Condiciones generales
1. Scope
These General Terms and Conditions govern the use of the Annie Sloan Europe GmbH (“ASE”) online stockist portal by authorised resellers (“Stockists”). The portal enables Stockists to access product catalogues, check inventory availability, view pricing, place and track orders, manage account details, and view order history and invoices.
These terms apply to all use of the portal and any transactions between ASE and the Stockist conducted via the portal.
2. Registration and Acceptance
To access the portal, Stockists must submit a registration request with complete and accurate business information, including:
• Legal entity name
• Business address
• VAT ID number
• Contact person’s name, email, and phone number
• Website
• Bank account information
• Description of business activities
ASE will verify the business details and may request additional documentation, such as a business registration certificate or resale/VAT certificate. ASE reserves the sole right to approve or reject any registration request at its discretion, without providing reasons.
Upon approval, the Stockist will receive a unique username, password, and account ID. Portal registrations are non-transferable and may only be used by the approved business entity and its authorised employees. Stockists must promptly update their details in case of changes.
Unauthorised access or misuse of the portal constitutes a material breach of these terms.
3. Orders and Acceptance
The product catalogue and inventory displayed on the portal do not constitute a binding offer to sell. Stockists may check pricing and place orders via the portal. By placing an order, the Stockist makes a binding contractual offer to purchase the selected products from ASE.
ASE reserves the right to:
• Reject any order
• Impose quantity limits
• Request additional verification
• Modify terms due to product availability, credit risks, or export restrictions
An order confirmation via email or portal notification constitutes ASE’s acceptance of the Stockist’s order. ASE may accept orders partially if certain items are unavailable. Rejected orders do not impose any liability on ASE.
4. Pricing, Invoicing and Payment Terms
4.1 General Pricing
Prices displayed on the portal are quoted in Euros (€), excluding VAT, customs duties, and shipping costs. ASE may change prices at any time without prior notice.
4.2 Invoicing
ASE will issue invoices electronically for accepted orders. Unless credit terms are agreed upon in writing, Stockists must pay invoices in full before products are dispatched.
4.3 Credit Terms
Credit terms are subject to validation by ASE’s partner, Creditsafe. If approved, Creditsafe will determine a credit limit for the Stockist. Payment under credit terms is due within 15 or 30 days from the invoice date, unless otherwise agreed in writing.
4.4 Late Payment and Automated Reminders
If an invoice becomes overdue:
• ASE will automatically send an email reminder.
• An 8-day grace period is provided for payment.
• If payment is still not received, additional automated reminders will follow.
• Continued non-payment may result in order suspension and revocation of credit terms.
4.5 Revocation of Credit Terms
ASE reserves the right to modify or withdraw credit terms if:
• Two late payments occur
• The Stockist is deemed a credit risk
Future orders will then require prepayment.
4.6 Payment Methods
Payments must be made via bank transfer or another electronic payment method specified on ASE’s invoice. Non-payment constitutes a fundamental breach of the agreement.
4.7 Portal Access for Overdue Accounts
ASE reserves the right to suspend portal access and halt pending orders until overdue invoices are settled.
5. Shipping, Delivery, Passing of Risk
Unless otherwise agreed, deliveries are Ex Works (Incoterms 2020) from ASE’s warehouse in Trier, Germany. The Stockist is responsible for transportation, freight, insurance, and import costs.
ASE will not assume liability for damage to parcels exceeding 32kg if the Stockist opts for parcel shipping (e.g., UPS or DHL) instead of pallet shipping.
Risk of loss or damage transfers to the Stockist once the shipment is handed over to the first carrier.
5.1 Waiting Times and Additional Costs
Truck waiting times are not possible. If no recipient is present at delivery, additional re-delivery charges will apply, which the Stockist must cover.
6. Retention of Title and Resale
ASE retains full ownership of products until full payment is received.
Stockists may resell products before full payment, but ASE retains the right to claim assigned receivables from such sales as security.
7. Warranty for Defects
ASE provides a 12-month warranty from the date of delivery, guaranteeing that sealed products will be free from defects in materials and workmanship. This warranty does not apply to products that have been stored after initial use.
ASE is not liable for product failures caused by:
• Use with non-Annie Sloan products
• Improper use, storage, or modifications
A warranty claim is only valid if the product is found to be non-conforming to Annie Sloan’s manufacturing specifications.
To make a warranty claim:
• Notify ASE in writing within 7 days of discovering the defect.
• Provide photographic evidence of the defect.
• ASE may request the return of the defective product for inspection.
• If the claim is valid, ASE will issue a credit note (not a replacement).
Late or incomplete warranty claims will not be processed.
8. Claims for Shipping Damage
If products are damaged during shipping, the Stockist must:
• Inspect the delivery immediately upon receipt.
• Note any visible damage on the delivery receipt before signing.
• Notify ASE in writing within 24 hours of delivery.
• Provide clear photographic evidence of the damage.
ASE will assess the claim and may request the return of the damaged goods. If the claim is valid, ASE will issue a credit note (not a replacement).
Claims reported after 24 hours or lacking sufficient evidence will not be processed.
9. Limitation of Liability
ASE’s liability is strictly limited as follows:
• ASE is fully liable for damages caused intentionally or due to gross negligence under applicable statutory provisions.
• ASE is not liable for minor breaches of contract due to slight negligence.
• ASE does not accept liability for indirect or consequential damages, including but not limited to lost profits, business disruption, or financial losses arising from:
• Use of the portal
• Product orders
• Use of Annie Sloan products
• ASE’s liability for slight negligence is limited to foreseeable damages typical for this type of contract, up to a reasonable maximum amount per claim.
The Stockist agrees to indemnify and hold ASE harmless from any third-party claims arising from the Stockist’s actions, omissions, or negligence related to Annie Sloan products.
These limitations do not apply to:
• Injury to life, body, or health
• ASE’s mandatory liability under the German Product Liability Act
10. Intellectual Property Rights
ASE retains full ownership and intellectual property rights over all elements of the Annie Sloan brand, including but not limited to:
• Trademarks, logos, product names, packaging, and designs
• Product catalogues, marketing materials, and website content
• Promotional materials provided via the portal
The Stockist is only permitted to use Annie Sloan branding and marketing materials for the purpose of selling authorised Annie Sloan products and must adhere to ASE’s Brand Guidelines.
Any other use requires ASE’s prior written consent.
The Stockist must:
• Assist ASE in defending its intellectual property rights
• Notify ASE immediately of any suspected or actual trademark infringements
11. Term and Termination
This agreement remains in effect indefinitely unless terminated by either party.
11.1 Voluntary Termination
Either party may terminate this agreement with one month’s prior written notice.
11.2 Termination for Breach
ASE reserves the right to terminate the agreement immediately if the Stockist:
• Breaches any material provision of this agreement
• Repeatedly fails to meet obligations, including late payments
• Ceases business activities or enters insolvency
• Engages in conduct that harms ASE’s brand reputation or business interests
Upon termination:
• The Stockist’s portal access will be revoked.
• All outstanding amounts become immediately due.
• ASE retains the right to enforce retention of title over unpaid products.
12. Applicable Law and Jurisdiction
This agreement is governed by the laws of Germany and the United Kingdom. The courts of Trier, Germany, and London, United Kingdom, shall have exclusive jurisdiction over disputes unless arbitration is elected.
13. Data Protection
ASE processes and stores Stockist data in compliance with EU data protection laws (GDPR). ASE may share Stockist data with service providers and group companies when necessary to fulfil contractual obligations.
The Stockist must obtain consent from its employees before sharing their personal data with ASE.
Stockists may request access to or deletion of their data by contacting ASE’s data protection officer.