TERMS & CONDITIONS

Last Update: 13 July, 2018

 
Please read the Bsamply Terms of Use collectively with the BSAMPLY Privacy Policy. Read them fully and carefully before using the Site bsamply.com and the services, features and content which are defined below and offered by Bsamply, together with the Site. These Terms set forth the legally binding terms and conditions for your use of the Site and the Services.

Bsamply, Inc. (“BSAMPLY”) owns and operates bsamply.com (the “Website”) which provides registered members (“users”, “buyers” or “suppliers”) access to materials search, samples ordering, suppliers, and partners as well as related products or services (collectively, “BSAMPLY Products and Services”). These Terms and conditions of use (“Terms”) set forth the legally binding terms and conditions for your use of the Site and the Services.

These Terms constitute a legally binding agreement between you and BSAMPLY and is deemed accepted by you each time that you visit the Website, or use or access any BSAMPLY Products and Services. If You object to anything in these Terms or the Privacy Policy, please do not access the Website or use any BSAMPLY Products and Services.

Your use of certain BSAMPLY Products and Services may require you to agree to additional Terms and Conditions, or enter into separate agreements with us or applicable partners, suppliers or other website users. If you are accepting these terms and accessing the website and/or using the BSAMPLY Products and Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

The Terms are subject to change by us at any time, with or without notice to you, effective upon posting an updated version to this web page. The Terms are effective as of the “Last Updated” date above. By accessing the Website or using any BSAMPLY Products and Services after any such changes, it will mean you accepted any new or changed Terms. Your right to use the Website is expressly conditioned on acceptance of these Terms. You may use or access the Website and/or the BSAMPLY Products and Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. BSAMPLY may terminate these Terms and your access to all or any part of the website and/or the BSAMPLY Products and Services at any time and for any reason without prior notice or liability and in BSAMPLY’s sole discretion.

THE BSAMPLY SERVICE

BSAMPLY provides a number of Internet-based services through the Site. One such service enables textile, leather, yarns and accessories suppliers and buyers (“Purchaser Users”) to discover one another and enter into buyer/seller relationships. Suppliers may create “Supplier page” which include specific articles of textile, yarns, leather and/or accessories offered for sale. Users who would like to sell Products through Supplier Pages must also enter into the Supplier Agreement. Users who purchase products agree to do so in accordance with the “Order confirmation”. BSAMPLY allows all users to browse the public areas of the Site and liaise with other users. Purchaser users may purchase Products from the Suppliers only if the BSAMPLY request and the BSAMPLY terms and conditions have been adhered to. BSAMPLY may offer a number of other services on its Site, such as newsletters and tailored emails which may change from time to time.

1. ACCEPTANCE OF TERMS

By registering for and/or using the Website in any manner, you agree to these Terms and all other operating rules, policies and procedures that may be published from time to time on the Website by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

These Terms apply to all users of the Website, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

2. BASIC TERMS

AGE RESTRICTIONS

You must be at least the age of majority in the state or country where you live when using BSAMPLY Products and Services and when visiting the Website.

REGISTRATION

Access to the majority of BSAMPLY Products and Services will require you to register with us and create an account on the Website. If you register with us, you agree to provide us with accurate information and updated it when necessary. All personally identifiable information will be subject to our Privacy Policy. You may register also with us by linking your LinkedIn account.

ELIGIBILITY

We may, in our sole discretion, refuse to offer the Services to You, or any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

REGISTRATION ON BEHALF OF OTHERS

If you are accepting these Terms and accessing the website and/or using the BSAMPLY Products and Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

AGREEMENT TO ADDITIONAL TERMS

By using the Website, you must also agree to our Privacy Policy and Cookie Policy. Through the use of BSAMPLY Products and Services you may be provided with additional Terms and Conditions, or enter into separate agreements with us or applicable partners, suppliers or other website users.

UPDATES OF TERMS

The Terms are effective as of the “Last Updated” date above. BSAMPLY may change these Terms at any time, with or without notice to you, by posting an updated version to this web page. If you continue accessing the Website or using any BSAMPLY Products and Services after any such changes, it will mean you accepted any new or changed Terms.

TERMINATION OF TERMS

BSAMPLY may terminate these Terms and your access to all or any part of the website and/or the BSAMPLY Products and Services at any time and for any reason without prior notice or liability and in BSAMPLY’s sole discretion.

3. PRIVACY

We collect certain information on you, subject to our Privacy Policy. Your use of the Website and/or the BSAMPLY Product and Services may involve the transmission to BSAMPLY of certain personally-identifiable information (“Personal Information”). BSAMPLY’s policies with respect to the collection and use of personal information are set forth in its then-current Privacy Policy, which also governs your access to the website and/or use of BSAMPLY Product and Services, and is incorporated herein by reference, in its entirety.

4. REGISTRATION

To get the most benefit from the Website, You may be required to register for an account. You must provide accurate and complete information and keep Your Account information updated. You shall not: select or use as a username a name of another person with the intent to impersonate that person; use as a username a name subject to any rights of a person other than you without appropriate authorization; or use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

As part of the Services, we may ask you to link your third party accounts such as LinkedIn. By signing into the Service through or linking your Account to any Third Party Account, you permit us to access and aggregate certain information from your profiles on such sites for use by the Service. You ultimately control how much information is accessible via Third Party Accounts via your privacy settings on such sites. Please note that these account sharing restrictions may result in you being unable to use some or all features of the Service. When you use the Service, you are authorizing us to collect, store, and use, in accordance with our Privacy Policy, any information that you permit the third party websites to provide to us and to access tokens made available by those third party websites.

5. CONTENT

BRAND CONTENT

BSAMPLY or its licensors retain all right, title and interest in and to its designs, text, graphics, images, video, information, logos, button icons, software, audio files and other Content used on the Website and/or the BSAMPLY Products and Services (collectively, “Brand Content”). All Brand Content is the property of BSAMPLY or its licensors. The compilation (meaning the collection, arrangement and assembly) of all content that is part of the Website and/or the BSAMPLY Products and Services is the exclusive property of BSAMPLY and is protected by copyright, trademark, patent and other laws. Unauthorized use of the Brand content may violate these laws and/or applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service mark and other proprietary notices contained in the original Brand Content on any authorized copy you make of the Brand content.

You are not allowed to:

  • use our trademarks, service marks or logos without our written permission in each instance;
  • copy or use the Brand Content for any purpose other than your use of any BSAMPLY Products and Services;
  • remove any copyright or other protected notices contained in the Brand Content on any authorized copy you make of the Brand Content;
  • sell, transfer, assign, license, sub license, or modify the Brand Content, or use the Brand Content for any public or commercial purpose; or
  • use or post the Brand Content on any other website or in a networked computer environment.

USER and PRODUCT CONTENT

All Content relating to your Products that you submit through the Services (“Product Content”) and all other Content added, created, uploaded, submitted, distributed, or posted to the Services by users, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Product Content or User Content originated. You acknowledge that all Content, including Product Content and User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. You may delete or remove your Product Content or User Content, either yourself or through a request made to one of our employees or affiliates. When your Product Content or User Content is deleted, it will be removed from the Services. However, You understand that any removed Product Content or User Content may persist in backup copies for a reasonable period of time. By accepting these Terms, you agree to provide BSAMPLY with certain Product Content or User Content.

BSAMPLY users may post a variety of content on the Website including, but not limited to, representations of materials (fabrics, leathers, cloths, etc.) and images; send emails, messages, and other communications; and submit suggestions, ideas, comments, questions, or other information (collectively, “User Content”) within the platform.

You may not post User or Product Content which is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “Spam”.

You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a communication or other content.

BSAMPLY reserves the right (but not the obligation) to remove or edit such User or Product Content that violates these Terms.

USE LICENSE

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use Content solely for purposes related to the purchase and sale of your goods through the Services for business use. Use, reproduction, modification, distribution or storage of any Content for other than a Business Use is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content in any way that violates any third party right.

LICENSE GRANT

By registering on our Website, you grant BSAMPLY and sub licensees the right to use your trademark (which includes company name, logos, slogans used to identify your products) for promotional and commercial purposes related to the purchase and sale of your goods through the Services.

If you do post or submit User or Product Content, and unless we indicate otherwise, you grant BSAMPLY a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such user content throughout the world in any media.

You agree that such User or Product Content license includes the right for BSAMPLY to provide, promote, and improve the BSAMPLY Products and Services, including but not limited to resolving disputes amongst users, and to make the User or Product Content submitted to or through the Website and/or BSAMPLY Products and Services available to other companies, organizations or individuals who partner with BSAMPLY for the syndication, broadcast, distribution or publication of such User or Product Content on other media and services, subject to our Terms and Conditions for such content use.

Such additional uses by BSAMPLY, or other companies, organizations or individuals who partner with BSAMPLY, may be made with no compensation paid to you with respect to the User or Product Content that you submit, post, transmit or otherwise make available through the BSAMPLY Services.

BSAMPLY may modify or adapt your User or Product Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your User or Product Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media.

BSAMPLY reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any User or Product Content through the BSAMPLY Services, to suspend or terminate users, and to reclaim accounts.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

  • satisfy any applicable law, regulation, legal process or governmental request;
  • enforce the Terms, including investigation of potential violations hereof;
  • detect, prevent, or otherwise address fraud, security or technical issues;
  • respond to user support requests;
  • protect the rights, property or safety of BSAMPLY, its users and the public.

AVAILABILITY OF CONTENT

We do not guarantee that any Content will be made available on through the Services. Further, we have no obligation to monitor the Site or the Services. However, we reserve the right to remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms, or for no reason at all and to remove or block any Content from the Services.

6. YOUR ACCOUNT

You’re responsible for your information and BSAMPLY may delete your account if you are found to be in violation of these Terms.

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You are also responsible for all Personal Information you provide on your account or through your usage of the website.

BSAMPLY may delete or change your password at any time for any reason, in its sole discretion.

Should BSAMPLY find that you are in violation of these Terms or in violation of other policies you have agreed to on the Website, BSAMPLY reserves the right to terminate your account and revoke your access to BSAMPLY products and services.

7. PAYMENTS

You are obligated to pay for purchases made on BSAMPLY Products & Services

If you make any purchases on the BSAMPLY Website or otherwise purchase something from BSAMPLY, you also agree to pay the applicable fees as they become due plus all related taxes.

You acknowledge that during the purchasing process BSAMPLY’s Supplier members may receive your billing, shipping, and contact information in order to complete your order requests subject to our Privacy Policy.

If you have signed up a Supplier Membership, you also agree to pay the applicable fees for any BSAMPLY Products and Services, as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the applicable subscription period during which you cancel your subscription. If you sign up a Supplier Membership, you agree to recurring payments on your account.

You also acknowledge that BSAMPLY Products and Services are subject to these Terms and any other additional terms as required. In the event of a conflict, the conditions of the supplier’s contract will prevail.

8. COPYRIGHT COMPLAINTS

If you believe that BSAMPLY contains any content that infringes your copyright, please contact BSAMPLY, as detailed below, with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of where the material that you claim is infringing is located on BSAMPLY;
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

To contact BSAMPLY Copyright Agent by email, please write info@bsamply.com with COPYRIGHT NOTICE in the subject line.

BSAMPLY reserves the right to remove content alleged to be infringing without prior notice, in its sole discretion, and without liability to you. In appropriate circumstances, BSAMPLY will also terminate a user’s account if the user is determined to be a repeat infringer.

9. SUPPLIER MEMBER SERVICES AND PLATFORM

The supplier member services and supplier membership plan are made available through the Website, which include content such as, description of materials/products, company information, profile pictures and photographs, banners, or other content provided by other users and third parties (“Product Content” and “User Content”). BSAMPLY does not make any representations regarding the accuracy or validity of such service content or their appropriateness for evaluation by designers, merchants, manufacturers, or other business entities. Under no circumstances will BSAMPLY be liable in any way for any Service Content, including, but not limited to, any errors or omissions in any service content, or any loss or damage of any kind incurred as a result of the use of any Service Content posted, emailed, transmitted or otherwise made available via the Website, the BSAMPLY products and services or broadcast elsewhere.

10. UNSOLICITED INFORMATION

By submitting any Unsolicited Information and materials, including but not limited comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to BSAMPLY, you agree to be bound by the following Terms and Conditions. If you do not agree with these Terms and Conditions, you should not provide BSAMPLY with any Unsolicited Information.

All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. BSAMPLY, or any of its affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, BSAMPLY and its affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to BSAMPLY for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products.

By submitting any unsolicited information, you are granting BSAMPLY a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sub license, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

11. REPRESENTATIONS AND WARRANTIES

You represent and warrant that any material, of any kind, including user or product content that you submit to BSAMPLY is owned by you and will not (a) violate or infringe upon the rights of any third party, including, but not limited to copyright, trademark, privacy or other personal or proprietary rights; or (b) contain any libelous or otherwise unlawful material. If you wish to have items removed please contact info@bsamply.com.

As a Supplier Member of BSAMPLY, by listing a material on the Website you warrant that you and all aspects of the material and information attributed to that material comply with BSAMPLY’s policies. You also warrant that you may legally sell the material. You must accurately describe your item and all terms of sale on the Website. Each listing must accurately and completely describe the item(s) or service(s) for sale in that listing.

All sales facilitated on the Website or through the use of BSAMPLY’s Products and Services are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: the buyer fails to meet the terms of the seller’s listing (such as payment method), or the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

You also represent and warrant that any user or product content posted by you will not send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming” and “phishing” be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages; transmit, distribute or upload programs or material that contain malicious code or other potentially harmful programs or other material or information.

12. WARRANTY DISCLAIMER

This section limits the liability of BSAMPLY and its subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “BSAMPLY Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

You acknowledge that We have no control over, and no duty to take any action regarding: (i) which users gain access to the Services; (ii) what Content You access via the Services; (iii) what effects the Content may have on you; (iv) how you may interpret or use the Content; or (v) what actions you may take as a result of having been exposed to the Content.

The services and content are provided as is, as available and without warranty of any kind, express or implied, including but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose and any warranties implied by any course are expressly disclaimed. We, and our directors, employees, managers, suppliers, partners and content providers do not warrant that: (i) The services will be secure of available at any particular time or location (ii) Any defects will be corrected; (iii) Any content or software available at or through the services is free of viruses or other harmful components or (iv) The results of using our services will meet your requirements. Your use of the services is solely at your own risk.

The Website, service content and/or BSAMPLY Products and Services may contain links to third-party websites or resources. You acknowledge and agree that the BSAMPLY entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the BSAMPLY Entities of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, BSAMPLY Entities shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or user content of any third party on the website, and/or bsamply products and services, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (iii) any content obtained from the services; or (iv) unauthorized access, use or alteration of your transmissions or content.

14. RULES OF CONDUCT & RESTRICTIONS ON USE OF BSAMPLY

You promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Services.

You shall not and shall not permit any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Product Content or User Content, that:

  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • You know is false, misleading, untruthful or inaccurate;
  • is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  • contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  • impersonates any person or entity, including any of our employees or representatives;
  • includes anyone’s identification documents or sensitive financial information;
  • is fraudulent or involved in the sale of illegal, counterfeit or stolen items;
  • is defamatory, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person or falsely state or otherwise misrepresent your affiliation with any person.

You may not do any of the following while accessing the Website and/or using BSAMPLY Products and Services:

  • access, tamper with, or use non-public areas of the Website and/or BSAMPLY Products and Services or the BSAMPLY computer systems;
  • probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
  • access or search or attempt to access or search the Website and/or BSAMPLY Products and Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by BSAMPLY (and only pursuant to those terms and conditions);
  • forge any TCP/IP packet header or any part of the header information in any e-mail or posting, or in any way use the Website and/or BSAMPLY Products and Services to send altered, deceptive or false source-identifying information;
  • interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on BSAMPLY, the Website and/or BSAMPLY Products and Services;
  • collect personal data about other users for commercial or unlawful purposes via manual or automated means, including spiders, robots, crawlers, data mining tools, and the like; or
  • otherwise take any action in violation of our guidelines and policies.

15. PROFILE RELIABILITY

BSAMPLY operates as a conduit between our supplier members and our buyer users, as well as other business entities. Our supplier members may provide services and sell products through third party sites or other direct forms of communication. We may provide links or contact information to our supplier members or their third party sites. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these supplier members or the content of their websites. BSAMPLY does not assume any responsibility or liability for the actions, product, and content of any such third parties. You should carefully review their Terms and other Conditions of use.

16. ENDING THESE TERMS

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees already paid are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold the BSAMPLY Entities harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of these Terms; (ii) your access to, use, or misuse of the Website, and/or BSAMPLY Products and Services; (iii) any User Content; or (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defences. For clarity, You further agree to promptly reimburse BSAMPLY and any other indemnified person hereunder for all expenses (including fees and disbursements of counsel) as they are incurred by BSAMPLY or such other indemnified person in connection with investigating, preparing for or defending, or providing evidence in, any pending or threatened action, claim, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not BSAMPLY or any other indemnified person is a party thereto) and in enforcing these indemnification provisions. Your indemnity, contribution, reimbursement and other obligations under these indemnification provisions shall be in addition to any liability that You may otherwise have, at common law or otherwise, and shall be binding on Your successors and assigns.

18. WAIVER AND SEVERABILITY

These Terms are the entire agreement between You and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals whether oral, written or electronic between you and us with respect to the Services. The failure of BSAMPLY to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

19. MODIFICATION

We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending You notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also Your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.

20. DISPUTES

DISPUTES BETWEEN SUPPLIER AND PURCHASER

In the event of disputes arising from the contract concluded through the Platform between Supplier and Purchaser the conditions described below apply.

BSAMPLY will not be in any way responsible for handling any disputes between the Parties. In the event that one of the Parties reports a problem related to the goods or requests the return of the goods, the Conditions of sale in the last order confirmation accepted by both parties are valid: the Conditions of sale present in the Order Confirmation govern the methods for the management of Disputes between the Parties. It is the responsibility of the Parties to enter, modify and accept jointly the Conditions of Sale present in the the Order Confirmation.

Once a dispute is initiated by the Parties, the Supplier, at the request of the Counterparty, but in any case at its sole discretion, can block the issuance of the invoices by BSAMPLY to the Purchaser. The Supplier can block the issue of invoices directly through the Platform.

In the event that the Purchaser opens a Dispute and the Supplier has not blocked the issuance of the invoices, BSAMPLY will continue to send the unpaid invoices to the Purchaser, according to the periodicity of payments provided in the last Order Confirmation accepted by the Parties.

Once the Parties reach an agreement following the opening of a Dispute, they must both accept the updated Order Confirmation (if necessary) with the new Conditions of Sale established by the Parties.

Any kind of agreement reached by the Parties following the opening of a Dispute, will not affect in any way the Commissions already held by BSAMPLY. Commissions already held by BSAMPLY are final and non-repayable.

21. REFUND POLICY

The Conditions of sale present in the Order Confirmation govern the terms of Return between the Parties. It is the responsibility of the Parties to enter, modify and accept jointly the Conditions of Sale governing the return conditions within the Order Confirmation.

BSAMPLY will not be in any way responsible for handling any disputes between the Parties. In the event that one of the Parties reports a problem related to the goods and opens a dispute, the Conditions of sale will be present in the last order confirmation accepted by both parties.

In the Order Confirmation, the Items relating to the return modalities will be filled, such as:

  • the Days available from the delivery of the goods to report a problem related to the goods received and open a Dispute,
  • the Court of jurisdiction in case of dispute,
  • the possibility or not to grant, in any case, the Return of Temporary stock and Reuse stock.

Unless otherwise specified by the Parties in the Order Confirmation, the returned items must comply with the following criteria:

  1. In order to be able to report a problem related to the goods and therefore open a dispute it is necessary that there is one or more of the following defects, together with what otherwise specified by the Supplier in the Order Confirmation:
  • the Product has not been received,
  • the Product does not comply with the specifications provided by the Supplier on the Order Confirmation. By way of example, but not exhaustive, the Product has been delivered in quantities other than those established in the Order Confirmation and exceeds the tolerance margin set forth in the Order Confirmation or has a color or colors that do not conform to the Product’s specifications;
  • the Product has not been received in the time and in the manner established between the Parties in the Order Confirmation;
  • the Product presents serious damages that have not been communicated by the Supplier in the Order Confirmation, or presents damages or defects in percentage quantities higher than those indicated in the Order Confirmation, or again, presents damages or defects in quantities exceeding the margin of tolerance provided in the Order Confirmation.
  1. The Products must be returned in the same condition in which they were received. Returns that do not meet these standards will not be accepted.
  1. You will not report a problem related to the goods and then open a dispute for the following Products:
  • Sample
  • Large Sample
  • Color Card
  • Temporary Stock (unless expressly specified in the Order Confirmation by the Supplier).
  • Reuse Stock (unless expressly specified in the Order Confirmation by the Supplier).
  1. The Supplier will not accept return goods upon their authorization of the Return Request.

Except for some types of products, unless otherwise specified by the Parties in the Order Confirmation, the Purchaser may report a problem related to the goods and then open a dispute at any time before the delivery of the order and up to a maximum of following days, the amount of which is established by the Parties in the Order Confirmation.

It is our goal that every item arrives in excellent condition and we want the Buyer to always be enthusiastic about his purchase. If you receive a Product in an incorrect or damaged condition or if it does not correspond to the Product description on the Site or to the specifications established in the Order Confirmation, please notify the Supplier as soon as possible and proceed with the request for return through the Platform opening a dispute.

22. SHIPPING POLICY

The parties will establish in the Order Confirmation which of the two will have the task of organizing the shipment of goods, and then to instruct the company of logistics services. It is up to the Party that has taken over the organization of the delivery to insure, or in any case assume responsibility for the Products for the full replacement value against all risks until the delivery of the Products to the Purchaser.

The Party that arranges the shipment of the goods will be solely responsible to organize the Delivery of Products and will make every commercially reasonable effort to deliver the Products within five (5) days of the promised delivery date. In the event that the Party can not deliver the Products by that date, it will inform the other in writing of the delay.

The Parties shall establish in the Order Confirmation all the details and timescales concerning the shipment of the Products in order to prevent disputes arising from misunderstandings. For example, the Parties in the Order Confirmation can determine which of the two will be responsible for shipping and customs costs. In the event that the Supplier will charge the Purchasers for shipping costs or other expenses related to the management or delivery of the Products, the Supplier will clearly indicate the same on the Platform.

BSAMPLY will not be liable in any way for everything related to the shipment of the Products, such as any delays, losses or missed shipments or damage to the Products for any reason, including those caused during shipping.

23. ELECTRONIC COMMUNICATIONS

By providing us your email, you consent to receive communications from us electronically and you may receive emails from us. When you access the Website and/or use our products and Services or send emails to us, you are communicating with us electronically. We will communicate with you by email or by posting notices on this website or through any other communication tool. You may opt-out of some communications from us by editing your email preferences, as described in our Privacy Policy.

24. MISCELLANEOUS

FORCE MAJEURE

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

ASSIGNMENT

These Terms are personal to You, and are not assignable, transferable or sub-licensable by You except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

AGENCY

You and BSAMPLY are independent contractors, and no agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

NOTICES

Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to Info@bsamply.com

NO WAIVER

Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide You with written notice of such waiver through one of our authorized representatives.

HEADINGS

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

25. APPLICABLE LAW

By accessing or using the Website or using any Bsamply Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Bsamply.

26. CONTACT

You may contact us at the following address: Info@bsamply.com

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