The e-commerce sites www.essentiel-antwerp.com (the “Sites”) are Sites where KADINE BV, with its registered offices at Arenbergstraat 21, 2000 Antwerp, Belgium, and company registration no. BE 0437.697.256 (referred to hereinafter as “Kadine”), sells clothing and accessories under the “Essentiel” or “Essentiel Antwerp” brand (the “Products”).

Internet users wishing to buy the Products are referred to as the “Customer” in these Terms of Use. Kadine and Customer hereinafter also individually referred to as a “Party” or together as the “Parties”.

The Customers can contact the Customer Service via the contact form available in the ‘Contact’ section of the Sites or via the e-mail address service.US@essentiel-antwerp.com, if they experience any problems with the Sites or their order.

ARTICLE 1 — SCOPE OF APPLICATION

The present Terms of Use govern the rights and obligations of the Parties arising out of the online sales of Products offered on the Sites belonging to Kadine. Kadine provides all its services from Belgium, and the contract between the Parties will be deemed to be performed in Belgium, dispatching to different countries.

These Terms of Use apply to all Products sold on the Sites and prevail over any and all other terms and conditions of Kadine or the Customer. They may only be amended in writing.

ARTICLE 2 — CAPACITY IN LAW AND ACCEPTANCE

Anyone wishing to buy the Products from Kadine on the Sites must have the legal capacity or otherwise purchase the Products through their lawful representatives.

The Customer accepts these Terms of Use expressly through the ordering process by clicking on a tick or putting a cross against the words “I accept the Terms of Use”.

The Customer can print these Terms of Use.

ARTICLE 3 — PRODUCTS

The Products offered for sale on the Sites are those that appear on the Sites at the moment at which the Customer visits them and which are indicated as being sold by Kadine.

Products are offered for sale within the limits of available stocks and only for the purchase of customary amount for private use.

Should one or more Products of an order not be available, Kadine will inform the Customer via e-mail or in writing thereof. In such case, the Customer will be promptly reimbursed, in the same means of payment as the Customer used for the original transaction. The promptness of the refund can vary depending on the type of payment chosen by the Customer. In case of a payment by credit card, the refund will appear on the next following monthly statement for that credit card. Should the Customer find the refund is taking an abnormal length of time, she/he shall contact his/her bank.

Kadine will in any case make the refund within 30 days.

All Products offered for sale on the Sites are described in good faith and conscientiously and as accurately as is possible. The photographs on the Sites accompanying the Products are as faithful as possible, but cannot ensure perfect similarity with any given Product. Kadine cannot accept any liability for any minor errors or differences which may appear in the descriptions or photographs of the Products, including slight variations in colours and dimensions.

ARTICLE 4 — PRICES

The applicable prices are the ones shown on the Sites at the moment the Customer places the order.

Prices may vary from one Site to another, in accordance with any local peculiarities of the country/territory each website serves.

Prices stated on the product page are expressed in dollars and include duties and administrative costs.

Product and service prices do not include transport costs and sales taxes, which will be calculated and charged separately at the check-out, on top of the purchase price, as specified on the respective Sites. Any discount to which the Customer is entitled will be deducted from the price separately.

Kadine reserves the right to modify the selling prices and transport costs at any time, although the Products purchased and costs will always be invoiced at the prices as stated in the confirmatory e-mail, which are the prices that applied at the time of purchase.

The Customer will receive a confirmation of the order, as well as the corresponding invoice, on an electronic and durable medium.

Products will remain Kadine's property until the respective Customer pays for the Product in full, i.e. until she/he pays the purchase price and all costs in full.

In case of manifest error in the indication on the Sites of the price of any Product that the Customer has ordered, Kadine will inform the Customer thereof as soon as possible and give the Customer the possibility to replace an order at the correct price. In any case Kadine will cancel the initial order and refund the Customer for this order.

ARTICLE 5 — PAYMENT

Purchases can only be paid for online, by Visa, MasterCard, American Express, PayPal and via Apple Pay. The Customer's bank account will be debited once the Customer proceeds to the payment, and payment will not take effect until such time as the Customer's bank has given its consent to Kadine. Should the Customer's bank refuse payment, the agreement will not be concluded between the Customer and Kadine. As soon as the Customer’s financial institution accepts the payment, the agreement is concluded between the Customer and Kadine.

The Customer warrants that she/he is authorised to make payments by one of the payment methods stated above. It warrants as well that there are sufficient funds in the respective bank account linked to the credit card to cover all the costs arising out of the transaction.

Kadine reserves the right to refuse to fulfil at any time an order with a Customer with whom it is in dispute or who has brought a dispute in the past, or who has not paid for a previous order, wholly or in part.

ARTICLE 6 — ORDERING

To place an order, the Customer goes to the Product of his/her choice, chooses the color and size he/she wishes to receive and then clicks on ‘Add to shopping bag’. The said Products will be added to its shopping bag.

The Customer may freely modify the order as long as the Products are in the shopping bag. The price of the Products will be automatically displayed in the shopping bag.

Once the Customer has finished making its selection and wishes to validate the content of its shopping bag and confirm its order, the Customer must identify itself. Existing Customers identify themselves by logging in, new Customers must fill in the necessary fields to create a Customer account.

The Customer must also select a delivery and payment method and will enter its billing and delivery address.

Before proceeding to payment, and placing the order, the Customer must accept both the Privacy Policy and Terms of Use, by ticking the checkbox provided.

Then the total amount of the order to be paid, plus the transportation costs, will be clearly stated.

The Customer will be redirected to a trusted payment provider Adyen, which will securely process the payment.

Once the payment process is completed, the Customer will see an order confirmation page and will receive, in parallel, a confirmation email sent to the provided email address. All contractual details of the order will be communicated to the Customer in the language the Customer selected and confirmed their order in.

At that point, the order can no longer be modified by the Customer.

The Customer can choose to print the order confirmation page. Nevertheless, the Customer will also receive an order confirmation by e-mail.

The Customer will receive an e-mail from our logistic partner when his/her order is dispatched.

Data registered in Kadine's IT systems, those of its hosting partners or Internet payment partners shall constitute evidence of the communications, the content of the orders and the entire transactions which have taken place between the Parties.

ARTICLE 7 — DELIVERY

The Products will be delivered to the delivery address as stated by the Customer during the ordering process and following the procedures of the local logistic partner.

The delivery times stated on the website and found in the shipping information must be regarded as a commitment of means and cannot be invoked against Kadine.

The Products ordered by the Customer can only be delivered to addresses within the selected country, indicated on the website.

For delivery times and details on the selected country, the Customer can consult the shipping information here.

Should the Customer nevertheless, in any way, organize a delivery outside of this selected country, on their own initiative, they do so entirely at their own risk and expense, and Kadine can therefore in no way be held responsible for the delivery, return process or refund thereof, nor can it guarantee any customer service.

Kadine reserves the right to split orders into one or more deliveries as Products are available. Each delivery will be notified by e-mail. Deliveries will be accompanied by a delivery note which also gives details of the Products delivered. The Costumer will not bear any additional shipping costs if Kadine decides to split an order into several deliveries.

Should a delivery go missing during the delivery process, and the provisions of this article are complied with, Kadine will send a new shipment entirely at its expense if the Product is still available or refund the value of the order including transport costs.

The risks of loss and/or damage pass to the Customer on delivery to the delivery address mentioned during the ordering process or any other delivery preferences specified by the Customer.

ARTICLE 8 — RIGHT OF REVOCATION

The Customer has thirty (30) days from the day of receipt of the Products ordered to exercise its right of revocation, without the need to provide any reason.

The Customer will inform Kadine of its decision to revoke by sending a clear, unambiguous declaration by E-mail to: service.US@essentiel-antwerp.com or by post to Customer Service, Arenbergstraat 21, 2000 Antwerpen, Belgium. The Customer can use the model revocation form attached in the Annex to these Terms, but this is, however, not mandatory.

The Customer shall return the Products to Kadine immediately and in any case, at the latest fourteen (14) days after having communicated the decision to revoke.

The Customer will return the item by filling in the return document included with the Products and sending the Products back to the address indicated on the included return label. The Customer will keep proof of postage until the Products have reached Kadine.

The Customer must return the Products in a new and unused condition, with all the original labels on, and at his own expense. Kadine will provide a return label for returns. For certain countries, this return label will be pre-paid, and the return will consequently be free of charge. In both cases, the Customer shall use the provided return label, so that the tracking of the parcel can be ensured. If the provided label is not used, the Customer will bear the responsibility for the Products (including any damage or loss) until it reaches Kadine.

In case the aforementioned conditions are fulfilled and Kadine has received the Products, Kadine will refund the Customer the full sum of the order, including the purchase price and transportation costs (other than additional charges arising from the Customer’s choice of a different method of delivery than the least expensive type of standard delivery offered by Kadine). In case of a partial return, the initial transportation costs will not be refunded to the Customer.

The full purchase price (including the standard transportation costs) will be refunded within 14 calendar days of Kadine receiving the returned Products in good time, provided all conditions as specified above have been strictly complied with. Under no circumstances can the amount repaid ever exceed what the Customer actually paid.

For this refund Kadine will use the same means of payment as the Customer used for the original transaction unless expressly agreed otherwise and in no event will the Customer be charged for this refund less the sales vouchers or discounts used to pay for the order. The Customer will be refunded in accordance with the procedures agreed with the bank which issued the card.

The Customer shall be liable for any loss in value of the Products if such loss in value is due to having used the Products to an extent more than necessary to establish the nature, characteristics and the functioning of the Products.

Returns can only be accepted in the way described above. Returns must be sent to the address below:

ESSENTIEL ANTWERP

74 Wooster Street

10012 Soho, New York,

USA

It is not possible to exchange Products. If the Customer wishes to have another Product instead of the initial order, the Customer can invoke the return right as described above and subsequently place a new order for the desired Product.

The Customer can also return the Products by returning them physically to the New York City store at 74 Wooster Street, 10012 Soho, New York. In this case, the return process will remain the same as for online returns and thus the Customer will be refunded through the online process by means of its initial payment method. An exchange in store will not be possible.

ARTICLE 9 — GIFT CARDS

Gift cards are sold both online on the Sites and in the Essentiel Antwerp physical stores.

Gift cards by e-mail are only sold on the Sites and delivered in an electronic form, to the specified email address. The Customer can also buy a physical gift card that will be sent by post to the designated address.

The following additional terms and conditions apply to gift cards:

-Gift cards can be redeemed in any Essentiel Antwerp store using the currency applied on the gift card, and in the online stores;

- Gift cards remain valid for 9 years;

- Gift cards can be redeemed in part or in its entirety.;

- The Customer can freely determine the value of the gift card it will be buying, as long as the amount is between $20 and $5000;

Without prejudice to the Customer’s right of revocation mentioned under article 8, gift cards as well as the Product purchased through a gift card may not be exchanged for cash or any other payment, not even partially.

The code on the gift card can be used in the online order process on the Sites. After reviewing and confirming the order, the Customer shall enter the code stated on the gift card or in the gift card e-mail. Value amounts used for purchases are deducted from the gift card balance.

If the total order is less than the value of the gift card, the outstanding amount will remain available on the gift card.

If the total order exceeds the value of the gift card, the remaining balance must be paid through one of the available payment methods on the Sites.

Gift cards by e-mail will be e-mailed to the recipient after processing the order once the payment has been confirmed. Kadine is not liable for the delivery of a gift card by e-mail to a non-existent or wrong e-mail address. It is the sole responsibility of the Customer that the input of information (such as the e-mail address of the recipient) is correct and double-checked.

Kadine is not responsible if a gift card is stolen, resold, destroyed, lost or used without the Customer’s permission.

ARTICLE 10 — STATUTORY WARRANTY

In case of faulty or non-conforming goods, the Customer can contact Customer Service via the contact form which can be found under the ‘Contact’ option, or via the e-mail address service.US@essentiel-antwerp.com.

The Customer shall be entitled to the two-year legal guarantee of conformity for goods, as described below.

From the moment Kadine receives the defective Product, Kadine will at the Customer's choice either repair the defect or replace the Product with a Product free of defects (so-called supplementary performance). Before asserting other warranty claims, Kadine shall be given reasonable opportunity and time to perform such supplementary performance. Kadine can refuse the type of supplementary performance chosen by the Customer if it is only possible with disproportionate costs.

If the supplementary performance fails, the Customer can obtain a reduction of the price according to statutory provisions or a termination of the contract at his/her choice.

The right to terminate is excluded if the delivered Products deviate only insignificantly from the agreed quality or if the contractual or normal use of the Products is only insignificantly impaired.

Customers must contact Customer Service should they wish to invoke this guarantee immediately and notify Kadine of the non-compliance via Customer Service in writing in any case within two months of discovering the defect.

Under no circumstances does the guarantee apply to Products which are damaged intentionally or by the Customer's negligence, nor does it apply if the damage is due to sleet, transport or incorrect use.

Customers can contact Customer Service if they have any queries regarding the above.

ARTICLE 11 — SALES FOR PRIVATE PURPOSES

Providing the guarantee under article 10 and customer support is important to Kadine.

Therefore, all acts that may negatively affect Customer service are forbidden, including i.e. relabeling the Products, exporting them outside the European Union for commercial purposes.

The sale of Products is for private purposes only, and exclusively reserved to private individuals.

In no case may the Sites be used by professional Customers, regardless of the method of the marketing of the Products. The Products are offered for sale only for the purchase of usual amounts placed by average customers.

Kadine reserves the right to suspend or even refuse to fulfill an order with a Customer if there is a prima facie indication that the order is placed by a professional Customer. The costs incurred by Kadine for the verification of compliance of prohibition of export for commercial purposes outside of the European Union will be borne by the Customer in case of infringement.

ARTICLE 12 — INTELLECTUAL PROPERTY RIGHTS

For the purpose of this provision, “Intellectual Property Rights” means the Brand, and all rights in and to copyrights, trademarks, design, know-how and registered domain names, including, but not limited to the domain name “essentiel” or “essentielantwerp” or any translation and/or representation thereof or any related words, as well as all texts, databases containing data published on the Sites, the layout, look and feel, and graphic design of the Sites, the sales catalogue, photos, images, videos and music on the Sites which are subject to protection under copyrights, database rights, trademark rights, patent rights or any other form of intellectual property right.

The Customer is aware of the existence of these Intellectual Property Rights and commits to respect at all times such Intellectual Property Rights.

Kadine is and remains at all times the exclusive owner of such Intellectual property Rights.

The Customer can therefore not copy, publish, imitate, exploit or use Kadine’s Intellectual Property Rights in any other way in any form whatsoever without Kadine's prior written consent. Such consent must be obtained in writing, unless Kadine has granted a right to share certain aspects of the Intellectual Property rights via social networks. In such case the grant of rights is limited to the specific elements of the Intellectual Property Rights identified by Kadine, to ways of use and social networks for which Kadine has made it possible to share them; in any case such grant of right is unexclusive only.

ARTICLE 13 — LIABILITY

To the extent legally permitted, Kadine cannot under any circumstances be held liable for any losses suffered directly or indirectly (loss of use, loss of profits, loss of opportunity etc.) arising out of using the Sites or of their being unavailable. It cannot be held liable for any damage to the Customer's systems incurred through visiting the Sites including being hacked or computer viruses.

Kadine cannot be held liable for not delivering orders because products are out of stock or for reasons beyond its control, including circumstances of force majeure, including disturbances of or suspension of transport, post or communications services, in the event of flood or fire, accidents or damage inherent in using the network.

In general, neither the Customer nor Kadine will be liable for any special, indirect, consequential, ancillary, or punitive damages (including, without limitation, damages for loss of profits or loss of information).

ARTICLE 14 — GOVERNING LAW AND JURISDICTION

These Terms of Use and any claim or dispute related thereto are exclusively governed by Belgian law.

Should any disputes arise between the Parties concerning the purchase of Products under these Terms of Use, the Customer will first contact Kadine in accordance with Article 15.

In case no resolution can be found by Kadine, the concerned dispute will be resolved exclusively by final and binding arbitration. The arbitration shall be administered by the International Chambre of Commerce, according to its ICC Rules of Arbitration. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The arbitration shall be kept confidential and the existence of the proceeding and any element of it shall not be disclosed beyond the arbitration proceedings, except as may be required by applicable law.

Neither the Customer nor Kadine may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any possible dispute arising out of the purchase of Products, the use of the Sites or the acceptance of these Terms of Use in general. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only on individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If for any reason a claim proceeds in court rather than in arbitration, the Customer and Kadine each waive any right to a jury trial.

The costs of the prevailing party such as administrative fees, reasonable attorney fees and other expenses of the arbitration procedure will be borne by the non-prevailing party.

THIS ARTICLE LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN JAMS RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOUR, AS A CUSTOMER AND CONTRACTUAL PARTY, OR KADINE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

If you do not wish to be bound by this arbitration clause, you may opt out by providing written notice to Kadine within 30 days receiving the Products ordered, in accordance with Article 8 of these Terms of Use. If you do not opt-out within this time frame, you will be bound by the terms of this arbitration clause.

This Article of these Terms of Use will survive the termination of the Contract and your relationship with Kadine otherwise.

ARTICLE 15 — CONTACT AND COMPLAINTS

Should they have any queries or complaints concerning their purchases, Customers can contact Kadine by filling out the contact form available in the ‘Contact’ section of the Sites. Alternatively, the Customer can reach Customer Service directly at “service.US@Essentiel-antwerp.com”. Kadine will revise the queries or complaints on working days from 9 a.m. to 5 p.m. and will make every effort to answer all questions within 48 hours.

ARTICLE 15 — DIVISIBILITY CLAUSE

If any provision or part of this agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions or parts of this agreement, which shall remain in full force and effect. The parties shall make a good faith effort to replace any invalid, illegal, or unenforceable provision or part with a valid, legal, and enforceable provision that achieves, to the extent possible, the original economic, business, and other purposes of the invalid, illegal, or unenforceable provision or part.

This clause is intended to ensure that if any part of the agreement is deemed unenforceable or invalid by a court or other competent authority, the rest of the agreement will remain valid and enforceable.

ARTICLE 16 — MISCELLANEOUS

Kadine may vary the present Terms of Use at any time, including to comply with its statutory obligations. Changes notified via the Website will apply to all subsequent offers and orders.

Kadine reserves the right to vary the design and content of its website at any time.

If Customers wish to have their account deleted, they can request so by contacting Customer Service at service.US@Essentiel-antwerp.com, according to the Privacy Policy.

Customers can also find out more about Kadine's privacy policy here.

If one or more article(s) or paragraph(s) of the present Terms of Use are or become invalid or unenforceable in whole or in part this shall not affect the validity and enforceability of the remaining provisions.

Annex

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