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 relationship 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”) made by JAMP CLOTHING to the Customer pursuant to the orders placed by the Customer and accepted by JAMP CLOTHING.
1.2. The Customer accepts the GTCs without reservation when placing an order for Products with JAMP CLOTHING, having been previously made aware of their content because JAMP CLOTHING has provided the Customer with a copy thereof.
1.3. The GTCs exclude the application of any of the Customer’s own general purchase conditions.
1.4. Orders for the sale of Products shall therefore be governed by the GTCs, which shall be supplemented, where applicable, by the 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. Order placement
2.1. The Customer shall send JAMP CLOTHING the orders for the Products in writing (email), specifying the type of Products, quantities 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 provides JAMP CLOTHING with at least the following documentation: complete technical sheet, full description of the fabric or, failing that, sample, clear measurement chart or, failing that, 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 shall incur an associated cost.
2.4. The order must be accepted by JAMP CLOTHING for the sales agreement for the Products to be deemed duly concluded and binding. Within a maximum period of 7 days following 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 an agreement is reached with JAMP CLOTHING on the conditions for such total or partial cancellation.
2.5. In those cases where the Customer requests that JAMP CLOTHING 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 samples requested. Such cost shall include manufacturing, materials, transport and any other cost associated with their production and shipment.
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 executing the order up to the date of cancellation, including, by way of example and not limitation: costs for the acquisition and/or manufacture of fabrics, zips, rivets…, design costs, storage costs…
2.7. The Customer shall carry out the tests on the “fitting samples” at its facilities. Corrections, clarifications and/or comments on the “fitting samples” must be clear and concise. Statements regarding the “fitting samples” that merely refer to a photograph of a model without written specifications of the issues shall not be accepted.
2.8. Changes to the original design of the products shall entail a change to the estimated delivery times. If the Customer must receive a sample to approve the change, the estimated delivery times shall be extended by 15 days. If the Customer can approve the change by means of a photograph, the estimated delivery times shall be extended 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 shall not be entitled to make any changes to the order or to make any claim against JAMP CLOTHING in relation to sizing, patterns, stitching and/or any other existing production defects 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, so that:
i. in production processes whose lead time is up to ninety (90) days, a maximum tolerance of seven (7) calendar days shall be accepted;
ii. in production processes whose lead time is one hundred and twenty (120) days, a maximum tolerance of ten (10) calendar days shall be accepted.
3.3. Delivery times for orders of Products shall be understood as estimated or approximate, and in no event as of the essence. Therefore, JAMP CLOTHING shall not be liable to the Customer for any delay in delivery of the Products.
3.4. In any event, JAMP CLOTHING shall endeavour to fulfil and supply orders of Products within the timeframes agreed with the Customer, provided that its production resources and capacities permit. Likewise, JAMP CLOTHING may make partial deliveries of the order, and each partial delivery shall give rise to the corresponding payment obligation on the part of the Customer.
3.5. Unless otherwise provided, JAMP CLOTHING shall deliver the Products according to Incoterm® FOB in force.
3.6. The risk, transport and insurance liability, as well as the point of delivery, shall be governed by the agreed Incoterm®.
4. Conformity and claims
4.1. The Customer’s acceptance, as regards the quantity of Products delivered in relation to the relevant order, shall be effected by signing the corresponding delivery note at the time of delivery. If the Customer does not raise a 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 less than 500 units. Consequently, JAMP CLOTHING may deliver Products with a difference of +/- 5% and/or +/- 10% in the number of units requested by the Customer, who shall be obliged to pay the price of the actual quantity ultimately delivered, regardless of that stated in the Order.
4.3. The Customer shall examine the Products as soon as possible after receipt to verify their conformity with the type of Product ordered and the absence of apparent or hidden defects therein. In any event, following receipt of the Products, the Customer shall have 24 hours to make a claim against JAMP CLOTHING in respect of any possible discrepancy in the type of Products delivered compared with those ordered 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 make a claim against JAMP CLOTHING shall be 30 days following receipt.
4.4. Unless otherwise agreed, a production measurement tolerance of +/- 1.5 cm and a fabric weight tolerance of +/-10% are established. Consequently, JAMP CLOTHING may deliver Products with a production measurement difference of +/- 1.5 cm in relation to the measurements contemplated in the order and/or with a deviation of +/-10% in the fabric weight in relation to that indicated in the Order.
4.5. JAMP CLOTHING shall not accept claims received after the expiry of the above-mentioned periods. If the Customer’s claim is justified and received within the deadline, JAMP CLOTHING may, at its sole discretion, either replace the defective units with others to substitute them or refund the Customer 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 delay in or failure to deliver conforming Products, in particular loss of profits, production losses or loss of earnings, in accordance with Clause 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 receipt of the Products is delayed by the Customer, JAMP CLOTHING may store the Products at the Customer’s expense and risk, at JAMP CLOTHING’s own premises or 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 offers and price lists of JAMP CLOTHING, communicated to the Customer; or 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 as a deposit. Production work shall not commence, nor shall the estimated delivery periods start to run, 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 stated in the invoice issued by JAMP CLOTHING for that purpose.
5.4. In the event of total or partial non-payment of the price of any invoice by the due date, pursuant to Article 5 of Law 3/2004 of 29 December, establishing measures to combat late payment in commercial transactions, the amount due and unpaid shall accrue the corresponding late-payment interest without any need for notice of due date or any formal demand by JAMP CLOTHING, in addition to any return charges incurred by JAMP CLOTHING 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 for any new order.
5.5. JAMP CLOTHING reserves the right to set a credit limit for each customer and to make deliveries subject to such limit and/or to the provision of sufficient payment security. In the event of delay or payment incident, JAMP CLOTHING may recover the goods pending payment and/or initiate any legal action available to it. JAMP CLOTHING reserves the right to claim the costs arising from the 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 makes full and effective payment of the price and invoiced amounts. Consequently, until full payment of the invoiced amounts has been made, the Customer shall merely be a custodian of the Products, without this constituting 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 matter of the sale. Accordingly, JAMP CLOTHING does not accept responsibility for, nor does it 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 obliged 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 Product order causing the damage.
6.3. The Customer shall be responsible for ensuring that the Products do not infringe third-party Industrial or Intellectual Property Rights. 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 lawsuit, complaint, claim or any other action that is a direct or indirect consequence of an infringement of third-party Industrial or Intellectual Property Rights.
6.4. If an infringement of Industrial or Intellectual Property Rights prevents the Customer from receiving the Products (e.g. seizure or destruction of the Products for infringing 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 in full conformity.
7. Force Majeure.
7.1. JAMP CLOTHING shall not be liable for failure or delay in performing its obligations to the Customer if this is caused by any event of force majeure or other unforeseeable event affecting both JAMP CLOTHING and its suppliers or carriers, including strike, other labour or industrial contingencies, shortage or inability to obtain raw materials, pressure on the logistics chain, etc. If the force majeure cause lasts for more than 2 months, JAMP CLOTHING or the Customer may deem the ongoing Product orders cancelled 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 informed that personal data provided as a result of the Contract between JAMP CLOTHING and the Customer shall be subject to strictly confidential processing for the purpose of maintaining the business relationship and shall be processed in accordance with the privacy policy contained on JAMP CLOTHING’s website (https://jampclothing.com).
9. Governing law and competent jurisdiction
9.1. The contractual relationships between JAMP CLOTHING and the Customer, subject of these GTCs, shall be governed solely by Spanish law, excluding the 1980 Vienna Convention on Contracts for the International Sale of Goods.
9.2. For the resolution of all legal disputes arising from the contractual relationships subject of the GTCs, JAMP CLOTHING and the Customer, expressly waiving any other forum that may correspond to them, submit to the exclusive jurisdiction of the Courts of the city of Vigo.