RAMCLUB GENERAL TERMS & CONDITIONS OF SALE (FOR TRADE CUSTOMERS)

RAMCLUB, with registered office at Prinsenhil 29, Breda, The Netherlands registered in The Netherlands under the number NL 70038147, distributes Ramclub blank textile products through various distribution channels.

1 GENERAL POINTS

These general terms & conditions of sale (hereinafter referred to as the “General Terms of Online Sale”) govern all  sales of Ramclub brand products by Ramclub (hereinafter referred to as the “Products”). Placing an order online, or by any other means (EDI, offline order, etc.) implies the customer’s complete and unreserved compliance with these General Terms & Conditions of Sale.

1.1 Ramclub reserves the right to amend the General Terms & Conditions of Sale. These amendments shall apply to any future order. The latest version of the General Terms & Conditions of Sale is always available online on the Ramclub website.

1.2 In order to be binding on Ramclub, all terms other than these general terms, as well as any derogations from these general terms, even if they are issued by representatives of Ramclub, must be expressly confirmed by Ramclub.

1.3 If one of the provisions of these general terms and/or another contract between the parties should become totally or partially invalid, the remaining provisions remain entirely valid. In such cases, the parties undertake to establish, in the place of the provision that has become invalid, a new regulation that is as close as possible to the objective of the provision that has become invalid.

2 DESCRIPTION OF THE GOODS TO BE DELIVERED

2.1 The characteristics of the products delivered are as referred to in the order confirmation.

2.2 After having informed the customer, Ramclub shall be entitled to alter slightly the characteristics of the products to be delivered if, for reasons outside of its control, such as discontinuation of supply by the manufacturer in particular, it should become impossible to supply exactly what was ordered.

2.3 The quality standards applied to the products available comply with the international quality standards for garment production accepted by Ramclub.

3 PRICES

3.1 The applicable sales prices are as shown in the official price list sent by e-mail. Unless stated otherwise, product prices are indicated in EUR, excluding VAT and excluding delivery fees, which shall be indicated and invoiced to the customer at the time of payment. In the event of a price change, the customer should take into account the most recent list sent by e-mail by Ramclub.

3.2 Ramclub undertakes to notify the customer by e-mail of any price change 15 days before it comes into effect. This notification shall also include the new price list. If, due to an error, the customer has not received this notification or has not forwarded it internally and notices a price change, the customer shall immediately inform Ramclub before placing a new order.

4 DELIVERY

4.1 The products are delivered to the delivery address indicated by the customer at the time of ordering.

4.2 The delivery dates are given purely as a guide. A delay in delivery (even for an express delivery) can never give rise to any fines or compensation whatsoever from Ramclub nor justify the cancellation of the order.

4.3 Ramclub has the right to refuse one or more deliveries, even of new orders, if the customer does not comply with any of his/her obligations with respect to Ramclub (for example, obligation to pay, obligation to personalise each product purchased, etc.), regardless of the reasons.

4.4 The transportation charges payable by the customer are specified in the order confirmation. If a customer has already paid for an ordinary delivery method, he/she shall be invoiced for the difference between the extraordinary and ordinary delivery charges. In some specific delivery zones, the delivery charges shall always be calculated based on the order and shall be e-mailed to the customer for approval prior to dispatch. This includes deliveries outside Europe and to certain islands within Europe.

4.5 If the customer orders products to be delivered to a country other than The Netherlands, the customer is deemed to be the approved importer and, in this respect, must comply with the laws and regulations in force in the country in which the goods are received. The customer may be subject to import duties or taxes when the goods arrive in the country. All these additional customs clearance fees, if applicable, are payable by the customer.

4.6 Ramclub shall not be held liable if the customer encounters any customs issue whatsoever when exporting Ramclub products to a country located outside the European Union for which Ramclub is not able to provide the required documents (Switzerland, United States, Canada, Africa, etc.).

5 RETENTION OF OWNERSHIP

5.1 Ramclub retains ownership of the goods until the invoice has effectively been paid in full (not just payment for the goods, but also for other fees invoiced such as delivery, default interest, etc…).

5.2 In the event of non-payment by the customer of the invoices within the contractual timeframe, without prejudice to its other rights pursuant to the contract or the law, Ramclub may demand that the goods be returned at the customer’s expense and risk.

5.3 The customer is liable for an indemnity for lost value set at 12% of the price of the goods for each month they are held on the time period between delivery and return. This indemnity may be offset against any down payments made.

5.4 Without prejudice to what is stipulated above, the customer shall grant to Ramclub any right to collect, on their behalf, open invoices from their customer on the products not paid to Ramclub. To enable the implementation of this assignment through notification to the assigned debtor, the customer authorises Ramclub to peruse its accounting books, invoice registers, order books and other relevant administrative, financial and accounting documents.

6 TRANSFER OF RISKS

6.1 The risks are transferred to the customer on the day on which the goods are placed at his/her disposal, whether or not he/she takes delivery.

7 COMPLAINTS/RETURNS

7.1 The customer is required to check the compliance of the goods delivered as soon as they are received. If the customer observes that the packaging containing the products is damaged, he/she can refuse to accept it and ask for the parcel to be returned to Ramclub. The customer shall be required to notify the customer service department of the damage as soon as possible.7.2 Any complaint about the invoice must be made by e-mail within eight calendar days of the invoicing date. Otherwise, the invoice shall be considered to have been accepted. A complaint cannot under any circumstance be relied upon to delay the payment of the invoice.

7.3 In the event of a non-compliance or hidden defect, the customer must send Ramclub a complaint, stipulating the nature of and reasons for this complaint. Slight differences in size, shade, colour and execution do not constitute a non-compliance. Any quality complaint shall be analysed by the quality department of Ramclub, which shall determine whether there is a defect. Any defect observed by the customer (mark, difference in size, colours, etc.) must be notified before the product is altered. Ramclub shall not accept the complaint following decoration (printing, embroidery, etc.). Complaints must reach Ramclub by e-mail within a period of 28 calendar days from the customer or a third party taking possession of the products. Once this period has elapsed, the customer is considered to have accepted the products, and any complaint other than those relating to hidden defects shall be rejected.

7.4 Any request to return goods must reach Stanley/Stella by e-mail within a period of 28 calendar days from the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to have accepted the products. The customer shall send a written return request outlining the nature and reasons for this request and wait to receive written agreement from Stanley/Stella regarding this, if applicable. Written agreement from Stanley/Stella shall be given without prejudice and without any prejudicial recognition.

7.5 In the event of agreement, Ramclub shall open a return file. The customer shall receive a return number as well as a label on which the return address is written. The customer shall enclose the return authorisation and affix the label provided by Ramclub onto the box to be sent back. Responsibility for sending the parcel(s) with the carrier of his/her choosing is incumbent on the customer. Any return sent to an address other than the one indicated by Ramclub shall be refused. Returns must be made within 15 calendar days of the return file being opened by Ramclub. Parcels containing no element identifying the sender (return no., order no., customer’s name, address, etc.) shall be refused. Ramclub shall never accept the costs of a return organised by the customer without its prior written agreement.

7.6 The products must be returned to Ramclub in their original packaging and in the condition in which the customer received them, along with all of the elements delivered (accessories, packaging, etc.). Products cannot be accepted if they are returned in any packaging other than the original packaging or in damaged original packaging. Products altered by the customer (embroidered, screen printed, etc.) or by a third party can never be returned. Returned products that have been refused by Ramclub shall be held at the disposal of the customer, who/which is required to collect them from the address notified to him/her/it and to pay for them if he/she has not yet done so. In the event of a non-compliance or defect duly observed by Ramclub, the customer can obtain a replacement, or a credit note which the customer can deduct from his/her next purchase or reimbursement for the products, as the customer so chooses, excluding any compensation or damages.

7.7 In the event of the authorised return of compliant products, i.e. products that are compliant and without a visible or hidden defect, the customer can obtain reimbursement for them. In this event, Ramclub reserves the right to retain twenty percent (20%) of the invoiced value excluding VAT of the compliant products returned, subject to a minimum of EUR 15 per return file.

7.8 In the event of abnormal or unjustified returns, Ramclub reserves the right to refuse this return as well as any subsequent order.

8 LIABILITY

8.1 Ramclub does its best to deliver consistent quality products. Differences in size, shade, colour and execution shall be expressly tolerated, given the nature and composition of the products. If Ramclub acknowledges that one of its products is defective, it shall be replaced with a similar product of the same value. If replacement proves impossible, Ramclub shall credit the defective product as soon as possible. Under no circumstance shall the liability of Ramclub go beyond replacement/reimbursement. Ramclub shall not be held liable for compensation for any loss or direct or indirect damage whatsoever.

8.2 The photos and text illustrating and describing the products featured on this website are provided for information purposes and are not contractual. They are used exclusively to promote the Ramclub brand, and no other use is permitted. Ramclub does not assume any liability for errors or omissions in the photos or text featured on this site.

8.3 The customer releases Ramclub from any liability and waives any right to compensation or damages against Ramclub which might result from the services of Ramclub – or in relation thereto – or from the temporary non-availability of its website, except in the event of loss or damage caused intentionally by Ramclub or as a consequence of gross negligence on the latter’s part.

9 PAYMENT TERMS

9.1 Unless otherwise stated on the invoice, invoices are payable on cash terms, without discount, as soon as the order is accepted.

Payment by credit card
9.2 In the event of payment by credit card, the entire balance (including delivery costs) must be paid at the time of ordering.

10 LATE PAYMENT

10.1 In the event of late payment in relation to the payment terms on the invoice, in accordance with the Law of 8 August 2002, the customer is liable automatically, and without prior notice, for late interest at the rate laid down by Article 5 of this law, from the invoice due date. This amount shall subsequently be increased by a fixed indemnity of 10%, subject to a minimum of EUR 60 for administrative fees.

10.2 Non-payment of one due invoice shall automatically render all invoices, due or undue, payable immediately. Ramclub shall have the right to demand payment guarantees at any time. If it has not received the requested guarantees, Ramclub shall be entitled to delay the delivery of the open orders or cancel them. All of the direct or indirect costs related to non-compliance with the payment period, for example additional delivery costs, shall be payable by the customer.

11 FORCE MAJEURE – DISCLAIMER

11.1 Force majeure is any event outside the reasonable control of Ramclub that affects the performance of its commitments, including, without being limited to, natural disasters, riots, war and military operations, national or local emergency situations, acts or negligence by the public authorities, economic disputes of any kind whatsoever, actions by workers, fires, floods, lightning, explosions, collapses as well as any act or negligence by an individual or entity outside the reasonable control of Ramclub, notably its third-party suppliers.

11.2 In the event of force majeure, the delivery period for the products shall be extended by a period corresponding to the period during which Stanley/Stella is prevented from satisfying its obligations due to the force majeure.

11.3 If the delivery period for the products is delayed by more than six weeks due to a force majeure event, both Ramclub and the customer have the option to cancel all or part of the order without the customer being entitled to claim any compensation whatsoever. Ramclub nevertheless has the right to be compensated for the costs incurred.

11.4 In the event of the occurrence of unforeseen circumstances during the execution of the order, Ramclub may request that the deadline be extended and/or that the order be revised, including the prices set, if said circumstances make all or part of the order more difficult and/or more costly to execute. If applicable, the parties shall come together in good faith to discuss the adjustments to be made to the order in order for it to remain advantageous for both parties.

12 ORDERING ERROR

12.1 If a customer has made an error with his/her order, he/she can request in writing to return the goods. The returns procedure is described in point 7 Complaints/returns. In fact, these same return conditions mentioned in point 7 shall apply if the customer has made an error. Any request to return goods must reach Ramclub within a maximum period of 28 calendar days from either the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to have accepted the products, and Ramclub can no longer be held liable for the error.

12.2 An ordering error cannot under any circumstance be relied upon to delay the payment of the invoice. A product return shall only be accepted and approved following prior written request and written agreement from Ramclub mentioning the address to which the products should be returned. The costs of return shall be payable by the customer.

12.3 The products must be returned to Ramclub in the condition in which the customer received them, along with all the elements delivered (accessories, packaging, etc.). Returned products which are deemed unable to be accepted for return by Ramclub are held at the disposal of the customer for a maximum of 4 weeks. The customer is required to collect them from the address notified to him/her/it and to pay for them. In the event of abnormal or unjustified returns, Ramclub reserves the right to refuse this return as well as any subsequent order.

12.4 Products altered by the customer or a third party can never be returned. Neither can parcels be taken back where there is no element identifying the sender (return no., order no., customer’s name, address).

12.5 Returns must be sent to the address indicated by Ramclub in its prior written agreement and must include a copy of the delivery note and the invoice. Products shall be taken back by Ramclub at 80% of the amount invoiced by Ramclub, provided the customer has complied with Articles 12.1 to 12.4 of these General Terms of Online Sale.

12.6 Complaints as a result of a picking error must reach Ramclub within a maximum period of two calendar days from either the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to
have accepted the products, and Ramclub can no longer be held liable for the error. In the event of an order picking error, Ramclub shall arrange for the goods to be returned at its expense.

13 ORDER CANCELLATION

13.1 By sending written notification to the customer, Ramclub is entitled to cancel the order if the customer fails to pay the amount he/she owes within the timeframe given. For prepayment customers using bank transfer as their payment method, Ramclub is entitled to cancel the order if the payment has not been made within five calendar days of the order date.

14 INTELLECTUAL PROPERTY

14.1 The right to the Ramclub name, logo, trademark and designs in particular is protected on the markets where we have a presence.

14.2 Any element protected, developed, created or acquired by Ramclub is and shall remain the exclusive property of Ramclub and/or the third parties that granted it a licence.

14.3 All of the visual, textual or sound components of the Ramclub website, including the underlying technology, are protected by intellectual property or other laws (including database law) and are the exclusive property of Ramclub and/or the third party who granted a licence to Ramclub.

14.4 Each year, Ramclub designs and develops a series of products and visuals that are only intended to promote the products that are sold under its own name, “Ramclub”. Both the products and the visuals on all the Ramclub websites are protected by trademark law and copyright. They are the exclusive property of Ramclub.

14.5 The visuals available via the API or the Brand Library can only be used by customers promoting and selling products sold under the name “Ramclub” to their trade customers (associations, clubs, corporate, etc.), excluding other customers, particularly those who use our products under their own name and that are therefore not sold under the name “Ramclub”. These customers can only use the “pack shots”, i.e. textile photos only without a model, clearly identified as such. Ramclub reserves the right to withdraw these authorisations at any time.

14.6 Subject to the above, Ramclub visuals cannot therefore be used, free of charge or on a fee-paying basis, without prior written authorisation from Ramclub, for example for a third-party advertising campaign, whether in magazines, on billboards or in any other printed or digital media.

14.7 In any event, the visuals can only be used in their original format and in accordance with the instructions provided on a case-by-case basis by Ramclub. They are made available to our “dealer” customers with the sole objective of promoting the Ramclub brand and its products. They cannot be in any way altered, re-coloured, photoshopped or adapted to any communication requirement or method, whether in print, video or digital media. They cannot be combined with each other or associated with third-party visual material. Ramclub customers are responsible for creating and developing visuals reflecting their own brand image themselves. Consequently, liability for any visual it has not created is not incumbent on Ramclub. We therefore accept no liability for motifs, visuals, text, etc. of a negative nature, such as plagiarism, racism, etc.

14.8 Ramclub does not authorise indexing on Google, or elsewhere, on its behalf.

14.9 Ramclub reserves the right to take any necessary legal action, not least in court, in the event of the violation of the terms of these General Terms & Conditions of Sale.

15 USE OF ELECTRONIC MEANS OF COMMUNICATION

15.1  Ramclub is authorised to send the customer electronic messages and other notifications about his/her order via the internet. To the extent permitted by the law, the customer agrees that the above replaces any legislation imposing other methods or timings for receiving notifications relating to his/her order. Ramclub is authorised to send messages via other methods (e.g. by regular mail) and also to receive notifications in writing if this method is expressly specified by the parties, by way of derogation from these General Terms of Online Sale. To the extent permitted by the law, the customer undertakes, in the event of a dispute, not to dispute the validity of any order, information, notification or message sent electronically between the parties in connection with these General Terms of Online Sale and the contracts to which they apply.

16 APPLICABLE LAW AND COMPETENT COURTS

16.1 These General Terms of Online Sale and the contracts to which they apply are exclusively subject to Dutch law.

16.2 The courts and tribunals of The Hague have exclusive jurisdiction over any dispute between the parties with regard to these General Terms of Online Sale and with regard to the contracts to which they apply. However, Ramclub reserves the right to appear before another competent tribunal if it considers this to be appropriate.

17 CUSTOMER SERVICE

17.1 If you require any information or have a question, please do not hesitate to contact our customer service department:

Tel.: +3142244434

E-mail: info@ramclub.nl
Address:Prinsenhil 29
4825 AX, Breda
The Netherlands

Appendix 3
Ramclub has put the greatest care into developing its Website. However, neither Ramclub nor its employees, managers or staff may be held liable for any direct or indirect damage arising from accessing and/or using this site, including
sending e-mails.