Terms & Conditions
1. Scope
These General Terms and Conditions govern the use of the online stockist portal operated by Annie Sloan Europe GmbH ("ASE") by authorised resellers ("Stockists"). The portal enables Stockists to access product catalogues, inventory availability, pricing, place and track orders, manage account details, view order history and invoices. These terms apply to all use of the portal and any transactions between ASE and the Stockist via the portal.
2. Registration and Acceptance
Stockists must submit a registration request through the portal with complete and accurate business information including: legal entity name; business address; VAT ID number; contact person name, email and phone number; website; bank account information; and description of business activities.
ASE will verify the business information and may request additional documentation such as business registration certificates, resale/VAT certificates, or other proof of legitimate retail/trading activities. ASE reserves the sole right to approve or reject any portal registration request at its discretion without stating reasons.
Upon approval, each Stockist will receive a unique username, password, and account ID to access the secure portal. Stockist portal registrations are non-transferable and may only be used by the approved business entity and its authorized employees. Stockists must promptly update their information if any details change. Unauthorized access or misuse of the portal shall constitute a material breach of these terms.
3. Orders and Acceptance
The product catalogue and inventory availability displayed on the portal do not represent a binding offer to sell. Stockists may check pricing and place orders for items through 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 or information, or add other terms for reasons such as restricted product availability, credit risks, or export restrictions. An order confirmation from ASE via email or portal notification represents acceptance of the Stockist's order. ASE may partially accept orders if certain items are unavailable. Rejected orders impose no liability on ASE.
4. Pricing, Invoicing and Payment Terms
4.1 General Pricing
The product prices displayed on the portal are quoted in Euros as net prices per unit, excluding VAT, customs duties, and shipping costs. Prices may be changed by ASE on the portal at any time without prior notice.
4.2 Invoicing
ASE will issue invoices electronically for orders accepted. Unless credit terms are expressly agreed upon in writing, the Stockist must pay the total invoice amount in full prior to ASE dispatching the products.
4.3 Credit Terms
Credit terms may be available to legal entities and are subject to validation by our partner, Creditsafe. Upon approval, Creditsafe will inform ASE of a reasonable credit limit for the Stockist's account. Payment under credit terms is due within 15/30 days from the date of the invoice, unless otherwise agreed in writing.
4.4 Late Payment and Automated Reminders
If an invoice becomes overdue, our system will automatically send an email notification to inform you of the outstanding amount. You will have an 8-day grace period from the date of the email to settle the overdue invoice.
We understand that unforeseen circumstances can occur, however, it's important to note that if payment is not received within this 8-day grace period, automated email reminders will continue to be sent from our system until the account is brought up to date.
If there is no response or payment following our automated reminders, action will be taken on your account, which may include suspending your ability to place new orders and revoking any credit terms. We highly recommend bringing your account up to date as soon as possible to avoid any disruption to your services.
4.5 Revocation of Credit Terms
ASE reserves the right to modify or withdraw credit terms at any time, particularly after two late payments or if significant credit risk exists. In such cases, future orders will only be dispatched after payment is received in full.
4.6 Payment Methods
Payments must be made by bank transfer or other electronic payment method as stated on ASE's invoices. Non-payment of any invoice by the due date constitutes a fundamental breach of the Stockist's obligations.
4.7 Portal Access for Overdue Accounts
ASE reserves the right to suspend delivery of pending and future orders and deactivate the Stockist's portal access until overdue amounts are paid.
5. Shipping, Delivery, Passing of Risk
Unless otherwise expressly agreed, delivery shall be Ex Works (Incoterms 2020) from ASE's warehouse in Trier, Germany. The Stockist is responsible for transportation and bears all freight, insurance and import costs. ASE will properly declare and document all shipments for export and customs clearance requirements. ASE may subsidize or pay for transportation costs for orders exceeding a minimum value of €1200 For orders below €1200, the Stockist is fully responsible for transportation costs. ASE reserves the right to determine qualified orders and change minimum order values for subsidized shipping. Please note that free shipping promotions or subsidies are only valid for deliveries within the European Union (EU).
For orders exceeding a total weight of 32kg, ASE does not recommend shipment as parcels due to the increased risk of damage. If Pallet Shipping is an option available option available on the checkout screen, it indicates that the order's total weight exceeds 32kg, and this method is the suggested shipping option. ASE will not assume the risk of damages for orders chosen to be shipped as parcels (e.g., via UPS or DHL) and reserves the right to refuse parcel shipping if the order is too large to be safely packed in parcels.
Risk of accidental loss or damage to products passes to the Stockist upon delivery to the first carrier at ASE's premises. ASE will use reasonable efforts to meet requested delivery dates but does not guarantee delivery times. Delayed delivery does not constitute grounds for Stockist claims against ASE.
5.1 Waiting Times and Additional Costs
Please note that waiting times for truck drivers are generally not possible. If no one is available at the delivery address during normal working hours when the shipment arrives, additional costs may be incurred for a second delivery attempt. These costs will be passed on to the recipient. To avoid such additional charges, please ensure that someone is present during normal working hours. This policy applies only to pallet shipments (orders over 32kg).
6. Retention of Title and Resale
ASE retains full ownership of all products delivered until receipt of payment in full from the Stockist. Until the transfer of title, the Stockist shall store Annie Sloan products separately from other stock and label them clearly as ASE's property.
The Stockist is authorized to resell products in the ordinary course of business before payment is made to ASE, provided the Stockist meets its payment obligations when due. The Stockist hereby assigns its claims and receivables from such resale of unpaid Annie Sloan products to ASE as security.
7. Warranty for Defects
ASE provides a 12-month warranty from the date of delivery that sealed products will be free from defects in materials and workmanship, this warranty will not apply to remaining products stored after the initial use.
ASE can only be held responsible for product failures when used as intended by the manufacturer in conjunction with other Annie Sloan Products. Annie Sloan will not be held responsible for failures that occur when Annie Sloan products are used in combination with non-Annie Sloan Paints, Coatings or other Products.
A warranty claim will only be valid if the product is found to be non-conforming to Annie Sloan’s manufacturing specification.
To claim a warranty remedy, the Stockist must notify ASE promptly in writing upon discovery of a defect and within the warranty period, providing sufficient details of the nature of the defect. ASE may request the return of defective products for inspection and warranty service. ASE will cover reasonable return shipping costs for valid warranty claims.
At its sole option, ASE will replace defective products, or refund the purchase price if repair or replacement is not commercially reasonable. This limited warranty does not cover normal wear and tear, improper use, storage or maintenance, or unauthorized modifications. ASE makes no other warranties, express or implied, on products or the portal.
8. Limitation of Liability
ASE shall be fully liable for damages caused intentionally or through gross negligence according to applicable statutory liability provisions.
ASE shall be fully liable for damages caused intentionally or through gross negligence according to applicable statutory liability provisions. ASE shall not be liable to the Stockist for damages arising from the violation of minor contractual obligations due to slight negligence. ASE is also not liable for indirect damages, consequential damages, lost profits, or financial losses arising out of or in connection with portal access, product orders or use of Annie Sloan products.
ASE's liability for damages caused by slight negligence is limited to foreseeable damage typical for this type of contract, up to a reasonable maximum amount per claim. The Stockist shall indemnify and hold ASE harmless from any third-party claims arising from the Stockist's acts, omissions or negligence related to Annie Sloan products. The above limitations of liability do not apply to injury to life, body or health, or ASE's mandatory liability under the German Product Liability Act.
9. Intellectual Property Rights
ASE retains ownership and reserves all intellectual property rights to the Annie Sloan brand, website, product catalogue, promotional materials, product labels, trademarks, designs or other content made available on the portal.
The Stockist may use Annie Sloan intellectual property exclusively for marketing and selling authorized Annie Sloan products as permitted under ASE's Brand Guidelines. Any other use requires ASE's prior written consent. The Stockist must assist ASE in defending its intellectual property rights and notify ASE immediately about any infringement.
10. Term and Termination
This Stockist portal agreement remains in effect for an indefinite period. Either party may terminate it for any reason with one month's prior written notice. ASE may terminate the agreement with immediate effect by written notice if the Stockist commits a material breach of obligations, repeatedly breaches provisions, ceases business activities, or exhibits conduct that harms ASE's brand reputation or business interests.
Upon any termination, the Stockist's access will be deactivated and all outstanding amounts owed are immediately payable. The Stockist's accrued payment obligations and ASE's rights including retention of title shall survive termination.
11. Applicable Law and Jurisdiction
This agreement is subject to the laws of Germany and the United Kingdom. The courts of Trier, Germany and London, United Kingdom have exclusive jurisdiction over disputes between the parties unless arbitration is elected.
12. Data Protection
ASE processes the Stockist's data according to EU data protection laws and its Privacy Policy on the portal for purposes of managing the stockist relationship and agreement. The Stockist agrees ASE may transfer its data to service providers or group companies as necessary. The Stockist will obtain consent from its employees for data transfer to ASE.