Patagonia Europe Coöperatief U.A.

Corporate Sales Program - Terms and Conditions

All contracts for the sale of Patagonia® products between Patagonia Europe Coöperatief U.A. (“Patagonia”, “we” or “us”) and a member of Patagonia’s Corporate Sales Program (“Customer” or “you”) are subject to these Terms and Conditions. Each agreement for sale and delivery of Patagonia® products shall be a separate contract (“Contract”). No other terms or conditions delivered with or contained in your order or any other document shall form part of any Contract between Patagonia and you for the sale of Patagonia® products unless explicitly accepted in writing by us.

1. The Patagonia Corporate Sales Program (the “Program”)
  1. The Program is a membership program for like-minded corporations, institutions and NGOs that Patagonia feels confident selling co-branded products to. It is a privilege and not a right or entitlement. Acceptance to our Corporate Sales Program is at the sole discretion of Patagonia.
  2. Applications to the Program must be made online at eu.patagonia.com. Every Customer must have an active VAT number.
  3. The Patagonia Corporate Sales program is a non-transferable benefit. Keep your account information confidential! Patagonia will not be liable for any fraudulent use of your account by a third party. Patagonia reserves the right to manage Program membership at its discretion and terminate membership without explanation or notice and without compensation due to any abuse or any other reason.
  4. The products purchased through the Program cannot be resold directly or indirectly to consumers for any reason and may not be given away without the embroidery, screen-printing or other co-branding work (“Decoration Work”) which was part of an order.
  5. The Customer accepts that all Decoration Work will be outsourced to a third party. Patagonia will take reasonable measures to ensure that the Decoration Work complies with a Customer’s orders. However, Patagonia cannot guarantee that the Decoration Work will not affect the performance of a Patagonia® product. Accordingly, the Customer accepts that Patagonia will bear no liability whatsoever for any product warranty claims resulting from such Decoration Work. Claims for defects relating directly to a Patagonia® product shall be governed by Section 3 below.
  6. Repair of co-branded products is available at a reasonable charge. Please contact your corporate sales customer service team for more information.
2. Orders/Product Availability/IP Rights/Price/Payment
  1. Products available for any corporate sales order are dependent on real-time inventory. Please contact our corporate sales team for availability. We reserve the right to refuse an order.
  2. For each order, we require disclosure of the company or organization whose name will appear on the Patagonia product to be co-branded by Decoration Work and the purpose(s) for which those co-branded products will be used.
  3. The Customer shall not use any Patagonia trademarks or logos (“Patagonia IP Rights”) except on co-branded products purchased under the Corporate Sales Program and shall not otherwise use, copy or duplicate the Patagonia IP Rights for any purpose.
  4. The price of the co-branded products shall be the price indicated in the order confirmation and is valid for that order. Each order placed through the Patagonia Corporate Sales Program must be prepaid by the Customer through a bank transfer. Once full payment is made, no cancellation shall be accepted.
3. Product Returns
  1. Customer must notify Patagonia in writing within fourteen (14) calendar days after receipt of any co-branded products of any claims for nonconformity, discrepancies, patent defects, or damages. Customer's failure to notify Patagonia of any non-conformity, discrepancies, patent defects, or damages within such time frame will bar any return or claim relating thereto.
  2. Patagonia will carefully consider in good faith all quality claims which Customer may submit in accordance with paragraph a above and if the co-branded products are defective at the time of delivery, Patagonia may, at its option, either replace the defective or non-conforming goods, or refund or credit the purchase price, or repair the defect.
  3. If Patagonia repairs or replaces the goods with a non-defective product, or issues the Buyer with a refund, it shall have no further liability to the Buyer in respect of any defect in the goods. If Patagonia repairs a defective product which remains defective notwithstanding such repair(s), Customer shall proceed pursuant to paragraph a above and Patagonia shall proceed pursuant to paragraph b above until the matter of the defect has been resolved in accordance with one of the options listed in paragraph b.
  4. All returns to Patagonia for defectiveness or other reasons will require a Return’s Authorization Number which may be obtained from Patagonia Customer Service upon request. No returned goods will be accepted by Patagonia without any Return’s Authorization number. Goods may only be returned with prior written authorization from Patagonia, including a Patagonia pre-printed return authorization label (the “RA Label”). Returns without the RA Label will be refused.
4. Samples

Samples and product descriptions are provided to give an overall impression of the co-branded products. The final co-branded product may differ slightly in specification from the sample. Samples can be returned within 90 days of your order for a refund. Products must be clean, undamaged, with all tags still on.

5. Delivery/Risk
  1. Any dates stipulated for delivery of the co-branded products and any quantities thereof are estimates only.
  2. Unless otherwise specified in writing, Patagonia may partial ship against a single order, reject orders, or withhold shipments as Patagonia in its discretion may decide. Patagonia's delivery notes signed or countersigned by an employee or agent of Patagonia will be deemed accurate for all purposes, except fraud on the part of Patagonia.
  3. If Patagonia is prevented, hindered or delayed from making delivery of any co-branded products due to force majeure, Patagonia will not be liable to you for any resulting delay or failure in delivery and may give notice to you in writing either cancelling its outstanding obligations to deliver any co-branded products or extending the time for delivery by such period as it may require.
  4. Risk of loss, deterioration or damage to the co-branded products shall be determined in accordance with the specific Incoterms 2010 (or latest version) specified by Patagonia in the invoice.
6. Liability of Patagonia
  1. Patagonia’s aggregate liability to the Customer for loss or damage arising out of any breach of a Contract or of any of these Terms and Conditions or from Patagonia’s negligence, shall be limited to a sum equal to the cost of replacement of the specific goods which are the subject matter of the claim.
  2. Patagonia is not liable for manufacturing variations or for customary variations from specifications, including variations in color and weight of fabrics.
  3. Patagonia is not responsible in any way for delayed shipment, partial shipment, or non-shipment caused by any reason.
  4. Patagonia shall in no event be liable to the Buyer for any damage, or any indirect, consequential or economic loss whatsoever which arises out of or in connection with any Contract or these Terms and Conditions.
7. Miscellaneous
  1. If Patagonia waives any term of these Terms and Conditions and/or of a Contract, this shall not constitute a further or continuing waiver of the same or any other term.
  2. In the event of any conflict between a Contract and these Terms and Conditions, the provisions of the Contract shall prevail.
  3. Patagonia reserves the right to vary these Terms and Conditions as necessary on giving the Customer reasonable notice of such variation.
  4. These Terms and Conditions shall be governed by the laws of the Netherlands and the parties hereto agree to submit to the nonexclusive jurisdiction of the competent court of Amsterdam, the Netherlands.
  5. If any provision of these Terms and Conditions and/or a Contract are held to be void or unenforceable by any reason of law they shall be void or unenforceable to that extent only and all other terms shall remain valid and enforceable.
  6. By placing an order under the Patagonia Corporate Sales Program, you acknowledge and accept these Terms and Conditions.
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