Article 1. Definitions
1.1 For purposes of these conditions the "Supplier" will be understood to be Bronx Fashion B.V.
1.2 For purposes of these conditions the "Customer" will be understood to be the client or purchaser who enters, or wishes to enter, into an agreement with the Supplier, or for whom the Supplier issues an offer or makes a delivery or performance.
Article 2. Applicability
2.1 These conditions will apply to all offers, agreements, and deliveries of the Supplier.
2.2. In no event will any general conditions of the Customer apply to the agreement or agreements between the Supplier and the Customer.
2.3 Any variations from these conditions agreed between the parties will apply only if expressly agreed in writing.
Article 3. Offers/Agreements
3.1. All offers of the Supplier will be subject to contract, even if they contain a term for acceptance. Any images, colours, drawings, and statements of measurements are indicative only. The Supplier will not be liable for any discrepancies.
3.2. An agreement between the Supplier and the Customer will be formed upon written confirmation by the Supplier of the Customer's order. The Supplier will be entitled to reject orders or to attach special conditions to delivery. Any amendment of the agreement will be valid only if agreed between the parties in writing.
3.3. The Customer warrants that the information provided to the Supplier is correct.
3.4. The order may be cancelled or changed only with the written consent of the Supplier.
3.5. In the event that the order is cancelled or changed after formation of an agreement between the Supplier and the Customer, the Customer will pay cancellation costs to be determined by the Supplier. Such cancellation costs will consist of all costs, lost profits, and other damage reasonably incurred by the Supplier with a view to execution of the order. The cancellation costs will amount to at least 25 percent of the principal sum, to be increased by VAT, or a proportional part thereof in the event that only part of the order is cancelled or changed.
3.6. In no event can the order be cancelled or changed after a period of 14 days prior to the date of delivery. In such event the full principal sum, to be increased by VAT, will at all times be due.
Article 4. Prices
4.1 The prices quoted by the Supplier will be in Euro or, if separately indicated, in another currency, and will be exclusive of VAT, import duties, levies or taxes due upon import or export, administrative charges, and costs of shipment and insurance.
4.1 The Supplier will be entitled to pass any increase in price-determining factors, including but not limited to raw or other materials, component parts, energy prices, costs of transport, import duties, salary costs or social security contributions, occurring after conclusion of the agreement, on to the Customer.
Article 5. Delivery Time
5.1 In no event will the delivery times stated by the Supplier be strict deadlines. The Supplier will not be liable if the delivery period is exceeded, nor will the Customer be entitled to cancel the order or refuse to take delivery of, or pay for, the products. The Customer will indemnify the Supplier against any third-party claims in respect of late delivery by the Supplier.
Article 6. Shipment
6.1 Delivery will be FCA (free carrier), as provided in the version of the Incoterms of the International Chamber of Commerce as prevailing on the date of delivery. In the event of conflict between the provisions of the Incoterms and those of the present general conditions, the provisions of these general conditions will prevail over those of the Incoterms.
6.2 In the event that the Supplier arranges shipment at the request, and on behalf, of the Customer, the method and routing of shipment will be at the Supplier's discretion. In such event the Supplier will not be liable for any damage-causing events, of any nature whatsoever, that may occur during or in connection with shipment, save in the event of intent or gross negligence on the part of the Supplier.
6.3 The Supplier will be entitled to deliver the goods in consignments. Any partial deliveries may be separately invoiced to the Customer.
6.4 If the parties have agreed that the Supplier will attach labels and such like to items and packaging, the Customer will ensure that such labels and such like are provided to the Supplier within 14 days of formation of the agreement. If the Customer fails to arrange punctual provision of labels and such like, the Supplier will be entitled to deliver the items to the Customer without labels and such like, without any liability arising on the Supplier's part to pay any kind of damages or compensation.
6.5 The Customer will be under an obligation to take delivery of the items upon delivery by or on behalf of the Supplier to the Customer, or upon provision of the items to the Customer.
6.6 If the Customer refuses to take delivery, or omits to provide any information or instructions that are required for the delivery, the Supplier will be entitled to store the items at the Customer's expense and risk, or to dissolve all, or the non-performed part of, the agreement, without any judicial intervention or notice of default being required, all without prejudice to the Supplier's right to claim damages.
Article 7. Payment
7.1 Payment by the Customer of the invoice amount is to be made within fourteen (14) days of the date of the invoice, without any discount, by way of transfer to the bank account designated by the Supplier in the invoice. In no event will the Customer be entitled to any suspension or setoff.
7.2 The Customer will be in default by operation of law by the mere expiry of the payment period. From the date of occurrence of its default, the Customer will pay interest equal to 1.5% per month, while from such time all judicial and extrajudicial costs incurred by the Supplier will be payable by the Customer, up to the amount of the actual costs incurred. The extrajudicial costs will amount to at least 15% of the invoice amount, or the unpaid part thereof, unless the actual costs are higher.
7.3 Payments made by the Customer will always first be used to pay all outstanding interest and costs and subsequently to pay such exigibleinvoices as have been outstanding longest, even if the Customer states that the payment regards a later invoice.
7.4 The Supplier will be entitled to require immediate payment, or to require that the Customer provide security for payment, or pay such part of the purchase price as the Supplier may determine, before the Supplier delivers the relevant product.
7.5 If the Supplier accepts an order from a Customer based outside the Netherlands that is affiliated in a group with a company based in the Netherlands, the Customer will arrange that the Netherlands-based company assume joint and several liability for payment by the foreign Customer.
Article 8. Retention of Title
8.1 As long as the Customer has not fully paid the Supplier, including but not limited to payment of all invoices, even for earlier and later deliveries and services performed, reimbursement of all costs and interest, as well as claims for damages on account of failure by the Customer to perform its obligations, the Supplier retains title to the products delivered by it to the Customer.
8.2 The Customer will be under an obligation to store the products delivered subject to a retention of title, identifiable as the Supplier's property, and to insure them against risks such as fire, explosion, damage and theft.
8.3 Title to the product will pass to the Customer as soon as the Customer has fully paid the Supplier. Until such time, the Customer will not be free to encumber the products, to give them in lease, to allow third parties to use them, or to remove them from their storage location without the Supplier's written consent. The Customer will only be entitled to sell or deliver the products title to which is reserved by the Supplier to third parties to the extent necessary in the Customer's ordinary course of business.
In the event of failure by the Customer to perform its obligations, or if the Supplier has reason to fear that it will fail to do so, the Supplier will be entitled to cause the delivered products to be removed from the Customer's premises. The Customer will be under an obligation to render its full cooperation in this respect. The Customer hereby irrevocably authorizes the Supplier, or persons to be designated by it, in advance to access the location where the products are stored in order to remove them. All associated costs will be at the expense and risk of the Customer.
Article 9. Complaints
9.1 The Customer is to inspect the product immediately upon receipt from the Supplier. Any complaints with respect to the products delivered by the Supplier are to be filed with the Supplier in writing within seven (7) days of receipt of the goods, accurately describing the complaint, on pain of forfeiture of the Supplier's full liability. Complaints with respect to partial deliveries may not be postponed until all the agreed products have been delivered.
9.2 The Customer will not be free to return a product before the Supplier has granted its written consent. In no event may acceptance of return shipments be construed by the Customer as acknowledgment by the Supplier of any defects in the delivered products or acceptance of liability. The costs of return shipment will be payable by the Customer and the products will continue to be at the Customer's risk.
9.3 In the event of acknowledgment of a complaint, the Supplier will, at its option, repair or replace the delivered items or credit the invoice amount, without any liability arising on its part to pay damages.
9.4 Any worn pairs complained about ("complaint pairs") will be taken back by the Customer and collected by it, and will be accepted by way of return shipment at a time, and according to a method, to be determined by the Supplier. Compensation by way of crediting will be arranged as soon as the Supplier - at its sole discretion - deems the complaint founded.
9.5 After 18 months have passed since the date of the invoice worn complaint pairs will no longer be accepted by us (the Supplier).
Article 10. Liability
10.1 Save in the event of intent or gross negligence on the Supplier's part, the Supplier will not be liable for any damage suffered by the Customer or any third parties.
10.2 The Supplier's liability to the Customer will in any event be limited to the lower amount of either the relevant contract sum (exclusive of VAT) or the amount received by the Supplier from its insurer in the relevant event.
10.3 In no event will the Supplier be liable for any indirect damage suffered by the Customer, such as consequential damage or lost profits. The Customer will be under an obligation to indemnify and compensate the Supplier against any claims for damages that third parties may assert against the Supplier if the damage of such third parties was caused by infringement of patents and/or copyrights, the use of drawings, data, designs, materials or component parts, or the application of working methods provided or prescribed by or on behalf of the other party to the Supplier for the purpose of execution of the order.
Article 11. Suspension and Dissolution
11.1 In the event of the Customer's failure, or failure punctually or properly, to perform any of its obligations ensuing from an agreement with the Supplier, insolvency, filing for a moratorium on payment of its debts, or offering a settlement or composition to one or more of its creditors, the Customer will be in default by operation of law. In such events the Supplier will be entitled either to suspend performance of the agreement or to dissolve all or part of the agreement (and to reclaim the items already delivered by it to the extent not yet paid) - without any judicial intervention or notice of default being required - and to claim payment of the performed part of the agreement and demand payment in advance for the further deliveries, all without prejudice to the Supplier's right to claim compensation of its damage.
11.2 In the situations referred to in paragraph 1 of this article the Supplier's claims against the Customer will become immediately due and payable.
Article 12. Force Majeure
12.1 In the event of force majeure the Supplier will be entitled to suspend performance of all its obligations vis-à-vis the Customer, and to dissolve all or part of all agreements with the Customer, without prejudice to its right to demand payment of the work already performed and the costs incurred, and without being liable to pay any penalty or damages.
Article 13. Warranty
13.1 The Supplier warrants the sound condition of the items delivered by it and the materials used in that respect. Items fully or partially manufactured from natural products may vary from samples. To the extent that the relevant variations are common in the industry, the Customer will not be entitled to return the items or to claim any form of damages or compensation. Furthermore, the Supplier warrants the sound condition of the items delivered by it and the material used in that respect only if such items are used in a normal and careful fashion and in accordance with the Supplier's instructions and the materials used in that respect, as well as for the purpose for which they were manufactured. This warranty will not apply if the Supplier supplies items of an explicitly agreed inferior quality. The Supplier will determine whether the warranty is applicable and how the relevant items will be repaired and/or shipped.
13.1 The warranty cannot be invoked if the defect or the wear and tear is the result of negligent maintenance or normal use. Moreover, the warranty cannot be invoked if the Customer remains in default and fails to perform its obligations.
13.2 In the event of replacement or compensation, an allowance will be made for the use already made of the delivered item, including wear and tear as a result of normal use.
Article 14. Intellectual Property Rights
14.1 The intellectual property rights, including
copyrights, rights as referred to in the Uniform
Benelux Act on Drawings and Designs, trade names, and patent rights, in the Supplier's products may be used for promotional and/or publication purposes, all in the broadest sense, only with the Supplier's written consent.
14.2 The Customer will be under an obligation, as soon as the use of the Supplier's intellectual property rights by third parties comes to its attention, promptly to notify the Supplier.
Article 15. Applicable Law
15.1 All agreements will be governed exclusively by the laws of the Netherlands. The applicability of the Vienna Sales Convention (CISG) is excluded.
15.2 Any disputes between the parties will be submitted to the exclusive jurisdiction of the competent court in Breda, the Netherlands.