terms and conditions
General Terms and Conditions of Soundsale.
Soundsale Article 1 – Definitions
Soundsale B.V.: the private limited company Soundsale B.V., also trading under the name Audio Solvation, located in (6136 KS) Sittard, Gasthuisgraaf 13.
Client: the person or party granting an assignment to Soundsale (or Audio Solvation) or the person or party with whom Soundsale concludes an agreement.
Article 2 – Applicability
2.1. These general terms and conditions are only of application to all offers, legal relationships and agreements between the client and Soundsale. A copy of the general terms and conditions will be sent to the client upon his first request. In addition, the general terms and conditions can be consulted by the client on the site.
2.2. There will be no deviations from these general terms and conditions, unless in writing and in an exceptional situation. All other provisions of the general terms and conditions shall remain fully applicable in the event of such exceptional situation.
2.3. Applicability of possible purchase or other conditions of the client is expressly rejected.
2.4. Should any provision of these general terms and condition be null and void or annulled, the other provisions of these general terms and conditions shall remain in full force.
Article 3 – Realisation of the agreement
3.1. The agreement with the client is the culmination of offer and acceptance. Agreements are considered concluded from the date of its signature by Soundsale, respectively the day on which Soundsale has actually executed an assignment awarded by the client.
3.2. All quotations by Soundsale are non-binding.
3.3. All images, specifications and data included in the offer are indicative and cannot give rise to compensation for damage or dissolution of the agreement.
3.4. The client will provide all information relevant for the issuance of the quotation and/or the conclusion of the agreement. The client will furthermore provide to Soundsale all information reasonably necessary for the execution of the agreement.
3.5a. The client has the obligation to reimburse Soundsale for all materials already purchased and costs already made upon cancellation of the agreement. The client is also obliged to compensate Soundsale for 15% of the price agreed upon with a minimum of € 100 and to indemnify Soundsale against claims made by third parties as a result of the cancellation of the assignment, without prejudice to Soundsale’s right to full compensation.
3.5b. Upon cancellation of an exchange, the client is due the hours of the technical service for the amount of € 45 excluding VAT per hour, to be increased by possible other costs made.
3.5c. If the client made a down payment, this down payment will be valid for 4 weeks. If the client still cancels the purchase following that period of 4 weeks, this down payment will be considered cancellation costs. If the down payment is less than the amount mentioned under 3.5a., the provisions of article 3.5a will be of application. In that case, Soundsale is entitled to partially settle the amount mentioned under point 3.5a. with the down payment described in this article. The client will then still owe the remaining part (amount mentioned under 3.5a. – down payment) to Soundsale.
Article 4 – Prices, shipment costs and payment
4.1. All prices are excluding VAT, unless mentioned otherwise in the agreement or the quotation. All prices are subject to misprints and printing errors. No liability is accepted for the consequences of misprints and printing errors. Soundsale is not obliged to deliver the product according to the incorrect price in the event of misprints and printing errors.
4.2. Soundsale is entitled to increase the prices annually by the statutory indexation.
4.3. All invoices will be paid by the client in accordance with the payment conditions indicated in the agreement or the invoice. In the absence of specific conditions, the client will pay within fourteen days following the date of the invoice. The client is not entitled to settlement or suspension of the payment.
4.4. The payment conditions are included in the quotation. The price agreed upon will be paid by means of an advance payment, unless parties have agreed otherwise in writing in the quotation.
4.5. If one or more cost factors are subject to an increase or when an increase arises after the date of the conclusion of the agreement, including but not limited to a price alteration of goods purchased from a third party, Soundsale is entitled to increase the price agreed upon accordingly, even in the event of unforeseen circumstances.
4.6. Soundsale has the right to suspend all work activities / provision of services immediately in the event of late payment, until full payment has been made. Any additional costs shall be borne by Soundsale if it involves a consumer purchase and by the business client if it involves a business client. Soundsale also has the right to unilaterally terminate existing agreements without prior notice of default being required and without being obliged to pay any compensation for damage.
4.7. Payments made by the client shall always be used to first settle all interests and costs due and then for the payment of the longest outstanding payable invoices, even if the client indicates that the payment relates to a later invoice.
Price increase for consumer
4.8. In deviation from the provisions in article 4.5., to the consumer purchase applies that Soundsale is only entitled to increase the price within three months after the conclusion of the agreement if the price increase is the result of statutory regulations or stipulations. Soundsale is only entitled to increase the price once the period of three months after the conclusion of the agreement has expired, if this increase is the result of statutory regulations or stipulations. In this latter case, the client is authorised to terminate the agreement starting the day on which the price increase takes effect.
Statutory interest for consumer
4.9a. If the client fails to pay the amounts due in time, the client will be due the statutory interest on the outstanding amount, without any reminder or notice of default being required. If the debt remains unpaid after a warning and notice of default, Soundsale is entitled to pass on the claim for collection in which case the client, in addition to the amount due, shall also be required to full reimbursement of extrajudicial and judicial costs relating to the collection of this claim.
Contractual interest for business client
4.9b. If the business client fails to pay the amounts due in time, the client will be due the contractual interest of 3% per month, whereby a part of a month is considered to be a whole month, without any reminder or notice of default being required. If the debt remains unpaid after a warning and notice of default, Soundsale is entitled to pass on the claim for collection in which case the client, in addition to the amount due, shall also be required to full reimbursement of extrajudicial and judicial costs relating to the collection of this claim.
Article 5 – Additional work
5.1. If Soundsale carries out any work activities or other performances upon request or with the consent of the client that are falling outside the content or scope of the agreement, these work activities or performances will be paid by the client to Soundsale according to the usual rates of Soundsale. Soundsale is never obliged to comply with such a request and may require the conclusion of a separate written agreement for the additional work. The client accepts that the additional work may be of influence to the agreed or expected time of completion of the service provision, as well as the mutual responsibilities of the client and Soundsale.
5.2. Insofar a fixed price is agreed upon for the service provision and parties have the intention to conclude a separate agreement with regard to additional work or performances, Soundsale will inform the client in advance and in writing regarding the financial consequences of that additional work or performances.
Article 6 – Delivery
6.1. The delivery period will be determined by parties in mutual consultation. All (delivery) periods indicated and/or agreed by Soundsale are determined to the best of its knowledge based on the information known to Soundsale when concluding the agreement and will be observed as much as possible, but these periods are never binding. Exceeding a (delivery) period mentioned shall not cause Soundsale to be in default. Soundsale has the obligation to make every effort when it comes to the delivery period(s).
6.2. Exceeding the delivery time of goods ordered from a third party, commissioned by the client, shall not be at the expense of Soundsale.
6.3. The risk of damage and/or loss of products shall remain with Soundsale until the time of delivery to the client or a representative appointed in advance and announced to Soundsale, unless expressly agreed otherwise. If the client or a third party on behalf of the client, including but not limited to a transport company, picks up the product from Soundsale, the risk of damage will be transferred to the client from the time the product is picked up.
6.4. In case of a consumer purchase, Soundsale will process the orders accepted with due rapidity, but always within 30 days, unless the client agreed to a longer term of delivery. If the delivery suffers a delay, or if an order can only be processed partially or not at all, the client will be informed of that fact no later than 30 days after the order was placed. The client is in that case entitled to terminate the agreement at no cost. The client is not entitled to compensation for damage.
6.5. If the client does not pick up the products delivered with a pallet from Soundsale, or is not home for the delivery of the products by the courier hired by Soundsale, the additional costs for offering the pallet with products for the 2nd time shall be borne by the client.
6.6a. Exceeding the delivery period does not oblige Soundsale to pay compensation and does not entitle the business client to terminate the agreement and/or otherwise suspend the obligations resulting from the agreement.
6.6b. If the client does not pick up the products from Soundsale, or is not home for the delivery of the products by the courier hired by Soundsale, the additional costs shall be borne by the client.
Article 7 – Non-conformity, warranty and complaint for consumer (consumer purchase)
7.1. The goods to be delivered by Soundsale comply with the customary requirements and standards that can reasonably be stipulated at the time of delivery and for which they are intended in normal use in the Netherlands. If agreed, the trader also guarantees that the product is suitable for other than normal use.
7.2. When accepting the products, the client has the obligation to inspect the products for possible defects / damages. If the defect is not reported to Soundsale immediately, or within a period of 4 weeks, this shall be at the risk of the client. In addition, the client should examine whether the goods delivered are in accordance with what was agreed upon and meet the requirements agreed between parties in that respect. The client has to give Soundsale the opportunity to investigate (have investigated) a complaint. Return of the products has to take place in the original packaging and in as-new condition.
7.3. Filing a complaint regarding a defect does not suspend the payment obligation of the client.
7.4. The warranty term of Soundsale corresponds to the warranty term of the factory. However, Soundsale is never responsible for the actual suitability of the products for every individual application by the client, nor for possible advices with respect to the use or the application of the products.
7.5. If it is established that a good is defective and a complaint in this respect was filed on time, Soundsale will replace or repair, at the discretion of Soundsale, the defective good within a reasonable term following the receipt of its return, or, if return is not reasonably possible, following the written notification regarding the defect by the client, or settle a reasonable compensation. In case of replacement, the client is obliged to return the good replaced to Soundsale and to allow ownership thereof to revert to Soundsale.
7.6. If it is established that a complaint is unfounded, the costs incurred as a result, including the inspection costs with a minimum of € 50 excluding VAT on the side of Soundsale, shall be integrally borne by the client.
7.7. If the client receives a borrowed device during the investigation, and it is established that a complaint is unfounded, the market conform costs for borrowing the device shall be borne by the client.
7.8. The warranty does not apply if:
- The consumer repaired and/or processed the products delivered himself or had the products repaired and/or processed by third parties;
- The products delivered were exposed to abnormal conditions or were otherwise handled carelessly or were treated in conflict with the instructions of the trader and/or indicated on the packaging;
- The defect is fully or partially the consequence of regulations imposed by the government or that will be imposed by the government regarding the nature or the quality of the materials applied;
- The label with QR code is removed from the product.
Article 8 – Warranty and complaint for business clients
8.1. The goods to be delivered by Soundsale comply with the customary requirements and standards that can reasonably be stipulated at the time of delivery and for which they are intended in normal use in the Netherlands. If agreed, the trader also guarantees that the product is suitable for other than normal use.
8.2. When accepting the products, the client has the obligation to inspect the products for possible defects / damages. If the defect is not reported to Soundsale immediately, or within a period of 7 days, this shall be at the risk of the client. In addition, the client should examine whether the goods delivered are in accordance with what was agreed upon and meet the requirements agreed between parties in that respect. The client has to give Soundsale the opportunity to investigate (have investigated) a complaint. Return of the products has to take place in the original packaging and in as-new condition.
8.3. Filing a complaint regarding a defect does not suspend the payment obligation of the client.
8.4. Warranty on second-hand goods is only provided in mutual consultation and will be determined by Soundsale for each agreement separately in consultation with the client.
8.5. If a discount is applied to the products purchased, the warranty will be cancelled fundamentally, unless determined otherwise by Soundsale in the agreement or on the invoice.
8.6. No warranty is provided for second-hand cables. Warranty is only provided to new cables if the manufacturer of the cable determines that any damage of the cable is covered by the warranty. If the factory determines that the damage is not covered by the warranty, Soundsale will also not provide any warranty.
8.7. If a defect is observed within the warranty term, this second-hand good will first be repaired at no cost. If the defect can no longer be repaired, the business client receives a voucher which is valid for six months, or a replacement device if possible.
8.8. The client is responsible for the return of the defective product. The client has to pay the costs of the return.
8.9. The warranty on the product expires the moment the label with QR code is removed by the client.
Article 9 – Return
9.1. The client has the possibility to return a product within 14 days after the purchase, upon simultaneous submission of the original invoice. The return of the product is only possible if:
- The product is packed unopened, complete and undamaged in the original packaging;
- The product has not been used;
- The product has the label with QR code attached by Soundsale (unless it involves a cable: no labels are attached to cables).
9.2. The client receives a voucher when returning a product which is valid during 6 months.
9.3. The shipment costs for the return of a product shall be borne by the client and are not reimbursed by Soundsale.
9.4. The client is not entitled to return the following products: a demonstration product, a product especially ordered for the client concerned, or a second-hand product.
9.5. Business clients are only allowed to return a new product and only if:
- The product is returned within 7 days following its receipt;
- The product is packed unopened, complete and undamaged in the original packaging;
- The product has not been used;
- The product has the label with QR code as attached by Soundsale (unless it involves a cable: no labels are attached to cables).
Article 10 – Obligations Soundsale and the hiring of third parties
10.1. Soundsale has the obligation to carry out the work activities to the best of its capability. Soundsale carries out the work activities within the framework of the assignment to the best of its knowledge, expertise and ability.
10.2. Only when expressly agreed in writing, Soundsale is obliged to follow the instructions timely and responsibly given by the client during the performance of the services. Soundsale is not obliged to follow instructions altering or supplementing the content or the scope of the service provision agreed upon.
10.3. Soundsale works with third parties, if necessary, to execute the agreement. Soundsale is entitled, should this in its opinion deemed desired or necessary for a proper execution of the assignment, to subcontract certain work activities to third parties without the prior consent of the client, the costs of which will be charged to the client in conformity with the quotation / assignment issued. Parties will consult on the above should this be necessary.
Article 11 – Obligations client
11.1. The client always provides to Soundsale all data or information useful and necessary for a proper execution of the agreement in a timely manner, and grants all cooperation reasonably to be expected.
11.2. If the data necessary for the execution of the agreement are not, not in time or not according to the agreements available to Soundsale, or if the client is otherwise not complying with its obligations, Soundsale has the right to suspend the execution of the agreement and to charge to the client the costs arising as a result according to its usual rates.
Article 12 – Liability consumer
12.1. The liability of Soundsale for all direct damage suffered by the client, caused by a shortcoming in the fulfilment of the agreement attributable to Soundsale or to a third party hired by her, is limited to the amount invoiced or at least limited to the damage for which Soundsale is insured, or should have been reasonably insured, unless it involves intent or gross negligence. If a mistake is made leading to liability for which, for whatever reason, no insurance payment is made, the liability of Soundsale towards the client is limited to € 1,000.
12.2. The liability of Soundsale is excluded for indirect damage, consequential damage, loss of profit, damage due to loss or mutilation of data (files), lost savings, damage due to business interruption and damage due to disruption of a business process or an administrative organisation or damage due to exceeding a term, unless it involves intent or gross negligence.
12.3. Liability of Soundsale due to an attributable shortcoming in the fulfilment of an agreement only arises when the client immediately and properly serves a written notice of default to Soundsale, proposing a reasonable term for the shortcoming to be remedied, and Soundsale continues to fail attributably in complying with its obligations after that term.
12.4. The client indemnifies Soundsale against all claims made by third parties for compensation of damage towards Soundsale directly or indirectly. Soundsale indemnifies the client against claims made by third parties for compensation of damage, insofar this damage is caused by the execution of her work activities and is attributable to the negligence, carelessness or improper actions of Soundsale itself or by third parties hired by her.
Article 13 – Liability business client
13.1. The liability of Soundsale due to an attributable shortcoming in the fulfilment of the agreement is excluded, unless it involves intent or gross negligence. If exclusion of the liability is not deemed reasonable, the liability of Soundsale is limited to compensation of the direct damage to maximum the amount of the price stipulated for that agreement (excluding VAT), increased by the excess of the insurance. If the agreement primarily involves a continuing performance contract with a duration of more than one year, the price stipulated will be set at the total of the compensations (excluding VAT) stipulated for one year. Direct damage is exclusively understood as:
- The reasonable costs the client had to make to have the performance of Soundsale meet the agreement. However, this damage will not be compensated if the client dissolved the agreement or if Soundsale was able to repair, replace or redo the defective goods or performances delivered, other than as a result of causes attributable to the client;
- The reasonable costs made to establish the cause and the scope of the damage, insofar the establishment is related to direct damage, with prior consent of Soundsale;
- The reasonable costs made to prevent or limit damage, insofar the client demonstrates that these costs were reasonably necessary, both in terms of extent and need, to avert or to limit the imminent risk of direct damage within the meaning of these conditions and that these costs would not have been made if the imminent risk had not arisen.
13.2. Apart from the cases mentioned in Article 13.1, Soundsale has no liability for compensation of damage, regardless of the grounds on which a claim for damages would be based. However, liability limitations will lapse if and insofar the damage is the result of intent or conscious recklessness on the part of Soundsale.
13.3. The liability of Soundsale is excluded for indirect damage, consequential damage, loss of profit, damage due to loss or mutilation of data (files), lost savings, damage due to business interruption and damage due to disruption of a business process or an administrative organisation or damage due to exceeding a term, unless it involves intent or gross negligence.
13.4. Liability of Soundsale due to an attributable shortcoming in the fulfilment of an agreement only arises when the client immediately and properly serves a written notice of default to Soundsale, proposing a reasonable term for the shortcoming to be remedied, and Soundsale continues to fail attributably in complying with its obligations after that term.
13.5. The client indemnifies Soundsale against all claims made by third parties for compensation of damage towards Soundsale directly or indirectly. Soundsale indemnifies the client against claims made by third parties for compensation of damage, insofar this damage is caused by the execution of her work activities and is attributable to the negligence, carelessness or improper actions of Soundsale itself or by third parties hired by her.
Article 14 – Force majeure
14.1. In the event of force majeure, Soundsale is authorised to dissolve the agreement or to suspend the execution of the work activities, such by notifying the client in writing and without Soundsale being held to pay compensation, provided that would not be fair in the context of reasonableness and fairness.
14.2. Force majeure is understood to mean any shortcoming that cannot be attributed, because it is not due to culpability, nor under the law, legal action or notions prevailing in commerce for its account.
14.3. If Soundsale has already partially complied with its obligations on the occurrence of force majeure, she is entitled to invoice the service already provided separately. The client is obliged to pay this invoice as if it involves a separate contract.
Article 15 – Termination of the agreement
15.1. Both parties are authorised to dissolve the agreement, but only if the other party attributably fails to comply with essential obligations under the agreement after a proper and detailed written notice of default in which a reasonable term is set to remedy the shortcoming.
15.2. If an agreement concluded for an unspecified duration, by its nature and content, is not terminated by completion, it can be terminated by each of the parties after proper consultation and reasoned by means of a notice in writing. In the absence of an expressly agreed notice period, a reasonable term has to be observed for the termination. Parties will never be liable to pay any compensation for such termination.
15.3. Soundsale can terminate the agreement in full or in part with immediate effect without notice of default and without judicial intervention by means of a notice in writing if the client, whether provisional or not, is granted suspension of payment, if the client has filed a petition for bankruptcy or if his company is liquidated or terminated other than for the purpose of reconstruction or merger of companies. Soundsale will never be liable to pay any compensation for such termination.
15.4. If the client has already received performances for the execution of the agreement at the time of dissolution of the agreement as referred to in Article 15.1, these performances and the related payment obligation will not be reversed, unless Soundsale is essentially in default with respect to those performances. Amounts invoiced by Soundsale with regard to the work activities already performed for the execution of the agreement, continue to be fully due and become immediately payable at the time of termination, without prejudice to the right to full compensation of damage, including compensation of lost profits.
Article 16 – Ownership, risk and transfer of ownership
16.1. All goods delivered to the client remain the property of Soundsale until all the amounts the client may be due for the goods to be delivered or the work activities to be performed under the agreement, as well as possible statutory interest and extrajudicial costs, are fully paid to Soundsale. The client is not allowed, during the time that the payment obligations of the client have not been fully complied with regarding a good delivered, to form a new case or to have a new case formed. If the client forms a new case or has a new case formed from the goods delivered by Soundsale, the client does so on behalf of Soundsale and the client keeps that case for Soundsale, who is the owner of the newly formed case until the client has fully paid all the amounts due under the agreement. A client acting as reseller will be allowed to sell and pass on all goods subjected to Soundsale’s retention of title, but only insofar this is customary as part of the normal course of its business.
16.2. Rights will be granted or transferred to the client where appropriate, under the condition that the client pays the fee agreed on time and in full.
16.3. If a situation occurs as referred to in Article 15.3, Soundsale is entitled to take back the goods delivered under retention of title, including any required disassembly. The client has to grant Soundsale all cooperation and is obliged to pay the integral costs related to the above to Soundsale.
16.4. Once the goods are taken back as referred to in Article 16.3., the client will be credited for the market value of the repossessed goods, which in no case can be higher than the original purchase price, reduced by the costs related to the repossession of the goods.
16.5. The risk of loss or damage of goods that are subject of the agreement, will be transferred to the client at the time on which these goods were brought to the factual power of disposal of the client or an assistant used by the client. Returns fall under the risk of the client.
16.6. If the client provides to Soundsale goods for processing, repair, inspection or otherwise, these goods are stored with Soundsale at the expense and the risk of the client. The client has to take care of adequate insurance.
16.7. Damages to goods caused by destruction of packaging or other transport damage caused by the carrier of the client, is at the expense and the risk of the client. Damage to products stored upon request of the client, will be at the expense of the client.
Article 17 – Applicable law and competent court
17.1. Dutch law applies to all agreements concluded with Soundsale.
17.2. The competent court is authorised to take cognisance of disputes arising between parties under the agreement.