General Terms and Conditions for Manufacturers
These General Terms and Conditions (the Manufacturer Terms and Conditions apply to every use of the website www.manufy.com and any subdomains. The Manufacturer Terms and Conditions also apply to all the services that are offered by us to Users acting in the capacity of Manufacturer. The Website is a platform for connecting Manufacturers and Buyer for fashion production. The Website connects people who want to manufacture goods and therefore facilitates deal making between Buyers and Manufacturers. Manufy B.V. (Manufy) can change the Manufacturer Terms and Conditions at any time. By using the Website, you agree that the latest version of the Client Terms and Conditions will always apply. Manufy must accept agreements that deviate from the Manufacturer Terms and Conditions in writing before they become valid.
Article 1 – General
The Manufacturer General Terms and Conditions apply to persons and companies who use the website to react on Requests For Quotations (RFQ) and to connect with new Buyers.
If any part of the Client Terms and Conditions is void or voidable, this will not affect the validity of the remainder of the Client Terms and Conditions. The void or voided part will be replaced by a provision that aligns as far as possible with the content of the provision that is void.
Article 2 – Rules for using the Website
You may not use the Website in such a way that you violate Dutch or other applicable legislation or regulations. You may not distribute the following through the Website:
– Pornographic films, images or other media with erotic content;
– Texts or images that are offensive, racist, discriminatory or inflammatory;
– Unsolicited advertising (spam);
– Incorrect or misleading information; or
– Viruses, malware, spyware or other software intended to cause damage to computers belonging to us or to other users.
You may not create an account under someone else’s name or in any other way pretend to be someone else. You must keep the personal data obtained from other users confidential. In addition, you must not misuse this data. You may not approach any other users for purposes (commercial and otherwise) other than those for which the Website is intended. You may not place or facilitatie offerings on the Website for illegal goods such as weapons, drugs, etc., or dangerous, specific and/or perishable goods. A person who arranges for such goods to be bought is at risk of being subject to criminal prosecution or other legal measures. Any fines or other damages arising from illegal, dangerous, specific and/or perishable goods for which the Manufacturer has facilitated, will be recovered from the Manufacturer.
All communication prior to the execution of the Order should be conducted through the Website. It is therefore not permitted to exchange contact details (e.g. telephone numbers and e-mail addresses) through the message system. Orders with a collection or delivery address outside the European Economic Area (EEA) countries will be removed from the Website. If you suspect a Buyer or Manufacturer of misusing the Website, you have an obligation to report this to Manufy.
Article 3 – The platform
The purpose of the Website is to provide a platform on which a Manufacturer and a Buyer can come into contact. The Manufacturer is prepared to perform apparel manufacturing (the Products) for the Buyer and the Buyer wishes to have a specific manufacturing request to do so. This creates a contract between the Manufacturer and the Buyer. Manufy and the Manufacturer expressly do not intend to enter into an employment contract within the meaning of Sections 610 et seq. and 690 et seq. of Book 7 of the Dutch Civil Code. Manufy and the Manufacturer explicitly wish to prevent the applicability of the fictitious employment relationship. Manufy is not a party to the contract between Manufacturer and Buyer. Manufy merely provides the platform and facilitates the contact between Manufacturer and Buyer. Manufy is not responsible for the agreements or fulfillment of the agreements between the Manufacturer and the Buyer. If a conflict arises between the Manufacturer and the Buyer, they themselves must resolve that conflict. Manufy is prepared to act as mediator and is happy to help resolve a conflict. Manufy will use the line of actions described in article 7 – Buyer Protection at mediating conflicts.
Article 4 – The Order and Payment
The Order placed by the Buyer with the Manufacturer is concluded as soon as the Buyer has paid in advance through the Website and the Manufacturer has indicated that he or she wishes to carry out the Order that has been placed. The Order shall be paid through Online Payment Platform BV, which collects payments on behalf of the Manufacturer. Following payment, the Buyer will receive a confirmation of payment via the platform. All payments made through Online Payment Platform BV are held on Escrow until production and delivery of the Order is completed.
After the Buyer has paid, a message is sent to the Manufacturer to say that his or her offer has been accepted. The Manufacturer then will start production of the Product with an estimated and agreed delivery date. If the Manufacturer accepts the Order, he or she thereby accepts full responsibility for the proper execution of the Order.
The Manufacturer organises his or her work independently and is completely independent in manufacturing the Order. The Manufacturer will execute the Order at his or her discretion and without supervision or management by Manufy. The Buyer and/or Manufy can make suggestions and give instructions with respect to the result of the Order.
Manufy and the Manufacturer explicitly agree that the Buyer can also have Orders at other Manufacturers.
The Manufacturer is responsible for providing correct and complete information regarding the Order.
The prices for Manufy’s services are listed on the Website. The Buyer pays Manufy a Buyer Protection fee of 3% of the total transaction amount of the Products. The Manufacturer pays Manufy 5% of the total price of the Products as an agent fee.
Manufy can change the prices of the Service and Buyer Protection without prior notice. The applicable price is the price as given on the Website. No rights can be derived from previous prices.
The Manufacturer accepts that all Orders concluded through the Website are subject to the General Terms and Conditions for Buyers, as offered by Manufy to the Brands.
Article 5 – Sample orders
Small orders such as samples of manufacturer work or first iterations of the production order in smaller quantities are considered as Sample Orders. Sample Orders are Orders itself, and therefore the same Terms & Conditions will hold for Sample Orders as for Orders.
Article 6 – Shipping Tracking System.
Information provided by Manufy as part of a Shipping Tracking System will only reflect the tracking information provided by the carrier of the Item. Consequently, Manufy disclaims any liability if the carrier provides inaccurate, incomplete or outdated tracking information.
Article 7 – Buyer Protection
By purchasing products via the Website, the Order will fall under the mandatory Buyer Protection plan. The Buyer Protection plan is added to every Order made via the Website. The Buyer and Manufacturer will be required to expressly allow Manufy to start providing the Buyer Protection service immediately, once the Buyer has completed his order and finished the payment.
Orders made without using the Website are made solely at the Users’ risk and Manufy will not offer any of the services included in the Buyer Protection in relation to such transactions. To the extent permitted by law, Manufy is not responsible for, and disclaims all liability arising out of or related to, purchases conducted off the Website. For your security and that of the transactions, we invite you to complete transactions using the Website and not to make transactions outside the Website. In the case that Orders are made outside the platform, the Manufacturer will still be obligated to pay the 5% fee of the total transaction amount, as stated in article 9 – Obligations of the Manufacturer.
The Buyer Protection is not an insurance or a legal protection service. The Buyer Protection is a service offered by Manufy. It does not replace the Buyer’s legal rights or legal guarantees, which can be exercised in addition to, and independently from the Buyer Protection.
Process for Receiving a discount or refund under the Buyer Protection.
The Buyer Protection includes the right for Buyers to obtain a discount if an Order is not delivered or is significantly not as described.
In order to obtain a possible discount or refund under the Buyer Protection, the Buyer must report the issue to Manufy within seven days from when the Buyer is notified by Manufy that the Order should have been delivered (Dispute Filing Period). If the Buyer does not report the issue within the Dispute Filing Period, the Transaction will be completed and the money in Escrow will be released to the Manufacturer.
If the Buyer does not receive the Order, the Buyer must inform Manufy within the Dispute Filing Period. This will suspend the Transaction and the total purchase price will be retained until Manufy’s customer support investigates and confirms whether the Product was lost in transit. Once the Order has been confirmed as lost in transit, Manufy will request, and an external payment services provider will issue a refund to the Buyer of the total purchase price of the Order. In case of dispute about the loss of the Order during shipping, the information provided by the shipping provider will be deemed accurate, unless and until evidence to the contrary is provided to Manufy by the Buyer.
Products must comply with the description, photographs and samples provided by the Manufacturer. If the Order received by the Buyer does not comply with the description, photographs and samples provided by the Manufacturer, it will be considered as “Significantly Not as Described”. This includes the following difference(s) between the product received and the product description: incorrect sizes, wrong colours, severe damage to products, incorrect products or missing products. Conversely, an Order will not be considered as Significantly Not As Described if the differences between the products received and the description, photographs and samples of the products only include minor and negligible differences that do not affect the use and look of the products as legitimately expected by the Buyer based on the product’s description, photographs and samples. If the Buyer considers that the Order received is Significantly Not as Described, the Buyer must report the issue to Manufy within the Dispute Filing Period. This will suspend the transaction and the total Order price will not be released to the Manufacturer until the following process is complete:
- The Buyer and Manufacturer can resolve the issue between themselves in their Private Messages. Manufy’s Customer Support is willing but not obligated to mediate between both users to find a suitable solution for the issue.
- If the Buyer and Manufacturer cannot or do not wish to solve the issue between themselves, they can contact Manufy’s Customer Support. If the Product is Significantly Not As Described, based on the criteria described above:
- Manufy will notify the Manufacturer about the Buyer’s claim that the Product is Significantly Not As Described and the Manufacturer will have seven (7) days from this notification to either, at the Manufacturer’s option, 1. provide evidence that the Order is not “Significantly Not As Described”, or 2. provide a return address to the Buyer in a private message.
- If the Manufacturer provides information / evidence on the claim within the indicated timeline, Manufy will make a decision if the Order is Significantly Not as Described by evaluating the information / evidence provided by Buyer and Manufacturer. If Manufy determines that the Order is Significantly Not as Described, the Manufacturer will be given additional time to provide the Buyer with the Manufacturer’s return address.
- If the Manufacturer provides the return address, Manufy will cancel the Transaction and instruct the external payment service provider to issue a refund to the Buyer after the Buyer confirms that the product has been shipped back to the Manufacturer. Please note that Manufy does not provide the Order return service. The Buyer must pay for the return of the Order, unless otherwise agreed with the Manufacturer.
- If the Manufacturer does not reply to Manufy’s request for information or does not provide a return address to Buyer, Manufy will cancel the Transaction and instruct the external payment provider to refund the Buyer the total purchase price of the Order. After the Transaction is canceled, Users can continue communication directly about the return of the Order to the Manufacturer and Manufy will no longer assist / mediate.
No Refund. The Buyer will not be entitled to a refund under the Buyer Protection and the total price of the Order will be released to the Manufacturer if:
- Manufy determines that the Order is not “Significantly Not As Described”
- Buyer does not report the issue to Manufy within the Dispute Filing Period
- the products of the Order have been tampered with, washed, used, tested or modified in any way whatsoever by the Buyer; or
- the Buyer has already confirmed that the Order matches its expectations by clicking on the “Everything is ok” button in the Buyer’s Private Message window with the Manufacturer.
Return of Items. When returning the Products to the Manufacturer in order to obtain a refund under the Buyer Protection, the Buyer must bear the return costs, unless otherwise agreed with the Manufacturer. Manufy will instruct Online Payment Platform BV. to refund the Total Price to the Buyer after having received the Buyer’s confirmation that they have shipped the Order back to the Manufacturer.
Acknowledgment of Manufy’s role in issuing refunds under the Buyer Protection. Users agree to comply with the process for receiving a discount or refund under Buyer Protection and to collaborate with Manufy to enable Manufy to make decisions on any Buyer Protection related issue based on the objective criteria set forth in these Terms and Conditions. If the Users resolve the issue between themselves after it has already been escalated to Manufy’s Customer Support, the Users undertake to inform Manufy’s Customer Support about such an outcome.
Article 8 – Completion of a Transaction
The Total Price of the Order, paid by the Buyer, will be retained by Online Payment Platform in Escrow until the Order is completed. The Order is completed:
- when the Buyer clicks “Everything is ok” during the Dispute Filing Period; or
- automatically after the expiration of the Dispute Filing Period, if the Buyer does not submit an issue through the “I have an issue” flow during the Dispute Filing Period; or
- after the resolution of an issue that was reported during the Dispute Filing Period.
Once the Order is completed, the purchase price of the Order minus the agent fee for Manufacturers will be immediately transferred by Online Payment Platform BV to the Manufacturer.
Currency; Taxes: All prices on the Website are expressed in Euros (EUR), including any applicable VAT
All prices for the Service on the Website include VAT.
Article 9 – Obligations of the Manufacturer
The Manufacturer authorizes Manufy to represent and to promote all products and services that are produced and commercialized by the Manufacturer
In the relation with Manufy and the Buyer, The Manufacturer must act loyally and in good faith.
In particular, The Manufacturer must: Make available to Manufy, sufficiently in advance and in the appropriate quantities, catalogues, collections, price lists and all other documents necessary for the conduct of its activity. Provide Manufy with all the information necessary for the performance of these General Terms and Conditions for Manufacturers. Pay the agreed remunerations of 5% of order values for any business conducted as a result of using the Website.
Manufy’s remuneration shall exclusively be established by the payments of the following commissions:
- On the net amount of the sale collected by The Manufacturer, Manufy is recognized to have a remuneration of all products and services delivered to Buyers of the Manufy platform
- Commission rate is agreed as 5 % of the order value.
- In relation to acts or transactions which have been concluded after the termination of these General Terms and Conditions for Manufacturers, it shall be entitled to the commission when it is due mainly to the activity carried on by Manufy during the term of these General Terms and Conditions for Manufacturers or the order had been made before the termination of these General Terms and Conditions for Manufacturers although the act or transaction had not been concluded.
- Payment of commissions
- Manufy’s commission shall become due and payable when the client has executed, or should have executed its part of the transaction if The Manufacturer had executed its part of the transaction promoted by Manufy.
- The Manufacturer will notify Manufy when Buyers subjected to this General Terms and Conditions for Manufacturers have placed a (re)-order via the Website or outside the Website
- Manufy will send an invoice for the commission. The commission shall be paid within the following week, which the payment became due and payable.
- The currency for the payment of the commissions to Manufy shall be EUR.
When the general terms and conditions for Manufacturers is terminated, if Manufy has contributed new customers to The Manufacturer, notably increasing the transactions with the pre-existing clientele, it shall be entitled to compensation if its prior activity may continue to provide substantial advantages for The Manufacturer.
Article 10 – Third parties’ terms and conditions
Certain features of the Website use tools and services provided by third parties, which may be governed by separate terms and conditions. For example, to use Greenable Sustainable Consultants, you must agree to Greenable’s terms and conditions. When third party tools and services are governed by separate terms and conditions, the Website will provide you with a link to the applicable terms and conditions. The latter will be made available to you in a format which allows them to be reproduced and stored within the relevant third-party services and must be separately accepted if you wish to use these third-party services.
Article 11 – Availability of the Website
Manufy does its utmost to ensure that the Website is available. Manufy does not guarantee that the Website will work faultlessly and will always be available. Manufy is therefore not liable for damage suffered if Manufy does not work or does not work securely.
Article 12 – User account
You must protect your account login details from others and keep your password strictly confidential. Manufy assumes that everything that happens on or with your account is done by you or under your supervision. If you think or know that your account is being abused, you should report it as soon as possible to Manufy. Manufy will do everything it can to help you stop any abuse. You can delete your account at any time without charge.
Article 13 – Prices
If you need to pay for part of the Service, Manufy will state this clearly on the Website. All prices for the Service include VAT.
Article 14 – Exclusion
If Manufy considers that you have violated the law or these Manufacturer Terms and Conditions, Manufy can exclude you wholly or partially from the Website. Manufy can also exclude you wholly or partially from the Website if you fail to pay on time or at all.
Manufy can exclude you from the Website by, for example:
- Deleting your account;
- Blocking you from parts of the Website.
Article 14 – Liability
Manufy is not liable for any direct or indirect damage you may suffer from using our Website. For example, Manufy is not liable for:
- Damage suffered by the Manufacturer due to incorrect information on the Website;
- The conclusion and execution of contracts between the Manufacturer and the Buyer through the Website;
- The proper functioning of links and hyperlinks on the Website;
- Situations in which the Manufacturer’s mobile device is stolen and a third party subsequently uses the Website by means of the Manufacturer’s mobile device;
- Any damage or change to the Manufacturer’s device as a consequence of using the Website; and
- Manufy’s failure to comply with the obligations in these Manufacturer Terms and Conditions if the failure is due to events beyond Manufacturer’s reasonable control.
Manufy has no influence on the information that Buyers post on the Website or the information exchanged between Buyers and Manufacturers. Manufy is not liable for this information. Manufy is also not liable for incomplete or incorrect information as a result of incorrect transmission of this information.
Manufy can delete information from the Website, if that information is illegal, conflicts with these Manufacturer Terms and Conditions or is in any other way inappropriate.
Article 15 – Confidentiality
Manufy is obliged to keep all your confidential information strictly confidential. Manufy understands ‘confidential information’ to be all information that you have indicated as confidential or of which the confidentiality arises from the nature of the information.
Article 16 – Privacy
Article 17 – Disputes
If a dispute arises between you and Manufy, the Dutch law applies. In that case, the District Court of Amsterdam is competent to rule on the dispute.