RETAILER TERMS & CONDITIONS OF USE

Retailer terms and conditions are only available for below countries right now. The terms and conditions for other countries will be available shortly.

For more information, please contact your sales representative.

CANADA

B2B Terms and Conditions - Canada

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of Joseph Ribkoff Inc. (“Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us unless we specifically sign a document agreeing otherwise. Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorised to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept such order. We may choose not to accept orders at our sole discretion, even after we send you a confirmation of your order (a “Sales Order Confirmation”). Once you place an order with us and we have accepted it, we will issue you a Sales Order Confirmation. It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing of your wish to cancel any open orders before such orders have shipped. You may not cancel an order for which we have already shipped the Products, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery.
Prices and Price Modifications. We will notify you of the price for the Products when you place your order. We reserve the right to modify pricing at any time.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received by us . We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process.
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by Company in full.
Delivery. We will use reasonable endeavours to deliver the Products to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Products to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Return Merchandise Authorisation number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date you initially received the product(s). Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Products. If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
Payment Terms. Payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Intellectual Property. As an authorised Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products or the Joseph Ribkoff brand. In these cases, we grant you a limited, non-exclusive license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RELATED TO A BREACH OF ITS OBLIGATIONS HEREUNDER, WHETHER BY NEGLIGENCE OR OTHERWISE OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO THE COMPANY FOR THE PRODUCTS FROM WHICH A CLAIM ARISES.
Privacy. If you have made an application for credit, you authorise the Company to obtain your credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy.
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these modified Terms and Conditions.
Confidentiality. As an authorised reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all Information and copies thereof,, within thirty (30) days of the cancellation of any order or the termination of our relationship or destroy same and provide proof thereof. Notwithstanding the foregoing, you shall not be required to delete any system back-up media such as copies of any computer records or files containing Information which has been created pursuant to automatic archiving or back-up procedures on secured central storage servers, however any such Information shall continue to be subject to the confidentiality obligations contained herein. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 16 hereinabove, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and shall supersede any previous agreement you have with us. These terms and conditions may only be amended by you by a written agreement with us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement.

AUSTRIA

B2B Terms and Conditions – Austria

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of RJ Austria GmbH Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening procebss. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

BELGIUM

B2B Terms and Conditions – Belgium

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of RJ Belgium Consulting BVBA Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

CYPRUS

B2B Terms and Conditions – Cyprus

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of Joseph Ribkoff Distributions Limited Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

FRANCE

B2B Terms and Conditions – France

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL France SARL Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

GERMANY

B2B Terms and Conditions - Germany

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL Germany GmbH Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

ITALY

B2B Terms and Conditions - Italy

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL Italy SRL (“Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us.
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made as per the due date determined pursuant to your agreement with the Company. (the “Due Date”). In the event payment is not received on the Due Date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title, or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIABILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

SPAIN

B2B Terms and Conditions – Spain

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL High Fashion Design S.L. Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

SWITZERLAND

B2B Terms and Conditions – Switzerland

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL Switzerland SAGL Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”). The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice. In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros. Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.

UNITED KINGDOM

B2B Terms and Conditions – United Kingdom

Effect of these Terms and Conditions. These terms and conditions (the “Terms and Conditions”) apply to the purchase and sale of JRDL UK Ltd. Joseph Ribkoff”, the “Company”, “we” or “us” as the case may be) products (the “Products”). By signing these Terms and Conditions, or otherwise placing an order for Products from us, you accept and are bound by these Terms and Conditions. These Terms and Conditions override any terms and conditions that are inconsistent with these Terms and Conditions in any purchase orders or other documents you use or in communications you send to us (unless we specifically sign a document agreeing otherwise). Failure to comply with these Terms and Conditions entitles us to cancel any open orders you may have with us. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms and Conditions. Our use of the words “you” and “your” include the company, corporation, or other entity for which you are authorized to act.
Product Availability. Product availability is subject to change without notice. We reserve the right to cancel any orders that you place for Products that are no longer available, at any time.
Orders, Sales Order Confirmation. You agree that any order you place with us for the purchase of Products is an offer to buy, under these Terms and Conditions, all the Products listed in your order. We are not obligated to sell any Products to you until we accept, confirm, and ship such order. We may choose not to accept orders at our sole discretion. Once you place an order with us and we have accepted it, we will send you by email a confirmation of your order (a “Sales Order Confirmation”). It is your responsibility to review this confirmation and advise us of any errors therein. The Sales Order Confirmation will indicate a “Start Ship Date” and a “Cancellation Date”. We will endeavour to ship the Products on a date that falls between the Start Ship Date and the Cancellation Date that is indicated on the Sales Order Confirmation. On or after the Cancellation Date, if we have not yet shipped the Products listed in the applicable Sales Order Confirmation, you may notify us in writing if your wish to cancel any open orders before such orders have shipped. Once the Products are shipped, the parties herein will be bound and you will not be able to cancel an order for which the Products have been shipped, even if you notify us in writing of your desire to cancel the order on or after the Cancellation Date. The Start Ship Date and any delivery date given by us to you is an estimate only and we will not be held liable for any loss occasioned by failing to deliver on or by that estimated delivery date. All orders remain conditional to proper credit standing until the time of delivery. We reserve our right to cancel any order, even after we issued a Sales Order Confirmation, at any time, if we are unable to deliver for any reason, from time to time.
Prices and Price Modifications. You will find the price for the Products applicable when you place your order at the following link Clothing | Joseph Ribkoff. We reserve the right to modify pricing at any time. Nevertheless, but subject to paragraph 6 herein below, we commit to invoice the Products ordered at the applicable price when the order is placed. All prices, and amounts payable, under the Agreement are in Euros.
Order Cancellations. You may cancel your order: 1) within seven (7) calendar days of that order being placed, without charge, unless we have already shipped the order; or 2) after the Cancellation Date in accordance with Section 3 above. Cancellations will not be effective until written notice of the requested cancellation is received and confirmed by Joseph Ribkoff. We will not be liable for any losses you incur in connection of any such cancellations.
Taxes, Duties and Shipping Costs. We will arrange for shipment of the Products to you. Unless otherwise specified on the Sales Order Confirmation, the taxes, duties and shipping costs that you will be responsible for will be provided to you by us as part of your account opening process. These shall include all manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between you and us
Title. The title of the Products is passed on from the Company as per the specified shipping terms of the order. The Company maintains a lien on the Products until payment is received by us in full. Claims for shortages or other errors in delivery must be made in writing to us within 10 calendar days after receipt of shipment, and failure to give such notice will constitute unqualified acceptance and a waiver of all such claims by you. Claims for loss of or damage to Products in transit must be made to the carrier, and not to us.
Delivery. We will use reasonable endeavours to deliver the Products subject to its availability, to the delivery point and on the date requested in your order. However, we will not be liable for any losses you may suffer as a result of a delay or failure to deliver the Products.
Returns. Returns will only be accepted in accordance with these Terms and Conditions. If you wish to return Product(s) to us after you have received them, within seven (7) days of delivery of such Products, you must email or telephone the Company and request a Returns Authorization number (an “RMA”) after advising us of the style number, colour and size of the Product(s) to be returned together with the reason for the return. No returns of any type will be accepted without an RMA number. Our provision of an RMA number to you is not an indication that the return of the Products will be accepted by the Company, but merely an agreement that the Company will investigate the reason for the return. The Products must be received by the Company at the address indicated in the RMA within 14 days of the date we sent you an RMA number. Upon receipt of the duly authorized returned goods, we will validate conformity with the submitted reason for the return. If we determine that the return is valid and that the Products are in a condition that is acceptable to us, we will, at our entire discretion, either give you a credit for the value of the returned Products or replace the Product(s). If we conclude that the returned Products do not meet the reason for the return or are not in a condition that is acceptable to us, we will return the Products to you with an explanation for our non-acceptance and the amount originally invoiced for the Products will remain payable if still outstanding. Products returned to us must be in the original packaging, have all original tags attached, and not have been worn, altered or damaged in any way. You will be responsible to pay us an administrative fee of up to 15% (of the value of the returned Products) for any Products we return to you for any of the aforementioned reasons. For greater certainty, we do not offer cash refunds, only credits to your account that you may use for future purchases of Products from us.
Invoicing. An invoice will be provided to you subsequent to the shipment of Products. You may not exercise set-off with respect to any payment owing to us.
No Warranty. WE MAKE NO WARRANTY TO YOU UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Payment Terms. Payment is made no later than 60 days upon issuance of the invoice (the “Due Date”).The following discounts will be applied to early payment as follows: (i) a discount of 4% on invoices paid within 10 days from the issuance of the invoice, and (ii) a discount of 2.25% on invoices paid within 30 days from the issuance of the invoice. All discounts will be applied against the price of the Products before taxes, duties and/or shipping costs. In the event payment is not received on the due date, we reserve the right to charge you for all costs incurred to collect, including but not limited to lawyers’ fee, collection fees, etc., and interest at the rate of 12% per annum calculated monthly on the unpaid balance, as of the date following the due date (“Late Payment Penalties”). Late Payment Penalties are due and owing without the need for us to issue a formal notice.In the event of late payment, you shall automatically be liable to the Company, in addition to the Late Payment Penalties, for a fixed indemnity for collection costs of 40 euros.Without prejudice to the foregoing, payment terms for your account are within our sole discretion and will be indicated in the invoice you will receive for any Products which you have purchased and have been shipped to you. If we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or cannot be determined or the amount owing would exceed your credit limit, we may require you to pay for the Products prior to delivery. Without waiving any of our other rights or remedies, we may refuse additional orders from you until all overdue amounts are paid in full.
Payment Portal. Please note that the payment portal available on the website, will permit you to pay any outstanding invoice on your account with us, regardless of whether the Products were ordered via the website or otherwise.
Intellectual Property. All intellectual property rights (including, without limitation, patents, trademarks, registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in Products or arising out of or relating to the design or manufacture of Products or the provision of services shall belong to and remain vested in us. Nothing in the Agreement grants you any right, title or interest in or to our intellectual property. As an authorized Joseph Ribkoff reseller, we may provide you with marketing materials featuring our Products. In these cases, we grant you a limited, non-exclusive, revocable license to use and distribute these materials in accordance with the instructions provided by us. You are not authorized to create your own marketing materials featuring the Joseph Ribkoff brand unless pre-approved in writing by us.
Copying and Counterfeit. Joseph Ribkoff is the sole owner of the Joseph Ribkoff brand. The authorization to sell our Products which we supply to you, in no way grants you any permission whatsoever to copy or re-brand our Products or commit any like offence. Additionally, we will not tolerate any acts that could discredit or damage our brand reputation. Any such activities may result in the termination of our business relationship, with all amounts owing by you to be immediately due. Additionally, we reserve all rights to pursue legal action against you, your company and its directors if required. Further, you will indemnify us for any such action and any and all damage incurred, including legal fees.
Limitation of Liability. The liability arising from the breach of any condition or warranty in relation the Products sold to you is limited to the replacement of the Products or the refund of the price paid for the Products, at the Company’s sole option. IN NO EVENT SHALL JOSEPH RIBKOFF BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICK LIBAILITY)_OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND WHETHER OR NOT JOSEPH RIBKOFF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY AMOUNT GREATER THAN THE AMOUNT PAID TO JOSEPH RIBKOFF FOR THE PRODUCTS FROM WHICH A CLAIM ARISES. The liability of Joseph Ribkoff to you, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under the terms of this Agreement, in lieu of any and all other remedies at law or in equity.
Privacy. If you have made an application for credit, you authorize the Company to obtain personal credit information in relation to the application for credit. The Company may give information about you to a credit reporting agency to obtain a credit report or to allow the credit reporting agency to create or maintain a file relating to your business. The Company will comply with all privacy requirements applicable to it. Additionally, in the event you have purchased Products from us, or have subscribed to receive our newsletters and other marketing communications via our website or social media, such actions shall be considered consent for us to contact you, namely by sending you commercial electronic messages, with respect to business needs, as well as future promotions, and other marketing activities. For more information on how we may use your personal information, consult our Privacy Policy
Modifications. The Company reserves the right to modify these Terms and Conditions at any time. Your continued purchase of our Products is your deemed acceptance to these Terms and Conditions.
Confidentiality. As an authorized reseller of Joseph Ribkoff Products, we trust you with certain confidential information. You agree to maintain all non-public information and data which is proprietary to the Company and related to the Products purchased pursuant to an order or to the Company's business disclosed to you hereunder confidential ("Information"). You agree to use the Information for the sole purposes of performing your obligations hereunder and agree not to disclose the Information other than to your employees having a clear need to know, and such employees are subject to similar confidentiality obligations. You shall be responsible for any unauthorized disclosure of Information by such employees. Upon the written request of the Company, you shall return all tangible Information and copies thereof, within thirty (30) days of the cancellation of any order or the termination of our relationship. The provision of this section shall survive the expiration or termination of the relationship or cancellation of any order.
Entire Agreement. Unless otherwise agreed in writing between you and the Company, and subject to paragraph 18, these Terms and Conditions constitute the entire agreement between us with respect to the subject matter hereof and may only be amended by a mutual written agreement between us.
Severability. If any provision herein is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included herein.
Relationship of Parties. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
Jurisdiction. Unless otherwise agreed in writing between the Company and you, these Terms and Conditions shall be governed and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The parties expressly agree to exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. You agree to attorn to the exclusive jurisdiction of the courts of the Province of Québec, in the district of Montreal. All causes of action against the Company arising out of or relating to this Agreement or the performance will expire unless brought within one (1) year of time of accrual thereof.
Language. The parties have expressly requested that this Agreement and all related documents, including notices and other communications, be drafted in English only. Les parties ont expressément exigé que la présente convention ainsi que tous les documents qui s'y rattachent, incluant les avis et autres communications, soient rédigés en anglais seulement
Consent. The present general terms and conditions of sale as well as the price lists and rates referred to in the URL link of article 4, are expressly approved and accepted by you, who hereby declares having read and understood said general terms and conditions.