- Article 1 : Definitions1. Commissionee: the private limited company BrightWhiteStudio B.V., with its registered office and principal place of business at Landstraat 10, 7121 CR Aalten, the Netherlands.2. Client: a natural person or legal entity, including an agent or distributor, that has given the Commissionee an instruction to supply products, manufacture goods, perform work or provide services. Article 2 : Applicability1. These General Terms and Conditions apply to all offers, quotes, agreements or other services provided by or agreed upon with the Commissionee.2. The Commissionee explicitly rejects the applicability of any general terms and conditions used by the Client.3. Any departures from these General Terms and Conditions will only be valid on condition that they have been agreed upon in writing between the Commissionee and the Client.4. Applicability of the Vienna Sales Convention to all legal relationships - in the broadest sense of the word - between the Commissionee and the Client is excluded.Article 3 : Offers1. All offers and quotes made by the Commissionee are free of obligation, even if they contain a time limit for acceptance. No rights may be derived from illustrations or samples displayed. 2. Unless explicitly agreed otherwise in writing, all price estimates contained in offers and quotes are subject to approval. All prices or offers quoted are net and are exclusive of VAT, import duties or any other taxes and levies, and any other rights and charges. Article 4 : Entry into force of the contract1. Insofar as this is possible, the contract between the Commissionee and the Client will not enter into force until after the Commissionee and the Client have signed a written agreement for approval, or after the Commissionee has confirmed the instruction in writing. 2. Amendments to contracts already in force will only be valid on condition that they have been agreed upon in writing between the Commissionee and the Client.3. If more than one client is a party to the contract referred to in paragraph 1, all such clients are jointly and severally liable vis-à-vis the Commissionee. Article 5 : Contract1. The Commissionee must make every effort to perform the work and/or services agreed upon for or on behalf of the Client.2. Unless agreed otherwise in writing, delivery of goods must be effected ex warehouse. 3. The periods of time stated are not strict deadlines. Prior notice of default is required in writing. 4. All samples or models displayed to the Client are provided as an indication only; the goods to be supplied by the Commissionee do not have to conform to them. The Client is aware that the Commissionee sells and supplies hand-made clothing and goods, which may therefore differ from one another in respect of size, colour and design, or may differ from the samples or illustrations displayed. 5. Differences in size, quantity and/or dimensions are permitted, as are minor changes. Differences of up to 2 centimetres in the size of the clothing compared to the sample in the same size are permitted without the Commissionee being in any way in breach. With respect to other goods, a difference of no more than 5% is permitted without the Commissionee being in any way in breach. If the difference exceeds this, the Client must inform the Commissionee of this in writing, and the Commissionee must subsequently ensure a replacement at its own discretion, or must refund the purchase price or compensate the Client in another way. 6. The Commissionee is entitled to engage the services of third parties without prior consent being required. Article 6 : Transport1. Transport of all goods and materials, including those sold carriage paid, will be at the Client’s own risk and expense. No obligations towards third parties will change this; such obligations will be deemed to have been acceptedin the interests of the Client and at its own expense.2. The choice of transport and carrier lies with the Commissionee. This also applies to non-carriage paid consignments, unless otherwise agreed upon in writing.3. Unless otherwise agreed, all import and export duties, stamp duties, station charges, clearance charges, taxes, etc., are payable by the Client.4. The Commissionee is entitled to store goods which are ready for delivery and which - due to circumstances beyondthe Commissionee’s control - cannot be transported to their destination or to have them stored by a third party at the Client’s own risk and expense, and to request payment in the same way as if delivery had been effected.5. The risks attaching to transport of the goods will be borne by the Client. If wished, the Client must ensure that the goods to be delivered are insured against such risks. The Commissionee disclaims all liability in this respect.Article 7 : Force majeure1. If the Commissionee is unable to fulfil its obligations as a result of force majeure, the delivery date stated or the period agreed upon for provision of services will be extended by the relevant period for as long as the situation of force majeure continues.
2. Force majeure as referred to in paragraph 1 shall be taken to mean the following (in the Netherlands as well as outside it): war, threat of war, civil war, riots, acts of war, fire, damage caused by water, floods, strikes, sit-ins, lockouts, import and export barriers, government measures, internal or external breakdowns or defects in e.g. machinery, failure or inaccessibility of telecommunications facilities or the Internet, illness, incapacity for work or loss of staff (either for an indefinite period of time or otherwise), power cuts, viruses, and/or delays during transport or the purchasing procedure; all these may occur at the Commissionee’s own company and/or those of third parties from which the Commissionee has to obtain all or part of the necessary goods or services (such as e.g. the manufacturer, producer or importer), as well as during storage or transport, either in-house or otherwise, and furthermore all other circumstances beyond the Commissionee’s control, and all facts and circumstances which mean that the Commissionee cannot reasonably be expected to fulfil its obligations. Article 8 : CancellationThe Client may cancel orders in writing up to three working days after the Commissionee has received such orders. Such cancellations will only be valid after the Commissionee has confirmed them in writing. At this point in time, the Client will be liable to pay the Commissionee compensation amounting to 30% of the sum total of the order, without prejudice to the Commissionee’s right to claim the actual losses it has suffered or will suffer, insofar as these losses exceed the 30% of the sum total of the order, e.g. due to goods or products already ordered or purchased or work performed and/or services provided. Article 9 : Payment1. The Commissionee is entitled to stipulate that the Client makes a down payment before commencement of the order, or at any rate, before carrying it out. If a down payment is made, the Commissionee must first start to carry out the order on receipt of the down payment. 2. If the contract is to be performed in instalments, the Commissionee is entitled to invoice each instalment separately.3. Unless otherwise agreed, the Commissionee must be in possession of the amount stated on the invoice - without discount or deductions - no later than 30 days after the invoice date. 4. Unless otherwise agreed in writing, payments must be made in Euros and must be transferred to a bank account number provided by the Commissionee.5. If the Client fails to effect payment in full within the payment term stipulated, the Client will be in default ipso jure with effect from the due date on the invoice. With effect from the date of default, the Client will be liable to pay the Commissionee 1.5% contractual interest a month on the amount outstanding.6. The Client will not be entitled to any setoff, discount and/or postponement, unless the Parties have explicitly agreedupon this in writing. 7. Payments made by the Client will first be used to settle the costs, secondly to settle the interest, and finally to settlethe principal.Article 10 : Fees and charges1. All fees and charges - including but not limited to administrative charges, collection charges, bailiff’s costs and legalfees, both in and out of court - incurred by the Commissionee in order to ensure that the Client fulfils its obligations will be borne by the Client.2. Insofar as the Client is a natural person not practising a profession or operating a business, the collection charges calculated on the principal will be as follows (total amount payable): between € - € 2,500 15% € 2,500.01 € 5,000 10% € 5,000.01 € 10,000 5% € 10,000.01 € 200,000 1%from € 200,000.01 0.5%Collection charges will be payable after the Commissionee has sent the Client a demand for payment stipulating a period of 14 days during which payment must be effected. The Client will not be liable to pay the Commissionee collection charges in accordance with the above table until after expiry of the aforesaid period of 14 days; this amount must be at least € 40 and may not exceed € 6,775.3. Insofar as the Client is a legal entity, or a natural person practising a profession or operating a business, the collection charges will be 15% of the total amount payable; this amount must be at least € 100. The Client will not be liable to pay the Commissionee extrajudicial collection charges until after expiry of the payment term of 30 days after the invoice date. Payment must be effected directly and automatically, without any further notice of default or demands for payment being required. Article 11 : Liability1. Insofar as this is possible, the Commissionee is only liable for losses suffered by the Client - or by third parties - which are a direct and exclusive consequence of intentional act or gross negligence on the part of the Commissionee or its executive staff.2. Insofar as this is possible, the Commissionee’s liability will at all times be limited to the net invoice amount for the goods supplied or the services provided up to a maximum of € 1,000, including cases in which the Commissionee is liable vis-à-vis the Client without being guilty of intentional act or gross negligence.
3. Consequential damage and trading loss, or any other indirect damage including but not limited to losses suffered, loss of profits and damage due to theft or loss, will not at any time be eligible for compensation. The Client must insure itself against this, if wished. Article 12 : Complaints1. On receipt of goods supplied, the Client must immediately inspect these goods for external defects, damage and other visible faults, and for defects that are not immediately visible as soon as possible after this. 2. Insofar as this is possible, all complaints relating to the goods supplied must be submitted to the Commissionee in writing, thereby stating the grounds for complaint, no later than 2 working days after delivery with respect to visible defects, and no later than 2 working days after discovery - or after the date on which such defects ought to have beendiscovered - with respect to defects that are not immediately visible. Complaints relating to services provided must be submitted no later than 2 working days after the relevant service has been provided.3. The Commissionee is under no obligation to deal with complaints which are not submitted within the time specified or which are unsubstantiated. 4. Complaints submitted to the Commissionee within the time specified and in the correct manner do not entitle the Client to postpone or offset payment of the purchase price and/or fees, nor is the Client entitled to terminate all or partof the contract concluded between the Parties. 5. In the event that the Commissionee declares a complaint to be valid, the Commissionee will only be obliged to supply new products to replace the defective ones, or to provide comparable services, either new or otherwise, or to refund the purchase price stated on the invoice, at the Commissionee’s discretion. No goods may be returned to the Commissionee unless prior consent thereto has been obtained from the Commissionee, and the Commissionee is under no obligation whatsoever to automatically replace or repair any goods returned or to refund the purchase price of such goods. 6. All legal proceedings and defences based on complaints submitted must be instituted against the Commissionee no later than six months after the complaint has been submitted, at the risk of forfeiting this right. Article 13 : Termination1. The Commissionee is entitled to terminate the contract concluded with the Client in the event of suspension of payments, application for or granting of a moratorium, a bankruptcy order, the granting of a debt rescheduling arrangement, liquidation of the Client’s assets, or if the Client loses the power to dispose of its capital, either due to attachment or otherwise.Article 14 : Retention of title1. All goods supplied or delivered or still to be supplied or delivered will remain the property of the Commissionee untilsuch time as the Client has paid the purchase price agreed upon for such goods and the remaining goods or services as referred to in Book 3 Article 92 paragraph 2 of the Civil Code, including the interest and costs payable.2. The Client is not permitted to encumber, dispose of or otherwise rid itself of the goods as long as the retention of title remains in force. Article 15 : Intellectual property and copyright1. The Commissionee explicitly retains all rights and powers vested in it pursuant to the Copyright Act.2. The Client is not permitted to make any changes in the goods supplied by the Commissionee, unless this is necessary in view of the nature of the goods supplied or unless otherwise agreed upon in writing.3. Unless explicitly agreed otherwise in writing, all designs, drawings, samples, descriptions, illustrations, videos, software, files, electronic files, etc. created by the Commissionee in connection with the contract will remain the property of the Commissionee, regardless of whether they have been placed at the disposal of the Client or of third parties.4. All items provided by the user, including but not limited to designs, sketches, drawings, samples, descriptions, illustrations, videos, software, files, electronic files, etc., are exclusively intended for use by the Client. The Client may not reproduce these items, publish them or bring them to the knowledge of third parties unless this is necessary in view of the nature of the items provided, without prior written consent from the Commissionee.5. The Commissionee reserves the right to utilise any increase in its knowledge resulting from performance of the work for other purposes, insofar as no confidential information is brought to the knowledge of third parties by so doing.Article 16 : Jurisdiction and applicable law 1. The Dutch court will have exclusive jurisdiction. 2. Dutch law will exclusively apply to all contracts concluded between the Commissionee and the Client. 3. The Dutch court - including the sub-district court - in the Commissionee’s place of business is exclusively competent to take cognisance of all disputes between the Commissionee and the Client, unless the law or international treaties explicitly and compulsorily provide otherwise. These General Terms and Conditions were filed with the Chamber of Commerce in Arnhem on August 22nd 2016 and registered there under registration number 66 344 654