- DAILY FASHION MAKERS B.V., having its registered office in Uden, having a place of business at Vluchtoord 44, (5406 XP) Uden, hereafter called DFM;
Clause 1. Definitions
1. In these general conditions the following terms have the following meaning:
DFM: DAILY FASHION MAKERS B.V.
buyer: a party acting in the course of a business or profession;
Clause 2. Applicability of these conditions
1. These conditions apply to every offer and every contract between DFM and a buyer to which DFM has declared these conditions to apply, insofar as the parties have not explicitly deviated from these conditions in writing.
2. These conditions also apply to all contracts with DFM, for the performance of which third parties must be engaged.
Clause 3. Offers / Order confirmations
1. Offers of DFM are without commitment and lapse at latest 30 days after the date of the offer.
2. In deviation from the provisions of Article 6:225(2) Dutch Civil Code, DFM is not bound by deviations from DFM's offer or order confirmation set out in the potential buyer's acceptance.
3. Delivery times and other terms set out for performance to be effected by DFM in offers or order confirmations are estimates and are only informative; exceeding of such time periods does not give the potential buyer any right to compensation or termination of the contract.
4. Prices specified by DFM are, unless otherwise stated, based on performance in normal working hours and exclusive of transport, packing, delivery and installation costs, VAT and other levies by a public authority.
5. With a composite price specification or order confirmation there is no obligation for DFM to deliver a part of the goods included in the offer or confirmation for a corresponding part of the specified price, nor does the offer automatically apply to subsequent orders.
6.DFM is only bound by its offer if the acceptance thereof by the potential buyer is confirmed in writing within 30 days. The prices set out in an offer or order confirmation are exclusive of VAT, unless otherwise specified.
Clause 4. Delivery
1. Unless otherwise agreed, delivery is ex factory. If one of the 'Incoterms' is agreed as delivery condition, the Incoterms applicable at the time of the contract will apply.
2. Unless explicitly otherwise stated in the order confirmation, the goods delivered by DFM may have a deviation in the dimensions of a maximum plus or minus two percent of the dimensions set out on the offer or order confirmation. A deviation of the delivered goods within the specified deviation tolerances do not give the buyer the right not to accept purchased goods, nor to in any other way claim any form of compensation or replacement of the delivered goods.
3. The buyer is obliged to take the purchased goods at the time they are delivered to him or at the time when they are made available to him under the contract.
4. If the buyer refuses to take the goods or fails to furnish information or instructions necessary for the delivery, the goods will be stored at the buyer's risk. The buyer will in that case owe all additional costs, including in any event storage costs.
Clause 5. Delivery time
1. Delivery times specified by DFM are always estimates and time is never of the essence.
2. In the event of late delivery the buyer must thus give DFM written notice of default and give DFM a reasonable term within which to perform its obligations.
3. The delivery time specified by DFM will first start after all necessary details are in its possession.
Clause 6. Partial deliveries
DFM is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in part deliveries, DFM is entitled to invoice each part separately.
Clause 7. Technical requirements, etc.
1. If the goods to be delivered in the Netherlands are to be used outside of the Netherlands, DFM is not responsible for ensuring that the goods to be delivered meet the technical requirements, standards and/or regulations which are set by laws or provisions of the country where the goods are to be used. This does not apply if upon the making of the contract mention is made of the use abroad with submission of all necessary details and specifications.
2. All other technical requirements which the buyer sets for the goods to be delivered and which deviate from the normal requirements, must be explicitly stated by the buyer when making the contract of sale.
Clause 8. Samples, models and examples
If DFM has shown or furnished a model, sample or example, such will be deemed to have only been shown or furnished by way of specification: the qualities of goods to be delivered can deviate from the sample, model or example, unless it was explicitly stated that delivery would be effected in conformity with the shown or furnished sample, model or example.
Clause 9. Termination of the contract
1. A contract between DFM and a buyer can be immediately terminated in the following cases:
if after the making of the contract circumstances come to the attention of DFM which give the user good grounds for fearing that the buyer will not perform his obligations;
if DFM asked the buyer when making the contract to give security for the performance and such security is not given or is inadequate despite a demand for adequate security.
In said cases DFM has the right to suspend further performance of the contract, or to terminate the contract, without prejudice to the user's right to demand damages.
2. If circumstances arise with regard to persons and/or materials whom DFM uses or tends to use in the performance of the contract, which are of such nature that the performance of the contract becomes impossible or so cumbersome and/or disproportionately costly, that performance of the contract can no longer reasonably be demanded, DFM has the right to terminate the contract.
Clause 10. Guarantee
1. DFM guarantees that the goods delivered by it are free of design, material and manufacturing faults.
The guarantee does not apply with regard to normal wear and tear.
2. The guarantee does not apply if loss or damage is the result of an incorrect handling or the failure to properly follow up instructions.
3. If the guarantee concerns a product produced by a third party, the guarantee is limited to the guarantee which the relevant producer gives for that product.
4. The buyer cannot claim any right to the aforementioned guarantee provisions as mentioned in this clause, before full payment, in conformity with the DFM invoice, of the delivered goods has been effected.
Clause 11. Retention of title
1. All goods delivered by DFM remain the property of DFM until the buyer has performed all following obligations under the contract of sale made with DFM.
2. Goods delivered by DFM, which pursuant to paragraph 1 fall under the retention of title, may only be resold in the framework of normal business operations and may never be used as a means of payment.
3. The buyer does not have the right to pledge the goods which are subject to the retention of title or to encumber them in any other way.
4. The buyer hereby gives unconditional and irrevocable consent to DFM or a third party designated by it to in all cases in which DFM wants to exercise its property rights access all those places where the goods belonging to DFM are located and to retrieve said goods.
5. If third parties attach the goods delivered subject to retention or title or wish to grant or enforce rights in respect thereof, the buyer is obliged to inform DFM thereof as soon as can be reasonably expected.
6. The buyer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
Clause 12. Defects; complaints
1. The buyer must have the purchased goods inspected upon delivery or as soon as possible thereafter.
The buyer must review in this respect whether the delivered goods correspond with the contract, being:
whether the correct goods have been delivered;
whether the delivered goods correspond with regard to quantity (e.g. the quantity and the number) with what has been agreed;
whether the delivered goods meet the agreed quality requirements or, if these are lacking, the requirements which may be set for normal use and/or trade purposes.
2. If visible defects or shortfalls are noted, the buyer must report these to DFM in writing within 2 days after delivery.
3. The buyer must report hidden defects to DFM in writing within 1 working day after they are detected, but at latest within 1 week after delivery.
4. Even if the contracting party lodges a complaint in time, said party's obligation to pay for and take receipt of orders will remain.
5. Goods can only be returned to DFM after prior written consent.
Clause 13. Price/Price increases
1. Unless explicitly otherwise stated the prices stated by us are:
- in Dutch currency (euros);
- exclusive of turnover tax, VAT;
- on the basis of minimum quantities applied by DFM;
- exclusive of transport costs;
- ex factory.
2. If DFM agrees a specific price with the buyer, DFM is nevertheless entitled to increase the price if DFM can demonstrate that between the time of offer and the time of delivery significant price changes have occurred with regard to raw materials, currency and/or salaries or other unforeseen circumstances.
3. If the price increase is more than 10%, the buyer has the right to terminate the contract.
Clause 14. Packaging
1. The buyer is obliged to return returnable packaging, which includes pallets, stands, or other materials which have the goal of guaranteeing a good shipment and not being packaging materials like cardboard and other protective strips, etc., within 14 days empty and in undamaged condition. If the buyer does not perform his obligations with regard to packaging, all ensuing costs are at the buyer's expense.
Such costs are amongst others the costs ensuing from late return shipment and the costs of replacement, repair or cleaning.
2. If the buyer does not return returnable packaging after a demand for such within the term set out in the demand, DFM is entitled to replace the packaging and charge the costs therefore, provided DFM has announced these measures in its demand.
Clause 15. Payment
1. Payment must be effected within 14 days after the invoice date in a manner specified by DFM in the currency of the invoice.
2. After the expiry of 14 days after the invoice date the buyer will automatically be in default; as of the time of the default the buyer will owe interest of 1% per month over the due amount unless the statutory interest is higher, in which case the statutory interest applies.
3. In the event of liquidation, bankruptcy or moratorium on payment of the buyer DFM's claims and the obligations of the buyer on the user will be immediately due.
4. Payment must take place without discount or set-off.
5. Payments made by the buyer are always intended to pay in the first place all interest and costs owing, and in the second place due invoices which have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
6. It is possible to deviate from the time periods and conditions laid down in Clause 15 if this has been agreed in writing.
Clause 16. Credit restriction
DFM is entitled to charge a credit restriction supplement of 3%, which is not owed in the event of payment within 8 days after the invoice date.
Clause 17. Collection costs
1. If the buyer fails or defaults on the performance of one or more of his obligations, all judicial and extrajudicial costs to obtain payment are at the buyer's expense. The buyer in any event owes:
over the first EUR 6,500 15%
over the additional amount up to EUR 13,000 10%
over the additional amount up to EUR 32,500 8%
over the additional amount up to EUR 130,000 5%
over the additional amount 3%
2. If DFM demonstrates it has made higher costs, which were reasonably necessary, they are eligible for compensation as well.
Clause 18. Liability
DFM is only liable to the buyer in the following manner:
1. There will only be liability for loss as a result of defects in delivered goods as arranged in Clause 10 (Guarantee) of these conditions.
2. DFM is only liable if loss is caused due to intent or gross negligence of DFM or its subordinates;
3. DFM's liability is limited to the amount of the pay-out made by DFM's insurer in such a case.
4. If in any case the insurance does not provide cover or does not make payment, and DFM is liable, DFM's liability is limited to the invoice value of the transaction, or that part of the transaction to which the liability relates.
Clause 19. Force majeure
1. In these general conditions force majeure means, in addition to what it is understood to mean in the legislation and case law, all external causes, foreseen or otherwise, which is beyond DFM's control, but in consequence of which DFM is not able to perform its obligations, including work strikes in DFM's company.
2. During force majeure the delivery and other obligations of DFM will be suspended. If the period in which DFM cannot perform its obligations due to force majeure lasts longer than 3 months, both parties have the right to terminate the contract, without in such case an obligation to pay damages existing.
3. If upon the occurrence of the force majeure DFM has already performed its obligations in part, or can only perform its obligations in part it is entitled to invoice the part already delivered or the part which can be delivered separately and the buyer is bound to pay this invoice as if it were an individual contract. This does not apply, however, if the part already delivered or to be delivered does not have an independent value.
Clause 20. Dispute resolution
The court in DFM's domicile has exclusive jurisdiction to adjudicate disputes, unless the cantonal court has jurisdiction. Nevertheless DFM has the right to summon its contract party before the court which has jurisdiction according to the law.
Clause 21. Applicable law
Every contract between DFM and the buyer is governed by Dutch law. The Vienna Sales Convention is explicitly excluded.
Clause 22. Changes to and location of the conditions
These conditions have been registered at the office of the Chamber of Commerce in Eindhoven.
The most recently deposited version or the version which applied at the time the relevant transaction was effected always applies.
Daily Fashion Makers BV
Flight Forum 2500
5657 DZ Eindhoven
+31 (0)40 2493603
Chamber of Commerce:65593014