General Terms and Conditions

of A-dam Underwear B.V. registered at the Dutch Chamber of commerce under number 61498629 (hereafter: A-dam)

version: April 23, 2020

1. GENERAL

1.1. A-dam strives for a consistent, high-quality brand experience at all times of contact with end users and uses selective distribution networks in the sale of its products, among other things to ensure the quality of service to end users of its products.

1.2. A-dam expects its partners to convey the specific characteristics of the products and to ensure high quality distribution of the products through added value.

1.3. The Purchaser is willing and able to offer high quality advice in order to work in a customer-oriented manner whereby the Purchaser will satisfy its customers to a high degree and the Purchaser wishes to be recognized as a member of A-dam's selective distribution network. A-dam wishes to recognise the Purchaser as a participant in the selective distribution network under the conditions as detailed in these General Terms and Conditions.

1.4. By placing an order, the Purchaser acknowledges that he/she accepts these General Terms and Conditions of A-dam. As a result, the General Terms and Conditions given below are applicable.

2. APPLICABILITY

2.1. These General Terms and Conditions apply to all offers made by, to all agreements concluded with A-dam and in respect of all sales that the Purchaser will make from the time of applicability of these General Terms and Conditions. These General Terms and Conditions can be changed or amended by A-dam if necessary. Additional conditions may apply to certain offers, products or services.

2.2. Appeal by the Purchaser to his own General Terms and Conditions does not apply, unless A-dam has expressly consented to this.

2.3. The Purchaser is defined as every legal entity that enters into a contractual relationship of any kind with A-dam.

3. CONCLUSION OF AN AGREEMENT

3.1. Price statements and quotations should be considered as an invitation extended to the potential Purchaser to place an order. A-dam is in no way obliged to accept this order and the Purchaser can therefore not make any claims with regard to it.

3.2. The conclusion of the agreement is only accepted if the article is in stock and/or the Purchaser has indicated exactly which product he/she wants to receive and/or the Purchaser has entered the information from A-dam and/or the Purchaser has paid for the order in the manner indicated by A-dam.

3.3. The Purchaser and A-dam expressly agree that by making use of electronic forms of communication a valid agreement has been concluded as soon as the conditions in Articles 3.1 and 3.2 have been met.

3.4. Because use might be made of electronic communications, a signature will be absent. The Purchaser and A-dam agree that the absence of an ordinary signature does not diminish the binding effect of concluding the agreement.

3.5. All photographs, drawings and images will be shown as precisely as possible and all information, provided verbally and in writing, will be provided in good faith. But A-dam does not guarantee that all offers and products will fully correspond with the information or images provided. In principle, any deviations discovered cannot be used as grounds for any compensation and/or the dissolution of the agreement.

4. CHANGES AND CANCELLATION

4.1. The Purchaser can only invoke a change or cancellation of an agreement or order if and insofar as A-dam has agreed in writing to this change or cancellation. In the event of full or partial cancellation of an agreement, A-dam is entitled to charge all costs incurred and possibly a part of the agreed price, the latter if A-dam has already entered into obligations with regard to this agreement.

4.2. If an agreement is changed by mutual agreement, A-dam is entitled to charge the extra costs caused by this change. The originally agreed delivery times will no longer apply in the event of a change.

5. PRICES

5.1. All wholesale prices are stated in Euros and do not include VAT.

5.2. The offers are valid for the period stated and/or as long as inventory are available.

Shipping costs are not included in the wholesale price. Part of the costs of preparing the order for shipping, checking, transporting and delivering the order are not included in the price of the order. This part of the shipping costs is determined by A-dam. On concluding the agreement, these costs are accepted by the Purchaser.

5.4. No shipping costs will be charged in the following cases:

5.4.1. to Belgium, the Netherlands and Germany for shipments with an invoice value of more than € 250 (excluding VAT).

5.4.2. for all other countries within the European Union for shipments with an invoice value of more than € 350.

6. PAYMENT

6.1. Unless otherwise agreed in writing, payment must be made within thirty (30) calendar days after delivery of the products, without any recourse to setoff or discount being permitted, unless a counterclaim is expressly recognised by A-dam or has been irrevocably established in court.

6.2. In case Purchaser used a direct payment option on the B2B portal, the Purchaser is entitled to a rebate of 3% of the total amount of the ordered products. In no other case A-dam accepts payment discounts on orders by the Purchaser.

6.3. If A-dam has not received full payment of the amount due by the Purchaser after thirty (30) calendar days, the statutory interest (article 6:119a DCC) will be charged from that day on the entire amount owed by the Purchaser.

6.4. A-dam is at all times entitled - even after it has fully or partially executed an order - to demand full or partial advance payment of the agreed sum and / or to demand that the Purchaser within a period to be determined by A-dam and on the way as will be indicated by A-dam, provides security for the fulfilment of its (further) payment obligations. As long as the required advance payment has not been made or the required security has not been provided, A-dam is not obliged to (further) execute the agreement.

6.5. If the Purchaser is in arrears with any payment for whatever reason, all amounts to be paid by him to A-dam will become immediately due and payable, regardless of the status of the orders and A-dam can immediately demand payment thereof. In that case A-dam can suspend the execution of any order accepted for the Purchaser, until payment has been made within a period to be set by A-dam, which has become due and payable under the previous sentence. If payment has not been made within that period, A-dam is entitled to cancel all orders from that Purchaser, without prejudice to its rights to compensation.

6.6. If the Purchaser is in default or fails to fulfil one or more of his payment obligations, he is also owed the extrajudicial collection costs, to be set at 15% of the invoice amount, with a minimum of € 125, plus any VAT if applicable.

6.7. If collection by judicial procedure is necessary, the Purchaser will also owe actual costs of this procedure.

6.8. Any postponement of payment granted by A-dam can at any time be withdrawn by A-dam. A payment is only considered received by A-dam as soon as this amount has been credited to one of its bank accounts.

6.9. Payments made by the Purchaser always serve firstly to settle all interest and costs owed, and secondly to payable invoices that have been outstanding the longest, even if the Purchaser states that the payment relates to a later invoice.

6.10. All products delivered to the Purchaser remain the property of A-dam until all of A-dam's claims against the Purchaser arising from the agreement with respect to the delivery of the products or work related to the agreement have been met. In addition, the retention of title applies to the claims that A-dam has or may acquire on the Purchaser due to the Purchaser's failure to fulfil one or more of its obligations to A-dam under the agreement. The reserved ownership also applies to what A-dam has or will have to claim from the Purchaser pursuant to previous or subsequent similar agreements. The Purchaser has the right to sell and transfer ownership of the goods, provided in the context of its normal business operations.

7. DELIVERY AND DELIVERY TIME

7.1. All products can generally be delivered from stock. In principle, A-dam strives to ship the order(s) by courier service (such as DPD) to the address given within 3 working days. This period is only an estimate and is not a deadline.

7.2. If a product is not in stock, an indication will be given of when the article will be available. A-dam will contact the Purchaser about this by e-mail or telephone. The additional information concerning the time of delivery given at this time is only an estimate. No rights may be derived from this.

7.3. Delivery will be made to the delivery-address given by the Purchaser.

7.4. The maximum delivery time of our products is 14 working days, unless otherwise agreed. If this delivery time cannot be met, A-dam will inform the customer in good time and offer the possibility of dissolving the agreement or agreeing a new delivery time. On dissolving an agreement, any payments already made will be refunded within 14 working days.

8. RISK AND TRANSPORT

8.1. The risk for the products is transferred to the Purchases in all cases, from the moment the products leave the A-dam's premises.

8.2. If the products that are ready for shipment, are not collected or received by Purchaser for reasons beyond the control of A-dam, they will be at the risk of the Purchaser and A-dam is entitled to have them stored at the expense of the Purchaser and to demand payment as had delivery took place.

8.3. The information stated under the first paragraph of this article applies without prejudice to free delivery. Free delivery means that A-dam takes care of the transport. A-dam transports only to addresses located in the European Union, which can be reached by paved roads with normal transport.

9. EXCHANGES

9.1. The Purchaser is required to inspect the order carefully as soon as it has been received, or to have a 3rd party inspect it, in order to verify that it is the correct product, size and color.

9.2. The Purchaser can exchange the article or receive a refund, as long the requirements of the returns’ policy are met.

9.3. If the Purchaser would like to cancel the purchase by requesting a refund, A-dam will ensure that the purchase price is refunded within 14 working days of the return being received from the Purchaser, as long as the requirements of the returns’ policy has been met.

9.4. The Purchaser must send the return(s) to A-dam’s company address and it must be in the original undamaged packaging and secure that all labels are intact. A-dam will only accept returns that are registered via the A-dam’s customer service team and where a name and order number are stated on the packaging.

10. THE TERMS AND CONDITION FOR RETURNING AN ORDER

10.1. Within 14 working days after receipt, the Purchaser can return a product if this is approved and accepted by A-dam’s customer service team. Special terms and conditions apply to this as mentioned in article 11.

10.2. A-dam requires the Purchaser to pay the postal & packaging costs for the return.

10.3. The return is for full risk & responsibility of the Purchaser. A-dam cannot be held liable for lost articles or articles that are damaged as a result of transportation.

11. RETURN POLICY

If the Purchaser is not satisfied with one of A-dam’s defective products these can be registered for return with A-dam’s customer service team. The Purchaser may return the article to the address below within 14 calendar days of delivery, as long as the article has not been used, is in the original packaging and all the labels are intact. The product should not been worn in any way. We will replace the defective item/items or refund the amount entirely.

A-dam Underwear B.V.
F.a.o. Returns (state your order number, name and address)
Danzigerbocht 27 C
1013 AM Amsterdam
The Netherlands

NOTE: A-dam will not accept any returns that have not been registered via A-dam’s customer service team. They are available through or online live chat and via email (service@a-dam.com).

12. WARRANTY

The general Conditions of Warranty apply to all products of A-dam. Click here to read them. here to read them.

13. RESELL AND E-COMMERCE PLATFORMS

13.1. If the A-dam products purchased by the Purchaser are resold to other parties than end-users, these General Terms and Conditions must also be declared applicable, on the condition that every subsequent non-end-user is also bound by these General Terms and Conditions.

13.2. The Purchaser is not allowed to sell the products purchased from or via A-dam to other parties than end-users who can reasonably be expected, or who are known, that they will not comply with these General Terms and Conditions or that are excluded from the purchase of one or more of the products.

13.3. The Purchaser is not entitled to sell and/or deliver the products in the Netherlands or in any other Member State where the products are sold through a selective distribution system to resellers who are not authorised by A-dam.

13.4. In Member States where the products are not sold through a selective distribution system, but where A-dam has appointed an exclusive distributor or which Member State A-dam has reserved for itself, the Purchaser will refrain from actively recruiting and/or approaching end users for the sale of the products or otherwise specifically target end users in these Member States. Information about the Member States concerned can be requested from A-dam.

13.5. The Purchaser will only purchase the products from A-dam itself or from resellers authorised by A-dam.

13.6. The Purchaser will check whether its customer (in case it is not an end-user) or supplier is authorised by A-dam.

13.7. A-dam does not sell itself on e-commerce platforms since the purchase of products through these e-commerce platforms does not correspond to its purpose for a consistent, high-quality brand experience at all times of contact with end users. The Purchaser is only allowed to sell A-dam products via (third party) e-commerce platforms if and to the extend that these e-commerce platforms are pre-approved by A-dam.

13.8. The Purchaser is free to set its retail prices. A-dam is entitled to provide non-binding recommended prices.

14. LIABILITY

14.1. A-dam is never required to pay any kind of compensation to the Purchaser or to third parties, unless it involves a case of intent or gross negligence.

14.2. If A-dam is obliged, for any reason, to pay compensation for loss or damage, then the compensation shall never be higher than an amount (maximum) equal to the invoice value of the product for which the loss/damage was incurred.

14.3. If applicable, the content of the e-commerce site has been carefully composed. But it is possible that some of this information is incomplete or incorrect. A-dam is not liable for any errors or inaccuracies found on the e-commerce site or for the consequences of using the information in question.

14.4. A-dam reserves the right to make changes or introduce amendments effective immediately. This can be done without any notice being required.

15. FORCE MAJEURE

15.1. In the case of force major, A-dam is not required to fulfil its obligations towards the Purchaser.

15.2. Under the definition of force major fall all circumstances stipulated as such by law, such as: epidemics, pandemics or other civil emergencies, fire(s), strikes, the non-delivery or late delivery on the part of suppliers or third parties, malfunctions in the computer network or in the power supply, as well as all other circumstances that fall outside the direct sphere of influence and therefore responsibility of A-dam.

16. RIGHTS

16.1. All rights to intellectual property are held by A-dam and /or its affiliates. This includes Patent, Brands and Model rights and other rights such as copyrights on photographs, drawings and texts.

16.2. Without the prior written permission of A-dam, infringing upon the intellectual property rights of A-dam is forbidden.

17. PROOF

Subject to evidence to the contrary, the administrative data of A-dam are decisive with regard to the agreements to which these terms and conditions apply and the ensuing agreements.

18. PENALTY

For every complete or partial violation, or non-strict compliance with the articles of these conditions, the Purchaser owes a non-compensable fine of € 500 per violation, and every day that the violation continues, without prejudice to the right of A-dam to claim the actual damages and the right to declare, cancel or suspend all further agreements with this Purchaser without further notice of default or judicial intervention. A-dam is also entitled to exclude the Purchaser from further sales and delivery.

19. PRIVACY

Through your order, your company and/or personal data will be included in the client file kept by A-dam. in compliance with the legally binding rules governing privacy. A-dam promises to handle the personal data of the Purchaser carefully in accordance with its privacy policy.

20. DISPUTES AND APPLICABLE LAW

All disputes pertaining to or ensuing from the agreement concluded with A-dam shall be brought in The Netherlands before the competent court of Amsterdam, unless expressly agreed otherwise. Only Dutch law is applicable to the agreement, with the exclusion of the Vienna Sales Convention.