Terms and Conditions of Sale for Professionals
The present general terms and conditions of sale are concluded between:
APACHES COLLECTIONS SAS a simplified joint-stock company with a capital of €5,000, with its registered office at Parc du Molinel - Bâtiment A, Allée de la Marque in Wasquehal (59290)
Tel: +33 6 15 05 73 74
Email: hello@apaches-collections.fr
Intra-community VAT: FR02 813792587
RCS: 813 792 587
Hereinafter referred to as "the Seller" ON THE ONE HAND, and:
Any person wishing to make a purchase via the Seller's website, at www.apaches-collections.fr
Hereinafter referred to as "the Customer" ON THE OTHER HAND.
ARTICLE 1. GENERAL PROVISIONS
These General Terms and Conditions of Sale (hereinafter "GTC") apply to all sales made by the company APACHES COLLECTIONS (hereinafter the "Company") to professional resellers (hereinafter the "Customer") of Products.
Products refer to all items marketed under the Apaches Collections brand and offered for sale to professionals, including clothing, accessories, textiles, decorative items and, more generally, any item listed in the Company's catalogs, lookbooks, showroom presentations, digital media or professional platforms. Products may belong to seasonal or permanent collections and be offered in stock or for pre-order.
Any order implies the Customer's full and unreserved acceptance of these GTC, to the exclusion of any other document, including the Customer's general terms and conditions of purchase, which are expressly unenforceable against the Company, unless agreed otherwise in writing in advance.
Any deviation from these GTC will only be valid if it has been accepted in writing by the Company and will only apply to the transaction concerned.
ARTICLE 2. ORDERS
2.1 General
Each order constitutes a firm offer to purchase.
The order becomes final after validation via the dedicated professional account or written confirmation from the Company.
Any modification or cancellation of an order by the Customer, after validation, can only occur after prior written agreement from the Company.
The Company reserves the right to refuse any order for a legitimate reason, particularly in the event of prior payment default, risk of insolvency, or non-compliance with the brand's image and positioning.
Products are supplied subject to availability. The Company reserves the right to modify or discontinue certain references or ranges at any time.
2.2 Minimum Order
For each season or collection, a minimum order amount may be required.
This minimum will be communicated to the Customer prior to placing an order.
The Company reserves the right to refuse any order below this amount.
2.3 Showroom Pre-orders
Orders placed during showroom presentations, trade shows, or pre-order campaigns constitute firm and final commitments.
A deposit may be required upon validation of the pre-order. Unless otherwise agreed in writing, this deposit is non-refundable.
2.4 Firm Nature of Seasonal Orders
Any order related to a seasonal collection is firm and final.
No cancellation, reduction, or modification may occur after validation, unless prior written agreement from the Company.
In the event of unilateral cancellation by the Customer after production has started, the Company may invoice the full amount of the ordered Products or, failing that, retain the deposit paid as compensation.
2.5 Production Adaptations
The Company reserves the right to marginally adapt quantities or references in case of production constraints, provided that these adaptations do not substantially alter the order.
ARTICLE 3. DELIVERY - TRANSPORT - TRANSFER OF RISKS
3.1 Metropolitan France
In Metropolitan France: delivery according to Incoterm DAP - DELIVERED AT PLACE (Incoterms® 2020) at the address indicated by the Customer when ordering.
The Customer must ensure that the delivery location is accessible for any dispute.
For any order under €1,000 incl. VAT, delivery costs are borne by the Customer.
For any order over €1,000 incl. VAT, delivery costs are offered by the Company.
3.2 International (EU and non-EU)
For international deliveries; delivery according to Incoterm DAP - DELIVERED AT PLACE (Incoterms® 2020) unless EXW (Ex-Works) agreement.
Delivery costs are borne by the Customer, regardless of the order amount.
Any customs duties, import taxes, and customs formalities in the country of delivery remain the sole responsibility of the Customer.
For any international order, the Customer may choose to manage the transport themselves with their own carrier, in which case delivery is made according to the EXW Incoterm.
In the event of EXW (Ex Works - Incoterms® 2020) delivery, the transfer of risks occurs upon the availability of the goods at the Company's premises, before loading. The Customer then bears all risks related to transport.
3.3 Delivery times are indicative. A delay will not give rise to compensation unless it exceeds 30 days after a formal notice remains without effect.
In accordance with article L133-3 of the Commercial Code, any reservation for damage or missing items must be notified to the carrier within the legal deadlines and confirmed in writing to the Company within a maximum of 72 hours.
These reservations must imperatively be confirmed to the carrier by any written means allowing proof thereof, with a copy sent to the Company at the following address: hello@apaches-collections.fr. Failing to comply with this procedure, no claim related to transport will be handled by the Company.
ARTICLE 4. PRICES
The applicable prices are those in force on the day of delivery.
They are expressed in euros and are exclusive of tax for Customers outside France.
Any legal modification of tax or contribution will be automatically passed on.
ARTICLE 5. PAYMENT
Unless otherwise agreed in writing, payment is due before shipment.
Any banking fees, commissions, or exchange fees related to international payment are entirely the responsibility of the Customer.
Unless specific conditions are agreed in writing, orders are payable before shipment. If full payment is not received within fifteen (15) days following the confirmed order ready for delivery, the Company reserves the right to cancel the order concerned. This cancellation will be notified to the Customer and will not entail any obligation for the Company, nor compensation for the Customer.
In case of late payment:
- late payment interest at the ECB rate plus 10 points;
- a lump sum indemnity of 40 euros for collection costs;
- a penalty clause of 15% of the remaining outstanding amount including tax.
No compensation may be made by the Customer without prior written agreement.
Any delay entails the immediate payment of all sums due and may justify the suspension of ongoing deliveries.
ARTICLE 6. RETENTION OF TITLE
The Company retains ownership of the Products until full payment of the price, principal, interest, and accessories.
In case of non-payment, the Company may reclaim the Products at the Customer's expense.
The Customer undertakes to keep the Products identifiable and separate.
In case of resale before full payment, the Customer already assigns to the Company the receivables resulting from this resale up to the outstanding amounts.
ARTICLE 7. CLAIMS - LIABILITY
Any claim must be made in writing within 15 days of receipt.
If the claim is justified, the Company may, at its discretion, repair, replace, or issue a credit note.
Any product return will be subject to prior inspection by the Company and written return authorization. Without authorization, returns will not be accepted.
No claims will be accepted for items altered by the Customer. The products delivered comply with the standards and style of the Company's collections.
Slight variations in dimensions, shades, or finish, within the usual manufacturing tolerances, cannot give rise to claims or refusal of Products.
Only the shipping costs incurred by the Customer for the return of products found to be defective or faulty will be borne by the Company. Shipping costs for any other return are the responsibility of the Customer.
The total liability of the Company is strictly limited to the ex-tax amount of the order concerned.
The Company shall not be held liable for indirect damages, loss of turnover, loss of margin, damage to image, or loss of operation.
This limitation does not apply in cases of gross negligence or fraudulent intent.
ARTICLE 8. RESALE - DISTRIBUTION - BRAND IMAGE
8.1 Distribution Network
The Customer undertakes to market the Products through a distribution network consistent with the image, positioning, and universe of the Apaches Collections brand.
Products must be presented under qualitative conditions compatible with their nature and positioning.
Any resale to an intermediary, wholesaler, discounter, or distributor not authorized by the Company is prohibited without prior written agreement.
8.2 Marketplaces and Third-Party Platforms
Any resale of Products on marketplaces or third-party platforms is strictly prohibited without prior written authorization from the Company.
This includes, but is not limited to, platforms such as Amazon, eBay, Cdiscount, Vinted, Vestiaire Collective, Leboncoin, or any similar platform.
The Customer particularly undertakes not to resell the Products on Vinted, including via a professional or personal account.
The Customer may not use the Apaches Collections brand as an advertising keyword, domain name, commercial identifier, or referencing element on these platforms without prior written validation from the Company.
8.3 Promotions and Sales
The Customer remains free to set their resale prices in accordance with applicable regulations.
However, reductions, promotions, or sales must be carried out in compliance with current regulations and must not harm the image, positioning, or qualitative perception of the Products.
Any practice of permanent discounts, systematic discounting, or promotional policies likely to devalue the Products is prohibited.
The Company reserves the right to request the immediate cessation of any promotional operation it deems contrary to its image or positioning.
8.4 Inventory Management
Unsold products at the end of the season may not be sold through destocking channels, discounters, mass private sales, or specialized platforms without the prior agreement of the Company.
The Customer undertakes to preserve the image and positioning of the Products when marketing them at the end of the season.
Any resale outside the Customer's usual circuit or to unauthorized intermediaries is prohibited.
8.5 Insurance
The Customer undertakes to subscribe to and maintain, throughout the commercial relationship, professional civil liability insurance covering their product marketing activity.
This insurance must cover, in particular, bodily injury, material, and immaterial damage that may result from the resale or use of the Products.
Upon request from the Company, the Customer must provide a valid insurance certificate.
8.6 Damage to Image - Termination
In the event of a breach of the obligations of this article or damage to the image, reputation, or positioning of the brand, the Company may:
- immediately suspend deliveries,
- withdraw the right to use the brand,
- terminate the commercial relationship without notice or compensation,
- initiate any appropriate legal action.
8.7 Right of Reference
The Company may mention the commercial name, corporate name, and/or logo of the Customer as a commercial reference, particularly on its website, communication materials, social networks, or institutional presentations.
This use will be limited to identifying the Customer as a distributor of the Products and will not be detrimental to their image.
The Customer may at any time request the removal of this mention for a legitimate reason.
ARTICLE 9. FORCE MAJEURE
In accordance with article 1218 of the Civil Code, a case of force majeure is any unforeseeable, irresistible, and external event preventing the performance of the contract.
In case of force majeure, the Company may suspend or terminate all or part of the order without compensation.
ARTICLE 10. INTELLECTUAL PROPERTY
10.1 Ownership of Rights
The Company remains the sole owner of all intellectual property rights relating to the Products and the Apaches Collections brand, including trademarks, designs, models, copyrights, logos, graphic charters, visuals, photographs, digital content, packaging, and distinctive elements.
No provision of these GTC shall be interpreted as a transfer of rights to the benefit of the Customer.
10.2 Limited Right to Use the Brand
The Company grants the Customer, for the duration of the commercial relationship, a non-exclusive, non-assignable, and non-transferable right to use the brand and associated visual elements exclusively for:
- the promotion of the Products,
- their marketing,
- communication with end customers.
This use is strictly limited to the resale of authentic Products supplied by the Company.
10.3 Terms of Use
The Customer undertakes to:
- strictly respect the image, positioning, and universe of the brand;
- use only the visuals, materials, and elements provided or validated by the Company;
- not modify, alter, or adapt the logos, visuals, or graphic elements without prior written authorization;
- not harm the reputation or distinctive value of the brand.
Any use on a website, social networks, or advertising media must comply with the graphic charter and recommendations communicated by the Company.
10.4 Prohibitions
It is strictly prohibited for the Customer to:
- file or register a sign identical or similar to the brand;
- use the brand in a domain name, company name, or commercial identifier without written authorization;
- carry out any reproduction or imitation likely to constitute an act of counterfeiting or unfair competition;
- modify the Products or their markings.
10.5 Control and Withdrawal
The Company reserves the right to demand at any time the withdrawal or modification of any communication material that does not comply with these provisions.
In the event of damage to the brand or its image, the Company may:
- immediately suspend the right of use,
- terminate the commercial relationship without notice,
- initiate any appropriate legal action.
ARTICLE 11. PERSONAL DATA PROTECTION
Personal data collected as part of commercial relations are necessary for:
- order management,
- invoicing,
- customer relationship management,
- compliance with legal and accounting obligations.
This data is processed on the basis of contract execution and the legitimate interest of the Company.
The data is kept for the duration of the commercial relationship, plus the applicable legal prescription periods.
They may be transmitted to service providers involved in the execution of orders (carriers, accountants, IT service providers), who undertake to respect confidentiality and current regulations.
In accordance with Regulation (EU) 2016/679 GDPR), the Customer has a right of access, rectification, erasure, limitation, opposition, and portability of their data.
Any request can be sent to: hello@apaches-collections.fr
The Customer may lodge a complaint with the CNIL.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.1 Assignment
The Customer may not assign, transfer, or transmit all or part of their rights or obligations under these GTC without the prior written consent of the Company.
The Company may freely assign or transfer its rights and obligations to any affiliated company or successor.
12.2 Legal and Administrative Information
The Client undertakes to inform the Company without delay of any change concerning:
- its company name,
- its registered office,
- its registration number,
- its intra-community VAT number,
- its EORI number, if applicable,
- its bank details.
The Client guarantees the accuracy of the information provided and will bear all consequences resulting from inaccurate or outdated information.
12.3 Severability Clause
The nullity or unenforceability of a clause of these GTC will not affect the validity of the other provisions.
The clause declared invalid will be replaced by a legally valid provision that most closely resembles the original intention.
ARTICLE 13. APPLICABLE LAW - JURISDICTION - AMICABLE SETTLEMENT
These GTC are governed by French law.
The Vienna Convention is excluded.
Any dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Lille Métropole.
In the event of a dispute relating to the interpretation, execution or validity of these GTC, the parties will first endeavor to find an amicable solution.
However, this amicable attempt does not constitute a mandatory prerequisite for bringing the matter before the competent courts.
The Company retains the right to immediately initiate any action for recovery or protection of its intellectual property rights.
