Terms & Conditions

Society of Lifestyle A/S
Version 1.1 (updated on 26 January 2023)

1. Introduction

The Terms and conditions (“Terms and Conditions”) apply to the delivery of all types of products, deliveries, goods, and services (“Goods”).

The Terms and Conditions form an integral part of the Agreement (as defined below). The provisions of the Agreement prevail in the event of conflict with the provisions of the Terms and Conditions.

“Agreement” means any agreement regarding delivery of Goods between any customer as set out therein (“Customer”) and Society of Lifestyle A/S (“SOL”), regardless of the medium and method of entering into the Agreement and whether signed, confirmed by e-mail, or otherwise legally formed.

SOL is entitled to adjust and amend the Terms and Conditions without further notice with effect for the future.

An updated version of the Terms and Conditions is always available on SOL’s website and otherwise upon request. Customer is obliged to keep itself up to date with the current version.

2. The goods

The Goods are specified in the Agreement which contains the exhaustive specification of the Goods and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.

The Goods comply with current Danish legislation at the time of delivery.

3. Order process

When Customer has placed an order with SOL, Customer is bound by the order. Upon SOL’s written confirmation of the order (the order confirmation) a binding Agreement on the delivery of Goods has been entered.

Customer cannot cancel or modify confirmed orders.

SOL reserves the right to make changes to the order, including but not limited to the replacement of a discontinued Good, reduction of the order quantity and the like in the event of unforeseen circumstances or changes in SOL’s range of Goods. Such changes do not entail a right for the Customer to cancel the order.

If an unsatisfactory credit rating of Costumer is received subsequent to the order confirmation, SOL is entitled to cancel the order without liability of any kind, to demand a bank guarantee, or to demand payment in advance.

SOL reserves the right to refuse to deliver Goods to any person, any partnership, and any company, at any time and for whatever reason.

4. Delivery

General
Unless otherwise expressly agreed in writing, delivery of the Goods shall be made in accordance with Incoterms 2020 DAP SOL's address in Ikast with the deviations set out in the Terms and Conditions.

For delivery of Goods to Greenland and Faroe Island as well as countries outside of the EU and for delivery of Goods that are not delivered for the purpose of the resale, delivery shall be made in accordance with Incoterms 2020 Ex Works SOL's address in Ikast.

If SOL shall deliver the Goods to the delivery address specified in the order confirmation, delivery of the Goods takes place at the first curb at the specified delivery address (i.e., sidewalk, driveway, and the like at street level, where the truck can stop as close as possible to the specified delivery address).

If Customer is not available at the agreed time of delivery, the Goods will be returned SOL’s warehouse at Customer’s expense and risk. Hereafter, a new time of delivery may be agreed upon at Customer’s initiative and at Costumer’s expense.

Delivery does not include unloading of the Goods.

The risk of the Goods passes to Customer at the time of delivery.

Time of delivery
Unless otherwise expressly agreed in writing, SOL is not obliged to deliver the Goods on a specific date.

If a date for delivery is specified in the Agreement, the date specified only constitutes a non-binding, estimated date of delivery. SOL will endeavour delivery of the Goods as close thereto as possible but is under no obligation to do so.

Partial delivery may take place at SOL’s discretion.

Delivery impossibility
In the event of the inability to deliver due to circumstances attributed to Customer, including but not limited to circumstances for which Customer is responsible, Customer shall bear the total costs incurred by SOL for the delivery and handling of the Goods.

5. Freight charges

General Unless otherwise expressly agreed in writing or stipulated in the Terms and Conditions, SOL shall bear the freight charges to the following listed countries (freight charges):

• Denmark
• Iceland
• Norway
• France
• Finland
• Netherlands
• Deutschland
• Austria
• Switzerland
• Belgium
• Luxembourg
• Ireland
• Sweden
• Great Britain

For delivery of Goods to other countries not listed above, Customer will be charged a freight fee of EUR 150, unless otherwise is stipulated in the section “Special freight charges” below.

Special freight charges
For delivery of Goods to Greece, Customer will be charged freight charge of EUR 400.

For delivery of Goods to Spain, Portugal or Italy, Customer will be charged a freight charge of EUR 95.

6. Minimum order amount

Unless otherwise expressly agreed in writing, the below listed limits for minimum order amount apply when Customer places an order with SOL.

Minimum order amount pr. Order
Denmark: DKK 2.000
Iceland, Greenland, Faroe Island: DKK 10.000
Sweden: SEK 3.000
Norway: NOK 5.000
Deutschland, Austria, Finland, Holland, Belgium, Luxembourg, France: EUR 300
Switzerland, Liechtenstein, San Marino: EUR 500
Great Britain: GBP 700
Malta, Cyprus: EUR 1.500
Slovenia, Slovakia, Croatia: EUR 10.000
All other countries within EEA: EUR 500
All countries outside EEA: EUR 10.000

If Customer’s order amount does not exceed the above listed limits for minimum order amount, which applies for the country/territory in question, SOL is entitled to reject or cancel the order.

7. Prices and payment

The Goods are delivered against payment as stated in the Agreement.

The terms of payment are 8 days net from the date of the invoice unless otherwise is stated in the Agreement.

First-time orders and orders placed outside of Northern Europe will be subject to prepayment (payment in advance).

All prices are stated and will be invoiced in the currency stated in the order confirmation excl. VAT, costs for delivery, insurance costs and other taxes / fees, unless otherwise expressly agreed upon.

Each Party is responsible for its own compliance with prevailing applicable law and regulations concerning VAT and other taxes/duties.

Interests on overdue payments is charged in accordance with applicable law.

SOL can adjust all prices semi-annually.

Changes due to external circumstances, including in relation to currency rates, charges for insurance and freight, change in prices from sub-suppliers, changes in prices for third party services etc. permits SOL to further adjust its charges by the net impact of the changes without prior notice.

8. Retention of title

Goods or parts of Goods are provided subject to retention of title. SOL retains full legal title to and beneficial ownership of each unit notwithstanding the delivery to Customer and possession and use of the unit by Customer.

The retention of title remains in force until Customer has paid the total remuneration for the affected unit, including applicable interest, costs, and expenses.

Until title to the Goods has passed to Customer, Customer shall

a) Store the Goods separately from all other goods in Customer’s possession so that the Goods remain identifiable as SOL’s property.

b) Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.

c) Maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

9. Use of sub-suppliers or third party-suppliers

SOL is free to use sub-suppliers or third party-suppliers in the delivery of the Goods.

SOL is directly responsible for the Goods delivered by a sub-supplier as if the Goods were delivered by SOL itself.

10. Breach and remidies

General
The rights and remedies under applicable law are available to each Party except as otherwise limited, including in the Agreement.

Customer must examine the Goods without undue delay from the time of delivery. If Customer discovers visible damage upon delivery, this must be noted on the consignment note and SOL must be informed immediately in writing.

SOL's liability for breach, including defects, shall cease if SOL does not receive Customer's written notice thereof without undue delay after the breach was discovered or should have been discovered.

SOL’s liability for breach, including for defects and delay, expires no later than 12 months after the time of delivery of the Goods in question.

Notice of breach does not exempt Customer from its obligation to pay invoiced amounts when due.

Defects
Goods are defective if they do not substantially meet the specifications set out in the Agreement.

Customer cannot claim damages for claims that has occurred as a result of normal wear and tear, incorrect use of the Goods, incorrect fitting carried out by Customer or Customer’s attempts to change or repair the Goods.

All claims must be specific, documented and contain a precise description of the defect and the content of the claim. The claim must be reported to SOL no later than 5 days from the time of delivery. Goods cannot be returned without prior written consent from SOL.

Delay of the Costumer
SOL may withhold or cancel any Goods and any Order if payment thereof is overdue by Customer, provided that SOL has given a written notice at least 30 days' prior thereof and the overdue payment has not been received by the due date.

Corrective measures
When a Party is notified of its breach, or itself becomes aware of its breach, the Party is entitled and obligated to remedy the breach without undue delay. Defects may at the sole discretion of SOL be remedied by remediation or replacement.

Remedy includes taking all necessary corrective measures to remedy a defect and ensuring the restoration of the Goods or payment of any outstanding amounts.

If the breach cannot be remedied without undue delay, the Parties must in good faith discuss a remedial plan for the breach.

Compensation
To the extent a Party fails to remedy a breach, the non-breaching party may claim damages in accordance with the Agreement.

If Customer reports a non-existing defect, SOL may claim payment for the time and materials spent in relation hereto.

11. Limitation af liability

General
SOL is not liable for any indirect, or consequential damages, including Costumer’s lost profits or revenues, anticipated revenues, savings, operating loss, loss of goodwill, business interruption, diminished business value or loss of data. However, SOL’s lost profits or revenues under the Agreement, increased resource spend by SOL or payment for surplus resources which cannot be reallocated, are deemed a direct loss.

SOL’s aggregate liability in respect of all matters arising out of or in connection with the Agreement, and whether the claim is based in contract, indemnity, statute, Article 82(5) of the GDPR or otherwise, shall be limited to an amount equal to the value of the individual order or delivery.

No liability for delay
In no event can SOL be liable for any delay of any kind in the delivery of Goods to Costumer.

12. Extended producers responsibility

As far as the EPR is concerned SOL reserves the right to strictly limit its liability for the goods sold and shipped to the country where the Customers business is registered, or some other country defined by the special Agreement between the SOL and the Customer.
SOL will not be liable for EPR if Customer is a retailer/distributor who places the goods outside of the country where Customers business is registered, or country defined by the special Agreement mentioned above.
SOL will not be responsible to provide any data in connection with EPR towards the Customer who places the goods outside the country where Customer is registered.

12.1. EPR in France:
WEEE FR299245_05EILB
Textiles FR298690_11XHMV
Furniture FR299245_10APQQ
Packaging: FR298690_01ELKP

12.2. EPR in Germany:
WEEE reg. DE 85026554

13. Intellectual property rights

General
SOL is the owner and author of all intellectual property rights in and to the Goods (including any intellectual property rights created jointly with Customer) and the results thereof. This also applies to all modifications thereto, including but not limited to both current and future versions of such material. Customer acquires no property rights or intellectual property rights to the Goods. This also applies to any improvements, modifications, adjustments, updates, upgrades, etc. of the Goods. Customer must respect such intellectual property rights, and Customer is responsible for any violation of such rights, including the unauthorized access and use of the Goods by third parties.

“Intellectual property rights” means any intellectual property rights and industrial property rights as well as all derivatives hereof – including applications for such rights - of whatever nature and form, anywhere in the world and all rights pertaining there to, whether under application, recorded or registered in any manner, including without prejudice to the foregoing knowhow, patents, trademarks, copyright, design, trade secrets, database and software rights as well as any other rights under the Danish Copyright Act, the Danish Marketing Act, and all other legal rights anywhere in the world protecting intangible property

Right of use of SOL’s intellectual property rights
Customer is granted a time-limited, non-exclusive, non-transferable right to a non-exclusive, worldwide, royalty-free right to use, in a loyal manner, SOL’s trademarks, design rights, copyrights, and image rights on Customer's website for the marketing and sale of SOL’s Goods.

The right of use is attached to the Agreement and may be revoked by SOL at any time. However, the non-exclusive right of use of SOL’s trademarks, design rights, copyrights, and image rights lapse immediately upon termination of the Agreement.

Customer is entitled to use SOL’s trademarks as part of a URL string, but Customer is not entitled to register and / or maintain domain names containing SOL’s trademarks. When exercising the right of use, Customer may not give the end customer the impression of being SOL’s own web shop.

During the term of the Agreement, Customer is entitled to use SOL’s trademarks as meta tags in the source code on the Customer's websites and as paid Adwords on search engines and social media, including Google, Facebook, Instagram, etc.

14. Infringement of third party’s

SOL is under no circumstances liable to infringement of third party’s intellectual property rights caused by Customer’s use of the Goods or use of SOL’s intellectual property rights.

15. Termination

Each Party may terminate the Agreement immediately for cause:
a) if the other Party commits a material breach of the Agreement, and the material breach has not been remedied within 45 days of receipt of a written notice from the non-breaching Party to do so;
a) if the other Party is responsible for a material breach of the Agreement which is not capable of remedy; or
b) in the event of bankruptcy of the other Party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Danish Insolvency Act or similar applicable law.

16. Recall of goods

If, unexpectedly, there should be cases where commercial, safety or regulatory considerations entail that Goods must be recalled from the market, Customer is obliged to assist the SOL with such a recall.

Unless the revocation is due to Customer's circumstances, SOL shall bear reasonable expenses in relation to the revocation.

If the revocation is due to Costumer not having sufficiently ensured that the Goods comply with legislation outside of Denmark, including, inter alia, securing all necessary approvals for the sale of the Goods to the end costumers, Costumer shall bear the costs of the revocation.

17. Product liability

SOL is not liable for loss or damages caused by the Goods unless such liability cannot be waived under mandatory product liability law.

SOL is not liable for any indirect, or consequential damages, including compensation, daily penalty or conventional penalty claims that Customer may incur against third parties, as well as Customer's lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption, diminished business value and other indirect losses

To the extent that SOL may be imposed product liability towards third parties, Customer is obliged to indemnify SOL to the same extent as SOL’s liability is limited pursuant to the above.

It is Customer's responsibility to ensure all the necessary approvals for the sale of the Goods to the end customers, including i.e., that the Goods comply with the legislation outside Denmark.

SOL’s liability is limited to DKK 10.000.000.

18. Force majeure

No Party is in breach of any obligation to the extent and for the duration prevented from performing the obligation due to a force majeure event.

Force majeure events include acts of God, war, mobilization, breakdown of telecommunication/Customer’s infrastructure that are not provided by SOL, external security events (e.g. hacker attacks, attack by computer viruses or other third-party destructive behaviour) and similar conditions, health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disaster, strikes, lock-out, fire, damages to production plant, freight restrictions, import and export regulations and other unforeseeable circumstances beyond the control of the Party concerned.

18. Customers personal data

If SOL undertakes to process personal data on behalf of Customer (as a data processor), the Parties must enter into a separate data processor agreement based on SOL’s standard. The provisions of the data processor agreement prevail in the event of conflict with the provisions of the Agreement or the Terms and Conditions.

SOL may anonymise and use for its own purposes any data received, generated, or processed as part of the Goods. SOL holds all rights to the anonymised data, including intellectual property rights to the anonymised data.

20. Confidentiality

Each Party must observe complete confidentiality regarding any information and documentation etc. about the other Party in every respect as obtained in relation to the Agreement and the Goods. This clause applies regardless of termination of the Agreement for any reason.

21. Changes

SOL reserves the right to make changes to the Agreement with a notice of 30 days. However, appendices can be replaced and changed on an ongoing basis. SOL informs Customer prior to changing appendices. Customer must keep up to date on changes continuously.

22. Assignment

The Parties may only assign rights and obligations pursuant to the Agreement to a third party with the other Party’s prior written approval which must not be unreasonably withheld or delayed.

SOL may at its sole discretion, assign, novate or transfer the Agreement, in whole or in part, to (a) an affiliate of Supplier or (b) to any third party if done so as part of a divestment of one or more of its entities, business units etc.

23. Governing law and disputes

The Agreement is governed by and construed in accordance with Danish law, except for (a) any rules leading to the application of other legislation than Danish and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute and claim arising from or in relation to the Agreement including disputes concerning the existence or validity of the Agreement, shall, at SOL’s choice, be settled by either a competent court at SOL’s venue or by arbitration at the Arbitration Institute in Copenhagen, in accordance with the rules adopted by the commencement of arbitral proceedings. The place of arbitration shall be in Aarhus, Denmark.