General terms and conditions Oolaboo BV


article 1 General
1. These conditions apply to every offer, quotation and agreement between Oolaboo BV, hereinafter referred to as Oolaboo, and an Other Party to which Oolaboo has declared these conditions applicable, insofar as the parties have not expressly and in writing deviated from these conditions.
2. The applicability of any purchasing or other conditions of the Other Party is expressly rejected.
3. If one or more provisions in these general terms and conditions are wholly or partially null and void or annulled at any time, the other provisions in these general terms and conditions will remain fully applicable. Oolaboo and the Other Party will then enter into consultations in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and scope of the original provisions are taken into account as much as possible.
4. If there is uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must be made 'in the spirit' of these provisions.
5. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed in accordance with the spirit of these general terms and conditions.

Article 2 Quotations and offers
1. All quotations and offers from Oolaboo are without obligation and, unless otherwise stated, are valid for 30 days. It may happen that a product stated in the quotation is no longer available.
2. Oolaboo cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
3. The prices stated in a quotation or offer are exclusive of VAT.
4. If the acceptance (whether or not on minor points) deviates from the offer included in the quotation or offer, Oolaboo is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless Oolaboo indicates otherwise.
5. Quotations and offers do not automatically apply to future orders.

Article 3 Contract duration, delivery, delivery time and execution
1. Unless otherwise agreed, delivery takes place ex works, which is understood to mean Oolaboo's business premises.
2. The purchased items are transported at the expense and risk of the Other Party, which must ensure sufficient insurance. Orders with a net goods value of at least € 160.00 will be delivered free of charge.
3. The other party is obliged to take delivery of the purchased goods at the time when they are made available to him in accordance with the agreement or are delivered. If the other party refuses to accept delivery or is negligent in providing information or instructions necessary for delivery, the goods will be stored at the risk of the Other Party, who in that case will owe all additional costs, including in any case storage costs. are.
4. The agreement between Oolaboo and the Other Party is entered into for an indefinite period.
5. If a term has been agreed or specified for the delivery of certain items, this is never a strict deadline. If a term is exceeded, the Other Party must therefore give Oolaboo written notice of default. Oolaboo must be offered a reasonable period to still implement the agreement.
6. The delivery time will only commence after the Other Party has provided Oolaboo with all information that Oolaboo indicates is necessary, or which the Other Party should reasonably understand to be necessary in the context of the execution of the agreement.
7. If changes in the order to Oolaboo result in a longer time required to execute the agreement, the delivery time will be extended by the additional time required.
8. If the Other Party should fail to properly comply with what it is obliged to do towards Oolaboo, the Other Party will be liable for all damage (including costs) on the part of Oolaboo arising directly or indirectly as a result.

Article 4 Force majeure
1. Oolaboo is not obliged to fulfill any obligation towards the Other Party if it is prevented from doing so as a result of force majeure, which is understood to mean: circumstances that prevent the fulfillment of the obligation by Oolaboo and which are not attributable to its fault, nor under the law, legal act or generally accepted opinion.
2. In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Oolaboo has no influence, but as a result of which Oolaboo is unable to fulfill its obligations. to come, such as: strikes; a general lack of required raw materials and other items or services required to achieve the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Oolaboo depends; the circumstance that Oolaboo does not receive a performance that is important in connection with the performance to be delivered by itself, does not receive it on time or does not receive it properly; government measures that prevent Oolaboo from fulfilling its obligations in a timely and/or proper manner; excessive absenteeism and general transport problems.
3. Oolaboo may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate the other party for damages.
4. Insofar as Oolaboo has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfill them, and independent value is attributed to the fulfilled or to be fulfilled part, Oolaboo is entitled to part will be invoiced separately. The Other Party is obliged to pay this invoice as if it were a separate agreement.

Article 5 Payment and collection costs
1. Payment must be made cash on delivery or by direct debit. The Other Party will receive an invoice discount for this if collection does not take place in installments. If payment is not made by cash on delivery or by direct debit, payment must be made within fourteen days of the invoice date by transferring the amount due to Oolaboo's bank account.
2. If the Other Party fails to pay an invoice on time, the Other Party is legally in default. All reasonable costs incurred to obtain payment out of court will then be borne by the Other Party. In any case, the Other Party owes:
- on the first € 2,950.00 15%
- on the excess up to € 5,900.00 10%
- on the excess up to € 14,748.00 8%
- on the excess up to € 58,990.00 5%
- on the excess 3%
If Oolaboo demonstrates that it has incurred higher costs that were reasonably necessary, these are also eligible for reimbursement. Extrajudicial collection costs are also due if only a single reminder has been sent.
3. The other party owes legal costs incurred to Oolaboo in all instances, unless they are unreasonably high. This only applies if Oolaboo and the Other Party conduct legal proceedings with regard to an agreement to which the general terms and conditions apply and a court decision becomes final, in which the Other Party is completely or predominantly found in the wrong.

Article 6 Retention of title
1. Oolaboo remains the owner of all goods delivered or to be delivered by it to the Other Party under any agreement until the Other Party has fully fulfilled the consideration(s) with regard to all these goods. If Oolaboo has provided or is required to provide services under this agreement(s), the items referred to in the previous sentence remain the property of Oolaboo until the Other Party has also fully paid Oolaboo's claims regarding the consideration(s) in this regard. The reserved ownership also applies to claims that Oolaboo obtains against the Other Party due to non-compliance by the Other Party with such agreement(s).
2. If the law of the country of destination of the purchased goods provides for more far-reaching options for the retention of title than stated above in paragraph 1, the parties are deemed to have agreed on these more far-reaching options for the benefit of Oolaboo, with this in mind. on the understanding that if it cannot be objectively determined to which more far-reaching rules this provision relates, the provisions above in paragraph 1 continue to apply.
3. The Other Party must always do everything that can reasonably be expected of it to safeguard the ownership rights of Oolaboo.
4. If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereto, the Other Party is obliged to immediately inform Oolaboo of this.
5. In the event that Oolaboo wishes to exercise its ownership rights referred to in this article, the Other Party gives unconditional and irrevocable permission in advance to Oolaboo and third parties to be designated by Oolaboo to enter all those places where Oolaboo's property is located and those items. to take back.
6. Goods delivered by Oolaboo, which are subject to retention of title, may only be resold in the context of normal business operations. In the event of bankruptcy or suspension of payment of the Other Party, reselling in the context of normal business operations is also not permitted. Furthermore, the Other Party is not entitled to pledge the goods or to establish any other right on them.
7. Oolaboo hereby reserves the liens referred to in art. on delivered goods that have passed into the ownership of the Other Party through payment and are still in the hands of the Other Party. 3:237 of the Dutch Civil Code as additional security for claims, other than those referred to in paragraphs 1 and 2 of this article, that Oolaboo may have against the Other Party for whatever reason. The authority included in this paragraph also applies to goods delivered by Oolaboo that have been edited or processed by the Other Party, as a result of which Oolaboo has lost its retention of title.

Article 7 Guarantees, research, complaints and returns
1. The products to be delivered by Oolaboo meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended during normal use.
2. The Other Party must inspect the purchased items upon delivery. The Other Party must check whether the delivered goods comply with the agreement, namely: whether the correct goods have been delivered; whether the delivered goods correspond in terms of quantity (for example the number and quantity) with what was agreed; whether the delivered goods meet the agreed quality requirements or - if these are missing - the requirements that may be imposed on normal use and/or trade purposes.
3. The Other Party must report visible defects or shortages to Oolaboo in writing within seven days of delivery.
4. The Other Party must report non-visible defects to Oolaboo in writing within seven days after they have been discovered or should reasonably have been discovered, but no later than three months after delivery.
5. Even if the Other Party complains in a timely manner, its obligation to pay and purchase purchased items remains in force.
6. Returns, provided they are undamaged, will only be accepted after prior written permission from Oolaboo, minus a 20% depreciation.
7. Event tickets are non-returnable.
8. Cancellation of participation in training must be done at least one week in advance, failing which the Other Party will owe Oolaboo the full price.

Article 8 Liability
1. Oolaboo's liability, insofar as it is covered by its liability insurance, is limited to the amount of the payment made by the insurer. If in any case the insurer does not pay out or the damage is not covered by the insurance, Oolaboo's liability is limited to the invoice value of the relevant agreement.
2. Oolaboo is not liable for damage caused by improper use of its products.
3. Oolaboo is not liable for damage caused because Oolaboo relied on incorrect and/or incomplete information provided by or on behalf of the Other Party.
4. Oolaboo is not liable for consequential damage, such as damage in the form of lost profits, missed savings, damage due to business stagnation and other indirect damage.
5. Any right of action of the Other Party against Oolaboo shall lapse after one year after the goods have been delivered to the Other Party or made available to the Other Party in accordance with the agreement, unless the Other Party has initiated legal proceedings against Oolaboo within this period.
6. The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence on the part of Oolaboo or its managerial subordinates.

Article 9 Termination of the agreement
1. Oolaboo's claims on the Other Party are immediately due and payable in, among others, the following cases:
- if, after concluding the agreement, Oolaboo becomes aware of circumstances that give Oolaboo good reason to fear that the Other Party will not fulfill its obligations;
- in the event of liquidation, bankruptcy or suspension of payment of the Other Party;
- if Oolaboo has asked the Other Party to provide security for compliance and this security is not provided or is insufficient;
- if the Other Party is otherwise in default and does not fulfill its obligations under the agreement.
In the cases mentioned, Oolaboo is entitled to suspend further execution of the agreement and/or to dissolve the agreement, all this subject to the obligation of the Other Party to compensate the damage suffered by Oolaboo as a result and without prejudice to any other damages due to Oolaboo. rights.
2. If circumstances arise with regard to persons and/or materials that Oolaboo uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is impossible or so onerous and/or proportionate becomes expensive such that compliance with the agreement can no longer reasonably be required, Oolaboo is entitled to terminate the agreement.

Article 10 Applicable law and disputes
1. All legal relationships to which Oolaboo is a party are exclusively governed by Dutch law.
2. The judge in the place of business of Oolaboo has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, Oolaboo has the right to submit the dispute to the competent court according to the law.
3. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.

Article 11 Additional terms and conditions
1. Oolaboo dosing devices are trademarked. Therefore, only Oolaboo products protected by the Oolaboo trademark may be filled and processed in Oolaboo bottles/packaging.
2. Salon items are exclusively intended for use in professional hair salons, beauty institutes and spas and it is therefore not permitted to sell or give them as gifts.

Article 12 Location and changes to conditions
1. These conditions were filed with the Chamber of Commerce in Enschede on March 27, 2012 under number 53047796.
2. The version that applied at the time the legal relationship with Oolaboo was established always applies.


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