Terms of Use

Terms of Use for Buyers on Le New Black

1. General

LENEWBLACK is a French company (“société par actions simplifiée”), with a capital of 23 780, 00 euros, registered at the Paris Trade and Companies Register under number 513 573 717, whose registered office is located 17, rue Dupetit-Thouars, 75003 Paris – FRANCE, telephone number: +33 (0)1 84 16 10 70, e-mail address: contact@lenewblack.com.

The present Buyers Terms of Use (the “Buyers Terms of Use”) shall govern the use by you, as a Buyer (the “Buyer”, “You”, “Your”) of the Website powered by LENEWBLACK (“LENEWBLACK”, “We”, “Us”, “Our”), as hereafter defined.

No provision of the present Buyers Terms of Use may be construed as creating any agency, employment relationship, partneship and/or joint-venture agreement between You and Us.

 

2. Definitions

For the purpose of the present Buyers Terms of Use, the terms defined hereafter shall have the meaning below:

  • Account Holder: shall mean any Fashion Brand and/or Agency having validly created an account on the Website and having subscribed to LENEWBLACK’s relevant services, to be granted access to the Market Place and offer its Products for sale to Buyers thereon ;
  • Affiliate : shall mean any person or entity, which, directly or indirectly, controls, is controlled by or is under common control with LENEWBLACK, within the meaning of Articles L. 233-1 to L. 233-3 of the French Commerce Code ;
  • Agency/Agencies : shall mean any agency, agent and/or sales representative representing one or several professional fashion brand(s), having suscribed and using LENEWBLACK’s services on behalf of such professional fashion brand(s), for the purpose of promoting and/or selling Products on a wholesale basis to Buyers in the course of its trade, business and profession;
  • Buyer(s) : shall mean any person or entity acting publicly as professional fashion buyer and/or retailer (including any online or physical retail shop, buying office or department store) validly registered on the Website and which has been given access to the Market Place by LENEWBLACK, including without limitation for the purpose of selecting and/or ordering Products on a wholesale basis from Account Holders, with a view to resell such Products on a retail basis, in the course of its trade, business or profession;
  • Fashion Brand : shall mean any person or entity acting publicly as professional fashion brand validly registered on the Website and having subscribed to LENEWBLACK’s services, for the purposes of promoting and/or selling Products on a wholesale basis to Buyers in the course of its trade, business and profession ;
  • Information : shall mean any information or data that You may submit to LENEWBLACK when using the Website ;
  • Intellectual Property : shall mean collectively any trademarks, designs, logos, tag lines, slogans, models, brands, names, trade names, graphics, icons, or other distinctive signs, hyperlinks, concepts, ideas, improvements, patents, copyrights, information, know-how (including all documents, diagrams, information, devices, technical and scientific data and other processes and methods, as well as all and any modifications or improvements to any of them), trade secrets, and any other type of intellectual property rights (whether registered or unregistered, patentable or not) and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing, which LENEWBLACK owns, licenses, uses and/or holds (whether or not currently) on or in connection with the Website (including, as the case may be, Account Holders’ intellectual property rights licensed to LENEWBLACK for the purpose of the Product’s promotion and sale on the Market Place) ;
  • Market Place : shall mean the online market place powered by LENEWBLACK on the Website, accessible for any (i) Account Holders having suscribed to LENEWBLACK’s relevant services, enabling Account Holders to offer their Products to Buyers thereon and (ii) Buyers invited by an Account Holder and/or validly registered on the Website, enabling Buyers to purchase Products from Account Holders thereon ;
  • Products : shall mean lifestyle products and cosmetic items, as selected from time to time by LENEWBLACK, including, without limitation, fashion and ready-to-wear clothing articles, footwear and accessories, jewelry, and contemporary design furniture, that the Account Holders may sell directly to Buyers through the Market Place, without however LENEWBLACK being involved in any manner in the ordering and sales transaction between the Account Holder and the Buyer ;
  • Site Updates : shall mean any refinements, solutions, modifications and/or corrections to the Website as are required, at the sole discretion of LENEWBLACK, and/or as corrections for defects in the Website ;
  • Website: shall mean the website lenewblack.com, and all pages composing it, including its Market Place, subject to any Site Updates ;

 

3. Access to the Market Place – Acceptance terms

As a Buyer, you are duly authorized to use the Website, including its Market Place upon invitation by an Account Holder sent to You by e-mail and/or upon registration on the Website, subject to creating an account on the Website and LENEWBLACK’s approval of your registration. Your account is strictly personal and may not be assigned to any third party.

Prior to any use of the Market Place, You have to expressly accept the present Buyers Terms of Use, by ticking the appropriate box on the Website’s page You are redirected to when clicking on the link contained in the authorization e-mail sent by LENEWBLACK.

By accepting the Buyers’ Terms of Use You warrant that You are a person or entity acting publicly as professional fashion buyer and/or retailer (including any online or physical retail shop, buying office or department store) and that You are using the Market Place for the purpose of selecting and/or ordering Products on a wholesale basis from Account Holders, with a view to resell such Products on a retail basis, in the course of Your trade, business or profession. 

LENEWBLACK reserves the right to delete any account in case of prolonged absence of use thereof and/or any breach to the present Buyers Terms of Use.

 

4. Purchasing Products on the Market Place

The use of the Market Place is free for any validly registered Buyer.

LENEWBLACK is not responsible for the Products offered for sale on the Market Place, as well as any contents, information, pictures, or others materials provided by Account Holders on the Market Place, in any manner, in relation with the Products.

The services proposed by LENEWBLACK to Account Holders through the Market Place do not imply any transfer of ownership of the Products to LENEWBLACK, LENEWBLACK not being involved in any manner in the sales transactions between Account Holders and Buyers on the Market Place.

LENEWBLACK does not intervene in any manner in and shall not be held responsible for the buying and selling process between Account Holders and/or Buyers, the sale of Products performed by Account Holders and/or any other third parties through the Website (including through links, banners or hypertext links), and any consequences thereof, including without limitation with respect to the sending, confirmation, refusal to accept, proof, withdrawal or cancellation, shipping, delivery, price and payment of any order or confirmed order between Account Holders and any Buyers and/or any other third parties, such transactions being subject solely to the terms and conditions of sale of the concerned Account Holder and/or any other conditions expressly agreed, as the case may be, between the Account Holder and Buyer.

Accordingly, Buyer is informed and recognizes that Buyer may bring no claim related, in any manner, to the ordering, purchasing and/or delivery of Products, and/or any defects of the Products purchased from Account Holders through the Website, including the Market Place. Any such claims shall be brought against and/or resolved directly with the concerned Account Holder, in accordance with Account Holders’ terms and conditions of sale, unless otherwise expressly agreed between Account Holder and Buyer.

LENEWBLACK will not reimburse and/or indemnify in any manner Buyer for any claim in relation with the Products.

 

5. Buyer’s undertakings and responsibilities

You warrant and represent to LENEWBLACK that You will not use the Website, including the Market Place, for any purpose that is unlawful, violates any third parties’ rights, is prohibited by the present Buyers Terms of Use and/or any applicable laws or regulations, including without limitation: (i) the posting or transmitting of any false, inaccurate, misleading, threatening, illegal, libelous, defamatory, obscene, scandalous, or pornographic material, content, information, or items ; (ii) manipulate the prices of any items or interfere in any manner with other users’ price listings; (iii) take any action that may adversely affect any Account Holders, LENEWBLACK (such as displaying, importing or exporting information of the Website or using it for purposes unrelated to LENEWBLACK) or any other third parties ; (iv) transfer Your account and ID’s to any third party without Our prior written consent.

If You violate any of the present Buyers Terms of Use, Your permission to use the Website immediately terminates without any notice. LENEWBLACK retains the right to deny access to the Website to anyone, at its sole discretion, for any reason, including for violation of present Buyers’ Terms of Use.

You are specifically prohibited from any use of the Website and You agree not to use or permit others to use the Website, for any of the following: (i) take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure, including but not limited to the distribution or posting of “spam”, chain letters, pyramid schemes or other such unsolicited mass e-mailing techniques; (ii) distribute viruses or any other technologies that may harm the Website, LENEWBLACK, or the interests or property of any other third parties; (iii) disclose to, or share the assigned Buyer ID with any unauthorized third parties or using the assigned Buyer ID for any unauthorized purpose; (iv) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of the Website; (v) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (vi) upload, post, emailing or otherwise transmitting any information, materials, or proprietary rights that You do not have a right to transmit under any law or under contractual or fiduciary relationships; (vii) violating any applicable national or international laws and/or regulations, including, but not limited to, any regulations having the force of law; or (viii) using any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy web pages of the Website, or the Materials without Our prior written permission, provided that generally available third party web browsers (such as Internet Explorer or Mozilla Firefox) may be used without such permission.

It is Your sole responsibility to acquire and maintain, at Your own expense, the computer hardware, software, communications infrastructure and access accounts required to safely and securely access the Internet, the Website, as well as to safely download any content from the Website.

The Website may contain links to websites of third parties. These links are provided solely as a convenience. LENEWBLACK is not responsible for the contents of such third parties websites or the links to which Buyers may be redirected. We do not have any responsibility for third party websites and do not make any representation regarding the content or accuracy of materials on such websites. Accessing such websites is at the sole risk of the concerned Buyer.

Nothing herein shall grant You as Buyer any rights in any Intellectual Property, source code, object code, text, graphics, photos, images, database technology, e-commerce technology, server technology, operating systems, business logic, development tools, other user’s materials or information, URL's, software, hardware, audiovisual display, look and feel, templates, arrangement and organization of web pages, or other content or data of LENEWBLACK and/or its licensors (including, as the case may be, Account-Holders), including without limitation the technology, software and hardware infrastructure and functionality provided by the Website or otherwise used to operate or provide it, all of which shall remain the sole and exclusive property of LENEWBLACK and/or its licensors.

 

6. Representations and warranties

You represent and warrant to LENEWBLACK that: (i) the execution of the present Buyers Terms of Use by You, and the performance of Your obligations and duties hereunder, do not and will not violate any agreement to which You are bound; (ii) the present Buyers Terms of Use, when accepted by You, will constitute legal, valid and binding obligations for You in accordance with the provisions of these Buyers Terms of Services; (iii) You will not knowingly use the rights granted hereunder for any unlawful purpose.

You further represent and warrant that all information and/or, as the case may be, Intellectual Property supplied by You to LENEWBLACK, on the Website, are complete and accurate and do not violate or infringe any copyright, privacy, trademark, trade secret, confidentiality, proprietary or intellectual property rights or any other personal, moral or property rights of any third party, nor do the same constitute a libel or defamation of any third party. You shall comply with all applicable laws, statutes, ordinances, rules and regulations of each country where applicable and LENEWBLACK's Visitors General Terms of Use and Legal Terms, as amended from time to time and available on each page of our Website.

You represent and warrant to LENEWBLACK that You have and will have all intellectual property rights necessary for the grant of rights herein and the performance of the present Buyers Terms of Services, and that You know of no right held by any third party adverse to the grant of licenses set forth herein.

 

7. Limitation of Liability

To the extent legally permitted, LENEWBLACK will not be liable for any damages of any kind arising from the use of the Website, including, without limitation, any direct, incidental, punitive, consequential, indirect, special, or exemplary damages, regardless of whether LENEWBLACK has previously been advised of the possibility of such damages.

LENEWBLACK does not guarantee continuous or secure access to the Website and/or Market Place, which may be interfered with by numerous factors outside of Our control. Accordingly, to the extent legally permitted, We exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of Your use of the Website and/or the Market Place.

The Website and/or Market Place are provided by LENEWBLACK on an “as is” and “as available” basis. LENEWBLACK makes no representations or warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and implied warranties arising from course of dealing or course of performance.

 

8. Indemnification

You agree to indemnify and hold harmless each of LENEWBLACK, its parents, subsidiaries, Affiliates, joint ventures, officers, directors, agents and employees, from any claim, demand or damages (actual and consequential) of every kind and nature, known or unknown, including reasonable attorneys' fees and costs, with or made by any third parties (including other users) due to, arising out of or in any way connected with any conduct by You and/or any members of Your personnel, the information and/or materials provided by You, a breach of Your representations or warranties, the violation of the present Buyers Terms of Use by You and/or any members of Your personnel, or the infringement by You of any intellectual property or other right of any person or entity.

 

9. Editorial Control

LENEWBLACK may from time to time change its interface design, navigation scheme and other aspects of how the Website will be used based on usability testing, best design practices and changing standards within LENEWBLACK.

 

10. Privacy Policy

In accordance with French applicable law, the Website was declared at the Commission Nationale de l’Informatique et des Libertés (CNIL) under no. 1349872. LENEWBLACK shall take reasonable steps to protect Your personal information.

You consent to LENEWBLACK collecting and processing Your personal information for the purposes and under the conditions set out in our our Privacy Policy, accessible by clicking on the following link:

https://www.lenewblack.com/lenewblack/article/privacy/

 

11. Miscellaneous

In the event that any term or provision of the present Buyers Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, that term or provision may be deleted or modified at the sole election of LENEWBLACK, and the remainder of the provisions of the present Buyers Terms of Use will remain valid and enforceable.

No exercise or failure to exercise or delay in exercising any right, power or remedy vested in LENEWBLACK shall constitute a waiver by it of that or any other right, power or remedy.

These Buyers Terms of Use have been prepared in the English language. In the event they are translated into the French language for purposes of any filing under applicable law or for any other purposes and there is any conflict between the English language version and the French language version, the English language version shall prevail.

LENEWBLACK reserves the right to modify, change or amend the present Buyers Terms of Use at any time, subject to prior written notice to the Buyer.

 

12. Governing Law

The present Buyers Terms of Use, their enforcement, performance, implementation, interpretation, termination and all suits and special proceedings that may ensue from their breach shall be governed in accordance with and under French law.

 

13. Competent Jurisdiction

LENEWBLACK, the Buyer and any other party who expressly accepts the present Buyers Terms of Use irrevocably agree that the relevant courts of Paris - FRANCE shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the present Terms of Services.

 

Last Update: February 22nd, 2017