GENAIO™ GENERAL TERMS AND CONDITIONS FOR PURCHASES ON WWW.GENAIO.COM
For the purpose of these General Terms and Conditions, the following terms shall have the following meanings:
- "Business Day" means a calendar day, other than a Saturday, a Sunday or a Dutch public holiday, on which the banks in the Netherlands are open for normal business;
- "Customer" means any natural person not acting in the course of a profession or business (consument) that enters into an Agreement with Genaio, and any legal entity that enters into an Agreement with Genaio regarding the purchase of a Product;
- "Agreement" means any agreement with respect to orders placed for Products available on the Genaio Webshop concluded between Genaio and the Customer threw the Genaio Website (overeenkomst op afstand);
- "DCC" means Dutch Civil Code (Burgerlijk Wetboek);
- "Durable medium" means any instrument, including email, which enables the Customer to store information addressed to him in a way accessible for future reference for a period of time adequate for the purposes of the information, and which allows the unchanged reproduction of the information stored;
- Genaio™ is part of Signofix incorporated under the laws of the Netherlands, whose registered office is at Lange Kleiweg 62A, 2288 GK Rijswijk, The Netherlands;
- “Genaio Webshop" means the online webshop of Genaio™ on the Genaio™ Website;
- “Genaio™ Website" means the website of Genaio™ on www.genaio.com;
- "General Terms and Conditions" means these General Terms and Conditions of Genaio™;
- "Intellectual Property Rights" means all existing and future intellectual property rights, subsisting anywhere in the world, whether registered or not (including but not limited to all trademark rights, trade name rights, patent rights, copyrights, database rights, design rights, and all trademarks, trade names, domain names, software, patents, works, databases, designs, models, know-how, and all rights in respect of any of the foregoing) relating to the Products and the Genaio™ Website;
- "Parties" means Genaio™ and the Customer collectively;
- "Product" means all goods Genaio™ produces and/or sells under – inter alia – the (trade)name ‘Genaio™‘ and/or ‘Genaio™ Italy‘ and/or ‘Genaio Jeans™‘.
2.1. These General Terms and Conditions apply to any Agreement (and/or changes or additions thereto) for the sale and delivery of Products concluded through the Genaio™ Webshop to which Genaio™ is a party and applies to the whole legal relationship between the Parties. These General Terms and Conditions also apply to and form an integral part of all quotations and offers made by Genaio™ and all acceptances, acknowledgments and confirmations by Genaio™ of any orders made by the Customer.
2.2. By placing an order the Customer agrees to be bound by these General Terms and Conditions.
2.3. In the event that specific Product related terms and conditions apply in addition to these General Terms and Conditions, those terms will be explicitly specified in the offer of the specific Product and in the event of contradictory terms and conditions, the Customer may invoke the applicable condition that is most favorable to the Customer.
2.4. These General Terms and Conditions supersede any previous general terms and conditions for the sale and delivery of Products concluded through the Genaio™ Webshop.
- OFFERS AND ORDERS
3.1. The material on the Genaio™ Website is provided for general information only. Obvious errors or mistakes in the offer do not bind Genaio™.
3.2. Genaio™ will indicate on the Genaio™ Website if an offer is of limited duration.
3.3. An offer is subject to availability. If a Product is out of stock, despite appearing on the Genaio™ Webshop, Genaio™ may cancel a confirmed order. In such an event the Customer will be informed by email and any payments with respect to the order will be refunded.
- THE AGREEMENT
4.1. Subject to the provisions of these General Terms and Conditions, the Agreement becomes effective upon acceptance of an offer and the fulfillment of the applicable conditions by the Customer. The Customer accepts the offer by placing an order through the Genaio™ Webshop. Promptly after receiving an order, Genaio™ will send an automated email confirming the receipt of the order.
4.2. Genaio™ may obtain information – within statutory frameworks – about the Customer's ability to fulfill his payment obligations, as well as about facts and factors that are important for the responsible conclusion of the Agreement.
4.3. Genaio™ reserves the right to reject or cancel an order, without being liable for any damages or costs in (among others) the following situations:
- The Product is not available or the Product is out of stock;
- The order is flagged by Genaio's security systems as an unusual order or an order susceptible to fraud;
- The Customer's billing information is not correct or not verifiable;
- Genaio™ has a reason to believe the Customer is a reseller;
- There was an error in the price displayed on the Genaio™ Website;
- Genaio™ cannot deliver to the shipping address provided by the Customer.
In such an event the Customer will be informed by email and any payments with respect to the order will be refunded.
5.1. All prices quoted on the Genaio™ Website are in Euros and include VAT (BTW).
5.2. Genaio™ reserves the right to change the prices quoted on the Genaio™ Website without notice. Genaio™ will not be liable to the Customer or any third party for price changes.
5.3. Shipping and delivery rates are applied per order. All costs in connection with shipment import and export duties and excise, as well as all other levies or taxes imposed or levied in respect of the Product, the shipping and customs clearance shall be at the Customer's expense. Such costs or expenses which have been paid by Genaio™, shall be charged to the Customer.
- RIGHT OF WITHDRAWAL
6.1. The Customer has the right to withdraw from the Agreement within 14 calendar days without giving any reason. The withdrawal period will expire after 14 calendar days from the day on which the Product is delivered at the given address by the Customer. In the event that several Products of the same order are delivered separately, the withdrawal period will expire after 14 calendar days from the day on which the Product is delivered at the given address by the Customer.
6.2. To exercise the right of withdrawal, the Customer must inform Genaio™ of his decision to withdraw from the Agreement by requesting a Return Merchandise Authorisation on the Genaio™ Website or sending an email with an unequivocal written statement to email@example.com within the withdrawal period. To meet the withdrawal deadline, it is sufficient for the Customer to request a Return Merchandise Authorization or send the unequivocal statement to Genaio™ before the withdrawal period has expired.
6.3. During the withdrawal period, the Customer shall handle and inspect the Product and the packaging with care, in the same manner as the Customer would be allowed to do in a retail shop. The Customer shall only unpack or use the Product to the extent necessary to establish the nature, the characteristics and the functioning of the Product. The Customer shall be liable for any diminished value of the Product resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Product.
6.4. If the Customer exercises its right of withdrawal, the Customer will return the Product to Genaio™ at its own risk and expense, without undue delay and in any event no later than 14 calendar days from the day on which the Customercommunicated his decision to withdraw to Genaio™. This deadline is met if the Customer sends back the Product before the withdrawal period of 14 calendar days has expired and submits a copy c.q. transcript of the return shipment. If the Customer is located outside the European Union, the Customer shall declare the returned Product as "Returns and Repairs of Dutch Merchandise" on the customs declaration.
6.5. The Customer shall return the Product with all delivered accessories and in the complete and original state and, to the extent possible, in its original packaging. The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lie with the Customer.
6.6. If the Customer timely exercises it's right of withdrawal, Genaio™ will reimburse the relevant payments received from the Customer, including the costs of delivery, without undue delay and in principle no later than 14 calendar days from the day on which Genaio™ is informed of the Customer's decision to withdraw from the Agreement. However, Genaio™ may withhold the reimbursement until Genaio™ has received the Product back, or until the Customer has supplied adequate evidence of timely having sent back the Product. Genaio™ will carry out such reimbursement using the same means of payment as the Customer used for the initial transaction unless the Customer has expressly agreed otherwise.
6.7. Notwithstanding paragraph 6.6 above, Genaio™ will not reimburse the delivery costs if the Customer opted for a type of delivery other than the least expensive type of standard delivery.
6.8. Genaio™ is entitled to refuse a returned Product and the reimbursement of payments if the Customer does not comply with the instructions of this paragraph 6.
6.9. The aforementioned of paragraph 6 is not applicable to a custom c.q. tailor-made Product. Due to the nature of the custom c.q. tailor-made Product, a withdrawal of this product is excluded. In the event the custom c.q. tailor-made Product is defective, solely in the sense of an obvious defect, this defective Product will be replaced by a new Product with the same specifications. The Customer does not hold the right to withdraw the order in the event of the aforementioned defective Product being delivered. In case of unavailability of the material for the replacement Product, the Customer will be notified as soon as possible and a proper solution will be sought.
- PAYMENT BY THE CUSTOMER
7.1. Save as otherwise provided in the Agreement or in applicable additional terms and conditions, the sums payable to Genaio™ will be paid by the Customer within 14 calendar days after the conclusion of the Agreement.
7.2. Genaio™ does not accept any other method of payment than the payment methods indicated on the Genaio™ Website. Genaio may change these payment methods at any time. All actual costs of payment will be passed on to the Customer.
7.3. The Customer has the duty to inform Genaio™ of any inaccuracies in payment data provided or stated.
- SHIPPING AND DELIVERY
8.1. The ordered Product will be shipped to the Customer within 1-3 Business Days after the payment is received by Genaio™. In the event multiple orders with the same shipping address are placed by the Customer, these orders may be combined, unless otherwise requested by the Customer. In such event the Products will be shipped to the Customer within 1-3 Business Days after receiving the payment of the last order.
8.2. As regards an order with a shipment of the Product within The Netherlands, the expected delivery time will be 2 Business Days. As regards an order with a shipment of the Product to the remaining countries within the European Union, besides the United Kingdom, the expected delivery time will be 2-9 Business Days. The expected delivery time with regard to the shipment of a Product within The United Kingdom, will be 2-5 Business Days. As regards an order with a shipment of the Product to countries outside the European Union, the expected delivery time will be 10-26 Business Days.
8.3. With respect to an order of a custom c.q. tailor-made Product, the production time will be at least 4 weeks. Therefore, the expected delivery time of the custom c.q. tailor-made Product will be adapted to the production time.
8.4. The shipping and delivery terms indicated in these General Terms and Conditions, on the Genaio™ Website or otherwise communicated by Genaio™ are indicative and not guaranteed. If Genaio™ is unable to meet the (estimated) shipping date, Genaio™ will notify the Customer accordingly. Genaio™ shall not be liable for any damages and costs arising out or in connection with delayed delivery.
8.5. Genaio™ ships to shipping addresses in the countries indicated on the Genaio™ Website. Genaio™ will deliver the Product at the shipping address specified in the order of the Customer.
8.6. If the shipping address is located outside the European Union, the Customer shall be responsible for assuring that the ordered Product can be lawfully imported.
8.7. Genaio™ is authorized to engage third parties in the fulfillment of its shipping and delivery obligations under the Agreement. All shipping services used by Genaio™ provide a tracking number.
8.8. Genaio™ retains the full and unconditional ownership of the ordered Product until the Product as well as all other claims of Genaio™ vis-à-vis the Customer are paid in full (within the meaning of article 3:92 and 7:9 DCC). The Customer shall in no event have a right of retention with regard to the Product. Genaio™ is entitled to repossess the Product if the Customer fails to fulfill any of its obligations under the Agreement and/or if Genaio™ infers from the Customer's behavior or communication that the Customer will fail to fulfill any of its obligations under the Agreement.
8.9. All risks in connection with the Product shall pass to the Customer when the Product is delivered at the shipping address specified in the order of the Customer. If the Customer refuses or fails to take and/or accept delivery of the ordered Product, the Customer will be charged the actual costs of shipping the Product back to Genaio™.
9.1. Genaio™ wishes to point out that the Customer can rely upon the legal guarantee of conformity of goods (as stipulated in article 7:17 DCC). The Customer is obliged to closely examine the delivered Product upon the day on which the Product is delivered at the given address.
9.2. The Customer shall inform Genaio™ of any complaints about defects and/or non-compliance with the specifications of the delivered Product, including but not limited to complaints in respect of visible defects and/or damages of the Product and/or the color of the Product. Any complaints shall be sent in writing to the following email address: firstname.lastname@example.org. The email shall contain a clear description of the complaint, the Customer's name, the order number included in the order confirmation and the article number of the Product and shall be sent within a reasonable time after the discovery of the defects, but in any case no later than two (2) months after the discovery of the defects.
9.3. Complaints submitted to Genaio™ will be replied within a period of five (5) Business Days, from the date of receipt of the complaint. The Customer shall give Genaio™ all such assistance as Genaio™ may require for the purpose of examining the complaint. Genaio™ is only obliged to take complaints into consideration, if Genaio™ is given the opportunity to verify the complaint.
9.4. In the event of a timely, correct and justified complaint in accordance with this paragraph 9, the Customer shall be entitled to either replacement or repair of the defective or non-conforming Product.
9.5. The Customer shall return the defective or non-conforming Product in its entirety to Genaio™. The return costs are for the account of the Customer. The defective or non-conforming Product shall become Genaio's property as soon as it has been replaced or credited.
9.6. A complaint that does not meet the requirements set out in this paragraph 9, shall not be taken into consideration by Genaio™, the Product shall be deemed to have no defects and conform to the specifications and does not release the Customer from any of its obligations under the Agreement.
9.7. With regard to paragraph 9.2., Genaio™ emphasizes that it cannot guarantee that the colors of the Product are exactly the same as the colors that appear on the computer screen of the Customer. This may be caused by the display settings on the computer of the Customer. Therefore, a difference in the color of the Product in response to the aforementioned, will not be considered and treated as a non-conforming Product.
10.1. Genaio™ shall in no event be liable to the Customer for any indirect loss or damage arising out of or in connection with the Agreement, the sale of any Products by Genaio™ or the use thereof by the Customer, whether or not such damage is based on tort, product liability, guarantee, statutory duty or otherwise, unless the damage is caused by intent or wilful recklessness of Genaio™.
10.2. Notwithstanding anything to the contrary in the Agreement or these General Terms and Conditions, any aggregate liability of Genaio™ to the Customer arising in connection with the Agreement or these General Terms and Conditions, under any theory or ground whether in contract, tort, product liability, guarantee, statutory duty, or otherwise, shall in no event exceed the invoice value of the Product concerned (unless the damages are caused by intent or wilful recklessness by Genaio™ or its managerial staff).
- FORCE MAJEURE
11.1. Genaio™ shall not be liable for any failure or delay in performance if such failure or delay results from interruptions in the Product's manufacturing process or if such failure or delay is caused by force majeure as referred to in article 6:75 DCC, whether or not such force majeure was foreseeable at the time of the Agreement. As a result of such force majeure and/or default by one of Genaio's suppliers, Genaio™ cannot reasonably be required to execute its obligations.
11.2. In the event that, as a consequence of force majeure and/or default by one of Genaio's suppliers, Genaio™ is prevented from fulfilling its obligations to the Customer, such obligation shall be suspended for the duration of the event of the force majeure and/or default by one of Genaio's suppliers, the Customer shall not be entitled to any compensation whatsoever.
11.3. In the event that the force majeure and/or default by one of Genaio’s suppliers extends or is reasonably expected by Genaio™ to extend for a period of three (3) consecutive months, Genaio™ shall be entitled to cancel the affected Agreement without any liability towards the Customer.
- INTELLECTUAL PROPERTY RIGHTS
12.1. All Intellectual Property Rights shall remain the exclusive property of Genaio™ or its licensors. The Customer acknowledges that it has no right, title or interest in, nor will it acquire or attempt to acquire any Intellectual Property Rights in its own or third parties' name, or for its own or others' behalf or act in any such way that may give the impression to third parties that the Customer is the proprietor of any of these Intellectual Property Rights.
12.2. The Customer shall not copy any Productor (any part of) the Genaio™ Website, nor (otherwise) use any Intellectual Property Rights, without Genaio's prior written approval. The Customer shall not cause or permit anything to be done which may damage or cause detriment to the Intellectual Property Rights, including but not limited to their validity, distinctive character and/or reputation.
12.3. Nothing in any Agreement and/or these General Terms and Conditions shall be construed as conferring any license or granting any rights to the Customer regarding any Intellectual Property Rights.
12.4. Images, photographs and videos of a Customer who wears a Product, posted on the world wide web, can and may be used for advertising purposes.
Genaio™ will process personal details of the Customer in accordance with the privacy statement published on the Genaio™ Website.
- AVAILABILITY OF THE GENAIO™ WEBSHOP
Genaio™ does not guarantee that the Genaio™ Website, or any content on it, will always be available or that access will always be uninterrupted. Access to the Genaio™ Website is permitted on a temporary basis. Genaio™ reserves the right to suspend, withdraw, discontinue or alter all or any part of the Genaio™ Website at any time as it sees fit without notice. Genaio™ shall not be liable for any reason due to which the Genaio™ Website is unavailable at any time or for any period.
15.1. The invalidity or unenforceability of any provision of these General Terms and Conditions shall not affect the validity or enforceability of any other provision of these General Terms and Conditions. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable. The interpretation of the replacing provisions shall be as close as possible to the intent of the invalid or unenforceable provision.
15.2. Genaio™ reserves the right to unilaterally amend these General Terms and Conditions at any time. In the event that the General Terms and Conditions have been amended, Genaio™ will give notice of this by stating on the Genaio™ Website that the General Terms and Conditions have been amended, thereby indicating the date of such amendments.
15.3. Genaio™ may transfer, assign and/or pledge its rights and/or obligations under the Agreement to a third party. This will not affect the Customer's rights and obligations.
15.4. The Customer may only transfer assign and/or pledge his/her rights and/or obligations under the Agreement to a third party upon written approval from Genaio™.
- GOVERNING LAW AND JURISDICTION
16.1. These General Terms and Conditions and any Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands, excluding (i) any conflict of law rules under Dutch private international law and (ii) the applicability of the United Nations Convention on Contracts for the International Sale of Good (Vienna Convention of 1980).
16.2. The competent court in the Netherlands shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these General Terms and Conditions and/or any Agreement without prejudice to the right of appeal and that of appeal to the Supreme Court.
16.3. The Dutch language version of these General Terms and Conditions of Sale takes precedence over any other version. Therefore, in the event of a dispute, the Dutch version will prevail.
- COMPANY INFORMATION
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