These GTC apply to all offers and agreements by and between G-Star Raw C.V. and/or one of its group companies, having its business address in Amsterdam, The Netherlands (‘G-Star’) and the party with whom G-Star enters into an agreement (the ‘Supplier’) for the purchase of goods and/or supply of services. Any other conditions unilaterally stated by Supplier in its orders, invoices, correspondence or communications will not be applicable. These GTC can only be validly modified by express written agreement between G-Star and Supplier.

    Article 1 Definitions
  1. 1.1 “Items” shall mean the goods and/or services as described in the Purchase Order.
    1.2 "Delivery Date" shall mean the date indicated by G-Star in the Purchase Order as to when the Items must be rendered and/or delivered to G-Star as specified in these GTC and the Purchase Order.
    1.3 "Price" shall mean the agreed price as detailed in the Purchase Order, in the currency expressed therein, and includes (among others) costs for carriage, freight, insurance, export licenses and duties, import duties, packaging, labeling and any other governmental or official levy, which shall be borne by Supplier. Supplier shall bear any currency risks. If VAT, GST or any other sales tax is due, it will be considered included in the Price, unless otherwise expressly indicated in the Purchase Order.
    1.4 "Site" shall mean the location where Items must be rendered and/or delivered, as specified in the Purchase Order.
    1.5 "Purchase Order” shall mean an order placed by G-Star to Supplier for the order of Items.

  2. Article 2 Offer and Acceptance
  3. 2.1 Each time G-Star places a Purchase Order with Supplier, it shall constitute an invitation to Supplier to make an offer to G-Star. A binding agreement will only be concluded if the offer of the Supplier is accepted by G-Star in writing. Unless otherwise indicated in the Purchase Order, invitations to Supplier to make an offer are valid for a period of 30 days.
    2.2 Each time G-Star places a Purchase Order, it shall be understood as a new and separate agreement subject to these GTC. However, if competent courts should find that G-Star and Supplier have entered into a continuing performance agreement, G-Star may at its discretion decide to terminate all or any part of the relevant agreement(s) by giving one (1) month's notice to Supplier, without having to pay any damages or compensation.
    2.3 Supplier must notify G-Star in writing, within five (5) working days of the date of the Purchase Order, of any mistakes such as writing, printing or computing errors. Supplier shall not deviate from any specifications referred to in a Purchase Order or from any sample furnished or approved by G-Star, without the prior written consent of an authorized representative of G-Star. G-Star may at any time, by a new written Purchase Order or written instruction, make changes within the general scope of a Purchase Order in any one or more of the following: (1) drawings, designs or specifications; (2) method of shipment, packaging and/or delivery; and (3) place of delivery. If an amendment to a Purchase Order causes an increase or decrease in the cost of or the time required for the performance of any part of the work under such Purchase Order, an equitable adjustment shall be made in the Price or delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly upon receipt of an amended quotation.
    2.4 If Items are sold together as a combination or set, G-Star shall have the right to require delivery of complete sets and refuse any partial deliveries proposed by Supplier.

  4. Article 3 Payment
  5. 3.1 Supplier’s invoices shall be net 60 days from date of receipt of the invoice, which must always be issued after delivery and acceptance of the Items. Invoices are directly payable into Supplier's bank account via bank transfer, provided such information is included in the invoice. G-Star shall have in any case a right to protest invoices in good faith. Protested invoices shall be kept on hold and are not due and payable until the Parties have solved the issue.
    3.2 Supplier shall ensure that all invoices delivered to G-Star are made out to the company nominated by G-Star in the Purchase Order, specify the valid VAT number of both G-Star and Supplier, and sent to the attention of the person and address specified in the Purchase Order. Failure to invoice G-Star in this way may result in either the invoice not being accepted and returned to Supplier, or payment of Supplier's account being delayed, without a right to claim any kind of late fees.
    3.3 All payments must be based on a Purchase Order. No payments shall be made or due without a Purchase Order, without exception.
    3.4 G-Star shall be entitled at all times to set-off and/or compensate any amount owing at any time from Supplier to G-Star against any amount payable at any time to Supplier by G-Star. Supplier is not entitled to any set-off or compensation.
    3.5 Payment shall never imply a waiver by G-Star of any rights it might have by agreement or by law.

  6. Article 4 Delivery and Acceptance
  7. 4.1 Delivery of the Items must be done on Delivery Date at the Site. Delivery Date is of the essence and shall not commence prior to or after the Delivery Date, unless G-Star gives prior written agreement. Delivery to the Site shall be made DDP (Delivered Duty Paid; Incoterms 2010) with the manner of delivery to be decided by G-Star. G-Star shall retain total discretion in accepting or rejecting partial deliveries.
    4.2 Inspection and acceptance of Items will take place at the Site unless otherwise agreed in writing. Acceptance will only take place after G-Star has actually inspected and ascertained that the Items are in accordance with these GTC and the Purchase Order. Supplier must provide G-Star, at the moment of delivery, with all necessary documentation relating to the Items. G-Star is entitled to use, copy and distribute this documentation for internal use. Items that do not conform to the terms of the Purchase Order can be rejected by G-Star at its own discretion, at Supplier’s risk and expense. Rejected Items shall be deemed to be the property of Supplier. Defective Items can be returned by G-Star at the moment of delivery or at any time later when such defect becomes apparent, and Supplier shall reimburse G-Star for actual expenses that G-Star incurs with respect to the same. G-Star may withhold against any payment due to Supplier the Price of such Items until the defects are modified or replaced within a reasonable time of receipt of the written notice from G-Star to do so.
    4.3 Ownership and risk in the Items shall pass to G-Star only upon delivery to the Site and acceptance having taken place by G-Star. Supplier is responsible for storage and/or preservation of the Items until they are delivered.
    4.4 In the event G-Star must obtain replacement Items from another Supplier (for example, Supplier does not meet Delivery Date noted on the Purchase Order), Supplier shall reimburse G-Star the difference between the original costs of the Items under the original Purchase Order and the cost incurred by G-Star for the replacement Items.

    Article 5 Warranties and Liability
  8. 5.1 Supplier warrants, guarantees and represents that the Items: (A) Are manufactured, stored, tested, packed, labeled, transported, executed, delivered and rendered in accordance with the descriptions and specifications provided by G-Star in the Purchase Order, in accordance with the highest industry standards and with all applicable laws, rules and regulations of, among others, European Union Directives, Regulations and Rules as well as Dutch and/or relevant domestic laws of European Union member countries – where applicable – dealing with, without limitation, hazardous products, advertising, labeling, packaging, consumer protection, warranties, language, customs, country of origin requirements, intellectual property regulations, health & safety requirements, data protection and any other applicable laws, rules and regulations applicable to the sale, purchase and delivery of the Items, including G-Star’s Code of Conduct on social and environmental standards; (B) Shall be of merchantable quality and fit for the purpose for which they are acquired. All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Items are hereby confirmed. All representations, statements or warranties made or given by Supplier, its servants and agents (whether orally in writing or in any of the Supplier’s brochures catalogues and advertisements) regarding the quality and fitness for purpose of the Items shall be deemed to be express conditions;
    5.2 Supplier shall keep G-Star harmless and indemnify G-Star against all claims, demands, actions, costs, expenses (including legal expenses), loss and damages arising from or incurred by reason of any infringement or alleged infringement of these warranties. All of the representations, warranties, guarantees and indemnities contained in these GTC shall survive their expiration. All rights and remedies are cumulative and in addition to those which G-Star has under law and equity.

    Article 6 Termination
  9. 6.1 A Party (the "Non-defaulting Party") may by giving notice to the other party (the "Defaulting Party") terminate with immediate effect, if: (A) the Defaulting Party is in breach of any clause of these GTC and such breach has not been remedied by appropriate remedial action within 5 days after receipt by the Defaulting Party of notice from the Non-defaulting Party requiring such remedy; (B) any procedure is commenced with a view to: (i) the winding-up or reorganization of the Defaulting Party; (ii) the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy; (iii) the holder of any security over all or substantially all of the assets of the Defaulting Party takes any step to enforce that security; (iv) all or substantially all of the assets of the Defaulting Party is subject to attachment, sequestration, execution or any similar process; (v) Defaulting Party is unable to pay its debts as they fall due or enters into a composition or arrangement with its creditors or any class of them or its business operations are discontinued.
    6.2 In the event of termination all the rights and obligations of the Parties shall forthwith cease, except for those provisions expressly stated to continue without limit in time. Termination shall not affect any rights or liabilities arising under these GTC and/or Purchase Order prior to such termination. For the avoidance of doubt this right to terminate is not exclusive of any rights and remedies provided by law.

    Article 7 Confidentiality and Intellectual Property Rights
  10. 7.1 All materials including, among others, specifications, patterns, drawings, photographs, samples and information provided by G-Star to Supplier shall be considered at all times as confidential information and shall remain the exclusive property of G-Star and shall not be disclosed by Supplier to any third party without G-Star's written consent. Supplier shall not use this information nor allow it to be used for any purpose other than to comply with the terms of these GTC. The obligations to ensure and protect the confidentiality of the confidential information imposed on Supplier under these GTC shall survive their expiration or termination, as the case may be.
    7.2 Neither Party shall have any right to copy, reproduce, display or in any other way make any use of the other Party’s intellectual property rights (including trade name, copyrights, patents and trademarks) without such Party’s previous written consent after full disclosure. These GTC do not grant any right, assignment, grant or license to any Party to use these rights. No advertising or promotional activity regarding these GTC or the Purchase Order is allowed. Notwithstanding the above, Supplier hereby grants to G-Star and its affiliates a non-exclusive, worldwide, free-of-charge license to use its intellectual property rights as required and included in the Items, for their proper use, as well as any software that may be included in the Items.
    7.3 The Parties hereby acknowledge and expressly agree that, in those cases where either Supplier alone or Supplier and G-Star jointly create or jointly contribute to the creation of new material under the terms of these GTC and/or Purchase Order that is susceptible of protection under the laws of intellectual property rights (including, without limitation, patent law, copyright law, trademark law, know-how, business methods), then all rights, title and interest on such new materials shall belong to G-Star and G-Star shall have, for all legal purposes, title and ownership on such intellectual property rights created under these GTC and/or the Purchase Order. Supplier does hereby waive any moral rights that Supplier may have with respect to such materials and/or rights. In case such rights and ownership are not directly attributed to G-Star under an applicable jurisdiction, then Supplier hereby expressly agrees to take all necessary legal steps under such jurisdiction to transfer said title and ownership to G-Star in a permanent, irrevocable and exclusive manner, without compensation.
    7.4 Supplier shall indemnify G-Star against all claims, demands, actions, costs, expenses (including legal expenses), loss and damages arising from or incurred by reason of any infringement or alleged infringement of any industrial or intellectual property right of a third party.

    Article 8 Miscellaneous
  11. 8.1 If any part of these GTC should prove to be invalid, that shall not affect or impair the legality, validity or enforceability of any other provision of these GTC or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these GTC. The invalid term or condition shall be interpreted as having been converted into a valid term or condition approximating the purpose of the original term or condition as closely as possible.
    8.2 No waiver or forbearance by G-Star (whether express or implied) in enforcing any of its rights under these GTC shall prejudice its rights to do so in the future.
    8.3 Without prejudice to article 5.1, these GTC and the Purchase Order constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof, and supersedes prior discussions between them and neither Party shall be bound by any previous agreements, negotiations, commitments and writings other than as expressly stated in these GTC and Purchase Order.
    8.4 Supplier cannot assign or purport to assign all or any part of the benefit of, or its rights or benefits under these GTC and Purchase Order. For the avoidance of doubt, if there is a change of control of Supplier or any person who has control of Supplier, either directly or through a chain of persons each of whom has control over the next person in the chain then G-Star may terminate with immediate effect.
    8.5 Exceptional circumstances outside of control of either party which prevent a party from performing its obligations, including (threat of) (civil) war, insurrection, riots, hostile attack, terrorism, blockade, embargo (except in those areas in which these events are endemic), national mourning, flood, earthquake, typhoon and fire (‘Force Majeure’) allow for the party suffering them to suspend the application of the relevant agreement for the period in which such events take place. For the avoidance of doubt, Force Majeure does not include strikes, trade barriers, shortages of labor and/or materials or non-performance by sub-Suppliers. Supplier is not entitled to compensation of any kind whatsoever, nor shall have the legal right to claim performance of contract, in cases on Force Majeure.
    8.6 All notifications between the Parties shall be effected by registered mail, return receipt.
    8.7 Supplier shall not represent itself as the agent, legal representative, joint-venturer, employee, sales representative or partner of G-Star or its affiliates for any purpose whatsoever and shall have no right to create or assume any obligation of any kind, express or implied, for or on behalf of G-Star in any way whatsoever. G-Star shall similarly not represent itself as the agent or legal representative of Supplier. The Parties declare to be independent contractors.
    8.8 These GTC shall be governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods, 11 April 1980, is explicitly excluded. Any and all disputes between G-Star and Supplier shall be

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