8. Intellectual Property Rights Infringement
If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
9. Limitation of Liability
9.1 Purchase Price Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation, loss of customers, or if not receiving supplies or instructions on time. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
9.2 Other Parties and Goods We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
10. Force Majeure
Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
11.1 United Nations Convention The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
11.2 Waiver of Provision No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
11.3 Illegal, Invalid or Unenforceable Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
11.4 Dutch Law These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of The Netherlands without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of The Netherlands, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
12. Rules On Use of Resources
Thanks to our in-house developments and design resources we manage to provide our industry-partners with innovative products and technical and aesthetical solutions never seen before. This is the mindset that will help us to maintain our place amongst the best sourcing and manufacturing organizations globally. Reaching this goal, however, requires the constant allocation of significant resources, both human and technical. Maintaining a balanced structure, while continuing to excel at addressing the demands of our customers, calls for the implementation of certain rules based on which we have built the following Rules on Use of Resources.
12.1 Minimum Order Quantities
All productions realized in China require minimum order quantities of 1000 pieces per style. This quantity can be divided in up to 5 different sizes and up to two different colors. Depending on minimum order quantities of the used materials we are open to manufacture orders below 1000 pieces per style with an up-charge. All productions realized in Europe and Northern Africa require minimum order quantities of 150 pieces per style. This quantity can be divided in up to 5 different sizes.
12.2 Raw Materials and Trims
When we undergo sourcing operations, we systematically inform our customers about the conditions offered by the suppliers: production minimums and production lead-times. In some situations the minimum order quantities requested by the suppliers may exceed the quantities required for a given order. In this case, the customer is responsible for the payment of the excess material. This excess material will automatically be invoiced to the customer. On a case-by-case will be discussed whether the customer wants to directly become the owner of the excess fabric, if we just add an up-charge and take care of the excess fabric, and/or if we provide warehousing services and for what fee.
12.3 Tolerances Required
Quantities shipped: we require a deviation tolerance of +/- 5%, in relation to ordered quantities.
Second-choice Items: we require a deviation tolerance of +/- 5%, in relation to ordered quantities.
For traditional (sewn) garments we can offer production lead-times of 4 to 7 weeks. IMPORTANT: These lead-times do not take into consideration previous lead-times for raw materials and/or garment development and approval. Please note that all these processes happen at an earlier stage, before production.
The lead-times provided above are standard lead-times, after all necessary materials are in-house and approved and all styles have received the final approval by the customer. We require, on average, 8 to 10 working days for prototypes (after all necessary materials are in-house). This lead-time can be reduced or extended according to the current occupation of our production lines and should always be confirmed with our development team.
Bos en Lommerplantsoen 1, 3b 1055 AA
Bank: NL73 INGB 0006 6831 70 Business registration: 71072896 VAT: NL858568718B01
Status June 2018