Terms and Conditions

EDRA Upholstery Sàrl terms and conditions

(Swiss Law applies to these terms and conditions)

Contents

Article 1 Scope of application

Article 2 Access to and acceptance of the terms and conditions

Article 3 Item for sale

Article 4 Price

Article 5 Conclusion of the sale

Article 6 Payment

Article 7 Delivery

Article 8 Return of items

Article 9 Warranties and exemptions

Article 10 Exclusion of liability

Article 11 Access and navigation on the EDRA’s website

Article 12 Data protection

Article 13 Intellectual property rights

Article 14 Miscellaneous

Article 15 Place of jurisdiction and applicable law

Article 1 – Scope of application

The terms and conditions govern the rights and obligations between (hereinafter the Terms and Conditions):

– EDRA Upholstery Sàrl, established at chemin du Milieu 13, 1245 Collonge-Bellerive, Switzerland (hereafter EDRA), and

– any individual or corporate entity interested in items offered for sale by EDRA (hereinafter the Buyer),

in its gallery at 11 Quai du Cheval Blanc, 1227 Carouge (hereinafter the Gallery) or online on its website at edracadabra.com (hereinafter the Website).

Items(s) refer to all second-hand decorative, collectible and furnishing items, i.e. items that have already been used and/or which have been fully or partially restored (hereinafter referred to as Item(s)).

Article 2 – Access to and acceptance of the terms and conditions

2.1 The acceptance of the present Terms and Conditions, accessible at any time on the Website or by any other means made available by EDRA, is made by the Buyer at the time of the conclusion of a sale (see Article 5.4).

2.2 Any person browsing the Website acknowledges that he/she has read, understood and unconditionally accepts these Terms and Conditions, which govern all relations with EDRA in a binding manner. The acceptance takes effect from the first time he/she browses the Website and is valid for each pre-contractual and contractual stage of a sale, whether or not it is concluded.

2.3 In the event of problems accessing the Terms and Conditions on the Website, it is the responsibility of the Buyer to request from EDRA an electronic or paper version of the Terms and Conditions, otherwise the Terms and Conditions are considered approved by the Buyer.

2.4 EDRA reserves the right to amend these Terms and Conditions at any time, the online version of the Terms and Conditions being always the most recent available version. Any party therefore undertakes to check the published Terms and Conditions on a regular basis.

2.5 The version of the Terms and Conditions applicable to the sale is the one in force at the time of the conclusion of the sale (see Article 5.4).

2.6 The Terms and Conditions are published in English and French. In case of discrepancies, the French version shall prevail.

Article 3 – Items for sale

3.1 The Items offered for sale are the exclusive property of EDRA; as a general rule, EDRA does not act on behalf of a third-party seller or as a second-hand shop where third party seller can sale their products.

3.2 The images and descriptions of the Items on the Website and all other materials, such as brochures, description sheets, etc. serve to illustrate and understand the Item and are not binding.

3.3 As the Items are second-hand products, it is the Buyer’s responsibility to find out about the condition of the Item he/she wishes to purchase and to inspect it in person, if he/she has any concerns, at the Gallery or upon receipt of the Item, as he/she has 14 days to return the Item (see Article 8). EDRA therefore assumes no responsibility related to the condition of the Item.

3.4 Items displayed at the gallery or published online are available for purchase unless otherwise specified. In case of a doubt on the availability of an item, it is the responsibility of the Buyer to contact EDRA to clarify the situation. In any case, the Buyer will receive an email confirming the order made at the Gallery or online, thus confirming the availability of the Item (see Article 5.3). In the absence of an order confirmation, the Item must be considered as unavailable.

Article 4 – Price

4.1 EDRA shall set the price of Items offered for sale in the Gallery or online, at its own discretion. The prices displayed online or at the Gallery may differ.

4.2 All displayed or published sales prices are final prices, which include all taxes (including Swiss VAT) for delivery in Switzerland as well as the costs of simple packaging. The prices do not include special packaging, transport insurance costs and the costs of delivery of Items in Switzerland or abroad, as well as all customs duties, taxes and other costs for delivery abroad.

4.3 EDR has the right to modify the prices of Items at any time and without justification. For online sales, the price indicated on the Site at the time of the order of the item is conclusive for the conclusion of the sales contract (see Article 5.4).

Article 5 – Conclusion of a sale

5.1 Items offered at the price displayed at the Gallery or published online shall be considered as offers. The offer is valid as long as the Item is displayed on the Website and/or in the Gallery, without a note or a mention specifying the contrary. Such offers may, however, always be subject to the resolutive condition of the impossibility to deliver or of an incorrect price indication.

5.2 EDRA reserves the right to refuse an order at its own discretion, if the order requires an excessive effort from EDRA to complete the sale, in particular, but not only, due to logistics and delivery issues.

5.3 In case of a sale at the Gallery or online, EDRA sends an email to the Buyer confirming the order of the item, indicating: the price of the Item (see Article 4), the terms of payment for the Item (see Article 6), the payment deadline and the possible terms and costs of delivery, if EDRA takes care of the delivery (see Article 7).

5.3 The sale is concluded when EDRA has received payment of the full price of the Item. After the period allowed for payment of the price (see Article 5.3), the sale is deemed to have lapsed and EDRA is free to dispose of the Item.

5.4 These Terms and Conditions are entirely part of the sales contract between EDRA and the Buyer.

Article 6 – Payment

6.1 The price to be paid by the Buyer is the one indicated on the order confirmation email (see Article 5.3). It is issued in Swiss francs and the transaction costs being entirely at the Buyer’s expense. The Buyer may pay the price of the Item by the means mentioned below, to the exclusion of all other methods of payment:

– credit card;

– in cash, only at the Gallery;

– Twint;

– bank transfer.

6. 2 Payment fees may apply according to the payment method chosen and be charged to the Buyer by the payment institutions. It is the responsibility of the Buyer to inquire about this.

6.3 The ordered Items remain the property of EDRA until full payment has been made. EDRA shall be entitled to make a corresponding entry in the retention of title register. Prior to the transfer of ownership, no pledging, assignment by way of security, processing or alteration is permitted without the express consent of EDRA.

Article 7 – Livraison

7.1 Delivery in Switzerland – EDRA organises the delivery of Items in Switzerland by the means it chooses at its own discretion. The delivery is made in the name and on behalf of the Buyer. The price of this delivery is payable by the Buyer and is indicated in the confirmation email (see Article 5.3). It must be paid in full by the Buyer at the time the sale is concluded (see Article 5.4).

7.2 Delivery abroad – EDRA can arrange for the delivery of Items abroad at the express request of the Buyer. The delivery is made in the name and on behalf of the Buyer. The price of this delivery is payable by the Buyer and is indicated in the confirmation email (see Article 5.3). It must be paid in full by the Buyer at the time of the conclusion of the sale (see Article 5.4). Unlike delivery in Switzerland, extra export, customs and other charges apply in addition (see Article 4.2). EDRA undertakes to find a delivery solution that allows the export from Switzerland and import abroad of Items to be fully covered. However, EDRA shall not be liable for any problems related to the export/import of Items and their possible retention by the customs authorities in case of improper execution of the related administrative procedures. EDRA shall also not be liable for any extraordinary costs or retention of the Goods at customs in connection with such delivery and which were not anticipated by the deliverer or the Buyer.

7.3 Delivery time – The average delivery time of the shipments provided by Edra is 10 to 20 working days. The delivery time provided by the delivery company is indicated in the confirmation email (see Article 5.3) as an indication. EDRA undertake no responsibility for any delay in delivery.

7.4 Collection of Items – The Buyer is free to collect the purchased Item or to arrange for delivery by its own means. EDRA shall keep the Item at the Buyer’s disposal for a maximum period of 30 days, if no other deadline is agreed between EDRA and the Buyer. After the expiry of this period, EDRA reserves the right to have the Item delivered at the Buyer’s expense.

7.5 Packaging – A simple packaging, such as the packaging required for the delivery by the Swiss post for a small Item, is provided by EDRA and included in the sale price (see Article 4.2). If the delivery of the Item requires an additional or special packaging, such as the production of a wooden transport crate or more packaging than is necessary for a large item, EDRA shall indicate the price of this additional or special packaging, if an external service provider will take care of the packaging, as well as the cost of the packaging in the confirmation email of the sale (see Article 5.3). The cost of the packaging must be paid in full by the Buyer at the time of the conclusion of the sale (see Article 5.4).

7.6 Tracking – The delivery is made in the name and on behalf of the Buyer. EDRA shall communicate to the Buyer all information concerning the delivery of the Item, which EDRA has received from the delivery company. The tracking of the delivery takes place directly between the delivery company and the Buyer. EDRA keeps the proof of shipment of the parcel for one month following the date of shipment.

7.7 Transfer of risk – Once the goods have been handed over to the delivery company, whether chosen by EDRA or by the Buyer, the risks pass to the delivery company. EDRA is therefore no longer and in no way responsible for any problems that may arise during and upon delivery of the Item. The Buyer needs to address any complaints directly to the deliverer.

7.8 Checking the Items – Upon reception of the Item, it is the responsibility of the Buyer to check the condition of the Item. If there is a defect, i.e. a difference in the condition of the Item at the time of the conclusion of the sale and at the time of delivery of the Item, the Buyer must inform EDRA immediately, otherwise the Item is deemed to have been accepted by the Buyer in its current state. If the Item is damaged during delivery, the Buyer must contact the deliverer directly, as EDRA does not bear any responsibility for the delivery (see Article 7.7). In any case, the Buyer is not allowed to use the Item in case of defect or damage and follow the instructions of EDRA or the deliverer.

7.9 Insurance – The delivery of the Item is not insured. If the Buyer wishes to insure the Item during the transport, it is the Buyer’s responsibility to do so and at its own expense. At the express request of the Buyer, EDRA can insure the Item for the delivery in the name and on behalf of the Buyer. These costs will be notified in advance in the order confirmation email (see Article 5.3), are to be paid in full by the Buyer and are payable in advance at the time of the conclusion of the sale (see Article 5.4).

Article 8 – Return of items

8.1 EDRA grants the Buyer a deadline of 14 days from the receipt of the Item to 1) inform EDRA whether he/she intends to return the purchased Item and request a refund and 2) return the Item to EDRA. Any request for return must be made in writing and is only permitted for Items delivered in Switzerland. After this period, the Item is deemed to have been accepted by the Buyer in its current state. No return or refund is possible after this period.

8.2 The costs of returning the purchased Item, as well as the related risks, shall be carried by the Buyer. Only Items in the condition in which they were delivered to the Buyer will be accepted in return. The Buyer assumes responsibility for returning the Items in this condition. Upon the Buyer’s request, EDRA can arrange for the return of the Items at the Buyer’s expense. In the latter case, the Buyer is still responsible for the return in the condition in which the Item was delivered.

8.3 Items on sale cannot be returned or exchanged.

8.4 Once the returned Item has been received and found to be in good condition, the price of the Item paid by the Buyer, after deduction of any delivery and other costs, will be refunded to the payment method used by the Buyer at the time of the sale or to any other bank account indicated by the Buyer. Refunds to on account abroad shall be made in Swiss francs and the costs of the transaction shall be borne by the Buyer.

Article 9 – Warranties and exemptions

9.1 Items offered for sale by EDRA are second-hand Items (see Article 1.2). They are for sale in the condition in which they are at the time of the sale. It is the responsibility of the Buyer to inspect the Items in person, if the description and visual material do not allow him/her to understand the condition of the Item. The Buyer also has 14 days to return the item if he is not satisfied (see Article 8).

9.2 EDRA guarantees that the item is free of defects for 1 year after delivery and/or upon collection from the Gallery. If a defect is lawfully identified and falls under EDRA’s warranty, EDRA may offer the Buyer: 1) to repair the Article free of charge, if possible, 2) to replace the Article with a similar one or 3) to provide a credit note or a discount. As most of the Items sold by EDRA are single Items, EDRA will not be able to offer partial or total replacement of the Item. Apparent defects mentioned in the description of the Item are excluded from the warranty. All other provisions, in particular the legal warranty provisions, are excluded.

9.3 EDRA shall be committed to describe the Articles as accurately as possible. However, all written or verbal statements, including those made on the Website or in any report, comment or evaluation, relating to the appearance or quality of an Item, including its price or value, are mere expressions of opinion by EDRA and may be changed at any time before the Item is sold. EDRA accepts no responsibility for any errors or omissions in such statements.

9.4 To assist the Buyer, EDRA may state on the Website certain defects or imperfections in the Item offered for sale or an opinion of authenticity and attribution. This information is for guidance only and is not exhaustive.

Article 10 – Exclusion of liability

10.1 EDRA shall only be liable for direct damage resulting from unlawful intent or gross negligence by EDRA in connection with the sale of an item. EDRA’s liability for direct damage due to slight negligence – irrespective of the legal grounds – is explicitly excluded, unless mandatory legal provisions apply. Any liability of EDRA for indirect or subsequent damage, irrespective of the legal grounds, is explicitly excluded.

10.2 EDRA reserves the right to suspend, without notice or compensation and without incurring any liability, access to the Website, temporarily or permanently. EDRA also does not guarantee that the Website will be accessible without interruption. Accordingly, EDRA excludes all warranties, conditions or other provisions, and shall not be liable for any damages whatsoever arising or in connection with the use of the Website.

10.3 EDRA is not responsible for fraudulent use by a third party and the possible consequences of an unwanted order made on behalf of the Buyer.

10.4. Hyperlinks on the Website may refer to other websites. EDRA is not responsible for the content or actions of these sites.

Article 11 – Access to and navigation on the website

11.1 The Website can be accessed freely by the Buyer. However, EDRA reserves the right to restrict the Buyer’s access to the Site at any time, without justification or prior notice, including but not limited to a breach of the Terms and Conditions.

11.2 EDRA may at its sole discretion modify and withdraw access to one or more of its services or Items offered for sale.

Article 12 – Data protection

12.1 Applicable law and liability – EDRA processes personal data of individuals (hereinafter referred to as the Data) in a confidential manner and in accordance with the Swiss Federal Law on Data Protection (including the new law in force on 1 September 2023, which is incorporated in this Article). EDRA shall protect the Data with appropriate measures. EDRA shall be responsible for the processing of the Data. In any case, EDRA processes the Data if the processing: 1) is necessary for the completion of the sale with the concerned individuals (see Article 12.2), in order to take pre-contractual measures (e.g. the assessment of a contract request or to communicate about an Item), 2) is necessary for the defence of legitimate interests, e.g. where the processing of the Data is a central part of EDRA’s business activity, 3) is based on consent and 4) is necessary to comply with domestic or foreign legal regulations.

12.2 Concerned individuals – The present Data provisions apply to all individuals whose Data is processed by EDRA (hereinafter referred to as “Concerned Individuals”), in particular the Buyer, regardless of the means by which he/she comes into contact with EDRA, e.g. by visiting the Gallery or the Website, by telephone, via EDRA’s social media, etc. They apply both to the processing of Data that has already been collected and to Data that will be collected in the future. EDRA’s processing of Data concerns in particular, visitors to the Website, the Buyer, visitors to the Gallery, persons who contact EDRA, recipients of information and marketing communications, participants in events organised by EDRA, contact persons of EDRA’s external providers.

12.3 Definition of Data – Data is information about an identified or identifiable individual. EDRA processes in particular the Data necessary for the sale of Items (Basic Data), in principle the surname, first name, postal and e-mail address, telephone number of the Buyer of the Data Subjects and of all other persons who come into contact with EDRA (see Article 12.2), as well as information on the means of payment, any third parties involved by the Buyer or the Concerned Individual. EDRA also uses contact details of Concerned Individuals to communicate with them in the course of its business (Communication Data), such as name, postal address, e-mail address and telephone number, content of e-mails, written correspondence, chat messages, social media posts. Certain technical Data such as unique identifiers (IDs), like cookies (Technical Data), may be processed (see information on cookies at edracadabra.com). Finally, EDRA does not process so-called sensitive Data under the Federal Data Protection Act.

12.4 Source of Data – Data is generally provided by Concerned Individuals on a voluntary basis. EDRA only collects Data that is necessary for the processing of a contractual relationship and the fulfilment of the obligations associated therewith or that is prescribed by law. Otherwise, EDRA cannot conclude or continue to execute the relevant contracts. When Data about other persons (e.g. family members) is provided to EDRA, EDRA assumes that the transfer of the Data from this third party are permitted and that Data are correct. It is the responsibility of the person providing Data of a third party to ensure that the third party has been informed of this data protection statement. EDRA may also collect Personal Data itself or by automated means, for example if you make purchases from EDRA. This often includes behavioural and transactional data as well as technical data, for example, the date and time you visit our website). For example, EDRA autonomously collects Personal Data when Data Subjects purchase a product in the Gallery or online, visit the Site, sign up for EDRA’s newsletters or otherwise interact with EDRA. Finally, EDRA may receive Data from third parties such as from third parties in the course of discussion or correspondence, delivery services, etc.

12.5 Hosting and Data protection – Data are initially hosted on the Website by [Website provider]. They are not accessible to the public. They are then processed by EDRA employees using Microsoft suite tools and hosted on [EDRA’s server, cloud, etc.]. EDRA takes all security measures within its power to ensure the security of your Data, to protect Concerned Individuals from unjustified and unlawful processing and to act against the risk of loss, accidental alteration, unwanted disclosure or unauthorised access. However, EDRA cannot exclude with certainty any breach of Data protection; some residual risks are unavoidable.

12.6 Use of Data – The Data are used in general for the purpose of sale and delivery of Items purchased by the Buyer, as well as for the sending of a newsletter by EDRA, if the Buyer has subscribed to this mailing. In the context of this mailing, EDRA may use the bulk emailing service [like Mailchimp]. The Buyer’s e-mail address is therefore also transiting via the latter company. The email address is also used to communicate with the Concerned Individuals, in particular to answer requests, to answer questions, to inform and execute deliveries of Items, to guarantee a service of high standards, to offer Items for sale. Data related to the payment of the Items, in particular the Buyer’s credit card, are ensured by the platform (secure payment & SSL secure connection). This information is always saved with the Buyer’s consent. Under no circumstances does EDRA store or have access to the Buyer’s bank details. Payments made are secured by a data encryption procedure in order to avoid interception of this information by a third party. Data may also be processed to comply with legal requirements, to prevent and identify offences, such as the receipt and processing of complaints and other notifications, compliance with judicial or administrative decisions. Finally, the Data may be processed by EDRA in order to enforce its rights and to defend itself against the claims of third parties, for example to assert them before Swiss and foreign judicial, conciliation, extrajudicial or administrative bodies, or to defend itself against claims. EDRA then processes Data as contact details and information regarding processes that have given rise to or may give rise to disputes.

12.7 Duration of Data Processing – EDRA shall process and store the Data for as long as it is generally required for the duration of the contractual relationship with the Buyer. EDRA may also have a legitimate interest in storing the Data, in particular in the event that EDRA needs to assert rights, defend itself against claims, for archiving purposes and to ensure IT security. Finally, EDRA processes and stores the Data for as long as required by law, in particular for the statutory retention period of ten years, which applies to certain data. For example, transaction Data in connection with the sale of Items are generally kept for ten years. Technical Data, i.e. how long cookies are stored, is often between a few days and two years if not deleted immediately at the end of the session. Finally, communication Data, such as e-mails, contact form communications and written correspondence are also generally stored for ten years. After the expiry of the above-mentioned periods, EDRA deletes or anonymizes the Data.12.8

12.8 Transmission of Data – EDRA tries to limit the number of service providers required to process the Data. In general, EDRA remains the sole recipient of the Data. However, the Data may be transmitted to external service providers who are responsible for the execution of EDRA’s services for the purpose of executing the sale or for after-sales services, such as the delivery company or the insurance company for the transport of the purchased Item. Some partners may therefore also process Personal Data under their own responsibility. In particular, the post details and telephone number of the Buyer may be transmitted to and used by the company in charge of the delivery of the item such as [UPS, Swiss Post, DHL, Magic Movers]. The e-mail address may also be used by these external service providers, in particular to monitor the delivery.

12.9 Transfer of Data Abroad – EDRA processes and stores Data primarily in Switzerland and the European Economic Area (EEA), countries with adequate personal data protection laws. Outside of these geographical areas, some countries to which EDRA may transfer Data, such as when delivering an Item, may not have laws that protect Data to the same extent as in Switzerland or the EEA. If this is the case, EDRA makes every effort to protect the transferred Data appropriately, including, where possible, by entering into data transfer agreements with Data recipients in third countries that ensure the necessary protection of the Data. These include contracts approved, established or recognised by the European Commission and the Federal Data Protection and Information Commissioner, known as standard contractual clauses. However, these contractual measures only partially compensate for a lesser or no legal protection and do not completely exclude all risks (e.g. of state consultation abroad). Data may only be transferred to countries without adequate protection with the written consent of the Concerned Individual, or in the context of legal proceedings abroad or if this is necessary for the performance of a contract.

12.10Rights regarding Data – Concerned Individuals, in particular the Buyer, may object to the processing of Data on the basis of a legitimate interest and that other legal requirements are met. Concerned Individuals may also request access, rectification and deletion of their Data at any time by written request to EDRA by post to 11 Quai du Cheval Blanc, 1227 Carouge or electronically to info@edracadabra.com. The request must be signed and accompanied by a copy of an identity document that identifies the Buyer. The address to which the Data is to be sent shall be clearly stated.

Article 13 – Intellectual property rights

13.1 Any unauthorised use of all content, in particular illustrations, descriptions, web pages, etc. published on the Website is prohibited.

13.2 Downloading, copying or printing texts, illustrations or other data does not entail any transfer of rights to the contents.

13.3 Any modification of the above-mentioned contents is prohibited. The downloaded, copied or used content may only be used for personal, non-commercial purposes. Any reproduction, transmission, modification or use for public or commercial purposes of the above-mentioned contents is protected by copyright, including the source codes, and is subject to prior written permission from EDRA.

Article 14 – Miscellaneous

14.1 The fact that EDRA deviates in some particular cases from certain provisions of these Terms and Conditions shall not constitute a waiver of the other provisions of the Terms and Conditions, which shall remain fully applicable.

14.2 In the event that one or more of the provisions of these Terms and Conditions are invalidated by a legislative or regulatory provision or by a court decision, all the other provisions of these Terms and Conditions shall remain applicable.

14.6 For any information or question, EDRA can be reached at the following email address info@edracadabra.com or by mail at 13 chemin du Milieu, 1245 Collonge-Bellerive, Switzerland.

Article 15 – Jurisdiction and applicable law

15.1 All disputes arising in connection with these Terms and Conditions of sale shall be governed exclusively by Swiss law, to the exclusion of the rules of conflict.

15.2 The courts of the Canton of Geneva shall have exclusive jurisdiction to settle any disputes, subject to appeal to the Federal Court in Lausanne.