SelftitledAB –Wholesale Terms and Conditions
1 BINDING AGREEMENT AND ORDERS
1.1 The following Wholesale Terms and Conditions (the “Wholesale Terms and Conditions”) terms of delivery and general conditions will apply between Selftitled AB (“Selftitled”)and a company placing an order (the “Client”) on Selftitled’s online portal for wholesalers (the “Wholesale Portal”). The Wholesale Terms and Conditions will apply regardless of whether the Client has logged in and entered the order itself on the Wholesale Portal or if the Client has, via phone, e-mail or other means of communication, instructed Selftitled to enter the order into the Wholesale Portal.
1.2 Orders shall be placed via the Wholesale Portal unless otherwise agreed in writing. By placing an order, the Client accepts the terms set forth in these Wholesale Terms and Conditions as applicable at the time of the order.
1.3 Once the Client has placed an order,and such order has been received by Selftitled, Selftitled will send an e-mail to the Client, confirming safe receipt of the order (the “Order Receipt”). The Order Receipt is not a confirmation that the order has been accepted, but merely a confirmation that the order has been received and is being processed by Selftitled.
1.4 The Client is bound by each order placed by the Client for 16 weeks from the Order Receipt (the“Acceptance Period”). Selftitled will send an e-mail to the Client, specifying if the order is accepted in full or only partially (the “Order Confirmation”). If an order has been confirmed in full by Selftitled within the Acceptance Period, both parties enter into a binding contract in relation to the products that are included in the Order Confirmation. If an order has been partially confirmed by Selftitled within the Acceptance Period and the Client does not object to such deviations between the order and the Order Confirmation within five (5) days of receipt of the Order Confirmation, both parties enter into a binding contract in relation to the products included in the Order Confirmation. The Client may only object to deviations consisting of replacement products, notdeviations consisting of volumes supplied being lower than in the relevant order.
1.5 The Client hereby undertakes to only reveal the login information to the Client’s account(s) on the Wholesale Portal to the Client’s personnel authorized to place orders with Selftitled and acknowledges that all orders placed on the Wholesale Portal by using the Client’s account(s) will be binding on behalf of the Client, in accordance with Section 1.4.
1.6 The Order Receipt and the Order Confirmation will be sent to the e-mail address provided by the Client. The Client undertakes to inform Selftitled if the e-mail address shall be changed. The Client undertakes to review all messages from Selftitled sent to such e-mail address.
2 CANCELLATION/CHANGE OF ORDER
2.1 The Client may request to cancel or change an order within the Acceptance Period or after the order has been confirmed via the Order Confirmation. Such request may be rejected or accepted by Selftitled, at Selftitled’s discretion.
2.2 Should Selftitled accept a cancellation or change of an order, Selftitled shall have the right to retain any amount paid via deposit in accordance with Section 7.2. If no, or only partial, deposit has been made, Selftitled shall have the right to charge the Client an administration fee of 35 % of the value of the order.
2.3 If the Client has overdue invoices from Selftitled, Selftitled shall have no obligation to send new deliveries to the Client, even if an Order Confirmation has been sent out, thus this will be treated as a cancellation and a cancellation fee will be charged.
3 UNCLAIMED GOODS
Should the Client fail to collect goods made available to the Client, Selftitled is entitled to charge the Client for storage cost and other costs that arise in relation there to. If the Client has not picked up the goods within 15 days from the delivery date Selftitled AB reserves the right to sell the goods to a third party or otherwise dispose of the goods. The Client shall nevertheless be obliged to pay the full amount of the net order value of the goods.
4.1 Unless otherwise specified in the Order Confirmation, delivery will be made Ex Works (Incoterms 2021) and the place of pick up will be indicated in the Order Confirmation.
4.2 The delivery window of the collection, as specified in the Order Confirmation, is approximate and refers to the dispatch of the goods from Selftitled’s warehouse or manufacturer. Cancellation of delayed goods will only be accepted if they are delayed by more than sixty (60) days after the last day of the delivery window, and only in relation to the delayed order or the part of the order that is delayed. Cancellation shall be the Client’s sole remedy for late delivery. The Client shall not be entitled to cancel the order if the cause of delay is due to the Client, for example, if Selftitled with holds the goods due to late payment by the Client.
4.3 Selftitled’s obligations to deliver goods depends on the availability of necessary components (E.g.cloth, leather etc.). Previous mentioned hindrances and other various obstacles where Selftitled is not in control, such as strike, lock-out, accident, state of war, official measure, pandemics etc. voids the potential obligation of Selftitled to deliver or provide replacement products. Selftitled is obliged,in the event of such conditions, to advise the Client immediately when it has become clear that the goods cannot be timely delivered.
5. THE DELIVERED GOODS/COMPLAINTS
5.1 The delivered goods shall in material aspects conform with the goods shown at as sample collection, with small changes according to comments and development. However, since every garment is unique, small differences may appear without the goods being considered defective and without giving the Client any rights of complaint and/or return.
5.2 The Client shall upon reception of goods control that quality and quantity is correct. Any complaints are to be written and reported to the point of contact at Selftitled within eight (8) days of reception of goods.
Complaints and/or claims will only be accepted subject to the approval of Selftitled in each separate case, upon which the Client will be given replacement goods or be credited an agreed amount comparative to the returned goods.
Replacement goods or refund is the Client’s sole remedy for defects in the goods.
5.3 Claims on separate goods does not give the Client the right to cancel other parts of the order.
5.4 Consumer complaints received by the Client shall be forwarded in writing to Selftitled within 15 days of the Clients receipt. If the Client requires the decision of Selftitled, a request for the same shall be sent to Selftitled with the complaint forwarded being marked urgent. All claims from consumers will only be accepted subject to the approval of Selftitled and any requests to return products must be approved by Selftitled before any product is returned to Selftitled.
5.5 The Client shall as soon as possible and no later than ten (10) days of receipt of a customer complaint relating to Selftitled’s products notify Selftitled of such complaint and include the specific details of the complaint with pictures.
Selftitled’s liabilities to the Client are limited in each separate case to terms of these general conditions. In no case will Selftitled assume any liability for loss of profit or damages of direct or indirect nature. In no event will Selftitled’s liability exceed an amount corresponding to the Client’s payments made to Selftitled during the 12 months preceding the event giving rise to liability.
7 PRICE AND PAYMENT
7.1 All prices applicable to the ordered goods are the prices listed on the Wholesale Portal at the time of the placement of the order, unless otherwise agreed between the parties. The applicable prices are also included in the Order Confirmation. All prices are listed excluding value-added tax.
7.2 The Client shall make a payment of 35 % of the purchase price for each order within 10 days from the date the Client received the Order Confirmation, otherwise Selftitled has the right to cancel the order. The remaining amount of the purchase price for each order shall be paid within 30 days from the date the Client received the invoice in relation to the order.
7.3 In case of late payment, Selftitled will charge a penalty interest rate of two (2) percent per month and Selftitled is entitled to retain a third-party debt collector. The Purchaser shall be liable to refund Selftitled for any fees incurred by Selftitled for such third-party debt collector. Selftitled shall be entitled to allocate payments from the Purchaser to the oldest outstanding invoice. Selftitled shall have no obligation to deliver any goods tothe Purchaser as long as any payments by Purchaser to Selftitled is overdue.
7.4 In case of late payment of an order by more than 10 days, Selftitled shall be entitled to cancel such order and to sell the goods to a third party or otherwise dispose of the goods.Purchaser shall nevertheless beliable to pay the full amount of the net value of such order.
7.5 All goods remain the property of Selftitled until full payment has been paid.
8 CLIENT’S OBLIGATIONS
8.1 The Client understands that Selftitled’s brand and products requires selective distribution in order to support and sustain the luxury image of Selftitled. Accordingly, Selftitled only participates with selected retailers, including the Client, that meet certain standards of Selftitled in order to support Selftitled’s luxury image. While evaluating a retailer, Selftitled specifically looks at the sales location, the selection of goods, advertising and the sales presentation, which all must highlight and otherwise promote the character of Selftitled’s products and the Selftitled brand. An authorized retailer must not give the impression of a limited selection of goods, low-quality outfitting or inferior advice.
8.2 With reference to section 8.1 above in order to support, and not undermine, the luxury image of Selftitled, the Client understands that the location of sale of Selftitled’s products is an important part of the Selftitled brand and agrees to participate in good faith discussion with Selftitled regarding where to sell Selftitled’s products. TheClient undertakes to only sell Selftitled’s products in its brick and mortar stores, as listed in the e-mail through which the Client obtain edits username and password to the Wholesale Portal. The Client is entitled to offer and sell the products on the internet, provided, however, that that internet sales activity is conducted on an online site approved by Selftitled in writing, and provided that the luxury character of the products is preserved. However, the Client must not use a different name or engage a third-party undertaking which has not been authorized by Selftitled, which for avoidance of doubt shall include that the Client is prohibited from selling Selftitled’s products on third party online sites and marketplaces without Selftitled’s approval.
8.3 In order to protect Selftitled’s trademark and goodwill, all forms of press, PR and sponsorships of influencers concerning the products of Selftitled is managed from the headquarters of Selftitled, no such activities are allowed without the approval of Selftitled. Furthermore, any marketing material in relationto the sale of Selftitled’s products, including but not limited to posters, signs and images, must be approved in advance by Selftitled.
8.4 The Client will make its best efforts to follow the recommended start date for markdown/sales period of Selftitled’s goods and to not include carry-over products in mark-downs.
8.5 The Client is aware that the trademark OUR LEGACY and other trademarks used from time to time by Selftitled is the intellectual property of Selftitled and that all the Client's use of these trademarks shall inure to the benefit of Selftitled. The Client shall have no right whatsoever to tamper with or copy such trademarks. Selftitled shall have the right to in advance approve such advertising by the Client that includes Selftitled’s trademarks, this includes, but is not limited to, Client’s purchase of adwords that include the word “Selftitled”, which shall always require Selftitled’s prior written consent.
8.6 The Client acknowledges that any breach against its undertakings in provisions 8.1-8.5 in these Wholesale Terms and Conditions will damage the goodwill of Selftitled. The Client undertakes to pay liquidated damages corresponding to 10% of the Client’s order value for the twelve (12) months preceding the breach, for each instance of breach against the afore mentioned provisions.
8.7 If the customer requests an exchange during the current season and Selftitled approves this service, Selftitled retains the right to add 20% of value of total exchange. Transportation charge for exchange of goods is paid by the customer.
9 PERSONAL DATA
10.1 This Agreement may be terminated by Selftitled for no cause with two (2) weeks written notice. Any obligations relating to orders placed and confirmed prior to termination shall however be honoured by both parties, and such orders shall continue to be subject to the terms of this Agreement.
10.2 Selftitled is entitled to cancel specific order(s) or to terminate this Agreement in its entirety with immediate effect if (i) the Client fails to make timely payments or otherwise commits a breach or non-performance of this Agreement, or (ii) the Client enters into liquidation, either voluntary or compulsory, enters into composition or corporate reorganization proceedings, enters in to receivership, or otherwise becomes or can be deemed to have become insolvent, or if Selftitled otherwise may reasonably assume that Purchaser will be unable to fulfil its payment obligations under this Agreement (“Termination for cause”).
10.3 If Selftitled terminates the Agreement for cause, Selftitled shall be entitled to cancel all orders with immediate effect. If Selftitled cancels an order for cause, Selftitled shall be entitled to sell the goods to a third party or otherwise dispose of the goods. The Client shall nevertheless be liable to pay the full amount of the net value of such orders.
10.4 For the avoidance of doubt, the Client’s obligation to pay all amounts, including accrued interests, owed to Selftitled under this Agreement shall survive expiration or termination of this Agreement for any reason, and all provisions which by their nature survive expiration or termination of this Agreement, including but not limited to sections 6, 8.1, 8.5, 8.6, 8.7, 10.4 and 11.1, will remain in effect after the expiration or termination of this Agreement.
11.1 The Wholesale Terms and Conditions may be amended by Selftitled at anytime, at Selftitled’s discretion, with two weeks written notice.
12 GOVERNING LAW AND JURISDICTION
12.1 This Agreement is governed by the laws of Sweden, excluding the UNIDROIT principles and excluding the International Sale of Goods Act. All disputes, controversy or claim, relating to agreements between Selftitled and any Client towhich these general conditions apply shall be settled in Sweden by the district court of Stockholm.
Last date for modification: January 2024