Article 1: General
1.1 The purpose of these general terms and conditions of sale (hereinafter the "GTC") is to govern all sales made by the company SONIA RYKIEL CREATION PARIS (hereinafter the "Company"), whose registered office is located in Paris (75008), 41 rue François 1er, with its customers.
1.2 Any order placed by the customer (hereinafter the "Customer") entails prior acceptance of these GTC, without reserves or restrictions.
1.3 Any document other than these GTC, in particular prospectuses, notices, catalogs, are for information purposes only and are not binding.
1.4 Any deviation from these GTC may only be made with the Company's prior written consent.
Article 2: Orders
2.1 Orders are placed by sending the Company a standard order form provided by the Company upon request or via the digital platform set up by the Company. The Client has a period of ten (10) calendar days from the date of the order to modify or cancel the said order, by registered letter with return receipt and e-mail sent to the Company. After this period of time, any modification or cancellation of the order shall be governed by the provisions of article 2.2.
2.2 Cancellation or modification of all or part of an order placed, after the ten (10) day period provided for in Article 2.1, shall entail payment by the Customer of a compensation calculated as follows :
- 30% of the total price of the order, or of the related part of the order, when it is cancelled or modified between ten (10) calendar days and the month following the order;
- 50% of the total price of the order, or of the related part of the order, when it is cancelled or modified more than one (1) month and less than two (2) months after the order;
- 100% of the total price of the order, or of the related part of the order, when it is cancelled or modified more than two (2) months after the order.
Any advance payment made in respect of the order will be retained by the Company as the aforementioned compensation.
2.3 At the latest within two (2) months following the order placed by the Client, the Company shall send the Client an order confirmation document via the platform set up by
the Company. The order confirmation document may include changes related to manufacturing requirements, compared to the products contained in the initial order.
2.4 The Company is only bound by orders that have been confirmed in writing by the Company.
Article 3: Products modification
The Company reserves the right to make any changes to the products ordered which is deemed useful or that is considered to constitute a necessary improvement or change, or that is dictated by its commercial strategy, without the need to inform the Client in advance.
Article 4: Deliveries
4.1 The transport cost shall be borne in full by the Customer.
4.2 The dates or delivery times stated in the order confirmations are "ex-factory" and are only indicative.
Any reasonable delay in the products’ delivery shall not entitle the Customer to claim damages or to cancel the order.
4.3 The product’s shipment shall be carried out at the Customer's own risk.
4.4 In the event of damage or loss occurring during transport, no claim may be made against the Company if (i) the Client has not expressly stated its reservations on the delivery note upon receipt of the products, and (ii) if these reservations have not been confirmed to the carrier and the Company by registered letter with acknowledgement of receipt within 72 hours of delivery.
4.5 The Company reserves the right to discontinue any delivery to a Customer, without prior formal notice, in the event of late payment of previous deliveries.
After more than ten (10) days of unsuccessful formal notice, the Company shall be free to dispose of the products ordered by the defaulting Client, without prejudice to the compensation that it shall be entitled to claim under these GTC.
4.6 If the Company is unable to deliver all or part of the products duly ordered, due to a case of force majeure, the order shall be automatically cancelled without compensation. Any deposit paid will be returned to the Client, or retained if the Client is in debt for previous deliveries.
The Company shall not be held liable if the non performance or delay in delivery is due to a case of force majeure. Force majeure refers to any external, unforeseeable and irresistible event.
In particular, the following events are considered to be cases of force majeure:
- fire, flood, theft or any other accident leading to the destruction or disappearance of the Company's products, inventories, warehouses or in the event of a shutdown of its operations;
- strike and lockout ;
- transportation discontinuance, power outages and machinery breakdowns ;
- epidemics, pandemics and any administrative measures initiated by the authorities which prohibits the continuation of the activity.
Article 5 - Prices
5.1 The prices of the goods sold are the prices in force on the day the order is taken.
5.2 Prices are in euros and are exclusive of tax. They will be increased by the VAT rate and transport costs applicable on the day of the order.
5.3 The Company reserves the right to change its rates at any time. It undertakes to invoice the goods ordered at the prices indicated at the time the order is recorded.
Article 6 : Payment
6.1 Payment for orders is made by bank wire transfer in euros.
6.2 No discount will be granted for early payment.
6.3 At the time of the registration of the order and unless the Company has given its prior written consent, the Client shall pay a deposit of thirty percent (30%) exclusive of tax. (30% exclusive of tax) of the total amount of the invoice, the balance of seventy percent exclusive of tax (70% exclusive of tax) to be paid on the day of receipt of the goods.
If the Customer does not have credit insurance, the total amount of the invoice relating to the order placed by the Customer must be paid at the same time as the order (100% exclusive of tax), unless the Company has given its
prior written consent.
6.4 Any delay or default in payment shall automatically, without prior notice of default, result in the application of late payment interest calculated on the basis of the legal interest applicable between professionals, increased by ten (10) points.
6.5 Any delay or non-payment shall automatically, without prior notice of default, result in all invoices issued for that Customer becoming immediately due and payable.
6.6 In the event of late or non-payment, the Company reserves the right to cancel any current or future orders.
Article 7: Retention of title clause
7.1 The Company retains ownership of the goods and merchandise sold until full payment of the price by the Customer, in principal and accessories.
7.2 The Customer expressly refrains from assigning the products sold under warranty or reselling them before full payment of the price, in principal and accessories.
Article 8: Return of products and guarantee
8.1 The Company guarantees the Customer against apparent defects or substantial defects in the sold products. Differences in quality, color, width, weight, trim, design, etc. from the products ordered shall not be considered apparent defects or substantial defects.
8.2 In the event of apparent defects or substantial defects in the product, the Client undertakes to report them to the Company within twenty-four (24) hours of delivery and by registered letter with acknowledgement of receipt, detailing precisely the apparent defects or substantial defects found.
These products must be returned to the Company no later than eight (8) days after delivery.
8.3 After inspecting the returned products and in the event of apparent defects or substantial defects, the Company shall either replace the products returned by the Client or issue a credit note for the amount of the defect, within eight (8) days following receipt of the returned products by the Client.
No returns can be made for reasons other than those stated above.
8.4 In the event of apparent defects or proven substantial defects, the Company will not be required to pay any compensation.
Article 9: Customer’s obligations
9.1 The Customer is required to respect the following minimum order amounts: €3,000.00 excluding VAT for orders placed by French Customers from Metropolitan France and €5,000.00 excluding VAT for orders intended for export outside Metropolitan France.
The products are delivered for retail sale to end consumers, unless the Company has given its prior written consent. The resale of the products to another merchant, retailer or wholesaler outside the European Union is prohibited. The resale to retailers is prohibited under all circumstances.
9.2 The "SONIA RYKIEL" trademark and all other trademarks of the Company and of the companies of the group to which it belongs consisting, or not, of the words "SONIA RYKIEL", as well as all intellectual property rights which may be attached to the products distributed by the Company (whether registered or not) (hereinafter the "Intellectual Property Rights") are and will remain the exclusive property of the Company and of the companies of the group to which it belongs. The Client is prohibited from reproducing, representing, distributing, using, exploiting or modifying, in whole or in part, on any medium whatsoever, the Company's products without the express, prior and written consent of the Company. The Client is also prohibited from transmitting to third parties any information, drawings, sketches or documents of any kind whatsoever, allowing the reproduction or representation, in whole or in part, of the Company's products.
9.3 The Customer is also prohibited from reproducing, imitating, representing, distributing, using, exploiting or modifying, in whole or in part, on any medium whatsoever, the Intellectual Property Rights of the Company or of the companies of the group to which it belongs and from making himself labels containing signs, names, logos or drawings reproducing or imitating the Intellectual Property Rights.
9.4 It is strictly forbidden for the Client, directly or indirectly, to demarcate or degrade the products, to alter the brand(s) of the Company or the companies of the group to which it belongs, or more generally to infringe Intellectual Property Rights.
9.5 The Client must obtain the Company's express, prior and written consent for any intended publication in which the trademark(s) or Intellectual Property Rights appear, regardless of the medium used. In particular, if the merchandise is offered at a reduced price, in particular during sales, the Client is not authorized to use the trademark(s) or the Intellectual Property Rights to advertise, on any medium whatsoever, if the terms of such resale would damage the prestige image of the Company's trademarks and luxury products.
9.6 The Customer must ensure the marketing of the products in a high-end brand environment adapted to the product line concerned. Products purchased from the Company may only be resold within one (1) year from the effective date of delivery. After this period, the Client must inform the Company, by registered letter with acknowledgement of receipt, of unsold goods still in its inventory, by producing a detailed inventory. The Company may, at its discretion, buy back the Client's
stock of unsold items at a price not exceeding forty percent excluding taxes (40% excl. taxes) of the price of the initial sale of the items. Otherwise, the Client shall proceed at its own expense with the destruction of the stock of items and provide the Company with proof thereof, or may be authorized to continue the sale under the conditions set by the Company, pursuant to the Company’s prior written consent.
The products’ presentation must permit perfect identification of the Company's brand(s) and the related clothing lines, compatible with the prestige of the brands distributed by the Company, in strict compliance with the Company's instructions concerning the graphic charter of its brands and the use of its merchandising and promotional tools (in particular signs).
9.7 Any breach of the obligations of this Article 9 shall be considered as a serious misconduct on the Client’s part, justifying immediate termination, without notice and independent from any judicial intervention, of the order and of the outstanding orders and engaging the Client's liability, without prejudice to any damages or other compensation of any nature whatsoever that may be claimed by the Company in respect of such breach, and without the Client being able to claim any compensation whatsoever.
Article 10: Internet sales
10.1 The Company reserves the right to promote and sell, directly or indirectly, all of its products on the Internet.
10.2 The Customer is prohibited from selling the Company's products exclusively on its website, unless the Company has given its prior written consent.
10.3 The Client who sells the Company's products in one or more retail outlets may, with the Company's express written authorization, which may only be given after the Company has examined a draft model submitted by the Client, present or offer for sale the said products on an Internet site belonging exclusively and directly to the Client.
10.4 In the event where the Client is authorized to sell on the Internet, the Client's website, the existence of which necessarily implies the prior existence of a retail outlet, shall be subject to the prior approval of the Company, which shall ensure that it presents the products in a manner consistent with the image of the Company and its brand(s), its notoriety and reputation.
10.5 The products shall be presented in a qualitative and high-end brand environment adapted to the company's image. The Client's website must not create confusion with the Company's website and must include an active link to the Company's website (www.soniarykiel.com).
The space reserved for the Company's products must present the products in a meaningful way on a white background. Product visuals must be of good quality. The website must use the logo and/or trademark(s) provided by the Company and corresponding to the product line presented on the website. The products must be presented separately from any other brands, grouped in a single space by category or line.
10.6 No links may be established with and/or to other merchant sites, with the exception of the Company's website.
10.7 Any violation of the obligations of this article shall be considered as a serious misconduct on the Client’s part, justifying immediate termination, without notice and independent from any judicial intervention, of the outstanding orders and engaging the Client's liability, without prejudice to any damages that may be claimed by the Company on account of such violation and without the Client being able to claim any compensation whatsoever.
Article 11: Limitation clause
11.1 The Company shall not be liable for any indirect and/or immaterial damages that may be caused in the performance of the GTC, such as, but not limited to, financial and commercial prejudice, loss of turnover, loss of customers and/or loss of business opportunity.
11.2 In any event, should the Company's liability be engaged, it shall be strictly limited to the amount of the sums paid by the Customer in the three (3) months preceding the occurrence of the event giving rise to the dispute.
Article 12: Termination
12.1 In the event of a breach by the Client of its obligations under these GTC and/or any agreement with the Company concerning the sale of the products, the Company reserves the right to terminate the agreement ipso jure and without legal formalities, without prejudice to any claim for damages and interest and without the Client being able to claim any compensation for such damages, after sending a formal notice to remedy the breach within a period of ten (10) calendar days, which has remained without effect.
12.2 In the event of an irremediable breach by the Client of its contractual obligations, the Company reserves the right to terminate the agreement immediately, ipso jure and without legal formalities, upon written notification, without prejudice to any claim for damages and interest and without the Client being able to claim any compensation in this respect.
12.3 In the event of termination of the contract for any reason whatsoever, the Customer undertakes to immediately cease all use of the Intellectual Property Rights and any sale of the Company's stock of articles. The Company may, at its discretion, repurchase the Client's stock of items for a price that shall not exceed forty percent exclusive of tax (40% excl. tax) of the price of the initial sale of the Company's items to the Client. Failing this, the Client must destroy the stock of items at its own expense and provide the Company with proof of such destruction.
Article 13: Evidence
The Client expressly accepts and acknowledges that the Company's communications by email, in performance of the contract, carry the same probative value as letters and documents sent by postal services, except where a registered letter with acknowledgement of receipt is expressly required under the terms of these GTC.
Article 14: Confidentiality
The Customer expressly acknowledges and accepts that all data and information, regardless of the medium, of which he will have become aware in execution of the GTC are strictly confidential and may not, as such, be communicated to anyone, even crossed out and/or truncated, for any reason whatsoever.
Article 15: Applicable law, attribution of jurisdiction
15.1 Only French law is applicable to sales concluded between the Company and the Customer.
15.2 Any dispute or controversy between the Company and the Client shall be brought before the Commercial Court of Paris, which shall have sole jurisdiction.
15.3 This attribution of jurisdiction also applies in the case of multiple defendants and for any claim, even for intervention in warranty.