Terms and conditions
Article 1. Definitions
1.1 In these general conditions the following terms shall have the following meanings, unless explicitly stated otherwise, or else appears differently from the context:
a. Soullmate: the user of these general conditions: Ontwerpstudio BOMM with its registered office at Raadhuisplein 9 in Meijel The
b. customer: the natural person or legal person concluding an agreement with Soullmate;
c. agreement: the agreement between the customer and Soullmate;
d. website: the website managed by Soullmate;
e. consumer: the customer, being a natural person who does not operate in the course of a profession or a business.
Article 2. General
2.2 Any deviations from these general conditions shall only apply in the event that these have been explicitly agreed upon either in writing or else electronically.
2.3 The applicability of any purchase conditions or other conditions from the customer are expressly rejected.
2.4 In the event that one or more of the provisions in these general conditions become null and void or are voided, the other provisions of these general conditions will remain fully in effect. Soullmate and the customer will consult with each other to agree new provisions to replace the void or voided ones. In doing so, the purpose and meaning of the initial provision will be taken into account as much as possible.
Article 3. Illustrations3.1 All illustrations, drawings, data, regarding measurements, colours, etc. of the products offered that are included on the website, in leaflets or in other publications are approximates only and cannot not give rise to compensation and/or dissolution.Article 4. Offers and tenders4.1 All offers and tenders are subject to contract, unless stated otherwise.
4.2 Soullmate shall not be bound by its offer or tender in case of misprints, typesetting errors, or programming errors in its catalogues, mailings or on the website.Article 5. Formation of the agreement5.1 The agreement is formed the moment that the customer accepts the offer and meets the prescribed conditions.
5.2 In the event that the customer has ordered a product via the website, Soullmate shall confirm receipt of the order forthwith via electronic notification.
5.3 The agreement with the customer being a company is formed by way of the Soullmate order form or by way of written notification or via e-mail.
Article 6. Prices
6.1 The prices on the website or brochures are stated in euros, including vat and excluding any shipping costs.
6.2 For Soullmate the price is based on the euro. In the event that billing is effected in a different currency and exchange rate movements occur between the moment of the formation of the agreement and the delivery, Soullmate shall be entitled to review the initial price, unless the customer is a consumer.
Article 7. Deliveries
7.1 The delivery times stated by Soullmate cannot be considered fatal deadlines.
7.2 Products that are not in stock are ordered by Soullmate and in consultation with the customer, will be delivered at a later time.
7.3 Products ordered via the website will be sent to the address given by the customer, until that time when the customer gives Soullmate a new address.
7.5 The customer is notified of the amount of costs for shipping or transport separately, prior to the formation of the agreement.
7.6 The customer is obliged to take delivery of the product. If the customer fails to do so, the costs arising therefrom, such as costs for storage, shall be borne by the customer.
7.7 Soullmate may deliver the order in parts and bill the delivered goods separately.
8.2 The customer may not make a claim under the warranty in case of defect and/or damage to the product resulting from:
a. regular wear and tear
b. improper use;
c. incorrect maintenance, if at all;
d. alterations or repairs by the customer or unprofessional third parties;
e. damage caused by fire, lightning, floods, natural disasters and explosions;
f. damage resulting from any government regulation regarding the nature or quality of the applied materials.
Article 9. Payment of products ordered via the website
9.1 Payment of products ordered via the website may be made as follows:
a. via Paypal;
b. via iDEAL;
c. by transferring the amount of the invoice to the Soullmate bank account prior to delivery.
Article 10. Payment of products ordered by a company
10.1 The customer being a company must pay 50% of the invoice amount in advance and 50% within 14 days after delivery of the products. Soullmate shall effect delivery upon receipt of the down payment. In the event that the customer fails to pay the down payment within the term stated and fails to react to a reminding notice, Soullmate will be entitled to terminate the agreement. In such a case the cancellation costs as referred to in article 15 shall be charged to the customer. (or: The customer will be obliged to pay the invoice amount within 14 days after receipt of the products).
Article 11. To rent
11.1 In the event that the customer rents one or more products from
Soullmate, the provisions of this article shall apply, without prejudice
to the other provisions of these general conditions.
11.2 The customer will be obliged to pay a security deposit. This security deposit amounts to 50% (or: 150%) of the total rental. No interest will be granted on the security deposit paid.
11.3 Upon their return, the rented goods will be checked together with the customer, to see whether the goods are in good condition and whether they are complete. If such is the case, the security deposit is paid back to the customer. In the event that the rented goods are damaged or incomplete, the damage will be deducted from the security deposit. In the event that the damage exceeds the security deposit paid, the excess amount of the damage will be charged to the customer via an invoice.
11.4 The outstanding price for rental of the goods is excluding costs for delivery and collection.
11.5 The customer may collect the rented goods at Soullmate’s or else Soullmate may deliver and collect the rented goods at the customer’s. If the customer opts for the latter, the customer will be obliged to pay Soullmate a fee for this. This fee amounts to € 0,75 per kilometer within the Netherlands, excluding the Wadden (Dutch-Frisian) Islands.
11.6 The customer is obliged to keep the goods in a clean state and to return them in good condition. Good condition means the condition at the start of the availability.
11.7 The customer is not allowed to make alterations to the rented goods.
11.8 The customer is not allowed to rent out, to offer for sale, to sell, to transfer, to encumber or
otherwise give up the rented goods in any other way.
11.11 In the event that the goods are damaged during the rental period, liability for this shall be borne by the customer.
11.12 In the event that the damage is the result of a defect of the rented goods which was present prior to the start of the rental, paragraph 11 of this article shall not apply.
11.13 In case of damage to or loss of the rented goods, the customer shall be obliged to notify Soullmate of this forthwith and subsequently follow the instructions from Soullmate. Costs that may arise due to failure by the customer to follow these instructions shall be charged to the customer. Without consent from Soullmate, the customer may not proceed to repair the rented goods.
11.14 The customer may only make use of the rented goods during the period as laid down in the agreement. The customer is obliged to return the goods, or put them at the disposal of Soullmate immediately after this period expires. Extension of the rental period is only possible upon consent from Soullmate in writing or via e-mail.
11.15 In the event that the customer fails to return the rented goods or put them at the disposal of Soullmate in time, the latter will charge the customer the total daily amount of rent for each day that the transfer of title remains overdue.
Article 12. Collection charges12.1 In the event that the customer fails to comply with the obligation to pay Soullmate in time, Soullmate will send the customer a reminder. If the customer fails to comply with this reminder, the customer will be in default and will then owe the statutory interest. The interest on the due and payable amount shall be calculated from the moment that the customer is in default until the moment of payment of the total amount of the invoice. In the event that the customer, after the demand for payment and the notice of default, continues to fail to satisfy the claim, Soullmate may pass the claim on for collection, in which case apart from the total amount owing and the statutory interest, the customer will also be obliged to pay for all judicial and extra-judicial costs incurred.Article 13. Right of withdrawal13.1 The customer being a consumer who purchased a product via the website, during 7 working days after receipt of the ordered product, will be entitled to terminate the agreement and return the delivered product, without giving reasons, subject to the product being unused and containing its original labels, packaging, etc. In such a case of termination Soullmate will reimburse money already paid within 30 days after receipt of the product.
13.2 In the event that the customer terminates the agreement in accordance with paragraph 1 of this article, the shipping costs in connection with returning the product shall be borne by the customer.
Article 14. Complaints procedure
14.1 Soullmate advises to inspect the delivered products immediately
after they have been received and to report defects arising therefrom
within due time.
Complaints may be reported to:
Sit & Heat BV
6604 LV Wijchen
tel: +31 24 343 0415
14.2 Damage to packaging of the delivered products must be reported by the customer on the consignment note.
14.3 Complaints will be settled by Soullmate within 30 days. In the unlikely event that settlement of the complaint within the term of 30 days is impossible, the customer will be notified of the duration of the delay.
14.4 Soullmate will either replace or repair products that it recognizes as defective, or else credit them in the amount of purchase. The costs for repair, or else replacement of defective products will be borne by Soullmate.
Article 15. Cancellation
15.1 In the event that the customer cancels the agreement wholly or
in part, he will be obliged to compensate Soullmate within reason, for
any costs incurred relevant to the execution of the agreement, unless
the customer is a consumer who may invoke his right of withdrawal.
15.2 The abovementioned arrangement for costs does not affect the liability of the customer for damages arising from the cancellation.
Article 16. Liability and prescription
16.1 Soullmate cannot be obliged to compensate for any damage, directly or indirectly resulting from:
an event which is in fact beyond its powers and as such cannot be attributed to its actions and/or its omissions, as defined in article 19;
any act or omission from the customer.
16.2 Soullmate is not liable for any damage caused by either or not temporary inaccessibility ofthe possibility to order or its removal from the website due to maintenance or otherwise.
16.3 Soullmate is not liable for damage, of whatever nature, due to Soullmate proceeding on the basis of incorrect and/or incomplete information provided by the customer.
16.4 Soullmate is not liable for any accidents that may occur with the product, for instance byimproper or incompetent use or use in violation of the operating instructions.
16.5 Soullmate is never liable for indirect damage, which includes consequential damage, lostprofit, missed savings and loss due to business interruption.
16.6 In the event that Soullmate would be liable for any damage, this liability will be limited to theamount paid out by the insurer of Soullmate. If, in any case the insurer does not proceed to payment or the damage is covered by the insurance, the liability of Soullmate will be limited to the invoice amount, or in any case, the part of the agreement that the liability pertains to.
16.7 The limitations of the liability as laid down in these general conditions do not apply in case the damage is attributable to intentional act or gross negligence of Soullmate or its subordinates.
16.8 In so far as the agreement does not provide otherwise, the rights of action and other powers of the customer of whatever nature, become extinguished in any case after 1 year expires from the moment a situation occurs where the customer may apply these rights or powers, subject to the condition that for the customer being a consumer a prescription period of 2 years applies.
Article 17. Retention of title
17.1 All products delivered or yet to be delivered are owned by
Soullmate, until all claims Soullmate holds over the customer or will
acquire over the customer have been paid in full.
17.2 For as long as ownership of the products has not yet been transferred to the customer, theproducts may not be pledged, nor may any other right be extended thereupon to third parties,by the customer.
17.3 The customer is obliged to keep the products that have been
delivered under retention of titlewith due care and as recognizable
property of Soullmate.
17.4 Soullmate is entitled to repossess the products delivered under retention of title that are stillin the hands of the customer, if the customer is in default of compliance with his obligations to pay or has payment difficulties or is at risk of getting payment difficulties. The customer shall at all times provide Soullmate free access to its premises and/or buildings to inspect the products and/or for Soullmate to exercise its rights.
Article 18. Suspension and termination
18.1 Soullmate is authorized to terminate the agreement in the event
that the customer fails to meet the obligations under the agreement.
18.2 Furthermore, Soullmate is authorized to terminate the agreement in the event that circumstances arise that are of such a nature that compliance with the agreement is impossible or if according to the standards of reasonableness and fairness this may no longer be requested, or else in the event that otherwise circumstances occur, which are of such a nature that maintaining the agreement unaltered may reasonably not be expected.
18.3 Soullmate is authorized to suspend the obligations arising from the agreement, in the event that after formation of the agreement circumstances are brought to the attention of Soullmate, which provide good grounds for fearing that the customer will fail to comply with the
obligations. In case of good grounds for fearing that the customer will only partially or
improperly comply, the suspension will only be allowed in so far as the failure justifies it.
18.4 Soullmate is authorized to terminate the agreement in case the
customer requestssuspension of payment or if this is granted to the
customer, in case the customer is declared bankrupt or a request thereto
is submitted, in case the customer can no longer pay his debts,
proceeds to termination or liquidation of his business, is placed under
curatorship, or in case an administrator or liquidator is appointed.
18.5 In the event that the agreement is terminated the claims from Soullmate towards the customer may be demanded immediately and in full. In the event that Soullmate supends compliance with its obligations it will retain its rights arising from the law and the agreement.
Article 19. Force Majeure
19.1 Force majeure from the part of Soullmate among other things
means that Soullmate is prevented from complying with its obligations
under the agreement or with the preparation thereof as a result of: war,
the danger of war, civil war, riot, revolution, wilful damage, fire,
water damage, flood, government measures, import and export barriers,
strike, blockade, sit- down strike, irreplaceable employees, transport
problems due to weather conditions and traffic disturbances, all this
both at the firm of Soullmate, at the firm of the customer and at the
firm of third parties that are connected to the agreement.
19.2 Force majeure also means a failure of suppliers or service providers as a result of which Soullmate is unable to comply, or unable to comply in time or unable to fully comply with its obligations.
19.3 If the situation of force majeure on the part of Soullmate lasts for more than 2 months, parties will have the right to terminate the agreement.
19.4 In so far as Soullmate at the time the force majeure occurs, has partially complied with its obligations under the agreement or will be able to comply with them and independent value is accrued to the portion complied with, or the portion to be complied with respectively, Soullmate will be entitled to separately bill the portion complied with and the portion to be complied with respectively. The customer will be obliged to pay these invoices as if this were a separate agreement.
Article 20. Intellectual property rights
20.1 The customer shall fully and unconditionally respect the
intellectual property rights vested in the products delivered by
20.2 Without prior consent in writing or via electronic notification from Soullmate, the customer shall not be allowed to copy, forward, distribute, reproduce or publish any information, texts, logos, brands, brand names and illustrations obtained via the website.
Article 21. Security and internet
21.1 Soullmate shall take fitting security measures to protect the website against the risks of unauthorized access to or alteration, destruction or loss of data submitted by the customer via the website, but Soullmate cannot provide any warranty in this matter.
Article 22. Confidentiality
22.1 Both parties have the duty to keep all confidential information obtained from each other or from another source in the scope of this agreement secret. Information is considered confidential when this is notified as such by the other party or when it arises from the nature of the information. The party receiving confidential information shall use this only for the purpose that it was provided for.
Article 23. Final provisions
23.1 Each time, the version of the general conditions will apply, as
it applied at the time of the formation of the agreement, unless the
customer, after formation of the agreement accepts application of a
revised version of the general conditions.
23.2 Parties shall appeal to the court only after having made every effort to settle a dispute among themselves.
23.3 In case these conditions are made available in another language and a dispute over interpretation or explanation arises, the text laid down in the Dutch language will prevail at all times.
23.4 Dutch law will apply to every agreement between Soullmate and the customer.
23.5 All disputes over agreements in this respect, between the customer and Soullmate shall be brought before a competent court in the judicial district where Soullmate is established. During 1 month after Soullmate has invoked this condition in writing towards the customer, said customer being a consumer shall have the time to choose for the competent court in accordance with the law, in order to settle the dispute.