General terms and conditions of SHOWROOM 16 B.V., registered head office in Amsterdam, Ch. of Comm. no. 34330486.
Article 1. General
SHOWROOM16 is active in, amongst others, the design, printing and production of clothing, including dresses, jackets, trousers, shirts, tops and accessories, hereinafter generally referred to as: the products.
Article 2. Applicability
1. These terms and conditions are applicable to all orders that are issued by the Client to SHOWROOM16 in relation to the products, unless otherwise agreed in writing.
2. The terms and conditions are also applicable to agreements with the Client, whose performance by SHOWROOM16 requires the involvement of third parties.
3. The applicability of any purchase and/or other conditions of the Client is expressly excluded.
4. The award of an order to Showroom16 implies the acceptance of these terms and conditions.
Article 3. SHOWROOM16's products
1. SHOWROOM16 will deliver the agreed products to the best of its ability with all means at its disposal and in compliance with the rules commonly applied according to the standards of good business practice.
2. SHOWROOM16 is authorized, without giving previous notice thereof to the Client, to engage third parties in the performance of the order and to pass on the costs thereby incurred to the Client.
Article 4. Offers and quotes
1. All offers and quotes by SHOWROOM16 are free of obligation unless a period for acceptance is stated in the quote. Offers/quotes will lapse if the product to which the offer or quote relates becomes unavailable in the intervening period.
2. SHOWROOM16 cannot be bound by its offers or quotes if the Client could be reasonably expected to notice that the offers or quotes or part thereof contain an obvious mistake or clerical error.
3. The prices specified in an offer or quote are exclusive of VAT and other official levies as well as any costs to be incurred in the context of an agreement, including travel, accommodation, shipping and administration costs, unless stated otherwise.
4. If the acceptance deviates from the content of the offer or quote, whether in relation to minor points or otherwise, SHOWROOM16 will not then be bound by the acceptance. No agreement will be entered into on the basis of such an acceptance, unless SHOWROOM16 indicates otherwise.
5. The quoting of a price shall not oblige SHOWROOM16 to fulfil part of the order for a corresponding fraction of the quoted price. Offers and quotes shall not apply automatically to future orders.
6. SHOWROOM16 is entitled to demand an advance payment to be determined by the former for the work to be performed in the widest sense of the term, whereby SHOWROOM16 will not commence the said work until the advance payment is received.
Article 5. Contractual term; delivery dates, implementation and modification agreement; price increases
1. The agreement between SHOWROOM16 and the Client is entered into for an indefinite term, unless the nature of the agreement implies otherwise or the parties explicitly agree otherwise in writing.
2. If a period is agreed or specified for the completion of particular items of work or the delivery of particular goods, the closing date for this period will never be a final deadline. If a due date is exceeded the Client must give SHOWROOM 16 written notice of default.
SHOWROOM16 must then be offered a reasonable period of grace within which it can still fulfil the agreement.
3. SHOWROOM16 is entitled to execute the agreement in various stages and to separately invoice the parts of the agreement performed in stages.
4. If the agreement is performed in stages, SHOWROOM16 can suspend the performance of parts of the agreement belonging to a later stage until the Client has accepted the results of the preceding stage in writing.
5. If SHOWROOM16 requires information from the Client for the performance of the agreement, the period for performance will not commence until the Client has provided SHOWROOM16 with full and accurate information as requested.
6. If, during the performance of the agreement, it becomes apparent that changes or supplements to the agreement are necessary to enable its proper execution, the parties will consult each other in a timely fashion in order to agree the required changes to the agreement. If the nature, scope or content of the agreement is amended, either at the request or instruction of the Client or of the competent authorities etc., thereby leading to a changes to the agreement whether in quantitative and/or qualitative terms, this may also have consequences for the originally agreed provisions. As a result, the originally agreed price may be increased or reduced. Where possible, SHOWROOM16 will quote a price in advance. As a result of an amendment to the agreement, the originally specified period for performance may also be changed. The Client accepts the possibility of changes to the agreement, including to the provisions stipulating the price and the period for performance.
7. If the agreement is amended or supplemented, SHOWROOM16 will be entitled not to perform the amended agreement until it has been approved by the authorized representative of SHOWROOM16 and the Client has approved the price quoted and other terms specified for performance, including the point in time at which the agreement will be performed. Failure to perform the amended agreement or to perform it immediately will not constitute breach of contract by SHOWROOM16 and will not justify termination of the agreement by the Client.
8. SHOWROOM16 may refuse a request for the amendment of the agreement without thereby defaulting if the requested amendment would, for example, have quantitative and/or qualitative consequences for the work to be performed or the goods to be supplied.
9. If the Client defaults in the proper performance of its obligations to SHOWROOM16, the Client will then be liable for all losses (including costs) incurred on the part of SHOWROOM16, either directly or indirectly.
10. If SHOWROOM16 agrees a certain price on entering the agreement, then SHOWROOM16 is nonetheless entitled to increase the price under the circumstances listed below, even if the price was not originally subject to reservation.
- if the price increase is the consequence of a change to the agreement;
- if the price increase results from an authority assigned to SHOWROOM16 or a legal obligation to which SHOWROOM16 is subject;
- in other cases, with the proviso that the Client, if not acting in the exercise of a profession or business, is entitled to dissolve the agreement by written notice if the price increase is more than 10% of the original price and occurs within three months of signing of the agreement, unless SHOWROOM16 is still willing to perform the agreement as originally agreed, or if it was agreed that the delivery will take place more than three months after the purchase.
Article 6. Suspension, dissolution and early termination of the agreement
1. SHOWROOM16 will be entitled to suspend its compliance with the obligations or to dissolve the agreement – extrajudicially or otherwise – at once and with immediate effect, if:
- if the Client fails to fulfil his/her obligations under the agreement or fails to fulfil them fully or on time;
- SHOWROOM16 becomes aware after the agreement has been concluded of circumstances, which give it good grounds to fear that the Client will not fulfil its obligations.
- if the delay by the Client is such that SHOWROOM16 can no longer be expected to fulfil the agreement under the originally agreed conditions.
- if circumstances arise which make compliance with the agreement impossible or such that SHOWROOM16 cannot reasonably be expected to adhere to the agreement without any changes.
2. If the dissolution of the agreement is attributable to the Client, SHOWROOM16 will be entitled to compensation for losses, including costs, that arise directly and indirectly as a result.
3. If the agreement is dissolved, the amounts owed to SHOWROOM16 by the Client shall become payable immediately. If SHOWROOM16 suspends the fulfilment of its obligations, it will retain its claims pursuant to the law and the agreement.
4. If SHOWROOM16 dissolves the agreement or suspends performance on the grounds specified in this article, it will not have any obligation to provide any reimbursement or any compensation for losses and costs that arise in any way whatsoever as a result, while the Client will be obliged to provide compensation or reimbursement for breach of contract.
5. In the event of liquidation, or a moratorium on payments or bankruptcy being applied for or granted, or attachment against the Client – if and insofar as the attachment is not lifted within three months – or debt rescheduling or any other circumstance as a result of which the Client can no longer dispose freely of its assets, SHOWROOM16 will be free to terminate the agreement without delay and with immediate effect or to cancel the order or agreement without any obligation on its part to pay compensation or reimburse losses. In such a case, the claims of SHOWROOM16 against the Client shall be immediately payable.
6. If the Client fully or partially cancels an order that has been placed, then the goods that have been ordered or prepared for that order plus any additional supply, collection and delivery costs as well as the working time assigned for performance of the agreement, will be charged to the Client in full.
Article 7. Force majeure
SHOWROOM16 is not bound to fulfil any obligation to the Client if it is prevented from doing so as a result of a circumstance which is not due to its fault and for which it is not accountable under the law, a legal act or according to prevailing opinion.
Article 8. Payment and collection charges
1. Unless expressly otherwise agreed in writing, payments must always be made within 14 days of the invoice date without deduction or offset and without postponement for alleged or actual deficiency of SHOWROOM16; the payment should be made at the registered office of SHOWROOM16.
2. If the Client fails to settle an invoice by the due date, then it will be in default by operation of law. From the due date, SHOWROOM16 is always entitled to charge interest at a rate of 1.5% per month or part of a month – which is then applicable for a full month – invoiced against the open balance. If payment is not made in a timely fashion then SHOWROOM16 is entitled to immediately suspend its performance of the agreement.
3. SHOWROOM16 will be entitled to deduct the payments made by the Client initially from the costs, then from the accumulated interest and finally from the principal sum and the accruing interest.
4. SHOWROOM16 may, without going into default, refuse an offer of payment if the Client specifies a different sequence for the apportionment of the payment. SHOWROOM16 may refuse the full payment of the principal sum if it does not include the outstanding and current interest as well as collection costs or other costs.
5. Objections to the invoice amount do not defer the payment obligation.
6. If the Client fails to meet its payment obligations in a timely fashion, it will be obliged to pay SHOWROOM16 extrajudicial costs to the amount of 15% of the relinquished or outstanding balance, with a minimum payment of €500, to cover the costs of engaging third party/parties for collection, whereby this amount excludes any legal costs.
Article 9. Retention of title
1. All goods supplied by SHOWROOM16 within the context of the agreement remain the property of SHOWROOM16 until the Client has properly complied with all obligations arising from the agreement(s) concluded with SHOWROOM16.
2. Goods supplied by SHOWROOM16 and subject to retention of title pursuant to paragraph 1 may not be resold to third parties nor may they ever be used as a means of payment. The Client is not entitled to pledge or otherwise encumber goods subject to retention of title.
3. In the event that SHOWROOM16 wishes to exercise the proprietorial rights referred to in this article, the Client grants advance, unconditional and irrevocable consent to SHOWROOM16 and to third parties appointed by SHOWROOM16 to access all places where SHOWROOM16's property is located and to recover such goods.
Article 10. Guarantees, investigation and complaints
1. The Client must itself verify whether the products are suitable for use in accordance with the requirements imposed in the Netherlands and whether they meet the conditions included therein. It is on this understanding that SHOWROOM16 extends the guarantee.
2. The guarantee referred to in paragraph 1 of this article is applicable for a period of one month following delivery, unless the nature of the product implies otherwise or the parties have agreed otherwise. If the guarantee provided by SHOWROOM16 relates to goods produced by a third party it will be limited to the guarantee provided by the said third party, unless otherwise specified. Following the expiry of the guarantee term, all costs of repair or replacement, including administrative, postage and call-out costs will be charged to the Client.
3. Any form of guarantee will lapse if a defect is caused by or arises from: incompetent or improper use or use after the use-by date, incorrect storage or maintenance by the Client and/or by third parties in the event that changes or attempted changes to the item have been made by the Client or third parties without the written permission of SHOWROOM16, or other items have been attached to the said item that should not have been attached to it, or the item has been processed or treated in a manner other than was prescribed. The Client will not be entitled to make any claim under a guarantee if the defect arises from or is caused by circumstances over which SHOWROOM16 is unable to exercise any control, including weather conditions (including but not limited to extreme rainfall or temperatures) etc.
4. The Client is obliged to immediately inspect (or arrange for the immediate inspection of) the delivered goods or the work performed upon delivery of the goods to the Client or performance of the work respectively. The Client must thereby verify whether the delivered quantity and/or quality corresponds with what was agreed and meets the requirements agreed by the parties in this respect. Any defects must be reported to SHOWROOM16 in writing within 8 days of discovery. The report shall include a description of the defect that is as detailed possible so that to SHOWROOM16 is able to respond appropriately. The Client shall give to SHOWROOM16 the opportunity to investigate a complaint or to arrange for it to be investigated.
5. Even if the Client lodges a complaint in a timely fashion, this will not suspend its payment obligation. In this case, the Client remains obliged to accept and pay for the otherwise ordered objects, unless these have no independent value.
6. If a defect is reported later, the Client will no longer be entitled to any repair, replacement or refund unless a longer period is appropriate given the nature of the item or the other circumstances of the case.
7. If it has been established that an item is defective and a timely complaint has been lodged in this respect, SHOWROOM16 will, at its own discretion – within a reasonable period after the item has been returned or, if return is not reasonably possible, of receipt of written notification of the defect by the Client – replace or organize a repair or make a payment to the Client in lieu thereof. In the event of replacement, the Client will be obliged to return the replaced item to SHOWROOM16 and transfer it into SHOWROOM16’s ownership, unless SHOWROOM16 indicates otherwise.
8. If it is established that a complaint is unfounded, the full costs incurred by SHOWROOM16, including the investigation costs, will be borne by the Client.
Article 11. Liability
1. SHOWROOM16 accepts no liability whatsoever with respect to the Client for any damage, except for cases of gross negligence or criminal intent. In the case of a liability claim by the Client against SHOWROOM16, the burden of proof concerning liability and damages rests in full with the Client, the latter accepting that the burden of proof lies with it.
2. SHOWROOM16 will not be liable for indirect losses, including consequential losses, loss of profit or opportunities for savings or losses due to interruptions to business.
3. If and insofar as SHOWROOM16, notwithstanding the above, is liable, for whatever reason, this liability is limited always and at all times to the invoice value of the agreement, which gave rise to the damage. In no event will the value of the damage exceed €150.
4. SHOWROOM16 is not liable for damage as a result of:
- incorrect and/or incomplete data provided by the Client or as a result of the untimely provision of such data; failure of the Client to comply with statutory rules in relation to the sale of clothes in the Netherlands or abroad.
- failures of the Client in relation to compliance with statutory requirements on the conditions placed on clothing (combustibility, material used etc.). If the conditions included in this paragraph lead to claims by third parties against SHOWROOM16, the Client shall indemnify SHOWROOM16 in this respect.
Article 12. Transfer of risk
The risk of loss, damage or reduction in value will be transferred to the Client at the moment that goods come under the control of the Client.
Article 13. Indemnity
1. The Client indemnifies SHOWROOM16 against any and all claims by third parties which suffer damage in connection with the performance of this agreement and the cause of which is attributable to parties other than SHOWROOM16.
2. If SHOWROOM16 is challenged by third parties in this connection, the Client will be obliged to assist SHOWROOM16 both in and out of court and to do anything that may be expected of it in such cases without delay. If the Client fails to take adequate steps SHOWROOM16 will be entitled to do so itself without notice of default being required. All costs and losses incurred by SHOWROOM16 and third parties as a result will then be borne in full and completely at the risk of the Client.
Article 14 - Intellectual property
SHOWROOM16 retains the rights and entitlements due to it under the Copyright Act (Dutch: Auteurswet) and other laws and regulations on intellectual property. SHOWROOM16 is entitled to use the knowledge and skills it acquires in the performance of an agreement for other purposes insofar as no strictly confidential information of the Client is revealed to third parties.
Article 15. Applicable law and disputes
1. All legal relationships to which SHOWROOM16 is party shall be exclusively governed by Dutch law, even if an obligation is fulfilled partly or entirely abroad or if the other party to the legal relationship is domiciled in another country. The applicability of the Vienna Sales Convention is excluded.
2. Only the courts in Amsterdam (Netherlands) are authorized to adjudicate all consequences from the agreement between the Client and SHOWROOM 16 BV.
Article 16. Location, effect and change of conditions
1. These terms and conditions have been deposited with the Chamber of Commerce and can also be viewed on the SHOWROOM16 website (www.showroom16.eu). Immediately upon request, they will be sent to the requester free of charge.
2. The most recently filed version and/or the version in force at the time when the Order was agreed with SHOWROOM 16 shall apply, and in the interpretation of said terms and conditions, the original Dutch text will always be definitive.
3. Showroom 16 is entitled to amend its terms and conditions.
