Agreement

By submitting an order for the purchase of products to TINYCOTTONS S.L. (hereafter referred to as “The Company”), the retailer acknowledges and agrees to the terms and conditions set forth herein.

This contract replaces any previous oral or written agreement between the parties relating to the same object to which it refers.

The Company may, at any time and at its sole discretion, change these terms and conditions. The Company will inform of said changes to the retailer.

The present general terms and conditions, however, do not apply to agreements between The Company and consumers.

The retailer is an authorized retailer (non-exclusive) of The Company products.

 

Order Conditions

The minimum order amount is EUR 3.000 or USD 3.000.

All prices are in Euros (€) or US Dollar ($), depending on your region. Taxes and shipment costs are to be determined in your payment conditions.

All orders/reorders for products shall be submitted by the retailer within the periods indicated by The Company to do so. The Company shall inform the retailer in advance about the date of start and the date of ending of such periods. All orders/reorders shall be submitted in writing by the retailer, through the B2B system or by any other option indicated by The Company.

Reorders will only be accepted for a minimum amount of EUR 500 or USD 500 and when are placed within the same season as the main order.

No orders/reorders shall be fully confirmed until accepted by The Company in writing and until the deposit fee has been paid by the retailer and received by The Company.

The Company has the right to cancel not fully confirmed orders/reorders at any time.

The Company has the right to modify, adapt, adjust, correct any of their printed designs because of any legal reasons.

The Company has the right to cancel ordered articles due to minimum production reasons. Retailers will be informed in due time, so that they can adjust the order.

 

Prices and Payment Policy

The purchase price for retailers for each of the products is listed in The Company´s official price list. The Company may change such official price list at any time.

Any modification in the prices of The Company´s official price list will be communicated by The Company to retailers as soon as possible, being applicable from that moment. Modifications on prices shall not affect to the orders placed before such modification of prices.

All the products shall be delivered with the following INCO terms: CIP for European retailers, DAP or DDP for retailers outside the European Union, Ex Works if the client decides to organize own pick-up at The Company ´s warehouse.

Standard payment terms: 30% deposit to be paid at the time of the order confirmation and the 70% paid before delivery.

Any special payment terms are to be agreed in advance with The Company.

 

Payment options

The retailer must follow the payment described below, except if there is a previous condition granted before by The Company.

The retailer shall make payment by bank transfer or credit card via ADYEN.

·    bank transfer: bank transfer fees shall be paid by the retailer

·    ADYEN: a 3% extra charge will be added (and paid by the retailer), let us know and we will send you a payment link.

If retailers have pending payments, The Company will be entitled to suspend deliveries and/or postpone or cancel the orders until balance is not paid.

 

Cancellation Policy

In case retailers decide unilaterally to cancel their orders, the deposit fee already paid shall not be refundable.  The deposit fee shall be considered as a cancellation fee.

Orders with unpaid pre-payments, could be cancelled by The Company without prior notification.

 

Shipping Policy

The Company operates with a worldwide shipping company. Unless otherwise agreed, shipping costs will be added to the total amount of the invoice and shall be borne by the retailer.

All the Products shall be delivered with the following INCO terms: CIP for European retailers, DAP or DDP for retailers outside the European Union, Ex Works if the client decides to organize own pick-up at The Company´s warehouse.

The Company shall not be held responsible for any delays in shipping including local delivery errors or international customs problems.

 

Tax and International Shipping

Where applicable, the retailer will be responsible for all taxes and customs duties. Overseas deliveries may be subject to local import duties and taxes, which shall be borne by the retailer upon receipt, and may be affected by customs and excise delays.

 

Retention of Title

Notwithstanding the other provisions in these Sales Conditions, The Company  shall retain ownership and title to the Products delivered to the Purchaser by The Company until the Purchaser has made full and final payment of all amounts (including interest, costs and penalties) that it owes to The Company  under all Agreements entered into between The Company  and the Purchaser, including all joint obligations and all claims by The Company  based on default on the part of the Purchaser with regard to these Agreements. Nevertheless, the Purchaser may, in the ordinary course of its business, process or, in the event the Purchaser is a distributor of The Company, sell these Products owned by The Company.

 

Recommended Sales Prices

The Company will provide retailers with a Recommended Retail Price (RRP) list in Euros or US Dollars only.

 

Complaints and Return Policy

Any differences in quantities with packing list shall be communicated in writing by the retailer to The Company within 1 week of delivery for insurance purposes.

Any damage/defect occurred during transport must be communicated in writing by the retailer to The Company within 24 hours of delivery for insurance purposes.

Once the aforementioned periods have elapsed without receiving written complaint from the retailer, it will be understood that the shipment is correct and no claim on it will be accepted.

The retailer shall send an email to The Company providing reference of the product, complete description of the incidence and pictures of damaged product or box.

Once The Company has received the aforementioned communication from the retailer, The Company shall study the case and shall give an answer to the retailer within the 10 following days.

 

Defective products

Any damage/defect in garments will only be accepted if it is a manufacture default. The claim shall be made within current season only.

The retailer shall send an email to The Company with an attached picture of the defective articles with their reference, size, name of the article and quantity. For any query, you can contact your sales rep.

In case of the retailer receiving a complaint from an end-consumer regarding defective products during the legal warranty period, the retailer shall inform The Company within 30 days from receipt and the retailer shall send an email to The Company with an attached picture of the defective articles with their reference, size, name of the article and quantity.

The Company shall examine the cases of alleged defective products and if it is verified that the product is defective, The Company will decide at its sole discretion between replacing the defective product for an equivalent product or issuing a credit note for the amount.

Returned merchandise must be unused and in original packaging.

 

Intellectual Property Rights

No public display of The Company´s collection is allowed before we send the sneak peek to the retailer.

All rights regarding The Company´s products, signs, trademarks, designs and any materials, including the brand, website or any other material, are owned by The Company.

The retailer acknowledges the intellectual and industrial property rights of The Company over The Company´s products, and in particular, but not limited to, the rights of The Company regarding designs, trademarks, copyright, know-how and industrial and/or trade secrets related to The Company´s products, its manufacture, design, marketing, labelling and advertising.

The retailer shall not use the brands or logos of The Company or any other right of The Company without the prior authorization in writing from The Company.

Any copy or use of the brand, website or its contents, by copying or storing it, in whole or part, other than for your own personal/non-commercial use, it is prohibited without the prior authorization from The Company.

 

Sales Period and Private Sales

The Company retailers who either change location of store or decide to set up a pop-up store must contact their sales agent if they want to distribute The Company in such locations.

Any change of business channel, temporary or permanent, must be previously communicated to The Company. The Sales period is regulated by the laws of each country.

 

Confidential Information

The retailer shall neither use nor disclose to any third parties any confidential information concerning the business, affairs, or the products, which it may acquire during the course of its activities under this agreement. In addition, the retailer shall take any and all necessary precautions to prevent any such disclosures by any of its employees, officers, directors, representatives.

 

Data protection

The parties assume the full commitment of compliance with the obligations set forth in the applicable data protection regulation.

 

Force Majeure

The Company shall not be liable for failure to perform or delay in performance or delivery of any products due to fires, floods, strikes, governmental acts or orders or restrictions, failure of suppliers, or any other reasons that is beyond the reasonable control of The Company and is not caused by the negligence of The Company.

 

Assignment

The Company may transfer, assign, charge, subcontract or deal in any other manner with all or any of The Company´s rights and obligations under these terms and conditions to a third party. This will not affect the retailer's rights or obligations under these terms and conditions.

The retailer may only transfer, assign, charge, subcontract or deal in any other manner with all or any of the retailer’s rights or obligations under these terms and conditions to a third party with the prior authorization in writing from The Company.

 

Severability

Should one of the clauses above or part of one of the clauses above be legally invalid, validity of the other clauses of these general terms and conditions remains unaffected.

 

Jurisdiction and Governing Law

The breach of any of the obligations and commitments described, gives The Company the right to claim for damages, among other actions, that could lead because of this breach.

This agreement shall be governed by and will be interpreted in accordance with the laws of Spain.

In case of any litigation, disagreement, or claim arising from these general terms and conditions of sales and delivery, the parties expressly submit to the jurisdiction of the courts of the city of Barcelona.