Terms & Conditions
The terms and conditions of sale contained herein (“Terms and Conditions of Sale”) apply to all sales of products (“Products”) by Les Inconnus (“Seller”) to fulfill orders placed by purchaser (“Buyer”). By placing an order, Buyer accepts these Terms and Conditions of Sale without reservation or condition and waives its own conditions of purchase, whether contained on a purchase order, other document or communicated orally. Seller’s failure to object to any specific provisions contained in any written or oral communication from Buyer shall not be deemed a waiver of the provisions of these Terms and Conditions of Sale. No course of prior dealings, trade usage or course of performance or conduct shall be used to modify, supplement or explain any of these Terms and Conditions of Sale. Any changes in these Terms and Conditions of Sale must be specifically agreed to in writing by an authorized person of Seller before becoming binding on either Seller or Buyer. These Terms and Conditions of Sale shall be applicable whether or not they are attached to or enclosed with the Products to be sold. Without limiting anything contained above and notwithstanding any provision of these Terms and Conditions of Sale to the contrary, these Terms and Conditions of Sale shall govern in the event of any conflict with the terms of any purchase order or other document of or communication by Buyer.
Any acceptance by Seller of Buyer’s Product order will be evidenced by Seller’s written Product order confirmation and acceptance form sent by email or other means to Buyer. Any and all questions or changes/amendments/cancellation requested by Buyer must be submitted in writing by Buyer within 14 calendar days after the order date set forth on Seller’s Product order confirmation and acceptance form sent by Seller. No changes/amendments/cancellations may be made after the 14 calendar day period, and all Product orders shall be final and binding on Buyer thereafter. Seller is free to accept or reject Buyer’s Product order in full or in part within such period. Any proposed change/amendment made by Seller from the original order will be deemed accepted by Buyer unless Seller receives written instructions from Buyer to the contrary within 10 calendar days after notification of such change/modification from Seller. Seller is entitled to cancel any design, style or Product included in any order, for any reason relating to fabrication or production or should any procurement difficulties occur or should any Force Majeure (described below) occur during or after the order has been accepted, and Seller may terminate any order at any time or reduce, in Seller’s own discretion and without prior notice, the quantity of Products to be supplied, or change in good faith the original order. Seller also reserves the right to modify samples presented during market presentations that are deemed to be a stylistic or technical improvement, as well as to modify its product lines or collections from time-to-time, in particular by combining, splitting or withdrawing such lines or collections, in order to follow fashion trends. Buyer agrees that Seller shall not in any event, be liable for any damages or loss suffered by Buyer as a result thereof or in connection therewith.
Buyer shall pay the purchase price for the Products at the then-current prices listed in the price sheets/line sheets provided by Seller to Buyer (together with all sales and other applicable taxes), with such payments to be made on the agreed terms and in accordance with Seller’s instructions set forth on the Product purchase order confirmation and acceptance form. Depending on Buyer’s credit status as determined by Seller in Seller’s sole discretion, Buyer may be required to prepay the purchase price of
its order or obtain an irrevocable letter of credit to satisfy its payment obligations. If Buyer does not pay the purchase price or other sums it owes on the date the same is due, that amount shall bear interest at a rate not higher than the maximum rate which Seller can charge or Buyer can pay under applicable law. Buyer may not offset any amounts from payments due to Seller without prior written authorization from Seller, and any balance owing due to short payments will be subject to the interest rate described above if not paid by the date the full payment is due. Payment terms shall also be valid for partial deliveries.
- DELIVERY AND PASSAGE OF TITLE
Seller’s Product order acceptance and confirmation form shall set forth Seller’s scheduled delivery start date or date ranges. Seller shall use its commercially reasonable efforts to deliver Products by the delivery date(s) set forth in the applicable Product order acceptance and confirmation form. Delivery is deemed to have been made upon the delivery of the Products to Buyer’s carrier, at which time title and the risk of loss or damage to the Products automatically passes to Buyer. Unless otherwise agreed in writing by Seller and Buyer, all arrangements made with the carrier and the cost of delivery and transport of the Products shall be the responsibility of and be borne by Buyer. Delivery dates set forth in any order of or document issued Buyer are not binding on Seller. Seller may make partial deliveries of Products. In no event shall Seller be liable for costs or for any damages or loss suffered by Buyer as a consequence of non or partial delivery or late delivery. Until payment by Buyer of the full cost of the Products is received by Seller, Buyer hereby grants to Seller a first priority security interest in the Products and all proceeds thereof to secure payment of the purchase price and all other such amounts.
- INSPECTIONS AND CLAIMS
All Products are subject to Buyer’s incoming inspection. Failure to notify Seller in writing of any non-conforming Products, including but not limited to defects of the Products or other shipping inconsistencies, within 10 calendar days after the date of receipt of the Products shall be deemed to be acceptance of the delivery and the Products. No claim can be made after such 10 calendar day period after the receipt or deemed receipt of the Products. In no event may Buyer suspend, offset or delay any payment for the Products shipped, whether or not conforming.
- LIMITED REMEDIES; LIMITATION OF LIABILITY; LIMITATION ON WARRANTIES Subject to these Terms and Conditions of Sale, if Seller acknowledges in writing that the Products are defective and authorizes Buyer to return such Products, Seller may alternatively and in lieu thereof, at Seller’s own discretion:
- a) repair the defects in the Products;
- b) replace the defective Products;
- c) make an appropriate credit adjustment; or
- d) provide a refund in an amount not to exceed the original purchase price actually paid by Buyer for the Products.
Any return shall be made in accordance with Seller’s corporate return policy then in effect. In no event shall Seller be responsible for loss of or damage as a result of or in connection with any unauthorized returns or return not made in accordance with Seller’s instructions or in accordance with these Terms
and Conditions of Sale. The above limited remedies shall not apply to any Products that have been repaired, changed or altered without written authorization by Seller. The foregoing constitutes Buyer’s sole and exclusive remedy and Seller’s entire liability for the furnishing of defective or non-conforming products.
- MINIMUM RECOMMENDED PRICE
Buyer represents that it is a retailer and that its business is to sell goods to the consuming public in the ordinary course. Seller will communicate to Buyer, for each collection, the minimum suggested price for the sale of the Products to the public, which price shall in no way be binding on either Seller or Buyer.
- POINTS OF SALE; NO EXCLUSIVITY RIGHTS
Buyer undertakes and agrees to sell the Products exclusively in the points of sale approved by Seller in writing and not to-resell the Products to third parties unless specifically authorized in writing each time by Seller. Buyer shall not offer to sell, list or display the Products on the Internet without prior written authorization from Seller. Neither the placing of an order nor these Terms and Conditions of Sale grant Buyer any exclusivity rights and Seller expressly maintains all rights to sell Products to any person on any terms determined by Seller. Seller reserves the right to sell its products through its own e-commerce platforms.
Buyer undertakes not to use, mention or display, in any form or for any reason or purpose, including without limitation, in Buyer’s advertising, the trademarks of the Products or Seller’s brand names, without Seller’s prior authorization in writing each time, which authorization may be granted or withheld in Seller’s sole discretion. Buyer may not make any amendment, alteration or change to the Products, or affix any other trademark, logo or inscription to such Products, including any alterations or change to the labels or hang tags without an agreement with Seller.
If Buyer breaches these Terms and Conditions of Sale, Seller shall be entitled to all rights and remedies under applicable law, and Buyer will also be liable for all of Seller’s legal fees and expenses incurred in connection with collecting the amounts due Seller. Should Buyer be in breach of one or more of the following provisions of these Terms and Conditions of Sale: 3 (Payment), 8 (Points of Sale; No Exclusivity Rights), 9 (Trademarks), 11 (Confidentiality), Seller shall also have the right, in addition to any other remedies available at law or in equity, to terminate or suspend in whole or in part the performance of any present or future order. Should Buyer, upon request by Seller, fail to guarantee its solvency or demonstrate credit worthiness to Seller’s satisfaction, Seller shall also have the right to terminate or suspend in whole or in part, in its sole judgment, any orders in progress even if confirmed, or future orders. As an example (but without limitation), failure to guarantee solvency means when Buyer has caused the registration of even one protest of a paper title (bill of change or check) even towards third parties or proves to be in default of a payment to Seller or to other third parties or is convened in an attachment action or for the foreclosure of any guarantee. On occurrence of any these events Buyer will have no right to any compensation for damages.
Buyer shall not use, disseminate or disclose, either directly nor indirectly, to any third party any information, pricing, customer lists, marketing materials, development, products, trade secrets, industrial practices, secrets, knowhow or other proprietary information of Seller. Buyer is prohibited, on penalty of legal action, from reproducing in full or in part the Products purchased from Seller or goods (including models or samples) seen at the time of or prior to purchase. Buyer is also prohibited from transmitting to third parties information that would enable the Products and goods to be reproduced in full or in part. Buyer undertakes and agrees that it will keep confidential and will not use for its own purposes (other than fulfilling its obligations under these Terms and Conditions of Sale) nor without the prior written consent of Seller disclose to any third party any information of a confidential or proprietary nature relating to Seller (including, without limitation, any trade secrets, confidential or proprietary technical information, trading and financial details and any other information of commercial value) which may become known to it under or in connection with or by virtue of these Terms and Conditions of Sale. This Section 11 shall not apply to any such information which Buyer can show is public knowledge other than as a result of a disclosure by Buyer or was already known to Buyer prior to the time of disclosure without any breach by the source of such information of any confidentiality obligation. Without limiting Seller’s other rights and
remedies under these Terms and Conditions of Sale, Seller shall be entitled to injunctive or other equitable remedies for a breach of this Section 11.
- CLAUSES OF ESSENCE; ASSIGNMENT
All provisions of these Terms and Conditions of Sale shall be considered as having been fundamental to Seller’s acceptance, if any, of Buyer’s order. No waiver of any of such provisions shall constitute a continuing waiver thereof or of any other provisions hereof. In no event shall Seller be liable for any incidental, special, punitive, or consequential damages (including but not limited to, lost revenue, goodwill or profit) of any kind whatsoever regardless of foreseeability or cause. Seller shall not assign any of its rights or duties under any order or these Terms and Conditions of Sale.
- FORCE MAJEURE
Seller will not be liable for defaults or delays due to acts or demands of any government or government agency, strikes, fire, floods, terrorist attacks, embargoes, strikes or labor unrest, accidents, weather, computer malfunction, or other unforeseeable causes beyond its control and not due to Seller’s willful misconduct or gross negligence.
- CHOICE OF LAW AND FORUM
These Terms and Conditions of Sale will be governed by and interpreted in accordance with the Commercial Court of Paris (FRANCE), without regard to the conflict of laws provisions thereof. Any dispute, claim or proceeding arising out of or in connection with these Terms and Conditions of Sale shall be exclusively brought in the Commercial Court of Paris, France. In making the foregoing submission to jurisdiction, Buyer hereby waives the benefit of any contrary provision of the laws of any State, country or subdivision thereof, other than the laws of France.
Seller reserves the right to specify at the start of each season prior to each ordering period a minimum amount (excluding taxes) below which Seller will not accept an order. Accordingly, Seller will be entitled to refuse any order below the amount it has set.
- PERSONAL DATA
Seller is responsible for processing personal data in accordance with the European Regulation (EU) 2016/679, with the purpose of managing the relations with the Buyer. The collection and processing of the Buyer’s personal data (surname, first name, email address and telephone number) are necessary for the performance of the contract.