General Terms and Conditions of Sale

1.     Subject matter and scope of application

1.1.   These General Terms and Conditions of Sale (hereinafter, the “GTCs”) shall govern the contractual relations between JAMP CLOTHING, S.L. (hereinafter, “JAMP CLOTHING”) and its customers (hereinafter, the “Customer”), arising from the supply of textile garments (hereinafter, the “Product” or the “Products”) that JAMP CLOTHING supplies to the Customer pursuant to the orders placed by the Customer and accepted by JAMP CLOTHING.

1.2.   The Customer accepts the GTCs without any reservation when placing an order for Products with JAMP CLOTHING, having previously been made aware of their content as a result of JAMP CLOTHING having provided it with a copy thereof.

1.3.   The GTCs exclude the application of any general purchasing conditions of the Customer.

1.4.   Orders for the sale of Products shall therefore be governed by the GTCs, which shall be supplemented, where applicable, by any specific conditions that may be agreed between JAMP CLOTHING and the Customer. Such specific conditions shall prevail over the GTCs where JAMP CLOTHING has expressly accepted them in writing.

2.     Placing of orders

2.1.   The Customer shall send JAMP CLOTHING written orders for the Products (email), specifying the type of Products, quantity with size breakdown, materials (fabrics, rivets, zips…) and the date of their drop/release.

2.2.   The order shall not be deemed effectively placed until the Customer has provided JAMP CLOTHING with at least the following documentation: full technical sheet, complete fabric description or, failing that, a sample, clear measurement chart or, failing that, a sample. JAMP CLOTHING shall not issue the quotation for the order until the order has been effectively placed.

2.3.   In the absence of a technical sheet, JAMP CLOTHING may provide advice for the preparation of the technical sheets. Such service will incur an associated cost.

2.4.   The order must be accepted by JAMP CLOTHING in order for the sale agreement for the Products to be deemed perfected and binding. Within a maximum period of 7 days from receipt of the order, JAMP CLOTHING shall inform the Customer of its acceptance. Once an order has been accepted by JAMP CLOTHING, the Customer may not cancel it in whole or in part unless it reaches an agreement with JAMP CLOTHING on the conditions for such total or partial cancellation.

2.5.   Where the Customer requests JAMP CLOTHING to issue Product samples prior to placing an order and ultimately decides not to contract or not to formalise the order, the Customer shall be obliged to pay the full cost of the requested samples. Such cost shall include manufacturing expenses, materials, transport and any other cost associated with the production and shipment thereof.

2.6.   In the event of cancellation, the Customer shall in all cases be obliged to pay JAMP CLOTHING all costs incurred by it in the performance of the order up to the date of cancellation, including, by way of example and without limitation, expenses for the acquisition and/or manufacture of fabrics, zips, rivets…, design costs, storage…

2.7.   The Customer shall carry out the tests on the “fitting samples” at its premises. Corrections, clarifications and/or comments on the “fitting samples” must be clear and concise. Statements regarding the “fitting samples” that are limited to a photograph of a model without written specifications of the issues shall not be taken into account.

2.8.   Changes to the original design of the products shall result in a variation of the estimated delivery times. If the Customer must receive a sample for approval of the change, the estimated delivery times shall be delayed by 15 days. If the Customer can approve the change by means of a photograph, the estimated delivery times shall be delayed by 7 days.

2.9.   Prior to production, JAMP CLOTHING shall send the Customer the “Pre-Production Samples”, which must be approved or rejected by the Customer. Once the “Pre-Production Samples” have been approved, the Customer may not make any changes to the order or make any claim against JAMP CLOTHING in relation to size issues, patterns, seams and/or any other production defects already existing in the “Pre-Production Samples”.

3.     Delivery

3.1.   The estimated CRD (cargo ready date) delivery period shall be ninety (90) or one hundred and twenty (120) days, as determined in the order, counted from the date of acceptance thereof by JAMP CLOTHING.

3.2.   Notwithstanding the foregoing, a reasonable tolerance is established in favour of JAMP CLOTHING, such that:

                        i.         in production processes with a term of up to ninety (90) days, a maximum tolerance of seven (7) calendar days shall be accepted;

                       ii.         in production processes with a term of one hundred and twenty (120) days, a maximum tolerance of ten (10) calendar days shall be accepted.

3.3.   The delivery times for Product orders shall be understood to be indicative or approximate and shall under no circumstances be essential terms. Accordingly, JAMP CLOTHING shall not be liable to the Customer for any delays in the delivery of the Products.

3.4.   In any event, JAMP CLOTHING shall endeavour to fulfil and supply Product orders within the timeframes agreed with the Customer, provided that its resources and production capacity allow it to do so. Likewise, JAMP CLOTHING may make partial deliveries of the order, with each partial delivery giving rise to the corresponding payment obligation on the part of the Customer.

3.5.   Unless otherwise provided, JAMP CLOTHING shall deliver the Products under the current Incoterm® FOB.

3.6.   The risk, transport and insurance responsibility, as well as the point of delivery, shall be governed by the agreed Incoterm®.

4.     Conformity and claims

4.1.   The Customer’s conformity, as regards the quantity of Products delivered in relation to the relevant order, shall be evidenced by signing the corresponding delivery note at the time of delivery. If the Customer does not raise any claim regarding a possible quantity defect upon receipt of the Products, JAMP CLOTHING shall assume no liability whatsoever.

4.2.   The quantities requested by the Customer shall be subject to a tolerance of +/- 5% for orders of more than 500 units and a tolerance of +/- 10% for orders of fewer than 500 units. Consequently, JAMP CLOTHING may deliver Products with a difference of +/- 5% and/or +/- 10% from the units requested by the Customer, who shall be obliged to pay the price of the actual quantity ultimately delivered, regardless of what is stated in the Order.

4.3.   The Customer shall examine the Products as soon as reasonably practicable after receipt, in order to verify their conformity with the type of Product covered by the order, and the absence of apparent or hidden defects therein. In any event, upon receipt of the Products, the Customer shall have a period of 24 hrs. to claim against JAMP CLOTHING for any eventual discrepancy in the type of Products delivered compared with those requested or for the existence of an apparent defect therein. If the Customer detects a possible internal or non-apparent defect in the Products, the period available to it to claim against JAMP CLOTHING shall be 30 days from receipt thereof.

4.4.   Unless otherwise agreed, a tolerance of +/- 1.5 cm in production measurements and a fabric weight tolerance of +/-10% shall apply. Consequently, JAM CLOTHING may deliver Products with a production measurement difference of +/- 1.5 cm from the measurements set out in the order and/or with a deviation of +/-10% in fabric weight from that indicated in the Order.

4.5.   JAMP CLOTHING shall not accept claims received after the expiry of the aforementioned periods. If the Customer’s claim is justified and received within the time limit, JAMP CLOTHING may, at its sole discretion, either replace the defective units with substitute units or reimburse the Customer for the price of the defective units. In no event shall it be liable for any damage or loss that may arise for the Customer from the delay in, or failure to deliver, conforming Products, in particular loss of profit, loss of production or loss of profits, in accordance with Condition 6 below.

4.6.   Any replacement of the Products shall not entail the return of the non-conforming Products, unless JAMP CLOTHING expressly authorises or requests otherwise.

4.7.   If there is a delay in the Customer’s receipt of the Products, JAMP CLOTHING may store the Products at the Customer’s expense, charge and risk, at JAMP CLOTHING’s own premises or at those of a third party.

5.     Price and payment terms

5.1.   The sale prices of the Products shall be those set out in the quotations and price lists of JAMP CLOTHING, communicated to the Customer; or, alternatively, in the specific conditions agreed between JAMP CLOTHING and the Customer. The corresponding taxes shall be added to such prices.

5.2.   Once the order has been accepted by JAMP CLOTHING, it shall issue an invoice to the Customer for 30% of the order price by way of deposit. Production work shall not commence, nor shall the calculation of the estimated delivery times begin, until the date on which JAMP CLOTHING receives payment of the deposit.

5.3.   The Customer shall pay the corresponding price by bank transfer, direct debit, cheque, irrevocable letter of credit, as agreed with JAMP CLOTHING, within the period indicated on the invoice that JAMP CLOTHING will issue for this purpose.

5.4.   In the event of total or partial non-payment of the price of any invoice on its due date, pursuant to Article 5 of Law 3/2004 of 29 December, establishing measures to combat late payment in commercial transactions, the overdue and unpaid amount shall accrue the corresponding default interest without any need for notice of maturity or any demand whatsoever from JAMP CLOTHING, in addition to any return charges that JAMP CLOTHING may incur being borne by the Customer. Likewise, JAMP CLOTHING shall be entitled to suspend or cancel pending deliveries of Products to the Customer while the order whose payment is overdue and payable remains unpaid, or to require advance payment of any new order.

5.5.   JAMP CLOTHING reserves the right to establish a credit limit for each customer and to make deliveries conditional on such limit and/or on the provision of sufficient payment security. In the event of delay or any payment issue, JAMP CLOTHING may recover the goods pending payment and/or initiate any legal proceedings available to it. JAMP CLOTHING reserves the right to claim the costs arising from such claim, especially the costs of demands and legal fees.

5.6.   JAMP CLOTHING reserves full ownership of the Products sold until the date on which the Customer has fully and effectively paid the price and invoiced amounts. Consequently, until full payment of the invoiced amounts has been made, the Customer shall be a mere custodian of the Products, without this implying any exemption from the liability regime arising from delivery and transfer of possession.

6.     Liability

6.1.   The Customer is solely responsible for the materials (fabrics, rivets, zips…) of the Product subject to the sale and purchase. Consequently, JAMP CLOTHING shall not be responsible for, nor guarantee, that the materials selected are suitable for the uses intended by the Customer, or for achieving, in whole or in part, the objectives envisaged by the Customer when purchasing the Products. In this regard, the Customer shall not be entitled to return the Products and claim reimbursement of the price paid. Any technical advice provided by JAMP CLOTHING verbally and/or in writing before and/or during production of the Product is provided in good faith, but without warranty.

6.2.   In any event, should JAMP CLOTHING be required to assume any liability for losses and damages suffered by the Customer, such liability shall be limited to an amount equivalent to the price corresponding to the order for the Product causing the damage.

6.3.   The Customer shall be responsible for ensuring that the Products do not infringe the industrial or intellectual property rights of third parties. Therefore, the Customer shall be liable for any infringement of industrial or intellectual property rights arising from their use. Consequently, the Customer undertakes to hold JAMP CLOTHING harmless from any claim, complaint, demand or any other action that is a direct or indirect consequence of an infringement of third-party industrial or intellectual property rights.

6.4.   In the event that an infringement of industrial or intellectual property rights prevents the Customer from receiving the Products (e.g.: seizure or destruction of the Products for infringement of intellectual property rules), the Customer shall be obliged to pay JAMP CLOTHING the agreed price in the same manner as if they had been delivered to its full satisfaction.

7.     Force Majeure.

7.1.   JAMP CLOTHING shall not be liable for any failure or delay in the performance of its obligations to the Customer if this is caused by any event of force majeure or fortuitous event affecting either JAMP CLOTHING or its suppliers or carriers, including strikes, other labour or industrial contingencies, shortage or impossibility of obtaining raw materials, pressure on the logistics chain, etc. If the force majeure event lasts for more than 2 months, JAMP CLOTHING or the Customer may declare the current Product orders void and without effect, without this giving rise to any indemnity or compensation in favour of the Customer.

8.     Data Protection Policy

In compliance with the provisions of the Personal Data Protection Laws and their implementing regulations, you are hereby informed that the personal data provided as a result of the Agreement between JAMP CLOTHING and the Customer will be subject to strictly confidential processing for the purpose of maintaining the business relationship and will be processed in accordance with the privacy policy contained on JAMP CLOTHING’s website (https://jampclothing.com).

9.     Applicable law and competent jurisdiction

9.1.   The contractual relations between JAMP CLOTHING and the Customer, governed by these GTCs, shall be governed solely by Spanish law, to the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.

9.2.   For the resolution of all disputes arising from the contractual relations governed by the GTCs, JAMP CLOTHING and the Customer, expressly waiving any other jurisdiction that may correspond to them, submit to the exclusive jurisdiction of the Courts of the city of Vigo.