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General Sales Conditions

- GENERAL SALES CONDITIONS

For the supply and delivery of goods and/or other services by En Vogue.

- DEFINITION

The following expressions shall have the following meaning hereby assigned to them unless the context would obviously require otherwise.

Acceptance: The written confirmation or payment of an order accepting of En Vogue offer as per the general sales conditions set forth herein.

Offer: The offer made by En Vogue to the retailer.

Contract: The contract concluded between Retailer and En Vogue, either by acceptance of offer by retailer as governed by the general sales conditions set forth herein. Until the contract has been concluded between En Vogue and the retailer, the word “contract” used in these general sales conditions shall mean the offer.

Contract effective date: The date upon which the contract comes into force.

Retailer: The buying party to whom En Vogue has made an offer or from whom En Vogue has received an order, or with whom En Vogue has otherwise entered into a relationship wherein En Vogue is the supplier of product and/or services and legal successors in title to the retailer and any assignee of the customer approved by En Vogue.

Date of acceptance: The date(s)  when the products or part of the products are actually accepted or deemed accepted.

Documentation: The documentation specified in the contract or in the general sales conditions.

En Vogue: En Vogue  France and all companies of which 50% (fifty percent) or more of the issued shares or voting rights are directly or indirectly owned by En Vogue France.

Parties: Retailer and En Vogue collectively.

Products: All product lines and goods that have been or will be supplied by En Vogue to the retailer and that may or not appear in En Vogue website.

Services: The services from En Vogue to the retailer specified in the contract or pursuant hereto, such as, if applicable, consulting, merchandising, training, advertising etc…

Site: The actual main site where the supplied products or parts of the products by En Vogue are to be showcased by the retailer.

Territory: the address of the site, except when situated in a hotel property, a specified perimeter for a souvenir item or a region to be determined on a case by case if it is a brand name.

Words indicating the singular only also include the plural and vice versa, where the context so requires.

The headings of the Articles are for convenience only and shall not affect their interpretation.

- I – INTRODUCTION

These general conditions establish the terms and conditions governing all requests for proposal, offers, contracts, sales or services performed by En Vogue and other legal relationships between En Vogue and the retailer which concern the supply and delivery of Products and/or services by En Vogue to retailer.

If upon acceptance of the Offer or other by placing an order with En Vogue, the retailer or corporate customer declares these general conditions valid in the version applicable at the time the order was placed. The reference to these General Sales Conditions contained in En Vogue offer shall be seen as the only reference made and these General Sales Conditions shall be applicable to govern the relationship between En Vogue and the buyer.

The retailer agrees to adhere to these conditions without reservation. No exception to these conditions will be deemed valid unless said exception has been approved in writing by En Vogue. Any deviating terms and conditions on the part of the retailer shall not be recognized by En Vogue unless En Vogue has expressly agreed to their validity in writing. No other general sales conditions or conditions of a similar type may prevail over the present General Sales and Service Conditions even if the former contains provisions to the contrary. In the event of a contradiction between the respective conditions of each party and in the absence of a resolution, the contradictory clauses shall be deemed null and void, without prejudice to the validity of the sales or service contract or the rest of the conditions stated herein. The retailer is a professional and is exempt from the provisions of consumer law. The general conditions of Consumer and private Customer shall not be applicable.

In the event the retailer has once entered into an agreement or other legal relationship with En Vogue to which these General Sales Conditions apply, retailer shall be considered to have tacitly agreed to the applicability of these General Sales Conditions to future agreements or other legal relationships with En Vogue.

Unless otherwise mentioned in the Offer, the Offer for the Denizen™ Bracelet shall be valid for a period of five (5) working days, all other lines will have a validity of thirty (30) days.

- II - ORDERING PROCESS

• II – 1: New display

The order placed by the retailer must be identical to En Vogue pro-forma invoice qualitatively and quantitively and acknowledged with a payment within five calendar (5) from the date of issuance of the pro-forma invoice, otherwise the sales contract will be deemed invalid. Provided there has been no price adjustment, a new pro-forma will be issued in replacement of the previous one with the same price otherwise a new adjusted unit price will be reflected. In order to avoid any error or modification when creating the order or that product numbers, prices, or sales conditions are modified by mistake, all documents shall be issued in pdf format or in Excel locked documents. The order confirmation shall include the modifications required as a result of these errors or modifications. The retailer must verify the order confirmation issued by En Vogue. No order can be cancelled once placed and paid for. No order will be considered as such if not paid in full in the event of availability of stock or 50% thereof in the event of an order to manufacture such product. No modification or cancellation of an order will be accommodated. Without prejudice to the abovementioned provisions, any order confirmed by En Vogue obliges the retailer to accept the delivery of the product or service ordered and to pay the agreed upon price within one week from notification. In the event of a delay in payment of a balance owed on an order, En Vogue will reserve the right to revise and adjust the unit prices as per market index as quoted on Silver bullion London Market quotes. In the event of a delay of over fifteen days in receiving payment En Vogue will apply a 5% storage and security storage in addition to adjusting accordingly the unit price, should the latter have appreciated on the silver bullion London Market quotes.

• II-2: re-orders

All reorders as subject to pre-packs

24 for PMAS

12 for GMAS

24 for PMA1-C

12 for GMA1-C

12 for PMAF-C

12 for GMAF-C

12 for PMAR-C

12 for GMAR-C

In the event of limited quantity, En Vogue reserves the right to breakdown a pre-pack of two dozens and supply one dozen instead to satisfy cumulative orders that have come simultaneously and used up all inventory stocked up for the retailer.

• II-3: order subject to prepayment

Any order confirmation issued for an order subject to prepayment will be valid for a maximum period of 5 working days within the same week. If payment in full is not effected within the sixth day from the order confirmation date, En Vogue will be entitled to void the order.

- III – TRANSFER OF RISK

Risk is transferred to the retailer or customer at the moment the carrier removes the goods from En Vogue warehousing facility or when we drop off ourselves the goods at the carrier, except in the case  we have made express provisions or arranged for the delivery ourselves to your location. The retailer is strongly recommended to purchase an insurance policy to protect his shipment from loss, theft or pilferage.

- IV – PRICING AND PAYMENT

All Products and Services are sold and all prices are quoted Free Carrier (FCA) St Maarten in accordance with Incoterms 2000. 

Our prices are exclusive of any tax, VAT, export or import duty (at destination) but include charges for standard packaging. Shipping is added separately in our commercial invoice. Shipping charges may be reflected in our pro-forma invoice, had we previously shipped to your destination or vicinity thereof.

Our prices are stated in US dollars in the American Continent (North – Central and South America and the Caribbean with the exclusion of these enclaves in the Americas:  St Pierre & Miquelon in North America, French Antilles in the Caribbean and French Guyana in South America). Our prices are by law stated in Euros for the Eurozone, and other European countries or countries trading principally in Euros. The price list made available to retailers is based on an immediate payment, particularly for precious metal jewelry and mainly for the Denizen Bracelet and its family with a validity not exceeding 5 working days from the date of issuance of our invoice. All other lines are subject to revision quarterly. A confidential updated pricelist is maintained current to the minute in our website. Please consult it prior to placing your order or consult us for a quote prior to placing your order.

If and insofar prices are related to periodical payments, En Vogue has the right to change such prices as effected by factory or raw material market index (for precious metals).

If and insofar the Contract mentions that the price is fixed and firm (with the exclusion of an product that has a high content of precious metal), this will be the case provided that:

1. The contract effective date will occur no later than the date mentioned in the contract and shall not be varied.
2. The quantity shall not be varied or diminished.
3. The specifications shall not be varied.

For regular local French retailers in St Maarten/St Martin payment terms shall be subject to a prior credit check, with a credit limit set for outstanding orders.

Under no circumstances may the retailer impose their own payment terms or discounts.

The accepted method of payment is that which is listed on the invoice. We cannot extend credit to international retailers located outside St Maarten/St Martin.

All payments shall be made by retailer to En Vogue in accordance with our international retailers payment procedures or our USA retailers payment procedures.

In the absence of payment terms for local retailers only, invoicing and payment of the Products shall take place prior to delivery thereof.

We accept wire payment – local St Maarten/St Martin check – US check made to our company director – French checks - credit card Visa and Master Card with a bank fee surcharge of 5.2% for international cards and no surcharge for French cards. We accept confirmed and irrevocable letters of credit with a surcharge of 700 euros and all charges born by the issuer, if opened by a prime US bank.

Failure to pay the balance of an order by the due date listed on the invoice (one week from the issuance of the invoice) shall result in the accrual of late fees equivalent to three times the French legal interest rate (applicable to French retailers). Any order for a new project not manufactured yet, shall require a 50% down payment, that can be guaranteed by a credit card, in case of failure on our part to deliver.

Each party shall be responsible and liable for any and all taxes and social premiums related to employees and other persons involved by the respective Party in the execution of the Contract and the Parties shall hold each other harmless for claims regarding such taxes and social premiums.

- V - DELIVERY AND SERVICE LEAD TIMES AND DELAYS

En Vogue is promised delivery by our subcontractors a turnaround of 60 days for a new production run. For a reorder the lead time is only 30 days.

En Vogue shall make every effort to ensure and uphold these lead times; however, lead time information is provided as an estimate only, and under no circumstances may En Vogue be held liable in the event of a late delivery. For reorders we will ensure to maintain an adequate stock for you, so your orders are serviced within 48hrs from the time you place and pay for your order. We will make every effort to adhere to the agreed upon delivery of your reorders, provided you feed us regularly with updates to track the speed of your stock depletion. If for any reason, we do not obtain in due time a stock update from you within 5 days from our request, we may, under no circumstances, be held liable if we cannot plan accordingly to stock for you which consequently could affect you in missed sales, particularly during your high season. If you place a reorder and fail to pay it or cancel it while we are awaiting your payment, and provided your reorder has not been processed, you will be invoiced for the time and expenses at the rate in force on the date of processing your order which will be at least $80 in fees.

If En Vogue at any time has reason to believe that the performance of its obligation will be delayed, En Vogue shall promptly notify retailer and shall subsequently define in writing the estimated period of delay.

Circumstances outside En Vogue’s control, including but not limited to circumstances which are attributable to the retailer such as delay in payment or delay of any retailer’s undertakings causing En Vogue a delay, shall entitle En Vogue to postpone any of its undertakings to such extent as is reasonable. For delays attributable to the retailer, En Vogue shall be reimbursed for its costs, if any or and retail shall void its deposit if its delay in payment exceeds sixty (60) days.

- VI - DELIVERY

The retailer must examine the goods upon receipt. The retailer is required to confirm that they are the intended recipient of the products delivered (verification of package labels), that there are no missing packages, and that the packages received are in good condition before the carrier leaves the premises of where the delivery was made. If a package is missing, or if a package shows evidence of mishandling, the retailer is required to note these reservations on the bill of lading submitted by the carrier and to notify En Vogue the same day. Any reservation noted in reference to evidence of mishandling must specify the type of evidence: packaging caved in, open, or punctured, pallet film wrap removed or pulled away, etc. The retailer must remove the goods from their packaging and inspect them within 48 hours to ensure that they conform to the order confirmation and that they lack any obvious defect or damage. The retailer must submit any reservations by email to shipping@en-vogue.us and a copy to sales@en-vogue.us confirmation of receipt to En Vogue no later than three days from the delivery date. If reservations were noted with the carrier when the goods were received and if, upon re-inspection, there is truly a package missing or items damaged, these reservations must be confirmed by email within three days from the delivery date sent to both the carrier and to En Vogue.

If the retailer fails to submit a confirmation of receipt and later fails to submit such reservations within a three-day period from the delivery date and in compliance with the abovementioned provisions, the following irrefutable assumption shall apply: it is assumed that the retailer has received all goods and that all shipment conform to the order confirmation and are free from any obvious defect, or that the retailer has accepted said defects.

- VII – REFUSAL OF ACCEPTANCE OF GOODS POLICY

The retailer is prohibited from refusing to accept any product ordered except where either of the two following conditions applies: the product delivered fails to conform to the order confirmation or an obvious defect is found to affect the product ordered. In the event that the retailer refuses to accept an order or part thereof or in back order, products may be stored at the retailer’s expense and risk. Should a deposit have been made, the unit prices shall be subject to price revision to reflect current prices at time or later delivery.

-VIII - ORDER CANCELLATION POLICY 

All orders are automatically processed on our secure merchant processor and sent for shipment or production as soon as we receive them from our retailers and customers.During this process we incur irreversible fees. Therefore, while we understand that orders might need to be changed sometimes, we are unable to do it free of charge after a certain point. We strictly adhere to the following cancellation policy:

• If you cancel your order BEFORE it has been shipped, you will be assessed a 10% cancellation fee before credit is issued.

• If you cancel your order AFTER it has been shipped, please follow our Return Policies & Procedures. The cancellation will have to be treated as a Return with all applicable fees as stated hereafter.

• Orders which are REFUSED AT DELIVERY will be assessed all of the applicable fees listed above - including restocking, cancellation and other applicable fees.

Most products distributed or retailed by En Vogue come with a warranty given by the respected manufacturer. However, En Vogue will handle returns and replacements of defective products on behalf of the manufacturer offering such warranties. On these items you are therefore encouraged to contact En Vogue directly by filling out the herein RRR form online.

Returns

All requests for returns must be made by simply filling out the herein form or by contacting our Customer Care Center (M-F, 9-5 AST) at the number indicated at the bottom of all our webpages.

But ultimately you will have to fill out this form so we may enact on your request as promptly and efficiently as we can with the help of the RRR Form.

RRR FORM

Your order number, item reference, quantity, reason for return, contact name, phone number etc.., and whether you want refund or replacement, must be filled out completely in their appropriate space in the herein RRR Form. Your RRR Form will be attended to promptly and our RRR staff  or Customer Service will contact you by phone or e-mail as per your expressed wish. If you do not hear from us in 72 hours (excluding weekends and holidays) please contact by email the sales representative with whom you placed your order or our Customer Care Center at sales@en-vogue.us.

Returns Acceptance Policy (Please Read Before Requesting RRR)

· A Request for Return or Reimbursement (RRR) Form must be received within 30 days of the invoice date.
· Along with your RRR Form, you will be issued a return authorization number for sending back your purchases ONLY for the following reasons:
- En Vogue shipping error
- Defective on Arrival  (see restrictive clause here below).
· A 15% Restocking Fee will be charged on all other cancelled or returns.
· Return freight must be arranged by you for all other returns regardless of the direction.
· Returned used products will be charged to your account.
· Returned products must be in their original packaging.
· If you choose the Refund option, a credit will be effectuated to your credit card or a check will be issued on receipt of the returned product less any ancillary charge.
· If you choose the Replace option, a replacement will be sent out, but if the original return is not received within two weeks, the replacement cost will be charged to your credit card.
· Special order items and discontinued items are not returnable and not subject to cancellation or refund.
· Irrespective of the address on the carton, all defective material must be returned to En Vogue at our main address at:
Maho Plaza # 7, Maho Reef
St Maarten

· If your situation is not listed in this policy or you feel you have unique circumstances, please call Customer Care Center (M-F, 9-5 AST) to discuss your situation. All numbers are posted at the bottom of this webpage or our invoices.

For products that are damaged in transit please notify the carrier immediately and then submit the RRR Form. If you see outward appearances of damage while receiving the goods, you may also choose to refuse delivery and inform En Vogue by e-mail shipping@en-vogue.us or phone Customer Care Center at the numbers stated herebelow.

You may elect for each instance to contact us by fax. Please see the number herebelow.

- X - CONFORMANCE OF GOODS

The representation of any product available for purchase as depicted on any type of medium (web site, catalogues, etc.) is provided for illustrative purposes only; these representations are non-binding and have no contractual value. Modifications may be made to the products available for sale; thus, non-conformance, as reported by the retailer, may only take account of the products’ capacity to fulfill the functions for which they were designed. If the retailer has a special need for a function or possible application of the product that cannot, objectively, be deemed essential, they must specify this need on their order so that the level of conformance expected can be guaranteed. A product having a product number different from that listed on the order confirmation is automatically considered to be non-conforming.

- XI - WARRANTY

Lalo Orna is protected by a 30 day warranty both to retailers and consumers. The Denizen Bracelet is protected by a lifetime warranty to the consumer. The warranty covers only the faceplate, provided online registration is made within 30 days from the date of the sale is concluded. All other lines are sold as is with no implied warranty other than expressly stated by the manufacturer, if any.

- In the event that the delivered product fails to conform to the order confirmation or has an obvious defect, as reported by the retailer upon delivery and/or within a period of three days and acknowledged by En Vogue, the delivered products shall be replaced free of charge within a reasonable timeframe.

- If, during the warranty period, a latent defect is discovered that renders the product unsuitable for its intended purpose, the retailer shall notify En Vogue in a timely manner by email with acknowledgement of receipt or confirmed by a phone call.

En Vogue shall then either have the retailer return the defective product, in accordance with the conditions set forth by Article XIII or deliver an equivalent product in exchange for the defective product. The warranty period shall be extended by a period of time equivalent to the number of days between the discovery of the defect and the replacement or repair of the device. The warranty offered by En Vogue and set forth in the present clause precludes the retailer’s right to file any claim for damages and interest pertaining to non-conforming or defective goods with the manufacturer for non proprietary right products.

- XII – WARRANTY EXCLUSIONS

Our products are not covered by a warranty. Any damage to the products due to a lack of proper display, exposing the product to extreme temperatures or exposing the product in direct sunlight, ocean mist, dust, exposed outside a roofed and ventilated locale, any improper use, an outside event (e.g., electrical shock, impact, flooding), or normal wear is excluded from the warranty. Any attempt of repair or alteration automatically terminates the warranty set forth in Article XI. Any use of the product after the discovery of a defect affecting said product, prohibits the retailer from availing themselves of the present warranty.

- XIII – PRODUCT RETURN

Any product return will be subject to a prior approval in writing from En Vogue. Once En Vogue has given an approval with the issuance of a return authorization number, the retailer must return the product as soon as possible. Returned products must be accompanied by a detailed explanation in which the retailer describes the defect(s) justifying the return of the product. Only those defects reported by way of said document shall be repaired free of charge or be deemed grounds for a product exchange, also free of charge, insofar as these defects are covered by the warranty. If performance of the warranty involves returning the defective product to En Vogue, any shipping costs to En Vogue shall be borne by the retailer and any return in exchange of a returned product, shall be borne by En Vogue. However, the risk of theft, loss, or physical wear to the product during transport shall be borne by the retailer; therefore, the retailer is responsible for taking all measures necessary to protect the device during transport (adequate packaging materials) and adequate shipping insurance. 

- XIV – RETENTION OF TITLE, RISK, TRANSPORTATION, STORAGE AND INSURANCE

Risk of loss and damage to the Products shall pass to the retailer upon delivery in accordance with the delivery term Free Carrier (FCA) Incoterms 2000 St Maarten.

The Products shall remain the property of En Vogue until En Vogue has received full payment in accordance with the Contract. Title and ownership of the Products shall pass to the retailer upon receipt of such payment.

Title to the product is transferred to the retailer on the date on which price is paid in full by the retailer, except for the Denizen™ Bracelet display which remains the property of En Vogue. In the event of damage to or loss of goods, the price of which has not been paid in full, En Vogue shall be subrogated to the rights of the retailer with respect to the retailer’s insurer. If the product is re-sold to a third party, the rules of real subrogation (transfer of rights in exchange for the resale price) shall apply beginning on the anticipated payment date if payment has not been effected in full on this date. This provision shall not prevent the transfer of risks that occurs upon hand-over of the goods to the retailer or their carrier, in accordance with Article III.

En Vogue will from time to time accept the request of a retailer to store his purchased products, provided we have space availability at a flat rate of $50 per month plus 1.5% of the product value to offset our cost and risk.

En Vogue declines all responsibility if the retailer does not purchase a storage insurance from an approved insurance company.

Shipping and transportation insurance. We do not insure shipment as our terms are FCA as per Incoterms, the risk is transferred with the delivery of the product to the carrier. The retailer is responsible to purchase an insurance to cover any risk from the time the shipment leaves our premises to the time it arrives to his facility.

- XV – LICENSE 

Subject to the terms and conditions set forth in this General Sales Conditions, retailer is hereby granted a non-exclusive and non transferable license to sell the product lines of En Vogue. Should an exclusive be granted, hence the retailer shall commit to purchasing annually a minimum quantity and amount to be determined on a case by case according to its location, population, tourism and many factors that may affect its sales volume.

Notwithstanding anything in the contract to the contrary, it is understood that the retailer receives no title of ownership rights to the brand(s) sold to him and all such rights remain with En Vogue or its suppliers.

In pursuance of the foregoing, retailer shall, subject to the mandatory provision of the United States, French and Netherlands act (“Auteurswet 1912)

• Not provide or make any documentation or any portions or aspects thereof (including any methods or concepts utilized or expressed therein) available to any person except to its employees or a “need to know” basis;

• Not delete any copyright or other marking from the documentation provided

• Not make any illicit copies or forged reproduction of the Denizen™ Bracelet.

• Not to sell any illicit copies or forged reproduction of the Denizen™ Bracelet.

• Nor reverse engineer the product.

• Not use the product for any purpose than permitted in this article or the contract.

• Not to retail the Denizen™ Bracelet outside its official display

• Not to resell the Denizen™ Bracelet to a third party retailer without our express consent.

The obligations of the retailer under these General Sales Conditions shall survive the termination or expiration of the contract for any reason.

- XVI - ENTIRE GENERAL SALES CONDITIONS TERMS

The Contract sets forth and shall constitute the entire general sales conditions to govern the relationship between En Vogue and the retailer with respect to the subject matter thereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one Party to the other concerning the subject matter of the contract.

- XVII - MODIFICATION OF GENERAL SALES CONDITIONS OR CONTRACT

No addition or modification of the General Sales Conditions or contract shall be effective or binding on En Vogue unless agreed in writing and executed by a duly authorized representative of En Vogue.

- XVIII - ASSIGNMENT

The retailer shall not have the to assign the Contract or any right herein without the prior written consent of En Vogue. However En Vogue shall have the right to assign the Contract to other En Vogue companies or an authorized regional distributor.

- XIX - LIABILITY
Information contained on this publication may be changed at any time without prior notice. Despite careful preparation, this publication may contain errors or omissions and En Vogue is not liable for any resulting losses or damages.

- XX – GENERAL LIMITATION OF LIABILITY

Except as expressly provided in this article or elsewhere in the General Sales Conditions or contract, En Vogue shall in any event be liable to the retailer under the contract for loss of production, loss of business, loss of data or loss of revenue or for any special indirect, incidental or consequential damages whether or not the possibility of such damages could have been reasonably foreseen or prevented.

The limitation of liability shall not apply with respect to damages related to a breach of the retailer’s obligations under License and Confidentiality agreement or Payment.

No action, regardless of form, arising out of any alleged breach of the General Sales Conditions or contract or obligations under the contract may be brought by Party more than one year after the cause of action has occurred.

- XXI- TERMINATION

Either Party may terminate the Contract by notice in writing to the other Party on the occurrence of any of the following events:

• If the other Party shall commit a material breach of the Contract and after receipt of a written notice specifying the breach or default shall fail to remedy the breach within specified period of time set forth in the said notice, which period of time shall be reasonable taking into account all relevant circumstances.

• If the retailer sells the Denizen™ Bracelet are sold directly from the display emptying the tubes and consequently disfiguring the global visual merchandising implemented internationally.

• If bankruptcy or insolvency proceedings are instituted against the other Party and such proceedings are not dismissed within thirty (30) days from the date of proceedings, or the other Party makes an assignment for the benefit of its creditors.

• Due to a force majeure event, in accordance with the provisions set herein.

• Provisions contained in the contract or these General Sales Conditions that are expressed or by nature intended to survive the expiration or termination of the Contract shall survive such expiration or termination.

- XXII – LIABILITY & DISPUTES

In the event that En Vogue is held contractually liable for breach or misfeasance of its obligations, the penalty thereby due may not exceed the nominal value at the initial sale of the goods or services giving rise to the damages. Any dispute in relation to the present general sales conditions, whether said dispute pertains to their validity or to their application, shall be brought before the St Maarten lower court, unless the parties have decided by mutual agreement to bring their dispute before an arbitrator selected by the parties for this purpose. In the event that En Vogue the retailer is held contractually liable for breach or misfeasance of its obligations, the penalty thereby due shall equate to the full prejudice giving rise to the damages and presented to court. Any dispute in relation to the present general sales conditions brought by En Vogue against the retailer shall be brought before the court which has jurisdiction over the domicile of the retailer.