Terms & Conditions of Sale

Article 1 – Scope

These Terms & Conditions of Sale govern relations between the Parties. They prevail over any stipulation that might feature in the Purchaser’s Terms & Conditions of Purchase or in any other document the latter might use.
The Purchaser is considered, simply on the basis of his/her order, to have accepted these Terms & Conditions of Sale which were made available to him/her and which s/he approved.

Article 2 –Price clause

Prices are indicated exclusive of VAT (ex. VAT) and may be revised at any time without notice.

Article 3 –Acceptance of orders

All orders must be confirmed in writing without fail (whether by email, fax, letter or order form), with indication of the product references and in accordance with the delivery units mentioned beside KIPLAY’s prices.
The Seller shall commit to fulfil any order made directly or indirectly via any representative, agent or distributor only once it has accepted it in writing by sending the order confirmation. Acceptance may also result from the shipment of the ordered goods. All orders must be for an amount of at least €100 ex. VAT. Orders below this amount will be accepted in return for an additional flat-rate administrative processing fee of €10 ex. VAT, which will be added to the invoice. Any change requested by the Purchaser shall only be taken into account if it reaches the Seller in writing before the production and shipment of the parcel, notified in writing to the Purchaser. The Purchaser undertakes to accept the delivery of all the goods s/he ordered within one month of them becoming available. Beyond that timeframe, the Seller may choose to either invoice the outstanding quantities, by keeping them available to the Purchaser, or cancel the agreement for the quantities in question without providing notice thereof.

Orders of corporate branded clothing:
In all the aforementioned cases, the minimum order quantity on a design basis is 40 garments for the first order. For restocks of less than 40 garments, a 20% surcharge will be applied to the unit price ex. VAT, with a minimum of 6 garments on a design basis. In line with common practice, surplus or missing items that might arise in deliveries of corporate branded clothing will be accepted by the Purchaser with a tolerance of 2% more or less.

Article 4 – Prototypes and samples

Prototypes (branded clothing) will be invoiced at the offer price + €20, and samples (catalogue products) will be invoiced at the going rate. They may not be returned or give rise to a credit note under any circumstances.

Article 5 –Price increases for large sizes and prices for custom-made sizes

Sizes 62 to 66 and size 7 will be invoiced with a 30% surcharge, and sizes 68 to 70 and size 8 will be invoiced with a 50% surcharge. Special inside leg measurements of 72 cm/76 cm/88 cm/94 cm/100 cm will be invoiced with a 30% surcharge. Custom-made sizes: flat rate for trousers €54, flat rate for jackets, blazers, dungarees and jumpsuits €70 for basics. For corporate branded clothing, please contact us. In all the aforementioned cases, the minimum order quantity is 2 garments.

Article 6 – Individual datasheets

The administrative management of individual datasheets will be invoiced at €1 ex. VAT per datasheet. Preparation of individual parcels will be invoiced at €0.50 ex. VAT per garment.

Article 7 – Non-disclosure

Studies, photographs, drawings and documents made available or sent by the Seller remain its property; the Purchaser may not communicate them to third parties on any grounds whatsoever without the Seller’s prior permission.

Article 8 –Counterfeits

Pursuant to Articles L.521-1 et seq., L.713-2 et seq. of the French Intellectual Property Code, the Purchaser, on pain of legal action, is prohibited from fully or partially reproducing the designs and brands s/he will have purchased and known from the Seller. The same shall apply for the Seller’s advertising documents. The Purchaser is also prohibited from forwarding to third parties information enabling the full or partial reproduction of said brands and designs; by doing so s/he would run the risk of being found guilty of complicity in the crime of counterfeiting. Moreover, the Seller shall not be held liable for counterfeiting in the event it intervenes as a mere executor of a customer for the identical reproduction of a design.

Article 9 – Liability of the Seller in terms of the products

The products marketed by the Seller not bearing the CE mark should not, under any circumstances, be construed as personal protective equipment in the meaning of the applicable regulations. Consequently, the Seller shall not be held liable in terms of the personal protective equipment obligations.

Article 10 – Delivery

Delivery times are only ever given for information only. Exceeding the delivery time indicated by the Seller shall not give rise to any damages or to termination of the sale.
The following are considered to be force majeure situations, releasing the Seller from its obligation to deliver: strikes, fire, accident, inability to obtain supplies, war and riots.
The Seller would be released from its obligation to deliver in the event the aforementioned force majeure situations affect a raw materials supplier or any other establishment involved in market decisions.
Should said cases affect a carrier, delivery will take place by direct provision of the sold goods to the Purchaser, by the issuance of a notice that the sold goods are available to collect at the Seller’s premises as specified on the order form or by transfer to a carrier on the Seller’s premises.
The transfer of risks to the Purchaser takes place from delivery as defined above.

Flat-rate shipping costs:
For mainland France (subject to a general transportation increase):
. for order amounts of less than €100 ex. VAT €9 shipping costs + €10 administrative processing fees
. for order amounts between €101 and €250 ex. VAT: €14 shipping costs
. for order amounts between €251 and €500 ex. VAT: €20 shipping costs
. for order amounts between €501 and €750 ex. VAT: €30 shipping costs
. for order amounts of more than €751 ex. VAT and delivered to one site: carriage paid (i.e. no shipping costs)

Complaints:

Without prejudice to the measures to be taken regarding carriers, any complaint by the Purchaser for grounds of non-conformity and visible defects must be made in writing within eight days of receiving the goods and prior to any use, transformation or implementation of the products.

In the event of damage or partial loss of parcels during transportation, the Purchaser shall record the quantified reservations concerning the number of missing products on the carrier’s delivery receipt then notify a complaint to the carrier by registered letter with acknowledgement of receipt within three days of the delivery (Article 105 of the French Code of Commerce).

Returns:
Goods that are delivered and accepted cannot be returned. No returns will be accepted without prior agreement and indication of a return number. Any return not meeting these terms will be refused upon receipt. No returns will be accepted one month after the invoicing date. All returns must be sent together with the return order and must indicate our invoice references.
The costs and risks of return shall always be borne by the Purchaser.
Any item that has been used or transformed by the Purchaser cannot be returned. Only unused items will be accepted for return.
Any item that is specific to an order or which has been customised (embroidered logo or other) cannot be returned either.
All returns that are accepted by the Seller will lead to a credit note being issued to the Purchaser, following a quantitative and qualitative check of the returned goods, including the administrative processing fee, minus 10% of the net unit price to cover return expenses.

Article 11 – Payment terms

The price is determined “ex-works” at the applicable price on the day of the order.Opening of a customer code is subject to provision of bank details, a business identification (SIREN) number, main activity (APE) code and VAT number.Payment is due 60 days from the invoice date; payment made within ten days gives rise to a 2% discount.Payment is made by electronic bill of exchange.

Article 12 –Late payments and defaults on payments

Any sum outstanding past the due date indicated on the invoice shall lead to the application of penalties of an amount equal to one-and-a-half times the legal interest rate.
In the event of a default on payment and if a notice to pay has gone unheeded for 48 hours, the Seller may demand immediate payment of the outstanding sum due and suspend or cancel ongoing orders.
All the above being subject to any damages for the loss suffered.

Article 13 –Retention of title

Transfer of ownership over the goods sold is subject to full payment of the price by the due date by the Purchaser.
This retention of title shall apply automatically in the event of insolvency proceedings or compulsory liquidation, personal or fraudulent bankruptcy (Act of 25/01/1985 – Article 121).

Article 14 – Liability of the Purchaser

The Purchaser shall bear all risks that the sold goods may incur or cause from the day of shipment. S/he must insure the goods against all risks and damage, for the benefit of the persons entitled thereto, and must, whenever the Seller so requests, justify having taken out such insurance and paid the corresponding premiums.

Article 15 – Applicable law

The agreements between the Parties are governed exclusively by French law.

Article 16 – Competent court

Only French courts shall be competent to hear disputes concerning the agreements between the Parties.The Commercial Court of the Seller’s registered office shall have exclusive jurisdiction.