Sales and Distribution Terms
Jovani Fashions Ltd. Standard Sales and Distribution Terms and Conditions
Last Updated: August 15, 2023
These standard terms and conditions ("Terms and Conditions") govern all sales by Jovani Fashions, Ltd. ("Jovani," "we," or "us") to the individual or entity purchasing goods from Jovani ("buyer," "purchaser," "customer," or "you"). All orders, sales, and invoices issued by Jovani are subject to these Terms and Conditions.
Acceptance of Terms:
By ordering from Jovani, purchasing goods from Jovani, and engaging in business transactions with Jovani, you acknowledge and agree to comply with all the Terms and Conditions outlined herein.
Terms and Conditions:
1. Limitations of Remedy and Liability: Jovani's liability in its interactions with the buyer, including under these Terms and Conditions, is strictly confined to the value of the sale or invoice, not exceeding $1,000.
2. Contingencies: Jovani shall not be held liable to the buyer for any direct or indirect losses or damages resulting from Jovani's failure to deliver merchandise, delays in delivery, or failure to perform under these Terms and Conditions. Such instances of failure or delay caused by factors beyond Jovani's control, including but not limited to fire, natural disaster, labor disputes, government regulations, and similar conditions, shall not render Jovani responsible. The specified delivery time shall be extended during the occurrence of such conditions and for a reasonable period afterward.
3. Payments: Payments must be made in U.S. currency. Invoiced prices will reflect those in effect at the time of shipment. We retain the right to impose service charges on overdue accounts or invoices at the maximum rate permitted by law.
4. Deposit: Customers placing orders, including at trade shows, must pay a 20% non-refundable deposit to secure their order. Deposits may be made in cash or via credit card. For couture gown orders, defined as gowns retailing for $1,000 and above, customers must pay a 65% non-refundable deposit. Orders for couture gowns are non-cancellable due to their made-to-order nature.
5. Orders: Orders are considered final and cannot be altered once they are ready for invoicing. Upon invoicing, you authorize Jovani to charge your credit card and ship your open orders.
6. Risk of Loss: The risk of loss or damage to the product is transferred to the buyer either upon delivery to the carrier at Jovani facilities or upon delivery to the buyer or their representative, whichever occurs first.
7. Trademarks: Jovani is the sole owner of all trademarks and logos associated with Jovani ("Jovani Trademarks"). The buyer acknowledges that dealings with Jovani do not confer any right, title, or interest in the Jovani Trademarks. The buyer agrees to respect Jovani's ownership of the Jovani Trademarks and refrain from asserting adverse claims or assisting third parties in such assertions.
8. Copyrights:
a. Jovani regards its dresses, prints, textiles, fabrics, patterns, arrangements, designs, photographs, catalogs, and other copyrightable works ("Jovani Copyrights") as proprietary material under U.S. and International copyright laws. Complete and unrestricted copyrights and ownership of Jovani Copyrights are and will remain vested in Jovani, following all applicable laws, including the U.S. Copyright Act 17 U.S.C. The customer does not and will not obtain ownership of the Jovani Copyrights.
b. Prior written approval from Jovani is required before displaying or using any Jovani Copyrights. Clear and visible attribution to Jovani is mandatory. Violations or unauthorized use of Jovani Copyrights will be prosecuted to the fullest extent permissible under relevant laws.
c. Customers must not copy or create derivative works of any Jovani Copyrights without explicit authorization from Jovani.
9. Advertising: Prior express written approval from Jovani, obtained through Jovani’s Photograph Use Agreement, is mandatory before using Jovani Copyrights or Trademarks in advertisements. Advertisements containing Jovani content must visibly and clearly credit Jovani, including on the customer’s website, in-store displays, and print media. Removal or alteration of Jovani logos or watermarks from copyrighted Jovani images provided to the customer is prohibited. The customer is responsible for ensuring compliance with these Terms and Conditions when producing advertisements with third parties. Jovani reserves the right to use customer-generated advertising materials for its marketing activities.
10. Jovani Account: Customers using an assumed or "doing business as" name, including different names for websites, social media pages, and retail locations, must report such names to Jovani for account linkage. Failure to report assumed names may lead to copyright and trademark infringement reports for unauthorized use of Jovani intellectual property.
11. Trans-Shipping: Customers are prohibited from trans-shipping Jovani dresses to unauthorized retailers or selling in unapproved jurisdictions.
12. Discounting: Authorized Jovani retailers must not sell Jovani dresses below the authorized MSRP of their jurisdiction.
13. Renting: Authorized Jovani retailers may not engage in renting Jovani dresses.
14. Residential Sales: Authorized Jovani retailers may not sell Jovani dresses in residential locations.
15. Commercial Sales: Authorized Jovani retailers are permitted to sell Jovani dresses solely in the commercial retail location linked to their Jovani account or order. Unauthorized sales or unreported locations not approved by Jovani may lead to order holds, cancellations, and account closure.
16. Counterfeit Sales: Jovani customers are prohibited from selling or offering counterfeit Jovani dresses.
17. Taxes: Buyers are responsible for paying all applicable federal, state, county, municipal, use, compensating, intangibles, customs, duties, and similar taxes for transactions, both in effect and potentially enacted in the future, including international tax regulations.
18. Relationship: Transactions governed by these Terms and Conditions establish a seller-to-purchaser relationship between Jovani and the buyer. These Standard Terms and Conditions do not create employment, partnership, joint venture, distributorship, sales representation, or any other relationship beyond that of seller to purchaser.
19. Online Policies:
a. Unauthorized online retailers are prohibited from selling Jovani dresses online. Although you can request copyrighted Jovani images for website advertising, displaying online shopping carts or prices for Jovani dresses is not allowed.
b. The use of copyrighted Jovani images for selling Jovani dresses on auction, e-commerce, and social commerce websites, including but not limited to Amazon.com, shopping.yahoo.com, and Ebay.com, requires explicit written consent from Jovani.
20. Return Policy: Jovani does not issue refunds; however, damaged dresses may be exchanged. All returns must include a Return Authorization Number (RA Number), obtainable through your sales representative or by emailing ReturnDept@Jovani.com or faxing to 212-279-0133. Inspect garments upon receipt for damage, and within seven (7) days, request an RA number for damaged items. Exchanges require management approval and must be of equal or greater value. Discontinued or inactive items are ineligible for return. Certain items, including Pageant, Bridal, and Couture pieces, cannot be returned. Goods must be returned as received (e.g., on hangers, wrapped), with retail tags removed. Returns should be labeled with account details and RA number. Returns must reach Jovani within fifteen (15) days of RA issuance, and damaged items must be accompanied by repair notes. Trunk Show items must be returned within thirty (30) days of receipt. Jovani accepts returns only for items purchased directly from us. Exchanges incur a $75 fee per item. Unauthorized returns without an RA Number will not be accepted. Jovani is not liable for lost shipments and damaged items due to improper care.
21. Choice of Law and Disputes:
a. Goods sold by Jovani are under a contract formed in the state of New York.
b. All disputes arising from these sales and these Terms and Conditions are subject to New York state and federal court laws. Claims against Jovani must be filed within the jurisdiction of New York.
c. Disputes involving sales from Jovani to you shall be within the jurisdiction of the courts of the State of New York.
d. The prevailing party in disputes related to Jovani sales is entitled to attorney’s fees and costs.
22. Reservation of Rights: All orders placed signify agreement with these Terms and Conditions, and adherence to them is obligatory for customers. Jovani retains the right to hold or cancel orders and/or close accounts for violations of these Terms and Conditions. By continuing to place orders with Jovani, you are presumed to have read and accepted all the foregoing Terms and Conditions. We appreciate your continued business.