Commercial Terms & Conditions for B-to-B applicable to Retailers

Welcome to DENIZEN Destination™ Worldwide. We are pleased to enter a partnership with you/your store and look forward to our mutual success. Hereafter is our most current guidelines, intended as a resource while you prepare to receive your shipment of your first orders and as a reference tool for use when questions arise surrounding invoicing, payment, payment date, late payment, value dates, storage fees, shipping, ticketing, and packaging requirements. Placing your order with us is a self-evident acknowledgement and agreement to our terms and conditions, requiring no signature or further documents to validate the present terms.

Our sales terms and conditions are legally binding guidelines that define our respective rights, responsibilities, and obligations towards each other during this and future transactions for our goods. They serve as a legal contract, providing a transparent framework for the sales relationship. They include details on product descriptions, pricing, delivery terms, return policies, warranties, and dispute resolution methods. These clearly defined and comprehensive terms are essential for minimizing misunderstandings, protecting both parties from financial loss, and establishing a legal basis for resolving any disagreements that may arise. 

Scope of Applicability

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us (jewelry and merchandising) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.

2. Offers, Purchase Orders and Order Confirmations

2.1 All offers made by us are open for acceptance by you within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to modification unless there is stability of raw material prices, particularly for precious metal indexes as published by the publicly traded markets

2.2 All purchase orders issued by you shall specify as a minimum of clarity the type, SKU, quantity of goods requested, applicable and valid unit prices and their currency, delivery place and requested delivery dates no shorter than our published lead time, alternatively, you can use our proforma, date it, sign it with the mention “approved for order” next to the grand total and terms of delivery. No purchase order shall be binding on us unless and until confirmed by us in writing.

• Description of Goods: DENIZEN Destination™, shall deliver branded and copyrighted DENIZEN® custom-made jewelry of our own exclusive designs sold to you free of any intellectual infringement, manufactured by us or under our supervision to the specifications detailed in your purchase order or if lack thereof our proforma invoice. 

• Currency, Price, and Payment Terms: DENIZEN Destination™ bills in the legal or commonly practiced and used currency of our subsidiary geographical location and/or your country and/or your market location(s). DENIZEN Destination™ invoices in two non-interchangeable or non-modifiable currencies: Euro or US Dollar.

• All unit and total prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority, unless the sale is delivered to an address of the same tax jurisdiction as ours, whereas by law we must collect tax on behalf of the fiscal authorities. Our unit prices are EXW, all additional costs are reflected at the bottom of the quotation and/or invoice without offset or deduction.

Our freight estimates in our quotation and proforma invoices remain an estimate until the final shipment that will determine the final amount on the commercial invoice, time at which the final sum may need an adjustment.

Our sole accepted method of payment is bank transfers in USD or EUR currency. Every order requires confirmation by your deposit or its payment in full to take advantage of our 10% rebate credited in free merchandise, for savvy margin-conscious managers

We may, in our sole discretion, at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

·         Payment deadline: Late payments impair significantly our operations and upset our cash flow and commitments to third parties that intervened in the production of your orders. These terms and the late payment fees we in turn apply to you guard against such uncertainties, when you do not respect your obligations towards us.

Title of the goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within 5 days of the due date of payment we will apply a late payment penalty fee.

All payments are due on their due date for payment. If your payment is late less than 5 days past due, we will wave exceptionally for one time the late fee penalty and grant you a 5-calendar day grace period. On the 6 ^th day, if payment is not received, we will apply late fees assessed at 1.8% per month calculated from the first day past-due of your last invoice reflecting your most recent updated balance x 1.8%/month x 12 months /52 weeks. Late fees are prorated per week. A day past due is a week past due. This principle is applied for self-evident reasons our inability to determine when you will fulfill your obligation. At each end of month, the monthly amount of your late fee will be compounded to your outstanding balance to serve as base for the following month late fee.

This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.

·         Storage fee: If your order is stored at our facility awaiting your late payment, we will apply a storage fee calculated on the insurance value and the floor space it occupies that hinders the ability of our workers to execute rapidly and efficiently their daily maneuvers in the export area of our shipping department. We will wave the fee if it is a case of force majeure.

Case of force majeure:Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, fire,  floods,  natural disasters, epidemics   or other acts of nature, acts of war,  collapse of buildings, explosions, terrorism, riots, insurrection, strikes, lock-outs or other serious labor disputes, industrial failure, breakdown of plant or machinery, earthquakes, failure of transport network, interference by civil or military authorities, national or international calamity, malicious damage, nuclear, chemical or biological contamination, extreme adverse weather conditions, or default of suppliers or subcontractors. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume, putting a top priority to the completion of the transaction, its delivery or its payment.

• Lead Time:Our standard lead time is 60 days counting from the first Monday that follows the date of receipt of your payment confirmed by our bankers. This lead time varies from time to time and is constantly updated in our website at www.denizenbracelet.com/leadtime

• Delivery Terms: Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be CPT or should you require our assistance to contract insurance on your behalf, we will change the delivery terms to CIP to your designated destination. In accordance with Incoterms 2010, the risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.
• Refund, Cancellation and Return, Policy: Once an order is in place and its production has started, following receipt of your payment, there cannot be a refund, or a cancellation or an order as it is 100% custom-made for you and for your chosen destination(s). Once we ship your order and clear your goods, you cannot return it and we will not accept it. If the carrier returns your order because of an undeliverable address or for some reason such as your inability or reluctance of your freight forwarder/customs broker to clear customs, we will accept it and pay for its freight and any reversed charges. Consequently, we will bill you an administrative fee of 150 units in the currency of your invoice, plus freight and any ground transportation charges in both direction, in addition to the new shipping cost that must be paid in full prior to exporting out your order again.
• If your shipment has obvious exterior signs of damage during its transportation, notify immediately your insurance company and note it clearly when signing the proof of delivery that you are accepting the package with reserve until further  visual inspection to determine the level and estimated value of the damage.

• You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of defect or discrepancy specifying the reasons substantiated with detailed photos is received by us within five calendar days after delivery of the goods.

• Warranties and Guarantees: All DENIZEN Destination™ product come with a lifetime warranty, excluding consumables such as stringing and merchandising such as displays that are subjected to wear and tear.
• Limitation of Liability: DENIZEN Destination excludes and rejects all responsibility with no limitation to the type of accident caused by your staff or your customers at any moment or location on store or off property while directly or indirectly associating our products to the situation.

• We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
• Dispute Resolution: Should a disagreement arise between ourselves and yourselves we will use mediation, arbitration and litigation in this order. Should the dispute not be resolved, the competent court will be the court system of the accused party.
• Governing Law: The laws that govern these terms and conditions are of Hong Kong.

•   Limitation of Liability: Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise. Our recovery from you shall not exceed the penalty for late fees from the day you were defaulting on your payment to the day you made your payment.

       We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.