1.1 The present Terms and Conditions (referred as “T&C” hereafter) are applicable to each order that have been passed on or through the platform created by the company Happy Sunday SPRL (referred as “HAPPY SUNDAY” hereafter):
Boulevard de la Sauvenière 118
BCE No : 0658.838.945
Email : firstname.lastname@example.org
Phone No : 0032/493 82 19 51
1.2 When an order occurs, the T&C are attached to the offer and they can be found online on the website https://www.happysunday.co (referred as the “website” hereafter). These terms shall be deemed to be known to and have been accepted in their whole by the buyer (referred as “the Customer” hereafter) who renounces recourse to their own purchasing conditions; either by the signature of the Customer on any document that referred to it, or by the absence of written opposition by the Customer within the seven (7) days of reception of the first document that was brought to their attention. The T&C cannot be contested in case of ongoing commercial relations.
1.3 The T&C apply to all contractual relations between Happy Sunday and the Customer. They shall override any other condition that may figure on any kind of document emitted or not by the Customer. One can only depart from the T&C with a written agreement by HAPPY SUNDAY.
1.4 The present T&C shall prevail in case there is contradiction with other Terms and Conditions.
2. CHARACTERISTICS OF THE SERVICE AND THE PRODUCTS
2.1 HAPPY SUNDAY offers an online platform (referred as the “Platform” hereafter) that is accessible through the Website, in order to allow young designers and people interested in sewing (referred as the “Users” hereafter) to create their own custom fabrics and to share them through the same Platform. The Users can create and drop their models on the Platform so they can be printed on the fabrics available on the Platform. Those models are visible on the Website and shall constitute the products (referred as the “Products” hereafter) that will be offered to be sold to the Customers through the Platform.
2.2 The Products offered to be sold by HAPPY SUNDAY are those that are published on the Website, on the day the Customer visits the Website within the limits of available stock. In case of unavailability of one of the Products, the Customer shall be notified as expeditiously as possible. It is hereby stated that HAPPY SUNDAY can substitute the unavailable Product(s) by (a) similar Product(s) of equivalent value. If the Customer does not express the will to keep the substituted Product, they have the possibility to obtain a refund of the replaced Product, at the condition that a written demand has been made within the month after the order.
2.3 The photographs and text illustrating the Products do not fall within the scope of the contract. HAPPY SUNDAY cannot be held responsible for erroneous photographs and/or texts.
2.4 The available Product(s) can be acquired through the Website or the Platform within the scope of the order system described below (cfr. Point 3).
3. ORDER'S CONDITIONS
3.1 If the Customer wish to order, they can choose the Products which they have an interest in, and shall express the said interest by adding it to the virtual Cart.
At any moment, the Customer shall be able to:
- obtain a summary of the Products they selected by clicking on “Cart”;
- delete one of the Products that has been added to the cart; however, the correction shall not be possible once the Customer shall click on “Process order”;
- finish their selection of Products and order them by clicking on “Confirm” and then on “Process order”; and
- continue their purchase by clicking on “Start a new creation”.
3.2 In order to pass the order, the Customer shall click on “Process order” and then log into their account by providing their email address and their password that would have been created beforehand in the section “Sign up”. If no account was created beforehand, the Customer shall fil in correctly the form that is provided to them with the information that is necessary to identify them, such as their first name, last name and postal address. Besides, the Customer shall provide their email address and choose a personal and confidential password that can be used to log in on the website later, except if they choose to log in with their Google or Facebook account. The Customer accepts that the entry of these two identifiers is proof to their identity and expresses their consent thereto.
3.3 Once the Customer logs in, they must choose a delivery address and the delivery mode they prefer among the proposed options. A summary of the total of the order is then calculated and showed on screen. The Customer shall also choose the payment method they prefer among those supported by the Website (Credit Card, PayPal or money transfer). If the payment method “money transfer” is selected, the order shall be executed and delivered only upon the payment reception.
3.4 Once the Customer selects their payment method and click on “Order”, they confirm and validate their order: the order is registered and the sale is firmly concluded. The Customer cannot change anymore the possible mistakes that they might have done while filling in the order information. The Customer becomes buyer. The purchase order is registered in the data system of HAPPY SUNDAY or their provider, and is kept on a trustworthy and durable support. The information on this purchase order is considered to be proof of the contractual relation with HAPPY SUNDAY.
3.5 As the Products are personalized, their color, photographs and characteristics are indicative and can present differences with the final Product. It is important to note that the size and the place of the patterns of the personalized Product are subject to HAPPY SUNDAY’s interpretation. The rendition of personalization on textile is not the exact reflection of an image as it appears on a screen. The combination of different techniques of marking with different colors can generate various results that the Customer must take into account; HAPPY SUNDAY shall in no event be held liable. Besides, HAPPY SUNDAY reserves the right to accept or not the order of a personalized Product by a Customer, even if the payment has been effective. If for any reason the created design goes against the values promoted by HAPPY SUNDAY and the order was to be cancelled as a result, HAPPY SUNDAY will refund the Customer within the next 10 business days.
3.6 If the Customer is a commercial company, a purchase order is established by HAPPY SUNDAY, based on the information the Customer provided. This purchase order has a one-month validity starting from the date of its emission.
3.7 The prices that are indicated on the purchase order concern only the supply of the Product(s) that are listed on the purchase order in particular.
3.8 Once the Customer sends back the signed purchase order, the order becomes irrevocable and final and implies the obligation to pay. An electronic signature engages the Customer as much as a written signature.
3.9 Ordering the Product(s) available on the Website is reserved for legally entitled adults. It is possible for minors to order on the Website if they have received the consent of their parents or any other individual who is in legally in charge of them. Any order that does not respect those conditions could be cancelled by HAPPY SUNDAY in its sole discretion.
3.10 The articles 10.2 and 11 of the T&C concern only the natural persons for purposes which are outside of their trade, business, craft or profession, in accordance with the article I.1 2° of the Belgian Code of economic law (referred as the “Consumer customer” hereafter), at the exclusion of private individuals or legal persons who are acting for purposes which includes their trade, business, craft or profession (referred as the “Professional customer” hereafter).
4. PRICE AND PAYMENT METHODS
4.1 The Customer that passes the order shall guarantee the payment of the invoice, even if the latter has to be made out in the name of a third party.
4.2 The indicated prices are expressed in euros (EUR) and include all taxes, exclusive of delivery costs. The shipping charges can vary depending on the number of ordered Products. The selection of a delivery mode and its related costs are added in the course of the order process.
4.3 The Professional customer undertakes to make the payment of the Product(s) ordered on the Website, as soon as they receive the invoice. The payment can be executed by transferring money on the bank account number that HAPPY SUNDAY has communicated on the purchase order.
4.4 In case of interruption of the services upon request of the Customer, the amount of money that was paid in advance is not refundable.
4.5 In the event of non-payment, HAPPY SUNDAY reserves the right, without prior formal notice, even after partial execution of an order, to : (i) stop the execution of the services without prior notice, and without the suspension being constitutive of termination; (ii) immediately demand the payment of all due sums; (iii) demand a flat-rate sum of compensation amounting to 15% of the value of all due sums; (iv) demand an annual conventional payment interest of 12% on all due sums; (v) cancel the order and recover the Product(s). In the latter instance, all on-account payments which have already been made shall be definitely acquired by HAPPY SUNDAY.
4.6 All payments made by the Customer take place without discount or bonus on an open account in the name of the company HAPPY SUNDAY.
4.7 The legal fees and other costs arising from the recovery of due sums from the Customer by HAPPY SUNDAY shall be refunded by the former as the case may be.
5. DELIVERY AND ACCEPTATION
5.1 The following delivery times are applicable:
(i) For items that are available to be shipped within Belgium, the usual delivery time is up from 2 to 4 business days, starting from the day following the reception of the payment for the order.
(ii) Delivery time for items that are available to be shipped outside of Belgium can vary from 4 to 10 business days, starting from the day following the reception of the payment of the order.
5.2 If the order cannot be honored in a maximal delivery period of 30 business days, starting from the day following the validation of the Customer’s order, the latter has the right to decline the order. For all orders for which the summary sent to the client states that the Product is “available within x weeks”, the maximal delivery period is of 30 days augmented by the number of weeks in question.
5.3 Those delivery times are for information only and possible delay in delivery can arise during promotional periods. However, HAPPY SUNDAY will put all effort to respect the delivery periods mentioned, to the extent of possible.
5.4 Delivery is taken care by BPOST at the delivery address indicated at the validation of the order, or as indicated on the purchase order signed by the Customer.
5.5 Delivery is presumed accepted if it has not been subject to any reservation from the Customer.
5.6 In case the delivery is made at the office of HAPPY SUNDAY, the Customer shall notify their arrival for the collection of the Product(s) 24 hours in advance. The Customer is exclusively responsible for the security of the loading and of the maximal weight supported by the vehicle in used. HAPPY SUNDAY shall in no event be held liable for the loss and/or degradation of the Product(s) during the transportation or for the potential damages caused to the vehicle.
5.7 In accordance with the law and with the Incoterm 2010 Ex Works (EXW), the risks transfer happens at the moment of the delivery. It is up to the Customer to check the conformity of the Product(s) (state, characteristics, absence of defects, quantity, etc.) at the moment of the reception, in presence of the carrier or, if applicable, the person so appointed at the offices of HAPPY SUNDAY. Any contestation about the conformity of the delivered Product(s) must be indicated as soon as possible (i) directly to HAPPY SUNDAY, as well as (ii) on the delivery note, and be communicated to the carrier or to the person so appointed by HAPPY SUNDAY.
5.8 Reselling the Product or partial use of it entails rightful acceptance of its totality.
5.9 Without prejudice of the above, the possible defects of some parts of the delivery do not give to the Customer the rights to refuse the entire supply.
5.10 The Customer can refuse the supply:
- if they pay a compensation equal to 20% of the order’s price; or
- if they can prove a serious negligence from HAPPY SUNDAY.
6. RETENTION OF PROPERTY
The property of in the Product(s) shall not pass to the Customer until all Product(s) of HAPPY SUNDAY have been paid for in full. This provision does not preclude the transfer of risks described in the present T&C.
7.1 All modifications demanded by the Customer during the execution of the order can lead to an extension of the delivery time and an increase of the initial price. Besides, the initial delivery timeframe shall be extended as the Customer fails to provide the elements necessary for HAPPY SUNDAY to complete the order, or to execute the payment of the agreed price reasonably on time.
7.2 A delay in the delivery of the Product(s) cannot give cause to cancel the present T&C or the payment of a compensation of any nature.
7.3 If phased deliveries have been agreed, they must be considered as separate contracts, so the events that might apply to one delivery will not apply to any of the deliveries left.
8. INTELLECTUAL PROPERTY
The brands, commercial names or any other distinctive signs that belong to HAPPY SUNDAY stays the sole property of HAPPY SUNDAY. Unless specifically confirmed in writing by HAPPY SUNDAY and the Customer otherwise, HAPPY SUNDAYS stays the sole holder of all the intellectual property rights over the elements created by the Customers and the elements that belong to the HAPPY SUNDAY platform. As a consequence, unless expressly provided by the Customer, the latter agrees to not use or apply or cause to be applied for trademarks, any brand, commercial name or distinctive sign that belongs to HAPPY SUNDAY or made available by themselves or HAPPY SUNDAY.
The Customer treats confidentially the information that HAPPY SUNDAY provides them, except the one that was made public by it or the one that is normally publicly accessible. Without preliminary and written consent, the Customer shall not disclose to third party, make available or use for any means other than the ones defined by their collaboration with HAPPY SUNDAY, confidential information related to the activity of HAPPY SUNDAY, its commercial strategy, its company’s plans, its customers or related companies, which they would have been informed about, during or after the period of collaboration.
10. LEGAL GUARANTEE
10.1 In accordance with law, the Customer profits from the legal tendencies, relating to the guarantee of the latent defects under the articles 1641 and following of the Civil Code concerning the hidden vices of a Product rendering it unfit for its usage or which decrease its usefulness to such an extent that the Customer would not have bought is or would have not have paid as high a price if they had been aware of the said vice. The present T&C do not affect those rights. Nonetheless, the guarantee shall not apply if the Customer cannot prove that HAPPY SUNDAY was aware of the hidden vices.
10.2 In accordance with law, the Consumer Customer profits from the legal tendencies, relating to the consumer goods under the articles 1649 bis and following of the Civil Code. The present T&C do not affect those rights. Nonetheless, the guarantee shall apply if the origin of the defect results from an improper handling, the deterioration or the improper use of the Product(s) by the Customer.
11. RIGHT OF WITHDRAWAL
11.1 The Consumer Customer has no right of withdrawal as the Products are personalized.
12.1 HAPPY SUNDAY’s responsibility cannot be invoked in cases of force majeure or other extraordinary (cfr. Article 13).
12.2 HAPPY SUNDAY cannot be held liable for any possible problem, damage and sinister suffered by the Customer after the acceptation of the Product(s), including those that arise from possible handling of the Product by the Customer and by any person under their responsibility or by third party.
12.3 HAPPY SUNDAY’s liability for compensation is limited to the direct damages that result from gross negligence from its part or non-fulfilment of one of its main obligations. HAPPY SUNDAY’s liability is limited to the reimbursement of the price of the non-conform part of the prestation or to its replacement, and cannot lead to any sort of compensation. By no means shall HAPPY SUNDAY be liable of direct damages such as loss of material or time, financial or commercial prejudice, loss of profits, or increased general costs.
12.4 Notwithstanding the right to withdraw in accordance with paragraph 11 for the Consumer Customer, and in order for it to be valid, any possible claim from the Customer must be given, in writing, within eight (8) calendar days starting from the moment the Customer was informed of the event from which the claim arises. In absence of any challenge in accordance with the above mentioned rules, it is considered that the Customer unconditionally accepts, without reservation, the event that gives rise to the claim and, de facto, definitively renounces to any claim of that matter.
12.5 The Customer is solely responsible for the choice of Product(s), their appropriate character as it fits their needs, and their usage. Any improper usage of the Product(s) shall be the sole responsibility of the Customer, excluding that of HAPPY SUNDAY.
12.6 The customer is responsible for complying with all such law and regulations in force concerning the importation and usage of the Products, as well as, if applicable, with all the laws and regulations in force in his country of residence.
13. FORCE MAJEURE
13.1 Are considered as force majeure all events that could have been predictable but were unforeseen, independently of the will of all parties, and which make impossible or substantially harder the execution of one or several obligations by one party (such as: war, riot, revolution, insurrection, strike or lock-out at one of the parties’ company, fire, flood, earthquake, storm, failure of telecommunication systems, power outage, etc.).
13.2 The party which invokes force majeure shall send the other party notice as soon as possible after the occurrence of the event.
13.3 Obligations which are affected by a force majeure, as well as all reciprocal obligations of the other party, are suspended during the duration of the event of force majeure.
13.4 If a case of force majeure lasts more than eight (8) months, each party has the right to put an end to the collaboration with immediate effect, and without compensation as long as the notice is sent by registered mail to the other party’s attention.
14. VALIDITY OF THE CONTRACTUAL TERMS
14.1 HAPPY SUNDAY’s abstention to avail itself, at a given moment, of a clause of the present T&C cannot be interpreted as a waiver to later exercise its rights under it.
14.2 The invalidity or unenforceability of all or parts of the provisions that precede or follow shall not result in the invalidity of the whole T&C. The provision which is totally or partially ineffective unenforceable shall be deemed unwritten. HAPPY SUNDAY undertakes to substitute to the provision another one that will achieve, if possible, the same purpose.
15. LAW AND JURISDICTION
15.1 The T&C are governed by Belgian law, to the extent permitted by private international law rules.
15.2 In the event of a dispute relating validity, application, interpretation or execution of the T&C, only the courts of the judicial district of Liège (Belgium) shall be competent, to the extent permitted by private international law rules.
15.3 Before undertaking any effort aimed at resolving a dispute before a judicial body, the Customer agrees to attempt to resolve it amicably by contacting directly HAPPY SUNDAY, then to attempt to resolve it by the mean of mediation before resorting to arbitration, litigation, or any other dispute resolution procedures.