GENERAL TERMS AND CONDITIONS OF The Hairstuff Company B.V.

TRADING UNDER THE NAME Hairstuff.be (version 2022/02)

Section I. Provisions applicable to all agreements.

1. Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

a) Seller: The Hairstuff Company B.V., with its registered office at Kempenlaan 38, 2300 Turnhout, and its shop and warehouse at Antwerpsesteenweg 267/1, 2390 Westmalle, registered in the Cross-Reference Bank of Enterprises under number 0670.975.031, trading under the name The Hairstuff Company B.V.;

b) Buyer: Any third party with whom the Seller enters into an agreement, or to whom the Seller makes an offer;

b1. Business Buyer: the Buyer acting in the course of a profession or business.

b2: consumer: the Buyer who is not acting in the course of a profession or business.

c) distance contract: the agreement concluded between the Seller and the consumer within the framework of a organised system for distance sales or service provision without the simultaneous physical presence of the seller and the consumer, making exclusive use of one or more means of distance communication up to and including the moment at which the contract is concluded;

d) delivery: actual tender to the Buyer, whether or not at their home/business, of the agreed products;

2. Applicability

2.1 All quotations, offers and agreements are made subject to these general terms and conditions.
Buyer's terms and conditions are expressly rejected.

2.2 All quotations and offers are without obligation, unless the quotation or offer states otherwise. The Seller may revoke quotations without obligation within 2 (two) working days after the acceptance of the offer has reached the Seller.

2.3 The contract shall only be concluded if the acceptance of the offer has reached the Seller. This acceptance must make it clear that the Buyer agrees to these general terms and conditions of delivery being applied and that, where necessary, the Buyer waives the application of its own general terms and conditions.

2.4 If the acceptance contains reservations or amendments in relation to the quotation/offer, and notwithstanding the provisions of the previous paragraph, the contract shall only be concluded once the Seller has notified the Buyer that it agrees to such deviation from the quotation/offer.

2.5 Amendments to the contract and deviations from these general terms and conditions shall only be valid if they have been agreed in writing between the Buyer and the Seller.

3. Prices

3.1 Unless expressly stated otherwise, the Seller's prices are:

- stated in euros;

- based on the levels of purchase prices, wages, labour costs, social security and government charges, freight costs, insurance premiums and other costs applicable at the time of the quotation;

- based on “delivery free to your home or business”;

- excluding VAT for business customers, including VAT for consumers, including import duties, other taxes, levies and charges;

- excluding any costs relating to packaging, loading and unloading, transport and insurance.

3.2 If within three months of the date of the conclusion of the agreement but before delivery a change in the price occurs, this change will not affect the agreed price.

3.3 Any price increases following the three-month period referred to above shall be at the Buyer’s risk and may be passed on to the Buyer by the Seller. In that event, the Buyer shall have the option either to cancel the contract in accordance with the conditions set out in Article 11, or to agree to the higher price.

4. Delivery, delivery times, risk

4.1 ‘Delivery time’ means the period specified in the contract within which delivery is to be made. The delivery time is deemed to be an estimated time unless a fixed delivery time has been expressly agreed.

4.2 If the estimated delivery time is exceeded, the Buyer shall grant the Seller a further period in writing to effect delivery after all. This further period shall be equal to the original estimated delivery time up to a maximum of four weeks.

4.3 In the event of this further period, or the firmly agreed or estimated delivery time, being exceeded, the Seller shall not be liable for any damage other than direct damage as referred to in Article 7 of these terms and conditions.

4.4 Unless otherwise agreed, delivery shall be made carriage paid to the buyer’s home or business premises. If delivery on the agreed date is not possible due to the Buyer or on the Buyer’s behalf, the Buyer shall be obliged, at the Seller’s first request, to pay the additional transport costs upon the new delivery.

4.5 The risk in respect of the goods passes at the time of delivery, even if title passes at a different time.

4.6 The Seller is entitled, prior to delivery or before proceeding with delivery or performance of the contract, to demand adequate security to ensure the Buyer’s fulfilment of its payment obligation. Until the Buyer has provided adequate security for payment, the Seller is entitled to suspend delivery or performance. The Buyer shall be liable for any loss suffered by the Seller as a result of this delay in delivery or performance.

4.7 The Seller is always entitled to deliver on a cash-on-delivery basis. The Seller shall notify the Buyer in advance of any delivery to be made on a cash-on-delivery basis.

4.8 The seller reserves the right to deliver the goods in instalments.

5. Inspection and complaints

5.1 The buyer is obliged to inspect the goods delivered immediately and thoroughly, or to arrange for them to be inspected.

5.2 The buyer must sign a delivery note upon delivery.

5.3 If, upon delivery of the goods, defects (in terms of quality, quantity or dimensional discrepancies) are found,
If any defects are found, the Buyer must make a note of this on the delivery note. Furthermore, the Buyer must notify the Seller of this in writing within 5 (five) working days of delivery; failing which, the Buyer shall be deemed to have received and/or taken delivery of the purchased goods free from defects.

5.4 Hidden defects which could not reasonably have been detected within the period specified in clause 5.3 must be reported to the Seller in writing within 14 (fourteen) days of the date on which the defect was detected or could have been detected, but no later than 30 (thirty) days after delivery of the goods.

5.5 If no advertising has taken place within the time limits stated in Articles 5.3 and 5.4, the Seller has the right not to process the complaint any further. The Buyer shall no longer have any claim against the Seller in this regard.

5.6 Advertisements do not entitle the Buyer to suspend their payment obligation.

5.7 The Buyer must, to the extent that this can reasonably be expected of them, but in any event no later than 20 (twenty) working days after the complaint – to inspect the goods supplied in their original condition and original packaging, or to have them inspected, in order to identify any defects.

5.8 If the Buyer has processed, worked or forwarded the goods in whole or in part, any right to
claims for compensation or complaints shall lapse.

5.9 If the Seller considers a complaint to be justified, the Seller shall, at its discretion, either pay compensation up to a maximum of the invoice value of the goods in question, or replace the goods in question free of charge. The Seller shall not be obliged to pay any further compensation.

6. Warranty

6.1 The Vendor undertakes towards the Purchaser to deliver the goods in the description, quality and quantity as further specified in the (possibly subsequently amended) agreement. The Vendor guarantees to the Purchaser that upon delivery the goods possess the characteristics that the Purchaser may expect under the agreement during normal use. This also applies in the case of special use, insofar as this special use was foreseen or agreed upon by the parties when concluding the agreement.

6.2 This warranty does not apply to defects resulting from use of the delivered goods that does not correspond to their intended purpose, improper handling thereof, or insufficient care therefor.

6.3 Deviations in the delivered goods regarding colour, quantity, dimensions or quality that are technically acceptable according to current customary standards or trade practice shall preclude the right to a warranty and/or compensation for damages.

6.4 If it has been satisfactorily demonstrated that the goods do not conform to the agreement, and without prejudice to what is stipulated elsewhere in these terms and conditions or the agreement, the Seller shall have the choice between either repair or replacement of the defective goods, whereby the Seller shall be given sufficient opportunity to carry out the repair or replacement.

7. Liability and indemnity

7.1 Unless the damage is caused by intent or wilful recklessness of the Seller or its management personnel, the contractual and statutory liability of the Seller towards the Buyer is limited to the amount of the purchase price of the delivered goods in respect of which the contractual and/or statutory liability of the Seller has arisen, or, if and to the extent that the Seller is insured against the consequences of the relevant damage-causing event, to a maximum of the amount paid out to the Seller by its insurer.

7.2 The Vendor is not liable towards the Purchaser, on any legal grounds whatsoever, for any damage other than direct damage. Direct damage is understood to exclusively comprise: damage to the delivered goods, damage to the Purchaser's property, and personal injury.

7.3 The Buyer shall indemnify the Seller against all third-party claims in respect of goods delivered by the Seller to the Buyer, as a result of which such third parties may have suffered loss or damage, regardless of the cause or the time at which it arose.

8. Payment

8.1 Unless explicitly agreed otherwise, all payments must be made in cash upon delivery or dispatch of the goods. In the event of an agreed non-cash payment, the purchase price due must be settled within 14 (fourteen) days of the invoice date. The buyer is not authorised to deduct, suspend or set off any amount from this purchase price on account of a claim made by them, except with the consent of the seller.

8.2 In the event of failure to pay on time, the Buyer shall be in default without the need for notice of default and shall be liable to pay interest on the invoice amount or theunpaid portion thereof at a rate of 1.5 % per month, or at the statutory (commercial) rate of interest on the outstanding amount, calculated from the date on which payment was due. For the purposes of this provision, a part of a month shall be treated as a full month.

8.3 At the end of each year, the amount on which default interest is calculated is increased by the interest due for that year.

8.4 All extrajudicial and judicial costs associated with the recovery of an unpaid invoice (such as reminder fees, costs of engaging a bailiff or solicitor) shall be borne in full by the Buyer. The out-of-court costs amount to at least 15 % of the invoice amount, with a minimum of €160.00 excluding VAT per invoice.

8.5 In the absence of timely payment, the Seller is authorised to dissolve or suspend the further performance of all ongoing agreements with the Buyer until such payment has been made, and the Seller may demand cash payment for any further delivery.

9. Retention of title

9.1 Notwithstanding the actual delivery, ownership of the goods supplied by the Seller shall not pass to the Buyer until the Buyer has paid in full all sums owed or to be owed to the Seller under any agreement. Without prejudice to the retention of title, the goods shall be at the Buyer’s risk from the time of the aforementioned actual delivery.

9.2 Without the Seller's permission, the Buyer is not authorised, for as long as full payment has not taken place, to let, lend or transfer ownership of the goods delivered under retention of title to third parties, other than:

- in the ordinary course of business of the Buyer up to the date of their bankruptcy, or - in accordance with the normal destination of the goods.

9.3 If the Buyer fails to fulfil, or fails to fulfil in a timely manner, one or more of its payment obligations, the Seller shall be entitled, without notice of default or judicial intervention, to reclaim the goods delivered as the owner, either temporarily or permanently, at its discretion. The Buyer hereby authorises the Seller to enter the premises and/or the plot of land where the goods are located in order to reclaim them. To this end, the Buyer must immediately notify the Seller by telephone of any claims or attempts by third parties to take possession of or seize goods subject to the Seller’s retention of title, and must confirm this immediately by fax or e-mailemail to the Seller.

10. Force majeure

10.1 If, as a result of force majeure, the Seller is unable to deliver the goods on time, the Seller shall be entitled to suspend delivery. In that event, the Buyer shall not be entitled to any compensation.

10.2 If, due to force majeure on the part of the Seller, the (re)delivery is delayed by more than 2 (two) months, both the Seller and the Buyer shall be authorised to consider the agreement as dissolved. In that event, the Seller shall only be entitled to reimbursement of the costs incurred by it. In that case, the Buyer shall have no claim to damages whatsoever.

10.3 If a force majeure event affecting the Seller occurs whilst the contract has already been partially performed, the Buyer shall, if the remaining delivery is delayed by more than two months, be entitled either to retain the part of the goods already delivered and to pay the purchase price due therefor, or to regard the contract as terminated in respect of the part already performed, subject to the obligation to return to the Seller what has already been delivered, at the Buyer’s expense and risk, if the Buyer can demonstrate that the part of the goods already delivered can no longer be used effectively by the Buyer as a result of the failure to deliver the remaining goods.

10.4 Force majeure on the part of the Seller shall in any event be deemed to exist if, after the conclusion of the agreement, the Seller is prevented from fulfilling its obligations under this agreement, or from the preparation thereof, as a result of fire, water damage, flooding, strikes, factory occupations, lockouts, import and export restrictions, government measures, machinery defects, unexpected or prolonged illness of personnel, disruptions in the supply of energy, all both in the Seller's business and at third parties from whom the Seller must source the required materials or raw materials or products in whole or in part, as well as during storage or during transport, whether or not managed in-house, business interruptions whether or not at suppliers, and furthermore due to all other causes arising through no fault or outside the sphere of risk of the Seller.

11 Cancellation and Returns

11.1 If the Buyer cancels the contract, they shall be liable to pay the Seller compensation amounting to 10% of the sum they would have had to pay had the contract been performed. The percentage referred to in the previous sentence shall be 25% if the Buyer cancels the contract whilst having already been notified that delivery – or part thereof, in the case of a partial delivery – may take place.

11.2 The percentages referred to in the previous paragraph shall be fixed, unless the Seller can demonstrate that their loss is greater, in which case they may also claim payment of the excess amount.

11.3 Items delivered may only be accepted for return by the Seller if they are returned to it undamaged, unaltered and in their original, unopened packaging. The value of the returned goods will be refunded to the Buyer, less a deduction for depreciation.

11.4 If the Buyer wishes to make use of the option to return or cancel the order, they must deliver the goods to be returned to the Seller.

12. Absence and termination

12.1 Without prejudice to any other rights, the Seller may in any event terminate the agreement without judicial intervention by means of a written statement at the time when the Buyer is declared bankrupt, applies for a moratorium on payments, or loses the power to dispose of his property or parts thereof by attachment, placement under guardianship or otherwise, unless the bankruptcy trustee or administrator recognises the obligations arising from this agreement as estate liabilities.

12.2 Upon dissolution, the Seller's claim against the Buyer shall become immediately due and payable. The Buyer shall be liable for the loss and damage suffered by the Seller on that account.

13. Governing law and jurisdiction

13.1 Belgian law shall apply to all agreements concluded under these conditions.

13.2 If a dispute arises between Seller and Buyer, and they fail to reach a solution through mutual consultation, the court in the district of Noord-Holland shall have exclusive jurisdiction to hear it, unless Seller chooses to submit the dispute to another court with statutory jurisdiction. If Buyer is a consumer, Buyer shall have the right, within one month after Seller has announced in writing that it will submit the dispute to the court in the district of Noord-Holland, to choose for the dispute to be resolved by the court with statutory jurisdiction.

Annex 1 The model withdrawal form

(Please complete and return this form only if you wish to withdraw from the contract)

To:

Hairstuff.be
Antwerpsesteenweg 267/1
2390 Westmalle

Tel.: +3214677395
Email: info@hairstuff.be

I/We* hereby inform you that I/we* cancel our agreement regarding

the sale of the following products: [product designation]*

the supply of the following digital content: [description of digital content]*

the provision of the following service: [service description]*,

revokes / revoke*

1. Ordered on*/received on* [date of order for services or receipt for goods]
2. [Consumer name(s)]
3. [Consumer address]
4. [Signature of consumer(s)] (only if this form is submitted on paper)

* Cross out what does not apply or tick what does apply