TERMS
OF SALE.

These terms govern all supply of custom garments 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.

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

Ashtray Studio retains ownership of its patterns, base garments, and production methods. Clients may only use them for products manufactured by Ashtray Studio.

Where we prepare a Techpack for you, the fee is EUR 50. We invoice it when you submit your project, and we release the Techpack once it is paid. The fee is credited in full against your first production order for that Style. It is not refundable if no production order follows, because the Techpack is delivered to you either way. Three rounds of revision are included; further revisions are EUR 10 each. We may change the Techpack fee at any time, and the fee that applies to your order is the one stated in your quote. On delivery the Techpack document itself becomes yours. You may keep it, and you may use it to have the Style produced elsewhere. What does not transfer is our underlying intellectual property: our base blocks, graded size sets, standard construction methods and any pattern library we developed before or independently of your order. Those remain ours under clause 4.2, and the license in this clause does not extend to them.

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.

One Sample round is included in the price of every production order. Further Sample rounds are 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.

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. 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 four-week schedule published on our website is an estimate measured from your written approval 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.

Risk of goods passes to the client once the order is handed over to the shipping carrier.

Unless agreed otherwise in writing, delivery is DAP (Incoterms 2020) to the address on your order. Risk passes to you on handover to the carrier under clause 9.1. Title passes only on payment in full of all sums due on the order. We handle export documentation. 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. The Techpack fee under clause 4.3 is not refunded on cancellation, and any credit it carried against the order is forfeited.

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, 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.

We may disclose your confidential information to the manufacturers, finishers and carriers performing your order, provided they are bound by obligations no less protective than these.

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.