General Terms and Conditions of Sale

Unless expressly agreed otherwise, all our sales are subject to the following general terms and conditions of sale. These replace as of 01.11.2021 all previous terms and conditions of sale.

  • Legislation.The electronic version of these general terms and conditions of sale constitutes written communication within the meaning of art. 23.2 of EC Regulation 44/2001.The buyer acknowledges to have knowledge of them or to have had the opportunity to take note of them and to accept them by placing an order or entering into negotiations. The customer confirms having read and accepted the European Regulation No. 1007/2011 concerning description of abbreviations used for fabric composition in a garment, as well as all other legislation affecting the use of the goods.
  • Quotation. order confirmation.Written or verbal quotations from the seller are only binding after an order confirmation has been sent by the seller.Orders placed through an agent, broker or representative and agreements thereon are only binding after order confirmation by the seller.Only the seller’s general terms and conditions of sale apply. Order confirmation may be subject to the condition precedent of coverage by a credit insurer.
  • Risks. The risks associated with the goods sold shall pass to the buyer as soon as the goods leave the seller’s warehouse location.It is the responsibility of the buyer to turn against carriers or insurers, without giving him the right to refuse, reduce or delay payment to the seller.
  • Delivery – conformity. The place of performance of the seller’s obligations, for the application of the rules of law in the event of a dispute, is conventionally always the seller’s warehouse location, regardless of the actual place of delivery.The goods travel unless otherwise specified at the expense and risk of the buyer. The time of delivery is conventionally the time when the goods leave the seller’s warehouse location or its agent.Unless otherwise agreed upon in a specific and express written document, to which the two parties have confirmed their agreement other than by silence, delivery deadlines shall always apply to the seller as obligations of effort, never as obligations of result.The mere fact that the delivery deadlines have not been met shall therefore not give rise or provide a legal basis for compensation, irrespective of the nature or extent of such alleged losses due to delivery delays. No delivery delay allows the buyer to postpone or suspend his own payment obligations. Any compensation due to delivery delay is conventionally excluded.Any delay in delivery caused by the buyer allows the seller to either postpone all agreed delivery deadlines by the same period of time, or cancel the contracts, or invoice the goods and keep them at the disposal of the buyer at his expense, risk and peril and demand payment for them. Unless otherwise agreed, the deadline for the compulsory acceptance of goods ordered but not taken is set at 3 months.Thereafter, the seller shall have the right but not the obligation either to demand the compulsory performance of the contract, or to declare the contract terminated subject to liquidated damages in accordance with Article 11 , or to postpone the delivery date subject to liquidated damages of 2% per month of the uncollected part of the contract.
  • Onderzoeksplicht koper. De koper is verplicht om de goederen te keuren op conformiteit en gebreken binnen de 10 kalenderdagen die volgen op het tijdstip waarop de goederen de magazijnlocatie van de verkoper of van zijn lasthebber verlaten. De nadelen inherent verbonden aan de weefselopbouw, de samenstelling of het overeen gekomen type van veredeling/confectie kunnen tot geen klacht voor niet-conformiteit of gebreken aanleiding geven. Op weefsels of kleding van witte of heldere kleur kan contaminatie ontstaan door sporen van gekleurde vezels, die technisch niet te voorkomen is en die tot geen klacht voor niet conformiteit of gebreken aanleiding kan geven. De verkoper kan de absolute overeenstemming tussen geleverde en bestelde hoeveelheden niet garanderen bij specifieke producten (evt afkeur, …) Afwijkingen tot 10 % worden door de koper aanvaard. Ook wanneer de koper de goederen voor een bijzonder doel aankoopt, en ongeacht of dat doel aan de verkoper bekend is gemaakt, is het de uitsluitende verantwoordelijkheid van de koper om de geschiktheid van de goederen voor dat doel vooraf te testen; de vrijwaringsplicht van de verkoper zal in elk geval beperkt blijven tot de normale en gewone aanwending van haar producten.
  • Buyer’s duty to examine. The buyer is obliged to examine the goods for conformity and defects within 10 calendar days following the time the goods leave the warehouse location of the seller or his agent.The disadvantages inherent in the fabric construction, composition or agreed type of finishing/confection cannot give rise to a complaint for non-conformity or defects. On fabrics or clothing of white or bright color, contamination may occur by traces of colored fibers, which is technically unavoidable and cannot give rise to a complaint for non-conformity or defects.The seller cannot guarantee absolute conformity between delivered and ordered quantities for specific products (possible rejection, …) Deviations of up to 10% are accepted by the buyer.Even if the buyer purchases the goods for a particular purpose, and regardless of whether that purpose has been made known to the seller, it is the sole responsibility of the buyer to test the suitability of the goods for that purpose in advance; the seller’s indemnity obligation will in any case be limited to the normal and ordinary use of its products.
  • Complaints. No complaint will be accepted with respect to goods sold that have undergone any processing after leaving the warehouse location. No complaint will be accepted after the expiration of 10 calendar days following the time of delivery as defined above.After the expiration of that period, the seller will be released from all liability, including for hidden defects.The vendor cannot be held liable for damages resulting from the misuse of the product by the customer, which will be presumed at the occurrence of damages and will have to be refuted by the customer with evidence to the contrary.In the event of a timely and justified complaint, the damages to be compensated shall be limited to the direct reduction in value of the goods sold. Under no circumstances may such damages exceed the net price invoiced by the seller for such goods. If raw materials are imposed by the customer, the maximum compensation will be calculated on the net amount invoiced excluding the raw materials. The seller will always be entitled, at its discretion, to replace or rework the nonconforming or defective goods rather than pay compensation. Disputes concerning the conformity or defectiveness of the goods sold shall not affect the claimability of the seller’s invoices relating thereto.
  • Terms of Payment. The seller’s invoices are payable no later than the due date at the seller’s registered office and are not a collection debt; even when bills of exchange or other commercial securities are made out. In the event of non-payment on the due date, the buyer shall automatically and without notice be liable for interest equal to 10% per annum, in addition to equitable damages for recovery costs equal to 10% and with a minimum of 250 € and in addition to reimbursement of the actual legal costs in the event of judicial recovery. Where appropriate and at the seller’s choice, the Belgian law of August 2, 2002 on combating late payment in commercial transactions may be applied. The seller reserves the right to demand reasonable payment guarantees during the execution of the agreement.If the buyer delays payment, or if he delays the requested guarantees, his credit insurance is reduced or cancelled, the seller has the right, without notice, to suspend deliveries and to postpone all agreed delivery deadlines by the same period of time, or to cancel the contracts, invoice the goods and keep them at the disposal of the buyer at his expense, risk and peril, and to demand their payment.
  • Retention of title. Sold goods remain the property of the seller until full payment of the price and any costs. Where applicable, deferred retention of title shall apply, or retention of title shall extend to the price for which the buyer has resold the goods, or to the claim resulting therefrom for the buyer. Pledging or pledging as security of unpaid goods may only take place with the express consent of the seller.It is the buyer’s obligation to take all measures required by law for this purpose and, in particular, measures aimed at informing third parties of this pledge. Despite the retention of title clause, the costs of loss or damage to the goods shall be borne by the buyer. The buyer must notify the seller of any seizure of such goods within the shortest possible time. Retention of title shall also apply if the seller’s customer has transferred the purchased goods, whether processed or not, to a third party who has not yet paid the seller’s customer for them. Paid advances may be retained to cover possible losses on resale.
  • Force Majeure. Are conventionally considered by the parties to be acts of God: war, strike, lockout, insurrection, serious problems with the supply of raw materials or transport, fire or breakdown of machinery at the seller or one of his subcontractors or suppliers, pandemic, etc. These relieve the seller of any responsibility for the non-performance of his obligations and suspend delivery deadlines. Delays in delivery resulting from any of these circumstances or events shall grant the seller an extension of the agreed delivery period equal to the duration of the force majeure, and without giving the buyer any right to compensation.
  • Exchange rate fluctuations. For contracts and orders in foreign currency, the seller reserves the right to adjust the selling price proportionally, if between the receipt of an order or invoice and its payment, the official buying rate of this foreign currency fixed by the ECB decreases by more than 3%.

  • Breach – termination. The will to purchase the customer’s goods is established by placing an order (whether or not after receiving an offer). Consequently, the placement of an order is binding. Orders may be placed by signed quotation, e-mail or any other written communication. The sales contract is concluded upon acceptance of the order by the seller. If the buyer expressly or implicitly indicates that he does not wish to take delivery of the purchased goods, or does not wish to take delivery in full, or if due to the buyer’s actions no further execution of the agreement can take place, he shall be obliged to pay the seller on first demand compensation equal to 30% of the corresponding invoice value, unless the seller informs the buyer that the agreement must be executed in full, in which case the buyer shall be obliged to do so.
  • Sale on steel. In the case of sale on steel, the conformity of the merchandise shall be determined solely on the basis of the qualities of the steel and without taking into account other references such as previous sales, technical sheets, etc. A sale on steel shall be established only when the parties expressly agree and make arrangements for the safekeeping of the steel which shall serve as a proof reference.
  • Confidentiality, Intellectual Property. The seller always remains the owner of all intellectual property rights of all goods developed for the customer (including but not limited to patterns, drawings, sketches, images and their realization in the garment, as well as constructions in the garment) The delivery of the goods does not imply a transfer of the intellectual property rights. All design provided by the seller are exclusively for goods produced by the seller and therefore may not be disclosed, reproduced or communicated to third parties without the prior explicit consent of the seller. Intellectual property rights valid on all materials provided by the buyer as part of commercial relationships remain with the customer (or any third party).The buyer guarantees that all materials provided do not infringe the rights of third parties. The buyer fully indemnifies the seller against all possible claims and contingent liabilities in connection with damages to third parties and will guarantee all costs arising therefrom.
  • Dispute resolution. The courts of the seller’s registered office have sole jurisdiction. However, the seller reserves the right to claim before the courts of the buyer’s registered office. Belgian law applies, to the exclusion of the Vienna Sales Convention.
  • Language. In case of ambiguity or conflict when comparing these general terms and conditions of sale in the various translations, the Dutch language version shall prevail and be directional.