TERMS OF SALE
These General Terms and Conditions (hereinafter referred to as the General Terms
and Conditions of Sale) regulate the on-line sale by FASHION FACTORY
of clothing and fashion accessory stock items (hereinafter referred to as the
Products) to professionals specializing in ready-to-wear distribution
(hereinafter referred to as the Client(s)).
1 - CONTRACT DOCUMENTS:
Within the context of this Agreement, sales of Products are carried out on line
www.fashionfactory.mc website. To make an initial order, Clients must first
complete an on-line application registration, as a part of which they choose a log-in
ID (their e-mail address) and a password which permit them to be better identified
on the FASHION FACTORY site. FASHION FACTORY confirms registration by sending an
e-mail to the Client. Offers for Products on the website are only valid if stock
is available. FASHION FACTORY has used its best efforts to include the maximum amount
of information on its website. This information is subject to modification at any
time. Clients are therefore invited to check when making their orders that the information
which determined their selection has not been subject to change.
The on-line purchase process includes at least the following stages:
- The Client fills his or her basket by selecting the chosen Products and deciding
on the quantities to be purchased. The Client has twenty-four (24) hours within
which to close the basket. If the basket is not closed within this period, the Products
selected are removed from the basket and placed on sale again;
- The Client decides to confirm an order. A description of the order and the price
is provided to permit the Client to check the details of the purchase:
- Before concluding the contract, the Client has the opportunity to return to the
store to correct any input errors;
- The Client validates and accepts the order;
- Le Client is invited to proceed to pay a minimum down-payment of twenty per cent
(20%) of the order price, and to agree to these General Terms and Conditions of
Sale by clicking on the button provided. The order will only be processed by FASHION
FACTORY when payment of the deposit is received. This must take place within seven
(7) days after execution of the order;
- FASHION FACTORY will immediately acknowledge receipt of the Client's order
by sending an e-mail to the Client.
At the time of processing of the order, FASHION FACTORY issues and sends the Client
a proforma invoice, the details of which (products, price etc.) have been accepted
by the Client at the time of execution of the on-line order.
The parties' mutual undertakings will be evidenced only by the following documents,
which will serve to form the contract (hereinafter referred to as the Contract):
- The General Terms and Conditions of Sale; and
- The Client's order.
The act of passing an order to FASHION FACTORY indicates on the one hand acceptance
of these General Terms and Conditions of Sale, and on the other a waiver on the
part of the Client of any conflicting clauses contained in the legal and business
2 - AVAILABILITY AND COLLECTION OF PRODUCTS:
2-1. Place where the Products will be Made Available for Collection:
When an order has been processed, the Products will be made available for collection
at FASHION FACTORY's warehouse at the following address: MONACO LOGISTIQUE
- Parc d'Activités Logistiques Saint Isidore - Zone 10 Bât M Porte
64 - 06284 NICE.
2-2. Collection of Products: It is the responsibility of
the Client or his or her agent to collect the Products from FASHION FACTORY's
warehouse. It is an express provision that collection of the Products is contingent
upon payment in full by the Client of the total amount of the order.
2-3. Failure to Collect Products: In the event that all
or part of the Products are not collected in the three (3) month period following
payment of the total amount of an order, the sale will be the subject of a cancellation
affecting only the uncollected Products. Cancellation will occur as of right in
the fifteen (15) days following mailing of a letter to the Client by recorded mail
with proof of receipt or by any other equivalent means informing the Client of his
or her failure to collect the Products and the cancellation of the sale of said
Products. As a result of said cancellation, FASHION FACTORY will provide the Client
with a credit in the amount of 80% of the sale price of the uncollected Products.
20% of the order price will be retained by FASHION FACTORY as a lump sum payment
to cover the costs incurred for storage and as a penalty clause to compensate for
the damage resulting from the termination caused by the Client.
3 - RECEIPT OF PRODUCTS:
At the moment of collection of the Products from FASHION FACTORY's warehouse
facility, the Client or the carrier appointed by the Client will be obliged to check
the state of the Products and their compliance with the order. Final collection
and acceptance of all the Products will be evidenced by the absence of any reservations
noted by the Client or the Client's appointed carrier at the time of collection.
4 - PRICES AND PAYMENT METHODS:
4-1. Amount - Expenses - Taxes - Price Revisions: The published
prices are before tax, in Euros, ex-FASHION FACTORY's warehouse. Prices are
also subject to the applicable obligatory taxes, particularly VAT. Bank charges
relating to payment of the order price plus foreign bank transfer costs and transport
and customs charges are the Client's sole responsibility. FASHION FACTORY reserves
the right to change its prices at any time; nonetheless, Products will be invoiced
on the basis of the tariffs in effect at the moment when an order is received.
4-2. Payment Methods: FASHION FACTORY requires payment
of a minimum down-payment of 20% of the order price. Unless provided otherwise,
the Client undertakes to pay the balance of the order or the entire amount within
three (3) weeks after the date of the proforma invoice issued by FASHION FACTORY.
In any event, the balance of the order must have been paid in full at the time the
Products are collected. Where the total amounts paid by the Client relate to a number
of proforma invoices, they will be broken down pro rata to the value of each order.
4-3. VAT: VAT will be applied to the sales of Products
to Clients resident in France or the Principality of Monaco. Deliveries of Products
sent or transported in the territory of a Member State of the European Union other
than France, where the final consignee is another person liable for VAT or a legal
entity not liable for VAT (Article 31 of the Monaco Business Tax Code (Code des
Taxes sur le Chiffre d'Affaires)) are exempt from VAT. Deliveries of Products
shipped or transported outside the European Union by FASHION FACTORY or on its behalf
are exempt from VAT. Deliveries of Products shipped or transported outside the European
Union by or on behalf of a Client who is not resident in Monaco or France are also
exempt from VAT (Article 29 of the Monaco Business Tax Code (Code des Taxes sur
le Chiffre d'Affaires)), provided that the Client proves that the conditions
for exemption are present.
5 - CONSEQUENCES OF A FAILURE TO MAKE PAYMENT:
If the Client fails to pay the balance of an order within the three (3) month period
referred to in Clause 4-2, FASHION FACTORY will have the right to cancel the order.
Said cancellation will occur as of right at the transmission date of an e-mail to
the Client informing the Client of the failure to comply with the term for payment
of the balance of the order, and of the consequent cancellation of the order. As
a result of said cancellation, the Client will be indebted to FASHION FACTORY for
20% of the total amount of the order as a lump sum payment to cover the costs incurred
for the preparation and storage of the Products, and as a penalty clause to compensate
for the damage caused by the cancellation of the order. The resulting sums due from
the Client will be deducted from any amounts which might already have been paid
to FASHION FACTORY as a down-payment.
6 - RETENTION OF TITLE:
Transfer of ownership of the Products will take place on the day on which full payment
is made for them by the Client.
7 - LIABILITY:
Once the Products have been collected from FASHION FACTORY's warehouse, the
Client will be liable for any damage they might suffer or cause, especially while
being transported. The Client must insure them against the risk of theft or deterioration.
In general, FASHION FACTORY will not be liable for tangible or intangible, consequential
or non-consequential damage arising out of the use or unavailability for use of
8 - MALFUNCTIONS OF THE WEBSITE:
FASHION FACTORY will not be liable if the Client is unable to access the www.fashionfactory.mc
website, especially due to maintenance work, or if access is interrupted at any
time whatsoever, or if any failure beyond FASHION FACTORY's control prevents
the Client from completing an order.
9 - INTELLECTUAL PROPERTY RIGHTS IN THE WEBSITE:
All of the contents of the website and all the intellectual property rights relating
to it are the property of FASHION FACTORY. The Client will only have a personal,
non-exclusive right to use the site for the purposes of consulting it on line. Any
reproduction, representation or publication of all or a part of the website by any
means and in any media whatsoever is expressly prohibited, with the sole exception
of a right of reproduction for storage purposes, to be reproduced on a stand-alone
monitor, and a right of reproduction of a single copy in the form of a backup or
paper copy, on the condition that the integrity of the documents is respected. Any
other use is subject to FASHION FACTORY's express prior authorization. Any
unauthorized use of all or a part of the site content and the intellectual property
rights relating to it may be the subject of legal proceedings.
10 - PERSONAL DATA:
The personal information and data supplied by the Client permit FASHION FACTORY
to process the Client's orders. They may be communicated to FASHION FACTORY
partner companies which are involved in the execution of orders, in particular transport
companies. Unless the Client objects, FASHION FACTORY may communicate offers and
information regarding its products to the Client by any available means. Pursuant
to the Data Protection and Civil Liberties Law (Loi Informatique et Libertés),
Clients have the right to object to, access, modify, correct and suppress data which
relate to them. Each Client may exercise these rights by sending a communication
to the Data Processing Manager at the following address: firstname.lastname@example.org .
11 - MODIFICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE:
FASHION FACTORY reserves the right to modify these General Terms and Conditions
of Sale at any time. The General Terms and Conditions of Sale in effect on the website
on the day an order is made will apply to each order.
12 - APPLICABLE LAW- JURISDICTION:
It is agreed that this Contract will be subject to the LAWS OF MONACO. Any and all
disputes between the parties relating to the creation, validity, interpretation,
performance and termination of the Contract which the parties are unable to settle
amicably will be submitted to the COURTS OF MONACO, to which the parties grant territorial
jurisdiction regardless of the place of performance or the domicile of the defendant.
By express agreement between the parties, this clause will also apply in the case
of emergency proceedings, multiple defendants or third-party applications.