DESIGNERCHIC TRADES VIP SERVICE TERMS
IF NOT SOONER TERMINATED AS PROVIDED HEREIN, THIS AGREEMENT WILL TERMINATE AUTOMATICALLY ON THE FINAL DAY OF THE MONTH THAT IS ONE YEAR FROM THE DATE OF THE FIRST PRODUCT SALE TO OCCUR UNDER THIS AGREEMENT (THE "TERMINATION DATE").
I. VIP SERVICE TERMS
WHEREAS, DesignerChic Trades is engaged in the sale and marketing of luxury designer fashion items, jewelry and watches;
WHEREAS, Seller owns certain items, described and itemized on DesignerChic Trades site and other online forms, or collected by an employee of DesignerChic Trades as part of its direct VIP Service (collectively, the "Product"), and wishes to sell that Product; and
WHEREAS, Seller desires that the Product be sold on designerchictrades.com by DesignerChic Trades wishes to sell that Product on behalf of Seller;
NOW, THEREFORE, in consideration of the mutual premises and covenants contained in this Agreement, the receipt and sufficiency of which is acknowledged, and expressly subject to the provisions of then-current Returns Policy and Terms of Service (see DesignerChic Trades website at www.designerchictrades.com/terms), which terms may affect and amend the terms hereof, the Parties hereby agree as follows:
II. DELIVERY OF PRODUCT
Seller makes the Product available to DesignerChic Trades on a VIP Service basis. DesignerChic Trades accepts the Products from Seller on a VIP Service basis only. All risk of loss or damage of the Products will pass to DesignerChic Trades when the Products are in DesignerChic Trades ’ physical possession. Seller retains all risk of loss or damage to the Products while the Products are in transit; provided, however, that if Seller uses DesignerChic Trades approved method of shipment to DesignerChic Trades (using DesignerChic Trades label and its integrated USPS, FedEx shipping arrangement, or our trusted partner, MyUs for international shipping), then DesignerChic Trades will insure or arrange for a third party to insure the Product against loss or damage in transit, up to a maximum of $5000 per shipment. As used herein, a "shipment" means items of Product shipped together under one bill of lading.
Subject to the foregoing, DesignerChic Trades shall insure the Product in such amounts and against such risks as to which such Products are customarily insured, including insurance for theft and damage, and shall provide evidence of such insurance coverage to DesignerChic Trades as and when requested. If the Product is damaged or lost while in DesignerChic Trades physical possession, a Product Sale will be deemed to have occurred and DesignerChic Trades will reimburse Seller in the amount of the Seller’s Commission (defined in Agreement), based on the damaged or lost Products net selling price(s), as determined solely by DesignerChic Trades. This remedy shall constitute the sole remedy and entire recourse of Seller against DesignerChic Trades and is in lieu of any other remedy available as a matter of law or equity.
III. ACCEPTANCE OF PRODUCTS
DesignerChic Trades only accepts clean items in good, very good, excellent to pristine condition. Upon receipt, DesignerChic Trades will evaluate the Products to determine its quality and authenticity. Product condition issues may affect the value of the item. The Products that do not meet DesignerChic Trades authenticity or quality standards, or are not included in the Designer List (see DesignerChic Trades ’ website at www.designerchictrades.com/designers for currently accepted Product), will not be accepted and will be returned to Seller at Seller’s expense (see "Return of Product").
IV. COUNTERFEIT PRODUCTS
Seller will not provide counterfeit Products for VIP Seller Service. In the event DesignerChic Trades believes that any Product offered or provided to it is counterfeit, DesignerChic Trades shall either refuse to take possession of such Product, or to the extent DesignerChic Trades has taken possession of such Product, DesignerChic Trades shall notify Seller that it believes the Product is counterfeit and, subject to applicable statute and federal laws regarding the shipment of counterfeit goods, provide Seller a reasonable opportunity to retrieve such item from DesignerChic Trades. If Seller does not retrieve such Product from DesignerChic Trades within 120-days from the date of such notice, then DesignerChic Trades shall be entitled to treat such item as abandoned.
Seller acknowledges and agrees that it is DesignerChic Trades policy that a Seller's personal and business information may be requested by rights owners looking to trace the origin of counterfeit Products. In the event of any such request DesignerChic Trades may provide such information in its sole discretion.
V. VIP SERVICE PERIOD
The VIP Service Period for an item of Product shall begin on the date the Product is received by DesignerChic Trades and shall end 180 days after acknowledgment of receipt. The VIP Service Period may be extended upon mutual consent of both parties. After the VIP Service Period, Seller may request return of the Product. Return shipping expenses shall be paid by Seller and DesignerChic Trades shall have no obligation to return such items unless and until Seller has provided for shipping at its sole expense.
VI. EFFORTS TO SELL
Upon acceptance of the Product, DesignerChic Trades will display and make commercially reasonable efforts to sell the Product. Seller acknowledges that DesignerChic Trades will designate the product category applicable to the Product. The initial selling price for the Product will be set and agreed upon by the Seller and DesignerChic Trades, and DesignerChic Trades may change the price at its sole discretion from time to time with notice to Sellers. DesignerChic Trades reserves the right to run promotions on its website and by other means and to offer discounts to users of the site at its sole discretion with notice to Sellers. Seller acknowledges and agrees that items of its Product selling hereunder may be advertised, displayed and sold with items belonging to other sellers.
VII. TITLE TO PRODUCTS
Title to and ownership in the Product will remain with Seller until a Product Sale, as defined below. A "Product Sale" shall be deemed to have occurred if an item of Product is:
a) sold by DesignerChic Trades and not returned to DesignerChic Trades within the period specified in DesignerChic Trades then-current Return Policy;
b) lost or stolen from DesignerChic Trades stock on hand;
c) damaged or destroyed while in DesignerChic Trades possession; or
d) otherwise not physically present in DesignerChic Trades stock on hand.
VIII. PAYMENT AND COMMISSIONS
On the sale of any item of Product, Seller will receive the following Commission (as defined below):
a) An amount equal to 80% of the net selling price, excluding tax, all cost relating to payment transfers, and shipping of items. A minimum of $20 commission will be charged of the net selling price of an item, excluding all cost relating to payment transfers, and shipping. All fees on DesignerChic Trades are in U.S. dollars (USD).
b) DesignerChic Trades may at its sole discretion temporarily lower the Commission from time to time for promotional reasons.
c) The difference between the net selling price and the amount paid to DesignerChic Trades (the "Commission") shall be Seller's sole compensation under this Agreement. DesignerChic Trades issues payment for Commissions once buyer confirms order or 5 business days from the item delivery confirmation.
In the event of any dispute between the Parties, DesignerChic Trades shall have no obligation to pay any Commission or other amount otherwise due to Seller, including without limitation amounts unrelated to the dispute, unless and until such dispute is resolved shall be entitled to withhold any Commissions (including any otherwise due) in full or partial satisfaction of any amounts due to DesignerChic Trades.
IX. RETURN OF PRODUCTS
At any time during the VIP Service Period, Seller may require the immediate removal of all or some of the Product from DesignerChic Trades’ service, with reasonable written notice to DesignerChic Trades. All costs of removing and returning the Product will be borne by Seller and DesignerChic Trades shall have no obligation to return such items unless and until Seller has provided for shipping at its sole expense. Additionally, if Seller requests the return of Products prior to the end of the VIP Service Period, there will be a fee of $10 per item for any other Products to cover DesignerChic Trades’ costs of storing and marketing the Products, and Seller will be responsible for shipping costs to and from DesignerChic Trades.
In addition to the one-year expiration first referred to above, either Party may terminate this Agreement at any time, for any reason. Termination shall be effective when either Party serves written notice thereof on the other Party. Costs listed above under "Return of Product" will apply.
XI. NO ASSIGNMENT
Neither Party may assign this Agreement or any interest herein without the other Party's express prior written consent, except that DesignerChic Trades may assign this Agreement without Seller's consent in connection with any corporate transaction such as a merger or acquisition.
XII. CHANGES TO THESE TERMS
Seller acknowledges and agrees that these terms may be changed by notice posted on DesignerChic Trades site at www.designerchictrades/vip-terms. DesignerChic Trades will use reasonable efforts to communicate any such changes to Seller (such as sending notice to an email address provided by Seller), but DesignerChic Trades cannot guarantee that Seller will receive such notices, or receive them in a timely manner.
XIII. NO PRODUCT WARRANTIES
DesignerChic Trades shall not offer any warranties on any Product, except to the extent a warranty is required by law and cannot be disclaimed.
XIV. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
Seller hereby warrants that it has good and marketable title to each Product, none of which is subject to any liens or other encumbrances, and further represents and warrants that the Product does not infringe upon or violate any trademark, copyright, or other proprietary right of any third party, any state or federal law, or any administrative regulation. Seller hereby agrees to indemnify and hold DesignerChic Trades harmless from all damages, suits, litigation, awards, and costs, including but not limited to attorneys' fees and costs, that may arise out of DesignerChic Trades’ display or sale of the Product for any reason whatsoever, including but not limited to civil or criminal suits over authenticity, legality, ownership, infringement of copyright or trademark, or any other claim or litigation.
DESIGNERCHIC TRADES DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO ITS SERVICES OR ACTIVITIES HEREUNDER. IN NO EVENT WILL DESIGNERCHIC TRADES LIABILITY HEREUNDER EXCEED THE NET AMOUNTS IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING SELLER'S PRODUCTS HEREUNDER. THE FOREGOING DISCLAIMER AND LIMITATION IS A FUNDAMENTAL PART OF THE BASIS OF DESIGNERCHIC TRADES’ BARGAIN, AND DESIGNERCHIC TRADES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMER AND LIMITATION.
XV. GOVERNING LAW
This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws and decisions of the State of Washington, without regards to its conflict-of-law provisions. The Parties hereby irrevocably consent to the jurisdiction of the courts of Seattle, WA with respect to any matter arising under this Agreement.
XVI. ENTIRE AGREEMENT
This Agreement sets forth the final, complete and exclusive agreement of the Parties regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a writing duly executed by both Parties.
XVII. NO IMPLIED WAIVER
Either Party's failure to insist, in any one or more instances, on strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
If one or more of the provisions of this Agreement shall be declared or held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and any such declaration or holding shall not invalidate or render unenforceable such provision in any other jurisdiction.
Effective Date: June 4, 2016