General Terms and Conditions of Onori B.V. and its affiliated companies
In these general terms and conditions, the following shall be understood to mean:
1. Client: the natural or legal person who has commissioned Onori B.V. to carry out work.
2. Contractor: Onori B.V. and/or its affiliated companies (hereinafter referred to as: Onori), which enters into the agreement and applies these general terms and conditions. All agreements are exclusively executed by Onori.
3. Work: all tasks for which an assignment has been given or which are otherwise carried out by Onori. The foregoing is to be interpreted in the broadest sense and includes, in any case, the work as specified in the order confirmation.
4. Quotation: the offer provided by Onori to the Client without obligation, unless explicitly stated otherwise in the quotation. The quotation is valid for thirty (30) days from the date indicated on the quotation, unless explicitly stated otherwise.
5. Advertising Materials: the content, statements, price lists, and specifications contained in brochures, leaflets, websites, etc., are non-binding and may differ slightly from the delivered products.
6. Agreement: any – oral or written – agreement, including but not limited to an order, concluded between Client and Onori regarding the performance of work by Onori on behalf of the Client, in accordance with the written – including via post, fax, or email – order confirmation.
1. These general terms and conditions apply to all quotations, assignments, and agreements issued by Onori, whereby Onori undertakes / shall undertake / has undertaken to carry out work for the Client, as well as all resulting activities.
2. Additions to and deviations from these general terms and conditions are only valid and applicable if explicitly agreed in writing, for example in a written agreement or order confirmation.
3. In case of contradiction between these general terms and conditions and the order confirmation, the provisions in the order confirmation shall prevail.
4. The applicability of the Client’s general terms and conditions is expressly rejected by Onori.
5. The order confirmation related to the underlying agreement, together with these general terms and conditions, reflects the full agreement between the Client and Onori regarding the work for which the agreement has been concluded.
6. A Client with whom an agreement has once been concluded under these general terms and conditions accepts the applicability of these general terms and conditions to all subsequent quotations and agreements between Onori and the Client.
7. If any of the provisions in these general terms and conditions are null and void or are annulled, the remaining provisions shall remain fully applicable. The Client and Onori shall negotiate a new provision in such a case, aiming to reflect the original provision as closely as possible in meaning.
8. Onori, in principle, demands strict compliance with these general terms and conditions. If Onori, by way of exception, does not enforce this, it shall not be deemed a waiver of the applicability or enforcement of these terms in other situations.
1. Prior to the order confirmation and the conclusion of the agreement, the Client will be provided with a quotation, which is entirely non-binding. Onori cannot be held to its quotations if the Client can reasonably understand that the quotation or part thereof contains an obvious mistake or clerical error. Therefore, no rights can be derived by the Client from the quotation.
2. The Client communicates orally or in writing their agreement to the quotation as prepared by Onori. If the Client deviates from Onori’s quotation when accepting it, the Agreement will not be concluded at all.
3. Every Agreement is concluded once the written order confirmation has been signed by the Client and returned to Onori, or once Onori has commenced execution of the Agreement, or if the Client has failed to object to the order confirmation within eight (8) days from its date.
4. Each agreement is deemed to be accurately and fully represented in the order confirmation.
5. The data as stated in the quotation or the order confirmation do not apply by default to reorders. A composite quotation does not oblige Onori to deliver a part of the products for a proportionate part of the total quoted price.
6. Specifications, drawings, samples, etc. related to a quotation are deemed to be part of the quotation and remain the property of Onori. They may not be copied, disclosed, or used without explicit prior written permission from Onori. Upon request, the Client is required to return such documents immediately to Onori.
1. Unless explicitly agreed otherwise in writing, Onori’s prices are ex-warehouse, in euros, including packaging costs, but excluding VAT and shipping costs. Shipping costs are charged separately depending on the chosen delivery method.
2. Unless expressly agreed as fixed prices, any price increases after the agreement was concluded – including but not limited to increases in material prices, freight rates, wages, duties, VAT, or currency fluctuations – may be passed on to the Client.
3. In the event of a price increase as described above, the Client may terminate the agreement in writing within ten (10) days of the price change notification. Failure to do so implies acceptance of the price change.
4. Onori may stipulate that certain products are only delivered in minimum quantities.
5. Onori reserves the right to deliver up to 10% more or less than the ordered quantities, with appropriate price adjustments.
6. The agreement includes the obligation of the Client to provide Onori with 10 to 20 free samples of the item to be reproduced. In case of a small or highly valuable batch, an appropriate number of samples will be provided to Onori.
1. Unless agreed otherwise in writing, payment by the Client must be made within fourteen (14) calendar days from the invoice date, in euros, in the manner indicated by Onori.
2. Complaints about the invoice amount or its components must be made in writing within five (5) days after the invoice date. Otherwise, all rights of complaint lapse.
3. Such complaints do not suspend payment obligations unless Onori acknowledges the complaint.
4. The payment term is a strict deadline. If payment is not made on time, the Client is in default without notice and Onori may charge 2.5% interest per month on the total invoiced amount, from the due date until full payment.
5. In case of late payment or other breach, Onori may terminate or suspend the relevant or other agreements without notice or judicial intervention. Onori may also impose a 35% penalty on the entire order, in addition to full compensation.
6. All judicial and extrajudicial collection costs are borne by the Client. Extrajudicial costs are at least 15% of the amount due, with a minimum of €250.
7. Payments will be applied first to costs, then to interest, and finally to the principal amounts starting with the oldest.
8. Onori reserves the right to demand security or advance payment and may suspend its obligations until such security is provided. Failure to comply entitles Onori to terminate the agreements without notice.
9. The Client may not offset claims against Onori. Payments must be made without any deductions or set-offs.
10. In the event of liquidation, bankruptcy, suspension of payment, or guardianship of the Client, Onori’s claims are immediately due and payable.
11. In jointly concluded agreements, all Clients are jointly and severally liable for payment.
1. Onori is entitled to request an advance payment from the Client before commencing any work under the agreement.
2. Onori may require a deposit of up to 50% before commencing work.
3. Prior to transport or production, Onori may request an additional deposit of up to 25% from the Client.
4. If the Client is a consumer, deviations from the above deposit amounts may be applied where necessary.
1. Unless otherwise agreed in writing, delivery is according to Incoterms 2010, EXW (“ex works”) from Onori’s warehouse or manufacturer.
2. If delivery is not possible due to the Client’s actions, all resulting costs are borne by the Client, and Onori may store the goods at a location of its choice at the Client’s expense and risk, and demand immediate payment.
3. From the moment of delivery ex warehouse, the goods are at the Client’s risk. The Client is responsible for packaging, loading, transportation, and customs clearance unless otherwise agreed in writing.
4. Unless otherwise agreed, Onori is entitled to make partial deliveries and may deliver quantities that are up to 10% more or less than ordered, with appropriate price adjustments.
5. Each delivery shall be treated as a separate transaction.
1. Delivery time is defined as the period agreed upon in the contract, starting from the date the Client confirms approval of the sample received from Onori, within which the goods must be delivered ex factory or ex warehouse.
2. Onori shall endeavor to deliver within the agreed delivery period but does not guarantee delivery times. Delivery time is not a strict deadline. In case of delay, the Client must give written notice of default to Onori.
3. Exceeding the delivery time does not entitle the Client to compensation or cancellation of the agreement.
4. If delivery is delayed due to the Client’s fault or due to circumstances attributable to the Client, Onori may invoice a portion of the total agreed price proportionate to the delivered part plus any additional costs. The payment terms in section E apply.
Onori retains ownership of the delivered products until the Client has fulfilled all obligations arising from agreements concluded with Onori.
As long as this retention of title is in effect, the Client is prohibited from selling, renting, exchanging, lending, pledging, consigning, or removing the products from their location or having them removed, other than in the normal course of business.
If the Client fails to meet any obligation under an agreement with Onori, or in the event of bankruptcy, suspension of payment, liquidation, or dissolution, the Client is considered legally in default and Onori is entitled, without notice of default or court intervention, to reclaim the products delivered under the agreement, wherever they may be. All costs incurred, including packaging or potential required destruction, are at the Client’s expense, without prejudice to Onori’s right to full compensation.
The Client must immediately notify any third party attempting to seize such products, as well as any administrator in a suspension of payment or trustee in bankruptcy, that Onori is the rightful owner, and provide Onori with a copy of such notification.
If Onori is unable to fulfill its obligations under the agreement due to circumstances beyond its control—such as operational failures, supplier issues, shortages of materials or labor, strikes, fires, transport disruptions, civil unrest, import/export restrictions, or other unforeseen events—this shall be considered force majeure, and Onori’s obligations will be suspended until it can resume performance.
In such cases, the Client has the right to terminate the agreement in whole or in part, with immediate effect and by written notice, without being entitled to any compensation.
If Onori has partially performed or can still perform part of its obligations at the time of force majeure, it may invoice that part separately. The Client is obliged to pay this as if it were a separate agreement.
In case of force majeure, Onori may suspend the agreement for up to sixty (60) days or choose to terminate or modify the agreement, giving reasons to the Client, without liability for damages.
Complaints concerning the executed work must be reported in writing within five (5) days of delivery or within five (5) days after discovering the defect, provided the Client can demonstrate that earlier discovery was not reasonably possible.
The Client must report discrepancies in quantity in writing to Onori, failing which the quantities stated on the delivery note or shipping document shall be deemed correct.
Complaints regarding product quality must also be submitted in writing as soon as possible after delivery, with a detailed description of the nature and grounds of the complaint. Such complaints may only concern non-conformity with the agreement or generally accepted commercial standards. Onori is entitled to reject complaints based on minor deviations deemed acceptable in the industry or technically unavoidable variations in quality, quantity, width, color, finish, size, etc.
If a complaint is not submitted in time, the Client loses all rights in connection with the complaint.
Unless there is intent or gross negligence on the part of Onori, Onori is never liable for any loss, direct or indirect damage, and/or costs of any nature and origin, including damages related to loss of time, money, or goodwill, arising in any way from (the use of) the products. Liability is limited to the warranty obligations stated in Article M, or to the invoice amount, with a maximum of €5,000, whichever is lower. In any case, Onori’s liability is limited to the amount paid out under its liability insurance.
Onori is not liable for:
damage to the Client or third parties caused by incorrect or incomplete information provided by the Client, or actions or omissions by the Client;
damage resulting from actions or omissions of third parties engaged by Onori, even if they are affiliated with Onori;
business, indirect, or consequential damages to the Client or third parties, including but not limited to disruption of business activities;
damage to delivered products caused by careless use, external conditions, normal wear and tear, or non-compliance with Onori’s instructions;
damage during transportation, shipping, or courier services, or any other form of delivery;
damages related to the failure to meet tax authority requirements regarding logo placement on clothing, including wage-related tax assessments.
If complaints are not submitted within the deadlines specified in Article E(2) or Article K, Onori shall not be liable for any resulting damages.
If a timely complaint is submitted, the Client must return the products in their original condition to Onori. Onori reserves the right to reject returns if the products are not in original condition.
Onori is not liable for defects in samples or prototypes that were not detected by the Client during review, nor for errors in approved designs.
Onori is not liable for accidental damage, loss, or destruction of materials or data provided by the Client. If these are of high value, the Client must insure them. If work is done at the Client’s location, the Client shall indemnify Onori against any form of damage or loss unless caused by intent or gross negligence.
All claims against Onori expire six (6) months after product delivery unless otherwise stated.
Onori provides no guarantees for colorfastness, dimensional stability, waterproofing, wash durability, shrink resistance, or the print/embroidery in relation to tax authority requirements, unless:
a. explicitly confirmed in writing by Onori, or
b. indicated on the product through labels or similar markings.
Unless otherwise agreed in writing, Onori warrants a six (6) month usability period for clothing products, starting from delivery. This warranty excludes defects due to:
normal wear and tear;
external influences;
modifications to the product;
improper/abnormal use;
failure to follow Onori’s care instructions.
Products may be returned with a fully completed, substantiated complaint form.
Onori does not guarantee that clothing logos comply with tax regulations for workwear and is not liable for related consequences. The Client is informed of the applicable requirements and risks.
Upon receiving a valid complaint form, Onori will assess the defect and cause. If the defect falls within the warranty, Onori will—at its discretion—repair or replace the product free of charge. Return shipments are only allowed with prior written approval. Other returns are at the Client’s cost.
If repair or replacement is not feasible, Onori may compensate the Client financially, not exceeding the product’s value.
Warranty claims are excluded if the Client fails to report defects in writing within the specified deadlines in Article K.
These warranty provisions do not apply to other products such as printed materials and promotional gifts.
All intellectual property rights, including copyrights, design rights, and rights to drawings, images, patterns, trademarks, and logos on the products, remain the property of Onori or its designated third party. The Client may not copy or reproduce such content, nor apply combinations or modify designs without Onori’s prior written consent.
Unless explicitly agreed otherwise in writing, Onori guarantees that its sold products do not infringe on third-party intellectual property rights. Subject to Article L, Onori indemnifies the Client if a confirmed legal decision finds intentional or grossly negligent infringement by Onori. This indemnity lapses if the Client fails to promptly inform Onori of any claim or legal notice.
This guarantee does not apply to products manufactured according to the Client’s specifications, nor to labels/logos/patterns supplied by the Client. In such cases, the Client indemnifies Onori against third-party claims. Onori may use such products for its own promotional purposes.
During the course of the business relationship, the Client is not entitled to any use of the commissioned work beyond what has been expressly agreed in advance. If no usage has been specified, only the initial use is considered agreed.
If the Client fully complies with their obligations under the agreement with Onori, they will obtain the exclusive right to use the design for publication and reproduction, if agreed in the contract.
The license fee for reproduction of the design is included in the agreed remuneration, with regard to the initially agreed purpose and print run.
For any use beyond what has been agreed, a new licensing agreement must be made between Onori and the Client.
If licensing fees are payable, the Client must, upon Onori’s request, provide production or sales figures accompanied by a certificate from a registered accountant.
The Client will not be granted a license by Onori if, during or within one year after the end of Onori’s work for the Client, the Client engages with another competing party.
If the Client has already received the license but violates paragraph 6, the Client must pay a fee to Onori and compensate for any resulting damages.
Both parties are obligated—during and after the execution of the agreement—to maintain confidentiality regarding each other’s confidential business matters encountered during the execution of the agreement.
Any derogation, supplement, or modification to any provision of the agreement or these terms is only binding if agreed upon in writing by both parties.
If Onori acts as an authorized representative on behalf of the Client during execution of the agreement, Onori is entitled to a reasonable fee to be agreed upon with the Client.
Termination of the agreement by either Onori or the Client is not permitted unless there is an urgent reason, which must be immediately communicated in writing to the other party. In case of justified termination, Onori is entitled to invoice the work already carried out and the products already delivered. The Client remains obligated to pay according to Article E.
Unless these general terms explicitly allow for termination, the Client waives the right to terminate the agreement.
All agreements between the Client and Onori to which these general terms and conditions apply are governed by Dutch law. The Vienna Sales Convention does not apply.
Any disputes arising from or related to these agreements and/or the general terms and conditions shall be submitted to and settled by the competent court in the district where Onori is domiciled.