Terms of service

Article 1 - Definitions

In these terms and conditions, the following definitions apply:

  1. Excelsior: Excelsior Clothing Co., Ltd, established under Hong Kong law with company number 1412673 and having its registered office at Room 702, 7/F, Spa Centre, No. 53-55 Lockhart Road, Hong Kong, performs the pre-production and sales activities on behalf of Ruicheng, a related company to Excelsior;
  2. Ruicheng: Zhongshan Ruicheng Clothing Textile Co., Ltd (in Chinese: 中山锐城制衣纺织有限公司), established under Chinese law with company number 914420000945080903 and having its registered office at 3F, Right side building Shaxi Middle School,  Gangyuan village, Shaxi Town Zhongshan City, Guangdong Province, China, postcode: 528471 (in Chinese: 广东省中山市沙溪镇港园村沙溪中学右侧三楼之一), performs the manufacturing activities for Excelsior, a related entity to Ruicheng;
  3. Client: the natural person who act in the exercise of a profession or business and enters into a contract with Excelsior and Ruicheng;
  4. Styles/Product/Products: all items which Excelsior and Ruicheng deliver to the Client within the framework of the Contract;
  5. Proto: prototype of a specified style;
  6. SMS: salesmen sample;
  7. PPS: pre-production sample;
  8. PS: production sample;
  9. Bulk: the mass production of an order resulting from a Contract with Client;
  10. Lab-dib: samples in the requested color of a specific fabric;
  11. Allowed tolerances: allowed production (quantity as given in an order) tolerances as described in Annex I;
  12. Day/days: calendar day(s);
  13. Duration transaction: a distance contract relating to a series of products and/or services, the delivery and/or purchase obligation of which is spread over time;
  14. Durable data carrier: any means that enables the Client or Excelsior to store information addressed to him personally in a way that allows future consultation and unaltered reproduction of the stored information;
  15. Contract: an agreement whereby, within the framework of a system organised by Excelsior and Ruicheng for selling of products and/or services, up to and including the conclusion of the contract, exclusive use is made of one or more techniques for distance communication;
  16. Technique for distance communication: means that can be used to conclude a contract, without the Client, Excelsior and Ruicheng having come together in the same room at the same time.
  17. General Terms and Conditions: these Excelsior General Terms and Conditions.

Article 2 – Who are we?

Ruicheng

  • Name: Zhongshan Ruicheng Clothing Textile Co., Ltd (in Chinese: 中山锐城制衣纺织有限公司)
  • Registered office: 3F, Right side building Shaxi Middle School, Gangyuan village, Shaxi Town Zhongshan City, Guangdong Province, China, postcode: 528471 (in Chinese: 广东省中山市沙溪镇港园村沙溪中学右侧三楼之一).
  • Company number: 914420000945080903.
  • E-mail address: info@ruichengfashion.com.

Excelsior

  • Name: Excelsior Clothing Co., Ltd
  • Registered office: Room 702, 7/F, Spa Centre, No. 53-55 Lockhart Road, Hong Kong.
  • Company number: 1412673.
  • E-mail address: contact@excelsiorclothing.com.

Article 3 - Applicability

  1. The General Terms and Conditions apply to and form part of any legal and other acts inconnection with the preparation, formation or performance of the Contract. The General Terms and Conditions also apply to all subsequent Contracts between the Client and Excelsior and Ruicheng if the Client has agreed to the applicability thereof in earlier Contracts with Excelsior and Ruicheng.
  2. The applicability of any terms and conditions of the Client are expressly excluded.
  3. If any product-specific or promotion-specific terms and conditions apply in addition to these General Terms and Conditions, then those terms and conditions will also apply. Also refer to Annex I.
  4. If any provision from the Contract or the General Terms and Conditions turns out to be null and void, this will not affect the validity of the remainder of the Contract or General Terms and Conditions. In that event, the Parties will lay down a new provision to replace the former, which will give shape to the intention of the original provision as much as possible by law.
  5. The Client must accept these General Terms and Conditions before the Contract is entered into, failing which no Contract is entered into. Placing an order via a Durable data carrier constitutes acceptance of these General Terms and Conditions.
  6. Excelsior reserves the right to amend these General Terms and Conditions. Amendments enter into effect 30 days after the Client is notified of the amendments. Non-substantive amendments of minor importance may be made at any time and do not require notice.

Article 4 – The offer

  1. All offers submitted by Excelsior are free of obligation. Furthermore, Excelsior’s offers are valid for 30 days after they are sent. If the Client accepts an offer, Excelsior will have the right to withdraw the offer within seven days after receipt of the acceptance.
  2. The offer contains a complete and accurate description of the products and/or services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Client. If Excelsior uses images, these are a true representation of the products and/or services offered. Obvious mistakes or errors in the offer do not bind Excelsior.
  3. The content of all offer documents – such as descriptions, specifications or images – will remain Excelsior’s property. Furthermore, the offer documents – for example those regarding measurements, properties and capacities – are as accurate as possible, but not binding.
  4. All images, specifications and data in the offer are indicative and cannot give rise to compensation or dissolution of the agreement.
  5. Images accompanying products are a true representation of the products offered. Excelsior cannot guarantee that the displayed colors exactly match the real colors of the products.
  6. An offer lapses if the Product to which the offer relates to is no longer available in the meantime. If the acceptance deviates from the offer, whether on minor points or not, Excelsior will not be bound by it. In that case, no Contract will be formed in accordance with this deviating acceptance, unless Excelsior indicates otherwise in writing.

Article 5 – The agreement and performance

  1. Excelsior may enquire, within the statutory limits, about the Client’s ability to fulfil their payment obligations and about all facts and factors that are important for concluding the Contract in a responsible manner. If Excelsior has valid grounds not to enter into the Contract based on this investigation, it will have the right to refuse a request or attach special conditions, such as payment in advance, to the performance.
  2. The Contract is concluded as soon as the Client has approved Excelsior’s or Ruicheng’s offer in writing or orally, or as soon as Excelsior or Ruicheng has commenced with the performance of the Contract with no objection from the Client.
  3. The Client must ensure that all information and data required for the performance of the Contract according to the Client or Excelsior and/or Ruicheng are provided to Excelsior and/or Ruicheng in a timely manner. The Client is responsible for the accuracy and completeness of the information and data, even if they originate from a third party. Excelsior has the right to suspend performance of the Contract until the Client has complied with the obligation referred to above.
  4. If any facts or circumstances occur of which the Client knows or can reasonably be expected to know that they are or may be relevant to the performance of the Contract, the Client will notify Excelsior and/or Ruicheng of these facts and circumstances without delay.

Article 6 – Delivery and deadline

  1. Excelsior is entitled to deliver Products in parts and to invoice the delivered parts separately.
  2. If a period was agreed or stipulated for the delivery of the Products, this will never be a strict deadline. If this period is exceeded, the Client must give Excelsior written notice of default. This means that the Client must afford Excelsior and Ruicheng a reasonable period – at least 14 days – to perform its obligations.
  3. Excelsior delivers the Products: FOB (in accordance with Incoterms 2020), unless Excelsior has agreed otherwise in writing.
  4. The Client is required to accept delivery of the Products when they are made available to them. If the Client fails to do so – for any reason whatsoever – Excelsior will be entitled to store the Products at the Client’s risk. The Client will bear the resulting costs, such as transportation and storage costs.

Article 7 – Suspension and dissolution

  1. Excelsior has the right to dissolve the Contract with immediate effect and/or suspend performance of the Contract – in addition to its statutory rights to dissolve the Contract and suspend performance – if one of the following events occurs:
  1. if the Client fails to perform its obligations under the Contract and/or the General Terms and Conditions, or fails to do so in full or on time;
  2. if, after entering into the Contract, Excelsior has become aware of information that gives sufficient reason to fear that the Client will not perform its obligations;
  3. if an application to grant a provisional suspension of payments has been filed for the Client;
  4. if the Client has been declared bankrupt, or a petition for the Client’s bankruptcy has been filed;
  5. if attachment is levied against the Client;
  6. if a resolution is adopted to dissolve and/or liquidate the Client;
  7. if the Client otherwise loses the power of disposition or legal capacity with respect to their assets or parts thereof.

The Client is required to inform Excelsior without delay of the occurrence of one of the events referred to at c through g.

  1. If Excelsior exercises its right to dissolve the Contract or suspend performance, the Client will bear all ensuing costs and loss incurred and all Excelsior’s claims will become immediately due and payable.
  2. The Client waives all rights to full or partial dissolution of the Contract or full or partial suspension of their payment or other obligations.

Article 8 – Force Majeure

  1. Excelsior is not required to perform any obligation in respect of the Client if it is prevented from doing so due to a situation of force majeure.
  2. In these terms and conditions, force majeure is understood to mean – in addition to what it is understood to mean in law and in case law – all external causes, foreseen or unforeseen, outside of Excelsior’s and/or Ruicheng’s control and which prevent Excelsior and/or Ruicheng from performing its obligations, such as pandemics, epidemics, failures to perform by suppliers, government measures hindering performance, dangers to public health, disturbances of public infrastructure, general transport problems, strikes, war, terrorist attacks, domestic disturbances or natural disasters.
  3. Excelsior may suspend the performance of its obligations under the Contract for the time that the situation of force majeure continues. If this period of time lasts longer than two months, then the Parties will be entitled to dissolve the Contract without being required to compensate the other party.
  4. If Excelsior and Ruicheng have already performed some of its obligations under the Contract, or is able to still perform these, at the time of the occurrence of the situation of force majeure, then Excelsior will be entitled to invoice this already performed part.

Article 9 – Conformity and Warranty

  1. The delivery of the Products releases Excelsior and Ruicheng from all liability for defects that the Client had already discovered or should reasonably have discovered when the Products were delivered.
  2. The allowed tolerances (not limited to) summed up in Annex I are not considered defects.
  3. Excelsior and Ruicheng cannot influence how the Client will ultimately use the Products delivered. The Client itself is therefore responsible for the use of the Products.
  4. Excelsior and Ruicheng is not liable for any loss resulting from Excelsior and Ruicheng relying on incorrect and/or incomplete information provided by or on behalf of the Client.
  5. Excelsior and Ruicheng is not liable for any loss resulting from:
    • a failure to follow the instructions for use and/or other manuals of a Product;
    • a failure to comply with or follow Excelsior and Ruicheng’s instructions regarding a Product;
    • repairs to or maintenance of a Product by a party other than Excelsior and Ruicheng;
    • improper maintenance of a Product;
    • inexpert or careless use of a Product;
    • wear and tear as a result of normal use of a Product;
    • installation, modification and/or processing of a Product by a party other than Excelsior and Ruicheng;
    • a Product having been used for purposes other than the Product intended purpose.
                1. Excelsior and Ruicheng is never liable towards the Client for indirect loss, in any event including – but expressly not limited to – consequential loss, lost profit, lost savings, loss of data and loss due to business interruption.
                2. Any right the Client has to compensation is always subject to the condition that the Client must report the loss to Excelsior and Ruicheng in writing as soon as possible after the loss has occurred, but in any event within 30 days.
                3. Excelsior and Ruicheng’s liability is at all times limited to the amount that is paid out under Ruicheng’s liability insurance in the case in question. If, for any reason, no payment is made under the aforementioned insurance, any liability is limited to the amount invoiced for the Contract, or for that part of the Contract to which the liability relates.
                4. Any liability of Excelsior and Ruicheng lapses six months after the date on which the Contract was terminated through delivery, dissolution or otherwise.
                5. The Customer indemnifies Knit Factory against all third-party claims in connection with or ensuing from the legal relationship between Knit Factory and the Customer.

                Article 10 – Payment

                1. Unless otherwise agreed, the amounts owed by the Client must be paid within 7 days after the start of the contract as referred to in Article 5 paragraph 2.
                2. In the event of non-payment by the Client, Excelsior has the right, subject to legal restrictions, to charge the reasonable costs made known to the Client in advance.

                Annex I – Allowed Tolerances

                Size tolerances

                We strive to provide the best garment fitting possible and guarantee that they are delivered within our standard size/measurement tolerances. A size tolerance is the allowable limit of variation in a garment measurement. This variation exists in all textile production due to the nature of materials that have reactions to the different production processes.

                Allowed tolerances in cm:

                • Shoulder length: 1.5cm
                • Chest width: 2cm
                • Sleeve length: 2cm
                • Body length: 2cm
                • Neck width: 1.2cm
                • Neck depth: 1.2 cm
                • Cuffs: 1.2 cm
                • Armhole: 1.5 cm
                • Ribs/collars: 0.5 cm

                In respect of this tolerance chart, an addition of 50% to the above tolerance should be made for products that have undergone any laundry process on a finished garment as well as for products that are manufactured with fabrics made out of twisted yarns.

                Color tolerances

                We strive to provide the best garment coloring possible and guarantee that they are delivered within our reasonable tolerances under D65. A color tolerance is the allowable limit of variation in a garment colorization (bulk item compared to its proto, SMS, PPS or PS). This variation exists in all textile production due to the nature of materials that have reactions to the different production processes.

                • Reactive Garment Dye

                The material must be previously prepared in order to obtain good hydrophilicity, dimensional stability and good sewing ability. It is proven that substrates with different degrees of preparation (alkaline boiling, medium white, mercerization) and / or different batches with the same degree of preparation, do not have the same tinting capabilities. All components of the part must come from the same source - that is, all components of a part must belong to the same roll. All materials used to complete weight must have the same composition and type of prior preparation. In addition to these circumstances, the following considerations should also be taken into account when dyeing parts: all the materials (tapes, fabric applications, seams, ribs) included in the piece must be prepared together, or in case of impossibility, all components of the same dyeing game must have undergone the same preparation operation ( alkaline boil, medium white, mercerization).

                The opening of color in the laboratory must always be carried out on the material to be used in production, that is, with the same texture and the same degree of preparation. The opening of colors must always take into account: Client specifications Process to be carried out (especially in the case of corrosion and / or fade-out processes. Specific indication of the degree of preparation of the material to be used. This data must be provided at the time of the color opening to avoid unexpected results and potential waste of time (i.e. Lab-dips).

                Whenever there is more than one material / composition in a piece, the color will be opened for the material in predominance, however, it is advisable that all materials are present at the time of opening colors so that the final result can be evaluated.

                Preliminary samples should be performed on all models. The tests for the evaluation of dimensional stability and the evaluation of the behavior of components from different sources must be carried out under production conditions, even if it is not possible to perform them in the desired colors. There are special processes for which it is essential to carry out a shade-band in order to assess possible variations in results.

                In order to avoid wasting time and misinterpreting the order, it is very important that the production comes with the lab-dip code and the seal. Samples performed and approved or shade-bands must always accompany the production. Color differences between samples and production can range from 5 to 10% (under D65). This is due to the fact that they are made pieces, and therefore they cannot be too long in the dyeing process, running the risk of the piece being degraded. All relevant recommendations should be included in the piece (such as, approximating the color for the approved lab-dip, pilling, etc.) All metallic accessories should be avoided. In the event that it is absolutely impossible (case of zippers) they must be prepared to withstand the required dyeing and drying conditions. In the case of mesh pieces with metal fasteners, we recommend protecting the cursors to prevent them from being damaged. All kinds of applications in the piece outside our company are not our responsibility. Prints should be avoided before dyeing. However, there are some types of prints that support the dyeing conditions so we advise you to discuss in advance the most suitable technique. In the event that the print was made on a panel before dyeing, we recommend that all components of the piece be subjected to the same conditions of thermosetting, thus avoiding differences in tone between the printed panel and the rest of the piece.

                WIt is not our responsibility to have the print soiled or worn with the dyeing process. The models must be studied in order to avoid loose ends: Long sleeves should be sewn along the seams Ribbons and belts must come in mesh bags (preferably in PES) Jackets and shirts must come closed. Flaps and pockets must be closed. Preferably the pieces should be dyed inside out, except for the specifics of the model or process. The process has values for solidity to washing, water, friction and sweat that vary between 3 (for intense and dark) and 4 for medium and light colors. With regard to colors that contain special dyes in their composition, the value ranges tend to drop by one point. The light solidity test, according to our dye suppliers, assumes a value of 4, however this value is not controlled by our company. The test must be carried out by the Client. The percentage of defects is 15%. All measurements alterations are the same as indicated for fade-out process stated above.

                • Fade-out washing

                Fade-Out washing aims to give the pieces an aged appearance due to color degradation. It is an external aging process, so on the inside the garment, the color is more intense, although this difference diminishes near the edges. The process can be applied to previously dyed pieces, however, the result may vary in tone after washing, for which we assume no responsibility. The aging process is a delicate process and needs a careful study on the interaction between the dyeing, the finishing of the material and the process of corrosion, since several factors contribute to significant changes in shade.

                Color fade is obtained from a chemical process with unique characteristics, which are important to highlight:

                • It is not possible to carry out samples in the laboratory, since it is not possible to reproduce, under laboratory conditions, the production conditions.
                • For the same reasons as before, the result obtained in samples shows differences in relation to production. These differences are noticeable in terms of color (the color may have a different final shade), or in terms of uniformity.
                • Long-sleeved items have a tendency to be accentuated with scratches, either on the opposite side of the seam, or random scratches along the sleeve. In the case of thin stitches, scratches may arise along the side seam. If there are pockets, they must be closed to avoid the accumulation of products inside them, giving rise to defects.
                • The process has variations in intensity between pieces within the same batch, so it is not possible to obtain a rigor of color and intensity between pieces. Scratches or spots may appear in certain areas of the parts, and it is not possible to control the derivative of the process itself. Therefore, it cannot be considered a defect. It is advisable to carry out previous samples in all colors, materials and final models (namely printed and embroidered. The previous samples must be carried out in a sufficient quantity that allows their simulation in production, creating a shade band indispensable for production approval. Without the realization of the shade band, it is tacitly implied that all variations (of intensity, tone, risks or others) in production will be accepted.

                All kinds of applications on the garment outside our company, are not our responsibility. It is not our responsibility for the print to get dirty or worn off with this process. The defect percentage is around 15%. The process shows results of solidity in wet states that can vary between 2 - 3 (for very dark colors) and 3 - 4. The light solidity will depend on the color intensity, however, the process has a light solidity that varies between 2 - 3 and 3 - 4. It is recommended to use special labels with the following indications:

                • Wash at 30C separately;
                • Dry inside out;
                • Do not expose for a long time and directly to bright lights or sunlight.

                In terms of measurements, during fade-out/garment dye process the knitted/woven fabrics constrict and relax during the 4 - 5 following stages:

                • Pre-wash;
                • Dyeing;
                • Stabilization;
                • Wash;
                • Specific rock wash (fade-out only).

                We follow the Oeko-tex100 guidelines and test all shrinking percentages of fabrics and colors to confim any variations and if the result is positive, we adapt all patterns with the respective percentages verified during the tests. However, a variation of up to 5% can be confirmed in some fabrics even after adjustments between sample and final production.