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.

General terms and conditions Sokkies

ARTICLE 1. | DEFINITIONS 

In these terms and conditions, the following terms, always capitalised, are used with the following meanings.

1. Sokkies: the user of these general terms and conditions, established at Bijlshoek 6B, 5473 HK in Heeswijk-Dinther, registered in the Trade Register under KvK number 89538226.

2. Customer: any legal entity or natural person acting in the exercise of a profession or business, with whom Sokkies has concluded or intends to conclude an Agreement.

3. Parties: Sokkies and the Customer jointly.

4. Agreement: any agreement between the Parties under which Sokkies has undertaken towards the Customer to supply Products.

5. Products: the goods to be delivered by Sokkies to the Customer within the framework of the Agreement, concerning socks designed or not according to the Customer's specifications, or samples thereof.

6. Written: in addition to traditional written communication, communication by e-mail or any other means of communication which, in view of the state of the art and accepted social practices, can be equated with such communication.

ARTICLE 2. | GENERAL PROVISIONS 

1. These general terms and conditions apply to every offer made by Sokkies and every Agreement concluded.

2. The applicability of any purchasing or other general terms and conditions of the Customer is expressly rejected.

3. The provisions of these General Terms and Conditions may only be deviated from expressly in Writing. If and insofar as that which the Parties have expressly agreed in Writing deviates from the provisions of these general terms and conditions, that which the Parties have expressly agreed in Writing shall apply.

4. Destruction or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the remaining clauses. In such a case, the Parties shall be obliged to enter into mutual consultation in order to reach a replacement arrangement in respect of the affected clause. In doing so, the purpose and purport of the original stipulation will be observed as much as possible.

ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS 

1. Every offer made by Sokkies (including its quotations) is without obligation, even if it is indicated by Sokkies that the offer is valid for a certain time only. Sokkies can still revoke its offer without delay, or at least as soon as possible after its acceptance by the Customer.

2. The offer of samples shall be subject to the provisions of Article 4. For the supply of other Products, a minimum order of 30 pairs per order applies.

3. The Customer cannot derive any rights from an offer by Sokkies that contains an obvious error or mistake.

4. Each Agreement, without prejudice to the provisions of paragraph 1, comes into effect at the moment the offer by Sokkies, in the manner designated by Sokkies, if any, is accepted by the Customer.

5. An offer from Sokkies does not automatically apply to any follow-up agreements between the Parties. However, insofar as no changes are made therein, these General Terms and Conditions do also apply to follow-up agreements without Sokkies being obliged to provide these General Terms and Conditions to the Customer each time.

6. If the Customer enters into the Agreement in the name of another natural or legal person, he declares that he is authorised to do so by entering into the Agreement. The Customer, in addition to this (legal) person, shall be jointly and severally liable for the performance of all obligations arising from that Agreement.

ARTICLE 4. | SAMPLES AND TOLERANCES 

1. Colours of the Products to be delivered displayed in Sokkies' offer, on the Sokkies website or otherwise by Sokkies, may differ slightly from the colours of the Products actually delivered. The Customer can request a trial sample of the Products in order to assess the actual colours. The Customer may also request a trial sample of Products to be designed according to the Customer's specifications in order to assess the result of the final design. In addition, the Customer may request a trial sample in order to assess the material of the Products.

2. The provisions of Article 3.1 apply accordingly to Sokkies' offer to supply trial samples. Sokkies is never obliged to deliver trial samples, except insofar as Sokkies has confirmed a request from the Customer to deliver a trial sample by e-mail or otherwise In Writing.

3. If the Parties agree that Sokkies provides a trial sample of Products to be designed according to the Customer's specifications, the Customer shall owe Sokkies €50 (excluding VAT) to cover the design costs. If the Parties subsequently agree that the Customer purchases at least 250 pairs of the Products in question, the aforementioned design costs will be deducted from the purchase price of the Products in question.

4. If the Customer was given the opportunity by Sokkies to receive a trial sample of the Products and the Customer did not make use of it, the Customer cannot claim, after the delivery of the Products, that the delivered product deviates to a minor extent from the characteristics of the Products stated and/or displayed in Sokkies' offer, on Sokkies' website or otherwise by Sokkies, such as in terms of colour and material. Such minor deviations do not provide the Customer with any grounds to suspend its obligations under the Agreement, to dissolve the Agreement, or to claim damages or any other compensation.

ARTICLE 5. | CANCELLATION OF THE AGREEMENT 

Each Agreement is binding once it has been concluded. If the Customer wishes to cancel the Agreement, he shall remain liable for the full agreed price.

ARTICLE 6. | INFORMATION OBLIGATIONS OF THE CUSTOMER 

The Customer is obliged to provide Sokkies with all information (including any files and specifications) that is reasonably relevant for the set-up and execution of the Agreement, as soon as possible as required for the set-up or execution of the Agreement, in full and in the manner indicated by Sokkies for that purpose. The Customer guarantees the accuracy of all information it provides to Sokkies. Sokkies is never liable for damage as a result of incorrect or incomplete information provided by the Customer.

ARTICLE 7. | DELIVERY OF THE PRODUCTS 

1. Delivery of the Products shall take place by their delivery to the delivery address provided by the Customer. If no delivery address is provided by the Customer, the billing address shall be deemed to be the delivery address.

2. The risk of loss and damage to the Products shall pass to the Customer upon receipt of the Products by or on behalf of the Customer.

3. If the agreed delivery period is exceeded, the Customer is never entitled to refuse to take delivery of the Products and/or pay the purchase price, without prejudice to the provisions regarding Sokkies' default in Article 8.

4. If the Products could not be delivered as a result of a circumstance attributable to the Customer, Sokkies is entitled, without prejudice to the provisions of Article 11, to store the Products at the expense and risk of the Customer, without prejudice to the Customer's obligation to pay the amount owed by him to Sokkies under the Agreement. The additional costs to be incurred in connection with the non-receipt shall be borne by the Customer.

ARTICLE 8. | DELIVERY TERMS 

1. The average delivery time is five weeks after the conclusion of the Agreement. However, all delivery periods to which Sokkies has committed itself vis-à-vis the Customer are only indicative, non-fatal periods. Sokkies' default does not commence until the Customer has given Sokkies Written notice of default, in which notice of default states a reasonable period for compliance, and Sokkies is still in default of delivery after the expiry of the last-mentioned period. Whether the period stated by the Customer in its notice of default is reasonable shall be determined on the basis of objective criteria and all the circumstances of the case. Sokkies is not bound by an unreasonable term set by the Customer.

2. Sokkies' default entitles the Customer to terminate the Agreement for that part to which the default relates, but never to additional damages.

ARTICLE 9. | INVESTIGATION AND COMPLAINTS 

1. At the time of delivery of the Products, the Customer shall immediately examine whether the delivered Products comply with the Agreement. If, in the opinion of the Customer, the delivered Products do not comply with the Agreement, the Customer must immediately notify Sokkies thereof.

2. If the Customer does not complain in a timely manner, no obligation or liability arises for Sokkies from such Customer complaint.

3. Even if the Customer complains on time, the Customer's obligation to pay on time remains.

4. Products can never be returned without prior Written consent from Sokkies.

ARTICLE 10. | FORCE MAJEURE 

1. Sokkies is not obliged to fulfil any obligation under the Agreement if and for as long as it is prevented from doing so by a circumstance that cannot be attributed to it by virtue of the law, a legal act or generally accepted practice (force majeure). In addition to what is understood in this regard in legislation and jurisprudence, force majeure is understood to mean all external causes beyond Sokkies' control which make the (further) performance of the Agreement impossible or seriously hinder it, including import and transport restrictions, epidemics, pandemics, war and the threat of war, and errors and shortcomings on the part of Sokkies' suppliers.

2. If the force majeure situation makes the performance of the Agreement permanently impossible or continues or will continue for more than three months, the Parties shall be entitled to dissolve the Agreement with immediate effect.

3. If, at the onset of the force majeure situation, Sokkies has already partially fulfilled its delivery obligations, or can only partially fulfil its delivery obligations, it is entitled to claim compensation for the part already delivered or still to be delivered under the Agreement.

4. Without prejudice to the application of the previous paragraph, damage caused by force majeure shall never be eligible for compensation.

ARTICLE 11. | SUSPENSION AND TERMINATION 

1. Sokkies is authorised, if the circumstances of the case reasonably justify this, to suspend the performance of the Agreement or to dissolve the Agreement in full or in part with immediate effect, if and insofar as the Customer does not fulfil his obligations under the Agreement (including the provisions in these general terms and conditions), or does not fulfil them on time or in full, or if circumstances come to Sokkies' attention after the Agreement is concluded which give Sokkies good reason to fear that the Customer will not fulfil his obligations. If the fulfilment of the Customer's obligations with regard to which he fails or threatens to fail is not permanently impossible, the authority to dissolve the Agreement only arises after the Customer has been declared to be in default in Writing, in which default notice a reasonable term is stated within which the Customer can (as yet) fulfil his obligations and the fulfilment has still not been effected after the expiry of the last-mentioned term.

2. If the Customer liquidates his company or transfers it to a third party, is in a state of bankruptcy, has applied for (provisional) suspension of payments, a legal debt rescheduling arrangement is declared applicable to him, any attachment is levied on his goods, as well as in cases in which the Customer cannot freely dispose of his assets in any other way, Sokkies is entitled to dissolve the Agreement with immediate effect, unless the Customer has already provided sufficient security for the fulfilment of his payment obligations under the Agreement or has immediately proceeded to do so on Sokkies' first request.

3. Furthermore, Sokkies is entitled to dissolve the Agreement wholly or partly if circumstances arise of such a nature that fulfilment of the Agreement is impossible or unaltered maintenance thereof cannot reasonably be required of it.

4. The Customer shall never claim any form of compensation in connection with the right of suspension and/or termination exercised by Sokkies under this article.

5. Insofar as the suspension or dissolution of the Agreement can be attributed to the Customer, the Customer is obliged to compensate Sokkies for the damage suffered as a result of the suspension or dissolution of the Agreement.

6. If Sokkies dissolves the Agreement pursuant to this article, any outstanding claims against the Customer shall become immediately due and payable.

ARTICLE 12. | PRICES AND PAYMENTS 

1. All amounts stated by Sokkies and owed to Sokkies by the Customer are exclusive of VAT, unless expressly stated otherwise in Writing.

2. If price increases of cost-determining factors, such as purchase prices or transport costs, occur between the time the Agreement is concluded and the delivery of the Products, Sokkies is entitled to pass these price increases on to the Customer.

3. Unless expressly agreed otherwise in Writing, the Customer is obliged to pay the agreed price in full in advance. As long as the Customer is in default vis-à-vis Sokkies in the fulfilment of an already due and payable payment obligation, Sokkies is not obliged to (further) execute the Agreement.

4. Payments should 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.

5. Sokkies is entitled to make the invoice due to the Customer available by e-mail only.

6. If payment is not made on time, the Customer's default shall commence by operation of law. From the day the Customer's default commences, the Customer shall owe interest of 2% per month on the outstanding amount, whereby a part of a month shall be regarded as a full month.

7. All reasonable costs, such as judicial, extrajudicial and execution costs, incurred to obtain the amounts owed to Sokkies by the Customer, shall be borne by the Customer.

8. If the Customer has opted for express delivery against payment, the Customer shall not be entitled to a refund of these costs if the delivery is delayed due to a circumstance that cannot be attributed to Sokkies, or force majeure within the meaning of Article 10, as Sokkies irrevocably owes the carrier the costs of an express delivery.

ARTICLE 13. | LIABILITY AND INDEMNITY 

1. Sokkies never bears any liability for damage caused by an inaccuracy or incompleteness in the data provided by the Customer. Furthermore, Sokkies never bears any liability for damage caused by another shortcoming in the fulfilment of the Customer's obligations arising from the law or the Agreement, or another circumstance that cannot be attributed to Sokkies.

2. Sokkies shall never be liable for consequential damage, including loss of profit, incurred losses and damage due to business interruption.

3. Should Sokkies, despite the provisions of these general terms and conditions, be liable for any damage, Sokkies has the right to repair this damage at any time. The Customer must give Sokkies the opportunity to do so, failing which any liability of Sokkies in this regard will lapse.

4. Sokkies' liability is limited to, at most, repair or replacement of the Products, or supplementation of what is missing. If and insofar as repair, replacement or supplementation of what is missing is not possible, Sokkies' liability is limited to the invoice value of the Agreement, or at least to that part of the Agreement to which Sokkies' liability relates.

5. The limitation period for all legal claims and defences against Sokkies is one year.

6. If, in the execution of the Agreement, the Customer provides Sokkies with logos, other images, texts, etc. which are protected under the Copyright Act or any other intellectual property right, the Customer guarantees that no infringement is made on intellectual property rights of third parties and indemnifies Sokkies in and out of court against all consequences arising from the use, duplication or reproduction thereof. If Sokkies is sued by third parties for that reason, the Customer is obliged to assist Sokkies both extrajudicially and judicially and to immediately do everything that can reasonably be expected of him in that case. Should the Customer fail to take adequate measures, Sokkies is entitled, without notice of default, to do so itself. All resulting costs and damage on the part of Sokkies and third parties are entirely at the expense and risk of the Customer.

ARTICLE 14. | RETENTION OF TITLE 

1. All Products supplied by Sokkies remain its property until the Customer has duly fulfilled all payment obligations under the relevant Agreement.

2. The Customer is prohibited from selling, pledging or otherwise encumbering the Products subject to retention of title.

3. If third parties seize the Products subject to retention of title, or wish to establish or exercise rights over them, the Customer is obliged to inform Sokkies of this as soon as possible.

4. The Customer gives unconditional permission to Sokkies or third parties appointed by Sokkies to enter all those places where the Products subject to retention of title are located. In the event of default by the Customer, Sokkies is entitled to take back the Products referred to here. All reasonable costs associated with this are payable by the Customer.

5. If, after the Products are delivered to the Customer by Sokkies, the Customer has fulfilled its obligations, the retention of title in respect of these Products shall revive if the Customer fails to fulfil its obligations under an Agreement concluded at a later date.

ARTICLE 15. | FINAL PROVISIONS 

1. Sokkies is entitled to amend these general terms and conditions. In such a case, the Customer will be notified thereof, whereby the amended general terms and conditions will be provided to the Customer, after which they will apply.

2. Sokkies is entitled to transfer its rights and obligations under the Agreement to a third party.

3. Any Agreement and all legal relationships arising therefrom between the Parties shall be governed exclusively by Dutch law.

4. The parties will not resort to court until after they have made every effort to settle the dispute by mutual agreement.

5. Only the competent court within the district of the District Court of Oost-Brabant shall be designated in first instance to take cognisance of any legal disputes between the Parties, without prejudice to Sokkies' right to designate another court with jurisdiction according to the law.