General Terms and Conditions - Wholesale Vlisco Netherlands B.V.

1. Definitions

1.1. in these general terms and conditions (the “Terms and Conditions”):

1.1.1. “Account” means the business account in the name of the Customer with Vlisco;
1.1.2. “Affiliate” means in relation to a legal entity, any subsidiary or holding company thereof and any subsidiary of any such holding company or any entity which Controls, is Con-trolled by, or is under the common Control of such legal entity; and in relation to an in-dividual, any other individual, partnership, trust, company or other entity in relation to which that individual has Control, and any spouse or child of such individual;
1.1.3. “Claim Notice” means a notice of a claim of the Customer as described in article 8.3;
1.1.4. “Contract” means an agreement for the sale or supply of Products by Vlisco to the Cus-tomer, as described in section 3 of these Terms and Conditions;
1.1.5. “Control” means: (i) the power (whether by way of ownership of shares, proxy, contract or otherwise) to: (a) cast, or control the casting of, more than fifty per cent (50%) of the maximum number of votes that might be cast at a shareholders’ meeting of an entity; or (b) appoint or remove all, or the majority, of the directors or other equivalent officers of an entity; or (c) otherwise effectively control an entity; or (ii) the beneficial holding of more than fifty per cent (50%) of the issued share capital of an entity;
1.1.6. “Customer” means a person who places an order with Vlisco or who made or wishes to make an agreement with Vlisco for the supply of Products;
1.1.7. “DCC” means the Dutch Civil Code;
1.1.8. “Intellectual Property Rights” means all present and future patent rights; trade or service marks; copyright; design right; rights in or relating to databases; trade secrets, rights in or relating to confidential information; and any other intellectual property rights (regis-tered or unregistered) throughout the world; including all rights to sue in respect of past infringements, all rights of reversion and all rights to any applications for and pending registrations of intellectual property;
1.1.9. “Parties” means Vlisco and the Customer and “Party” means any one of them;
1.1.10. “Portal” means the online Vlisco Customer portal available via business.vlisco.com;;
1.1.11. “Products” means any Vlisco products agreed to be supplied to the Customer by Vlisco under a Contract;
1.1.12. “Vlisco” means Vlisco Netherlands B.V. or any designated Affiliate.

1.2. The Terms and Conditions consist of:

1.2.1. this “Part A” – the Terms and Conditions; and

1.2.2. “Part B” – Brand Guidelines.

2. Applicability

2.1. These Terms and Conditions shall apply to all Contracts, agreements entered into between Vlisco and the Customer and to all orders placed with or solicited from Vlisco and apply to all legal relationships in which Vlisco acts as (potential) seller and/or supplier of Products.

2.2. Unless as explicitly otherwise agreed in any written agreement between the Parties, Vlisco’s other rights (whether conferred by law or agreement) shall not be prejudiced.

2.3. Any other general terms and conditions of purchase and payment or any other business terms of the Customer shall not apply and the Customer acknowledges that its general terms of pur-chase or services or any similar document shall not apply to the commercial relationship be-tween Vlisco and the Customer.

2.4. Vlisco retains the right to amend these Terms and Conditions at any time.

3. Orders and Prevalence

3.1. Orders for Products may be made by the Customer through Vlisco’s sales channels, including its’ wholesale supply portal (the Portal). Vlisco shall provide the Customer with a user ID and a password enabling it to access the Portal. the Customer may submit orders to Vlisco by means of the Portal.

3.2. The user ID and password are proprietary and confidential information of Vlisco and are sub-ject to the non-disclosure obligations between the Parties. The Customer shall not disclose such user ID and password to any person other than to those of its employees who are authorized to place orders for Products from Vlisco on behalf of the Customer.

3.3. Placing an order with Vlisco means that the Customer agrees with the application of these Terms and Conditions.

3.4. All proposals or offers by Vlisco are non-binding and may be revoked at any time by Vlisco, unless Vlisco stated otherwise in writing. Any amendments made by Vlisco in writing or verbal-ly, shall entail a new proposal, automatically revoking the previous proposal. Any amend-ments by the Customer of an Vlisco proposal, will be deemed a new proposal by the Custom-er, which Vlisco may accept or reject at its sole discretion. Vlisco is not liable in case of stock-out or unavailability of Products.

3.5. The Customer shall submit orders through the Portal in a form satisfactory to Vlisco in its sole discretion. All orders are subject to acceptance by Vlisco. Vlisco shall have no liability to the Customer with respect to orders which are not accepted. Each order shall be deemed an offer by the Customer to purchase Products pursuant to the terms of these Terms and Conditions at the prices as shown in the Portal and, if accepted by Vlisco, shall give rise to a Contract under the terms of these Terms and Conditions, to the exclusion of any additional or contrary terms contained in the order. No accepted order may be modified or cancelled except upon the written agreement of Vlisco. Mutually agreed upon change orders shall be subject to these Terms and Conditions, as well, whether or not so stated therein.

3.6. Vlisco reserves the right to cancel any order placed by a Customer with whom it has a dispute concerning a prior order, reserved stock, or if it has reasonable cause to suspect that such Cus-tomer has violated these Terms and Conditions, or is engaged in any fraudulent activity or for any other legitimate cause.

3.7. Vlisco’s acceptance of an order concludes a Contract. Acceptance shall be effected by ei-ther returning a copy of the order signed for approval by Vlisco or by confirming the order by way of sending an invoice or alternative electronic transmission.

3.8. A Contract consists of the order confirmed and accepted by Vlisco, these Terms and Condi-tions and/or - to the extent applicable - any partner documentation concluded between the Parties.

3.9. In case of discrepancy or inconsistency, the following order of prevalence applies:

3.9.1. an order confirmed by Vlisco;
3.9.2. the commercial terms agreed in writing; and
3.9.3. the Terms and Conditions.

4. Deliveries

4.1. Insofar as not explicitly agreed otherwise in a Contract, all deliveries of the Products shall be made at the cost and risk of the Customer Ex-Works (in accordance with the most recent ICC Incoterms) at the premises of Vlisco or as the case may be at the destination indicated by Vlisco in the order. The risk of transport for each delivery shall in every case be borne by the Customer.

4.2. Any delivery periods or dates stated are estimates only and are not binding on Vlisco. Any deadline for delivery agreed upon by the Parties will commence as soon as Vlisco has ac-cepted and confirmed the order, all official formalities have been completed, payments due at the conclusion of a Contract have been settled, any agreed securities have been provided and any other precondition have been fulfilled.

4.3. Vlisco is entitled to make part deliveries and to invoice these accordingly. If the Customer an-ticipates that it will be unable to accept delivery of the Products on the delivery date, it will forthwith notify Vlisco in writing stating the reason and, if possible, the date when it will be able to accept delivery. If the Customer fails to accept delivery on the delivery date, it will never-theless not release the Customer from paying the purchase price. Vlisco may at its sole discre-tion arrange for storage of the Products at the Customer’s expense and risk.

4.4. Each pickup by the Customer of delivery by Vlisco must be made in accordance with: (i) any instructions by Vlisco as indicated in each Contract and (ii) the respective statutory provisions in effect at the site of receipt. All Products shall be supplied and, if agreed, transported in the way stated on the order confirmation or otherwise stated by or on behalf of Vlisco in writing (or electronically). Any additional costs arising from a deviation from the agreed delivery method shall be borne by the Customer.

4.5. Each order is to be picked up and accepted by the Customer in the delivery period stated in the order confirmation or other instructions by Vlisco. Unless explicitly agreed otherwise, every date and period applicable to the Customer’s obligations is to be regarded as a strict dead-line. The Customer shall be in default should it fail to accept and pick up the order within the agreed delivery window.

4.6. Irrespective of whether Vlisco has terminated a Contract for cause, Vlisco shall be under no obligation to deliver Products for which no full payment has been received from the Customer.

4.7. Immediately upon receipt of a Product, the Customer shall test and inspect it for defects and non-conformance with the written specifications provided by Vlisco. The inspection should in any case cover quantities and directly visible defects.

4.8. The Products offered by Vlisco to the Customer are the Product range made available by Vlisco through its Portal. Vlisco has the rights, in its sole discretion, at any time, to:

4.8.1. alter the specifications of all or any part of the Products;
4.8.2. discontinue the manufacture of all or any part of the Products;
4.8.3. discontinue the development of any new product, whether or not such product has been announced publicly; or
4.8.4. expand or reduce in any manner the Products.

5. Prices and payments

5.1. Prices are valid as they are shown in the Portal, subject to availability of Products. Vlisco is not liable in case of stock outage or unavailability of Products.

5.2. Prices shall be in euro (€) and shall exclude VAT. Vlisco is entitled to change its prices from time to time, in principal this takes place each year due to indexation. Any changes will apply even if not communicated in advance. Prices shall be subject to changes in cost price factors, in-cluding wages, the cost price of raw materials or other materials and/or changes in exchange rates relating to the performance of Vlisco. Any change in the cost price factors may be charged to the Customer by Vlisco upon giving prior written notice.

5.3. Full payment is required within 7 days of the date of receipt of the invoice in a manner to be designated by Vlisco. If payment is not received within 7 days, Vlisco reserves the right to sus-pend in whole or in part or terminate a Contract for cause without prior notice or court inter-vention and without the obligation to offer an extended payment period. All amounts due and payable with respect to Products to be delivered by Vlisco shall always be paid in full pri-or to delivery and such full and final settlement of all outstanding payment obligations is a condition for delivery of an order.

5.4. All payments made by the Customer to Vlisco hereunder shall be exclusive of all costs and deductions, including, without limitation: customs duties, customs tariffs, foreign exchange permits and fees, excise, withholding and all other taxes unless law requires it and bank or payment processing fees, all of which shall be borne by the Customer.

5.5. Invoices shall be sent digitally to the Customer.

5.6. Unless explicitly accepted in writing by Vlisco, all payments must be made by wire transfer into the bank account of Vlisco. Any payment via wire transfer from a bank account that is in the name of another party, not being the Customer is not allowed, Vlisco shall not be able to pro-cess the relevant order and the payments will be refunded to the party in whose name the bank account is administered.

5.7. No part of any amount payable to Vlisco may be reduced due to any counterclaim, set-off, adjustment or other right which the Customer might have against Vlisco, any other party or otherwise, except for claims of the Customer against Vlisco that are uncontested by Vlisco or which have been finally (and without any right to appeal) adjudicated to the Customer.

5.8. Amounts payable to Vlisco hereunder but not paid by the Customer when due shall bear in-terest at the lower of:

5.8.1. 10% per annum; or
5.8.2. the maximum lawful interest rate permitted by applicable law.
Such interest shall accrue on due amounts until paid in full. Any judicial and extrajudicial costs required to collect payments will be charged to the Customer.

6. Account

6.1. All advance payments received and confirmed by Vlisco shall be credited to the Customer’s Account. Purchases of Product(s) made by the Customer shall be charged to its Account.

6.2. The Customer can check the balance of its Account upon request via Vlisco’s back office or it’s relevant account manager.

6.3. The Customer is not entitled to interest or any other form of compensation for the funds credit-ed to its Account.

6.4. Any credit on an Account is to be exclusively and solely used by the Customer for the pur-chase and payment of Products. Under no circumstances shall Vlisco be required to reimburse payments made in the Customer’s Account and to the maximum extent permitted by applica-ble law the Customer waives any right towards Vlisco to withdraw, refund or claim for repay-ment of any payment deposited to or credited to its Account.

6.5. Vlisco shall be entitled to make any payment required by Vlisco to the Customer by crediting the Customer’s Account and/or charge and/or setoff any claim against the Customer’s Ac-count on whatever ground it may have towards the Customer.

7. Warranty and complaints

7.1. Vlisco warrants that the Products shall meet the specifications as described or supplied to the Customer from time to time by Vlisco. While every effort is taken to try to ensure that the colour-ing and other Product specifications of the Products in the photographs displayed in the Portal are representative of the original Products, variations may occur due to technical restrictions of colour reproduction on computer equipment. Vlisco shall not be liable for any error or inaccu-racy in the photographs or graphical representations of Products displayed on the Portal. Small deviations as to designs, measurements, weight, numbers, colours and any other particu-lars that do not essentially affect the performance and/or application of the Products shall not constitute a breach of warranty.

7.2. Subject to receipt of a Claim Notice in accordance with this article 8, Vlisco shall at Vlisco’s sole discretion either (i) replace or (ii) repair or supplement any Product that does not conform to such specifications at its own expense, or (iii) (partly) reimburse any sums paid by the Cus-tomer for such Product (with the right of setoff by Vlisco). This shall be the exclusive and only remedy of the Customer, thereby excluding, to the largest extent possible, any and all non-mandatory statutory provisions applicable to the defectiveness of the Products supplied to the Customer. Vlisco makes no other representation or warranty of any kind, express or implied, as to the merchantability, fitness for particular purpose, or any other matter with respect to the Products, whether used alone or in combination with any other material.

7.3. Any claim made under this article 8 shall be notified to Vlisco in writing within thirty (30) days after the date of delivery, failing which it shall be invalid (“Claim Notice”). At the time of notifi-cation, the Customer shall provide Vlisco with all available information and supporting docu-ments relating to the claim.

7.4. The Claim Notice shall at least include the following information which shall be addressed to the Customer’s account manager:
7.4.1. SKU code
7.4.2. Quantity
7.4.3. Date of purchase (invoice number)
7.4.4. Nature of the problem:
7.4.4.1. Stain
7.4.4.2. Hole
7.4.4.3. Misfit
7.4.4.4. Colour bleeding
7.4.4.5. Other
7.4.5. Photo of the problem.

7.5. The Claim Notice shall include samples of the affected Product in order for Vlisco to analyse and consider the merits of the Claim Notice. If the Claim Notice:

7.5.1. concerns 1 to 10 units of Product, the Customer shall provide Vlisco with all units for analysis;
7.5.2. concerns a quantity larger than 10 units, the Customer shall provide Vlisco with a sam-ple large enough, the minimum being 5 units;
if the Customer is not able to provide samples, the Customer shall provide images allowing Vlisco to confirm the type and volume of the Product quality issue.

7.6. Subject to and depending on the outcome of Vlisco’s analysis of the Claim Notice and the affected Products the Customer may be entitled to compensation. The remedy available in the event Vlisco offers compensation is Vlisco providing the Customer with a credit note and cred-iting the relevant amount directly on the Customer’s Account with Vlisco. Between 30 to 90 days, Vlisco shall inform the Customer of the result of its analysis of the Claim Notice. Results can fall under the following categories:
7.6.1. Justified scrap: entitles the Customer to full reimbursement of the affected Product;
7.6.2. Justified: entitles the Customer to a reimbursement of an amount between 10% and 30% with regard to the affected Product;
7.6.3. Not justified, small visual effect: reimbursement with regard to the affected Product up to a maximum 10%
7.6.4. Not justified: no reimbursement.

7.7. To the maximum extent permitted by applicable law:
7.7.1. Vlisco shall not be liable to the Customer or any other person in respect of the Products except for any loss or damage directly caused by Vlisco's wilful misconduct or gross negligence; and
7.7.2. other than in case of wilful misconduct or gross negligence, Vlisco is not liable for any indirect, special or consequential losses or damage, including without limitation for loss of profit, loss of data, penalties and fines, interruption in production and/or interruption of operations at the Customer, its customers and/or any of their agents or subcontrac-tors.

7.8. The warranties provided by Vlisco do not cover faults or damages arising from natural wear and tear, faulty or careless treatment, improper storage or unloading and unauthorized un-packing of Products, improper or defective environmental circumstances and unauthorized re-location of Products. Unauthorized modifications, repairs, or additions to Products.

7.9. Without prejudice to the above and in the event notwithstanding the limitations in these Terms and Conditions Vlisco is held liable for payment of compensation due to non-delivery., un-timely or faulty or incomplete delivery of Products, this compensation will never exceed the in-voice amount related to the relevant Products.

8. Compliance

8.1. The Customer warrants that it shall comply with all laws and regulations that are relevant to its contractual obligations, including without limitation, the distribution, sale, handling, transport, storage, packaging, labelling and delivery to its customers of each Product, as well as any laws and regulations relating to health, safety and environment. The Customer indemnifies Vlisco against potential claims, costs, losses and fines raised in this connection.

8.2. The Customer shall comply with and adhere to the Brand Guidelines and the Customer war-rants that it, its sub-distributors and subcontractors and the processing and re-sale of Products by the Customer shall in all respects comply with these Brand Guidelines.

9. Audit

9.1. Customer shall, on reasonable advance written notice of at least ten (10) Business Days or – in case of extraordinary events reasonably not allowing for observing such period (e.g. supervi-sory authority review), permit the duly authorized representatives of either Vlisco, or an inde-pendent auditor appointed by Vlisco to enter any relevant site at any time during usual busi-ness hours to inspect that site and the records and documentation maintained by Customer, in order to ensure compliance with the terms and conditions of these Terms and Conditions and relevant laws and regulations and to receive such explanations as may reasonably be re-quired in respect of these Terms and Conditions (“Audit”).

9.2. With respect to any Audit, Customer shall cooperate with Vlisco and the independent auditor and – as the case may be – the relevant supervising authorities, to facilitate an Audit under this clause 9.

9.3. Vlisco shall be entitled access to all necessary documentation maintained by Customer or its agents, which is related to the Products and the Terms and Conditions. Customer supplies a (electronic) copy of the relevant documentation on request. Vlisco and its auditor(s) treat all documentation supplied by Customer as confidential as described in the confidentiality provi-sions of these Terms and Conditions and will only use the documentation for evidencing Audit findings and conclusions.

9.4. Vlisco can decide to delegate her own audit activities to third party independent auditors. Customer treats these independent auditors similar as if they were Vlisco employees. In all cas-es of an Audit, Vlisco remains responsible for the Audit. Vlisco and the independent auditor and the relevant supervising authority can decide to hire subject matter experts to delegate specific audit activities, Customer will cooperate with such delegated audit activities.

10. Third Party Rights and Intellectual Property Rights

10.1. Vlisco retains exclusive ownership of all Intellectual Property Rights held, owned and/or li-censed by it and no transfer of Intellectual Property Rights results or license of Intellectual Prop-erty Rights is granted by execution or performance of a Contract or order. Unless explicitly oth-erwise agreed Vlisco is the owner of all Intellectual Property Rights to the Products, materials and information that it provides to the Customer, as well as any and all Intellectual Property Rights resulting from any work carried out by the Customer (or its sub-distributors) on behalf of Vlisco in order to adapt the Products to Vlisco’s standards or at the specific request of Vlisco (including packaging, labels, the design, along with said rights to technical and commercial knowhow, models, templates, designs and drawings).

10.2. All documents, drawings, models, designs, data and other items and or materials provided to or created by the Customer and/or Vlisco in the course of providing the Products to the Cus-tomer and all Intellectual Property Rights therein shall be the sole exclusive property of Vlisco

10.3. The Customer shall not do, or omit to do, anything to prejudice the distinctiveness, validity or goodwill of Vlisco’s Intellectual Property Rights, to diminish the rights of Vlisco in its Intellectual Property Rights or to impair any registration of Vlisco’s Intellectual Property Rights, including but not limited to Vlisco’s trademark rights. The Customer shall not use the trademark “Vlisco” or alike in its company, business, trade or domain names or trademarks. The Customer shall not (i) use any trademark, trade name or domain name that it is likely to cause confusion or decep-tion with any of Vlisco’s Intellectual Property Rights, (ii) terminate the promotion and/or sale in accordance with Vlisco’s request and (iii) not manufacture or have manufactured, sell or promote products that infringe on Vlisco’s Intellectual Property Rights.

10.4. Customer shall not apply for, purchase, register or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub domains and page URLs) that use or include Vlisco or Vlisco trademarks or that use or include any terms that may be confusing with Vlisco trademarks or Vlisco’s product line references.

10.5. The Customer shall not, and shall not permit any third party to, market, sell, distribute or other-wise use for any purpose, (a) any products which are damaged or defective, (b) any counter-feit products that have not been brought onto the market with Vlisco’s consent, (c) any prod-ucts, product packaging or advertising materials that are in any way misleading or (d) any other products or product packaging or advertising materials that may adversely affect the reputation or goodwill of Vlisco.

10.6. All rights to and goodwill associated with the Intellectual Property Rights potentially resulting from the Customer’s use and sale of the Products shall accrue to Vlisco. The Customer shall do all such things as may be necessary to vest all rights to and goodwill in the Intellectual Property Rights in the name of Vlisco.

10.7. The Customer shall promptly notify Vlisco of:

10.7.1. any third party or any of its employees infringing (whether actual, threatening or sus-pected), misappropriating or passing-off Vlisco’s Intellectual Property Rights or compet-ing unfairly with or using without authorisation Vlisco’s Intellectual Property Rights, in each case identifying (if known) the persons involved.
10.7.2. any third party claim of ownership, infringement, misappropriation or passing-off of Vlisco’s Intellectual Property Rights or unfair competition relating to Vlisco’s Intellectual Property Rights. The Customer shall not respond to any such claim and shall make no statement as to validity of the registered Intellectual Property Rights or application with-out the written approval of Vlisco. The Customer shall make no admissions as to liability.

10.8. The Customer shall defend, indemnify and hold Vlisco harmless against any and all fines, loss-es, damages, costs and expenses incurred by or assessed against Vlisco which arise out of a claim or proceeding brought by a third party alleging that the sale, importation, use or disposi-tion by the Customer or by any of its customers of a Product or any part thereof, directly or in-directly infringes patents, copyrights, trademarks or trade secrets, Intellectual Property Rights or any other right of such third party.

11. Transfer of Ownership and Title

11.1. Until such time as the full purchase price has been paid by the Customer for a Product to the full satisfaction of Vlisco, all right, title and interest in any such Product purchased by the Cus-tomer shall remain with Vlisco. The Customer agrees to execute any and all documents and in-struments, including security agreements and financing statements requested by Vlisco in order to protect Vlisco's interests in any Products or to evidence Vlisco's ownership of any Products.

11.2. Risk of loss for Products shall pass to the Customer in accordance with the applicable inco-term.

12. Cession, Pledging and Subcontracting

12.1. The Customer shall not subcontract all or part of its performance (except where stated in an order), without the prior written approval of Vlisco.

12.2. The Customer cannot assign a Contract or any of its rights and/or obligations thereunder, or pledge or encumber any of its rights thereunder. This stipulation regarding assignment is a stipu-lation with effect on property rights.

13. Termination, Cancellation or Suspension

13.1. Without prejudice to any rights or remedies which the Parties may have against each other or to any other provision of these Terms and Conditions, Vlisco may terminate, cancel and/or suspend any Contract and/or Order with immediate effect in the event:

13.1.1. the Customer commits a material breach of these Terms and Conditions;
13.1.2. the Customer is engaged in the manufacturing, ordering, shipping, selling or promoting of products infringing on Vlisco’s Intellectual Property Rights;
13.1.3. a change of control occurs (direct or indirect) with regard to the Customer; and/or
13.1.4. proceedings for the bankruptcy (faillissement), dissolution (ontbinding en vereffening) or moratorium of payments (surseance van betaling) of the Customer ae pending.

14. Force Majeure

14.1. Vlisco shall not be responsible or liable for a failure to perform its contractual obligations if such failure is due to force majeure defined as an event which is unforeseeable, beyond the control of the Parties and which cannot be avoided, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), ter-rorist threats or acts, riot or other civil unrest; (d) requirements of law; (e) action by any gov-ernmental authority (whether or not having the effect of law) (e) sickness, illness, pandemic (declared or not) or other medical emergency (f) shortage of personnel or production materi-als (g) strikes, labour stoppages or slowdowns or other industrial disturbances, (h) shortages of or delays in receiving raw materials or of adequate power or transportation facilities (i) not of-ficially declared epidemic or pandemic, (j) breach of contract by third parties contracted by Vlisco, (k) financial problems of Vlisco or (l) the inability of Vlisco to secure the necessary li-censes, administrative permits or authorizations.

14.2. Vlisco shall be entitled to terminate a Contract with immediate effect by written notification if it is clear or can be presumed that the state of force majeure will last for longer than twenty (20) Business Days or immediately if the context of the non-performance reasonably justifies imme-diate termination.

15. Confidentiality

15.1. The Customer shall treat as confidential and shall not disclose to any third party, any infor-mation provided by Vlisco in the context of a Contract, including business information, proce-dures, prices and Product information, unless – and to the extent to – necessary for the perfor-mance of its duties under such Contract. The Customer shall inform its employees who have access to the information about the obligations pursuant to this item. The Customer warrants and ensures that such employees shall be bound by such confidentiality obligations

15.2. Upon termination of a Contract, the Customer shall promptly return to Vlisco all information and data supplied to it.

15.3. No public statement, promotion, press release or any kind of disclosure to third parties shall be made by the Customer regarding a Contract without prior written consent of Vlisco.

16. Liability and Insurance

16.1. The Customer shall be liable for any damage of any kind which Vlisco or any third party may incur to the extent caused by or attributable to the Customer and for any damage resulting from (the use of) the Products after delivery. The Customer indemnifies and holds harmless Vlisco against all costs, damages and losses and third-party claims (including supervisory au-thorities) related to a breach of Contract by the Customer (including a claim under the war-ranties provided by the Customer). The Customer will fully reimburse Vlisco for all costs incurred in this regard, including the legal fees and the costs of research, transportation, storage and destruction of Products and losses suffered.

16.2. Notwithstanding any provision to the contrary, the Customer shall always be liable for any damage caused by gross negligence or wilful misconduct or injury to persons. Furthermore, the Customer shall be liable in case its subcontractors, employees, agents and/or partners of any kind involved in the performance of each Contract fail to fulfil any of the contractual obliga-tions and for any damages resulting thereof.

16.3. The Customer shall contract an insurance policy with a first-ranking insurance company con-cerning its third-party and professional liability.

17. Miscellaneous

17.1. Nothing in a Contract shall create a joint-venture or establish the relationship of principal and agent or any employment contract between the Parties. The Parties to a Contract are inde-pendent contractors and neither party is granted the right or authority to assume or create any obligation on behalf or in the name of the other Party.

17.2. No amendment to a Contract shall have any force or effect unless it is in writing and signed by the Parties.

17.3. If any provision of a Contract is in conflict with any applicable legal requirement, that provi-sion shall not be applied, such conflict shall not affect or impair the legality, validity or en-forceability of any other provision and the Parties shall endeavour to agree on a new provi-sion in line with their initial intention.

18. Place of Performance, Jurisdiction and Governing Law

18.1. Place of performance for all deliveries shall be the premises of Vlisco as point of destination of the Products, insofar as performance is effected directly by Vlisco, its registered place of busi-ness shall be the place of performance.

18.2. The contractual relationship between the Customer and Vlisco shall be exclusively governed and construed in accordance with the laws of the Netherlands without reference to its con-flict of laws principles under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

18.3. Any disputes arising out or in connection with these terms and Conditions that cannot be set-tled amicably, shall be exclusively submitted to the competent courts of Oost-Brabant, location ‘s-Hertogenbosch, the Netherlands.

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