General Sales Conditions
In the present general sale conditions, the word “Company” designates: [name Company, including physical person]. Any “acceptance”,” confirmation” and similar action of the Company referred to herein is only binding on it provided that it has been issued in writing by one or several persons legally authorised to act on behalf of the Company.
The present general sale conditions apply to any sale or delivery made by the Company, to the exclusion of any general or specific conditions communicated at any time by the purchaser (hereafter the “Buyer”), except for any derogation accepted by the Company’s written and express consent. Such derogation will only apply to the specific sale or delivery for which it has been granted. By making any order, the Buyer acknowledges the present general sale conditions and irrevocably agrees to be bound by them. The Buyer understands that certain styles and/for sizes and/for colours may be unavailable. The Buyer will accept all available styles, sizes and colours.
Quotations and acceptance of order
All the company’s quotations are non-binding, except if stipulated to the contrary by an express and written statement of the Company. The Company will only be bound by an order upon its written confirmation, or after it has commenced performance. Prices on an order are based on recent agreements for finished garments, fabric and supplies, and on present labour costs. Should prices for any items be increased, the prices on this order will be subject to increase.
All sales and deliveries are made [EXW (“Ex Works”)] (Incoterms 2000). The delivery times indicated are non-binding on the Company, and are only given as an estimate. No delay in delivery may lead to the cancellation of the sale by or payment of damages to the Buyer, except in case of willful delay. The Company is entitled to perform partial deliveries. In case of non-delivery of products, advances that may have been paid by the Buyer will be reimbursed by the Company, without any additional interests or other compensation.
Retention of title
The products supplied by the Company remain its exclusive property until payment of the price in full by the Buyer. In case of non-payment upon the due date by the Buyer, the Company will automatically be entitled to claim the products back, ipso jure and at the Buyer’s expense. Furthermore, the Company will be entitled in such case, upon the giving notice by registered mail but without any other formality or judicial intervention, and without prejudice to its right to claim damages, to cancel the sale at the detriment of the Buyer. If the Buyer resells the delivered products before payment of the full price owed to the Company, the Buyer’s claim on its customer as a result of this sale will be pledged to the Company as security for the payment of the price owed to the latter.
Intellectual Property Rights
The Buyer acknowledges and agrees that all existing and future Intellectual Property Rights (such as, but not limited to copyrights, design and models, trademarks, etc.) that relate to or subsist or reside in the products, are only owned by the Company. The Company’s Intellectual Property Rights shall at all time remain the property of the Company. The Buyer is not allowed to change the products delivered in total or in part or to give these a different name or packaging, unless otherwise agreed in writing. Any unauthorised use of the Company’s Intellectual Property Rights shall be punished according to the intellectual property laws in vigour.
In order to be valid, any complaint regarding a defect which was or should reasonably have been noticed at the time of delivery, must be notified within fourteen (14) days after delivery of the products. Such complaint will only be valid if the products have remained in the state they were at delivery. No products may be returned by the Buyer, without the Company’s prior express and written consent. The Company will not issue credit for any allowances, deductions, or materials returned unless Buyer obtains the Company’s written consent of same within (14) days of receipt of the products.
The Company’s warranty is limited to replacing the concerned products and, if this is not possible, restitution of the invoiced price. The Company is under no circumstances liable for indirect damages, whether general or specific, and whatever their nature, suffered by the Buyer
The Company is not liable for any delay in the performance of or failure to perform its obligations arising from any event beyond its normal control, including, inter alia, interruptions in production, difficulties in supply, or shortages of raw material, labour, energy or transport, or delays in transportation, strikes, lock-outs, work interruptions or any other collective labour disputes affecting either the Company itself or its suppliers, whether or not such events are foreseeable.
Price and payment
Invoices are payable 30% on the date of the order confirmation, 70% 5 days before delivery. The Company shall be entitled to demand a surety of payment before delivery. Deviating terms and conditions can be agreed upon express and written statement of the Company. To be valid, any complaint regarding invoices will have to be notified by registered mail and formulated in detail within three (3) days after receipt of the invoice. No ground, such as e.g. the filing of a complaint regarding the delivered products, shall entitle the Buyer to withhold its payment. Any sum remaining due after the date of payment shall, ipso jure and without notice, produce an interest of one (1) percent per month from the date of issuance of the invoice, each month having commenced being regarded as a fully expired.
In case of total or partial non-payment of an invoice upon due date, the Buyer shall, ipso jure and without notice, owe an indemnity of ten (10) percent of the amount remaining due, with a minimum of [………] EUR. If an invoice is not fully paid upon its due date or if the Buyer does not fulfil any of its
obligations under the contract, the Company shall be entitled, ipso jure and without notice or other formality, to postpone performance of its obligations towards the Buyer under any agreement, to terminate any agreement concluded with the Buyer with immediate effect, to claim immediate payment of all outstanding claims, including those not yet due, or to refuse performance except against cash payment, notwithstanding any prior agreement and without prejudice to any other remedies which could be applied by the Company. Failure to take immediate action against any breach or default by the Buyer may under no circumstances be construed as a waiver by the Company of its rights to act against such breach of default at a later point in time.
The fact that one of the clauses of these general conditions is declared null and void shall not affect the validity of the other clauses.
Competence and applicable law
All agreements concluded with the Company are governed by Belgian Law, to the exclusion of the provisions of the United Nations Convention on the International Sale of Products. The Company and the Buyer (“the Parties”) agree to use all reasonable efforts to reach a fair settlement of any disputes relating to their agreements. In the event of any dispute, difference, controversy or claim arising out of in connection with to their agreements, the parties will first attempt to settle such dispute amicably. If the parties cannot agree on the resolution of any dispute, they agree to appoint a qualified neutral third party with expertise in the area of concern (hereinafter “Mediator”). Such Mediator shall be consulted to mediate and make recommendations as to the resolution of the matter in a timely manner. The costs of such mediation shall be divided equally between the Parties.
If the Parties have not reached a settlement of such dispute, the dispute shall finally be settled by arbitration in accordance with the Rules of Arbitration of Cepani (Centre Belge d’Arbitrage et de Mediation – Belgian Center for Arbitration and Mediation) as presently in force. The place of arbitration shall be Brussels and the language to be used in the arbitral procedure shall be [English].
The Parties agree to call upon the services of the Belgian Center for Mediation and Arbitration for both mediation or arbitration (www.cepani.be). If Cepani’s decision is not satisfactory to one of the Parties, they still can submit their disputes to the Courts, provided that these disputes shall be submitted to the exclusive jurisdiction of the [Courts of Brussels].