TERMS AND CONDITIONS OF SALE – DE PARME DESIGN B.V.
(hereinafter referred to as the Terms and Conditions of Sale)

1. Conditions of Sale

1.1. These Terms and Conditions of Sale govern the legal relations between the  limited liability company De Parme Design B.V. (hereinafter: De Parme Design)  and you, the retailer (hereinafter: the Retailer). 

1.2. Applicability of any terms and conditions of sale of Retailer is excluded.

1.3. Changes to these Terms of Sale are valid only if expressly agreed in writing. 

2. Ordering Process
2.1. De Parme Design offers its jewelry designs, rugs and other designs (hereinafter referred to as the Motifs) to Retailer either directly or through its sales agents.

2.2. Orders placed by Retailer with De Parme Design, directly or through any third party, are binding.

2.3. De Parme Design confirms each order to Retailer by means of the standard  confirmation form (hereinafter Order Confirmation).

2.4 De Parme Design issues a quotation following a made order by Retailer, which is valid for 1 week. During that time De Parme Design receives approval for the order converting the quotation to an order confirmation with down payment terms.

3. Delivery
3.1. In the Order Confirmation, De Parme Design confirms the designs ordered, applicable prices and estimated delivery dates.’

3.2. Delivery dates provided by De Parme Design are estimates only and De Parme  Design will use all reasonable efforts to deliver by such date.

3.3. If a delivery date is exceeded, De Parme Design will not be liable to Retailer for any compensation. Retailer is also not entitled to dissolve the agreement, unless the exceeding of the delivery date is of such a nature that it is not reasonable to expect Retailer or its client to entail continuation of the relevant part of the agreement.

3.4. If the delivery of any reference material or the payment of any stipulated advances or other payments is later than the agreed deadline, De Parme Design is entitled to extend the delivery period by at least the period of the delay.

3.5. Once the Designs are delivered to Retailer’s premises, all risk of loss and damage shall be the responsibility of Retailer.

3.6. Unless Retailer has inspected the Designs and has notified De Parme Design in writing within 48 hours of delivery that the Designs do not (fully) meet the relevant specifications or descriptions, the Designs shall be deemed accepted in good order and condition.

4. Cancellation and return of designs
4.1. Unless otherwise agreed in writing by De Parme Design, no returns will be accepted.

4.2. If De Parme Design agrees to return Designs, they must be undamaged and in a resalable condition and delivered carriage paid to De Parme Design.

5. Amounts due and terms of payment
5.1. Amounts are exclusive of sales tax (VAT). Unless otherwise agreed, payment of amounts due will be made within 7 days after Retailer receives the Order Confirmation.

5.2. If Retailer has not paid any amount due within the period mentioned in [5.1], a monthly 2.5% late fee will be charged on the outstanding amount and De Parme Design may charge all extrajudicial and judicial costs in this regard with a minimum of 10% of the outstanding amount.

5.3. Other than setting off any advances made by it, Retailer may not set off, suspend or deduct the amount owed by it.

5.4. Retailer shall bear the cost of transportation of the designs.

5.5. For a new order, a down payment of 50% applies in order to put the jewelry into production. The full amount must be paid before delivery the full amount must be paid.

6. Obligations De Parme Design and warranty
6.1. The Designs are original creations of De Parme Design and meet a series of criteria for quality, precision and craftsmanship.

6.2. All Designs produced by De Parme Design are covered by a 12-month warranty, which is valid under normal conditions of use from the actual date of delivery, provided that the Designs are serviced exclusively at Retailer or another authorized retailer.

6.3. This warranty does not cover normal wear and tear, improper or inappropriate use of the Designs, such as bumping, dropping or crushing and after any maintenance performed outside the official network, which may damage the Designs, for which De Parme Design cannot be held responsible.

6.4. The 12-month warranty on jewelry is limited to fastenings and assembly.

6.5. If a defect in the Designs is visible and is the result of faulty production, De Parme Design will repair or replace the Designs. Alternatively, De Parme Design may decide to credit the Seller for all payments made by the Seller with respect to such Designs

6.6 In case of daily intensive/ careless use causing heavy usage damage, repair costs will not be reimbursed. De Parme Design can mediate the process for shipping the damaged jewelry to the studio. Cost of shipping will be borne by the customer.

7. Obligations Seller

7.1. The Retailer shall: 

a. use its best efforts to promote, market and sell the Designs and to represent De  Parme Design with respect to the Designs;

b. undertake to apply prices to the Designs in accordance with the selling prices  recommended by De Parme Design and, in the event that the retailer wishes to  grant a discount, it will communicate such discount only to the respective customer  and will not use discounts in its general communication; 

c. immediately notify De Parme Design of any material change in its operations that  could affect its relationship with or amounts due to De Parme Design; d. comply with all laws and other regulations; and 

e. avoid unethical or deceptive business practices or actions that may be harmful or  otherwise detrimental to the reputation or integrity of (the brand with respect to) the  Designs, De Parme Design, its designer and director and any other person working  for De Parme Design.

8. Communication and evaluation
8.1. Any plan for promotion, marketing or other form of PR related to the designs, must be discussed in advance with De Parme Design and the implementation of any final plan requires the prior approval of De Parme Design.

8.2. The parties will keep each other informed with information about any event or development regarding the De Parme Design brand and the Designs, which information may be of interest to the other party.

8.3. Quarterly and as needed, the parties will evaluate relevant aspects of their cooperation, such as marketing, other forms of promotion, sales, prices, special offers and any other subject that either party wishes to discuss.

9. Intellectual property rights
9.1. The Designs, the trademark DE PARME, the trade name De Parme Design and the Designs are protected under national and international intellectual property rights, such as trademark law and copyright.

9.2. Retailer may use these intellectual property rights only for identifying, promoting and selling the Designs as a retailer to customers and in no way against the interests of (the brand in relation to) the Designs and De Parme Design or its director or designer or any other person working for De Parme Design. The retailer’s right to use the intellectual property rights expires immediately upon the expiration or termination of the relationship with De Parme Design.

10. Termination of the Agreement
10.1. Either party may terminate this contract with 30 days notice. De Parme Design shall not be liable for any loss or damage resulting from such termination.

10.2. In addition to the conditions set forth in these Terms of Sale and the legal provisions, De Parme Design has the right to terminate the contract with Retailer without notice:
a. if and as soon as Retailer becomes insolvent or files for bankruptcy or suspension of payments. If Retailer has not fulfilled all of its obligations to De Parme Design at the time of termination of the agreement, all rights granted to Retailer shall lapse automatically, without the need to take any legal action; and or

b. if Retailer commits any act that may be harmful or otherwise detrimental to the reputation or integrity of (the brand with respect to) the Designs, De Parme Design or its director or designer or any other person working for De Parme Design.

11. Retention
11.1. Ownership of the Designs shall remain with De Parme Design and shall not pass to the Seller until the amounts due for the Designs are amounts have been paid in full and received by De Parme Design. Until the title of the designs expires.

11.2.
a. De Parme Design has the authority to repossess, sell or otherwise deal and/or dispose of any or all of the designs;

b. De Parme Design and its agents and employees have the right at any time and without notice to enter any office or other property on which the designs or any part thereof are stored, or which De Parme Design reasonably believes to be stored. ;

c. Retailer shall store or mark the designs in a manner reasonably satisfactory to De Parme Design, indicating that ownership of the designs remains with De Parme Design; and

d. Retailer will insure the designs to their full replacement value and ensure that De Parme Design is named on the insurance policy as the beneficiary of the loss. Whether or not ownership of the Designs remains with De Parme Design, the risk of the Designs passes to the Seller upon delivery.

12. Liability and indemnity
12.1. De Parme Design’s total liability for direct damage is in any case limited to the maximum compensation received by De Parme Design in the 30 days immediately preceding the moment when De Parme Design’s liability arose. Direct damage means only material damage directly resulting from an attributable fault or wrongful act of De Parme Design. The limitation of liability mentioned in this article does not apply in case of intentional acts and gross negligence of the directors and managers of De Parme Design.

12.2. De Parme Design’s liability for damage other than direct damage as defined in the previous paragraph is hereby excluded. Damage other than direct damage includes consequential damage, trading loss, loss of profit, lost savings, damage due to business interruption and damage arising from or relating to the materials supplied by De Parme Design.

12.3. Any claim must in any case be made within six (6) months of the occurrence of the damage for which it holds De Parme Design liable. Retailer shall indemnify De Parme Design for any third party claims.

13. Force majeure
13.1. If either De Parme Design or Retailer cannot fulfill their obligations due to force majeure, these obligations will be suspended for as long as the force majeure continues. If this period exceeds thirty (30) days, either party is entitled to dissolve the agreement in whole or in part in writing, without any obligation to pay any form of compensation. Payments already due shall remain due and payable.

13.2. Force majeure on the part of De Parme Design includes non-delivery or late delivery by any third party; illness and temporary or permanent disability of employees of, or third parties engaged by, De Parme Design, whereby Retailer is not entitled to reimbursement of costs or compensation for loss.

14. Miscellaneous
14.1. Retailer may not resell the designs to another Retailer or other professional party.

14.2. Retailer is not entitled to assign its rights or obligations to third parties.

14.3. Should any section or provision of these Terms of Sale or of any agreement between De Parme Design and Retailer become void or voidable at any time, the remaining terms and conditions shall remain in full force and effect. To replace the void or voidable section or provision(s), a new term will be drafted that approaches the intention of the parties as closely as possible.

14.4. The parties will provide all information it obtains about the other party, of which it reasonably.

14.5.These Terms of Sale and all agreements between the parties shall be governed by Dutch law and any disputes shall be submitted exclusively to the competent court in Amsterdam.