GENERAL TERMS AND CONDITIONS

TERMS OF DELIVERY AND PAYMENT OF THE PRIVATE COMPANY WITH LIMITED LIABILITY LIO LEATHERWORKS BV, ESTABLISHED AND WITH ITS OFFICE IN SPRANG-CAPELLE

Art. 1. Applicability

1. These terms and conditions of delivery and payment apply to all offers from, agreements with, deliveries from and work performed by Lio Leatherworks BV (trade name: Lioné Leatherworks), hereinafter referred to as Lioné Leatherworks. Deviating terms, agreements or arrangements only apply if and to the extent that they are confirmed in writing by Lioné Leatherworks. If a provision of these terms and conditions only applies to consumers or only to non-consumers, this will be stated.

2. By entering into an agreement with Lioné Leatherworks, the other party waives any conditions it may use, regardless of their name, so that only the conditions used by Lioné Leatherworks apply to all agreements.

3. If the counterparty is a consumer who agrees an adjustment to these conditions with Lioné Leatherworks, he is encouraged to have this adjustment confirmed in writing to avoid misunderstandings about the expectations of the parties.

4. Each order for products is considered an offer by the other party to purchase products subject to the applicability of these conditions.
   

Art. 2. General

1. In these general terms and conditions, "the other party" means: any legal or natural person who has entered into or wishes to enter into an agreement with Lioné Leatherworks.

A consumer is a natural person not acting in the exercise of a profession or business and a non-consumer is any legal or natural person acting in the exercise of his profession or business.

1. Changes to an agreement that would have adverse consequences for Lioné Leatherworks and cancellation of an agreement are not binding without the consent of Lioné Leatherworks, except as may be required by law or to the extent provided for in the terms and conditions.

2. Conditions on the basis of which Lioné Leatherworks assumes a delivery obligation without the other party committing to purchasing the goods in question, or on the basis of which the quantity and/or price of the goods to be delivered or purchased are subject to a reservation, are non-binding.
   

Art. 3. Offers and quotations

1. All offers and quotations made by Lioné Leatherworks, where the contrary is not explicitly stated, are entirely without obligation. Sending quotations, in whatever form, does not oblige Lioné Leatherworks to deliver.

2. Lioné Leatherworks has the right to refuse an order without giving reasons.
   

Art. 4. Formation of the agreement

1. Lioné Leatherworks is only bound by its written offers and by orders placed with Lioné Leatherworks by the other party if Lioné Leatherworks has confirmed acceptance in writing.

2. Any additional agreements, changes and/or commitments made later and in deviation from paragraph 1, whether made orally or in writing by those who are not statutorily authorised or by those who do not have authority on the basis of a power of attorney/authorisation, are not binding unless they are confirmed in writing by Lioné Leatherworks and the other party.

3. If, in the opinion of Lioné Leatherworks, the other party does not appear to be sufficiently creditworthy to fulfil the agreement, Lioné Leatherworks is entitled to suspend all its contractual obligations, without prejudice to the rights to which Lioné Leatherworks is entitled under the law or these terms and conditions.

4. Consumers have the right to unilaterally dissolve the purchase agreement without giving reasons within 7 working days after receipt of the product. In that case, Lioné Leatherworks has the right to request written confirmation of this from the consumer.
   

Art. 5. Prices and Rates

1. All price quotations made by Lioné Leatherworks are without obligation and subject to price changes, unless expressly stated otherwise.

2. Prices of Lioné Leatherworks are based on (cost) price determining factors, valid on the day of the conclusion of the agreement. If before delivery or, if delivery is in installments, during delivery any increase in the (cost) price determining factors occurs, Lioné Leatherworks has the right to charge a proportional increase to the other party.

3. The prices stated by Lioné Leatherworks are always exclusive of VAT, import duties, other taxes, levies and duties, unless expressly stated otherwise. Lioné Leatherworks is entitled to pass on any change in these rates to the other party.

4. In the case of consumer purchases, the price and other costs, including those of transport, are clearly stated in the quotation and/or order confirmation and in the invoice.

5. If the other party is a consumer, that consumer is entitled to terminate the agreement if the price increase takes place within three months after the conclusion of the agreement.
   

Art. 6. Delivery

1. Delivery is free of charge to the home or warehouse of the other party unless expressly agreed otherwise in writing. For shipments with an invoice value of less than €450,- a surcharge for handling costs and freight will be charged to non-consumers. Special and/or packaging requested by this other party will also be charged extra. The method of shipment and the means of transport to the other party are at the discretion of Lioné Leatherworks.

2. Delivery is deemed to have taken place at the moment that the goods to be delivered leave the warehouse of Lioné Leatherworks. From the moment of delivery, the goods are at the risk of the other party. In the case of delivery to consumers, the risk passes to the consumer from the moment of delivery of the product(s).

3. All delivery times stated by Lioné Leatherworks are only approximate and never binding. The stated delivery time is not fatal, unless expressly agreed otherwise. If the delivery time is exceeded by more than 30 days other than due to force majeure, the other party is entitled to give Lioné Leatherworks a reasonable term in writing to still deliver. If delivery is not made within that term, the other party is entitled to cancel the order, without any claim for compensation.

4. Consumers are entitled to unilaterally terminate the agreement up to the moment of delivery if delivery has not taken place within 30 days after the agreed delivery date, without any claim for compensation. If this authority is used, the consumer must notify Lioné Leatherworks of this in writing before delivery.
   

Art. 7. Storage

1. The other party is obliged to take delivery of the purchased goods within the agreed period.

If the counterparty does not accept the goods before the delivery period has expired and/or the counterparty refuses the goods, Lioné Leatherworks has the right to declare the agreement, insofar as it has not yet been performed, dissolved without prior notice of default, without prejudice to the right of Lioné Leatherworks to claim full compensation for the damage suffered. The damage suffered is set at at least 50% of the sales price of the part not taken. If the counterparty is a consumer, Lioné Leatherworks remains entitled to the full sales price.

1. If desired, Lioné Leatherworks may choose to store the goods at the expense and risk of the other party, including the risk of quality reduction, in its warehouse or elsewhere. By such storage, the goods are deemed to have been delivered. The other party must be notified of this storage in writing without delay, submitting the invoice for delivery.
   

Art. 8. Force Majeure

1. In the event of force majeure, both of a permanent and temporary nature, Lioné Leatherworks is entitled to cancel the agreement in whole or in part or to temporarily suspend it without the other party and/or third parties being able to claim performance and/or compensation. Force majeure includes, but is not limited to: threat of war, war, uprising, molestation, strikes, boycott, business disruption, disruptions in traffic or transport, in (data) networks, government measures, scarcity of raw materials, natural disasters, fire, nuclear reactions, machine breakdown and otherwise all circumstances under which full or partial performance of the agreement cannot reasonably be expected of Lioné Leatherworks.

2. If force majeure occurs while the agreement has already been partially performed by Lioné Leatherworks, or while it can only partially meet its obligations, Lioné Leatherworks is entitled to invoice the part already delivered or the part that can be delivered separately and the other party is obliged to pay this invoice as if it concerned a separate contract.
   

Art. 9. Liability

Lioné Leatherworks is not liable for any direct or indirect damage that may arise for the other party or for third parties as a result of the use of Lioné Leatherworks products, unless the applicable legal regulations and/or the present conditions expressly provide otherwise, in which case the liability of Lioné Leatherworks towards;

-the counterparty is not a consumer and is limited to compensating the direct damage, not being business damage, loss of profit or other consequential damage, of the counterparty with a maximum of € 5,000 per event and a third party, insofar as the liability of Lioné Leatherworks towards this third party would go further than the liability of Lioné Leatherworks towards the counterparty, is limited to compensating the damage suffered by this third party, as if the damage were suffered by the counterparty and the counterparty indemnifies Lioné Leatherworks for the excess.

-the counterparty consumer in all cases with regard to damage to goods is limited to the amount of at most the invoice value of the part of the agreement from which the liability arises.

Art. 10. Complaints/non-conformity

1. Complaints shall be understood to mean all grievances of the other party regarding the quality of a delivery, other than deviations with regard to the technical execution and the model that are permitted to the manufacturer and Lioné Leatherworks, insofar as this does not adversely affect the value of the delivery.

2. The counterparty is obliged to check the delivered goods, including the packaging, immediately upon delivery for shortages and/or damage, or to carry out this check after notification by Lioné Leatherworks that the goods are at the disposal of the counterparty.

3. Any shortages and/or damage found must be noted by the other party, non-consumer, on the invoice/waybill upon delivery, failing which the other party is deemed to have accepted the delivery. Complaints in this regard will then no longer be considered.

4. Complaints by non-consumers can only be made if they are submitted in writing and the advertising advice, which must contain a description of the complaint, is in the possession of Lioné Leatherworks within 8 days of delivery, without prejudice to the provisions of the following paragraphs.

Customers are required to inform Lioné Leatherworks of any non-conformity or visible deviations from the order confirmation within a reasonable time after discovery.

1. In the event of a justified complaint, Lioné Leatherworks is obliged to replace the goods complained of as soon as possible, without Lioné Leatherworks being held liable for any damage suffered. No complaints can be made that are a result of incorrect and incomplete information provided by the other party.

2. Filing a complaint does not suspend the counterparty's payment obligation with respect to the goods in dispute.

3. Items that have been complained about can only be returned if Lioné Leatherworks agrees to this.

The costs and risks associated with the Franco shipping of goods to the address designated by Lioné Leatherworks are for the counterparty. The costs and risks associated with re-shipping to the counterparty are for Lioné Leatherworks.

Art. 11. Warranty

1. Lioné Leatherworks guarantees the soundness and quality of the goods delivered and/or processed by it, taking into account what is stated elsewhere in these conditions.

2. Warranty for goods purchased elsewhere by Lioné Leatherworks is only given if and to the extent that the relevant manufacturer/supplier provides a warranty.

3. Warranty claims only include repairing or having repaired any construction and/or manufacturing errors. All damage, both direct and indirect, caused by the improper functioning of the goods supplied by Lioné Leatherworks, is not covered by the warranty, unless the damage is the result of intent or gross negligence on the part of Lioné Leatherworks.

4. Warranty claims will not be recognized if the manufacturer's instructions have not been followed when using the article, if the delivered item is used for purposes other than normal purposes or if it has been treated, used or maintained in an improper manner.

5. Repair or modification of the delivered goods by the other party without consultation with or written permission from Lioné Leatherworks will void any claim under warranty.

6. If the other party fails to fulfil its obligation(s), Lioné Leatherworks will also be released from its (warranty) obligation(s) as a result.
   

Art 12. Repair

1. Repairs to goods supplied by Lioné Leatherworks will be carried out in accordance with the provisions elsewhere in these conditions and will be carried out to the best of our ability and knowledge.

2. Lioné Leatherworks is not liable for theft, loss or damage of goods submitted for repair, unless Lioné Leatherworks can be accused of intent or gross negligence.

3. If it has been agreed with the other party that the repaired goods would be collected by the other party and the other party, after repeated written notification that the goods are ready, breaches this obligation, Lioné Leatherworks is entitled to sell the goods.
   

Art. 13. Payment

1. All payments must be made in cash upon delivery, or within 30 days after the invoice date, to a bank or giro account designated by Lioné Leatherworks, except in the case of a consumer counterparty. In that case, payment must be made in advance at the time stated on the order confirmation to a bank or giro account designated by Lioné Leatherworks. The order will only be processed afterwards.

2. In case of payment by giro or bank, the date of payment is the day on which the giro or bank account of Lioné Leatherworks is credited.

3. Lioné Leatherworks is not obliged to inform the other party in advance of the expiry of a payment term or to send him account statements and the like, unless otherwise agreed.

4. After the payment term has expired, the counterparty is legally in default. From the date that the counterparty is in default (due date of the invoice), Lioné Leatherworks is entitled, without further notice of default - in the case of a consumer counterparty after a reminder with a payment term of 14 days has been sent and no payment has followed - to claim interest and extrajudicial costs in accordance with the provisions below:

5. Interest; Lioné Leatherworks is entitled to charge interest on overdue amounts at an interest rate of 1.5% per month, for each month or part thereof, calculated from the due date (being 30 days after the invoice date).

6. Extrajudicial collection costs;

All costs associated with the collection, including both judicial and extrajudicial collection costs, shall be borne by the other party.

If the other party is a consumer, the extrajudicial collection costs will be calculated in accordance with the "Decree on Compensation for Extrajudicial Collection Costs", as referred to in Article 6.96 paragraph 4 of the Dutch Civil Code.

If the counterparty is a legal entity or a natural person acting in the exercise of a profession or business, the extrajudicial costs amount to 15% of the principal amount due with a minimum of € 40, without prejudice to the right of Lioné Leatherworks to claim the actual extrajudicial costs, if these should amount to more. Actual costs include the usual rates of the lawyer, bailiff or collection agency engaged by Lioné Leatherworks if necessary, as well as the internal costs.

1. Lioné Leatherworks always has the right to request security for payment both before and after the agreement has been concluded. The above under suspension of the execution of the agreement by Lioné Leatherworks until the security has been provided; all this without prejudice to the right of Lioné Leatherworks to performance, compensation and/or full or partial cancellation of the agreement, all this without any judicial intervention and without Lioné Leatherworks being liable for any compensation for damages.

Art 14. Retention of title

All delivered goods remain the property of Lioné Leatherworks until the other party has fully met all its payment obligations in this regard.

If the law of the country of destination of an item intended for export is more favourable to Lioné Leatherworks, the parties may agree that the property law consequences of the retention of title shall be governed by the law of the country of destination.

The counterparty is obliged to ensure careful handling of the delivered goods and does not have the right to transfer or assign the goods to third parties or to pledge them, to pawn them, or to remove or make them disappear from the space where they were delivered, until the entire purchase price and any associated costs have been paid in full.

1. Each payment will be made to reduce any (collection) costs and interest due and to settle the oldest unpaid invoice.
   

Art. 15. Trademark and design law

1. Lioné Leatherworks is the owner of the (word and image) trademark rights Lioné and Lio and has the license to the (word and image) trademark rights Lioné and Lio and to the (word) trademark rights Lioné.

2. Without the express written permission of Lioné Leatherworks, the brands or models of which Lioné Leatherworks is the model, brand owner or licensee may not be copied or imitated, whether or not slight deviations from the original, under penalty of a fine of € 2,500 for each day that the violation continues, without prejudice to the right of the licensee and the model and brand owner to make use of the possibilities offered by law.

Art. 16. Dissolution

1. Without prejudice to any further rights to which Lioné Leatherworks is entitled and as otherwise provided in these terms and conditions, Lioné Leatherworks shall have the authority, without being liable for any damages on that basis, to terminate its agreement with the other party in whole or in part by registered letter with immediate effect and without judicial intervention if the other party;

- applies for a suspension of payments, is declared bankrupt, loses full or partial control over its assets and/or income, or loses any part of its possessions and/or assets, or any part of its possessions and/or assets is seized and in the event that the other party sells or liquidates its company, the other party fails to fulfil one or more of its obligations arising from the relevant agreement, fails to fulfil them on time or fails to fulfil them properly and has not remedied this failure within 7 calendar days after having been notified in writing to do so by Lioné Leatherworks.

1. If Lioné Leatherworks exercises its authority in accordance with paragraph 1 of this article, Lioné Leatherworks is also authorised with regard to the counterparty non-consumer to take back the unpaid goods at any time, without prior notice and at the expense and risk of the counterparty, and Lioné Leatherworks is authorised by the counterparty to enter the premises of the counterparty in order to take back the goods. In the event of such a dissolution, Lioné Leatherworks is entitled to compensation for the damage suffered by the counterparty as a result, which will amount to at least 50% of the sales price of the order in question.

1. In the event of a consumer's cancellation within 7 days of delivery of the agreement, as described in article 4 paragraph 4 of these conditions, the risk and costs of returning are for the account of the consumer. The purchase price paid by the consumer for the cancellation will be refunded to the consumer by Lioné Leatherworks within 30 days of cancellation.

Article 17.

If and to the extent that a provision of these terms and conditions is considered unreasonably onerous under the law towards a counterparty who is a consumer (being a natural person not acting in the exercise of a profession or business), and that counterparty annuls that provision, the annulled provision will be replaced by a provision that is not unreasonably onerous but protects the interests of Lioné Leatherworks as best as possible.

Article 18.

Lioné Leatherworks is entitled to amend these terms and conditions. Amendments will also apply to agreements already concluded. Lioné Leatherworks will announce these amendments in a timely manner. The other party is entitled to terminate the agreement with effect from the date on which the amended terms and conditions come into effect, if it does not wish to accept the amended terms and conditions.

Art. 19. Currency clause

Lioné Leatherworks reserves the right to cancel the agreement in the event of changes in the currency exchange rate between the Netherlands and one or more of Lioné Leatherworks suppliers.

Art. 20. Disputes

1. All agreements concluded by Lioné Leatherworks are exclusively governed by Dutch law.

1. All disputes of whatever nature that may arise between Lioné Leatherworks and its counterparty, including the taking of provisional or conservatory measures, will be settled by the competent court of the place of establishment of Lioné Leatherworks, without prejudice to the right of Lioné Leatherworks to choose the court designated by the legislator. If this is a different court than the court of the place of establishment of Lioné Leatherworks and Lioné Leatherworks submits the dispute to the court of the place of establishment of Lioné Leatherworks, then the counterparty who is a consumer is entitled to choose the competent court for settlement according to the law within 6 weeks after Lioné Leatherworks has invoked this clause in writing.

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Art. 21. Returns

1. Our return policy allows you to return products within 14 days of receiving your order. The products must be in their original condition, undamaged and unused, with the original packaging and labels. Once we have received and inspected your return, the purchase amount will be refunded to your account. The shipping costs for returns are at your own expense, unless the product is defective or incorrectly delivered.

Please note: Some products, such as custom-made or personalized items, may be excluded from the return policy. Always refer to the specific terms and conditions on our website for detailed information.

The address to send the return shipment to is:

Lioné Leatherworks

Church Street 18 - Hall 3

5154 AP Elshout

The Netherlands