Terms And Conditions

GLX EUROPE B.V.
Registered office and principal place of business in Nieuw-Vennep
Filed on 6 May 2016 at the Chamber of Commerce, Number 34225698

Article 1: Applicability of the Conditions

1. These General Conditions of Sale and Delivery apply to all offers made by GLX Europe B.V. and/or GLX Hong Kong Limited (hereinafter referred to as “GLX”) and to the realization, content, and compliance with all agreements concluded between GLX and its counterparty (hereinafter referred to as “the counterparty”). This includes, but is not limited to, the development, production, and trade in fabrics and shirts (hereinafter referred to as “the products”).
   Agreements concluded with GLX Hong Kong Limited are subject to these General Conditions unless mandatory local legislation in Hong Kong provides otherwise, in which case such legislation shall prevail.

2. A counterparty that has previously entered into agreements with GLX shall be deemed to have tacitly agreed to the applicability of these conditions to subsequent agreements.

3. In these conditions, “the counterparty” means any (legal) entity that has concluded or intends to conclude an agreement with GLX, including its representatives, authorized agents, assignees, and heirs.

4. The counterparty’s general conditions shall remain applicable insofar as they do not conflict with these General Conditions. In case of conflict, the provisions of GLX shall prevail, even if priority has been negotiated otherwise. The counterparty’s general (purchase) conditions shall only apply if expressly agreed in writing, excluding these General Conditions.

5. If a court determines that one or more provisions of these conditions are unreasonably onerous, the relevant provision shall be interpreted in light of the remaining provisions so that it can reasonably be invoked by GLX. Such determination shall not affect the validity of the remaining provisions.

Article 2: Offer and Acceptance

1. All offers made by GLX are non-binding and may be revoked, withdrawn, or amended within seven (7) business days after GLX has notified acceptance, unless explicitly stated otherwise.

2. Offers are valid for 15 days from the date stated, unless otherwise indicated or extended in writing by GLX before expiry.

3. If GLX has made an offer, an agreement is concluded only if the counterparty unconditionally accepts the offer or if GLX executes the assignment. The offer or invoice issued by GLX shall be deemed to reflect the agreement correctly.

4. If no offer has been made by GLX, an agreement is concluded only upon written acceptance or execution by GLX. Written acceptance or the invoice shall reflect the agreement correctly.

5. Omissions in an offer, advice given, deliverable products, and general information not specifically directed to the counterparty are not binding.

6. If an offer contains multiple quantities, GLX is not obliged to perform part of the offer at a proportional price.

7. Sending offers or documentation does not oblige GLX to accept an order. GLX shall notify non-acceptance within seven (7) business days.

8. Amendments or additions to the agreement are valid only if confirmed in writing by both parties.

9. Processing or using the products by the counterparty constitutes acceptance of the offer.

Article 3: Execution of the Agreement

1. GLX shall execute agreements to the best of its ability and ensure products meet required standards. Random inspections are performed, and manufacturers receive proper production instructions.

2. Minor differences in colour, fabric thickness, workmanship, sizing, finishing, etc., compared to samples or previous deliveries may occur. The counterparty accepts such differences and may not cancel, dissolve, or terminate the agreement based on them.

3. In accordance with international regulations, sizing may deviate at the collar and up to 5% on other parts of the shirt. The counterparty accepts this and waives related claims.

4. GLX may deliver up to 5% more or less than the ordered quantity. The counterparty accepts this and waives related claims.

5. GLX may engage third parties for proper execution of the agreement.

Article 4: Delivery

1. Unless otherwise agreed in writing, delivery shall take place EXW, CIF (port of discharge), DDP (E.U.), or FOB (port of loading) in accordance with Incoterms 2010 (or later versions). Risk transfers in accordance with Incoterms and when the counterparty fails to accept the goods.

2. Storage is not included unless agreed in writing. Storage and internal transport are at the counterparty’s risk and expense.

3. Costs arising from unforeseen circumstances shall be borne by the counterparty.

4. GLX may deliver and invoice in parts.

Article 5: Delivery Times

1. Delivery times are estimates and not strict deadlines. Exceeding a delivery time does not constitute default. GLX is not liable for delays due to circumstances beyond its control, including transport or manufacturing delays.

2. Delays caused by the counterparty (e.g., missing information or materials) are at the counterparty’s risk and expense.

3. The counterparty must accept deliverable products within the agreed time. Failure constitutes default.

Article 6: Price and Price Increases

1. Prices exclude VAT, levies, duties, shipment, insurance, packaging, and other related costs unless agreed otherwise.

2. Prices are stated in EUR or USD unless otherwise agreed.

3. The counterparty must provide a valid VAT number where applicable.

4. GLX may increase prices due to circumstances described below. If an increase exceeds 10%, the counterparty may dissolve the agreement immediately in writing.

5. Governmental or EU measures affecting costs (e.g., duties, levies, regulations) entitle GLX to adjust prices accordingly.

Article 7: Cancellation and Amendment

1. GLX may make minor adjustments without liability.

2. The counterparty may cancel or dissolve only if agreed in writing or required by mandatory law. Lawful cancellation requires return of products and payment of incurred costs.

3. Changes leading to additional work will be invoiced. Reduced work may reduce price, but GLX may charge incurred costs and lost earnings.

4. Cancellation after conclusion of the agreement results in a 10% cancellation fee (including VAT), without prejudice to additional damages.

Article 8: Termination

1. The counterparty is in default automatically if it fails to meet obligations, enters bankruptcy, suspension of payments, liquidation, or attachment of assets. GLX may suspend or dissolve the agreement without court intervention. All claims become immediately due.

2. Dissolution is not permitted if the deficiency is minor.

3. GLX is not liable for damages due to termination or suspension.

4. Amounts invoiced remain payable upon dissolution.

Article 9: Retention of Title

1. Products remain GLX property until all obligations are fulfilled.

2. Resale is allowed only in the ordinary course of business.

3. GLX may reclaim goods if obligations are not met.

4. Products must be stored separately and clearly identified as GLX property.

5. The counterparty must notify GLX of third-party claims.

6. Ownership remains until payment is irrevocable.

7. Products may not be pledged or encumbered before ownership transfers.

Article 10: Retention of Title in Germany

(Separate German retention provisions apply to counterparties registered in Germany, including extended retention covering processing, co-ownership, assignment of claims, and security rights. Securities exceeding claims by more than 10% shall be released upon request.)

Article 11: Deficiencies and Complaints

1. The counterparty must inspect products upon delivery.

2. Processing products voids claims.

3. Complaints must be submitted in writing within five (5) business days after invoice date and before processing.

4. The counterparty must cooperate in investigations.

5. Failure to comply voids claims.

Article 12: Packaging and Shipment

1. GLX ensures proper packaging and shipment.

2. Returns require prior written permission and must be in original packaging.

Article 13: Payment

1. Payment must be made within the agreed term without deduction.

2. Late payment incurs statutory commercial interest plus two percentage points and 15% extrajudicial costs.

3. Payments are first applied to interest and claims.

4. GLX records constitute full proof unless proven otherwise.

Article 14: Liability

1. Liability is limited to insurance payout or a maximum of €15,000.

2. No liability for indirect or consequential damages.

3. Liability lapses after 12 months.

4. Written notice of default is required.

5. The counterparty indemnifies GLX against third-party claims.

6. Minor product differences do not create liability.

7. No liability for production delays.

8. No liability for intellectual property infringements of third parties (GLX will resolve where possible).

9. Limitations do not apply in cases of intent or gross negligence.

Article 15: Intellectual and Industrial Property Rights

1. Products are protected by intellectual/industrial property rights.

2. Infringement by the counterparty results in a €25,000 penalty.

3. The counterparty indemnifies GLX regarding commissioned designs.

4. Upon non-payment, GLX may resell products without infringing IP rights.

Article 16: Force Majeure

1. GLX may suspend or terminate due to force majeure.

2. Force majeure includes supplier negligence, production stagnation, transport disruption, strikes, government measures, war, fire, and extreme weather.

3. Delivered parts may be invoiced separately.

Article 17: Confidential Information and Non-Competition

1. Confidential information must not be disclosed.

2. During the agreement and one year thereafter, no hiring of GLX staff without permission.

3. Breach results in €50,000 penalty plus €2,500 per day.

Article 18: Dispute Resolution

Disputes shall be submitted to the competent court of the North Holland District Court, unless GLX chooses another competent court.

Article 19: Applicable Law

Dutch law applies. For German counterparties, German law applies to Article 10. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Article 20: Translations

In case of discrepancies between language versions, the Dutch version shall prevail.

Drafted and signed in Nieuw-Vennep on 6 May 2016