General (delivery) terms and conditions 

Azulae B.V. 

Article 1. Definitions
In these general terms and conditions, the following definitions shall apply:
1. Buyer / Purchaser: the legal and/or natural person who has given the Seller an Order to Supply certain Products.
2. Call-off: Order from the Buyer to the Seller to start delivering a part of the Products for which it has given the Seller an Order to Deliver.
3. Consumer: the natural person not acting in the exercise of a profession or business and who uses the services of the Seller.
4. Delivery: the first offering and/or making available of the Products by the Seller to the Buyer.
5. Delivery Date: the day specified in the Agreement on which Delivery should take place. 6. Delivery period: the period stated in the Agreement within which the Products shall be available to the Buyer.
7. Term of the Agreement: the period between the date of issue of the Order and the date of the last time the Products may be delivered under the terms of the Agreement.
8. After-order: request by the Buyer to the Seller, following an earlier Order, to (start) delivering additional quantities of certain Products.
9. Order confirmation: acceptance by the Seller of the Buyer's Order, in which the Seller indicates which Products it will deliver.
10. Order: request by the Buyer to the Seller to deliver or start delivering certain Products to it.
11. Agreement: any Agreement between the Seller and the Buyer relating to the purchase and sale of Products and/or the provision of services relating thereto.
12. Parties: the Seller and the Buyer together.
13. Products: textile and/or clothing articles delivered to the Buyer by or on behalf of the Seller.
14. Complaint: the making known by Buyer to Seller of all complaints by Buyer relating to a Delivery and/or Products delivered by or on behalf of Seller.
15. Hidden defect: defect that is not visible, or otherwise not observable, the existence of which only becomes apparent during the treatment or processing of the substances, or during the use of the articles manufactured from the substances or delivered Products.
16.Seller: the private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) Azulae B.V., with its registered office in Lijnden, with its principal place of business at Tokyostraat 1-5 in(1175 RB) Lijnden, and the user of these general terms and conditions in accordance with article 6:231 sub B of the Dutch Civil Code.

Article 2. Applicability of general terms and conditions
2.1. These general terms and conditions apply to all offers, quotations, work, Orders and Agreements of the Seller with the Buyer. These conditions may also apply to Agreements concerning the purchase/sale, Delivery and payment of textile and clothing articles outside the Netherlands.
2.2. These conditions also apply to Agreements with the Seller for the execution of which third parties have to be engaged by the Seller.
2.3. The applicability of any purchase or other conditions of Buyer is expressly rejected. The Buyer may only appeal to conditions that deviate from these terms and conditions and/or to his own terms and conditions if those terms or conditions have been expressly accepted by the Seller in writing
2.4. If one or more provisions in these general terms and conditions should at any time be wholly or partially void or nullified, the other provisions of these general terms and conditions shall remain fully applicable. The Seller and the Buyer shall in that case consult to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and meaning of the original provisions. 
2.5. If the Seller does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that the Seller would to any extent lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
2.6. The Seller is at all times authorized to amend these general (delivery) terms and conditions. The Seller shall inform the Buyer of the amendments. These amendments shall apply to all existing and future agreements from the effective date. If the Buyer is a Consumer, the Buyer has the right to terminate the Agreement prematurely, if and insofar as the amendment materially changes the services to be provided by the Seller.
2.7. In case these general terms and conditions, Agreement and the Order confirmation contain mutually conflicting provisions, the provisions contained in the Order confirmation or in the Agreement shall prevail over the provisions in these general (delivery) terms and conditions.
2.8. In the event of a discrepancy between these general terms and conditions and a translation thereof, the Dutch text of these general (delivery) terms and conditions shall prevail.

Article 3. Quotations, offers, communications
1. All quotations, offers and similar communications from the Seller are without obligation, unless expressly stated otherwise in the quotation. The Seller may revoke a non-binding offer, even if the offer has been accepted by the Buyer, but only within 4 working days after acceptance of the offer by the Buyer. If no revocation takes place within 4 working days after acceptance, an Agreement has been established.
2. A firm quotation is an irrevocable quotation which, unless the Parties agree otherwise, expires at 24:00 hours of the 5th working day after the day on which the firm quotation was issued, unless the Seller agrees to a later acceptance. In the event of timely acceptance of a firm offer, an Agreement between the Seller and the Buyer shall then have been formed at the time the notice of acceptance by the Buyer has reached the Seller.
3. If no acceptance period is set, the quotation or offer cannot in any way confer any rights if the Product to which the quotation or offer relates is no longer available in the meantime.
4. The documents and data forming part of the quotation are as accurate as possible, but without obligation. They are and remain the (intellectual) property of the Seller.
5. The prices in the quotations mentioned are exclusive of VAT and other government levies and other costs incurred for the Order, such as shipping and administration costs, unless otherwise indicated.
6. If the acceptance deviates (on minor points) from the quotation included in the offer, the Seller shall not be bound by it. The Order will then not be concluded according to this deviating acceptance, unless the Seller indicates otherwise. In the event of verbal (telephone) changes to the Order by the Buyer, without written confirmation, the risk of execution shall be borne by the Buyer. Any additional costs associated with changes to the original Order communicated verbally or in writing by the Buyer shall be charged in full to the Buyer.
7. A composite quotation does not oblige the Seller to carry out part of the Order at a corresponding part of the quoted price. 
8. Seller cannot be held to its quotations or offers if Buyer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

Article 4. Orders and Order confirmations
1.The content of the Agreement is the content of the Order that the Buyer has given to the Seller orally or in writing, unless the Seller confirms the Order to the Buyer in writing. In that case, the content of the Agreement is equal to the content of the Seller's Order confirmation.
2. If the Order is cancelled within 30 days of written acceptance, no fee will be charged, after this period the Seller will charge the Buyer 25% of the cancelled Order.
3. If a Buyer disagrees with discrepancy(s) in the Order confirmation sent by the Seller, it must inform the Seller in writing within 8 working days of receiving the Order confirmation and the accompanying letter to reject the contents of the Order confirmation, failing which the Buyer is deemed to have agreed to the agreed to the contents of the Order confirmation.

Article 5. Conclusion and Term of the Agreement
1.The Order confirmation reflects the content of the Agreement, subject to proof to the contrary.
2. The Agreement between the Seller and the Buyer is entered into for a definite period, unless the nature of the Agreement dictates otherwise or if the Parties expressly agree otherwise in writing.
3. Buyer shall ensure that all data which the Seller indicates are necessary or which Buyer should reasonably understand are necessary for the performance of the Agreement are provided to Seller in good time. If the data required for the performance of the Agreement have not been provided to the Seller on time, the Seller shall be entitled to suspend the performance of the Agreement and/or to charge the Buyer for the additional costs resulting from the delay in accordance with the then customary rates. The Seller shall not be liable for damage, of whatever nature, because the Seller has relied on incorrect and/or incomplete data provided by the Buyer. 

Article 6. Execution of the Agreement
1.The Seller will carry out the work to be performed under the Agreement with due care in accordance with the requirements of good workmanship.
2. If the Seller uses the services of third parties in carrying out its activities, it will not be liable for their conduct, without prejudice to its obligation to exercise due care in selecting these third parties and, if reasonably possible, to consult with Buyer about the use of third parties. 
3. Buyer shall ensure that items and data which the Seller, in its opinion, needs for the proper execution of the Order are available in sufficient quantities, on time and in the desired form, and guarantees their accuracy, completeness and reliability, even if they originate from third parties. 
4. Buyer who has not called on time is entitled to an additional call-off period of 8 working days, starting on the first working day following the working day on which he received a written summons to Call from the Seller. However, no right to an additional call-off period exists if a date has been agreed for the Delivery.
5. In case of late Call-off, the Delivery period or the Delivery Date shall be postponed by 15 working days, except if the Agreement relates to Products that must be ready at the agreed time of Call-off.
6. If Buyer has also failed to call within the additional Call-off period, the Seller may deliver the Products to Buyer or store the Products in its warehouse or elsewhere at Buyer's expense and risk, including the risk of quality or depreciation. By such storage, the Products shall be deemed delivered. 
7. If the Buyer refuses to take delivery of the Products delivered or if the Products have not been taken delivery of by the Buyer after the expiry of the Delivery period, the Seller proceed to store those Products at the Buyer's expense and risk.

Article 7. Delivery period
1.If no Delivery Date or period is indicated, a Delivery period of 6 (six) months from the date of conclusion of the Agreement. The indication of the Delivery period shall always be approximate, unless expressly agreed otherwise in writing. 
2. If a term has been agreed or stated by the Seller for the Delivery of Products, this shall never be a deadline. If a term is exceeded, the Buyer must therefore give the Seller written notice of default. The Seller should be given a reasonable period in which to perform the Agreement.
3. If the Agreement does not specify the time of classification of the Delivery, the Buyer is obliged to give notice of default no later than 8 weeks before the agreed 8 weeks before the agreed Delivery Date or 8 weeks before the end of the agreed Delivery period to schedule the desired Delivery of the Order.
4. If a Buyer has not classified within the classification period, the Seller may perform the classification itself.
5. Exceeding the stated Delivery period shall not oblige the Seller to pay any compensation and shall not entitle Buyer to cancel or rescind the Agreement or to refuse to take delivery.

Article 8. Delivery and transport
1. The Delivery will be deemed to have taken place at the time of the first offer by the carrier engaged by the Seller or delivery of the Products to the Buyer's warehouse or to another address specified by the Buyer.
2. From the moment of Delivery, the Products are at the risk of the Buyer. 
3. The costs of transporting the Products in connection with Delivery may be charged to Buyer. 
4. The Seller will arrange insurance for the transport of the Products on behalf of the Buyer up to the amount of the  purchase price that has been paid or should be paid by the Buyer. The cost may be charged by Seller to Buyer. Insurance is provided against the normal transport risk and not against extraordinary risks. In the event of damage, the Seller shall settle the loss with the insurer. 
5. Partial deliveries of Products are permitted. The Seller is entitled to invoice each partial delivery separately.
6. If the Products have not been taken delivery of by the Buyer after the expiry of the Delivery Period, they will be stored at the Buyer's disposal, at its expense and risk.
7. Unless expressly agreed otherwise, the Products will be delivered DPD.

Article 9. Retention of title
1. All Products delivered by the Seller will remain Seller's property until Buyer has fulfilled all subsequent obligations under all Agreements concluded with Seller.
2. Buyer is not authorised to pledge the Products subject to retention of title or in any other way encumber them or create a restricted right on them if ownership of the Products has not yet been fully transferred.
3. If third parties levy an attachment on the Products delivered under retention of title or wish to create or enforce rights to them, the Buyer shall be obliged to inform the Seller thereof as soon as may reasonably be expected.
4. In the event that Seller wishes to exercise its property rights referred to in this Article, Buyer hereby unconditionally and irrevocably authorises and empowers the Seller or third parties to be designated by the Seller to enter all those places where the Seller's property is located and to repossess those Products.

Article 10. Amendment, suspension and dissolution of the Agreement
1.If, during the execution of the Agreement, it becomes apparent that it is necessary to amend or supplement it for the proper execution thereof, the Parties will amend the Agreement in good time and in mutual consultation. 
2. The Seller will be authorised to suspend the fulfilment of its obligations or to dissolve the Agreement if the Buyer fails to fulfil its obligations under the Agreement or to do so in full or in time, if circumstances come to the Seller's knowledge after the Agreement has been concluded which give it good reason to fear that the Buyer will fail to fulfil its obligations or if, as a result of a delay on the part of the Buyer, the Seller can no longer be required to fulfil the Agreement on the terms originally agreed. Non-compliance by the Buyer is also understood to mean if the Buyer has not paid all instalments on time and in full.
3. Furthermore, the Seller is authorised to terminate the Agreement prematurely if circumstances arise of such a nature that performance of the Agreement is impossible or if other circumstances arise of such a nature that the Seller cannot reasonably be required to maintain the Agreement unamended.
4. If the Agreement is dissolved or terminated, the Seller's claims against Buyer are immediately due. If the Seller suspends fulfilment of its obligations, it retains its claims under the law and the Agreement.
5. If the Seller proceeds with suspension or dissolution, it will not be obliged in any way to compensate for damage and costs caused in any way.
6. If the dissolution or termination of the Agreement is attributable to the Buyer, the Seller will be entitled to compensation for damage, including any costs incurred as a result directly and indirectly.
7. In the event of liquidation, (an application for) a moratorium or bankruptcy, seizure - if and insofar as the seizure has not been lifted within three months - at the Buyer's expense, debt rescheduling or any other circumstance as a result of which the Buyer can no longer dispose freely of its assets, the Seller will be free to terminate the Agreement at once and with immediate effect or to cancel the Agreement, without any obligation on its part to pay any compensation or indemnification. The Seller's claims against the Buyer shall in that case be immediately due.

Article 11. Force majeure
1. The Seller will not be obliged to fulfil any obligation towards the Buyer if it is prevented from doing so as a result of a circumstance that cannot be attributed to any fault on its part and for which it cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.
2. In these general terms and conditions, force majeure is understood, in addition to its definition in the law and case law, to mean all external causes, foreseen or unforeseen, over which the Seller cannot exercise any control, but which prevent the Seller from fulfilling its obligations. Force majeure shall in any case include: war, threat of war, civil war, riots, flooding, water damage, acts of war, fire, transport difficulties, unforeseen technical complications, operational breakdowns at the Seller or its suppliers and non-performance by the Seller's suppliers. This includes strikes at the Seller's company or at third parties. The Seller also has the right to invoke force majeure if the circumstance preventing (further) fulfilment of the Agreement occurs after the Seller should have fulfilled its commitment.
3. In the event of force majeure, the Seller will be entitled to suspend performance of the Agreement without judicial intervention, or to regard the Agreement as dissolved in whole or in part, without the Seller being liable to pay any compensation. If this period exceeds two months, the Buyer is entitled to dissolve the Agreement.
4. If, at the time when the force majeure occurs, the Seller has already partially fulfilled its obligations under the Agreement or will be able to fulfil them, and the fulfilled or still to be fulfilled part has independent value, the Seller will be entitled to invoice the fulfilled or still to be fulfilled part separately. The Buyer shall be obliged to pay this invoice as if it were a separate Agreement.

Article 12. Prices and increase
1. All prices are exclusive of VAT and other government-imposed levies. 
2. If performance of the Agreement is suspended or terminated by the Seller, the Seller will be entitled to full payment of costs incurred up to the time of suspension or termination.
3. If price changes - not being price changes arising from the law - occur after the Agreement has been concluded as a result of, for example, changed import prices, changes in exchange rates or changes in the manufacturer's or supplier's price, the Seller will be entitled to increase the price accordingly or to dissolve the Agreement. 
4. If a price change occurs within 3 months of the conclusion of the Agreement but before delivery, Buyer will be entitled to dissolve the Agreement.

Article 13. Payment and collection
1. Payments by Buyer should be made no later than the due dates in a manner to be indicated by Seller.
2. If, in the opinion of the Buyer, the price or costs charged by the Seller are not correct, the Buyer should inform the Seller of this in writing, giving reasons, as soon as possible but no later than fourteen days after the payment due date.
3.The Buyer will never be entitled to set off the amount it owes the Seller. Objections to the amount of an invoice do not suspend the payment obligation. Buyer not entitled to invoke Section 6.5.3 (Articles 231 to 247 Book 6 of the Dutch Civil Code) and is also not entitled to suspend payment of an invoice for any other reason.
4. If the Buyer fails to pay the amounts due within the agreed period, the Buyer will thereby owe statutory (commercial) interest on the outstanding amount without any notice of default being required. If, after notice of default, the Buyer fails to pay the outstanding amount to the Seller, the claim may be passed on to a third party, in which case the Buyer shall be obliged to pay the extrajudicial collection costs in addition to the total amount then due. If the Buyer is acting in the course of a business or profession, the Buyer shall be obliged to pay all judicial and extrajudicial collection costs incurred by the Seller. If the Buyer is a Consumer, these costs will be determined on the basis of the Collection Costs Act (Wet Incassokosten: ‘’WIK’’).
5. The Seller will be entitled to apply the payments made by the Buyer first to reduce the costs, then to reduce the interest falling due and finally to reduce the principal sum and current interest. The Seller may, without thereby being in default, refuse an offer of payment if the Buyer indicates a different sequence for allocating payment. The Seller may refuse full repayment of the principal sum, if said repayment does not include the interest due and accrued and collection costs.

Article 14. Intellectual property
1.Seller reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. The Seller is entitled to use the knowledge acquired by it in the execution of an Agreement for other purposes as well, to the extent that no strictly confidential information of the Buyer is brought to the notice of third parties.
2. All items delivered by the Seller, such as plans, designs, approaches, sketches, drawings, films, plans, software and (electronic) files, will remain the property of Seller, unless otherwise agreed in writing. The Seller grants a licence to the Buyer for the use thereof. The Seller is and shall remain, irrespective of the share in the creation thereof of the client itself or of third parties engaged in the execution of the Order, exclusively entitled to any copyright or other intellectual property right on works produced in the execution of the Order, unless the contrary is expressly stated. This shall also apply if the relevant works, activities or related items are stated as a separate item on the quotation, in the offer or on the invoice.

Article 15. Complaints
1.The Buyer is obliged to examine the delivered Products at the time of Delivery. In doing so, the Buyer must examine whether the quality, quantity and correctness of the delivered correspond with what was agreed.
2. Under penalty of forfeiture of Buyer's right, Buyer must report complaints about the delivered Products by Buyer to Seller in writing by e-mail within 8 days of discovery, but no later than 14 days after Delivery of the Products in question. The report must contain a description of the shortcoming that is as detailed as possible, so that Seller is able to respond adequately.
3. In deviation from the statutory limitation periods, the limitation period for all other claims and defences against Seller and third parties involved by Seller in the performance of the Agreement is one year.
4. The existence of a complaint does not affect Buyer's obligation to pay.

Article 16. Liability 
1. If the Seller is liable, this liability is limited to what is stipulated in this article.
2. The Seller is not liable for damage, of whatever nature, caused by the Seller having relied on incorrect and/or incomplete information provided by or on behalf of the Buyer.
3. If the Seller is liable for any damage, the Seller's liability is limited to the invoice value of the Agreement, or at least to that part of the Agreement to which the liability relates. Seller's liability is in any case limited to the amount of damage that is paid out by the insurance company per event per year. If and to the extent that the insurance does not pay out, for whatever reason, the total compensation for direct damage will amount to a maximum of € 5,000 (excluding VAT).
4. The Seller's liability for attributable failure to comply with the Agreement shall only arise if the Buyer promptly and properly notifies the Seller in writing of the default, setting a reasonable period within which to remedy the default, and the Seller continues to fail to comply with its obligations after that period.
5. The Seller is only liable for direct damages. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to have the defective performance of the Seller comply with the Agreement, insofar as these can be attributed to the Seller and reasonable costs incurred to prevent or limit damage, insofar as the Buyer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. 
6. The Seller is never liable for indirect damages, including consequential damage, lost profit, missed savings and damages due to business stagnation. 
7. The limitations of liability included in this article does not apply if the damage is due to intent or gross negligence on the part of the Seller.

Article 17. Indemnities
The Buyer indemnifies the Seller against claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to parties other than the Seller. If the Seller is approached by third parties on this basis, the Buyer is obliged to assist the Seller both out of court and in court and to immediately do everything that may be expected of him in that case. If Buyer fails to take adequate measures, the Seller is entitled to do so himself without notice of default. All costs and damage incurred by the Seller and third parties as a result thereof shall be entirely for the account and risk of the Buyer.

Article 18. Confidentiality
1. The Seller and the Buyer are obliged to maintain confidentiality of confidential information towards third parties. Information is deemed to be confidential if this has been indicated by the other party or if this is apparent from the (type of) information. The various knowledge of the Seller, including methodology, results and lessons in whatever form, is in any case part of the data that must be kept confidential by Buyer.
2. If the Seller, according to a statutory provision or a court ruling, provides confidential information to third parties - designated by law or the competent court - and cannot invoke a legal right to refuse to give evidence or a right recognised or permitted by the competent court, it shall not be obliged to pay compensation or indemnification and the the Buyer shall not be entitled to dissolve the Agreement on the grounds of damage resulting from this.

Article 19. Consumer law
1.If and to the extent that the Buyer is a Consumer and one of the aforementioned provisions does not comply with statutory consumer law, the statutory provisions regarding consumer law will apply.

Article 20. Personal data
1.The Seller may process personal data within the meaning of the General Data Protection Regulation (Algemene Verordening Gegevensbescherming: “AVG”) of (employees and/or customers of) Buyer in the context of Delivery of Products.
2. The Seller shall only process personal data of the Buyer for the purpose of delivering the Products to the Buyer and in accordance with the requirements set by law. The Seller shall not use the personal data for its own purposes or the purposes of third parties without the express written consent of the Buyer.
3. The Buyer may view its personal data at any time by submitting a written request to Seller. If the Buyer is of the opinion that the personal data should be improved, supplemented, removed or shielded, the Buyer must notify the Seller of this in writing or electronically.