Article 1. General
1.1. These terms and conditions apply to every offer, quotation and agreement between fabrikk, registered with the Chamber of Commerce under number 784 15 500, hereinafter referred to as “User”, and a Counterparty to whom the User has declared these terms and conditions applicable, insofar as these terms and conditions have not been expressly deviated from by the parties in writing.
1.2. These terms and conditions also apply to agreements with the User, the execution of which requires the involvement of third parties by the User.
1.3. These general terms and conditions are also written for the employees of the User and its partners.
1.4. The applicability of any purchasing or other terms and conditions of the Counterparty is expressly rejected.
1.5. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The User and the Counterparty shall then enter into consultations in order to agree on new provisions to replace the null or annulled provisions, whereby the purpose and intent of the original provisions shall be observed as much as possible.
1.6. If there is ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place “in the spirit” of these provisions.
1.7. If a situation arises between the parties that is not regulated in these general terms and conditions, this situation shall be assessed in accordance with the spirit of these general terms and conditions.
1.8. If the User does not always require strict compliance with these terms and conditions, this does not mean that their provisions do not apply or that the User would in any way lose the right to demand strict compliance with these provisions in other cases.

Article 2. Quotations and offers
2.1. All quotations and offers of the User are without obligation, unless a period for acceptance has been stated in the quotation. A quotation or offer shall lapse if the product to which the quotation or offer relates is no longer available in the meantime.
2.2. The User cannot be held to its quotations or offers if the Counterparty can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
2.3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, unless otherwise stated.
2.4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or offer, the User shall not be bound thereby. The agreement shall then not be concluded in accordance with this deviating acceptance, unless the User indicates otherwise.
2.5. A composite price quotation does not oblige the User to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.

Article 3. Duration of the agreement; delivery periods, execution and amendment of the agreement
3.1. The agreement between the User and the Counterparty is concluded at the moment the Counterparty gives written approval to the order confirmation drawn up by the User.
3.2. The agreement between the User and the Counterparty is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
3.3. If a period has been agreed or stated for the completion of certain work or for the delivery of certain goods, this shall never be a fatal deadline. In the event of exceeding a period, the Counterparty must therefore give the User written notice of default. The User must be offered a reasonable period to still perform the agreement.
3.4. If the User requires data from the Counterparty for the execution of the agreement, the execution period shall not commence until the Counterparty has made these available to the User correctly and completely.
3.5. Delivery takes place ex works of the User. The Counterparty is obliged to accept the goods at the moment they are made available to him. If the Counterparty refuses acceptance or is negligent in providing information or instructions necessary for delivery, the User is entitled to store the goods at the expense and risk of the Counterparty.
3.6. Under- or over-delivery of up to 10% is permitted. In the event of exceeding this, the User will consult with the Counterparty.
3.7. The User has the right to have certain work performed by third parties.
3.8. The User is entitled to execute the agreement in phases and to invoice the executed part separately, unless otherwise agreed.
3.9. If the agreement is executed in phases, the User may suspend the execution of those parts belonging to a subsequent phase until the Counterparty has approved in writing the results of the preceding phase and has paid the corresponding invoice(s).
3.10. If during the execution of the agreement it appears that it is necessary for proper execution to amend or supplement it, the parties will timely and in mutual consultation adjust the agreement. This may result in changes to price and/or execution period. The Counterparty accepts this possibility.
3.11. If the agreement is amended, the User is entitled to execute it only after approval by an authorized person within the User and after the Counterparty has agreed to the price and conditions.
3.12. If the Counterparty fails to properly fulfill its obligations, the Counterparty shall be liable for all damage incurred by the User as a result.
3.13. If the User agrees on a fixed price, the User is still entitled to increase this price if this results from legal obligations or unforeseen circumstances.
3.14. In the event of a price increase exceeding 10% within three months, consumers are entitled to dissolve the agreement, unless legal exceptions apply.
3.15. If the Counterparty enters into the agreement on behalf of another legal entity, he declares to be authorized to do so and is jointly and severally liable.
3.16. If the Counterparty supplies its own textiles or goods, this is entirely at the Counterparty’s own risk.

Article 4. Suspension, dissolution and interim termination
4.1. The User is entitled to suspend obligations or dissolve the agreement if the Counterparty fails to fulfill its obligations.
4.2. The User may dissolve the agreement if circumstances arise that make fulfillment impossible or unreasonable.
4.3. In case of dissolution, claims of the User become immediately due.
4.4. The User is not liable for damages resulting from suspension or dissolution.
4.5. If dissolution is attributable to the Counterparty, the User is entitled to compensation.
4.6. Immediate dissolution is permitted in case of default by the Counterparty.
4.7. In the event of bankruptcy, suspension of payments or seizure, the User may immediately terminate the agreement.
4.8. In case of cancellation of an order, all costs incurred shall be charged to the Counterparty.

Article 5. Force majeure
5.1. The User is not obliged to fulfill obligations due to force majeure.
5.2. Force majeure includes all external causes beyond the User’s control.
5.3. Obligations may be suspended during force majeure; dissolution is possible after two months.
5.4. Partial fulfillment may be invoiced separately.
5.5. No compensation is due for damage caused by force majeure.

Article 6. Payment and collection costs
6.1. Payment must be made within 14 days of the invoice date.
6.2. Late payment results in statutory interest of 1% per month.
6.3. Payments are first applied to costs, then interest, then principal.
6.4. The Counterparty may not offset payments.
6.5. Objections to invoices do not suspend payment obligations.
6.6. All collection costs are borne by the Counterparty.
6.7. Advance payment may be required by the User.

Article 7. Retention of title
7.1. Delivered goods remain the property of the User until full payment.
7.2. Goods may not be resold or pledged.
7.3. The Counterparty must protect the User’s ownership rights.
7.4. Seizure by third parties must be reported immediately.
7.5. Goods must be insured by the Counterparty.
7.6. The User is entitled to reclaim goods if necessary.

Article 8. Warranties, inspection and complaints
8.1. Goods meet reasonable quality standards.
8.2. Warranty period is six months unless agreed otherwise.
8.3. Warranty lapses in case of improper use or modification.
8.4. Complaints must be reported in writing within seven days.
8.5. Complaints do not suspend payment obligations.
8.6. Late complaints void any right to remedy.
8.7. Defective goods will be repaired or replaced at the User’s discretion.
8.8. Unfounded complaints are charged to the Counterparty.
8.9. Costs after the warranty period are borne by the Counterparty.
8.10. Limitation period for claims is one year.

Article 9. Liability
9.1. Liability is limited as described in this article.
9.2. No liability for incorrect data supplied by the Counterparty.
9.3. Liability is limited to the invoice value.
9.4. Liability is limited to insurance payout.
9.5. Only direct damage is compensated.
9.6. Indirect damage is excluded.
9.7. No liability for courier or postal services.

Article 10. Transfer of risk
10.1. Risk transfers upon delivery to the Counterparty.

Article 11. Indemnification
11.1. The Counterparty indemnifies the User against third-party claims.
11.2. The Counterparty must assist in legal proceedings.

Article 12. Intellectual property
12.1. All intellectual property rights remain with the User or licensors.

Article 13. Deviations
13.1. Minor deviations do not justify rejection or compensation.
13.2. Assessment is based on representative samples.
13.3. Deviations without material impact are deemed minor.
13.4. Over- or under-delivery up to 10% is permitted.

Article 14. Applicable law and disputes
14.1. Dutch law applies exclusively; CISG is excluded.
14.2. The court of the User’s place of business has exclusive jurisdiction.
14.3. Parties shall first attempt to resolve disputes amicably.

Article 15. Filing and amendment of terms
15.1. These terms are provided via email and attached to offers and confirmations.
15.2. The applicable version is the one in force at the time of agreement.
15.3. These terms are filed with the District Court of North Holland, Haarlem, under number 12/2017.