Terms of service

Terms of Service

General terms and conditions SOPHIA MAE

Parties/Definitions

SOPHIA MAE: Sophia Mae B.V. registered with the Chamber of Commerce under number 80484018, located at Amsterdamsestraatweg 29B, 1411AW Naarden, user of these general terms and conditions.
Further details of SOPHIA MAE:

Website: https://sophia-mae.com/

VAT identification number: NL861687693B01

Current (contact) details and possibilities can be found at: https://help.sophia-mae.com/en-US

Retailer: the (potential) buyer, being a natural or legal person acting in the exercise of its profession or business, of goods offered by SOPHIA MAE with the aim of subsequently reselling them to the end user at its own expense and risk.
Goods: the goods purchased and delivered by Retailer from SOPHIA MAE.
Shops: Retailer's shop or shops which it has indicated when creating its account in the B2B portal/B2B webshop and which have been approved by SOPHIA MAE (as the sales location of the Goods).

Applicability

SOPHIA MAE declares these general conditions applicable to every offer made by SOPHIA MAE and, whether or not resulting from it, agreements entered into by the parties with each other. Insofar as their content has not been changed, these general conditions shall also apply to future contractual relationships between the parties.
Deviations from these terms and conditions shall only apply insofar as they have been expressly agreed by the parties in writing.
General (purchase) conditions of Retailer are expressly rejected.
Third parties engaged by SOPHIA MAE in the execution of the agreement may also rely on these general conditions.
If one or more (part(s) of the provisions of these general terms and conditions are null and void or annulled, the other provisions of these general terms and conditions shall remain applicable. Parties will then consult to replace the void or nullified provisions, in which the purpose and meaning of the void or nullified provisions will be expressed as much as possible.

Offer and agreement

Any offer, whether in the form of an offer or otherwise, is entirely and unconditionally non-binding and revocable and has a validity of 14 days, unless otherwise indicated in writing by SOPHIA MAE.
Any offer is only valid as long as stocks last.
The prices as stated on the website, B2B-portal/B2B-webshop or in any other form of an offer are in Euros and exclusive of VAT and shipping costs and subject to levies, surcharges and other factors and may change from time to time.
All statements by SOPHIA MAE of numbers, sizes, weights, colour and other properties of the Goods in the designs, drawings, images, illustrations, photographs, samples or models shown or provided are indications only. A slight deviation from these in the delivered item shall not lead to a failure to fulfil the Agreement on the part of SOPHIA MAE.
An offer does not automatically apply to repeat orders. SOPHIA MAE shall never be obliged to resell and/or deliver Goods to Retailer afterwards. Retailer shall never be obliged to buy and/or purchase Goods again afterwards.
Obvious clerical errors and abusive mistakes in the offer shall not be binding towards SOPHIA MAE.
Retailer may place an order for the Goods with SOPHIA MAE via the B2B portal/B2B webshop. SOPHIA MAE will examine whether it can supply the desired Goods. It is not obliged to accept the order. Any order placed for the purchase of Goods shall be subject to the terms and conditions of these general terms and conditions.
The agreement is concluded if:

Order via the B2B portal/B2B web shop: at the moment when Retailer has correctly completed the order procedure on SOPHIA MAE's website and after the confirmation email of the agreement sent by SOPHIA MAE accepting the order has arrived in the mailbox of the email address provided by Retailer.

The agreement is expressly entered into under the suspensive condition of sufficient availability of the ordered products.
Each order via the B2B portal/B2B web shop should be regarded as a separate agreement to which these general terms and conditions apply.

Execution and delivery

Retailer shall give SOPHIA MAE the opportunity to execute the agreement. Retailer undertakes to provide the necessary cooperation for the execution of the agreement by SOPHIA MAE.
SOPHIA MAE shall endeavour to fulfil the agreement within the specified/estimated period. This period is not fatal, as a result of which Retailer should always first give SOPHIA MAE notice of default, whereby a long and reasonable period, of at least 30 days, should be given before proceeding to any remedy.
If SOPHIA MAE takes care of delivery/delivery, Retailer should provide a delivery address where SOPHIA MAE can deliver/deliver the Goods to be delivered on the date indicated. This delivery address cannot be changed without SOPHIA MAE's consent. If Retailer is not present on the indicated date when Goods are delivered, the costs of offering the Goods at a subsequent time shall be borne by Retailer. Retailer will then receive a notice that the order can be collected at a location indicated by SOPHIA MAE after payment of the additional costs, this also includes the logistics (planning) costs at the storage location due to unexpected extra storage.
SOPHIA MAE reserves the right to change the goods it offers and the specifications at its discretion. This right includes the right to introduce new versions of goods as well as to withdraw goods or part of them from the range.
SOPHIA MAE is free to have the order and or delivery carried out by third parties. Section 7:404 of the Civil Code is expressly excluded in the agreement.
Delivery of Goods shall only take place after the conclusion of the agreement. The risk of loss or reduction in value of the Goods to be delivered passes to Retailer from the moment they are or were to be made available to him, but this moment has been delayed under Retailer's responsibility. This irrespective of whether the transfer of ownership has already taken place.
SOPHIA MAE is entitled to execute the agreement in several phases and to invoice the part thus executed separately. If the agreement is executed in phases, SOPHIA MAE may suspend the execution of those parts belonging to a subsequent phase until Retailer has approved in writing the results of the preceding phase. By approval, SOPHIA MAE can no longer be held liable or defects that could reasonably have been known at the time of approval.
Without being in default, SOPHIA MAE can refuse a request to amend the agreement if this could have qualitative and/or quantitative consequences, for example for the Goods to be delivered in that context.

Obligations of Retailer

Retailer acts in relation to the Products as an independent seller. Retailer is in no way the representative or agent of SOPHIA MAE. Retailer is therefore acting for its own account and risk. Retailer therefore acts at all times in its own name and for its own account and risk with customers and indemnifies SOPHIA MAE against all third party claims (direct and indirect) against it.
Retailer shall comply with all applicable laws and regulations when (re)selling the Goods. Retailer shall, as far as applicable, arrange for the necessary permits to buy, distribute, advertise and sell the Goods.
Retailer shall give SOPHIA MAE the opportunity to perform the Agreement. Retailer undertakes to provide the necessary cooperation for the performance of the agreement by SOPHIA MAE. This includes being present at the delivery address specified by Retailer on the agreed delivery date;
If the obligations in paragraph 3 are not fulfilled (on time/timely), Retailer shall inform SOPHIA MAE of this in a timely manner. SOPHIA MAE shall be entitled to charge Retailer for any additional costs involved, such as storage, travel or labour costs, as a result.
If the obligations in paragraph 3 are not fulfilled (on time/timely), SOPHIA MAE shall not be obliged to compensate Retailer for the damage resulting from a delay in delivery or completion.
Retailer shall ensure that all data, which SOPHIA MAE indicates are necessary or which Retailer should reasonably understand are necessary for the execution of the agreement, are provided to SOPHIA MAE in a timely manner. Retailer itself bears the risk and responsibility of correct and timely delivery of the required information and its content, regardless of how Retailer provides it. If the required information is not provided to SOPHIA MAE on time, SOPHIA MAE is entitled to suspend the execution of the agreement and/or to charge Retailer for the additional costs resulting from the delay according to the usual rates.
Retailer guarantees that digitally supplied material is safe and does not contain any viruses or other harmful content, which may in any way cause damage to the computer systems, computer programmes of SOPHIA MAE and/or third parties.
Retailer shall not make any changes to the Goods supplied to it from SOPHIA MAE, nor the packaging or labelling without SOPHIA MAE's prior written consent.
When providing information about the Goods to its (potential) customers, Retailer shall use the product information provided by SOPHIA MAE to Retailer. If proprietary information is used in violation of the foregoing, Retailer shall be fully responsible and any responsibility/liability of SOPHIA MAE shall lapse. Retailer shall ensure that it does not provide incorrect or misleading information about the Goods to third parties.
Retailer shall not alter, remove or change any intellectual property rights (trademarks, logos, images), numbers or other identifying marks affixed to the Goods or used in connection therewith (e.g. promotion). Retailer shall not use SOPHIA MAE's marks in any way to detract from the distinctiveness, reputation, validity or goodwill of SOPHIA MAE or SOPHIA MAE's corporate or trade name. Retailer shall not use or register a trademark or trade name that is so similar to a trademark or trade name of SOPHIA MAE as to cause confusion (including indirect confusion) or deception. Retailer shall not, without SOPHIA MAE's prior written consent, use any trademark other than SOPHIA MAE's trademarks for the Goods. Retailer shall strictly adhere to the guidelines and instructions for the use of the trademarks as provided by SOPHIA MAE from time to time.
Retailer shall, prior to the (re)sale of the Goods, investigate whether the Goods and the product information comply with all requirements of applicable laws and regulations, third party rights (such as IP rights), quality requirements and safety standards within the geographic area where the Goods are sold by Retailer and/or consumed (with reasonable expectation) by its customers, and shall be and remain responsible for such compliance. Retailer shall indemnify and hold SOPHIA MAE harmless from and against any claims by third parties (including governmental authorities) in connection with the failure of the Goods to comply with local laws and regulations and for all damages and costs that SOPHIA MAE shall suffer or incur in connection with any such claim.
Retailer shall immediately notify SOPHIA MAE of any complaints it receives about the Goods using the contact details set out in clause 1.2.
Subject to SOPHIA MAE's written consent, Retailer shall not disclose to any third party in any way this Agreement and anything of which it becomes aware in connection with the conclusion or performance of this Agreement (such as SOPHIA MAE's sale prices or an announcement of future Goods to be offered by SOPHIA MAE) and the confidential nature of which it knows or could reasonably suspect, except to the extent disclosure is necessary for the performance or enforcement of Retailer's rights under this Agreement.
If SOPHIA MAE has well-founded fears that the Goods it has delivered may be non-conforming (under the agreement or applicable laws/regulations), it has the right to recall them. Retailer shall cooperate by returning the Goods at SOPHIA MAE's expense. SOPHIA MAE shall then return the purchase price, without being obliged to pay any additional compensation.
Retailer may only (re)sell the Goods in the Stores specified by it when creating its account in the B2B portal/B2B webshop. Retailer is therefore not allowed to sell the Goods online or at any other location than the aforementioned Shops. Retailer shall not sell and deliver the Goods to customers outside these Shops without SOPHIA MAE's prior written consent. Any sale and delivery by Retailer outside the Shops without SOPHIA MAE's prior written consent shall constitute a violation of applicable trademark law. Retailer is obliged to ensure that its customers do not sell or resell the Goods within or outside Retailer's Shops. Such action constitutes a violation of SOPHIA MAE's applicable intellectual property rights, for which Retailer shall be jointly liable if it is aware of it and/or could have prevented it.
Retailer shall communicate to SOPHIA MAE all requests for information/sales regarding the Goods from (potential) customers outside its Shops.
Retailer shall endeavour to advertise, distribute and sell the Goods in its specified Shops. In carrying out its activities, Retailer shall comply with all applicable laws and regulations. Retailer shall, where applicable, arrange for the necessary permits to purchase, distribute, advertise and sell the Goods in the Shops.
In the interests of uniformity, Retailer shall furnish and keep furnished the part of its Store where it offers the Goods for sale in accordance with SOPHIA MAE's guidelines, which may change from time to time. This includes the use of a shop display which Retailer is required to purchase from SOPHIA MAE, certain house style and other instructions, as may be notified by SOPHIA MAE.
Retailer shall strictly adhere to the instructions provided by SOPHIA MAE in all communications regarding the Goods in the Store or via the internet and media based on this technology, including social media, in order to maintain the quality of SOPHIA MAE's image.
SOPHIA MAE may coordinate collective advertising and marketing activities that apply to certain or all retailers. The costs of the advertising activities referred to in this paragraph shall be borne by Retailer. Retailer shall loyally participate in these collective activities and shall purchase and set up or use the advertising and promotional material in and around the Store in accordance with standard instructions.
If the SOPHIA MAE or suppliers designated by the SOPHIA MAE develop (or have developed) advertising material to stimulate the sales of all affiliated retailers, Retailer is obliged to cooperate in this and to purchase, set up and/or use in the Store the quantity of leaflets, displays and other advertising and promotional material to be specified by the SOPHIA MAE in support of these activities. If this material is provided to Retailer by a supplier free of charge, Retailer shall not be liable to pay any fee for this. Retailer undertakes to carry out all advertising in accordance with the house style and other guidelines and instructions developed by SOPHIA MAE.
Retailer is obliged to keep the selling prices it charges its customers for the Goods at all times in line with the minimum and/or maximum selling prices set by SOPHIA MAE, which may change from time to time. In relation to parts of the Goods' range that the SOPHIA MAE temporarily includes in an advertising and promotional campaign, the franchisee shall be required to adhere to the selling price stated in that promotion during that promotional period.
If Retailer acts in breach of any agreement in this article, SOPHIA MAE shall forfeit an immediate, non-reducible and fully claimable fine of EUR. 5,000 for each breach and EUR. 500,- for each day or part thereof that such breach continues. The aforementioned penalty shall not affect Retailer's obligation to fully indemnify SOPHIA MAE if the damage should exceed the aforementioned penalty.

Retention of Title

In contrast to the actual transfer of (fysic) power, ownership of the Goods to be delivered will only pass to Retailer after it has paid in full all that Retailer owes or will owe to SOPHIA MAE under the agreement. This includes not only the purchase price, but also, among other things, any fines, additional costs or extrajudicial collection costs that may be owed.
Pursuant to this retention of title, Retailer is therefore not entitled to alienate or encumber the Goods with, for example, a right of pledge.
In connection with the effectiveness of the retention of title, Retailer undertakes to inform SOPHIA MAE in a timely and adequate manner in the event of imminent bankruptcy, suspension of payment, debt restructuring or when third parties threaten to seize one of the Goods delivered with retention of title. Retailer is also obliged to adequately insure the Goods delivered under retention of title against damage and theft.
If Retailer is in default of any obligation under the agreement, Retailer is obliged, at the request of SOPHIA MAE, to provide all necessary cooperation so that SOPHIA MAE can once again dispose of the delivered Goods unencumbered. This includes any obligation to return the Goods at SOPHIA MAE's request at its own expense.

Warranty and liability

The Retailer accepts that all Goods are sold with all known, unknown, visible and invisible factual and legal defects, charges and limitations.
No warranties shall be given, other than to the extent warranted by SOPHIA MAE's supplier or otherwise expressly agreed.
The Retailer is obliged to check the delivery and performance for conformity with regard to quantity and quality as soon as possible, but within 48 hours. If the performance does not meet the conformity agreed on the basis of the agreement, and therefore there is a defect, The Retailer should inform SOPHIA MAE within 5 working days after delivery.
Following the provision of information as referred to in the previous paragraph, SOPHIA MAE shall reasonably repair or replace the defect free of charge. Only if neither of the two remedies described above provides a solution to effectively remedy the defect, The Retailer shall be entitled to (partially) terminate the agreement in respect of this defect, whereby The Retailer shall bear the costs of returning the delivered goods. The foregoing applies without The Retailer being entitled to any compensation.
If the defect was caused by an error attributable to The Retailer or The Retailer informed SOPHIA MAE of the defect too late, its right to repair, replacement or possible dissolution as described in this article shall lapse. The burden of proof that the fault is not attributable to The Retailer lies with The Retailer.
The existence of a defect does not suspend The Retailer's payment obligation.
The Retailer is never entitled to any remedy if the item has been used or (re)sold incorrectly or carelessly in breach of the agreements in the agreement and these general terms and conditions. The Retailer is obliged to use/promote/sell the Goods in accordance with the appropriate documents, such as an instruction manual, media and/or instructions/information on the packaging of the Goods from SOPHIA MAE. The Retailer undertakes to have the Goods used only by persons properly instructed on their use. If the aforementioned is not observed or extras and/or changes, in any form whatsoever, are made by The Retailer, the any warranty/claim for remedy shall lapse.
Should SOPHIA MAE be liable to The Retailer without delay, this liability shall at all times be limited to the amount of any invoice amount plus 15% or else to the amount to which the professional or corporate liability insurance taken out by SOPHIA MAE gives claim.
SOPHIA MAE's liability shall at all times not extend to personal injury or consequential damage and, except in the case of intent or gross negligence, also not to property damage, immaterial damage or loss of profit.
The Retailer shall indemnify SOPHIA MAE for third-party damage arising in connection with the agreement because SOPHIA MAE has acted, including omitted to act, on the basis of information, data and documents provided by The Retailer that are incorrect, incomplete or late or in deviation from these general conditions.

Prices and payment

The offer is made by mutual agreement. By concluding the agreement, the parties consider the prices to be reasonable and fair.
Unless otherwise agreed, The Retailer shall pay the money due in full prior to SOPHIA MAE's delivery. In any event, invoices shall be paid within 15 days of receipt of the invoice by giro transfer. SOPHIA MAE is entitled to send the invoice immediately after the conclusion of the agreement.
If the agreed term of payment is exceeded, SOPHIA MAE is immediately entitled to charge The Retailer default interest of 1% of the principal sum per month as well as an amount for extrajudicial collection costs. The latter costs amount to 15% of the principal sum owed with a minimum amount of EUR. 100,- excluding VAT.
Without explicit and written consent from SOPHIA MAE, The Retailer is not allowed to apply set-off and/or suspension and/or deduction in respect of its payment obligations.

Termination of the agreement

SOPHIA MAE is entitled to terminate the agreement with The Retailer with immediate effect for the future by means of a written notification without (further) prior notice of default if:

(a) The Retailer discontinues or otherwise liquidates all or part of its business operations and/or substantially changes or transfers its business activities to a third party without SOPHIA MAE's prior written consent;

b) The Retailer is granted suspension of payments (whether provisional or not) or The Retailer is declared bankrupt, The Retailer applies for a debt restructuring arrangement or The Retailer is placed under guardianship or administration;
c) A right accruing to The Retailer is seized;
d) The Retailer has not complied with an agreement referred to in Article 5;
e) The Retailer is in arrears for more than 2 months.

In the event of termination of the agreement, all payments owed by The Retailer to SOPHIA MAE shall be immediately due and payable in full. If the delivery is not completed in full, The Retailer shall owe a proportional part of the total sum of money.
In the event of termination of the agreement, The Retailer shall, at SOPHIA MAE's request, provide all necessary cooperation enabling SOPHIA MAE to again dispose of delivered items without encumbrance.
The Retailer has no right of withdrawal because The Retailer is not acting as a consumer, but in the exercise of a business or profession.

Force majeure

In addition to what is understood in the law and jurisprudence, force majeure includes all external causes, foreseen or unforeseen, which SOPHIA MAE cannot influence. This will include war, strikes, traffic disruptions, unforeseeable stagnation, disruptions in the supply of energy, transport difficulties, fire, loss or damage during transport, import and/or export restrictions, epidemics, pandemics and government measures.
During force majeure, obligations of SOPHIA MAE shall be suspended. If fulfilment due to force majeure is impossible for more than one month or if there are other circumstances that make it disproportionately difficult for SOPHIA MAE to fulfil its obligations, SOPHIA MAE shall be entitled to dissolve the agreement in whole or in part by giving notice to The Retailer and without judicial intervention, without any obligation to pay damages in that case.
If, when force majeure occurs, SOPHIA MAE has already partially fulfilled its obligations, it shall be entitled to invoice separately the part already delivered or performed, or, in the case of advance payments, to credit part of it.

Intellectual property rights

SOPHIA MAE reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations.
The brands, images, logos and photographs used and displayed on the Website and Goods of SOPHIA MAE are registered or unregistered intellectual property rights of SOPHIA MAE or third parties and may not be used commercially without the prior consent of the holder of those brands.
The Retailer shall not make any changes to the Goods supplied to it from SOPHIA MAE, nor the packaging or labelling without SOPHIA MAE's prior written consent.

Amendments to the general terms and conditions

In the case of long-term agreements, which end by expiry of time, SOPHIA MAE reserves the right to amend or supplement these general conditions. Amendments also apply to agreements already concluded subject to a period of 30 days after the announcement of the amendment. Changes of minor importance may be made at any time. If The Retailer does not wish to accept a change in these general terms and conditions, it must have announced this in writing before the date on which the new general terms and conditions enter into force. If, after an announced change by The Retailer, a payment has been made on a new order, the new version shall in any case be deemed to have been accepted.
SOPHIA MAE shall at all times have the right to amend these general terms and conditions prior to any new order that is not based on a continuing agreement.

Forum, choice of law and transfer of rights

SOPHIA MAE is authorised to transfer its rights and obligations under this agreement to a third party. The Retailer is only authorised to transfer its rights and obligations to a third party with the written consent of SOPHIA MAE.
This - and other - agreement(s) concluded between the parties is exclusively governed by Dutch law, with the express exception of the Vienna Sales Convention. Should an obligation arise between the parties in the future, other than as a result of an agreement, that obligation shall also be governed by Dutch law.
In the event that a dispute arises from the agreement between the parties, the exclusive absolute competent court is the court in the district under which SOPHIA MAE's place of business falls. In the event that a dispute arises between the parties regarding non-contractual obligations, the exclusively absolute competent court is also the court in the district under which SOPHIA MAE's place of business falls.