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TERMS & CONDITIONS

Article 1 Definitions

In these general terms and conditions, the following terms in the following meaning will be used, unless indicated otherwise or if proven differently from the context:

  1. Telecom Lifestyle Fashion B.V.: the user of these general terms and conditions: Telecom Lifestyle Fashion B.V., established at Kraaivenstraat 25-34Tilburg, registered with the Chamber of Commerce in Eindhoven, the Netherlands under KvK number 17269331;
  2. customer: the natural person or legal person with whom Telecom Lifestyle Fashion B.V. enters into an agreement;
  3. agreement: every agreement that comes about between Telecom Lifestyle Fashion B.V. and the customer, each amendment or supplement on this agreement, as well as (legal) acts in preparation and for the execution of said agreement.

Article 2 General

2.1 These general terms and conditions apply to every agreement between Telecom Lifestyle Fashion B.V. and the customer on which Telecom Lifestyle Fashion B.V. has stated to apply these general terms and conditions, in so far as not is deviated by parties from these terms and conditions expressly and in writing or electronically (by e-mail).

2.2 The present terms and conditions are also applicable to all agreements with Telecom Lifestyle Fashion B.V. for the execution of which third parties need to be involved.

2.3 The applicability of possible purchase conditions or other conditions of the customer is expressly declined.

2.4 Should one or more stipulations in these general terms and conditions be null and void or need to be rendered null and void, then the other stipulations of these general terms and conditions remain fully applicable. Telecom Lifestyle Fashion B.V. and the customer subsequently will enter into negotiations in order to agree on new stipulations as replacement for the null and void c.q. annulled stipulations, whereby in case of and as far as possible the objective and the purpose of the original stipulation is observed.

 

Article 3 Agreements

3.1 Agreements become binding not until written confirmation by Telecom Lifestyle Fashion B.V..

3.2 Supplements or amendments to the general terms and conditions or otherwise amendments or supplements on the agreement will become binding not until written confirmation by Telecom Lifestyle Fashion B.V..

Article 4 Quotations and offers

4.1 All quotations, offers, price lists, delivery periods etc. by Telecom Lifestyle Fashion B.V. are without engagement, unless they hold a term for acceptance.

4.2 All prices are exclusive of value added tax (VAT) and other levies that are imposed by the government and are in Euro.

4.3 Should the acceptance (on minor points) deviate from the quotation, included in the offer, then Telecom Lifestyle Fashion B.V. is not bound to it. The agreement then does not come about in accordance with this deviated acceptance.

4.4 A compound quotation does not oblige Telecom Lifestyle Fashion B.V. to carry out a part of the agreement at a corresponding part of the quoted price.

4.5 Quotations or offers do not automatically apply to future agreements.

4.6 Apparent errors or mistakes on the website and in brochures or publications of Telecom Lifestyle Fashion B.V. do not bind Telecom Lifestyle Fashion B.V..

 

Article 5 Price changes

5.1 In case of an agreement in which there is a matter of recurring amounts fallen due, payable by the customer, Telecom Lifestyle Fashion B.V. is entitled by means of a written notification on a term of at least 3 months to adjust the current prices and rates.

5.2 Telecom Lifestyle Fashion B.V. is entitled in all cases to adjust the agreed prices and rates by means of a written notification to the customer for achievements that, according to the planning concerned c.q. according to the agreement, will be delivered at a point in time that is at least 3 months after the date of this notification.

5.3 If the customer does not wish to agree to an adjustment of prices and rates made known by Telecom Lifestyle Fashion B.V. as meant in paragraphs 1 and 2 of this article, then the customer is entitled, within 7 working days after the notification meant in these paragraphs, to terminate the agreement in writing against the date mentioned in the notification by Telecom Lifestyle Fashion B.V. on which the price adjustment or the rate adjustment would become effective, or to dissolve the agreement.  The customer is not entitled to dissolution if the authority for increase of a rate or the price results from an authority in pursuance to the law.

Article 6 Confidentiality and non-acquisition clause

6.1 Both parties are obliged to confidentiality of all confidential information they have acquired in within the framework of their agreement from each other or from any other source. Information is observed as confidential if this was communicated by the other party or if this results from the nature of the information. The party receiving the confidential information shall only use this information for the purpose for which this information is given.

6.2 If, on the grounds of a statutory provision or a judicial ruling, Telecom Lifestyle Fashion B.V.  is bound to also supply confidential information to third parties, designated by the law or the authorized court,  and if Telecom Lifestyle Fashion B.V. cannot rely on a legal or by the authorized court acknowledged or allowed right to refuse to give evidence in the case, then Telecom Lifestyle Fashion B.V. is not bound  to damages or compensation and the customer is  not entitled to dissolution of the agreement on the grounds of any damage, resulting from this.

6.3 Each of the parties will during the term of the agreement as well as one year after termination thereof, only after proper professional consultation with the other party has taken place, take on employees from the other party that were involved with the execution of the agreement or will have them carry out work for them otherwise, directly or indirectly.6.4 None of both parties is allowed to, without written authorization of the other party, make expressions of the details of their agreement and/or general conditions in publications or advertising.

 

Article 7 Rights of intellectual and industrial property

7.1 All rights of intellectual or industrial property on all pursuant to the agreement developed or made available software, devices, goods or other material such as analyses, designs, documentation, reports, tenders, offers, as well as preliminary material thereof, rest solely with Telecom Lifestyle Fashion B.V. or its licensers. The customer acquires solely the rights of use and authorities that are awarded with these general terms and conditions or explicitly otherwise and for the remainder he will not multiply the software or other materials or make copies thereof.

7.2 The customer is aware of the fact that the made available software, goods, devices and other materials contain confidential information and industrial secrets of Telecom Lifestyle Fashion B.V. or its licensers. The customer commits himself, without prejudice to the provisions in article 6 of these general terms and conditions, to keep confidential this software, goods, devices and materials, not to disclose or allow use to third parties and only to use for the purpose that they were made available to him. Also included in third parties are all persons working in the organization of the customer who do not necessarily need to use the software, the devices and/or other materials.

7.3 It is not permitted to the customer to remove or alter any indication concerning copyrights, trademarks, trade names or other rights of intellectual or industrial property from the software, goods, devices or materials, including indications concerning the confidential nature and secrecy of the software.

7.4 It is permitted to Telecom Lifestyle Fashion B.V. to take technical measures for protection of the software or devices. If Telecom Lifestyle Fashion B.V. has protected the software or devices by means of technical measures, it is not permitted to the customer to remove this protection or to avoid it. If the security measures result in the fact that the customer is not able to make a reserve copy of the software or devices, then Telecom Lifestyle Fashion B.V. will make available a reserve copy of the software or devices on request of the customer.

7.5 Except for the case that Telecom Lifestyle Fashion B.V. makes available a reserve copy of the software or devices to the customer, the customer has the right to keep c.q. make one reserve copy of the software or devices. By reserve copy is meant in these general terms and conditions: a material object on which the software is recorded, solely for the replacement of the original specimen of the software or devices in case of involuntary loss of property or damage. The reserve copy needs to be an identical copy and at all times to be provided with the same labels and indications as the original specimen.

7.6 If the customer develops software or devices or a third party develops software or devices for him or if the customer is of the intention to do so and he needs information with reference to the interoperability of the software or devices to be developed and the software or devices that was made available to him by Telecom Lifestyle Fashion B.V. in order to realize this interoperability, then the customer will request Telecom Lifestyle Fashion B.V. in writing and detailed for the necessary information. Telecom Lifestyle Fashion B.V. will in that case within reasonable term communicate whether the customer may dispose of the requested information and on which conditions, including also financial conditions and conditions with respect to the possible third parties to be called in by the customer. In these general terms and conditions interoperability shall be understood to mean: the ability of software to exchange information with other components of a computer system and/or software and to communicate by means of this information.

 

7.7 In compliance with these other stipulations in these general terms and conditions the customer is entitled to rectification of errors in the software made available to him, should this be necessary for  the from the nature of the software resulting intended use thereof. Wherever in these general terms and conditions there is a question of rights or obligations with regard to errors, errors shall be understood to mean: not complying with the by Telecom Lifestyle Fashion B.V. made known in writing functional specifications and, in case of the development of customized software, to the explicitly agreed functional specifications. There is only a question of an error if this error can be proven and can be reproduced. The customer is bound to make mention of errors immediately to Telecom Lifestyle Fashion B.V..

7.8 Telecom Lifestyle Fashion B.V. will indemnify the customer against any legal claim which is based on the allegation that software, goods, devices or materials developed by Telecom Lifestyle Fashion B.V. itself violated/violates an intellectual or industrial property right under Dutch law, under the condition that the customer informs Telecom Lifestyle Fashion B.V. immediately in writing on the existence and the contents of the legal claim and leaving the settlement of the case, including reaching possible understandings, fully to Telecom Lifestyle Fashion B.V.. The customer shall for that purpose grant powers of attorney, information and cooperation to Telecom Lifestyle Fashion B.V. in order to, if necessary, in the name of the customer, defend himself against these legal actions. This obligation to indemnity becomes void if and as far as the violation concerned is connected with modifications that the customer made in the software, goods, devices or materials or has had made by third parties.

7.9 If it is judicially established that the software, goods, devices or materials, developed by Telecom Lifestyle Fashion B.V. itself violated/violates on any right of intellectual or industrial property belonging to a third party or if in the opinion of Telecom Lifestyle Fashion B.V. there is a ready chance that such a violation may occur, in that case Telecom Lifestyle Fashion B.V. will take back the delivered goods against crediting of the acquisition costs after deduction of a reasonable user compensation, or see to it that the customer can continue to use the delivered goods, or functional equivalent other software, goods, devices or materials undisturbed.  Any other or further liability or indemnity obligation by Telecom Lifestyle Fashion B.V. for violations of rights of intellectual or industrial property of third parties is excluded, including liability and indemnity obligations of Telecom Lifestyle Fashion B.V. for violations that are caused by using the delivered devices, software and/or materials in a form, not modified by Telecom Lifestyle Fashion B.V., in connection with properties or software that are not delivered or provided by Telecom Lifestyle Fashion B.V. or on any other way than for which the devices, software and/or materials are developed or intended.

7.10 The customer guarantees that no rights of third parties resist making available to Telecom Lifestyle Fashion B.V. of devices, software or materials with the purpose of use or adaptation and the customer will indemnify Telecom Lifestyle Fashion B.V. against any act which is based on the allegation that making available, using or adapting as such violates any right of third parties.

7.11 So long as no further arrangements have been made on this matter, Telecom Lifestyle Fashion B.V. has the freedom to use the delivered goods for its own publicity or promotion.

 

Article 8 Execution of the agreement

8.1 All obligations of Telecom Lifestyle Fashion B.V. resulting from the agreement are obligations to perform to the best of their abilities.

8.2 Telecom Lifestyle Fashion B.V. shall execute the agreement to the best of its knowledge and ability and in compliance with the requirements of good craftsmanship. All this on the basis of the at that moment known state of the knowledge.8.3 If and as far as a proper execution of the agreement requires this, Telecom Lifestyle Fashion B.V. has the right to have certain activities carried out by third parties.

8.4 Telecom Lifestyle Fashion B.V. is only bound to (further) execution of the agreement if the customer has provided the details and information required by Telecom Lifestyle Fashion B.V., in the form and in the way as required by Telecom Lifestyle Fashion B.V.

8.5 Telecom Lifestyle Fashion B.V. is entitled at all times to block the access to the product (temporarily) without previous notification or to disconnect certain functions of the product (temporarily), as far as this is necessary for maintenance or carrying out (necessary) updates/improvements of the product. The customer has no right to damages from Telecom Lifestyle Fashion B.V. if the temporary unavailability of the product is not unreasonably long. Telecom Lifestyle Fashion B.V. makes an effort in these cases to limit the inconvenience to an absolute minimum and shall – if possible – inform the customer timely.

Article 9 Amendment of the agreement

9.1 If it appears during the execution of the agreement that it is necessary for a proper execution to amend or supplement the agreement, parties will timely and by mutual agreement adjust the agreement accordingly.

9.2 If parties agree that the agreement is amended or supplemented, the moment of completion of the execution can be influenced by this. Telecom Lifestyle Fashion B.V. shall inform the customer of this as soon as possible.

9.3 If the amendment of or the supplement on the agreement should have financial and/or qualitative implications then Telecom Lifestyle Fashion B.V. will inform the customer beforehand of these implications.

 

Article 10 Obligations of the customer

10.1 The customer sees to it that all details, devices and spaces of which Telecom Lifestyle Fashion B.V. indicates that these are necessary or of which the customer needs to understand in fairness that these are necessary for the execution of the agreement, will be timely supplied to Telecom Lifestyle Fashion B.V.

10.2 If the customer makes available software, telecommunications facilities, websites, materials, databases or data on a data carrier to Telecom Lifestyle Fashion B.V., then they will comply with the specifications stipulated by Telecom Lifestyle Fashion B.V. Telecom Lifestyle Fashion B.V. is never liable for damage or costs owing to transmission errors, breakdowns or non-availability of these facilities, unless the customer proves that this damage or costs are the consequence of intent or gross negligence by Telecom Lifestyle Fashion B.V..

10.3 The customer is in charge of the well-functioning of his devices that are used for the approach and the use of the product. The customer is responsible for the use and the application in his organization of the devices, software and the services to be rendered by Telecom Lifestyle Fashion B.V. as well as for the checking procedures and the security procedures and an effective system management.

10.4 If for the execution of the agreement necessary details are not, not timely or not in compliance with the arrangements available to Telecom Lifestyle Fashion B.V. or if the customer does not comply with his obligations otherwise, then Telecom Lifestyle Fashion B.V. in any case has the right to postponement of the execution of the agreement and the right to charge the costs arising from this according to her usual rates.

10.5 In the case that employees from Telecom Lifestyle Fashion B.V. carry out activities on the location of the customer, then the customer shall provide free of charge for those employees in reasonableness the desired facilities, such as – if applicable- a workspace with telecommunication facilities etc.  The customer shall indemnify Telecom Lifestyle Fashion B.V. from claims by third parties, including employees of Telecom Lifestyle Fashion B.V., who sustain damage in connection with the execution of the agreement, which is the result of actions or omissions of the customer or of unsafe situations in his organization.

10.6 The customer is bound to inform Telecom Lifestyle Fashion B.V. immediately about facts and circumstances that may be of importance in connection with the execution of the agreement.

10.7 The customer needs to refrain from behavior, which makes it impossible for Telecom Lifestyle Fashion B.V. to carry out the agreement properly.

Article 11 Delivery and time of delivery

11.1 The delivery times stated by Telecom Lifestyle Fashion B.V. are not to be considered as deadline.

11.2 In a case where any term of delivery, either offered or confirmed, is exceeded, blame can only be put on Telecom Lifestyle Fashion B.V. for as far as such an exceeding can be attributed to her doings/omissions.

11.3 In the case that a delivery time agreed by Telecom Lifestyle Fashion B.V. with the customer is exceeded as a result of an occurrence that is actually beyond her control and cannot be attributed to her doings/omissions or as a result of an occurrence, as further described in article 15 of these general terms and conditions, then this term is automatically extended by the period that is exceeded as a result of such an occurrence.

11.4 The customer is obliged to accept the delivered products. If the customer is at default with this, then the resulting costs will be brought to his expense.

11.5 Any shipping costs or transport costs will be brought to the expense of the customer separately.

 

Article 12 Risk transfer

The risk of loss or damage of products that are subject of the agreement, transfers to the customer at the moment where these are delivered to the customer legally and/or actually and with that brought to the power of the customer or of third parties to be designated by the customer.

Article 13 Retention of title, specification, and retention

13.1 All products delivered by Telecom Lifestyle Fashion B.V., including also any designs, sketches, drawings, films, software, (electronic) files, etc. remain property of Telecom Lifestyle Fashion B.V. until the customer has met all obligations from all agreements entered into with Telecom Lifestyle Fashion B.V..

13.2 If the customer (partly) forms a new property from the by Telecom Lifestyle Fashion B.V. delivered property, then the customer only forms this property for Telecom Lifestyle Fashion B.V. and the customer keeps the newly formed property for Telecom Lifestyle Fashion B.V. until the customer has paid all amounts due on account of the agreement; In that case Telecom Lifestyle Fashion B.V. has all rights as owner of the newly formed property until the moment of payment in full by the customer.

13.3 The customer is not authorized to pledge the properties delivered under retention of title nor to encumber them on any other way.13.4 If third parties seize the properties delivered under retention of title or wish to establish or enforce rights thereon, then the customer is  obliged to inform Telecom Lifestyle Fashion B.V.  about this as soon as reasonably can be expected .

13.5 The customer commits himself to insure the properties delivered under the retention of title and to keep them insured against fire,  explosion , and water damage as well as against theft and to grant inspection at first request of the policy of this insurance.

13.6 In the case that Telecom Lifestyle Fashion B.V. wishes to exercise her property rights as mentioned in this article, the customer gives already now unconditional and irrevocable consent to Telecom Lifestyle Fashion B.V. or to third parties to be designated by her to enter all places where the properties of Telecom Lifestyle Fashion B.V. are located and to take back those properties.

13.7 Telecom Lifestyle Fashion B.V. can retain as part of the agreement received or generated properties, products, property rights, details, documents, data  bases, in spite of an existing obligation for handing over, until the customer has paid all amounts due to Telecom Lifestyle Fashion B.V.

 

Article 14 Liability

14.1 Telecom Lifestyle Fashion B.V. accepts legal obligations for damages as far as this proves from this article.

14.2 Telecom Lifestyle Fashion B.V. is not liable for damage, of whatever nature, because Telecom Lifestyle Fashion B.V. started from the incorrect and/or incomplete details supplied by the customer, unless this incorrectness or incompleteness should have been known to Telecom Lifestyle Fashion B.V..

14.3 Telecom Lifestyle Fashion B.V. is not liable for damage with the customer or third parties that is the consequence of an action or omission by the customer or by third parties called in by the customer.

14.4 Telecom Lifestyle Fashion B.V. is not liable for damage of whatever nature that is caused by fact that the customer did not fulfill his obligations that follow from the agreement, these general terms and conditions or from the law.

14.5 The use of the product takes place for the account and the risk of the customer. Telecom Lifestyle Fashion B.V. does not in any way guarantee the suitability of the product for whichever purpose or use.

14.6 In no case Telecom Lifestyle Fashion B.V. is liable for damage that is arisen or caused because the product is used by the customer for another purpose than to which purpose it was purchased.

14.7 If the customer or a third party makes amendments in the product, delivered and/or installed by Telecom Lifestyle Fashion B.V., then Telecom Lifestyle Fashion B.V. Excludes all liability with respect to the functioning and possible (consequential) damage.

14.8 Telecom Lifestyle Fashion B.V. is not liable for damage, which has arisen because customer data have been lost during activities of Telecom Lifestyle Fashion B.V.. The customer needs to ensure a back-up of his data himself.

14.9 Telecom Lifestyle Fashion B.V. is never liable for damage or costs because of transmission errors, disruptions or non-availability of software and/or databases and/or other computer facilities.

14.10 Telecom Lifestyle Fashion B.V. does not accept liability for material, which is delivered by a supplier of Telecom Lifestyle Fashion B.V.. In that case, the customer needs

to call upon the supplier concerned directly.

14.11 Telecom Lifestyle Fashion B.V. accepts no liability whatsoever if, against the advice of Telecom Lifestyle Fashion B.V., the customer demands that certain activities take place nonetheless.

14.12 Telecom Lifestyle Fashion B.V. is never liable for any damage whatsoever of whatever nature sustained by the customer relating to the (non) functioning of software and/or devices of the customer.

14.13 The total liability of Telecom Lifestyle Fashion B.V. because of attributable failure in the observance of the agreement is limited to compensation of direct damage up to at the most the amount of the price stipulated for that agreement (exclusive of VAT) for one year. If the agreement  is mainly a period agreement with a period of more than one year, then the stipulated price will be set on the total of the compensations (exclusive of VAT) stipulated for one year. Under no circumstances however will the total compensation for direct damage amount to more than € 12,000.00 (in words: twelve thousand Euro). Under direct damage shall be understood to mean solely:

  1. the reasonable costs which the customer would have to make in order to have the performance of Telecom Lifestyle Fashion B.V. meet the agreement.

This damage however will not be compensated if the customer has dissolved the agreement;

  1. the costs, which the customer made by being forced to keep his old system or systems and corresponding facilities operational for a longer period because Telecom Lifestyle Fashion B.V. did not deliver on a for him binding delivery date, less any savings that are the result of the delayed delivery;
  2. reasonable costs, made for the assessment of the cause and the extent of the damage, as far as the assessment relates to direct damage in the sense of these general terms and conditions;
  3. reasonable costs, made to prevent or limit the damage, as far as the customer proves that these costs led to limitation of direct damage in the sense of these general terms and conditions.

14.14 The total liability of Telecom Lifestyle Fashion B.V. for fatal injury or bodily injury or for material damage of matters will under no circumstances amount to more than € 45,000.00 (in words: forty five thousand Euro) per occurrence, taking into account that a series of connected occurrences count for one occurrence.

14.15 Liability of Telecom Lifestyle Fashion B.V. for indirect damage, including consequence damage, lost earnings, missed savings and damage by company stagnation is excluded.

14.16 The maximum amounts mentioned in the paragraphs 13 and 14 of this article fall due if and as far as the damage is the result of willful act or gross negligence of Telecom Lifestyle Fashion B.V..

14.17 The liability of Telecom Lifestyle Fashion B.V. because of attributable failure in the fulfillment of an agreement only arises if the customer holds Telecom Lifestyle Fashion B.V. liable immediately and reliable in writing, and stating thereby a reasonable term for the redemption of the failure, and Telecom Lifestyle Fashion B.V. remains to fail also after that term attributable in the fulfillment of his obligations. The notice of default needs to contain a description of the failure, as detailed as possible, so that Telecom Lifestyle Fashion B.V. is able to react properly.

14.18 Condition for the origin of any right to compensation is always that the customer communicates the damage as soon as possible after its origin in writing to Telecom Lifestyle Fashion B.V.

14.19 The customer indemnifies Telecom Lifestyle Fashion B.V. against all liabilities of third parties due to product liability as a result of a fault in a product or system that was delivered to a third party and that also consisted of devices, software or other materials, delivered by Telecom Lifestyle Fashion B.V., except  if and as far as the customer proves that the damage is caused by those devices, software or other materials.

 

Article 15 Force majeure

15.1 There is, among other things,  a matter of force majeure from the part of Telecom Lifestyle Fashion B.V.  if Telecom Lifestyle Fashion B.V. is prevented from fulfilling her obligations from the agreement or the preparations thereof as a result of : war, risk of war, revolt, revolution, acts of war, fire, water damage, flood, government measures, import and export impediments, defects in  materials, (including computers and other means of telecommunication) non-availability of materials (including computers and other means of telecommunication), strikes, blockades, sit-down strikes, irreplaceable employees, transport problems as a result of weather conditions and traffic interruptions, all this in the company of Telecom Lifestyle Fashion B.V. as well as in the company of the customer and in the company of third parties that are involved in the  agreement.

15.2 Also meant by force majeure is a shortcoming of suppliers of Telecom Lifestyle Fashion B.V. as a result of which Telecom Lifestyle Fashion B.V. cannot, or not timely, or not at all, fulfil her obligations.

15.3  If the situation of force majeure from the part of Telecom Lifestyle Fashion B.V. took longer than l month then parties have the right to dissolve the agreement.

15.4 As far as Telecom Lifestyle Fashion B.V. has by now fulfilled her obligations from the agreement or will be able to fulfil these obligations at the time of the occurrence of the force majeure,  and to the fulfilled or to be fulfilled part independent value is accrued, then Telecom Lifestyle Fashion B.V. is entitled to

invoice the already fulfilled or to be fulfilled part separately. The customer is obliged to pay these invoices as being a separate agreement.

Article 16 Payment

16.1 Invoices will be paid by the customer pursuant to the payment conditions stated on the offer. Complaints with respect to an invoice need to be reported within 14 days after the invoice date in writing to Telecom Lifestyle Fashion B.V..

16.2  In default of specific payment conditions the customer will maintain the following payment conditions:

100 % pre-paymen; this needs to be received before TechStyle B.V. starts her activities or delivers goods/materials;

16.3 On delivery of some goods/materials the aforementioned 40% and 20% fall together.

16.4 If the customer fails to pay within the fixed time of payment then the customer is in default. The customer is then due legal interest.

The interest over the amount payable will be calculated from the moment that the customer is in default until the moment of payment of the full amount. If the customer after demand and notice of default remains defaulting to pay the account receivable, then Telecom Lifestyle Fashion B.V. can turn the matter over, in which case the customer is also obliged, apart from the then due total amount and the legal interest, to compensation of  all judicial and  extra-judicial costs.

16.5 In case of liquidation, bankruptcy, seizure or suspension of payment of the customer the claims of Telecom Lifestyle Fashion B.V. against the customer are forthwith due and payable.

16.6 Payments made by the customer serve always in settlement of all interests and costs due and subsequently serve in settlement of payable invoices that are outstanding for the longest time, unless the customer explicitly states in writing with payment that the settlement refers to a later invoice.

 

Article 17 Termination

17.1 To each of the parties the authority for dissolution of the agreement is only entitled if the other party fails imputably in fulfilling essential obligations pursuant to the agreement, after a reliable and as detailed as possible written notice of default in which a reasonable period is set for payment of the shortcoming.

17.2 If an agreement which as its nature and contents does not terminate before its fulfillment, entered into for an indefinite period, then this agreement can be terminated by each of the parties after proper professional consultation and with stating the reasons by written notice.  If between parties no explicit notice period is agreed upon, then with the termination a reasonable period needs to be observed.  Parties will never be bound to any damages as a result of termination.

17.3 Telecom Lifestyle Fashion B.V. can terminate the agreement without notice of default and without judicial intervention by written notification with immediate effect totally or partly if the customer – whether temporary or not – is granted suspension of payment, if with respect to the customer petition is filed or if his company is liquidated or terminated otherwise then for the benefit of reconstruction or joining the companies. Telecom Lifestyle Fashion B.V. will never be bound to any damages because of this termination.

17.4 If the customer has already received performances for the execution of the agreement at the moment of the dissolution as meant in paragraph 1 of this article, then these performances and the connecting obligation to pay will not be subject of cancellation, unless Telecom Lifestyle Fashion B.V. is in default. Amounts that Telecom Lifestyle Fashion B.V. has invoiced before the dissolution with respect to what he has already carried out or delivered for the execution of the agreement, remain in compliance with the provisions in the previous sentence undiminished due and are immediately due and payable at the time of the dissolution.

Article 18 Cancellation

If the customer cancels the order, then all costs made by Telecom Lifestyle Fashion B.V. including development and wage costs will be charged to the customer.

Article 19 Miscellaneous stipulations

19.1 Telecom Lifestyle Fashion B.V. reserves the right to alter the general terms and conditions and to declare applicable the altered conditions to the existing agreements. Telecom Lifestyle Fashion B.V. will communicate the amendment timely and the amendments become effective 30 days after written notice.

19.2 If the customer does not accept the amendment, he can dissolve the agreement without judicial intervention, subject to any financial obligations of the customer.

19.3 On the agreement entered into by Telecom Lifestyle Fashion B.V. and the customer solely Dutch law is applicable.

19.4 Any disputes will be settled by the competent Dutch court, be it that Telecom Lifestyle Fashion B.V. is entitled to institute proceedings before the competent court in the place of residence of Telecom Lifestyle Fashion B.V..

19.5 Parties will invoke the court not before they have made a supreme effort to settle a dispute by mutual consultation. 19.6 If the customer is a natural person who does not act in the performance of a profession or a company, then it is applicable that within 1 (one) week after Telecom Lifestyle Fashion B.V. has made known to the customer that the case will be brought before the court, the customer can make known that he opts for settling the dispute by the legally authorized court.

19.7 With respect to disputes, that follow from an agreement made with a customer who has his residence outside of the Netherlands, Telecom Lifestyle Fashion B.V. is entitled to act pursuant to the stipulations in paragraph 4 of this article or – by his choice – institute proceedings before the legally authorized court in the country or the state where the customer has his residence.

If you have any questions please contact us.

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