Breathe Branding

General terms and conditions for the sale and supply of goods and services by Breathe Branding Ltd

Version dated 29th October 2024

1. General

1.1 These general terms and conditions (the 'General Conditions') apply to all offers and contracts relating to the sale and supply of goods and services by Breathe Branding ('Supplier'), and to all orders placed by the customer ('Customer') with Breathe Branding ('Order(s)'). Breathe Branding is registered in the trade register under Company number 13365075 and has as its registered office at Unit Q1 Capital Business Park, Parkway, Cardiff, Cf3 2PU

1.2 An Order may relate to goods (such as promotional articles) and to (related) services of Breathe Branding, such as orders relating to the decoration of promotional articles. The goods and services offered by Breathe Branding are collectively referred to in these Terms and Conditions as the 'Products'.

1.3 The Customer agrees to be bound by these General Conditions. Breathe Branding hereby expressly rejects the applicability of any general terms and conditions of the Customer.

1.4 Any provision departing from these General Conditions may only be relied upon by the Customer if and insofar as it has been expressly accepted in writing by Breathe Branding.

1.5 These General Conditions shall also apply to future contracts between the Customer and Breathe Branding, unless they are explicitly excluded therein.

1.6 Breathe Branding reserves the right to modify these General Conditions. Any new General Conditions are binding upon the Customer as soon as the Customer is deemed to have received notice of the same. The current version of the Terms can always be found on Breathe Branding's website at www.breathebranding.co.uk

2. Offers, orders and contracts

2.1 Breathe Branding's offers, as presented in Breathe Branding's website, e-mails, brochures or catalogues are non-binding and may be revoked by Breathe Branding. Breathe Branding shall not be bound by any Order until it confirms the Order in writing in the order confirmation sent to the Customer ('Order Confirmation'), as a result of which there is a binding contract (the 'Contract'). For orders via the Breathe Branding website, the Customer shall receive an (automated) confirmation of order prior to the Order Confirmation. This confirmation of receipt does not constitute an Order Confirmation and Breathe Branding is not yet bound by the Order.

2.2 Following the approval of the e-proof and payment being successfully processed, the Order is irrevocable and may not be cancelled, except under the conditions set out in Article 4.1 or with the agreement of Breathe Branding. Breathe Branding may make its agreement to cancel conditional upon the charging of internal or external costs already incurred, such as the labour time required for packing and returning the Order.

2.3 Breathe Branding is not obliged to accept an Order and does not guarantee there is a sufficient stock of Products.

2.4 Additional agreements, amendments and/or cancellations are only binding if and insofar as they have been approved in writing by Breathe Branding.

2.5 The Customer warrants that employees or representatives who place Orders on behalf of the Customer are authorised to represent the Customer.

2.6 The Customer warrants that the information it supplies (via the Breathe Branding website or otherwise), including Product quantities, specifications (such as item numbers, etc.), address details and artwork for printed material, is correct and complete.

3. Decoration orders

3.1 When placing an order, the Customer may use the services offered by Breathe Branding for the decoration of Products from Breathe Branding's range ('Decoration Orders'). Product decoration options are listed on the Breathe Branding website or may be communicated by other means by Breathe Branding. Options, such as printing techniques and colour options, may vary from article to article, depending on, inter alia, product material and available space for printing. Prices and production times may vary depending on the selected product decoration options. Visuals and/or graphic material (such as logos) provided by the Customer for Product Decoration are referred to below as 'Artwork'.

3.2 Breathe Branding offers a digital tool (the 'Breathe Branding visualisation tool') on the Breathe Branding website that allows the Customer to upload Artwork for a visual impression of the printed item ('e- proof') based on the chosen printing technique. The position and colours of the uploaded Artwork can be determined and adjusted by the Customer using the Breathe Branding visualisation tool. Artwork for the e-proof will be delivered in the format indicated by Breathe Branding. Upon completion of the order on the Breathe Branding website, the Customer shall receive a print ready e-proof (via e-mail) for approval. After approval of this e-proof, the Decoration Order shall be processed. Breathe Branding will supply Decoration Orders in accordance with the e-proof, in accordance with section 3 of this article.

3.3 The e-proof gives a digital (two-dimensional) impression of the article printed with Artwork, which may not be 100% identical to the final print. Breathe Branding cannot guarantee that Artwork will be shown entirely to scale. In terms of positioning and size, a small deviation is permissible. The colours of the printing on the Products may also differ slightly from the colours in the e-proof. For printing techniques where colours are displayed in PMS, Breathe Branding considers a 1 pantone colour deviation permissible. For printing techniques based on CMYK, the rule is that the actual colour must correspond to the colour visible on a calibrated screen. The Customer must check the e-proof for all aspects (such as colour, placement, format and spelling) before it is approved.

3.4 The Customer may choose to place the Order without an approved e-proof ('no e-proof'). In this case, printing of the Decoration Order is done on the basis of the visualisation in the Breathe Branding visualisation tool without first sending an e-proof to the Customer for approval. Small deviations in positioning, size and colour between the Artwork and the printing on the Products cannot be excluded and are at the risk of the Customer. In that case, the Customer also assumes the risk that details in the Artwork on the Products are illegible and/or out of focus. Breathe Branding is under no obligation to check this in advance.

3.5 Breathe Branding is in not responsible for the content, accuracy or design of Artwork supplied by the Customer, such as spelling, colours, graphic details or authorisations required from third parties for use of the Artwork. The Customer is solely liable for this. Artwork is not reviewed or checked by Breathe Branding, except for technical aspects. The Customer guarantees to Breathe Branding that the Artwork may be lawfully used for printing the selected Products, without infringing any third-party rights or breaching any legal requirement. It is not permitted to use Artwork with content that could be considered discriminatory, pornographic, violent or otherwise offensive, whose content could incite hatred or be considered as insulting, defamatory or slanderous, or promotes illegal behaviour.

3.6 In consultation with Breathe Branding, the Customer may request one or more samples and/or illustrations of the decorated article or product material, prior to placing the order. The costs of this will be charged by Breathe Branding, irrespective of whether or not the Customer subsequently places an order, unless other terms have been agreed. Breathe Branding shall provide an indication of these costs and of the expected delivery time of the samples in advance.

4. Prices

4.1 Breathe Branding's prices in offers (on the Breathe Branding website, in brochures, catalogues, quotations, etc.) are non-binding and subject to change until there is an Order Confirmation leading to a Contract. In the event of an unforeseen increase in cost price factors, such as the cost of materials, raw materials, customs duties or transport costs, or due to currency fluctuations, Breathe Branding shall still be entitled to change the price or cancel the Order. The Customer shall be deemed to have agreed to a price change, unless it cancels the Order within one working day after notification of the price change, in which case no charge shall be made for that cancellation. Breathe Branding shall not be liable for any compensation in the event of cancellation by either Breathe Branding or the Customer on the basis of this provision.

4.2 Prices are inclusive of standard packaging and exclusive of turnover tax, import duties, packaging levies and other government taxes, levies or duties, unless explicitly stated otherwise. Prices do not include decoration unless it is indicated that decoration costs are included. Prices are also exclusive of freight costs unless free delivery is explicitly mentioned in the offer. Freight costs depend on the quantity of the order and the place of delivery. Applicable rates shall be determined by Breathe Branding's local sales office and communicated to the Customer upon request.

4.3 Any discounts shall be valid only once and shall in no way bind Breathe Branding in the event of a subsequent order or contract.

4.4 Returning Customers may be granted a fixed purchase discount, the amount of which shall be determined unilaterally by Breathe Branding's local sales office. In this case, this discount shall be reflected in the individual price offers communicated to the Customer (via the Breathe Branding website, after the Customer has logged in, or via e-mail). For the sake of clarity, these General Conditions do not entitle the Customer to any discount. A claim to a discount exists only if and insofar as it has been confirmed to the Customer in writing by Supplier or the local sales office. Breathe Branding or the local sales office may, at any time, unilaterally decide to modify or withdraw the discount for future orders, depending on volumes achieved by the Customer, payment history and/or commercial behaviour.

4.5 The quantity of Products ordered may influence the unit price (in the case of quantity discounts) or the freight charges. Breathe Branding reserves the right to apply minimum order quantities (MOQ) for certain Products or product groups.

4.6 Breathe Branding may, at any time, unilaterally decide to modify or extend its range, including discontinuing the use of certain Products or brands, without this giving rise to any liability towards the Customer. Breathe Branding is not obliged to supply Products that thereby cease to be included in its range.

5. The Breathe Branding website

5.1 The Breathe Branding website is a service made available by Breathe Branding for ordering Products online without any obligation. Breathe Branding does not guarantee that information on the Breathe Branding website is always accurate, complete and up to date, that the Breathe Branding website is always accessible (online), or that the Breathe Branding website always operates free of viruses or malfunctions. This also applies to tools offered in the Breathe Branding website, such as the Breathe Branding visualisation tool.

5.2 Breathe Branding takes appropriate technical and organisational measures to secure the Breathe Branding website in order to guarantee the confidentiality and integrity of Customer data and to prevent access or misuse by unauthorised third parties. Breathe Branding does not guarantee that misuse or unauthorised access will be prevented at all times.

5.3 The Customer must keep the Login Data confidential and only provide it to personnel who are authorised to place orders on behalf of the Customer. The Customer shall document which members of staff have access to the Login Data. The Customer guarantees that unauthorised parties will not be granted access to the Login Data. The Customer must log off after each session.

5.4 Misuse of the Login Data is at the Customer's risk, unless the Login Data has come into the hands of a third party through any act or omission by Breathe Branding. In the event of (suspected) misuse of Login Data, the Customer shall notify Breathe Branding as soon as possible. In this event, Breathe Branding shall be entitled to block access to the Breathe Branding website (temporarily) or to take other appropriate measures.

5.5 Breathe Branding's guidelines or instructions for using the Breathe Branding website shall always be followed by the Customer.

6. Delivery time and delivery

6.1 Delivery shall take place in accordance with the terms of delivery for transport communicated by the local sales office ('Incoterms') and/or in accordance with the Incoterms specified in the Order Confirmation. Freight costs may be passed on by Breathe Branding in accordance with Article 4.2.

6.2 Breathe Branding and the Customer may agree that delivery shall be made to a third-party address indicated by the Customer, such as an end customer, who is not a party to the Contract (referred to below as the 'Recipient'). The Customer guarantees that the Recipient shall comply with all obligations incumbent on it with regard to the acceptance, inspection and storage of the goods delivered.

6.3 The supply of certain Products may be subject to restrictions pursuant to agreements between Breathe Branding and its supplier(s), such as restrictions related to the (geographical) sales market or guidelines or restrictions related to marketing and resale to certain (end) customers. In that case, the ordering of these Products may be made conditional on the Customer's acceptance of these restrictions, which shall in that case apply in addition to these General Conditions. Breathe Branding may also refuse to deliver Products to certain countries or territories due to restrictions related to national laws or regulations.

6.4 Delivery dates indicated by or agreed with Breathe Branding are indicative only and not firm deadlines, unless explicitly agreed otherwise. Breathe Branding shall only be in default after the Customer has sent Breathe Branding a written notice of default giving Breathe Branding a reasonable time for compliance of at least 21 days, and delivery has still not taken place within this further period of time.

6.5 The delivery period shall start once the customer has approved the e-proof, in the opinion of Breathe Branding, all formalities for the execution of the Order have been fulfilled and Breathe Branding has received all information required to execute the Order. If an advance payment or security for payment has been stipulated, the delivery period shall not commence until this has been received and the said conditions have been fulfilled. Delays in approving the e-proof may extend the expected delivery date.

6.6 Exceeding a delivery period shall not entitle the Customer to compensation, rescission, suspension of any payment obligation or to any other claim due to non-fulfilment of the Contract, except in the following cases. If a firm delivery date has been expressly agreed and it is exceeded, or if Breathe Branding is in default of delivery after the expiry of the reasonable period set by the Customer in accordance with section 4 of this article, the Customer shall be entitled exclusively to rescind the Contract without any claim to damages or any other claim for non-performance of the Contract. In this case, the purchase price already received shall be refunded by Breathe Branding.

6.7 Delivery periods shall be extended by the time the performance of the Contract is delayed due to force majeure or if changes and/or additions to the Order are agreed upon at the request of the Customer. Breathe Branding shall in such case communicate a new delivery date as soon as possible.

6.8 The Customer must take delivery of the physical Products immediately they are offered for delivery by or on behalf of Breathe Branding, or, where applicable, to ensure that the Recipient takes delivery of them immediately. Products shall be deemed delivered as soon as they are offered for delivery at the agreed place of delivery, and from that moment the risk of damage and loss of the Products shall pass to the Customer, even if delivery of the Products is accepted at that time. If the Products are not accepted on the date communicated to the Customer, they shall be stored at the Customer's expense and risk and a new delivery date shall be arranged at the Customer's expense. If delivery is again unsuccessful and the Customer does not collect the Products from the storage site within two months, Breathe Branding shall be entitled, upon notification to the Customer, to sell the Products to a third party or, if this is not possible (as in the case of Decoration orders), to destroy the Products and recover any loss from the Customer, without prejudice to Breathe Branding's other rights.

6.9 If it has been agreed with Breathe Branding that a penalty shall be payable if the delivery time is exceeded, such penalty shall only be payable if the delay is attributable to Breathe Branding. The penalty owed shall never exceed the amount of the loss actually suffered by the Customer as a result of the period being exceeded and shall be set off against that loss.

6.10 Breathe Branding has the right to make part deliveries. For the application of these General Conditions, each part delivery shall be regarded as an independent delivery.

6.11 Breathe Branding has the right to supply Products other than those agreed upon, if these comply with the agreed specifications and are of comparable quality. Breathe Branding shall inform the Customer in advance.

6.12 Minor deviations in the Products delivered, customary in the trade, for example in colour, size or finish, that do not affect the quality, external appearance, use or marketability of the Products, are acceptable and do not give the Customer the right to refuse delivery.

6.13 If delivery is expedited or postponed at the Customer's request, the Customer must reimburse any additional costs resulting therefrom (such as transport costs in connection with an urgent shipment or storage costs in the event of postponement).

6.14 Breathe Branding is not obliged to deliver to places that are difficult to pass through, such as unpaved roads. In that case, in consultation with the Customer, delivery will be made to a nearest place of delivery that is passable.

7. Risk and transfer of ownership

7.1 The Customer shall bear the risk of any loss to the Products delivered by Breathe Branding from the time of delivery within the meaning of Article 6.8.

7.2 All Products delivered by Breathe Branding shall remain the property of Breathe Branding until such time as (i) payment for the Products delivered or to be delivered by or on behalf of Breathe Branding and for work carried out or to be carried out by or on behalf of Breathe Branding has been made in full, regardless of whether such work is supplied under the relevant Contract, or previous or subsequent contracts of the same nature, and upon full payment of (ii) all claims for failure by the Customer to comply with the related Contract or contracts, such as compensation, costs and interest. The Customer shall not have any retention of title in respect of such Products and such right is hereby explicitly excluded. The Customer must adequately insure goods owned by Breathe Branding against normal (business) risks.

7.3 Unless stated otherwise by Breathe Branding, the Customer shall be entitled to dispose of the goods sold under retention of title or to transfer de facto control of them, in whole or in part, to one or more third parties insofar as this is necessary or desirable for the normal operation of its business and a) the Customer receives cash payment from the transferee, or b) the Customer agrees with its counterparty to a retention of title similar to the present one, albeit without any right of disposal for the counterparty. Notwithstanding the foregoing, the Customer is not entitled to encumber the Products sold subject to a retention of title. The Customer shall, at the first request of Breathe Branding, transfer or pledge to Breathe Branding any claims of Customer (to be) created by the disposal to a third party of Products sold by Breathe Branding subject to retention of title, at the discretion of Breathe Branding.

7.4 Breathe Branding shall be entitled to recover Products delivered to the Customer and remaining the property of Breathe Branding, if the Customer fails to fulfil its obligations or if Breathe Branding has reason to believe that the Customer will fail to comply with its obligations. The Customer must facilitate this recovery of possession and, to this end, inform Breathe Branding on demand of the location of the Products (even if this is with a third party) and, if necessary, ensure access to this location. The Customer must reimburse Breathe Branding for the costs incurred in recovering the Products. When Products are recovered, credit shall be given on the basis of the value of the Products in their condition on their return, at the discretion of Breathe Branding.

7.5 The Customer must keep Products that are subject to a retention of title safely, carefully and separately from other items, and mark them as the property of Breathe Branding.

7.6 If and to the extent that delivered Products that are the property of Breathe Branding are seized, the Customer must inform Breathe Branding of this immediately. The Customer must inform the person seizing such Products that these Products are the property of Breathe Branding.

7.7 This retention of title shall be governed by UK law, with the proviso that, if the Products are delivered to another country, Breathe Branding shall be entitled to stipulate that the law of that other country shall apply if it considers that this law is more favourable.

8. Payment

8.1 The customer will process their order on the Breathe Branding website at which point payment details will be taken using a secure platform managed by Stripe. Payment will not be processed until the customer has received and approved an e-proof. At this point and subject to payment being processed successfully the order is irrevocable and may not be cancelled, except under the conditions set out in Article 4.1 or with the agreement of Breathe Branding.

8.2 Breathe Branding has the right to separately invoice Orders that are delivered in parts, per part delivery.

8.3 The Customer waives any right to suspension of payment and any right to set off amounts owed by either party to the other. A complaint (under Article 10) does not entitle the Customer to suspend any payment obligation.

8.4 The term of payment is regarded as a deadline. If the Customer does not pay on time, it shall be in default without notice of default being required. Breathe Branding shall in such case be entitled to suspend the Order to which the invoice relates, and to suspend delivery of other outstanding Orders, without prejudice to Breathe Branding's other rights in the event of default. In the event of default, other outstanding invoices shall become immediately due and payable, even if their term of payment has not yet expired.

8.5 Payments made by or on behalf of the Customer shall first be applied to pay the extrajudicial collection costs owed by the Customer, followed by the judicial costs, then interest owed and finally the outstanding principal amounts in order of age, regardless of any indication to the contrary from the Customer at the time of payment.

8.6 The Customer may no longer object to the correctness of the invoice after 14 days following the invoice date. Any right thereafter shall automatically lapse, unless the Customer could not have been aware of the incorrectness of the invoice before then.

8.7 In the event of late payment, the Customer shall owe statutory commercial interest from the due date of the invoice as referred to in section 1 of this article. Breathe Branding shall also be entitled to reimbursement of costs actually incurred in the collection of the claim, which shall be set at a minimum of £250.

8.8 If, in the opinion of Breathe Branding or its local sales office, the Customer's solvency, payment history and/or commercial behaviour so permit, the Customer may be granted a longer period of payment, subject to the condition of not exceeding a cumulative limit to be set by Breathe Branding (the 'Limit') and any other conditions, such as the provision of security by the Customer. The total amount owed to Breathe Branding for whatever reason, including invoices that have not yet been paid, may not exceed the amount of the Limit. If the performance of a Contract results in the Limit being exceeded, Breathe Branding is entitled to suspend delivery until the amount payable to Breathe Branding has been reduced to such an extent that the sum of the (new) outstanding amount after additional payment and the invoice value of the Products to be delivered no longer exceeds the Limit.

8.9 Any amount owed by the Customer to Breathe Branding at any time shall become automatically and immediately payable, without prejudice to Breathe Branding's further rights:

  • a) if (a petition for) bankruptcy, insolvency, moratorium, administration of (the company of) the Customer, or a comparable situation under foreign law occurs or is pronounced by the court;
  • b) if the business activities of the Customer are discontinued and/or in the event of discontinuation or liquidation of the Customer's business or the transfer thereof (or of the control therein) to third parties, including the contribution to an existing or still to be incorporated company;
  • c) if the Customer breaches its obligations to Breathe Branding on any grounds whatsoever, after having been given notice of default and a reasonable period in which to comply, unless compliance is permanently or temporarily impossible, in which case the claim shall become immediately due.

9. Force majeure

9.1 Breathe Branding or the Customer shall not be liable for a failure in the event such failure is caused by force majeure. Force majeure on the part of Breathe Branding shall apply in any event when performance of the Contract is wholly or partly, temporarily or otherwise, prevented or impeded by the following circumstances: war, threat of war, civil war, riots, mobilisation, acts of war, fire, water damage, flooding, frost, excessive absenteeism of staff, pandemics, government measures or stagnation as a result of pandemics, and company blockades, strikes, storage and transport disruptions, shortages of raw materials or energy, import and export restrictions, accidents and business interruptions or delay in the delivery to Breathe Branding of parts, items or services ordered from third parties, unless such delay is attributable to Breathe Branding.

9.2 In the event of force majeure on the part of Breathe Branding, its obligations shall be suspended. If the force majeure lasts longer than 60 calendar days, Breathe Branding and the Customer shall both be entitled to rescind the Contract (with respect to the part not yet executed), without any obligation to compensate the other party for such rescission or failure to perform, without prejudice to the provisions of Article 14.1 (Customer's duty of care).

10. Inspection, warranty and complaints

10.1 The Customer must inspect the Products delivered by Breathe Branding for defects immediately upon receipt, or ensure that inspection is carried out on its behalf by the Recipient. In the event of too many or too few Products, or incorrect Products having been delivered, or in the case of visible defects, these circumstances must be reported to Breathe Branding in writing within 8 days following delivery. Products shall be deemed unconditionally accepted and approved if the Customer fails to inspect them in time or if no notification is made within the aforesaid period of 8 days.

10.2 Other defects must be reported by the Customer in writing within 8 days of their discovery by the Customer or the Recipient, with the proviso that any right of action in respect of the non-conformity of the Products (warranty) lapses after the expiry of the period referred to in section 7.f of this article.

10.3 Notification of defects shall be made by enclosing any relevant evidence (such as photos or videos) that Breathe Branding may need to assess the defects.

10.4 Breathe Branding only gives the following warranties with respect to the Products supplied, to the exclusion of all other warranties, whether legal or contractual, implied or express, except to the extent that they are implied by mandatory law:

  • a. that the Products are delivered in accordance with the quantities stated in the Order Confirmation and that they comply with the dimensions, properties and specifications stated in the offer and/or confirmed on the Order Confirmation, subject to the provisions of section 5 of this article;
  • b. that they are suitable for the intended use as stated in the offer by Breathe Branding and are not defective;
  • c. that they meet reasonably foreseeable quality requirements in accordance with the standards applicable to similar products at a comparable price level;
  • d. that they do not infringe any intellectual property rights of third parties in the European Union or the UK, with the proviso that this warranty does not extend to the Artwork;
  • e. that the Products, labelling and packaging conform to the requirements of harmonised EU legislation and legislation in the UK on product safety, durability and technical conformity applicable at the time of delivery.

10.5 Breathe Branding explicitly does not warrant that:

  • - the Products, their labelling or their packaging conform to the national laws, regulations or standards in the country of delivery in relation to the Products, unless explicitly agreed otherwise in writing;
  • - the colour tones on the printing of the delivered decoration orders fully correspond to the colours in the e-proof; minor deviations are permissible;
  • - the position of the logo corresponds completely with the delivered Artwork or the e-proof; minor deviations are permissible taking into account the chosen printing technique;
  • - the Products fully correspond to the image on the Breathe Branding website; minor deviations are permissible in accordance with Article 6.12;
  • - the colour of the printing in the case of a repeat order fully corresponds to the original order.

10.6 Breathe Branding's warranty obligation shall be limited to the delivery of replacement Products for the defective Products free of charge to the address specified in the Order Confirmation, or crediting the Customer with the invoice value, at the discretion of Breathe Branding. Breathe Branding is not obliged to repair defective Products.

10.7 Insofar as a legal or contractual warranty applies, there is no right to claim under such warranty:

  • a. if the Products have been damaged or lost after delivery;
  • b. if the Customer has stored the Products carelessly or has failed to follow exactly the storage or usage instructions communicated by Breathe Branding or stated on the packaging;
  • c. if the delivered Products have been used incorrectly or not in accordance with the agreed or usual use;
  • d. if the Customer breaches any obligation towards Breathe Branding, or fails to do so properly or on time;
  • e. if no complaint is made in time in accordance with sections 1 to 3 of this article;
  • f. in respect of defects discovered more than 6 months after the date of delivery;
  • g. if the delivered Products have been damaged by external causes, such as (rain) water, heating, falling damage, fire, etc.

10.8 For goods or parts of goods acquired by Breathe Branding from third parties, the warranty obligations of Breathe Branding towards the Customer shall in no event be greater or of longer duration than the warranty obligations of said third parties towards Breathe Branding. Breathe Branding shall be discharged from any warranty obligation when, if possible, it assigns its claim against such third party to the Customer, which assignment is hereby accepted by the Customer in advance.

10.9 Products in respect of which a complaint has been made shall be kept by the Customer for inspection by Breathe Branding and shall be returned on demand by Breathe Branding. Costs of return shall be borne by Breathe Branding in case of a justified complaint. Should the Customer fail to comply such that this restricts Breathe Branding in its ability to determine the merits of the complaint and claim, there shall be no right of replacement or refund.

11. Liability and indemnity

11.1 Breathe Branding's liability in connection with any defects in the Products supplied by it shall be limited to the warranty obligations as described in Article 10.6. All further liability for loss suffered by the Customer in connection with the Contract and/or the delivery of the Products is excluded, except in the case of intent or gross negligence.

11.2 Any liability of Breathe Branding to the Customer shall be limited to either i) the net invoice value of the goods delivered to the Customer by Breathe Branding in the three months preceding the event giving rise to the loss (subject to deduction of any amounts credited), or, if the loss is covered by insurance under which Breathe Branding is deemed to be the insured, (ii) the amount actually paid out by the insurer in this regard (if higher than the amount referred to in (i)), with the proviso that any liability of Breathe Branding to the Customer under the terms of the Contract shall be limited to a maximum amount of £50,000.

11.3 Breathe Branding's liability for commercial, consequential or indirect loss (including loss of turnover, profit or goodwill, business or customers) is always excluded, unless the loss is the result of wilful intent or deliberate recklessness on the part of Breathe Branding.

11.4 Breathe Branding's limitations of liability under this provision shall not apply in the event of personal injury or death.

11.5 In all cases where a penalty is payable by Breathe Branding, any obligation to pay compensation shall be limited to the amount of the penalty, without prejudice to Article 6.9.

11.6 Any claim by the Customer against Breathe Branding, other than those acknowledged by Breathe Branding, shall in any event expire 12 months after the Customer becomes aware of the existence of the claim, unless the Customer has informed Breathe Branding of the existence of the claim within that period by means of a detailed, substantiated written claim, without prejudice to other statutory or contractual defences of Breathe Branding.

11.7 If either party becomes aware of a defect in the delivered Products it shall immediately inform the other party thereof, including the type of defect and the Products that are defective. The Customer must provide all necessary cooperation should Breathe Branding decide to carry out a product recall due to defects or risks related to product safety or in the event of an announced or imminent enforcement action by market regulators, or due to Breathe Branding's well-founded fear that one of these circumstances may arise. In such a case, Breathe Branding shall credit the purchase price of the Products and reimburse the costs of return shipment. The Customer shall treat as confidential all information received about measures that may or actually must be taken, except insofar as it is legally obliged to disclose such information. Communications by the Customer to its own customers or end-users regarding product recalls and/or (possibly) defective and/or unsafe Products shall be made in close consultation with and after approval by Breathe Branding.

11.8 Any conditions limiting, excluding or establishing the liability of Breathe Branding in connection with the Products delivered, which may be invoked against Breathe Branding by its suppliers or subcontractors, may also be invoked against the Customer by Breathe Branding.

11.9 Employees of Breathe Branding, persons engaged by Breathe Branding in the performance of the Contract or group companies of Breathe Branding may claim all of Breathe Branding's rights and defences under the Contract (including these General Conditions) as against the Customer, as if they were a party to the Contract themselves, including the limitations of liability in this Article 11. Neither Breathe Branding nor the Customer may revoke this clause. The required acceptance of this clause by employees of Breathe Branding, by persons engaged by Breathe Branding in the performance of the Contract or by Supplier's group companies shall be deemed to have been accepted when this clause has been made known to these parties.

11.10 The Customer shall indemnify Breathe Branding, its employees and persons engaged in the performance of the Contract against any third-party claim in connection with the performance of the Contract by Breathe Branding, insofar as such claims are more than or different from those to which the Customer is entitled against Breathe Branding by virtue of the Contract.

11.11 The Customer shall strictly comply with national or international governmental export, import and use restrictions in connection with the Products to be delivered. It shall indemnify Breathe Branding in respect of any loss incurred by Breathe Branding from any breach of these restrictions.

12. Indemnity

12.1 The Customer indemnifies Breathe Branding against all third-party claims in connection with or arising from the handling, modification or use of the Products by the Customer, unless the claims arise from defects in the Products that already existed at the time of their delivery.

12.2 The Customer indemnifies Breathe Branding against all third-party claims, including claims based on any third party intellectual property rights, in connection with or arising from what Breathe Branding has produced or applied to the Products on the instructions or at the direction of the Customer, including custom products based on designs provided by the Customor or the printing of Products with Artwork supplied by or on behalf of the Customer.

13. Intellectual property

13.1 Intellectual property rights to, or relating to, the Products supplied, including packaging and instructions for use, remain with Breathe Branding (or its suppliers or licensors) and are not assigned to the Customer. The same applies to the intellectual property rights vested in marketing materials made available to the Customer (whether or not for payment), such as product images, (online) brochures and catalogues. Breathe Branding's documents and data (including marketing materials made available free of charge or otherwise) remain the property of Breathe Branding and may not be distributed or made public without the express consent of Breathe Branding.

13.2 Breathe Branding (or its licensors) is the exclusive owner and holds the intellectual property rights to the Breathe Branding website and to the text and images (such as product photos, videos and illustrations) made accessible on the Breathe Branding website (or via tools on the Breathe Branding website). These materials may not be downloaded, reproduced and used by the Customer without the prior permission of Breathe Branding, subject to the conditions and restrictions applicable thereto. Disclosure or dissemination of these materials via the Customer's own websites, apps or (online) media or (social media) platforms is expressly prohibited, except with prior permission or under the conditions specified in the Breathe Branding website.

13.3 Breathe Branding shall indemnify the Customer against third-party claims relating to infringement of intellectual property rights applicable in the European Union and the UK in respect of delivered Products, unless a claim is related to the Artwork on the Products and would not exist without this Artwork or in case of custom Products. The Customer may not rely on the indemnity unless: i) the claim has been reported to Breathe Branding in writing immediately upon becoming known to the Customer, ii) the Customer has complied with all reasonable instructions given by Breathe Branding to limit the loss iii) the Customer has complied with any restrictions imposed by Breathe Branding in relation to the resale of the Products, and iv) the Customer allows Breathe Branding to take over the defence of the Customer's claim and authorises (the lawyer of) Breathe Branding to (also) defend on behalf of the Customer in any legal procedure and/or to make a settlement, with the proviso that no settlement shall be made without the Customer's consent if this settlement involves obligations for the Customer.

14. Duty of care of Customer

14.1 The Customer shall treat the Products with due care, and shall not undertake any actions that might compromise the quality or safety of the Products, or the reputation of (the brands of) Breathe Branding.

14.2 The Customer shall at all times comply with the applicable national and international laws and regulations regarding the combating of corruption, bribery, money laundering, terrorism, boycott, conflict of interest and counterfeit goods.

14.3 The Customer and Breathe Branding declare that, in placing and executing Orders, they shall comply with the requirements for the protection of personal data set out in the General Data Protection Regulation (GDPR) and other applicable privacy legislation. For Orders related to personalised Products, where Products or packaging containing personal data are printed, Breathe Branding shall be deemed to be the processor and the Customer shall be the controller, and a processing agreement shall be concluded between Breathe Branding and the Customer and submitted by Breathe Branding.

15. Suspension and dissolution

15.1 In the event of a breach by the Customer of its obligations, Breathe Branding shall be entitled to suspend its obligations to the Customer or to rescind the Contract in whole or in part, without prejudice to its further rights, such as any right to compensation for costs, loss or statutory interest. In the performance is not permanently impossible, this right to suspend or rescind shall only arise after Breathe Branding has given the Customer written notice of default and the Customer has failed to comply within 14 days. Upon rescission on the grounds of this provision, all outstanding invoices from Breathe Branding arising from the Contract or other agreements shall become immediately due and payable, without prejudice to Breathe Branding's further rights.

15.2 The Customer is not entitled to terminate the Contract except in the cases referred to in Articles 6.6 and 9.2 of these General Conditions and under the conditions stated therein. In the event that a part of the Products has already been delivered, Breathe Branding shall be entitled to a refund thereof.

16. Final provisions

16.1 Any dispute arising between the parties in connection with or resulting from a Contract (including these General Conditions) shall be submitted exclusively to the competent court in Amsterdam.

16.2 All obligations between Breathe Branding and the Customer in connection with these General Conditions and/or the offer, sale, order and delivery of Products shall be governed by UK law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded.

16.3 Following the formation of the Contract, Breathe Branding shall archive it for at least 7 years in connection with its obligation to keep records. Upon request, a copy of this shall be provided to the Customer.