TERMS & CONDITIONS

ITRASOL UG
October 2019

1. PARTIES TO THE CONTRACT

Itrasol UG,also acting under the trade name The Baseball Shop (TBS), is a companyspecializing in the design, sale and manufacture of baseball and softballuniforms as well as the marketing of sports equipment in Europe.

The Baseball Shop is based at the following address:

ITRASOL UG
Kolonnenstrasse 48 / 49,
10829 Berlin
Deutschland
V.A.T. Number:DE815838528
Register Number: HRB 172469 B

The present terms and conditions govern the relationship between TBS and any natural person(B2C) or legal entity (B2B) having called upon our services.

2. GENERAL

Only the special conditions set out in these terms and conditions and in the Commercial Code, regulate the conditions of sale of products by The Baseball Shop. They shall prevail over any contrary clauses and conditions that may appear on documents issued by the Client.

The Baseball Shop reserves the right to change its terms and conditions of sale,its formulas, and rates at any time without notice. These changes will not affect current orders.
                                           
The person or entity using the services of The Baseball Shop acknowledges having read and accepted without reservation the following terms and conditions of sale, a swell as the warnings set out in the law on artistic property, of the rights of authors concerning the laws of intellectual property. At the time of the order,the signature of the estimate with the mention "good for agreement"implies the acceptance without reserve by the customer of the present general conditions of sale.

3. REQUESTAND PREPARATION OF THE ESTIMATE FOR CUSTOMIZED PRODUCTS

In order to prepare the quote, it is necessary to send us an email:

•       Name of the individual or legal entity.
•       Phone Number.
•       Delivery address.
•       Billing address (if different).

Then you will have to send us in an Excel file:

•       The desired product.
•       The desired quantity with the sizes.
•      The personalization of each product.

Limitations for sportswear for each type of product:

•       The minimum number of an order for anew club/customer is 12 units.
•      The minimum number of an order for are stocking is 10 units.
•      For products that require a specific setting of the machines (jackets) the minimum number of an order is 15 units.

The same model in children's, men's and women's sizes is considered as one type of product.

In order to prepare the quote, it is necessary to send us an email:

•       Name of the individual or legal entity.
•       Phone Number.
•       Delivery address.
•       Billing address (if different).

Then you will have to send us in an Excel file:

•       The desired product.
•       The desired quantity with the sizes.
•      The personalization of each product.

Limitations for sportswear for each type of product:

•       The minimum number of an order for anew club/customer is 12 units.
•      The minimum number of an order for are stocking is 10 units.
•      For products that require a specific setting of the machines (jackets) the minimum number of an order is 15 units.

The same model in children's, men's and women's sizes is considered as one type of product.

4. ACCEPTANCE OF THE QUOTATION

The prices stipulated on the quotation are valid for 3 months from the date of issue. The prices remain firm and non-revisable if the order is validated during this period.

To engage and conclude an agreement with us, the customer must:

a)  Validate the quote, by returning it to TBS by scanned, dated and signed (stamped if possible) email, with themention "good for agreement" which certifies that the Client has read and accepted the present general conditions.

b)  Provide all the graphic elements and information (if necessary) to be able to start the manufacturing of the customized items.

c) To pay the amount due within the agreed time limit.

5. PAYMENT OF THE QUOTATION

The Baseball Shop offers the following terms and conditions:

- By PayPal (with a 2.9% fee), the customer must transfer the amount to our PayPal account using the main email address: info@itrasol.com.

- By "Bank transfer" (free of charge)

The transfer must be made to the bank account of Itrasol UG in Germany:

Deutsche Bank
IBAN: DE57 1007 0124 0030 7595 00
BIC: DEUTDEDB101

To validate the order, it is necessary to transfer 100% of the amount of the quote/invoice within the agreed time limit.

Following the payment, the order, will then be taken (or placed in the production queue) as soon as possible and you will be informed of the validation of the same byan email.

The refusal of payment after acceptance of the quote will open the right for TBS to an indemnity equal to the loss suffered and/or the value of the additional service not paid.

In the case where a payment has been granted in several installments, any late payment from the 31st day of delay compared to the date scheduled for shipment will be subject to late payment penalties calculated according to the legal rules inforce.

The late payment penalty rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 5 points (c.com.art L 441-6, para 3 modified).

The costs of legal proceedings and fees for the collection of unpaid invoices shall be borne by the Customer.

Any sum not paid within the aforementioned time limits, any late payment or unpaid (in the event of return by the bank of the payment vouchers for unpaid) of a sum owed by the Customer will result in the immediate suspension of the current manufacturing process, pending the regularization of the situation. This suspension cannot constitute a cause of liability for TBS.

The customer will not be able to ask for compensation from TBS because of delays following a payment incident.

6.MANUFACTURING AND DELIVERY TIMES FOR PERSONALIZED ITEMS

The delivery time for customized items is a maximum of 12 weeks (from receipt of payment and receipt of all the elements necessary to be able to start production).

As soon as we have all the elements and the payment (as indicated on the quotation), we proceed to place your order in the production queue.

In no case,TBS could not be questioned if a delay is mainly caused by a lack of information or reactivity from the Client.

TBS strives in the interest of the buyer to provide the products as soon as possible, or within the time frame agreed upon with the Customer when signing the quote. Inthe absence of express written agreement, no binding deadline will be deemed agreed upon at the expense of The Baseball Shop.

7. PRICES AND SPECIAL OFFERS

Our sales prices are strictly based on the manufacturing cost at the time of the quotation. These costs are prices previously agreed upon with our various suppliers.

The Baseball shop reserves the right to pass on any new taxes or any increase in existing tax rates without prior notice.

Sales prices include German VAT.

TBS is proud to offer special discount offers for all types of buyers in exchange for advertising.

8.  PERSONALIZED DESIGN

In case the client uses our design, services and asks for a graphic proposal for sports outfits with the effigy of his club, it is absolutely necessary to:

- Provide all the graphic and textual elements necessary for the good realization of the visual, especially in the right usable formats.

- Have the necessary rights on the elements provided. Only the responsibility of the sponsor to be committed in this regard.

- Strictly comply with the technical and creative recommendations made by The Baseball Shop.

- Guarantee TBS against any action that could be brought against it because of the nature of the data or information (text, images, sounds) that would have been provided or chosen by the Customer.

- Inform TBS of a possible competition with other service providers.

- Respect all applicable laws and regulations, including, but not limited to, laws and regulations concerning intellectual property.

- Not violate any obligation of confidentiality or non-disclosure when providing information and allow The Baseball Shop to use them freely and without constraint in the context of its service.

This service is subject to an additional charge only at the time of the first order under the heading of "Clothing charges" and will be up to the unitprice of the desired item.

The actual products may differ slightly from the visual content provided or present on the website.

Except for custom baseball gloves will be spared this extra charge.

The Customer acknowledges and assumes full responsibility for the choices made in the items delivered by TBS.

Any personalization having a text such as a first name, last name etc. provided by the Customer must be previously read and corrected by the Customer himself, no modification or spelling error will be corrected by TBS.

9. SERVICE"ERROR-FREE SIZING"

After receipt of the scanned, dated and signed (stamped if possible) quotation, with the mention "good for agreement" which certifies that the Customer has read and accepted the present general terms and conditions of sale, we will send you by conventional mail some products from our showroom so that you have a marker for taking the players' sizes.

The return costs are at the expense of the customer.

10. SHIPPING

TBS can deliver to any address in the EU. Note that when you use PayPal as payment method, we can only deliver to the registered PayPal address.

A shipping date is not a cut-off date until there is another specific agreement in place.In the event of a shipping delay, the buyer may write to us and propose a feasible shipping date at info@the-baseball-shop.com.

Dispatch will take place from our warehouse in Berlin after receipt of payment of 100%of the invoice.

BY CONVENTIONAL MAIL(INCLUDED)

The exact cost of delivery by conventional mail for your order will be indicated in the validated quote.

We ship your orders from Monday to Saturday. Shipping is done by conventional mail (Deutsche Post, La Poste).

The delivery time in countries members of the European Union, UK, Monaco, Andorra and Switzerland from 4 to 7 days.

If some items of your order are not available but arrive within a few days, we will wait for their arrival in order to send you the complete order.

Please note that if you wish to receive a partial order, please note that additional shipping costs will be charged according to the rates of the postal service and the number of packages.

The shipping costs include the costs of ́packaging. Upon receipt of the package,the buyer is required to check the order and verify the condition of the products.

BY AN EXPRESS SERVICE(WITH ADDITIONAL COSTS)

Express delivery can be requested at the customer's expense. Only in very specific cases and agreed in advance between the two parties, TBS will ensure this cost.

The delivery time in countries members of the European Union, UK, Monaco, Andorra and Switzerland  is 2 days.

Saturday delivery is in most cases possible.

ORDERS RULES BY PAYPAL
PayPal orders can only be shipped to the registered PayPal address.

11. RETURNS

Right of withdrawal: the legal return period according to EU standards is 14 days after receipt of the products.

We accept returns only if we can resell the product in new condition, including in its original packaging. Clothing and equipment must be unwashed, unworn and undamaged.

You must complete the return authorization form provided by TBS. The product must then be returned within 14 days following the return authorization granted by our staff. Some products cannot be returned or exchanged for hygienic reasons.

Custom made equipment cannot be returned or exchanged because their resale capacity is limited.

Return costs are at the expense of the buyer.

Products can be exchanged for another similar one, or we will refund you in the form of a credit for future purchases. After receipt of the product, you will be refunded in the form of a credit for future purchases in the amount of the product originally sold.

The address for product returns is as follows:

ITRASOL UG
Kolonnenstrasse 48 / 49,
10829 Berlin
Deutschland

12. GUARANTEE

TBS is proud to offer you a one (1) year warranty on manufacturing defects. However, the warranty is based on, and limited to, the manufacturer's policy.

In order to benefit from the warranty, you must present the invoice to prove your purchase. The warranty is void if the product is misused or modified in any way.

A copy of the invoice and clear images showing the defect and the location of the defect can be sent to info@the-baseball-shop.comAfter reviewing the images,technical staff may request that the product be returned to our head office fora new physical inspection.

Products cannot be returned without a request previously granted by TBS. We will propose an appropriate solution after product inspection as soon as possible.

After a favorable decision, the different options are delivery of the missing part,repair or replacement of the product.

When replacement is no longer possible, TBS will provide a similar product.

Price reduction or cancellation of the order is only possible when the missing part,repair or replacement of the product is no longer possible due to the production stop by the manufacturer.

If our staff concludes that the product does not meet the warranty criteria, the product will be returned to the customer.

Gloves are laced to prevent breakage. Therefore, broken/worn laces are not covered by the warranty.

13. TRANSPORTATION

We are responsible for the dispatch of packages to our customers, however, obligations to third parties remain in the interest and at the risk of the buyer. The buyer is responsible for costs arising from the carrier's obligations to third parties.

14. MAJOR FORCE

The parties cannot be considered as responsible or having failed to deliver the products within the agreed time limit, when the failure to perform the respective obligations is due to a major force; the contract between the parties shall be suspended until the causes that gave rise to the issue have been extinguished.

Major force takes into account when circumstances, external to the parties, unforeseeable and independent of the will of the parties, take place despite all reasonably possible efforts to prevent them.

Are also considered as major force, the blocking of means of transport or supplies,earthquakes, fires, storms, floods, lightning, pandemic and others.

The party affected by the major force will notify the other within five working days of the date on which it becomes aware of it. Both parties will then agree on the new delivery date.

15. CLAIMS

As stated above, the buyer is responsible for the inspection of the goods upon receipt of the package. Complaints regarding quality, quantity or other defects, if they can be determined during normal inspection, should be reported as soon as possible. If the product does not correspond to the agreement, the buyer is obliged to inform TBS in writing at info@the-baseball-shop.com within 7 days after receipt. The following investigation takes into account the circumstances of the case as well as the nature of the defect. The expertise of the buyer is also taken into account.

Only in case of timely filing of a founded complaint, we will choose to recall the product, to deliver it later or to compensate in the form of a credit for future purchases.

Unless otherwise stated, the goods delivered may differ from the product shown on the website or from the samples or examples provided. We are bound by law to respect our commitment and to obtain the buyer's satisfaction, regardless of small differences (unlikely but possible) in the quantity and quality of the products, or the raw materials and dyes used in the manufacturing processes.

16. CANCELLATION OF THEORDER

In the event of cancellation of the quote by the Client within the first 7 days following the date of the signature on the quote, you will only be charged a handling fee of 25 €.

If the manufacturing work of the products has started (this means that the quote has been validated and that the transfer has been made) TBS will retain the 40 %constituting a compensation for the work already undertaken.

17. RESPONSIBILITY

We cannot be held liable for direct, indirect or other damage to persons or objects as a result of the shipment and use of the products. This includes products with hidden defects. If our responsibility is proven, our liability is limited to the total amount of the items shipped per invoice.

18. RETENTION OF TITLE

If products that have been shipped in accordance with the agreement have not been paid for,we reserve the right of ownership. In the event of late payment, we reserve the right to recall the products without summons, notice or judicial intervention.

19. APPLICABLE LAW

German and European law applies to our agreements. Finally, the competent court shall be the representative of the Berlin court of jurisdiction or the court closest to the buyer's domicile. The application of the Uniform Law on the International Purchase of Goods and the Uniform Law on the International Sale of Goods are excluded.

20. RIGHT OF PUBLICITY

Unless otherwise explicitly mentioned by the Client, notified by mail with acknowledgment of receipt, TBS reserves the right to mention its realization for the Client as a reference in the context of its commercial prospecting,external communications and advertising.

The Customer authorizes TBS to use, for purely demonstrative purposes, the manufactured products.

21. SETTLEMENT OF DISPUTES

Any dispute concerning the interpretation and execution of these general terms and conditions of sale is subject to German and European law. In the absence of an amicable settlement, the Commercial Court of Berlin shall have exclusive jurisdiction for all disputes relating to the interpretation and execution of a contract and its consequences.