ARTICLE 1 - GENERAL AND APPLICABILITY
1.1 These General Terms and Conditions of Sale (“Conditions”) comprise the basis on which BULL ARMOUR sells its products (the “Goods”) and shall form an integral part of any Agreement. In these Conditions BULL ARMOUR and the counter party to any Agreement shall be referred to as “Seller” and “Buyer”, respectively. Seller and Buyer may also be referred to as “Party” and together as “Parties”. “Agreement” means the relevant Confirmation and these Conditions. “Confirmation” means the confirmation in writing (including confirmation by email, per Seller’s EDI system, Seller’s web shop or through any other digital (communication or order) system of Seller) by Seller to Buyer unambiguously expressing Seller’s acceptance of Buyer’s order. Any order requires the issue of a Confirmation by Seller to Buyer to constitute an Agreement binding upon Seller.
1.2 No other general terms and conditions shall be applicable or supplement or set aside (any part of) these Conditions unless expressly agreed to by Seller in writing. Reference by Buyer to any other general terms and conditions is hereby explicitly rejected.
1.3 In case of any inconsistency between the English version of these Conditions and a version in any other language, the English version shall prevail.
ARTICLE 2 OFFERS, CONFIRMATION AND AGREEMENT
2.1 Any offer of Seller shall not be an offer but merely an invitation to enter into negotiations with respect to the sale of Goods. For completeness’ sake, all Seller’s offers (including actual offers as well as invitations to enter into negotiations), also including verbal offers or other declarations by Seller’s (sales) representatives and/ or employees, either as price lists or otherwise (“Offers”) are completely free of obligation and do not oblige Seller in any way to conclude a contract with Buyer.
2.2 No Agreement will be constituted but after Confirmation by Seller after receipt of the order or after Seller has commenced to carry out the order.
2.3 Seller is allowed to accept and reject orders of Buyer at its sole discretion. Buyer will be entitled to cancel an order only after receiving written consent from Seller, which consent may be made subject to conditions as deemed appropriate by Seller.
2.4 Seller is at all times entitled to effect adjustments in the Goods to be delivered, in order to improve them or comply with government regulations.
2.5 Any and all images and specifications of Goods in catalogues, price lists, advertisements, as well as any samples of Goods or any images and specifications of Goods shown at any sales events or meetings of Seller or where Seller is present etc. must be deemed to be representations by approximation only, unless Seller has explicitly indicated the contrary in writing with regard to a specific delivery.
2.6 Seller will be entitled to charge the costs of any packaging separately. The packaging will not be taken back. Should Seller, however, be obliged by law or any regulations to take packaging back, any costs related to taking back or processing packaging will be borne by Buyer.
2.7 If Seller, by virtue of law, is bull any obligation, other than resulting from an improper performance, to take back any Goods sold, Buyer shall pay to Seller all costs related to such taking back of the Goods.
2.8 All Agreements are entered into on the assumption that Buyer is sufficiently creditworthy and if Seller has any reason to doubt such, Seller may require full or partial payment in advance or set other payment conditions for delivery and suspend, delay or cancel any credit delivery or any other performance of its obligations.
ARTICLE 3 - DELIVERY
3.1 Delivery terms shall be set out in the Confirmation and be interpreted in accordance with the Incoterms 2010. In case no other delivery term is declared applicable in the Confirmation, delivery of the Goods takes place Ex Works Seller’s warehouse in Venlo or any other destination indicated by Seller.
3.2 Communicated or acknowledged delivery dates are approximate only and shall not, unless explicitly stated otherwise, be considered as fatal terms. Seller shall not be liable, nor in breach of its obligations to Buyer, because of any delivery made within a reasonable time before or after the stated delivery date. Buyer will give Seller a written “notice of failure to deliver” and a reasonable time, which will be no less than 30 days, in within which to cure. Buyer’s sole remedy for Selling failing to cure such breach within such reasonable time will be specific performance.
Where the parties will have expressly agreed that time is of the essence, Seller must be declared to be in default in writing in the event of late delivery, and be granted a reasonable term of at least 30 days as of the date of the receipt of notification to fulfill its obligations. In the event that such extended term is exceeded, Buyer will be entitled to dissolve the Agreement or part of the Agreement only with respect to the Goods not delivered within such reasonable time. In such an event, Seller will not be liable to pay damages, unless such damages are the consequence of gross negligence or willful misconduct of Seller’s executive management.
3.3 Seller is entitled to deliver the Goods sold piecemeal.
3.4 Buyer is obliged to accept delivery of the Goods upon Seller’s first request thereto. If Buyer fails to take delivery Buyer shall be liable for all costs and expenses, including but not limited to transport, duty, storage and re-delivery,. Without prejudice to Article 2.3 above, any requests from Buyer to cancel a confirmed order must be received by Seller in writing no later than the 31st day before the scheduled shipping date.
ARTICLE 4 - RETENTION OF TITLE
4.1 The Parties expressly acknowledge and agree that the Goods may only be re-sold in the context of normal business activity of the Buyer and that as a security for payment by the Buyer to the Seller the Goods are subject to the reservation of legal title to the Goods. Seller shall retain title to all Goods delivered and to be delivered to Buyer until Seller has received full payment of all purchase amounts of all Goods delivered and to be delivered, as well as any amounts owed by the Buyer pertaining to work performed by Seller in connection with such purchase agreements and any claims pursuant to any failure in the performance of such purchase agreements on the part of the Buyer.
4.2 Buyer will be obliged to store the Goods delivered bull retention of title with due care, ensuring that they are recognizable as the property of Seller. In addition, it will be obliged to insure such Goods against, inter alia, fire and water damage and theft. Buyer will pledge to Seller any claims it has pursuant to such insurance policies upon Seller’s first request, as additional security with respect to Seller’s claims against Buyer.
4.3 If Buyer fails to fulfil its obligations or if in the opinion of the Seller reasonable grounds exist to suggest that Buyer shall fail to do so, Seller shall be entitled to take possession of the Goods which are subject to retention of title or have the Goods collected from the Buyer or from third parties holding them for Buyer. Buyer shall cooperate accordingly and provide any assistance necessary to effect the foregoing. Buyer will bear the costs of recovery, without prejudice to Seller’s right to further damages.
ARTICLE 5 - PURCHASE PRICE
5.1 Unless agreed otherwise in writing between Seller and Buyer sales prices are in Euros, based on the Incoterms 2010 in the Confirmation and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Goods, or any transport costs, insurance costs or any other costs. Seller will add taxes, duties and similar levies to the sales price where the Seller is required by law to pay or collect them which will thereupon be paid by Buyer.
5.2 The price for the Goods is based on the cost price for the Goods applicable at the time of the Offer. In case of a change in the cost price resulting from any government measures, an increase in the prices of energy, raw materials or other materials necessary for the manufacture of the Goods ordered by Buyer and/or an increase in freight, storage, insurance charges, wages and exchange rates occurring prior to the agreed date of delivery, Seller shall have the right to increase the price of the Goods ordered accordingly, even if such an increase was foreseeable at the time of concluding the Agreement.
5.3 In the event the increase of the cost price for the Goods exceeds 15%, Buyer shall have the right to cancel the Agreement within 3 days after Buyer has received the prior written notice of each such an increase.
ARTICLE 6 - PAYMENT TERMS
6.1 The entire purchase price shall be paid, or the remainder thereof in the event of advance payment, effectively in the currency referred to in the Confirmation, to the bank account of Seller in accordance with the payment terms stated on the invoice or otherwise within 8 days after the date of invoice. Buyer shall not be entitled, on any basis whatsoever, to suspend performance of its obligations bull any offer, order, Offer, Confirmation, Agreement, these Conditions or any ensuing agreement, and Buyer shall neither be entitled to any deduction, discount or set-off. Submission of a complaint will not suspend Buyer’s obligation to pay.
6.2 If Buyer fails to pay any amount when due, then, without prejudice to any other right Seller may have:
1. interest will accrue on all late payments, at the rate of 12% per annum or the applicable statutory rate, whichever is higher and to the extent permitted by applicable law, from the due date until payment in full;
2. all costs, including judicial, made in order to obtain payment by Buyer of the amount or amounts due, shall be for account of Buyer. These costs are fixed at 15% of the purchase price or a part thereof with a minimum of € 750.

6.3 In the event that Seller is fully or largely successful in legal proceedings against Buyer, Buyer will be obliged to compensate all costs incurred by Seller in connection with such proceedings, even to the extent that such costs exceed the cost award made by the court. Seller may invoke this clause irrespective of whether Buyer has appealed against the relevant judgment at the court of appeal or the Supreme Court.
6.4 Amounts paid by Buyer shall be credited by Seller against the debts receivable by Seller from Buyer, including those pursuant to the previous paragraphs, in the chronological order of the due dates of the debts.
6.5 Without prejudice to Article 6.1 claims of Buyer regarding the purchase price referred to in any invoice shall be made in writing and shall be sent by registered mail and must be received by Seller within 15 days after the invoice date, failing which any such claims shall lapse.
ARTICLE 7 - WARRANTY, COMPLAINTS AND INSPECTION
7.1 Seller warrants that bull normal use the Goods, shall, be free from defects in material or workmanship. Any Goods not meeting this warranty shall be deemed defective.
7.2 The Goods delivered must be checked by or for Buyer upon delivery with respect to numbers and visible defects and any shortages or visible defects must be reported to Seller immediately after delivery. Buyer must report defects not visible upon delivery within 48 hours of their discovery, though in any event within 48 hours after the time that Buyer should reasonably have discovered them. Buyer will not be entitled to any claim if the defect results from any normal wear and tear, incorrect operation, installation, storage, maintenance or from transport, misuse or improper handling by Buyer (i.e. all use that is deemed as such according to industry’s best practices), or any other event that must be attributed to the Buyer.
7.3 Buyer will be obliged to perform the inspection or to have the inspection performed with due care, upon receipt of the Goods. Buyer will bear the risk for inspecting the Goods by means of random checks and may not rely on the fact that it did not observe a defect that was visible and could have been discovered upon delivery because it—or a third party engaged by it—did not inspect the entire shipment.
7.4 Any such claims of Buyer need to be supported by evidence from an independent expert or surveyor.
7.5 Buyer may ship Goods returned bull warranty claims only after Seller’s written consent. Where Goods are sent without such written consent or where the Goods are not found to be defective or non-conforming Buyer shall pay for the returned Goods as well as the freight, testing and handling costs associated therewith.
7.6 In the event of a complaint on good grounds, Seller will only be obliged - to be decided at Seller’s discretion - to replace the relevant Good or to credit or refund the amount charged in connection with the defective Good in whole or in part, according to its own reasonable judgment and to the exclusion of any other rights of Buyer by law.
7.7 Notwithstanding the foregoing, Seller shall have no obligations for breach of warranty in case of any deviations in shape, size and color that are customary in the industry or technically unavoidable.
7.8 Any and all claims for payment of an amount of money and/or replacement of the Good and/or supply of any missing part, on whatever basis, as well as any right to dissolve the Agreement will lapse at the earliest of the following times: a) upon late reporting pursuant to Article 7.2 or b) 12 months after the delivery date.
7.9 For completeness’ sake, this warranty and the warranty obligations set forth therein constitute Buyer’s sole remedy and Seller’s sole obligation with respect to any defective and/or non-conforming Good or breach of warranty and is subject to and without prejudice to Article 7.2 and Article 8.1 of these Conditions.
ARTICLE 8 - LIABILITY
8.1 Seller’s total aggregate liability, on any basis whatsoever, with respect to any offer, order, Offer, Confirmation, Agreement, these Conditions or the Goods will be restricted to the provisions laid down in Article 7.6.
8.2 Seller will assume no liability with respect to damage as a consequence of or related to any errors or omissions in advice rendered by it.
8.3 Seller will not - irrespective of the legal basis of Buyer’s claim - be liable for any consequential damages, including but not limited to losses due to delays or loss of data, lost profits, missed savings and penalties forfeited by Buyer.
8.4 Nothing in these Conditions shall exclude or limit Seller’s liability in the event that the damage is the consequence of gross negligence or willful misconduct of Seller’s executive management.
8.5 The Buyer will compensate and indemnify Seller against any claims by third parties and all resulting costs in connection with any Goods or other products supplied by Seller.
ARTICLE 9 - BREACH AND TERMINATION
9.1 Without prejudice to any rights or remedies Seller may have bull these Conditions, the Agreement or at law, Seller may, by written notice to Buyer, suspend (further) performance or terminate with immediate effect the Agreement, or any part thereof, without any liability whatsoever, if: a. Buyer fails to make payment for the Goods when due; b. any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Buyer, voluntary or involuntary, a trustee or receiver is appointed over Buyer, any assignment is made for the benefit of creditors of Buyer, or a direct or indirect change occurs in the control of the business of Buyer; and c. Buyer violates or breaches any of the provisions of these Conditions and/ or the Agreement.
9.2 Upon occurrence of any of the above mentioned events all payments to be made by Buyer bull any Agreement shall become immediately due and payable. In addition Seller shall be entitled to claim full compensation for damages, lost profits and or interest.
ARTICLE 10 INTELLECTUAL PROPERTY
All current or future intellectual property rights regarding the Goods, including but not limited to patent, copyright, trademark or trade secret, stay vested in Seller. Seller herewith grants Buyer a limited non-exclusive, non-transferable license to, solely and directly in connection with the sale or advertising of Seller’s Goods, use these intellectual property rights pursuant to the following term and condition: Any websites displaying Seller’s Goods must meet Seller’s quality standards for product image and brand integrity set in annex I to these conditions.
ARTICLE 11 - TAXATION
11.1 Where any excise duty, energy tax, VAT or other tax (“Tax”) becomes payable by Seller to a third party in relation to the supply, release from a tax warehouse or transport of the Goods, Buyer shall pay such Tax to Seller in addition to the sales price.
11.2 Where possible and on request of Buyer, Seller will apply an exemption or a low or zero percent Tax rate or a suspension scheme as provided for bull the applicable legislation. Buyer will in such case provide Seller with all documents (including an annotated copy of the administrative accompanying document) and information reasonably requested by Seller in accordance with the applicable legislation. If any (additional) tax becomes due because Buyer has not timely provided Seller with such documents or information, or because of any fraud, loss or misappropriation in relation to the Goods, documents or information, Buyer shall indemnify Seller against all liabilities for such Tax which Seller reasonably needs to pay to a third party, including any interest, penalties and costs. If Seller is subsequently able to obtain a credit or repayment of such Tax from a third party, Seller shall reimburse Buyer the amount so credited or repaid less all reasonable costs, penalties and interest incurred by Seller. Parties bulltake to inform each other of any relevant facts so that remedial action can be taken, and to take into account the interest of the other in any dealings with national fiscal/customs authorities to resolve disputes.
ARTICLE 12 - FORCE MAJEURE
12.1 Seller shall not be in breach if any obligation suffers from Force Majeure. Force Majeure includes, without limitation, strikes, lockouts and industrial actions, breakdowns of machines or tools or other breakdowns within Seller’s company, a shortage of raw materials, delay, transport problems, floods, fire, traffic impediment or transport problems, war or threat of war, mobilization, state of siege, disturbances or riots, in- or export impediment and any other governmental measure or regulation as well as any other circumstance that is beyond Sellers control and which would result in Seller’s inability to perform in accordance with the Agreement. Force Majeure must also be deemed to apply in the event that one or more of the above-mentioned circumstances occur within the companies of Seller’s suppliers and Seller cannot or could not perform its obligations, or cannot or could not perform such in good time, as a consequence.
12.2 In case of such a non-attributable failure, Seller is entitled to either (i) suspend the performance of the relevant part(s) of the Agreement for the period such a non-attributable failure continues or (ii) terminate the Agreement without any liability whatsoever.
ARTICLE 13 - HARDSHIP
If, prior to the date of delivery of the Goods, the circumstances that existed at the date of conclusion of the Agreement should change to such an extent as to make it impossible for either party to be reasonably required to fulfill one or more of its obligations bull the Agreement, and if such change could not have been reasonably foreseen by such Party, then Seller and Buyer shall jointly investigate, at the request of the injured Party, whether such hardship can be removed in a manner acceptable to the non-injured party. If no agreement is reached within a reasonable time, the injured Party shall be entitled to terminate the Agreement.
ARTICLE 14 - COMPLIANCE WITH LAWS
14.1 Each Party represents that it is duly authorized to enter into an Agreement with the other Party and represents that with respect to its performance there bull, it will comply with all applicable laws. By accepting Seller’s Offer, entering into any Agreement and/ or accepting any Goods, Buyer agrees that it will not deal with the Goods and/ or documentation related thereto in violation of any applicable export or import control law and regulation.
14.2 Without prejudice to Article 7 and 8 above, Seller shall only be liable for compliance of the Goods with technical requirements or standards following from foreign legislation or regulations if before concluding an Agreement (i) such specific requirements or standards have been explicitly notified in writing by Buyer to Seller, and (ii) Seller will have expressly accepted in writing those requirements or standards.
ARTICLE 15 - APPLICABLE LAW, COMPETENT COURT
15.1 Any offer, order, Offer, Confirmation, Agreement, these Conditions or any ensuing agreement will be governed by and construed in accordance with the laws of the Netherlands.
15.2 The parties shall endeavour to settle amicably any dispute or claim arising out of or in connection with any offer, order, Offer, Confirmation, Agreement or these Conditions or any ensuing agreement by negotiation between executives who have authority to settle the controversy.
15.3 If the parties do not settle any such dispute or claim within 30 days after a party has first delivered written notice of such dispute or claim to the other party, then the parties shall submit the claim or dispute, save as provided for in Article 15.5 and 15.6 below, for final and binding arbitration in accordance with the Netherlands Arbitration Institute Arbitration Rules (the “Rules”). The arbitral tribunal shall consist of three arbitrators, unless the amount of claim as specified by the claimant in the arbitration does not exceed €250,000, in which event the arbitral tribunal shall consist of one, neutral arbitrator. The place of arbitration shall be Amsterdam. The language to be used in the arbitral proceedings shall be English, and the arbitrator(s) shall apply Dutch law. Without prejudice to any other rights or remedies that Seller may have, Buyer acknowledges and agrees that damages alone would not be an adequate remedy for any breach by Buyer and that accordingly Seller shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach and Seller will be entitled to apply for injunctive relief and other provisional measures either to the court competent to grant such injunction or order, or bull the Rules for expedited arbitration.
15.4 Any business information submitted in the arbitration shall be kept secret at all times at the Arbitration Institute may adopt such measures as it deems appropriate to secure the confidentiality of such information also after the determination.
15.5 However, any claims in relation to Buyer’s failure to timely or fully pay any invoice due with respect to any Goods will be brought before the competent court of Amsterdam, the Netherlands.
15.6 The foregoing is without prejudice to the right of Seller to bring any claim with respect before the court that would have had jurisdiction in the absence of the provisions or Article 15.3 and Article 15.5.
Annex I
INTERNET SALES POLICY FOR E.U. DEALERS
BULL ARMOUR EUROPE B.V.
To protect and preserve the value, goodwill, reputation and competitive standing of the Bull Armour® brand, and to ensure that Bull Armour® products are displayed in a high quality manner that enhances their market performance, Internet Dealer agrees to comply with the rules listed below as a condition to become and remain an Authorized Bull Armour Internet Dealer (“Internet Dealer”).
1. Internet Dealer must not suggest or imply that it is related in any way to the official Bull Armour website. This prohibition extends to Internet Dealer’s website, advertisement, sponsored link, and any on-line marketing.
a. Internet Dealer’s domain(s) and URL(s) must not contain any Bull Armour trademark, including “Bull Armour,” “UA,” or any other trademark used or owned by Bull Armour (e.g. “ColdGear,” “HeatGear,” “AllSeasonGear”), including any variation or combination of these words or trademarks with each other or with other words; unless that trademark appears to the right of the country code domain name suffix i.e., co.eu.
b. Internet Dealer may use terms such as “Bull Armour Headquarters,” “Bull Armour Outlet,” “Bull Armour Depot” or “Bull Armour Store” only when clearly and obviously associated with Internet Dealer, e.g., “Bull Armour Store at Ian’s Rugby Shop,” or “Ian’s Authorized Bull Armour Shop.”
c. In all sponsored links for any Bull Armour trademark, the Internet Dealer must include “Authorized Dealer” in either the ad title or text.
d. In order to protect and preserve the value, goodwill, reputation and competitive standing of the Bull Armour® brand, Internet Dealer shall use superlatives sparingly and only with justification when describing the quantity of its Bull Armour inventory, the pricing of its Bull Armour® products, or the shopping experience for Bull Armour through its website, on any website, in any advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer.
2. Internet Dealer’s approved websites must convey a high quality and premium image both for Bull Armour® products and for Internet Dealer. Bull Armour must approve in advance, in writing, any website used by Internet Dealer for the sale of Bull Armour® products.
a. In accordance with official Bull Armour policy, Internet Dealer must not associate Bull Armour products with any qualification that may suggest that Bull Armour is not a premium brand, or that the specific products offered for sale have less value than the typical Bull Armour product. Therefore, without prejudice to the right to establish its resale prices, Internet Dealer must not use terms such as “cheap,” “excess,” or “liquidation” in connection with the Bull Armour® products on any website, in any advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer. This also applies on occasions when Bull Armour® provides reduced suggested retail prices on discontinued styles and colors. (Internet Dealers choosing to follow such reduced prices must show both the original and reduced price.)
b. Internet Dealer must use only those product images, athlete images, marketing banners and video clips provided or authorized by Bull Armour within the two most recent calendar years (“Authorized Images”) on any website, advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Internet Dealer.
c. Bull Armour® products offered for sale by Internet Dealer must be in Internet Dealer’s existing inventory of Bull Armour® products.
3. Third party websites must follow the rules below.
a. In order to protect and preserve the value, goodwill, reputation and competitive standing of the Bull Armour® brand, Internet Dealer must not sell Bull Armour® products using any auction process on any third party website.
b. Internet Dealer must not advertise or market Bull Armour® products on third-party websites, including affiliate websites, unless that advertising or marketing clearly and conspicuously identifies the Internet Dealer as the seller of the product and complies with the requirements of this Internet Sales Policy. Bull Armour reserves the right to approve or disapprove, in accordance with those principles, any third-party website on which Internet Dealer advertises or markets Bull Armour® products.
4. Internet Dealer must advertise its Bull Armour products consistent with Bull Armour’s high quality brand image.
a. Internet Dealer must submit any proposed “paid for” search terms for pre-approval to Bull Armour to ensure use of such terms are consistent with Bull Armour’s brand image.
b. Internet Dealer must accurately describe Bull Armour® products using the Authorized Marks. The Authorized Marks must always be followed by the generic word for the product, such as “Bull Armour® products” or “ColdGear mock.” They must never be used in the possessive or in the plural. The Authorized Marks must always be displayed in a way that distinguishes them from other surrounding words, e.g., by appearing in initial caps or full caps, such as BULL ARMOUR or Bull Armour and used in conjunction with the ® or ™ designation as directed by Bull Armour.
c. In order to protect the image of the Bull Armour brand, certain marketing tools are not permissible. Internet Dealer must not partner with any third party that uses adware, spyware or other software to engage in pop-up or pop-bull advertising and/or generating non-user initiated activity (e.g., forced clicks or redirects). Pop-up or pop-bull advertising and/or non-user initiated activity that is based on keyword searches, textual triggers, or screen-scraping associated with the Bull Armour name, the Authorized Marks, any trademark used or owned by Bull Armour or any common misspelling or confusingly similar trademarks is strictly prohibited.
d. Page title/title tag refers to the text used to name or entitle a web page. A page title/title tag can be viewed by looking at the top of the browser window for the page in question. Only the Authorized Marks may be used in the page title/title tag of any website page used or owned by Internet Dealer and such use is limited to once per page title/title tag. No variations, misspellings, prefixes, suffixes or hyphenated extensions of the Authorized Marks are allowed. Other words may be used in conjunction with the Authorized Marks in the page title/title tag so long as such words do not violate any other provision of this Internet Sales Policy.
5. Internet Dealer must provide comprehensive, superior customer service and must comply with all EU and local regulations and directives.
a. Internet Dealer must comply with all relevant consumer sales laws and regulations in their territory of establishment, including without limitation, the E-Commerce Directive (2000/31/EC); the Distance Selling Directive (97/7/EC); and the Regulation (EU) 2016/679 (General Data Protection Regulation), each as locally implemented.
b. Internet Dealer’s website should not actively target consumers within geographic areas that have been exclusively allocated. Additionally, Internet Dealer must not actively target any geographic area Bull Armour has not yet entered but has reserved for itself.
c. Internet Dealer must have a physical street address and a landline telephone number for a method of contact for its customers and must advise customers on its website of this physical address and the landline telephone number in addition to providing a working e-mail address. Post office boxes and mobile telephone numbers are not sufficient.
d. Before the order is placed, Internet Dealer must provide to the customer, in a clear and comprehensible manner, the following: i. Clear indications of prices including delivery and tax; ii. The different technical steps to follow to conclude the contract; iii. Whether or not the concluded contract will be filed by the service provider and whether it will be accessible; iv. The technical means for identifying and correcting input errors before placing the order; and v. The languages offered for the conclusion of the contract.
e. Additionally, Internet Dealer must display its policies and procedures for customer returns, refunds and exchanges on its website. Internet Dealer’s website must clearly and conspicuously set forth that: (a) Internet Dealer, and not Bull Armour, is making the sale to the customer and (b) the terms and conditions directly and indirectly applying to returns, refunds and exchanges by customers are those of Internet Dealer, and not Bull Armour. Internet Dealer must provide its own facilities and personnel to address and resolve all product exchange, refund or return requirements.
f. Internet Dealer shall adhere to and comply with all pertinent EU regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet, including all relevant privacy laws.
g. Internet Dealer shall not, without Bull Armour’s prior written approval, export any Bull Armour products to countries outside of the European Economic Area and Switzerland (collectively “Europe”), or sell any Bull Armour products to any customer who, directly or indirectly, exports, Internet Dealer knows or has reason to know, exports or proposes to export, such Bull Armour products to any location outside of Europe. Internet Dealer acknowledges that violations of the obligations provided for in this Section 5.g. could cause irreparable harm to Bull Armour, its affiliates and/or its Accounts. Without prejudice to any other rights or remedies provided for by law, and in addition to any other rights provided for in this Internet Sales Policy, in case of violation by Internet Dealer of the provisions of this Section 5.g., Internet Dealer will fully compensate any and all damages suffered by Bull Armour as a result thereof. Internet Dealer acknowledges and agrees that such damages will include in particular, but without being limited thereto, any and all costs incurred by Bull Armour and/or its affiliates and/or its Accounts in connection with the repurchasing of the affected Bull Armour products in countries outside of Europe (including the purchase price, the transport costs and any other related costs).
COMPLIANCE:
1. Bull Armour shall have the right to modify this Internet Sales Policy at any time in its sole discretion upon prior notice to Internet Dealer.
2. Internet Dealer must give a copy of this Internet Sales Policy to each of its employees who are involved in Internet sales. Internet Dealer must establish policies and procedures that will ensure compliance with this Internet Sales Policy and must take affirmative steps to ensure compliance with this Internet Sales Policy.
3. Bull Armour shall have the sole discretion to decide whether the content of a particular website, advertisement, sponsored link or on-line marketing violates this Internet Sales Policy.
4. Bull Armour has the sole, complete and final discretion to determine if Internet Dealer has complied with this Internet Sales Policy. Any violation that is not immediately remedied as requested by Bull Armour may result in the suspension or termination of Internet Dealer’s authority to use the Authorized Marks in sponsored links, to display the Authorized Images on its website or to sell Bull Armour® products via the Internet.
5. The terms and conditions of this Internet Sales Policy amend, supplement and, to the extent inconsistent, supersede, any existing agreement between Bull Armour and Internet Dealer.