1. Applicability and Contractual Partner
These general terms and conditions apply to all orders through the Swarovski B2B website www.swarovski-professional.com ("the Website"). Please read these General Terms and Conditions carefully before ordering products from this Website. By ordering our products, you indicate that you consent to the conditions below and state that you are competent to enter into legally-binding contracts and that you order in the name and on behalf of a company and for the purpose of the company. These General Terms and Conditions of Sale shall shall take precedence over the Client’s additional or different terms and conditions, which are hereby rejected. The Client’s purchase of Swarovski’s products represents acceptance of these General Terms and Conditions of Sale and any attachments, which together constitute the entire understanding between the parties and supersede any previous communications, representations or agreements by either party whether oral or written. No change or modification of any of the General Terms and Conditions of Sale shall be valid or binding on either party unless in writing and signed by authorised representatives of each party.
This Website, for the sale of goods to B2B customers via the Internet, is operated by Swarovski International Distribution AG, Droeschistrasse 15, 9495 Triesen, Liechtenstein. This is where you can place complaints or assert warranty claims. You can reach our customer service on any issues at: email@example.com
2. Orders and availability
2.1. All orders are subject to acceptance by Swarovski and become legally effective only with the written order acknowledgement of Swarovski, or in the absence thereof upon delivery. Upon acceptance by Swarovski, all Client orders are binding and cannot be varied by Client without the written agreement of Swarovski.
2.2. Minimum order quantities may apply as communicated by Swarovski. The maximum value per order (incl. transport costs) is EUR 3’500.
2.3. The products and prices are as indicated on the Website; The products are available as long as stocks last. We reserve the right to change the products indicated on the Website at any time and without prior notice and limit the number of products available for a Client. Liability for lack of stock and the non-availability of products is excluded.
3. Product Specifications
3.1. Swarovski may change its product specifications at any time.
3.2. Information appearing in catalogues, brochures etc. or qualities of a product such as colour, quality or dimensions will be binding only when referenced in the order acknowledgement.
3.3. Deviations due to manufacturing process, e.g. in quantities, colours, dimensions, weights and product qualities are permissible.
All prices are shown net in Euro and are quoted EXW (Wattens/Innsbruck) in accordance with Incoterms 2010, with the exception that the transport to the point of destination as stated in the shipping documents is insured by Swarovski. The total amount of your order, including all taxes and additional costs such as packaging and delivery, is displayed at the end of the checkout process. By confirming the order, you agree to the price of the goods. A subsequent adjustment of the prices is not possible. Sales tax, VAT or any other taxes and customs levies applicable on the sales transaction may be invoiced separately.
5. Terms of Payment
The purchase price for goods ordered is due when you place your order through the Website. Payment is on account. For the purposes of the service offering the “purchase on account” payment method (hereinafter referred to as: “payolution payment method”) Swarovski is cooperating with payolution GmbH, Am Euro Platz 2, A-1120, V2, Vienna, Austria (hereinafter referred to as: “payolution”) and net-m privatbank 1891 AG, Odeonsplatz 18, 80539 Munich, Germany (hereinafter referred to as: “Bank”), whereby the following shall apply:
- This shall not establish a contractual relationship between the customer and payolution or the Bank.
- The use of the payolution payment method shall only be permitted to customers who have reached the age of 18 years.
- Before each payment using the payolution payment method, Swarovski or the Bank shall carry out a credit check on the customer subject to the customer’s separate consent.
- Swarovski shall be entitled to assign claims that should have been paid using the payolution payment method to third parties, including all associated ancillary rights.
- Swarovski shall retain the title to the goods delivered until the complete amount has been paid.
- Swarovski shall send the customer an invoice that is payable immediately without deductions upon receipt of the invoice.
- If the invoice is not paid at the latest by the due date, the customer shall be in default, even without a separate reminder. In this case, Swarovski shall be entitled to charge the customer interest on arrears at the applicable statutory rate.
6. Delivery, Delays in Performance
6.1. All deliveries are made according to Incoterms 2010 EXW (Wattens/Innsbruck), with the exception that the transport to the point of destination as stated in the shipping documents is insured by Swarovski. Delivery dates are subject to availability. The delivery period begins with the date of the order acknowledgement. Swarovski shall not be liable for its failure to meet delivery dates. Delivery dates are non-binding indications only and subject to availability.
6.2. Swarovski shall not be liable for any delay in performance hereunder due to unforeseen circumstances or due to causes beyond Swarovski’s control, including, but not limited to force majeure, acts of government, military conflicts, delays in transportation or customs formalities, transport damages (in case they are not covered by Swarovski’s insurance), energy shortages or labour disputes, and delays in delivery or inability to deliver by Swarovski’s suppliers.
6.3. The Client shall thoroughly examine all deliveries without delay and in case of any transport claim the Client has to remark the damage on the proof of delivery before signing and inform Swarovski immediately.
7. Limited Warranty and Liability
7.1. Except as provided in Section 7.2, and unless agreed otherwise in writing, Swarovski warrants to Client that products purchased from Swarovski will be free from defects in materials and workmanship for 6 months from delivery.
7.2. Insignificant deviations from the product specifications are excluded from this warranty. Swarovski’s warranty shall not apply to any products which have been in Swarovski’s opinion subject to normal wear and tear, abuse, modifications, attempted repair, negligence, misuse or accident. Parts subject to wear, such as batteries, illuminants etc., are also excluded from warranty. Unauthorized modification or misuse, non-compliance with instructions or information provided, or any use outside environmental specifications discharges Swarovski from any liability and potentially applicable guarantee under this warranty. This warranty applies to third party supplied products only to the extent and insofar as the supplier makes and honours a warranty to Swarovski. This warranty extends to Client only. Client shall not convey the warranty, or make any warranty on behalf of Swarovski, to any subsequent purchasers.
7.3. Any claim (except for transport claims – see section 6.3) under this warranty must be made in written form sent by registered mail within 14 days after receipt of the defective merchandise, including a detailed description of the defect. Otherwise the delivery is approved. All warranty claims must be made by registered letter immediately upon discovery of the defect.
7.4. As Client’s sole and exclusive remedy for breach of this warranty, Swarovski will – at its sole discretion – repair, or replace defective goods, which are acknowledged by Swarovski, with non-defective goods or grant a reasonable price reduction in form of a credit note. The goods may only be returned upon prior approval and in accordance with the explicit instructions of Swarovski. Should Swarovski agree on the return of goods, such goods will only be accepted if returned in original and complete packaging units.
7.5. The warranty set forth above is exclusive and no other warranty is expressed or implied unless otherwise agreed in writing by Swarovski.
7.6. Swarovskis’ liability is limited to direct damage with respect to the goods themselves and – unless agreed otherwise in writing – shall in no event exceed the amount paid to Swarovski for the relevant goods. In no event shall Swarovski be liable for any indirect, incidental, special, punitive, consequential or other related damages. This does not apply to damages due to intent or gross negligence directly attributable to Swarovski whereas the burden of proof remains with Client in any case.
7.7. Within the scope of product liability, Swarovski’s liability is limited to personal injury sustained by a consumer and property damages Swarovski is demonstrably responsible for.
7.8. Swarovski assumes no liability howsoever in connection with subsequent processing respectively further use of Swarovski products. Due to their physical properties, Swarovski crystals are unsuitable for uses such as gluing on teeth, using crystals on or near mucous membranes, and other uses in which crystals are particularly subject to heavy manipulation or strain. Product specifications and technical advice whether oral, in writing, and through tests by Swarovski are given to the best of our current knowledge and information provided by our suppliers. Such advice does not discharge Client from carrying out its own tests of proposed techniques, and determination of suitability of Swarovski crystals for the intended application. The application, use and processing of these techniques and products are the sole responsibility of the Client. The Client shall defend, indemnify and hold Swarovski harmless from any and all third party claims based on product liability or otherwise relating to uses of Swarovski products purchased by Client, and waives all its own claims.
7.9. The Client shall ensure that Sections 7.6 through 7.8 are made binding on all subsequent purchasers.
8. Intellectual Property Rights
8.1. Client agrees that the purchase of this product does not entitle Client, or any possible subsequent purchasers to use Swarovski's and its Affiliates' trademarks, names, brands, logos, designs, distinguishing slogans, designations, product designs, confidential information or any other intellectual property rights in any manner, including but not limited to the SWAROVSKI name and logo, the Swarovski Swan logo, the SWAROVSKI ELEMENTS tag and logo, and the Crystals from Swarovski Ingredient Brand Logo (collectively the “Swarovski Trademarks”), without a written License Agreement signed by authorized Officers of Swarovski. Notwithstanding the foregoing, Client may make certain limited text references to Swarovski’s and its Affiliates’ trademarks, brands and names so long as such references are in full compliance with Swarovski’s Guidelines for Proper Use of Swarovski Trademarks, as provided to Client and/or set forth on Swarovski’s website, and as may be modified from time to time in Swarovski’s sole discretion.
8.2. By entering into this agreement Client agrees to advise its customers of this restriction, impose this restriction upon them and advise them that the right to use the Swarovski Trademarks is only allowed by entering into a License Agreement with Swarovski. All references to the goods that include the Swarovski Trademarks must comply with Swarovski’s Guidelines for Proper Use of Swarovski Trademarks.
8.3. Client shall not discredit Swarovski and, unless agreed otherwise in writing, shall not engage in any conduct or communication that suggests any partnership or corporate relationship between Client and Swarovski, or any authorization, endorsement, or sponsorship of Client or Client products by Swarovski.
8.4. All materials, including without limitation, specifications, drawings or any other data supplied to Client, are Swarovski’s sole property, must be treated confidentially and may not be reviewed or accessed by anyone other than Client without the prior written consent of Swarovski. Client shall return or destroy all such materials on Swarovski’s request. Sales materials provided by Swarovski shall only be used for the purpose of promoting Swarovski’s products.
8.5. Swarovski shall not be liable for any infringement of patents, copyrights, design rights, trade secrets, trademarks or other intellectual property rights resulting from compliance with Client's designs, specifications, or instructions. Client agrees to defend Swarovski against and indemnify Swarovski and its Affiliates for any claims in connection with (i) infringement or violation of intellectual property rights, (ii) any modifications or changes to Swarovski products by Client or any third party, or (iii) Client’s sale, advertising, marketing, promotion, or other distribution of products or Client products.
9. Retention of title
9.1. Swarovski shall retain ownership of all goods supplied until settlement in full of all accounts receivable has been made.
9.2. Where goods supplied by Swarovski are subjected to further processing, Swarovski shall be deemed to have joint ownership of the new product, the share of ownership to be calculated by the relative value of the components incorporated. Such working or processing is carried out on behalf of Swarovski as producer within the meaning of applicable legal terms, but without binding Swarovski. Swarovski automatically acquires title to the new product resulting from such working or processing. Where products that are the reserved property of Swarovski are worked or processed together with products that do not belong to Swarovski, Swarovski acquires co-ownership of the resulting new product proportionately to the relation which the market value of its original product bears to the third-party products used in the processing. In the event that during processing Swarovski loses title over the goods and ownership passes on to the Client, it is now and hereby agreed that as soon as the Client acquires ownership, ownership is transferred from the Client back to Swarovski. Goods over which Swarovski retains title may not be mortgaged, pledged or transferred by way of security, nor may Client grant any other security interest therein.
9.3. Should the Client default on payment or should it otherwise breach its contractual obligations, Swarovski shall be entitled to enter Client’s premises and to repossess goods that are its reserved property at the Client's expense or to demand assignment of the Client's claims for surrender against third parties. The assertion of title retention rights, the repossession of goods or the seizure by Swarovski of its own goods shall not be deemed as withdrawal from the sales agreement.
10. Data protection
11. Applicable Law and Venue
This contract is subject to Austrian law without regard to principles of conflict of laws. The applicability of the United Nations Conventions on Contracts for the International Sale of Goods is herewith explicitly excluded. In the event of any dispute arising out of the contract, the competent court in Feldkirch, Austria, shall have exclusive jurisdiction, or - at the sole discretion of Swarovski - the competent court at the Client’s place of business. In the latter case, Swarovski may also apply the material laws applicable at the Client’s place of business.
12.1. Assignments: The Client may only assign rights and obligations hereunder with the written consent of Swarovski.
12.2. Set-off: The Client may only offset its claim or exercise a right of retention against Swarovski’s claim when its claim is undisputed or has been established by due process of law.
12.3. Severance Clause: The invalidity of any individual provision hereof shall not affect the validity of the other provisions. If a provision is not incorporated in the Agreement, or is invalid, the content shall be based on statutory provisions. The invalid provision shall be replaced by a legally valid provision corresponding the same economic purpose as good as possible as the invalid provision. The same applies in the case of an omission.
13. Special Conditions for Swarovski CREATE YOUR STYLE CrystalpixieTM Nail Art
These special conditions are applicable to each and every Client’s purchase of “Swarovski CREATE YOUR STYLE CrystalpixieTM Nail Art” (in the following called “Products”) from Swarovski:
13.1. The Products are a compilation of loose SWAROVSKI Crystals and Application Leaflet.
13.2. Loose SWAROVSKI Crystals are intended for business application carried out by the Client in connection with the services the Client offers to its own customers (overall package of products and services). Client shall not sell or offer for sale the Products or parts thereof as independent products without the service of crystal application. The product is not designated as a “Do it Yourself” product for private individuals.
13.3. Training material (including videos) serves as the basis for the promotion and sale of the Products and should not to be distributed to end customers or third parties.
13.4. Solely the SWAROVSKI Crystals itself will be delivered in the “Swarovski CREATE YOUR STYLE CrystalpixieTM Nail Art” for application. Additional materials such as nail polish, nail glue, protective lacquer and so forth, which are necessary for the application of the SWAROVSKI Crystals shall be sourced and processed by the Client.
13.5. Client shall exercise the application with due diligence and shall comply with all applicable cosmetic and sanitary standards, laws and regulations.
13.6. SWAROVSKI assumes no liability for the durability of applied Swarovski Crystals and in connection with subsequent processing of the Products. Solely the Client is responsible for the professional and workmanlike application of Swarovski Crystals. Furthermore, SWAROVSKI will not undertake any liability or obligation due to any unauthorized modification or improper use of the Products, or any incompliance with the directions or information given by SWAROVSKI in oral or in writing in respect of the Products, or abnormal use of the Products by the Client.
14. Product Warnings
14.1. Loose crystals may present a small parts hazard to young children, particularly children under three years old. Depending on the size of the crystal and any attached material (such as glue, fabric, etc.), children may choke on, inhale, swallow, or insert the crystal into their noses.
14.2. Magnetic products with crystal applications pose a particular risk of serious intestinal injury if ingested. The application techniques as stated in the Application Manual do not guarantee that crystals will not come loose. For each application, the manufacturer must determine whether the product meets the relevant requirements related to small parts hazards and assess any risk it may pose to small children. Failure to follow Swarovski‘s care instructions may result in damage to the crystal, which could pose a risk of laceration or other harm.
14.3. Warning for Magnetic Products: Loose crystals may present a small parts hazard to young children, particularly children under three years old. With crystal applied magnetic products pose a particular risk of serious intestinal injuries if ingested. For each application of magnetic crystal products, the manufacturer must determine whether the product meets relevant requirements related to small parts hazards and assess any risk it may pose to small children.
14.4. Warning for Tableware: Application of loose crystals to tableware presents a potential risk of aspiration, choking, swallowing, or tooth damage should crystals become loose. To reduce this risk, crystals should never be applied to any surface of tableware likely to come in contact with food or the mouth, and crystals should never be placed on any tableware intended for use by children. Tableware with crystals intended for decorative use only should be marked as such. To avoid dishwasher damage, tableware decorated with crystals should be washed by hand. The application techniques or suggestions in this manual do not guarantee that crystals will not come loose. For each application, the manufacturer must determine whether the product meets relevant requirements related to small parts hazards or use in food contact items and assess any risk it may pose to users.The use of crystals (which may contain restricted substances deemed hazardous under local laws) and adhesives on tableware is subject to legal restrictions in specific countries. The customer is fully responsible to comply with these country-specific provisions and shall defend, indemnify, and hold Swarovski harmless from any and all third-party claims based on product liability or otherwise relating to uses of Swarovski products and waives all its own claims against Swarovski.
14.5. Unsuitable Applications: Crystals from Swarovski are intended for use in the fields of fashion, jewelry, accessories, textile products, and for interior decor. Due to their physical properties, crystals from Swarovski are unsuitable for other uses (e.g. gluing onto teeth, using crystals on or near mucous membranes, and other unsafe uses). The customer shall defend, indemnify and hold Swarovski harmless from any and all third-party claims based on product liability or otherwise relating to uses of Swarovski products purchased by the customer, and waives all its own claims.
14.6. Responsibility of User: Any oral, written, or test-based advice that Swarovski provides regarding techniques for application of its products are recommendations based on Swarovski’s current knowledge and the information provided by its suppliers. Such advice does not discharge the customer from carrying out its own tests of techniques it proposes to use and their suitability for the intended application. The application, use, and processing of these techniques and products are solely the user’s responsibility.
Triesen, 1 July 2017
Swarovski International Distribution AG