Terms & conditions

Stanley/Stella B2B General Terms of Sale (for trade customers)


The limited company Stanley and Stella SA, which has its registered offices at Boulevard Louis Schmidt 3/2, 1040 Etterbeek (Belgium), distributes Stanley/Stella brand name blank textile products through various distribution channels. Stanley/Stella has decided to make it possible to buy its products notably by setting up an online sales site for its catalogue products on the Internet, via the Stanley/Stella B2B Webshop at https://webshop.stanleystella.com, but also by accepting orders via EDI communication (all of these options are hereinafter referred to as the “Stanley/Stella Webshop”).

The Stanley/Stella B2B Webshop is intended exclusively for trade customers (businesses or individuals with a VAT registration number) and not for private individuals.
Legal entities registered in Belgium that want to place an order via the Stanley/Stella B2B Webshop must have an RPM/RPR number (Register of Legal Entities, equivalent to the VAT registration no.) in order to access the Stanley/Stella B2B Webshop. Legal entities registered in foreign countries other than Belgium must indicate their foreign registration number/VAT registration no. applicable in their country of origin. If they do not have a foreign registration number/VAT registration no. applicable in their country of origin, Belgian VAT (of 21%) shall be applied. Stanley/Stella also reserves the right not to sell its products to any trade customer, in order to build a select network of partners. Stanley/Stella maintains a say over the opening of any new account as well as over the closure of existing accounts by means of a statutory notice period that varies depending on the country.

1 GENERAL POINTS
These general terms of sale (hereinafter referred to as the “General Terms of Online Sale”) govern all B2B sales of Stanley/Stella brand products by Stanley and Stella SA (hereinafter referred to as the “Products”). Placing an order online, on the Stanley/Stella B2B Webshop, or by any other means (EDI, offline order, etc.) implies the customer’s complete and unreserved compliance with these General Terms of Sale.

1.1 Stanley/Stella reserves the right to amend the General Terms of Sale. These amendments shall apply to any future order. The latest version of the General Terms of Sale is always available online on the Stanley & Stella website.

1.2 In order to be binding on Stanley/Stella, all terms other than these general terms, as well as any derogations from these general terms, even if they are issued by representatives of Stanley/Stella, must be expressly confirmed by Stanley/Stella.
1.3 If one of the provisions of these general terms and/or another contract between the parties should become totally or partially invalid, the remaining provisions remain entirely valid. In such cases, the parties undertake to establish, in the place of the provision that has become invalid, a new regulation that is as close as possible to the objective of the provision that has become invalid.

2 ACCESS TO THE STANLEY/STELLA B2B WEBSHOP AND CUSTOMER DATA

2.1 In order to access the Stanley/Stella B2B Webshop, the customer must request access from Stanley/Stella via an e-mail sent to the address customercare@stanleystella.com or by telephone on the local number: +32 663 33 00 (see list of other European telephone numbers in the “Contact” section of the B2B Webshop). The customer can also fill in a contact form on the B2B Webshop under the “contact” tab. On this occasion, the customer undertakes to provide accurate information and to keep it updated.

2.2 Registration on the B2B Webshop is only valid if the customer receives a confirmation e-mail from Stanley/Stella informing him/her/it that his/her/its application for access has been accepted. The customer shall receive a link beforehand enabling him/her/it to register online. On this form, he/she/it can choose his/her/its own login codes to the B2B Webshop. Stanley/Stella reserves the right to refuse registration giving access to the B2B Webshop to a customer and is not required to tell him/her/it the reasons for its refusal.

2.3 The customer must take all reasonable steps to avoid the unlawful use of his/her/its login codes. The customer undertakes to ensure that anyone he/she/it authorises to use his/her/its login codes complies with the General Terms of Online Sale. The customer is liable for any damage resulting from the use of his/her/its login codes or from the use thereof by an unauthorised person. Stanley/Stella does not accept any liability in the event of the misuse of login codes.

2.4 If the customer wants to have multiple login codes for other internal employees, he/she/it must explicitly request this from his/her/its contact person at Stanley/Stella.

3 ORDERING ONLINE

3.1 The products offered for sale by Stanley/Stella are those shown on the B2B Webshop, subject to stock availability. Stanley/Stella does its best to indicate real-time product availability on its site, but cannot be held liable if a product ordered by the customer is no longer available.

3.2 The customer can also order products that are out of stock, but which are scheduled to be back in stock on the date indicated on the site. This date is a guide and is therefore not contractual, and Stanley/Stella cannot be held liable for delays in delivery.

3.3 Once the customer has validated his/her/its order on the B2B Webshop, an acknowledgement of receipt is automatically sent to him/her/it. If the customer does not receive an acknowledgement of receipt, this means that Stanley/Stella has not received the order. In this specific case, it is strongly recommended to contact the local Customer Service Department on +32 2 633 33 00 (see list of other European telephone numbers in the “Contact” section of the B2B Webshop) or by e-mail at customercare@stanleystella.com. Once the order is confirmed, the customer shall receive an order confirmation. The sale is only final once the customer receives the order confirmation from Stanley/Stella by e-mail.

3.4 The order confirmation specifies, in particular:
a. The price that applies to the quantities ordered;
b. The description of the products ordered;
c. The delivery date, purely as a guide;
d. The delivery fees (if applicable);
e. The delivery date of the outstanding products, purely as a guide;
f. The payment terms.

3.5 Once Stanley/Stella has e-mailed the order confirmation to the customer, no further amendment to the products ordered can be requested. If, unusually, Stanley/Stella should agree to such an amendment after sending the order confirmation, a new order - cancelling the previous one - shall need to be placed by the customer. Stanley/Stella shall be entitled to claim reimbursement from the customer for the expenses incurred as a result of the cancellation of the original order, amounting to 20% of the order total. Stanley/Stella reserves the right to refuse or cancel any order or delivery in the event of:
a. Total or partial non-payment by the customer of a previous order (even if the new order is paid for by credit card or bank transfer);
b. Dispute between the customer and Stanley/Stella;
c. Refusal of the credit card payment by the banking institutions.
In this event, Stanley/Stella cannot under any circumstance be held liable.

3.6 Stanley/Stella reserves the right to refuse an order if the information provided by the customer turns out to be inaccurate, incomplete or out of date. Stanley/Stella is not required to inform the customer of the reasons for this refusal. Moreover, Stanley/Stella cannot be held liable for the consequences of the customer providing incorrect information. Stanley/Stella must be notified immediately by e-mail of any change relating to the VAT registration number at the address customercare@stanleystella.com. The customer shall be able to place an order once he/she/it has been notified that the data have been updated.

3.7 The products offered for sale by Stanley/Stella are exclusively blank products, and each customer that buys Stanley/Stella products is required to alter them using his/her/its choice of alteration technique (digital printing, screen printing, embroidery, transfer, etc.) before he/she/it can resell them. This therefore explicitly means - with absolutely no exception - that customers are not permitted to sell blank Stanley/Stella products (not decorated or not personalised). Stanley/Stella reserves the right to immediately stop working with a customer that does not comply with the principle mentioned after having been warned.

3.8 Trade customers that buy Stanley/Stella products in order to sell their own brand are required to remove the label featuring the Stanley/Stella brand name inside the product. Trade customers such as textile printers, agencies or other retailers of promotional products that use Stanley/Stella products in connection with a promotional campaign are not bound by this requirement.

3.9 Stanley/Stella is entitled to cancel the order by notifying the customer by e-mail, if the customer fails to pay the amount that he/she/it owes. For prepayment customers using bank transfer as their payment method, Stanley/Stella is entitled to cancel the order if the payment has not been made within five calendar days of the order date.
3.10 If the customer asks to cancel the order when it has already been picked by the warehouse, Stanley/Stella is entitled to claim payment of 20% of the order total, which corresponds to restocking fees.


4 DESCRIPTION OF THE GOODS TO BE DELIVERED

4.1 The characteristics of the products delivered are as referred to in the order confirmation.

4.2 After having informed the customer, Stanley/Stella shall be entitled to alter slightly the characteristics of the products to be delivered if, for reasons outside of its control, such as discontinuation of supply by the manufacturer in particular, it should become impossible to supply exactly what was ordered.

4.3 The quality standards applied to the products available on the Stanley/Stella B2B Webshop comply with the international quality standards for garment production accepted by Stanley/Stella.


5 PRICES

5.1 The applicable sales prices are as shown on the B2B Webshop as well as in the official price list sent by e-mail when the account was created or when the price was subsequently changed. Unless stated otherwise, product prices are indicated in EUR or GBP (for customers resident in the United Kingdom only), excluding VAT and excluding delivery fees, which shall be indicated and invoiced to the customer at the time of payment. In the event of a price change, the customer should take into account the most recent list sent by e-mail by Stanley/Stella and shown on the B2B Webshop.

5.2 As specified in the legal provisions, Stanley/Stella undertakes to notify the customer by e-mail of any price change 15 days before it comes into effect. This notification shall also include the new price list. If, due to an error, the customer has not received this notification or has not forwarded it internally and notices a price change on the B2B Webshop, the customer shall immediately inform Stanley/Stella before placing a new order.

5.3 If, due to an error, no price should be displayed on the B2B Webshop or on the order confirmation, the customer shall inform Stanley/Stella immediately so that it can rectify this error. Under no circumstances shall the customer be entitled to receive free of charge the goods for which no price was indicated on the B2B Webshop or on the order confirmation.

5.4 The prices indicated on the site are guaranteed subject to stock availability, subject to significant changes in charges and subject to typos or omissions.

6 DELIVERY


6.1 The products are delivered to the delivery address indicated by the customer at the time of ordering.

6.2 The delivery dates are given purely as a guide. A delay in delivery (even for an express delivery) can never give rise to any fines or compensation whatsoever on the part of Stanley/Stella or justify the cancellation of the order.

6.3 Stanley/Stella has the right to refuse one or more deliveries, even of new orders, if the customer does not comply with any of his/her/its obligations with respect to Stanley/Stella (for example, obligation to pay, obligation to personalise each product purchased, etc.), regardless of the reasons.

6.4 The delivery charges payable by the customer are specified in the order confirmation. If a customer requests a delivery method not shown among the ordinary delivery methods available on the Stanley/Stella B2B Webshop (for example, express delivery), he/she/it shall be invoiced separately for the additional charges. If a customer has already paid for an ordinary delivery method, he/she/it shall be invoiced for the difference between the extraordinary and ordinary delivery charges. In some specific delivery zones, the delivery charges shall always be calculated based on the order and shall be e-mailed to the customer for approval prior to dispatch. This includes deliveries outside Europe and to certain islands within Europe.

6.5 Unless the parties expressly agree otherwise, the products shall be delivered in accordance with the ICC Incoterms rules 2010.

6.6 If the customer orders products to be delivered to a country other than Belgium, the customer is considered to be the approved importer and, in this respect, must comply with the laws and regulations in force in the country in which the goods are received. The customer may be subject to import duties or taxes when the goods arrive in the country. All of these additional customs clearance fees, if applicable, are payable by the customer.

6.7 Stanley/Stella shall not be held liable if the customer encounters any customs issue whatsoever when exporting Stanley/Stella products to a country located outside the European Union for which Stanley/Stella is not able to provide the documents required in order to do so (Switzerland, United States, Canada, Africa, etc.).

7 RETENTION OF OWNERSHIP

7.1 Stanley/Stella retains ownership of the goods until the invoice has effectively been paid in full (not just payment for the goods, but also for other fees invoiced such as delivery, default interest and indemnities due on account of the non-performance or late performance of the contract).

7.2 In the event of non-payment by the customer of the invoices within the contractual timeframe, without prejudice to its other rights pursuant to the contract or the law, Stanley/Stella may demand that the goods be returned at the customer’s expense and risk.

7.3 The customer is liable for an indemnity for lost value set at 12% of the price of the goods for each month they are held between being delivered and being returned. This indemnity shall be offset against any down payments made.

7.4 Without prejudice to that which is stipulated above, the customer shall assign to Stanley/Stella any right to receive payment of the purchase price as a result of the resale, on credit, of products for which the purchase price has not yet been paid at the time of said resale. To enable the implementation of this assignment through notification to the assigned debtor, the customer authorises Stanley/Stella to peruse its accounting books, invoice registers, order books and other relevant administrative, financial and accounting documents.

8 TRANSFER OF RISKS

8.1 The risks are transferred to the customer on the day on which the goods are placed at his/her/its disposal, whether or not he/she/it takes delivery, in accordance with the ICC Incoterms rules 2010.

9 COMPLAINTS/RETURNS

9.1 The customer is required to check the compliance of the goods delivered as soon as they are received. If the customer observes that the packaging containing the products is damaged, he/she/it can refuse to accept it and ask for the parcel to be returned to Stanley/Stella. The customer shall be required to notify the customer service department of the damage as soon as possible.

9.2 Any complaint about the invoice must be made by e-mail within eight calendar days of the invoicing date. Otherwise, the invoice shall be considered to have been accepted. A complaint cannot under any circumstance be relied upon to delay the payment of the invoice.

9.3 In the event of a non-compliance or hidden defect, the customer must send Stanley/Stella a complaint, stipulating the nature of and reasons for this complaint. Slight differences in size, shade, colour and execution do not constitute a non-compliance. Any quality complaint shall be analysed by the quality department of Stanley/Stella, which shall determine whether there is a defect. Any defect observed by the customer (mark, difference in size, colours, etc.) must be notified before the product is altered. Stanley/Stella shall not accept the complaint following alteration (printing, embroidery, etc.). Complaints must reach Stanley/Stella by e-mail within a period of 28 calendar days from the customer or a third party taking possession of the products. Once this period has elapsed, the customer is considered to have accepted the products, and any complaint other than those relating to hidden defects shall be rejected.

9.4 Any request to return goods must reach Stanley/Stella by e-mail within a period of 28 calendar days from the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to have accepted the products. The customer shall send a written return request outlining the nature and reasons for this request and wait to receive written agreement from Stanley/Stella regarding this, if applicable. Written agreement from Stanley/Stella shall be given without prejudice and without any prejudicial recognition.

9.5 In the event of agreement, Stanley/Stella shall open a return file. The customer shall receive a return number as well as a label on which the return address is written. The customer shall enclose the return authorisation and affix the label provided by Stanley/Stella onto the box to be sent back. Responsibility for sending the parcel(s) with the carrier of his/her/its choosing is incumbent on the customer. Any return sent to an address other than the one indicated by Stanley/Stella shall be refused. Returns must be made within 15 calendar days of the return file being opened by Stanley/Stella. Parcels containing no element identifying the sender (return no., order no., customer’s name, address, etc.) shall be refused. Stanley/Stella shall never accept the costs of a return organised by the customer without its prior written agreement.

9.6 The products must be returned to Stanley/Stella in their original packaging and in the condition in which the customer received them, along with all of the elements delivered (accessories, packaging, etc.). Products cannot be accepted if they are returned in any packaging other than the original packaging or in damaged original packaging. Products altered by the customer (embroidered, screen printed, etc.) or by a third party can never be returned. Returned products that have been refused by Stanley/Stella shall be held at the disposal of the customer, who/which is required to collect them from the address notified to him/her/it and to pay for them if he/she/it has not yet done so. In the event of a non-compliance or defect duly observed by Stanley/Stella, the customer can obtain a replacement or a credit note which the customer can deduct from his/her/its next purchase or reimbursement for the products, as the customer so chooses, excluding any compensation or damages.

9.7 In the event of the authorised return of compliant products, i.e. products that are compliant and without a visible or hidden defect, the customer can obtain reimbursement for them. In this event, Stanley/Stella reserves the right to retain twenty percent (20%) of the invoiced value excluding VAT of the compliant products returned, subject to a minimum of EUR 15 per return file.

9.8 In the event of abnormal or unjustified returns, Stanley/Stella reserves the right to refuse this return as well as any subsequent order.

10 LIABILITY

10.1 Stanley/Stella does its best to deliver consistent quality products. Differences in size, shade, colour and execution shall be expressly tolerated, given the nature and composition of the products. If Stanley/Stella acknowledges that one of its products is defective, it shall be replaced with a similar product of the same value. If replacement proves impossible, Stanley/Stella shall credit the defective product as soon as possible. Under no circumstance shall the liability of Stanley/Stella go beyond replacement/reimbursement. Stanley/Stella shall not be held liable for compensation for any loss or direct or indirect damage whatsoever.

10.2 The photos and text illustrating and describing the products featured on this B2B Webshop are provided for information purposes and are not contractual. They are used exclusively to promote the Stanley/Stella brand, and no other use is permitted. Stanley/Stella does not assume any liability for errors or omissions in the photos or text featured on this site.

10.3 The customer releases Stanley/Stella from any liability and waives any right to compensation or damages against Stanley/Stella which might result from the services of Stanley/Stella - or in relation thereto - or from the temporary non-availability of its Stanley/Stella B2B Webshop, except in the event of loss or damage caused intentionally by Stanley/Stella or as a consequence of gross negligence on the latter’s part.

10.4 Most Stanley/Stella products are certified (GOTS, OCS 100, OCS Blended, Oeko Tex). However, these products shall no longer be considered as certified following alteration, unless our customers are themselves certified by these bodies. Consequently, only certified partners can use the logos of the certifications on their site, and they shall also be required to remove the labels featuring these logos inside Stanley/Stella products. Stanley/Stella does not accept any liability in the event of an issue between the relevant body and the customer.

11 PAYMENT TERMS

11.1 Purchases on the Stanley/Stella B2B Webshop can exclusively be paid for using a credit card, by bank transfer, direct debit or any other payment method available on the Stanley/Stella B2B Webshop.

11.2 Unless otherwise stated on the invoice, invoices are payable on cash terms, without discount, as soon as the order is accepted.

Payment by credit card

11.3 In the event of payment by credit card, the entire balance (including delivery costs) must be paid at the time of ordering.

11.4 Credit card payments are made via the Internet Payment Service Provider Ingenico secure system. Payment by credit card is subject to the approval of the financial institution that issued the card. Stanley/Stella does not accept any liability in the event that the financial institution should refuse the payment for any reason whatsoever or regarding any additional charges due to bank charges.

Payment via Stanley/Stella - On account

11.5 Payment via the “on account” option may be used, on the one hand, by prepayment customers who/which want to make a payment by bank transfer or, on the other hand, by customers with a credit limit who/which are authorised to make a deferred payment (payment on the invoice due date). Any credit limit request must be made exclusively by e-mail sent to Stanley/Stella. The latter is at liberty to refuse to grant a credit limit and is not required to inform the customer of the reasons for its refusal.

11.6 If payment is made via the “on account” payment method, the payment must be made according to the payment terms agreed with the customer and featured on the invoice or proforma sent to him/her/it. If the payment terms stipulate “prepaid”, the payment must be made via bank transfer to the account held by Stanley/Stella. Delivery shall take place after the payment has been received. If the payment terms grant a credit limit, the payment must be made before the invoice due date.

11.7 If a credit limit is granted, the total amount of outstanding invoices cannot exceed the credit limit determined between the parties. Once this limit has been reached, the customer shall see this, on the one hand, on the B2B Webshop, and, on the other hand, he/she/it shall receive an e-mail from Stanley/Stella asking him/her/it to settle by bank transfer the amount in excess of the credit limit granted to him/her/it. Under no circumstance can the order be delivered if the customer does not pay the amount due.

12 LATE PAYMENT


12.1 In the event of late payment in relation to the payment terms on the invoice, in accordance with the Law of 8 August 2002, the customer is liable automatically, and without prior notice, for late interest at the rate laid down by Article 5 of this law, from the invoice due date. This amount shall subsequently be increased by a fixed indemnity of 10%, subject to a minimum of EUR 60 for administrative fees.

12.2 Non-payment of even one invoice due shall automatically render all invoices, due or otherwise, payable immediately. Stanley/Stella shall have the right to demand payment guarantees at any time. If it has not received the guarantees requested, Stanley/Stella shall be entitled to delay the delivery of the orders underway or cancel them. All of the direct or indirect costs related to non-compliance with the payment period, for example additional delivery costs, shall be payable by the customer.

13 FORCE MAJEURE - DISCLAIMER

13.1 Force majeure is any event outside the reasonable control of Stanley/Stella that affects the performance of its commitments, including, without being limited to, natural disasters, riots, war and military operations, national or local emergency situations, acts or negligence by the public authorities, economic disputes of any kind whatsoever, actions by workers, fires, floods, lightning, explosions, collapses as well as any act or negligence by an individual or entity outside the reasonable control of Stanley/Stella, notably its third-party suppliers.

13.2 In the event of force majeure, the delivery period for the products shall be extended by a period corresponding to the period during which Stanley/Stella is prevented from satisfying its obligations due to the force majeure.

13.3 If the delivery period for the products is delayed by more than six weeks due to a force majeure event, both Stanley/Stella and the customer have the option to cancel all or part of the order without the customer being entitled to claim any compensation whatsoever. Stanley/Stella nevertheless has the right to be compensated for the costs incurred.

13.4 In the event of the occurrence of unforeseen circumstances during the execution of the order, Stanley/Stella may request that the deadline be extended and/or that the order be revised, including the prices set, if said circumstances make all or part of the order more difficult and/or more costly to execute. If applicable, the parties shall come together in good faith to discuss the adjustments to be made to the order in order for it to remain advantageous for both parties.

14 ORDERING ERROR

14.1 If a customer has made an error with his/her/its order, he/she/it can request in writing to return the goods. The returns procedure is described in point 9 Complaints/returns. In fact, these same return conditions mentioned in point 9 shall apply if the customer has made an error. Any request to return goods must reach Stanley/Stella within a maximum period of 28 calendar days from either the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to have accepted the products, and Stanley/Stella can no longer be held liable for the error.

14.2 An ordering error cannot under any circumstance be relied upon to delay the payment of the invoice. A product return shall only be accepted and approved following prior written request and written agreement from Stanley/Stella mentioning the address to which the products should be returned. The costs of return shall be payable by the customer.

14.3 The products must be returned to Stanley/Stella in the condition in which the customer received them, along with all of the elements delivered (accessories, packaging, etc.). Returned products unable to be accepted for return are held at the disposal of the customer, who/which is required to collect them from the address notified to him/her/it and to pay for them. In the event of abnormal or unjustified returns, Stanley/Stella reserves the right to refuse this return as well as any subsequent order.

14.4 Products altered by the customer or a third party can never be returned. Neither can parcels be taken back where there is no element identifying the sender (return no., order no., customer’s name, address).

14.5 Returns must be sent to the address indicated by Stanley/Stella in its prior written agreement and must include a copy of the delivery note and the invoice. Products shall be taken back by Stanley/Stella at 80% of the amount invoiced by Stanley/Stella, provided the customer has complied with Articles 14.1 to 14.4 of these General Terms of Online Sale.

14.6 Complaints as a result of a picking error must reach Stanley/Stella within a maximum period of two calendar days from either the customer or a third party taking possession of the goods. Once this period has elapsed, the customer is considered to have accepted the products, and Stanley/Stella can no longer be held liable for the error. In the event of an order picking error, Stanley/Stella shall arrange for the goods to be returned at its expense.

15 ORDER CANCELLATION

15.1 By sending written notification to the customer, Stanley/Stella is entitled to cancel the order if the customer fails to pay the amount he/she/it owes within the timeframe given. For prepayment customers using bank transfer as their payment method, Stanley/Stella is entitled to cancel the order if the payment has not been made within five calendar days of the order date.

16 INTELLECTUAL PROPERTY

16.1 The right to the STANLEY/STELLA name, logo, trademark and designs in particular is protected on the markets where we have a presence.

16.2 Any element protected, developed, created or acquired by Stanley/Stella is and shall remain the exclusive property of Stanley/Stella and/or the third parties that granted it a licence.

16.3 All of the visual, textual or sound components of the Stanley/Stella B2B Webshop, including the underlying technology, are protected by intellectual property or other laws (including database law) and are the exclusive property of Stanley/Stella and/or the third party that granted it a licence.

16.4 Each year, Stanley/Stella designs and develops a series of products and visuals that are only intended to promote the products that are sold under its own name, “Stanley/Stella”. Both the products and the visuals on all the Stanley/Stella websites are protected by trademark law and copyright. They are the exclusive property of Stanley/Stella.

16.5 The visuals available via the API or the Brand Library can only be used by customers promoting and selling products sold under the name “Stanley/Stella” to their trade customers (associations, clubs, corporate, etc.), excluding other customers, particularly those who use our products under their own name and that are therefore not sold under the name “Stanley/Stella”. These customers can only use the “pack shots”, i.e. textile photos only without a model, clearly identified as such. Stanley/Stella reserves the right to withdraw these authorisations at any time.

16.6 Subject to the above, Stanley/Stella visuals cannot therefore be used, free of charge or on a fee-paying basis, without prior written authorisation from Stanley/Stella, for example for a third-party advertising campaign, whether in magazines, on billboards or in any other printed or digital media.

16.7 In any event, the visuals can only be used in their original format and in accordance with the instructions provided on a case-by-case basis by Stanley/Stella. They are made available to our “dealer” customers with the sole objective of promoting the Stanley/Stella brand and its products. They cannot be in any way altered, re-coloured, photoshopped or adapted to any communication requirement or method, whether in print, video or digital media. They cannot be combined with each other or associated with third-party visual material. Stanley/Stella customers are responsible for creating and developing visuals reflecting their own brand image themselves. Consequently, liability for any visual it has not created is not incumbent on Stanley/Stella. We therefore accept no liability for motifs, visuals, text, etc. of a negative nature, such as plagiarism, racism, etc.

16.8 Stanley/Stella does not authorise paid indexing on Google, or elsewhere, in its name.

16.9 Stanley/Stella reserves the right to take any necessary legal action, not least in court, in the event of the violation of the terms of these General Terms of Sale.

17 USE OF ELECTRONIC MEANS OF COMMUNICATION

17.1 The products offered on the Stanley/Stella B2B Webshop are sold electronically. As a result, the customer agrees to Stanley/Stella communicating with him/her/it by this method. Stanley/Stella is authorised to send the customer electronic messages and other notifications about his/her/its order via the internet. To the extent permitted by the law, the customer agrees that the above replaces any legislation imposing other methods or timings for receiving notifications relating to his/her/its order. Stanley/Stella is authorised to send messages via other methods (e.g. by regular mail) and also to receive notifications in writing if this method is expressly specified by the parties, by way of derogation from these General Terms of Online Sale. To the extent permitted by the law, the customer undertakes, in the event of a dispute, not to dispute the validity of any order, information, notification or message sent electronically between the parties in connection with these General Terms of Online Sale and the contracts to which they apply.

18 APPLICABLE LAW AND COMPETENT COURTS

18.1 These General Terms of Online Sale and the contracts to which they apply are exclusively subject to Belgian law, to the exclusion of the rules of international private law and the Vienna Convention on contracts for the international sale of goods.

18.2 The courts and tribunals of Brussels have exclusive jurisdiction over any dispute between the parties with regard to these General Terms of Online Sale and with regard to the contracts to which they apply. However, Stanley/Stella reserves the right to appear before another competent tribunal if it considers this to be appropriate.

19 CUSTOMER SERVICE

19.1 If you require any information or have a question, please do not hesitate to contact our customer service department:

Tel.: +32 2 663 33 00, +49 (89) 20 19 03 29, +44 20 37 69 17 8, +34 91 060 23 69, +33 (0)1 81 22 12 81, +31 (0)77 3 690 530 (9 a.m. to 6 p.m. Monday to Friday except on bank holidays in Belgium)

E-mail: customercare@stanleystella.com
Address: Stanley and Stella S.A.
Boulevard Louis Schmidt 3/2
B-1040 Brussels
Belgium

Appendix 3 - Disclaimer

Stanley/Stella has put the greatest care into developing its B2B Webshop. However, neither Stanley/Stella nor its employees, managers or staff may be held liable for any direct or indirect damage arising from accessing and/or using this site, including sending e-mails.