General Terms and Conditions
SΦFI Studios
Article 1 - Definitions
1. Seller: SΦFI Studios, located in Amsterdam under Chamber of Commerce number 88950298.
2. In these general terms and conditions, the seller's other party is referred to as the buyer.
3. Parties: Refers to the seller and buyer collectively.
4. Agreement: Refers to the purchase agreement established between the parties.
Article 2 - Applicability of General Terms and Conditions
1. These conditions apply to all quotations, offers, agreements, and deliveries of services or goods by or on behalf of the seller.
2. Parties may only deviate from these conditions if they have explicitly agreed in writing to do so.
3. Parties expressly exclude the applicability of additional and/or deviating general terms and conditions stipulated by the buyer or third parties.
Article 3 - Prices
1. All prices quoted by the seller include VAT but exclude other costs such as administrative costs, levies, delivery, customs/import taxes, and transport costs, unless stated or agreed otherwise.
2. For delivery of the products to customers located in EU countries, VAT will be charged as per applicable law at the time of the sale.
3. The seller reserves the right to change the prices of its products, as listed on its website or otherwise, at any time.
4. Unforeseeable increases in the cost prices of products or components thereof may result in price increases.
5. The buyer has the right to terminate an agreement due to a price increase as mentioned in paragraph 4 unless the increase results from a legal regulation.
Article 4 - Exchange
1. Products purchased in-store, at a seller's event, or other points of sale cannot be exchanged or returned.
Article 5 - Delivery of Orders
1. Delivery occurs 'ex factory/shop/warehouse', meaning all associated costs are borne by the buyer.
2. The buyer is obliged to purchase the goods when the seller delivers them or has them delivered, or when the goods are made available to the buyer in accordance with the agreement.
3. If the buyer refuses delivery or fails to provide necessary information or instructions for delivery, the seller may store the item at the buyer's expense and risk.
4. The seller is entitled to charge any costs associated with the delivery of goods.
5. The delivery time commences once the buyer provides the seller with the necessary information for executing the agreement.
6. Any delivery period specified by the seller is indicative and not a strict deadline. If the period is exceeded, the seller must notify the buyer.
7. The delivery time begins once the buyer completes the (electronic) ordering process and receives an (electronic) confirmation from the seller.
8. The seller may deliver goods in parts, unless otherwise agreed upon in writing by the parties or if partial delivery has no independent value. The seller may invoice for each part separately.
Article 6 - Packaging and Shipping of Orders
1. If a product’s packaging is opened or damaged upon delivery, the buyer must have the delivery person note this before accepting the product; otherwise, the seller cannot be held liable for any damage.
2. If the buyer arranges transport for a product, they must report any damage to the product or its packaging to the seller prior to transport. Failure to do so relieves the seller of liability for any subsequent damage.
Article 7 - Right of Withdrawal for Orders
1. Buyers who make online purchases are legally entitled to a 14-day reflection period from the day they receive their order. During this 14-day period, buyers may cancel the purchase or contract without providing any reasons, thereby exercising their right of withdrawal.
2. The buyer has the right to terminate the agreement without providing reasons within 14 days of receiving the order. This period commences when the buyer receives the entire order.
3. There is no right of withdrawal for products customized to the buyer's specifications or for products that cannot be returned due to hygienic reasons (e.g., underwear, swimwear).
4. The buyer may use a withdrawal form provided by the seller, who must make it available immediately upon request.
5. After notifying the seller of their intention to withdraw, the buyer must return the product to the specified return address within 14 days. Failing to do so will result in the lapse of the right of withdrawal.
6. During the reflection period, the buyer should handle the product and its packaging with care, unpacking or using the product only to the extent necessary to determine whether they wish to keep it. If the buyer decides to exercise the right of withdrawal, they should return the unused and undamaged product with all accessories, and—if reasonably possible—in the original shipping packaging, following the clear instructions provided by the seller.
7. The seller commits to refunding the purchase price of returned products within 14 days, provided the products are returned within this period or the buyer can demonstrably prove they have returned the product.
8. The purchase price of returned orders will be refunded using the same payment method and to the same account used to place the order.
Article 8 - Reimbursement of Delivery Costs
1. If the buyer exercises their right of withdrawal promptly and consequently returns the complete order to the seller in a timely manner, the seller will refund standard shipping costs paid by the buyer within 14 days of receiving the returned order.
2. If the buyer chooses an additional service, like express delivery, the seller is not obliged to refund the extra costs associated with this premium service. Only the costs for standard shipping will be refunded.
3. Delivery costs will be refunded by the seller only if the entire order is returned.
Article 9 - Reimbursement of Return Costs
1. If the buyer exercises their right of withdrawal during the 14-day reflection period as outlined in Article 7, the costs for returning the products, whether it's a partial or entire order, will be borne by the buyer.
Article 10 - Inspection and Complaints
1. The buyer is obliged to inspect the delivered product upon delivery, or within the shortest possible time frame, to verify that the quality and quantity of the delivered goods align with what was agreed upon, or at least meet the standards expected in regular (trade) transactions.
2. Please be aware that as garments are vintage and pre-worn, there may be some marks or wear and tear, which you accept at the point of sale.
3. Pictures of the Products displayed on the Website are for illustrative purposes only. Although we have made every effort to display the Products accurately, we cannot guarantee that a device’s display of our Products accurately reflects them. In particular, the colors, fabric, shade, grain, and texture of the Products shown on your screen may vary from those on the actual Product. Therefore, you should rely exclusively on the description of the Products and their characteristics as mentioned on the Website.
4. Any complaints regarding damage, shortages, or loss of delivered goods must be submitted in writing by the buyer to the seller within 10 working days after the delivery date.
5. If a complaint lodged within the specified period is deemed valid, the seller reserves the right to either repair, redeliver, or forego delivery and issue a credit note for that portion of the purchase price.
6. Minor and/or industry-standard deviations and differences in quality, quantity, size, or finish cannot be grounds for claims against the seller.
7. Complaints about a particular product do not affect other products or parts involved in the same agreement.
8. No complaints will be accepted once the buyer has utilized the goods.
Article 11 - Right to Dissolution
1. The buyer has the right to dissolve the agreement if the seller fails to meet their obligations, unless this failure, due to its unique nature or minor significance, does not justify dissolution.
2. If the seller's inability to meet obligations is either permanent or on a temporary basis, dissolution can only occur after the seller is in default.
3. The seller has the right to dissolve the agreement with the buyer if the buyer fails to meet their obligations under the agreement on time or in full, or if circumstances arise that give the seller reasonable grounds to believe that the buyer will not fulfill their obligations properly.
Article 12 - Force Majeure
1. In addition to the provisions of Article 6:75 of the Civil Code, a failure by the seller to meet any obligation towards the buyer cannot be attributed to the seller in any situation unforeseen at the time of entering into the agreement, which hinders the fulfillment of their obligations.
2. Force majeure, as described in paragraph 1, also includes but is not limited to: emergencies (such as civil war, insurrection, terrorism, riots, natural disasters); fires; unexpected disruptions to power, internet, computer, and telecom services; computer viruses; strikes; government measures; unforeseen transportation issues; adverse weather conditions; and work stoppages.
3. Force majeure is also considered to occur when suppliers or other third parties that the seller relies on for the execution of the agreement fail to meet their contractual obligations to the seller, unless the seller is at fault.
4. If a force majeure situation arises preventing the seller from fulfilling their obligations to the buyer, these obligations will be suspended until the seller can meet them.
5. If the seller cannot fulfill their obligations due to force majeure, they are not liable for damages incurred by the buyer, even if the seller derives any benefits from the situation.
6. If the force majeure lasts for more than three months, either party has the right to terminate the agreement, in whole or in part, with immediate effect. Termination must be communicated through registered mail.
Article 13 - Payment for Orders
1. The full purchase price is due at the time of ordering, unless stated or agreed upon.
2. If the buyer fails to pay within the agreed period, the seller is entitled to charge a statutory interest of 2% per month for non-commercial transactions from the day the buyer is in default, with a part of a month counted as a full month.
3. If the buyer remains in default after the agreed upon time of payment, the seller will proceed with collection. The buyer is then responsible for any extrajudicial collection costs and any compensation owed to the seller.
4. Collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.
5. If the buyer fails to make timely payment, the seller may suspend their obligations until the payment is received.
6. In the event of liquidation, bankruptcy, seizure, or suspension of payment by the buyer, the claims of the seller on the buyer are immediately due and payable.
7. If the buyer refuses to cooperate with the execution of the agreement by the seller, they are still required to pay the agreed price to the seller.
Article 14 - Retention of Title
1. The seller retains ownership of all delivered products until the buyer has fully met all payment obligations under any agreement with the seller, including claims related to non-compliance.
2. Until then, the seller can invoke their retention of title and reclaim the goods.
3. The buyer may not pledge, sell, dispose of, or otherwise encumber the products before ownership has been transferred to them.
4. If the seller invokes their retention of title, the agreement will be considered dissolved, and the seller has the right to claim damages, lost profits, and interest.
5. The seller commits to insuring the goods delivered to the buyer under retention of title and keeping them insured against fire, explosion, water damage, and theft. The insurance policy will be made available for inspection upon first request.
Article 15 - Right of Complaint
1. Once the buyer is in default, the seller has the right to invoke the right of complaint regarding the unpaid products delivered to the buyer.
2. The right of complaint is invoked through a written or electronic statement.
3. Upon notification of the invoked right of complaint, the buyer must immediately return the products to which this right applies, unless other arrangements are agreed upon by the parties.
4. Costs associated with retrieving or returning the products will be borne by the buyer.
Article 16 - Right of Suspension
1. Unless the buyer is a consumer, the buyer relinquishes the right to suspend any obligation arising from this agreement.
Article 17 - Right of Retention
1. The seller may invoke their right of retention and withhold the buyer's products until all outstanding invoices are paid unless sufficient security for these costs is provided by the buyer.
2. The right of retention also applies to previous agreements from which the buyer still owes payments to the seller.
3. The seller is not liable for any damage the buyer may suffer as a result of the exercise of the right of retention.
Article 18 - Settlement
1. Unless the buyer is a consumer, the buyer relinquishes their right to offset a debt to the seller against a claim on the seller.
Article 19 - Custody
1. If the buyer accepts ordered products later than the agreed delivery date, the risk of any quality loss is entirely borne by the buyer.
2. Any additional costs resulting from early or late acceptance of products will be entirely borne by the buyer.
Article 20 - Intellectual Property
1. The seller retains all intellectual property rights (including copyrights, patents, trademarks, design rights, etc.) on all designs, drawings, writings, data carriers, images, sketches, models, etc., unless otherwise agreed in writing.
2. Without prior written permission from the seller, the buyer may not copy, display, or make available to third parties, or use in any other way, the intellectual property rights mentioned above.
Article 21 - Submitted Materials
1. We appreciate hearing from our users. Any suggestions, proposals, creative ideas, concepts, photos, text, or other contents and materials (excluding personal information) sent to us via the website or otherwise ("Submitted Materials") will be considered non-confidential and non-proprietary.
2. While users retain all ownership rights in the Submitted Materials, by uploading or sending Submitted Materials, users grant us a global, irrevocable, free-of-charge, non-exclusive licence to use, operate, store, copy, modify, distribute, and make available such materials to third parties. This licence applies to any form or media currently known or developed in the future for any purpose, including but not limited to advertising, promotion, product development, and other commercial purposes, for the duration of the protection of these materials.
3. Users must comply with the "Use of the Website" provisions outlined in Article 3.1 when uploading content or Submitted Materials to our Website or interacting with other users.
4. Users are solely responsible for the content and accuracy of any Submitted Materials or postings made.
5. We reserve the right to reject, delete, or remove any Submitted Materials or postings made on the Website for any or no reason, especially if, in our judgement, such materials or postings violate the General Terms and Conditions.
Article 22 - Warranty
1. Warranty on products applies only to defects caused by faulty manufacturing, construction, or materials.
2. Washing instructions are provided on the purchase tags of each product, or in writing included with the order. It is advised to hand wash the products as the paint on them can fade over time. Note that fading paint is not considered a defect under this warranty, and the seller is not responsible for any fading that may occur with normal use and washing.
3. The warranty does not cover normal wear and tear or damage resulting from accidents, alterations made to the product by the buyer or third parties, negligence or improper use by the buyer, or when the cause of the defect cannot be clearly determined.
4. The risk of loss, damage, or theft of the products subject to the agreement transfers to the buyer at the moment of legal and/or factual delivery, at least at the point where they fall under the control of the buyer or a third party designated by the buyer.
Article 23 - Indemnity
1. The buyer indemnifies the seller against all third-party claims related to the products and/or services provided by the seller.
Article 24 - Complaints
1. The buyer must promptly examine any product or service provided by the seller for possible deficiencies.
2. If a delivered product or service does not align with what the buyer could reasonably expect based on the agreement, the buyer must inform the seller of this as soon as possible, but no later than 2 months after discovering the deficiencies.
3. The buyer shall provide as detailed a description as possible of the deficiency so that the seller can respond adequately.
4. If a complaint is justified, the seller is obliged to repair, and if necessary, replace the product.
5. The buyer must demonstrate that the complaint pertains to an agreement between the parties.
6. If a complaint relates to ongoing work, this does not obligate the seller to perform work other than what was agreed upon.
Article 25 - Notice of Default
1. The buyer must provide written notice of default to the seller.
2. It is the buyer's responsibility to ensure that the notice of default is effectively received by the seller in a timely manner.
Article 26 - Joint and Several Liability of Buyers
1. If the seller enters into an agreement with multiple buyers, each buyer is jointly and severally liable for the full amounts owed to the seller under that agreement.
Article 27 - Seller’s Liability
1. The seller is liable for damages suffered by the buyer only if the damage results from intentional or recklessly negligent acts by the seller.
2. If the seller is liable for damages, the liability is limited to direct damages arising from or related to the execution of an agreement.
3. The seller is not liable for indirect damages, including but not limited to consequential damages, lost profits, lost savings, or damages to third parties.
4. If the seller is liable, the liability is limited to either the amount paid by the liability insurance or, if the insurance does not cover or fully pay, to the part of the invoice amount to which the liability relates.
5. All images, photos, colors, drawings, and descriptions on the website or in a catalog are indicative and approximate and cannot lead to compensation or (partial) dissolution of the agreement or suspension of any obligation.
Article 28 - Transfer of Rights
1. Rights under this Agreement may not be transferred by any party without the prior written consent of the other party. This provision acts as a property law clause as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.
Article 29 - Expiry Period
1. Any right of the buyer to compensation from the seller expires 12 months after the event giving rise to the liability, directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
You will be asked to agree to these General Terms and Conditions before placing an order. We therefore advise you to read these documents carefully, and in particular these General Terms, before proceeding with any purchase, and save or print a copy for future reference. If you do not agree to these General Terms and Conditions, and our Privacy Policy, you will not be able to order any Products from the Website.
Pictures of the Products displayed on the Website are for illustrative purposes only. Although we have made every effort to display the Products accurately, we cannot guarantee that a device’s display of our Products accurately reflects them. In particular, the colors, fabric, shade, grain, texture of the Products shown on your screen may vary from those on the actual Product. Therefore, you should rely exclusively on the description of the Products and their characteristics as mentioned on the Website.