Provided by Finnish Design Shop
FRANCKLY.COM MARKETPLACE GENERAL TERMS AND CONDITIONS
1. APPLICATION OF TERMS AND CONDITIONS
These Franckly.com marketplace general terms and conditions apply when Finnish Design Shop Oy, (business-ID 1907012-1) incorporated and existing under the laws of Finland, enables the sale of used design products (“Product”) by the Product owners (“Seller”) to the users (“Buyer”) through an electronic website www.franckly.com (“Service”) maintained under its registered auxiliary business name Franckly (“Franckly”).
In order to buy Products, the Buyers shall either register as users of the Service or alternatively provide the required information on the Service’s website during the purchase transaction. The Buyer can be either a private individual or a trader. The Buyer, under the capacity of a private individual, acknowledges that his/her rights under the compelling consumer protection legislation are applicable to the Service and the purchase of Products under these terms and conditions only to the extent where the Seller of the Product is a trader. The compelling consumer protection legislation is not applicable to a Buyer acting under the capacity of a trader regardless whether the Seller is a private individual or a trader.
The Service works as a marketplace for the Products through which the Seller sells the Product to the Buyer in its own name and on its own behalf. The Seller can be either a trader or a private individual. The Seller acknowledges that while selling Products through the Service under the capacity of a trader in its own name and on its own behalf, the Seller is responsible according to the compelling consumer protection legislation in relation to the Buyer who acts under the capacity of a private individual.
Franckly will not store or otherwise hold Products sold through the Service and will not have any ownership of the Products, unless otherwise stated in these terms and conditions.
The General Terms and conditions of the Service as well as any other terms and conditions (together “Terms”) published on the Service's website apply to the use of the Service and the sale and purchase of the Products. Franckly has a unilateral right to change these Terms by notifying the Sellers and Buyers who are registered to or using the Service, of any changes via electronic means or though the Service. The changes will take effect immediately upon notification. The Seller and Buyer accept the changes by using the Service.
The Seller's name and Buyer's legal status shall be visible to the Buyer on the sales announcement attached to a Product sold through the Service prior to the conclusion of the trade agreement.
2. USE OF THE SERVICE AND REGISTRATION
2.1 REGISTRATION AND REQUIRED INFORMATION
In order to sell Products in the Service, the Seller must register on the Service website by completing the registration form.
In order to purchase the Products and use the Service, the Buyer must either register for the Service or provide the information required during the purchase transaction prior to the payment.
The Seller and/or Buyer or any other party using the Service (“Service User”) shall always be responsible for the accuracy and completeness of the information they provide. By registering to the Service or by using the Service, the Service User accepts these Terms as a whole and undertakes to comply with them. If the Service User is a legal entity, the registration or provision of the required information in connection with the purchase shall be performed by an appropriate representative or authorized representative who has the right to represent the legal entity.
The user IDs and passwords provided during the registration are of personal nature. The Service User is responsible for all actions that are performed with his/her user IDs. The Service User may not disclose, transfer or lend user ID’s to third parties.
The Service User shall receive a limited, revocable and non-exclusive license to use the Service in accordance with these Terms. The Service User shall have no right to record, publicly display, transmit, forward or use the content or any part thereof received by or through the Service, except to the extent permitted by these Terms and applicable intellectual property law.
Franckly is not responsible for the unauthorized use of user ID’s.
2.2 USE OF THE SERVICE
The Service is provided “as is” and Franckly does not guarantee an uninterrupted availability of the Service. Franckly shall not be responsible for any indirect or direct damages that may occur if the Seller or the Buyer is temporarily, totally or partly unable to access the Service due to a technical problem or any other matter independent of Franckly, unless otherwise required by applicable compelling legislation. Franckly makes no express or implied warranties as to the functionality or features of the Service. Franckly reserves the right to update, renew, and temporarily or permanently discontinue providing the Service or any part thereof. Franckly has the right to exclude Sellers, Buyers and/or their accounts from the Service. The Buyer or the Seller, whose access to the Service has been denied or whose account has been locked, does not have the right to re-register or use the Service with another customer’s user ID.
The Service User receives and uses the Service at its own risk and is responsible for acquiring devices, connections and software, ensure functionality and appropriate protection that is necessary for using the Service.
The Service may not be used for using, offering, informing or in other way distributing material or artwork that is protected by copyright, trademark or other similar intellectual property rights, or in any manner that is harmful or offensive to Franckly, any other Service User, or third parties.
2.3 PERMITTED PRODUCTS SOLD THROUGH THE SERVICE
Only authentic Products may be sold through the Service and the sale of illegal, prohibited or counterfeit goods is not permitted. In accordance with the Terms, the Seller is responsible for the costs and penalties arising from the sale or attempted sale of illegal, prohibited or counterfeit goods through the Service. Franckly will use its reasonable commercial efforts to monitor the Products for detecting illegal, prohibited or counterfeited goods.
Furthermore, cultural goods, under the Act on Restrictions on the Export of Cultural Objects (2016/933 including amendments), that are subject to authorization for export from Finland to other EU Member States and outside the Union, shall not be sold through the Service.
3. FRANCKLY.COM MARKETPLACE TERMS OF SALE
3.1 THE SCOPE OF THE SERVICE
As the Service provider, Franckly undertakes to enable the selling of Products by the Seller to the Buyer as described in the single catalog product records (so-called product cards) under relevant product categories and sales announcements published in the Service at a fixed price determined by the Seller.
The Seller is responsible for drafting the Product sales announcement attached to the product card and the accuracy and completeness of the information described therein.
The Seller acknowledges that only Products for which a product category and an individual product card can be found in the Service may be sold. Franckly is responsible for creating the product cards. If there is no existing product card for the Product proposed for sale, the Seller shall ask Franckly to create a product card. In these cases, Franckly reserves the right, in its sole discretion, to decide whether the Product is allowed to be sold through the Service and whether a product card can be created for the Product in question.
Franckly shall have the right to advertise the Sellers Products in the Service in the way it chooses.
Seller grants Franckly a non-exclusive and royalty-free license for an indefinite period of time for Product images included in sales announcement in the Service or Service related marketing, including without limitation to social media advertising. All intellectual property rights related to the images of the Products shall remain with the Seller.
The Seller assures in good faith that it has an unencumbered ownership of the Products sold through the Service and that the Products sold are authentic. If the Seller does not have an unencumbered ownership to the Product, the Seller shall prove by means of a written document his/her mandate to sell the Product and to receive a payment for it. Franckly reserves the right to remove the Product from the Service unilaterally and without any liability to the Seller in case of any doubts as to the authenticity, ownership or other relevant aspect affecting the situation under Francklys’ consideration.
If Franckly unilaterally withhold to sell the Seller's Product through the Service for a reason attributable to the Seller or if the Buyer does not accept a Product that is not in compliance with these Terms, the Seller shall be responsible for all freight costs related to the return of the Product. If the Buyer has already made a payment for the Product under these circumstances, Franckly will refund the payment to the Buyer in accordance with the Terms.
Franckly shall in no circumstances be liable for any unlawful sale of the Product to a third party.
The Seller accepts and confirms that Products sold through the Service are sold in accordance with these Terms applied by Franckly.
3.2 PRODUCT PRICE AND CURRENCY, PAYMENT ACCOUNT AND SERVICE FEE
The Seller will announce the fixed price of the Product in the currency of its choice as a part of the sales announcement published in the Service. The price announced by the Seller does not include transport costs for the Product or any other fees charged under these Terms, which Franckly charges from the Buyer in accordance with these Terms. The Buyer is entitled to pay the Product in the currency of his/her choice. Provided that the Seller and the Buyer have chosen a different currency, Franckly reserves the right to decide on the conversion rate for the Product. The Seller receives the payment in full in the currency specified in the sales announcement subject to the service fee deduction, and the Buyer pays the purchase price of the Product in the currency of his/her choice.
Franckly charges the Seller a service fee for purchase transactions made through the Service. The service fee is determined by the Seller's announced selling price of the Product. Franckly deducts the service fee and the related VAT from the purchase price received, before the payment is made to the Seller. The service fees charged by Franckly from time to time, are informed on the Service’s website.
Franckly receives the payment for a Product (and the delivery arranged by the Seller) ordered through the Service on behalf of the Seller through payment services provided by a third party. Franckly disburses the received payment to the Seller without undue delay and no later than three (3) business days after receipt of the payment, provided that the Buyer has paid the Product price in full and received the Product and a reclamation has not been made in accordance with section 4.5.
Franckly disburses the payment to a Seller acting under the capacity of a trader no earlier than fifteen (15) and no later than twenty (20) calendar days after receipt of the payment, provided that the Buyer acting under the capacity of a private individual has paid the Product price in full and received the Product and a reclamation has not been made in accordance with clause 4.5 or the cancellation right has not been used in accordance with section 4.1.
Franckly shall have the right, and the Seller shall hereby authorize Franckly, (i) to receive on Seller’s behalf any claims or charge-back requests relating to the Products or payments thereof, (ii) to manage and settle any such claims or requests on behalf of the Seller in its discretion (acting reasonably and in accordance with these terms and conditions) after having made a written request to the Seller to provide a written response within two (2) business days from the date of request, and (iii) to inform the Seller of the outcome of such claim or charge-back without undue delay. Franckly has the right to withhold a sum from the disbursement of payment to the Seller corresponding to possible claims attributable to the Seller’s responsibilities under clause 3.3 or 3.4 regarding defects or delays of the Product.
The Seller, acting under the capacity of a trader, acknowledges that if a Buyer who acts under the capacity of a private individual uses the withdrawal right of distance selling under the compelling consumer protection legislation after Franckly has already disbursed the payment for the sale of the Product to the Seller, the Seller shall be responsible to return the payment immediately to Franckly.
Franckly shall not be responsible to disburse the payment to the Seller in whole or in part, until the payment has actually been made and Franckly has received the payment confirmation of the payment made by the Buyer on the Product through a payment service offered by a third party.
3.3 PRODUCT DELIVERY AND RISK OF LOSS AND DAMAGES
The Seller must ensure that the Products are available to the Buyer at the agreed place and time. The Seller must hand over the Products to the Buyer or, alternatively, to a transport service provider ordered by the Buyer trough Service packed in a safe and secure manner. Subject to compelling legislation, the risk of loss and damage for the Product shall transfer from the Seller to the Buyer once the Product has been handed over verifiably to the Buyer or to the transport service provider.
3.4 LIABILITY FOR DEFECTS
The Seller shall make a sales announcement containing the Product's detailed and up-to-date product description. The Seller recognizes that Products sold through the Service are sold in accordance with these Terms. If Franckly becomes liable for defects towards the Buyer due to the information given in a sales announcement or for any other reason attributable to the Seller, Franckly shall be entitled to claim equivalent compensation from the Seller.
In no circumstances shall Franckly be liable to the Seller for any direct or indirect damages unless the damage is caused by Franckly's willful action or gross negligence.
If the Product is defective or if Franckly unilaterally withholds the sale of the Seller's Product through the Service for reasons attributable to the Seller, or if the Buyer does not accept the non-compliant Product, the Seller shall be liable to arrange the return of the Product from the Buyer within thirty (30) days of receiving the Buyer's defect notice or after the receipt of Franckly's notice.
If the Seller does not arrange the return of the Product at the specified time, the Product shall be returned to Franckly's storage facilities at the expense of Franckly. In this case, Franckly has the right to charge the Seller for the cost of return and storing the Product.
4. FRANCKLY.COM MARKETPLACE PURCHASE TERMS AND CONDITIONS
4.1 WITHDRAWAL OF AN ORDER BY A BUYER ACTING AS A PRIVATE INDIVIDUAL
A Buyer who acts as a private individual has the right to withdrawal of distance selling in accordance with the Consumer Protection Act (1978/38, including amendments) only in cases where the Seller of the Product sold in the Service is a trader. The right to withdrawal of distance selling in accordance with the Consumer Protection Act does not apply to Buyers acting under the capacity of a trader, regardless of whether the Seller is a private individual or a trader. In addition, the right of withdrawal of distance selling in accordance with the Consumer Protection Act does not apply to a Buyer who is a private individual, if the Seller of the Product sold in the Service is another private individual.
The Buyer who act as a private individual shall inform Franckly about his/her intention to use the right to withdrawal within fourteen (14) days from the date of purchase and transfer of the Product. The withdrawal period is counted from the day when the Buyer or his/her representative receives the Product. The withdrawal notice shall include Product’s item number, purchase date and user name of the Buyer. The withdrawal notice shall be delivered to Franckly by email to [email protected]. The withdrawal is also possible by using annex II withdrawal model of the Ministry of Justice regulation 110/2014 [https://www.finlex.fi/fi/laki/alkup/2014/20140110].
After the withdrawal of the purchase, the Buyer, who is a private individual, shall return the Product to the Seller at his/her own expense within fourteen (14) days of sending the withdrawal notice. The withdrawing Buyer bears the risk of loss and damage until the Product is returned to the Seller. The Buyer must pack and handle the Product appropriately in order to avoid damage in transition. After the Product has been received by the Seller, the payment will be refunded to the Buyer within fourteen (14) days. A possible depreciation can be deducted from the refunded amount due to the use of the Product by the Buyer. It is not considered that the Product is used solely for the purpose of ascertaining its nature, properties and functionality. Refund takes place in the same form and to the same account number or payment card used for the purchase.
4.2 PRODUCT PRICE, PAYMENT AND SERVICE FEES
Product prices exclusive of delivery costs and other fees that are charged under these Terms are informed in the sales announcement created by the Seller. The prices can change from time to time. The currency used to inform the product prices may vary between Products. However, the Buyer is entitled to choose from the Service menu in which currency the Product price shall be presented to the Buyer and/or paid by the Buyer. All additional costs related to the Products will be reported and paid in the same currency as in the respective Product sales announcement.
Franckly charges from the Seller a service fee and related VAT from the Product price. Service fees charged by Franckly are presented on Franckly’s webpage. Delivery fees or other fees charged in accordance with the Terms are not included in the Product prices.
The Buyer shall pay the ordered Product with one of the payment methods offered by Franckly. Franckly receives the Buyers’ payment on behalf of the Seller through a payment service provided by third parties. Franckly has the right to transfer a receivable from the Buyer to a financier or other third party.
4.3 PRODUCT PICK-UP/DELIVERY AND RIGHT OF ANNULMENT DUE TO DELAYED PRODUCT PICK-UP/NO PICK-UP
The Products ordered by the Buyer from the Service shall be delivered to the Buyer directly from the Seller. The place and time of delivery of the Product shall be agreed between Seller and Buyer separately. Alternatively, the Buyer may choose a delivery through the Service by a delivery service provider.
Franckly will not store or hold Products ordered through the Service. Franckly is not responsible for the third party delivery service ordered by the Buyer through the Service or any defects thereof, but the Buyer's contracting party in these situations is the delivery service provider.
In case the Buyer does not pick up the Product ordered from the Service, the Product will be transferred to the Franckly storage facilities. Franckly stores the Product on behalf of the Buyer for sixty (60) days and the Buyer has the opportunity to pick-up the Product from Franckly's storage facilities or use a delivery service provider selected through the Service at his/her expense. Franckly has the right to obtain reasonable additional compensation from the Buyer for the costs of storage and transportation of the Product.
If the Buyer has not picked-up the Product from Franckly's storage facilities or arranged the delivery for the Product within the aforesaid sixty (60) days, Franckly will sell the Product in accordance with the provisions of the law on the right of the trader to sell the item (1988/688 including amendments). The selling price is primarily used to cover the costs of selling and costs of an external storage/freight forwarding company, and then to cover Franckly's receivables from the Buyer. Any surplus shall be paid to the Buyer.
Notwithstanding the above, when the Buyer and the Seller agree that the Buyer shall collect the Product directly from the Seller, the Buyer shall collect the Product at an agreed time from the agreed place. If the Buyer fails to collect the Product within twenty-four (24) hours from the agreed time and the Parties have not agreed to change the original time agreed for collection, the Seller shall have the right to re-sell the Product through Franckly. In these situations, a deduction of ten percent (10 %) shall be made from the selling price of the Product prior to reimbursement of the selling price to the Buyer as a compensation for the losses incurred by the Seller as well as the expenses incurred by Franckly related to payment transactions and the reimbursement of the selling price.
4.4 SELLER’S LIABILITY FOR DEFECTS
Products ordered from the Service are used, which are sold “as is” and as they are described in the product description at the time of purchase. The product description must include all relevant information about the Product that the Seller may be expected to have known at the time of purchase. Failure to present essential information is considered a defect in the Product. The condition of the Product is briefly described in connection with the Seller's sales announcement. The Seller shall not be responsible for any damage, defects or anomalies that cannot reasonably be expected to have been known by the Seller at the time of purchase.
The buyer should note that the actual appearance of the Product may differ from what appears on the images and how the Product will display on the computer display screen, especially with regard to color characteristics. For example, information about the Product's maker, authenticity, age, technology used, condition or origin, as well as information about the general condition of the Product, past damage or repairs, is based on the information the Seller has about the Product, but errors may occur as regards to the information. The seller shall not be responsible for any damage or defect inherent in the Product, such as natural wear, damage, defects and faults, fabric fastenings, condition of frames, natural changes in materials such as paper fading’s and wood cracking’s.
Unless otherwise required by compelling legislation, the Seller's liability for defects is limited to the following. If the Seller is liable for a Product that is faulty or defective, the Seller has the right to: (i) correct the defect; (ii) give the Buyer a price reduction equivalent to the defect; or (iii) terminate the trade agreement. If the Seller's ownership or right to possession of the Product is unclear, Franckly and the Buyer have the right to terminate the trade agreement. If the trade agreement is terminated, the Buyer will only be entitled to a refund of the amount paid for the Product through Franckly upon returning the Product.
The Seller's liability for the Buyer is limited to what the Buyer has paid, i.e. the fixed price and VAT and any other possible costs to be refunded. Hereby the Seller shall not be responsible for any direct or indirect damages that may be caused to the Buyer.
Without prejudice to the above, the Buyer is always entitled to a full refund of the amount paid for a Product, if Franckly unilaterally denies selling the Seller's Product through the Service for a reason attributable to the Seller or the Buyer does not accept a Product that is contrary to these Terms. In these situations, the Seller is primarily responsible for arranging the return of the Product at its own expense to the Seller within thirty (30) days after the Seller has received the Buyer's complaint or Franckly's notification. If the Seller does not arrange for the Product to be returned at its own expense within a specified time, Franckly shall be liable at its own cost to return the counterfeit or defective Product to Franckly's storage facilities.
Unless otherwise required by compelling legislation, the Buyer shall promptly inform of any defects immediately after the Buyer has noticed or should have noticed the defect, however, latest by:
(i) immediately upon receiving of the Product, if the Buyer pick-ups the Product him/herself or the Product is delivered home through a delivery service provider;
(ii) one (1) working day after picking-up the Product, if the Product is delivered to a post or another third-party pick-up point.
If the Buyer fails to comply with the reclamation obligation, the Buyer shall not be entitled to make any claims regarding defect in the Product. The reclamation must be made in writing.
The Buyer must make reclamations or other claims relating to the Products to Franckly’s customer support. The contact details for customer support are set out in the Service’s website.
5. FORCE MAJEURE
In case of force majeure event that prevents or delays Franckly or its subcontractor from fulfilling their obligations under these Terms, Franckly is exempt from liability and other sanctions, provided that Franckly inform about these circumstances within a reasonable period of time. As soon as such an obstacle is removed, the obligations must be fulfilled in accordance with the agreement. For example a natural disaster, fire, flood, war or comparable status, revolution, nuclear event, terrorist act, new or changed legislation, authority action, strike, lockout, conditions to prevent fulfillment of conditions, or circumstances beyond Franckly's influence are considered as force majeure.
Finnish Design Shop Oy reserves the right to transfer the agreements and all rights and obligations thereof between Finnish Design Shop Oy and the Buyer to a third party by notifying the Buyer of the transfer. The Buyer is not entitled to transfer the agreements between Finnish Design Shop Oy and the Buyer to third parties.
The Seller as a party liable to pay value added tax (“VAT”) shall be directly for responsible for VAT in relation to the Products sold through the Service to the Buyer. Finnish Design Shop Oy shall provide the Buyer with an invoice that meets the requirements of the Value Added Tax Act on behalf of the Seller.
Finnish Design Shop Oy will provide invoices that meet the requirements of the applicable Finnish Value Added Tax Act (1501/1993 including amendments) for both transactions to the Buyers. The amount to be disbursed to the Seller includes the applicable VAT.
Franckly is liable for VAT on the service fee charged from the Sellers. The applicable amount of VAT is included in the service fee to be charged.
The VAT on the delivery services ordered by the Buyer is charged from the Buyer as VAT inclusive sale by Franckly as part of the price of the delivery service.
If Franckly's obligation to pay or withhold other taxes on the use of the Service or transactions made through it, Franckly will withhold an equivalent amount of fees as the tax is from the paid amounts to the Sellers.
Products sold by private Sellers or any other non-VAT registered party using the Service shall not include VAT. On behalf of the Seller, Finnish Design Shop Oy will provide the Buyer with an invoice exclusive of VAT. The payment to the Seller will therefore not include VAT.
8. CONTRACT VERSIONS IN DIFFERENT LANGUAGES
If there are any conflict between the different language versions of the Terms, Finnish Terms will prevail.
9. DISPUTE RESOLUTION
The Terms and the agreements created through the Service are governed by the laws of Finland, with the exception of its conflict of laws principles.
If the dispute related to the Service is not resolved by negotiations between the parties, the Buyer acting under the capacity of a private individual may refer the matter to the Consumer Disputes Board (www.kuluttajariita.fi/en/) if the Seller is a trader. Before bringing the matter to the Consumer Disputes Board, the consumer must be in contact with the Local Register Offices’ Consumer Advisory Services (www.kkv.fi/en). The Buyer acting under the capacity of a private individual, can also file a complaint through the Alternative Dispute Resolution Body of the European Commission (www.ec.europa.eu).
Any disputes relating to the Terms or the agreements created through the Service shall be finally settled in the District Court of Helsinki, unless otherwise required by compelling legislation.
10. FRANCKLY.COM MARKETPLACE CONTACT INFORMATION
Aviatie 2, FI-20360 Turku, Finland
+358 20 734 3527
Finnish Design Shop Oy
Aviatie 2, FI-20360 Turku, Finland
Business ID: 1907012-1
VAT number: FI19070121