These General Conditions (hereinafter the “GCS”) govern any sale made by the company VESTITS B.S, a company incorporated under Andorran law with a capital of 3,000.00 euros, registered in the Andorra Trade and Companies Register under number 17,434.00, whose registered office is Residencial Sol-Esqui, Edifici A, 3R PIS, 5A Porta – EL TARTER, CANILLO (hereinafter “VESTITS“).
VESTITS markets its Products and Services to professionals only.
1 – Definitions
In the remainder of these T&Cs and any other contractual document related to them, the terms whose first letter is capitalized shall have the following meaning, in the singular and plural:
- “Purchase Order” or “Quote“: the purchase order or quote for the sale of Products issued by VESTITS, which confirms the Customer’s order when dated and signed by the Customer.
- “Customer“: the customer of VESTITS, whose legal information appears within the Purchase Order or Quotation.
- “Deliverables“: the deliverables to be performed by VESTITS, as set forth within the Contract, Purchase Order or Quotation.
- “Party”: VESTITS and/or the Customer;
- “Services”: the services provided by VESTITS, under the conditions of the Article “Services”
- “Product(s)”: the products marketed by VESTITS, in particular detailed in the Article “Characteristics, conformity, availability of Products”
2 – Purpose
The GTCs govern the purchase of Products and Services from VESTITS by the Customer. They are attached to the Quotations and Order Forms and may also be communicated upon request by the Customer.
3 – Order
Any order placed by the Customer is a firm and final commitment, and a total and complete waiver by the Customer of its own terms and conditions of purchase.
By electronically signing the Quotation or an Order Form, to which these GTC are attached, the Customer declares that he/she has read the GTC and accepts them without reservation, and in particular waives his/her own general terms and conditions of purchase.
VESTITS shall in no way be held responsible for any error in the choice of Product or Service, for any input errors made by the Customer when placing the order (particularly with regard to the address), or for any other information provided that may be erroneous, nor for any consequences thereof, particularly delays or delivery errors. In this case, if VESTITS accepts, on a strictly commercial basis, a reshipment, the costs incurred by a possible reshipment will be charged to the Customer.
The Customer must then pay the deposit for the order. The order shall only be constituted upon receipt of payment of a deposit of one hundred (100) percent of the amount of the Order, with the balance due prior to the launch of production or the start of the Service. Exceptions may be made in the Quotation or Purchase Order.
Any request for modification or cancellation of the order made by the Customer, after sending the order confirmation, is subject to the prior written acceptance of VESTITS.
VESTITS reserves the right to suspend, delay, cancel or not proceed with an order in the event of force majeure, or for legitimate reasons, in particular in cases where the quantities ordered are abnormally high or abnormally low, or in the event of insufficient stock, it being the responsibility of VESTITS, in such cases, to notify the Customer as soon as possible and to reimburse the Customer if payment has already been received, without the Customer being able to claim any compensation in this respect.
4 – Characteristics, conformity, availability of Products
The Products marketed by VESTITS are essentially textile and clothing products and accessories.
The Customer acknowledges having been fully informed of the characteristics of the Products by VESTITS prior to the purchase.
VESTITS describes the actual characteristics of the Products on the basis of the information it has at its disposal or that is provided by its suppliers. However, these may differ from time to time, which the Customer accepts, without this constituting a poor performance of its obligations by VESTITS.
The graphic elements (photographs, videos, illustrations) illustrating the Products in VESTITS’ marketing documents do not constitute contractual documents and are presented for illustration purposes only and not for information. They must not be considered by the Customer as a determining factor in his consent to place an order. VESTITS cannot be held responsible if the Products delivered are not identical in every respect to those presented.
The Customer is invited to take note of any information attached to the Product or marked on the Product or its packaging, in particular information relating to any precautions for use, conditions and restrictions of use.
The Customer is responsible for ensuring that the Products correspond to his expectations and needs.
The Products are manufactured or produced in compliance with the Community regulations applicable to them. VESTITS thus undertakes to market Products that meet the standards, legislation and regulations applicable to this type of Product.
VESTITS B.S will inform the Customer of the production and/or delivery time of the Products, this information however being provided without any contractual obligation.
5 – Delivery or collection
5.1 – Delivery and withdrawal of Products
Products can be delivered by any carrier, chosen at VESTITS’ discretion.
Orders can be shipped in France and abroad.
Customs duties or other local taxes or import duties or state taxes may apply in case of delivery outside the European Economic Area. They are borne by the Customer, who must declare and pay them to the competent authorities, under his own responsibility.
In case of delivery outside the European Economic Area, VESTITS will use the Incoterm DAP Delivered at Place. As an exception to any other clause herein, VESTITS will be deemed to have duly delivered when the Products are made available to the Customer on the approaching means of transport, ready for unloading at the agreed destination.
Delivery costs will be indicated before any payment of an order by the Customer, and are invoiced in addition to the price of the Products.
Delivery charges are calculated according to the amount of the orders excluding taxes and are evaluated on a case-by-case basis, within the Quotation or the Purchase Order (depending on the type of transport chosen – express, normal, road, air…).
Delivery will be made to the place indicated by the Customer. An order must be addressed to a single place of delivery and may not be split up.
VESTITS will make its best efforts to deliver the Products within the time period indicated at the time of the order, but the time period depends on the transport provider and the order’s arrival order. The delivery time will only start upon receipt of the bank transfer.
This delivery time indicated at the time of acceptance of the order may vary according to the logistical time of reference in the profession, and in the event of force majeure, or in the event of circumstances beyond the control of VESTITS, such as strikes, frost, fire, storms, floods, epidemics, supply difficulties, without this list being limitative.
The Customer will be notified by VESTITS or the carrier (e.g. DHL or UPS) of the shipping date. It is the Customer’s responsibility to ensure that the order can be received by him or any person present at the delivery address.
Exceeding the delivery deadlines may not give rise to penalties for delay, damages, withholding or cancellation by the Customer of its order. VESTITS cannot therefore be held liable in this respect.
5.2 – Reservations on receipt
The Customer must take all precautions when opening the package.
The Customer or the person receiving the order may refuse a package at the time of delivery if he/she notices an anomaly concerning the delivery (damage, missing Product compared to the delivery note, damaged package, damaged Product…). In the event of a missing or damaged Product, the Customer must inform the carrier by registered mail with acknowledgement of receipt, with a copy sent to VESTITS by email within three (3) days of the delivery. Failing this, the delivery will be deemed to have been accepted.
Any reservation must include the following elements: the order number, the reference of the article, the color and the quantities, accompanied by photos noting the defects.
On the basis of the elements sent, VESTITS will proceed to the verification of the defects, then may give a return authorization on the Products that VESTITS recognizes as defective. These Products can be returned. The other Products cannot be returned.
If the Customer fails to comply with these requirements, the Customer will not be able to exercise its right of refusal, and VESTITS will not be obliged to grant the Customer’s request to exercise its right of refusal.
Any damaged Product with a return authorization must be returned to VESTITS within eight (8) days from the date of the return authorization. Otherwise, no return will be accepted.
Upon receipt of the Product, VESTITS will proceed to check the Product.
If the return request is validated, VESTITS will issue a credit note for the amount of the defective or missing Products.
Any Product returned, and for which VESTITS has not given a return authorization, cannot be exchanged or reimbursed in any way whatsoever. The Customer may request the return of the Product by first paying the postal charges for the new shipment. Postal charges shall be paid by the Customer.
5.3 – Transfer of risk and ownership
Ownership of the Products is transferred by full payment of the Products by the Customer. If only a deposit has been paid, VESTITS remains the owner of the Products until full payment is made.
Any risk of loss, theft or damage to the Product(s) is transferred to the Customer when the package containing the Products is sent by VESTITS. The Customer therefore bears the risk of transport of the Products.
6 – Warranty
The Products marketed by VESTITS are subject to the legal guarantees of articles 1641 to 1649 of the Civil Code (guarantee of hidden defects).
To apply these guarantees, the Customer must notify VESTITS of the defects in the Product, including a detailed explanation of the problem encountered.
On the basis of the elements sent, VESTITS will proceed with the verification of the defects, then may give a return authorization on the Products that VESTITS recognizes as defective. These Products may be returned.
If the complaint falls within the scope of a hidden defect, the Customer may then, at his choice:
- Obtain a Product of equivalent quality and price.
- Or be refunded the price of the Product ordered as soon as possible by VESTITS.
The Customer has a period of two (2) years from the date of signing the Quotation or Order Form to implement this guarantee.
This warranty is also excluded in the event of use of the Product by the Customer in a manner that does not comply with the precautions for use and instructions transmitted by VESTITS.
In the event that the warranty is implemented, the Customer must contact customer service at the e-mail address given in these GTC.
7 – Services
VESTITS undertakes to perform the Services and provide the Deliverables, in accordance with these GTC.
However, it is agreed that VESTITS may make recommendations to the Customer, and refuse to execute any request from the Customer that does not seem relevant to the purpose to be accomplished, without this constituting a contractual breach.
Each type of Service may be subject to its own specific terms and conditions, as set forth in the Purchase Order or Quotation.
The price of the Services may be either flat rate or based on an hourly or daily rate which may or may not be associated with an estimated duration of the Service, provided for within the Quotation or Purchase Order.
If Deliverables are to be provided by VESTITS, the list of Deliverables expected as part of the Services is specified within the Purchase Order, the Quotation, or by any other means manifesting the written agreement of the Parties.
The Deliverables shall be deemed to have been accepted by the Customer if no reservations are made within two (2) business days of their delivery. In the event of reservations, the Parties shall agree, if necessary, on the corrections to be made.
7.3 Provision of elements by the Customer
The performance of the Services may be subject to the provision of elements and/or information by the Customer, to be integrated within the Deliverables or to be integrated by the Customer at a later stage, after the delivery of the Deliverables.
Any delay or failure to provide these elements and information may result in the impossibility of carrying out the Services, but the latter will remain due in full, and the Parties may agree on the best way to resolve the problem. VESTITS will not be held liable in this regard. Any additional Services, not initially planned and necessary to correct the problem, will be invoiced additionally to the Customer.
<7.4 Other Services
Other additional Services may be provided on a case-by-case basis by VESTITS, upon request by the Customer.
Each request for additional Services will give rise to a specific commercial proposal, an independent contract or an amendment.
It is agreed that VESTITS is free to use a subcontractor to perform the Services. VESTITS will notify the Customer in advance, in writing. The Customer may refuse any proposed subcontractor, with due justification.
If the refusal makes it impossible to carry out the Services, the Parties will discuss finding an alternative solution.
VESTITS will remain responsible for the performance of the subcontracted Services.
9 – Prices and payment terms
9.1 – Prices
The prices applicable to the Products and Services are those set by VESTITS which are in force on the date of the Order. VESTITS also reserves the right to modify its prices at any time. Nevertheless, the price indicated on the date of the Order will be the only one applicable to the Customer.
Unless otherwise stated in writing, the prices indicated on the Quotation or the Order Form are prices in euros, exclusive of tax (HT), to which the applicable taxes, if any, will be added.
The price is net and without discount. The proposed prices include any discounts and rebates that VESTITS may grant in view of its results or the assumption of responsibility by the Customer for certain services.
In the event of special requests from the Customer concerning, for example, the conditions of packaging or transport of the Products ordered, duly accepted in writing by VESTITS, the costs generated by these services will be subject to specific additional invoicing, in accordance with special conditions.
Each order will be the subject of an invoice drawn up in accordance with the regulations in force, which will be given to the Customer.
9.2 – Payment
The Customer may make payment by any means proposed by VESTITS and in particular by bank transfer.
The Customer guarantees VESTITS that he/she is the holder of the means of payment used to pay for the order and that he/she has sufficient funds to fully cover the payment of his/her order.
Unless specifically agreed otherwise by VESTITS, the order will only be considered to have been placed once payment has been received by VESTITS. It is understood that in certain cases, provision is made for payment of a deposit when the order is placed, and the balance at a later date. In this case, the order will be constituted upon receipt of the payment of the deposit.
In the event that it is impossible to debit or collect all or part of the sums due in settlement of the order, for whatever reason, the order may be cancelled, without prejudice to the damages that VESTITS may claim to compensate for its loss.
<9.3 – Late payment
Any late payment may give rise to the invoicing of late payment penalties, from the first day of delay, without any prior formal notice being required. The rate of these penalties is equal to ten (10) % of the sales price per calendar day of delay. A sum of forty (40) euros may also be invoiced for collection costs.
The invoicing of late payment interest and administrative collection costs does not prevent VESTITS, at its discretion, from initiating legal proceedings to obtain additional damages.
Payment of a deposit does not constitute full payment of the order. The non-payment of the balance justifies the implementation of this Article.
In the event of late payment, the order may be cancelled, without prejudice to the damages that VESTITS may claim to compensate for its loss.
10 – Customer service
VESTITS customer service can be reached at the following email address: (firstname.lastname@example.org)
11 – Liability
VESTITS will only be liable for direct damages caused to the Customer, or the Customer’s customers, in connection with the sale of Products and Services.
VESTITS shall in no case be held liable for indirect damage caused to the Customer, or to the Customer’s customer, in connection with the sale of Products and Services.
This limitation of liability concerns all types of indirect damage, including but not limited to operating losses, loss of turnover, loss of orders, loss of earnings, loss of data or other information, loss of customers, loss of expected savings, damage to image and reputation, loss of opportunity.
It is also reminded that VESTITS will only be liable within the limits of the Article “Characteristics, conformity, availability of the Products” and “Performance“, to the exclusion of any other liability.
VESTITS B.S’s sole obligation is to provide a Product or Services that conforms to the specifications indicated at the time of the Order, to the exclusion of all others, which the Customer accepts.
In any event, VESTITS’ liability for any damage suffered by the Customer or the Customer’s customer as a result of a purchase of Products shall not exceed the price of the Products or Services listed on the Order Form or Quotation.
12 – Intellectual Property
VESTITS is the owner of all intellectual property rights attached to the Products, Services and Deliverables it markets.
The Customer shall only have the right to use the Deliverables, at the price agreed in the Purchase Order or Quotation, throughout the world, for the duration of protection by the laws applicable to intellectual property, for its internal use. No other use is permitted.
Advertising materials, catalogs, brochures, photographs and all commercial documents given to the customer remain the exclusive property of VESTITS.
These GTC do not grant the Customer any intellectual property rights. The Customer may not reproduce, represent, adapt, exploit or extract any of these elements, in whole or in part, without the prior written agreement of VESTITS.
The Customer undertakes not to make any use of these documents that might infringe the rights of VESTITS. More generally, the Customer undertakes not to infringe, in any way whatsoever, the intellectual property rights of VESTITS.
Any unauthorized use of VESTITS’ elements may constitute an infringement. VESTITS reserves the right to take any action that may be necessary to enforce its rights and to repair its damage.
13 – Personal Data
In the context of processing orders, VESTITS may collect personal data.
VESTITS is committed to respecting the regulations applicable to personal data and in particular the RGPD.
VESTITS may collect personal data from the customer in different ways:
- When the Customer orders a Product or a Service;
- During any contact with VESTITS.
VESTITS collects and processes personal data to perform its contractual obligations to the Customer.
VESTITS may collect and process the Customer’s contact details and information (first and last name, email address, telephone number, address), as well as the Customer’s banking information (RIB). This personal data is used for the proper management of orders.
The personal data collected is stored within the European Union, by a service provider who applies the industry standards in terms of computer security.
Personal data will never be disclosed or transferred to a third party without the prior consent of the Customer. It will only be transmitted to the transport service provider, where applicable, in order to enable the delivery of the order, as well as to any third party required by VESTITS to comply with its legal or regulatory obligations (accountant, etc.).
These service providers have undertaken to VESTITS to respect their legal and regulatory obligations with regard to personal data.
Personal data may also be transmitted to any administrative authority upon request, or in application of the law or a court order.
VESTITS ensures that personal data is stored in conditions that comply with industry standards.
VESTITS ensures that its employees and service providers responsible for processing personal data are subject to an appropriate obligation of confidentiality.
In the event of a breach of personal data, VESTITS will inform the Customer as soon as possible.
VESTITS will store personal data for the time necessary to execute the order and for the legally required period of retention.
Any request relating to personal data should be forwarded to VESTITS customer service, by email.
14 – General
14.1 – Entire agreement
These T&Cs prevail over any other stipulation potentially applicable to the relationship between VESTITS and the Customer. These GTC cancel and replace any previous commitment of the Parties relating to the subject matter and constitute the entire agreement between the Parties with respect to the subject matter hereof.
14.2 – Exclusivity
No exclusivity is entered into between the Parties by the acceptance of these T&Cs. The Parties remain free to contract with third parties of their choice.
14.3 – Survival of certain stipulations
The termination of these GTCs, for whatever reason, shall not be deemed to be a term for those clauses whose nature or content require their continuation.
14.4 – Partial invalidity
If one or more stipulations of these GTCs is/are held to be invalid or declared as such pursuant to a law, regulation or following a final decision of a competent court, it/they shall be deemed unwritten. The remaining stipulations shall retain their full force and scope.
14.5 – Non-waiver and forbearance
The fact that VESTITS does not rely on the other Party for a breach of any of the obligations referred to within these GTCs shall not be interpreted for the future as a waiver of the obligation in question and shall not have the effect of granting the other Party any acquired rights.
A failure or delay in exercising a right by VESTITS shall not be construed as a waiver of that right.
14.6 – Independence
Neither Party may make any commitment in the name and/or on behalf of the other. In addition, each Party shall remain solely responsible for its own acts, allegations, commitments, services, products and personnel.
14.7 – Proof
The Parties agree that all electronic communications, including email, shall be evidence between them.
In particular, the Customer acknowledges the value of proof of VESTITS’ automatic recording systems and, unless he/she can provide proof that they have been misappropriated, waives the right to challenge them in the event of a dispute.
14.8 – Force Majeure
In the performance of these GTCs, VESTITS will not be held liable for failure to perform its obligations due to any force majeure event.
For the purposes of these GCS, force majeure is understood to mean any unforeseeable, irresistible event external to the Parties within the meaning of French law and case law.
In the event of the occurrence of a case of force majeure, it will have the effect of suspending the performance of the obligations of VESTITS, which will do its best to limit the consequences and resume the performance of the GTCs as soon as the event or circumstances of force majeure disappear or cease.
14.9 – Applicable law and competent jurisdiction
The law applicable to the present is French law.
The T&Cs are written in French, and the French version will be deemed authentic even in case of translation into another language.
Any dispute relating to the performance or interpretation of these GTC, not amicably resolved between the Parties, will be submitted to the Commercial Court of Toulouse, including in cases of summary proceedings, a call for guarantee or multiple defendants.