Last updated: September 2026
1. DEFINITIONS
For the purposes of these General Terms & Conditions:
“TVB Garments” means TVB Garments, established in The Hague, The Netherlands, registered with the Dutch Chamber of Commerce under number 76957225 and VAT number NL003148066B15.
“Customer” means any natural person acting in the course of a profession or business, or any legal entity, that negotiates with or enters into an Agreement with TVB Garments.
“Agreement” means any agreement between TVB Garments and the Customer relating to, among other things, development, sampling, sourcing, production, delivery or related services.
“Products” means all garments, samples, materials, trims, packaging and other goods developed, manufactured or supplied by or on behalf of TVB Garments.
“Production Partner” means any external manufacturer, supplier, specialist or logistics provider engaged by TVB Garments in the performance of an Agreement.
“Written” or “in writing” includes communication by letter or email and, where appropriate to the way the parties communicate, another electronic means of communication from which the content and sender can be sufficiently identified.
2. APPLICABILITY
These General Terms & Conditions apply to all quotations, proposals, development projects, sample orders, production orders, sales and other agreements between TVB Garments and its business customers.
TVB Garments operates exclusively business-to-business (B2B). Unless expressly agreed otherwise in writing, these General Terms & Conditions are not intended for transactions with consumers.
These General Terms & Conditions also apply to all future and follow-up assignments between TVB Garments and the Customer without TVB Garments having to separately declare them applicable to each new assignment.
Any general terms, purchasing conditions or other terms of the Customer are expressly rejected unless accepted by TVB Garments in writing.
If TVB Garments accepts the applicability of terms of the Customer in writing and provisions conflict, specifically agreed written arrangements between the parties shall prevail, followed by these General Terms & Conditions and thereafter the Customer’s terms, unless a different order of precedence is expressly agreed in writing.
Failure by TVB Garments to require immediate compliance with any provision does not constitute a waiver of rights and does not affect its right to require compliance at a later date.
If any provision is void, voidable or otherwise unenforceable, the remaining provisions remain in full force. To the extent possible, the affected provision shall be replaced or interpreted as a valid provision that most closely reflects the purpose and intent of the original provision.
3. QUOTATIONS AND ORDERS
Unless otherwise stated, quotations issued by TVB Garments are valid for 30 days.
Quotations are non-binding until the assignment has been confirmed in writing by TVB Garments, unless expressly stated otherwise.
Prices, production possibilities, minimum order quantities and estimated lead times may depend on materials, quantities, colours, garment construction, production techniques, exchange rates, transport costs and supplier availability.
Obvious errors, mistakes or typographical errors in quotations, price calculations, order confirmations or other communications do not bind TVB Garments.
An order becomes binding after TVB Garments has confirmed it in writing and any required advance payment has been received.
If the Customer requests changes after confirmation, TVB Garments is not obliged to accept those changes. Accepted changes may affect price, minimum quantities, costs already incurred and delivery times.
TVB Garments may reject an enquiry or order until it has been confirmed in writing without being liable for costs or damages incurred by the Customer.
4. PRODUCT DEVELOPMENT
TVB Garments may provide product development services based on information supplied by the Customer, including ideas, sketches, reference garments, images, specifications, samples or technical packs.
Development may include pattern development, sourcing of fabrics and trims, construction development, sample development, fitting and technical adjustments.
Development costs and other applicable charges will be communicated where relevant.
Additional development or correction rounds outside the agreed scope may be charged separately.
5. SAMPLES
Samples are produced to assess design, construction, fit, measurements, materials, colours and finishing before bulk production begins.
Unless otherwise agreed, sample and development costs must be paid before sample development begins.
Samples are development products and may be produced using alternative materials, trims, colours or techniques where final production materials are not yet available.
TVB Garments will communicate relevant differences where reasonably possible.
A sample does not automatically constitute approval for bulk production.
6. SAMPLE APPROVAL
Bulk production will normally only begin after the Customer has approved the relevant sample, specifications or another agreed production reference in writing.
The Customer is responsible for carefully checking all relevant details before approval, including where applicable:
- Measurements and fit
- Construction
- Fabric and materials
- Colours
- Trims
- Labels
- Artwork
- Prints
- Embroidery
- Placement
- Finishing
- Packaging
Once approval has been given and bulk production has started, changes may no longer be possible or may result in additional costs and delays.
TVB Garments is not responsible for characteristics that were clearly present in and consistent with an approved sample or approved specification.
7. FABRICS, TRIMS AND COLOURS
Textile production involves industrial processes and materials in which minor variations may occur between samples, production batches and individual garments.
Reasonable variations may occur in colour shade, texture, fabric weight, finishing, wash effects and the appearance of trims.
Such variations are not automatically considered defects where they are commercially reasonable for the relevant material and production process.
Where exact tolerances or specifications are essential to the Customer, these must be agreed in writing before production.
Materials and trims are subject to supplier availability and supplier minimum order quantities.
If an agreed material is no longer available, TVB Garments will, where reasonably possible, consult with the Customer regarding a suitable alternative.
8. PRODUCTION TOLERANCES
Garment production is an industrial process in which minor differences between individual pieces may occur.
Measurements, placement, stitching, colour, fabric characteristics and finishing may be subject to reasonable industry and production tolerances.
Where a specific tolerance is essential to a project, it must be included in the approved technical specification, quotation, purchase order or other written production agreement.
A deviation within an agreed tolerance shall not be considered a defect.
9. PRODUCTION QUANTITIES
Minimum order quantities depend on the product, material, colour, production method and selected manufacturer and will be confirmed per project.
Actual production quantities may vary slightly from the ordered quantity in certain production processes.
Any permitted overproduction or underproduction will, where applicable, be communicated or agreed for the relevant production order.
Unless otherwise agreed, the Customer will be invoiced for the quantity actually delivered within the agreed production tolerance.
10. PRICES, INVOICING AND PAYMENT
All prices are exclusive of VAT and other applicable taxes unless expressly stated otherwise.
Full advance payment may be required for sample and development orders.
For bulk production orders, an advance payment may be required before materials are ordered or production begins.
The applicable payment schedule and payment term will be stated in the quotation, order confirmation or invoice.
Payment must be made without discount, set-off or suspension, except where mandatory law provides otherwise.
Objections to an invoice must be submitted to TVB Garments in writing and with reasons within 7 calendar days of the invoice date.
Submitting an objection does not suspend the payment obligation.
If no timely objection is made, the invoice shall be deemed accepted by the Customer, except in the case of obvious errors.
TVB Garments is not required to begin development, purchase materials, reserve production capacity, begin production or release finished Products before the applicable payment has been received.
If a payment term is exceeded, the Customer shall, to the extent legally permitted, be in default without further notice.
TVB Garments may suspend work, production and delivery and may charge statutory commercial interest and reasonable extrajudicial collection costs.
All claims of TVB Garments against the Customer become immediately due and payable if the Customer files for or is declared bankrupt, applies for suspension of payments, enters into a statutory or extrajudicial restructuring procedure, ceases or liquidates its business, has a substantial part of its assets attached, or where it is otherwise reasonably likely that the Customer will be unable to meet its payment obligations.
11. PRODUCTION AND DELIVERY TIMES
Any production or delivery date provided by TVB Garments is an estimate unless expressly confirmed in writing as a binding deadline.
Lead times may depend on sample approval, payment, availability of fabrics and trims, supplier lead times, production capacity, transport and other factors.
A delay does not automatically entitle the Customer to cancel the order, refuse delivery or claim damages.
TVB Garments will make reasonable efforts to communicate material delays once they become known.
12. DELIVERY, TRANSPORT AND IMPORT
Delivery terms, transport costs and, where applicable, Incoterms will be stated in the quotation or order confirmation.
Unless expressly included in the quotation, customs duties, import taxes, local charges and other destination costs are payable by the Customer.
Risk in the Products passes in accordance with the agreed delivery terms.
The Customer is responsible for providing correct delivery and import information.
Additional costs caused by incorrect or incomplete information supplied by the Customer may be charged to the Customer.
13. INSPECTION AND CLAIMS
The Customer must carefully inspect the delivered Products immediately upon receipt, or as soon as reasonably possible, for quantities, visible damage, measurements and other visible deviations.
Visible shortages, transport damage or apparent defects must be reported to TVB Garments in writing and with sufficient detail within 7 calendar days after delivery.
Hidden defects must be reported in writing within 7 calendar days after they are discovered or reasonably should have been discovered.
A claim must contain sufficient information to enable TVB Garments to investigate the matter, including where relevant:
- Order or invoice reference
- Affected product and quantity
- Description of the issue
- Photographs or videos
- Measurements
- Other reasonably requested supporting information
The Customer must give TVB Garments a reasonable opportunity to inspect or investigate alleged defects before Products are returned, repaired, modified, resold or destroyed.
If the Customer fails to complain in time and with sufficient detail, the right to rely on the relevant visible or discovered defect shall lapse to the extent permitted by law.
Use, processing, modification or resale of Products after a defect has been discovered, without first giving TVB Garments a reasonable opportunity to investigate, may limit the Customer’s right to a remedy where investigation or correction is thereby made impossible or unreasonable.
A complaint does not suspend the Customer’s payment obligations.
14. DEFECTS AND REMEDIES
If TVB Garments confirms that delivered Products materially fail to comply with the agreed specifications as a result of a manufacturing defect for which TVB Garments is responsible, TVB Garments will determine an appropriate remedy taking into account the nature and extent of the issue.
A remedy may, where reasonable, consist of:
- Repair or correction
- Replacement
- Reproduction of the affected Products
- Credit note
- Partial refund
- Another mutually agreed solution
TVB Garments must be given a reasonable opportunity to remedy a confirmed defect before the Customer arranges repairs, replacements or other corrective measures through third parties at the expense of TVB Garments.
Normal production tolerances, characteristics approved during sampling, normal wear and tear, incorrect storage, improper washing or care, misuse and modifications by the Customer or third parties are not considered manufacturing defects attributable to TVB Garments.
15. CANCELLATION AND CHANGES
Development and sample orders cannot be cancelled free of charge after work has begun or costs have been incurred.
For bulk orders, cancellation after order confirmation may result in charges for work already performed, materials purchased, supplier commitments, reserved production capacity and other costs already incurred.
Once bulk production has started, the order cannot be cancelled unless TVB Garments agrees otherwise in writing.
Changes requested by the Customer after approval may result in additional costs and revised lead times.
16. CUSTOMER MATERIALS, DESIGNS AND INTELLECTUAL PROPERTY
The Customer is responsible for ensuring that designs, logos, trademarks, artwork, prints, patterns, specifications and other materials supplied by the Customer may lawfully be used for the project.
The Customer confirms that, to the best of its knowledge, use of such materials by TVB Garments for the agreed project does not infringe third-party intellectual property rights.
The Customer remains the owner of intellectual property supplied by the Customer.
Unless expressly agreed otherwise, intellectual property, know-how, working methods, templates, production solutions and materials independently developed or already owned by TVB Garments or its Production Partners remain the property of the relevant rights holder.
17. CONFIDENTIALITY
TVB Garments will treat non-public commercial and technical project information with appropriate confidentiality.
Where necessary for the assessment, development, sourcing or production of a project, TVB Garments may share relevant project information with selected manufacturers, material suppliers, technical specialists, logistics providers and other parties involved in the project.
Where reasonably possible, such disclosure will be limited to information relevant to performing the project.
18. PRODUCTION PARTNERS
TVB Garments may engage selected external manufacturers, suppliers, specialists and logistics providers for parts of the development and production process.
The Customer’s Agreement is with TVB Garments unless expressly agreed otherwise.
TVB Garments remains the Customer’s commercial point of contact for the agreed project.
TVB Garments may select or change Production Partners where reasonably necessary to perform the project, provided that this does not materially alter the agreed Product without consultation with the Customer.
19. RETENTION OF TITLE
All Products supplied by TVB Garments remain the property of TVB Garments until the Customer has fully paid all current and future claims of TVB Garments arising from the relevant Agreement or Agreements, including the purchase price, interest, costs and any damages, to the extent such extended retention of title is legally valid.
Until ownership has passed, the Customer must take proper care of the Products and, where reasonably possible, keep them identifiable as the property of TVB Garments.
The Customer may not pledge, encumber or otherwise provide the Products as security to third parties.
If the Customer fails to meet its payment obligations or TVB Garments has reasonable grounds to fear that this will occur, TVB Garments is entitled to repossess Products supplied under retention of title.
To the extent legally permitted, the Customer shall provide the cooperation and access reasonably necessary for TVB Garments to repossess those Products.
If third parties attach Products subject to retention of title or seek to establish or assert rights over them, the Customer must immediately notify TVB Garments in writing.
20. FORCE MAJEURE
TVB Garments is not liable for delay or non-performance caused by circumstances reasonably beyond its control.
Such circumstances may include:
- Natural disasters
- Fire
- War or civil unrest
- Government measures
- Strikes
- Epidemics or pandemics
- Energy or telecommunications failures
- Transport disruptions
- Port or customs delays
- Unexpected supplier failures
- Material shortages
- Factory closures
- Events materially affecting international supply chains
In the event of force majeure, TVB Garments may suspend performance for the duration of the force majeure event.
If performance becomes permanently impossible or unreasonably burdensome due to prolonged force majeure, the parties will discuss an appropriate solution.
21. LIABILITY
TVB Garments is only liable for direct loss that is the direct result of an attributable failure by TVB Garments to perform the Agreement.
To the extent permitted by law, TVB Garments is not liable for indirect or consequential loss, including loss of profit, loss of revenue, lost savings, lost business opportunities, production downtime, reputational damage, loss of customers, contractual penalties imposed by third parties or losses arising from resale or delivery obligations entered into by the Customer with third parties.
TVB Garments is not liable for loss caused by relying on incorrect, incomplete or late information, specifications, measurements, artwork, materials or instructions supplied by or on behalf of the Customer.
TVB Garments is not liable for failures or delays of Production Partners to the extent such failures or delays could not reasonably have been prevented or influenced by TVB Garments and TVB Garments exercised reasonable care in selecting and managing the relevant party, without prejudice to obligations expressly assumed by TVB Garments towards the Customer.
To the extent permitted by law, the total liability of TVB Garments per event or series of related events is limited to the net invoice amount of the part of the Agreement to which the liability relates.
If and to the extent that insurance held by TVB Garments provides cover and actually pays out, liability shall in any event be limited to the amount paid under that insurance plus the applicable deductible.
The limitations of liability do not apply to the extent the loss results from intent or deliberate recklessness by the management of TVB Garments or where limitation is prohibited by mandatory law.
22. INDEMNIFICATION
The Customer indemnifies TVB Garments against third-party claims arising from or relating to designs, logos, trademarks, artwork, specifications, materials or instructions supplied by the Customer, including claims relating to infringement of intellectual property rights, unless the claim results from an attributable failure by TVB Garments.
The Customer also indemnifies TVB Garments against reasonable costs and losses resulting from third-party claims caused by an act or omission of the Customer in breach of the Agreement, these General Terms & Conditions or applicable laws and regulations.
23. LIMITATION PERIOD
To the extent permitted by law, any legal claim by the Customer against TVB Garments shall become time-barred one year after the Customer became aware, or reasonably should have become aware, of the facts on which the claim is based.
This provision does not affect shorter complaint or expiry periods contained elsewhere in these General Terms & Conditions and does not apply where mandatory law requires a longer period.
24. SUSPENSION AND TERMINATION
TVB Garments may wholly or partly suspend its obligations if the Customer fails to meet a payment, information, approval or other cooperation obligation on time, if the Customer fails to provide sufficient security where TVB Garments reasonably requires it in view of the Customer’s creditworthiness, or if there are reasonable grounds to fear that the Customer will not fulfil its obligations.
To the extent permitted by law, TVB Garments may terminate or dissolve the Agreement wholly or partly with immediate effect in writing if the Customer continues to materially breach the Agreement after being given a reasonable opportunity to remedy the breach, files for or obtains bankruptcy or suspension of payments, ceases or liquidates its business, becomes subject to administration or a comparable insolvency procedure, or if a substantial part of its assets is attached.
Where remedy is reasonably impossible or performance has become permanently impossible, termination may take place without a prior remedy period to the extent permitted by law.
Suspension or termination does not affect TVB Garments’ right to payment for work already performed, materials ordered, commitments entered into, Products already delivered and other amounts due.
25. GOVERNING LAW AND DISPUTES
All legal relationships, quotations, assignments and Agreements between TVB Garments and the Customer are governed exclusively by Dutch law, including where the Customer is established outside The Netherlands.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded unless the parties expressly agree otherwise in writing.
The parties will first make reasonable efforts to resolve any dispute through consultation.
To the extent mandatory jurisdiction rules do not provide otherwise, disputes shall be submitted exclusively to the competent court in the district in which TVB Garments is established.
TVB Garments retains the right to submit a dispute to another court that has jurisdiction under applicable law.
26. CHANGES TO THESE TERMS
TVB Garments may amend these General Terms & Conditions from time to time.
The version provided or made available to the Customer before the relevant Agreement was entered into applies to that Agreement unless otherwise agreed in writing.
27. COMPANY DETAILS
TVB Garments The Hague, The Netherlands
Chamber of Commerce (KvK): 76957225 VAT: NL003148066B15
General enquiries: info@tvbgarments.com
Production enquiries: projects@tvbgarments.com