ARTICLE 1. | DEFINITIONS

General Terms and Conditions of Electric Black

In In these general terms and conditions, the following terms, which are always written with a capital letter, are used in the following sense.

1. Electric Black: the user of these general terms and conditions, located at Coolsingel 6, 3011 AD Rotterdam, listed in the Commercial Register of the Chamber of Commerce under number 74339206.
2. Customer: every natural or legal person with whom Electric Black has concluded or intends to conclude an agreement.
3. Consumer: a Customer, natural person, who is not pursuing professional or commercial activities.
4. Parties: Electric Black and the Customer jointly.
5. Agreement: Any agreement between the Parties whereby Electric Black undertakes towards the Customer to sell and deliver Products.
6. Distance Agreement: an Agreement concluded between Electric Black and the Consumer within the framework of an organised system for concluding a Distance Agreement without the simultaneous personal presence of Electric Black and the Consumer and which, up to and including the moment of conclusion of the Agreement, makes exclusive use of one or more means of distance communication such as in the case of an Agreement concluded by a Consumer through the Webshop. An Agreement is thus not a Distance Agreement if no organised Distance Agreement conclusion system is used by Electric Black in the process, for example in the case where the Consumer looks up Electric Black’s contact details on the Internet or in a telephone directory and concludes an Agreement by telephone.
7. Webshop: electricblackclothing.com.
8. Products: the items to be sold and delivered to the Customer by Electric Black within the framework of an Agreement, which may include, but is not limited to, T-shirts, sweatshirts, hoodies, tracksuits, coats and other clothing.
9. In Writing: communication in writing, communication by e-mail or any other means of communication that can be equated with this in view of the state of the art and generally accepted standards.

ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions shall apply to any offer of Electric Black, any Agreement and all its legal consequences between the Parties.
2. The applicability of any general terms and conditions of the Customer is specifically excluded.
3. The provisions of these general terms and conditions may only be deviated from in an explicit way and In Writing. If and insofar as that which the Parties have expressly agreed in Writing, deviates from the provisions of these general terms and conditions, that which the Parties have expressly agreed in Writing shall apply.
4. Nullification or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to reach an alternative arrangement in respect of the affected provision, while taking into account the purpose and purport of the original provision as much as possible.

ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT

1. Any offer from Electric Black is without obligation and subject to sufficient availability of the Products offered. Electric Black may still revoke its offer until immediately, or at least as soon as possible after its acceptance by the Customer. If, in such a case, the Customer has already paid, Electric Black shall arrange for repayment as soon as possible.
2. Obvious errors, mistakes and slips in an offer of Electric Black shall not bind Electric Black.
3. Without prejudice to the provisions of paragraph 1, each Agreement shall come into effect at the moment that Electric Black's offer is accepted by the Customer in the designated manner. [

1. If the Agreement is concluded via the Webshop, the conclusion of the Agreement will, without prejudice to the provisions in paragraph 1, be confirmed by Electric Black by e-mail as soon as possible.

ARTICLE 4. | RIGHT OF WITHDRAWAL IN DISTANCE AGREEMENTS

1. Subject to the other provisions of this article, the Consumer may terminate the Distance Agreement up to 14 days after receiving the Products, without giving reasons.
2. The Consumer has no right of withdrawal on the delivery of Products that are not suitable to be returned for reasons of health protection or hygiene and of which the seal has been broken after delivery, or on the delivery of Products in respect of which the right of withdrawal is otherwise excluded or does not apply according to Section 6.5.2B of the Civil Code. These last mentioned grounds are not relevant for the current range of Products of Electric Black, but if they are relevant in future cases, the relevant ground for exclusion will be explicitly mentioned in the offer with the Product concerned.
3. The Consumer may terminate the Distance Agreement by submitting a request to Electric Black to that effect by e-mail or by using the model withdrawal form offered by Electric Black. As soon as possible, after Electric Black is notified of the Consumer's intention to dissolve the Distance Agreement and if the conditions of this article are met, Electric Black will confirm the dissolution of the Distance Agreement by e-mail.
4. In the case of delivered Products that may be returned under the right of withdrawal, the Consumer must handle the relevant Products and their packaging with care during the period referred to in paragraph 1. The Consumer may only handle and inspect the Products that are to be returned, to the extent necessary to assess the nature and characteristics of the Products. The basic principle in this regard is that the Consumer may only handle and inspect the Products as he would be allowed to do in a physical shop.
5. If the Consumer exercises the right of withdrawal, he shall return the Products to Electric Black undamaged, with all delivered accessories and in the original condition and packaging. Return takes place at the expense and risk of the Consumer; Electric Black is not responsible and liable for damage or loss occurring during transport.
6. The Consumer is liable for any diminished value of returned Products resulting from any handling of the Products that goes beyond what is permitted as described under paragraph 4. Electric Black is entitled to charge this depreciation to the Consumer, whether or not by setting it off against any payment already received from the Consumer. If the depreciation is such that the Products cannot reasonably be made ready for resale, the Consumer shall owe the full purchase price.
7. The return of the Products which are to be returned, must take place within 14 days after the Consumer has revoked the Distance Agreement in accordance with the provisions of paragraph 3.
8. If the Consumer exercises the right of withdrawal, the costs of returning the Products shall be borne by the Consumer, unless it has been expressly agreed that these costs shall be borne by Electric Black.
9. Electric Black will refund any payment already received from the Consumer, minus any depreciation, to the Consumer as soon as possible, but at the latest within 14 days after revocation of the Distance Agreement, provided that the Products have been received back by Electric Black, or the Consumer has demonstrated that the Products were actually sent back. If the right of withdrawal is only exercised with regard to part of the order, any delivery costs paid by the Consumer in the first instance are not eligible for a refund.

ARTICLE 5. | TERMS

1. Electric Black makes every effort to meet any agreed term of delivery, but this term is only an indicative term and not a strict deadline. The default of Electric Black shall not take effect until after the Customer has given Electric Black notice of default In Writing, in which notice of default a reasonable period for performance is stated, and Electric Black is still in default of performance after the expiry of the latter period. 

1. A default of Electric Black entitles the Customer to terminate that part of the Agreement to which the default relates, but never to additional damages of Electric Black.

ARTICLE 6. | INVESTIGATION, COMPLAINTS, WARRANTY AND CONFORMITY

1. The Customer must check at the time of delivery, or at least immediately thereafter, whether the nature and quantity of the Products comply with the Agreement. If, in the opinion of the Customer, the nature and/or quantity of the Products do not comply with the Agreement, the Customer must immediately notify Electric Black. In case the Products are delivered (at the conclusion of the Agreement) at Electric Black's location, the nature and quantity of the Products shall be deemed to comply with the Agreement if the Products have been taken by or on behalf of the Customer.
2. Complaints relating to defects that were not reasonably visible or otherwise not recognisable at the time of delivery, shall be submitted In Writing to Electric Black within five days after the Customer became aware, or should reasonably have become aware, of the existence of the defect.
3. Contrary to the provisions of the previous paragraphs of this article, a Consumer may no longer claim that what has been delivered in the context of a consumer sale, does not comply with the Agreement, if the Consumer has not complained to Electric Black about the defect within two months after its discovery.
4. If the Customer does not complain in time and in accordance with the provisions of the previous paragraphs, no obligations arise for Electric Black from such a complaint by the Customer.
5. Even if the Customer complains on time, its obligation to pay Electric Black on time shall continue to exist, except insofar as the law for the benefit of the Consumer mandatorily prevents this.
6. Electric Black provides no warranty for the Products, provided always that this does not affect the mandatory statutory rights and claims that Consumers may assert against Electric Black in the context of a consumer sale (conformity).
7. A claim based on non-conformity lapses in any case if a defect in the delivered Product is the result of an external cause occurring after delivery or another circumstance not attributable to Electric Black or his supplier. This includes, but is not limited to, defects resulting from external damage, natural wear and tear, incorrect or injudicious handling, incorrect or injudicious use, cleaning contrary to the washing instructions and making alterations to the Products, including repairs not carried out with Electric Black's prior Written consent.
8. In the event the Consumer makes a valid claim of non-conformity, the Consumer is entitled to repair or replacement or supplementation of what is missing. No costs can be charged to the Consumer for exercising these rights. Electric Black will cooperate within a reasonable time to repair, replace or supplement what is missing.

ARTICLE 7. | FORCE MAJEURE

1. Electric Black is not obliged to fulfil any obligation under the Agreement if and for as long as he is prevented from doing so by a circumstance that cannot be attributed to him under the law, a legal act or generally accepted standards (force majeure). In addition to what is understood in law and jurisprudence in this respect, force majeure means all external causes beyond Electric Black's control which make the (further) performance of the Agreement impossible or seriously impede it, including epidemics, pandemics, fire, measures taken by any government, transport restrictions, war or threat of war, violent or armed actions, breakdowns in communication links or in equipment or software of Electric Black or third parties.
2. If and to the extent that the force majeure situation makes the performance of the Agreement permanently impossible, the Parties are entitled to dissolve the Agreement with immediate effect.
3. If, when the force majeure situation arises, Electric Black has already partially fulfilled its delivery obligations, or can only partially fulfil its delivery obligations, Electric Black shall be entitled to separately invoice the part already delivered or the still deliverable part of the Agreement as if it were an independent Agreement. 

1. Without prejudice to the provisions of the previous paragraph, damage caused by force majeure shall never be eligible for compensation.

ARTICLE 8. | SUSPENSION AND TERMINATION

1. Electric Black is, if the circumstances of the case reasonably justify it, authorised to suspend the execution of the Agreement or to terminate the Agreement in whole or in part with immediate effect, if the Customer does not, does not timely or does not fully comply with its obligations under the Agreement, or if after the conclusion of the Agreement, circumstances have come to Electric Black's knowledge giving good reason to fear that the Customer will not fulfil its obligations. If the fulfilment of the Customer's obligations with regard to which he fails or threatens to fail is not permanently impossible, the authority to terminate only arises after the Customer has been given notice of default In Writing by x, in which notice of default a reasonable period is stated within which the Customer can (still) fulfil his obligations and the fulfilment has still not taken place after the expiry of the last-mentioned period.
2. If the Customer is in a state of bankruptcy, has applied for (provisional) suspension of payment, any attachment has been levied on its goods or in cases where the Customer cannot freely dispose of his assets in any other way, Electric Black is entitled to dissolve the Agreement in whole or in part with immediate effect, unless the Customer has already provided sufficient security for the fulfilment of his payment obligations.
3. Furthermore, Electric Black is entitled to terminate the Agreement in whole or in part if circumstances arise of such a nature that fulfilment of the Agreement is impossible or that unaltered maintenance of the Agreement cannot reasonably be required.
4. The Customer shall never claim any form of compensation in connection with the right of suspension and/or termination exercised by Electric Black pursuant to this article.
5. Insofar as the ground that led to suspension or termination of the Agreement can be attributed to the Customer, the Customer shall be obliged to compensate the damage suffered by Electric Black as a result.
6. If Electric Black dissolves the Agreement under this article, any outstanding claims against the Customer shall become immediately due and payable.

ARTICLE 9. | PRICES, SHIPPING COSTS & PAYMENTS

1. In case of delivery within the Netherlands of an order of at least three Products, the shipping costs will be free of charge, unless expressly agreed otherwise. In other cases, shipping costs shall be borne by the Customer. Before concluding an Agreement with a Consumer, the total price will be stated, including any delivery costs.
2. Payment must be made by one of the methods specified by Electric Black for this purpose, at the time indicated by Electric Black. In case of an advance payment, Electric Black shall not be obliged to proceed with delivery until after the advanced payment has been received by Electric Black.
   

1. Payment must be made without any recourse to suspension or settlement, insofar as the law does not imperatively preclude this for the benefit of the Consumer.
2. Electric Black is entitled to make the invoice payable by the Customer, available to him exclusively by e-mail.
3. If the Customer liquidates his company or transfers it to a third party, is in a state of bankruptcy, has applied for (provisional) suspension of payments, his goods have been attached, as well as in cases in which the Customer cannot otherwise freely dispose of his assets, the claims on the Customer are immediately due and payable.
4. If payment is not made on time, the Customer shall be in default by operation of law. From the day the Customer's default starts, the Customer shall owe an interest on the outstanding amount of 2% per month, whereby part of a month shall be regarded as a full month. Notwithstanding the previous sentence, instead of the contractual interest rate referred to there, the legal interest rate in force at the time of the payment default shall apply if the Customer is a Consumer.
5. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed by the Customer, shall be borne by the Customer. 

ARTICLE 10. | LIABILITY

1. The Customer shall bear the damage caused by inaccuracies or incompleteness in the data provided by him, any other shortcoming in the fulfilment of the Customer's obligations arising from the law or the Agreement, as well as any other circumstance that cannot be imputed to Electric Black. Damage resulting from a circumstance referred to above shall not entitle the Customer to damages or any other compensation towards Electric Black.
2. Electric Black shall never be liable for damage resulting from incorrect use of the Products or from any other cause as referred to in article 6.7.
3. Electric Black shall never be liable for indirect damage, including suffered loss, lost profit and damage as a result of business stagnation.
4. Should Electric Black be liable for any damage, Electric Black shall be entitled to repair this damage at all times. The Customer must give Electric Black the opportunity to do so, failing which any liability of Electric Black in this respect shall lapse.
5. Electric Black’s liability is limited to repair or replacement of the Products to which Electric Black's liability relates. If repair or replacement is not possible, Electric Black's liability is limited to, at most, the value of the invoice of the Agreement, at least that part of the Agreement to which Electric Black's liability relates.
6. Without prejudice to the limitation periods referred to in Article 6, the limitation period for all legal claims against Electric Black shall be one year. Notwithstanding the previous sentence, legal claims, to which consumers are entitled, that are based on facts that would justify the assertion that a consumer sale does not comply with the Agreement shall expire after two years.
7. In the case of a consumer sale, the limitations of this article do not extend further than is permitted under Article
   7:24 paragraph 2 of the Civil Code. 

1. The limitations of liability in these general terms and conditions do not apply if the damage was caused by intent or deliberate recklessness on the part of Electric Black or his managerial staff.

RARTICLE 11. | GENERAL COMPLAINTS POLICY

1. Complaints submitted to Electric Black shall be answered within a period of 14 days after their receipt. If a complaint requires a longer processing time, a reply will be provided within a period of 14 days that includes acknowledgement of receipt and an indication as to when the Customer can expect a more detailed answer.
2. If, under a Distance Agreement, the complaint cannot be resolved by mutual agreement, the Consumer can submit the dispute to the Disputes Committee of the ODR-platform ec.europa.eu/consumers/odr/).

ARTICLE 12. | RETENTION OF TITLE

1. Alle Products delivered by Electric Black to the Customer remain its property until the Customer has properly fulfilled all its payment obligations under the relevant Agreement.
2. The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.
3. The Customer is obliged to keep the Products delivered under retention of title with due care and as the recognisable property of Electric Black.
4. If third parties seize the Products subject to Electric Black's retention of title or wish to establish or enforce rights to them, the Customer shall be obliged to notify Electric Black of this as soon as possible.
5. Upon violation of the provisions of this article, the amount owed by the Customer to Electric Black shall become immediately due and payable in full.
6. The Customer gives unconditional permission to Electric Black or third parties designated by Electric Black to enter all those places where the Products subject to retention of title are located. The Customer must provide Electric Black with all information, upon first request, in order to exercise its property rights. All reasonable costs incurred in connection with the exercise of Electric Black's property rights shall be borne by the Customer. 

1. If the Customer has fulfilled his obligations after the Products have been delivered to him by Electric Black, the retention of title in respect of these Products shall revive if the Customer fails to fulfil his obligations under an Agreement concluded at a later date.

ARTICLE 13. | CONCLUDING PROVISIONS

1. Electric Black is entitled to amend these general terms and conditions. In such a case, the Customer shall be notified thereof, whereby the amended general terms and conditions shall be provided to him and after which they shall apply. In the case of a Consumer, amended general terms and conditions shall not apply to an Agreement already concluded if and insofar as the amendments are to his detriment.
2. Every Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.
3. The Parties will not resort to court until after they have made every effort to resolve the dispute by mutual agreement.
4. The competent court within the judicial district of Rotterdam shall be designated in first instance to hear any legal disputes between the Parties, without prejudice to the right of Electric Black to designate another court which has jurisdiction according to the law. However, a Consumer shall be entitled to choose the court that is competent under the law within one month after Electric Black has notified In Writing that he wishes to litigate in the court he has designated.
5. If these general terms and conditions are available in several languages, the Dutch version shall always be determinative for the interpretation of the provisions contained therein.