These terms and conditions apply to the contract between THE FRANKIE SHOP PARIS and its authorized seller for the supply of goods by THE FRANKIE SHOP PARIS as further detailed below:
1 BASIS OF CONTRACT
1.1 THE FRANKIE SHOP PARIS Limited, a company registered in France company no. 827639915 with registered office at 14 rue St Claude 75003 PARIS (“THE FRANKIE SHOP PARIS”) designs, manufactures and distributes the highest quality womenswear, menswear , footwear and/or accessories using THE FRANKIE SHOP trade name and registered trademarks (the “Goods”) which are appreciated worldwide.
1.2 THE FRANKIE SHOP PARIS is determined to ensure that end customers receive high quality products, professional high end service from which to purchase the Goods. Further THE FRANKIE SHOP PARIS wishes to ensure that the reputation of the products and THE FRANKIE SHOP brand is reflected in how the Goods are displayed and presented for sale.
1.3 In addition to selling the Goods through THE FRANKIE SHOP PARIS’s own retail stores and its website, the Goods are sold through a network of exclusive retailers (“Authorized Seller”) selected on the basis that they meet THE FRANKIE SHOP PARIS Selection Criteria (“Selection Criteria”), a copy of which is annexed to these terms and conditions (“Conditions”) or which has been provided to the Customer.
1.4 These Conditions together with the Selection Criteria apply to any contracts (“Contract”) between THE FRANKIE SHOP PARIS and an Authorized Seller for the purchase of Goods from THE FRANKIE SHOP PARIS to the exclusion of any other terms that the Authorized Seller seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.5 By placing an order for Goods, the Authorized Seller:
1.5.1 represents and warrants that it satisfies the Selection Criteria; and
1.5.2 undertakes that it will comply at all times with the Selection Criteria as they may be amended from time to time.
1.6 The Authorized Seller’s right to sell the Goods may be terminated by either party giving the other not less than ninety (90) days written notice such notice to be given in accordance with the provisions of clause 21.
1.7 Notwithstanding clause 1.6 above and the provisions for termination in clause 18 below, THE FRANKIE SHOP PARIS will be entitled to terminate the Authorized Seller’s right to distribute and sell THE FRANKIE SHOP PARIS Goods immediately on written notice to the Authorized Seller in the event that the Authorized Seller commits a material breach or non-compliance with THE FRANKIE SHOP PARIS Selection Criteria and THE FRANKIE SHOP PARIS shall not be required to give a notice requesting that such breach or non-compliance be remedied before being entitled to terminate.
Upon termination of the Authorized Seller’s right to distribute the Goods for any reason the Authorized Seller shall immediately cease selling the Goods and using any THE FRANKIE SHOP point of sale or other advertising materials in its possession and shall return any Goods or point of sale and other advertising materials to THE FRANKIE SHOP PARIS immediately on request or dispose of them as required by THE FRANKIE SHOP PARIS.
1.8 On termination of the Authorized Seller’s right to distribute Goods for any reason the Authorized Seller shall not be entitled to compensation of any kind from THE FRANKIE SHOP PARIS.
2 ORDERS AND CANCELLATION
2.1 The order from the Authorized Seller constitutes an offer by the Authorized Seller to purchase the Goods in accordance with these Conditions. The Authorized Seller is responsible for ensuring that the terms of the order are complete and accurate.
2.2 The Authorized Seller’s order will only be accepted when THE FRANKIE SHOP PARIS issues a written acceptance of the order. Any such order acceptance will be issued within 20 business days of the date on which the order is placed.
2.3 All orders must be submitted prior to any order deadline notified by THE FRANKIE SHOP PARIS for the relevant season and must be signed by the Authorized Seller or confirmed by email.
2.4 Any samples, drawings, descriptive matter, or advertising produced by THE FRANKIE SHOP PARIS are produced for the sole purpose of giving an approximate idea of the Goods and shall not form part of any contract or have any contractual force.
2.5 The Authorized Seller shall provide THE FRANKIE SHOP PARIS with any purchase order number that it requires to be specified on any invoice or delivery note as soon as practicable after notice of acceptance and in any event no later than 10 business days prior to the date the Goods are to be made available for delivery.
2.6 The Authorized Seller may request changes to or the cancellation of accepted orders by submitting a request in writing no later than two (2) business days after the written acceptance is given by THE FRANKIE SHOP PARIS (“Cancellation Period”). Where no cancellation request is received during the Cancellation Period the Contract will be final and binding on the Authorized Seller and the order will be committed for production. Any changes to or cancellation of confirmed orders after this period shall be at THE FRANKIE SHOP PARIS’s absolute discretion.
2.7 Notwithstanding the foregoing, THE FRANKIE SHOP PARIS shall have the right to accept or reject any order in whole or in part and specifically reserves the right at all times to cancel any confirmed order at any time if:
2.7.1 the Authorized Seller’s credit rating is inadequate or is downgraded for any reason (as reasonably determined by THE FRANKIE SHOP PARIS) and the Authorized Seller fails to provide THE FRANKIE SHOP PARIS with reasonable financial security for any outstanding liability upon request, or the Authorized Seller fails to take delivery of or make payment for any order in accordance with the agreed delivery or payment terms; or if the Authorized Seller commits a material breach of these Conditions or THE FRANKIE SHOP PARIS Selection Criteria which is not remediable or the Authorized Seller fails to remedy a breach which is remediable within 14 days of written request.
2.8 If notice of cancellation is given by the Authorized Seller after the expiry of the Cancellation Period and THE FRANKIE SHOP PARIS agrees to accept the cancellation or if THE FRANKIE SHOP PARIS exercises its rights to cancel an order in accordance with clause 2.7:
2.8.1 the Authorized Seller shall pay THE FRANKIE SHOP PARIS a cancellation charge equal to:
(a) 30% of the value of the order if notice of cancellation received between one (1) and 10 business days after the expiry of the Cancellation Period; or
(b) 50% of the value of the order if notice of cancellation is received between 11 and 45 business days after the expiry of the Cancellation Period and
(c) 100% of the value of the order if notice of cancellation is received more than 45 business days after the expiry of the Cancellation Period.
2.8.2 The Authorized Seller acknowledges that the foregoing cancellation charges are payable by way of liquidated damages and are a reasonable pre-estimate of the loss and damage THE FRANKIE SHOP PARIS would suffer as a result of the total or partial cancellation of any accepted order for Goods.
2.9 THE FRANKIE SHOP PARIS shall not be under any obligation to continue the manufacture of all or any of the Goods and shall be entitled to make such alterations to the specifications of any Goods as it may think fit. THE FRANKIE SHOP PARIS shall not incur any liability to the Authorized Seller for discontinuance or alterations.
3 PRICES
3.1 The price of the Goods shall be the price and, in the currency, set out in the Order, or, if no price is quoted, the price set out in THE FRANKIE SHOP PARIS’s published price list in force as at the date of the Authorized Seller’s order. All prices are quoted exclusive of VAT or other sales tax and duties. The Authorized Seller shall provide THE FRANKIE SHOP PARIS with its Economic Operator Registration and Identification number (EORI) if applicable.
3.2 THE FRANKIE SHOP PARIS may at any time before delivery increase the price of the Goods by notice to the Authorized Seller to reflect any increase in the cost of the Goods that is due to any factor beyond THE FRANKIE SHOP PARIS’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs).
3.3 In the event of a price increase in accordance with clause 3.2 above, the Authorized Seller may within five (5) days of receipt of such notice cancel the order or the part of thereof relating to the Goods specified in said notice, but if delivery of the said Goods is to be made by instalments the Authorized Seller shall be entitled to cancel only the undelivered portion of the order relating thereto. No other remedy shall be available to the Authorized Seller in respect to such variation of price. If the Authorized Seller does not exercise its right of cancellation the increased price shall apply to the Goods specified in the said notice except as regards those Goods delivered before the date on which the increase becomes effective.
4 TERMS OF PAYMENT
Payment terms are agreed by THE FRANKIE SHOP PARIS on a client-by-client basis according to the Authorized Seller’s prevailing credit rating and are stated on order forms and order confirmations. The Authorized Seller will provide THE FRANKIE SHOP PARIS upon request with its bank details and such financial information as THE FRANKIE SHOP PARIS may reasonably require to enable it to assess the Authorized Seller’s credit worthiness and to set appropriate credit limits.
4.1 The Authorized Seller shall pay the total amount of each invoice in the same currency by electronic bank transfer with same day value to THE FRANKIE SHOP PARIS’s bank account details of which are stated on the relevant invoice and all bank charges shall be borne by Authorized Seller.
4.2 The Authorized Seller shall pay all amounts due under each invoice in full without any set-off, counterclaim, deduction or withholding (except as required by law). THE FRANKIE SHOP PARIS may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Authorized Seller against any amount payable by THE FRANKIE SHOP PARIS to the Authorized Seller.
5 DELAY AND FAILURE TO PAY
5.1 Time of payment of each invoice shall be of the essence and the Authorized Seller’s failure to pay any invoice on the due day shall be an automatic default of these payment terms and THE FRANKIE SHOP PARIS shall not be required to give the Authorized Seller any prior notice of default.
5.2 If the Authorized Seller fails to pay in full for any Goods as provided for in clause 5.1 THE FRANKIE SHOP PARIS shall be entitled, in addition to any other right or remedy it may have, to:
5.2.1 cancel or suspend any further delivery to the Authorized Seller under any order;
5.2.2 charge interest at 10% per annum over the 1 Month Euribor base of European Central Bank applicable from time to time;
5.2.3 dispose of the Goods ordered and apply the deposit towards any liability the Authorized Seller may have as a result of such default; and
5.2.4 recover any costs incurred in seeking to collect any sums due to it, including legal fees and expenses and collection agency fees and expenses on a full indemnity basis.
5.3 In relation to payments disputed in good faith, the Authorized Seller shall pay the undisputed part of any disputed invoice on the due date and interest under this clause is payable only after the dispute is resolved on sums found or agreed due, from the due date until payment.
6 RESERVATION OF TITLE
6.1 The risk in the Goods shall pass to the Authorized Seller on completion of delivery in accordance with the agreed delivery terms including the Incoterms specified in the applicable acceptance of order. Title to the Goods shall not pass to the Authorized Seller and THE FRANKIE SHOP PARIS remains the sole owner of the delivered goods until the earlier of (i) THE FRANKIE SHOP PARIS has received payment in full (in cash or cleared funds) for the Goods or (ii) the Authorized Seller resells the Goods.
The Authorized Seller warrants that before agreeing to buy any Goods from THE FRANKIE SHOP PARIS it is not insolvent and has not committed any act of bankruptcy or being a company with limited or unlimited liability none of its officers or employees know any circumstances which would entitle a debenture holder or secured creditor to appoint a receiver to petition for winding up the company or exercise any other rights over or against its assets.
6.2 THE FRANKIE SHOP PARIS shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from THE FRANKIE SHOP PARIS and the Authorized Seller acknowledges that it is in possession of the Goods solely as bailee for THE FRANKIE SHOP PARIS until such time as the full price is paid to THE FRANKIE SHOP PARIS for the Goods
6.3 Until title to the Goods has passed to the Authorized Seller, the Authorized Seller shall store the Goods separately from all other goods held by the Authorized Seller so that they remain readily identifiable as THE FRANKIE SHOP PARIS’s property and shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
6.4 In the event that a third party should attempt to seize or exercise any distraint on any Goods where title held by THE FRANKIE SHOP PARIS the Authorized Seller shall, immediately inform the bailiff or other official and THE FRANKIE SHOP PARIS thereof so that THE FRANKIE SHOP PARIS is able to object to the seizure and preserve its rights to the Goods.
6.5 The Authorized Seller shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery and notify THE FRANKIE SHOP PARIS immediately if any of the foregoing events occur. The Authorized Seller will provide THE FRANKIE SHOP PARIS with a copy of the insurance certificates on request. The Authorized Seller may resell or use the Goods in the ordinary course of its business (but not otherwise) before THE FRANKIE SHOP PARIS receives payment for the Goods. THE FRANKIE SHOP PARIS may at any time require the Authorized Seller to deliver up all Goods in its possession which have not been resold, and if the Authorized Seller fails to do so promptly, enter any premises of the Authorized Seller or of any third party where the Goods are stored in order to recover them.
7 SHIPMENT-DELIVERY-TRANSPORT
7.1 Delivery terms and the applicable Incoterms are agreed on a client-by-client basis and are stated on order forms and order confirmations.
7.2 Delivery shall be deemed to have occurred when the Goods are collected by Freight Forwarder/Carrier from THE FRANKIE SHOP PARIS’s nominated warehouse, in the case of orders accepted on an ex works (EXW) basis, or where the carrier selected by THE FRANKIE SHOP PARIS delivers the Goods to the client’s nominated address for delivery in the case of transactions on a DDP or DAP basis).
7.3 For all Goods shipped EXW Incoterms from THE FRANKIE SHOP PARIS’s designated warehouse facility, the Authorized Seller shall be responsible for arranging and paying all costs of collection, transport, storage, bills of lading, consular invoices, importer-brokerage and insurance from such warehouse facility.
THE FRANKIE SHOP PARIS shall notify the Authorized Seller when the Goods are available for collection and the Authorized Seller shall arrange to collect the Goods within ten (10) business days thereafter. If the Goods are not collected then, unless otherwise agreed:
7.3.1 THE FRANKIE SHOP PARIS may store and insure the Goods pending delivery, and the Authorized Seller shall pay all reasonable storage and insurance charges, costs and expenses incurred by THE FRANKIE SHOP PARIS in doing so; and
7.3.2 THE FRANKIE SHOP PARIS reserve the right to cancel the order in accordance with the provisions of clause 2.7.
7.4 THE FRANKIE SHOP PARIS shall have no liability for any failure or delay in supplying Goods or other items ordered by the Client which is due in whole or in part to acts or omissions of thirds parties or otherwise beyond THE FRANKIE SHOP PARIS’s control.
8 DELAY IN DELIVERY
8.1 THE FRANKIE SHOP PARIS shall use reasonable endeavors to deliver the Goods to the carrier or make the Goods available for collection from THE FRANKIE SHOP PARIS’s nominated warehouse, as the case may be, in accordance with the timetable for delivery agreed with the Authorized Seller from time to time but time of delivery shall not be of the essence. If THE FRANKIE SHOP PARIS is unable to meet a delivery date for any reason, THE FRANKIE SHOP PARIS shall inform the Authorized Seller of the new proposed delivery date and will use reasonable endeavors to ensure that such Goods are delivered to the Authorized Seller on the new delivery date.
8.2 THE FRANKIE SHOP PARIS reserves the right to deliver and/ or invoice Goods by instalments and each delivery will constitute a separate contract. Any failure of or defect in any one delivery will not affect any contract in respect of that or any other delivery.
8.3 No damages or penalties shall be owed in the event of late delivery or partial delivery, and such delays cannot be used as grounds for cancelling, modifying or terminating the order.
9 FORCE MAJEURE
9.1 THE FRANKIE SHOP PARIS shall not be liable for any failure to observe or breach of any of the terms hereof by reason of acts of god, epidemic or pandemic, war, riots, civil commotion, strikes, lock outs, trade disputes fires, breakdowns interruptions of transport, governmental action, delay in delivery by THE FRANKIE SHOP PARIS’s suppliers or any other cause whatsoever beyond its control. THE FRANKIE SHOP PARIS shall give the Authorized Seller written notice of such event or circumstances as soon as reasonably practicable and if the period of delay or non-performance continues for four (4) weeks THE FRANKIE SHOP PARIS may terminate the unperformed part of any Contract by notice in writing delivered to the Authorized Seller.
9.2 If the manufacture or delivery of the full amount of the Goods is delayed prevented or hindered by reason of any circumstances specified in clause 9.1 then, without prejudice to the foregoing provisions, THE FRANKIE SHOP PARIS shall be entitled either to deliver a smaller quantity of the Goods than that specified in the relevant Order or invoice which quantity shall constitute delivery in full or may withhold delivery until such time as the full quantity of the Goods can be and is delivered hereunder.
In the event that THE FRANKIE SHOP PARIS is unable to fulfil part or all of the order, in particular where a supplier does not deliver materials, THE FRANKIE SHOP PARIS shall be entitled to cancel the order and THE FRANKIE SHOP PARIS will not be liable for any damages to the Authorized Seller or any other person for THE FRANKIE SHOP PARIS’s failure to fulfil any orders or any delay in shipping Goods.
10 CLAIMS & RETURNS
10.1 It is the Authorized Seller’s responsibility to check the contents of each shipment of Goods upon receipt of each order.
10.2 Any discrepancy in the order must be reported within five (5) business days after receipt of the Goods. In no event may the Authorized Seller suspend, offset or delay any payment for any Goods delivered, whether or not conforming to the applicable order.
10.3 In the case of Goods sold on a DDP or DAP basis, claims for manufacturing defects or non-conformity must be made in writing within fifteen (15) business days following the Authorized Seller’s receipt of the Goods, or within ten (10) business days from the date on which a defect was reasonably discoverable in the event of a latent defect. The Authorized Seller must supply proof of the manufacturing defects claimed and must allow THE FRANKIE SHOP PARIS to verify such manufacturing defects or non-conformity. In the case of Goods sold on an ex works basis all claims regarding Goods that are lost or damaged in transit should be addressed to the relevant carrier and THE FRANKIE SHOP PARIS shall have no liability to the Authorized Seller for any Goods that are lost or damaged in transit.
10.4 If the Authorized Seller fails to give any notice within the prescribed period the Authorized Seller shall be deemed to have accepted the Goods in question and THE FRANKIE SHOP PARIS shall have no liability to the Authorized Seller with respect to that shipment.
10.5 Goods are not offered on a sale or return basis, unless otherwise specified in the relevant Order acceptance.
10.6 All returns will be subject to compliance with THE FRANKIE SHOP PARIS’s Returns Policy, the terms of which will be notified to the Authorized Seller. THE FRANKIE SHOP PARIS will endeavor to process any return requests within ten (10) business days from the date of request.
10.7 The Authorized Seller shall in no event be entitled to return the Goods without first having been authorized in writing by THE FRANKIE SHOP PARIS. If THE FRANKIE SHOP PARIS agrees to accept the return of defective goods or Goods that do not conform with the applicable order, the returned Goods shall be replaced or, if that is not possible, THE FRANKIE SHOP PARIS will issue a credit for the relevant Goods and reimburse the return carriage costs. THE FRANKIE SHOP PARIS shall be under no obligation to accept the return of any Goods delivered in conformity with the applicable order and the Authorized Seller shall pay return carriage costs for all conforming Goods which THE FRANKIE SHOP PARIS permits the Authorized Seller to exchange or return for replacement or credit.
11 LOCATION AND SALES CHANNELS
Goods supplied by THE FRANKIE SHOP PARIS to the Authorized Seller may be only offered for retail sale to end consumers and from the authorized retail stores and authorized websites that have been agreed by THE FRANKIE SHOP PARIS and specified on the relevant order. Any changes to this must be agreed between Authorized Seller and THE FRANKIE SHOP PARIS in writing in order to ensure compliance with the Selection Criteria.
12 INTELLECTUAL PROPERTY
12.1 All patents, trade secrets, trademarks, trade dress, design rights, (whether registerable or otherwise), applications for any of the foregoing, photograph, sketches, cloth or paper patterns or other copyright materials, packaging, names, symbols, slogans, designs, styles and style names, moral rights, the right to sue for passing off and other similar rights or obligations in respect of the Goods (“Intellectual Property Rights”) shall belong to THE FRANKIE SHOP PARIS.
12.2 The Authorized Seller shall promptly and fully notify THE FRANKIE SHOP PARIS of any actual, threatened or suspected infringement of the Intellectual Property Rights which comes to the Authorized Seller’s notice, and the Authorized Seller shall, at the request and expense of THE FRANKIE SHOP PARIS, do all such things as may be reasonably required to assist THE FRANKIE SHOP PARIS in taking or resisting any proceedings in relation to any such infringement or claim.
12.3 The Authorized Seller acknowledges that THE FRANKIE SHOP PARIS is the exclusive owner of all rights, title and interest in and to the Intellectual Property Rights and the Authorized Seller shall not, directly or indirectly through any other party use the name THE FRANKIE SHOP PARIS (or any part thereof) as all or part of its company, business or trading name, on its name cards or other corporate documents or as a name for any premises, web site, domain name, and shall not adopt, use, take any action or apply for or otherwise attempt to register the name THE FRANKIE SHOP PARIS (or any part thereof) as a trademark, logo, title, business or trade name, domain name without THE FRANKIE SHOP PARIS’s prior written consent. The reproduction, representation and adaptation of THE FRANKIE SHOP PARIS trademarks and models in any and all forms are strictly forbidden
12.4 Within the framework of the sale of THE FRANKIE SHOP PARIS products by the Authorized Seller, THE FRANKIE SHOP PARIS grants the latter a restricted authorization to use its name, trademarks and THE FRANKIE SHOP PARIS graphics for products offered for sale by the Authorized Seller, for the sole purpose of facilitating and promoting the marketing of the said products. Any other use is strictly forbidden unless previously approved in writing by THE FRANKIE SHOP PARIS.
12.5 The Authorized Seller shall not make any modifications to the Goods or any packaging bearing THE FRANKIE SHOP PARIS trademarks or trade names or alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Goods in any other way which might prejudice their distinctiveness or validity or the goodwill of THE FRANKIE SHOP PARIS without obtaining the prior written consent of THE FRANKIE SHOP PARIS.
13 ADVERTISING AND USE OF NAME
All displays and information relating to the Goods at the authorized retail stores and on the authorized websites must use exclusively advertising and point of sale materials provided or by THE FRANKIE SHOP PARIS or which have been approved in writing by THE FRANKIE SHOP PARIS and which must be used in accordance with any guidelines provided by THE FRANKIE SHOP PARIS from time to time. The use of THE FRANKIE SHOP PARIS and/or THE FRANKIE SHOP PARIS names or trademarks by the Authorized Seller for any other purpose is strictly prohibited.
13.1 The Authorized Seller shall not carry out any advertising, marketing, promotion involving THE FRANKIE SHOP trade name or trademarks and/or the Goods by any means or through any medium including media advertising and catalogue insertions, point of sale advertising, published documentation in the press, or through social media platforms, without the prior written agreement of THE FRANKIE SHOP PARIS.
14 LIMITATION OF LIABILITY
14.1 Nothing in these Terms and Conditions shall limit or exclude THE FRANKIE SHOP PARIS ‘s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful for to exclude or restrict liability:
14.2 Subject to clause 14.1 THE FRANKIE SHOP PARIS shall under no circumstances whatsoever be liable to the Authorized Seller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and THE FRANKIE SHOP PARIS’s total liability to the Authorized Seller in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
14.3 THE FRANKIE SHOP PARIS shall have no responsibility whatsoever for any damage liability cost claim or expense suffered by the Authorized Seller or any third party through following any written recommendations in relation to the Goods (e.g. washing instructions) made by THE FRANKIE SHOP PARIS made in good faith and in the belief that they are correct.
14.4 Any Goods sold as sub-standard shall be accepted by the Authorized Seller in their actual state or condition. All express or implied warranties or conditions whether as to quality or fitness for any purpose as such Goods are hereby expressly excluded to the fullest extent permitted by law.
15 CONFIDENTIALITY
15.1 The Authorized Seller shall keep confidential all Confidential Information of THE FRANKIE SHOP PARIS and of any Affiliate of THE FRANKIE SHOP PARIS and shall only use the same as required to perform the Contract.
15.2 This clause shall remain in force in perpetuity.
15.3 The Authorized Seller shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
16 DATA PROTECTION
The parties acknowledge and agree that if personal data is processed by THE FRANKIE SHOP PARIS in connection with this Contract is for sole purposes of the provision purchasing the Goods. All such processing shall be carried out only to the extent and duration necessary for those purposes. A copy of THE FRANKIE SHOP PARIS’s data and privacy policy are available on THE FRANKIE SHOP PARIS’s website THE FRANKIE SHOP PARIS.com or will be supplied to the Authorized Seller upon request.
16.1 The obligations and rights of THE FRANKIE SHOP PARIS as the applicable controller of the personal data processed in connection with this Contract are set out in the applicable data protection and privacy legislation in force from time to time in France including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and other applicable European laws and regulations .
16.2 Any personal information provided by consumers must be treated as confidential by the Authorized Seller and, more generally, handled in strict compliance with any applicable privacy regulations or legislation. In particular, if the Authorized Seller’s point of sale is based within the UK or the European Union, the Authorized Seller must comply with the applicable data protection and privacy legislation in force from time to time in France as well as with the GDPR and other applicable European laws and regulations.
17 ASSIGNMENT
17.1 THE FRANKIE SHOP PARIS may assign the Contract or any part of it to any person firm or company.
17.2 The Authorized Seller shall not, without THE FRANKIE SHOP PARIS s prior written consent (which may in THE FRANKIE SHOP PARIS’s discretion be withheld) assign or transfer or purport to assign or transfer the Contract for the benefit thereof to any other person whomsoever.
18 TERMINATION
18.1 Without limiting its other rights or remedies, THE FRANKIE SHOP PARIS may terminate any Contract with immediate effect by giving written notice to the Authorized Seller if:
18.1.1 the Authorized Seller commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of being notified in writing to do so;
18.1.2 the Authorized Seller takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
18.1.3 the Authorized Seller suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
18.1.4 the Authorized Seller’s financial position deteriorates to such an extent that in THE FRANKIE SHOP PARIS’s opinion the Authorized Seller’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
Without limiting its other rights or remedies, THE FRANKIE SHOP PARIS may suspend provision of the Goods under the Contract or any other contract between the Authorized Seller and the Supplier if the Authorized Seller becomes subject to any of the events listed in clause 18.1, or THE FRANKIE SHOP PARIS reasonably believes that the Authorized Seller is about to become subject to any of them, or if the Authorized Seller fails to pay any amount due under this Contract on the due date for payment.
18.2 Without limiting its other rights or remedies, THE FRANKIE SHOP PARIS may terminate the Contract with immediate effect by giving written notice to the Authorized Seller if the Authorized Seller fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment. On termination of the Contract for any reason the Authorized Seller shall immediately pay to THE FRANKIE SHOP PARIS all of THE FRANKIE SHOP PARIS’s outstanding unpaid invoices and interest.
18.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
19 THIRD PARTY LIABILITY
19.1 In the event of any proceeding being instituted or threatened against the Authorized Seller in respect of Goods supplied by THE FRANKIE SHOP PARIS by any third party and it shall be alleged that the said Goods are in any way defective then THE FRANKIE SHOP PARIS shall have the right to negotiate with such third party and providing any settlement concluded with the said party shall include a term that neither the Authorized Seller or any person delivering the title under him shall be under liability to the said third party as any such settlement shall be binding upon the Authorized Seller who shall have no further remedy against THE FRANKIE SHOP PARIS in respect of the said Goods.
19.2 In the event of any proceedings being instituted or threatened against the Authorized Seller in respect of Goods supplied by THE FRANKIE SHOP PARIS which the Authorized Seller may allege were defective then unless the Authorized Seller informs THE FRANKIE SHOP PARIS in writing forthwith of such threat or institution as aforesaid THE FRANKIE SHOP PARIS shall be under no liability to the Authorized Seller in respect of any damages costs or expenses sustained by the Authorized Seller in any way arising out of such proceedings.
THE FRANKIE SHOP PARIS shall be entitled to assume the conduct of such proceedings on behalf of the Authorized Seller but at its own cost and in the event of THE FRANKIE SHOP PARIS so requiring the Authorized Seller shall be deemed by these Terms and Conditions to have appointed THE FRANKIE SHOP PARIS its attorney or such purpose.
20 GENERAL
20.1 Each right or remedy of THE FRANKIE SHOP PARIS under the Contract is without prejudice to any other right or remedy of THE FRANKIE SHOP PARIS whether under the Contract or not. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by THE FRANKIE SHOP PARIS shall be subject to correction without any liability on the part of THE FRANKIE SHOP PARIS.
20.2 Any waiver by THE FRANKIE SHOP PARIS of any breach of, or any default under, any provision of the Contract by the Authorized Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract. Failure or delay by THE FRANKIE SHOP PARIS in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
20.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third parties) Act 1999 by any person that is not a party to it.
20.4 The United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to this Contract.
21 NOTICES
21.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or sent by email to such address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or airmail other next working day delivery service, commercial courier or sent by email to the address given by that party in the applicable Contract.
21.2 A notice or other communication shall be deemed to have been received, if delivered personally, when left at the address referred to clause 21.1, if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting or if sent by airmail on the seventh business day after posting and if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. A notice sent by email shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2 business hours means 9.00am to 5.00pm (CET) Monday to Friday on a day that is not a public holiday in the place of receipt.
21.3 The provisions of this clause 21 shall not apply to the service of any proceedings or other documents in any legal action.
22 GOVERNING LAW
22.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of France.
22.2 Each party irrevocably agrees that the courts of France shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
THE FRANKIE SHOP PARIS SELECTION CRITERIA CONDITIONS FOR DISTRIBUTION
1 POINT OF SALE
1.1 THE FRANKIE SHOP PARIS distributes its products all over the world through a distribution network combining selective and exclusive distribution and direct distribution. For THE FRANKIE SHOP PARIS, the choice of its partners is therefore essential in order to guarantee, at the global level, the success of its products and services.
1.2 Thus, in addition to operating self-owned boutiques, THE FRANKIE SHOP PARIS grants authorization for the sale of its products to exclusive Authorized Sellers, and multi-brand resellers (including concessions), whose stores or point of sale must always correspond to THE FRANKIE SHOP PARIS brand qualitative criteria, which in the case of retail stores is as follows:
1.2.1 The display of Goods in an authorized retail store shall correspondence to the high end and luxury image of the Goods and THE FRANKIE SHOP PARIS brand and:
1.2.2 All Goods shall be presented together and clearly separate from other goods sold by the Authorized Seller in a dedicated space.
1.3 The presentation shall comply with THE FRANKIE SHOP PARIS merchandising guidelines.
1.4 The Authorized Seller shall carry a reasonable range of Goods from each season’s collection as specified by THE FRANKIE SHOP PARIS and agreed by the Customer from time to time, :
1.5 The authorized retail store of the Authorized Seller, including the shop window, shall correspond to the high end, luxury image of the Goods.
1.6 The point of sale must be geographically located in an environment that ensures respect for THE FRANKIE SHOP PARIS’s brand image.
1.7 The general appearance of the point of sale (architectural design, furniture, interior layout, shop window, visual presentation) must be of the highest quality.
1.8 The Authorized Seller shall not sell goods on its premises that are likely to devalue THE FRANKIE SHOP PARIS’s brand image by their proximity.
1.9 The positioning of the other brands sold in the point of sale must correspond to that of THE FRANKIE SHOP PARIS products distributed by the point of sale.
1.10 The sales staff of the Authorized Seller must correspond to the high end, luxury image of the Goods including:
1.10.1 being appropriately dressed;
1.10.2 being friendly and polite and greeting end customers on entry to the store; and
1.10.3 being knowledgeable about THE FRANKIE SHOP PARIS brand.
1.10.4 The members of the selective distribution network authorized to sell THE FRANKIE SHOP PARIS products are subject to prior approval by THE FRANKIE SHOP PARIS, based on the above brand qualitative criteria which are necessary in respect of the brand reputation and image, the nature and quality of THE FRANKIE SHOP PARIS products, the rules which apply to the retailing of THE FRANKIE SHOP PARIS products, the standards regarding the quality reproduction of THE FRANKIE SHOP PARIS image and of the products, and the requirement to provide customers with appropriate information and advice.
1.11 Any retailer which wishes to sell THE FRANKIE SHOP PARIS products must scrupulously fulfil these THE FRANKIE SHOP PARIS brand qualitative criteria, and maintaining the quality, reputation and standing of THE FRANKIE SHOP PARIS products and of THE FRANKIE SHOP PARIS must constitute a constant and primary concern for the Authorized Seller.
1.12 THE FRANKIE SHOP PARIS products can only be sold to retailers previously approved on the basis of the above qualitative criteria applied by THE FRANKIE SHOP PARIS. Any resale of THE FRANKIE SHOP PARIS products to non-authorized retailers is strictly forbidden. The Products shall be sold in the physical point of sale specified by the Authorized Seller at time of order. Any change in the place of the physical point of sale of the Authorized Seller shall be previously approved in writing by THE FRANKIE SHOP PARIS.
2 MARKETING METHODS
Considering the seasonal nature of the activity and the products and except for certain products identified by THE FRANKIE SHOP PARIS, only products from the current season may be presented by the Authorized Seller in the point of sale.
The Authorized Seller undertakes not to sell THE FRANKIE SHOP PARIS products under any form whatsoever to any community or collective body, to any merchant, whether UK or foreign, wholesaler or retailer, any central purchasing department, office or group, any works council, except to other Authorized Sellers of the same kind of distribution which are part of the network of THE FRANKIE SHOP PARIS approved Authorized Sellers in the European Economic Area and according to the terms set forth below. Any resale of
THE FRANKIE SHOP PARIS products to third parties, such as website or resellers, that are not members of the network of THE FRANKIE SHOP PARIS approved Authorized Sellers is strictly prohibited, unless the prior written approval has been given by THE FRANKIE SHOP PARIS upon request by the Authorized Seller. Any breach by the Authorized Seller of these commitments may give rise to the immediate cancellation by THE FRANKIE SHOP PARIS of any orders and/or the termination of the commercial relationship with the Authorized Seller. The Authorized Seller will keep available to THE FRANKIE SHOP PARIS for one year a copy of invoices corresponding to these sales. THE FRANKIE SHOP PARIS may consult them if there are any elements liable to cause it to believe that the Authorized Seller has sold products outside THE FRANKIE SHOP PARIS network. This exception applies only to Authorized Sellers located in the European Economic Area. The Authorized Seller also undertakes not to make any mail order or door-to-door sales.
The Authorized Seller is entitled to sell THE FRANKIE SHOP PARIS products on a website, provided that it meets all THE FRANKIE SHOP PARIS brand qualitative criteria as set forth by THE FRANKIE SHOP PARIS in relation to such sale, and provided that it has beforehand entered into a specific agreement with THE FRANKIE SHOP PARIS in this respect. THE FRANKIE SHOP PARIS brand qualitative criteria correspond to those normally expected of a high-quality website which presents and markets luxury products in terms of website environment, technical properties and characteristics of the website, and quality of service of the website. All these qualitative criteria must be strictly complied with by the Authorized Seller before being able to sell THE FRANKIE SHOP PARIS products on its website. Those criteria are communicated by THE FRANKIE SHOP PARIS upon request of the Authorized Seller. Such provision only applies to Authorized Sellers operating inside the European Economic Area, other Authorized Sellers being not entitled to sell THE FRANKIE SHOP PARIS products on a website.
3 INTERNET SALES CRITERIA
If the Authorized Seller wishes to sell the Goods via the internet in addition to sale at an authorized retail store, the Authorized Seller is required to comply with the following provisions regarding the authorized website and the sale of the Goods via the website. THE FRANKIE SHOP PARIS is entitled to prohibit the sale of the Goods via the internet if the Authorized Seller does not comply with the requirements.
3.1 The display of the Goods on the authorized website shall correspond to the high end premium luxury image of the Goods including:
3.1.1 all Goods shall be presented together and clearly separate from other goods sold by the Authorized Seller on the authorized website in a dedicated space.
3.1.2 the authorized website must list THE FRANKIE SHOP PARIS brand as a category and/or brand
3.1.3 if the category/brand “THE FRANKIE SHOP PARIS” is selected or similar wording is typed into the search bar of the authorized website, only THE FRANKIE SHOP PARIS products and no competitive goods are displayed on the authorized website.
3.1.4 the presentation of the Goods on the authorized website shall comply with THE FRANKIE SHOP PARIS merchandising and e-tailer guidelines.
3.2 The Authorized Seller shall display a reasonable range of Goods on the authorized website.
3.3 The Authorized Seller shall not display or sell any product, the brand name or presentation of which could lead to confusion with THE FRANKIE SHOP PARIS brand or any Good or any other THE FRANKIE SHOP PARIS goods.
3.4 The authorized website of the Authorized Seller, including the domain name and the design of the authorized website shall correspond to the high end and premium image of the Goods including:
3.4.1 the authorized website shall comply with all applicable laws, including but not limited to applicable e-commerce laws and laws regarding display of prices and withdrawal and returns.
3.4.2 the Authorized Seller shall provide clearly, comprehensibly and unambiguously and prior to the order being placed on the authorized website by an end consumer, at least the following information:
(a) the different technical steps to follow to conclude the contract.
(b) the effective prices to be paid by the end consumer; the shipping costs must be cleared identified.
(c) the technical means for identifying and correcting input errors prior to the placing of the order.
(d) the languages offered for the conclusion of the contract.
3.5 The Authorized Seller shall accept and confirm orders of consumers by e-mail without undue delay.
3.6 The Authorized Seller shall provide secured transaction payment services on the authorized website.
The Authorized Seller shall ship the ordered Goods to the end consumer without undue delay after receipt of the order; the Authorized Seller shall confirm the dispatch of the ordered Goods to the end consumer by e-mail; and the Authorized Seller shall track and trace the shipment.
3.7 The Authorized Seller shall not post any advertisement banners on its authorized website that do not comply with the high value and reputation of THE FRANKIE SHOP PARIS brand.
3.8 The Authorized Seller must ensure that the end consumer can only purchase the Goods via direct access to the authorized website of the Authorized Seller. The sale of the Goods via websites of third parties, for example via (auction) platforms, is prohibited.
3.9 The Authorized Seller and its sales people shall have the necessary know how and qualification to sell the Goods and provide customer service regarding the Goods either by telephone, e-mail or chat.
3.10 The Authorized Seller shall not sell second hand products, pre-owned products or used products on the authorized website.
Neither the placing of an order with THE FRANKIE SHOP PARIS nor the Sale Conditions grant the Authorized Seller any exclusivity with respect to the sale of THE FRANKIE SHOP PARIS products.
3.11 Any breach by the Authorized Seller of any of the obligations, conditions and prohibitions set forth in the present article shall be construed as an act of gross misconduct entitling THE FRANKIE SHOP PARIS to terminate its relationship with the Authorized Seller immediately and to cancel any order, even after the Contract is finalized, without prejudice to any other rights and remedies.
RETURN POLICY
Dear Committed Partner,
This guide is designed to assist you when requesting authorization to return merchandise. Please note that this policy is subject, in all cases, to applicable law.
Instructions in this guide must be followed at all times. Failure to adhere to these instructions will result in your request being refused and no credits issued.
Should there be any questions in relation to the contents of this guide, please contact our Customer Service representative -
Email: wholesale@thefrankieshop.com
We thank you for your co-operation with this and If you have any further questions with the process or a specific return please don’t hesitate to contact your relevant Sales Executive or Customer Service for assistance.
Yours sincerely,
THE FRANKIE SHOP PARIS
CLAIMS FOR MANUFACTURING DEFECTS OR NON-CONFORMITY MUST BE SUBMITTED IN WRITING WITHIN FIFTEEN (15) BUSINESS DAYS AFTER RECEIPT OF MERCHANDISE OR WITHIN TEN (10) BUSINESS DAYS FROM THE DISCOVERY OF THE DEFECT. ANY REQUESTS SUBMITTED AFTER THIS DEADLINE MAY NOT BE CONSIDERED FOR RETURN.
ALL RETURN REQUESTS WILL BE PROCESSED WITHIN TEN (10) BUSINESS DAYS.
THIS POLICY DOES NOT AFFECT THE CLIENT OR END CONSUMERS STATUTORY RIGHTS.
TO REQUEST A RETURN AUTHORIZATION –
Please email your relevant Sales Executive and include the following information when requesting a return authorization:
Store Name and Customer Number
Purchase Order Number
Original Invoice Number
Date Received
Style(s)/Color(s)/Size detail of the requested return
Reason for return for example:
- Fit issue
- Faulty item
- Incorrect item delivered
If items are being returned due to quality problem or the item is defective, full length and close-up photos of the items being returned
Scan of the original airway bill and shipping documents relating to the items (if applicable).
RETURN PROCESS –
Upon approval, you will receive a Return Authorization (RA) from the Customer Service team.
This will instruct where the product is to be returned along with the Freight Forwarder/Carrier to be used.
Shipping costs will be covered by THE FRANKIE SHOP PARIS. if goods are deemed to be faulty or if an agreement has been made previously by THE FRANKIE SHOP PARIS. Merchandise that is received from other carriers may be refused and freight charges will not be accepted.
For clarity, returns under any commercial agreement (swapping inventory, sale or return terms etc.) will be the responsibility for the Buyer to pay return carriage costs.
Please adhere to the following instructions:
Remove all security devices, store price tickets etc. from merchandise.
Merchandise must be labelled with either the original hangtag or a store label and indicating the style number and barcode for identification purposes
Merchandise must be neatly packed.
Return Authorization number must be indicated on outside of all cartons and a copy of the Returns Authorization within the carton.
All goods returned must match the styles, sizes and units listed on the Return Authorization.
KEY INFORMATION –
Deduction from credit in the amount of €100 may be assessed for each return shipments that do not adhere to the above requirements or with the following discrepancies:
Paperwork incorrect, missing or illegible
Packing note not supplied
Paperwork not containing the booking reference (RA)
Discrepancy on quantity / reference returns (missing or overs stocks)
Delivery of wrong stock
No RA on boxes
Incorrect RA returns
For returns not due to quality problem, if goods prove to be in an unsellable condition, the good will not be credited by THE FRANKIE SHOP PARIS.
Return Authorizations expire THIRTY (30) days after date of issue.
Please return authorized product within this time frame to avoid delays in the processing of your return.
Returned merchandise that is received without proper authorization will not be accepted and any freight charges incurred as a result of an unauthorized return will be the Buyer’s responsibility.
All returns will be 100% audited upon receipt prior to credit being issued.
CREDIT NOTES –
A credit note will be issued for the goods received back to THE FRANKIE SHOP PARIS warehouse.
Please be so kind to mention the credit note number when you take the deduction from your next payment.
RETURN PROCESSING TIME –
Please allow ten (10) business days weeks for the processing of your return and receipt of your credit note.