PRODUCTION & SUPPLY TERMS AND CONDITIONS

STUDIO CUOIO BV
Azalealaan 31
2980 Halle-Zoersel
Belgium
VAT BE0685 615 301


Hereinafter referred to as "Studio Cuoio".


1. SCOPE

These Terms & Conditions apply to all sourcing, manufacturing, production management, supply, logistics and delivery services provided by Studio Cuoio BV.

These Terms apply to all quotations, orders, order confirmations, deliveries and commercial relationships unless otherwise agreed in writing.


2. QUOTATIONS AND ORDERS

All quotations are non-binding unless expressly stated otherwise.

A production order shall only become binding upon written acceptance by Studio Cuoio.

Any modification requested after order confirmation may result in:

  • revised pricing;
  • revised delivery schedules;
  • additional production costs.


3. PRICING

All prices are exclusive of:

  • VAT;
  • import duties;
  • customs charges;
  • local taxes;
  • transport costs;
  • insurance costs.

Unless otherwise agreed, shipping costs shall be invoiced separately.

Studio Cuoio reserves the right to adjust prices in case of significant increases in:

  • raw material costs;
  • labour costs;
  • energy costs;
  • transport costs;
  • currency fluctuations.


4. PAYMENT TERMS

Unless otherwise agreed in writing:

  • 50% advance payment upon order confirmation;
  • 50% balance prior to shipment.

Studio Cuoio reserves the right to suspend production or deliveries in case of overdue payments.

Late payments shall automatically incur:

  • interest at 8% per annum;
  • liquidated damages equal to 10% of the outstanding amount, with a minimum of EUR 150.


5. MATERIALS

Natural materials may present inherent variations in:

  • colour;
  • texture;
  • grain;
  • finish;
  • appearance.

Such variations are considered normal characteristics of the materials and shall not constitute defects.

Studio Cuoio cannot guarantee exact colour matching between:

  • samples;
  • prototypes;
  • production batches;
  • future reorders.


6. CLIENT-SUPPLIED MATERIALS

Where materials are supplied by the Client:

  • the Client remains fully responsible for quality and suitability;
  • Studio Cuoio shall not be liable for defects resulting from such materials;
  • additional costs resulting from defective materials shall be borne by the Client.


7. PRODUCTION TOLERANCES

The Client acknowledges that minor variations may occur in:

  • dimensions;
  • colour;
  • finishing;
  • stitching;
  • placement of components;
  • material characteristics.

Such variations are customary within the luxury leather goods and accessories industry and shall not constitute defects or grounds for rejection.


8. APPROVAL OF PROTOTYPES AND PRE-PRODUCTION SAMPLES

Written approval of a prototype or pre-production sample by the Client shall constitute approval of:

  • construction;
  • dimensions;
  • functionality;
  • finishing;
  • material selection.

Any modifications requested after approval may result in additional costs and revised lead times.


9. DELIVERY TIMES

Delivery schedules are estimates only.

Studio Cuoio shall make reasonable efforts to meet agreed timelines but shall not be liable for delays caused by:

  • suppliers;
  • transport providers;
  • customs authorities;
  • material shortages;
  • force majeure events.

Delivery delays shall not entitle the Client to:

  • cancel orders;
  • refuse payment;
  • claim compensation.


10. PARTIAL DELIVERIES

Studio Cuoio reserves the right to make partial deliveries.

Each partial delivery may be invoiced separately.


11. TRANSFER OF RISK

Risk shall transfer to the Client in accordance with the applicable Incoterm® 2020 specified in the order confirmation.

Ownership shall transfer only upon full payment of all outstanding invoices.


12. RETENTION OF TITLE

All goods remain the exclusive property of Studio Cuoio until full payment of:

  • invoices;
  • interest;
  • administrative charges;
  • any other amounts due.

Until ownership has transferred, the Client shall not pledge, transfer or otherwise encumber the goods.


13. INSPECTION AND COMPLAINTS

The Client shall inspect all goods immediately upon delivery.

Visible defects must be notified in writing within five (5) business days following delivery.

Hidden defects must be notified within ten (10) calendar days following discovery.

All complaints must include:

  • a detailed description;
  • photographs;
  • batch references where applicable.

Complaints do not suspend payment obligations.


14. RETURNS

No return shall be accepted without prior written approval from Studio Cuoio.

Unauthorised returns may be refused at the Client's expense.


15. LIMITATION OF LIABILITY

Studio Cuoio's liability shall be limited to the invoiced value of the goods concerned.

Under no circumstances shall Studio Cuoio be liable for:

  • indirect damages;
  • consequential damages;
  • loss of profit;
  • loss of business;
  • reputational damage;
  • loss of customers;
  • loss of market opportunities.


16. PRODUCT RECALLS

Studio Cuoio shall not be responsible for recall costs unless directly caused by a proven manufacturing defect attributable solely to Studio Cuoio.

The Client shall immediately notify Studio Cuoio of any issue potentially giving rise to a recall.


17. FORCE MAJEURE

Studio Cuoio shall not be liable for delays or failures resulting from events beyond its reasonable control, including:

  • shortages of raw materials;
  • supplier failures;
  • transport disruptions;
  • strikes;
  • pandemics;
  • governmental restrictions;
  • cyber-attacks;
  • power outages;
  • customs delays.

Delivery schedules shall be extended accordingly.


18. TERMINATION

Studio Cuoio may immediately suspend or terminate any production order in the event of:

  • non-payment;
  • breach of contract;
  • insolvency of the Client;
  • abusive conduct.

All work completed up to the date of termination shall remain fully payable.


19. COMPLIANCE

The Client shall comply with all applicable laws and regulations relating to:

  • product safety;
  • import and export regulations;
  • consumer protection;
  • sanctions legislation;
  • environmental compliance.


20. GOVERNING LAW AND JURISDICTION

These Terms shall be governed exclusively by Belgian law.

Any dispute arising from or relating to these Terms shall fall under the exclusive jurisdiction of the Courts of Antwerp, Division Turnhout.


21. LANGUAGE

These Terms may be translated into other languages.

In the event of any discrepancy between language versions, the English version shall prevail.