General terms and conditions
GENERAL TERMS AND CONDITIONS
Silky professional B.V.
Article 1. Applicability
1. These general terms and conditions apply to all offers and orders at Silky Professional B.V. h.o.d.n. Hair Division, registered at the Chamber of Commerce under number; 59852275, hereafter to be called Hair Division’.
2. Where in these general terms and conditions Hair Division refers to ‘the customer’, this means any natural or legal person wishing to enter into an agreement with Hair Division and/or the person for whose account the products are delivered.
3. The applicability of different or additional general conditions or other clauses, to which the customer refers in its offer, order confirmation, correspondence or otherwise, is expressly rejected, except insofar as they have been expressly accepted by Hair Division in writing.
4. Accepting an offer or placing an order implies that the customer accepts the applicability of these general terms and conditions.
Article 2. Conclusion of the agreement
1. The agreement is concluded at the moment the buyer accepts the offer and fulfils the accompanying conditions.
2. If the client has accepted the offer electronically, Hair Division shall immediately confirm receipt of electronic acceptance of the offer.
3. If the contract is concluded electronically, Hair Division shall take appropriate technical and organisational measures to protect the electronic transmission of data and shall ensure a secure web environment. If the purchaser can pay electronically, Hair Division shall observe appropriate security measures.
Article 3. Overall concept
1. If the customer purchases a total concept from Hair Division, it shall be exclusive to a predefined region.
2. The customer shall continue to carry all products of the total concept. If the customer no longer carries all products, then:
(a) the exclusivity shall lapse and Hair Division shall be entitled to offer the products to third parties in the defined region, and
(b) Hair Division shall be entitled to cease offering and supplying the products to the customer;
4. Prices and security
1. The prices listed on the website and on the order confirmation shall be in euros and exclusive of VAT, unless otherwise stated.
2. If, after the conclusion of the contract, the prices of raw materials, materials, taxes and/or other factors that partly determine the price of the products change, Hair Division is entitled to implement these price changes immediately.
3. If, in Hair Division's opinion, the purchaser's financial position warrants it, the purchaser shall be required, on Hair Division's first request, to make an advance payment to Hair Division's satisfaction towards the fulfilment of his obligations under this agreement. If the customer fails to provide the requested security or payment in advance, Hair Division shall be entitled, at its discretion, to suspend the fulfilment of its obligations under this agreement or to dissolve the contract with immediate effect, without prejudice to its right to claim compensation and without being liable to compensate the customer.
Article 5. Payment
1. All payments due by the client to Hair Division shall be made immediately on the date of invoice, either by cash or cash on delivery, or by transfer to a bank or giro account indicated by Hair Division.
2. If and insofar as Hair Division has not received (any part of) the amount due by the agreed date, it shall be entitled, without prejudice to its right to claim fulfilment: to charge the client the statutory commercial interest plus 2% on the amount due with effect from that date, for the purpose of calculating which part of a month shall be deemed to be a whole month, and to suspend the fulfilment of its obligations under all contracts concluded with the client. If, even after a written or electronic reminder, the client fails to pay the full amount due within the further period set, Hair Division shall be entitled to dissolve the contract with immediate effect without judicial intervention, without prejudice to its right to compensation and without being liable to the client for any damages. Hair Division may charge the client for any judicial or extrajudicial costs incurred to enforce its rights. The extrajudicial collection costs shall be 15% of the amount due, with a minimum of €500.
3. Unless expressly agreed otherwise, the buyer shall not be allowed to apply any discount, deduction or set-off to any payment.
Article 6. Delivery
1. Hair Division shall take the greatest possible care when receiving and executing product orders and when assessing requests for the provision of services.
2. The place of delivery shall be the address notified by the client to Hair Division.
3. If a delivery date is agreed or given for certain goods, it shall never be a deadline.
4. The risk of damage and/or loss of products shall remain with Hair Division until the time of delivery to the customer or a previously designated time, unless expressly agreed otherwise.
Article 7. Force majeure
1. If Hair Division, due to circumstances beyond its control and/or fault, cannot fulfil an agreement, or cannot fulfil it on time or properly, this shall be considered as force majeure for Hair Division. In such a case, Hair Division shall not be liable for any damage resulting from non-performance, late performance or improper performance of the contract. Force majeure shall in any case include governmental measures, looting, theft, explosion, fire, extreme weather conditions, strikes, pandemic or production problems at the manufacturer or cessation of production or performance by third parties, whether or not engaged by Hair Division.
2. If force majeure continues for more than 60 days, both parties shall be entitled to dissolve the contract in accordance with the law, without any compensation being due.
Article 8. Retention of title
1. The delivered goods shall remain the property of Hair Division until all claims have been paid for the consideration for goods to be delivered by Hair Division, as well as in respect of claims for failure to perform such contracts.
2. Hair Division shall be entitled to repossess any goods subject to retention of title at its own discretion and without any liability to the client, as soon as any payment is late or the client is otherwise in default. The customer shall cooperate fully with such repossession.
3. The customer's debts to Hair Division under the contract shall become due in full immediately if
(a) the purchaser is granted a suspension of payments or is declared bankrupt, or a petition for bankruptcy is filed,
(b) the customer's business is terminated or transferred, in whole or in part, or
(c) a prejudgment attachment or attachment under execution is levied against the customer, unless the customer, within 8 (eight) calendar days of Hair Division's request to that effect, has, in Hair Division's reasonable opinion, provided appropriate security for all that the customer owes and will owe to Hair Division.
Article 9. Guarantees
1. Hair Division guarantees that the goods are in conformity with the standard specifications valid on the date of shipment, or with any specifications of the customer.
2. All other warranties, express and implied, in connection with the goods, whether used separately or together with other material, including but not limited to any implied warranty of fitness or merchantability for any purpose, are rejected.
3. The buyer has the obligation to check upon delivery that the products conform to the agreement. If this is not the case, the customer must inform Hair Division in writing within 5 (five) working days.
Article 10. Dissolution
1. Hair Division shall be entitled to dissolve all contracts concluded with the purchaser with immediate effect without judicial intervention by means of a written declaration to the purchaser, without being liable to pay any compensation to the purchaser and without prejudice to Hair Division's right to claim compensation from the purchaser, if the purchaser is granted a suspension of payments or is declared bankrupt, or a petition is filed for bankruptcy, the purchaser's business is terminated or transferred, whether or not in part, a prejudgment attachment or attachment under execution is levied on the customer, unless the customer, within eight (8) calendar days of Hair Division's request, has provided, in Hair Division's reasonable opinion, adequate security for all that the customer owes and will owe to Hair Division, or if any other circumstance arises which gives Hair Division reasonable doubt as to the customer's compliance with his obligations under the contract.
Article 11. Liability
1. Should Hair Division be liable, its liability shall be limited to the provisions of this clause.
2. Hair Division's liability shall be limited to the extent that it is insured and the insurance pays out if necessary. In any event, any liability of Hair Division shall be limited to the invoice amount payable by the client to Hair Division. Unless the liability is the result of intent or gross negligence on the part of Hair Division.
2. Not eligible for compensation:
a. trading loss including, for example, stagnation damage and loss of profit. The customer shall take out insurance against such damages, if desired;
b. immaterial damage;
c. damage caused by intent or deliberate recklessness of auxiliary persons or non-management employees of Hair Division.
3. Should an event occur which results or can reasonably be expected to result in damage to the customer and which renders Hair Division liable, the customer must notify Hair Division in writing within 5 working days of the event. If the customer fails to give timely written notice, his right to compensation from the relevant event shall lapse. In any case, all claims for compensation by the customer shall lapse 1 year after the event causing the damage.
4. The customer shall indemnify Hair Division against any damage incurred as a result of the use of the delivered products. The customer shall be aware that before using the products, they should consult the user manual.
Article 12. Applicable law and jurisdiction
1. The agreement is exclusively governed by Dutch law. The applicability of the 1980 United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded.
2. All disputes arising on or as a result of the contract, including disputes concerning the existence and validity thereof, shall be settled exclusively by the competent court of Hair Division's domicile, unless another court is mandatorily prescribed.