General terms and conditions
Welcome to Sokkies. Please read these terms and conditions carefully before using our services. By using our services, you agree to these terms and conditions.
ARTICLE 1. | DEFINITIONS
In these general terms and conditions, the following terms, always indicated with a capital letter, are used with the following meanings.
- Sokkies: The user of these general terms and conditions, located at Bijlshoek 6B, 5473 HK in Heeswijk-Dinther, registered in the Trade Register under Chamber of Commerce number 89538226.
- Customer: Any legal entity or natural person acting in the exercise of a profession or business with whom Sokkies has entered into or intends to enter into an Agreement.
- Parties: Sokkies and the Customer collectively.
- Agreement: Any agreement between the Parties under which Sokkies is committed to deliver Products to the Customer.
- Products: The items to be delivered by Sokkies to the Customer under the Agreement, whether or not designed according to the Customer’s specifications, including socks or sample prototypes.
- Written: In addition to traditional written communication, this also includes communication via email or any other form of communication that can be considered equivalent in terms of technological advancements and prevailing societal views.
ARTICLE 2. | GENERAL PROVISIONS
These general terms and conditions apply to every offer made by Sokkies and every Agreement established.
The applicability of any purchase or other general terms and conditions from the Customer is expressly rejected.
Deviations from these general terms and conditions can only be made expressly and in Writing. If and insofar as the express and Written agreements between the Parties deviate from these general terms and conditions, the express and Written agreements between the Parties will prevail.
The nullification or invalidity of one or more provisions of these general terms and conditions or the Agreement as a whole does not affect the validity of the remaining provisions. In such a case, the Parties are obliged to consult each other to agree on a replacement provision for the affected clause, maintaining as much as possible the original intent and purpose of the original provision.
ARTICLE 3. | OFFERS AND ESTABLISHMENT OF AGREEMENTS
Every offer made by Sokkies (including its quotations) is non-binding, even if Sokkies has indicated that the offer is valid for a limited period. Sokkies can revoke its offer immediately, or as soon as possible after it has been accepted by the Customer.
The provision in Article 4 applies to offers concerning sample prototypes. For other Products, a minimum order quantity of 50 pairs per order is required.
The Customer cannot derive any rights from an offer from Sokkies that contains an apparent error or mistake.
An Agreement is established, notwithstanding the provision of paragraph 1, at the moment the Customer accepts Sokkies’ offer, possibly in the manner designated by Sokkies.
An offer from Sokkies does not automatically apply to subsequent agreements between the Parties. However, unless modified, these general terms and conditions apply to subsequent agreements without Sokkies needing to present these terms and conditions again to the Customer.
If the Customer enters into the Agreement on behalf of another natural or legal person, they declare that they are authorized to do so. The Customer is jointly and severally liable with this (legal) person for all obligations arising from that Agreement.
ARTICLE 4. | SAMPLE PROTOTYPES AND TOLERANCES
The colors of the Products shown in Sokkies’ offer, on Sokkies’ website, or otherwise by Sokkies may slightly differ from the colors of the Products actually delivered. The Customer may request a sample prototype of the Products to assess the actual colors. The Customer may also request a sample prototype of Products designed according to the Customer’s specifications to assess the final design. Additionally, the Customer may request a sample prototype to evaluate the material of the Products.
The provision in Article 3.1 applies correspondingly to Sokkies’ offer to provide sample prototypes. Sokkies is never obligated to provide sample prototypes, except where Sokkies has confirmed the Customer’s request for a sample prototype by email or otherwise in Writing.
If the Parties agree that Sokkies will provide a sample prototype of Products designed according to the Customer’s specifications, the Customer owes Sokkies €50 (excluding VAT) to cover design costs. If the Parties subsequently agree that the Customer will purchase at least 250 pairs of the respective Products, the aforementioned design costs will be deducted from the purchase price of the relevant Products.
If the Customer has been given the opportunity to receive a sample prototype and does not make use of it, the Customer cannot later claim that the delivered Products slightly differ from the characteristics indicated or shown in Sokkies’ offer, on the website, or elsewhere by Sokkies, such as in terms of color and material. Such minor deviations do not provide grounds for the Customer to suspend obligations under the Agreement, dissolve the Agreement, or claim compensation or any other form of reparation.
ARTICLE 5. | CANCELLATION OF THE AGREEMENT
Every Agreement is binding after its conclusion. If the Customer wishes to cancel the Agreement, they remain obligated to pay the full agreed price.
ARTICLE 6. | CUSTOMER’S INFORMATION OBLIGATIONS
The Customer is required to provide all information (including any files and specifications) that is reasonably relevant for the setup and execution of the Agreement, as soon as necessary for the setup or execution of the Agreement, in full, and in the manner possibly indicated by Sokkies. The Customer guarantees the accuracy of all information provided to Sokkies. Sokkies is never liable for damages resulting from inaccurate or incomplete information provided by the Customer.
ARTICLE 7. | DELIVERY OF THE PRODUCTS
Delivery of the Products takes place by delivery to the delivery address provided by the Customer. If no delivery address is provided, the invoice address is considered the delivery address.
The risk of loss and damage to the Products transfers to the Customer when the Products are received by or on behalf of the Customer.
Exceeding the agreed delivery period never entitles the Customer to refuse to accept the Products and/or to withhold payment of the purchase price.
If the Products could not be delivered due to a circumstance attributable to the Customer, Sokkies is entitled to store the Products at the Customer’s expense and risk, without prejudice to the Customer’s obligation to pay the amount due under the Agreement to Sokkies. The additional costs incurred due to non-receipt will be borne by the Customer.
ARTICLE 8. | DELIVERY TIMES
The average delivery time is five weeks after the Agreement is established. However, all delivery times to which Sokkies is committed to the Customer are indicative, non-fatal deadlines. Sokkies is not in default until the Customer has sent Sokkies a Written notice of default, in which a reasonable period for performance is specified, and Sokkies has still failed to deliver after this period has expired. Whether the term specified by the Customer in the notice of default is reasonable will be determined on the basis of objective criteria and all circumstances of the case. Sokkies is not bound by an unreasonable term set by the Customer.
Sokkies’ default entitles the Customer to dissolve the Agreement for the part affected by the default, but never to claim additional damages.
ARTICLE 9. | INSPECTION AND COMPLAINTS
The Customer is required to inspect the Products immediately upon delivery to determine whether the delivery conforms to the Agreement. If the delivered Products, in the opinion of the Customer, do not conform to the Agreement, the Customer must notify Sokkies immediately.
If the Customer fails to lodge a complaint in time, Sokkies is not obliged to honor any obligation or liability arising from such a complaint.
Even if the Customer complains in a timely manner, the obligation to pay in a timely manner remains in force.
Products may never be returned without prior Written consent from Sokkies.
ARTICLE 10. | FORCE MAJEURE
Sokkies is not obliged to fulfill any obligation under the Agreement if and for as long as it is hindered from doing so by a circumstance that, under the law, a legal act, or societal norms, cannot be attributed to Sokkies (force majeure). Force majeure includes, but is not limited to, external causes beyond Sokkies’ control that make the performance of the Agreement impossible or significantly more difficult, including but not limited to import and transport restrictions, epidemics, pandemics, war and threats of war, and errors and shortcomings of suppliers of Sokkies.
If the force majeure situation makes the fulfillment of the Agreement permanently impossible or lasts or will last longer than three months, both Parties are entitled to dissolve the Agreement with immediate effect.
If Sokkies has already partially fulfilled its delivery obligations or can only partially fulfill them when the force majeure situation arises, it is entitled to claim payment for the part already delivered or still to be delivered.
Damages arising from force majeure are never eligible for compensation.
ARTICLE 11. | SUSPENSION AND DISSOLUTION
Sokkies is entitled, if reasonably justified by the circumstances of the case, to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part with immediate effect if the Customer fails to fulfill its obligations under the Agreement (including the provisions of these general terms and conditions), or if circumstances that have come to Sokkies’ knowledge after the Agreement has been concluded give good reason to fear that the Customer will not fulfill its obligations. If the non-fulfillment of the Customer’s obligations is not permanently impossible, the right to dissolve the Agreement arises only after the Customer has been given Written notice of default, in which a reasonable period is specified within which the Customer can fulfill its obligations, and this period has expired without compliance.
If the Customer liquidates its business, transfers it to a third party, becomes insolvent, applies for (provisional) suspension of payments, becomes subject to a legal debt restructuring scheme, has assets seized, or is otherwise unable to freely dispose of its assets, Sokkies is entitled to dissolve the Agreement with immediate effect, unless the Customer has already provided sufficient security for the fulfillment of its payment obligations under the Agreement, or does so immediately upon first request by Sokkies.
Sokkies is also entitled to dissolve the Agreement in whole or in part if circumstances arise that make fulfillment of the Agreement impossible or if unaltered continuation of the Agreement can no longer reasonably be required.
The Customer is never entitled to claim any form of compensation in connection with Sokkies’ exercise of the right to suspend or dissolve the Agreement under this article.
If the suspension or dissolution of the Agreement is attributable to the Customer, the Customer is liable for the damage suffered by Sokkies as a result of the suspension or dissolution.
If Sokkies dissolves the Agreement under this article, all outstanding claims against the Customer become immediately due and payable.
ARTICLE 12. | PRICES AND PAYMENTS
All amounts quoted by Sokkies and owed by the Customer to Sokkies are exclusive of VAT, unless expressly stated otherwise in Writing.
If, between the time the Agreement is established and the delivery of the Products, there are price increases for cost-determining factors such as purchase prices or transport costs, Sokkies is entitled to pass on these price increases to the Customer.
Unless expressly agreed otherwise in Writing, the Customer is required to make full advance payment of the agreed price. As long as the Customer is in default of paying an already due and payable amount to Sokkies, Sokkies is not obliged to further execute the Agreement.
Payments must be made by bank transfer within the period specified by Sokkies. Sokkies uses a standard payment term of 14 days after the invoice date but may deviate from this in individual cases.
Sokkies is entitled to make the invoice available to the Customer exclusively by email.
If payment is not made on time, the Customer is automatically in default. From the day the Customer’s default commences, the Customer owes interest of 2% per month on the outstanding amount, whereby part of a month is counted as a whole month.
All reasonable costs, including legal, extrajudicial, and execution costs, incurred to collect the amounts owed by the Customer to Sokkies are borne by the Customer.
If the Customer opts for express delivery and delays occur due to circumstances not attributable to Sokkies, such as force majeure under Article 10, the Customer is not entitled to a refund of the express delivery costs, as Sokkies remains irrevocably liable to the carrier for these costs.
ARTICLE 13. | LIABILITY AND INDEMNIFICATION
Sokkies is never liable for damage caused by an inaccuracy or incompleteness in the information provided by the Customer. Furthermore, Sokkies is never liable for damage resulting from any other failure by the Customer to fulfill their obligations under the law or the Agreement, or from any other circumstance not attributable to Sokkies.
Sokkies is never liable for consequential damages, including lost profits, incurred losses, and damages due to business interruption.
If Sokkies is liable for any damage despite these general terms and conditions, it always has the right to remedy this damage. The Customer must give Sokkies the opportunity to do so, failing which any liability on the part of Sokkies in this regard lapses.
Sokkies’ liability is limited to the repair or replacement of the Products, or the provision of the missing items. If repair, replacement, or provision of the missing items is not possible, Sokkies’ liability is limited to the invoice value of the Agreement, or that part of the Agreement to which Sokkies’ liability relates.
The limitation period for all legal claims and defenses against Sokkies is one year.
If the Customer provides Sokkies with logos, images, texts, etc. for the execution of the Agreement, which are protected by copyright or any other intellectual property right, the Customer guarantees that no infringement of third-party intellectual property rights is made and indemnifies Sokkies from any consequences arising from the use, reproduction, or reproduction thereof. If Sokkies is held liable by third parties in this regard, the Customer is required to assist Sokkies both in and out of court and to immediately take all measures reasonably expected of them. If the Customer fails to take adequate measures, Sokkies is entitled, without further notice of default, to take such measures itself. All costs and damages incurred by Sokkies and third parties as a result are borne entirely by the Customer.
ARTICLE 14. | RETENTION OF TITLE
All Products delivered by Sokkies remain its property until the Customer has fulfilled all payment obligations under the respective Agreement.
The Customer is prohibited from selling, pledging, or otherwise encumbering the Products subject to retention of title.
If third parties seize the Products subject to retention of title, or wish to establish or assert rights over them, the Customer is obliged to inform Sokkies as soon as possible.
The Customer unconditionally authorizes Sokkies or third parties designated by Sokkies to enter all locations where the Products subject to retention of title are located. Sokkies is entitled to repossess these Products in the event of the Customer’s default. All reasonable costs associated with this are borne by the Customer.
If the Customer fulfills their obligations after the Products have been delivered by Sokkies, the retention of title revives for these Products if the Customer subsequently fails to meet their obligations under a later Agreement.
ARTICLE 15. | FINAL PROVISIONS
Sokkies is entitled to amend these general terms and conditions. In such a case, the Customer will be notified, the amended general terms and conditions will be provided, and they will apply thereafter.
Sokkies is entitled to transfer its rights and obligations under the Agreement to a third party.
Dutch law exclusively applies to every Agreement and all legal relationships arising from it between the Parties.
The Parties will not refer any dispute to the courts until they have made every effort to resolve it through mutual consultation.
In the first instance, only the competent court within the district of the East Brabant court has jurisdiction to hear any legal disputes between the Parties, without prejudice to Sokkies’ right to designate another legally competent court.
