Legal Notice

General Terms & Conditions of Sale BUSINESS TO BUSINESS

YOUR ORDER (“Order”) IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THE TERMS AND CONDITIONS HEREOF.

Buyer understands and accepts that Private Luxury OÜ, Forbidden City (Suisse) SA, Privé Luxury Group, Ltd., Forbidden City (Switzerland) NA, Inc., and Forbidden Brands Pte Ltd, Singapore, only act as “Agent” or “Agents”  for BGBP, Eood hereinafter referred to as (“We”, “Us,” “the Vendor” and/or “the Company”).  BGBP Eood therefore is your contracting party. Oral or written notice of acceptance by Buyer (“You”, “Your”, “Purchaser”), its agents and/or assigns as listed on any Pro-Forma Invoice, Invoice, email communication, and/or Order Confirmation advice issued by an Agent, its assigns, subsidiaries, holding company, or principal companies to You; preparation to perform by an Agent including but not limited to the exposition of, proposal of and/or making of any Samples, issuance of Pro-forma Invoices, Quotations, Invoices, or issuance of Order Confirmation advices (hereinafter “Order Confirmation” or “Order”), acceptance of emails, faxes or telephone calls confirming such proposals or any part thereof, and/or shipment of all or any part of the merchandise including Samples specified in this Order of items for sale by Vendor (‘Merchandise’) shall constitute acceptance by Buyer of the terms and conditions contained herein. BY ACCEPTANCE OF THIS ORDER, BUYER REPRESENTS AND AGREES AS FOLLOWS:

1.  If the shipping or delivery dates set forth on the face hereof cannot be met, Vendor will promptly inform Buyer in writing of Vendor’s best possible shipping or delivery dates which shall become part of the Order.  Buyer shall have no right of cancellation of the order unless the shipping date is delayed by six months from the date communicated on the Order Confirmation/Invoice/Quotation advice or pro-forma invoice. Buyer further has no right in claiming any damages for such late delivery. Art. 190 (1) of the Swiss Code of Obligations (“Where in commercial transactions the contract specifies a time limit for delivery and the seller is in default, the presumption is that the buyer will forego delivery and claim damages for non-performance.”) shall not apply.  We retain the right to reject your oder entirely if you do not properly identify your business by providing a valid VAT number, Tax ID number and/or valid registration number and address at the time of order or within 24 hours of placing your order. 
2. In addition to and without prejudice to any and all other warranties, express or implied by law, Vendor represents, warrants and covenants to Buyer that:
   (a) Vendor possesses all licenses, permits, rights, powers and consents required to enter into and perform this Order, to sell to Buyer the Merchandise referenced herein and to grant to Buyer the rights granted herein;
   (b) Vendor’s performance hereunder does not violate any agreement, instrument, judgment, order or award of any court or arbitrator
   (c) all Merchandise furnished hereunder, including the production, sale, packaging, labelling, safety, testing, importation and transportation thereof, and all representations, advertising, prices, and allowances, discounts or other benefits made, offered or authorized by Vendor in connection therewith, shall at all times comply with all applicable federal, state, local, industry and foreign statutes, laws, rules, regulations and orders, standards and guidelines (collectively, “Laws”);
   (d) where applicable, reasonable and representative tests as prescribed by Laws or governmental authorities have been performed or will be performed before shipment from Vendor to the warehouse designated by Buyer (the “Warehouse”);
   (e) all Merchandise furnished hereunder shall be new, first quality merchandise and conform to all representations by Vendor, instructions, specifications, and samples, shall be free from all defects (including latent defects) in workmanship, material and design, and shall not be reworked, rebuilt or refurbished merchandise;
   (f) all manufacturers’ warranties are effective and enforceable by both Buyer and its customers;
   (g) all Marks which are part of or appear in connection with the Merchandise and/or Promotional Material, and/or any component thereof, are valid and genuine, and the sale, promotion of the sale and performance of the Merchandise and/or Promotional Material, and/or any component thereof, will not infringe upon any domestic or foreign Marks, rights of privacy or publicity and/or any other third party rights, or cause Buyer to be liable to Vendor or any third party for any additional fees, costs or expenses;
   (h) the title of Vendor to the Merchandise is good and free and clear of all encumbrances and liens, and its transfer hereunder rightful;
   (i) neither the Merchandise nor any component part thereof is subject to any import quota restriction, rule or regulation preventing or forbidding the importation, use, promotion for sale or sale of the Merchandise or any component part thereof, or any duty, tariff, or penalty in connection therewith, except as previously disclosed in writing by Vendor to Buyer; whereas this paragraph does not apply to cotton textiles, perfumes and cosmetic products;
   (j) the Merchandise and similar goods are not and have not been subject to product liability or infringement claims, except as disclosed on the face of the Order Confirmation/Invoice/Quotation hereof.
3. Buyer hereby agrees to protect, defend, hold harmless and indemnify Vendor, its subsidiaries and affiliates, and each of their, respective customers, programming and other distributors, employees, agents, officers, directors, successors and assigns, from and against any and all claims, actions, suits, costs, liabilities, damages and expenses (including, but not limited to, reasonable attorneys’ fees) based upon or resulting from:
   (a) any alleged or actual infringement of the Marks, rights of publicity or privacy and/or any other third party rights arising from the sale, promotion of the sale and/or performance of the Merchandise, contents and/or the Promotional Material;
   (b) any alleged or actual defect in any of the Merchandise;
   (c) any alleged or actual injury or death to person or damage to property arising out of the furnishing, use or performance of the Merchandise:
   (d) breach by Vendor of any representations, warranties or covenants; and
   (e) any alleged or actual violation by Vendor and/or the Merchandise of any applicable Laws.
4. Time is of the essence. Vendor reserves the right to cancel this Order, or any part hereof, and seek legal remedies immediately with no liability or obligation to Buyer, in the event:
   (a) Vendor is notified that Buyer is in default, bankrupt or has liens against them;
   (b) Buyer breaches or is anticipated to breach this Order;
   (c) Buyer attempts to cancel a confirmed order;
   (d) fire, flood, windstorm, earthquake, war, strike, epidemic and pandemic, or any other casualty or occurrence of a similar nature substantially and adversely affects Vendor’s premises or business; or
   (e) any substantial change to Vendor’s business (for whatever reason) occurs.  Vendor retains the right to offset its losses with Buyer’s previously ordered but unshipped Merchandise in the event of breach or intended cancellation by Buyer.
5. Merchandise shipped or delivered to Buyer prior to the first permitted ship or delivery date specified on the face of any Order Confirmation/Invoice/Quotation hereof, may not be returned to Vendor unless as required by statute.  Merchandise shipped or delivered to the Buyer after the last permitted ship or delivery date specified on the face of any Order Confirmation/Invoice/Quotation hereof may not be returned by Buyer.  Unless otherwise stated on the face of the Order Confirmation/Invoice/Quotation hereof, Vendor shall ship the Merchandise in one or several shipments at Buyer’s sole expense including all customs duties and taxes associated with such shipments.  Partial shipments shall not cause Buyer’s obligations to become severable. Unless otherwise stated on the face of any Order Confirmation/Invoice/Quotation hereof, Buyer shall pay or reimburse Vendor, at the direction of Vendor, for all freight, storage, packing and insurance incident to the shipment of the Merchandise, including, but not limited to, loading and unloading charges, mileage charges, Warehouse consolidation fees and interstate shipping, taxes, tolls and other fees. Vendor agrees to follow Buyer’s instructions with respect to shipment, routing and packaging. Vendor’s failure to comply with the terms and conditions set forth in this Section or in Buyer’s shipping regulations or shipping instructions or in any applicable standards provided by Buyer to Vendor (“Standards”), in effect as of the date of this Order, and which are incorporated herein by reference, does not give Buyer the right of cancellation.  Vendor shall be liable only to a maximum of USD300.00 per Order for non-compliance of shipping instructions issued by the Vendor.  Any such charges assessed may be deducted from any amounts due or which may become due to Vendor. Copies of the Regulations and Standards of Buyer, if any, must be made available to the Vendor upon confirmation of this order by Vendor to Buyer.
6. Merchandise furnished hereunder which is not in compliance with this Order, the Regulations or the Standards, must be declared within 48 hours of receiving the Order on Buyer’s premises or in the warehouse used for storage by Vendor for Buyer’s Merchandise, whichever occurs first, otherwise, the Merchandise is deemed accepted.  Vendor shall not withhold reasonable inspection of the Merchandise at its warehouse and shall inform Buyer of the expected delivery date thereto, should Buyer wish to store Merchandise on Vendor’s premises.  If defective Merchandise is declared within this time period, the value of such Merchandise, deemed defective shall be credited to Buyer’s account.  Defect shall be determined solely by the Vendor and acceptance of a defect declaration shall only be made in writing by Buyer.  The parties exclude any claims arising out of such defective products.  Vendor retains the sole right to replace defective Merchandise when defective Merchandise is exchangeable for the same or similar Merchandise.  Exchanged merchandise shall inure against the credit offered by Vendor to Buyer and such Merchandise shall be shipped at the expense of Vendor.  As such, Buyer’s right is limited to the exchange of Merchandise in such event (limitation of Art. 206 (2) Code of Obligations). Merchandise that was shipped in error and is not part of this order, shall be returned to Vendor at the sole expense of the Vendor within 7 business days from the date of acceptance of the shipment at Buyer’s premises or warehouse.  Unreturned Merchandise sent in error shall be billed to Buyer at Vendor’s Wholesale Price and such payment shall become due within seven days of Vendor’s transmission of the applicable Invoice.
7. For all items ordered herein, Vendor retains the right of legal offset.  Should Buyer attempt to cancel this or future orders, Vendor shall have the right to withhold any of Buyer’s ordered but still unshipped Merchandise, whether paid or unpaid.  Should any order remain unpaid, Vendor at its sole option retains the right to resell merchandise previously ordered by Buyer to offset Vendor’s loss in an amount equal to the extent of any unsatisfied claims brought by Vendor against Buyer pending the final resolution of such claims, including but not limited to the sale of undelivered Merchandise purchased by Buyer in a mode and manner chosen by the Vendor. Vendor’s rights of withholding and offset set forth in the preceding sentence will be without prejudice to, and not in limitation of, any other rights that Vendor may have against Buyer under this Agreement or otherwise.  Vendor reserves the right to claim real and punitive damages by Buyer’s cancellation of confirmed orders.  Buyer hereby waives their right to legal offset.
8. For all ordered Merchandise, especially perfumes, Vendor is and remains the exclusive and sole owner of master molds & formulas used to create items listed on the Order Confirmation/Invoice/Quotation. Such designs, sketches, CAD renderings, wax carvings, embroidery, perfume and cosmetic formulas, and master moulds shall remain the Intellectual and Physical Property of Vendor.  Without the express written consent of Buyer, Vendor agrees not to use the identical trademarks or identical formula with other clients; for perfumes (the exclusivity only concerns perfumes and no other (related) goods). On every perfume bottle, the trademark FORBIDDEN CITY and/or CITE PRIVEE will be featured in an area visible at first glance by the user of the product. These trademarks are registered and belong to the Vendor. If Buyer wishes to add any additional trademark of his own, then he may do so at his own risk and takes full liability in case of any conflict with third parties. Vendor denies any liability in such a case.
9. Minimum term of the Agreement and minimum purchase for corporate scents: Buyer agrees and undertakes to purchase the perfumes, scented products & machines listed on the Order as a Corporate Scent Identity for a minimum of three years after placing the first order exclusively from Vendor. Buyer agrees to never reproduce the scent with any other vendor nor create an alternative scent during the term of this Agreement and Buyer further agrees to only use the scent listed on this Order in all areas of their operation.  The term shall renew for another three years and Buyer must inform Vendor of its intention to cancel the renewal with 90 days prior notice in writing to the address for service listed in the first paragraph of these Terms and Conditions.   Buyer further undertakes to order every year at least 10% more of the quantity as in the previous calendar year.  Any violations to this clause entails a contractual penalty of EUR 20’000.00 for each product not ordered to with the quantity increase as specified herein. The contractual obligations (including the exclusivity and prohibition of buying the perfumes from another source) remain valid in the event of breach and subsequent payments of the contractual penalties stated in this paragraph.
10. Buyer shall not assign this Order, or any part hereof, without the prior written consent of Vendor, and any such attempted assignment shall be void at the election of Vendor. All claims for money due or to become due from Buyer shall be subject to deduction by Vendor for any setoff or counterclaim arising out of this Order or any other of Buyer’s orders or agreements with Vendor, whether such set-off or counterclaim arose before or after any assignment by Buyer.
11. Unless specified otherwise on the face Order Confirmation/Invoice/Quotation advice hereof, the time for payment shall begin to accrue upon oral or written confirmation of the Order by Buyer or Vendor. Buyer agrees to not unreasonably hold merchandise at first point of entry or clearance into the designated country of importation, listed on the Pro-Forma Invoice and/or Order Confirmation/Invoice/Quotation advice or communicated to Vendor, to prevent timely arrival at Buyer’s prescribed Warehouse.  Buyer agrees to pay for all customs duties of any shipment initiated by Vendor for any Order within five days of arrival into the county of Importation listed on the Pro-Forma Invoice and/or Order Confirmation/Invoice/Quotation advice.  If the duties and taxes exceed CHF50.00, then Vendor retains the right to demand immediate payment before further cooperating to the clear the shipment.  Vendor shall not be held liable for Buyer’s failure to pay any customs duties or taxes that result in the return of or seizure of the Merchandise. Vendor undertakes to minimize all duties and taxes to the fullest extent of the law.  Failure to pay all or any portion of the invoice(s) and/or pro-forma invoice(s) does not constitute cancellation of an Order by Buyer and is without prejudice to any and all rights, remedies, claims or defences of Vendor against Buyer and/or any third party.
12. For the purposes of this Order, “Confidential Information” means any agreement between Buyer and Vendor, all information in whatever form transmitted relating to the past, present or future business affairs, including without limitation, the sale of Merchandise, customer lists and other customer information, research, development, operations, security, broadcasting, merchandising, marketing, distribution, financial, programming and data processing information of Vendor or another party whose information Buyer has in its possession under obligations of confidentiality, which is disclosed by Vendor, its subsidiaries, affiliates, employees, agents, officers or directors to Buyer or which is produced or developed during the working relationship between the parties. Confidential Information shall not include any information of Vendor that is lawfully required to be disclosed by Buyer to any governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure Buyer shall give Vendor an adequate opportunity to interpose an objection or take action to assure confidential handling of such information. Buyer shall not disclose any Confidential Information to any person or entity except employees of Buyer as required in the performance of their employment-related duties in connection with this Order, nor will Buyer use the Confidential Information for any purpose other than those purposes expressly contemplated herein. Buyer shall not use any information obtained from Vendor’s customers (e.g., through warranty cards or otherwise) to offer for sale to such customers any goods or services.  In the event of a breach or threatened breach of this Section by Buyer, Vendor shall be entitled to obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief, including, but not limited to temporary restraining orders, which remedy shall be cumulative and in addition to any other rights and remedies to which Vendor may be entitled. Buyer agrees that the Confidential Information referred to in this Section is valuable and unique and that disclosure or use thereof in breach of this Section will result in immediate irreparable injury to Vendor. Buyer shall inform those persons or entities having access or exposure to Confidential Information hereunder, of Buyer’s obligations under this Section.
13.  The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the Swiss Confederation, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction and without regard to its place of acceptance. Vendor and Buyer expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, if applicable.  In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may apply for binding arbitration in the Riga International Commercial Arbitration Court (RICAC).  The seat of arbitration shall be RIGA, LATVIA, language of arbitration shall be English and an arbitrator shall be appointed by either consent of the parties or by the president of the RICAC.  The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs.  The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. If Buyer has ordered services, cosmetics, and/or perfumes, Buyer acknowledges that Vendor will have no adequate remedy at law in the event Buyer uses or distributes the products and services ordered in any way not permitted by affixing additional marks, labels or brand names not previously agreed, and hereby agrees that Vendor shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
14. No waiver by Buyer of any term, provision or condition hereof shall be deemed to constitute a waiver of any other term, provision or condition of this Order, or a waiver of the same or of any other term, provision or condition with regard to subsequent transactions or subsequent parts of the same transaction, including without limitation, subsequent shipments under this Order.
15. If any provision contained in this Order shall be determined to be unenforceable or prohibited by law, then such provision shall be void, and the remaining provisions herein shall not in any way be affected or impaired thereby.
16. Buyer shall not issue any publicity or press release regarding Vendor or Vendor’s activities hereunder without first obtaining Vendor’s prior written approval and consent to such release.
17. This Order and any other written warranties and specifications, the Regulations and Standards, and the terms, conditions and agreements herein and therein, constitute the full understanding of the parties hereto and a complete and exclusive statement of the terms of the parties’ agreement concerning the Merchandise furnished hereunder.
18. No condition, understanding or agreement purporting to modify or vary the terms of this Order shall be binding unless hereafter made in writing and duly executed by the party to be bound, and no modification shall be effected by the acknowledgment or acceptance of this Order or of invoices, shipping documents or other documents containing terms of conditions at variance with or in addition to those set forth herein.  Changes to the order sent by email from Buyer to Vendor, shall be deemed accepted only when Vendor accepts such changes in writing and communicates acceptance of such changes to Buyer by post or fax only bearing the signature of Vendor’s Director, President or Vice President.  Changes to the order sent by Vendor to Buyer by email, shall be deemed accepted upon receipt of email by Buyer.
19. Notwithstanding any legal presumption to the contrary, the covenants, conditions, representations, indemnities and warranties contained in this Order, including, but not limited to Sections 3, 4, 7 and 13 hereof, shall survive inspection, delivery, acceptance and payment, shall be binding upon Buyer and its successors and permitted assigns, and shall run in favour of Vendor and its successor and assigns.

Data Protection & Privacy

We will share your information with shipping suppliers, customs brokers, warehousing staff and customs authorities when necessary.  We will use the information you supply to us to send you newsletters and to remind you when your stock levels of contractually stocked products become to low.  We will not release your personally identifiable information to any third party who is not party to the processing of this Order without your express written permission.  You may delete any information we hold about You by writing to Us.  All information related to the business you represent can only be deleted if we are so directed by an Officer or an authorised signatory of Your business.