Terms and conditions, Clothes Stocklots B.V.

Clause 1 General

1.1 These Terms and Conditions apply to all our offers and agreements. Any deviations from these Terms and Conditions are only valid when explicitly approved in writing by the Seller.

1.2 The Seller explicitly rejects any terms and/or conditions stated by the Buyer. If the Seller does agree to any terms and/or conditions stated by the Buyer, a written confirmation is required.

1.3 Clothes Stocklots B.V., situated at Hoevelakenseweg 204 in Terschuur (3784 WL), will hereafter be referred to as “Seller”.

Clause 2 Offers

2.1 Any offers made by the Seller are without any obligation. A Sales Agreement is only reached when the Buyer has explicitly accepted the offer in writing.

2.2 The Seller claims the right  to refuse the order without stating reasons.

Clause 3 Delivery times

3.1 The INCOTERM ExWorks (Terschuur, the Netherlands) applies to all deliveries made by the Seller.

3.2 Indicated delivery times can under no circumstances  be interpreted as deadlines. However, in case of a delayed delivery the Seller is obliged to notify the Buyer in writing.

3.3 The Seller will do everything in its power to uphold the indicated delivery time but will under no circumstances  be liable for exceeding it. In case of a delayed delivery the Buyer has no right to any reimbursements. The Buyer also has no right to termination of the agreement on grounds of delayed delivery.

3.4 In case the Buyer has not taken possession of the goods after the expiration of the delivery time the goods will be stored for their disposal at the cost and risk of the Buyer.

Clause 4 Retention of Title

4.1 The Seller retains title to all goods sold until the Buyer has met  every obligation stated by the Terms and Agreements, including, but not limited to, claims concerning fines, interests and/or costs.

4.2 The Seller claims the right to repossess the sold goods at any time if the Buyer does not comply with his obligations.

4.3 When the Buyer does not comply with the obligations for any reason, including but not limited to not paying an open claim, bankruptcy, moratorium or death, the Seller claims the right to terminate the agreement , partially or wholly, with or without reimbursement, without a notice of default or judicial intervention. The Seller’s claim on the Buyer will then be immediately due and payable.

4.4 The Buyer has the right to resell or use the sold goods when performing his business in the regular manner, but the sold goods may not be used as security or be encumbered in any other way.

Clause 5 Pricing

5.1 All prices given by the Seller are excluding VAT and in Euros, unless explicitly stated otherwise by the Seller.

5.2 Any price given by the Seller is given without any obligations and shall not be binding for the Seller, unless explicit written proof to the contrary exists.

5.3 In the event of an unforeseen increase in the cost price after the Sales Agreement has come into effect, the Seller is entitled to change the price accordingly, with regards to the legal regulations.

Clause 6 Payment

6.1 Net payment must be made, without any reduction nor settling of debts, via bank transfer to an account appointed by the Seller, within 14 days after the invoice date. The 14 days term is to be regarded as a fatal term.

6.2 In case of any of the following events occurring:

1. The Buyer is declared bankrupt, cessions his property or applies for moratorium;
   b. The Buyers assets are seized wholly or partly;
   c. The Buyer dies or is placed under guardianship;
   d. The Buyer does not comply with any of the obligations stemming from the law or these General Terms      and Conditions;
   e. The Buyer acts contrary to any legal obligation or obligation stemming from these General Terms and Conditions;
   f. The Buyer neglects to pay an invoice amount or part thereof within the stipulated time frame;
   g. The Buyer discontinues or transfers ownership of his company, in whole or in part, or effectuates changes in the reason of existence of his company.

the Seller is entitled to declare the Sales Agreement terminated, without any judicial intervention being required, or to claim, immediately, any amount due and payable with regards to the efforts made by the Seller connected to the Sales Agreement,  without warning or notice of default and without prejudice to the Sellers right to compensation of costs, damages and interests.

Clause 7 Interest and expenses

7.1 In case the payment has not been settled within the stipulated time frame the Buyer will be legally in default and as a result a monthly interest rate of 1,5% will be applied to the outstanding invoice amount .

7.2 All costs stemming from the event mentioned in 7.1, including the costs exceeding the court-approved scale of costs and all extrajudicial costs, shall be borne by the Buyer.

7.3 The extrajudicial collection charges will amount to at least 15% of the outstanding invoice amount, including the aforementioned interest. The extrajudicial collection charges shall be borne by the Buyer.

Clause 8 Complaints/Returning of sold goods

8.1 Possible complaints will only be taken into consideration by the Seller if they are submitted within 8 days after taking possession of the sold goods and only if the complaint specifically describes the nature and reason of the complaint.  After the 8 day term the Buyer is assumed to have approved the sold goods and any complaints submitted will not be taken into consideration.

8.2 In case of hidden defects a complaint term of six months after taking possession of the sold goods will apply. Any complaints submitted after this period will not be taken into consideration.

8.3 Submitting a complaint does not relieve the Buyer of his obligations to the Seller.

8.4 The returning of sold goods can only take place after explicit approval in writing by the Seller. The costs of the returning of sold goods shall initially be borne by the Buyer, until the complaint has been deemed valid. If the complaint has been deemed valid, the costs of returning the sold goods will be credited to the Buyer by the Seller.

Clause 9 Cancellations

9.1 When the Buyer cancels an order, the Buyer is obliged to recompense to the Seller the costs which have been already made in the process of executing the order and in addition to pay a compensation for lost profits, which shall be 25% of the invoice.

Clause 10 Force Majeure

10.1 In case of “Force Majeure (see 10.3)” the Seller is, at his discretion and without judicial intervention required, entitled to prorogue or terminate, in part or in whole, the execution of the Sales Agreement without being liable to pay for any damages.

10.2 In case of “Force Majeure (see 10.3)” the Buyer is not entitled to terminate the Sales Agreement.

10.3 “Force Majeure” means any circumstance under which the compliance of the Sales Agreement by the Seller can no longer be reasonably expected by the Buyer. This includes, but is not limited to, war, the danger of war, civil war, insurgencies, flooding, strikes,  the exclusion of workers, transport difficulties, fire, government measures (at least including import and export prohibitions, quota restrictions and malfunctions at the Seller or Supplier) and natural disasters.

Clause 11 Liability

11.1 The Seller is not liable for any damages suffered by the Buyer, unless in case of premeditation or severe negligence by the Seller.

11.2 The Seller can in no way be held accountable for any corporate damages, loss of profit, losses due to interruption of business or any other consequential damage to the Buyer.

11.3 Any liability from the Seller is explicitly limited to the invoice amount concerning the delivery connected to the loss.

11.4 The Seller explicitly debars any further liability.

Clause 12 Guarantee and indemnification of the Buyer in case of Production orders

12.1 In case the Buyer grants an order to the Seller to produce certain designs and/or goods, the Buyer explicitly states and guarantees he is the sole owner of the intellectual property rights on said designs/goods and the designs/goods are not encumbered in any way and is free of any claims of third parties regarding intellectual property rights or ancillary rights, including but not limited to, copyrights, trademark rights and design rights.

12.2 The Buyer safeguards the Seller from all claims from third parties connected to intellectual property rights and ancillary rights, including but not limited to, copyright, trademark rights and design rights.

12.3 The Seller shall not be responsible for any damages stemming from claims from third parties regarding infringement of intellectual property rights and/or ancillary rights.

Clause 13 Transport

13.1 Transport of the sold goods takes is always at the Buyer’s risk and expense.

13.2 The Buyer is responsible for arranging insurance, including in case of a carriage-paid delivery.
13.3 This clause is only subject to deviations when explicitly stated in writing by the Seller.
Clause 14 Applicable law
14.1 Dutch law exclusively applies to all Sales Agreements of the Seller.

Clause 15 Disputes

15.1 In case a dispute falls under the jurisdiction of the court, according to legal regulations, only the court of the Seller’s domicile has jurisdiction.