Terms and Conditions of Worldwide & USA Wholesalers
TERMS AND CONDITIONS OF SALE
The following Terms & Conditions (Conditions) apply to the sale and delivery of all goods from HELCOTEX IKE (VAT: EL800955814) known as (Aether Concept) Worldwide and United States of America.
1. Interpretation
In these conditions unless the context otherwise requires:
“goods” means the products or stock ordered by you. “Input Tax” means an amount equal to the amount of applicable taxes, sales tax and duties paid or payable for the supply of anything acquired. “Payment” means any payment by you to us of any amounts payable by you to us under these Conditions. “Tax Invoice” means an invoicein the format required by the law and which also shows the amount of applicable taxes, sales tax and duties payable by you in respect of the relevant Payment. “Purchase Order” means an orderrequest setting out the Customers intention to purchase, and commitment to pay for, the relevant goods. “Contract” means the contract of sale between us and the Customer for the sale and purchase of the relevant goods in accordance with these Conditions. “we” and “our” and “us” means Alemais the provider of goods. “you” and “your” and “Customer” means you the applicant, the purchaser of the goods from us, as the case may be.
2. General
a) These conditions apply exclusively to each and every Contract for the sale of goods by us to the you and cannot be varied or supplement by any other conditions without the prior written consent.
b) We may also vary these conditions from time to time without notice to the customer.
c) These Conditions shall apply to the exclusion of all others including any terms and conditions of the Customer (whether appearing on the Customer’s Purchase Order, order request, or otherwise), that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
d) Should these Conditions be inconsistent with any conditions specified in any other document, these Conditions shall prevail to the extent of that inconsistency.
e) The Customer acknowledges they have not relied on any representation by us, our authorized sales agent, or any other person and that these Conditions constitute the entire agreement between us and the Customer in relation to the sale of goods.
f) If any part of these Conditions is or becomes invalid, that part will be severed from these Conditions. This will not affect the validity of the remaining provisions of these Conditions.
3. Purchase Orders
a) By sending us a Purchase Order, the Customer is deemed to have read, understood, and agreed to be bound by these Conditions.
b) The Purchase Order constitutes an offer by the Customer to purchase the goods in accordance with these Conditions.
c) A contract shall be formed each time we notify you; we have accepted your Purchase Order and issue an Order Confirmation.
d) You may only cancel or amend your Purchase Order within 5 business days of submitting a Purchase Order.
e) A Purchase Order may be supplied to us via email, our sales agents or via our online purchase order portal.
f) We are under no obligation to accept any order placed by you for any goods in whole or in part.
g) We reserve the right to decline any Purchase Order for any reason, and all Purchase Orders are subject to availability of goods and acceptance by us.
h) All Purchase Orders are subject to minimum order value of 2000$ which we may vary at our discretion without notice.
i)Purchase orders below the minimum order value will be subject to a handling fee.
j) The minimum ordered quantity per color per style is 3 pieces, for clothes. 6 pieces, for shoes. 2 pieces for accessories.
k) We reserve the right without prior notice to discontinue production and/or supply of goods at any time. We may rescind or cancel all or part of a Purchase Order at any time and for any reason without any liability to the Customer.
l) We do not and will not offer goods on consignment, unless otherwise agreed in writing.
4. Pricing & Payment
a) All prices quoted on our price lists are current at the time of printing and are subject to change at any time.
b) Prices for the supply of goods exclude, where applicable, sales tax, consumption or goods and services tax, value added tax and any other taxes or duties imposed on or in relation to the goods; and
c) Prices may include the cost of freight arising from the point of dispatch to the point of delivery to the customer and duties, if agreed terms inwriting are delivered duties paid (DDP).
d) All Customers shall make payment for the goods to us on cash before delivery (CBD) terms unless otherwise agreed in writing.
e) Where payment terms are agreed in writing, payment terms commence from invoice date, which is the date goods will be available for shipment.
f) At our absolute discretion, we reserve the right to request payment from Customers prior to dispatching the goods.
g) Payments must be made in the agreed currency as detailed on the order acknowledgment, in the method directed by us.
h) Where the Customerfails to pay its account in accordance with these Conditions or agreed payment terms, we may withhold further supply or require prepayment for any remaining goods and or cancel the Purchase Order and apply the prescribed cancelation fee.
5. Deposits
a) All Purchase Orders require a deposit which is payable within 7 days of the Customer issuing a Purchase Order, unless otherwise agreed otherwise in writing.
b) Deposits will be applied on a pro rata basis to each invoice issued for each shipment.
c) Failure to pay the deposit by the due date creates a default event, where we reserve the right to cancel the Purchase Order.
6. Delivery
a) We reserve the right to, at our sole discretion, dispatch goods to you in any number of instalments or shipments, unless otherwise agreed in writing, and each shipment shall constitute its own Contract.
b) All Purchase Orders are on delivered duties paid (DDP) or ex-works is (EXW) an Incoterm terms and shall be dispatched using our preferred carrier or made for collection from our nominated warehouse as detailed in your Order Confirmation, unless otherwise agreed in writing.
c) We use best endeavours to make deliveries in accordance with agreed delivery dates; however delivery dates are estimates only and we are not liable for late delivery, nor does late delivery grant you the right to cancel or vary the Purchase Order.
d) We are not liable for any loss, damage or delay occasioned to you or your customers arising from late delivery of the goods.
7. Damage in Transit
We are not responsible to you or any person claiming through you, for any loss or damage to goods in transit, caused by any event of any kind by any person (whether or not we are legally responsible for the person who caused or contributed to that loss or damage). However, we will provide you with any assistance that may be necessary to you to raise a claim with the carrier.
8. Claims & Returns
a) You will be deemed to have accepted the goods free of defect or any non-conformity unless we receive a substantiated written claim within seven (7) days of receipt or attempted delivery as the case may be.
b) Claims for incorrect goods, quantities, faulty goods as detailed on each invoice will only be honored where you have advised us in writing, within 7 days of receipt of each shipment, as confirmed by the carrier.
c) Claims for any variances between the invoice and the shipment received (where quantities delivered are more or less than invoiced) will only be honored where we are advised within 7 days of receipt.
d) Subject to clause 7, we are not liable for non-delivery by a third party, carrier or otherwise once the goods have been released to a carrier.
e) We are under no obligation to accept returned goods and will only do so as agreed in writing.
f) Where we agree to accept returned goods, we will issue you a return authorization number which must accompany the goods.
g) Returned goods must be shipped at your cost to the correct address. In the event goods are faulty, we will credit the cost of return postage to your account.
h) In the event goods are deemed faulty by us at our discretion, we may elect to repair, replace, or provide credit.
i) Due to the inherent nature of textiles, there may be slight variations in color or shade throughout various batches of goods. The Customer acknowledges such goods may not be returned for credit or otherwise.
9. Payment default
If the Customer defaults on any payment by the due date of any amount payable and or becomes bankrupt, enters into any scheme of arrangement or any assignment with or for the benefit of its creditors, has a liquidator, administrator, or receiver appointed, we may, without prejudice to any other remedy available:
· Charge interest at the applicable interest rate plus 2%, from the invoice date until the date of full payment
· Charge the customer for all expenses and costs (including legal costs on a solicitor/own client basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due; and
· Cease or suspend for such period as we think fit, supply of any further goods or services to the Customer.
10. Cancellation
a) You may only cancel or amend your order within 5 business days of submitting a Purchase Order.
b) We may cancel your order at any time, where you are in breach of any term or condition and reserve the right to cancel on terms which will indemnify us against all losses. We also entitled to levy any of the following cancellation fees: Cancellation fee, being not less than 30% of the total order and can be max, 100% of the total order.
c) At our discretion, we may apply any deposits that you may have paid for other orders to any cancellation fees.
d) Cancellation fees are due immediately upon receiving written notice and attract interest.
e) All confirmed orders are considered canceled following 30 days from the date of the order confirmation
11. Title to goods
a) Notwithstanding anything to the contrary express or implied, title to, and property in, the goods shall remain with us and shall not pass to the Customer until we have received payment in full for the goods and you have discharged, in full, all your accounts with us relating to all orders placed with us.
b) Until the goods are paid for in full, you shall hold the goods as trustee for us and shall keep the goods as a fiduciary for us and shall store and identify the goods in a manner that clearly shows our ownership thereof.
c) In the event you fail to pay us for goods by the due date, and without prejudice to our rights as an unpaid seller or any of our other rights and remedies, you grant us permission to enter your property without notice and take possession of our goods.
d) You hereby acknowledge we have a lien over all goods in your possession belonging to you to secure payment of any or all amounts outstanding from time to time.
12. Distribution
a) Goods are sold to you on the condition that you only make them available for retail sale at agreed retail location(s).
b) You may not retail the goods at new or other locations without prior written approval.
c) Goods may not be resold at a wholesale level or to any other trader that is known or suspected to be purchasing for resale.
13. Intellectual Property
a) Ownership in all intellectual property conceived of, or contributed to, by us including our trademarks and copyright in fabrics, remain our property and the Customer may only use our intellectual property with prior written consent. For the avoidance of doubt, you require our written permission to use our trademarks in any search engine marketing.
b) For the purposes of this clause, Intellectual Property includes all present and future intellectual property including inventions and improvements, trademarks (whether registered or common law trademarks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction and any work product.
14. Paid Search (SEM)
You must seek written approval to bid on our trademark(s) across all digital advertising platforms including but not limited to Google and Google AdWords.
15. Indemnity
The Customer indemnifies us from and against all claims, suits, demands, actions, liabilities, costs, and expenses (including legal costs and expenses on a full indemnity basis) resulting from its breach of these Conditions or from any act, omission or negligence of the Customer or any party acting on behalf of the Customer. The Customer agrees to co-operate with us (at its own expense) in the handling of disputes, complaints, investigations, or litigation that arise as a result of the Customer’s use of our goods and services. The obligations under this clause will survive termination of these Conditions.
16. Limitation of Liability
a) To the extent permitted by law, we exclude and disclaim all express or implied warranties, representations, conditions, guarantees, and terms relating to the goods and services, and these Conditions.
b) The parties agree that to the maximum extent permitted by law, we will not to be liable for any loss, damage, costs including legal costs, or expense whether direct, indirect, special, consequential and/or incidental, including we will not be liable for economic loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage costs of replacement goods or otherwise suffered by the Customer, or claims made against the Customer, arising out of a breach by us of these Conditions, an order, a Contract, a negligent act or omission by us, a breach of statutory obligation by us, or in connection with the goods and services, the late supply of goods and services, even if we were expressly advised of the likelihood of such loss or damage. Nothing in these Conditions will exclude, restrict, or modify any rights or obligations to the extent that they cannot be excluded, restricted or modified by the operation of the Greek Law.
c) The parties agree our total liability arising out of, or in connection with the goods and services or these Conditions, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total Payments paid by the Customer for the goods and services under these Conditions, excluding any cancellation fees or interest payments. This clause will survive termination of these Conditions.
17. Force Majeure:
We will not be liable for any delay or failure to perform our obligations under the Conditions if such delay is due to any circumstance beyond our control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we reserve the right to terminate these Conditions and any order by giving the customer 5 business days' notice in writing.
18. Waiver
Any failure by a party to insist upon strict performance by the other of any provision of these Conditions will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by us of any of the Conditions or our rights shall be effective, unless we expressly state it is a waiver and we communicate such waiver to you in writing.
19. Change of Ownership
You agree to notify us in writing of any change of your ownership within 7 days from the date of such change and to indemnify us against any loss or damage incurred by us as a result of your failure to notify us of any change.
20. Applicable Law
The laws of Greek govern these Conditions. We both agree to submit to the exclusive jurisdiction of the Courts of Athens of Greece and agree that any legal proceedings may be heard in those courts.