GENERAL CONDITIONS BAYU THE LABEL
1. IDENTITY OF THE ENTREPRENEUR
Bayu The Label, a brand of Inter World Experience
Binckhorstlaan 36 (C019)
2516 BE The Hague
CoC-number: Inter World Experience – 61235903
1. In these general conditions, the terms indicated with a capital letter have the meaning as described below:
a. “Bayu The Label”: the seller in these general conditions, established in The Hague.
b. “Counterparty”: the party concluding an agreement with Bayu The Label.
c. “Distance Agreement”: every agreement for the purchase and sale that is concluded in an electronic manner through the web shop of Bayu The Label or of its retailer, whereby, within the framework of a system for the sale at a distance of products or services organised by Bayu The Label, during the entire process – as from the offering of products or services until the conclusion of a purchase agreement – exclusive use is made of one or more techniques for communications at a distance.
1. All offers, quotations issued, agreements concluded by or on behalf of Bayu The Label, as well as their implementation, including all (legal) transactions which are conducted in the framework thereof, are governed by these general conditions. In case of conflict of any provision in the offer, quotation, or agreement with the present conditions, what is stated in the offer, quotation, or agreement prevails.
2. The articles of these general conditions are applicable to agreements between Bayu The Label and the Counterparty, unless they are expressly deviated from in special provisions for these general conditions.
3. The articles of these general conditions are applicable to both agreements between a Consumer and Bayu The Label, and to agreements between a Retailer and Bayu The Label, unless in Chapter 1 and Chapter 2 or in another manner these articles are expressly deviated from in these general conditions.
4. Chapter 1 and Chapter 2 must be considered an addition to the articles 1 through 16 of these general conditions. In case of conflict with provisions from these articles, the provisions from Chapter 1 and Chapter 2 have precedence.
5. Before the agreement is concluded, the text of these general conditions is provided to the Counterparty. If it is reasonably impossible to provide these general conditions, it will be indicated, before the agreement is concluded, that these general conditions will upon request of the Counterparty will be forwarded as soon as possible free of charges digitally in pdf or by mail, as well as that the general conditions can be requested from the Chamber of Commerce.
6. If the Distance Agreement is concluded electronically, in derogation to the preceding section and before the Distance Agreement is concluded, the text of these general conditions can be provided to the Counterparty through electronic channels, in such a manner that it can be stored on a durable information carrier in a simple manner by the Counterparty. If such is not reasonably possible, before the Distance Agreement is concluded, it will be indicated where these general conditions can be taken cognizance of through electronic channels, and that upon request of the client they will be forwarded free of charges through electronic channels or in another manner.
7. Bayu The Label expressly excludes the applicability of other general conditions than the present general conditions, whatever such other general conditions may be called and whatever form they may have. Thereby are also included purchasing conditions and other general conditions of the Counterparty that are applied by the Counterparty. By accepting an offer or quotation made by or on behalf of Bayu The Label, by entering into an agreement with Bayu The Label, or by accepting products delivered by or on behalf of Bayu The Label, the Counterparty unconditionally accepts that these general conditions are applicable and that the applicability of other general conditions than those intended in this article is excluded.
8. Deviating provisions are only effective if Bayu The Label and the Counterparty have established such in writing and then only as regards the agreement for which the intended provisions have been established. Otherwise, these general conditions remain effective.
9. In case any provision of these general conditions were to be entirely or partially invalid, annullable and/or unenforceable, then this will not affect in any way the validity of any other provisions of these general conditions. If a provision of these general conditions were to be valid solely if it had a more limited scope or tenor, then this provision will automatically take effect with the most far-reaching or widest more limited tenor for or in which it does have validity.
4. RETENTION OF PROPERTY
1. The property of the delivered and ordered products is only transferred to the Counterparty as soon as it has fulfilled all its payment obligations that flow from the legal relationship with Bayu The Label.
2. The Counterparty will only have the right to resell the delivered products if full payment to Bayu The Label has occurred.
3. In case of inability to comply with the payment obligations, Bayu The Label has the right to reclaim the delivered products if possible and to claim the costs of recovery from the Counterparty.
1. Bayu The Label guarantees that the products are compliant with the agreement, with the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and with such legal provisions and/or government requirements as exist on the date of conclusion of the agreement.
2. The Counterparty will communicate complaints immediately after first discovery, in any event within 48 hours after receipt, to Bayu The Label in writing (by e-mail).
3. After submittal of a complaint, Bayu The Label must schedule an appointment with the Counterparty as soon as possible to resolve the complaint.
4. Repairs on products will be at the expense and risk of the Counterparty, unless it regards a repair within the warranty term.
5. Any entitlement to the warranty lapses, however, if third parties or the Counterparty have conducted activities, without the consent of Bayu The Label, on the product delivered with guarantee by Bayu The Label or have had conducted such by another party than Bayu The Label that the agreement was concluded with.
6. To products on which a discount of at least 50% of the initial sales price is provided, no warranty applies.
6. COMPLAINTS MECHANISM
1. Bayu The Label has a sufficiently publicised complaints mechanism and handles the complaint in accordance with this complaints mechanism.
2. Complaints about the implementation of the agreement must be submitted within a reasonable time, and in any case within 48 hours, fully and clearly described to Bayu The Label by way of the complaints form attached as appendix 1 to the General Conditions, after the Counterparty has identified the defects.
3. Complaints submitted to Bayu The Label are answered within a term of 14 days counted from the date of receipt. The Counterparty must grant Bayu The Label at least 4 weeks’ time to resolve the complaint through mutual consultation.
7. DELIVERY TERMS
1. Bayu The Label exerts itself to deliver the Products within the communicated delivery term at the Location. All delivery terms referred to by Bayu The Label have been determined to the best of their knowledge, based on the information known to Bayu The Label at the moment of issue of the term. The simple overrunning of a delivery term does not cause the default of Bayu The Label. If Bayu The Label foresees that the delivery term will be overrun, it will accordingly inform Buyer as soon as possible.
2. The costs of sending the Products to the location are borne by Bayu The Label. Buyer guarantees that the Products can be received at the location. Any possible costs for the changing of the location or for the failure to receive the Products are borne by the Buyer.
3. All Products remain the full property of Bayu The Label until all compensations owed for the delivered Products have been paid in full to Bayu The Label.
4. The risk of loss, theft, or damaging of the Products is transferred to Buyer at the moment when they are delivered on location.
8. FORCE MAJEURE
1. Considered as ’force majeure’ is: any circumstance, cause, or event, wherever occurring, arising, or transpiring, that impedes, renders impossible or unreasonably burdensome the correct, complete, and timely compliance with any undertaking of Bayu The Label temporarily or permanently, and which circumstance, cause, or event cannot reasonably be prevented by Bayu The Label or which lies completely or partially outside the sphere of influence of Bayu The Label. Also considered ’force majeure’ are the consequences of the circumstances, causes, or events referred to. Intended by force majeure in any event are the outage of networks for telecommunications and/or electricity, strikes end exclusion of workers or the threat of these and similar circumstances; weather conditions, company disruptions due to fire, accidents, or other occurrences and uncontrollable factors that affect the delivery time, such as manufacturing issues, air freight, and sea freight.
2. If Bayu The Label is prevented by force majeure from fulfilling any undertaking vis-a-vis the Counterparty and the situation of force majeure in the reasonable opinion of Bayu The Label is of a permanent or extended nature, parties can make an arrangement for the rescission of the agreement in accordance with the law and the associated consequences.
3. If Bayu The Label is prevented by force majeure from complying with any undertaking vis-a-vis the Counterparty and the situation of force majeure in the reasonable opinion of Bayu The Label is of a temporary or passing nature, Bayu The Label has the right to suspend the implementation of the agreement for the time being until the circumstance, cause, or event provoking the situation of force majeure no longer exists.
4. Bayu The Label has the right to claim payment in the matter of everything that has already been performed by or on behalf of Bayu The Label for the implementation of the agreement with the Counterparty before the circumstance, cause, or event resulting in force majeure occurred or became apparent.
1. Except in the event of wilful intent or gross fault on the part of Bayu The Label and/or to the extent it may flow differently from provisions of mandatory law regarding (product) liability, Bayu The Label is not held to refund any damage, of whatever nature, to the products delivered by Bayu The Label. This also includes consequential damage, whereby is intended in any case lost profit, costs incurred, missed assignments, missed savings, and marking and other promotional activities not having been able to take place at the time desired. The Counterparty expressly safeguards Bayu The Label against entitlements and claims based on or related to such damage. With due regard for what is stated elsewhere in this article, Bayu The Label is not liable in any event for damage or loss caused directly or indirectly by:
a. the inaccuracy and incompleteness of the information provided by the Counterparty and/or other information not deriving from Bayu The Label;
b. negligent behaviour of the Counterparty, of the staff of the Counterparty or other persons deployed by it, or of any other person on the part of the Counterparty with regard to goods delivered or services provided by or on behalf of the Counterparty.
2. Bayu The Label is not liable for damaging, discolouring, and other damage to the products due to the use of sun lotion by the Counterparty or because the Counterparty allows the products to be exposed to chlorine or other lotions and chemical substances that can impair the products in any manner. Nor is Bayu The Label liable for spots from deodorant, make-up, hair products such as hair lacquer and hair dye and spots from bodily fluids.
3. In addition, Bayu The Label is not liable for damage as a result of force majeure, as intended in article 7 of these general conditions.
4. If, despite the diligence of Bayu The Label, a security incident (data leak) occurs at Bayu The Label, at a third party or (sub-)processor deployed by it, then Bayu The Label is only liable if the security incident (data leak) has arisen due to them not having the security of their systems in order.
5. To the extent it is established in a legal procedure or in an arbitration procedure, or at least by way of mediation or a similar procedure, that Bayu The Label is unable to appeal to the liability limitation as mentioned in article 8.1 and/or 8.2, then Bayu The Label is only liable for normally foreseeable and avoidable shortcomings with regard to the goods delivered by or on behalf of them.
6. Without prejudice to the preceding, the liability of Bayu The Label is limited at all times to the damage caused directly, and limited at all times to the amount that Bayu The Label has stipulated and received in the context of the agreement, the assignment and/or the service from the Counterparty. In case of agreements, assignments and/or services that have a duration of more than one (1) year, or assignments or services that succeed each other for a period longer than one (1) year, a further limitation of the liability intended here applies, until a maximum of the amount stipulated and received by Bayu The Label from the Counterparty or any third party (in case of mediation) over the past year.
7. By direct damage is exclusively intended:
a. reasonable costs that Counterparty would have to incur to render the performance of Bayu The Label compliant with the Agreement; this replacement damage is not refunded, however, if the Agreement is dissolved by or upon injunction of Counterparty;
b. reasonable costs incurred to determine the cause and extent of the damage, to the extent the determination regards direct damage in the sense of this Agreement;
c. reasonable costs incurred to prevent or mitigate damage, to the extent Counterparty demonstrates that these costs have led to the mitigation of direct damage in the sense of the Agreement.
8. Payment by Bayu The Label (with due regard for the maximum intended in section 4 of this article) of the damage established is considered the only and full compensation of damage. Otherwise, the Counterparty indemnifies Bayu The Label expressly and entirely.
9. For any right to compensation to arise it is always required that the Counterparty reports the damage within 48 hours after occurrence, or otherwise forthwith after Counterparty has become aware or must be considered aware of the damage, in writing (by mail or e-mail) to Bayu The Label.
10. Without prejudice to what is established in this article, any claim for compensation of damages lapses after expiry of one year after the damage has manifested itself or was discovered or cold reasonably have been discovered.
Parties are obligated to observe the secrecy of all confidential information they have received from each other within the framework of the Agreement. Information is considered confidential if such has been announced by the other Party or if such flows from the nature of the information. In any case, all non-general information must be treated as confidential information.
11. INTELLECTUAL PROPERTY RIGHTS
1. All rights of intellectual property which the products delivered by Bayu The Label pursuant to an agreement lie with Bayu The Label and will continue to lie with them expressly. The commissioning and the acceptance by the Counterparty of the delivered products therefore explicitly does not constitute the transfer of the rights referred to.
2. The right of use granted is not transferable. The Counterparty does not have the right without the prior written consent of Bayu The Label to render public, sell, let, sub-license, dispose of, multiply, create copies of intellectual property rights, nor to provide them to third parties for any purpose whatsoever.
3. It is not permitted to the Counterparty to remove or change any indication regarding copyrights, brands, trade names, or other rights of intellectual property, also including indications regarding the confidential character and the secrecy of the intellectual property rights. The Counterparty guarantees that he will not do anything or refrain from doing anything that violates the intellectual property rights, renders invalid these rights and/or endangers the property of these intellectual property rights.
4. Bayu The Label cannot be held accountable in any manner with regard to the breach of any right of industrial or intellectual property or of any other exclusive right which is the result of any modification in or to products sold and/or delivered or services provided by or on behalf of Bayu The Label.
12. TERMINATION AGREEMENT
1. In case of the default of the Counterparty, and the Counterparty continues, despite written injunction by Bayu The Label, to fail to comply with its obligations flowing from the agreement concluded with Bayu The Label, Bayu The Label will have the right to cancel and/or rescind the agreement, without prejudice to the right of Bayu The Label to claim compensation of damages, to exercise the rights resulting from the retention of property, and to take other (legal) measures. The powers of Bayu The Label referred to in the preceding sentence are effective without prejudice to the right of Bayu The Label to demand, instead of cancelling and/or rescinding the agreement, compliance (whether or not including compensation of damages).
2. Bayu The Label will first point out the consequences of the rescission in writing to the Counterparty in the manners and to the mail address(es) known at Bayu The Label.
3. Without prejudice to what is stipulated in article 10 section 1, Bayu The Label will be able to cancel and/or rescind the agreement with the Counterparty with immediate effect in any case if:
a. the Counterparty is declared bankrupt, proceeds to cede assets, files an application for the suspension of payments, or if the Counterparty is granted (preliminary or definitive) suspension of payments or an attachment is placed on the entire assets of the Counterparty or on a part thereof;
b. the Counterparty, if it is a natural person, passes away or is placed in receivership, or the property of the Counterparty is placed under forced administration, or if a request is filed with regard to the Counterparty for the application of the law on debt restructuring ‘Wet Schuldsanering’, or if the Counterparty is suspected of participating in terrorist activities;
c. if the Counterparty is a legal person, the liquidation of the Counterparty is started, or if a claim for the dissolution of the Counterparty is filed or a decision for the dissolution regarding the Counterparty is or has been taken.
4. The unilateral (intermediate) cancellation of an agreement by the Counterparty is only possible if the agreement provides for such. If an agreement is cancelled or rescinded, the amounts owed by the client at the moment of cancellation or rescission to Bayu The Label will continue to be owed in full and becomes immediately exigible. The Counterparty will owe interest and costs in accordance with the provisions of these general conditions, without prejudice to the right of Bayu The Label to demand compensation of damage and to the other rights falling to Bayu The Label.
5. Without prejudice to what is stipulated in the other sections of this article, Bayu The Label has the right, in the event data and information required for the implementation of the agreement are not, not completely, not timely provided, or not in the right form, to Bayu The Label, or if the Counterparty otherwise is not compliant with its obligations, to suspend or discontinue the implementation of the agreement, or in sufficiently grave cases to cancel and/or rescind the agreement. In such case, the Counterparty will, without prejudice to the right of Bayu The Label to compensation of damage, in any case owe to Bayu The Label the applicable fee for what has already been conducted for the implementation of the agreement, while Bayu The Label in such case will furthermore have the right to apply additional charges relative to its customary rates.
1. Bayu The Label operates in accordance with the General Data Protection Regulation (in the following: GDPR) and only collects the personal data for which it has grounds to process. In addition, Bayu The Label will exert itself to comply with all relevant legislation and regulations regarding the processing of personal data. Bayu The Label will not process more personal data than what is necessary for the purpose for which it must process the personal data.
2. Bayu The Label procures sufficient organisational and technical security measures for an adequate security level of the personal data provided to it. The Counterparty can obtain information from Bayu The Label regarding the technical and organisational measures that were taken.
3. Also in case of the deployment of third parties, Bayu The Label imposes the obligation on the third parties deployed by it to comply with the GDPR and – to the extent necessary – it creates additional safeguards to be able to realize the security of the personal data.
4. Without permission, no personal data is shared with parties outside the EEA, unless Bayu The Label is legally obliged to do so or in the event Bayu The Label has permission for the processing of personal data outside the EEA, or in one of the situations in which the GDPR expressly allows such.
5. Bayu The Label makes clear arrangements with possible processors regarding the processing of personal data.
6. To the extent despite the organisational and technical measures taken a loss of personal data occurs (a security incident), Bayu The Label timely informs all relevant parties.
7. Bayu The Label will exert itself to minimise damage as a result of a security incident (data leak) and to the extent possible, make it undone.
8. A security incident (data leak) does not relieve the Counterparty of its obligations from the agreement with Bayu The Label, unless the Counterparty can prove and/or render plausible that there is a situation of gross fault or negligence on the part of Bayu The Label.
9. Security incidents (data leaks) that have occurred at one of the third parties deployed by Bayu The Label must be reported to Bayu The Label within 12 hours after discovery of the security incident (data leak), on pain of liability for the security incident and the consequences thereof. All relevant information regarding the security incident (data leak) must thereby be reported to Bayu The Label.
10. Bayu The Label will keep personal data no longer than necessary for the handling of the requests as well as for the proper administrative and financial processing of the requests of the Counterparty. Personal data will be kept longer if the Counterparty grants express permission for a longer retention period or is able to present the express consent of the data subject and the personal data is kept longer if the Counterparty is bound to observe a longer retention period pursuant to legal provisions.
11. On grounds of GDPR, the Counterparty of Bayu The Label has the right to peruse their personal data, the right to change personal data, the right to be forgotten, the right to data portability, and the right to information. The Counterparty of Bayu The Label can exercise the rights referred to above in the manner as indicated in the privacy statement of Bayu The Label. If clients of the Counterparty wish to exercise their privacy rights, then Bayu The Label will transmit such requests to the Counterparty.
14. DISPUTES AND APPLICABLE LAW
1. To all offers, agreements, and deliveries made or issued, entered into, conducted or executed by or on behalf of Bayu The Label, Netherlands legislation is applicable.
2. All disputes, also including those only considered such by one party, that flow from or are related to an agreement to which these general conditions are applicable or the implementation thereof and that cannot be resolved amicably, will be settled by the Court of Law in The Hague as the court of first instance, under the proviso that if a certain court has been designated as competent pursuant to mandatory law, the dispute will be settled by the court thus designated as the court of first instance, and all matters without prejudice to the right of Bayu The Label to place attachments and to take or have taken other preliminary measures in those places and before those judicial institutions where it appears desirable to Bayu The Label.
SPECIAL PROVISIONS REGARDING THE CONSUMER
In this chapter is intended by:
“Buyer”: the Consumer.
“Consumer”: every natural person who does not act from the exercise of a profession or business and enters into a distance agreement with the entrepreneur.
“agreement”: the Distance Agreement as intended in article 2 section 1 sub c.
15. THE OFFER
1. All offers are valid for […] calendar days, unless it is expressly evinced otherwise by the offer. The offer lapses legally if it is not accepted by the Consumer within the established term.
2. The offer contains a description with the greatest possible detail of the products offered. The description is sufficiently detailed to enable the Consumer to make a proper assessment of the offer. Apparent mistakes or apparent errors in the offer do not bind Bayu The Label.
3. If Bayu The Label makes use of pictures, these are a faithful depiction of the products offered. Bayu The Label has done everything it can to render the colours and pictures of the products as accurately as possible. Bayu The Label cannot guarantee that the depiction of any colour whatsoever at the Consumer is correct.
4. Each offer contains such information that it is clear for the Consumer what rights and obligations he has if he proceeds to accept the offer.
16. ADOPTION AGREEMENT
1. The agreement is adopted at the moment of acceptance of the offer by the Consumer and when the conditions thereby established have been met.
2. If the Consumer has accepted the offer through electronic channels, Bayu The Label forthwith confirms through electronic channels the receipt of the acceptance of the offer. As long as the receipt of this acceptance has not been confirmed by Bayu The Label, the Consumer can rescind the agreement.
3. It is permitted to Bayu The Label to establish additional conditions for the implementation of the order and/or delivery of the products. Such additional conditions must be communicated forthwith and clearly to the Consumer.
4. Bayu The Label takes appropriate organisational measures to secure the electronic transmission of personal data and other relevant information of the Consumer that the Consumer fills out upon ordering through the web shop. Bayu The Label takes care of the availability of a safe internet- and web-environment.
5. Upon confirming the receipt of the acceptance of the Consumer, Bayu The Label sends along the following information, in writing or in such a manner that it can be stored in an accessible way by the Consumer and on a durable information carrier:
a. The e-mail address of Bayu The Label that the Consumer can address for complaints or other questions regarding the order;
b. The conditions under and the manner in which the Consumer can exercise the right of revocation, or otherwise a clear statement concerning the right of revocation being excluded, as well as the inclusion of a standard form for revocation;
c. The information on guarantees and available service after ordering;
d. The price of the product including the applicable tax rate;
e. To the extent applicable, the shipping costs;
f. The mode of payment, shipping, or implementation of the Distance Agreement.
17. THE PRICE
1. All prices of products listed by Bayu The Label always are subject to printing and typing errors and for consumers inclusive of VAT. It applies for retailers that the prices of products are exclusive of VAT.
2. The prices listed in the offer at the moment of ordering are the valid final prices.
3. Prices of products can be periodically indexed again.
4. The prices of products within the term of an offer are not increased, unless Bayu The Label is confronted with legal modifications and increases, such as an increase of VAT rates.
1. The following modes of payment are offered by Bayu The Label: Amex, Apple Pay, Ideal, Klarna, credit card, and PayPal.
2. It is also permitted to Consumer to settle the payment by way of a bank transfer; in such case products are delivered after payment has been received by Bayu The Label.
3. All products are paid forthwith upon making the order by the Consumer by way of the available payment modes, unless the option to pay through Klarna is selected.
4. In derogation to section 3 of article 7, the Consumer must in case of payment through Klarna settle the amounts due within 14 days after delivery of the products. The Consumer must also accept the general conditions of Klarna that are provided when making a payment with Klarna.
5. The Consumer is under the obligation to report without delay any possible inaccuracies in payment information provided or stated to Bayu The Label.
6. If the Consumer does not timely fulfil his payment obligation(s), he will be declared in default by Bayu The Label and given the opportunity to still proceed with payment within 14 days.
7. If the Consumer, after he has been declared in default in conformity with section 6 of article 7 of these general conditions, has not yet paid the invoices within the 14 additional days, the Consumer owes the statutory interest over the amount still due. Bayu The Label additionally has the right to bill the extrajudicial collection costs incurred by him. These extrajudicial collection costs are determined by law and amount to a minimum of € 40.
19. DELIVERY PRODUCTS
1. The place of delivery is the address the Consumer has submitted to Bayu The Label upon ordering.
2. If delivery is delayed or if an order cannot or can only partially be carried out, Bayu The Label notifies the Consumer concerning. The Consumer must declare the default of Bayu The Label in writing, whereby a reasonable term of at least 10 business days is granted to still deliver the products ordered. In case Bayu The Label does not proceed with delivery within this term, the Consumer has the right to rescind the agreement free of charges and to receive a refund for the amount the Consumer has already paid.
3. Bayu The Label is not bound by a delivery term that due to circumstances outside its control can no longer be met.
20. RIGHT OF REVOCATION
1. The Consumer can rescind an agreement regarding the purchase of a product during a reflection period of 14 days following receipt without stating grounds. Bayu The Label may ask the Consumer for the reasons for revocation, but the Consumer is not obliged to state a reason.
2. The reflection period referred to in the preceding section enters into effect on the day after the Consumer, or a third party previously designated by the Consumer who is not the forwarder, has received the product, or:
a. If the Consumer has ordered several products on the same order: the day on which the Consumer or a third party designated by him has received the last product. Bayu The Label may, on condition it has informed the Consumer in a clear manner prior to the order process concerning, refuse an order of several products with varying delivery times or orders of products that are no longer in stock;
b. If the delivery of a product consists of various shipments or components: the day on which the Client or a third party designated by him has received the last shipment or the last component;
3. If Bayu The Label has not provided the Consumer with the legally obligatory information regarding the right of revocation, as attached to these General Conditions as appendix 4, the reflection period ends twelve months after the end of the original reflection period as established in accordance with the preceding sections of this article. Upon provision of this information within twelve months after the effective date of the original reflection period, the reflection period expires 14 days after the day on which the Consumer has received that information.
4. It is not permitted to the Consumer to revoke the agreement if:
a. The products have been worn, used, or altered in any manner;
b. The price tags and/or labels have been removed from the products;
c. The products no longer have the hygienic strip or other type of sealing.
A condition for this is that Bayu The Label has stated these exclusions from the right of revocation clearly and timely before conclusion of the agreement.
21. OBLIGATIONS OF CONSUMER DURING THE REFLECTION PERIOD
1. During the reflection period, the Consumer will handle the product and the packaging with care. He will only unwrap or use the product to the extent necessary to determine the nature and characteristics of the product. The principle thereby is, that the Consumer may only handle and inspect the product as he would at a store. The Buyer who is a Consumer may try on the products with due regard for hygiene. It is prohibited to the Consumer to engage in activities with the products, such as walking, swimming, washing (with) the bikini (on), sports, going to the beach, and activities that are reasonably in line with the aforementioned activities.
2. It is not permitted to the Consumer to remove price tags, labels, and/or hygienic strips when trying on the products.
3. The Consumer is only liable for the reduction of value of the product that is the result of a manner of handling that goes beyond what is permitted in section 1 or in the event of conduct in violation of section 2.
4. The Consumer is not liable for the reduction of value of the product if Bayu The Label has not provided him with all legally obligatory information concerning the right of revocation before or upon adoption of the agreement.
22. EXERCISE OF THE RIGHT OF REVOCATION BY THE CONSUMER AND THE COSTS THEREOF
1. If the Consumer exercises his right of revocation, he communicates such within the reflection period by sending an e-mail to email@example.com from the same e-mail address that was used for the order, specifying RETURN #order number and/or by way of the standard form for revocation or in another unambiguous manner to Bayu The Label and/or by filling out the order number on the page ‘return manager’ of Bayu The Label: www.bayuthelabel.com.
2. As soon as possible, but within 14 days as from the day following the report intended in section 1, the Consumer sends back the product. The Consumer has observed the return shipping term in any event if he sends back the product before the reflection period has expired.
3. The product must be sent back in its original state and in the original packaging, including all accessories.
4. The Consumer makes sure that all reasonable and clear instructions as were provided by Bayu The Label were followed when sending back the product.
5. The risk and the burden of proof for the correct and timely exercise of the right of revocation lies with the Consumer.
6. The Consumer bears the direct costs of sending back the product.
23. OBLIGATIONS OF BAYU THE LABEL IN CASE OF REVOCATION
1. If Bayu The Label enables the reporting of a revocation by the Consumer in an electronic manner, it sends a confirmation of receipt immediately upon receipt of such report. Also in the event Bayu The Label has received the product, it reports such to the Consumer while specifying the term for the refunding of the product.
2. Bayu The Label refunds all payments of the Consumer, including any possible shipping costs (and not the costs for the return shipment) if all products are sent back, without delay though within 14 days following the day that the Consumer reports the revocation to them. Bayu The Label may wait with refunding until they have received the product back or until the Consumer proves that he has sent back the product, depending on what moment occurs sooner.
3. Bayu The Label uses the same mode of payment for the refund that the Consumer used, unless the Consumer agrees with another method. The refund is free of charges for the Consumer. If the Consumer paid through Klarna, the sum for the returned product is credited. How long it takes before the money is on the account of the Consumer depends on the payment provider that the Consumer made use of upon purchasing.
4. If the Consumer has selected a more expensive delivery method than the cheapest standard method, Bayu The Label does not have to refund the additional costs for the more expensive method.
SPECIAL PROVISIONS REGARDING RETAILER
In this chapter is intended by:
- Retailer: the counterparty in the sense of article 2 section 1 sub b, that purchases clothing from Bayu The Label in order to subsequently offer these products through various sales channels on the Dutch and/or European and/or International market.
- Agreement: the agreement concluded between Bayu The Label and the Retailer in which parties have laid down their mutual rights and obligations with regard to the distribution of the products.
- Products: the products ordered by the Retailer.
24. Appointment Retailer
1. Through agreement Bayu The Label appoints Retailer as one of its non-exclusive distributors, which appointment is thereby accepted by Retailer. As a distributor, Retailer has the right to resell the Products through shops to Consumers.
2. Retailer will make clear at all times that he acts as an independent, autonomous party. The agreement does not aim to create a joint venture, agency, or employment relationship.
3. Retailer is not authorised to conclude agreements on behalf of Bayu The Label or to enter into and/or accept obligations or liabilities on its behalf vis-à-vis third parties.
25. Ordering of products
1. Retailer receives a line sheet or order sheet from Bayu The Label. Retailer fills in quantities as well as his name, last name, position, and a signature. Once filled out, the line sheet or order sheet is sent back to Bayu The Label. Bayu The Label subsequently sends a quotation or proforma invoice to Retailer. Retailer has 48 hours to modify quantities, counted from the moment that retailer has received the quotation or proforma invoice. If modifications have been established and processed, or in the event no modifications have occurred, Bayu The Label sends an order confirmation to Retailer.
2. The order has no minimum value and the shipping costs are not included, unless agreed otherwise.
3. In principle, all placed orders are accepted by Bayu The Label. If such is not the case, Bayu The Label will communicate this as soon as possible though in any event within 10 business days to Retailer. If the order is accepted, Bayu The Label will inform the Retailer on the planned delivery terms and Bayu The Label makes available the invoice electronically.
26. Obligations Retailer
1. Retailer will make sure that he will constantly be able to meet the demand of Consumers for the Products. This means that he will always place the orders for new Products from Bayu The Label on time.
2. Retailer must communicate any possible complaint of Consumers with regard to the Products immediately to Bayu The Label in order to consult regarding the steps that the Retailer can take to settle the complaints.
3. Retailer guarantees that he will not sell any Products to Consumers of whom he knows or suspects that they are involved in fraudulent practices and that he will take the required measures to prevent the theft, loss, or damaging of or fraud with the Products.
4. Retailer is obliged to take all actions and to refrain from everything as a good distributor is supposed to and will defend the interests of Bayu The Label to the best of his knowledge and ability.
5. Retailer will refrain from utterances and conduct that can have an adverse effect on the reputation and the goodwill of Bayu The Label and will act in accordance with all legal obligations. In addition, Retailer guarantees that he will not make inappropriate use of the Products.
6. Retailer will always sell the Products in the condition they are delivered in to him by Bayu The Label. Retailer does not have the right to apply modifications to the Products or the packaging thereof, or to sell the Products as separate components.
1. Bayu The Label grants Retailer the right for the duration of the Agreement to use the Intellectual Property Rights as are to be selected by Bayu The Label in his expressions for the purpose of the promotion and distribution of the Products. For name citations, the explicit permission for Retailer from Bayu The Label is required. For such use, Retailer will observe all instructions, indications, and requirements provided by Bayu The Label and will not apply changes to names, logos, materials, or packaging of Bayu The Label, will not cover these, and will not combine these with other brands, trade names, logos, or information from other parties.
2. Retailer will render his assistance for the promotional activities as indicated by Bayu The Label and will thereby make use of all materials and information that is provided to him for such purpose by Bayu the Label.
3. If Retailer himself has the intention to organise a promotional activity, he will propose these activities to Bayu The Label and only carry them out following the express prior written consent of Bayu The Label.
28. Obligations Bayu The Label
1. Bayu The Label will take all reasonable actions as can be required of it given the circumstances to enable Retailer to comply with his obligations pursuant to this Agreement, for example by providing sufficient material, information, and data to Retailer.
2. Bayu The Label is not subject to an obligation to take back Products that were not sold from the Retailer.
3. Retailer is not himself authorised without the written consent of Bayu The Label to offer solutions for defects or complaints to Consumers.
29. Fees and payments
1. For the purchase of the Products, Retailer owes the listed recommended prices. All prices are inclusive of VAT and exclusive of other levies, unless indicated otherwise.
2. For the provision of the distribution services, Retailer receives a fee to the amount of the discount established between him and Bayu The Label on the standard prices. Bayu The Label does not owe an additional compensation.
3. Bayu The Label will always bill the owed compensation for the Products after acceptance of the order placed by Retailer by way of an invoice to Retailer.
4. Retailer must pay the invoiced immediately (with a final deadline of 14 (fourteen) days).
5. In case of non- (timely) payment, Retailer will fall into default without requirement of any further default notice. In case of non- (timely) payment, Bayu The Label has the right to:
- bill the statutory commercial interest over the entire owed amount as from the date on which payment should have occurred until the date on which the amount owed is received by Bayu The Label; and
- after default notice, to hand over the claim for collection to a third party. In such case, Retailer is bound to pay, besides the principal and the statutory interest owed over it, compensation for all extrajudicial and possibly judicial costs, expressly in addition to such costs as may be established judicially. The amount of these costs is at least 15% of the principal, with a minimum sum of € 250 (two hundred-and-fifty euros).
30. Changes to conditions and rates
Bayu The Label has the right to modify the conditions of this Agreement, as well as the prices of the Products. Bayu The Label will implement such changes no sooner than one month after it is announced in writing or by e-mail to Retailer. If Retailer does not agree with such modification, he has the right to terminate this Agreement, in writing or by e-mail, as per the date on which the modification enters into effect.
31. Intellectual property rights
1. All IP-rights regarding the Products and the materials, information, and data made available by Bayu The Label to Retailer are the exclusive property of Bayu The Label.
2. Nothing from this Agreement aims at the transfer of any intellectual property right to Supplier.
3. All rights with regard to the IP-rights granted in license in the context of the Agreement to Supplier legally end at the moment that this Agreement, for whatever reason, comes to an end.
4. Supplier is never authorised to register any right regarding an object that is identical to or is confusingly similar to any object that is the subject of any IP-right, nor to file an application to such effect.
5. If Retailer suspects that a third party infringes on the IP-rights, he will forthwith inform Bayu The Label accordingly.
1. As an addition to article 9, the liability of Bayu The Label is limited as indicated in the underlying article.
2. Retailer safeguards Bayu The Label against all claims that are filed against Bayu The Label and that result from a shortcoming, regardless of whose part the shortcoming has occurred on.
SPECIAL PROVISIONS INFLUENCER/THE MODEL
In this chapter is intended by:
- Influencer: the counterparty in the sense of article 2 section 1 sub b, who posts and/or shares, without compensation or against payment (monetary or in kind), pictures of bikinis from Bayu The Label on social media.
- Model: the counterparty, in the sense of article 2 section 1 sub b, who is photographed in a bikini from Bayu The Label.
- Agreement: the agreement concluded between Bayu The Label and the Influencer/the Model.
- Work: the picture, video and/or text created by the Influencer and posted by the same on one or several social media websites in the context of the Agreement.
33. Remuneration, invoicing, and payment
4. The Influencer/the Model does not receive any compensation or remuneration (monetary or in kind) for the activities conducted by her in the context of the Agreement.
5. The remuneration is not billed if the Influencer/the Model for whatever reason is unable to implement the Agreement.
6. Travel and accommodation costs in principle are borne by Bayu The Label, unless parties have established otherwise.
7. The Influencer keeps count of the number of likes/views obtained by a Work, based on which the remuneration can be calculated.
34. Obligations of the Influencer/the Model
1. The Influencer will post the established number of messages and/or videos on the agreed platforms.
2. The Influencer observes the publication schedule specified by Bayu The Label. The Influencer must timely indicate if she cannot meet the deadline or suspects she is not able to meet the deadline.
3. If an Influencer has created and posted a Work, it must remain on-line for at least 60 days. The Influencer must thereby also maintain the profile in public mode for at least 60 days.
4. If Bayu The Label has provided the Influencer with products for the implementation of the Agreement, the Influencer is bound to return these products immediately after termination of the Agreement, free from defects and completely, unless it was established differently.
5. The Influencer is not authorised to have the Agreement or a part thereof carried out by a third party.
6. It is not permitted to the Influencer to conduct (on-line) activities that could damage the good name and/or reputation of Bayu The Label or of their products and/or services. Influencer is obliged after the end of the collaboration as well to refrain from actions or utterances than could damage the good name and/or reputation of Bayu The Label or of their products and/or services.
7. The Influencer will always inform Bayu The Label about all her (personal) developments and matters than could affect the career of the Influencer or the popularity of her social media account(s).
8. The Influencer is obligated to observe the policy, the guidelines or other rules/instructions of social media websites and the legislation applicable to such.
9. During the Agreement, the Influencer will not advertise for companies that operate in the same market segment as Bayu The Label.
1. Bayu The Label can reject the Work if it does not meet the requirements/specifications or if the deadline is overrun. The Work can also be rejected if it does not meet the standards of professional competence, functionality, or if it adversely affects a social issue.
2. If Bayu The Label rejects the Work, it will communicate such as soon as possible. After rejection, Bayu The Label does not owe any remuneration to the Influencer, unless the rejection cannot reasonably be blamed on the Influencer. In that case, parties will enter into negotiations about a reasonable compensation.
1. Bayu The Label will provide the material necessary to enable the Influencer to carry out the marketing services.
1. Bayu The Label is not liable for any possible claims which have arisen as a result of the activities of the Influencer/the Model. Nor is Bayu The Label liable for damage in any sense whatsoever that the Influencer/the Model incurs or for which the Influencer/the Model is held accountable by third parties and which is not the result of wilful intent or deliberate recklessness on the part of Bayu The Label.
2. Bayu The Label is not liable for the loss of, or damage to goods, belonging to the Influencer/the Model that she uses during the implementation of the Agreement or for personal injury that the Influencer/the Model incurs during the implementation of the Agreement.
3. The Influencer/the Model is liable for all damage that is the result directly or indirectly of not, not completely, not timely, or not properly complying with an obligation from the Agreement or other contractual or non-contractual obligations vis-à-vis Bayu The Label. The Influencer/the Model must compensate Bayu The Label for all damage that Bayu The Label incurs because the Influencer/the Model has acted in violation of the law, government regulations, directives, and instructions which were given by Bayu The Label.
4. Influencer safeguards Bayu The Label against any possible claims and/or fines, etc., flowing from actions or the failure to act on the part of the Influencer/the Model.
5. Bayu The Label points out to the Influencer/the Model, that the Influencer/the Model must procure the necessary insurances herself.
1. The Influencer/the Model must observe total secrecy with regard to all contacts Bayu The Label, the campaign, mutual communications, internal matters, remuneration, and the Agreement. This clause also remains applicable after termination of the Agreement.
2. Upon every violation of section 1, the Influencer/the Model forfeits an immediately payable fine of € 1500 and € 150 per day that the violation continues, without prejudice to the right of Bayu The Label to full indemnification.
39. Intellectual property
1. The Influencer/the Model transfers the intellectual property rights, also including portrait rights and copyrights, to Bayu The Label. In that context, it is permitted to Bayu The Label for example to print and render public the Work through the internet, television, and radio.
2. It is not permitted to the Influencer/the Model to sell the Work or to grant a third party a right of use to the Work. It is only permitted to the Influencer/the Model to publish the Work on one or several social media websites, as established in the Agreement.
3. The Influencer/the Model guarantees that the Work in no manner infringes upon third-party rights, including intellectual property rights such as copyrights, portrait rights, and brand rights. The Influencer/the Model safeguards Bayu The Label against claims by third parties concerning.
4. Bayu The Label reserves itself the right to have the Work that in any manner is substantively harmful to the brand removed from the medium on which it is published.
5. Bayu The Label reserves itself the right to use the Work as branding or promotional material.
40. Compliance with legislation
1. Upon publication of the Works, the provisions of advertising codes ‘Nederlandse Reclame Code’ and ‘Reclamecode Social Media’ must be observed. Upon publication of Works concerning the products or services of Bayu The Label, the Influencer/the Model must clearly state his/her connection with Bayu The Label, including the fact that the Influencer/the Model is paid for publishing such messages. The above disclosure must be clear and prominent and must be made in the communications posted by the Influencer/the Model about the products or services of Bayu The Label.
2. Influencer is responsible himself for declaration to the tax office and any possible (retroactive) taxation is borne by the Influencer/the Model.
41. Duration and termination
1. Unless established otherwise through the Agreement, the Agreement is adopted for a period of one year and will be extended automatically by a period of one year, unless parties indicate thirty days before not to be willing to renew the Agreement.
a. Article 10 of these General conditions is applicable to the termination of the Agreement between Bayu The Label and the Influencer/the Model.
SPECIAL PROVISIONS PHOTOGRAPHER
In this chapter is intended by:
- Photographer: the counterparty in the sense of article 2 section 1 sub b, who, without compensation or against payment (monetary or in kind) takes pictures of models in bikinis from Bayu The Label or of bikinis from Bayu The Label by themselves.
- Agreement: the agreement concluded between the Photographer and Bayu The Label.
- Works: pictures or other graphical products that the Photographer has made by order of Bayu The Label.
42. Obligations of the Photographer
1. The Photographer cannot be considered an employee, subordinate, or agent of Bayu The Label.
2. The assignment must be delivered by the Photographer against the date established through the Agreement.
3. The Photographer must observe the following work arrangements:
- Procedure for the selection of the locations
- Procedure for the selection of pictures
- Who is responsible for applying for permission from third parties to photograph places, buildings, persons, objects, etc.)
4. The Photographer commits himself to fulfil all obligations with regard to the taxes, social security contributions, or all other legally stipulated payments or obligations. The Photographer safeguards and indemnifies Bayu The Label for any demand or damage as a result of non-compliance therewith.
5. De Photographer is not authorised to have the Agreement or a part thereof by third parties.
6. It is not permitted to the Photographer to conduct actions (on-line) that could impair the good name and/or reputation of Bayu The Label or of its products and/or services. Also after the end of the collaboration Photographer is bound to refrain from actions or utterances that could damage the good name and/or reputation of Bayu The Label or of its products.
7. At the end of the conducted activities, the Photographer is obliged to forthwith make available all matters he has obtained and developed under his control from Bayu The Label in connection with the Agreement.
1. Bayu The Label can reject the Work if it does not meet the requirements/specifications, as established in the Agreement, or in the event the deadline has been overrun. The Work can also be rejected if it does not meet the standards of professional competence, functionality, or if it adversely affects a social issue.
2. If Bayu The Label rejects the Work, it will communicate such as soon as possible. After rejection, Bayu The Label does not owe any remuneration to the Photographer.
1. As a compensation for all intellectual property rights transferred in the Agreement with regard to the ordered Works and for the implementation of the assignment, the Photographer receives a compensation in kind, as established in the Agreement. To this purpose, the Photographer prepares an invoice which will be settled after approval of the delivery. Bayu The Label does not pay advance invoices.
2. The remuneration is not paid out if the Photographer is unable for whatever reason to carry out the Agreement.
3. Any possible travel and accommodation costs are borne by Bayu The Label.
1. The Photographer must observe total secrecy regarding all contacts with Bayu The Label, the campaign, mutual communications, internal affairs, remuneration, and the Agreement. This clause also remains applicable after termination of the Agreement.
2. Upon every violation of section 1, the Photographer forfeits an immediately payable fine of € 1500 and € 150 per day that the violation continues, without prejudice to the right of Bayu The Label to full indemnification.
46. Intellectual Property Rights
1. Bayu The Label has the intellectual property rights with regard to the matters provided to the Photographer and other information in the widest sense of the term.
2. After settlement of all payment obligations, Bayu The Label acquires the intellectual property rights, copyrights, and other rights of the pictures flowing from this Agreement and does not have to state the name of the Photographer when using these pictures. The name of the Photographer will, however, be stated on the website of Bayu The Label.
3. Bayu The Label has agreed with the persons appearing in the pictures in writing that they give their consent for the creation and development of the pictures. Bayu The Label also guarantees that it has established with the persons featuring in the pictures in writing that they waive their portrait right(s) and that they agree that Bayu The Label holds the copyright and other rights regarding the pictures.
4. Without the express prior written consent of Bayu The Label, it is not permitted to the Photographer to make available the matters provided and the results and/or products developed during this Agreement to third parties, or to use, process, multiply, and distribute them after the end of the activities conducted.
5. Bayu The Label has the right to publish the pictures resulting from this Agreement through on-line and off-line channels world-wide for promotional or branding purposes.
1. Bayu The Label is not liable for any possible claims arising as a result of the activities of the Photographer. Nor is Bayu The Label liable for damage in whatever sense incurred by the Photographer or for which the Photographer is held accountable by third parties and which is not the result of the wilful intent or deliberate recklessness of Bayu The Label.
2. Bayu The Label is not liable for the loss of, or damage to, goods belonging to the Photographer that he uses during the implementation of the Agreement or for personal injury that the Photographer incurs during the implementation of the Agreement.
3. The Photographer is liable for all damage that is the result directly or indirectly of not, not completely, not timely, or inadequately complying with an obligation from the Agreement or with other contractual or non-contractual obligations towards Bayu The Label. The Photographer must compensate Bayu The Label for all damage incurred by Bayu The Label because the Photographer has acted in violation of the law, government regulations, directives, and instructions that were issued by Bayu The Label.
4. The Photographer has taken out adequate insurance and will keep himself adequately insured for professional liability, corporate liability, all current risks of transport, regardless of whether this transport takes place by air, by railway, on the road, or through marine or inland navigation and for all other forms of liability that may flow from this Agreement.
48. Duration and termination
1. Unless established otherwise through the Agreement, the Agreement is adopted for a period of one year and will be automatically extended by a period of one year, unless parties indicate thirty days in advance that they are not willing to renew the Agreement.
2. Article 10 of these General conditions is applicable to the termination of the Agreement between Bayu The Label and the Photographer.
The Hague, April 2019
Bayu the Label
Deposited at the Chamber of Commerce under no. 61235903