Article 1.

1. These general conditions shall always apply to all our offers and agree- ments and to everything resulting from them, with the exception of deviations, supplements or alterations expressly agreed upon in writing by both parties.
2. The parties in these conditions are on the one hand our limited partner- ship and on the other hand the principal to be, hereafter referred to as the principal.
3. We shall not accept reference to the conditions of the principal, and this shall therefore remain without effect, unless expressly otherwise agreed by us in writing.

 

Article 2. Tenders

1. All tenders or offers, in which the contrary is not stated, are completely without engagement and are based on return of mail. We are only committed after having accepted an order in writing or, in the case of a non-written order confirmation, after having started the execution of the order.
2. All advice, communications and other statements we provide are only to be regarded as non-binding information. Only the data stated on our order confirmation are binding.
3. All agreements are condition to the fact that we must deem the principal’s creditworthiness as being sufficient.
4. We are given the choice concerning the aesthetic facets of the work, insofar as this has not been determined and described clearly by the principal, whereas small differences and tolerances in sizes and colours remain with reserve unless the contrary is expressly stated in writing.
5. We are not responsible for damage or loss of materials or appliances put at our disposal by the principal.

 

Article 3. Prices

1. Unless otherwise agreed in writing, our price is based on delivery from our company.
2. We are entitled to increase both the price offered and the price agreed upon accordingly without previous notice if after the date of tender or after the conclusion of the agreements, the prices of the materials, appliances, raw materials, wages, energy, social security and/or other public costs, and freights are increased (whether or not due to a devaluation of the Netherlands currency) or if this occurs due to unforseen circumstances.
3. The prices we state are to be paid at our offices in Netherlands currency, excluding the withal payable freight, VAT, and other duties imposed by the authorities, unless expressly otherwise agreed.
4. The expenses concerning the making of the tenders and the work to be performed, specifically the manufacturing of the samples, are for account of the principal.

 

Article 4. Delivery, Dispatch, Freight and Transport Risk

1. The place of delivery is always our company, even if free shipment is agreed upon.
2. The loading, the transshipment and the unloading as well as the dispatch and the transport of all the goods, including the appliances |put at our disposal, are not our responsibility and are completely for account of the principal and at his risk, even if own means of transport are used or if it takes place by our order.The freight costs possibly paid by our company are regarded as anadvance payment of the costs made for the principal.
3. Packing will be charged at costprice, if we deem this necessary, andshall not be taken back.

 

Article 5. Alteration and cancellation

1. Without prejudice to the rights we are anyway entitled to, in the event of the execution of the agreement reasonably proving not to be feasible due to reasons or circumstances unknown to us during the agreement or due to coincidence of force majeure, in our option we have the right either to demand that the agreement be altered so that its execution becomes reasonably possible within the framework of the agreement, or we have the right to suspend the execution of the agreement without court intervention, or to consider the agreement completely or partially cancelled, without being liable for any indemnifications, for which we shall observe a period of 2 months after date of order.
2. By force majeure in these conditions shall be understood war, danger of war, civil war, mobilization and revolts, strikes, lock outs, transport diffi- culties, fire, storm damages, destruction, accidents in our company or in other companies of our suppliers, delayed deiivery of materials, basic and auxiiliary materials or parts that we ordered in time, loss or damage of these materials and parts during transport, illness of employees who can not be replaced immediately, absence of transport or troubles concerning transport in general, every circumstance beyond our will and fault, due to which the principal cannot reasonably expect that the agreement be observed.
3. In the event of the principal not fulfilling any obligation resulting from this agreement or from other agreements concluded with us, or not doing so property or not doing so in time, and also in the event of bankruptcy, a moratorium, close down or liquidation of the principal’s company, he is legally considered to be in default. Without proof of default and without court intervention, we in our option have the right to suspend the execution of the agreement or to consider the agreement completely or partially cancelled, without being liable for any indemni- fications and without prejudice to the rights we are furthermore entitled to. In these cases, any claim we have or shall have to the account of the principal shall immediately become completely due.

4. The increase or the reduction of costs resulting from alterations in the agreement shall be passed along, whereas the work already performed or the work that has proved to be useless shall be charged at costprice, all within 4 weeks after the decision concerning the alteration.

5. Should we consider an agreement completely or partially cancelled as a result of the provisions under part three of this article, we have the right to demand that the principal take the goods that are being manu- factured, thus paying for the manufacturing included in the price i.e. the manufacturing performed before the cancellation. Should this payment not be effected, in our option we may either store the goods for account of the principal and at his risk, or we may sell the goods in a manner we shall decide upon and the proceeds, after deduction of costs, will lead to a reduction of the sum the principal is obliged to pay us, without prejudice to further rights.

We maintain the same authority if under the provisions of part 1 of this article, we consider an agreement cancelled that has already been put into effect.

 

Article 6. Delivery period

The delivery periods we state are always without engagement and the fact that this period is exceeded shall never entitle the principal to claim indemnification, neither after proof of default, unless in the case of intent or gross negligence on our part.

 

Article 7. Complaints

1. Complaints concerning the goods delivered must be stated in writing and must be in our possession within eight days after date of delivery. We do not have to consider the complaints if this is not the case.

2. We only accept returns after our written consent.

 

Article 8.

Under the conditions stated in article 7, in the event of defective or in- complete deliveries, we are obliged to either effect a sound c.q. complete delivery or to apply a special reduction to the price we charged.
The choice is left to us.

We are by no means obliged to indemnify.

 

Article 9. Retention of title

1. The goods shall remain in our ownership as long as the principal has not entirely paid for the goods we delivered on account of the agreement. 2. If the principal remains in default of payment after an injunction, we have the right to take back the goods at the expense of the principal, in which case we may declare the agreement cancelled without court intervention.

 

Article 10. Suspension

If the principal still owes us money, we do not have to execute the agree- ment we accepted from the principal, as long as the amount mentioned in the beginning is not paid.

 

Article 11. Payment, Interest and Costs

1. Payment shall be effected within 1 month after date of invoice.

2. In the event of a principal not paying within 1 month of date of invoice, an interest of 1% a month shall be charged over the amount still due; a fraction of a month is considered as a whole month.

The interest shall take effect 1 month after date of invoice, whereas, if the principal does not effect payment even after an injunction, we are also entitled to increase the amount owing with 15% collecting expenses and with possible legal costs or other cashing costs, including costs of legal advisers and the real extra-judicial costs which are to be specified .

3. If payment is effected within 10 days after date of invoice, we shall grant a discount of 3% of the sum concerning the goods, unless other- wise agreed in writing.

 

Article 12. Delivery on call

In the case of an order on call, in which the time of delivery is made dependent upon the principal’s option, a maximum period of delivery shall be applied of 4 months after our written confirmation.
If this period is exeeded the goods shall be invoiced and stored in our warehouse at the risk of the principal.

The principal is always obliged to take the goods stated in the order on call.

 

Article 13. Disputes

1. All disputes arising or resulting from tenders and/or agreements, shall be submitted to the proper judge in Amsterdam, unless we should decide to submit the case to another competent judge.

2. The laws of The Netherlands are applicable to all orders and agreements.

Zaandam, june 25th, 1996 DELCOURT FASHION INT. B.V.