Mason Garments B.V. - Terms and Conditions Business to Business

1) The present general conditions govern all contracts between the purchaser and Mason Garments BV (the producer) and are intrinsic part of each legal agreement between the parties.

2) The contract is understood to be concluded when the formal acceptance of the order made by the producer reaches the purchaser or when the producer executes the order made by the purchaser. The purchaser order is irrevocable and binding for the purchaser who signed it and is not binding for the producer, who is entitled to not accept it wholly or partially.

3) The delivery of goods is understood to be preformed by the producer by handing the goods over the first carrier, chosen by the producer for the transmission of the goods to the purchaser. The goods are conveyed at the risk and peril of the purchaser, even when free of delivery charges.

4) The deadline for delivery stated in the orders, in the letters of acceptance and in the contracts, is not essential and has been set on a purely indicative basis. In any case a 30 days margin shall be allowed on the above mentioned deadline.

5) The purchaser hereby acknowledges that the producer has the right to suspend the delivery of one or more orders in case of delay or total partial failure of the purchaser to preform previous contracts, or if, in the view of the producer, no subject to challenge, the solvency of the purchaser is deemed to be non existent or diminished.

6) Should one of the conditions indicate at point 5) verify, the purchaser acknowledges hereby the right of the producer to discharge the contract by writing, even by telex. The producer has the right to obtain damages.

7) The purchaser hereby acknowledges that producer has the right to undertake deliveries in the basis of quality, models of types selected according to the discretion of the producer, not subject to challenge. The purchaser likewise authorizes the producer to suspended the delivery of goods at any time at the discretion of the same.

8) Causes of force majeure, including strikes in the sector and by suppliers of the raw materials used in the manufacturing of the goods sold shall lead to a further 30-days extension of the terms of delivery, besides the ones set forth in point 4) above.

9) The purchaser, in the cases set forth points 4), 5), 6), 7), and 8) above, may not, under any circumstances, refuse the receipt of goods or claim damages from the producer for delay or failure to deliver the order wholly or partially.

10) The purchaser breaches the contract and penalty of euro 100.00 per each day of delay is due by the same if, without lawful cause or in breach of point 9) above, the purchaser refuses to take over the goods or to do all the acts which could reasonably be expected of him in order to enable the seller to make delivery. The producer has the right to obtain damages for actual damage and for loss of profit above the penalty above.

11) Complaints and objection as to the quality of the goods and proper manufacturing of the garments/ shoes shall be advanced exclusively by registered letter addressed to the registered ofices of the producer, to be handed over no later than the eighth day after the receipt of the goods. The period of eight days begins to run form the moment the letter is handed in for dispatch. The guarantee regarding defects in the quality of the goods and the manufacturing of the garments/shoes/ shoes in excluded after the expiration of the period of eight days form the receipt of the goods.

12) Unless otherwise expressly provided in writing, the producer may not sell to or via third parties goods, which are identical to those concerned in this contract.

13) The goods identified and shown by color, fabric and type of manufacturing as stated in the contract are hereby acknowledged by the purchaser to be in compliance with the sample of the same exhibited by and originating from the producer. Should there be considerable differences in the goods with respect to the sample, the purchaser may not demand the return of the goods and may not suspend payments until the completion of the inspection performed in agreement whit the producer and pursuant to the forms provided for under current Dutch legislation.

14) The settlement of the agreed price shall be made according by issue of one or more bills of exchange for the amount, whit agreed expiry dates, to be presented to the purchaser through a bank.

15) Any discount granted on invoices shall always depend on the prompt settlement of payments: therefore, in case of failure to pay or delays in settlement of invoices, these discounts shall be revoked and the amount debited to the purchaser.

16) The goods shall remain the full property of the producer until the complete payment of the same by purchaser. (Retention of title).

17) The parties agree that any challenge of controversy arising between the parties with regard to the stipulation and execution of the contract of agreements deriving from it will be submitted to the Dutch adjudicatory authority and to the jurisdiction of the Court of Amsterdam. The parties agree that above mentioned adjudicatory authority are exclusive for the purchaser only and are facultative for the producer who has the right to choose them or the purchaser’s Country adjudicatory authority and the court having territorial jurisdiction on the basis of the registered office of the purchaser.

18) The purchaser hereby agrees not to sell, transfer or in any case give the goods stated in the contract to other retailers, sellers or wholesalers units for at least three years from the purchase date and therefore from the date of this contract. The purchaser shall in any case be obliged in the case of the sale of the garments/shoes/shoes after the aforesaid three year period, to remove from the garments/shoes/ shoes the labels and/or other image referring to the producer firm. The purchaser hereby agrees in case of failure to comply with the aforesaid condition to pay the producer firm a penalty of euro 400.00 for each item sold in violation of the conditions agreed and accepted herein.

19) The purchaser hereby agrees not to sell the goods stated in the contract for less than the manufacturer suggested retail price, this to prevent any economic advantage online or offline. This excludes incidental SALE actions.

The following clause are specifically approved; 2) producer option not to accept order; 3) purchaser’s risks of transport of goods; 4) terms of delivery margin and not essential; 5) right of the producer to suspend the delivery in case of delay or total or partial failure of the purchaser to perform previous contracts, or in case the solvency of the purchaser is deemed to be non existent or diminished; 6) right of the producer to discharge the contract in case of delay or total or partial failure of the purchaser to perform previous contracts, or in case the solvency of the purchaser is deemed to be non existent or diminished; 7) option to deliver in lots and authorization to suspend execution of contract at any time; 8) cause of force majeure, extension of the terms of delivery; 9) liability of the purchaser to receive the goods; 10) breach of contract and penalty of euro 100.00 par day in case of purchaser’s refuse to receive the goods; 11) guarantee for defects of goods, term of 8 day from the receipt of goods; 12) right of the producer to sell to third parties goods identical to those sold to the purchaser; 13) inspection procedure in case of differences in the goods with respect to the sample and liability of purchaser to receive and pay goods; 14) interests in case of delay in payment; 15) revocation of discount for non compliance whit conditions of payment; 16) ownership of goods; 18) prohibition to sell, transfer or give goods stated in the contracts to other retailers, sellers or wholesalers units penalty of euro 400.00 for each item sold in violation of conditions.

Mason Garments B.V. - Terms and Conditions for the Online resell of Products

Over the past twelve years, the Mason Garments brand (hereinafter, the "Brand") has been recognized worldwide for its image, prestige, and reputation as a result of significant resources invested in developing the Brand and the products sold under it (“Products”), characterized by their innovative designs.

The key factor of the Brand’s success has been and still is its distribution strategy, based on fair and cooperative relationships with retailers, aiming to preserve the prestige and reputation of the Brand with final consumers.

The huge growth of e-commerce, while offering new and enhanced opportunities for development and visibility of the Brand, also entails risks where the new tools are not used in accordance with the image and reputation of the Brand.

In light of the above, Mason Garments and its local legal entity (“Mason Garments BV”) – being aware and firmly convinced of the growing importance of retailers’ e-commerce activities – has set forth the following terms and conditions for the online sale of the Products (“Online TC”).

These Online TC apply vis-à-vis retailers (“Retailers”) who have become authorized resellers of the Products by meeting the quantitative and qualitative criteria identified in the related document (“Selective Distribution Criteria”) and thus joined the network of the Brand's selective distribution system set up to preserve the image, prestige, and reputation of the Brand itself and the high quality of the Products.

In light of the above, the Selective Distribution Criteria apply to the Retailers together with the present Online TC.

These Online TC are without prejudice to the Retailers’ freedom to autonomously determine their commercial strategy and only aim at setting rules and procedures to ensure – in the context of a coherent distribution policy based on quality – the Brand protection, thereby granting consumers online shopping experiences in line with the prestige and reputation of the Brand as a contemporary symbol of luxury, innovative, and trendy footwear.

For this reason, Mason Garments requires Retailers to ensure that their website and social media pages/accounts comply with the indications thereby provided as to quality, aspect, and atmosphere, and that any performance-based web marketing activity including the Brand is carried out without prejudice to the image, prestige, and reputation of the Brand itself. For the same reason, Mason Garments also requires Retailers to share, prior to activation, specific sale methods via third-party websites. The only scope of this consultation – which in no case will concern price information and other commercial conditions of sale – is to enable Mason Garments to check (and suggest corrective measures/improvements, if any) compliance of the Retailers’ sale methods with the Brand protection goals as described above. This goes without any prejudice to the Retailers’ freedom to use the Internet as a sale and promotion instrument, which Mason Garments encourages and supports.

1. Official Website
In compliance with the Selective Distribution Criteria, in order to avoid confusing or deceiving consumers, Retailers shall not use on their websites, social accounts, newsletters, commercial correspondence, and advertising material in general, terms such as "Mason Garments official online store", "exclusive", and/or any other misleading expression that may lead consumers to believe that the Retailer's website and/or social account (or elements thereof) has a direct relationship with the official website of the Brand “www.masongarments.com”.

2. Quality/Look and Feel of the Website and Social Media Pages/Accounts
(a) To avoid any possible confusion with Mason Garments' official website, the Retailer’s website domain name (“domain name” or “domain”) and host (“host name”) must not, unless otherwise agreed in writing, contain or refer to the Products or the Brand, or to any other trademark which could be considered similar or susceptible to be confused with them. More specifically, the Mason Garments brand name may be used in the Retailer's website URL solely at path level (“path”), including, but not limited to, next to the part of the address indicated in bold letters: www.retailerwebsite.com/brand;

(b) To avoid any possible confusion with the official pages and accounts that Mason Garments has created or may create on the various social media, the Retailer is not allowed to create accounts under Mason Garments' name (or including Mason Garments' name) on social media like Facebook, X, Instagram, Pinterest, TikTok etc.;

(c) The Retailer recognizes the importance and therefore ensures that the online sale of the Products occurs in a context coherent with the Brand’s image. The Retailer also undertakes to make sure that the style, look, and contents of its website and social media pages are such as to reflect the Brand’s prestige and reputation. In particular, by way of example, the Retailer shall ensure:
- A professional design, suitable to the promotion of luxury products and therefore coherent with the perceived prestige of the Brand;
- Lack of contents, texts, or links incompatible with luxury products;
- Ease of browsing, customer services, and upgrade and maintenance capability;

(d) The Retailers commit to comply with the brand mix of trademarks compatible with the Brand in terms of positioning.

(e) Without prejudice to art. 7 (Marketing activities), the Retailer ensures that the visual images and videos of the Products appearing on the website and social media pages/accounts are of sufficient quality to fully and accurately represent the Products being offered for sale;

(f) Any images or videos supplied by Mason Garments for use by the Retailer on the website and social media may not be used by the Retailer in any other way. In particular, they shall not be superimposed with any text, cropped, and/or resized, and/or modified in any way without Mason Garments prior written consent. In addition, they shall only be used in relation to the relevant selling season for which they have been created and the Products in that season's collection and may not be provided or made available, in any way, by the Retailer, to any third party;

(g) Retailers who sell Products across a range of Mason Garments collections (for example “Mason Garments”, “Mason Garments Kids”) are strongly advised to ensure that the Products relating to each such collection appear on separate defined sections of the website. Should the Retailer be technically unable to comply with these requirements, in any case, he shall clearly indicate the collection of reference in the title of all Products, both in the category and the single articles’ webpages, and in general in all the website sections;

(h) To protect the Brand image and provide end consumers with transparent and correct information, the Retailer shall carefully distinguish the promotion of current season’s Products from that of old season’s Products, clearly differentiated from the main section of the website (or social media pages) where current season’s Products are sold. If technically feasible in the Brand’s PLP, the Retailer shall use the website and the social media pages/accounts to display first the current season’s Products. Also on the “search” for the brand, the two sections must be clearly separated to grant end consumers maximum transparency;

(i) In case the Retailer intends to display previous season's Products at discounted prices outside the periods of season sales, as indicated in local regulations, it shall specify in Meta Title or Meta Description that the discounted prices refer to previous season's Products;

(j) Firm and unprejudiced the Retailer’s freedom to autonomously determine its commercial and promotional policy, the Products must not be marketed in a way which would or might detract from the prestigious image of the Brand including, without limitation, by using terms such as "cash and carry", "self-service", "giveaway", “outlet” “special offer”, “flash sale”, “special deal” or similar terminology (whether in English or in any other language) in the website and social media accounts, or in any advertising, promotional or display materials;

(k) Mason Garments reserves the right to review the contents and look of the Retailer’s website and social media pages to check compliance with the agreed criteria. Should the website and social media pages not be compliant with the minimum characteristics set forth in these Online TC, Mason Garments shall promptly inform the Retailer, suggesting the elements to correct within a reasonable time period to be agreed with the Retailer;

(l) Mason Garments also reserves the right to check that the use of the Brand in the Retailer’s website and social media pages/accounts complies with the quality standards necessary to ensure protection of the Brand’s image and prestige. Where deemed necessary and/or opportune, Mason Garments may, based on its experience, assist the Retailer to develop communication in line with the Brand’s prestige and coherent with the approach adopted by the entire distribution network. Such possible consultation activity has the only scope to preserve the Brand’s prestige and positioning, without prejudice to the Retailer’s freedom to use the Internet as a sale channel and to autonomously determine its commercial policy.

3. Selling Process – Pre-Order
The Retailer is not allowed to carry out any pre-ordering activities, offer for sale, or advertise the Products on the website, through social media, and/or other channels, before they are actually available on stock unless explicitly agreed upon by the Brand.

4. Suggested Prices and Discounts
The Retailer is free to determine the resale prices and promotions of the Products.To ensure the correct positioning of the products in various markets and to protect the image, prestige, and reputation of the Mason Garments brand, Mason Garments has established suggested retail prices for each country. Mason Garments will also provide non-binding recommendations regarding suggested discount percentages to protect the brand's image, while maintaining the retailers' freedom to independently determine their markdown policies for the sale of the Products. The Retailer shall be bound to comply with the national and local regulations concerning season’s sales and promotional sales, where applicable.

5. Communication – Social Media, Website, and Other Platforms
The Retailer shall promote the Products in a way coherent with the Brand’s prestige and position as described in these Online TC. In this respect, the Retailer undertakes to make sure that:
(a) All the communication is true, accurate, and not misleading in any way;

(b) Products are clearly presented as Mason Garments Products;

(c) Products are presented in a way coherent with the Brand’s image and prestige, as described above;

(d) In any case, in order to protect the Brand’s image and avoid confusing consumers, as provided for the Retailer’s website the Retailer shall not publish on platforms previous seasons Products in the same section dedicated to seasonal Products.

(e) Similarly, the Retailer shall undertake affiliation activities on websites/publishers different from those initially agreed upon only after giving Mason Garments a 3-month notice period so that it may check compliance with the quality standards mentioned above.

(f) With specific reference to social media, all actions aimed at obtaining new followers must be taken exclusively in compliance with the rules and the aims described in these Online TC. In this respect, should the Retailer use social media platforms to gain new followers (for example through advertising activities, participation in chats or forums, or similar activities), the Retailer shall always specify its status as a Mason Garments Retailer;

(g) In order to safeguard the Brand’s image, the Retailer shall ensure that all comments/reviews/testimonials posted on the website or on its social media pages/accounts are written in a coherent, truthful, and correct way and do not contain any content which would or might be detrimental to the image or prestige of the Brand;

(h) On the website or social media pages/accounts, the Retailer shall not publish any comparison between the Products and similar/competing products sold under other trademarks, which could discredit the latter.

6. Product Availability
(a) To protect the image and reputation of the Brand and ensure a high quality of service to end consumers, the Retailer undertakes to update as frequently as possible the information on the website about the availability of the Products. In this respect, the Retailer undertakes to promptly remove from the website or clearly mark as “out of stock” the Products which are not available. In no event should the sale of the Products be followed by an "out of stock" communication to the end consumer;

(b) The Retailer shall ensure that the delivery times indicated on the website and social media pages/accounts are consistent with its actual delivery times. To ensure the best service to end consumers, the Retailer undertakes to process orders in a timely manner and to dispatch the Products within the delivery time indicated.

7. Website and links
(a) If the Retailer intends to allow the customers to visit its website through any third party transactional website (whether by linking or otherwise), including any website operated by any third party platform which hosts the website from time to time, it shall previously provide Mason Garments in writing with all the necessary information to check that said third party website complies with the conditions of art. 2 agreed with Mason Garments in relation to the Retailer’s website and therefore is not able to damage the Brand’s image, prestige and reputation. In this respect, Mason Garments shall pay particular attention also to the proficiency and commercial trustworthiness of the websites, as well as to their experience and reputation in the promotion and sale of prestigious brands like the Brand.

(b) In the pages or sections of its website or social media pages/accounts dedicated to the Products, the Retailer shall display hyperlinks to third party websites or other websites managed by the same Retailer only after providing Mason Garments in writing all the necessary information to check that said third party website complies with the conditions of art. 4 agreed with Mason Garments in relation to the Retailer-s website and therefore is not able to damage the Brand’s image, prestige and reputation.

8. Marketing Activities
Without prejudice to the Retailer’s freedom to autonomously determine its commercial policy and carry out web marketing activities (e.g. banners, newsletters, retargeting, pay-per-click campaigns, Google Ads, advertising through social media, etc.) to promote the sale of the Products, the Retailer undertakes to carry out all the web marketing activities, using the Brand in a way coherent with the Brand’s image and prestige as described in these Online TC. With specific reference to advertising activities on social media, the Retailer shall always specify its status as a Mason Garments Retailer. In particular:
(a) The Retailer shall not use the Brand name in any search engine advertising, including but not limited to, search engine advertising keywords, Google AdWords, Yahoo Ads, and Bing AdCenter. In general, the Retailer shall not in any way manipulate the search results on search engines (for instance by using the Brand name within the source code of the page, web addresses, page titles, or Meta tags) so as to make its website appear in search results, with the aim to confuse end consumers as to the existence of a direct relationship between the Retailer and Mason Garments;

(b) The Retailer shall clearly indicate the sponsored nature of any advertising or marketing activity on social media;

(c) With specific reference to Google Ads campaigns and similar activities, the Retailer shall set the Brand name as a “negative” keyword in all AdWords campaigns to prevent the advert from being shown when an end consumer searches for the Mason Garments brand name or keywords associated with the Mason Garments;

(d) The Retailer shall not use the Brand name and any other trademark or sign similar to the Brand in domain names, website addresses, email addresses, or social media accounts and shall not use the Brand in any way which could lead to confusion with the Brand or the official Mason Garments 's website or social media pages/accounts;

(e) The Retailer shall not use, or create the appearance of using, the Brand name or any other trademark similar to the Brand as an identifier for retargeting campaigns or similar web marketing activities.

9. Miscellaneous
These Online TC apply to all online sale activities carried out by the Retailer, irrespective of the technical solutions adopted for the sale process (e.g. desktop, mobile apps, or similar), and must be read and construed in conjunction with the Selective Distribution Criteria. In case of any conflict or inconsistency between these Online TC and the Selective Distribution Criteria, the latter shall prevail. Mason Garments reserves the right to update and amend these Online TC from time to time. The Retailer will be notified in advance of any such changes and shall be given a reasonable period to implement the necessary adjustments.

10. Mason Garments Standard Terms and Conditions
(a) For all matters not governed by these Online TC, the standard Sale Terms and Conditions of Mason Garments shall apply.

(b) These Online TC – which form an integral part of the standard Sale Terms and Conditions of Mason Garments – annul and supersede any previous agreement between Mason Garments and the Retailer with respect to the online sale of the Products. These Online TC may only be amended in writing.

11. Serious Breach of Contract
In case of any breach of these Online TC or the General Sales Conditions, Mason Garments reserves the right to act against the Retailer in any appropriate venue and with any appropriate legal instrument. Should the Retailer's breach be of such severity as to harm the prestige, image, and reputation of the Brand, Mason Garments – firm and unprejudiced by any action and remedy – reserves the right to order the Retailer to cure the breach within a reasonable time period. Should the Retailer fail to do so, the agreement shall be resolved.

12. Applicable Law
These Online TC are governed by Dutch Law, with the exclusion (for sales concluded by Retailers located outside The Netherlands) of the application of the 1980 Vienna Convention regarding the international sale of goods.

13. Exclusive Jurisdiction
The exclusive jurisdiction for any dispute relating to the validity, execution, interpretation, or termination of these Online TC will be that in whose district Mason Garments will have its administrative headquarters at the time of the introduction of legal action. Mason Garments will, however, be entitled to sue, at its option, for the protection of its rights, even in front of the judge of the place in which the Retailer has its headquarters.