Conditions d’utilisation

These General Terms and Conditions of Sale and Delivery apply to Essence Collections B.V., having its registered office in the Netherlands, hereinafter referred to as “Essence Collections”.

These Terms and Conditions are available through Essence Collections and may also be made available electronically.

1.1  These General Terms and Conditions of Sale and Delivery, hereinafter referred to as the “Terms and Conditions”, apply to all offers, quotations, orders, deliveries and agreements entered into by or with Essence Collections.

1.2  For the purposes of these Terms and Conditions, “Products” shall mean all goods forming the subject matter of an Agreement.

1.3  For the purposes of these Terms and Conditions, an “Agreement” shall mean any agreement concluded between Essence Collections and the Buyer, including any amendment or addition thereto and any legal or other acts performed in preparation for or in execution of such Agreement.

1.4  For the purposes of these Terms and Conditions, the “Buyer” shall mean any natural person acting in the course of a profession or business, or any legal entity, that enters into or intends to enter into an Agreement with Essence Collections, including its representatives, authorised agents and legal successors. These Terms and Conditions are intended exclusively for business-to-business transactions.

1.5  Unless expressly stated otherwise, references to “in writing” shall include communication by email or another electronic means that allows the content of the communication to be stored and reproduced for future reference.

1.6  Any general terms and conditions of the Buyer shall apply only if and to the extent that they have been expressly accepted by Essence Collections in writing.

1.7  All general purchasing terms, conditions or other provisions of the Buyer are hereby expressly rejected.

1.8 Any amendment or addition to these Terms and Conditions shall be valid only if agreed or confirmed by Essence Collections in writing.

Essence Collections may amend or supplement these Terms and Conditions from time to time. Any amended Terms and Conditions shall apply to future Agreements and shall be made available to the Buyer before or at the time the relevant Agreement is concluded.

2.1  All offers and quotations issued by Essence Collections are non-binding and shall constitute an invitation to the Buyer to place an order, unless expressly stated otherwise in writing.

2.2  Offers and quotations shall be valid only for the period stated therein. If no validity period is stated, the offer or quotation shall remain valid for 10 calendar days.

2.3  All specifications provided by Essence Collections regarding quantities, weights, materials, colours, components, dimensions and other characteristics of the Products have been prepared with due care.However, reasonable deviations may occur. Models, samples, drawings, photographs and other representations shall serve solely as an indication of the relevant Products unless expressly agreed otherwise in writing.

3.1  Orders may be submitted in writing or electronically, including by email or through an applicable ordering or purchasing portal.

3.2  An Agreement shall be concluded only when Essence Collections:

a. accepts the Buyer's order in writing or electronically; or

Essence Collections shall be entitled to reject any order without stating reasons and without liability for damages or compensation.

3.3  Essence Collections may make acceptance or continued performance of an Agreement subject to a satisfactory assessment of the Buyer's creditworthiness.

3.4 Essence Collections may suspend acceptance or performance of an Agreement if the Buyer has failed to fulfil obligations arising from previous Agreements with Essence Collections.

3.5  Once an Agreement has been concluded, the Buyer may not cancel the order without the prior written consent of Essence Collections. If Essence Collections agrees to a cancellation, Essence Collections may require payment of a cancellation fee of up to 30% of the original purchase price, in addition to reimbursement of any costs, losses or damages reasonably incurred by Essence Collections as a result of the cancellation.

4.1  Risk in the Products shall pass to the Buyer upon delivery.

Delivery shall be deemed to have taken place when the Products have been delivered to, or made available to, the Buyer or its authorised representative.

4.2  Unless otherwise agreed in writing, the Buyer shall bear all shipping, transport, insurance, import, export, customs clearance and similar costs associated with the delivery of the Products.

4.3  If delivery cannot be completed due to circumstances attributable to the Buyer, the Buyer shall be in default without prior notice being required.

Essence Collections shall be entitled to store the Products at the Buyer's expense and risk. The Buyer's payment obligations shall remain unaffected. Essence Collections may also exercise any other rights available to it under the Agreement or applicable law.

4.4  Essence Collections shall be entitled to make partial deliveries and to invoice each delivery separately. The Buyer shall not be entitled to suspend payment because of a delay affecting another delivery or part of the order.

5.1  Any delivery period stated by Essence Collections shall be approximate only and shall not constitute a strict deadline, unless expressly agreed otherwise in writing.

Essence Collections shall use reasonable efforts to meet the stated delivery period.

5.2  Where Essence Collections requires information, documentation, approvals or other assistance from the Buyer in order to perform the Agreement, any delivery period shall commence only after all required items have been received or provided.

5.3  A delay in delivery shall not automatically entitle the Buyer to damages or termination of the Agreement. The Buyer may terminate the Agreement only to the extent permitted under applicable law and only after Essence Collections has been given a reasonable opportunity to perform, unless such opportunity is not required under mandatory law.

6.1  Prices may be stated in euros, GBP or any other currency specified by Essence Collections. Unless expressly stated otherwise, all prices are exclusive of VAT, sales tax, import duties, levies and other applicable taxes or charges. Shipping, handling and other delivery-related costs may be charged separately.

6.2  Prices are based on the circumstances applicable to Essence Collections at the time the Agreement is concluded, including, without limitation:

If such circumstances change after the Agreement has been concluded but before delivery, Essence Collections shall be entitled, to the extent permitted by law, to adjust the agreed price accordingly.

6.3  Essence Collections may adjust its prices by up to 15% per calendar year for future orders or Agreements.

6.4  Unless otherwise agreed in writing, first orders placed by a Buyer shall be paid in full prior to delivery.

6.5  Where Essence Collections grants the Buyer a credit facility or deferred payment terms, invoices shall be paid in the currency stated on the invoice within 14 days after the invoice date, unless another payment period has been expressly agreed.

6.6  Essence Collections may revise, withdraw or reduce any payment term or credit facility if this is reasonably justified by changes in the Buyer's financial position, payment behaviour or creditworthiness.

6.7  If the Buyer fails to pay an amount when due, the Buyer shall be in default without notice of default being required where this follows from applicable law or the agreed payment term. All outstanding amounts owed to Essence Collections may become immediately due and payable.

6.8  The Buyer shall owe statutory commercial interest within the meaning of Article 6:119a of the Dutch Civil Code, plus an additional contractual interest margin of 7 percentage points per annum, from the date payment becomes due until full payment has been received.

6.9  The Buyer shall reimburse Essence Collections for all reasonable judicial and extrajudicial costs incurred in collecting overdue amounts, including reasonable legal and advisory costs. Unless mandatory law provides otherwise, extrajudicial collection costs shall amount to at least 15% of the overdue amount, subject to a minimum of EUR 300, excluding VAT.

6.10  Payments received from the Buyer may be applied by Essence Collections first to costs and interest and subsequently to the principal amounts outstanding, starting with the oldest outstanding amounts.

6.11  The sending of payment reminders or other requests for payment shall not constitute a waiver of any rights of Essence Collections.

7.1  The Buyer shall inspect the Products immediately upon delivery.

The Buyer shall verify:

Any complaint regarding visible defects, damage, incorrect Products or shortages must be submitted to Essence Collections in writing without undue delay and, in any event, within 14 calendar days after delivery.

7.2  The complaint shall contain sufficient information to enable Essence Collections to investigate the claim, including, where applicable:

7.3  Upon discovering a defect, the Buyer shall immediately cease using, selling, processing or further handling the affected Product to the extent reasonably necessary to prevent further damage.

7.4  The Buyer shall provide all reasonable cooperation required for the investigation of a complaint and shall allow Essence Collections, or a party appointed by Essence Collections, to inspect the relevant Product and investigate the circumstances of its use.

7.5  If the Buyer fails to provide reasonable cooperation or makes an investigation impossible, Essence Collections may reject the complaint. If an investigation demonstrates that a complaint is unfounded, Essence Collections may charge the Buyer for the reasonable costs of the investigation.

7.6  The fact that Essence Collections investigates a complaint shall not constitute an acknowledgement of liability.

7.7  A justified complaint shall be handled in accordance with Article 8 and subject to the limitations of liability set out in Article 13.

Essence Collections warrants that, at the time of delivery, the Products shall conform in all material respects with the specifications expressly agreed between Essence Collections and the Buyer. Minor deviations customary in the relevant industry with respect to dimensions, weight, colour, materials, components or similar characteristics shall not constitute a defect. The warranty rights described in this Article apply only to the extent that the Products have been used, stored, maintained and handled in accordance with their intended purpose and any instructions provided by Essence Collections.

Essence Collections provides the Buyer with a limited warranty of 24 months from the date of delivery against demonstrable manufacturing defects. For the purposes of these Terms and Conditions, a manufacturing defect means a defect resulting from an error 

The Buyer must submit a warranty claim relating to an alleged manufacturing defect within the applicable warranty period and in accordance with Article 7.

Essence Collections provides a limited warranty of 6 months from the date of delivery for defects resulting from demonstrable premature or abnormal wear and tear. For the avoidance of doubt, normal wear and tear is not covered by any warranty. Premature or abnormal wear and tear means deterioration of a Product or component that occurs substantially earlier than may reasonably be expected under normal and intended use, taking into account the nature, material, price, purpose and expected lifespan of the Product. A claim under this Article shall only be valid if the Buyer demonstrates that the premature or abnormal wear was not caused by misuse, improper use, accidental damage, inadequate maintenance or another external cause.

The warranty does not cover:

a. normal wear and tear;

f. water damage, unless Essence Collections has expressly stated that the relevant Product is waterproof or otherwise suitable for the specific exposure involved;

For the avoidance of doubt, a designation such as “water-resistant” shall not automatically mean that a Product is waterproof.

If Essence Collections determines that a warranty claim is justified, Essence Collections shall, at its sole discretion and to the extent permitted by applicable law:

a. repair the Product;

The remedy selected by Essence Collections shall constitute the Buyer's sole remedy in respect of the relevant warranty claim, without prejudice to any mandatory rights that cannot legally be excluded or limited.

Warranty claims must be submitted in accordance with Article 7. The Buyer shall provide all information and documentation reasonably requested by Essence Collections in order to assess the claim. Essence Collections may require the return of the Product for inspection before determining whether the claim is covered.

Where Essence Collections supplies Products or components obtained from a third-party supplier or manufacturer, any warranty provided by Essence Collections shall not exceed the warranty rights that Essence Collections can reasonably obtain from that supplier or manufacturer, unless expressly agreed otherwise in writing.

The Buyer shall be responsible for its own contractual and statutory obligations towards its customers and end users. Nothing in these Terms and Conditions shall require Essence Collections to provide warranty coverage beyond the warranty expressly set out in this Article, except where mandatory law requires otherwise.

9.1  All Products delivered by Essence Collections B.V. shall remain the sole and exclusive property of Essence Collections B.V. until Essence Collections B.V. has received full payment of all amounts due from the Buyer in respect of the relevant invoice or invoices. Ownership of the Products shall not pass to the Buyer until all outstanding amounts due to Essence Collections B.V., including the purchase price, VAT, interest, collection costs and any other amounts owed under the Agreement, have been paid in full. Until ownership has passed to the Buyer, the Products shall remain the property of Essence Collections B.V., irrespective of whether the Products have been delivered to the Buyer or to a third party on behalf of the Buyer.

9.2  Until ownership of the Products has passed to the Buyer, the Buyer shall:

a. keep the Products properly stored and identifiable as the property of Essence Collections B.V.;

b. not pledge, encumber or otherwise grant any security interest or other right in the Products to any third party;

c. immediately inform Essence Collections B.V. of any attachment, seizure, insolvency proceeding or third-party claim affecting the Products; and

9.3  If the Buyer fails to pay any amount when due, Essence Collections B.V. shall be entitled, without prejudice to any other rights available to it under the Agreement or applicable law, to reclaim and recover the Products that remain the property of Essence Collections B.V. The Buyer hereby grants Essence Collections B.V. and any person appointed by Essence Collections B.V. permission to enter, to the extent legally permitted, the premises where such Products are located for the purpose of identifying, inspecting and recovering the Products.

9.4  The Buyer may sell Products subject to Essence Collections B.V.'s retention of title only in the ordinary course of its business and only until Essence Collections B.V. has exercised its right to reclaim the Products. Any proceeds received by the Buyer from the sale of Products that remain the property of Essence Collections B.V. shall, to the extent legally possible, be kept separately and shall not be used as security for obligations towards third parties.

10.1  No intellectual property, industrial property or other proprietary rights in the Products or services shall pass to the Buyer as a result of an Agreement.

10.2  To the best of its knowledge, Essence Collections represents that the Products do not infringe third-party intellectual property rights applicable in the Netherlands.

If a third party asserts such a claim, Essence Collections may, at its discretion, replace or modify the relevant Product or terminate the affected Agreement in whole or in part.

10.3  The Buyer may use trademarks, trade names, logos and other brand identifiers of Essence Collections solely for the promotion and sale of Products supplied by Essence Collections and in accordance with any brand guidelines provided by Essence Collections.

10.4  The Buyer shall not remove, alter or obscure any trademarks, markings, serial numbers, labels or other identifying information applied to the Products or their packaging.

10.5  The Buyer shall not manufacture, market or sell products that infringe the intellectual property rights of Essence Collections.

10.6  All intellectual property rights in designs, drawings, models, concepts, documentation and other materials created or supplied by Essence Collections shall remain vested in Essence Collections unless expressly agreed otherwise in writing.

10.7  The Buyer shall not copy, reproduce, reverse engineer or otherwise reproduce Products or designs of Essence Collections except to the extent expressly permitted in writing or under mandatory applicable law.

10.8  Promotional materials supplied by Essence Collections shall remain the property of Essence Collections unless expressly agreed otherwise in writing.

Essence Collections may request the return of such materials where reasonable.

10.9  The Buyer shall immediately notify Essence Collections of any third-party claim relating to alleged infringement of intellectual property rights concerning the Products.

Essence Collections shall have the right to determine the defence or settlement strategy relating to such claims to the extent that Essence Collections is directly involved.

11.1  If the Buyer fails to fulfil any obligation arising from an Agreement or these Terms and Conditions, Essence Collections may, subject to applicable law:

a. suspend performance;

11.2  Essence Collections may exercise the rights referred to in Article 11.1 if the Buyer:

11.3  If Essence Collections' ability to supply a Product depends on a third-party supplier and the relevant supply relationship ends or is materially affected, Essence Collections may suspend or terminate the affected Agreement to the extent reasonably necessary.

11.4  The Buyer shall notify Essence Collections without undue delay of any liquidation, insolvency event or substantial change in its business structure that may materially affect its ability to fulfil its obligations.

11.5  Upon termination of an Agreement, all outstanding amounts owed to Essence Collections shall immediately become due and payable to the extent permitted by law.

11.6  Termination shall not affect rights and obligations which, by their nature, are intended to survive termination, including payment obligations, confidentiality, intellectual property rights, retention of title and limitationsof liability.

12.1  Essence Collections shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control.

12.2  In the event of force majeure, Essence Collections may, at its discretion:

c. terminate the affected part of the Agreement where performance has become impossible or cannot reasonably be expected.

12.3  Essence Collections shall not be liable for damages resulting from a force majeure event.

13.1  Except in the event of intent or deliberate recklessness where liability cannot legally be excluded, Essence Collections' total liability arising out of or in connection with an Agreement shall be limited to the amount invoiced for the specific Product or service giving rise to the claim.

13.2  Essence Collections shall not be liable for misunderstandings, delays, errors or failures in communications or orders unless such damage is directly attributable to Essence Collections' intent or gross negligence.

13.3  To the extent permitted by law, Essence Collections shall not be liable for indirect or consequential damages, including:

13.4  Where Essence Collections performs custom manufacturing, repair, treatment or processing services, Essence Collections shall be liable only for direct damage caused by circumstances attributable to Essence Collections, subject to the limitations set out in this Article.

13.5  The Buyer shall indemnify and hold Essence Collections harmless against third-party claims arising from the Buyer's use, marketing, sale or distribution of the Products, except to the extent that such claim is caused by a defect or wrongful act for which Essence Collections is legally liable.

13.6  Any claim against Essence Collections must be reported without undue delay after the Buyer becomes aware, or reasonably should have become aware, of the circumstances giving rise to the claim.

14.1  All confidential information exchanged between Essence Collections and the Buyer, including trade secrets, formulas, designs, concepts, technical information, business information, customer information, manufacturing information, know-how, software, strategies, marketing plans and other confidential materials, shall be treated as confidential. The Buyer shall not disclose such information to third parties without the prior written consent of Essence Collections, except where disclosure is required by law.

14.2  The Buyer may disclose confidential information only to employees, advisers and contractors who need access to the information for the performance of their duties and who are subject to appropriate confidentiality obligations.

14.3  The confidentiality obligations contained in this Article shall survive termination of the Agreement for as long as the relevant information remains confidential.

15.1  The Buyer may not assign or transfer its rights or obligations under an Agreement without the prior written consent of Essence Collections.

15.2  Essence Collections may assign or transfer its rights and obligations to an affiliated company or successor in connection with a transfer of its business, provided that this does not materially prejudice the Buyer's legitimate interests.

16.1  Any deviation from these Terms and Conditions shall be valid only if expressly agreed or confirmed by Essence Collections in writing.

16.2  In the event of a conflict between an Agreement and these Terms and Conditions, the provisions of the Agreement shall prevail to the extent of that conflict, unless expressly agreed otherwise.

16.3  If any provision of these Terms and Conditions is or becomes invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the invalid or unenforceable provision with a valid provision that most closely reflects the purpose and economic effect of the original provision.

16.4  A failure or delay by Essence Collections to exercise any right shall not constitute a waiver of that right.

17.1  These Terms and Conditions and all Agreements between Essence Collections and the Buyer shall be governed exclusively by the laws of the Netherlands.

17.2  Any dispute arising out of or in connection with these Terms and Conditions or an Agreement shall be submitted to the competent court in the district in which Essence Collections has its registered office, unless mandatory law requires otherwise.

17.3  The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

18.1  If these Terms and Conditions are made available in more than one language, the Dutch version shall prevail in the event of any inconsistency, discrepancy or difference of interpretation, unless expressly agreed otherwise in writing.