GENERAL CONDITIONS - BUSINESS TO BUSINESS MASON GARMENTS B.V.
1) The present general conditions govern all contracts between the purchaser and Mason Garments BV (the producer) and are intrinsic part of each legal agreement between the parties.
2) The contract is understood to be concluded when the formal acceptance of the order made by the producer reaches the purchaser or when the producer executes the order made by the purchaser. The purchaser order is irrevocable and binding for the purchaser who signed it and is not binding for the producer, who is entitled to not accept it wholly or partially.
3) The delivery of goods is understood to be preformed by the producer by handing the goods over the first carrier, chosen by the producer for the transmission of the goods to the purchaser. The goods are conveyed at the risk and peril of the purchaser, even when free of delivery charges.
4) The deadline for delivery stated in the orders, in the letters of acceptance and in the contracts, is not essential and has been set on a purely indicative basis. In any case a 30 days margin shall be allowed on the above mentioned deadline.
5) The purchaser hereby acknowledges that the producer has the right to suspend the delivery of one or more orders in case of delay or total partial failure of the purchaser to preform previous contracts, or if, in the view of the producer, no subject to challenge, the solvency of the purchaser is deemed to be non existent or diminished.
6) Should one of the conditions indicate at point 5) verify, the purchaser acknowledges hereby the right of the producer to discharge the contract by writing, even by telex. The producer has the right to obtain damages.
7) The purchaser hereby acknowledges that producer has the right to undertake deliveries in the basis of quality, models of types selected according to the discretion of the producer, not subject to challenge. The purchaser likewise authorizes the producer to suspended the delivery of goods at any time at the discretion of the same.
8) Causes of force majeure, including strikes in the sector and by suppliers of the raw materials used in the manufacturing of the goods sold shall lead to a further 30-days extension of the terms of delivery, besides the ones set forth in point 4) above.
9) The purchaser, in the cases set forth points 4), 5), 6), 7), and 8) above, may not, under any circumstances, refuse the receipt of goods or claim damages from the producer for delay or failure to deliver the order wholly or partially.
10) The purchaser breaches the contract and penalty of euro 100.00 per each day of delay is due by the same if, without lawful cause or in breach of point 9) above, the purchaser refuses to take over the goods or to do all the acts which could reasonably be expected of him in order to enable the seller to make delivery. The producer has the right to obtain damages for actual damage and for loss of profit above the penalty above.
11) Complaints and objection as to the quality of the goods and proper manufacturing of the garments/ shoes shall be advanced exclusively by registered letter addressed to the registered ofEices of the producer, to be handed over no later than the eighth day after the receipt of the goods. The period of eight days begins to run form the moment the letter is handed in for dispatch. The guarantee regarding defects in the quality of the goods and the manufacturing of the garments/shoes/ shoes in excluded after the expiration of the period of eight days form the receipt of the goods.
12) Unless otherwise expressly provided in writing, the producer may not sell to or via third parties goods, which are identical to those concerned in this contract.
13) The goods identified and shown by color, fabric and type of manufacturing as stated in the contract are hereby acknowledged by the purchaser to be in compliance with the sample of the same exhibited by and originating from the producer. Should there be considerable differences in the goods with respect to the sample, the purchaser may not demand the return of the goods and may not suspend payments until the completion of the inspection performed in agreement whit the producer and pursuant to the forms provided for under current Dutch legislation.
14) The settlement of the agreed price shall be made according by issue of one or more bills of exchange for the amount, whit agreed expiry dates, to be presented to the purchaser through a bank.
15) Any discount granted on invoices shall always depend on the prompt settlement of payments: therefore, in case of failure to pay or delays in settlement of invoices, these discounts shall be revoked and the amount debited to the purchaser.
16) The goods shall remain the full property of the producer until the complete payment of the same by purchaser. (Retention of title).
17) The parties agree that any challenge of controversy arising between the parties with regard to the stipulation and execution of the contract of agreements deriving from it will be submitted to the Dutch adjudicatory authority and to the jurisdiction of the Court of Amsterdam. The parties agree that above mentioned adjudicatory authority are exclusive for the purchaser only and are facultative for the producer who has the right to choose them or the purchaser’s Country adjudicatory authority and the court having territorial jurisdiction on the basis of the registered office of the purchaser.
18) The purchaser hereby agrees not to sell, transfer or in any case give the goods stated in the contract to other retailers, sellers or wholesalers units for at least three years from the purchase date and therefore from the date of this contract. The purchaser shall in any case be obliged in the case of the sale of the garments/shoes/shoes after the aforesaid three year period, to remove from the garments/shoes/ shoes the labels and/or other image referring to the producer firm. The purchaser hereby agrees in case of failure to comply with the aforesaid condition to pay the producer firm a penalty of euro 400.00 for each item sold in violation of the conditions agreed and accepted herein.
19) The purchaser hereby agrees not to sell the goods stated in the contract for less than the manufacturer suggested retail price, this to prevent any economic advantage online or offline. This excludes incidental SALE actions.
The following clause are specifically approved; 2) producer option not to accept order; 3) purchaser’s risks of transport of goods; 4) terms of delivery margin and not essential; 5) right of the producer to suspend the delivery in case of delay or total or partial failure of the purchaser to perform previous contracts, or in case the solvency of the purchaser is deemed to be non existent or diminished; 6) right of the producer to discharge the contract in case of delay or total or partial failure of the purchaser to perform previous contracts, or in case the solvency of the purchaser is deemed to be non existent or diminished; 7) option to deliver in lots and authorization to suspend execution of contract at any time; 8) cause of force majeure, extension of the terms of delivery; 9) liability of the purchaser to receive the goods; 10) breach of contract and penalty of euro 100.00 par day in case of purchaser’s refuse to receive the goods; 11) guarantee for defects of goods, term of 8 day from the receipt of goods; 12) right of the producer to sell to third parties goods identical to those sold to the purchaser; 13) inspection procedure in case of differences in the goods with respect to the sample and liability of purchaser to receive and pay goods; 14) interests in case of delay in payment; 15) revocation of discount for non compliance whit conditions of payment; 16) ownership of goods; 18) prohibition to sell, transfer or give goods stated in the contracts to other retailers, sellers or wholesalers units penalty of euro 400.00 for each item sold in violation of conditions.