TERMS AND CONDITIONS OF SALE
These terms and conditions of sale (the “Terms”) constitute the entire agreement between APP GROUP CANADA INC. (“APP”), having a
registered office located at 600 Chabanel West, Montreal Quebec H2N2K6 and you, the customer (“Customer” or “You”). The Terms apply
without alteration or qualification, unless specifically modified in writing by APP. All orders placed with APP implies the acceptance,without
restriction orreservation, by the Customer ofthese Terms. These Terms may be amended or modified by APP at any time with reasonable prior
notice. The Terms shall prevail notwithstanding any inconsistency or additional terms and conditions or other document submitted by
1. General Terms of Sale.
a. Each shipment of goods (“Products”) is to be treated as a separate and independent transaction for purpose of payment and
settlement of claims.
b. To be valid, a purchase order must specify the quantity of Products sold, the agreed price, the payment and delivery terms, the
place and date of delivery ("PO"). POs are final only when they have been accepted and confirmed in writing by APP ("Order
c. All sales are subject to availability of the Products and approval of Customer’s credit and/or method of payment.
d. Cancellations must be made via email to your sales representative no less than thirty (30) days following the receipt of the Order
Confirmation to not incur penalty. Cancellations that do not comply with these conditions will incur a penalty of five percent (5%)
of the total PO amount.
e. In case of unavailability of a Product, APP will inform You as soon as possible and offer You either a substitute Product of equivalent
value, or the cancellation of your PO, at APP’s sole discretion.
f. In the event of cancellation of a PO pursuant to the section (e), all refunds, if any, to Customer will occur within thirty (30) days
following the receipt of the cancellation notice.
2. Prices. All billing for Products listed in a PO will be at APP’s prevailing prices at the time of APP’s invoice for the Products listed therein.
Stated prices are in Canadian dollars and do not include any sales, use, value added, excise, goods and service, federal, provincial,
local or other similar taxes. All such applicable taxes according to the laws in effect where the merchandise is delivered shall be paid
by Customer, or in lieu thereof, Customer shall provide APP with an appropriate exemption certificate.
3. Terms of Payment.
a. Payment terms will be based on credit history of the Customer in accordance with the terms set forth by APP.
b. All payments shall be made in Canadian dollars and according to the terms of the PO or upon thirty (30) days from the date of
invoicing, unless the law provides a shorter period.
c. In case of late payment, APP will charge interest, equal to the maximum legal rate allowed in the Customer’s member state.
d. Customer shall make all payments hereunder by wire transfer, check, or credit card, at APP’s option.
e. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with APP,
whether relating to APP's breach, bankruptcy or otherwise.
f. Failure to pay any invoice in accordance with these Terms shall entitle APP to suspend further deliveries of Products both on the
overdue PO and on any other PO from Customer.
4. Delivery of Goods and Performance of Services.
a. The Products will be delivered within the shipping timeframe set forth in the Customer's PO. A delay in the execution or delivery of
the Order shall in no case entitle the Customer for any damages.
b. APP reserves the right to make partial shipments. APP may cancel all or part of any PO at any time prior to shipment.
c. If APP delivers to Customer a quantity of Goods of up to five (5%) less than the quantity set forth in the PO, Customer shall not be
entitled to object to or reject the Products or any portion of them by reason of the shortfall. Any liability of APP for non-delivery of
the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products
to reflect the actual quantity delivered.
d. The terms of delivery will be as indicated on the PO. APP's liability for delivery shall cease and all risk of loss or damage shall pass to
Customer upon delivery to carrier or failing that, on the day of delivery of the Products to the Delivery Point regardless of any
provision for payment of freight or insurance or the form of shipping documents.
e. APP shall deliver the Products to the Customer using APP's standard methods for packaging and shipping such Products at the
location fixed by the PO (the "Delivery Point"), unless otherwise agreed in writing by the parties. Customer shall be responsible for
all loading costs and provide equipment and labor reasonably suited for receipt of the Products at the Delivery Point.
f. Title to the Products passes to Customer upon complete payment of the PO. Any payment default and even partial payment may
result in the Products being claimed back.
g. If for any reason Customer fails to accept delivery of any of the Products on the date of Delivery or if APP is unable to deliver the
Products at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or
authorizations: (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and
(iii) APP may store the Products until Customer picksthem up, whereupon Customershall be liable for all related costs and expenses
(including, without limitation, storage and insurance).
5. Shipping Terms.
a. The Customer must accept the Products no later than the delivery date as indicated on the PO, unless otherwise agreed by APP.
b. The Customer shall be responsible for all loading, shipping and insurance costs for purchased and returned Products if
such expenses are prepaid by APP, Customer will be subsequently billed.
c. APP shall not be responsible for any loss, damage and/or pilferage of the Products sustained in transit. Claims ofsuch nature should
be made promptly by the Customer to the shipping carrier.
d. APP shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or
delay in fulfilling or performing any Terms when and to the extent such failure or delay is caused by or results from acts or
circumstances beyond the reasonable control of APP including, without limitation, force majeure, flood, fire, earthquake, explosion,
governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest,
national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to
either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or
suitable materials, materials or telecommunication breakdown or power outage.
e. If APP's performance of its obligations under these Terms is prevented or delayed by any act or omission of Customer or its agents,
subcontractors, consultants or employees, APP shall not be deemed in breach of its obligations under these Terms or
otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or
indirectly from such prevention or delay.
6. Inspection and Rejection of Nonconforming Goods.
a. Customer shall inspect the Products within seven (7) days of receipt ("Inspection Period"). Customer will be deemed to have
accepted the Products without reserve unless Customer notifies APP in writing by registered mail with acknowledgment of receipt
of any Nonconforming Products during the Inspection Period. "Nonconforming Products" means only the following:
(i) product shipped is different than identified in Customer's PO; or (ii) product's label or packaging incorrectly identifies
b. If Customer timely notifies APP of any Nonconforming Products, APP shall, in its sole discretion,
(i) replace such Nonconforming Products with conforming Products at APP’s cost, or
(ii) credit or refund Customer the Price for such Nonconforming Products.
c. No claims for Nonconforming Products shall be authorized if:
(i) Customer makes any further use of such Products after giving such notice;
(ii) the defect arises because Customer failed to follow APP's oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Products; or
(iii) Customer alters or repairs such Products without the prior written consent of APP.
a. The Customer may not return the Products for credit without APP’s written permission, as evidenced by a return authorization
number (“RMA”) issued by APP.
b. Products must be returned within thirty (30) days of issuance of the RMA, unless otherwise agreed by APP.
c. Products to be returned must be unworn, unwashed, unaltered and free of any damage. Original tags must remain attached to the
d. Products which have been in-store for a period of thirty (30) days or more cannot be returned.
8. Sale Restrictions.
a. Customer acknowledges that APP sells its Products only to retailers for resale to consumers at retailers’ own boutiques and/or
own website, if approved in writing. Sale or offer to sell from or at any other location or outlet or through any other
distribution channel is expressly prohibited unless authorized by APP in writing. Failure to adhere to this policy is a violation of
these Terms and will affect any future business with APP.
b. If the Products are identified in APP’s Core program which will be provided to the Customer each season, Customer must adhere
to said program, unless otherwise approved by express written consent of APP.
8.1 Online Sale Restrictions
a. Customer may offer to sell or sell the Products on Customer’s own website or on a third-party’s website provided that Customer
has obtained APP's prior written consent and that the Products’ luxurious character is safeguarded. It is expressly prohibited to
sell or offer to sell the Products on obvious online marketplace platforms unless authorized by APP in writing. For the avoidance
of doubt, Customer shall not offer to sell or sell the Products on Customer’s own website or on a third-party’s website without
obtaining APP’s prior written authorization.
b. Failure to adhere to this policy is a violation of these Terms and will affect any future business with APP.
9. Limited Warranty.
a. APP warrants that the Products are exempt from manufacturer defect in materials and workmanship and the provided warranty is
therefore limited to failure of the garment under normal wear and use. APP’s liability is limited to the repair, replacement or, at
APP’s discretion, credit or refund of the purchase price of the defective Products which are accepted by APP as being defective.
b. No claim under this warranty shall be valid unless Customer obtains an RMA and provides a detailed written notice of the defect(s)
in materials and/or workmanship, specifying in detail any such defect(s) with supporting photographs.
c. The Customer shall have no right or authority whatsoever to assume, create, incur or otherwise effect any liability or obligation on
behalf of or binding upon APP, including, without limitation making any express or implied warranties relating to the Products
beyond the scope of any warranties made by APP herein. The Customer shall indemnify, defend and hold APP harmless against all
claims, suits, losses, costs, damages, judgments and expenses, including reasonable attorney’s fees arising out of any breach of the
provisions contained in this paragraph.
d. In the event of a warranty claim by the consumer to the Customer, the Customer must either make a claim under this section or
redirect the consumer to APP’s end user warranty if applicable.
10. Limitation of liability. IN NO EVENT SHALL APP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS, REVENUE OR PROFIT
OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER
SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT WILL APP BE LIABLE FOR ANY DAMAGES SUFFERED OR ALLEGED BY THE CUSTOMER OR THIRD PARTIES FOR AN AMOUNT
EXCEEDING THE AMOUNT OF THE DISPUTED ORDER.
11. Intellectual property.
a. Customer shall have no right to use any of APP’s intellectual property including but not limited to trademarks, service marks,
trade names, distinctive signs, copyrights, logos, pictures, patent, domain names, sketches, models and designs (“Intellectual
Property”) except solely and directly in connection with the sale and/or advertising of APP’s Products in connection with the
resale of such Products by Customer to consumers. APP expressly reserves the right to prohibit, restrict, or condition further in
any way the use by Customer of any of the Intellectual Property.
b. Customer shall not remove from the Products or otherwise alter or interfere with any Intellectual Property on the Products or
any packaging or other materials, and shall not place any other trademarks, signs, names, slogans or logos on the Products or
other related materials.
c. Customer agrees that it will at no time, without express written approval from APP, sell, deliver, produce, advertise, or develop
any products, other than the Products, that include incorporate or bear any of the Intellectual Property, and further agrees that
it shall not sell or distribute any product that includes, incorporates or bears, in the sole opinion of APP, any feature, trademark,
symbol, pattern and/or design that is confusingly similar to or which infringes upon the Intellectual Property, or in the sole opinion
of APP, any designs, design concepts, sketches, prints, printscreens, patterns, labels, tags and packaging designed by or provided
d. The in-store or online use of any APP’s Intellectual Property including, but not limited to photographic or marketing material that
depicts APP’s imagery is subject to APP’s prior written approval.
a. Any confidential information disclosed by APP or the Customer remains the property of the disclosing party. Each party
undertakes to keep confidential and to use the information exchanged only for the purposes of the execution of these Terms. In
no event, whether during or after the execution of the PO, neither APP nor the Customer may, without the prior written consent
of the disclosing party, use or disclose (directly or indirectly) any confidential information for the benefit of a third party.
b. For the purpose of this section, any information relating to the activity of one of the parties, such as technical, financial or
commercial information is considered confidential.
13. Personal Data.
a. The parties declare and guarantee thatthey have a personal data processing system in compliance with the applicable regulations.
b. They expressly undertake not to process the data which only purpose is for the fulfillment of the parties’ obligations resulting
from the PO. APP and the Customer guarantee, as such, the confidentiality of the personal data that they may collect or process.
They undertake respectively and expressly to ensure compliance with the applicable legal requirements.
c. The Customer acknowledges that any breach of the provisions contained herein will seriously prejudice the interests of APP. Upon
Customer’s breach of the provisions contained herein, APP may choose to terminate its present commercial relation with the
d. The Customer may submit a complaint to APP Data Protection Officer by email at: email@example.com
14. Termination. In addition to any remedies that may be provided under these Terms, APP may terminate these Terms upon written
notice to Customer, if Customer: (i) fails to pay any amount when due under these Terms and such failure continues for ten (10) days
after Customer's receipt of written notice of nonpayment; (ii) has not performed or complied with these Terms, in whole or in part;
or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to
bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
15. Submission to Jurisdiction. The present Terms and all matters relating hereto are governed by, and construed in accordance with, the
laws of the Province of Quebec, without regard to the conflict of law. Any legal suit, action or proceeding relating to these Terms must
be instituted in the courts located in Montreal, Quebec. Each Party irrevocably submits to the exclusive jurisdiction of such courts in
any such suit, action or proceeding.
16. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in
writing and addressed to the parties at the addresses set forth on the face of the PO or to such other address that may be designated
by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all
fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested,
postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and
(b) if the party giving the Notice has complied with the requirements of this Section.
a. Customer shall reimburse APP for all costs incurred arising out of Customer’s breach of any of these Terms, including but not limited
to collection costs and reasonable attorney's fees.
b. None of the rights or obligations of Customer under these Terms may be assigned or transferred in whole or in part without the prior
written consent of APP; APP shall be entitled at any time to assign its rights or obligations hereunder to any third party without
Customer's prior written consent.
c. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of these Terms or shall not be precluded from being enforceable in any
d. Failure of APP to exercise or execute any right or provision under these Terms shall not deem a waiver or relinquishment of any right
granted herein or any other term or condition of these Terms.
e. The contractual relationship created between APP and the Customer shall not be considered as creating any relationship of
subordination or dependence, especially economic dependence, between them, or conferring any form of exclusivity regarding the
distribution of the Products. It cannot, at any time, be described as a contract of employment or subcontracting.
f. The parties hereto have expressly agreed that this Agreement be drawn up only in English. Les parties ont expressément convenu que
ce contrat soit rédigé en Anglais seulement.
IN THE ABSENCE OF WRITTEN ACCEPTANCE OF THESE TERMS BY THE CUSTOMER, SUBMISSION OF A CONFIRMED PURCHASE
ORDER TO APP CONSTITUTES ACKNOWLEDGMENT OF THE CUSTOMER HAVING READ AND UNDERSTOOD EACH TERM AND
CONDITION STIPULATED HEREIN AND EXPRESSLY ACCEPTS TO BE BOUND BY THEM.
Last updated in July 2021
FOR WHOLESALE CUSTOMERS
APP GROUP CANADA INC (“We”, “Us”) recognizes the importance of protecting the information and personal data (the “Information”)
and use the Information you provide Us. We also inform you of the purpose of collecting the Information. We will not collect, use or
disclose the Information other than in compliance with the Policy.
2. TYPE OF INFORMATION COLLECTED
When making a purchase, you are required to open an account and provide Us with the necessary Information to place your order.
The Information that is collected includes your legal name, email address, shipping address, phone number, as well as financial
information (such as your credit card number and expiry date), etc. This Information allows Us to contact you and deliver your
purchase. You can request that We delete your Information at any time after your order has been processed and delivered by sending
an email to firstname.lastname@example.org. See more about this below.
3. STORAGE AND SAFEGUARD OF PERSONAL DATA
We will keep your personal information only as long as is reasonably necessary for the purposes described in the Policy or such longer
period as may be required by law. We have implemented security measures to protect the Information you provide against
unauthorized access and use. We store the Information on a secure server and take all reasonable steps to protect it from misuse,
loss, unauthorized access, modification or disclosure.
4. USE OF THE INFORMATION
We use the Information to process your order, send you the purchased products and answer your inquiries. The information We collect
allows Us to maintain contact with you to inform you of the status of your order, expected delivery dates, cancellation of styles,
if applicable, and collection of payment. It allows Us to enhance and improve customer service, product options and performance,
provide you with ongoing personalized service and information about Us, our products and services. We also use it to administer sales
records; maintain internal accounting and administration; and note trends and statistics, always in an effort to improve the quality of
our service and our products.
5. SHARING INFORMATION WITH THIRD PARTIES
We never rent or sell the Information about you to a third party. For delivery purposes, We disclose the Information to FedEx, UPS
and other carriers. For sales tax compliance purposes (GST, QST, TVA, etc.), We reserve the right to disclose the Information to a
third party. We may disclose some of the Information to advertisers for marketing and promotional purposes, but none of which that
could be used to identify you personally. Your name, email address, telephone number, and address are never disclosed to
advertisers. We reserve the right to disclose the Information as required by law, in response to legal process and law requests, and
as necessary to protect the property, interests and rights of APP and its affiliates.
6. EXERCISE PRIVACY RIGHTS
Changes and access to your personal information
If you want to access or change your Information, please send Us an email request to email@example.com.
Right to object
At any time, you may withdraw consent and object to the use of your Information. In that case, We will keep the data until you
choose to withdraw your consent but will not use the Information except to provide the products or services you requested.
Restriction on processing
We will inform oursuppliers and subcontractors of the restrictions on data processing.
You can challenge our compliance with data protection obligations by filing a complaint at firstname.lastname@example.org. We will
investigate the complaint in consultation with the relevant department which is responsible for the use of the data. Should the
complaint be well-founded, We will take all appropriate measures to resolve the complaint and, if necessary amend its practices
If you have any questions about our Policy and practices, please feel free to contact Us via email at email@example.com.
The Policy may be supplemented by additional legal requirements in jurisdictions where We conduct business. This Policy is subject
Last Updated on July 2021