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1. Supplier, scope and business status

Version 1.1 · Revised 15 October 2026.

These terms govern applications for and use of the luu.la B2B portal and business purchases from Luula Ltd., VAT No. LV41203064310, Ezeru laukuma 1, Talsi, LV-3201, Talsu novads, Latvia (“Luula”, “we”). Notices and product-safety reports must be sent to hello@luu.la.

“Partner” means the business or professional organisation identified in the application; “Products” means physical goods supplied by Luula; “Content” includes stories, sensory activity materials, images, audio, video and digital resources supplied or licensed by Luula. “Order” means an offer to purchase; “Contract” means an Order accepted by Luula.

The portal is for purchases in the course of business or professional activities only. The applicant confirms authority to bind the Partner and provides accurate company, contact, tax and delivery information. A private purchase does not become a business purchase merely by accepting these terms; mandatory consumer rights remain unaffected wherever they apply.

2. Application, acceptance and account security

By actively selecting the acceptance checkbox and submitting its application, the Partner accepts these terms for the application and any approved account. Registration does not guarantee approval, credit, stock or any particular discount. Luula may request business and VAT verification and accept or decline an application on lawful grounds.

The Partner must keep its details current, restrict access to authorised personnel and promptly report compromised credentials. The Partner is responsible for authorised account activity and losses caused by its failure to take reasonable security precautions; it is not automatically liable for incidents attributable to Luula.

3. Independent relationship and document priority

The Partner trades in its own name and at its own risk. No agency, franchise, employment, exclusivity or authority to bind Luula arises. Exclusivity, sales targets, consignment and special territories require a separate written agreement consistent with competition law.

Mandatory law prevails. Subject to it, individually agreed written terms prevail over the Order confirmation, which prevails over these terms. Product specifications and safety instructions supplement the Contract. Partner purchase conditions do not apply unless expressly accepted by Luula. A privacy notice explains data processing and does not replace contractual terms.

4. Orders and contract formation

Listings and quotations are invitations to place Orders unless expressly stated to be binding offers. An automated acknowledgement or payment receipt is not acceptance. A Contract forms when Luula sends an express Order acceptance or dispatches the Products, whichever occurs first. A pro forma invoice is acceptance only if it expressly says so.

Before acceptance, Luula may reject an Order or propose corrections to price, availability or specifications. Material changes require the Partner’s agreement. Accepted prices and specifications cannot be changed unilaterally. If an Order is not accepted, advance payments for it will be returned without undue delay. A manifest error is handled by agreement or applicable law, not by an unrestricted cancellation right.

5. Prices, taxes and payment

Unless stated otherwise, B2B prices are in EUR, exclude VAT, shipping, customs and separately disclosed charges, and apply only to the quantities and conditions quoted. Promotional and future price changes do not alter accepted Orders.

Payment is 100% in advance unless Luula approves credit terms in writing. Production or reservation may depend on cleared payment and approved specifications. The Partner bears its own bank charges. Any VAT exemption or zero rate applies only when all legal conditions and supporting evidence are satisfied; a VAT number alone is insufficient. Luula may correct tax treatment as legally required.

For overdue sums, Luula may charge the Latvian statutory commercial late-payment interest and legally recoverable collection costs, including the statutory fixed recovery amount where applicable. Luula may suspend affected unperformed obligations after notice and request reasonable security if there are objective grounds to doubt payment. The Partner must identify a disputed invoice promptly and pay undisputed amounts; legally protected set-off and withholding rights remain intact.

6. Delivery, risk and title

The Order confirmation specifies destination, shipping charges and any agreed Incoterms® 2020 rule and named place. Without an agreed Incoterm, risk passes when Products are physically delivered to the Partner or its nominated recipient. If the Partner independently appoints the carrier, risk passes upon handover to that carrier. Risk allocation does not excuse inadequate packaging or a pre-existing defect attributable to Luula.

Delivery estimates are not guaranteed deadlines unless expressly agreed as binding. Luula will notify material delays. If a reasonable additional delivery period expires without delivery, the Partner may terminate the affected undelivered part and receive the corresponding advance payment back, without prejudice to mandatory remedies. Reasonable partial deliveries may be made without materially increasing agreed total charges unless accepted by the Partner.

The Partner must arrange safe access and receipt. Installation, unloading equipment and disposal of packaging are included only when agreed. Documented reasonable redelivery or storage costs caused by the Partner’s unjustified failure to receive may be charged.

To the extent effective under applicable property and insolvency law, title remains with Luula until full payment for the relevant Products. Before title passes, the Partner must protect and identify them and must not pledge them. Resale in the ordinary course of business is permitted while payments are current. No right of forced entry or automatic assignment of resale receivables is created.

7. Delivery inspection, damage reports and evidence

7.1 Inspection by the Partner. The Partner must inspect the outer packaging and package count upon receipt, before signing where reasonably possible, and record visible damage or missing packages on the carrier's delivery record. It must inspect the Products as soon as reasonably possible after receipt. Where packaging shows damage, the affected Products must be unpacked and checked immediately, where safe, and within the two-business-day reporting period below. Keeping a carton unopened does not postpone the Partner's inspection duty. Inspection must be reasonable for the Product and must not damage it or unnecessarily break a protective seal where no damage is indicated.

7.2 Two-business-day notification. Visible packaging damage, apparent transport damage, missing packages and shortages discoverable by that inspection must be reported to hello@luu.la without delay and no later than two business days after receipt by the Partner or its business recipient. The report must include the Order or invoice number, delivery date, affected model and quantity, batch or serial number where available, a description of the damage and clear photographs of the outer packaging, shipping label, internal protection and affected Product. Do not delay initial notification while obtaining supplementary evidence. If photographs cannot reasonably be obtained, explain why and provide available alternative evidence. Business days mean Monday to Friday, excluding Latvian public holidays, counted from the day after receipt.

7.3 Preservation. Keep affected Products, relevant packaging, labels and evidence until Luula has provided reasonable inspection or disposal instructions. Do not continue using an unsafe Product, attempt unauthorised repairs, dispose of it or alter evidence. A failure to preserve evidence is assessed according to its effect on the investigation and applicable law; it is not automatic proof that the Partner caused the damage. No consumer is required by these terms to retain original packaging as a condition of statutory rights.

7.4 Hidden defects and delayed opening. Defects not discoverable through a timely reasonable inspection must be notified without delay after discovery. The Partner must explain when and how the issue was discovered and provide relevant storage, handling and use information. Opening a carton several months after delivery does not, by itself, establish that damage occurred in transit or make an otherwise observable defect a hidden defect. Conversely, late discovery alone does not establish misuse or fraud. No additional commercial warranty is granted by this procedure; applicable limitation periods and non-excludable conformity and recourse rights remain in force.

7.5 Consequences of delay. Where Latvian Commercial Law section 411 applies, failure to inspect or notify has the consequences prescribed by that section, subject to its exceptions. Otherwise, a breach of the agreed reporting duty is assessed under the Contract and applicable law. To the extent legally recoverable, the Partner is responsible for proven additional loss caused by its culpable failure to inspect, report or preserve evidence, including loss of an otherwise recoverable carrier claim. Such loss must be demonstrated; an expired carrier deadline does not automatically eliminate a valid product-defect claim or transfer every cost to the Partner. Luula must take reasonable steps to mitigate loss.

7.6 Direct delivery to a consumer. Where Luula ships directly to the Partner's consumer, the Partner must provide reasonable delivery-inspection guidance, request prompt damage reports and photographs, and forward any received report to Luula without delay and within two business days of the Partner becoming aware of it. The Partner is responsible for its own prompt forwarding and cooperation, not for guaranteeing that a consumer inspects within two business days. A consumer's late opening, missing delivery reservation or missing photograph does not automatically extinguish statutory rights. Consumer evidential presumptions apply in the relevant consumer relationship; any upstream claim against Luula must be assessed under the applicable B2B and mandatory recourse rules.

8. Product conformity, assessment and remedies

8.1 Conformity. Products must comply with agreed specifications and applicable mandatory safety and conformity requirements at the relevant time. Luula does not promise suitability for an undisclosed special purpose. Natural variations in wood grain, texture or colour and reasonable screen differences are not defects insofar as they remain consistent with agreed specifications, reasonable expectations and safety. This does not waive agreed essential characteristics.

8.2 Initial assessment. The Partner must first submit the claim and evidence under section 7. Luula may assess it remotely or arrange examination by a competent technician or specialist and, where reasonably necessary, an independent expert. A formal independent expert examination is not required for every claim. Depending on the issue, Luula may request the affected component, the whole Product or access for an on-site inspection. Luula will explain what is required and coordinate proportionate arrangements.

8.3 Authorised transport. Where Luula requires return of a Product or component for assessment, it will arrange collection or provide a prepaid label, or approve and reimburse a reasonable shipping cost in writing. The Partner must use the instructed destination and method and suitable protective packaging; equivalent safe packaging is acceptable where the original is unavailable. Do not send goods cash-on-delivery, arrange premium transport or incur third-party repair, inspection, storage or disposal charges on Luula's account without prior written approval, except for legally required or reasonably necessary urgent protective measures. Approval, collection or initial payment of assessment costs is not an admission of liability or a promise of a refund.

8.4 Findings and decision. Luula will assess the evidence without undue delay and provide a reasoned written response identifying the findings, the proposed remedy or the grounds for rejecting the claim. Where a specialist's report is relied on, the Partner will receive the relevant findings and reasons, subject to lawful confidentiality and data protection. The Partner may submit contrary evidence or seek review through the agreed dispute process. Luula's or its chosen specialist's opinion is not contractually conclusive. An inconclusive investigation does not automatically establish customer fault; the applicable burden of proof and evidential rules govern.

8.5 Remedies. For an established defect for which Luula is responsible, Luula may first provide repair or replacement within a reasonable time and without unreasonable inconvenience, except where applicable law requires another remedy. If these remedies are impossible, fail or another statutory ground applies, an appropriate price reduction or termination of the affected supply with repayment will be provided as required. A defect does not automatically entitle the Partner to a full refund or cancellation of unaffected Products. A price reduction must reflect the relevant loss of value and must not be arbitrary. Luula bears the reasonable necessary costs of the remedy for which it is responsible. No deduction for use or depreciation will be imposed where prohibited by applicable law.

8.6 Damage outside Luula's responsibility. Luula is not responsible to the extent a defect or damage was caused after risk transfer by misuse, impact, improper storage, unauthorised modification, incorrect assembly or failure to follow correct instructions. Normal wear is not a manufacturing defect. A causal connection must be established; these exclusions do not cover original defects, foreseeable risks for which Luula is responsible or mandatory liability. Transit damage is assessed according to section 6, the applicable carriage arrangements and the evidence; the description “mechanical damage” alone does not identify who caused it or when it occurred.

8.7 Costs of an unfounded claim. If evidence establishes that a claim falls outside Luula's responsibility because the Partner or its customer caused the damage, Luula may recover from the Partner reasonable, necessary and documented assessment and transport costs, but only where the relevant rates or estimate and the circumstances triggering reimbursement were disclosed and accepted in writing before those costs were incurred, or where otherwise recoverable under law. No automatic charge applies merely because no defect was reproduced, the cause remains uncertain or Luula rejects the claim. Return of the assessed goods or a paid repair will be agreed with the Partner; Luula will not dispose of goods or carry out chargeable repairs without authority or another lawful basis. Any recovery from a consumer must independently comply with consumer law and is not authorised by this B2B clause.

9. Change-of-mind returns, personalised goods and Order cancellation

9.1 No B2B change-of-mind right. Genuine B2B purchases carry no contractual 14-day withdrawal right. Conforming Products, unsold stock, samples and display models cannot be returned to Luula simply because the Partner or its customer no longer wants them. Any exceptional stock return requires Luula's prior written agreement specifying the Products, return address, condition, shipping arrangements and any handling charge or credit.

9.2 Consumer returns remain with the retailer. Where the Partner is the seller to the end customer, it must receive change-of-mind returns at its own warehouse or another return location it has arranged and notified to its customer. Such Products remain the Partner's stock and commercial responsibility. The consumer's withdrawal or the Partner's voluntary return policy does not entitle the Partner to return conforming Products to Luula, cancel the corresponding B2B purchase, obtain a refund or credit note, or charge Luula consumer-refund, delivery, return, storage or resale costs. This applies equally where Luula originally dispatched the Product directly to the customer on the Partner's behalf. The Partner must not nominate Luula's address as its general consumer returns address without Luula's prior written consent. The allocation of costs between the Partner and its consumer is governed by applicable consumer law.

9.3 Personalised and customised Products. Conforming Products manufactured to individually agreed specifications or clearly personalised are not eligible for change-of-mind return to Luula. The Partner must approve dimensions, names, artwork, finishes and other individual specifications before production. Luula is not responsible for an error in Partner-approved specifications where it accurately fulfils them, except where Luula is otherwise responsible under law. In the Partner's consumer sales, the statutory personalised-goods exception may be used only where its legal conditions are actually met; merely ordering a standard Product from a supplier after receiving a customer order does not make that Product personalised.

9.4 Accepted Orders. Cancellation or alteration of any accepted Order, whether standard, made-to-order, customised or personalised, requires Luula's prior written agreement unless the Partner has a legal or express contractual termination right. The Partner cannot cancel its Luula Order merely because its own customer has cancelled. Any agreed cancellation may require payment of documented, reasonable, unavoidable costs and other legally recoverable losses, after deducting savings and recoveries. Advance payments are not automatically forfeited; amounts retained must have a contractual and lawful basis, with any balance refunded as applicable.

9.5 Defects remain separate. These change-of-mind restrictions do not exclude claims for non-conforming or incorrectly supplied Products, Luula's breach, mandatory consumer or upstream recourse rights, or product-safety recalls. Personalisation does not exempt a defective Product from the applicable remedies.

10. Partner's customer service and upstream claims

The Partner is responsible for its own sales contract, advertising, taxes, customer service and legally required consumer information and remedies. It must not present B2B inspection deadlines or return restrictions as limits on consumers' statutory rights. Direct shipment or Luula's assistance with assessment does not by itself make Luula the seller under the Partner's consumer contract.

The Partner must promptly notify Luula of a claim potentially attributable to Luula and provide proportionate evidence, including the original supply reference, customer delivery date, reported issue and remedy sought. A customer complaint, refund or a presumption applicable between the retailer and consumer does not by itself establish that every related cost is recoverable from Luula. Upstream responsibility must be assessed according to the relevant facts, applicable law and these terms, preserving any mandatory recourse rights.

Except for mandatory deadlines or urgent safety measures, the Partner must allow Luula a reasonable opportunity to assess and remedy before incurring costs on its behalf. The Partner may not bind Luula to additional warranties, admissions, settlements or customer compensation without authority. Voluntary goodwill payments, broader retailer guarantees and unauthorised upgrades are not automatically reimbursable. The Partner must not delay legally required consumer remedies while awaiting a B2B decision. Any reimbursement must avoid duplicate recovery and account for sums already recovered from a carrier, insurer or other responsible party.

11. Safety and regulatory responsibilities

Each party must fulfil the legal duties attached to its actual role as manufacturer, importer, distributor or other operator. These terms do not transfer Luula’s statutory obligations to the Partner. Luula will provide the product information and compliance documentation it is required to supply; the Partner must check required accompanying information before resale and must not sell a product it has reason to believe is unsafe or non-compliant.

The Partner must preserve product identity, batch information, warnings and instructions, use appropriate storage and transport, and provide legally required information in the destination market’s required language. Online offers must display required manufacturer/responsible-person details, product identification and warnings. Do not add CE marking to a product for which it is not legally applicable or describe a product as certified without evidence.

Product-specific rules apply where relevant, including toys, chemicals, textiles, electrical or radio equipment, batteries, furniture and other regulated categories. No general statement in these terms certifies every Product for every use, age group or country. If required information for an intended market is missing, suspend that offer and contact Luula before sale.

12. Incidents, traceability and recalls

For any suspected serious safety incident or dangerous Product, stop the affected sales and use, secure remaining stock and inform Luula without delay, operationally within 24 hours of awareness. Do not postpone legally required reporting or protective action while awaiting Luula’s reply. Both parties must cooperate with authorities and with proportionate withdrawals, recalls and customer communications.

Keep supply-chain and batch records for the legally required period, and otherwise for six years after supply, subject to data-minimisation rules. Provide relevant records promptly for a safety investigation. Neither party may conceal safety complaints or destroy evidence. Necessary corrective-action costs are allocated according to legal responsibility, causation and any valid agreement; the Partner is not automatically liable for all recall costs.

13. Children, sensory activities and professional settings

Age, load, assembly, supervision and intended-use restrictions in each Product’s instructions must be observed. The Partner must not advertise a Product for sleep, climbing, mouthing, outdoor use, public play areas or intensive institutional use unless its documented intended use covers that activity.

Sensory stories and suggested activities are educational or recreational unless expressly documented otherwise. They do not promise a particular developmental outcome or constitute medical diagnosis, treatment or individual therapeutic advice. Do not claim that a Product or story treats autism, ADHD, anxiety or another condition without lawful substantiation and any required regulatory status.

For professional sessions, the Partner must assess the setting and participants, arrange appropriate adult supervision, follow safety instructions and stop an activity causing distress or risk. Content never overrides physical-product warnings. This does not relieve Luula of responsibility for safe design, lawful claims or reasonably foreseeable use.

14. Digital content and sensory stories

Physical-product purchase does not transfer copyright or automatically include subscriptions, source files, custom story creation or perpetual online access. Included Content, duration, user limits, languages, technical requirements and any price must be stated before the relevant Contract. Paid recurring services require a separate express agreement specifying renewal and cancellation.

Unless an offer grants broader rights, the Partner receives a non-exclusive right to access supplied Content and use it internally to understand or demonstrate the associated Products. Transfer to end customers is permitted only through designated shareable links, authorised copies or activation codes. Paid group sessions, reproduction, translation, adaptation, separate resale, sublicensing or public distribution require an express licence; statutory exceptions remain unaffected.

Luula will not materially withdraw promised paid Content during its agreed term without a lawful basis and an appropriate remedy. Where digital elements are necessary for a Product’s contracted functionality, the agreed functionality and mandatory update and conformity obligations remain applicable. If AI-assisted features are offered, their permitted use and data arrangements must be disclosed separately; this clause does not itself authorise processing children’s data.

15. Branding and marketing materials

Luula and third-party rights holders retain their intellectual property. Authorised Partners may use approved product images, descriptions and marks solely to promote genuine Products during the relationship, subject to the scope of Luula’s rights. Preserve accurate brand and model identification; faithful descriptive translations are permitted but must not alter safety information or make unsupported claims.

Do not register confusing domains, social handles or marks, imply exclusivity or official agency, or use supplied assets to promote unrelated goods. Material edits to branded assets require permission. No licence to manufacture copies or use Content to train AI models is granted. After termination, stop claiming current authorised-partner status; lawful resale of genuine stock and truthful identification remain subject to applicable IP-exhaustion rules.

16. Resale pricing and competition

The Partner independently determines resale prices and discounts. Recommended prices are non-binding; no minimum advertised or resale price is imposed. These terms do not prohibit lawful passive sales, cross-border sales or effective internet selling. Any separate distribution restriction must be specifically agreed and comply with competition law. Safety, sanctions and objectively applicable destination requirements remain binding.

17. Confidentiality

Protect non-public wholesale prices, access credentials, unreleased designs, business plans and confidential technical material; disclose them only to personnel or advisers who need them and are bound by appropriate confidentiality. Information lawfully public, independently developed or lawfully received without restriction is excluded. Required disclosures to authorities, courts or professional advisers are permitted. This obligation lasts three years after the relationship ends, and for trade secrets while legally protected.

18. Personal data and direct shipping

Each party must comply with applicable data-protection law and use personal data only for lawful, necessary purposes. Luula’s privacy notice describes its processing. The Partner must have a lawful basis and provide appropriate information before sharing customer delivery data. Do not supply children’s profiles, health information or other sensitive information through ordinary B2B forms.

Roles depend on actual processing. If one party acts as processor for the other, a compliant processing agreement must be concluded before that processing begins; where they jointly determine purposes and means, the required joint-controller arrangement must be made. Acceptance of these terms is not consent to optional marketing. Optional marketing and cookies must be handled separately where required.

19. Destination obligations, packaging and export

Each party must meet any applicable packaging, extended producer responsibility, waste, battery, electrical-equipment, customs and sanctions obligations arising from its actual activities and markets. A Contract may allocate performance and cost where lawful but cannot remove statutory responsibility. The Partner must disclose intended non-EU destinations and intended uses materially different from those documented; any required additional compliance must be settled before supply. Neither party must perform a prohibited transaction.

20. Liability and third-party claims

Subject to the exceptions below and to the extent permitted by law, Luula’s aggregate contractual and non-contractual liability arising from an affected Order is limited to the net price paid or payable for that Order. For account-related claims unrelated to an Order, the limit is the greater of EUR 1,000 or the net amount paid to Luula in the preceding 12 months. To the same extent, Luula is not liable for loss of profit, revenue, business opportunity or indirect or consequential business loss.

These exclusions and limits do not apply to fraud, intentional misconduct, gross negligence, death or personal injury for which Luula is liable, mandatory defective-product liability, non-excludable statutory recourse, or any liability that cannot lawfully be limited. They do not reduce an agreed repayment, repair or replacement obligation, or mandatory safety and recall duties.

The Partner must reimburse Luula for reasonable proven third-party liabilities and necessary defence costs to the extent caused by the Partner’s culpable breach, unlawful claims, unauthorised modifications or infringement. Luula must give prompt notice, permit reasonable participation in the defence and mitigate loss. No reimbursement is due for Luula’s own responsibility; settlements affecting the Partner require its consent, not unreasonably withheld. No duplicate recovery is permitted.

21. Force majeure

Neither party is liable for delay to the extent caused by an event beyond its reasonable control that could not reasonably be prevented or overcome. The affected party must promptly explain the impact, mitigate it and resume performance. Ordinary price increases, lack of funds or an avoidable supplier failure do not alone qualify. If the event substantially prevents performance for more than 60 days, either party may terminate the affected unperformed portion; Luula must refund advances for goods or services not supplied. Accrued payment obligations remain due.

22. Suspension and termination

Either party may end the account relationship on 30 days’ written notice. Luula may suspend immediately where reasonably necessary for safety, unlawful conduct, material security risk or serious payment default. For another remediable material breach, allow 14 days after written notice to remedy before termination. Insolvency-related rights apply only as permitted by law.

Termination does not automatically cancel accepted Orders or remove accrued claims, confidentiality, limited IP rights, data obligations, traceability or safety cooperation. Unperformed Orders may be ended only under their applicable terms or law. No compensation for expected future business arises solely from lawful termination of the account relationship.

23. Changes, notices and severability

Luula may propose changes with at least 30 days’ advance notice and access to a downloadable version. Material changes require express acceptance before further Orders or continued substantive account services; merely visiting the site is not acceptance. Changes do not retrospectively alter accepted Orders. Mandatory legal changes apply as required by law.

Notices may be sent to the business email recorded in the account and Luula’s contact in section 1, in a form that can be retained. A failed delivery message is not proof of receipt. Invalid provisions are severed only to the extent necessary without making an unlawful clause enforceable by assertion. No waiver arises solely from delay in exercising a right.

24. Governing law, courts and language

These terms and Contracts are governed by Latvian law, subject to overriding mandatory rules. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The parties will first try to resolve disputes by written discussion; this does not prevent urgent relief or timely proceedings.

To the extent a valid jurisdiction agreement is permitted, the courts of the Republic of Latvia have exclusive jurisdiction, with territorial jurisdiction determined by Latvian procedural law. The Partner expressly accepts this clause through acceptance of the downloadable terms. The English version prevails between business parties in case of inconsistency with a translation, except where mandatory law requires otherwise.