Terms and conditions

Index:

Article 1 – Definitions
Article 2 – Applicability
Article 3 – Offers, Products, Prices and Taxes
Article 4 – Payment
Article 5 – Orders, Shipping and Delivery
Article 6 – Inspection, Acceptance of Products, Returns
Article 7 – Intellectual Property Ownership and Right of Use
Article 8 – Termination and Suspension of Performance
Article 9 – Warranty
Article 10 – Limitation of Liability
Article 11 – Severability
Article 12 – Force Majeure
Article 13 – Entire Agreement
Article 14 – No Waiver
Article 15 – Injunctive Relief
Article 16 – Governing Law
Article 17 – Arbitration

Article 1 – Definitions

1.1. Order: shall mean the agreement between the Customer and Buddha to Buddha for the sale, purchase and delivery of Products.

1.2.Buddha to Buddha: shall mean BTB B.V., a company organized under the laws of the Netherlands.

1.3. Customer(s): shall mean the consumer with whom Buddha to Buddha and its employees deal in the course of its business, including visitors of the Buddha to Buddha website.

1.4. Defect(s): shall mean any substantive defect of a Product in violation of a written specification by Buddha to Buddha, as a result of which the Product is not fit for its intended use, at Buddha to Buddha’s sole discretion.

1.5. Party or Parties: shall mean Buddha to Buddha and Customer, individually or collectively.

1.6. Products: shall mean the Buddha to Buddha products provided pursuant to the Order, including but not limited to jewelry.

1.7. Terms: shall mean these General Terms and Conditions of Buddha to Buddha.

Article 2 – Applicability

2.1. These Terms apply to all offers of Buddha to Buddha and all sales, purchases and deliveries of Products. These Terms, together with any orders of Client and order confirmations by Buddha to Buddha, exclusively govern the relationship between Buddha to Buddha and Customer, and any Order or other agreements, as well as any subsequent amendments thereof, between Buddha to Buddha and Customer. These Terms shall be applicable even if Buddha to Buddha uses third parties to deliver Products. By placing an order with Buddha to Buddha, the Customer is deemed to have agreed to these Terms.

2.2.No other terms shall be binding upon Buddha to Buddha unless accepted by it in writing. Buddha to Buddha expressly rejects any general terms used by Customer. Additional or different terms contained in any such purchase order will be null and void and do not bind Buddha to Buddha.

2.3.  Buddha to Buddha reserves the right to amend these Terms, at its sole discretion, at any time. New or amended Terms shall be applicable upon thirty (30) days’ notice to Customer.

2.4.  In case of inconsistencies between the terms of an Order and those contained in these Terms, those in the Order shall control.

2.5.  If Buddha to Buddha departs from these Terms in one or more Orders with the Customer, that does not mean that such departure also applies to earlier or subsequent Orders between Buddha to Buddha and the Customer.

Article 3 – Offer, Products, Prices and Taxes

3.1. All offers of Buddha to Buddha are non-binding and may be revoked at any time, also if the offer states a term for acceptance, unless Buddha to Buddha states otherwise in writing.

3.2.Customer hereby understands and accepts that all colors, drawings, models, dimensions, weights, colors and other specifications of Products are estimates only, although Buddha to Buddha will use best efforts to ensure their accuracy. Small deviations cannot be deemed a Defect of the Product.

3.3. Product configurations and prices are subject to change at any time, and Buddha to Buddha shall at all times be entitled to modify price lists, brochures, printed matter, quotations and other documents.

3.4.  Prices are always listed without sales tax. Sales tax that may be imposed by applicable laws on a sale, purchase or delivery of Products to Customer, if any, will be added to Customer’s invoice.

3.5.  Any prices or fees quoted are in U.S. dollars, or in another currency if stated by Buddha to Buddha in writing. Customer shall bear any exchange rate risk, unless otherwise agreed in writing.

Article 4 – The Payment

4.1.  All purchase prices are due upon order and before shipment, unless agreed upon differently in writing by Buddha to Buddha in writing.

4.2.  Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of an alleged Defect in the Products, or on any other account whatsoever.

4.3.  Customer shall be liable for any loss as a result of the Customer’s refusal to pay, such as amounts which Buddha to Buddha incurs to collect payment, including without limitation, collection agency fees, reasonable attorney’s fees and arbitration or court costs.

Article 5 – Orders, Shipping adn Delivery

5.1.  All orders are subject to Product availability and Buddha to Buddha is entitled to make partial deliveries. Customer is aware that Products are shipped through third party carriers and that delivery times and dates are merely estimates.

5.2.  All Orders for the delivery of Products shall be treated as separate agreements.

5.3.  Unless agreed in writing differently, delivery of Products shall be made through international drop-shipment to the address stated by Customer in the order.

5.4. Should delivery of a Product that has been ordered prove impossible, Buddha to Buddha will attempt to provide a replacement article. The fact that a replacement article is being supplied will be stated clearly and intelligibly, at the latest upon delivery.

5.5. The risk of damage and/or loss of products will pass to the Customer on delivery of the Products to the Customer, or when the Customer, or a representative acting on its behalf, has effectively assumed control of the Products, whichever is sooner, even if Buddha to Buddha has not yet transferred ownership thereof, unless otherwise agreed upon by Parties in writing.

Article 6  – Inspection, Acceptance of Products, Returns

6.1.  Claims or other comments in connection to Products can be made by contacting Buddha to Buddha by e-mail to store@buddhatobuddha.com at the earliest possibility.

6.2.  Claims in connection to shortages or errors in shipments, or obvious Defects in Products, must be reported in writing to Buddha to Buddha within seven (7) business days of receipt of such shipment/Products. If Customer fails to report timely, Buddha to Buddha will have no obligation to correct such shortages, errors or Defects unless Customer bears all the expenses thereof.

6.3.  In the case of any alleged shortage, errors or Defects, Customer shall allow Buddha to Buddha to inspect the Products subject to the alleged Defect.

6.4.  Buddha to Buddha will use its best endeavors within thirty (30) days after receiving a complaint to assess whether the complaint is valid.

6.5.If a complaint is declared valid by Buddha to Buddha, the remedy for allegedly defective products is the replacement of such products or parts of such products, at no costs for Customer, however shipping costs will be for the account of Customer, unless otherwise agreed upon by Parties in writing. Alternatively, Customer may choose to receive a credit up the paid list price of the defective Product(s) towards future purchases.

6.6.  If a complaint is declared valid, the Customer is not entitled to any damages or compensation other than that referred to in the preceding paragraph and does not have the right to cancel or terminate the Order.

6.7.  Customer may return Products within thirty (30) days of delivery after giving advance written notice to Buddha to Buddha if the Products are in new and unused state, in perfect condition, with all protective materials in place and tags and stickers attached to them (if applicable), as well as with the original Buddha to Buddha box and delivery package, including all accessories and documents.

6.8. Buddha to Buddha reserves the right not to accept a return if the Product shows signs of wear or has been used or altered from its original condition in any way, or, as an alternative, to reduce the amount of any applicable refund or exchange accordingly.

6.9.Discounted products may not be returned, unless agreed by Buddha to Buddha in writing. Orders for Products that have been personalized or otherwise made for Customer with bespoke specifications cannot be cancelled and such Products cannot be returned for exchange or refund. This includes custom orders, special orders, and products that have been engraved or altered from its original condition (resized, modified). If the Customer returns the Products contrary to these provisions or without a valid reason, Buddha to Buddha will keep those Products available to the Customer for the Customer’s account and risk, insofar as Buddha to Buddha does not refuse those Products. Buddha to Buddha then holds those Products without in any way acknowledging the correctness of a claim under a warranty on the part of the Customer.

Article 7 – Intellectual Property Ownership and Right of Use

All intellectual property rights, e.g., patents, copyrights, trademarks, designs, models, know- how and all proprietary and/or commercial rights and trade secret rights, tools, documentations, etc., in relation to the Products, are owned by Buddha to Buddha or its licensor(s).

Article 8 – Termination and Suspension of Performance

8.1.  Customer cannot terminate the Order for convenience.

8.2.  If Customer believes that Buddha to Buddha has failed to perform under the Order, it must notify Buddha to Buddha in writing, explaining in detail the alleged shortcomings, and allow thirty (30) days for Buddha to Buddha to cure if it has failed to perform. If Buddha to Buddha fails to cure the alleged breach of the Order within this time period, the Customer may return the Products delivered under the Order and request a refund of such Products.

8.3.  If Customer fails to make payment of any amount due on the due date or Customer otherwise fails to perform its obligations under the Order or these Terms, or if Buddha to Buddha reasonably expects that Customer will not fulfill its obligations, Buddha to Buddha may in its sole and absolute discretion suspend performance under its Order with Customer and/or terminate the Order (in whole or part), with immediate effect, without being liable for any damages to Customer.

8.4.  Notwithstanding the above and without any obligation to return any prepaid sums, Buddha to Buddha may terminate or suspend an Order at any time:

1. if Customer is in breach of these Terms and/or the Order;
2. if Buddha to Buddha reasonably suspects that Customer is using Products to breach the law or infringe third party rights;
3. if Buddha to Buddha reasonably suspects that Customer is trying to unfairly exploit or misuse the complaint policy, or any of Buddha to Buddha’s policies;
4. if Customer fails to pay any amounts due to Buddha to Buddha;
5. if required due to change in laws/regulation by a regulator or authority with a lawful mandate, or by any of Buddha to Buddha’s partners; and/or Customer is in violation of any applicable laws or regulations.

Article 9 – Warranty

9.1.Statements made by or on behalf of that regarding the quality, composition, applications, properties in the broadest sense of the Products delivered are regarded as warranties only if expressly confirmed in writing by that in the form of a warranty.

9.2. Buddha to Buddha warrants its Products against Defects in materials and workmanship for six (6) months from the date of delivery to the Customer. During the aforementioned warranty period Buddha to Buddha will use its best efforts to repair any Defects as may be found during such period. However, any such problems or malfunctioning encountered in the use of the
Products, as arise out of user errors or inexpert use on the part of Customer, and any problems involving any such Defects as could have been brought to light in the context as set forth in Section 6.2, or out of any other causes that are not attributable to Buddha to Buddha, shall be for Customer’s risk and account.

9.3.  Any Products not manufactured by or on behalf of Buddha to Buddha, and/or supplied by third parties, but delivered by Buddha to Buddha to Customer, is only covered by the warranty provided by the manufacturer and/or supplier, if any, and is not covered by the Buddha to Buddha warranty set forth in Section 9.1.

9.4.  The remedy for allegedly defective products is the replacement of such products or parts of such products, at no costs for Customer, however shipping costs will be for the account of Customer, unless otherwise agreed upon by Parties in writing. Alternatively, Buddha to Buddha may choose to grant Customer a credit up the paid price of the defective Product(s) towards future purchases.

9.5.The warranties hereunder do not cover faults or damages arising from faulty, careless, or improper treatment, improper storage, unauthorized use or misuse of Products.

9.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUDDHA TO BUDDHA, ITS LICENSORS, THIRD PARTY SUPPLIERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE BUDDHA TO BUDDHA PRODUCTS WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BUDDHA TO BUDDHA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

Article 10 – LLimitation of Liability

10.1. IN NO EVENT SHALL BUDDHA TO BUDDHA, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

10.2. NOTWITHSTANDING ANYTHING ELSE IN THE ORDER OR THESE TERMS TO THE CONTRARY, BUDDHA TO BUDDHA’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE TOTAL PAID BY CUSTOMER FOR THE PRODUCTS IN CONNECTION TO WHICH THE DAMAGING EVENT OCCURRED.

10.3. THE LIMITATIONS ON BUDDHA TO BUDDHA’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT BUDDHA TO BUDDHA, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

Article 11 – Severability

If any provision of these Terms, the Order or any other agreement between the Parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.

Article 12 – Force Majeure

Buddha to Buddha shall not be liable or responsible to Customer, or be deemed to have defaulted under or breached the Order, for any failure or delay in fulfilling or performing any term of the Order, when and to the extent such failure or delay is caused by or results from acts beyond Buddha to Buddha’s reasonable control, including, without limitation, the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics and pandemics, including Covid19 related causes, or explosion; (iii) (cyber) crime, cyber (vandalism), war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions, whether or not related to Covid19 or any other pandemic; (v) embargoes or blockades in effect on or after the effective date of the Order; and (vi) national or regional emergency; (vii), power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (viii) failures of the Internet, data network or telecommunication facilities; and (ix) other events beyond the reasonable control of Buddha to Buddha. Buddha to Buddha will notify Customer promptly in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.

Article 13 – Entire Agreement

The Order and these Terms contain the entire agreement between Buddha to Buddha and Customer regarding Customer’s purchase of the Products, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.

Article 14 – No Waiver

The failure to exercise, or delay in exercising, a right, power or remedy provided by the Order or these Terms or by law shall not constitute a waiver of that right, power or remedy. If Buddha to Buddha waives a breach of any provision of these Terms or the Order, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.

Article 15 – Injunctive Relief

Customer acknowledges that Buddha to Buddha shall suffer irreparable injury in case of breach of the obligations under Article 7. Accordingly, in the event of such breach, Customer acknowledges that Buddha to Buddha will be entitled to injunctive relief in any state or federal court of competent jurisdiction. Customer further submits to the personal jurisdiction of such courts for the purposes of any such action.

Article 16 – Governing Law

These Terms and any Order, and all matters arising out of or relating to an Order, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of New York. Applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

 Article 17 –  Arbitration

All disputes and controversies arising out of or relating to these Terms, the Order, or the relationship of the Parties shall be finally and bindingly resolved under the International Arbitration Rules of the American Arbitration Association in front of a sole arbitrator. The place of arbitration for Customers shall be New York, New York. The place of arbitration for Customers located in California shall be San Francisco, California. The Parties agree to arbitrate solely on an individual basis, and that the Order and these Terms do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. Customer shall have the right to opt out of this agreement to arbitrate by providing written notice of its intention to do so to Buddha to Buddha within 60 days of submitting an Order. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any Party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST BUDDHA TO BUDDHA, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.