SALES TERMS

Article 1: Acceptation and Opposability

The following sales conditions ("GSC") apply exclusively and systematically to any order submitted by the buyer ("the buyer") to Levelupwear SPRL ("Levelupwear"), whose headquarters are based at Avenue Louis Gribaumont 55, 1150 Brussels, Belgium and registered at the BCE under the number n°0890.015.382.
The GSC are also available on the website of Levelupwear (www.levelupwear.com).

As a consequence, the fact of ordering implies the full acceptance and compliance without any reserve of the buyer to these GSC, and among others to the specifications and prices applicable at Levelupwear.

No specific condition can, unless by anterior and written authorization by Levelupwear, prevail on the GSC. Any opposite condition put forward by the buyer (including his own general sales/or buying conditions) will then, without express written consent by Levelupwear, not opposable to Levelupwear, notwithstanding the moment where it might have been presented to Levelupwear.

The fact that Levelupwear does not make use of one of the GSC included here at a given moment cannot be interpreted as a refusal to make use at a posterior moment of one of the said GSC.

Any modification to the present general sales conditions is immediately applicable to the orders posterior to the modification date.

Article 2 : Ordering

(1) Orders published on the Website (www.levelupwear.com) do not represent a constraining invitation to order by Levelupwear.

(2) After having completed an order via the online store, the validity of the orders is subject to the acceptation of Levelupwear. In case the order is taken and accepted, Levelupwear will send the buyer an order confirmation by email presenting the present general sales conditions.

(3) As long as an order has not been completed, Levelupwear reserves the right to apply any modifications deemed useful to the products and/or prices, and to modify without prior notice the models and designs included in the catalogues, flyers, and any other communication material.

(4) Levelupwear will fulfill the order of the client within the limit of available stocks.

(5) Levelupwear reserves the right to cancel, without compensation, all or part of the order in case of a cause beyond control event, or any event assimilated to a cause beyond control case which might reduce, suspend or stop the production and/or transport of the goods and to prevent the normal execution of the contract such as : partial or total strike, material accidents in the Levelupwear factory, its suppliers, its transporters, a change of situation of a Levelupwear debtor jeopardizing Levelupwear’s Financial situation, flooding, explosions, fires, prolonged freezing, operational hazards or fabrication at Levelupwear, wars, terrorist attacks, catastrophes, disturbances in transport, the impossibility for Levelupwear to be supplied.

(6) ) In the execution of the contract, Levelupwear has the rights to bring minor modifications on the descriptions, brochures, catalogues and other written or electronic documents relating to the characteristics of the materials, the colours, the weight, the sizes, the measures, the production properties or similar properties as long as they reasonably match the clients’ expectations.

Article 3: Prices and variation of price

(1) The applicable prices are the ones currently presented the day of the order by the client. However, even after the acceptance of the order by Levelupwear, Levelupwear can still adapt the prices in the limits set forth by the « loi du 30 mars 1976 (art. 57) » of the Belgian Law, hence in function of the parameters in relation to real costs constituting elements of the final price, and only for the part which they represent in that same final price ; and this only up to eighty percent (80%) of the final price set forth.

(2) Prices are expressed in Euros without taxes. Taxes applicable are the ones prevailing on the day of the invoicing. Tax rates are determined by the shipping address.
These costs (taxes) must be paid by the buyer in addition to the order value.

Article 4: Payment conditions. Delay Penalty.

(1) Unless otherwise stated in a written convention by Levelupwear, invoices emitted by Levelupwear are payable thirty (30) days from the emission date.

(2) In case of payment by Electronic/paper promissory note or by letter of credit, it must be addressed or returned accepted to Levelupwear in the conform and commonly accepted timeframe without exceeding a timeframe of eight (8) business days, and in case of payment by cheque it has to be in the possession of Levelupwear three (3) days at least before the expiration date described in (1).

(3) Also, if the payment is spread out, the failure to pay only one instalment will lead to the immediate repayability of the totality of the debt, without a prior formal notice.

(4) In no case can the payments be suspended or be the object of any kind of compensation without the prior written consent of Levelupwear

(5) Any unpaid amount at the expiration date will give place to the following:

- without any formal notice the repayability of a penalty for payment delay, calculated on the totality of the due amounts, with an interest rate equal to 1.5x the legal interest rate.

- the application of penalties equal to fifteen percent (15%) of the amount of the invoice with a minimum of 60,00 EUR. These penalties will be payable on first demand by Levelupwear to the buyer by registered mail.

(6) Any unpaid amount on the open invoice may give, in addition, the faculty for Levelupwear, in full fledge and without any previous notice, by sending a registered letter, to suspend the execution of all the contracts with the buyer, until full payment of due amounts, as well as the faculty to use the clause of ownership reservation.

Article 5 : Ownership reservation

(1) The property of the Levelupwear products will only be transferred to the buyer when the full payment of their price, in principal and ancilliaries (interest,…), even when payment delays are authorized.

(2) In case of payment default at maturity, Levelupwear will reclaim possession of its products, of which it remained the owner, without having to call the courts for intervention

(3) The buyer commits itself not to sell or to put in pawn the products before the ownership of the products has been transferred to the buyer.

(4) The buyer must keep the sold products under ownership reservation in its original packaging, in order for the products not to be confused with other products of the same nature provided by other suppliers.

(5) The restitution of unpaid products will be due by the defaulted buyer, at its own risks and expenses, with formal notice by Levelupwear by registered letter.

(6) In the case where Levelupwear should claim its products, it will be dispensed to refund the advance payments received on the price when these advance payments cannot compensate the damages owed by the buyer (either by application of the penal clause, or for restitution fees or restoration fees).

(7) The buyer will have to oppose any claims that third party creditors might have on sold products, and to advise Levelupwear of such within the shortest possible notice.

Article 6 : Delivery time and delivery

Delivery Time:

(1) Without a written express convention, the delivery time given to the buyer are only given for their information and delays can in no case lead to any damages or indemnities, nor to the cancelling of the pending orders.

However, if sixty (60) business days after the required date at which the said delivery had to be done and after an unsuccessful formal notice of the buyer, the product has not been delivered for any other case than a case of cause beyond control, the sale can be terminated by either one of the parties. The above cited timeframe of sixty (60) days can be prolonged to ninety (90) days if the product is not in Levelupwear’s stock the day the order has been completed. The buyer will be entitled to obtain the restitution of his advance payment if any, excluding any damages or other indemnities.

(2) The following list is not exhaustive, are notably considered cases of cause beyond control discharging Levelupwear from its obligation of delivery : partial or total strike, material accidents in the Levelupwear factory, its suppliers, its transporters, a change of situation of a Levelupwear debtor jeopardizing Levelupwear’s Financial situation, flooding, explosions, fires, prolonged freezing, operational hazards or fabrication at Levelupwear, wars, terrorist attacks, catastrophes, disturbances in transport, the impossibility for Levelupwear to be supplied.

Levelupwear will do its best to keep the buyer informed, in a timely manner, of such above mentioned cases and events.

In all cases, delivery in time can only happen if the buyer is up to date with its obligations and payments towards Levelupwear, whatever the cause.

Risks related to delivery and transport:
In any delivery modalities, even if delivered free, and notwithstanding the clause of ownership reservation, the transfer of risks on Levelupwear products happens immediately at the shipping of the goods from the Levelupwear warehouse. This implies notably that the products and/or their packaging will travel at the risks of the buyer to which all complaints against the transporters related to breakages, damages, losses or missing products belong.

Article 7 : Conformity control and claims

(1) At the receipt of a product, the buyer commits to verifying, by all means necessary, the conformity between the ordered product and the delivered product.

(2) In case of non conformity, the process of making any complaints and to confirm its reservations remains to the buyer, by registered letter with acknowledgement of receipt to Levelupwear, or in the five (5) business days following the receipt of the goods, or in the twenty-five (25) business days following the receipt of the goods if the default relates to the intrinsic quality of the product and could not reasonably be discovered in the above mentioned time limit. Above that time limit no claims will be accepted.

(3) Any claim will have to explain the problem clearly following the conformity control done by the buyer in the Framework of the GSC.

For lack of claim by the buyer in the indicated time limit, it will be assumed that he will have renounced to any claim on that basis.

In no case will a claim suspend the payment obligation from the buyer.

In no event will the buyer have the right to return the products to Levelupwear without prior written consent, even if a default has been noticed.

Article 8 : Responsibility

(1) Data Transmission via Internet cannot guarantee against the apparition of errors and/or the continuous availability of the Website. As a result, Levelupwear will bear no responsibility on the availability and interruption of the online service.

(2) The obligation of Levelupwear only covers the ordered goods, the buyer being solely responsible for the choice and the usage of the submitted goods. The responsibility to make sure that the goods will be concordant to the use that the buyer will make before ordering of them remains to the buyer only.

Article 9 : Applicable Law and Competent Jurisdiction

Applicable Law :

The General Sales Conditions ("GSC") of Levelupwear are ruled by the Belgian Law.

Competent Jurisdiction :

Any dispute generated by or coming from the contracts concluded by Levelupwear, of their interpretation, their execution or their consequences will be presented to the Courts of Brussels who are exclusively competent for such disputes, independently of the place of ordering/payment , even in case of summary procedure, warranty call or multiple defenders, without any possible interference to this article from the attributive clauses of jurisdiction present on the buyer’s documents.

Article 10 : Miscellaneous

(1) If one of the articles (and/or clauses) present in the General Sales Conditions would have to be considered null, only the said article (and/or clause) would have to be cancelled, the other General Sales Conditions would still be fully applicable.
(2) The buyer cannot yield or transfer any of its obligations resulting from these present General Sales Conditions without prior and written consent by Levelupwear.