Sales Terms and Conditions for BROIDR:

1. GENERAL

1.1. Any order of products placed with Broidr is exclusively governed by the terms and conditions hereunder. As a result, the placing of an order implies the full and unconditional acceptance by the client of these terms and conditions. No derogation from them may be taken into account unless it is the subject-matter of a written agreement emanating from Broidr. These terms and conditions prevail over any and all terms provided for in the documents of the client.

1.2. Broidr reserves the right to modify these terms and conditions. They shall be applicable to any order placed by the client after communication to the latter of the modified terms and conditions.

1.3. Broidr offers its clients blank products as presented in its catalogue (hereinafter ‘Blank Products’) but also decorated products appearing in its catalogue (hereinafter ‘Decorated Products’) and products that are made to order (hereinafter ‘MTO Products’). The Decorated Products and MTO Products are collectively referred to as ‘Customised Products’.

2. QUOTE and (PRE-PRODUCTION) SAMPLE FOR CUSTOMISED PRODUCTS

2.1. Any order of Customised Products must be the subject-matter of a preliminary quote issued by Broidr. This quote bears a reference number that will be included in all subsequent communications between parties. The attributes, specifications and quality of the products covered by the quote that have not been expressly agreed upon (typeface and colours of the decoration, layout, products, etc.) are freely chosen by Broidr.

2.2. For Decorated Products, Broidr will provide the client with a pre-production sample of the artwork on the basis of which the parties will determine together all the specifications of the Decorated Product that the client wishes to order.

2.3. For MTO Products, Broidr will provide the client with one or more samples on the basis of which the parties will determine all the specifications of the MTO Product that the client wishes to order. These specifications will be detailed in a document entitled ‘Technical Specifications’, which will notably refer to the sample chosen (‘Reference Sample’). The client may provide comments or annotations on certain aspects of the Reference Sample (colours, accessories, printing, etc.) insofar as they are expressed in a clear and measurable manner. These modifications/annotations shall in turn be included in the Technical Specifications of the MTO Product as deviating from the Reference Sample.

2.4. The quote serves the purpose of providing the client with a first estimate of the price (VAT excluded) of the Customised Product ordered, on the basis of the Technical Specifications and estimated development and production costs where applicable. Expenses for samples, trials, projects and/or clichés and photographs of the Customised Products as well as associated expenses (e.g. transport cost) will be invoiced to the client.

3. ORDERING PRODUCTS – ENTERING INTO AN AGREEMENT

3.1. Broidr's product catalogue and descriptions do not constitute a binding offer. Simply filling out the order form is not enough to establish a sales contract.

3.2. Broidr reserves the right to reject an order if the information provided by the client during the ordering process is incorrect, incomplete, or outdated. Broidr is not obligated to provide the client with the reasons for refusing the order.

3.3. The sale is only considered final once the client receives an Order Confirmation from Broidr. For Decorated Products, the approval of a pre-production sample signed by the client will serve as the Order Confirmation. For Made-to-Order (MTO) Products, the acceptance of the Technical Specifications by the client will serve as the Order Confirmation.

3.4. The Order Confirmation will include:

3.4.1. The price for the ordered quantity;

3.4.2. A complete description of the products ordered, including any Technical Specifications, references to the Reference Sample, and any modifications approved by Broidr;

3.4.3. Delivery time;

3.4.4. Payment methods.

3.5. For Customised Products, the client acknowledges that the prices listed in the Order Confirmation may differ from the initial quote if essential elements of the quote were modified, such as the quantity ordered, technical requirements, or delivery time.

3.6. After receiving the Order Confirmation from Broidr, no further changes to the order can be requested. If Broidr accepts a modification request after the Order Confirmation has been dispatched, the client must place a new order, cancelling the previous one. Broidr is entitled to reimbursement from the client for expenses incurred as a result of cancelling the initial order.

3.7. For Customized Products, the client acknowledges that production will only commence once Broidr receives the down payment and any necessary bank guarantees for the balance, as specified in Article 11 of these terms and conditions.

4. DESCRIPTION OF GOODS TO BE DELIVERED

4.1. The products delivered will match the characteristics specified in the Order Confirmation. Broidr will implement the size, weight, shades, percentages, colours, etc. as accurately as possible, subject to ordinary deviations. Regarding quantity, Broidr is authorised to deliver up to 10% more or less than the ordered quantity, invoice the delivered quantity, and receive payment accordingly. For customised Products that require complex or elaborate finishing, this tolerance is set at 20%. Differences in size, weight, quantity, shades, percentages, colours, etc. that fall within these tolerance thresholds do not affect the legal validity of the order and do not entitle the client to cancel the contract, withhold payment, request price reductions or indemnities, or refuse the products at Broidr's expense.

4.2. Broidr may slightly modify the specifications of the products to be delivered after informing the client if factors beyond Broidr's control, such as a supply interruption by the manufacturer, make it impossible to deliver the order exactly as specified.

4.3. The quality standards applied to the products in the catalogue, whether Decorated or Blank, and to MTO Products comply with international standards accepted by Broidr and are specified in the annex to the Technical Specifications for MTO Products.

5. SALES PRICE

5.1. The sales prices listed on the Order Confirmation are applicable. Unless otherwise stated, they are listed in EURO, excluding VAT, and do not include delivery costs.

6. DELIVERY

6.1. Delivery times provided are estimates and subject to change. Broidr shall not be held liable for any penalties or indemnities arising from any delay in delivery, nor shall it be a justifiable reason for the client to cancel the order.

6.2. Broidr reserves the right to refuse any delivery or new orders if the client fails to meet any of their obligations to Broidr, such as payment, regardless of the reason for such non-compliance. Broidr is not obliged to restock any items or retake stock of Broidr products from the client.

6.3. Unless otherwise agreed upon between the parties, Blank and Decorated Products will be delivered ex-factory (Ex Works), while MTO Products will be delivered to the client’s address (DDP = Delivery Duty Paid).

6.4. Transport costs are borne by the client and will be indicated in the Order Confirmation. If the products ordered need to be delivered to a country other than the one in which the order was placed, the client is considered the importer and must comply with the laws and regulations of the country of delivery.

7. RETENTION OF TITLE

7.1. Broidr retains ownership of all products delivered until full payment of the price, including products not yet paid for, has been received.

7.2. The price includes transport costs related to the sale, VAT, and any default interest or indemnities due to late or non-performance of the contract.

7.3. If the client fails to make payment by the due date, Broidr may demand return of the products, which will be at the client’s expense and risk. All unpaid stock is presumed to be in the client's possession. Broidr products are fungible property, which means that the retention of title clause may be enforced for all goods similar to the unpaid ones that are in stock on the client's premises.

7.4. If the products are not returned, the client will be liable for a monthly indemnity of 12% of the price of the products per month of possession, which will be set off against any down payments.

7.5. The client assigns to Broidr the right to recover any debt owed to the client as a result of resale, on credit, of the products whose purchase price has not yet been paid to Broidr at the time of such resale. To enable the enforcement of this assignment by notification to the transferred debtor, the client authorises Broidr to examine its account books, invoice registers, order books, and other relevant administrative, financial, and accounting documents.

8. TRANSFER OF RISK

8.1. The risk of partial or total loss or damage to the products is transferred to the client on the day they are made available, whether or not the client takes delivery of them.

9. CLAIMS

9.1. The client is required to check or obtain verification of the products delivered at the time of taking delivery. Claims must be made in writing to Broidr by registered letter within three calendar days of taking possession of the products, whether by the client or a third party. After this timeframe, the products shall be deemed to be accepted by the client.

9.2. Claims cannot be used to delay payment of the invoice. Broidr will only accept a return of products after prior written request and consent. Expenses for returning goods organised by the client without prior written consent of Broidr shall not be taken into account.

9.3. Any claim concerning the invoice must be made by registered letter within 8 calendar days of the invoice date, failing which the invoice will be deemed to be accepted.

10. LIABILITY

10.1. If Broidr recognizes that one of its products is defective, Broidr shall replace the defective product with a similar product of the same value. If such replacement is not possible, Broidr will reimburse the client for the defective product as soon as possible. Under no circumstances shall Broidr's liability exceed this replacement or reimbursement. Broidr shall not be liable for any indirect loss or damage of any nature whatsoever. Due to the nature and composition of the products and their production in large quantities, tolerances are allowed for differences in size, shade, color, and finishing. A product shall not be replaced if the defect appears in 5% or less of the total number of products covered by the order.

10.2. Products that have been modified by the client or a third party will not be replaced or reimbursed. The client acknowledges that they cannot remove Broidr's distinguishing marks from the products, such as labels bearing Broidr's trade marks or size labels, unless expressly agreed upon in writing by Broidr.

11. TERMS OF PAYMENT

11.1. Unless otherwise indicated on the invoice, invoices are payable in cash upon delivery without any discount. If a discount for cash payment has been deducted from the invoice, it is to be paid by the due date indicated on the document. If the client pays the invoice more than 6 calendar days after the due date, Broidr reserves the right to re-invoice the client for all or part of the discount unduly deducted based on the number of days of delay compared to the effective due date or set a new due date to 30 days after invoicing. In the latter case, Broidr shall re-invoice the client for the whole of the discount unduly deducted.

11.2. Unless otherwise agreed upon in writing between the parties, customized products shall be invoiced according to the following schedule:

• A down payment upon dispatch of the order confirmation by Broidr; The balance upon delivery of the customized products. 
• As a guarantee of payment of the balance of the order, Broidr may request a bank guarantee from the client.

11.3. The client acknowledges that Broidr will only launch production of a customized product after receiving:

• The down payment
• A possible bank guarantee for payment of the balance, duly filled in.

Any delay in payment of the down payment and/or communication of the aforementioned guarantee shall automatically result in a delay in the delivery of the ordered products that is not attributable to Broidr.

12. DELAY IN PAYMENT

12.1. In case of delay in payment, Broidr's clients shall automatically owe Broidr late payment interest at a rate of 8% per annum as from the due date of the invoice, to be increased with a lump sum indemnity of 10%, with a minimum of 60 EUR, for administrative expenses.

12.2. Non-payment by the due date of a single invoice will automatically render all other invoices immediately payable, whether they are due or not. Broidr shall be entitled to request payment guarantees at any time. In the absence of receipt of the guarantees indicated, Broidr shall be entitled to delay delivery of the pending orders or to cancel them. All direct or indirect expenses linked to non-compliance with the term for payment, such as for instance additional delivery costs, will be borne by the client.

12.3. Independently of the interest and indemnities referred to above, any payment that is refused or returned by the client's financial institution for any reason will automatically give rise to an indemnity of 30 EUR, and any payment that remains unpaid on the due date will automatically give rise to an indemnity of 55 EUR. Unless otherwise agreed upon between the parties, bank transfer expenses are borne by the client.

13. FORCE MAJEURE – EXONERATION

13.1. The term of delivery of the products is extended by a period corresponding to the period during which Broidr is prevented from complying with its obligations due to force majeure.

13.2. Force majeure is any event beyond the reasonable control of Broidr and that influences performance of its obligations, including, but not limited to, natural disasters, riots, war and military operations, national or local emergency situations, acts or omissions by public authorities, commercial disputes of any nature whatsoever, worker actions, fire, floods, lightning, explosions, breakdown/collapse as well as any act or omission by a person or entity that is beyond the reasonable control of Broidr, notably by third parties from which it obtains its supplies.

13.3. If the delivery time of the products is delayed by more than 6 weeks as a result of a force majeure event, both Broidr and the client shall have the possibility of cancelling the order, in whole or in part, without the client being entitled in any way to any indemnity. Broidr will nevertheless be entitled to compensation for expenses incurred, including product development costs where applicable (MTO Product).

13.4. In the event of the occurrence of unforeseen circumstances during performance of the order, Broidr may request an extension of the term of performance and/or a revision of the order, including one of the prices set, if said circumstances render performance of the order, in whole or in part, more difficult and/or more expensive. Where applicable, the parties shall meet to discuss in good faith the adjustments to be made to the order for it to remain advantageous for both parties.

14. CANCELLATION OF ORDER

14.1. Any cancellation of an order by the client must be made in writing. In the case of cancellation of an order not justified by a force majeure event (see below), the client shall owe a lump-sum indemnity equal to:

• for Blank Products: 20 % of the total amount of the order, increased with transport costs incurred by Broidr;
• for Customised Products: if cancellation occurs prior to production launch of the Customised Product: the amount of the down payment and in any event 30% of the total amount of the order; if cancellation occurs after production of the Customised Product has launched: 100% of the total amount of the order.

14.2. Subject to written notice to the client, Broidr shall be entitled to cancel the order if the client remains in breach, by the end of the relevant term, of (i) payment of the down payment and/or (ii) communication of the bank guarantee for payment of the balance. In such case, Broidr shall be entitled to claim payment by the client of the lump-sum indemnity provided for under Article 14.1, without prejudice to the right to claim a greater indemnity for the actual damage or loss that it proves it has incurred.

15. INTELLECTUAL PROPERTY – ILLUSTRATIONS

15.1. Notwithstanding any provision to the contrary, each and every element that is protected, developed, created or acquired by Broidr prior to the making of the Customized Products or that Broidr will create or acquire upon the making of the Customized Products or in any other manner whatsoever is and shall remain the exclusive property of Broidr.

15.2. Broidr undertakes to remove or anonymize any information or data relating to the client before reusing any element that is protected, created or acquired at the occasion of the making of the Customized Products.

15.3. The client freely chooses the illustrations/distinguishing marks that it wishes to see featured on the MTO Product. It has sole responsibility for such choice and warrants that these illustrations/distinguishing marks:

15.3.1. – do not infringe upon rights belong to third parties;

15.3.2. – are not in contradiction with the Broidr values (sustainability and quality);

15.3.3. – do not have any false or misleading content;

15.3.4. – do not contain any elements that are contrary to public policy (ordre public) and morality;

15.3.5. – do not violate any applicable legal or regulatory provision.

15.4. Broidr shall be entitled to refuse to include on the Customized Products any illustrations/distinguishing marks that do not meet the aforementioned requirements.

15.5. The client undertakes to fully indemnify Broidr for any and all expenses and indemnities whatsoever (including lawyers’ fees) at its expense and resulting from complaints and/or proceedings filed by third parties on grounds of infringement of their intellectual property rights or of their rights of personal portrayal and/or on grounds of damage/ loss caused to them by non-compliance by the client of the aforementioned requirements.

16. APPLICABLE LAW AND JURISDICTION

16.1. These terms and conditions and the contracts to which they apply are exclusively governed by Belgian law, with the exception of private international law rules and of the Vienna Convention on the international sale of goods.

16.2. The courts of Brussels shall have exclusive jurisdiction over any dispute between the parties with respect to these terms and conditions and to the contracts to which they apply. Broidr shall nevertheless have the right to apply to another court if it deems so appropriate.

16.3 If there is a clause regarding applicable law and jurisdiction in the framework contract between Broidr and the client, it will take precedence over the clause stated in section 16.1 and 16.2 with respect to the interpretation, performance, and termination of that framework contract.

Privacy Policy
At Broidr, we prioritize your privacy. This policy outlines our practices concerning the gathering, usage, and sharing of your information through our services. By engaging with our services, you consent to the practices described in this policy. This policy has been structured with assistance from online privacy policy resources.

Terminology and Key Definitions

Understanding the Language:
Terms with initial capital letters in this policy are defined under specific conditions. These definitions remain consistent whether they are used in singular or plural forms.

For the purpose of this Privacy Policy:

• Account signifies a distinct account established for you to access our service or particular segments of our service.
• Company refers to Broidr, located at Avenue Louise 523, 1050 Brussels.
• Cookies are tiny files stored on your device by a website, which contain details of your browsing activity on that site.
• Country pertains to Belgium.
• Device refers to any mechanism that can access the service, including computers, cellphones, or tablets.
• Personal Data encompasses any details related to an identifiable person.
• Service pertains to the website.
• Service Provider denotes any person or entity processing data on behalf of the Company.
• Usage Data denotes data automatically collected.
• Website refers to the Broidr Website, accessible from https://broidr.com/

Data Types Gathered

Identifiable Information:
While utilizing our Service, we might prompt you to supply us with specific personally identifiable details. This can encompass Email address, First and last names, Phone number, Address, and more.

Data Regarding Service Usage:
This data can consist of details like your Device's Internet Protocol address and other diagnostic information.

Technologies for Tracking and Cookies
To monitor the activity on our Service and retain specific details, we use Cookies and comparable tracking technologies.

Purposes for Using Your Personal Data
Broidr might use your Personal Data for purposes like offering and maintaining our Service, managing your user account, contacting you, and providing you with news or offers about our services.

Duration of Personal Data Retention
We'll retain your Personal Data only as long as required for the objectives set out in this policy.

Protection of Your Personal Data
Your Personal Data's safety is crucial to us, but remember that no method is 100% secure.

Children's Data Protection
Our Service is not designed for anyone under 13 years old.

External Website Links
Our Service could have links to external sites not managed by us.

Privacy Policy Revisions
We might occasionally update our Privacy Policy. It's recommended to revisit this Privacy Policy periodically.

Getting in Touch
If you have any queries about this Privacy Policy, you can contact us at: info@broidr.com