Terms & Conditions
General Terms and Conditions (GTC) of the company Esthetic Agency (hereinafter Esthetic Agency), Knud den Stores Vej 43D, 1.TV – 4000 Roskilde – Denmark. VAT-no./CVR: DK-36224630.
1. General / All agreements concluded between Esthetic Agency and a customer for the execution of an order are put into writing in the following terms and conditions of delivery and sale. Any other conditions of the customer are hereby contradicted by Esthetic Agency for future business as well. Any changes to the agreements set out in these terms shall be ineffective without the express written consent of the current authorised managing director of Esthetic Agency. Otherwise, an alteration is neither possible nor effective. Should any individual clause of the terms be or become ineffective, the rest of the contract and any other clauses shall not be affected.
2. Pricing / (1) All invitations to make an offer or to state a price are non-binding and without obligation until the conclusion of a contract. Any former price lists, decisions and provisions by Esthetic Agency, provided these were previously effective, shall become invalid when a new offer appears at the latest. Esthetic Agency reserves the right to correct any calculation or printing errors in the offer or in the price list. Prices do not include VAT. (2) An order made by the customer via the Internet, in writing, by telephone or orally and received by Esthetic Agency constitutes a binding offer. The customer is bound to his/her offer for three weeks from the receipt of the order at Esthetic Agency. The order is only binding for Esthetic Agency if it is confirmed in writing (or by email) within 14 working days or if the order is fulfilled through delivery of the goods. In this respect the customer waives the receipt of an order confirmation. Following a deadline without result the offer shall be considered rejected. (3) Esthetic Agency has the right to withdraw from the contract following its conclusion for good cause. In this sense, good cause includes customer insolvency, knowledge of criminal investigations involving the customer due to property and property-related crimes or other serious circumstances under which it is unreasonable for Esthetic Agency to uphold the contract. (4) Furthermore, Esthetic Agency has the right to withdraw from the contract should the customer continue to violate the terms of the contract despite a grace period of 7 days, for example if the customer resells without Esthetic Agency’s approval, provides an incorrect description of their company (e.g. fashion appearance or shop’s image) or has a poor credit rating. This also applies if the general requirements are not met, or if the customer presents Esthetic Agency with unreasonable demands or insurmountable service impediments.
3. Payment conditions/Acknowledgement of invoice / (1) In principle, delivery takes place upon receipt of invoice. However, Esthetic Agency reserves the right, to insist on payment in cash on delivery or cash in advance at any time without giving reason. If Esthetic Agency has legally agreed on another method of payment with the customer, this can be altered by Esthetic Agency at any time with no impact on the existing contract. (2) Shipping costs will be charged at the standard postage rate. For shipment to countries outside the EU, additional customs and postage costs may be incurred which Esthetic Agency has no influence over. In this case, the customer shall bear such postage costs and customs fees. Express deliveries only take place on written request by the customer and will be charged separately according to cost. (3) Should no other terms have been agreed, the terms of payment are as follows; 3% discount for payment within 10 days or alternatively, the net amount within 30 days from the invoice date to one of the named accounts. The customer bears the sole risk for complete and prompt payment. The customer is not authorised to withhold payment - notwithstanding the right to refuse payment for services not rendered or only rendered in part. It is only possible to offset claims which have been legally established or which have been expressly recognised in writing by Esthetic Agency. The same applies to exercising the right to withhold payment. (4) If the customer is in arrears, all other contractually agreed payments requirements immediately fall due insofar as the goods have already been delivered. In the case of payment arrears, Esthetic Agency reserves the right to demand that the goods delivered be returned, following an appropriate grace period. The costs arising from returning the goods including shipment shall be borne by the customer. Esthetic Agency has the right to assign its trade receivables for financial purposes. For delivery and services to customers abroad it is expressly agreed that all costs arising from legal proceedings brought by the supplier in the case of the customer arrears, whether in court or out of court, shall be borne by the customer. Invoices from Esthetic Agency are considered as accepted by the customer unless an objection is expressed by registered letter within eight days of receipt.
4. Delivery times and delivery / (1) Delivery times and deadlines given by Esthetic Agency are binding only if they are expressly and unequivocally confirmed in writing by Esthetic Agency’s commercially registered management under commercial law. In the case of force majeure and other unforeseeable and extraordinary circumstances beyond our control - e.g. industrial action, operational failure - the legally agreed delivery time shall be extended accordingly. The customer may withdraw from the contract if a legally agreed delivery time is not met due to the circumstances above, provided the extended delivery times has elapsed and an appropriate grace period has been set in writing. Under such circumstances, the customer shall not claim compensation for lost profits. (2) If Esthetic Agency cannot fulfil the contract either in part of in full, due to the reasons mentioned above, it shall be released from its delivery obligation. ISSUE has the right to carry out partial deliveries of any type and to any extent. Esthetic Agency shall customers in accordance with the accepted trade conditions. (3) The responsibility for potential loss of goods shall be transferred to the customer as soon as the goods have been transferred to the shipping company. Delivery is primarily carried out by package service ex works, plus any shipping costs and at the customer's risk. Esthetic Agency shall not be held liable for any transport delays, damage or goods lost in transit. In this case, claims shall be addressed to the appropriate shipping company immediately upon receipt of the goods.
5. Resale / A resale of the goods delivered to the customer by Esthetic Agency may only take place following completion of payment of the purchase price and only to private buyers/consumers. Violation of this entitles Esthetic Agency to withdraw from the contract in accordance with no. 2 (4) of these terms. Sale of the goods over the Internet is only permitted following prior written consent from Esthetic Agency.
6. Complaints, returns and exchanges / (1) The customer must examine the order for defects immediately and completely on the day of delivery. Complaints or notices of defects must be brought to the attention of Esthetic Agency in writing, including a detailed and comprehensive complaint in a registered letter by the next day at the latest. Hidden defects are to be indicated within three days accordingly. Late or invalid complaints shall not be considered. A claim is also precluded if there are ordinary wear and tear or changes in colour which can be traced back to inappropriate handling by the customer or by their legal successor, or if the goods were already processed further by the customer or their legal successor. Any alterations made to the goods by Esthetic Agency in terms of form, colour or design, provided that it is necessary or appropriate for production reasons or serves to improve the item shall not be considered as defects. (2) For justified and timely complaints there is only a right to claim first of all for improvement or redelivery. The customer reserves the right to demand a reduction in payment, the rescission of the contract or compensation for damages in accordance with clause 8 of these terms in the case of failure to improve the goods or to deliver a replacement. The customer is obliged to explain which of the rights mentioned above they wish to exercise. The customer's withdrawal is precluded if it is not due to a defect for which Esthetic Agency is responsible. Furthermore, legal liability for material defects applies with the stipulation that liability for material defects, should such arise from these terms and should this be legally specified as necessary, lapses within one year of the receipt of the goods. This period of one year shall be considered terminated only when the complaint reaches the court in due time. The return of goods must take place free of charge with postage paid in their original condition and in their original packaging (undamaged and unlabelled). The customer bears any risks associated with transportation. Returns not prepaid shall not be accepted.
7. Trademark rights and design protection / The purchased products may be subject to intellectual property rights of Esthetic Agency and/or its partners. The customer does not acquire any rights whatsoever, whether under trademark, copyright or design law, with regard to the purchased products and/or the products’ names and/or designations and/or design, and/or any parts thereof. In particular, the customer shall not use the products and/or the products’ names or designations and/or design, and/or any parts thereof for marketing purposes to an extent exceeding what is usual trade practise in terms of announcing of the distribution of certain goods. The customer shall neither produce nor have third parties produce any goods identical with or similar to the purchased products, nor use any names or designations identical to or similar with the products’ names or designation. The customer shall not use or exploit, in any manner whatsoever, either trademarks, logos, or other signs or designations, or photographs or other images depicted on the products inappropriately and detached from such products. The customer shall guarantee the compliance with this regulation, including by the customer’s employees and/or business partners, and shall indemnify and hold Esthetic Agency harmless in case of any breach. Esthetic Agency does not guarantee and shall not be liable for the products being free of third party rights.
8. Liability / For damage caused intentionally or recklessly by representatives or senior employees at Esthetic Agency or by Esthetic Agency itself, Esthetic Agency has unlimited liability. For damages caused intentionally or recklessly by subcontractors to Esthetic Agency, Esthetic Agency has limited liability for any damage which was typical and predictable at the point of concluding the contract, however, this excludes any loss of profits and indirect compensation for damage. In the case of damage caused by slight negligence, all liability is excluded. No liability is assumed for damages to data or loss of data on data carriers or on electronic data transmission paths and networks.
9. Retention of ownership/ Esthetic Agency retains ownership of the goods delivered until all claims against the customer from the contractual agreement have been fulfilled. The customer may request the release of the goods subject to the retention of title provided that the value of the goods exceeds the sum of the remaining claims by 20%. Esthetic Agency has the right to reclaim the goods delivered for good cause, particularly in the case of payment arrears, without this constituing withdrawal from the contract. In the case of resale or other possible grounds, the customer assigns all claims they may have against the third party to Esthetic Agency by way of security. Esthetic Agency accepts this assignment. Esthetic Agency authorises the customer revocably to collect receivables in its own name and on its own invoice. The customer can request the reassignment of receivables against third parties insofar as these receivables exceed Esthetic Agency’s remaining receivables by 20%. If third parties make claims regarding the goods subject to the retention of title, e.g. in the case of garnishment, the customer shall indicate the goods concerned and notify Esthetic Agency immediately. Costs of any possible intervention by Esthetic Agency shall be borne by the customer.
10. Area protection or protection against competition/ Area protection or protection against competition shall not be granted to the customer in any form.
11. Place of performance and jurisdiction / The place of performance and jurisdiction for all disputes resulting from the contract is the city of Copenhagen. The law of Denmark applies exclusively. Any conflicts of law principles and the UN convention on Contracts for the International Sale of Goods are excluded.