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GENERAL SALES TERMS APPLICABLE TO DISTANCE SELLING

EU VERSION
Last Updated: December 2020

1. Preliminary Information

These General Sales Terms, applicable to distance selling (“General Sales Terms”) apply to all sales of Vhernier products and services within the European Union and carried out through the website www.vhernier.com (the “Website”) or via our Customer Service Centre by telephone and/or e-mail (“Customer Service Centre”), and, with the Website, all “Sales Channels”.

Vhernier S.p.a., whose headquarters are registered at via Borgonuovo n. 24, 20121, Milan, Italy, with VAT identification, C.F. and its registration in the Milan Monza Brianza Lodi Company log number 01150040069, REA registration number MI-1689813, is the subject who sells the products and provides the services (the “Seller”).

Vhernier S.p.a. can be contacted at the following coordinates: E-mail: customerservice@vhernier.com;
Telephone: +39 (0)2 5412 2297; Fax: +39 (0)2 5412 2398; Certified electronic mail: lacasavhernier@legalmail.it

Vhernier S.p.a. owns a license for the “trade of precious objects” under Protocol No. 0021532, issued by the Questura di Alessandria on 05 Nov 2018.

These General Sales Terms serve to regulate all orders made exclusively through the Sales Channels and form an integral part of the overall selling process (or acquisition process on the part of the customer). In executing a purchase order, the Customer also expressly agrees to be bound by our Privacy and our Use of Cookies agreements, both available on the Website, whose terms are fully incorporated into these General Sales Terms.

These General Sales Terms can be downloaded from the website and are available in both Italian and English.

Italian law regulates distance contracts engaged in by consumers at the top of Chapter I, Title III, Part III of the September 6, 2005 Legislative Decree no. 206 (of the c.d. Consumer Code) and other regulatory measures.

2. Periodic Updates of the General Sales Terms

It is within the rights of Vhernier S.p.a. to make changes to the General Sales Terms, whose latest version is always available on the Website. Any update shall take effect from the date of its publication and shall cover all and only the orders of products or services concluded from that same date.

3. Eligible Subjects

A person is considered to be an “Eligible Subject” as they are finalizing an order over one of the Sales Channels only if they are a natural person (legal entities are not eligible) that is a) of legal age (eighteen years of age in most countries); (b) has the legal capacity to enter into contracts; (c) is a consumer, i.e. acts for purposes outside of business interests, trade, crafting or other professional activity, and (d) has a mailing address located in one of the countries listed in Section 10 of these General Sales Terms.

By placing an order through one of the Sales Channels, the Customer expressly declares and guarantees that it is in possession of all the above requirements, including, but without limitation to, being a final customer in good faith, who buys, for their own personal use, the products or services of the Seller, who, in the absence of such requirements, will enforce its rights in the appropriate locations.

4. Availability of Products and Quantitative Limits

The Seller reserves the right to refuse, at any time and without the obligation of prior notice, orders exceeding the quantities available for each product. It is also possible that due to the potential simultaneous access of multiple customers to the Sales Channels, a product indicated as available might in fact not be; in this case, Vhernier S.p.a. will inform the Customer of such a situation in a timely manner, after which said customer will be able to choose whether to wait for a new supply, choose an alternative product, or cancel the order. For further information on the procedures and protocols for orders, please refer to Section 7 of these General Sales Terms, below.

5. Custom-made Products

In relation to a select number of specific products, the Seller provides customization services (“custom-made products”). Custom-made orders – including, but not limited to, engraved products and products made according to specifications provided by the Customer – cannot be cancelled and their withdrawal is therefore not allowed. Once delivered, custom-made products shall not, in any event, be returned, replaced, or reimbursed, except where the refund is required as a result of the exercise of rights provided for in statutory provisions, in the case of a clear product defect.

6. Additional Services

The following additional services are available free of charge via the Sales Channels:

– Packaging: the orders will be shipped in a Vhernier box, decorated with Vhernier packaging, together with a Vhernier shopping bag.

7. Order Procedure

The order procedure takes place through the following steps:

– Account Registration: To place an order, the buyer must register on the Website and create their online account.

All orders placed through the Sales Channels are subject to an automatic confirmation

process, be it for the availability verification process, or for the order confirmation.

– Adding to the Shopping Bag: Once a product is chosen, the buyer may put it into their Shopping Bag by clicking on the selection. In the same Shopping Bag, additional products may be inserted; in this case, one order shall contain multiple products.

– Placing the order: Once the buyer is redirected to the Shopping Bag, they will be automatically guided towards an order completion page, a process that, when concluded with a successful payment, generates a positive outcome of the entire order.

Before proceeding with the completion of the order, the Customer will be required to carefully read and accept these General Sales Terms. Failure to accept these General Sales Terms will result in the impossibility of completing the order.

– Information and Verification: during the checkout process, before the order is processed and the payment for its completion is requested, the Customer has the possibility of identifying and correcting any errors in data input and/or the processing of the data supplied. In fact, during the checkout process, the customer will be required to carefully review and confirm both the details of the order and their personal information (including e-mail, shipping address, billing address and payment information).

In the case an order is being placed through our Customer Service Centre, Vhernier S.p.a. will guide the Customer through the above steps and will request verbal confirmation throughout the order and the collecting of personal information details.

– Order Confirmation: Once the order has been processed through the Sales Channel, the Customer will receive written confirmation by e-mail or through a different channel, specified during the order completion procedure. Such confirmation will include order details, information on the main characteristics of the product ordered, any personalization options if applicable, the price, shipping costs and other applicable charges, the accepted General Sales Terms, the particular terms or conditions, if applicable, the information on the customer’s right of withdrawal or the exclusion of such right, and the order’s reference number, to be safely kept by the customer in case of any requests concerning the order (the “Order Confirmation”). It is the responsibility of the Customer to check their Order Confirmation and ensure that it faithfully reflects the order as the customer intended it. In the event of questions or doubts, or if the Order Confirmation does not reflect the Customer’s intentions, it is advisable to contact Customer Service immediately.

After completion and confirmation of the order, the customer will be able to access the Website directly via their online account to their personal area to check on the products ordered and purchased.

The Seller reserves the right to refuse, cancel and/or modify, for justified reasons, an order, at any time prior to payment. By way of example, but not limited to the following, it is our option to refuse, modify or cancel the order if the Customer does not provide sufficient solvency guarantees, if the order is incomplete or incorrect, if the product is no longer available, in case of a dispute concerning the payment of a previous order, in case of suspicion, at the sole discretion of the Seller, or that the Customer might have undertaken (i) fraudulent activities; or (ii) might have infringed these General Sales Terms in any way.

8. Prices, Taxes and Shipping Costs

All prices listed on the Website, on the product pages, or specified by the Customer Service Centre, are to be understood as including VAT and, unless otherwise indicated, excluding any shipment fees and other taxes. The currency applied for purchases with shipping addresses within the European Union is the Euro (€).

Vhernier S.p.a. reserves the right to charge the Customer the shipping costs for the products, according to the concurrent commercial policies at the time of order, as established by Vhernier S.p.a, at its own discretion. Such costs and resulting charges will be clearly identified and/or communicated during the ordering process. In the case such type of charges are not explicitly mentioned, such expenditures shall not be applied.

These expenses will be summarised and listed before the confirmation and completion of the order and will also be indicated in the corresponding order summary, included in our immediately subsequent order summary correspondence with the Customer. It is the discretion of the Seller to change the prices and delivery costs at any time and without notice, as it is clear that the shipping costs applicable to the order are those in force at the time of the order, as it will clearly be indicated during the course of the ordering process.

The Seller commits to ensuring that product prices and delivery costs are corrected and up to date when the information is entered into the system, or in any communication via their customer service or marketing departments. In the event that, despite our reasonable efforts, some prices or delivery costs are poorly calculated and therefore appear as erroneous, the Customer will be contacted as soon as possible and will be able to choose whether to confirm a new order based on new prices or delivery costs, or whether to cancel the order; only, and only if we are not able to contact the customer using its contact data as registered during the order procedure, will we cancel the order and refund the sums paid.

9. Payment

The Seller shall accept the payment arrangements as indicated during the ordering process, as carried out through the Sales Channel. Depending on the payment mode, further information may be required, including specific forms of identification.

By placing an order on the Website, the customer will need to enter payment data into the designated online payment page and data entry areas. In the case of a telephone order, the customer will be required to communicate payment data to the Customer Service Representative. All card holders shall be subject to a validation check and the authorisation process demanded by the card issuer.

Other payment methods may also be subject to validation and authorization checks by their payment system providers. The Customer expressly authorizes us to carry out security checks, if we consider it necessary, in order to transmit and/or obtain information from time to time (including any updated information on the Customer and, without limitation, payment card data) to/from third parties. Such checks may be designed to authenticate an identity, validate a payment card, obtain an initial authorization for payment by card and authorize individual purchase transactions. We accept bank

transfers at our sole discretion, on a case-by-case basis. We do not charge additional commissions for bank transfers on orders made through one of our Sales Channels, other than the fees charged by financial institutions. All orders made by telephone and which require payment by bank transfer must be confirmed through a specific order approval process. The order will not be fulfilled until we have received payment and sent the order confirmation by e-mail. If the payment by bank transfer is not credited to our bank account within five (5) working days after the order is made, the order will be cancelled.

10. Shipping

The Seller accepts orders with shipping and delivery instructions for the following countries: Austria, Belgium, Bulgaria, Cyprus, Croatia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, the Czech Republic, Romania, Slovakia, Slovenia, Spain and Sweden.

Please note that the Seller does not accept shipments to military addresses, to restricted areas, or to delivery pick-up agencies or post boxes. For further information, please contact our Customer Service Centre.

We reserve the right to offer the customer free pick-up at selected boutiques, after verification and confirmation by our Customer Service Centre.

11. Delivery

Until payment has been received in full, the ordered product(s) shall remain the property of Vhernier S.p.a. The delivery of the products shall be subject to the receipt, by Vhernier S.p.a., of the full payment due. The handwritten or electronic signature of the Customer or other person present at the delivery address indicated will be requested as confirmation of the product delivery. Once the delivery has taken place, the risk and responsibility for the purchased goods are transferred to the Customer. If the Customer has specified a recipient other than itself for the purposes of delivery, the Customer expressly accepts that the signature of that assigned person (or another person from the delivery address) constitutes proof of delivery, of the transfer of responsibility to the assigned person and of the fulfilment of the sales contract by the Seller. Vhernier S.p.a. reserves the right to deliver the products exclusively to the intended recipient of the order as indicated on the package’s label and to request, for certain product categories, a proof of identity at the time of delivery. Please contact Customer Service for further information.

The Seller will take any reasonable measure to ensure delivery by the courier within the time limit provided in the Order Confirmation message and, in any case, within thirty (30) days from that date. Except for cases where the purchase involves a product or service for which a longer amount of time is necessary for product delivery. Such is the case for custom-made products or services.

In the event of non-delivery within thirty (30) days from the date of the Order Confirmation message, or within the maximum agreed-upon deadline, the Customer may request that Vhernier S.p.a. carry out the delivery within an additional time period appropriate to the circumstances; if the delivery is not made within the additional time limit, the Customer

shall be entitled to terminate the contract. In such a case, Vhernier S.p.a. will refund to the Customer all sums paid in execution of the contract.

12. Right of Withdrawal and Reimbursement of Sums Paid

(a) Right of Withdrawal

The Customer has the right to withdraw from the sales contract without providing a reason and with no penalty, within fourteen (14) days of delivery of the product (the “Withdrawal Deadline”). To withdraw, the Customer must contact the Customer Service Centre and follow the instructions that will be provided to them, or fill out a Withdrawal Process Form, attached below as Annex 1 to these General Sales Terms, and send it via registered mail to the address indicated on the form, and simultaneously e-mailing the scanned form to customerservice@vhernier.com with the heading: “Withdrawal Notification”. In both cases, the Customer will have to return the products in accordance with the provisions of this Section. To respect the Withdrawal Deadline, please contact the Customer Service Centre and follow their instructions or send the Withdrawal Notification Form before the expiry of the Withdrawal Deadline.

(b) Refund Process

The products must be returned in accordance with the provisions of this Section within fourteen (14) days of the date of the withdrawal. The refund expenses will be borne by the Seller. The products purchased through the Sales Channels can be returned only to the address indicated by the Customer Service Centre. To be clear of misunderstandings, products that have not been purchased through the Sales Channels can NOT be returned in accordance with these General Sales Terms.

Following are the steps for returning a product in accordance with the General Sales Terms:

(i) Contact Customer Service;

(ii) The Customer Service Centre will identify a withdrawal date. At this stage, information about the product may be requested for a first assessment of the product’s condition;

(iii) The package to be returned shall include the product and its related accessories, intact and in full, any free additional items received as part of the order, the certificate of authenticity and all other documents, in their original box; the package shall be sealed and the pre-paid transport label, also received with the purchase, applied onto the return package (“the Package”);

(iv) on the agreed date, the Package shall be delivered to the logistics courier partner chosen by the Seller. Given the high individual value of the products marketed, Vhernier S.p.a. requires that the return of the products be made only through the specific courier company indicated by the Seller’s logistics partner and, for this reason, the cost is entirely borne by the Seller, despite the law allowing the Seller to ask the Customer to bear the cost of return logistics. Should the Customer return the products by mail or any means other than the one requested by Vhernier S.p.a., any liability for the loss, removal, theft, or

damage to the goods and/or any other harmful event to the products will be borne by the Customer.

The Customer shall receive a receipt with their return tracking number, which should be carefully kept until the Seller sends an e-mail to the Customer confirming the return and the refund.

The Customer must retain a proof of the return shipment. Failure to produce such proof will result in our declining any responsibility. Only products returned to us in full accordance with these General Sales Terms will be considered eligible for reimbursement or replacement.

(c) Condition of Returned Products

The products must be returned intact and in perfect condition, with all their corresponding protection materials, labels and the original Vhernier shipping box and packaging, including all accessories and documents and free articles received as parts of the order. Should the product show signs of wear, damage or alteration from its original condition, the Seller reserves the right not to accept the return or, alternatively, to reduce the amount of the reimbursement.

Vhernier S.p.a. will verify that the returned product meets the appropriate return conditions, through strict quality control procedures and, if such conditions are met, will proceed with the refund.

If the product does not satisfy the conditions for a return, the Seller is authorized, on the basis of these General Sales Terms, to refuse reimbursement and to send it back to the Customer at the expense of the Customer.

(d) Non-Refundable or Substitutable Products

The right of withdrawal is excluded for custom-made products, including, for example, any made-to-measure product based on specifications indicated by the Customer, or engraved products.

(e) Reimbursement

In the event of the exercise of the Right of Withdrawal, and provided that the refund of the product(s) meets the conditions laid down in these General Sales Terms, Vhernier S.p.a. will refund the Customer the purchase price and shipping costs, using the same means of payment used for the original transaction. Vhernier S.p.a. will proceed with the refund only after receiving the return of the product or proof of the delivery of the product to the approved carrier, provided for in these General Sales Terms; provided that the actual return or the provision of proof of delivery to the approved logistics carrier has taken place, the refund shall be made within fourteen (14) days of the notice of withdrawal.

Only the buyer of the product is entitled to receive the refund of the purchase price and in no case will the right to reimbursement be given to a person who received a product that was purchased by another person. If the recipient of a gift wishes to return a product, he may contact the Customer Service Centre to assess their available options.

(f) Exchanges

You may return a product purchased through the Sales Channels within fourteen (14) days and in accordance with the indications and procedures provided for in these General Sales Terms and request an exchange for another Vhernier product, provided that the product in question is available and that the return complies with the provisions of the General Sales Terms, in particular this Section 12. The transaction consists of the withdrawal from the contract related to the initial purchase of the product (to be now returned), followed by the execution of a new purchase order for the product chosen to replace the first one. It is stated, for the sake of clarity, that the exchange process covered by this point (f) is not equivalent to the replacement of the product provided for by the law as a remedy for the buyer/consumer in the event of product defects (see Section 13), which remains governed by the relevant and appropriate law provisions.

To request an exchange and check the availability of the product desired for the purpose of this exchange, the Customer will have to fill out the appropriate sections of the Exchange Form and contact the Customer Service Centre.

If the exchange request is approved, the sale of the returned product will be cancelled, and the Customer will receive a new order confirmation for the new product. In the event that the Customer has chosen a less expensive product for the exchange, the Customer will be entitled to a refund of the price difference. In the case of an exchange for a more expensive product, the Customer shall be obliged to pay the price difference.

13. Customer’s Rights and Legal Guarantee

Vhernier S.p.a. undertakes to ensure that every single product complies strictly with our quality standards and has passed all our controls, both technical and aesthetic. Upon receipt of the products the Customer shall inspect them to verify the presence of any defects. If the customer identifies a defect, they will have to notify the appropriate staff as soon as possible.

As a reminder, Legislative Decree No. 206/2005 (Code of Consumer Affairs) provides a legal guarantee for conformity defects, under which Vhernier S.p.a. is responsible for guaranteeing that their Customer, as a consumer, receive a product free of conformity defects that might occur within two years of the delivery of the goods. In reference to the text of the Legislative Decree 206/2005, we recall, in summary, that the text provides, in the event of a lack of conformity (i) the Customer’s right to obtain, at their choice and without expense, the replacement or repair of the product unless the chosen remedy is objectively impossible or excessively burdensome or expensive; (ii) the right of the Customer to obtain, at their choice, a price reduction or the termination of their contract, but not with regard to minor defects, but where any repair and replacement were objectively impossible or excessively burdensome/expensive or for which the seller cannot provide repair or replacement of the product within a reasonable period or a previous replacement or repair has caused excessive inconvenience to the Customer. As a reminder, the complaint about a defect in conformity should be made, under penalty of expiration, no more than two months after its discovery, and the action of enforcing such a complaint regarding a defect that was not fraudulently concealed by the seller must, in any case, be completed within twenty-six months after the delivery of the goods.

As a consumer, the Customer may be entitled to other rights granted by mandatory rules, which remain uninfluenced by the present General Sales Terms.

14. Repairs

For any repair requests for a product ordered through a Sales Channel, please contact the Customer Service Centre.

15. Product Descriptions

Product information can be found on the website and on the related detailed specifications page that can be reached through the website.

Detailed information regarding each product is published within the Website.

We are committed to continually making sure that the information provided on the Website, in our advertising, on our catalogues and with the Customer Service Centre, including descriptions, sizes and colours of the products, is accurate and complete.

However, since every one of our pieces is unique because it is created with a certain amount of handcrafting, there may be small, sometimes visible deviations from the indications given in relation to the weight of the precious materials or the exact carat weight of the stones. Moreover, since Vhernier jewels are made with strictly natural stones, colour shades may vary slightly depending on the place of origin, extraction, treatment or cut, all of which reveal the most beautiful nuances of the natural vein from where the stone originates. Small colour differences may also depend on the type of technology support used to display the jewellery, or on standard printing or computer screen resolution dynamics.

Variances on weight, calibre, or colour shades mentioned above are therefore not defects in conformity of the product, nor do they represent a defect or lack in product quality. The presence of the above-mentioned variances does not give the Customer the right to exercise the rights as provided by the law on covering defects in conformity, faulty products or a lack of quality. The Customer, having accepted these General Sales Terms, declares him or herself aware of the above and accepts it.

16. Limitation of Liability

To the maximum extent permitted by applicable laws, the Seller rejects and excludes any other term, condition, and guarantee, whether expressed or implied, in relation to its products, services, or Sales Channels.

No provision of these General Sales Terms intends to limit or exclude our liability any further than it might be limited or excluded by applicable laws. Without prejudice to the previous sentence, the contractual, non-contractual or other nature of liability of the Seller versus the Customer may in no event exceed the total amount paid by the Customer for the applicable order. The Seller also declines any liability for any default or delay in fulfilling its obligations under these General Sales Terms, should such problems be due to causes outside its control.

17. General Provisions

Should any particular provision of these General Sales Terms become, even partially, invalid, such provision shall no longer be a part of these General Sales Terms, and the validity of the remaining provisions and terms in the present General Sales Terms shall remain untainted and unaffected, unless otherwise required by applicable laws.

These General Sales Terms (and the terms incorporated in them by reference), together with the order and the order confirmation, constitute the entirety of the agreement between The Seller and The Customer in relation to the orders of products or services, and replace and extinguish any prior agreement, proposal, intention, commitment or collateral contract of any kind between the parties, whether in oral or written form, in relation to the item indicated.

Any failure or delay in the exercise by Vhernier S.p.a. of any of its own rights under these General Sales Terms shall not be interpreted as giving up the exercise of those rights, nor as an acquiescence, of any breach by the Customer of any declaration, warranty or obligation under these General Sales Terms.

The sales contract is stipulated between Vhernier S.p.a. and the Customer, and no other person has the right to claim any of their terms or conditions. The Customer cannot transfer or surrender their sales contract or any rights or obligations connected to such contract, to any third party or parties, not even partially, without the prior written consent of Vhernier S.p.a.

18. Applicable Laws and the Resolution of Disputes

The contract and the present General Sales Terms shall be governed by and interpreted in accordance with the laws of the country in which the Seller’s registered office is, therefore, the Italian law, without reference to the provisions on the conflict between laws and with the express exclusion of the application of the United Nations’ Convention on the International Sale of Goods. In any areas where applicable laws were different from the laws of application required to protect consumers in the Customer’s country of residence, we will offer similar protection.

Any disputes or disagreements based on the sale contract, including those on, or in relation to, the General Sales Terms, including the validity, invalidity, breach or termination of the sale contract, shall be judged or arbitered in accordance with this Section.

If the Customer considers that there is a problem related to the purchase of products, the Customer may lodge a complaint with Vhernier S.p.a., by sending it to the contact details indicated in Article 19.

The Customer and the Seller agree to commit to strive to work together for a period of thirty (30) days to settle in a friendly manner, any dispute or disagreement arising, directly or indirectly, from the products or services, from the General Sales Terms, or any breach or violation of such elements.

In case it is not possible to resolve the dispute when examining the complaint, Vhernier S.p.a., pursuant to Article 141 sexies terzo comma D. Lgs. 205/2006, shall inform the Customer about the ADR– Alternative Dispute Resolution – entity or entities competent in this matter, specifying whether it intends to use the aforementioned bodies for the resolution of the dispute.

Vhernier S.p.a. informs the Customer that, as a consumer, the European Union has established an online platform for dispute settlements related to the online purchase of products or services. The platform, called ODR, is managed by the European Commission and can be reached at the following link https://webgate.ec.europa.eu/odr. Through the platform, the Customer can consult the list of ADR entities and activate an online dispute resolution procedure.

The use and eventual effectiveness of the above instruments does not exclude the Customer’s right to make a claim for his or her rights before the competent judicial authority. If the Customer’s residence or domicile is located in Italy, the jurisdiction of the individual is to be held in the courts of the place where the Customer is a resident or is domiciled. The Customer whose residence or domicile is in a European Union State other than Italy, can make his or her claims against Vhernier S.p.a. before the courts of the Member State in which he or she is domiciled or is a resident of, or before the Italian courts, that being the country in which the registered office of Vhernier S.p.a. is located.

19. How to Contact Us:

If the Customer wishes to contact Vhernier S.p.a. in relation to these General Sales Terms, it can do so by writing to the e-mail address of the Vhernier Customer Service Centre: customerservice@vhernier.com, or by calling the phone number +39 (0)2 54122297, writing to the fax number +39 (0)2 5412 2398 or to the Vhernier certified electronic mail address, lacasavhernier@legalmail.it.

Annex 1
Notice of Withdrawal Form for
Purchases with a Shipping Address within the European Union

First Name:________________________Last Name _____________________________

To: Vhernier S.p.A.
headquarters are registered: Via Borgonuovo, 24 20121, Milano, Italia

anticipated via email: customerservice@vhernier.com

I refer to Order No. _______________________, placed on _______________________, and I inform you of my cancellation of this order in accordance with Section 12(a) of your General Sales Terms.

I hereby commit to returning the product within fourteen (14) days of my withdrawal in accordance with Sections 12(b), (c) and (d) of your General Sales Terms; I hereby commit to contacting your Customer Service Centre at +39 (0)2 5412 2297, Monday – Friday from 10:00 to 17:00 (except holidays) or to the email address customerservice@vhernier.com, in order to schedule the return through your logistics partner.

Furthermore, provided that the return complies with the requirements of your General Sales Terms, and in particular, Sections 12 (c) and (d), I hereby request (select the applicable option):

-the refund of the price paid for the product by means of the same payment method used for the purchase, in accordance with Section 12 (e) of your General Sales Terms,

OR

-the replacement of the product with a different product, provided that it is available and is in compliance with Section 12 (f) of your General Sales Terms; I hereby agree to and commit to contacting your Customer Service Centre at +39 (0)2 5412 2297 Monday – Friday from 10:00 to 17:00 (except holidays) or by writing to the email address: customerservice@vhernier.com, to check for the availability of the replacement product.

Place and Date: _____________________________

Signature ______________________

 

 

 

 

 

TERMS AND CONDITIONS OF SALE – E-COMMERCE

US VERSION
Version dated May 1, 2021

 

 

GENERAL

These Terms and Conditions of Sale (the “Terms and Conditions”) shall govern the sale of goods and/or services by Vhernier USA LLC (“Vhernier”) in the United States of America through Vhernier’s website and/or other online platforms (the “Online Platforms”).

 

Your use of the Online Platforms to purchase goods and/or services, signifies your unequivocal agreement to be bound by Vhernier’s Terms and Conditions, privacy policy, and website terms of use, which are hereby incorporated by reference. In the event of an order placed through the Online Platforms, when you check the “I have read and I accept Vhernier’s Terms and Conditions of Sale” or similar click-to-accept boxes at or before the payment section of the Online Platforms before placing your order with Vhernier, you indicate your unequivocal acceptance of these Terms and Conditions. If you do not accept these Terms and Conditions, you will not be able to order any goods or services from Vhernier.

 

Please read these Terms and Conditions and check our Online Platforms on a regular basis for any changes. Vhernier shall have the right to amend these Terms and Conditions at any time, with or without notice, at Vhernier’s sole discretion, and your continued use of the Online Platforms following such change shall signify your agreement to be bound in the future by the amended version of these Terms and Conditions.

 

Please read Vhernier’s Terms and Conditions carefully before placing any order(s) through the Online Platforms. If you do not agree with any of the terms of Vhernier’s Terms and Conditions, privacy policy and/or or terms of use, please discontinue the use of our Online Platforms and do not proceed with any order.

 

PLACING AN ORDER; ORDER CONFIRMATION

In order to place an order ­on Vhernier’s Online Platforms, you may register an online account on Vhernier’s Online Platforms, or place an order as a “guest” without creating an online account by selecting the “guest checkout” option.

If you choose to create an online account, you will be required to provide certain personal information, such as your name, phone number and e-mail address. You are responsible for ensuring that your password and account login are kept secret, safe and secure at all times. Vhernier will not be responsible or liable for any misuse of your account in connection with, and/or resulting from, a third party’s access to and use of your password and account login.

Please refer to Vhernier’s privacy policy for details on how your personal information may be used and/or stored by Vhernier.

If you opt for “guest checkout”, then no online account will be created, however, Vhernier may still collect and use your personal information for the purpose of processing your order.

When completing and submitting an order, you represent and warrant to Vhernier that your personal information provided is valid, true and accurate.

When ordering goods and/or services through Vhernier’s Online Platforms, once you have chosen a product or service, you must add such goods and/or service(s) to your shopping cart. You may then continue shopping for other products and/or services or proceed to checkout where you will be allowed to add or remove item(s) from your cart before finalizing your order.

When the payment page appears, you should review your order details, shipping payment and personal information and then check the box next to “I have read and I accept the Conditions of Sale” or similar click-to-accept box in order to finalize your order. Your order is deemed submitted when you click the “submit order” or similar button and your payment is accepted.

After placing an order, you will receive an automatic e-mail confirmation from Vhernier acknowledging receipt of your order and providing you with additional information and/or instructions. Please note that clicking the “submit order” or similar button shall not indicate that your order has been accepted and purchase completed. Your order constitutes an offer to Vhernier to purchase goods and/or services. Your order will then be reviewed by Vhernier. All orders are subject to acceptance by Vhernier, and Vhernier will confirm such acceptance to you by sending you an e-mail confirming, inter alia, that the product has been shipped. An order shall become binding on Vhernier only once Vhernier sends you an order confirmation via e-mail.

Notwithstanding anything to the contrary contained in Vhernier’s Terms and Conditions or elsewhere, Vhernier reserves the right to refuse, cancel and/or terminate orders at any time, for any reason or no reason at all, in Vhernier’s sole discretion.

Orders submitted may not be changed or cancelled except as expressly provided in these Terms and Conditions or as required by applicable law(s).

In order to place an order, you must have reached the age of majority (usually 18) and have legal capacity to enter into a contract. The shipping/delivery address must be in the continental United States of America, Alaska, Hawaii, or the District of Columbia. If you are a minor or otherwise cannot lawfully enter into a contract, then you must have your parent or guardian place an order on your behalf and thereby agree to these Terms and Conditions. Any orders placed in violation of these Terms and Conditions shall be null and void ab initio.

PRODUCT APPEARANCE DISCLAIMER

Although every effort is made to ensure that product images are as accurate as possible, images shown on Vhernier’s Online Platforms are for display purposes only. Colors and finishes appearing on your screen may be different than those of products examined under natural light. Vhernier shall not be liable for discrepancy between online images and real products. Vhernier makes no representations and/or warranties, whether express or implied, with respect to the accuracy, reliability and completeness of product descriptions, dimensions, and colors, shown on Vhernier’s Online Platforms and/or provided in advertisements or catalogues.

PRODUCT AVAILABILITY DISCLAIMER

All orders and/or services placed through Vhernier’s Online Platforms are subject to product availability.

Vhernier shall have the right to change the assortment of goods and/or services offered on its Online Platforms and may limit the quantity of products and/or services that may be ordered by you in a single transaction or series of transactions, for any reason or no reason at all. Specifically, Vhernier shall have the right to refuse orders exceeding a certain number of authorized items (goods and/or services). Vhernier shall not be liable if any product and/or service is out of stock or otherwise unavailable.

In the event that a product and/or service is unavailable after Vhernier has confirmed an order via email, Vhernier’s customer service will notify you as soon as possible. You will have the right to choose a different product and/or service or cancel your order, unless the order which was placed was for a multiple items, in which case you will be notified of which items of your order can be cancelled.

PRICES & TAXES; RETENTION OF TITLE; PAYMENT; SHIPMENT & DELIVERY; IN-STORE PICK UP

Prices & Taxes

All prices shown are in U.S. Dollars. Prices are exclusive of applicable taxes (including, without limitation, sales tax) and shipping costs. Vhernier charges state, county and local sales tax as required under applicable laws.

Vhernier reserves the right to modify prices and delivery costs at any time without prior notice. You will be charged the prices displayed on Vhernier’s Online Platforms at the time you place your order.

Shipping charges, applicable taxes and any other applicable fees will be shown on your payment page before you are asked to confirm your order. Sales and use taxes will vary and are determined based upon the geographical final destination to which products are shipped. Delivery charges and estimated sales and use taxes are not shown on the product pages and will be added to the product price, if applicable, after you have entered the shipping address.

Please note that changes to applicable laws between the date on which you place an order and the date on which your order is confirmed are possible. In the event of any such change, the amount of sales and/or use tax associated with your purchase will be adjusted accordingly.

Retention of Title

Products ordered shall remain the property of Vhernier, and you hereby grant a security interest in such ordered products, until Vhernier has received full payment therefor.

Methods of Payment

Vhernier accepts the following credit cards: Visa, MasterCard, American Express, and Discover.

All credit/debit card holders are subject to authorization by the card issuer. Vhernier will not be liable for any delay or non-delivery in the event that the card issuer does not authorize your purchase.

Vhernier reserves the right to run security checks on your credit card(s). By submitting an order, you expressly authorize Vhernier to run such security checks.

In addition to payment by credit card, you may pay via Paypal or wire transfer if so authorized by Vhernier on a case by case basis.

Due to the high risk of online frauds and scams via e-mail, if payment by wire transfer is authorized by Vhernier, it shall be your responsibility to verify Vhernier’s wiring instructions before making any wire. You should never rely solely on wiring instructions received via email and you shall verify Vhernier’s wiring instructions verbally by contacting Vhernier using Vhernier’s contact information published on Vhernier’s official website before making any wire. Your order will not be processed until payment has been received and confirmed by Vhernier by e-mail. If your wire transfer payment is not credited into Vhernier’s bank account within five (5) business days of the date of your order, your order will be deemed cancelled and the goods purchased will not be shipped.

Shipment & Delivery; In-Store Pick Up

Prior to submitting an order, you will be informed of available shipment methods and applicable rates for each product purchased.  You will be asked to select a shipment method as a part of your order. As a general rule, unless otherwise shown, shipment of Vhernier’s goods is complimentary. In the event that shipment fees do apply, such fees will depend on the value of the goods ordered and the delivery method selected. Goods will be shipped to the address provided by you during the order placement process.

Unless otherwise notified by Vhernier, orders will usually be delivered within five (5) business days of the date of Vhernier’s reicept of full payment.

In some cases and depending on the goods purchased, you may be allowed to order an item through Vhernier’s Online Platforms and pick same up in person at a Vhernier boutique. If in-store pick up is permitted, you will be required to sign a written delivery confirmation receipt, confirm your identity and provide other relevant information for identification purposes, including, without limitation, order confirmation, government issued ID, payment receipt, credit card number issued to purchase the item to be delivered, correspondence to/from Vhernier, etc.

Regardless of the method and place of delivery, an adult (i.e., in the United States, a person who is at least 18 years old) must sign a delivery acknowledgment receipt upon delivery of an item at the agreed upon delivery address.

RETURN POLICY

Items purchased online may be returned subject to the terms and conditions set forth hereinafter.

  1. Only items without customized engraving may be returned within fourteen (14) calendar days from the date of delivery, by notifying Vhernier in writing of your intention to do so by contacting Vhernier at: clientservices@vhernier.com;
  2. Upon receipt of your form, Vhernier will contact you and let you know if the item purchased can be returned and provide you with instructions, including instructions on how to ship items back to Vhernier using Vhernier’s shipping labels;
  3. If an item can be returned or exchanged, such item must be returned in its original undamaged packaging along with security and authenticity tags unremoved and any documentation and/or certificate provided by Vhernier;
  4. You MUST use shipping label(s) provided by Vhernier only; Vhernier will not accept returns and/or exchanges unless same are shipped in accordance with Vhernier’s shipping instructions and by using Vhernier’s shipping labels;
  5. All returns and exchanges will be inspected for quality assurance and tampering avoidance before they are accepted by Vhernier. Any item showing any signs of wear & tear, damage, or alteration of any kind will not be accepted and will not be exchanged or refunded;
  6. If an item can be returned, you will be refunded for the returned products only. You will not be refunded for any shipping charges incurred; and
  7. As a general rule, unless otherwise instructed by Vhernier, items purchased outside of the U.S. cannot be returned to Vhernier in the United States.

 

RISK OF THEFT, LOSS AND/OR DAMAGE

The risk of damage to, theft and/or loss of an item shall pass to a purchaser and/or person to which an item is delivered by Vhernier upon confirmation of delivery of such item by the shipping company / courier at the delivery address provided by you when placing an order. Vhernier disclaims any liability for any damage to, theft and/or loss of an item occurring at any time after the shipping company / courier has confirmed delivery of such item.

In the event that an item is returned in accordance with the provisions set forth in these Terms and Conditions, and subject to the provisions set forth in the “Return Policy” section above of these Terms and Conditions (including, without limitation, subsection #5 of the “Return Policy”), the risk of damage to, theft and/or loss of an item being returned shall pass to Vhernier only upon confirmation of delivery of such item to Vhernier by the shipping company / courier at the address shown on the return shipping label provided by Vhernier. Vhernier disclaims any liability for any damage to, theft and/or loss of an item occurring at any time before the shipping company / courier has confirmed delivery of such item to Vhernier.

REPAIRS

 

Please contact Vhernier’s after sales department.

 

LIMITATION OF LIABILITY; DISCLAIMERS

 

YOU EXPRESSLY AGREE THAT USE OF VHERNIER’S ONLINE PLATFORMS IS ENTIRELY AT YOUR OWN RISK.  VHERNIER’S ONLINE PLATFORMS AND THEIR CONTENTS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS.  VHERNIER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE ONLINE PLATFORMS, THEIR CONTENTS AND/OR WITH RESPECT TO ANY PRODUCT, INFORMATION AND/OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE ONLINE PLATFORMS.  VHERNIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH ITS ONLINE PLATFORMS.

 

NEITHER VHERNIER NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, PRINCIPALS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE “VHERNIER PARTIES”) SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND/OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, VHERNIER’S ONLINE PLATFORMS OR THE INTERNET.  VHERNIER’S LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED AND NOT EXCHANGED SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS AND CONDITIONS.  YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE ONLINE PLATFORMS AND/OR TO RETURN OR EXCHANGE AN ITEM PURSUANT TO THE TERMS OF THESE TERMS AND CONDITIONS.

 

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS.

 

The materials contained in Vhernier’s Online Platforms Website are provided for lawful purposes only.  Vhernier operates the Online Platforms for use in specific jurisdictions where Vhernier sells its products and services, and makes no representations and/or warranties that such materials are appropriate or available for use in other locations and/or jurisdictions.  If you use Vhernier’s Online Platforms, you are responsible for compliance with applicable local laws depending on the jurisdiction in which you are located.  By using Vhernier’s Online Platforms, you agree to defend, indemnify, and hold the Vhernier Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including reasonable attorneys’ and/or accountants’ fees and costs, arising out of or in connection with, or alleged to arise out of or in connection with, your use of Vhernier’s Online Platforms.

Notwithstanding any other provisions to the contrary contained herein or elsewhere, in the event that a limitation or exclusion of warranties and/or Vhernier’s liability as described above were held to be invalid and/or unenforceable, it is understood and agreed that Vhernier’s aggregate liability to you for any order whether in contract, tort (including negligence) or otherwise, shall in no event exceed one hundred percent (100%) of the price of the product(s) and/or services in your order.

 

DISPUTE RESOLUTION

 

  1. THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES. YOU AND VHERNIER HEREBY AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, VHERNIER’S ONLINE PLATFORMS, YOUR USE OF THE ONLINE PLATFORMS, THE PRODUCTS (AND/OR SERVICES) AND/OR YOUR PURCHASE OF THE PRODUCTS (AND/OR SERVICES) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, UNLESS THE VALUE OF ANY SUCH DISPUTE, CONTROVERSY AND/OR CLAIM IS LESS THAN FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00) IN WHICH CASE SUCH DISPUTE, CONTROVERSY AND/OR CLAIM SHALL BE RESOLVED EXCLUSIVELY IN THE SMALL CLAIMS COURT(S) HAVING JURISDICTION OVER SUCH MATTER.  THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE BROADLY INTERPRETED, AND EXPRESSLY INCLUDES CLAIMS BROUGHT UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, OR ANY OTHER STATUTE, REGULATION, OR LEGAL OR EQUITABLE THEORY. 

 

  1. ARBITRATION OF ANY CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR THE BREACH THEREOF, MAY BE INITIATED BY ONE PARTY BY SENDING A WRITTEN DEMAND FOR ARBITRATION TO THE OTHER PARTY, WHICH DEMAND SHALL PRECLUDE ANY PARTY HERETO FROM INITIATING AN ACTION IN ANY COURT (EXCEPT AS PROVIDED IN SUBSECTION (A) ABOVE WITH RESPECT TO SMALL CLAIMS AND EXCEPT AS PROVIDED IN SUBSECTION (C) BELOW).

 

THIS DEMAND SHALL SPECIFY THE MATTER IN DISPUTE AND REQUEST THE APPOINTMENT OF AN ARBITRATION PANEL.  THE ARBITRATION PANEL SHALL CONSIST OF A SINGLE NEUTRAL ARBITRATOR APPOINTED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA).  THE SITUS OF THE ARBITRATION SHALL BE NEW YORK, NEW YORK.  THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.  THE ARBITRATOR MAY GRANT ANY RELIEF GENERALLY AVAILABLE IN CASES OF SIMILAR NATURE AVAILABLE FROM A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN NEW YORK COUNTY, EXCEPT THAT THE PARTIES VOLUNTARILY AND IRREVOCABLY WAIVE ANY CLAIM IN ANY FORUM TO ANY AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.  THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES.  THE ARBITRATOR SHALL LIMIT THE PARTIES’ OBLIGATION TO EXCHANGE INFORMATION TO RELEVANT, ADMISSIBLE AND PROBATIVE EVIDENCE, AND SHALL FASHION PROCEDURES THAT REASONABLY LIMIT THE RESULTING COSTS AND OTHER BURDENS ON THE PARTIES AND ON ANY NON-PARTIES.  THE FINAL AWARD SHALL BE MADE WITHIN THREE (3) MONTHS OF COMPLETION OF THE ARBITRATOR SELECTION.  THE ARBITRATOR SHALL AGREE TO COMPLY WITH THIS SCHEDULE BEFORE ACCEPTING APPOINTMENT.  THE ARBITRATOR MAY EXTEND THIS TIME LIMIT ONCE, FOR NOT MORE THAN A THREE-MONTH PERIOD, IF HE/SHE MAKES A FINDING THAT SUCH EXTENSION IS NECESSARY TO SERVE THE INTERESTS OF JUSTICE.  THE ARBITRATOR MAY AWARD TO THE PREVAILING PARTY ITS REASONABLE COSTS AND ATTORNEYS’ FEES; IN THE EVENT THE PREVAILING PARTY IS AWARDED LESS THAN ONE HUNDRED (100%) PERCENT OF ITS CLAIM(S), IT MAY RECOVER ONLY THAT PERCENTAGE OF ITS REASONABLE FEES AND EXPENSES THAT CORRESPONDS TO THE PERCENTAGE OF ITS CLAIM(S) AWARDED BY THE ARBITRATOR, NET OF ANY AWARD GRANTED AGAINST IT.  JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL OF THE PARTIES HERETO AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

 

CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.  WITHOUT IN ANY WAY LIMITING (A) AND (B) ABOVE, IN THE EVENT THAT AN ACTION IS BROUGHT TO ENFORCE ANY ARBITRATION AWARD, EACH OF THE PARTIES HERETO: (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN NEW YORK COUNTY, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, TO THE EXTENT THAT SUCH COURT WOULD HAVE SUBJECT MATTER JURISDICTION WITH RESPECT TO SUCH DISPUTE; (II) AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION OR VENUE BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT; (III) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THESE TERMS AND CONDITIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THESE TERMS AND CONDITIONS IN ANY COURT OTHER THAN SUCH COURTS; (IV) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO A PARTY AT ITS ADDRESS SET FORTH HEREIN, OR AT SUCH OTHER ADDRESS OF WHICH A PARTY SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; (V) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW; AND (VI) YOU AGREE THAT YOU AND VHERNIER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.  YOU AND VHERNIER ARE EACH RESPONSIBLE FOR EACH PARTY’S RESPECTIVE COSTS RELATING TO COUNSEL, EXPERTS AND WITNESSES, AS WELL AS ANY OTHER COSTS RELATING TO THE ARBITRATION.  VHERNIER, HOWEVER, WILL PAY FOR THE ARBITRATION ADMINISTRATIVE OR FILING FEES, INCLUDING THE ARBITRATOR AND/OR OTHER AAA CASE MANAGEMENT FEES (“ADMINISTRATIVE FEES”); PROVIDED, HOWEVER, IF THE CLAIM IS DEEMED BY THE ARBITRATOR TO BE FRIVOLOUS, THEN VHERNIER WILL NOT PAY ANY PORTION OF YOUR ADMINISTRATOR FEES.

 

  1. THIS ARBITRATION AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE PROCEDURES OR RULES OF THE AAA WOULD ALLOW SAME. RATHER, YOU AND VHERNIER ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS.  FURTHER, AND UNLESS YOU AND VHERNIER AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) INDIVIDUAL PARTY’S CLAIMS WITH ANY OTHER PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.

 

FORCE MAJEURE

 

Vhernier shall not be liable for delays in performance or for non-performance due to acts of God; war; fire; flood; weather; sabotage; strikes or labor disputes; civil unrest, disturbances and/or riots; governmental requests, epidemics, pandemics, government mandated closures, lockdowns and/or “pause”, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; unavailability and/or shortages of products; default of suppliers; material fluctuations in the exchange rate between the U.S. Dollar and the Euro; and/or unforeseen circumstances or any events or causes beyond Vhernier’s and/or product manufacturers’ reasonable control.  Deliveries or other performance may be suspended for an appropriate period of time or canceled by Vhernier upon notice to you in the event of any of the foregoing.

 

MISCELLANEOUS

 

No Resale

 

You not to re-sell or divert any goods purchased through Vhernier’s Online Platforms to third parties.

 

Non-Assignment

 

These Terms and Conditions may not be assigned or delegated by you, in whole or in part, without the express written consent of Vhernier.

 

Severability

 

If any provision of these Terms and Conditions shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear.  The total invalidity or unenforceability of any particular provision of these Terms and Conditions shall not affect the other provisions hereof and these Terms and Conditions shall be construed in all respects as if such invalid or unenforceable provision were omitted.

 

No Amendment; Waiver

 

No amendment or modification of these Terms and Conditions shall be binding unless it is in writing and signed by a duly authorized representative of Vhernier.  The failure of Vhernier to exercise rights hereunder may in no case be interpreted as a waiver of any rights hereunder nor shall it deprive Vhernier of the right thereafter to insist upon strict compliance with such term or any other term of these Terms and Conditions.  For the avoidance of doubt, no alleged waiver by Vhernier shall be enforceable unless it is in writing and duly signed by an authorized representative of Vhernier.

 

Binding on Successors and Assigns

 

These Terms and Conditions shall be binding upon and inure to the benefit of your permitted successors and assigns.

 

No Third-Party Rights

 

These Terms and Conditions create no third-party rights between Vhernier and any person other than you.  It is understood and agreed that the parties hereto do not intend that any third party be a beneficiary of these Terms and Conditions.

 

COPYRIGHT

(c) 2021 Vhernier USA LLC. All rights reserved.