Article 1: Definitions and general provisions

§1. “Camicol” means the private limited company under Belgian law Camicol bv, with registered office at Lobeliastraat 4, B-8670 Koksijde, with enterprise number 0559.805.014. §2. “The Customer” means any natural or legal person who orders or purchases goods from Camicol for professional purposes. §3. These general terms and conditions apply to any agreement between Camicol and the Customer, and can only be deviated from expressly and in writing. §4. A deviating clause only replaces the clause from which it deviates and no other elements of the agreement. §5. The invalidity of a clause does not affect the validity of other clauses. §6. The Customer acknowledges that its own general terms and conditions do not apply.

Article 2: Formation of the agreement

§1. Camicol has the right to refuse orders and potential customers without needing to justify itself. §2. An agreement between Camicol and the Customer is only formed when Camicol accepts an order. §3. Acceptance of an order or an order form takes place tacitly if Camicol does not refuse the order in writing within ten days after receipt of the order. §4. If the Customer cancels an order before acceptance by Camicol, Camicol is entitled to a compensation of 30% of the value of the order (excluding VAT). §5. If the Customer cancels an order after acceptance by Camicol, Camicol is entitled to a compensation of 100% of the value of the order (excluding VAT). §6. Each accepted order establishes a separate agreement between Camicol and the Customer. §7. The successive acceptance of orders does not create a framework agreement or agreement of indefinite duration between Camicol and the Customer.

Article 3: Prices

§1. All prices are exclusive of taxes, and transport and packaging costs. §2. Camicol shall provide the Customer with recommended pricing to the end customer.

Article 4: Delivery

§1. The Customer shall respect the agreed delivery period and shall receive the goods at that time. §2. The Customer acknowledges that refusal of the goods is equated with cancellation, which obliges the customer to pay Camicol a fee of 100% of the value of the order (excluding VAT). §3. Meeting the stated delivery deadline constitutes a best efforts obligation on the part of Camicol. §4. The goods are shipped at the risk of the Customer. §5. All visible defects are deemed to have been accepted if they are not reported by an official email within three days of receipt. §6. A difference in colour shading between the images or samples and the delivered goods is not considered a defect.

Article 5: Payment

§1. All invoices are payable at the registered office of Camicol within the period stated on the invoice. §2. Camicol may choose to which debt of the Customer it allocates the payments. §3. The Customer may not offset the amounts it owes to Camicol with amounts that Camicol might owe to the Customer. §4. Camicol may investigate the creditworthiness of the Customer. §5. If there are indications that the Customer’s creditworthiness may be compromised, Camicol may demand from the Customer a deposit, full payment in advance, the provision of additional information and/or the provision of additional guarantees before delivering the goods.

Article 6: Breach of contract

§1. In the absence of full payment of one or more invoices by the due date, Camicol is entitled, without prior notice of default being required, to (i) interest on arrears of 10% per year or, if it is higher, interest calculated at the interest rate according to Article 5 of the Act of 2 August 2002, in any case from the due date of the invoice until the moment of full payment and (ii) fixed damage compensation of 10% of the outstanding amount with a minimum of EUR 125, without prejudice to the right of Camicol to higher compensation if the damage to Camicol is greater. §2. If the Customer fails to fulfil an obligation, Camicol may at its discretion demand fulfilment of this obligation plus payment of the aforementioned penalties, or termination of the agreement. §3. In the event of termination of the agreement at the expense of the Customer, Camicol is entitled to a return of the goods already delivered and to compensation of 30% of the net purchase price (excluding VAT), without prejudice to the right of Camicol to a higher damage compensation if the loss to Camicol is greater.

Article 7: Customer obligations
§1. Camicol uses a selective distribution system to maintain Camicol luxury image. §2. This Article 7 describes the conditions that a Customer must meet to be an authorised distributor of Camicol goods. §3. The Customer shall always include at least 20% of Camicol range in its product offerings. §4. The Customer shall develop and furnish its website in a manner that is in line with the relevant professional standard and the luxury image of Camicol goods. §5. The Customer shall state on its website (i) all relevant product information, including at least a size chart and the dimensions and weight of the goods; (ii) only use photos provided by Camicol; (iii) use all photos provided by Camicol; (iv) only use the product name used and supplied by Camicol. §6. The Customer will not disclose Camicol images via social or other media before the official launch of the collection and the publication of the images on Camicol website. §7. The Customer shall deliver sold goods to the end customer no later than 5 days after ordering if the end customer resides in the same country, and no later than 10 days after ordering if the end customer resides in a different country. §8. Unless explicitly granted an exception by Camicol, the Customer shall never offer the goods exclusively online, but also maintain at least one physical point of sale that meets the conditions described below. §9. The Customer shall sell the goods in a physical point of sale whose location, decoration, range and customer experience match the luxury image of Camicol goods. §10. The Customer shall have sufficient space in its physical point of sale, and guarantees the orderly and convenient presentation of at least one of all items from the collection purchased by the Customer. §11. The Customer shall not sell Camicol goods in a physical point of sale located less than 15 kilometres from an already recognised Camicol distributor for the Customer. §12. The Customer shall not resell Camicol goods to professionals who are not distributors authorised by Camicol. §13. The Customer shall not sell Camicol goods via third-party online or offline marketplaces.

Article 8: Retention of title

§1. Transfer of ownership of the goods takes place only when Camicol has received full payment. §2. The risk for safeguarding the goods passes to the Customer at the time of delivery. The Customer remains the custodian of the goods until full payment.

Article 9: Limitation of liability

§1. The liability of Camicol with respect to the Customer, also as a result of gross negligence, is limited to the net purchase amount of the order or orders to which the negligence in question relates. §2. Camicol is not liable for indirect damage, including loss of profit, loss of opportunity, storage costs, preservation costs and the like.

Article 10: Intellectual property
§1. All intellectual property rights applicable to Camicol goods remain the exclusive property of Camicol. §2. The Customer shall inform Camicol of the existence of counterfeit or reproductions of Camicol goods as soon as they come to its attention.

Article 11: Applicable law and competent court

§1. Belgian law applies to any dispute regarding the performance of the agreement between Camicol and the Customer. §2. The enterprise court of Ghent, Ostend division, has exclusive jurisdiction to resolve these disputes.