Terms & Conditions – TheOctanBro’s S.à r.l.s

Last updated: 1st January 2025

These General Terms and Conditions of Sale (hereinafter “Terms”) apply to all sales of products, services, and digital products provided by TheOctanBro’s S.à r.l.s, including textile production, customization, branding, design, consulting, and marketing services carried out directly or through its partner Brand.UP.

Placing an order implies the Client’s full and unconditional acceptance of these Terms, to the exclusion of any other document.

Article 1 – Company Information

1.1 These Terms & Conditions (“Terms”) form the legally binding agreement governing all sales, services, and digital products provided by TheOctanbro’s S.à r.l.s. By placing an order or using Octanbro’s services, the client (hereinafter “you” or “the customer”) expressly acknowledges and accepts these Terms in full and without reservation.

1.2 TheOctanBro S.à r.l.s is registered in Luxembourg under RCS number B277863, VAT number LU35028166, with it registered office at 233, rue Pierre Gansen, L-4570 Niederkorn, Luxembourg. The company is legally represented by its Director manager, Mr. Kevin Tucci.

1.3 All correspondence related to these Terms must be addressed to info@octanbro.com.

1.4 Any dispute or claim arising from these Terms shall fall under the exclusive jurisdiction of the courts of Luxembourg, unless mandatory consumer protection laws require otherwise.

Article 2 – Scope of Services

2.1 Octanbro provides the production and supply of textiles (blank or customized), personalization services (printing, embroidery, labeling, packaging), strategic brand support (design, logo, identity, and marketing), as well as digital products (eBooks, guides, consulting).

2.2 Sales are primarily conducted on a B2B basis, but B2C transactions with individual consumers are also possible under these Terms. For consumers, statutory rights apply. In particular, the right of withdrawal does not apply to personalized or made-to-order goods.

2.3 Services purchased from Octanbro’s partner Brand.UP are exclusively governed by Brand.UP’s own Terms & Conditions. Octanbro shall not be held liable for any claim, defect, or loss arising from Brand.UP’s services, even when offered jointly.

2.4 No contradictory terms or purchasing conditions from the client shall apply, unless expressly accepted in writing by Octanbro.

Article 3 – Quotations & Orders

3.1 Quotations issued by Octanbro are valid for thirty (30) calendar days unless otherwise specified.

3.2 An order becomes binding only after written acceptance of the quotation (including email confirmation) and payment of the required deposit.

3.3 The client must provide all necessary, accurate, and complete information prior to the issuance of a quotation. Any modification or late communication of information may result in delays and/or additional costs fully borne by the client. Octanbro declines responsibility for delays, additional costs, or defects resulting from incomplete, inaccurate, or late information.

3.4 Once production has commenced, the order is final, irrevocable, and cannot be cancelled. The deposit paid remains acquired by Octanbro as compensation in case of cancellation by the client.

Article 4 – Prices & Payment Terms

4.1 All prices are expressed in euros (EUR), excluding VAT, transport, customs, insurance, and banking fees unless otherwise stated. Upon request, Octanbro may issue quotations and invoices on an “all-inclusive” basis, incorporating some or all of these costs (such as shipping, customs clearance, or insurance), provided this is expressly agreed in writing. Prices may be revised in case of significant variations in raw material costs, transport fees, or currency fluctuations.

4.2 Payment schedules are as follows:

• 4.2.1 Samples & development: 50% upon order, 50% before shipment.
• 4.2.2 Bulk production: 50% upon order, 50% before shipment.
• 4.2.3 Textile + Branding + Marketing packs: 50% upon order, 50% before final delivery.

No work will commence until the deposit has been received in full.

4.3 The client, whether professional (B2B) or consumer (B2C), has a maximum of fourteen (14) calendar days from acceptance of the quotation or invoice by email to pay the required deposit. After this period, Octanbro reserves the right to consider the order null and void and/or apply the late payment penalties provided in these Terms.

4.4 Late payments:

• B2B: In case of late payment, interest at the rate of eight percent (8%) per annum shall
  apply, in accordance with Directive 2011/7/EU and Luxembourg law, without prejudice to
  additional damages. A lump-sum indemnity of fifteen percent (15%) of the outstanding
  balance, with a minimum of €250, shall be payable automatically.
• B2C: In case of late payment by a consumer, interest shall apply at the legal rate in force in
  Luxembourg, plus a fixed indemnity of €40, in accordance with EU regulations.

4.4.3 All banking and transfer fees are borne exclusively by the client, unless otherwise mandatorily required by applicable law.

4.5 Goods remain Octanbro’s property until full payment is made. However, the risks of loss, theft, or deterioration are transferred to the client upon delivery. In case of non-payment, Octanbro may repossess the goods without notice.

Article 5 – Production & Delivery

5.1 Delivery times are indicative and may vary depending on raw materials, customs, transport, or force majeure. Delivery times do not constitute a strict obligation of result. No delay shall entitle the client to cancel the order or claim damages without Octanbro’s prior written agreement.

5.2 Delays caused by the client’s late approvals, missing information, or lack of timely responses shall not be attributed to Octanbro.

5.3 Delivery occurs when goods are handed over to the carrier. At that point, risks of loss, theft, or damage transfer to the client, even if Octanbro retains ownership until full payment is made. The client must arrange adequate insurance.

5.5 Delivery & Incoterms Conditions By default, Octanbro delivers products under DDP (Delivered Duty Paid) conditions, which include transport, insurance, export and import customs clearance, and the payment of applicable duties and taxes. The cost of this service is either included in the total order price (TTC) or invoiced separately under the heading “Logistics Service / DDP Delivery”, as specified in the quotation or invoice. The client acknowledges that this service constitutes a distinct provision separate from textile supply and accepts that its cost shall be added to the price of the products. The cost may be adjusted if customs or transport fees increase between the quotation and shipment. Octanbro retains ownership of the goods until their effective delivery to the address specified by the client and full payment of the invoice.

Article 6 – Reception & Complaints

6.1 The client must inspect the goods immediately upon receipt and record any reservations on the delivery note if necessary.

6.2 Complaints for visible defects must be submitted in writing, supported by photo or video evidence, within five (5) calendar days following receipt.

6.3 Complaints for hidden defects must be submitted in writing, supported by evidence, within ten (10) calendar days following their discovery. These provisions do not limit the mandatory legal rights of consumers (B2C).

6.4 Samples (prototypes, pre-series) are expressly excluded from any complaint, refund, or compensation.

6.5 In case of a justified complaint, Octanbro shall determine, at its sole discretion, the appropriate remedy: replacement, correction, or partial credit. No full refund will be granted, except where legally mandatory for consumers.

6.6 The client remains obliged to respect payment deadlines, even in case of complaint or dispute. Uncontested amounts remain immediately payable, and the client may not apply any set-off or withholding without Octanbro’s prior written consent.

Article 7 – Branding, Design & Marketing Packs

7.1 Packs are defined and priced in detailed quotations. Acceptance and deposit constitute firm commitment.

7.2 Deliverables are provided in agreed formats (PDF, PNG, JPEG, vector if specified).

7.3 Each pack includes two (2) revisions maximum. Extra revisions are invoiced separately. Lack of response within ten (10) calendar days after delivery presentation constitutes tacit approval, and Octanbro may invoice the balance and close the project.

7.4 Source files (AI, PSD, INDD, etc.) are not delivered unless expressly stipulated. The transfer of source files may be subject to a separate written agreement and additional fee.

7.5 Exclusions: packs do not include non-textile printing, domain names, hosting, third-party licenses, or advertising budgets.

7.6 Cancellation: deposits remain acquired by Octanbro. A minimum of fifty percent (50%) of the total pack remains due, even in case of early termination by the client for personal convenience.

7.7 Octanbro undertakes an obligation of means, not results. Commercial success, visibility, or sales performance are never guaranteed.

7.8 The client is solely responsible for the legality of all content provided (logos, photos, texts, slogans).

Article 8 – Quality Control & Liability

8.1 Minor variations in size, colour, grammage, or material (±10%) are standard in textiles and do not constitute a defect.

8.2 Octanbro’s liability is strictly limited to the invoice value (excluding VAT) of the defective goods concerned.

8.3 Octanbro shall under no circumstances be liable for indirect damages, including but not limited to lost profits, lost contracts, loss of opportunity, loss of data, or damage to reputation.

8.4 Errors resulting from client-provided instructions, specifications, or files are the sole responsibility of the client.

8.5 Octanbro disclaims liability for damages caused by improper washing, maintenance, or misuse of the products.

Article 9 – Intellectual Property

9.1 All creations, patterns, labels, designs, and logos developed by Octanbro remain its property until full payment is made.

9.2 After settlement, the client obtains a non-exclusive, non-transferable license limited to the contractual use defined in the quotation or agreement.

9.3 Any full and exclusive transfer of intellectual property rights must be the subject of a separate written agreement and additional remuneration.

9.4 Octanbro may use non-confidential productions for marketing purposes (portfolio, social media, website) unless a confidentiality agreement has been expressly signed prior to the order.

9.5 Octanbro may retain samples or surplus items without obligation of return.

Article 10 – Digital Products

10.1 Digital products (eBooks, guides, templates) are non-refundable once delivered or downloaded. The client expressly acknowledges that the right of withdrawal does not apply to immediately accessible digital products, in accordance with EU law.

10.2 Licenses are personal, non-exclusive, and non-transferable.

10.3 Redistribution, resale, or public dissemination is strictly forbidden. Any violation may result in immediate termination of the license, claims for damages, and/or civil or criminal proceedings.

Article 11 – Confidentiality

11.1 Both Octanbro and the client undertake to keep confidential all non-public information exchanged in the context of their business relationship.

11.2 At the client’s request, Octanbro may sign a Non-Disclosure Agreement (NDA).

11.3 In the absence of an NDA, confidentiality obligations remain fully applicable.

11.4 These confidentiality obligations shall survive the termination or expiration of the contractual relationship.

11.5 Confidentiality does not apply to information already public, lawfully obtained from a third party, or required to be disclosed by law or court order.

Article 12 – Data Protection & Cookies

12.1 Octanbro processes personal data in compliance with the General Data Protection Regulation (GDPR).

12.2 Personal data is used exclusively for processing orders, service delivery, and marketing with the client’s consent. Data is never sold or transferred to third parties without explicit consent.

12.3 Clients may exercise their rights of access, correction, deletion, or objection by contacting info@octanbro.com.

12.4 Octanbro’s website uses cookies for functionality, analytics, and advertising. Cookies requiring consent are only activated after acceptance by the user via the cookie banner. Refusal of cookies may limit site functionality.

Article 13 – Warranty Disclaimer

13.1 Octanbro guarantees conformity only with the specifications validated in the quotation and approved samples.

13.2 No additional warranty is provided. In particular, no warranty is given regarding durability, performance, or suitability for a specific purpose, unless expressly agreed in writing.

13.3 Mandatory legal warranties applicable to consumers (such as the EU conformity guarantee)
remain unaffected by these Terms.

Article 14 – Force Majeure

14.1 Octanbro shall not be liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, government measures, strikes, wars, pandemics, supply shortages, transport blockages, or export restrictions.

14.2 If a force majeure event lasts more than sixty (60) consecutive days, Octanbro may terminate the contract without indemnity, and deposits already paid shall remain acquired.

Article 15 – Termination

15.1 Octanbro may, with immediate effect and without prior notice, suspend or terminate any order where payments are overdue, the client breaches these Terms, or the client provides unlawful or infringing materials.

15.2 Termination does not relieve the client of its obligation to pay outstanding amounts. Deposits remain acquired by Octanbro, and all amounts due up to the date of termination remain payable in full.

Article 16 – Governing Law, Language & Jurisdiction

16.1 These Terms are governed exclusively by Luxembourg law.

16.2 Disputes shall first be submitted to mediation. Mediation shall not prevent Octanbro from initiating urgent legal action, such as recovery proceedings or protective measures.

16.3 If mediation fails, disputes shall be referred to the Luxembourg Arbitration Center.

16.4 Failing arbitration, jurisdiction lies exclusively with the courts of Luxembourg-City, even in the event of multiple defendants or third-party claims.

16.5 In case of conflict between translations, the English version shall prevail. For consumer contracts, the language of the consumer’s country of residence may prevail where required by law.

Article 17 – Severability & Entire Agreement

17.1 If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

17.2 These Terms constitute the entire agreement between Octanbro and the client and override any prior communication or conflicting document unless expressly agreed in writing and signed by Octanbro.

17.3 The failure of Octanbro to enforce any provision of these Terms shall not be construed as a waiver of its right to enforce it later.

Article 18 – Amendments

18.1 Octanbro reserves the right to amend these Terms at any time.

18.2 Amendments shall only apply to future orders. The version of the Terms applicable is the one published on www.octanbro.com at the date of the client’s order.

Legal Notice – Octanbro

Website Publisher
Company Name: TheOctanBro’s S.àr.l.s
Registered Office: 233, rue Pierre Gansen, L-4570 Niederkorn, Luxembourg
RCS Luxembourg: B277863
VAT Number: LU35028166
Email: info@octanbro.com
Phone: +352 661 22 70 22

Publication Director
Responsible Person: Kevin Tucci – Director Manager

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

• By email: info@octanbro.com 
• By visiting this page on our website: https://www.octanbro.com