AVERSE | FW18/19 Lookbook

AVERSE – GENERAL SALES CONDITIONS
DEFINITION
AVERSE will be designated by GBTX Lda. (company owner of the brand),
that stablishes a contract with the Person/Company called as “Buyer”.
CLAUSE 1 – ORDER CONDITIONS:
1. The Minimum order amount is 1.000€
Shipping Costs are supported by the buyer in order under 5.000€.
Shipping Costs are included in orders over 5.000€ (Customs Costs not included).
GBTX Lda reserves the right to cancel any reference which won’t
reach the minimum in production, the detail will be informed in advance.
2. Payment Conditions:
a. 30% for order confirmation (any order unpaid, will be automatically
cancelled);
b. Remaining 70% must be paid with the shipment.
3. Payment options:
Bank transfer (administrative charges are client’s responsibility)
CLAUSE 2 - CONTRACTUAL MODIFICATIONS
1. The present general sales conditions will be jointly applicable with any
special sales conditions that may be established that do not annul them.
2. 2.Any special sales conditions that may be introduced must be put in
writing and be expressly confirmed by GBTX, LDA.
CLAUSE 3 - ESTABLISHMENT OF THE CONTRACT
1. The sales contract whose regulations are set out here will be considered
to be fully, definitively and validly agreed when the proponent — buyer
accepts the confirmation of the order in any way. Such acceptance constitutes
express acceptance of all the conditions contained in the order.
CLAUSE 4 - RIGHT TO INFORMATION
1. Both of the contracting parties have the obligation to provide the other
party with the information and data that are relevant to the establishment,
execution and application of the present contract.
CLAUSE 5 - DELIVERY DEADLINE
1. Except if, from the special conditions expressly set out, it is clear that
the attainment of the delivery deadline is essential for the complete fulfilment
of the contract, it will be considered that the delivery deadline
given is merely indicative.
CLAUSE 6 - TRANSPORT OF GOODS
1. GBTX, LDA. will inform the Buyer of the date on which the goods were
delivered to the transport company, ensuring that the goods are accompanied
by the necessary documentation.
CLAUSE 7 - DELIVERY
1. The goods shall be deemed as having been delivered:
a. when collected directly by the purchaser or by a third party mandated
by the former for this purpose, on the day on which the purchaser or
said third party takes possession of the goods;
b. when transported by GBTX, LDA. at the time it is made available to the
purchaser or any third party mandated by the former for this purpose.
CLAUSE 8 - RISK TRANSFER
1. Unless other provisions are expressly agreed in writing, the risks inherent
to any total or partial loss or total or partial deterioration of the
goods shall be born by the purchaser from the moment at which they
leave the premises of GBTX, LDA.
CLAUSE 9 - FORCE MAJEURE AND CHANGE OF CIRCUMSTANCES
1. The deliveries of goods may be totally or partially suspended during
any period in which there may be impediments to manufacturing, supplying
or delivery for reasons and circumstances that are outside the
control of GBTX, LDA. In such circumstances GBTX, LDA. will not be liable
to the Buyer for the non-delivery of the goods under the conditions
that we agreed previously.
2. Any substantial and abnormal change in the circumstances abiding
at the time when this agreement was entered shall entitle GBTX, LDA.
to amend those essential elements of the agreement that are directly
or indirectly affected by such change of circumstance, for example, with
regard to the price, conditions of delivery, insurance and transport, or to
terminate the agreement, implementing this amendment or termination
by notice thereof to the other party.
CLAUSE 10 - QUALITY
1. Unless expressly declared to the contrary, the goods supplied in the
terms of the present contracts will be of normal manufacture — “standard”.
Excluded from this clause are all guarantees and conditions expressly
foreseen and specified for the other purposes previously established.
2. Any product that GBTX, LDA. agrees not to reach normal quality levels
will be substituted but this cannot be considered as the basis for a claim
for losses, damages or expenses. Lack of quality in a delivery batch will
not constitute a reason for terminating the contract.
CLAUSE 11 - INSPECTION AND COMMUNICATION OF COMPLAINTS
1. It is the Buyer’s obligation to make a rigorous survey and inspection of
the goods immediately after receiving them and before using them in a
product process or putting them up for sale.
2. Complaints regarding defects in the goods will be sent in writing to
GBTX, LDA. in the 15 days following the receipt of the goods.
3. The complaint made by the Buyer must list the defects detected in
detail.
4. The Buyer has the obligation to keep the goods in more or less the
state in which it received them during all the time that it has the goods
in its possessions.
5. GBTX, LDA. will analyse the basis and the reasons for the complaint by
carrying out its own inspection of the goods and comparing its findings
with the specifications mentioned by the buyer in the order proposal.
GBTX, LDA. will issue a statement on its findings in a reasonable time
period.
CLAUSE 12 - PAYMENT
1. The payment of the price will be done according to the special conditions
that have been previously and specifically agreed.
2. Should no conditions have been fixed in terms of the previous number,
the payment of the price will be made within thirty days of the delivery
of the goods.
3. Should the goods be delivered in batches, the payments for each
batch in the terms previously and expressly agreed will be a condition
that must be fulfilled before the following batches will be delivered.
4. If the Buyer fails to pay for a batch, GBTX, LDA. reserves the right to
cancel the remaining batch deliveries or to demand full and prior payment
for them.
CLAUSE 13 - OWNERSHIP OF GOODS
1. The ownership of the goods will be transmitted from GBTX, LDA. to the
Buyer only when the price of the goods has been fully paid, even after it
has been used or transformed by it or by third party, thus constituting a
reservation of ownership extending to the last user or consumer.
2. The Buyer must inform any third parties of the existence of the extended
reservation of ownership in favour of GBTX, LDA. constituted in
the above section.
CLAUSE 14 - INSURANCE OF GOODS
1. The Buyer must take out insurance covering the goods in favour of
GBTX, LDA. with shall remain in force until the price of the goods has
been paid in full.
2. Any loss or deterioration of the goods that occurs after the transfer
of the risk to the buyer does not free it from the obligation to pay the
price of the goods.
3. Should either contracting party not fulfil the provisions of number one
of the present clause it must compensate the other party for damages
that have been caused to the latter due to such non-fulfilment.
CLAUSE 15 - RIGHT TO TERMINATE THE CONTRACT
1. Only a fundamental violation of the contract that unequivocally leads
to major losses for the other contracting party gives the latter the right
to terminate the contract.
2. In addition to other situations foreseen in the clauses, in the law, and
in normal applicable practice, GBTX, LDA. can terminate the contract
and cancel all the deliveries related to it should there be total or partial
non-payment by the Buyer or insolvency, liquidation, bankruptcy on the
Buyer’s part or should the guarantee provided by the Buyer be lessened;
3. The contracting party that wishes to exercise the right to terminate the
contract for a reason attributable to the other contracting party confers
on itself the right to demand compensation for losses and damages from
the latter;
4. If the buyer wishes to terminate the contract it must return the goods
in more or less the same condition in which it received them. The Buyer
will lose the right to terminate the contract should it not be possible to
return the goods in such condition, unless the inability to do so cannot
be attributed to it.
CLAUSE 16 - EXONERATION
1. GBTX, LDA. is considered to be exonerated from the fulfilment of its
obligations should the Buyer have previously defaulted on its obligations.
CLAUSE 17 - APPLICABLE LAX AND COURT
1. The provisions of Portuguese law will be applicable to situations not
specifically covered in the contract. The competent court for resolving
any dispute that may arise from the contract is the Barcelos court in
Portugal.
CLAUSE 18 - DOMICILE FOR PURPOSE OF AGREEMENT
1. The parties agree that the domicile/registered offices for the purposes
of legal summons/notifications are those appearing in the invoice or any
other address communicated in writing to the other party in the context
of this agreement.
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