General Purchase and Sales Conditions of Trendzeit HandelsgmbH
1.
Scope
These General Purchase and Sales Conditions (AGB) apply to the delivery of individually produced designer goods,
jewelries and/or accessories (the Goods) to Trendzeit HandelsgmbH (Trendzeit) by the designer (the Designer; together
with Trendzeit the Parties or each a Party). This comprises all legal transactions between Trendzeit and the Designer in
connection with the delivery of Goods for sale via the online shop of Trendzeit on www.trendzeit.com (the Webshop and
the designer platform connected to the Webshop the Designer Platform) and the boutique in 1050 Vienna or any other
boutique of Trendzeit (together the Boutique). The AGB and the aforementioned legal transactions relating to delivery
and distribution of the Goods between Trendzeit and the Designer together the Agreement.
Deviating conditions of the Designer shall only be applicable, if Trendzeit has explicitly agreed to them in writing.
These AGB are available for download as amended on www.trendzeit.com.
2.
Presentation of the Goods in the Webshop
2.1
The Designer obtains access to the Designer Platform in order to enable him to make offers to Trendzeit for the entering
of his Goods into the Webshop. For that, the Designer shall provide to Trendzeit figures of the Goods, which meet the
(technical) requirements and provisions of Trendzeit. Coincidently, the Designer shall notify to Trendzeit the specified
sales price of the respective Good for the customers of Trendzeit. The sales price shall correspond to the value of the
Good estimated by the Designer.
2.2
Right after the Designer has correctly entered the description, the figures, the price, the available quantity, the estimated
delivery period (including shipping time) and all other information requested by Trendzeit in standardized form with regard
to the Good on the Designer Platform, Trendzeit has the opportunity to accept, within a period of 7 days, the offer of the
Designer for the sale of the Good to its own customers via the Webshop, otherwise the offer is considered to be rejected.
The offer created by the Designer is entered into the Webshop upon acceptance. The decision whether the Good is
entered into the Webshop or not, shall exclusively be incumbent upon Trendzeit and does not need to be justified by
Trendzeit vis-à-vis the Designer.
Should Trendzeit reject the offer because of an overstated value of the Good by the Designer and Trendzeit propose
another reduced value of the Good, the Designer may request to have entered the Good into the Webshop at this
reduced price.
2.3
The Designer shall be bound to the agreed upon price upon acceptance of the offer and offering of the Good to order in
the Webshop.
Should the Good, for whatever reason (as e.g., due to a sale to an external party), not be available any more, the
Designer shall set the Good to “not available” on the Designer Platform in such time that no disadvantage arises to
Trendzeit. The Designer shall indemnify and hold harmless Trendzeit in this respect.
After expiration of a time period of 90 days from initial presentation, the Designer may request the Goods not yet ordered
to be removed from the Webshop.
2.4
Trendzeit aims to periodically carry out promotional activities (in particular discount campaigns) together with the
Designer. Promotional activities shall be undertaken irrespective of the initial offer of the Designer and at the terms and
conditions agreed upon in the individual case. Promotional activities shall, in general, be borne in equal shares both by
Trendzeit and the Designer.
2.5
The Designer shall not be entitled to any claims should a Good not be sold to a customer.
2.6
The terms pursuant to Points 2.1 to 2.5 shall apply irrespective of the type of distribution and whether the distribution of
the Goods is primarily undertaken via the Webshop or via the Boutique.
2.7
Insofar as necessary or useful for the marketing of the Goods, Trendzeit shall be entitled, in coordination with the
Designer, to request from the Designer, at any time, further figures and information with regard to himself or his Goods in
general (as e.g., size tables according to which the Designer produces his Goods, figures of any Goods of the Designer
put in the limelight with models or information for a “presentation of the Designer”) and to put online on
www.trendzeit.com.
3.
Delivery
3.1
Delivery of Goods has, in principle, to be made following an order by a customer in the Webshop or in the Boutique or
following an order by Trendzeit. The Parties may agree to deliveries made upon request by the Designer. The respective
conditions are then to be agreed upon each individually between the Parties.
3.2
The Webshop enables customers to request from Trendzeit delivery of Goods to the Boutique on trial. This happens by
selection of the Good in the Webshop by customers. It is clarified that the sale of the Good to a customer is not already
concluded by order in the Webshop, but by conclusion of the sale pursuant to Point 4.2.
Right after an order is made in the Webshop, the Designer receives a respective notification via e-mail.
3.3
After receipt of such order notification, the Designer shall send the Good in such time to Trendzeit that the Good is
available in the Boutique within the estimated delivery period as offered by the Designer. For this purpose, the Designer
has to make sure that the Good is available and ready for delivery.
The Good is, in any case, considered to be sent in time, if it is sent on the day following the day of order until 10 a.m. local
time at the latest. The delivery of the shipping confirmation including the tracking number of the logistics service provider
and the order number (from the online order) shall be sent to Trendzeit until 12 a.m. local time of the same day at the
latest. The bill of lading including the article number and the order number shall be attached to each delivery.
Should delivery, for whatever reason, not be possible in time, the Designer shall immediately inform Trendzeit about this
circumstance and notify the estimated time of delay.
More than one delivery shall, to the extent possible and feasible, taking the delivery periods into consideration, delivered
in one batch.
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Trendzeit may request the Good not to be sent to the Boutique, but to any other address.
3.4
Sending of the Goods shall be made by the Designer by the parcel service appointed by Trendzeit. To the extent
possible, Trendzeit will provide the Designer with the necessary packaging (cartons). The costs for sending the Goods
shall be borne by Trendzeit. All deliveries made upon request by the Designer shall be excluded; in such case, all costs
shall be borne by the Designer. Risk of accidental loss or deterioration of the Goods shall pass to Trendzeit with delivery
to the carrier (para 429 of the Austrian general civil law (ABGB)).
3.5
Trendzeit shall be free to exhibit delivered Goods in the Boutique or to simply put them on stock. Deliveries, which have
been made on upon request by the Designer explicitly for the purpose of exhibition in the Boutique shall be excluded.
3.6
Trendzeit is, in principle, interested in keeping stocks in the Boutique low. As a consequence, Trendzeit shall be entitled
to send back all Goods not yet sold to the Designer at its own cost at any time. Goods, which have been delivered upon
request by the Designer shall be excluded; in such case, Trendzeit (i) shall be bound by the agreed upon term and (ii)
shall be entitled to resend at the cost of the Designer only after expiration of a term of 14 days to be granted for collection
by the Designer.
3.7
The Designer shall be entitled to request, at the earliest 14 days after delivery of the Goods not yet sold, resending of
them at the cost of Trendzeit, unless Trendzeit contradicts and claims that a sale of the Good appears to be likely within a
period of the following 8 weeks (e.g., due to the forthcoming Christmas- or any other seasonal sale). In cases where
delivery has been made upon request by the Designer, all costs for resending shall be borne by the Designer. Should the
Goods to be resent be a selection of Goods, which has been made available as standard collection for the Boutique upon
order by Trendzeit, the costs for resending shall only be borne by Trendzeit, if resending is requested after expiry of a
period of 150 days from delivery.
4.
Comission
4.1
Trendzeit distributes the Goods to customers exclusively on the basis of commission. Trendzeit undertakes to sell Goods
at the account of the Designer, but in its own name. Trendzeit shall therefore be entitled to a commission (Provision),
which shall be subject to individual contractual stipulations.
4.2
Sale of the Goods is basically made over the Boutique, unless, Trendzeit decides to a sale over any other channel in the
individual case.
4.3
The sales price – less the commission (Provision) – shall be due for payment 30 days from sale of the Good and invoicing
by the Designer.
4.4
The Designer shall not be entitled to any claims should a Good not be sold to a customer.
5.
Wrong Delivery, Defective Delivery and Regress
5.1
Should the Designer deliver to Trendzeit another than the ordered/requested Good, the Designer shall, upon request by
Trendzeit, immediately deliver the correct Good at his own cost. With regard to the wrong Good, Point 3.7 1. Sentence
shall apply mutatis mutandis, providing that all additional costs accrued due to the wrong delivery are borne by the
Designer.
5.2
Trendzeit warrants for the absence of defects of the Goods vis-à-vis the customer in line with the legal provisions. With
regard to the removal of defects, the following is agreed between Trendzeit and the Designer:
a)
b)
Should the costs for the removal of the defects not exceed 40% of the sales price estimated by the Designer,
Trendzeit shall autonomously instruct a tailor’s with the removal of the defects prior or in course of the sale to the
customer.
Should the costs for the removal of the defects exceed 40% of the sales price estimated by the Designer,
Trendzeit shall, at the choice of the Designer (i) instruct a tailor’s with the removal of the defects prior or in course
of the sale to the customer or (ii) resend the Goods to the Designer; in such case, Point 2.3 2. Section shall apply
mutatis mutandis. Should the removal of the defects, according to the tailor’s instructed by Trendzeit, not be
reasonable or be manually impossible, the Goods shall, at the choice of the Designer, (i) be destroyed or (ii) be
resent to him.
All costs accruing pursuant to this Point 5.2 shall be borne by the Designer. Legal warranty and regression provisions
shall apply ceteris paribus.
6.
Rights and Duties of the Parties
6.1
Rights and Duties of Trendzeit:
a)
b)
c)
d)
6.2
Rights and Duties of the Designer:
a)
b)
c)
d)
7.
Trendzeit undertakes to maintain, continuously attend and operate the Webshop;
Trendzeit shall have the right to take offline the Webshop at any time for updating purposes;
Trendzeit shall be entitled to keep already expired offers for Goods in the Webshop in order to make advertising
for the Designer, and also promotion for the Webshop;
Trendzeit undertakes to permanently keep the AGB updated, to inform concerned parties about any amendments
and to make available the AGB online on www.trendzeit.com.
The Designer shall be liable and warrant for all Goods distributed over Trendzeit. Trendzeit offers the Designer the
opportunity to support with the creation of the offer, but shall not be liable for its content and the condition of the
Goods;
The Designer shall immediately inform Trendzeit should a problem occur with regard to his offers;
The Designer shall have the right to receive access to the sales data of his Goods;
In case of a complaint by a customer, the Designer is obliged to immediately inform Trendzeit and is liable for any
and all (consequential) damages arising thereof.
Extraordinary Termination
Irrespective of any other agreements with the Designer and generally recognized reasons for termination, Trendzeit shall,
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at any time, be entitled to immediate termination of the business relationship with the Designer and to unilateral removal
of all Goods of the Designer from the Webshop, if
a)
b)
the Designer fails to offer Goods in the Webshop for a period of more than one month;
the Designer infringes material provisions in the AGB, in particular those pursuant Points 3.3, 5.1, 6.2, 8 and 9,
and in the Agreement.
8.
Liability
8.1
The Designer guarantees full, genuinely and without limitation, and assures, for himself, his sub-contractors and presales
men, that the Goods – in particular in its production and quality – meet all applicable provisions and quality- and material
coding standards (e.g., attachment of care instructions, information of the material used in percent, information of the
size). The Designer further guarantees that all his Goods always are of equal or comparable quality and produced in
Europe. The production of the Goods shall be made in compliance with European standards and all applicable legal
provisions including those applicable to raw, auxiliary and operating materials. Trendzeit shall not be obliged to any kind
of inspection obligation in this regard.
8.2
The Designer further assures that the offer of the Goods in the Webshop do not conflict with any provisions pursuant to
other agreements between the Designer and a third party. The Designer shall not enter into an agreement with any other
businessman, which entails a violation of the contractual relationship with Trendzeit.
9.
Compounded Compensation Payment
9.1
The Designer undertakes to immediately pay a compounded compensation payment in the amount of EUR 50.00 per
Good to Trendzeit, upon infringement of any of the provisions pursuant to Points 2.3 2. Section, 3.3, 5.1 and 8, and upon
realization of any of the following circumstances:
a)
b)
Delivery of the Good out of time, because it has not been sent by the Designer in time or is not available;
Delivery of a Good, which (i) has not been ordered, (ii) does not conform to the figures, information and the
guarantees given at offering, or (iii) is affected by such defect that according to the tailor’s instructed by Trendzeit,
a removal of the defect is not reasonable or manually impossible.
9.2
The payment of the compounded compensation shall not release from the payment of further damages.
10.
Data Protection/Confidentiality
10.1 The Parties undertake to keep all data and information (as e.g., designs, prices, passwords, etc.) confidential, insofar as
disclosure is not necessary for the purposes of the Agreement. This confidentiality clause shall also relate to the
Agreement itself. Each Party shall bear full responsibility for all damages, which arise due to an infringement of this
confidentiality clause and/or of data protection rules. The Parties agree that all data and information shall be kept
confidential also after expiration of the business relationship.
10.2 The Parties shall also be liable that their employees keep confidential all confidential information and data pursuant to
Point 10.1.
11.
Intellectual Property
11.1 All labelling rights, in particular trademarks, product names, trade names, firm names, logos, words and/or symbols, which
label the products (Goods) or the business of the Parties and/or domains- and other addresses in the electronic media
shall remain with the respective Party. The Parties are entitled to use labelling rights only for the purposes of the
Agreement.
11.2 Trendzeit shall, in particular, be entitled to use all figures and information (including labels and logos), which have been
made available by the Designer in the offer or otherwise, irrespective of their design and form, for marketing of the Goods,
for general marketing purposes and for reference purposes. The right to use shall exist irrespective of the validity of the
offer and shall survive termination of the business relationship.
11.3 The Parties shall be liable vis-à-vis each other that all labels, which have been provided to the other Party, are not
encumbered by copyrights, intellectual property rights or any other rights of third parties.
12.
Taxes and Charges
Each Party shall at its own be responsible for payment of taxes, charges and other fees in connection with the
Agreement. Each Party shall bear their own costs.
13.
Final Provisions
13.1 Collateral agreements, amendments and supplements, as well as all declarations connected therewith, shall, for their
effectiveness, be made in writing. This shall also apply to any deviation from this written form requirement. It is unilaterally
agreed that no oral collateral agreements exist. The order-/request processing, the entering into agreements and
notifications pursuant to the Agreement shall be made by e-mail via the e-mail addresses notified by the Parties or, at the
choice of Trendzeit, via the Designer Platform.
13.2 Should any provisions be or become ineffective or invalid, this shall not affect the remaining provisions of the Agreement.
The Parties are in such case obliged to immediately agree upon an effective provision, which conforms to the void or
ineffective provision in its economic result or comes closest. Gaps shall be closed as the Parties would have at closing of
the AGB, if they would have recognized and appropriately closed the gap.
13.3 For all disputes arising out of or in connection with the Agreement, Austrian material laws under exclusion of the UN Sales
Law (CISG) shall apply.
13.4 All disputes shall exclusively be governed by the competent court at the seat of Trendzeit.
13.5 The Designer confirms with his signature that he has obtained the AGB from Trendzeit and subjects himself to them.
Trendzeit reserves the right to amend the AGB and to inform the Designer thereof.
v1e 8 June 2015