1. The following Wholesale Terms and Conditions shall apply to any purchase order from Cecilie Bahnsen ApS (Vermundsgade 38C, 2100 Copenhagen Ø, Company number: 39699419), hereinafter called CB, unless otherwise agreed upon in writing. The Wholesale Terms and Conditions shall be subject to changes periodically and without notice.
ORDER CONFIRMATION
2. A contract shall be considered binding once the Buyer has placed an order with CB on Le New Black or has submitted an order with a CB sales representative, and when the Buyer has received a written order confirmation by e-mail from CB.
3. The customer is obligated to check the order confirmation and submit any order entry errors within five (5) days after receipt of the Order Confirmation. In case the customer does not object within this period, the purchase order is binding.
4. CB may, in its discretion, accept the Buyer’s request for amendments or additions to the order submitted or placed; however, such amendments will normally not be accepted after five (5) days from the date of acceptance. Amendments or additions made will only be accepted if the sales period has not closed, unless otherwise agreed between CB and the Buyer.
CANCELLATION
5. CB reserves the right to cancel an order at any time for no reason.
6. CB may accept or reject a request from a Buyer to cancel or change an order at is sole discretion. In cases when CB accepts a cancellation of or a change to an order, CB reserves the right to invoice the Buyer 45% of the reduced net value of the order on Net7 terms. CB reserves the right to treat unclaimed goods or non-compliance with payment terms as a cancelled order, and will invoice the Buyer the 45% cancellation fee.
DELIVERY
7. Unless otherwise agreed in writing or stated on the order confirmation, the standard delivery term on all orders is ex-works and shall be made in accordance with ICC Incoterms 2020 by CB’s factory or warehouse. CB may, depending on the circumstances, assist in arranging dispatch of the ordered goods if this has been agreed in writing and accepted by CB on a case by case basis and always from the customer’s account.
8. The delivery window shall be stated on the order confirmation. At any time prior to the delivery window, CB shall be entitled to postpone the delivery window by fourteen (14) calendar days for any reason. CB shall notify the Buyer of such postponement within a reasonable time.
9. All cancel dates are Ex-factory.
10. CB will always aim to do 100% shipment of the goods ordered, but in situations where part of the production is delayed, the order may be split into several shipments at CB’s discretion.
11. Partial shipments due to production issues does not give the Buyer the right to cancel the entire order.
12. CB’s production and delivery of goods depends on the availability of raw material, fabrics and other necessary products. Such impediments to production and other impediments or circumstances, which are beyond the control of CB, such as strikes, lock-outs, accidents, a state of war, official measures etc., shall void CB’s obligation to deliver or provide compensation for goods.
In the event of such circumstances, CB is obligated to advise the Buyer of the occurrence of such impediment.13. The delivered goods shall comply with the sample collection as shown. The delivered goods shall be considered to comply with the order, even if CB has made minor alterations and amendments, and shall not entitle the Buyer to any compensation or any other remedy.
COMPLAINTS AND NON-CONFORMITY
14. The Buyer shall inspect the received goods with regard to quantity and quality immediately upon arrival of the goods. Any complaints must be made by the Buyer in writing and must be received by CB no later than eight (8) days after the date of delivery to the Buyer – otherwise the goods shall be deemed to have been accepted by the Buyer.
In the event of non-visible damage, the complaint shall likewise be submitted no later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, no later than six (6) months after the delivery date.
15. Any complaint must be specific, documented and contain a precise specification on the contents of the complaint, and will only be accepted subject to CB’s approval on a case-by-case basis, upon which the Buyer will receive compensation for tailor receipt, replacement goods or credited with an amount corresponding to the returned goods. A replacement or a reduction in payment is the Buyer’s sole remedy for defective goods.
If it turns out that there is no defect, the Buyer is obliged to cover all the expenses CB had in this regard, including costs of returning the product.
16. Any claims on separate goods do not give the Buyer the right to cancel other parts of an order.
RETENTION OF TITLE
17. CB retains title to the goods until payment incl. interest and costs are paid in full. The Buyer is obliged to take all necessary precautions to protect CB’s property until ownership is transferred to the Buyer, in case the goods were delivered on credit. All costs incurred in connection with the enforcement of the retention of title shall be paid by the Buyer.
PAYMENT
18. Unless otherwise agreed in writing or stated on the order confirmation, CB’s standard payment term is 30% deposit, 70% prepayment before shipment. The 30% deposit invoice is due upon receipt of the Order Confirmation. If the Buyer fails to comply with the standard payment terms, these will automatically be changed to 100% prepayment at CB’s choice. If the Buyer has credit terms and does not comply with CB’s credit requirements for obtaining goods on credit, CB will inform the customer that payment terms are 100% prepayment. This applies whether the customer previously purchased on standard payment terms with credit.
19. In case of delayed payment, a reminder fee of 13,5 EUR will be charged upon receipt of the second reminder and a 1,8% interest will be charged for each commenced month as from maturity date. Deduction in the payment cannot take place if the counterclaim has not been accepted by CB.
20. Under no circumstances shall CB incur any bank charges as a result of the Buyer’s payment methods, including any and all UK and international transfer charges.
21. The full costs incurred by CB to obtain any documents legally required for the shipment of Buyer’s order will be invoiced to Buyer and will be paid in full by Buyer before the shipment is released.
22. CB may postpone delivery or cancel the order if payment is not made on the due date. This is true for both deposit and credit invoices. Any financial loss that CB incurs as a result hereof shall be compensated fully by the Buyer.23. The Buyer shall only sell the goods at an agreed-upon location, physically and online. Marketplaces need to be approved by CB.
24. The Buyer is not allowed to re-sell the goods to other retailers, wholesalers or rentals.
PRICES
25. All prices are stated in EUR, excl. VAT, freight, duties and other taxes.
26. The Buyer shall make every effort to follow the recommended start date for the markdown/ sales period of CB’s merchandise and shall comply with this period. The Buyer shall make every effort not to include carryover styles in the markdown/sales.
SWAPS OR RETURNS
27. Stock swaps and returns needs to be confirmed by CB. No returns will be considered without prior written approval by CB. Any swap reorder must exceed at least 120% of the value of the returned goods, if nothing else has been agreed.
EXEMPTION FROM LIABILITY (INCLUDING FORCE MAJEURE)
28. The Parties shall not be liable if the following non-exhaustive circumstances of force majeure occur and prevent or postpone the performance of the Agreement: war and mobilization, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and ex- port restrictions, death, illness or absence of key staff members, computer viruses or any other circumstances that are beyond the Parties direct control. In such case, the Party shall be entitled to postpone fulfillment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this, if the obstacle causes fulfillment to be postponed for more than six (6) months.
INTANGIBLE RIGHTS
29. The customer is aware that all trademarks, logos, symbols, and similar trade characteristic (the characteristic) belonging to CB is CB’s intangible property. The customer may not without prior written agreement with CB modify or copy characteristics. If a customer wishes to create marketing material containing features such material must be approved by CB in advance. CB is at any time - whatever the reasons or prior approval - entitled to ask the customer to stop the use of Characteristics.
PRODUCT LIABILITY AND LIMITATION OF LIABILITY
30. CB shall be liable for injury and damage caused by CB’s products after the products have been placed on the market to the extent that this is required by law. Notwithstanding the above CB shall not liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever.
DATA PROTECTION
31. Processing of personal data may occur for the purposes of executing the customer’s order. Accordingly, any personal data may be disclosed to other independent data controllers such as freight carriers etc. for the purposes of fulfilling the customer’s order. Any processing of personal data is subject to all necessary security procedures and will be deleted when storage hereof is no longer required or necessary.
VENUE AND GOVERNING LAW
32. This Agreement shall be governed by and construed in accordance with Danish law, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
33. Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Copenhagen, and the language to be used in the proceedings shall be Danish.