TERMS AND CONDITIONS

Terms and Conditions of L’OYÉ Cosmetics B.V.

L’OYÉ Cosmetics, a private limited company (hereinafter: L’OYÉ Cosmetics), is registered with the Chamber of Commerce under number 88782328 and is located at Looyenbeemd 12, 5652BH Eindhoven

Article 1 - Definitions

In these general terms and conditions, the following terms shall have the meanings set forth below, unless expressly stated otherwise:
Offer: Any written offer made to the Buyer by the Seller for the delivery of Products, to which these terms and conditions are inextricably linked.
Business: The natural or legal person acting in the course of a profession or business.
Consumer: The natural person who is not acting in the course of a profession or business.
Buyer: The Business or Consumer who enters into a (distance) Agreement with the Seller.
Agreement: The (distance) sales agreement governing the sale and delivery of Products purchased by the Buyer from L’OYÉ Cosmetics.
Products: The Products offered by L’OYÉ Cosmetics are cosmetics, perfumes, and related products.
Seller: The provider of Products to the Buyer, hereinafter: L’OYÉ Cosmetics.

Article 2 - Applicability

These general terms and conditions apply to every Offer made by L’OYÉ Cosmetics, every Agreement between L’OYÉ Cosmetics and a Buyer, and every Product offered by L’OYÉ Cosmetics.
Before a (distance) Agreement is concluded, the Buyer will be provided with these general terms and conditions. If this is not reasonably possible, L’OYÉ Cosmetics will inform the Buyer of the manner in which the Buyer can view the general terms and conditions, which are in any case published on the L’OYÉ Cosmetics website, so that the Buyer can easily save these general terms and conditions on a durable medium.
In exceptional circumstances, deviations from these general terms and conditions are permitted if explicitly agreed upon in writing with L’OYÉ Cosmetics.
These General Terms and Conditions also apply to supplementary, amended, and subsequent agreements with the Buyer. Any general and/or purchasing terms and conditions of the Buyer are expressly rejected.
If one or more provisions of these general terms and conditions are or become partially or wholly void or are set aside, the remaining provisions of these general terms and conditions shall remain in effect, and the void or set-aside provision(s) shall be replaced by a provision with the same effect as the original provision.
Any ambiguities regarding the content or interpretation, or situations not covered by these general terms and conditions, shall be assessed and interpreted in accordance with the spirit of these general terms and conditions.
Where these General Terms and Conditions refer to “she” or “her,” this shall also be construed as a reference to “he,” “him,” or “his,” if and to the extent applicable.

Article 3 - The Offer

All offers made by L’OYÉ Cosmetics are non-binding, unless expressly stated otherwise in writing. If the Offer is valid only under specific conditions or is limited in scope, this will be expressly stated in the offer. An Offer is considered to have been made only once it has been recorded in writing.
The Offer made by L’OYÉ Cosmetics is non-binding. L’OYÉ Cosmetics is bound by the Offer only if the Buyer confirms acceptance in writing within 30 days, or if the Buyer has already paid the amount due. Nevertheless, L’OYÉ Cosmetics reserves the right to refuse to enter into a Contract with a potential Buyer for a reason deemed valid by L’OYÉ Cosmetics.
The Offer contains a detailed description of the Product being offered, along with the corresponding prices. The description is sufficiently detailed to enable the Buyer to make a proper assessment of the Offer. Obvious errors or mistakes in the Offer are not binding on L’OYÉ Cosmetics. Any images and specific details in the Offer are for illustrative purposes only and cannot serve as grounds for any compensation or termination of the (distance) Agreement. L’OYÉ Cosmetics cannot guarantee that the colors shown in the image exactly matches the actual colors of the Product.
Delivery times and deadlines stated in L’OYÉ Cosmetics’ Offer are indicative and, if exceeded, do not entitle the Buyer to terminate the Agreement or claim damages, unless expressly agreed otherwise.
A composite quotation does not oblige L’OYÉ Cosmetics to deliver part of the items included in the offer or Quotation at a portion of the quoted price.
If and to the extent that an offer is made, this does not automatically apply to repeat orders. Offers are valid only while supplies last, on a first-come, first-served basis.

Article 4 - Formation of the Agreement

The Agreement is concluded at the moment the Buyer accepts an Offer from L’OYÉ Cosmetics by paying for the relevant Product.
L’OYÉ Cosmetics may make an Offer via the website.
If the Buyer has accepted the Offer by entering into a Contract with L’OYÉ Cosmetics, L’OYÉ Cosmetics will confirm the Contract with the Buyer in writing, or at least by email.
If the acceptance differs (on minor points) from the Offer, L’OYÉ Cosmetics is not bound by it.
L’OYÉ Cosmetics is not bound by an Offer if the Buyer could reasonably have expected, or should have understood or ought to have understood, that the Offer contained an obvious error or typographical mistake. The Buyer may not derive any rights from such an error or typographical mistake.
The right of withdrawal is excluded for Buyers who are Businesses. Buyers who are Consumers have the right to exercise their right of withdrawal within the statutory period. If the right of withdrawal applies, the Buyer shall handle the Product and its packaging with care. The Buyer shall unpack or use the Product only to the extent necessary to determine the nature, characteristics, and functioning of the Product. The Buyer shall not break the Product’s seal. The direct costs of returning the Product shall be borne by the Buyer.
Products that cannot be returned due to health risks and whose seal has been broken after delivery are excluded from the right of withdrawal. This is expressly stated in the Offer.

Article 5 - Performance of the Agreement

L’OYÉ Cosmetics will perform the Agreement to the best of its knowledge and ability.
If and to the extent that proper performance of the Agreement so requires, L’OYÉ Cosmetics has the right to have certain work performed by third parties at its own discretion.
The Buyer shall ensure that all information which L’OYÉ Cosmetics indicates is necessary, or which the Buyer should reasonably understand to be necessary for the performance of the Agreement, is provided to L’OYÉ Cosmetics in a timely manner. If the information required for the performance of the Agreement is not provided to L’OYÉ Cosmetics in a timely manner, L’OYÉ Cosmetics has the right to suspend the performance of the Agreement.
In performing the Agreement, L’OYÉ Cosmetics is not obligated or required to follow the Buyer’s instructions if doing so would alter the content or scope of the Agreement. If the instructions result in additional work for L’OYÉ Cosmetics, the Buyer is obligated to reimburse the additional or incidental costs accordingly.
L’OYÉ Cosmetics may, prior to performing the Agreement, require security from the Buyer or full payment in advance.
L’OYÉ Cosmetics is not liable for any damages, of any nature whatsoever, arising from L’OYÉ Cosmetics having relied on incorrect and/or incomplete information provided by the Buyer, unless L’OYÉ Cosmetics was aware of such inaccuracy or incompleteness.
The Buyer shall indemnify L’OYÉ Cosmetics against any claims by third parties who suffer damage in connection with the performance of the Agreement and which are attributable to the Buyer.

Article 6 - Delivery

If the commencement, progress, or delivery of the Agreement is delayed because, for example, the Buyer has not provided all requested information or has not provided it in a timely manner, has failed to cooperate sufficiently, the payment or down payment has not been received by L’OYÉ Cosmetics in a timely manner, or any delay arises due to other circumstances beyond L’OYÉ Cosmetics’ control, L’OYÉ Cosmetics is entitled to a reasonable extension of the delivery or completion period. All agreed delivery dates are never strict deadlines. The Buyer must give L’OYÉ Cosmetics written notice of default and grant it a reasonable period of time to still be able to deliver the goods. The Buyer is not entitled to any compensation for damages resulting from the delay.
The Buyer is obligated to accept the goods at the time they are made available to the Buyer in accordance with the Agreement, even if they are offered earlier or later than agreed.
If the Buyer refuses to accept the goods or fails to provide the information or instructions necessary for delivery, L’OYÉ Cosmetics is entitled to store the goods at the Buyer’s expense and risk.
If the Products are delivered by L’OYÉ Cosmetics or an external carrier, L’OYÉ Cosmetics is entitled, unless otherwise agreed in writing, to charge any delivery costs. These will then be invoiced separately unless expressly agreed otherwise.
If L’OYÉ Cosmetics requires information 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 information necessary for performance.
If L’OYÉ Cosmetics has specified a delivery timeframe, it is indicative.
L’OYÉ Cosmetics is entitled to deliver the goods in partial shipments, unless otherwise specified in the Agreement or if the partial shipment has no independent value. L’OYÉ Cosmetics is entitled to invoice the goods delivered in this manner separately.
Deliveries will only be made if all invoices have been paid, unless expressly agreed otherwise. L’OYÉ Cosmetics reserves the right to refuse delivery if there is a well-founded fear of non-payment.

Article 7 - Packaging and Transportation

L’OYÉ Cosmetics undertakes to the Buyer to properly package the goods to be delivered and to secure them in such a way that, under normal use, they reach their destination in good condition.
Unless otherwise agreed in writing, all deliveries include sales tax (VAT), as well as packaging and packaging materials.
Acceptance of goods without any comments or remarks on the waybill or receipt serves as proof that the packaging was in good condition at the time of delivery.

Article 8 - Inspection, Complaints

The Buyer is obligated to inspect the delivered goods at the time of delivery, but in any case within 14 days of receipt of the delivered goods. In doing so, the Buyer must verify whether the quality and quantity of the delivered goods comply with the Agreement and whether the Products meet the standards applicable in normal (commercial) practice. If the seal is broken, L’OYÉ Cosmetics will not accept the return of the Product.
The Buyer is obligated to inspect the Product and inform themselves of how it should be used and, in the case of personal use, to test the Product in accordance with the instructions for use. L’OYÉ Cosmetics accepts no liability for the Buyer’s misuse of the Product.
Any visible defects or shortages must be reported to L’OYÉ Cosmetics in writing after delivery. The Buyer has 14 days after delivery to do so. Hidden defects or shortages must be reported within 14 days of discovery, but no later than 2 months after delivery. For Buyers that are businesses, a 3-day period applies. If the Product is damaged due to careless handling by the Buyer, the Buyer is liable for any resulting loss of value of the Product.
If a complaint is filed in a timely manner in accordance with the preceding paragraph, the Buyer remains obligated to pay for the purchased goods. If the Buyer wishes to return defective goods, this may only be done with the prior written consent of L’OYÉ Cosmetics and in the manner specified by L’OYÉ Cosmetics.
If the Buyer, as a Consumer, exercises their right of withdrawal, they shall return the Product and all accessories, to the extent reasonably possible, in their original condition and packaging to L’OYÉ Cosmetics, in accordance with L’OYÉ Cosmetics’ return instructions. The direct costs of return shipments are at the Buyer’s expense and risk.
L’OYÉ Cosmetics is entitled to conduct an investigation into the authenticity and condition of the returned Products before a refund is issued.
Refunds to the Buyer will be processed as soon as possible; however, the refund may take up to 14 days after receipt of the Buyer’s notice of termination. Refunds will be issued to the previously provided account number.
If the Buyer exercises its right to file a complaint, the Buyer, being a Business, is not entitled to suspend its payment obligation or to offset outstanding invoices.
In the event of an incomplete delivery, and/or if one or more Products are missing, and this is attributable to L’OYÉ Cosmetics, L’OYÉ Cosmetics will, upon request by the Buyer, either reship the missing Product(s) or cancel the remaining order. The confirmation of receipt of the Products shall be decisive in this regard. Any damages suffered by the Buyer as a result of the (different) scope of the delivery cannot be recovered from L’OYÉ Cosmetics.

Article 9 - Prices

During the term of the Offer, the prices of the offered Products will not be increased, except in the event of changes in VAT rates.
The prices stated in the Offer include VAT, unless expressly stated otherwise.
The prices listed in the Offer are based on the cost factors in effect at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance, and any applicable levies and taxes.
In the case of Products or raw materials whose prices fluctuate on the financial market and over which L’OYÉ Cosmetics has no control, L’OYÉ Cosmetics may offer these Products at variable prices. The Offer states that the prices are indicative and may fluctuate.

Article 10 - Payment and Collection Policy

Payment should preferably be made in advance in the currency in which the invoice is issued, using the specified method. If expressly agreed upon with L’OYÉ Cosmetics, a Buyer that is a Business may pay after the fact by means of an invoice sent by L’OYÉ Cosmetics.
The Buyer may not derive any rights or expectations from a previously issued estimate, unless the parties have expressly agreed otherwise.
The Buyer must make payment in a single lump sum to the bank account number and details of L’OYÉ Cosmetics provided to the Buyer. The parties may agree on a different payment term only with the explicit and written consent of L’OYÉ Cosmetics.
If a periodic payment obligation on the part of the Buyer has been agreed upon, L’OYÉ Cosmetics is entitled to adjust the applicable prices and rates in writing, subject to a notice period of 3 months.
In the event of the Buyer’s liquidation, bankruptcy, seizure of assets, or suspension of payments, L’OYÉ Cosmetics’ claims against the Buyer shall become immediately due and payable.
L’OYÉ Cosmetics has the right to apply payments made by the Buyer first toward costs, then toward accrued interest, and finally toward the principal and current interest. L’OYÉ Cosmetics may, without thereby being in default, refuse an offer of payment if the Buyer specifies a different order of allocation. L’OYÉ Cosmetics may refuse full repayment of the principal amount if the accrued and current interest, as well as the costs, are not also paid at the same time.
If the Buyer fails to meet its payment obligation and has not fulfilled its obligation within the specified payment term of 7 days, the Buyer, being a Business, is in default. If the Buyer is a Consumer, they will first receive a written demand for payment, granting a period of 14 days from the date of the demand to fulfill the payment obligation, along with a statement of the extrajudicial costs if the Consumer fails to meet their obligations within that period, before the Buyer is deemed to be in default.
From the date the Buyer is in default, L’OYÉ Cosmetics shall, without further notice of default, be entitled to statutory (commercial) interest from the first day of default until full payment, as well as reimbursement of extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale set forth in the Decree on Reimbursement of Extrajudicial Collection Costs of July 1, 2012.
If L’OYÉ Cosmetics has incurred additional or higher costs that are reasonably necessary, these costs are eligible for reimbursement. Any judicial and enforcement costs incurred shall also be borne by the Buyer.

Article 11 - Retention of Title

All goods delivered by L’OYÉ Cosmetics remain the property of L’OYÉ Cosmetics until the Buyer has fulfilled all obligations arising from all Agreements entered into with L’OYÉ Cosmetics.
The Buyer is not authorized to pledge the goods subject to retention of title or to encumber them in any other way if ownership has not yet been fully transferred.
If third parties seize the goods delivered under retention of title or seek to establish or assert rights thereto, the Buyer is obligated to notify L’OYÉ Cosmetics of this as soon as may reasonably be expected.
In the event that L’OYÉ Cosmetics wishes to exercise its ownership rights as set forth in this article, the Buyer hereby grants L’OYÉ Cosmetics, or third parties designated by it, unconditional and irrevocable permission and authorization to enter any location where L’OYÉ Cosmetics’ property is located and to take back such goods.
L’OYÉ Cosmetics has the right to retain the Product(s) purchased by the Buyer if the Buyer has not yet (fully) fulfilled its payment obligations, notwithstanding any obligation on the part of L’OYÉ Cosmetics to transfer or deliver the goods. Once the Buyer has fulfilled its obligations, L’OYÉ Cosmetics will make every effort to deliver the purchased Products to the Buyer as soon as possible, but no later than within 20 business days.
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 by the Buyer to L’OYÉ Cosmetics upon first request.

Article 12 - Warranty

L’OYÉ Cosmetics warrants that the Products comply with the Agreement, the specifications stated in the offer, their usability and/or soundness, and the applicable laws and regulations in effect at the time the Agreement was concluded. This also applies if the goods to be delivered are intended for use abroad and the Buyer has expressly notified L’OYÉ Cosmetics of this use in writing at the time the Agreement was entered into.

Article 13 - Product Usage Instructions

The Buyer of Products must follow the guidelines and instructions provided by L’OYÉ Cosmetics.
The Buyer must store the Products with care. If applicable, the Products must be stored in the packaging provided. The lid must always be kept closed.
The Buyer shall use the Product only on the skin. The Product is not intended for oral use.
If an allergic reaction occurs, the Buyer must immediately stop using the Product and contact a doctor, general practitioner, or dermatologist.
If the Product comes into contact with the eyes, the Buyer must immediately rinse them with water.
The Products must be kept out of the reach of young children.
7. L’OYÉ Cosmetics expressly disclaims all liability and claims from the Buyer and/or third parties who have suffered (physical) harm as a result of using the Products. The Products must be used solely in accordance with the instructions for use.

Article 14 - Suspension and Termination

L’OYÉ Cosmetics is authorized to suspend the fulfillment of its obligations or to terminate the Agreement if the Buyer fails to fulfill, or fails to fully fulfill, the (payment) obligations under the Agreement.
Furthermore, L’OYÉ Cosmetics is authorized to terminate the Agreement between itself and the Buyer, to the extent it has not yet been performed, without judicial intervention, if the Buyer fails to fulfill, in a timely or proper manner, the obligations arising for him from any Agreement concluded with L’OYÉ Cosmetics.
Furthermore, L’OYÉ Cosmetics is authorized to terminate the Agreement (or have it terminated) without prior notice of default terminate the Agreement—or have it terminated—without prior notice of default if circumstances arise that are of such a nature that performance of the Agreement is impossible or can no longer be reasonably required according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that continued maintenance of the Agreement cannot reasonably be expected.
If the Agreement is terminated, L’OYÉ Cosmetics’ claims against the Buyer shall become immediately due and payable. If L’OYÉ Cosmetics suspends performance of its obligations, it shall retain its rights under the law and the Agreement.
L’OYÉ Cosmetics shall at all times retain the right to claim damages.

Article 15 - Limitation of Liability

If the performance of the Agreement by L’OYÉ Cosmetics results in L’OYÉ Cosmetics being liable to the Buyer or third parties, such liability is limited to the costs charged by L’OYÉ Cosmetics in connection with the Agreement, unless the damage resulted from willful misconduct or gross negligence. In any case, L’OYÉ Cosmetics’ liability is limited to the maximum amount of damages paid out by the insurance company per event per year.
L’OYÉ Cosmetics is not liable for consequential damages, indirect damages, loss of profits, and/or losses incurred; lost savings and damages resulting from the use of the delivered Products are excluded. For Consumers, a limitation applies in accordance with what is permitted under Article 7:24(2) of the Dutch Civil Code.
L’OYÉ Cosmetics is not liable for and/or obligated to remedy damage caused by the use of the Product. L’OYÉ Cosmetics provides strict maintenance and usage instructions that the Buyer must follow. All damage to Products resulting from wearing and use is expressly excluded from liability (including signs of wear and tear, damage from use, damage from drops, light and water damage, theft, loss, etc.).
L’OYÉ Cosmetics is not liable for damage that results or may result from any act or omission based on (incomplete and/or incorrect) information on the website(s) or linked websites.
L’OYÉ Cosmetics is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the unavailability of the website for any reason whatsoever.
L’OYÉ Cosmetics does not guarantee the accurate and complete transmission of the content of emails sent by or on behalf of L’OYÉ Cosmetics, nor does it guarantee their timely receipt.
All claims by the Buyer arising from a failure on the part of L’OYÉ Cosmetics shall lapse if they are not reported to L’OYÉ Cosmetics in writing, with a statement of reasons,’OYÉ Cosmetics in writing, with a detailed explanation, within one year after the Buyer became aware of or could reasonably have become aware of the facts on which the claims are based. In any event, all claims by the Buyer shall lapse one year after the termination of the Agreement.

Article 16 - Force Majeure

L’OYÉ Cosmetics shall not be liable if, as a result of a force majeure event, it is unable to fulfill its obligations under the Agreement, nor shall it be required to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and for which it is not liable under the law, a legal act, or generally accepted commercial practices.
Force majeure shall in any case be understood to include, but is not limited to, what is understood in this regard under the law and case law: (i) force majeure on the part of L’OYÉ Cosmetics’ suppliers, (ii) the failure of suppliers—who have been prescribed or recommended to L’OYÉ Cosmetics by the Buyer—to properly fulfill their obligations, (iii) defects in goods, equipment, software, or materials from third parties, (iv) government measures, (v) power outages, (vi) disruptions to the internet, data networks, and telecommunications facilities (e.g., due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes at L’OYÉ Cosmetics’ facilities, and (xi) other situations that, in L’OYÉ Cosmetics’ judgment, are beyond its control and that temporarily or permanently prevent it from fulfilling its obligations.
L’OYÉ Cosmetics has the right to invoke force majeure if the circumstance preventing (further) performance occurs after L’OYÉ Cosmetics was required to fulfill its obligation.
The parties may suspend their obligations under the Agreement for the duration of the force majeure event. If this period lasts longer than two months, either party is entitled to terminate the Agreement without any obligation to compensate the other party for damages.
To the extent that, at the time the force majeure occurs, L’OYÉ Cosmetics has already partially fulfilled its obligations under the Agreement or will be able to fulfill them, and the fulfilled or to-be-fulfilled portion has independent value, L’OYÉ Cosmetics is entitled to invoice the portion already fulfilled or to be fulfilled separately. The Buyer is obligated 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 passes to the Buyer, being a business, at the moment the goods leave the warehouse of L’OYÉ Cosmetics. For Consumers, the risk described above passes to the Buyer once the Products have been placed under the Buyer’s control. This occurs when the Products have been delivered to the Buyer’s delivery address.

Article 18 - Privacy, Data Processing, and Security

L’OYÉ Cosmetics handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, L’OYÉ Cosmetics will inform the data subject accordingly.
If L’OYÉ Cosmetics is required under the Agreement to provide information security, such security shall comply with the agreed specifications and shall provide a level of security that, taking into account the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 19 - Complaints

If the Buyer is dissatisfied with the Products of L’OYÉ Cosmetics and/or has complaints regarding the (performance of the) Agreement, the Buyer is obligated to report these complaints as soon as possible, but no later than 14 calendar days after the relevant event that gave rise to the complaint. Complaints may be submitted with the subject line “Complaint.”
The complaint must be sufficiently substantiated and/or explained by the Buyer in order for L’OYÉ Cosmetics to process it.
L’OYÉ Cosmetics will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receiving the complaint.
The parties will attempt to reach a solution together.

Article 20 - Governing Law

Every Agreement between L’OYÉ Cosmetics and the Buyer is governed by Dutch law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
In the event of any dispute regarding the interpretation of the content and meaning of these general terms and conditions, the Dutch text thereof shall always be decisive. L’OYÉ Cosmetics reserves the right to unilaterally amend these general terms and conditions.
All disputes arising from or in connection with the Agreement between L’OYÉ Cosmetics and the Buyer shall be settled by the competent court of the District Court of Oost-Brabant, Eindhoven location, unless provisions of mandatory law assign jurisdiction to another court.

Someren, December 14, 2023