Article 1: Applicability
1.1 Unless expressly agreed otherwise in writing, these general terms and conditions apply to all offers based on and agreements concluded with KIDS&STUFF MERCHANDISE LTD. By placing an order and/or signing any such contract, the customer acknowledges the applicability of these general terms and conditions. The customer expressly agrees to our general terms and conditions to the exclusion of all others and expressly waives any recourse to his own. We will not accept any clause that conflicts with these terms and conditions. 1.2 A behaviour contrary to the current general terms and conditions, even occurring several times, does not give the customer the right to invoke this and is not an acquired right on his part. 1.3 The possible nullity of one of the present provisions does not entail the nullity of the other provisions.
Article 2: Conclusion of agreements
2.1 Unless explicitly stated otherwise, the offers issued by KIDS&STUFF MERCHANDISE LTD. are binding for 30 days after the offer date. All agreements are deemed to have been concluded at KIDS&STUFF MERCHANDISE LTD.’s registered office. 2.2 All orders are irrevocable. The total or partial cancellation of an order by the customer, without prejudice to the right of KIDS&STUFF MERCHANDISE LTD. to demand the entire execution of the order, gives rise to the payment of a fixed compensation of 30% on the total price or the unclaimed portion and more, if there is reason to do so. 2.3 Prototyping. Each prototype or any modification to the prototype is charged separately and paid in full in advance. The customer may have the prototype modified up to five times. Approval of the prototype is a condition precedent for the agreement’s entry into force. If the prototype is approved, the costs for (the modifications to) the prototype will be deducted 50% from the final order, except the transport costs, which remain entirely at the customer’s expense. Without approval, the prototypes will be returned to KIDS&STUFF MERCHANDISE LTD. upon first request. The prototypes shall be returned to KIDS&STUFF MERCHANDISE LTD. upon the first request.
Article 3: Delivery and delivery time
3.1 Unless agreed otherwise in writing, the stated delivery times are purely indicative and exceeding them does not give rise to any compensation from KIDS&STUFF MERCHANDISE LTD.. 3.2. The ordered goods are delivered ex-works in the warehouse of KIDS&STUFF MERCHANDISE LTD. and must be collected by the customer within eight days after notification of arrival, failing which KIDS&STUFF MERCHANDISE LTD. reserves the right, by operation of law and without notice of default, to charge storage costs. 3.3 Partial deliveries are permitted and may already give rise to invoicing.
Article 4: Price
4.1 All prices and rates are net, ex-warehouse, including regular packaging, excluding any direct or indirect, present or future, tax, VAT, levies, duties, fees, costs, fines, fees for reprography, authors, publishers, or other, all exchange rate risks, all increases in transport costs, raw material prices and energy costs are always borne by the customer, which the customer irrevocably and declares explicitly to be responsible for and, if necessary, to indemnify KIDS&STUFF MERCHANDISE LTD.. KIDS&STUFF MERCHANDISE LTD. will communicate any increase by letter or email and allocate the costs in the final invoice, which the customer irrevocably and declares explicitly to be responsible for and, if necessary, to indemnify KIDS&STUFF MERCHANDISE LTD.. 4.2. Any order to KIDS&STUFF MERCHANDISE LTD. for the design, illustration of a particular good or for making a prototype of a particular good is subject to the payment of the costs by the customer unless the customer places an order for the good to be designed within the agreed minimum order quantity. The customer always bears the costs for shipping the designed prototypes, regardless of an order within the agreed minimum order quantity.
Article 5: Payment
5.1 The payment terms are unless otherwise agreed in writing, as follows: 50% upon final order, 40% before shipment from the Far East and 10% before delivery to the customer. The invoices are payable at KIDS&STUFF MERCHANDISE LTD.’s registered office. 5.2 The invoices are deemed to have been definitively accepted in the absence of a registered protest letter within 8 days of the invoice date. 5.3 In the event of late payment, the amount will be increased by operation of law and without any prior notice of default:
– with a fixed compensation of 12% on the principal sum;
– as well as for late payment interest at 1% per month, whereby part of a month counts as a whole month until the day of payment in full.
KIDS&STUFF MERCHANDISE LTD. is also entitled to reimbursement of legal costs and compensation for all relevant collection costs.
Any payment received by KIDS&STUFF MERCHANDISE LTD. will first be charged against the due interest and damages, then against the principal sum of the first due invoice.
5.4 In the event of late payment of an invoice, all other outstanding claims against the customer will become due and payable by operation of law and without prior notice of default. 5.5 If the solvency of the customer is called into question, such as, for example, non-payment or late payment of invoices, the seller has the right to impose payment in advance for the deliveries still to be made or to request security in the case of failure of which KIDS&STUFF MERCHANDISE LTD. is entitled to terminate the agreement immediately unilaterally at the expense of the customer with payment of a compensation of 30% of the total price or more if there is reason to do so. KIDS&STUFF MERCHANDISE LTD. also reserves the right to suspend the execution of all current orders without prior notice of default and compensation.
Article 6: Retention
The customer now irrevocably acknowledges explicitly that the delivered goods remain the property of KIDS&STUFF MERCHANDISE LTD. until the purchase price in principal and accessories have been paid in full. Until then, the customer is not entitled, under penalty of liability, to give or transfer the goods to third parties as a pledge or surety. He must oppose any seizure and notify KIDS&STUFF MERCHANDISE LTD. of this by return.
Article 7: Liability
7.1 Visible defects must be protested to KIDS&STUFF MERCHANDISE LTD. by registered letter within 8 days after receipt of the goods by the customer, under penalty of forfeiture of the claim. 7.2 The customer accepts minor differences between the order (based on the proofs, samples, models and/or demonstrated goods) and the actual delivery, so the above elements are only given as an indication. Pantone colours are performed according to best practice, but the result is always an approximation and depends on the wearer. The customer accepts differences between the ordered colours and also in terms of materials and overprint. This also applies to the quantities supplied for which, unless stated otherwise in the order confirmation, a margin of 5% more or less is accepted, even if this results in a higher or lower price. Our client expressly waives any legal claim for these elements. 7.3 In all cases, KIDS&STUFF MERCHANDISE LTD.’s liability towards the customer is limited to [20%] of the total purchase price, excluding all costs (transport, …) and all taxes (VAT, customs, …), of whatever nature.
Article 8: Intellectual rights – property right
8.1 The intellectual and/or industrial rights to works, models, drawings or other material made on behalf of the customer and by KIDS&STUFF MERCHANDISE LTD. remain with KIDS&STUFF MERCHANDISE LTD., unless agreed otherwise in writing. 8.2 Insofar as the customer delivers the work to KIDS&STUFF MERCHANDISE LTD. for further exploitation, this customer declares to have the necessary intellectual and/or industrial rights to use it or have it used. The customer will fully indemnify KIDS&STUFF MERCHANDISE LTD. against any claim from a third party in this respect. 8.3 Subject to the explicit prohibition of the customer, KIDS&STUFF MERCHANDISE LTD. is allowed to mention the delivered products as a reference and to depict them in its publicity.
Article 9: Force majeure
Cases of force majeure, and for whatever reason, all disruptions and impediments in the company and deliveries, all unforeseen events at KIDS&STUFF MERCHANDISE LTD. or at the companies where we purchase our goods, all transport obstacles or delays, the non-delivery of the goods by suppliers, strikes, exclusions, export or import bans or restrictions, fire or accidents, mobilisation, war or riots or legal provisions, entitle us to partially and definitively or temporarily cancel or suspend our delivery and performance obligations, without KIDS&STUFF MERCHANDISE LTD. being liable may be held responsible for the damage caused.
Article 10: Applicable law and competent court
10.1 The customer relationship with KIDS&STUFF MERCHANDISE LTD. is subject in all aspects and for all transactions to Bulgarian law, excluding the CISG. 10.2 In the event of a dispute, only the courts of the judicial district of Brussels, where appropriate, the Justice of the Peace of the second canton, are competent. However, KIDS&STUFF MERCHANDISE LTD. reserves the right to bring the claim before another competent court
Article 1: Applicability