GENERAL CONDITIONS OF SALE OF SUITSUIT INTERNATIONAL BV

1. Scope of application
   1. These Conditions apply to all offers by, and to all agreements concluded between, SUITSUIT INTERNATIONAL BV, established in The Hague and having its registered office in Soest, Nieuwegracht 8-01 (3763 LB), the Netherlands (hereinafter: “SUITSUIT”) and an opposite party (hereinafter: “Purchaser”) with respect to the delivery of products (hereinafter: “Products”) by SUITSUIT, and to all legal transactions underlying such agreements.
   2. SUITSUIT expressly rejects the applicability of any purchasing or other conditions of Purchaser.

2. Offers and conclusion of agreements
   1. Purchaser warrants the accuracy and completeness of all information, requirements and specifications of performance provided by him or on his behalf to SUITSUIT, on which SUITSUIT bases its offer.
   2. An agreement is concluded as soon as Purchaser has returned, and SUITSUIT has received, an offer and/or order confirmation, signed for approval, by mail, fax or email. This includes an email message received by SUITSUIT in which Purchaser declares to agree to a specific offer or order confirmation.
   3. Additions to or modifications of an agreement may only be implemented with mutual consent.

3. Prices
   1. All offers and quotations provided by SUITSUIT are non-binding, with regard to price, content and delivery time, and expire on the 30th day from the date on which SUITSUIT provided such offer or quotation to Purchaser, unless expressly agreed otherwise.
   2. Prices are based on the type, the number, the size and the version of the products to be delivered, as specified in the SUITSUIT price lists.
   3. SUITSUIT reserves the right to adjust the prices before delivery in the event of any increase in the prices of pricing factors such as currency fluctuations, raw materials, freight costs, wage costs or government measures, if these increases or measures occurred after the conclusion of the agreement but before the time of delivery.

4. Delivery
   1. Unless expressly agreed otherwise in writing, delivery will be performed ex works (EXW) Soest, The Netherlands. 
   2. Purchaser is obliged to accept the products at the time at which these are delivered to him. 
   3. If Purchaser refuses acceptance or is negligent in the provision of information or instructions, or in any other form of cooperation required for the acceptance of products, SUITSUIT is entitled to take any measures (such as storage with third parties) which SUITSUIT deems expedient, at Purchaser’s risk and expense, without affecting SUITSUIT’s right to claim the purchase price or a negotiated compensation, or to deliver to a third party. Additional costs and any damages that SUITSUIT may incur in consequence may be claimed from Purchaser. If, in such an event, SUITSUIT chooses to deliver the Products to a third party, SUITSUIT is entitled to claim from Purchaser any losses incurred through that transaction.
   4. Delivery times and other terms stipulated by SUITSUIT shall never be treated as a firm deadline, unless expressly agreed otherwise in writing. In the event of a failure to deliver in time, whether or not Purchaser is notified thereof in advance by SUITSUIT, Purchaser should declare SUITSUIT to be in default and subsequently grant SUITSUIT what he deems a reasonable term in which to fulfil its obligations. Upon expiry of this extended term, Purchaser is only entitled to dissolve the agreement insofar as no Products have been delivered yet. However, SUITSUIT can never be held liable for consequential damages, including but not limited to, lost profit and trading loss as a result of any delays in the delivery of Products ordered by Purchaser.
   5. SUITSUIT is permitted to fulfil placed orders in parts. If orders are fulfilled in parts, SUITSUIT is entitled to bill each part separately.
   6. SUITSUIT is entitled to charge the costs of any packaging. Packaging cannot be returned. If SUITSUIT should be obliged to accept returned packaging on the ground of rules and legislation, then the costs associated with the acceptance or processing of this packaging shall be charged to Purchaser. 
   7. SUITSUIT is entitled to deliver and bill 5% more or fewer products than specified by Purchaser in the order.

5. Printed products (custom-made products)
   1. If SUITSUIT receives an order for products that should be printed fully or partially for Purchaser or his customers, then Purchaser is obliged to supply directly reproducible material that is of adequate quality in the reasonable opinion of SUITSUIT.
   2. SUITSUIT is only required to provide an artist’s impression previous to the manufacture of custom-made products if and insofar as this has been expressly agreed in writing when concluding the agreement. In that event, SUITSUIT is obliged to provide Purchaser with an artist’s impression for his approval. Purchaser is obliged to notify SUITSUIT of his approval or rejection in writing within 72 hours of receiving the artist’s impression.
   3. Deviations from the finally produced product with respect to the previously provided artist’s impression, including but not limited to different colour shades, logo and/or measurements, logo and/or design distortions, cannot be qualified as a shortcoming on the part of SUITSUIT. 
   4. No rights can be derived from artist’s impressions provided to Purchaser by SUITSUIT.
   5. An artist’s impression is deemed to be approved by Purchaser, if Purchaser has not communicated his rejection within 5 days of receiving the artist’s impression.

6. Payment
   1. Purchaser is obliged to pay the amount billed by SUITSUIT to PURCHASER within 30 days of the invoice, unless agreed otherwise in writing. If Purchaser fails to pay in time, all reasonable costs incurred on obtaining settlement out-of-court shall be borne by Purchaser, including in any case the costs of collection agencies, bailiffs and lawyers, which costs will minimally comprise 15% of the total sum payable, with a minimum sum of €500 (VAT exclusive). The stipulations of this provision do not affect any other rights to which SUITSUIT is entitled under law or under these Conditions.
   2. Purchaser is obliged to compensate SUITSUIT for all costs incurred by SUITSUIT as part of a court procedure that finds Purchaser wholly or mainly at fault. These costs shall in any case include the costs of external experts, bailiffs and lawyers and the like, also if these costs are in excess of the sum awarded by the judge. 
   3. Without prejudice to SUITSUIT’s rights under the law or agreement, if Purchaser fails to settle any amount due within 30 days of the invoice date, Purchaser will legally be in default and all claims by SUITSUIT are immediately collectible to the full sum. SUITSUIT is then additionally entitled to claim the payment of statutory interest (at the rate applicable to commercial transactions), increased by five percent (5%), over the outstanding sum up to the moment of full payment.
   4. Purchaser is not entitled to deduct, defer or set off the amounts due.
   5. If Purchaser does not submit in writing an argued comment on the invoice sum within 7 days of the invoice date, then he is deemed to have approved this sum.
   6. SUITSUIT is entitled to request an advance payment of 50% of the consignment value, before delivery of standard products or before starting production of custom-made products. This payment must be made within 5 days of receiving the order confirmation and the accompanying advance invoice, unless SUITSUIT and Purchaser have expressly agreed otherwise in writing.
   7. Payment of the remaining 50% of the order sum must be paid within 30 days of the invoice date, unless SUITSUIT and Purchaser have expressly agreed otherwise in writing.

7. Conformity
   1. The delivered Products may deviate up to 10% from what was agreed in terms of weight, size, number or weight density.
   2. Samples and models are provided for indicative purposes only. Purchaser cannot derive any rights from pictures of products in price lists, brochures, leaflets and/or other SUITSUIT advertisement or promotional materials or general commendations.

8. Retention of ownership
   1. SUITSUIT retains the ownership of all Products delivered to and to be delivered to Purchaser until full payment has been received. 
   2. As long as the ownership of the delivered Products has not transferred to Purchaser, Purchaser may not pledge or otherwise grant rights to the Products to a third party. 
   3. Purchaser is obliged to store Products delivered under retention of ownership with due care and recognizably as SUITSUIT property. Purchaser is moreover obliged to insure these Products against fire and water damage and against theft. Any claims by Purchaser pursuant to these insurances shall be pledged to SUITSUIT immediately upon request, to serve as security with respect to any claims by SUITSUIT against Purchaser.
   4. If Purchaser should fail to fulfil any of its obligations to SUITSUIT, or if SUITSUIT has grounds to suspect that Purchaser shall fail to fulfil its obligations, SUITSUIT is authorized to reclaim the Products delivered under retention of ownership, without affecting SUITSUIT’s right to further compensation for damages. Purchaser is obliged to fully cooperate in this matter. 
   5. All costs incurred in consequence of returning the reclaimed Products are at Purchaser’s expense.

9. Complaints
   1. Purchaser must examine the Products upon delivery for any shortages or visible defects, and if such shortages or defects are found, to notify SUITSUIT thereof in writing and with stated reasons, within 48 hours of receipt. Non-visible defects should be reported to SUITSUIT by Purchaser within 2 days of their discovery and in any case within 2 days after Purchaser should reasonably have discovered them.
   2. After submitting a complaint as described above to SUITSUIT, Purchaser is required to lend full cooperation to SUITSUIT in examining the validity of the complaint. If Purchaser’s complaint is not found valid, the costs incurred in consequence of the examination shall be charged to Purchaser.
   3. If SUITSUIT establishes that a shortage or defect does exist, of which Purchaser has provided notice in time, then SUITSUIT is, to its own choice, solely obliged to replace the defective products, to remedy the missing products, or to credit or (partly) repay the sum paid for the missing or defective product. If SUITSUIT choose to return (part of) the purchase price, then Purchaser will first need to return the defective products to SUITSUIT.
   4. Purchaser shall in no event be entitled to make any claim against SUITSUIT, if the Products have been used or modified in whole or in part after their delivery.
   5. Every claim to payment of a monetary sum and/or replacement of the item, irrespective of the reason, as well as every right to dissolve the agreement, are annulled at the earliest instance of the following occurrences:
      1. Upon non-timely notification
      2. 14 days following the moment of delivery.

10. Force majeure
    1. SUITSUIT cannot be held liable for any failure to fulfil its obligations for reasons beyond its control (force majeure). Insofar as the fulfilment of obligations has not become permanently impossible, these obligations will be postponed. If the period during which force majeure prohibits SUITSUIT from fulfilling its obligations extends or will extend beyond three months, SUITSUIT is authorized to annul the agreement, without incurring any obligation to pay compensation for damages.
    2. If, upon the occurrence of force majeure at the side of either SUITSUIT or the Purchaser, SUITSUIT has already fulfilled part of its obligations or is only able to fulfil part of its obligations, SUITSUIT is authorized to separately invoice the part already fulfilled or to be fulfilled, and Purchaser is obliged to settle this invoice as if it concerned a separate agreement.
    3. Force majeure affecting SUITSUIT is any case though not exclusively understood to include all circumstances as a result of which SUITSUIT can no longer be reasonably expected to fulfil the agreement, which circumstances in any case include transportation disruptions, the full or partial failure to perform by SUITSUIT’s suppliers or transporters, the full or partial failure to perform by third parties hired by SUITSUIT to fulfil the agreement, restrictive measures by public authorities (including: the refusal to grant a required license), a disruption or interruption of the supply or availability of electricity, a disruption or interruption of the functioning of any public utility company, a disruption or interruption or cessation of the supply of raw materials, semi-finished goods, end products, and furthermore any circumstance that SUITSUIT could not reasonably have anticipated and which it cannot influence.

11. Liability
    1. The liability of SUITSUIT on the grounds of any attributable shortcoming is limited to the provisions of Article 9, clause 3.
    2. SUITSUIT cannot be held liable for consequential damages, including but not limited to turnover loss, damages due to business stagnation, and/or profit loss on the part of Purchaser.
    3. Purchaser fully indemnifies SUITSUIT against all third-party claims pertaining to Products or Services delivered to Purchaser, irrespective of the reason.
    4. The aforesaid limitation of liability does not apply in cases in which the damage is the result of deliberate intent or recklessness by or attributable to SUITSUIT or to subordinates forming part of its operational management.

12. Intellectual property rights
    1. All intellectual property rights and copyright to drawings, artist impressions, sketches, products, software, drawings, specifications, know-how and other information (in the broadest sense of the term) that are provided by or on behalf of SUITSUIT, are owned by SUITSUIT. Purchaser is prohibited from copying and/or distributing any products, software, drawings, specifications, know-how and other information owned by SUITSUIT without SUITSUIT’s written permission. Purchaser is obliged to treat all information received from SUITSUIT with strict confidentiality, and Purchaser is prohibited from sharing that information and know-how with third parties without the prior written permission of SUITSUIT. Purchaser is also prohibited from using this information and knowhow for other matters, except where provided for explicitly and in writing in an agreement subject to these Conditions.
    2. Purchaser is prohibited from copying products, samples, drawings, stereotypes, logos, patterns, tools, and the like (even if these have been created in collaboration or at the Purchaser’s expense) and the items produced therewith, without SUITSUIT’s prior written permission, or to use these in any other manner except where provided for explicitly and in writing in an agreement subject to these Conditions.
    3. Proofs, artist’s impressions, negatives, samples, patterns, tool and the like remain the property of SUITSUIT, also if they were produced by order from Purchaser and/or the production costs were charged to Purchaser.
    4. If any intellectual property rights ensue and/or can be claimed in consequence of the fulfilment of an agreement subject to these Conditions, then these rights shall be owned by SUITSUIT and shall where necessary be transferred by Purchaser to SUITSUIT. Purchaser indemnifies SUITSUIT against all third-party claims, including Purchaser’s customers, which result from infringements of an intellectual property right with regard to the production, delivery or use of a Product or Service, produced or performed according to Purchaser’s specifications. This indemnification also applies if SUITSUIT introduces changes to an existing item or product by Purchaser’s order.
    5. SUITSUIT is permitted to display in print form to third parties, at trade fairs or otherwise, products made especially for Purchaser, whether or not according to specifications of Purchaser and/or its customers. SUITSUIT is additionally permitted to provide these products to third parties as visual sample for the purpose of demonstrating its (print) possibilities.

13. Recall
    1. Purchaser must guarantee that he can and shall lend his full cooperation to SUITSUIT, should SUITSUIT decide for any reason to recall Products from the market or to issue any warnings regarding Products to purchasers or end users (‘Recall’). 
    2. Purchaser shall, at SUITSUIT’s first request, sell back and return to SUITSUIT all Products kept in stock if SUITSUIT decides to make such Recall request, for which Purchaser shall be refunded the original purchase price.
    3. Purchaser shall, in a timely manner, provide to SUITSUIT all information to enable SUITSUIT to notify purchasers or end users of a Recall in a timely manner.
    4. Purchaser shall arrange its operational management in such a manner that it is capable of providing the information described in the foregoing clauses. The stipulations of EU Directive 2001/95/EC concerning General Product Safety apply as principle here.

14. Relinquishment of rights by SUITSUIT
    1. Any relinquishment of one or more rights by SUITSUIT with respect to the infringement of any provision of these Conditions does not form a relinquishment of one or more rights with respect to the infringement of other provisions, nor with respect to any subsequent infringement of the same provision.

15. Changes to the General Conditions of Sale
    1. SUITSUIT is entitled to amend the provisions set out in these Conditions as and when required by circumstances. Purchaser accepts that any changes to these Conditions, pursuant to this article, are binding for Purchaser with respect to orders placed by Purchaser after Purchaser has been duly notified of such changes by SUITSUIT.

16. Conversion 
    1. If and insofar as any provision in these Conditions cannot be invoked, on the grounds of for example (but not limited to) reasonableness and fairness or unreasonably burdensome character, then this provision shall have a meaning as much as possible similar in content and scope, that can be invoked.

17. Communication
    1. Unless explicitly indicated otherwise in these Conditions, all communication directed at SUITSUIT in the context of these Conditions or any agreement based thereon, shall only be considered valid if communicated in writing, by letter or email, to the following address:
       SUITSUIT INTERNATIONAL BV, Nieuwegracht 8-01, NL-3763 LB, Soest, the Netherlands, or info@suitsuit.nl.

18. Suspension and dissolution
    1. Without prejudice to the rights of SUITSUIT under these Conditions or under the law, SUITSUIT is entitled to suspend the (further) performance of any agreement concluded with Purchaser, or to dissolve such agreement in whole or in part, if Purchaser fails to fulfill one of its obligations to SUITSUIT, or if SUITSUIT suspects that Purchaser shall not fulfill its obligations and Purchaser is unable to provide adequate assurances concerning this fulfillment at first request. SUITSUIT shall in any event be entitled to this right and authority in one or more of the following cases: if Purchaser changes its form of enterprise or if a change in the control of the enterprise occurs; if any of Purchaser’s assets are impounded, if Purchaser applies for a suspension of payments, is declared bankrupt or otherwise loses the right to freely manage his property; if Purchaser enters liquidation, or passes away, or if Purchaser is a corporation, is dissolved. Any right of the Purchaser to defer performance is hereby excluded.

19. Applicable law and disputes
    1. All agreements between SUITSUIT and Purchaser are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.
    2. All disputes shall be brought before the competent judge in the Netherlands.

Soest, January 2019

 

SUITSUIT INTERNATIONAL BV

Nieuwegracht 8-01
NL-3762 EC, Soest
The Netherlands

This translation of SUITSUIT’s General Conditions of Sale has been prepared with utmost care.
However, in the event of any discrepancy between the English version and the Dutch version, the Dutch version shall prevail.