GENERAL TERMS AND CONDITIONS (WHOLESALE)

GENERAL TERMS AND CONDITIONS

MARTAN BV
Binnenkant 31-1
1011 BK Amsterdam
The Netherlands

KVK: 94022658

Effective Date: 01.12.2025

1. DEFINITIONS

1.1 "MARTAN" means MARTAN BV, registered with the Dutch Chamber of Commerce under number 94022658.

1.2 "Customer" means any business entity purchasing products from MARTAN on wholesale terms.

1.3 "Products" means clothing and accessories offered by MARTAN for wholesale purchase.

1.4 "Order Confirmation" means the written confirmation issued by MARTAN following receipt of a Customer's order.

1.5 "RRP" means the Recommended Retail Price as determined by MARTAN.

2. APPLICABILITY

2.1 These General Terms and Conditions apply to all offers, quotations, orders, agreements, and deliveries between MARTAN and the Customer.

2.2 Deviations from these terms are only valid if explicitly agreed in writing by MARTAN.

2.3 The applicability of any general terms and conditions of the Customer is expressly rejected.

2.4 If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

3. ORDERS AND ORDER CONFIRMATION

3.1 All orders are subject to MARTAN's acceptance. An agreement is formed only upon MARTAN's issuance of an Order Confirmation.

3.2 The Customer's email confirmation accepting MARTAN's Order Confirmation constitutes a binding acceptance of the order and these General Terms and Conditions.

3.3 Minimum Order Requirements: Orders must meet at least one of the following criteria:

  • Minimum of 50 pieces, OR

  • Minimum order value of €5,000

3.4 Once the Customer has confirmed acceptance of the Order Confirmation via email, the order cannot be cancelled.

4. PRICING

4.1 All prices are quoted in Euros (€) and are exclusive of VAT, shipping costs, insurance, and any other taxes or duties unless otherwise stated.

4.2 Wholesale prices are calculated based on the RRP with a mark-up factor of 2.7.

4.3 The RRP is subject to change until one week before the scheduled delivery date. MARTAN will notify the Customer of any price changes resulting from RRP adjustments.

4.4 MARTAN reserves the right to adjust the RRP prices and with that wholesale prices in the event of increases in costs of raw materials, labor, transportation, or currency fluctuations occurring between order confirmation and delivery.

5. PAYMENT TERMS

5.1 Deposit: 30% of the total order value is due as an upfront payment upon acceptance of the Order Confirmation (30 days payment term after invoicing). 

5.2 Balance Payment: The remaining 70% of the order value is payable within 30 days after the invoice date (Net 30).

5.3 Payment must be made to the bank account specified on the invoice, without any deduction, set-off, or counterclaim.

5.4 Late Payment: If payment is not received within 45 days after the invoice date, MARTAN reserves the right to charge interest at a rate of 1.5% per month (or part thereof) on the outstanding amount from the 46th day until full payment is received.

5.5 In the event of late payment, the Customer is liable for all collection costs, including but not limited to reasonable attorney fees and administrative expenses.

5.6 If the Customer fails to make timely payment, MARTAN may suspend further deliveries under any outstanding orders until all outstanding amounts are paid in full.

5.7 Default Without Notice: If payment has not been received within 90 days after the invoice date, the Customer is automatically in default without any notice of default (ingebrekestelling) being required. MARTAN is then entitled to:

  • Suspend all further deliveries;

  • Terminate any outstanding agreements with immediate effect;

  • Exercise its retention of title rights under Article 8;

  • Engage collection agencies or legal action to recover the outstanding amounts;

  • Claim all associated costs from the Customer.

6. DELIVERY

6.1 Delivery dates specified in the Order Confirmation are estimates only. MARTAN will indicate the expected delivery month, but exact delivery dates are not guaranteed.

6.2 MARTAN shall use reasonable efforts to meet estimated delivery dates but shall not be liable for any delays in delivery.

6.3 MARTAN delivers worldwide. Delivery is made to the address specified by the Customer in the order.

6.4 Shipping Costs: All shipping, freight, insurance, and transportation costs are borne by the Customer unless otherwise agreed in writing.

6.5 Transfer of Risk: Risk of loss or damage to the Products passes to the Customer when MARTAN delivers the Products to the carrier designated by the Customer or on the Customer's behalf.

6.6 After risk has passed to the Customer, MARTAN is not liable for any loss, damage, or deterioration of the Products during transportation.

7. QUANTITY VARIATIONS

7.1 Due to the nature of MARTAN's production process and potential fabric supply issues, MARTAN reserves the right to deliver up to 15% more or less than the ordered quantity.

7.2 In the event of a quantity variation, the Customer shall pay only for the actual quantity delivered.

7.3 A quantity variation within the 15% tolerance shall not entitle the Customer to refuse delivery or to claim compensation.

8. RETENTION OF TITLE

8.1 All Products delivered remain the exclusive property of MARTAN until the Customer has paid all amounts owed to MARTAN in full, including:

  • The purchase price of the Products;

  • Interest and costs arising from late payment;

  • Any other amounts due under the agreement or any other agreement between the parties.

8.2 Until full payment has been made, the Customer is not permitted to pledge the Products or grant any third party rights over them.

8.3 If the Customer fails to fulfill its payment obligations, MARTAN has the right to repossess the Products. The Customer grants MARTAN irrevocable permission to enter any premises where the Products are located for this purpose.

8.4 Upon repossession, any payments already made by the Customer shall be retained by MARTAN as compensation for use of the Products, without prejudice to MARTAN's right to claim full damages.

9. INSPECTION AND COMPLAINTS

9.1 The Customer must inspect the Products immediately upon delivery and verify that the delivery corresponds with the Order Confirmation in terms of quantity and type.

9.2 Defects and Non-Conformity: Any visible defects, damage, or non-conformity must be reported to MARTAN in writing within 30 calendar days of delivery. Claims submitted after this period will not be accepted.

9.3 The complaint must include:

  • The invoice or Order Confirmation number;

  • A detailed description of the defect or non-conformity;

  • Photographic evidence where applicable;

  • The quantity of affected Products.

9.4 Complaints do not suspend the Customer's payment obligations unless otherwise agreed in writing by MARTAN.

9.5 If a timely and valid complaint is made, MARTAN will assess the complaint on a case-by-case basis and determine an appropriate remedy at its sole discretion, which may include replacement, repair, credit note, or other resolution.

10. RETURNS

10.1 Products may only be returned with MARTAN's prior written consent.

10.2 Returns are assessed on a case-by-case basis and are subject to MARTAN's approval.

10.3 All costs associated with returns, including shipping and handling, are borne by the Customer unless the return is due to a defect or error attributable to MARTAN.

10.4 Returned Products must be in their original condition, unused, undamaged, and in original packaging.

11. WARRANTY AND LIABILITY

11.1 MARTAN warrants that the Products are free from material defects in materials and workmanship at the time of delivery, subject to the inspection and complaint procedures set out in Article 9.

11.2 MARTAN's total liability under any agreement, whether based on contract, tort, or any other legal ground, is limited to the invoice value of the Products giving rise to the liability.

11.3 MARTAN is not liable for:

  • Indirect or consequential damages, including but not limited to loss of profit, loss of revenue, loss of business, or loss of goodwill;

  • Damage resulting from improper use, storage, or handling of the Products by the Customer or third parties;

  • Normal wear and tear;

  • Damage occurring after risk has passed to the Customer.

11.4 The limitations of liability set out in this Article do not apply in cases of intentional misconduct or gross negligence by MARTAN.

12. FORCE MAJEURE

12.1 MARTAN is not liable for failure to perform its obligations if such failure is caused by circumstances beyond its reasonable control, including but not limited to:

  • Natural disasters, war, terrorism, riots, or civil unrest;

  • Government actions, regulations, or restrictions;

  • Strikes, labor disputes, or supplier failures;

  • Fire, flood, or other catastrophic events;

  • Fabric supply issues, production disruptions, or material shortages;

  • Transportation delays or carrier failures.

12.2 In the event of force majeure, MARTAN's performance obligations are suspended for the duration of the force majeure event.

12.3 If a force majeure event lasts longer than 90 days, either party may terminate the agreement in writing without liability for damages.

13. INTELLECTUAL PROPERTY

13.1 All intellectual property rights related to the Products, including but not limited to designs, trademarks, logos, and product descriptions, remain the exclusive property of MARTAN.

13.2 The Customer is not permitted to reproduce, modify, or use MARTAN's intellectual property without prior written consent.

14. APPLICABLE LAW AND DISPUTE RESOLUTION

14.1 These General Terms and Conditions and all agreements between MARTAN and the Customer are governed exclusively by Dutch law.

14.2 The Vienna Sales Convention (CISG) is expressly excluded.

14.3 Any disputes arising from or related to these terms or any agreement between the parties shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

15. AMENDMENTS

15.1 MARTAN reserves the right to amend these General Terms and Conditions at any time.

15.2 The most current version of the terms will be available on MARTAN's website or provided upon request.

15.3 Amendments take effect 30 days after notification to the Customer, unless otherwise specified.

15.4 If the Customer does not accept the amended terms, it may terminate the business relationship within 30 days of notification, without affecting orders already confirmed.

16. FINAL PROVISIONS

16.1 If any provision of these terms is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.

16.2 MARTAN may assign its rights and obligations under these terms to a third party. The Customer may not assign its rights or obligations without MARTAN's prior written consent.

16.3 These General Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral.

MARTAN BV
KVK: 94022658
info@martan-official.com