TERMS
OF SALE.

These terms govern all supply of custom garments and Techpacks by SIA Ashtray, registration number 40203486859, VAT number LV40203486859, trading as Ashtray Studio, of Dārza iela 46-19, Liepāja, LV-3401, Latvia (“we”, “us”, “our”) to the customer placing the order (“you”).

We supply on a business-to-business basis. By placing an order you confirm that you are acting for purposes relating to your trade, business or profession.

These terms apply to every quote, order and delivery. Any terms you put forward, whether in a purchase order or elsewhere, do not apply unless we have accepted them in writing and signed by us.

Nothing in these terms excludes liability that cannot be excluded under Latvian law.

All products are custom-made. Orders are only accepted once a deposit is received.

A quote is valid for 30 days from the date we issue it, unless it says otherwise. A quote is an invitation to order, not an offer. A binding contract is formed only when we acknowledge your order in writing and your deposit has cleared. We may decline any order before that point. This clause applies to production orders. The work covered by a Stitch Lab fee or a development fee under clause 4.3 is a separate contract, formed when the Stitch Lab fee is paid or the development quote is accepted.

Clients retain rights to their own artwork, logos, and designs.

Ashtray Studio retains ownership of its base blocks, standard graded size sets, base garments, standard construction methods and production methods, and of any pattern library we developed before or independently of your order. Clause 4.3 sets out what becomes yours and how you may use it.

How the Techpack is handled depends on how your garment comes to us. For a garment you configure and submit through Stitch Lab, our online garment builder, a Stitch Lab fee of EUR 50 plus VAT (EUR 60.50 including Latvian VAT at 21%) applies to each Style, whatever the number of colors you order it in. It is paid by card through our payment provider when you submit the Style, and it covers preparing the Techpack for that Style from your selections and delivering it to you. The fee assumes you give us everything we need to prepare it, including measurements and your design files in the formats we ask for (vector AI, PDF or SVG with text outlined, or a 300 dpi PNG at print size). If anything is missing or needs work, we can help as an additional service, quoted before we proceed. The Stitch Lab fee is not credited against production and is not refundable, whether or not a production order follows. For Custom Development, where we develop a garment from your mockup, sketch, reference or description, the development fee is priced individually for your project and quoted before any work begins. It is invoiced when you accept the quote, it is not credited against production, and it is not refundable, whether or not a production order follows, because the Techpack is delivered to you either way. Three rounds of revision are included; further revisions are priced individually and quoted before we proceed. Where you supply your own production-ready Techpack, we review it free of charge and there is no Techpack or development fee; we tell you what needs adjusting, and any changes you ask us to make to it are quoted before we proceed. We may change our fees at any time, and the fee that applies to your order is the one stated in your quote or, for the Stitch Lab fee, the one shown when you pay. A Techpack we deliver to you is released once any fee due is paid, and on delivery it becomes yours. Any pattern we develop specifically for your order, including its grading, becomes yours once the fees for that work are paid, and we send you its pattern files on request. You may keep the Techpack and those patterns and use them to have the Style produced by any manufacturer, with no further fee to us. Where your Style is built on our base blocks, graded size sets or pattern library, which remain ours under clause 4.2, you may use them for that Style only, including by passing them to the manufacturer that produces it, but not for other Styles and not to sell or license them to anyone else.

Clients must approve all design files, mockups, or samples before production.

Once approved, Ashtray Studio is not responsible for errors in design, logos, or details provided by the client.

Sampling is quoted to you before it begins and is paid separately: the sample fee is due before we start the Sample. When a production order for the same Style is formed under clause 3.2, EUR 50 of the fee for that Style's first Sample, before VAT, or that whole fee if it is less, is credited against the balance of that order. The credit applies once per Style, however the Style came to us. The rest of the sample fee is not credited, no part of it is refunded if no production order follows, and if that production order is cancelled under clause 11.3 the credit lapses. Each further Sample round is charged at cost plus shipping, quoted before we proceed. Techpack revisions are separate and are covered by clause 4.3. Production begins only on your written approval of a Sample. If you approve a Sample, we are not liable for any characteristic of the production run that was present in the approved Sample.

A deposit of 50% is required to start production. The balance must be paid before shipment. Payments are non-refundable once production has started, except as clauses 10.0, 11.4 and 11.5 provide.

All prices are exclusive of VAT. Latvian VAT is charged on domestic supply. For customers VAT-registered in another EU member state who supply a valid VAT number, supply is zero-rated and the reverse charge applies. The Stitch Lab fee is charged with 21% Latvian VAT at payment; for these customers we refund the VAT after checking the VAT number, and that refund is separate from the fee itself. Supplies outside the EU are zero-rated as exports, and you are responsible for any import VAT and duty at destination. Invoices are payable on the terms stated on them. On overdue sums we may charge interest at the statutory rate for commercial transactions under Latvian law, accruing daily from the due date until payment, and we may suspend production on any open order until the account is settled.

Manufacturing begins only after confirmation and payment of the deposit. Delivery times are estimates only. Delays due to customs, shipping carriers, or external factors are outside our control.

The lead times published on our website are estimates measured from your written approval of our quote or, for Custom Development, of the Techpack, not from first enquiry. Time is not of the essence. If you change the specification after approval (fabric, color, construction, trims, quantity or labeling) the schedule restarts from the date we confirm the change, and any resulting cost is quoted to you before we proceed.

The delivery terms for your order, including the Incoterms 2020 rule that applies and when risk passes to you, are agreed in your quote.

If your quote states no delivery terms, delivery is DAP (Incoterms 2020) to the address on your order, except that risk passes to you once the order is handed over to the shipping carrier. Title passes only on payment in full of all sums due on the order. We handle export documentation. Unless your quote says otherwise, import duties, taxes and customs clearance at destination are yours, as is any cost arising from your failure to provide information needed for clearance.

Because we supply business to business, the statutory right of withdrawal for distance contracts does not apply to your order.

For the avoidance of doubt, if a consumer places an order, goods manufactured to their specification and not pre-fabricated are exempt from the statutory withdrawal right.

You may cancel before we begin production by written notice. We will refund your deposit less any costs we have committed on your behalf, and less any revision fees already incurred under clause 4.3. Any development fee or Stitch Lab fee under clause 4.3 and any sample fee under clause 5.3 are not refunded on cancellation.

Once production has begun, cancellation is at our discretion. If we agree, you remain liable for fabric cut or reserved for your order, trims and labels ordered to your specification, labour performed to the date of cancellation, and any non-recoverable third-party costs. We will set these out and refund any balance of your deposit.

We may cancel and refund your deposit in full if we cannot source the specified fabric or trim, or if production becomes impossible for reasons outside our control.

Each party will keep the other's confidential information confidential, use it only to perform the order or as clause 4.3 allows, and protect it with at least the care it applies to its own.

Confidential information includes your unreleased designs, artwork, Techpacks, sales plans and pricing, and our pricing, supplier identities, patterns and production methods, other than the Techpack and patterns that become yours under clause 4.3.

We may disclose your confidential information to the manufacturers and finishers producing your order, as far as they need it and provided they are bound by obligations no less protective than these, and we give your delivery details to the freight forwarders and carriers that deliver it.

These obligations do not apply to information that is public through no breach, was already lawfully held, or must be disclosed by law or a competent authority.

These obligations continue for three years after the last order between us.

We may show finished garments we have produced for you in our portfolio and marketing, including photographs, unless you tell us in writing not to. We will not show any Style before you have released it publicly, and we will never disclose your pricing.