The terms and conditions set out in these terms and conditions (“Conditions”) apply to any contracts (“Contract”) between the Camiel Fortgens and any person, firm or company (“Buyer”) purchasing menswear, womenswear, footwear and/or accessories (“Goods”) from the Camiel Fortgens to the exclusion of any other items that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. ORDERS AND CANCELLATION
The Buyer’s order for the Goods, as set out at Camiel Fortgens order form all orders are subject to written acceptance by Camiel Fortgens. All orders must be submitted by the order deadline notified to the Buyer for the relevant season. The order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
Any samples, drawings, descriptive matter, or advertising produced by Camiel Fortgens are produced for the sole purpose of giving an approximate idea of the Goods and shall not form part of any contract or have any contractual force.
All orders are subject to written acceptance by Camiel Fortgens. Camiel Fortgens shall send the Buyer an order confirmation as definitive acceptance of the Buyer’s order before season deadline
Camiel Fortgens shall have no duty to consider modifications or cancellations of accepted orders after the expiry of official order deadlines since the goods are likely to have commenced production.
If the Buyer totally or partially cancels the order after the 21day cancellation period:
20% of the cancelled amount of the order shall be paid if notice of cancellation received between 21 and 45 days after the expiry of the cancellation period.
60% if it is cancelled beyond it.
The Buyer acknowledges that the foregoing cancellation charges are payable by way of liquidated damages and are a reasonable pre-estimate of the loss and damage Camiel Fortgens would suffer as a result of the total or partial cancellation of any accepted order for Goods.
The price of the Goods shall be the price set out in the Order, or if no price is quoted, the price set out in the Camiel Fortgens published price list in force as at the date of the Buyer’s order. The buyer must follow the retail price which is given by Camiel Fortgens Camiel Fortgens may increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond the Camiel control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs).
Should there be any change in the price of any Goods, Camiel Fortgens will inform the Buyer in writing and the final prices will be those stated in the order confirmation. All prices are quoted exclusive of VAT or other sales tax and the Buyer shall be responsible for notifying Camiel Fortgens of its current inter-Community VAT registration number, (if applicable).
4. TERMS OF PAYMENT
Payment terms are negotiated on a client-by-client basis and are stated on order forms and order confirmations. The Buyer shall pay the total amount of each invoice in the same currency by electronic bank transfer with same day value to Camiel Fortgens bank account of which are stated on the relevant invoice and all bank charges shall be borne by the Buyer.
The Buyer will provide Camiel Fortgens upon request with its bank details and such financial information as Camiel Fortgens may reasonably require to assess credit worthiness, and to set appropriate credit limits.
The Buyer shall not reduce in any way the amount of the invoice, nor offset any invoice against any amount that Camiel Fortgens or any other of its affiliates shall owe or purport to owe the Buyer from time to time.
5. DELAY AND FAILURE TO PAY
The Buyer’s failure to pay any invoice on the due day shall be an automatic default of these payment terms and Camiel Fortgens shall not require to give the Buyer any prior notice of default.
Camiel Fortgens may suspend all further deliveries of the Goods until Camiel Fortgens has received the outstanding amount from the Buyer, together with accrued interest and costs and further reserves the right to refuse any new order.
The Buyer shall pay all amounts due under each invoice in full without any set-off, counterclaim, deduction or withholding.
In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment and Buyer shall pay the undisputed part of any disputed invoice.
6. RESERVATION OF TITLE
The risk in the Goods shall pass to the Buyer on completion of delivery. Title to the Goods shall not pass to the Buyer and Camiel Fortgens remains the sole owner of the delivered goods until Camiel fortgens has received payment in full (in cash or cleared funds) for the Goods. Until title to the Goods has passed to the Buyer, the Buyer shall store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as Camiel Forgens property and shall not remove, deface, or obscure any identifying mark or packaging on relating to the Goods.
The Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risk for their full price from the date of delivery and notify Camiel Fortgens immediately if any other foregoing events occur. The Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Camiel Fortgens receives payment for the Goods. Camiel Fortgens may at any time require the Buyer to deliver up all Goods in its possession which have not been resold, and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third part where the Goods are stored in order to recover them.
All goods supplied by Camiel Fortgens shall be shipped ex-works Incoterms form Camiel Fortgens designated warehouse facility in the Netherlands and the Buyer shall be responsible for arranging and paying all costs of collection, transport, storage, bills of landing, consular invoices, importer-brokerage and insurance from such warehouse facility. It may be possible to vary from the ex-work’s shipment policy subject to agreement between the Buyer and Camiel Fortgens. In this case, the shipment terms will be stated on the order confirmation.
The liability of Camiel Fortgens ceases as soon as the Goods are delivered to the Buyer’s designated carrier and the Buyer shall have full responsibility for the Goods including those connected with transportation of the Goods on completion of loading of the Goods at Camiel Fortgens designated warehouse facility. The delivery note given to the Buyer’s designated carrier will constitute the proof of the delivery.
8. DELAY IN DELIVERY
Camiel Fortgens shall use all reasonable endeavors to deliver the Goods to the carrier in accordance with the timetable for delivery agreed with the Buyer from time to time but unless a delivery date has expressly been agreed upon, time of delivery shall be of the essence. If Camiel Fortgens is unable to meet at delivery date for any reason, Camiel Fortgens shall inform the Buyer of the new proposed delivery date and will use all reasonable endeavors to ensure that such Goods are delivered on the new delivery date.
Camiel Fortgens may suspend deliveries or terminate any contract if any payment by the Buyer is overdue or if Camiel Fortgens has reasonable grounds to doubt the Buyer’s solvency.
Camiel Fortgens reserves the right to deliver and/or invoice Goods by instalments and each delivery will constitute a separate contract. Any failure of- or defect in any one delivery will not affect any contract in respect of that or any other delivery.
9. CASE OF FORCE MAJEURE
Camiel Fortgens shall not be liable in the event of any failure or delay in delivery shall be due to force majeure or any other circumstances beyond Camiel Fortgens control. If any event of force majeure shall occur and the delivery cannot therefore take place in time, the time of delivery shall be extended by the period of delay caused by this even of force majeure.
In the event that Camiel Fortgens is unable to fulfil part or all of the order, in particular where a supplier does not deliver materials, Camiel Fortgens shall be entitled to cancel the order and Camiel Fortgens will not be liable for any damages to the Buyer or any other person for Camiel Fortgens failure to fulfil any orders or delay in shipping Goods.
It is the Buyer’s responsibility to check the contents of each shipment of Goods upon receipt of each order. Claims for manufacturing defects or non-conformity must be made in writing within fifteen (15) business days following the Buyer’s receipt of the Goods, or within ten (10) business days from the discovery of the defect in the event of a latent defect. The Buyer must supply proof of the manufacturing defects claimed and must allow Camiel Fortgens to verify such manufacturing defects or non- conformity. All claims regarding Goods that are lost or damaged in transit should be addressed to the relevant carrier and Camiel Fortgens shall have no liability to the Buyer for any Goods that are lost or damaged in transit.
If the Buyer fails to give any notice within the prescribed period the Buyer shall be deemed to have accepted the Goods in question and Camiel Fortgens shall have no liability to the Buyer with respect to that shipment.
The Buyer shall in no event be entitled to return the Goods without first having been authorised in writing by Camiel Fortgnes. The authorisation to return any Goods shall not entitle the Buyer to return any goods that are coordinated with the relevant Goods. If Camiel Fortgens accept the return the returned Goods shall be replaced or, if impossible, result in a credit. In this case, Camiel Fortgens shall reimburse the return carriage costs. Goods delivered in conformity with the applicable order shall not be taken back or replaced.
11. LOCATION AND SALES CHANNELS
Goods supplied by Camiel Fortgens to the Buyer may only be offered for sale at retail locations and through sales channels authorised by Camiel Fortgens and specified on the relevant order. Any changes to this must be agreed between the Buyer and Camiel Fortgens and specified on the relevant order. Any changes to this must be agreed between the Buyer and Camiel Fortgens in writing.
12. INTELLECTUAL PROPERTY
All patents, trade secrets, trade marks, trade dress, design rights, (whether registrable or otherwise), applications for any of the foregoing, photograph, sketches, cloth or paper patterns or other copyright materials, packaging, names, symbols, slogans, designs, styles and style names, moral rights, the right to sue for passing off and other similar rights or obligations in respect of the Goods (“Intellectual Property Rights”) shall belong to Camiel Fortgens.
The Buyer shall promptly and fully notify Camiel Fortgens of any actual, threatened, or suspected infringement of the Intellectual Property Rights which comes to the Buyer’s notice, and the Buyer shall, at the request and expense of Camiel Fortgens, do all such things as may be reasonably required to assist Camiel Fortgens in taking or resisting any proceedings in relation to any such infringement or claim.
The Buyer shall not make any modifications to the Goods or any packaging bearing the Camiel Fortgens trade marks or trade names or alter, remove or tamper with any trade marks, numbers, or other means of identification used on or in relation to the Goods in any other way which might prejudice their distinctiveness or validity or the goodwill of Camiel Fortgens without obtaining the prior written consent of Camiel Fortgens. If Camiel Fortgens has the idea of being copied by stockist, Camiel Fortgens may decide to break off the relationship.
13. ADVERTISING AND USE OF NAME
All displays and information relating to the Goods at the retail sales sites must use exclusively with the advertising and point of sale materials provided by Camiel Fortgens. The use of Camiel Fortgens and/or Camiel Fortgens names or trademarks by the Buyer for any other purpose is strictly prohibited.The Buyer shall not carry out any advertising, marketing, promotion involving the Camiel Fortgens trade name or trademarks and/or the Goods by any means or through any medium including media advertising and catalogue insertions, point of sale advertising, published documentation in the press, or through social media platforms, without prior written agreement of Camiel Fortgens.