Terms and Conditions

 

Online Sales
Wholesale Sales (EU)
Wholesale Sales (USA)
Wholesale Sales (Canada)

Terms and Conditions (Online Sales)

1. Applicability
These terms and conditions are applicable, in the version valid at the time the order is placed, for all types of goods and services provided to customers by Fragrances of Ireland Limited, unless the sales contract or other agreement concluded by and between Fragrances of Ireland Limited its customer contains written provisions to the contrary. Any other statements or communications to be provided shall be valid only if made in writing.

2. Identification
Fragrances of Ireland Limited
Kilmacanogue
Co. Wicklow
A98 W599
Ireland
Email : hello@fragrancesofireland.com
CRO:92894
VAT: IE 4693875V
Ph: 0035312867125
Fax: 003531 2866501

3. Orders and Agreement
All offers made by Fragrances of Ireland Limited are without obligation. An agreement is made between Fragrances of Ireland Limited and the customer when the customer places an order and it is accepted by Fragrances of Ireland Limited. Ordering is performed by transmitting the fully completed online order form. By clicking on “confirm”, the customer is giving an ELECTRONIC SIGNATURE, which has the same status as a handwritten signature. Fragrances of Ireland Limited accepts the order by sending an order confirmation to the customer via e-mail, mail, or fax.

4. Prices
The product price is the price displayed in EURO €, US$ or Stg £ for the item or the service at the time of ordering. All product prices include VAT at the applicable rate. Prices do not include any decoration or further accessories shown in the pictures, unless mentioned.

5. Delivery terms
Fragrances of Ireland Limited generally delivers ordered products within three (3) to fifteen (15) business days to the address named by the customer. Merchandise is delivered by GLS in Europe and UPS in the USA. If the delivery time cannot be met, Fragrances of Ireland Limited will notify the customer and inform him of the estimated delivery date. Fragrances of Ireland Limited is entitled to fulfil the order in partial deliveries. Fragrances of Ireland Limited reserves and retains the right not to fulfil the order if the ordered merchandise is not available at all or at an acceptable time, or cannot be delivered due to lack of quality. In this case, Fragrances of Ireland Limited will notify the customer without delay and refund any payment already made. Fragrances of Ireland Limited reserves and retains the right to supply later models in lieu of the ordered merchandise, provided they also fulfil the agreed specifications and are not more expensive than the ordered merchandise. If there is a delay in acceptance on the customer’s part, Fragrances of Ireland Limited reserves and retains the right to store the merchandise at the customer’s expense and — in commercial transactions — sell it to third parties by way of public auction. Fragrances of Ireland are responsible solely for the delivery of orders. Any local customs charges, local taxes etc. being imposed at local level is the responsibility of the customer.

6. Shipping costs
Fragrances of Ireland Limited currently implement the following Shipping Rates:

Republic of Ireland: €5 flat rate or FREE SHIPPING on orders over €35
Europe 1: Austria, Belgium, Denmark, France, Germany, Luxembourg, Netherlands, Poland. €5 flat rate or FREE SHIPPING on orders over €60
Europe 2: Italy, Spain, Sweden. €8 flat rate or FREE SHIPPING on orders over €65
Europe 3: Croatian, Finland, Portugal. €15 or FREE SHIPPING on orders over €70
United Kingdom (including Northern Ireland): £5 flat rate or FREE SHIPPING on orders over £50
GB Channel Islands: £40 flat rate

7. Payment options
Fragrances of Ireland Limited offers the following payment options: Credit-card: Fragrances of Ireland Limited accepts VISA & Mastercard. By providing his\her account information in the online order form, the customer authorizes Fragrances of Ireland Limited to charge the amount of the invoice to that credit card. Security: The account information as well as credit card details are forwarded maximum protected via SSL-encryption directly to WorldPay. Your bank details are never known to Fragrances of Ireland Limited, at any time.

8. Payment delay
All invoices are immediately due and payable in full unless explicitly agreed otherwise. If the customer enters payment arrears, Fragrances of Ireland Limited reserves and retains the right to charge interest on arrears at a rate three points above the current base interest rate.

9. Right of Return
The customer may cancel the order without stating a reason in writing (postal mail or e-mail), or by returning the ordered merchandise unopened or not damaged in any way within 7 business days of receipt (according to Irish consumer protection legislation). We are offering a right of return of 14 business days. The customer is obligated to return the merchandise immediately after cancellation. Exceptions: – Merchandise prepared according to customer specifications – Merchandise that by its nature is not suitable for return – Merchandise that can spoil quickly or whose expiration date would be exceeded It is sufficient if the cancellation is sent by the deadline to:

Fragrances of Ireland Limited
Kilmacanogue
Co. Wicklow
A98 W599
Ireland
hello@fragrancesofireland.com

We cannot accept returns, which are not prepaid. After receiving and checking the returned merchandise, Fragrances of Ireland Limited will immediately refund the purchase price to the customer after full inspection of the returned goods. The customer shall pay the regular cost of return shipment. The product shall be unused, in the condition that the customer received it and it shall be repackaged into its original package. If the merchandise is opened, damaged, destroyed, or consumed, this will preclude the customer’s cancellation right.

10. Set-off
Set-off and the assertion of retention rights (including commercial rights) are permissible only if the underlying counterclaims are uncontested or have been adjudicated finally and absolutely.

11. Warranty
Fragrances of Ireland Limited warrants its goods and services only within the scope of statutory provisions (Art. 1641 following, Code Civil). The inspection and defect notification duties applicable to commercial transactions shall remain unaffected, as shall any manufacturer guarantee included with the merchandise. Obvious defects must be reported in writing no more than one week after the merchandise is received. In the event of a warranty claim, Fragrances of Ireland Limited reserves and retains the right to either repair or replace merchandise supplied by Fragrances of Ireland Limited that turns out to be defective. If such steps are unsuccessful the customer shall be entitled, at his election, to reduce the price paid for such merchandise or to rescind the order for the faulty merchandise.

12. Warrented Characteristics
Warranted characteristics must in any case be explicitly stated by Fragrances of Ireland Limited . Product descriptions on the website may differ from the actual articles in colour and general impression.

13. Liability
Fragrances of Ireland Limited shall not have any contractual or non-contractual damage compensation duty unless the damage is due to gross negligence or intent. If a material contractual duty is violated, Fragrances of Ireland Limited shall be liable even in cases of slight negligence; in any case, liability shall be limited to the financial injury, which Fragrances of Ireland Limited must have foreseen — at the time the agreement was made — as a possible consequence of violating the agreement. Any product liability claims shall remain unaffected by the preceding limitations.

14. Data protection
The personal information required for administration of the agreement is provided by the customer. Fragrances of Ireland Limited shall be required to treat all personal information as confidential and to protect it from unauthorized access. When processing your order, Fragrances of Ireland Limited will responsibly and accurately handle your information. Fragrances of Ireland Limited will not submit any information supplied by the customers to third parties. The customer has the right to access, change or delete his information, by informing Fragrances of Ireland Limited, support@inisfragrance.com, in accordance with Irish Consumer Rights.

15. Limitation Period
Any damage compensation claims against Fragrances of Ireland Limited, with the exception of damage claims in tort, shall become time-barred according to the statutory provisions, but no later than two years after the goods or services are provided on which the claim is based. Compensation claims due to possible consequential damage from defects — except claims in tort — shall become time-barred six months after the devolution of risk or, for contracts for work, after inspection and approval.

16. Title Reservation
The merchandise remains the property of Fragrances of Ireland Limited pending payment in full (law N?? 80335 from 12.05.1980). The customer is required to notify Fragrances of Ireland Limited without delay in case of any attachment by third parties upon the merchandise subject to title reservation (reserved merchandise), specifically judicial-enforcement measures or other seizures, and of any damage occurring to the reserved merchandise. If the merchandise is delivered to a country in which the above title reservation is not enforceable in total, the customer shall be required to provide Fragrances of Ireland Limited with equivalent security.

17. Assignment and Transfer
The customer shall only be entitled to assign and transfer the rights under the agreement — with the exception of payment claims — with Fragrances of Ireland Limited prior consent. Such consent may only be withheld for good cause.

18. Jurisdiction and Venue
In case of any disputes arising from or in connection with the agreement or these terms and conditions, the courts of Ireland shall have exclusive jurisdiction and venue if the customer is a merchant or a legal entity under public law, or if the customer’s domicile or usual place of residence is either outside Ireland or is unknown at the time the action is filed.

19. Place of Fulfilment
Place of fulfilment is Wicklow, Ireland and Mason OH 45040 USA.

20. Severe Nullity
Should one or more provisions of the agreement or of these terms and conditions be or become invalid or unfeasible, or be replaced by applicable national law, this shall not affect the validity of any remaining provisions.

21. Choice of Law
The contractual relations between the parties are subject to and shall be construed in accordance with the Irish law.

CONDITIONS OF SALE (WHOLESALE SALES – Ireland and EU) FRAGRANCES OF IRELAND LIMITED, September 2020

1. GENERAL:

1.1 We are Fragrances of Ireland Limited, a company registered in Ireland under company number 92894 and with our registered office at Kilmacanogue, Bray, Co. Wicklow, A98 W599, Ireland which is our main trading address. Our VAT number is IE4693875V.

1.2 These Conditions of Sale will apply to any contract between us for the sale of Goods to you (Goods). Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from us. Please note that by ordering any of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in them.

1.3 These Conditions of Sale constitute the entire Conditions of Sale between our company and you and no other Conditions of Sale may be relied upon by you. They shall override any contrary, different or additional terms and conditions that may be referred to.

1.4 For the avoidance of doubt, these Conditions of Sale arise in the context of our business relationship with you. A consumer relationship is not created between the parties and you do not act in any with us as a consumer.

1.5 All quotations are given, orders accepted and Goods and services supplied subject to the following terms and conditions and no addition thereto or variation thereof shall be effective unless agreed in writing by us. No servant, agent or representative of ours has any authority to vary these terms in any way. We reserve the right to decide whether or not to supply Goods, at our absolute discretion.

2. DESCRIPTION OF GOODS:

2.1 Goods are only supplied in accordance with our standard specifications, copies of which shall be available on request and no representation is made as to fitness for purpose.

2.2 The images of the Goods on our website or catalogues are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer or devices display of the colours accurately reflects the colour of the Goods. Your Goods and their packaging may vary slightly from those images.

2.3 You accept the Goods are luxury Goods and Fragrances of Ireland Limited has a legitimate interest in protecting the luxury image of the Goods and their brands.

3. PRICES AND CHARGES

a) Unless otherwise stated all prices and charges are exclusive of but subject to (where chargeable) Value Added Tax or Sales Tax;

b) All quoted prices and charges are based on the costs (converted into Euro where imported items are concerned) of equipment, material, labour, transport and of conforming with statutory obligations prevailing at the date of our quotation. If between that date and the date on which the Goods are dispatched increases shall occur in any such costs we shall be at liberty to increase the relevant price or charge to take account of any such increases and you shall pay the increased price or charge accordingly.

4. Unless specifically agreed in writing, any Goods supplied by us are for sale (or subject to 4.1 below) to the public at the purchaser’s place of business and under their name only and are not for re-sale to or through any other business.

4.1 Any product samples provided to purchaser may only be given out free of charge to purchaser’s customers, or to members of the public. It is a violation of these Conditions of Sale to sell, or offer for sale, any sample provided to purchaser.

5. STANDARDS OF RESELLER DISPLAY AND ONLINE SALES

5.1 In order to preserve the proper allure, value and luxury image of our products and brands in resellers’ stores, we reserve the right to refuse to supply any customer whose display of our Goods or whose premises in general, do not meet normal high, creative and attractive standards of décor (exterior and interior), signage, location, lighting, display, presentation, cleanliness, or whose staff do not meet similar high standards of presentation, cleanliness, friendliness and knowledge of our Goods or which project a low-cost, low quality or inferior image inconsistent with the luxury nature of our products or brands.

5.2 Only Customers who already have a physical store legitimately stocking our Goods and complying with the above conditions are allowed to sell our Goods online on their proprietary websites only provided these online sales and websites meet and maintain the standards in 5.1 above. Online sales of our Goods are not permitted outside of the EU.

5.3 Customers are not allowed to sell our Goods on any 3^rd party website(s) which operate in a discernible manner towards consumers. In the event that a Customer utilises a 3^rd party website that is not discernible to the consumer you may do so only subject to such website or platform complying with the clauses above and maintaining the luxury image of the Goods for consumers.

6. TERMS OF PAYMENT: Unless otherwise stated all accounts are strictly net payable within 30 days of the invoice date. We reserve the right (without prejudice to any remedy) to cancel any uncompleted order or to suspend delivery in the event of any non-payment for previous or other orders.

7. We shall not be liable for any loss or damage (howsoever caused) to goods during transit from our premises or the premises of our servants, agents or suppliers to you, your servant or agent. Where we agree to deliver goods on c.i.f. terms this is on condition that insurance is available at reasonable rates.

8. ACCEPTANCE: You shall be deemed to have accepted the goods in the condition that they were delivered if you re-sell the goods (or part thereof) to a third party, within the terms of these Conditions of Sale, or you fail within seven days of delivery give notice in writing to us of any matter or thing by reason whereof you allege that the goods are not in accordance with the contract description. The carrier’s record of delivery shall be conclusive with regard to the date of delivery unless the contrary can be proven.

9. WARRANTY

a) Subject to sub-clause b), we will at our own expense make good or repair or replace (at our option) any defective goods which under fair and proper use, appear in goods of our manufacture within a period of twelve calendar months after the goods have been delivered and which arise solely from faulty design, materials or workmanship, PROVIDED ALWAYS that defective goods are promptly returned to us carriage paid unless otherwise arranged.

b) This warranty shall not apply to second-hand goods and shall not be valid in cases where repairs or alterations have been carried out without our approval and in the case of goods supplied but not manufactured by us our sole responsibility shall not be to give you the same warranty as given to us by our supplier, PROVIDED ALWAYS that we shall not be under any obligation to pay any liability or expense greater than the amount which we recover from our supplier.

9.1 We do not limit in any way our liability for:

1. death or personal injury caused by our negligence;
2. fraud or fraudulent misrepresentation; or
3. any other losses for which it is unlawful for us to exclude our liability).

9.2 Subject to clause 9.1, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with the Contract for:

1. any loss of profits, sales, business or revenue;
2. loss or corruption of data, information or software;
3. loss of business opportunity;
4. loss of anticipated savings;
5. loss of goodwill; or
6. any indirect or consequential loss.

9.3 Subject to clauses 9.1 and 9.2, our total liability to you in respect of other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Products.

9.4 Except as expressly stated in these Conditions, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty that might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

10. Events Outside our Control

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2.

10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport.

10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

1. we will contact you as soon as reasonably possible to notify you; and
2. fraud or fraudulent misrepresentation;
3. our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

11. ARBITRATION – If at any time any question, dispute or difference whatsoever shall arise between yourselves and ourselves upon, in relation to or in connection with our contract with you either of us may give the other notice in writing of the existence of such question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within fourteen days of receipt of such notice, or some person appointed by the President for the time being of the Incorporated Law Society of Ireland.

12. LEGAL CONSTRUCTION AND JURISDICTION: Unless otherwise agreed in writing our contract with you shall in all respects be construed and operate as an Irish contract and in conformity with the law of the Republic of Ireland. The courts of the Republic of Ireland shall have jurisdiction in relation to our contract with you.

13. If any term or provision in these Conditions of Sale shall be held to illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of this agreement, but the validity and enforceability of the remainder of this agreement shall not be affected.

14. RETENTION OF TITLE

1. The property and the legal and beneficial ownership in the goods will only pass or be transferred to the Purchaser when:

1. the goods the subject of this contract, and
2. all other goods the subject of any other contract between the Purchaser and us, have been paid for in full

2. Until the property and the legal and beneficial ownership in the Goods has passed to the Purchaser in accordance with sub-clause 1, above,

1. the Purchaser is required to store the goods in such a way that they are clearly our property, and
2. we will be entitled to repossess the Goods from the Purchaser without prejudice to any further or other remedies we may have against the Purchaser under this or any other contract between us.

3. Notwithstanding the provisions of sub-clauses (1) and (2) above, the purchaser will be entitled to sellthe Goods to a third party within the framework of the normal carrying-on of its business and deliver them to such third party on condition that, in so far as the Purchaser has not fully discharged its indebtedness to us:

1. the Purchaser shall – as between itself and us – act as agent for us;
2. the proceeds of sale shall be held by the purchaser for our account;
3. the Purchaser shall transfer to us any claim it may have against such third party emanating from such transaction but without prejudice to any rights which we may have against the Purchaser.

CONDITIONS OF SALE (WHOLESALE SALES – USA) FRAGRANCES OF IRELAND (USA) INC., March 2022

1. GENERAL:
   1.1 We are Fragrances of Ireland (USA) Inc.(“FOIUSA”) a corporation registered in the state of Delaware with our registered office at 1013 Center Road, Suite 403S, Wilmington, DE 19805 and a business address of PO Box 92136, Pasadena, CA 91109.
   1.2 These Conditions of Sale (“Conditions”) will apply to any contract between us and you for the sale of products or goods (“Goods”). Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from us. Please note that by ordering any of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in them.
   1.3 These Conditions constitute the entire conditions of sale between our company and you and no other conditions of sale may be relied upon by you. They override any contrary, different or additional terms and conditions.
   1.4 For the avoidance of doubt, these Conditions arise in the context of our business relationship with you. A consumer relationship is not created between the parties and you do not act in any way with us as a consumer.
   1.5 All quotations are given, orders accepted and Goods and services supplied subject to the following terms and no addition thereto or variation thereof will be effective unless agreed in writing by us. The Company’s President has sole authority to amend or vary these terms. We reserve the right to decide whether or not to supply Goods, at our absolute discretion.
   
2. DESCRIPTION OF GOODS:
   2.1 Goods are only supplied in accordance with our standard specifications, copies of which are available on request.
   2.2 The images of the Goods on our website are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that your computer or devices display of the colours accurately reflects the color of the Goods. Any Goods that you purchase may vary slightly from these images.
   2.3 The packaging of the Goods may vary from that shown on images on our site.
   
3. PRICES AND CHARGES
   3.1 Unless otherwise stated, all prices and charges are exclusive of but subject to (where chargeable) sales tax;
   3.2 We reserve the right to increase the list prices for the Goods without notice.
   
4. CONDITIONS OF RESALE
   4.1 Any Goods supplied by us are for sale to end consumers at the purchaser’s place of business (or online if permitted under Section 5 of these Conditions) only and are not for re-sale to any other business.
   4.2 Any product samples provided to you may only be given out free of charge to your customers or to members of the public. It is a violation of these Conditions for you to sell, or offer for sale, any sample provided to purchaser.
   
5. STANDARDS OF RESELLER DISPLAY AND ONLINE SALES
   5.1 You accept the luxury nature of our brands and Goods. In order to preserve the proper allure, value and luxury image of our Goods and brands in resellers’ stores, we reserve the right to refuse to supply any customer whose display of our Goods or whose premises in general, do not meet normal high, creative and attractive standards of décor (exterior and interior), lighting, display, presentation, cleanliness, or whose staff do not meet similar high standards of presentation, cleanliness, friendliness and knowledge of our Goods or which project a low-cost or discounted image inconsistent with the luxury nature of our Goods or brands.
   5.2 You are expressly prohibited from re-selling our products on third-party marketplace websites including, but not limited to Amazon.com, Ebay.com and Walmart.com.
   5.3 Subject to section 5.4 below, all orders are accepted and supplied for the purpose of instore retail sale only and not for online sale.
   5.4 Only customers who already have a physical store legitimately stocking our Goods and complying with clause 5.1 may request approval from us to sell our Goods on their store’s website. Any such online sales and websites must meet and maintain the standards in 5.1 above, with such determination at the sole discretion of FOIUSA. It will be a breach of these Conditions for Customers to sell through such online sales or websites without obtaining prior written approval of FOIUSA and such breach may result in the Customer’s supply being discontinued. Online sales of our Goods are not permitted outside of the customer’s country (i.e. the USA). At all times, and without notice, FOIUSA reserves the right to revoke any approval granted under this section 5.4 if the customer’s website, in FOIUSA’s sole opinion, falls below the standards listed in section 5.1.
   5.5 For approved online sales, It is our policy to only supply purchasers that comply with our Minimum Advertised Price policy (“MAP Policy”) (to be found at https://fragrancesofireland.com/us/terms-and-conditions/ ) and we reserve the right to discontinue supply for non-observance of this. We do not discuss any conditions of acceptance related to the MAP Policy, as it is non-negotiable and will not be altered for any customer. We emphasize that nothing in our MAP Policy prevents any customer from selling the Goods below the minimum advertised price.
   
6. TERMS OF PAYMENT
   Unless otherwise stated all payments are due within 30 days of the invoice date. We reserve the right (without prejudice to any remedy) to cancel any uncompleted order or to suspend delivery in the event of any non-payment for previous or other orders.
   
7. LOSS OR DAMAGE OF GOODS IN TRANSIT
   We shall not be liable for any loss or damage (howsoever caused) to Goods during transit from our premises or the premises of our agents or suppliers to you, your representative or agent. Where we agree to deliver Goods on c.i.f. terms this is on condition that insurance is available at reasonable rates.
   
8. ACCEPTANCE
   You are deemed to have accepted the Goods in the condition that they were delivered if you re-sell the Goods (or part thereof) to a third party, within the terms of these Conditions , or you fail to, within seven days of delivery, give notice in writing to us that the Goods do not confirm to the contract description. The carrier’s record of delivery shall be conclusive with regard to the date of delivery unless the contrary can be proven.
   
9. WARRANTY & REPAIRS
   9.1 WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE GOODS TO YOU OR TO ANY OTHER PERSON. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
   9.2 We may, at our own option and expense repair or replace any Goods which have been delivered and which contain defects arising solely from faulty design, materials or workmanship, PROVIDED ALWAYS that defective Goods are promptly returned to us carriage paid unless otherwise arranged. For the avoidance of doubt, we will not repair or replace any second hand goods, or Goods in cases where repairs or alterations have been carried out without our approval. In the case of Goods supplied but not manufactured by us our sole responsibility will be to give you the same warranty as given to us by our supplier, PROVIDED ALWAYS that we will not be under any obligation to pay any liability or expense greater than the amount which we recover from our supplier.
   
10. LIABILITY
    OUR LIABILITY IF ANY, FOR DAMAGES ARISING FROM OR RELATING TO ALLEGEDLY DEFECTIVE, BROKEN OR DAMAGED GOODS WILL BE LIMITED TO THE ACTUAL PRICE PAID BY YOU FOR SUCH GOODS. THE LIABILITY OF FOIUSA, IF ANY, FOR ANY OTHER DAMAGES WILL ONLY ARISE FOR DAMAGES CAUSED BY FOIUSA’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. THE BURDEN OF PROOF LIES WITH YOU IN ALL CASES. FOIUSA WILL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND THAT YOU OR OTHERS MAY SUFFER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR REVENUES OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO FOIUSA’S PERFORMANCE HEREUNDER, ITS PRODUCTS OR SERVICES, EVEN IF FOIUSA KNEW OR SHOULD HAVE KNOWN OF THE POTENTIAL FOR ANY SUCH DAMAGES.
    
11. EVENTS OUTSIDE OUR CONTROL 11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
    11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport. 11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a contract: a) we will contact you as soon as reasonably possible to notify you; and b) our obligations under such Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. Where an Event Outside Our Control lasts for more than six months we may, in our sole discretion, terminate any such contract without penalty or liability by refunding you any amounts or deposits paid, less our reasonable expenses.
    
12. ARBITRATION
    Any dispute, claim or controversy arising out of or relating to the commercial relationship between the parties, or to these Conditions of Sale, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in New York before one arbitrator. The arbitration will be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause does not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHTS TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR AN ADMINISTRATIVE PROCEEDING OR TO SETTLE ANY SUCH DISPUTES. IN RELATION TO THE ABOVE DESCRIBED CLAIMS, DISPUTES, AND CONTROVERSIES, YOU ALSO AGREE TO GIVE UP ANY RIGHT YOU MAY HAVE (1) TO BRING A CLASS OR COLLECTIVE ACTION LAWSUIT OR CLASS OR COLLECTIVE ACTION ARBITRATION, OR PARTICIPATE IN EITHER AS A CLAIMANT, OR (2) TO CONSOLIDATE ANY ARBITRATION WITH THE ARBITRATION OF OTHERS.
    
13. GOVERNING LAW: Delaware law, without regard to its choice-of-law provisions, governs these Conditions of Sale.
    
14. SEVERABILITY. If any term or provision in these Conditions of Sale is be held to illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part will to that extent be deemed not to form any part of this agreement, but the validity and enforceability of the remainder of this agreement will not be affected.
    
15. RETENTION OF TITLE
    15.1 The property and the legal and beneficial ownership in the Goods will only pass or be transferred to the purchaser when the Goods the subject of this contract, and all other goods the subject of any other contract between the purchaser and us, have been paid for in full.
    15.2 Until the property and the legal and beneficial ownership in the Goods has passed to the Purchaser in accordance with sub-clause 15.1, above,
    (a) the purchaser is required to store the Goods in such a way that they are clearly our property, and
    (b) we will be entitled to repossess the Goods from you without prejudice to any further or other remedies we may have against you under this or any other contract between us.
    15.3 Notwithstanding the provisions of 15.1 and 15.2 above, you will be entitled to sell the Goods to a third party within the framework of the normal carrying-on of its business and deliver them to such third party on condition that, in so far as you have not fully discharged your indebtedness to us:
    (a) you shall – as between you and us – act as agent for us;
    (b) the proceeds of sale will be held by you for our account;
    (c) you will transfer to us any claim you may have against such third party emanating from such transaction but without prejudice to any rights which we may have against you.
    
16. INTELLECTUAL PROPERTY
    16.1 All Products and designs, including but not limited to manufacturing drawings and samples supplied by FOIUSA are protected by intellectual property rights, namely copyright, trademark, trade secret, design patent, and patent rights, which are held exclusively by FOIUSA and/or its affiliates.
    16.2 You are entitled to the restrictive use of the FOIUS brands (“the FOI Brands”) and the associated trademarks and trade dress affixed to the Products (the “FOI Marks”) or their packaging in their unchanged and originally packaged form, in order to identify the Products. By doing so, you do not acquire any rights to the FOI Brands or FOI Marks, or any other proprietary material of FOIUSA or its affiliates. You undertake to refrain from any other use of the FOI Brands or FOI Marks, and any other proprietary material of FOIUSA or its licensors.
    16.3. You undertake not to use, display, or make publicly visible any marks or signs that are likely to be confused with those of FOIUSA and/or its affiliates, any of the FOI Brands or FOI Marks, or to make an application in any jurisdiction for protection of the same in whatever form.
    16.4. Any and all materials and related documentation FOIUSA provides to you hereunder or through any contract together with any and all rights, titles and interests in the intellectual property, including but not limited to the FOI Brands, the FOI Marks, or any other proprietary material of FOI and/or its and/or its affiliates including copyright, in and arising from the Goods, vested therein or related thereto remain the sole and exclusive property of FOIUSA and/or its affiliates.
    16.5. Documents such as catalogs, brochures, illustrations, photos, videos and the like, as well as samples and designs, remain at all times the intellectual property of FOIUSA and/or its affiliates, protected by the relevant statutory and common law provisions regarding reproduction, imitation, competition, etc. You undertake not to make such material and documents available to third parties, either in whole or in part, without the prior written authorization of FOIUSA, or to use them for any purpose apart from the purpose for which they were provided to it. In case an authorization is granted allowing you to make such material and documents available to third parties, you will be obliged to impose all obligations arising out of the Terms of Sale upon such third party. You remain liable to FOIUSA for any acts or omissions of such third party, and will shall hold FOIUSA harmless from any and all claims and expenses (including reasonable attorney’s fees) arising out of or related to any such acts or omissions.
    16.6. Any use of brand names or of any intellectual property rights of FOIUSA or of FOIUSA’s licensors, including but not limited to the FOI Brands or FOI Marks, on social media platforms such as Facebook, Twitter, Instagram etc. is only permitted upon FOIUSA‘s prior written approval.

CONDITIONS OF SALE (WHOLESALE SALES – CANADA) FRAGRANCES OF IRELAND LIMITED, October 2022

1. GENERAL:
   
   1.1 We are Fragrances of Ireland Limited (“FOI”) a company registered in the Republic of Ireland with our registered office at Jameson’s Corner, Kilmacanogue, Co. Wicklow A98 W599, IRELAND.
   
   1.2 These Conditions of Sale (“Conditions”) will apply to any contract between us and you for the sale of products or goods (“Goods”). Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from us. Please note that by ordering any of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in them.
   
   1.3 These Conditions constitute the entire conditions of sale between our company and you and no other conditions of sale may be relied upon by you. They override any contrary, different or additional terms and conditions.
   
   1.4 For the avoidance of doubt, these Conditions arise in the context of our business relationship with you. A consumer relationship is not created between the parties and you do not act in any way with us as a consumer.
   
   1.5 All quotations are given, orders accepted and Goods and services supplied subject to the following terms and no addition thereto or variation thereof will be effective unless agreed in writing by us. The Company’s Managing Director has sole authority to amend or vary these terms. We reserve the right to decide whether or not to supply Goods, at our absolute discretion.
   
2. DESCRIPTION OF GOODS:
   
   2.1 Goods are only supplied in accordance with our standard specifications, copies of which are available on request.
   
   2.2 The images of the Goods on our website and catalogues are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer or devices or print copies display of the colours accurately reflects the colour of the Goods. Any Goods that you purchase may vary slightly from these images.
   
   2.3 The packaging of the Goods may vary from that shown on images on our site.
   
3. PRICES AND CHARGES
   
   3.1 Unless otherwise stated, all prices and charges are exclusive of but subject to (where chargeable) sales tax;
   
   3.2 We reserve the right to increase the list prices for the Goods without notice.
   
4. CONDITIONS OF RESALE
   
   4.1 Any Goods supplied by us are for sale to end consumers at the purchaser’s place of business (or online if permitted under Section 5 of these Conditions) only and are not for re-sale to any other business.
   
   4.2 Any product samples or testers provided to you may only be given out free of charge to/by your customers or to members of the public. It is a violation of these Conditions for you to sell, or offer for sale, any sample or tester provided to purchaser. The cost of such samples and testers is included in the prices we charge for saleable Goods.
   
5. STANDARDS OF RESELLER DISPLAY AND ONLINE SALES
   
   5.1 You accept the luxury nature of our brands and Goods. In order to preserve the proper allure, value and luxury image of our Goods and brands in resellers’ stores, we reserve the right to refuse to supply any customer whose display of our Goods or whose premises in general, do not meet normal high, creative and attractive standards of décor (exterior and interior), lighting, display, presentation, cleanliness, or whose staff do not meet similar high standards of presentation, cleanliness, friendliness and knowledge of our Goods or which project a low-cost or discounted image inconsistent with the luxury nature of our Goods or brands.
   
   5.2 You are expressly prohibited from re-selling our products on third-party marketplace websites including, but not limited to Amazon.com, Ebay.com and Walmart.com.
   
   5.3 Subject to section 5.4 below, all orders are accepted and supplied for the purpose of instore retail sale only and not for online sale.
   
   5.4 Only customers who already have a physical store legitimately stocking our Goods and complying with clause 5.1 may request approval from us to sell our Goods on their store’s website. Any such online sales and websites must meet and maintain the standards in 5.1 above, with such determination at the sole discretion of FOI. It will be a breach of these Conditions for Customers to sell through such online sales or websites without obtaining prior written approval of FOI and such breach may result in the Customer’s supply being discontinued. Online sales of our Goods are not permitted outside of the customer’s country (i.e. Canada). At all times, and without notice, FOI reserves the right to revoke any approval granted under this section 5.4 if the customer’s website, in FOI’s sole opinion, falls below the standards listed in section 5.1.
   5.5 For approved online sales, It is our policy to only supply purchasers that comply with our Minimum Advertised Price policy (“MAP Policy”) (to be found at https://fragrancesofireland.com/us/terms-and-conditions/) and we reserve the right to discontinue supply for non-observance of this. We do not discuss any conditions of acceptance related to the MAP Policy, as it is non-negotiable and will not be altered for any customer. We emphasize that nothing in our MAP Policy prevents any customer from selling the Goods below the minimum advertised price.
   
6. TERMS OF PAYMENT
   
   Unless otherwise stated all payments are due within 30 days of the invoice date. We reserve the right (without prejudice to any remedy) to cancel any uncompleted order or to suspend delivery in the event of any non-payment for previous or other orders.
   
7. LOSS OR DAMAGE OF GOODS IN TRANSIT
   
   We shall not be liable for any loss or damage (howsoever caused) to Goods during transit from our premises or the premises of our agents or suppliers to you, your representative or agent. Where we agree to deliver Goods on c.i.f. terms this is on condition that insurance is available at reasonable rates.
   
8. ACCEPTANCE
   
   You are deemed to have accepted the Goods in the condition that they were delivered if you re-sell the Goods (or part thereof) to a third party, within the terms of these Conditions, or you fail to, within seven days of delivery, give notice in writing to us that the Goods do not confirm to the contract description. The carrier’s record of delivery shall be conclusive with regard to the date of delivery unless the contrary can be proven.
   
9. WARRANTY & REPAIRS
   
   9.1 WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE GOODS TO YOU OR TO ANY OTHER PERSON. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
   9.2 We may, at our own option and expense repair or replace any Goods which have been delivered and which contain defects arising solely from faulty design, materials or workmanship, PROVIDED ALWAYS that defective Goods are promptly returned to us carriage paid unless otherwise arranged. For the avoidance of doubt, we will not repair or replace any second hand goods, or Goods in cases where repairs or alterations have been carried out without our approval. In the case of Goods supplied but not manufactured by us our sole responsibility will be to give you the same warranty as given to us by our supplier, PROVIDED ALWAYS that we will not be under any obligation to pay any liability or expense greater than the amount which we recover from our supplier.
   
10. LIABILITY
    
    OUR LIABILITY IF ANY, FOR DAMAGES ARISING FROM OR RELATING TO ALLEGEDLY DEFECTIVE, BROKEN OR DAMAGED GOODS WILL BE LIMITED TO THE ACTUAL PRICE PAID BY YOU FOR SUCH GOODS. THE LIABILITY OF FOI, IF ANY, FOR ANY OTHER DAMAGES WILL ONLY ARISE FOR DAMAGES CAUSED BY FOI’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT. THE BURDEN OF PROOF LIES WITH YOU IN ALL CASES. FOI WILL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND THAT YOU OR OTHERS MAY SUFFER, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR REVENUES OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO FOI’S PERFORMANCE HEREUNDER, ITS PRODUCTS OR SERVICES, EVEN IF FOI KNEW OR SHOULD HAVE KNOWN OF THE POTENTIAL FOR ANY SUCH DAMAGES.
    
11. EVENTS OUTSIDE OUR CONTROL
    
    11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
    
    11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks, or impossibility of the use of shipping, aircraft, motor transport or other means of public or private transport.
    
    11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a contract: a) we will contact you as soon as reasonably possible to notify you; and b) our obligations under such Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. Where an Event Outside Our Control lasts for more than six months we may, in our sole discretion, terminate any such contract without penalty or liability by refunding you any amounts or deposits paid, less our reasonable expenses.
    
12. ARBITRATION
    
    If any dispute, claim or controversy arises between the parties hereto regarding the commercial relationship between the parties, or these Conditions of Sale, or alleged breach, termination, enforcement, interpretation or validity thereof, including determination of the scope or applicability of this section 12 regarding arbitration, the parties agree to resolve the dispute, claim or controversy by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario, and parties may attend virtually by way of on-line videoconference, if required. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHTS TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR AN ADMINISTRATIVE PROCEEDING OR TO SETTLE ANY SUCH DISPUTES. IN RELATION TO THE ABOVE DESCRIBED CLAIMS, DISPUTES, AND CONTROVERSIES, YOU ALSO AGREE TO GIVE UP ANY RIGHT YOU MAY HAVE (1) TO BRING A CLASS OR COLLECTIVE ACTION LAWSUIT OR CLASS OR COLLECTIVE ACTION ARBITRATION, OR PARTICIPATE IN EITHER AS A CLAIMANT, OR (2) TO CONSOLIDATE ANY ARBITRATION WITH THE ARBITRATION OF OTHERS
    
13. GOVERNING LAW
    
    Laws of the Province of Ontario, without regard to its choice-of-law provisions, governs these Conditions of Sale.
    
14. SEVERABILITY
    
    If any term or provision in these Conditions of Sale is be held to illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part will to that extent be deemed not to form any part of this agreement, but the validity and enforceability of the remainder of this agreement will not be affected.
    
15. RETENTION OF TITLE
    
    15.1 The property and the legal and beneficial ownership in the Goods will only pass or be transferred to the purchaser when the Goods the subject of this contract, and all other goods the subject of any other contract between the purchaser and us, have been paid for in full.
    
    15.2 Until the property and the legal and beneficial ownership in the Goods has passed to the Purchaser in accordance with sub-clause 15.1, above,
    a) the purchaser is required to store the Goods in such a way that they are clearly our property, and
    b) we will be entitled to repossess the Goods from you without prejudice to any further or other remedies we may have against you under this or any other contract between us.
    
    15.3 Notwithstanding the provisions of 15.1 and 15.2 above, you will be entitled to sell the Goods to a third party within the framework of the normal carrying-on of its business and deliver them to such third party on condition that, in so far as you have not fully discharged your indebtedness to us:
    a) you shall – as between you and us – act as agent for us;
    b) the proceeds of sale will be held by you for our account;
    c) you will transfer to us any claim you may have against such third party emanating from such transaction but without prejudice to any rights which we may have against you.
    
16. INTELLECTUAL PROPERTY
    
    16.1 All Products and designs, including but not limited to manufacturing drawings and samples supplied by FOI are protected by intellectual property rights, namely copyright, trademark, trade secret, design patent, and patent rights, which are held exclusively by FOI and/or its affiliates.
    
    16.2 You are entitled to the restrictive use of the FOI’s brands (“the FOI Brands”) and the associated trademarks and trade dress affixed to the Products (the “FOI Marks”) or their packaging in their unchanged and originally packaged form, in order to identify the Products. By doing so, you do not acquire any rights to the FOI Brands or FOI Marks, or any other proprietary material of FOI or its affiliates. You undertake to refrain from any other use of the FOI Brands or FOI Marks, and any other proprietary material of FOI or its licensors.
    
    16.3. You undertake not to use, display, or make publicly visible any marks or signs that are likely to be confused with those of FOI and/or its affiliates, any of the FOI Brands or FOI Marks, or to make an application in any jurisdiction for protection of the same in whatever form.
    
    16.4. Any and all materials and related documentation FOI provides to you hereunder or through any contract together with any and all rights, titles and interests in the intellectual property, including but not limited to the FOI Brands, the FOI Marks, or any other proprietary material of FOI and/or its and/or its affiliates including copyright, in and arising from the Goods, vested therein or related thereto remain the sole and exclusive property of FOI and/or its affiliates.
    
    16.5. Documents such as catalogs, brochures, illustrations, photos, videos and the like, as well as samples and designs, remain at all times the intellectual property of FOI and/or its affiliates, protected by the relevant statutory and common law provisions regarding reproduction, imitation, competition, etc. You undertake not to make such material and documents available to third parties, either in whole or in part, without the prior written authorization of FOI, or to use them for any purpose apart from the purpose for which they were provided to it. In case an authorization is granted allowing you to make such material and documents available to third parties, you will be obliged to impose all obligations arising out of the Terms of Sale upon such third party. You remain liable to FOI for any acts or omissions of such third party, and will shall hold FOI harmless from any and all claims and expenses (including reasonable legal fees) arising out of or related to any such acts or omissions.
    
    16.6. Any use of brand names or of any intellectual property rights of FOI or of FOIs licensors, including but not limited to the FOI Brands or FOI Marks, on social media platforms such as Facebook, Twitter, Instagram etc. is only permitted upon FOIs prior written approval.