Osutori (Hereinafter: Osutori) is registered with the Chamber of Commerce under number 83491740 and is located at Ruisvoorn 123 (4007NG) in Tiel.

 

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used in the following meanings unless expressly stated otherwise:

2. Offer: Any written offer to the Buyer to supply Products by the Seller to which these terms and conditions are inseparably linked.

3. Company: The natural or legal person acting in the exercise of a profession or business.

4. Consumer: The natural person not acting in the exercise of a profession or business. 

5. Buyer: The Company or Consumer entering into an Agreement (at a distance) with the Seller.

6. Contract: The (distance) sales contract for the sale and delivery of Products purchased by the Buyer from Osutori.

7. Products: The Products supplied by Osutori offered are fashion products in the broadest sense of the word.

8. Seller: The provider of Products to the Buyer, hereinafter: Osutori.

 

Article 2 - Applicability

1. These general conditions apply to any Offer by Osutori and every Contract between Osutori and a Buyer and to each Product offered by Osutori offered. 

2. Before concluding an Agreement (at a distance), the Buyer shall be provided with these general terms and conditions. If this is not reasonably possible, Osutori indicate to the Buyer how the Buyer may inspect the general terms and conditions, which will in any case be available on the Osutori website. Osutori are published, so that the Buyer can easily save these general terms and conditions on a durable data carrier.

3. In exceptional situations, these general terms and conditions may be deviated from if explicitly agreed in writing with Osutori has been agreed.

4. These general terms and conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchase conditions of the Buyer are expressly rejected.

5. If one or more provisions of these general terms and conditions are partially or wholly void or annulled, the remaining provisions of these general terms and conditions shall remain in force and the void/annulled provision(s) shall be replaced by a provision with the same purport as the original provision.

6. Uncertainties about the content, interpretation or situations not regulated in these general terms and conditions shall be assessed and explained according to the spirit of these general terms and conditions.

7. Where reference is made in these general terms and conditions to she/him/him, this should also be construed as a reference to he/she/him, if and to the extent applicable.

 

Article 3 - The Offer 

1. All the information provided by Osutori Offers made are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer. An Offer does not exist until it is made in writing.

2. The by Osutori made by Osutori is without obligation. Osutori is bound by the Offer only if the acceptance thereof is confirmed by the Buyer in writing within 14 days, or because the Buyer has already paid the amount due. Nevertheless, Osutori Osutori the right to enter into a Contract with a potential Buyer at a price that is acceptable to Osutori. Osutori well-founded reason.

3. The Offer contains an accurate description of the Product offered with corresponding prices. The description is detailed enough to enable the Buyer to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be excluded. Osutori not be binding. Any images and specific data in the Offer are an indication only and cannot be a ground for any compensation or dissolution of the Contract (at a distance). Osutori cannot guarantee that the colours in the image correspond exactly to the real colours of the Product.

4. Delivery times and Terms stated in the Offer of Osutori are indicative and, if they are exceeded, do not entitle the Buyer to dissolution or damages, unless expressly agreed otherwise. 

5. A composite quotation obliges Osutori not to deliver part of the goods included in the offer or Offer at part of the quoted price. 

6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the 'made-to-order' principle.

 

Article 4 - Conclusion of the Agreement

1. The Agreement comes into effect at the time the Buyer receives an Offer from Osutori  has accepted by paying for the relevant Product.

2. An Offer may be made by Osutori made through the Website.

3. If the Buyer has accepted the Offer by entering into a Contract with Osutori, shall Osutori confirm the Agreement with the Buyer in writing, or at least by e-mail. 

4. If the acceptance differs (in minor points) from the Offer, Osutori is Osutori is not bound by it.

5. Osutori is not bound by an Offer if the Buyer could reasonably have expected or should have understood that the Offer contains an obvious mistake or slip of the pen. The Buyer cannot derive any rights from this mistake or slip of the pen.

6. The right of withdrawal is excluded for the Buyer being a Business. The Buyer being a Consumer is entitled to assert its right of withdrawal within the statutory period. If revocation is applicable, the Buyer shall handle the Product and its packaging with care. It shall only unpack or use the Product to the extent necessary to establish the nature, characteristics and functioning of the Product. The direct costs of returning the Product shall be borne by the Buyer.

 

Article 5 - Duration transactions

1. The Buyer may only terminate an open-ended Agreement for the regular delivery of Products subject to 90 days' notice and the termination rules agreed for that purpose.

2. The termination of the above Agreement, may be terminated by Buyer in the same manner as it was entered into by Buyer.

3. A fixed-term Agreement for the regular delivery of Products shall terminate automatically upon expiry of the last delivery.

4. If an Agreement lasts longer than one year, the Agreement may be terminated by the Buyer at any time after one year, subject to a notice period of not more than (insert number of days), unless such termination before the end of the agreed term is not justifiable in fairness and reasonableness.

 

Article 6 - Execution of the Agreement

1. Osutori shall perform the Agreement to the best of its knowledge and ability. 

2. If and to the extent that the proper performance of the Agreement so requires, Osutori has Osutori the right to have certain work performed by third parties at its own discretion.

3. The Buyer shall ensure that all data, of which Osutori necessary or which the Buyer should reasonably understand are necessary for the performance of the Contract, to Osutori in good time. Osutori be provided in good time. If the data required for the performance of the Agreement is not provided to Osutori in good time, the Osutori have been provided to Osutori in good time, Osutori Osutori entitled to suspend performance of the Contract.

4. In the performance of the Agreement Osutori not obliged or obliged to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for Osutori, the Buyer shall be obliged to pay the additional or additional costs accordingly.

5. Osutori may require security from the Buyer or full payment in advance before proceeding to perform the Contract.

6. Osutori is not liable for damages of any kind incurred because Osutori is based on incorrect and/or incomplete data provided by the Buyer, unless Osutori was aware of such inaccuracy or incompleteness. Osutori known to Osutori. This also includes the processing of the Agreement through automatic decision-making.

7. The Buyer shall indemnify Osutori for any claims by third parties, who suffer damage in connection with the performance of the Contract and which is attributable to the Buyer.

 

Article 7 - Delivery

1. Delivery shall in principle take place for the Buyer being Company from Osutori's warehouse, on an Ex works basis (Osutori delivers the Products by making them available to the Buyer in the warehouse) unless expressly agreed otherwise. 

2. If the commencement, progress or delivery or completion of the Contract is delayed because, for example, the Buyer has not provided all requested information or has not provided all requested information in good time, does not cooperate sufficiently, the payment or deposit has not been received in good time by Osutori or due to other circumstances beyond the control of Osutori any delay arises, Osutori has Osutori entitled to a reasonable extension of the delivery or completion period. All agreed (delivery) periods are never deadlines. The Buyer must Osutori in default in writing and allow it a reasonable period of time to deliver. The Buyer shall not be entitled to any damages as a result of the delay.

3. The Buyer shall be obliged to accept the goods at the time they are made available to it under the Agreement, even if they are offered to it earlier or later than agreed.

4. If the Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, the Osutori entitled to store the goods at the expense and risk of the Buyer.

5. If the Products are delivered by Osutori or an external carrier is Osutorientitled to charge any delivery costs, unless otherwise agreed in writing. These will then be invoiced separately unless expressly agreed otherwise. 

6. If Osutori data from the Buyer in the context of performance of the Contract, the delivery period will not commence until the Buyer has provided Osutori with all the data necessary for performance. Osutori Osutori. 

7. If Osutori has specified a delivery period, it is indicative. Longer delivery periods apply for delivery outside the Netherlands.

8. Osutori is entitled to deliver the goods in parts, unless this has been deviated from by Contract or the partial delivery has no independent value. Osutori is entitled to invoice the goods thus delivered separately.

9. Deliveries will only be made if all invoices have been paid unless expressly agreed otherwise. Osutori reserves the right to refuse delivery if there is a well-founded fear of non-payment.

 

Article 8 - Packaging and transport

1. Osutori undertakes to the Buyer to package the goods to be delivered properly and to secure them in such a way that they will reach their destination in good condition during normal use.

2. Unless otherwise agreed in writing, all deliveries shall be inclusive of turnover tax (VAT), packaging and packaging materials.

3. Acceptance of goods without notes on the waybill or receipt shall be deemed proof that the packaging was in good condition at the time of delivery.

4. Each Buyer being Company shall be deemed to be in possession of any required import and/or payment licences. The absence or withdrawal of these permits shall not relieve the Buyer of its obligation to take delivery of the goods in the agreed manner. If the goods are not sold by Osutori under customs clearance, this shall not entitle a client to cancel the order/order.  

5. The risk of molestation shall always be borne by the Buyer being the Company.

6. If the Buyer being Company agrees that the ordered items will be delivered via direct supply from abroad, the risk of (incorrect, timely and/or no) delivery shall be entirely and completely borne by the Buyer.

 

Article 9 - Import and export restrictions

1. Buyer understands that the Products may be subject to the import and export control of the country in which the delivery address is located. Buyer shall comply with all applicable laws and regulations relating to import and export control.

2. Any restrictions or requirements may vary depending on time and Products.

3. The Buyer shall indemnify Osutori at Osutori's first request for any damage and/or loss suffered by Osutori (including all costs, taxes, fines, expenses and levies) incurred by Osutori as a result of the Buyer's non-compliance with import and export control laws and regulations.

 

Article 10 - Examination, complaints

1. The Buyer, being the Consumer, shall be obliged to inspect the delivered Products or have them inspected at the time of delivery or transfer, but in any case within 14 days of receiving the delivered Products, but shall only unpack or use the Products to the extent necessary to assess whether it will keep the Product. In doing so, the Buyer shall examine whether the quality and quantity of the delivered Product corresponds to the Agreement and whether the Products meet the requirements applicable to them in normal (commercial) dealings. 

2. The Buyer is obliged to examine and inform itself in what manner the Product should be used and, in case of personal use, to test the Product in accordance with the instructions for use. Osutori accepts no liability for the Buyer's misuse of the Product.

3. Any visible defects or shortages must be notified in writing to Osutori after delivery. Osutori after delivery. The Buyer has 14 days from delivery to do so. Non-visible defects or shortages must be reported within 14 days of discovery but no later than 6 months after delivery. If the Product is damaged due to careless handling by the Buyer, the Buyer shall be liable for any depreciation in value of the Product. 

4. If, pursuant to the previous paragraph, a timely complaint is made, the Buyer shall remain obliged to pay for the purchased goods. If the Buyer wishes to return defective goods, it shall only do so with the prior written consent of Osutori. Osutori in the manner specified by Osutori. Osutori indicated. 

5. If the Buyer being a Consumer exercises its right of withdrawal, it shall return the Product and all accessories, as far as reasonably possible, in its original condition and packaging to Osutoriin accordance with the return instructions of Osutori. The direct costs of return shipments are at the Buyer's expense and risk.

6. Osutori is entitled to initiate an investigation into the authenticity and condition of the returned Products before a refund will be made. 

7. Refunds to Buyer will be processed as soon as possible, but may take up to 14 days after receipt of Buyer's declaration of dissolution. Refunds will be made to the account number previously provided. 

8. If the Buyer exercises its right of complaint, the Buyer being a Business shall not be entitled to suspend its payment obligation nor to set off outstanding invoices.

9. In the absence of a complete delivery, and/or if one or more Products are missing, and this is indicated to Osutori attributable to Osutori, Osutori send the missing Product(s) or cancel the remaining order at the request of the Buyer. The receipt of the Products is leading in this respect. Any damage suffered by the Buyer as a result of the (different) scope of delivery cannot be recovered from Osutori.

 

Article 11 - Prices

1. During the validity period of the Offer, the prices of the Products offered shall not be increased, except in the case of changes in VAT rates.

2. The prices stated in the Offer are inclusive of VAT, unless expressly stated otherwise. 

3. The prices mentioned in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes. 

4. In the case of Products or raw materials for which there are price fluctuations in the financial market and on which Osutori has no influence on, Osutori may Osutori offer these Products with variable prices. The Offer states that prices are target prices and may fluctuate.

 

Article 12 - Payment and collection policy

1. Payment should preferably be made in advance in the currency in which it was invoiced by the method indicated.

2. The Buyer cannot derive any rights or expectations from an estimate issued in advance, unless the parties have expressly agreed otherwise.

3. The Buyer shall make payment in a lump sum to the account number and details made known to it by Osutori. The parties may only make payments after explicit and written consent of Osutori agree a different payment term.

4. If a periodic payment obligation of the Buyer has been agreed, the Osutori entitled to adjust the applicable prices and rates in writing subject to a period of 3 months.

5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Buyer, the claims of Osutori against the Buyer are immediately due and payable.

6. Osutori is entitled to have the payments made by the Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Osutori may, without thereby being in default, refuse an offer of payment if the Buyer indicates a different order of allocation. Osutori may refuse full repayment of the principal sum, if this does not include the interest still due, current interest and costs.

7. If the Buyer does not meet its payment obligation and has not fulfilled its obligation within the stipulated payment period of 14 days, the Buyer being a Business shall be in default.  The Buyer being a Consumer shall first receive a written reminder with a period of 14 days after the date of the reminder to still fulfil the payment obligation with an indication of the extrajudicial costs if the Consumer does not fulfil its obligations within that period, before it is in default.

8. From the date the Buyer is in default, the Osutori without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012. 

9. If Osutori incurred more or higher costs that are reasonably necessary, such costs will be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Buyer.

 

Article 13 - Retention of title

1. All the information provided by Osutori delivered by Osutori remain the property of Osutori until the Buyer has fulfilled all the following obligations from all agreements with Osutori. Osutori Agreements concluded with Osutori have been fulfilled.

2. The Buyer shall not be authorised to pledge or otherwise encumber the goods subject to retention of title if ownership has not yet been transferred in full.

3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights to them, the Buyer shall be obliged Osutori as soon as may reasonably be expected.

4. Just in case Osutori wishes to exercise its ownership rights indicated in this article, the Buyer hereby grants unconditional and irrevocable consent and authorisation to Osutori or third parties designated by it to enter all those places where the property of Osutori is located. Osutori are located and to repossess those goods.

5. Osutori has the right to retain the Product(s) purchased by the Buyer, if the Buyer has not yet fulfilled its payment obligations (in full), despite an obligation to transfer or surrender from Osutori. After the Buyer has still fulfilled its obligations, Osutori . Osutori endeavour to deliver the purchased Products to the Buyer as quickly as possible, but no later than within 20 working days.

6. Costs and other (consequential) damage resulting from the retention of the purchased Products shall be at the expense and risk of the Buyer and shall be paid to Osutori on first request. Osutori be compensated by the Buyer at Osutori's first request. 

 

Article 14 - Warranty

Osutori guarantees that the Products comply with the Contract, the specifications stated in the offer, usability and/or soundness and the statutory rules/regulations at the time of the conclusion of the Contract. This also applies if the Products to be delivered are intended for use abroad and the Buyer has expressly notified Osutori in writing of such use at the time of entering into the Contract. Osutori.

 

Article 15 - Instructions for use Products

1. Buyer of Products shall comply with the regulations and instructions of Osutori to be followed.

2. The Buyer and third parties must refrain from modifying and/or repairing Products themselves.

 

Article 16 - Suspension and dissolution

1. Osutori is entitled to suspend the performance of its obligations or to dissolve the Agreement, if the Buyer does not or not fully comply with its (payment) obligations under the Agreement.

2. Moreover, the Osutori Furthermore, Osutori is entitled to dissolve the Contract existing between it and the Buyer, to the extent that it has not yet been performed, without judicial intervention, if the Buyer fails to perform, or fails to perform in a timely or proper manner, the obligations incumbent on it under any contract concluded with Osutori. Osutori entered into with Osutori.

3. Furthermore, the Osutori Furthermore, Osutori is entitled to dissolve the Contract or have the Contract dissolved without prior notice of default if circumstances arise which are of such a nature that performance of the Contract is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise which are of such a nature that unaltered maintenance of the Contract can no longer be reasonably expected. 

4. If the Agreement is dissolved, the claims of Osutori on the Buyer are immediately due and payable. When Osutori suspends performance of its obligations, it retains its claims under the law and the Agreement.

5. Osutori retains the right to claim damages at all times. 

 

Article 17 - Limitation of liability

1. If the performance of the Agreement by Osutori leads to liability of Osutori towards the Buyer or third parties, such liability shall be limited to the amount paid by Osutori in connection with the Agreement. Osutori charged by Osutori in connection with the Contract unless the loss or damage was incurred due to wilful intent or gross negligence. The liability of Osutori is in any case limited to the maximum amount of damages paid by the insurance company per event per year.

2. Osutori is not liable for consequential damage, indirect damage, loss of profits and/or losses suffered, missed savings and damage resulting from the use of the Products supplied is excluded. For Consumers, a limitation applies in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.

3. Osutori is not liable for and/or obliged to repair damage caused by the use of the Product. Osutori provides strict maintenance and use instructions that must be followed by the Buyer. All damage to Products resulting from wearing and use is expressly excluded from liability (this includes traces of use, usage damage, fall damage, light and water damage, theft, loss, etc.).

4. Osutori is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website(s) or from linked websites.

5. Osutori is not responsible for errors and/or irregularities in the functionality of the Website and is not liable for breakdowns or unavailability of the Website for any reason.

6. Osutori does not guarantee the correct and complete transmission of the content of and by/on behalf of Osutori sent, nor for the timely receipt thereof.

7. All claims by the Buyer for failure on the part of Osutori lapse if they have not been notified in writing, giving reasons, to Osutori within one year after the Buyer was aware or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer shall in any case lapse one year after the termination of the Contract.

 

Article 18 - Force majeure

1. Osutori is not liable if, as a result of a force majeure situation, it cannot fulfil its obligations under the Agreement, nor can it be held to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account by virtue of the law, legal act or generally accepted practice.

2. Force majeure means in any case, but is not limited to what is understood in law and jurisprudence in this respect, (i) force majeure of suppliers of Osutori Osutori, (ii) failure to properly fulfil obligations of suppliers whom the Buyer has assigned to Osutori. Osutori prescribed or recommended by the Buyer, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of Internet, data network and telecommunication facilities (e.g. due to: cyber crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of Osutori Osutori and (xi) other situations which in the opinion of Osutori beyond its control that temporarily or permanently prevent performance of its obligations.

3. Osutori has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Osutori  should have fulfilled its obligation.

4. The parties may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, each of the parties shall be entitled to dissolve the Agreement, without any obligation to pay compensation to the other party. 

5. As far as Osutori has already partially fulfilled its obligations under the Contract or will be able to fulfil them at the time of the occurrence of force majeure, and the part fulfilled or to be fulfilled respectively has independent value, Osutori Osutori entitled to invoice the part already fulfilled or to be fulfilled separately. The Buyer is obliged to pay this invoice as if it were a separate Contract. 

 

Article 19 - Transfer of risk

The risk of loss of or damage to the Products that are the subject of the Contract shall pass to the Buyer being a business at the time the goods enter the warehouse of Osutori Osutori warehouse. For Consumers, the aforementioned risk shall pass to the Buyer if the Products have been given into the control of the Buyer. This is the case if the Products have been delivered to the Buyer's delivery address.

 

Article 20 - Intellectual property rights 

1. All intellectual property rights and copyrights of Osutori belong exclusively to Osutori and are not transferred to Buyer. 

2. The Buyer is prohibited from using any items to which the intellectual property rights and copyrights of Osutori belonging to Osutori may not be disclosed and/or reproduced, altered or made available to third parties without the express prior written consent of Osutori. If the Buyer wishes to make changes to any documents provided by Osutori goods delivered by Osutori, the Osutori explicitly agree to the intended changes.

3. The Buyer is prohibited from using the Products to which the intellectual property rights of Osutori be used otherwise than as agreed in the Agreement.

 

Article 21 - Privacy, data processing and security

1. Osutori will handle the (personal) data of the Buyer and visitors to the Website(s) with care. If requested, Osutori will Osutori inform the person concerned accordingly.

2. If Osutori is required under the Agreement to provide for the security of information, such security will comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs. 

 

Article 22 - Complaints

1. If the Buyer is not satisfied with the Products of Osutori and/or has complaints about the (performance of the) Contract, the Buyer is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant occasion that led to the complaint. Complaints may be reported in writing with the subject "Complaint".

2. The complaint must be sufficiently substantiated and/or explained by the Buyer for Osutori to handle the complaint.

3. Osutori will respond to the complaint in substance as soon as possible, but no later than 14 calendar days after receipt of the complaint.

4. The parties will try to reach a solution jointly.

 

Article 23 - Applicable law

1. On any Agreement between Osutori and Buyer is governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.

2. In case of interpretation of the contents and scope of these general conditions, the Dutch text thereof shall always prevail. Osutori has the right to amend these general terms and conditions unilaterally.

3. All disputes arising out of or in connection with the Agreement between Osutori and the Buyer shall be settled by the competent court of the District Court of Gelderland, unless provisions of mandatory law designate another competent court.

 

Tiel, 1 October 2024