TERMS OF SALES*
ONLINE WHOLESALERS - OWS
*Version of the T&Cs updated on February 24, 2022
ONLINE WHOLESALERS - OWS has set up a technical hosting service for a marketplace or market place allowing brands, manufacturers and wholesalers or any supplier to resell their products.
Sellers post offers for the sale of products (fashion items, textiles, leather goods, accessories, etc.) at firm prices on the website.
The Marketplace is accessible to buyers on the website: https://online-wholesalers.com/en/.
ONLINE WHOLESALERS facilitates transactions made on the website but is neither the buyer nor the seller or the reseller of the products. Indeed, by offering a marketplace, ONLINE WHOLESALERS is limited to providing technical hosting services within the meaning of article 6 I-2 of the LCEN and publication of offers from sellers to the clientele of buyers made up of ONLINE WHOLESALERS.
Thus, when a buyer makes a purchase from a seller on the marketplace, a sales contract is concluded between the buyer and the seller, in application of these general conditions of sale (“ OWS T&Cs") previously accepted by the buyers and which the sellers have undertaken to respect, annexed hereto.
The use of the marketplace expressly depends on the acceptance of all the OWS T&Cs to the exclusion of all other conditions.
The OWS GTCS may be subject to modifications under the conditions described in article 19, the applicable conditions are those in force on the website on the date of placing your order.
For the purposes of these OWS T&Cs, the singular implying the plural and vice versa, the following definitions apply to the terms used:
Buyer : designates the co-contractor of OWS, exercising a professional activity, justifying the existence of his goodwill and/or his professional status by providing his SIRET number, residing in a Member State of the European Union or in a State party to the European Economic Area and acting within the framework of its main and usual professional activity regularly declared as such to tax and social security bodies. All of these conditions must be fulfilled throughout the contractual relationship with OWS.
Business day : means a weekday worked from Monday to Friday.
PayPal : designates the API programming interface "Application Programming Interface" made available to sellers and buyers for the purposes of the implementation on the marketplace of a payment functionality by issuing electronic money.
Website : merchant website including the marketplace and accessible from https://online-wholesalers.com/en/.
Sellers : refers to all brands, manufacturers and wholesalers or any supplier whose activity consists in selling its products to professional buyers in the fashion or other sector (BtoB) and who meet the conditions relating to sellers provided for herein. T&Cs.
These OWS GCS constitute the agreement between OWS and the buyer concerning the terms of provision and use of the website and the marketplace, from the placing of the order to the after-sales service, passing by payment and delivery.
The OWS T&Cs, to the exclusion of any other document, constitute the sales conditions applicable between the Buyer and the Seller when placing an order through the Marketplace.
When the Products are sold, a sales contract is formed solely between the Buyer and the Seller, OWS is not a party to the said sales contract and assumes no liability in this regard. OWS does not act as an agent or agent of Sellers.
3. REGISTRATION AND CONNECTION TO THE MARKETPLACE
Marketplace registration is free.
When registering, the Buyer must provide the following information:
- Full name
- E-mail address
- Name, contact details and SIRET/VAT number of the company
- Domains and types of products resold
Buyer will provide OWS with accurate, complete, and up-to-date registration information. It is the Buyer's responsibility to maintain the confidentiality of his password.
Any connection to the Marketplace using the identifiers and passwords of a Buyer is deemed to have been made by the Buyer.
The Buyer undertakes to update as soon as possible the information provided when registering on the Marketplace. The Buyer is solely responsible for the direct or indirect damage that he is likely to suffer in the absence of updating of this information.
4. REPRESENTATIONS AND WARRANTIES GIVEN BY THE BUYER
Buyer warrants, represents and agrees not to use the Marketplace in a manner that:
- (i) infringes or violates the intellectual property rights or proprietary rights or rights of publicity or privacy, or any other rights of any third party;
- (ii) would violate any law, decree, rule, ordinance or regulation;
- (iii) would constitute a breach of any other contract or obligation that the Buyer may have towards any third party;
- (iv) is harmful, fraudulent, deceptive, threatening, abusive, harassing, harmful, defamatory, vulgar, obscene, offensive or otherwise offensive;
- (v) misrepresents the source or identity of any content;
- (vi) involves commercial activities and/or sales without the prior written permission of OWS such as in connection with contests, sweepstakes, bargains, advertising or pyramid schemes;
- (vii) uploads, installs, builds or embeds any malware, viruses, worms, Trojan horses or other harmful content or code;
- (viii) impersonate or falsely state an affiliation with any person or entity, including without limitation any employee or representative of OWS.
5. RESTRICTIONS AND PROHIBITED ACTIVITIES
The Buyer generally undertakes to, within the framework of the use of the Marketplace:
- (i) not post, transmit, cause to be posted or transmitted, any communication or solicitation designed or intended to obtain information regarding passwords, account or private information from any Buyer of OWS;
- (ii) not to use the Marketplace with a view to violating the security of any computer network, by obtaining passwords or security encryption codes, transferring or storing illegal elements, including those deemed threatening or obscene;
- (iii) not run any Maillist, Listserv, any form of autoresponder or "spam" type program on the Marketplace or any process running or enabled while you are not logged into the Marketplace or otherwise interferes with the proper working of or imposes an unreasonable load on the Marketplace infrastructure;
- (iv) not use manual or automated software, devices or other processes to "infest" or "spread" into any Marketplace page or content;
- (v) not decompile or reverse engineer or otherwise attempt to obtain the source code of the software that runs the Marketplace;
- (vi) not to remove, obscure and modify any notice or link (e.g. the link to the OWS T&Cs on the Marketplace or in any function or tool or other service;
- (vii) not access, display, distribute and otherwise exploit any Comments through any technology or means other than the video playback pages of the Marketplace or Video Player.
Non-compliance by the Purchaser with the rules set out above may give rise to the termination by OWS of the right of access or use of the Marketplace.
6. OTHER OBLIGATIONS OF THE BUYER
The Buyer is responsible for his activity in relation to the Marketplace.
He is responsible for:
- (i) to obtain and maintain any related equipment or services necessary to connect to or access the Marketplace or to otherwise use it, including, without limitation, modems, hardware, software and long distance or local telephone services;
- (ii) ensure that such equipment or related services are compatible with the Marketplace;
- (iii) to take all necessary and/or reasonable precautions to protect itself, its computer systems and other property against viruses, worms, Trojan horses and other malicious content or code.
The Buyer places his order on the Marketplace and respecting the procedure provided and explained by the Marketplace: accessible 24 hours a day, 7 days a week, except in the event of voluntary or involuntary interruption, in particular for maintenance or force majeure.
The order will not be definitively registered until the second and last validation of the screen summarizing the payment information. With this last click, the order is considered irrevocable.
It is planned, from the registration of the order placed, the sending of an Email. This email confirms that the Buyer's order has been taken into account by OWS and the Seller(s) concerned and not that the Product ordered is available.
In certain cases, in particular incorrect address or other problem on the Buyer's account, OWS reserves the right to block the Buyer's order until the problem is resolved.
8. PAYMENT TERMS
OWS uses the Payplug solution for all electronic payment services denominated in euros.
Payment is made in euros at the Buyer's choice:
- by credit card: Carte Bleue, Visa, Mastercard.
- by transfer.
In the event of difficulty, the Purchaser may contact the OLW Purchaser service dedicated to payment transactions at the following address: email@example.com
9. RETURNS AND COMPLAINTS
As buyers are professionals in the sector, they do not benefit as such from the legal right of withdrawal applicable to consumers.
Complaints – Non-Compliances
It is understood between the Parties that the Seller shall be solely responsible for delays in delivery, partial deliveries of Products, non-conformities or damage to the Products sold to the Buyer, except in the event that the Seller can demonstrate that the delay of delivery or the non-compliance of the Products with the order are due to a fault of OWS.
The Seller has the obligation to implement the legal and regulatory provisions in the event of lack of conformity of the Product, including in the event that the Buyer has not exercised his right to formulate reservations upon delivery. The absence of reservations cannot hinder the Buyer's recourse to the Seller to obtain the exchange, repair or reimbursement of the Product. Failing this, OWS reserves the right to retain or deduct from another sale the sums concerned to be paid to the Seller.
The Seller must respond to Buyer complaints as soon as possible, so as to satisfy the Buyer to the greatest extent possible and in any event under the conditions.
The Seller must do everything in its power to resolve all complaints from the Buyer amicably, without the intervention of OWS. However, OWS may exceptionally intervene in blocking situations.
All Buyer complaints that occur within seven (7) days of receipt of the Product must be resolved by the Seller and through the Marketplace. Beyond this period, OWS will no longer intervene as an intermediary.
In the event that the Seller authorizes the Buyer to return a Product that is damaged, non-compliant or arrived late, the return will be made to the address indicated by the Seller.
Once the returned Product has been confirmed damaged or nonconforming by Seller, Seller shall either repair or exchange the Product, as requested by Buyer. If it is impossible to exchange or repair the Product, the Seller may ask OWS to reimburse the sums paid by the Buyer (price of the Products and, under conditions, outward delivery costs). In the event that the Seller requests reimbursement from the Buyer, OWS does not return to the Seller the amount of the canceled sale.
OWS makes its best efforts to ensure the availability of the Marketplace. However, due to the nature of the internet, this cannot be guaranteed. Additionally, Buyers' access to the Marketplace may occasionally be suspended or limited to allow for repairs, maintenance, or to add a new feature or service. OWS endeavors to limit the frequency and duration of such suspensions or limitations.
Furthermore, in the event of illicit use, piracy or counterfeiting of the Marketplace, OWS reserves the right to interrupt access to the Marketplace after prior notification of the Buyer, except in an emergency, it being understood that this interruption does not will give rise to no compensation for the Buyer and is without prejudice to the sums due under the OWS T&Cs.
11. ELECTRONIC COMMUNICATIONS
When the Buyer uses the Marketplace or sends e-mails to OWS, it communicates with OWS electronically. The Buyer therefore accepts that OWS may communicate with him electronically.
These electronic communications may consist of emails, Marketplace notices, “urgent” mobile notices, and other communications.
Buyer agrees that all contracts, notices, disclosures and other communications that OWS sends electronically satisfy any requirements for communications in writing.
OWS and the Buyer acknowledge in this respect that they are fully aware that any document, in particular contractual, exchanged between them is subject by OWS to an information and electronic messaging system guaranteeing the perfect conformity of the digitized version with the original and ensuring its conservation, in total integrity, faithfully and durably.
They therefore agree that any document exchanged through this system constitutes documentary evidence, as does any e-mail exchanged between them.
Unless there is evidence to the contrary recognized as valid by a court, any document thus digitized as well as any electronic mail exchanged between the parties is opposable not only between them, but also with regard to any third party beneficiary with the same probative force as a writing on paper.
12. NEWSLETTER AND PROSPECTING
Unless he expressly opposes it, the Buyer will receive the Website Newsletter in order to be informed of OWS offers, its events, and new Products.
The Buyer has the possibility at any time to modify the information he wishes to receive or to unsubscribe in the link provided for this purpose in each newsletter or messages sent for prospecting purposes.
OWS makes its best efforts to ensure the availability of the Website. However, due to the nature of the internet, this cannot be guaranteed. In addition, Buyers' access to the Website may occasionally be suspended or limited to allow for repairs, maintenance, or to add a new feature or service. OWS strives to limit the frequency and duration of such suspensions or limitations.
In its dealings with Buyers, OWS is not liable for (i) losses which have not been caused by its fault, or (ii) commercial losses (including loss of profit, profit, contracts, expected savings, data, goodwill or superfluous expenses), or (iii) any indirect or consequential loss that was not foreseeable at the time the Buyer started using the Marketplace.
OWS shall not be held liable for delays or the impossibility for the Buyer to comply with its obligations under the OWS T&Cs if the delay or impossibility results from a cause beyond its reasonable control.
Nothing in the OWS T&Cs is intended to limit or exclude OWS' liability in the event of fraud, or in the event of death or bodily injury caused by its negligence or gross negligence.
In any case, the responsibility of OWS can in no case be engaged for an amount greater than the amount of the order and limited to a maximum lump sum of 50,000.00 euros including tax.
14. HYPERTEXT LINKS
The Website may contain or direct you to third party websites. Although OWS does its best to avoid this, some of these websites may contain information that some may consider offensive or inappropriate. OWS makes no representations regarding any content contained in or accessible through the Services, and OWS shall not be liable for the accuracy, copyright compliance, legality, or decency of any materials contained in or accessible through the Services. In no event shall OWS be liable in any way for any Content including, without limitation, any errors or omissions in any Content, or for any loss or damage whatsoever incurred in connection with use of or exposure to any content posted, emailed, viewed, transmitted, or made available through the Services.
15. INTELLECTUAL PROPERTY
The underlying Marketplace technology and software is the exclusive property of OWS. Subject to Buyer's compliance with the OWS T&Cs, OWS grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and personal and non-commercial use of the Marketplace, as well as any software underlying the Marketplace, solely for the purpose of using the Marketplace, as intended by OWS in accordance with these OWS T&Cs. This license does not include any resale or commercial use of the Marketplace or any content.
Buyer agrees not to copy, modify, rent, lease, sell, assign, broadcast, reverse engineer, grant a security interest, or otherwise transfer any rights in the technology or underlying Marketplace software. It agrees not to use modified versions of any underlying Marketplace software, including, without limitation, for the purpose of gaining unauthorized access to our sites or applications. Buyer shall not use the Marketplace for any unlawful purpose.
16. PROTECTION OF PERSONAL DATA
As part of the operation of the Marketplace, OWS collects and processes personal data from Buyers.
These data are in particular processed on the basis of the execution of a contract in order to carry out the operations necessary for the processing of the order. With regard to the sending of newsletters and commercial prospecting carried out by OWS, these are based on the consent of the Buyer, consent which may be withdrawn at any time.
Buyers have a right of access to their personal data, but also of rectification, erasure, limitation of processing, portability and opposition. They can exercise their rights with OWS by writing to the following email address: firstname.lastname@example.org
17. PRIVACY AND SECURITY
To ensure the security and privacy of personal data collected by OWS, OWS uses secure data networks.
For the processing of this data, OWS thus takes all appropriate measures to protect the loss of information, misuse, prohibited access, disclosure, alteration or destruction of data.
In this regard, OWS ensures with its subcontractors that they undertake in particular to:
- not to use the data processed for purposes other than those specified by OWS in the contract that binds it to its subcontractor(s);
- not to disclose the data to other people and take all measures to avoid any misuse or fraudulent use of this data; or,
- take all security measures, in particular material, to ensure the preservation and integrity of the data processed.
18. MODIFICATIONS TO THE OWS T&Cs
The OWS GCS applicable to the Buyer at the time of his registration are those appearing on the Website on the day of his registration on the Marketplace.
The OWS T&Cs are subject to change at any time. In this case, OWS undertakes to communicate to the Purchaser the new conditions of use at least fifteen (15) days before their application.
19. APPLICABLE LAW AND JURISDICTION
These OWS T&Cs are governed by French law.
Prior to any legal action, the Parties will seek, in good faith, to amicably settle any disputes that may arise regarding the validity, interpretation, execution, non-execution, interruption and/or termination of these OWS T&Cs.
To this end, the most diligent Party will send the other a registered letter with acknowledgment of receipt detailing its grievances and/or claims.
Within fifteen (15) days of receipt of the letter referred to in the previous paragraph, the other Party will in turn send a registered letter with acknowledgment of receipt detailing its own grievances and/or claims.
If the dispute should subsist following this exchange of letters, the Parties will meet in a place chosen by mutual agreement and within a maximum period of fifteen (15) days from receipt of the last letter referred to in preceding paragraph in order to reach an agreement.
If no agreement is reached at the end of this meeting, the Parties will regain their freedom to take legal action in order to preserve their rights and interests.
Any dispute relating to the validity, interpretation, execution, non-execution, interruption and/or termination and resolution of these OWS T&Cs will fall under the exclusive jurisdiction of the Commercial Court of Versailles (France).