Terms & Conditions
EFFECTIVE DATE: MAY 21, 2021
The following terms and conditions (“terms and conditions”) apply to the offer and sale of items either: (1) through the order form sent by supplier to buyer on request, or (2) by any other means, be it by electronical means, in writing or by telephone, as long as the contact between parties has resulted in a binding offer made by the buyer.
1 . IDENTIFICATION OF THE SUPPLIER
editions hommes C.V. limited partnership company
Keizersgracht 391 A
1016 EJ, Amsterdam, the Netherlands
Chamber of Commerce number: 74296914
VAT number: NL8598.43.12.B01
2 . DEFINITIONS
supplier: the limited partnership company editions hommes C.V. and all affiliated companies (“we”, “us”, or “our”);
buyer: a company or corporation or the professional representative thereof who acts in the course of his profession and who contacts the supplier in connection with a possible contract to be concluded or who has concluded a contract with the supplier (“you”, or “your”);
offer: any offer made by the supplier for the sale and delivery of products on the website, newsletters and/or order-forms;
order: any order placed via an order-form by the buyer for the sale and delivery of products by the supplier to the buyer;
orderform: the form necessary to place an order by the (potential) buyer with the supplier and sent by supplier to buyer on request;
contract: the contract as concluded between supplier and buyer in mutual acceptance of comply with present terms and conditions when the supplier receives a by buyer completed order(form) by electronic means and/or in writing. (“sales agreement”, or “order confirmation”)
item(s): the items(s) sold and/or delivered by the supplier to the buyer;
electronic means: email transmission, facsimile transmission or other similar electronic means of communication providing evidence of transmission acceptable to the sending party and the receiving party;
parties: the supplier and the buyer jointly;
terms and conditions: present general terms and conditions;
website: the website www.editionshommes.com, used by the supplier to present its brand and its products, among other things.
3 . APPLICABILITY
3. 1 The present terms and conditions are applicable to all the offers, sales and deliveries made by the supplier, unless otherwise explicitly agreed in writing and/or by electronic means by us. Present terms and conditions may be modified at any time. The date of the latest update can be found at the top of this page. Your order will always be subject to the terms and conditions that apply at your order date. We recommend you to print or download a copy of these terms and conditions for future reference.
3. 2 The terms and conditions applicable to an order shall be the ones published on the website at the time you place an order with us. Pursuant to applicable laws relating to e-signature, the placing of an order as detailed below shall be deemed electronic signing and evidence of the order, the amount due and of the acceptance of present terms and conditions. In any case the present terms and conditions will be attached to an order-form and the concluded contract, in print and/or by electronic means.
By placing an order with the supplier, the buyer accepts the present terms and conditions.
3. 3 In case of contradiction between the general terms and conditions of the buyer and the present general terms and conditions, the present general terms and conditions shall be applicable and have priority over the buyer’s terms and conditions.
3. 4 No offer, promise of sale or contract, whether or not in accordance with the present terms and conditions, shall be valid unless confirmed by electronic means and/or in writing.
4 . OFFERS, ORDERS AND FORMATION OF CONTRACT
4. 1 All offers made by supplier, in whatever form, are subject to contract. They will not bind the supplier and only serve as an invitation to place an order, unless otherwise stated by the supplier in writing. This also applies to all newsletters, order-forms, catalogues, brochures, price lists and such like published by the supplier.
4. 2 The buyer makes a binding offer and accepts therewith the supplier’s offer and to comply with the present terms and conditions by completing and returning an order-form to supplier.
4. 3 The contract is concluded consequently. We are entitled to accept or not to accept your offer without stating reasons.
4. 3 Shortly after you submit an order, you will receive an e-mail confirming receipt of your order on your provided e-mail address. In accordance with the provisions of Dutch law, the email confirming receipt of your order contains a summary of the present terms and conditions, information on the essential characteristics of the purchased products, a detailed indication of the price and means of payment, an estimated delivery time and information on delivery charges.
4. 4 We will take all reasonable professional care to ensure that all details, descriptions, images of items appearing on the website, order-form, newsletter, price lists and/or promotional material are correct at the time when the relevant information was published; however, to the extent permitted by applicable law, we do not warrant that said details, descriptions, images of products are accurate, complete, reliable, current, or error-free, and however as accurate as possible, only serve as indications. The buyer cannot derive any rights therefrom.
4. 6 Any subsequent additional agreements or changes as well as agreements and/or promises (verbal or otherwise) made by staff members of the supplier or made on the supplier’s behalf by sellers, agents, representatives or other intermediaries, will only bind the supplier if and insofar as these have been confirmed by electronic means and/or in writing by supplier (or by persons authorized to do so).
5 . PAYMENT
5. 1 Unless otherwise stipulated in the concluded contract, the full amount due must be settled in one transaction within 24 hours or within 1 (one) working day upon receipt of the confirmation of your order.
5. 2 In case of delay in payment by you, the full amount is due and is, ipso jure and without the necessity of a reminder, not limited to the procedural court costs due for pursuing the claim through legal proceedings with the assistance of a lawyer.
5. 3 If you wish to cancel your order, which you cannot do unless explicitly authorised by electronic means by the supplier, damages are due, being the full amount due as stated in the concluded contract between parties, plus the costs as stated in article 5.2.
6 . PRICES
6. 1 All prices stated by or agreed with the supplier are in euros. All prices and their constituent elements shall be specified in the order form and in the contract, including vat, the mandatory minimum reselling price per item (retail price).
6. 2 The buyer may sell the items purchased from the seller in the normal course of his business as reseller, but exclusively on the condition that you thereby maintain a selling price that is at least equal to the minimum selling price as set by us for of each and every item we supplied you with and as these minimum retail prices were stated in the order form and in the contract.
7 . DELIVERY AND SHIPPING
7. 1 We deliver your ordered items within 56 (fifty-six) days of receipt of your payment, unless a different delivery period has been agreed upon by parties through electronic means and/or in writing.
7. 2 Based on our stock and that of our suppliers at the time of receipt of your order, we will determine a delivery period that we shall specify in the contract. We will take all reasonable professional care to ensure that the term of delivery as stated in article 7.1 is observed. Nevertheless, both terms of delivery as stated in article 7.1 and in 7.2 are only approximate and do not bind us. A delivery that exceeds the indicated delivery time does not entitle you to cancel the contract or to claim damages.
Notwithstanding the foregoing, if we have not dispatched your order within 70 (seventy) days of receipt of your payment, you shall be entitled to reclaim, at your option, the full amount you paid for the pertaining order.
7. 3 We maintain a fixed shipping charge for buyers located in the E.U independent of the amount of items ordered. For buyers outside the E.U. additional shipping costs apply. The total shipping charge shall be borne by the buyer and is indicated on the order confirmation. Once your order is manufactured and ready for dispatch, we will notify you by email. You can access a tracking number that will allow you to track the status of your order online.
7. 4 You guarantee that the delivery address agreed upon is correct and complete and that the items can actually be delivered at that address. If delivery of the items appears to be impossible, we will be at liberty to deliver the products, at your risk, at the most suitable location – in the opinion of the supplier and/or its transporter – in the immediate vicinity of the delivery address agreed upon, or to take the items back at the buyer’s risk and expense, possibly store them elsewhere and/or possibly deliver them at a later time.
7. 5 The risk of the items to be delivered will pass to you when the items are actually available to you or to a third party designated by you (not being the carrier).
7. 6 In case of apparent defects, you shall protest at the time of delivery. Any other defects in the items shall be made known by electronic means to us not later than 5 (five) days following delivery.
7. 7 After the expiry of the terms as stated in article 7.6 no claims shall be accepted. Our obligation of guarantee concerning defective items shall in any case be limited to the replacement of the defective items by items in a good condition or, at our option, by reimbursement of the price of the defective goods.
7. 8 The supplier shall have no obligation to pay any other compensation as a result of direct or indirect damage and the buyer will hold harmless, defend and indemnify the supplier from and against any claim possibly made by third parties in this respect. Return of defective items shall not be accepted unless explicitly agreed by electronical means by the seller. Returned items and replacement items shall travel at the buyer’s risk and expense.
8 . GUARANTEE
8. 1 The supplier only guarantees that its items comply with the specifications agreed upon and as confirmed by contract between parties, and are suitable for the purpose for which they have been developed and manufactured. The supplier guarantees that the items delivered by it are free from design faults, faulty material and manufacturing faults.
8. 2 If the buyer files a complaint within the period as referred to in article 7.6. and the supplier considers the complaint to be justified and has confirmed so by electronical means, the supplier will, at its discretion, ensure that: replacement items are delivered after the defective items have been returned, whereby returned items and replacement shall travel at the buyer’s risk and expense.
8. 3 If the buyer has made repairs and/or changes to the products without the supplier’s express prior permission by electronical means and/or in writing, any obligation of the supplier under the guarantee will lapse.
9 . LIABILITY
9. 1 Without prejudice to the provisions of articles Guarantee of present terms and conditions, the supplier’s liability for loss suffered by the buyer will be limited to the provisions of this article.
9. 2 The supplier will not be liable for any loss, of whatever nature, caused by the supplier having used incorrect and/or incomplete data provided by or on behalf of the buyer.
9. 3 The supplier will never be liable for any consequential loss (indirect loss) suffered by the buyer. Consequential loss is understood to include loss of profits, losses suffered and costs incurred, as well as missed orders and lost savings, loss due to interruptions of production or operations or stagnation.
9. 4 Should the supplier be liable for any loss, the supplier’s liability will be limited to no more than the exact value of the relevant contract, or to the part of the contract to which the liability pertains.
9. 5 The supplier stipulates all statutory and contractual defenses which it may invoke in order to shield itself from its own liability towards the buyer, also on behalf of its subordinates and the non-subordinates for whose actions it is liable pursuant to the law. The foregoing will not affect the supplier’s liability under mandatory statutory provisions.
10 . FORCE MAJEUR
10. 1 A situation of force majeure exists on the part of the supplier if the supplier is prevented from meeting its obligations under the contract as a result of circumstances that occurred through no fault or beyond the control of the supplier. Situations of force majeure include, but are not limited to, war/danger of war, terrorism or threat of terrorism, civil war, rioting, revolution, willful damage, fire, water damage, flooding, government measures, import and export barriers, defects in machinery, work strike, sit-down strike, limited transport possibilities due to weather conditions and traffic congestion, suppliers and/or subcontractors of the supplier and/or other third parties engaged by the supplier failing to meet their obligations (or failing to do so in time) and failures in the supply of energy and water in the supplier’s without prejudice to the supplier’s other rights, the supplier will, without any notice of default being required and without being obliged to pay any compensation, be entitled to dissolve all or part of the contract if it is temporarily or permanently impossible for the supplier to properly perform all or part of the contract due to a situation of force majeure, or to suspend the (further) performance of the contract for the duration of the situation of force majeure.
11 . INTELLECTUAL PROPERTY RIGHTS
11. 1 The supplier reserves all intellectual property rights to the offers made by it, order confirmations, designs, images and drawings provided, images, drawings, catalogues and/or brochures published on the website, and to the items delivered within the framework of the contract, and suchlike, irrespective of whether costs for the manufacturing thereof have been charged to the buyer. Without the supplier’s express prior permission in writing, such data and items may not be copied, used or shown to third parties. The buyer is not allowed to remove or change any designation of copyrights, brands, trade names or other intellectual or industrial property rights or labels from the items referred to in paragraph 1 of this article.
12 . GOVERNING LAW AND COMPETENT COURT
12. 1 The legal relationships between the supplier and the buyer, of whatever nature, are exclusively governed by Dutch law. Any disputes arising out of or in connection with the present terms and conditions of sale, a contract and any non-contractual obligations shall be exclusively submitted to the relevant court in Amsterdam, the Netherlands.