General Terms and Conditions of L'OYÉ Cosmetics B.V.

Besloten Vennootschap L'OYÉ Cosmetics (hereinafter: L'OYÉ Cosmetics) is registered with the Chamber of Commerce under number 88782328 and is located at Boerenkamplaan 109 c (5712AD) in Someren.

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise:
2. Offer: Any written offer to Buyer to supply Products by Seller to which these terms and conditions are inextricably linked.
3. Company: The natural or legal person acting in the course of a profession or business.
4. Consumer: The natural person not acting in the exercise of a profession or business.
5. Buyer: The Company or Consumer who enters into an Agreement (at a distance) with Seller.
6. Agreement: The contract of sale (at a distance) for the sale and delivery of Products purchased by Buyer from L'OYÉ Cosmetics.
7. Products: The Products offered by L'OYÉ Cosmetics are cosmetics, perfume and related products.
8. Vendor: The provider of Products to Buyer, hereinafter referred to as L'OYÉ Cosmetics.

Article 2 - Applicability.

1. These general terms and conditions apply to each Offer by L'OYÉ Cosmetics and each Agreement between L'OYÉ Cosmetics and a Buyer and to each Product offered by L'OYÉ Cosmetics.
2. Prior to the conclusion of an Agreement (at a distance), the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, L'OYÉ Cosmetics shall indicate to the Buyer the manner in which the Buyer can inspect the general terms and conditions, which are in any case published on L'OYÉ Cosmetics' website, so that the Buyer can easily save these general terms and conditions on a durable data carrier.
3. In exceptional situations, these general terms and conditions may be deviated from if explicitly agreed upon in writing with L'OYÉ Cosmetics.
4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchasing terms and conditions of the Buyer are expressly rejected.
5. Should one or more provisions of these general terms and conditions be partially or wholly void or nullified, the remaining provisions of these general terms and conditions shall remain in force and the void/ nullified provision(s) shall be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. If reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/it, if and insofar as applicable.

Article 3 - The Offer

1. All offers made by L'OYÉ Cosmetics are without obligation, unless expressly indicated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer. An Offer only exists if it is made in writing.
2. The Offer made by L'OYÉ Cosmetics is without obligation. L'OYÉ Cosmetics is only bound to the offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or by the Buyer having already paid the amount due. Nevertheless, L'OYÉ Cosmetics has the right to refuse an Agreement with a potential Buyer for a valid reason for L'OYÉ Cosmetics.
3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind L'OYÉ Cosmetics. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or the dissolution of the Agreement (at a distance). L'OYÉ Cosmetics cannot guarantee that the colors in the image correspond exactly to the real colors of the Product.
4. Delivery times and Deadlines mentioned in the Offer of L'OYÉ Cosmetics are indicative and, if exceeded, do not entitle the Buyer to rescission or damages, unless expressly agreed otherwise.
5. A composite quotation does not oblige L'OYÉ Cosmetics to supply part of the items included in the offer or Offering at part of the stated price.
6. If and to the extent there is an offer, this does not automatically apply to repeat orders. Offers are valid only until stock lasts, and according to the 'made-to-order' principle.

Article 4 - Conclusion of the Agreement

1. The Agreement is concluded the moment the Buyer has accepted an Offer from L'OYÉ Cosmetics by paying for the Product in question.
2. An Offer can be made by L'OYÉ Cosmetics via the Web Site.
3. If Buyer has accepted the Offer by entering into an Agreement with L'OYÉ Cosmetics, L'OYÉ Cosmetics will confirm the Agreement with Buyer in writing, at least by e-mail.
4. If the acceptance deviates (on minor points) from the Offer, L'OYÉ Cosmetics shall not be bound by it.
5. L'OYÉ Cosmetics is not bound by an offer if the Buyer could reasonably have expected or should have understood that the offer contains an obvious mistake or clerical error. The Buyer cannot derive any rights from such mistake or clerical error.
6. The right of withdrawal is excluded for the Buyer being a Business. Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, the Buyer shall handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and functioning of the Product. Buyer will not break the seal of the Product. The direct cost of returning the Product shall be borne by Buyer.
7. Products that cannot be returned due to health risks whose seal has been broken after delivery are excluded from the right of withdrawal. This is explicitly stated in the Offer.

Article 5 - Execution of the Agreement

1. L'OYÉ Cosmetics shall execute the Agreement to the best of its knowledge and ability.
2. If and to the extent a proper execution of the Agreement so requires, L'OYÉ Cosmetics is entitled to have certain work performed by third parties at its own discretion.
3. The Buyer shall ensure that all data, which L'OYÉ Cosmetics indicates are necessary or which the Buyer should reasonably understand are necessary for the execution of the Agreement, are provided to L'OYÉ Cosmetics in a timely manner. If the data necessary for the performance of the Agreement are not provided to L'OYÉ Cosmetics in a timely manner, L'OYÉ Cosmetics shall be entitled to suspend the performance of the Agreement.
4. In performing the Agreement, L'OYÉ Cosmetics shall not be obliged or required to follow the instructions of the Purchaser if this changes the content or scope of the Agreement. If the directions result in additional work for L'OYÉ Cosmetics, Buyer shall be obliged to pay the additional or supplementary costs accordingly.
5. L'OYÉ Cosmetics may require security from Buyer, or full payment in advance, prior to proceeding to execute the Agreement.
6. L'OYÉ Cosmetics shall not be liable for damages of any kind incurred due to L'OYÉ Cosmetics' reliance on incorrect and/or incomplete information provided by the Buyer, unless such incorrectness or incompleteness was known to L'OYÉ Cosmetics.
7. Buyer shall indemnify L'OYÉ Cosmetics for any claims of third parties, who suffer damages in connection with the performance of the Agreement and which are attributable to Buyer.

Article 6 - Delivery

1. If the commencement, progress or delivery of the Agreement is delayed due to, for example, the Buyer's failure to provide all requested information or to do so in a timely manner, insufficient cooperation, the payment or advance payment not being received in a timely manner by L'OYÉ Cosmetics, or any delay occurring due to other circumstances beyond L'OYÉ Cosmetics' control, L'OYÉ Cosmetics shall be entitled to a reasonable extension of the delivery period. All agreed (delivery) dates are never deadlines. The purchaser must give L'OYÉ Cosmetics written notice of default and grant it a reasonable period of time to still deliver. The Buyer is not entitled to any damages as a result of the delay.
2. The Buyer is obliged to accept the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.
3. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, L'OYÉ Cosmetics shall be entitled to store the Goods at the Buyer's expense and risk.
4. If the Products are delivered by L'OYÉ Cosmetics or an external carrier, L'OYÉ Cosmetics shall, unless otherwise agreed in writing, be entitled to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
5. If L'OYÉ Cosmetics requires data from the Buyer in connection with the performance of the Agreement, the delivery period shall not commence until the Buyer has provided L'OYÉ Cosmetics with all data necessary for the performance.
6. If L'OYÉ Cosmetics has specified a delivery period, it shall be indicative.
7. L'OYÉ Cosmetics is entitled to deliver the Goods in parts, unless this is deviated from by Agreement or the partial delivery has no independent value. L'OYÉ Cosmetics is entitled to invoice the thus delivered separately.
8. Deliveries shall only be made if all invoices have been paid unless expressly agreed otherwise. L'OYÉ Cosmetics reserves the right to refuse delivery in case of well-founded fear of non-payment.

Article 7 - Packaging and transportation

1. L'OYÉ Cosmetics undertakes to the Purchaser to properly package and secure the goods to be delivered in such a manner that they reach their destination in good condition under normal use.
2. Unless otherwise agreed in writing, all deliveries shall be inclusive of sales tax (VAT), packaging and packaging materials.
3. The acceptance of goods without any remarks on the waybill or receipt shall be proof that the packaging was in good condition at the time of delivery.

Article 8 - Examination, complaints

1. Buyer is obliged to examine the delivered goods, or have them examined, at the time of delivery, but in any event within 14 days of receipt of the delivered goods. In doing so, the Buyer shall examine whether the quality and quantity of the Products delivered corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings. In case of a broken seal, L'OYÉ Cosmetics will not take back the Product.
2. Buyer is obliged to examine and inform himself in what manner the Product should be used and in case of personal use, to test the Product in accordance with the instructions for use. L'OYÉ Cosmetics acknowledges no liability for the Buyer's misuse of the Product.
3. Any visible defects or shortages must be reported to L'OYÉ Cosmetics in writing after delivery. Buyer has a period of 14 days after delivery to do so. Non-visible defects or shortages should be reported within 14 days after discovery, but at the latest within 2 months after delivery. For the Buyer being a Business, a period of 3 days applies. If the Product is damaged due to careless handling by the Buyer, the Buyer is liable for any depreciation in value of the Product.
4. If, pursuant to the previous paragraph, a timely complaint is made, the Buyer remains obliged to pay for the purchased goods. If the Buyer wishes to return defective Goods, it shall only do so with the prior written consent of L'OYÉ Cosmetics in the manner indicated by L'OYÉ Cosmetics.
5. If the Purchaser being a Consumer exercises its right of withdrawal, it shall return the Product and all accessories, to the extent reasonably possible, in its original condition and packaging to L'OYÉ Cosmetics in accordance with L'OYÉ Cosmetics' return instructions. The direct costs for return shipments shall be at the Buyer's expense and risk.
6. L'OYÉ Cosmetics is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made.
7. Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer's declaration of rescission. Refunds will be made to the account number previously provided.
8. If Buyer exercises its right of claim, Buyer being a Business shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.
9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is attributable to L'OYÉ Cosmetics, L'OYÉ Cosmetics shall, upon Buyer's request, either resend the missing Product(s) or cancel the remaining order. The receipt of the Products is leading in this regard. Any damages suffered by the Buyer as a result of the (different) scope of delivery cannot be recovered from L'OYÉ Cosmetics.

Article 9 - Prices

1. During the validity period of the Offer, the prices of the Products offered are not increased, except in the case of changes in VAT rates.
2. The prices stated in the Offer are inclusive of VAT, unless expressly stated otherwise.
3. The prices mentioned in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.
4. In the case of Products or raw materials for which there are price fluctuations in the financial market and over which L'OYÉ Cosmetics has no control, L'OYÉ Cosmetics may offer such Products with variable prices. The Offer will state that prices are target prices and may fluctuate.

Article 10 - Payment and collection policy

1. Payment should preferably be made in advance in the currency of the invoice by the method indicated. If expressly agreed upon with L'OYÉ Cosmetics, the Buyer being a Company may pay in arrears by means of an invoice sent by L'OYÉ Cosmetics.
2. Buyer cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.
3. Buyer shall make payment in a lump sum to the account number and details of L'OYÉ Cosmetics made known to it. The parties can agree on a different term of payment only upon the express and written consent of L'OYÉ Cosmetics.
4. If a periodic payment obligation of the Purchaser is agreed upon, L'OYÉ Cosmetics shall be entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.
5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, L'OYÉ Cosmetics' claims against the Buyer shall become immediately due and payable.
6. L'OYÉ Cosmetics is entitled to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest falling due, and finally to reduce the principal sum and current interest. L'OYÉ Cosmetics may, without thereby being in default, refuse an offer of payment if the Buyer designates a different order of allocation. L'OYÉ Cosmetics may refuse full payment of the principal sum, if such payment does not include the accrued and current interest as well as the costs.
7. If the Buyer fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 7 days, the Buyer being a Business shall be in default. The Buyer being a Consumer will first receive a written reminder with a period of 14 days after the date of the reminder to still meet the payment obligation with an indication of the extrajudicial costs if the Consumer does not meet its obligations within that period, before she is in default.
8. From the date the Customer is in default, L'OYÉ Cosmetics shall without further notice of default claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of July 1, 2012.
9. If L'OYÉ Cosmetics has incurred more or higher costs which are reasonably necessary, such costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Buyer.

Article 11 - Reservation of title

1. All items supplied by L'OYÉ Cosmetics, shall remain the property of L'OYÉ Cosmetics until the Buyer has fulfilled all of the following obligations under all Agreements concluded with L'OYÉ Cosmetics.
2. Buyer is not authorized to pledge or otherwise encumber the items subject to retention of title if title has not yet passed in full.
3. If third parties seize the items delivered under retention of title or wish to establish or assert rights thereon, the Buyer shall be obliged to notify L'OYÉ Cosmetics thereof as soon as may reasonably be expected.
4. In the event that L'OYÉ Cosmetics wishes to exercise its property rights indicated in this article, the Buyer hereby unconditionally and irrevocably consents to and authorizes L'OYÉ Cosmetics or third parties to be appointed by it to enter all such places where the property of L'OYÉ Cosmetics is located and to repossess such goods.
5. L'OYÉ Cosmetics shall have the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet fulfilled its payment obligations (in full), notwithstanding an obligation to transfer or surrender by L'OYÉ Cosmetics. After the Buyer has still fulfilled its obligations, L'OYÉ Cosmetics shall make every effort to deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 business days.
6. Costs and other (consequential) damages resulting from the retention of the purchased Products shall be at the Buyer's expense and risk and shall be reimbursed to L'OYÉ Cosmetics by the Buyer upon first request.

Article 12 - Warranty

L'OYÉ Cosmetics warrants that the Products comply with the Agreement, the specifications stated in the offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement. This also applies if the Goods to be supplied are intended for use abroad and the Buyer has expressly notified L'OYÉ Cosmetics of such use in writing at the time of entering into the Agreement.

Article 13 - Instructions for use of Products

1. Purchaser of Products shall follow the regulations and instructions of L'OYÉ Cosmetics.
2. Buyer should store the Products carefully. If applicable, Products should be kept in the packaging provided. The lid should always be closed.
3. Buyer shall use the Product on the skin only. The Product is not intended to be taken orally.
4. If an allergic reaction occurs, Buyer should immediately discontinue use and should contact a (family) physician or dermatologist.
5. In case of contact with the eyes, Buyer should immediately rinse the Product with water.
6. The Products should be kept out of the reach of young children.
7. 7. L'OYÉ Cosmetics expressly disclaims all liabilities and claims of the Buyer and/or third parties who have suffered (physical) damage due to the use of the Products. The Products should only be used in accordance with the instructions for use.

Article 14 - Suspension and termination

1. L'OYÉ Cosmetics is authorized to suspend the fulfilment of the obligations or to dissolve the Agreement, if the Buyer does not fulfil or does not fully fulfil the (payment) obligations under the Agreement.
2. Furthermore, L'OYÉ Cosmetics is authorized to dissolve the Agreement existing between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer fails to comply, in a timely manner or properly, with the obligations arising for it under any Agreement concluded with L'OYÉ Cosmetics.
3. Furthermore, L'OYÉ Cosmetics is authorized to dissolve the Agreement without prior notice of default if circumstances arise of such a nature that performance of the Agreement becomes impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the Agreement can no longer be reasonably expected.
4. Should the Agreement be dissolved, L'OYÉ Cosmetics' claims against the Buyer shall become immediately due and payable. Should L'OYÉ Cosmetics suspend performance of its obligations, it shall retain its claims under the law and the Agreement.
5. L'OYÉ Cosmetics always retains the right to claim damages.

Article 15 - Limitation of Liability

1. Should the performance of the Agreement by L'OYÉ Cosmetics lead to L'OYÉ Cosmetics' liability towards the Buyer or third parties, such liability shall be limited to the costs charged by L'OYÉ Cosmetics in connection with the Agreement unless the damage has occurred due to intent or gross negligence. L'OYÉ Cosmetics' liability shall in any case be limited to the maximum amount of damages paid by the insurance company per occurrence per year.
2. L'OYÉ Cosmetics is not liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products supplied is excluded. For Consumer a limitation applies in accordance with what is allowed under Article 7:24 paragraph 2 of the Dutch Civil Code.
3. L'OYÉ Cosmetics shall not be liable for and/or obliged to repair damage caused by the use of the Product. L'OYÉ Cosmetics provides strict maintenance and usage instructions which should be followed by the Purchaser. All damage to Products as a result of wearing and use is expressly excluded from liability (including traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).
4. L'OYÉ Cosmetics is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.
5. L'OYÉ Cosmetics is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for any reason.
6. L'OYÉ Cosmetics does not warrant the correct and complete transmission of the content of and email sent by/on behalf of L'OYÉ Cosmetics, nor its timely receipt.
7. All claims of the Buyer for shortcomings on the part of L'OYÉ Cosmetics shall lapse if they have not been reported to L'OYÉ Cosmetics in writing, stating reasons, within one year after the Buyer became aware or could reasonably have become aware of the facts on which it bases its claims. All claims of Buyer shall in any case expire one year after the termination of the Agreement.

Article 16 - Force Majeure

1. L'OYÉ Cosmetics shall not be liable if, as a result of a force majeure situation, it is unable to fulfill its obligations under the Agreement, nor can it be held to fulfill any obligation if it is prevented from doing so as a result of a circumstance which is not attributable to its fault and for which it cannot be held accountable by virtue of the law, legal act or generally accepted practice.
2. Force majeure shall in any case include, but shall not be limited to, (i) force majeure of suppliers of L'OYÉ Cosmetics, (ii) improper performance of obligations of suppliers prescribed or recommended to L'OYÉ Cosmetics by the Buyer, (iii) defectiveness of third party items, equipment, software or materials, (iv) governmental measures, (v) power failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) labor strikes in the company of L'OYÉ Cosmetics, and (xi) other situations that in the opinion of L'OYÉ Cosmetics are beyond its control that temporarily or permanently prevent the performance of its obligations.
3. L'OYÉ Cosmetics shall be entitled to invoke force majeure if the circumstance preventing (further) performance occurs after L'OYÉ Cosmetics should have fulfilled its obligation.
4. The parties may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, either party shall be entitled to rescind the Agreement, without any obligation to pay damages to the other party.
5. Insofar as L'OYÉ Cosmetics has already partially fulfilled its obligations under the Agreement at the time of the force majeure event, or will be able to fulfil them, and the fulfilled or to be fulfilled part is of independent value, L'OYÉ Cosmetics shall be entitled to invoice the fulfilled or to be fulfilled part separately. The Buyer shall be obliged to pay this invoice as if it were a separate Agreement.

Article 17 - Transfer of risk

The risk of loss or damage to the Products that are the subject of the Agreement shall pass to the Buyer being a business at the time the Goods leave L'OYÉ Cosmetics' warehouse. For Consumers, the above risk shall pass to Buyer if the Products have been given into Buyer's control. This is the case when the Products have been delivered to the Buyer's delivery address.

Article 18 - Privacy, data processing and security

1. L'OYÉ Cosmetics handles the (personal) data of the Buyer and visitors of the website(s) with care. If requested, L'OYÉ Cosmetics will inform the data subject accordingly.
2. Should L'OYÉ Cosmetics be required to provide security of information pursuant to the Agreement, such security shall comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the costs involved.

Article 19 - Complaints

1. If the Buyer is dissatisfied with the Products of L'OYÉ Cosmetics and/or has complaints about the (performance of the) Agreement, the Buyer is obliged to report such complaints as soon as possible, but at the latest within 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported with the subject line "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Buyer in order for L'OYÉ Cosmetics to process the complaint.
3. L'OYÉ Cosmetics will respond to the complaint in substance as soon as possible, but at the latest within 14 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.

Article 20 - Applicable law

1. All Agreements between L'OYÉ Cosmetics and the Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In case of interpretation of the content and purport of these general terms and conditions, the Dutch text thereof shall always prevail. L'OYÉ Cosmetics is entitled to unilaterally amend these general terms and conditions.
3. All disputes arising from or as a result of the Agreement between L'OYÉ Cosmetics and the Buyer shall be settled by the competent court of the District Court of East Brabant, location Eindhoven, unless provisions of mandatory law lead to the competence of another court.

Someren, 14 December 2023