General Terms and Conditions (Business)

1. Definitions and applicability

In these terms and conditions, the following definitions apply:
Customer : any natural person or legal entity, not being a consumer, acting in the course of their profession or business, who has placed an order with Luspada.
Day : calendar day;
Trader (hereinafter also referred to as “Luspada”): Luspada Commerce B.V. (trading as Salonplus). Established at Hofwijckstraat 28-2, 1055 GG Amsterdam, operating in the Netherlands under VAT number NL868959601B01 and registered with the Amsterdam Chamber of Commerce (KvK) under number 99372932;
Agreement : any Agreement for the supply of articles by Luspada to the Customer.
Offer: any non-binding proposal sent by Luspada to the Customer with the aim of concluding an Agreement, whether or not by electronic means.
Articles: any articles offered, to be supplied or supplied by the Trader under the Agreement.
In writing: on paper, by email or by fax.
General terms and conditions: these general terms and conditions used by Luspada.
Business account: an account that the Customer can create and log in to with the login details obtained, in which the Customer can see which orders have been placed and delivered and all other changes relating to the Business account.
These general terms and conditions apply to every offer, quotation and Agreement between Luspada and the Customer, insofar as the parties have not expressly deviated from these terms In writing.
These general terms and conditions do not apply to offers to and Agreements with natural persons who are not acting in the course of a profession or business.
The applicability of any purchasing or other terms and conditions of the Customer is expressly rejected.
If one or more provisions of these terms and conditions are at any time wholly or partly null and void or are annulled, the remainder of these terms and conditions shall continue to apply in full. Luspada and the Customer shall then consult in order to agree new provisions to replace the void or annulled provisions, observing the purpose of the original provisions as far as possible.
If there is any uncertainty about the interpretation of one or more provisions of these terms and conditions, they shall be interpreted in accordance with the spirit of these provisions.
If a situation arises between the parties that is not covered by these terms and conditions, that situation shall be assessed in accordance with the spirit of these terms and conditions.
Everything stipulated for the benefit of Luspada in the General terms and conditions and in any further agreements is also stipulated for the benefit of intermediaries and other third parties engaged by Luspada.

2. Offers/quotations

Every Offer/quotation by Luspada on its websites, in mailings and by telephone is non-binding and may be revoked by Luspada at any time.
Obvious mistakes or errors in the Offer do not bind Luspada.
Luspada may revoke any Offer/quotation In writing within seven calendar days of receipt of acceptance, in which case no Agreement has been concluded between the parties.
Every Offer contains such information that it is clear to the Customer what rights and obligations are attached to acceptance of the Offer. This concerns in particular:
- the price excluding taxes, unless agreed otherwise;
- any delivery costs;
- the way in which the Agreement will be concluded and which actions are required for this;
- the method of payment, delivery or performance of the Agreement;

3. Ordering and conclusion of the agreement

If the Customer places an order, the Agreement is only concluded once Luspada accepts it by email.
Orders can be placed on Luspada's websites, by email or by telephone.
Luspada reserves the right to charge a surcharge for orders exceeding a maximum total delivery weight.
Conditions such as prepayment may be attached to the acceptance of orders, see article 6.
If acceptance of an order for a particular article proves impossible for whatever reason, Luspada will, in consultation with the Customer, try to supply an article that is comparable in price and quality. Once agreement is reached, the order will be accepted in amended form.
Luspada has the right at all times to verify an order in advance or to refuse it without giving reasons, of which Luspada will inform the Customer as soon as possible.

4. Prices

The prices on the Trader's websites are in euros and are current prices. All Luspada prices are subject to programming and typing errors
All prices include packaging costs and exclude VAT* and costs of transport, shipping and statutory levies, unless stated otherwise. Depending on the method of payment, a one-off contribution towards shipping costs as stated on the websites is charged per order.
Luspada cannot be held to the prices it has stated when Luspada indicates that the quotation or part of the quotation contains an obvious mistake, printing or typesetting error, slip or clerical error, unless the Customer proves that, according to the standards of reasonableness and fairness and generally accepted views, it is unreasonable not to hold Luspada to the Quotation.
Luspada is entitled to adjust the prices, or parts thereof, for goods or services not yet delivered and/or not yet paid for in line with any changes in price-determining factors, such as raw material prices, wages, taxes, production costs, currency exchange rates and the like.
Luspada is always entitled to adjust prices without delay if a statutory price-determining factor gives cause to do so.
Price changes as described in this article, to which Luspada is entitled at all times, will be communicated to the Customer in the usual manner as soon as possible. Failure to receive a notice of a price change does not give rise to a right to delivery at prices previously stated by Luspada.

5. Delivery, transport and risk

Luspada determines the method of transport and the carrier. If the Customer has special transport requirements, the additional costs are for the Customer's account. All orders are delivered to the pick-up point or street address specified by the Customer.
The ordered article is at the Customer's risk from the moment of delivery, even if ownership has not yet passed to the Customer.
Luspada endeavours to deliver the order with due speed, but no later than the fourth working day after the order date. In the event of a delay in the delivery of all or part of the order, Luspada will inform the Customer in good time.
All (delivery) periods stated by Luspada are approximate and are based on the information and circumstances known to Luspada when the Agreement was concluded. The agreed delivery time is never a strict deadline, unless expressly agreed otherwise.
Luspada reserves the right to deliver the order in instalments. No extra costs are charged for partial deliveries or subsequent deliveries.
If an order is unexpectedly incomplete on delivery, the Customer must report this to Luspada immediately after receipt. Luspada will then deliver the missing part of the order as quickly as possible.
If an order delivered by Luspada contains articles not ordered by the Customer, the Customer must report this to Luspada immediately after receipt. The Customer can then return the incorrectly delivered articles in accordance with the procedure to be communicated by Luspada to the Customer, after which Luspada will send any missing articles.
As soon as the Customer puts the incorrectly delivered articles into use or resells them, the right to return these articles lapses and Luspada will invoice the Customer for these articles.
The Customer is obliged to take receipt of the purchased goods when they are available or delivered. In the event of refusal or failure to provide the information or instructions required for delivery, the products will be returned immediately. The exact return costs, including any storage costs for a maximum period of 4 weeks, will be communicated to the Customer by email prior to shipment. These costs are for the Customer's account and will be offset against any refunds.

6. Payment and bank details

Payment is made by bank or giro direct debit, credit card, online banking or on account, under the conditions set out in more detail on the websites and in mailings.
Luspada always has the right to require (partial) prepayment or any other security for payment from the Customer.
If it has been agreed that the Customer pays by bank or giro direct debit or on account, a (strict) payment term of 30 days after the invoice date applies. The Customer is not entitled to deduct any amount from this purchase price on account of a counterclaim asserted by the Customer. Payment must be made to bank account IBAN: NL58 KNAB 02569 05398 BIC: KNABNL2H at Knab, stating the customer and invoice number.
If an invoice has not been paid in full after the expiry of the term referred to in the previous paragraph, or if a direct debit could not be collected, the Customer shall owe Luspada default interest of 2% per month from the expiry of that term, with part of a month counted as a whole month.
Payment must be made in the agreed currency without set-off, discount or suspension on any grounds whatsoever.
Where there is reason to do so, Luspada reserves the right not to accept a proposed method of payment. In that case the Customer will be informed and the order will be sent after prepayment.
If payment is still not made after a reminder from Luspada, Luspada is also entitled to charge the Customer extrajudicial collection costs.
The extrajudicial collection costs referred to in the previous paragraph amount to:
1. 15% of the principal sum over the first € 2,500.00 of the claim (with a minimum of € 40.00);
2. 10% of the principal sum over the next € 2,500.00 of the claim;
3. 5% of the principal sum over the next € 5,000.00 of the claim;
4. 1% of the principal sum over the next € 1,900,000.00 of the claim;
5. 0.5% over the remainder of the principal sum, with a maximum of € 6,775.00.
If the Customer fails to pay in full, Luspada has the right, without further notice of default, to dissolve the Agreement by means of a Written declaration or to suspend its obligations under the agreement until the Customer has paid. Luspada also has this right of suspension if, even before the Customer is in default of payment, it has well-founded reasons to doubt the Customer's creditworthiness.
Payments made by the Customer are first deducted by Luspada from all interest and costs owed and then from the payable invoices that have been outstanding the longest, unless the Customer states In writing at the time of payment that it relates to a later invoice.
The Customer may not set off Luspada's claims against any counterclaims the Customer has against Luspada.
Luspada reserves the right to hold or cancel an order, or further orders, from a Customer until Luspada has confirmed receipt of the Customer's payment of the invoice into its account.
Electronic invoices are sent to the email address provided by the Customer when applying for the business account. For changes to the email address and the way invoices are sent, the Customer can contact Luspada's Customer Contact Center. For invoices sent by post, Luspada reserves the right to charge a surcharge for postage.
Luspada has the right to require a 100% advance payment from newly registered businesses.

7. Retention of title

Luspada retains ownership of all articles delivered and to be delivered to the Customer until the moment the Customer has fulfilled all its payment obligations to Luspada.
The payment obligations referred to in the previous paragraph consist of paying the purchase price of the articles, plus claims for work performed in connection with the delivery and claims arising from the Customer's attributable failure to fulfil its obligations, such as claims for payment of damages, extrajudicial collection costs, interest and any penalties.
For as long as the retention of title applies, the Customer must store the articles carefully and as identifiable property of Luspada.
For as long as retention of title applies to the delivered articles, the Customer may not pledge the articles in any way or grant any other right to them to a third party.
The Customer must inform Luspada In writing immediately if third parties claim to have ownership or other rights to the articles subject to retention of title.
The Customer must take out business or contents insurance such that the articles delivered under retention of title are always co-insured, and shall allow Luspada to inspect the insurance policy and the associated proof of premium payment on first request.
If the Customer acts contrary to the above provisions of this article or Luspada invokes the retention of title, Luspada and its employees have the irrevocable right to enter the Customer's premises and take back the articles delivered under retention of title. This is without prejudice to Luspada's right to compensation for damage, lost profit and interest and the right to dissolve the agreement by Written notice without further notice of default.
The Customer may not assign or pledge claims against Luspada, on any grounds whatsoever, to a third party. This clause has effect under property law within the meaning of art. 83 paragraph 2 (in conjunction with art. 98) of Book 3 of the Dutch Civil Code.

8. Defects, complaint periods and warranty

Luspada guarantees that the goods delivered conform to the agreement, on the understanding that minor deviations accepted in the industry with regard to stated dimensions, weights, quantities, discolourations and minor colour differences and the like do not constitute a shortcoming on Luspada's part.
Luspada gives at least one year's warranty on all technical devices – regardless of brand or type – unless stated otherwise.
The Customer must inspect the delivered articles upon delivery, checking whether the delivery conforms to the Agreement;
1. whether the correct goods have been delivered;
2. whether the delivered goods correspond in quantity and number to what was agreed;
3. whether the delivered goods meet the requirements that may be set for normal use and/or commercial purposes.
The Customer must report complaints to Luspada In writing within 7 days of delivery.
If the Customer does not report defects or complaints within the stated periods, the complaint will not be dealt with and the Customer's rights lapse.
Legal claims and defences against Luspada based on facts that would justify the assertion that the delivered articles do not conform to the agreement lapse one year after delivery.
Furthermore, any claim by the Customer in respect of delivered articles lapses if:
1. the articles can no longer be identified as originating from Luspada;
2. the defects are the result of normal wear and tear, injudicious and/or incorrect handling, use and/or storage or maintenance of the articles;
3. the Customer has not immediately given Luspada the opportunity to investigate the complaints and fulfil its obligations;
4. the Customer has not fulfilled, or has not fulfilled in time or properly, any obligation incumbent upon it.
Complaints about invoices must be submitted In writing within five working days of the date on which the invoices were sent.
If it has been demonstrated that the articles do not conform to the Agreement, Luspada has the choice either to repair the articles concerned upon their return, to replace them with new articles, or to refund their invoice value. These terms and conditions apply in full to this new delivery.
Luspada gives the Customer the right to return the Articles no later than 14 days after receipt, provided that the Articles are returned in their original packaging to an address approved by Luspada and are in new condition. In that case Luspada dissolves the Agreement. Unless expressly stated otherwise, the costs of returning the Articles are for the Customer's account.

9. Dissolution

Luspada always has the right to dissolve the agreement, without further notice of default, by Written notice to the Customer at the moment the Customer:
1. is declared bankrupt or a petition for its bankruptcy has been filed;
2. applies for a (provisional) suspension of payments;
3. is affected by an executory attachment;
4. is placed under guardianship or administration;
5. otherwise loses the power of disposal or legal capacity with regard to its assets or parts thereof, including the situation in which the statutory debt restructuring scheme has been declared applicable.
The Customer must always inform the trustee or administrator of (the content of) the agreement and these general terms and conditions.

10. Privacy

Each party is obliged to keep confidential from third parties all information of a confidential nature, in whatever form, obtained from the other party. The parties will not use substantive information for their own benefit.
Luspada records the Customer's details and the information provided by the Customer in a database. Luspada will use the data in this database in accordance with Dutch privacy legislation. Luspada has the right to use name and address details from its files for commercial purposes, subject to the provisions of the first paragraph of this article, unless the Customer has notified Luspada In writing that the information provided may not be used for this purpose.

11. Force majeure

The delivery period referred to in article 5.3 is extended by the period during which Luspada is prevented from fulfilling its obligations due to force majeure.
Force majeure on Luspada's part exists if, after concluding the agreement, Luspada is prevented from fulfilling its obligations under this agreement or preparing for them as a result of war, threat of war, civil war, terrorism, riot, civil commotion, fire, water damage, flood, strike, occupation of premises, lockout, import and export restrictions, government measures, machinery breakdowns, disruptions in the supply of energy, all both within Luspada's business and at third parties from whom Luspada must obtain all or part of the required materials, as well as during storage or transport, whether or not under its own management, and furthermore by all other causes arising outside Luspada's fault or sphere of risk.
If force majeure occurs while the agreement has already been partly performed, the Customer has the right either to keep the part of the articles already delivered and pay the purchase price owed for it, or to consider the agreement terminated also for the part already performed, with the obligation to return what has already been delivered to Luspada at the Customer's expense and risk, if the Customer can demonstrate that the part of the articles already delivered can no longer be used effectively by the Customer as a result of the non-delivery of the remaining articles.

12. Liability

In the performance of an agreement, Luspada is not liable for direct damage, except in the case of intent. In any event, Luspada is not liable for indirect damage, including physical injury, business losses, loss of use and other consequential damage, suffered by the Customer as a result of (possible) shortcomings or non-performance by Luspada in the performance of the agreement. Luspada's liability is in any case limited to the invoice amount of the articles
Luspada cannot be held liable for failing to achieve performance, tolerances or properties of the articles, unless these have been specifically and expressly guaranteed by Luspada In writing. Whether the articles are sufficiently suitable for the Customer's intended use is the Customer's responsibility, even if Luspada has advised the Customer on the application.
Damage as referred to in this article must be reported to Luspada In writing as soon as possible, but no later than 2 (two) weeks after it occurred. Damage not brought to Luspada's attention within that period is not eligible for compensation, unless the Customer shows that they could not have reported the damage earlier.
Luspada is not liable for advice or recommendations given by Luspada on its websites or by its employees or suppliers, whether In writing or orally.

13. Intellectual property rights

Luspada guarantees that the goods it supplies do not as such infringe Dutch patent rights, design rights or other industrial or intellectual property rights of third parties.
If Luspada must acknowledge, or if a Dutch court establishes in legal proceedings in a decision no longer open to appeal, that any item supplied by Luspada does infringe the rights of third parties as referred to here, Luspada will take back the item concerned. The Customer is obliged to cooperate in the return of the item concerned.

14. Disputes and applicable law

The agreement concluded between Luspada and the Customer is governed exclusively by Dutch law.
The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
Any disputes will be submitted to the competent court in the place where Luspada is established, although Luspada always reserves the right to submit a dispute to the competent court in the place where the Customer is established.
If the Customer is established outside the Netherlands, Luspada has the right to choose to submit the dispute to the competent court in the country or state where the Customer is established.

15. Accuracy

The content of this site and of all other Luspada communications on the internet has been compiled with the greatest care. However, Luspada cannot give any guarantees regarding the nature, accuracy or content of this information. Luspada is not liable for any errors or inaccuracies, or for the consequences of using the information concerned.