The NonStopYacht.com web site (the “Site”) is offered by NonStopYacht SL (NSY) to the Supplier (“You”, “Your” or the “Supplier”) subject to the following terms and conditions, which explain the contractual terms between You and NSY relating to the activities and transactions conducted through the Site.
NSY is an e-commerce Internet web-site acting as an venue for the promotion and sale of products and/or services into the luxury crewed yacht industry.
Further Definitions:
The Site
The NonStopYacht SL e-commerce website. i.e. www.nonstopyacht.com
Goods
Products and services promoted, displayed and/or sold on the Site related to the Supplier in question
Information
Data (text and images, including logos and prices) relating to the products and services on the Site.
Supplier Agreement
The General Manufacturer/Distributor or Supplier Agreement signed and returned to NSY previously.
Customer
The party purchasing or booking the products or services. Also used to refer to a visitor to www.nonstopyacht.com who may or may not have made a purchase
Supply Point
The location to which NSY send orders received from its customers e.g. the distributor
1. Relation
The relationship between you and NSY is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms. Neither party is authorised to act as an agent for, or legal representative of, the other party and neither party shall have authority to assume or create any obligation on behalf of, in the name of or binding upon the other party.
2. Acceptance and Exclusivity
The inclusion of products on the site is free of charge subject to receipt of correctly-formatted digital product information (the “Information” ) but does mean that You agree to these Terms and any additional rules or policies we may publish from time to time. We may update these Terms from time to time without notice to You. You can review the most current version of the Terms at any time on this page.
The sale of goods or services through the Site will be subject to the terms and conditions of sale of the Supplier.
By signing the General Supplier/Manufacturer or Distributor Agreement you have warranted that you are legally able to enter into contracts for the products that you sell.
You hereby grant to NSY a non-exclusive, world-wide, perpetual, irrevocable, royalty-free license to use the Information, including any copyrights, publicity rights or any other proprietary rights you have in the Information, in any media now known or unknown, for any purpose in connection with the provision and promotion of the Site hereunder.
3. Posting of Goods by NSY
To the best of our knowledge, the descriptions of the Goods posted by NSY on the Site are accurate and up-to-date. . It is the responsibility of the supplier to ensure that the information that is posted on the site is correct and to provide NSY with updates to the information as and when you require. We will post information subject to the relevant technical resources being available. NSY is continually working to correct errors or omissions as quickly as possible after having been notified of them.
4. Term of the Agreement
You agree that NSY, at it’s sole discretion, may terminate the Supplier Agreement with you and remove or archive or discard any Information posted by us within the Site for any reason, without limitation, if NSY believes that you have violated or acted inconsistently with the letter or spirit of the this agreement. NSY may also in its sole discretion and at any time modify or discontinue the Site, or any part thereof, with or without notice.
NSY reserves the right to withdraw Goods offered or to terminate entire services without prior notice. Further, you agree that NSY shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site, your access to or use of it. Any termination of these Terms shall be without prejudice to either party's right to recover any sums paid or due or to any rights accrued to one party in accordance with these Terms on or prior to the effective date of such termination.
5. Right to withdraw
You have the right to withdraw from your agreement concluded directly with NSY for the supply of Goods with 2 months notice (unless otherwise agreed). If you wish to withdraw, please e-mail us on suppliers@nonstopyacht.com and your withdrawal will be effective 2 months from the date we receive your message.
7. Prices
The prices displayed for products sold on the NSY site will be determined following consultation with the Supply point. In the event of any price discrepancies, the price charged to the customer will always be the price confirmed by the Supply point at the time of confirmation of acceptance of the order. NSY will not be held responsible (by Supplier or Customer) for any erroneous pricing displayed on the Site.
8. Commission/Discounts
The inclusion of Goods in the NSY site is presently free to Suppliers. NSY will however, depending on what has been agreed with individual Supply points, either earn a commission fee on all transactions that have successfully closed or earn a margin based on the difference between the trade and retail price.
Commission paid by the Supplier will only be refunded if (a) the Supplier notifies NSY in writing within 30 days after payment of the Commission that the sale of the Goods or Services for which the Commission was paid failed to complete and (b) if the Supplier shows, to the reasonable satisfaction of NSY, that the failure to complete did not result from the any lack of diligence or breach of its obligations by the Supplier and (c) the Customer has confirmed the grounds for the non-completion in writing within said term. After 30 days, Commission paid is not refundable.
If any Supplier sells or transfers Goods to any Customer contacted through the Site through means other than the Site during a period of 90 days following the non-completion of the transaction, the Supplier shall be obligated to pay NSY the Commission. In such case, the Commission will be calculated from the amount of the original price accepted by the Supplier on the Site, even if the parties agree upon a lower or different price, or transfer the Goods as part of a barter transaction or as a gift. Customers and Suppliers attempting to defraud NSY or avoiding payment of Commission will be banned, at the sole discretion of NSY, from further participation in the Site.
10. Information between parties
Both parties agree to keep confidential any private or proprietary information that maybe needed to enable this agreement to operate. Our Privacy Policy applies equally to Suppliers and Customers
11. Sale of Goods via NSY when NSY is only acting as an Affiliate/Link to the third party Supplier
Where NSY has agreed with You that we will only be acting as an on-line link to Your site, NSY only acts as an online venue allowing visitors to our site to access Your website and therefore Your goods. Apart from offering an on-line mechanism for customers to access Your website via the NSY Site NSY is not involved in the actual transactions between You and the Customers. The NSY Site only operates as a venue and therefore, has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, Your ability to sell items, or the ability of Customers to buy items. NSY does not guarantee the quality or condition of the Goods sold, nor does it qualify Customers or Suppliers or confirm the identity or credit-worthiness of each user. In the event that a Customer has a dispute with You the dispute must be resolved directly between the You and the Customer and NSY will not be in any way liable.
12. Sale of Goods via NSY when NSY is acting as Supplier intermediary and handling payment and order details.
A Customer can submit an order for Goods posted by NSY on the Site. NSY is under no obligation to accept the order but would normally do so where the product is available, the order reflects the then current pricing and the Customer’s credit card, debit card or charge card is approved. NSY will notify You of the order by e-mail unless another method (e.g. by fax or phone) has been agreed. The moment your server notifies us that our order notice has been delivered to you and is accessible by you, will constitute the moment a binding agreement comes into place on these terms and conditions. If Goods are not available for any reason after NSY has accepted the Customer’s order, you must inform us of this unavailability within 24hrs of receipt of the order on the first working day of receipt.
13. Delivery
Where the Supplier is handling the shipment of Goods direct to the Customer or to a forwarding agent designated by NSY, the Supplier will make every effort to deliver all Goods by reputable delivery service following acceptance of the order placed by NSY on behalf of the Customer order and within agreed shipping time scales. Where this is not possible you must notify NSY within 24hrs of receipt of the order on the first working day. All deliveries must be made to the Customer or forwarding agent at the address specified by NSY in the order. All deliveries must be signed for (the Confirmation of Delivery). If you cannot deliver the Goods to the address specified for any reason you must notify NSY immediately. NSY will attempt to contact the Customer and send re-delivery details through to you or your as soon as possible. The Customer will be charged for re-delivery if the failure to deliver was due to their absence or an incorrect address being given initially. If we cannot contact the Customer within 28 days, we will cancel the order and notify you by e-mail immediately. You must notify us of any refunds and/or cancellation charges which will then be charged to the Customer.
14. Returns
If a product purchased is defective (excluding damage in transit) or is not the product requested (i.e there is error betwen the order placed on NSY and the product delivered) then NSY requires the Customer to advise us within 5 days of date of signature of receipt by the Customer. NSY will ask you to provide a return address and at their discretion arrange for collection of the product, reasonable shipping costs will be born by the Supplier or NSY depending on the origin of the error. In such event NSY will give the Customer a credit for other purchases from the Site or a full refund at the Customers request. The Customer will be notified by e-mail of the refund once the Supplier has received and processed the returned item. The Customer can expect a refund in the same form of payment originally used for purchase within 15 - 30 business days of You receiving the returned goods.
Except in the circumstances above all sales of custom manufactured goods are final.
For standard goods in the event that the order has been correctly filled and the Customer decides they placed the order in error and/or no longer wants the product, the Customer can return the product in its original condition within 21 days of receipt having first advised NSY. NSY will ask you to provide a return address or at their discretion arrange for collection of the goods. In such event, NSY will give the Customer a credit for other purchases from the Site (less reasonable shipping, handling and restocking charges incurred).
15. Invoicing
Invoices will be sent electronically to NSY for payment in line with the prior agreed terms.
16. Website service Interruption
NSY will make every effort to keep our website operational. However certain technical difficulties may, from time to time, result in temporary service interruptions. You agree not to hold us liable for any of the consequences of such interruptions.
17. Supplier Conduct
You agree not to use the Site to:
(a) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, discrimination false advertising, transportation of hazardous material, or use of pesticides);
(c) upload, post or otherwise transmit defamatory, obscene, trade libellous, unlawfully threatening or unlawfully harassing materials;
(d) upload, post or otherwise transmit any viruses or other harmful component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) upload, post or otherwise transmit any bulk e-mails, advertisements, solicitations, bids, offers for sale of goods or services, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by the Site) or engage in spamming or flooding;
(f) link directly to or include descriptions of Goods that are concurrently listed for sale anywhere other than the Site or you do not have a right to link to or include;
(g) impersonate or misrepresent your affiliation with any other person or entity;
(h) attempt to gain unauthorised access to other computer systems through the Site; or
(i) act fraudulently or for the sale of counterfeit or stolen goods.
Finally, You shall not supply through the Site any Goods that, by paying the Commission to NSY, could cause NSY to violate any applicable law, statute, ordinance or regulation.
18. Monitoring
You agree that NSY has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any Goods, Information or other content anywhere on the Site.
19. Warranty Disclaimer
This site, including all content, functions, and information made available on or accessed through the site, is provided on an "as is", "as available" basis without representations or warranties of any kind whatsoever, express or implied, including without limitation, non-infringement, merchantability or fitness for a particular purpose. NSY does not warrant that the site or the functions, features or content contained therein will be timely, secure, uninterrupted or error free, or that defects will be corrected immediately. NSY makes no warranty that the site will meet users' requirements, and expressly disclaims any warranties or guarantees that by posting an item on the site, the posted item will be sold. To the maximum extent permitted by law, NSY excludes all warranties regarding any goods or services purchased or obtained through the site or any transactions entered into through the site. No advice or information, whether oral or written, obtained by you from NSY or through the site shall create any warranty not expressly made herein.
20. Limitation of liability
You expressly understand and agree that NSY shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if NSY has been advised of the possibility of such damages).
21. Indemnification
You shall indemnify, defend and hold NSY, its officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, damages, liabilities, judgements and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees), incurred by an Indemnified Party in connection with any claims arising out of, based upon or resulting from any breach or violation by you of these Terms or any use by you of the Site or as a result of a dispute with another user. NSY reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without the prior written consent of NSY.
22. Notices
Except as explicitly stated otherwise, any notices shall be given by e-mail to suppliers@nonstopyacht.com. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. If NSY notifies you in writing by way of fax, a notice is taken to be received, in the absence of evidence of earlier receipt, on the date of transmission as shown on the applicable fax transmission report.
23. Miscellaneous
These Terms and any associated Terms constitute the entire agreement between you and NSY and govern your use of the Site, superseding any prior agreements between you ( except where reference is made to terms previously agreed) and NSY (including, but not limited to, any prior versions of the Terms).
NSY makes no claims that the Site is appropriate for any particular purpose or audience, or that it may be downloaded outside of Spain. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of Spain, you are responsible for compliance with the laws of your jurisdiction.
24. Data protection and Intellectual property
You acknowledge and agree that NSY owns or is licensed to use all intellectual property rights (including without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the Site and any data (including Registration Data) generated by its users. Registration Data and certain other information about you is subject to our privacy policy. For more information, please see our full privacy statement.
NSY hereby grants you a revocable, non-transferable, non-exclusive license to use the Site solely for your internal use. Without limiting the foregoing or expanding any of your rights hereunder, you agree that you will not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to or use of the Site or the Information contained therein, either in whole or in part. In addition, you shall be responsible for providing all communication lines, telephone/transmission services and all equipment and technology necessary for you to access and use the Site. The foregoing license has been granted to you subject to your agreement to abide by these Terms.
25. Governing Law
This agreement shall be governed by the laws of Spain.
26. Resolution of Conflicts
By using NSY, you agree that the exclusive forum for the bringing of any claims or causes of action arising out of or relating to your use of the Site are the Spanish courts. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
