3. Hairloxx cannot be bound by offers and/or quotations if the Client, in terms of reasonableness and fairness and in society prevailing views, should have understood that the offer or quotation or a part thereof contains an obvious mistake or error.
3.4. The Agreement with Hairloxx is concluded after an offer and/or quotation has been accepted by the Client and Hairloxx subsequently confirms the contents of the Agreement by means of a confirmation of the order or as soon as Hairloxx has begun with the execution of the order, or has issued an order to third parties to that effect. If there is no written Agreement, the invoice may be deemed to render the contents of the Agreement completely and correctly.
3.5 If Hairloxx and the Client have agreed upon an amendment to the Agreement, the Client shall reimburse Hairloxx for the related costs as a result of the amendment. In the event of an amendment to the Agreement between the Parties, Hairloxx has the right to extend the delivery times, insofar as needed, in order to be able to comply with the amended delivery.
3.6 Hairloxx is entitled to amend the Conditions. Such amendments shall also apply with regard to the Agreement. The amendments shall enter into force 30 days after the notification, or on a later date reported in the notification, unless a deviating legal term is required. If the Client does not wish to accept the amendment to Conditions which is material in nature, it is authorised to terminate the Agreement – within 7 days after notification on the date on which the amendments would enter into force unless Hairloxx chooses not to go through with the amendment after having been notified of the non-acceptance.
Article 4 – PRICES, PAYMENT AND SUSPENSION
4.1 All prices are exclusive of VAT, other fees and/or taxes that are and/or shall be imposed by the government.
4.2 If, after the date of conclusion of the Agreement, one or more cost price factors has or have increased – even when this is the result of a foreseeable circumstance – Hairloxx is authorised to pass this on to the Client.
4.3 Payments shall occur directly at placing the order, completely (including turnover tax and the applicable surcharges) and without any appeal for discount, set-off and/or suspension of any kind.
4.4 Hairloxx is, at all times, entitled to demand advance payments or other security from the Client for the compliance of its obligations arising from the Agreement. Any costs connected with this are for the expense of the Client.
4.5 Amounts received by Hairloxx shall first be applied to reduce the costs due, subsequently to the interest due, whereas the remaining amount shall be debited from the oldest invoice, regardless of the purpose of the payment indicated by the Client.
4.6 Complaints regarding invoices from Hairloxx shall be made known to Hairloxx with the complaints procedure of objections within 2 days after the order is received, failing which the Client is deemed to consent to the invoice. Submitting a complaint does not suspend and/or release the Client from its payment obligations toward Hairloxx.
4.7 If the Client exceeds any payment term and/or fails to comply with its obligations in the Agreement, Hairloxx is entitled to suspend the performance of its obligations until the Client has complied with its obligations or has at least has provided sufficient security for this. During the period in which the Client does not comply with its obligations arising from the Agreement, Hairloxx may retain all goods belonging to the Client that at such a moment are located at Hairloxx. All reasonable costs (including but not limited to additional storage costs) that Hairloxx must incur in connection with this must be reimbursed to Hairloxx by the Client.
Article 5 – RETENTION OF TITLE
5.1 Without prejudice to the provisions in Article 6 of the Conditions regarding risk transfer, all Products delivered by or on behalf of Hairloxx remain the property of Hairloxx until such moment that the Client has fulfilled all of its payment obligations (including interest and costs) arising from the Agreement(s) between Hairloxx and the Client.
5.2 As long as there is retention of title, the Client is required to keep the Products received from Hairloxx separate from other goods so that they can be recognised as Products from Hairloxx easily and clearly. The Client is also required to take good care of the Products of Hairloxx as well as to insure the Products of Hairloxx adequately.
5.3 As long as Hairloxx continues to be owner of the Products delivered on the basis of the aforementioned provision, the Client is not permitted to dispose of the Products nor to have the Products serve as collateral to third parties. If the Client nonetheless passes the Products on or uses them serve as collateral with third parties, it must transfer the monies or the receivables acquired by the sale or collateral to Hairloxx.
5.4 If the Client does not comply with its payment obligations in a timely or proper manner, is declared bankrupt, applies for a moratorium or liquidates its company, it must return to Hairloxx the Products delivered by Hairloxx that at that time are the property of Hairloxx within 5 days after a request to do so by Hairloxx. The Client shall cooperate fully to ensure that Hairloxx’s property is returned to it again after it has requested this, including any disassembly.
Article 6 – DELIVERY AND TRANSFER OF RISK
6.1 Unless otherwise agreed upon, a term of delivery shall begin on the day that Hairloxx has confirmed the order in writing and the Client has done all that is necessary for the correct execution of the Agreement. Agreed-upon expected terms of delivery are not final deadlines but only estimated delivery times. Hairloxx shall not be in default prior to having been notified formally in writing by the Client and having been given a reasonable term to deliver yet and this term has expired without delivery having occurred. To determine the reasonable term, in any event, but not exclusively so, account must be taken of the actual valid terms of delivery and production runs, the duration of any transport and the availability of raw materials and building materials.
6.2 Hairloxx is entitled to deliver the Products in instalments and to invoice these instalments individually.
6.3 Unless agreed in writing otherwise, delivery takes place at the agreed delivery address and Hairloxx determines the shipping method.
6.4 The Products to be delivered by Hairloxx are for the Client’s own risk as soon as they have been received by the Client. This is also the moment at which Hairloxx has complied with its obligation to deliver. With this risk-transfer, the risk of theft, damage, loss or depreciation is transferred to the Client.
6.5 In the event that the Client does not accept a delivery offered by Hairloxx or has given notice that it will not accept it, Hairloxx is nevertheless entitled to invoice the Products concerned to the Client. Hairloxx is also entitled to store (have stored) these Products at the expense and risk of the Client as long as it feels necessary, without prejudice to all other rights granted by law in connection with the attributable breach by the Client.
6.6 In the event of Hairloxx having in its possession goods of the Client for, for example, repairs, inspection, etc. and these goods must be sent or transported, the risk of loss, theft, damage, loss or depreciation during that transport are for the expense of the Client.
6.7 The return of Products or any instalments thereof delivered by Hairloxx to Hairloxx may only occur after prior written consent by Hairloxx.
6.8 Hairloxx is authorised to make use of third parties for the purpose of the execution of the Agreement. Hairloxx is authorised to charge the costs of the use of these third parties – with a surcharge percentage, where appropriate – to the Client.
Article 7 – EXAMINATION
7.1 The Client is obliged to examine the delivered Products. In addition, the Client must examine that the Products have been delivered in the agreed quality, quantity and accuracy and have no visible defects. If, during this examination, there appear to be defects and/or any other deviation, the Client shall inform Hairloxx in writing forthwith – within 1 day after receiving the Products. If no notification of shortcomings of the Products of the Client has been received by Hairloxx within 1 day, then the Parties agree that the Products, with the exception of any hidden defects, are deemed to comply with the Agreement.
7.2 The Client shall report any hidden defects to Hairloxx in writing within 1 day after the defects are discovered or could reasonably have been discovered, at most within 1 day after the day on which the Products were delivered, failing which the Products are deemed to comply with the Agreement, including any hidden defects.
7.3 If the Client complains about the quality of the delivered Products, it should grant Hairloxx the opportunity to inspect these Products and allow Hairloxx, where necessary, to take samples and/or carry out tests, failing which the Client loses the right to demand compliance.
7.4 In the event of slight deviations that do not influence the normal use of the Products, the Products shall be regarded as accepted regardless of these deviations and any notification thereof, and there is no applicable default in the sense of Article 6:74 of the Dutch Civil Code.
Article 8 – WARRANTY
8.1 Warranty on hair extensions: Concerning hair extensions to be delivered, Hairloxx grants a warranty on the hair quality of three months after delivery date, unless expressly stated otherwise in the Agreement, provided that these Products are used in a normal way. The warranty only extends to the quality of the hair extensions. Hairloxx is never liable for damages suffered by unprofessional or improper placement of the hair extensions.
8.2 On Hairloxx Tools such as combs, brushes, remove pliers, protection plates, capes, etc. a three month warranty is given, provided that these Products are used in a normal way.
8.3 On Products working on 230 Volts, a one year warranty is given, provided that these Products are used in a normal way.
8.4 On all other Products, other than the Products as described in this Article 8.1 up to and including Article 8.3 of the Conditions, a standard warranty of three months after the delivery date is given, provided that these Products are used in a normal way.
8.5 Products or components thereof that (appear to) prove to be unreliable during this period will be replaced or repaired by Hairloxx. The choice of replacement or repairs is reserved for Hairloxx. The replacement of (apparently unreliable) Products or components thereof must be returned to Hairloxx upon request. In the event of a return, the title of the (apparently unreliable) Products is transferred to Hairloxx by delivering the (apparently unreliable) Products replaced to Hairloxx by reserving them for Hairloxx from the moment that the Client has received the replacement Products.
8.6 The obligation on the part of Hairloxx to replace Products or components it delivered on the basis of the guarantee included in Article 8.5 of the Conditions does not extend beyond sending the Products or the components thereof to be replaced. Sending the Products or components to be replaced in the context of this guarantee is at no cost within the Netherlands. The costs of sending to addresses outside of the Netherlands are passed on to the Client.
8.7 Each claim on the guarantee is void in case:
– the hair extensions are applied by a party which is not trained by Hairloxx or cannot prove to be a professional in applying hair extensions, which can be substantiated by diplomas of prior professional training and/or courses in combination with demonstrable practical experience;
– the hair extensions are used and/or removed;
– the hair extensions are colored, permed and/or chemically treated;
– of improper use and care of the hair extensions;
– of misuse, improper handling, improper storage or too long storage period of the Products;
– Hairloxx did not investigate the Products or the Client has not been given this opportunity to Hairloxx;
– the claim was not made in a timely fashion in accordance with the provisions in Article 7 of the Conditions.
Article 9 – LIABILITY
9.1 The liability of Hairloxx is restricted to the compliance with the obligation referred to in Article 8 of the Conditions.
9.2 All claims for compensation, including trading loss or other indirect damages, are excluded.
9.3 If, for any reason, Hairloxx is held to more than the compliance with the obligation as referred to in Article 8 of the Conditions, Hairloxx’s liability is restricted to an amount equal to the price of that which the Client must and/or should have to pay to Hairloxx for the unreliable Products delivered by Hairloxx. Any liability that Hairloxx may have is restricted to the direct damages by the Client with a maximum of the amount of the claim to be paid out by the insurance company. Under no circumstances will the total aggregate liability of Hairloxx for any incident or string of related incidents (all heads of damages) exceed € 10.000 (ten thousand Euros).
9.4 The Client is required to pay all costs, damages or interest that Hairloxx may have incurred as a direct and/or indirect result of legal actions against Hairloxx that were initiated by a third party regarding the execution of the Agreement. The Client indemnifies Hairloxx from such claims by third parties.
9.5 With regard to matters in which Hairloxx has involved a third party, the provisions applicable to the concerned agreement regarding guarantee and liability are also applicable to the Agreement between Hairloxx and the Client.
9.6 The aforementioned restrictions in the liability do not apply only if there is intent or deliberate recklessness on the part of (employees belonging to the management of) Hairloxx.
9.7 The Client is obliged to inform its clients in time and fully about the specifications of the use of the Products, the guarantee obligations as described in Article 8 of the Conditions and the limitation of the liability as described in this Article 9 of the Conditions. The Client will not give a further-reaching warranty with regard to the Products to his clients and/or a less restrictive limitation of the liability and will indemnify and hold indemnified Hairloxx for any and all damages and costs as a result of a breach of this article 9.7.
Article 10 – FORCE MAJEURE
10.1. Force majeure means, in addition to what is understood in the law and jurisprudence, all external causes, foreseen or unforeseen, on which Hairloxx has no influence, including the circumstance that suppliers of Hairloxx do not or not timely meet their obligations, weather conditions, earthquakes, fire, loss of materials to be processed, road blockades, strikes or work stoppages and import or trade restrictions, which render Hairloxx unable to fulfil its obligations (temporarily) (wholly or partially).
10.2. Hairloxx has the right to appeal to force majeure if the circumstances that prevents (further) compliance occurs after Hairloxx should have fulfilled its obligation.
10.3. During force majeure, the delivery and other obligations of Hairloxx are suspended. If the period in which fulfilment of the obligations by Hairloxx is not possible due to force majeure lasts longer than thirty days from the moment of ordering, both Parties are entitled to terminate the Agreement, without there being an obligation to pay compensation.
10.4. If at the time of the force majeure Hairloxx has already partially fulfilled its obligations or can only partially fulfil its obligations, Hairloxx is entitled to bill the already delivered part or the deliverable part separately and the Client is obliged to pay this bill as if it were a separate Agreement.
Article 11 – INTELLECTUAL PROPERTY
11.1 All intellectual property rights to the brand Hairloxx, its Products and (promotional) material exclusively belong to Hairloxx, this also includes any training methods. Unless expressly agreed otherwise in writing, nothing in the Agreement extends to transfer or licensing of intellectual property rights.
11.2 The Client will do nothing that can undermine the rights of intellectual property of Hairloxx.
11.3 Under no circumstances shall the Client make changes to packaging or Products.
11.4 The Client will immediately notify Hairloxx of a (potential) infringement of its intellectual property rights.
11.5 The Client will indemnify Hairloxx for all damages and costs that are the result of an infringement by the Client of this Article 11 of the Conditions.
Article 12 – TERMINATION
12.1 Hairloxx is entitled to terminate the Agreement subject to 2 days notice unless otherwise agreed upon. Termination shall occur by means of a registered letter or email. With the termination of the Agreement by the Client, all claims by the Client toward Hairloxx lapse.
12.2 Hairloxx can terminate the Agreement with immediate effect or suspend its obligations toward the Client without any obligation to pay compensation, if the Client does not comply, does not comply adequately, does not comply on time or does not comply completely with its obligations arising from the Agreement.
12.3 Hairloxx can terminate the Agreement with the Client without notice of default with immediate effect in the event of (the request for) a legal debt management scheme by the Client, (the request for) bankruptcy of the Client, (provisional) suspension of payments of the Client, a mutual agreement with creditors of the Client, liquidation or strike of the business of the Client, seizure and/or change in the control of the business of the Client.
12.4 If Hairloxx terminates the Agreement, the amounts that the Client owes Hairloxx at that time shall remain fully owed, regardless of Hairloxx’s rights to claim compensation, to make use of the rights based on retention of title and all other rights due Hairloxx.
12.5 Other than in the circumstances referred to in the Conditions, a premature termination of the Agreement is not possible.
Article 13 – APPLICABLE LAW AND COMPETENT COURT
13.1 The conclusion of, content of and disputes regarding the Agreement and the Conditions, any legal relationships resulting from this, every other legal relationship as well as the relationship between the Client and Hairloxx are governed by the laws of the Netherlands. The applicability of the 1980 Vienna Sales Convention is excluded.
13.2 The competent court Midden-Nederland, location Utrecht, the Netherlands, shall have exclusive jurisdiction over any dispute arising between Hairloxx and the Client.