Soho Hearts Terms & Conditions
1. Applicability
1.1 These Terms and Conditions apply to all offers and agreements between Soho Hearts and the customer, of any kind whatsoever, and to the obligations arising there from. Variations from these Terms and Conditions may be agreed on with Soho Hearts only in writing;
1.2 In these Terms and Conditions, 'customer' means the customer or any party with which Soho Hearts enters into or wishes to enter into an agreement, or to which Soho Hearts makes an offer, delivers or performs, as well its legal successors;
1.3 Purchase and other terms and conditions declared applicable by the customer will not bind Soho Hearts, unless expressly accepted by Soho Hearts in writing. Such acceptance may not be inferred from the fact that Soho Hearts does not dispute a statement by the customer that it does not accept Soho Hearts terms and conditions and declares other terms and conditions applicable;
1.4 If any provision of these Terms and Conditions is invalid or inapplicable for any reason whatsoever, these terms and conditions will otherwise continue to apply in full.
2. Offers and orders
2.1 All offers and quotations, made or given in any form whatsoever, will be without engagement, unless expressly otherwise agreed in writing. Offers and quotations will be valid during the period specified in the offer or quotation. If no period is specified, the offer or quotation will be valid for a period of thirty (30) days;
2.2 All pictures, drawing, samples, etc. and all data concerning weight, dimension, color, etc. will be approximations only. Deviations will in no event entitle the customer to any damages and/or dissolution of the agreement;
2.3 The customer must place its orders in writing. Orders given orally will not be accepted, nor will Soho Hearts be bound by such orders in any respect;
2.4 Soho Hearts will not be bound until it has expressly accepted an order in writing. It reserves the right to refuse an order without stating any reasons, to demand full payment in advance, or to demand security. Oral commitments will bind Soho Hearts only after it has expressly confirmed such commitments to the customer in writing. The order confirmation will be deemed to fully and correctly set out the agreement, unless the customer objects within five days after the date of the order confirmation;
2.5 Orders accepted by Soho Hearts can no longer be changed or cancelled. Any additions or changes to an agreement will bind Soho Hearts only in so far as they have been confirmed by Soho Hearts.
3. Prices
3.1 All prices and rates are in dollars (unless otherwise agreed in writing) and are exclusive of VAT and other charges imposed by the authorities, and exclusive of shipment and insurance costs; 3.2 The prices are based on the production costs, exchange rates, wages, taxes, duties, charges, burdens, etc. that apply upon the conclusion of the agreement. If one or more of those cost factors increases, Soho Hearts will gave the right to increase the price accordingly, regardless of whether or not Soho Hearts could have foreseen the change at the date of conclusion of the agreement. Such a price increase will not will not entitle the customer to dissolve the agreement.
4. Delivery
4.1 The delivery periods stated by Soho Hearts will be indicative only. They are stated to the best of Soho Hearts knowledge and will be observed to the extent possible. The exceeding of any delivery period, regardless of the reason, will not entitle the customer to damages, of any kind whatsoever, dissolution of the agreement or cancellation;
4.2 Soho Hearts reserves the right in the event of doubt as to the customer's creditworthiness to demand payment in advance or the provision of security before the first or subsequent deliveries and, if the requested payment in advance is not made and/or if the requested security is not provided to Soho hearts satisfaction, to suspend or refuse delivery;
4.3 Soho Hearts the right to deliver in parts, in which case such deliveries will be deemed to have been made under separate agreements. The customer will be required to take delivery of the goods at the moment of delivery. All costs and damage incurred by Soho Hearts as a result of any refusal of the customer's account, including the costs of storage;
4.4 Goods will be delivered to the customer exclusive of packaging material, unless otherwise agreed in writing
5. Complaints and guarantee
5.1 Complaints are all objections of the customer concerning the quantity, quality and/or soundness of the goods delivered;
5.2 Complaints related to externally visible defects must be in writing not later than within eight days after delivery of the products. If that period is exceeded, any and all claims against Soho Hearts in respect of those defects will lapse. The customer will be deemed to have approved the goods in that case. Complaints concerning defects that are not externally visible must be made in writing as soon as possible but not later than within eight days after being discovered (and not later than within the guarantee period that applies to the products). If that period is exceeded, any and all claims against Soho Hearts in respect of those defects will lapse;
5.3 In the event of complaints, the customer must provide Soho Hearts with an accurate statement of the nature and the grounds of the defects, with reference to the number of the invoice or, absent an invoice, the dispatch note or order confirmation;
5.4 Any complaint concerning a particular delivery will not suspend the customer's payment obligation in respect of that delivery and other deliveries, and will not entitle the customer to any settlement;
5.5 With due observance of the restrictions set out below, Soho Hearts warrants the soundness of the goods delivered by it: -The guarantee will apply only if the defects manifest themselves within three months after delivery. -The guarantee will apply in respect of mirror deviations in the qualities, finish and/or soundness of the goods delivered that are deemed admissible or are technically unavoidable in the sector in which Soho Hearts operates.-The guarantee will apply only to defects of which the customer proves that they are the result of a defective construction or of defective materials under normal circumstances and for the purpose for which they are intended.-The guarantee on goods or parts of goods and on materials not produced by Soho Hearts itself will be limited to the guarantee that Soho Hearts is given by its supplier.
5.6 If the customer fails to fulfill its obligations under the agreement(s) concluded with Soho Hearts or to do so in time, all rights under the guarantee will lapse;
5.7 Soho Hearts guarantee will be expressly limited to repair of the defects, replacement of the defective goods, or full or partial dissolution of the agreement, without any judicial intervention and pro rats crediting, all of this at Soho Hearts option. Soho Hearts will gave the right to reconsider an option chosen earlier;
5.8 The customer must return the products about which it has made a complaint in their original condition, after Soho Hearts has given its written approval;
5.9 Complaints about invoices must also be submitted in writing within a period of eight days after the invoice date. At the end of that period, the customer will be deemed to have approval the invoice
6 Liability
6.1 Soho Hearts liability for the delivery of goods will be limited to the fulfillment of its guarantee obligation described in the preceding Article. All liability other than that provided for in this Article for direct damage incurred by the customer, and all liability for indirect damage incurred by the customer from any cause whatsoever, including delay in the delivery period of goods, is expressly excluded;
6.2 If Soho Hearts, notwithstanding or pursuant to the provisions of paragraph (a) of this Article is required for any reason whatsoever to compensate the damage, the damages per event or series of related events with the same cause will in no event exceed the invoice value of the delivered goods by which the damage was caused, excluding VAT;
6.3 Any other claim against Soho hearts will lapse upon the mere expiry of a period of six mints after the claim arose, unless legal proceedings have been initiated against Soho Hearts before that time;
6.4 Conditions that limit, exclude or establish liability that third parties may invoke against Soho Hearts may also be invoked against the customer by Soho Hearts.
7 Return Policy
7.1 At Soho Hearts, our goal is to ensure your complete satisfaction with your purchase. If, for whatever reason, you are dissatisfied with your purchase, you can return it to Soho Hearts within 14 days of purchase date. Claims for missing items or items damaged in transit must be received within two business days of receipt of merchandise.
7.2 You have the option of exchanging the item(s) or receiving a refund for the full amount of the item purchased . Refunds on returned items will be issued in the same payment form as tendered at the time of purchase. If payment was made by credit card, once we receive the product we will credit your account. Please allow 7-10 days for a credit to appear on your credit card statement.
7.3 Items purchased through third party vendors (flash-sale websites, promotional and discount offers, daily deals, etc) are not returnable to Soho Hearts. Please contact the third party vendor for details about their return policy.
8 Payment
8.1 Payment of the goods ordered must be made as follows: 25% upon the order being placed and the remaining 75% of the invoice amount prior to delivery by Soho Hearts. Payment must be made by means of transfer to Soho Hearts bank account, as stated to the customer;
8.2 Soho Hearts will have the right to postpone each delivery until it has received payment not only of the purchase price of the goods delivered, but also of any other amounts payable to it by the customer;
8.3 The customer will in all cases make payment without any deduction or sett-off. Without delay on the grounds of alleged or actual breach of contract being entitled to block its payment obligations by levying an attachment on amounts that are or will become due to it from third parties, or otherwise;
8.4 If the customer fails to make payment within the stimulated periods, it will be deemed to be in default by operation of law and Soho Hearts will have the right without any notice of default being required to charge the customer 1.5% interest per calendar month (or part of a calendar month) on the entire outstanding amount as from the invoice date, without prejudice to Soho Hearts other rights, including the right to recover from the customer all of the costs involved in the collection, both in and out of court. In that case the out-of-court costs of collection payable by the customer will each time amount to at least 15% of the outstanding amount, subject to a minimum of $100, without prejudice to Soho Hearts right to a higher compensation if it proves that its actual costs are higher than the aforesaid percentages;
8.5 All payments made by the customer will first serve as payment of the interest and/or the cost (including costs of collection) due, and then as payment of the oldest outstanding invoice(s).
9 Title and risk
9.1 Upon the delivery of goods, the risk in the goods will pass to the customer, but title to the goods will not. All the goods delivered by Soho Hearts will remain Soho Hearts property until the moment of payment in full of all the amounts that the customer owes Soho Hearts, on any ground whatsoever, including interest and costs. The customer will not have the right to pledge the goods that come under the retention of title, or otherwise to transfer them as security or to sell them, unless such sale takes place in the context of the customer's normal conduct of business. If this is done nevertheless, the customer hereby transfers to Soho Hearts all the rights and claims that it then have in the event of sale or resale of those goods, or the customer will in any event, if necessary and as soon as possible, effect that transfer. Without prejudice to the other rights vested in it, the customer irrevocably authorizes Soho Hearts, if the customer fails to fulfill to the obligations that it has undertaken towards Soho Hearts or to do so in time, without any notice of default or judicial intervention being access to the place where those goods delivered by it, and for that purpose to gain access to the place where those goods are located. Until payment has been made in full, the customer will insure the goods and will pass to the customer.
10 Force majeure
If Soho Hearts cannot reasonably by required to fulfill on ore more of its obligations as a result of one or more of the circumstances listed below, it will have the right without any judicial intervention to suspend the performance of the agreement or to dissolve the agreement in full or in part, without being bound to pay any damages.
11 Applicable law and disputes
11.1 These terms and conditions and the agreement to which they relate will be subject to Dutch law; 11.2 All disputes, including those that are regarded as such by only one party that may arise between Soho Hearts and a customer will be settled exclusively, by the competent court of Amsterdam.