General Terms and Conditions of Sale

APPLICATION

These general terms and conditions apply to all orders entrusted to the company Starsmade Consulting SA, hereinafter referred to as “the Seller”. Together with the order provisions and any special conditions, they constitute the sales agreement. By signing the order form, the contracting party expressly acknowledges having read and accepted these general terms and conditions.

EXCLUSION

Unless expressly agreed in writing by the Seller, the general purchasing conditions stated on any document from the client shall not be enforceable against the Seller. The contract is always deemed concluded under the Seller’s conditions, and acceptance of an order does not imply acceptance of the buyer’s purchasing terms.

OFFER

Unless otherwise specified in writing by the Seller, the Seller reserves the right to modify the offer as long as the order form has not been signed, especially in the event of an increase in the price of raw materials, transport costs, etc. Commitments made by agents or representatives of the Seller shall only bind the Seller upon written confirmation. These commitments are systematically subject to a suspensive condition, unless otherwise agreed in writing.

PRICES

The agreed price is fixed on the date the order form is signed and depends on several factors such as the cost of raw materials, the EUR/USD and EUR/GBP exchange rates, transport costs, etc. It may be adjusted at any time until the order form is signed by both parties, if the fluctuation in exchange rates or the price of cotton/transport exceeds 3%.

ORDERS

Any specification document submitted by the buyer is used for reference only and cannot be invoked against the Seller. No production will begin without the signed order form, written approval of the print proof by both parties (graphics, colours, lettering, etc.), and a 50% down payment of the total invoice amount. Any modification by the client to the order or the Seller’s offer will only be valid if confirmed in writing by the Seller. Order cancellation by the client before execution will automatically result in an irrevocable flat-rate indemnity of 25% of the total order amount, intended to cover administrative costs, stock management, and lost profits. If the cancellation occurs after raw materials have been ordered, the Seller may either continue the contract or claim compensation equal to 50% of the order value, also covering penalties to suppliers or forced acquisition of the cancelled goods. No cancellation will be accepted once manufacturing has begun.

DELIVERY TIME

Delivery times stated in the Seller’s offers are indicative only and not binding. If a delivery time is essential to the order, this must be clearly stated on the order form with the term “Contractually Binding Deadline”. Even then, the buyer may only claim compensation for delay if this was pre-agreed in writing, and compensation shall not exceed 10% of the total order value. Delay in delivery shall not justify cancellation of the order. In case of mandatory deadlines, exceptional circumstances or force majeure—such as war, civil unrest, fire, transport disruption, strikes, supplier failure, etc. (non-exhaustive list)—the Seller may revise delivery times or cancel the contract without liability for compensation.

RETENTION OF TITLE

The Seller retains ownership of the goods until full payment of the price, including fees, interest, and any penalties. Consequently, the buyer expressly agrees not to sell, assign, pledge, or in any way dispose of the goods before full payment.

PAYMENT

All prices are exclusive of VAT. All orders are deemed placed at the Seller’s registered office. Unless otherwise agreed in writing, the buyer must pay 50% of the total price at the time of the order, with the balance due upon delivery. Any claims do not suspend the buyer’s payment obligations.

SECURITY INTEREST

If the Seller deems that the buyer’s creditworthiness is deteriorating—e.g., due to legal action or events jeopardizing contract fulfilment—the Seller may suspend all or part of the order and request appropriate guarantees. Refusal by the buyer entitles the Seller to cancel the order entirely or partially. In this case, the buyer owes the penalties outlined in the “Orders” section of these terms.

DEFAULT OF PAYMENT

Any unpaid amount at its due date shall automatically and without notice accrue conventional interest based on the European Central Bank’s reference rate applicable on the invoicing date.

Additionally, unpaid amounts will incur a fixed, irrevocable penalty of 10% of the outstanding balance (minimum €100), automatically and without prior notice, without prejudice to other damages. Conventional interest will also apply to this penalty, starting from the invoice due date until full payment. Partial payments shall first be applied to costs, then to interest, and finally to the principal, per Article 1254 of the Civil Code, regardless of any prior communication.

TERMINATION OR CANCELLATION

The above provisions do not prevent the Seller from seeking termination or cancellation of the sale for non-payment or breach of contractual obligations, along with compensation for damages. In such cases, the penalties described in the “Orders” section shall apply.

WARRANTY – CLAIMS

In case of defects, the Seller may, at its sole discretion, repair or issue a credit note, excluding any other compensation. The Seller is not liable for client errors. The client must verify order compliance (quantities, sizes, colours, etc.) upon delivery. No dispute will be accepted after delivery has been accepted. Claims for defects are only valid if made in writing by registered mail within five days of delivery, addressed to the Seller’s registered office. If justified, the Seller’s sole obligation is to repair or replace the goods free of charge, without further compensation. The Seller commits to producing goods that match the approved proof, subject to minor size or colour differences.

GENERAL PROVISIONS

The invalidity of any clause of these terms shall not affect the validity of the others. Failure by the Seller to enforce these terms at any time shall not be construed as a waiver. All communication between parties shall be validly made by registered mail or email with acknowledgment of receipt, addressed to the registered office of the Seller or the buyer.

JURISDICTION AND APPLICABLE LAW

Any dispute concerning the interpretation or execution of this contract shall fall under the exclusive jurisdiction of the courts of Liège. This contract is governed by Belgian law, which is the sole applicable law, notwithstanding any foreign elements.