Terms of use for private sales via Restocks

Below, you will find the ‘terms of use for private sales to Restocks’. We recommend reading them carefully. By registering as a private seller with Restocks, you indicate that you accept and comply with these terms of use and all appendices.

Article 1 - Definitions

• Restocks: Restocks B.V., CoC 74050710, Establishment number 000042037778, Veldsteen 19, 4815 PK Breda.

• Environment: Restocks.net and any other application designated by Restocks.

• Platform: the environment in which third parties can offer their products, falling within product categories designated by Restocks, to Users.

• User: every visitor to the Environment.

• Terms of Use: these terms of use for private sales to Restocks, including all appendices.

• Private Seller(s): every natural person who has created an Account, accepted these Terms of Use and has been accepted by Restocks as a seller.

• Account: the account created by the Private Seller in the Environment.

• Products: all products with regard to which Restocks has stated that they may be offered by Private Sellers in the Environment.

• Customer: a User of the Environment who proceeds to purchase a Product via the Platform.

• Purchase Agreement: the agreement that is concluded between the Private Seller and a Customer following the purchase by the Customer of a Product from Restocks via the Platform.

• Content: (some of) the specifications of Products in the Environment, which specifications and Products can be adjusted by Restocks at any time, consisting of, among other things, text, images and technical specifications, which Restocks makes available for the benefit of the Private Sellers.

• Restocks Brands: the Restocks word and figurative trademarks, as well as other distinguishing signs

• Fee: the commission charged by Restocks to the Customer on the Sales Price.

• Sales Price: the price including shipping costs, VAT and the service fee.

Article 2 - Account

1. Every Private Seller must create an Account before he can offer and sell Products via the Platform.

2. Registration as a Private Seller implies acceptance of the Terms of Use including all appendices and, to avoid misunderstandings, explicitly including the Private Seller Manual and of the obligation to comply with the Terms of Use.

3. To be able to act as a Private Seller, the Private Seller must:
   - have an account with Restocks;
   - confirm that the Terms of Use have been accepted.

4. From the moment the Account is created, the Private Seller is entitled to offer Products via the Platform in accordance with the Terms of Use.

5. The Private Seller is entitled to create only one (1) Account, which may only be used to offer Products that are the property of the Private Seller.

6. The Private Seller is at all times fully responsible for the use of his username, password and/or Account. Restocks is at all times authorised to suspend the use of the Account by the Private Seller for reasons of its own.

7. The Private Seller is not permitted to let others use his Account.

8. The Private Seller is responsible for the correctness of the information in his Account.

Article 3 - Offer

1. The Private Seller can only offer unworn and genuine Products. The Products must meet the conditions set out in the Private Seller Manual.

2. Restocks is the only one entitled to determine which product categories and/or subcategories may be offered on the Platform and/or added to the Platform, as well as from what time this will become possible. Restocks is also entitled to remove product categories and/or subcategories from the range on the Platform, without the Private Seller being able to exercise any right against Restocks as a result. Restocks reserves the right to exclude certain Products from the product categories and/or subcategories.

3. The product categories and/or subcategories that have been and/or will be made available by Restocks are included in the Private Seller Manual, which Manual, including the product categories and/or subcategories, may be changed unilaterally by Restocks from time to time.

4. Restocks is free to no longer allow the Private Seller to offer certain Products on the Platform. The Private Seller will (permanently) discontinue offering the relevant Product with immediate effect at the request of Restocks. If the Product is nevertheless still offered via the Platform, Restocks is entitled to remove the relevant Product of its own accord.

5. Restocks is entitled not to include the offer or certain information stated by the Private Seller with regard to the offer on the site or to remove it from the site if, in the opinion of Restocks, this is incorrect or misleading, in violation of these terms or if Restocks believes it can harm the reputation of Restocks, the Platform or third parties.

Article 4 - Ordering and Delivery

1. A User can place an order for a Product offered by a Private Seller through the normal ordering process at Restocks.

2. The Private Seller will keep a close eye on his e-mail so that he can take note of information sent to him by Restocks in a timely manner.

3. An order for a Product offered by the Private Seller will then be processed in accordance with the ‘Private Seller Manual’.

4. The Private Seller will use the shipping label made available to him by Restocks for the purpose of sending the order. The Private Seller will print this shipping label on blank paper and make no changes to it.

Article 5 - Genuine product

• The product must be 100% authentic, new, unworn and delivered with the original shoe box and accessories

• The product must be sent to the Restocks authentication centre within the set shipping time.

If the product does not meet the conditions, the authentication costs of EUR 20 are payable by the Private Seller.

If the product is not shipped or not shipped in time, the Private Seller will receive an official warning and after a second warning, the (authentication) costs of EUR 20 are payable by the Private Seller and the Private Seller risks having his/her account blocked.

Article 6 - Customer relationship

1. If a Customer of the Platform proceeds to purchase a Product offered on Restocks, a Purchase Agreement is concluded between the Private Seller and the Customer.

2. The Private Seller acknowledges that he is part of the Purchase Agreement that is concluded when the Buyer purchases a Product via the Platform. However, Customers must accept the “General conditions for buying via Restocks” before Customers can proceed to conclude a Purchase Agreement with Restocks via the Platform. These conditions apply between the Private Seller and the Customer and relate to the service to be provided by Restocks, being the Platform, and the use thereof by the Customer. Restocks is entitled to change the “General conditions for buying from other sellers” from time to time.

3. The Private Seller is responsible for correct compliance with the Purchase Agreement. The Private Seller acknowledges that in accordance with the provisions of these Terms of Use and the General conditions for buying via Restocks, the Customer can contact Restocks.

4. The Private Seller acknowledges that the Private Seller applies service levels, as included in Appendix 1, and that Restocks reserves the right to block the Account if the Private Seller does not meet these service levels. Restocks reserves the right to change the service levels.

5. The aftersales, including customer service, warranty and settlement of return shipments, is entirely at the expense and risk of Restocks. Restocks guarantees that any questions it receives from Customers will be answered within two (2) days/forty-eight (48) hours.

6. The Private Seller is obliged to ensure his offer, as well as the execution of the Purchase Agreement, are in accordance with applicable laws and regulations and the General conditions for buying via Restocks (of Restocks, as amended from time to time). The Private Seller is not entitled to deviate from this, or to conclude or re-conclude the sale with a Customer outside the Platform.

7. Restocks sends Customers confirmation by e-mail after the Purchase Agreement has been concluded. Otherwise, contact with the Customer is in accordance with the provisions of the Private Seller Manual. The Private Seller hereby irrevocably authorises Restocks to communicate directly with the Customer on behalf and at the expense and risk of the Private Seller without the Private Seller becoming a party to the Purchase Agreement.

Article 7 - Payments

1. The Private Seller pays a fee to Restocks for each Product sold via the Platform. This fee consists of 2 types:
   Resell: 10% service fee and €20 operational fee.
   Consign: 5% service fee and €20 operational fee.
   The Private Seller acknowledges that Restocks is entitled to unilaterally adjust the amount of the Fee for each subcategory and/or product category twice a year.

2. The Private Seller acknowledges that for each Product sold by Restocks, the Customer owes a service fee for his use of the Platform on which the Purchase Agreement is concluded, which amount will be charged by Restocks to the Customer in addition to the purchase price and which accrues to Restocks.

3. If a Purchase Agreement is dissolved within fourteen (14) days of delivery of the relevant Product for reasons stated in Terms of use for buying via Restocks Article 6.1, Restocks will return the payment directly to the Customer. If a Purchase Agreement is dissolved after fourteen (14) days, Restocks reserves the right not to accept it.

Article 8 - Services of Restocks

1. After deduction of the Fee as determined in Article 6.1 of these Terms of Use, Restocks will transfer the payments it has received to the account specified by the Private Seller. The payments received by Restocks from the Customers are, in principle, held by Restocks in a suspense account for approximately four (4) days, until the product is received in good condition. In principle, Restocks will pay out the payments received every day after the aforementioned term has expired. At the end of the reservation period of approximately four (4) days referred to in this paragraph, the relevant payment received from the Customer will be transferred to the Private Seller at the next payment moment.

Article 9 - Privacy

1. Restocks does not disclose personal data of the Customers to the Private Seller.

2. Restocks does not disclose personal data of the Private Seller to the Customers.

Article 10 - E-mail/chat communication between the Private Seller and Restocks

1. All communications that take place via e-mail or chat are retained by Restocks on its servers and can be viewed and used by Restocks to:
   - support the Private Seller and/or the Customer in case of questions and/or problems;
   - to assess whether the Private Seller complies with the Terms of Use and the SLA referred to in Appendix 1; and
   - to analyse process improvements.

2. The Private Seller hereby explicitly agrees and gives Restocks permission to retain, view and use the communications that take place via e-mail and chat in accordance with the provisions of paragraph 2 of this article.

3. Communications that take place via e-mail will be retained by Restocks for a maximum of two years.

Article 11 - Guarantees and obligations

1. The Private Seller declares and guarantees that he is entitled to accept and comply with these Terms of Use, as well as the Private Seller Manual and to grant the rights he hereby grants.

2. The Private Seller guarantees that:
   - only Products will be offered in the product categories opened by Restocks;
   - the Products he offers are unworn and authentic products;
   - the Products he offers are his property, that the offer is not misleading or otherwise violates applicable laws and regulations, that he is authorised to offer these Products for sale and to sell them and that the Products offered are always original Products, not imitation products;
   - the Products are not faulty;
   - the Products he offers and the (product) information he provides do not infringe any rights (such as but not limited to intellectual property rights);
   - the acts of the Private Seller and/or the Products of the Private Seller will not harm the reputation and/or good name of Restocks or the Environment;
   - he acts in accordance with the Terms of Use, the Private Seller Manual, the General conditions for buying from other sellers, as well as all applicable laws and regulations;
   - he always acts in accordance with the guidelines and instructions of Restocks with regard to the installation and use of the Platform.

3. The Private Seller will indemnify Restocks against all damage from claims against Restocks as a result of non-compliance with the guarantees of this article.

Article 12 - Intellectual property rights

1. Restocks obtains the non-exclusive, non-transferable right to use the logo and wordmark of the Private Seller as long as the Private Seller offers Products on the Platform in the Environment, as well as in communication and advertising statements in all media for the benefit of (the range on) the Platform.

2. The Private Seller acknowledges that all (intellectual property) rights regarding the Environment, the design, the Content and all Restocks Brands and logos are and remain the property of Restocks and may in no way be used by the Private Seller without the prior written consent of Restocks. The Private Seller will always fully respect the intellectual property rights and all other rights of an exclusive nature of Restocks and third parties.

3. The Private Seller will under no circumstances deposit and/or register in his own name, a trademark or domain name registration containing the Restocks element or an element or logo similar to it. For any use of Restocks logos by the Private Seller, prior written approval must be obtained from Restocks.

Article 13 - Termination of Restocks Private Dealership

1. Restocks is at all times entitled, without stating a reason, not to grant an Account to a Private Seller, to stipulate additional requirements for the granting of an Account, to block an Account that has already been created or to terminate the Private Dealership with immediate effect. This will be the case, for example, if Restocks suspects that one or more of the applicable terms and conditions are being violated, there is fraud, the use of the Account disrupts the proper functioning of the Restocks Environment or, in the opinion of Restocks, may harm the good name of Restocks or third parties.

2. Restocks is also at all times entitled to no longer make the functionalities for the Private Dealership available.

Article 14 - Consequences of terminating Private Dealership

If the Private Dealership is terminated for any reason:

1. the Account will be blocked and the Private Seller will no longer be allowed to use the Restocks sales facilities.

2. the Private Seller is no longer entitled to use the Content, the Products and the Restocks Brands (insofar as this right existed).

3. the Private Seller cannot claim any compensation from Restocks in connection with the termination of the Private Dealership by Restocks and the Private Seller hereby waives any right to any compensation.

4. the Private Seller is responsible for the costs of returning all Products he wishes to receive back.

Article 15 - Liability

1. The Private Seller is fully responsible and liable for the use of the Account.

2. The Private Seller fully indemnifies Restocks against all damage and/or costs of whatever nature arising from the non-fulfillment of one or more obligations under these Terms of Use.

3. During his activities under this agreement, the Private Seller undertakes to fully comply with all applicable privacy laws and regulations, currently the Dutch Personal Data Protection Act, and he indemnifies Restocks against all damage and/or costs of whatever nature in this regard.

4. Unless in the event of intent and/or gross negligence on the part of Restocks, Restocks is in no way liable for damage and/or costs of whatever nature of the Private Seller in connection with the use of the Platform, the Account, the Content and/or the Products, such as but not limited to damage and costs as a result of improper functioning of the Platform, technical malfunctions, incorrect Content information, etc. Restocks does not guarantee and is not responsible for the fulfillment of the obligations of the Private Seller or the Customer.

5. If the exclusion of liability as referred to in Article 14.4 is declared wholly or partially null and void by a competent court, or is annulled, the parties hereby agree that Restocks will in that case only be liable or the direct demonstrable damage suffered/costs incurred (with the exclusion of consequential/indirect damage/costs) and this liability for this direct damage/these direct costs will never amount to a total of more than € 100 (in words: one hundred Euros)

Article 16 - Miscellaneous

1. The Private Seller will never pose as an agent or representative of Restocks and, in particular, he will not make any commitments or enter into obligations for or on behalf of Restocks. The Private Seller fully indemnifies Restocks against all damage and/or costs of whatever nature arising from the non-fulfillment of this article

2. The Private Seller is not entitled to transfer (part of) his Private Dealership to a third party, unless Restocks has given its prior written permission for this.

3. Restocks is at all times entitled to change these Terms of Use and the Private Seller Manual. The amended Terms of Use and/or the Private Seller Manual will be effective from the time they are posted in the Environment. If a Private Seller subsequently continues to use his Account, he thereby accepts the applicability of the amended Terms of Use and/or the Private Seller Manual. It is therefore advisable to consult the Terms of Use and the Private Seller Manual before using the Account. If the amended Terms of Use and/or the Private Seller Manual are not acceptable to the Private Seller, the Private Seller is entitled to terminate the Private Dealership.

4. If any provision of these Terms of Use is in conflict with applicable law, this provision will be amended in such a way that it will be in accordance with applicable law, taking into account the purport of the relevant provision to the greatest possible extent.

5. The Private Seller agrees that Restocks will inform him from time to time by e-mail at the e-mail address known to Restocks about the use and the possibilities of the Platform and/or Account, such as but not limited to the operation and (possibly new) (application) possibilities of the Platform and/or the Account (service e-mails).

Article 17 - Applicable law and competent court

The Private Seller Conditions and the Private Dealership are exclusively governed by Dutch law and disputes will be submitted to the competent Dutch court.

Appendix 1: service levels

The Private Seller will meet the following service levels, which determine the level of service provided by Private Seller to Customers;

• Send the Product no later than 3 working days after the confirmation (payment) of the order.

• Answer questions from Restocks within 24 hours.