Article 1 – Company Details
These General B2B Terms and Conditions of Sale apply to all quotations, offers, sales, deliveries and agreements of Soul Taine®, a trade name of bY Nurs Company, having its registered office in Canadastraat 26, 3530 Houthalen, Belgium, and registered under enterprise number BE 0674856615.
Contact details:
- Website: www.soultaine.com
- Email: info@soultaine.com
- Telephone: 0032 78 48 28 08
- B2B portal: soultaine.com/b2b
Where these Terms and Conditions refer to “Soul Taine®”, this means bY Nurs Company, trading under the brand name Soul Taine®.
Article 2 – Scope and Applicability
These General B2B Terms and Conditions of Sale apply to every quotation, order, agreement, delivery and sale of products by Soul Taine® to professional customers, businesses, self-employed persons, associations, public authorities and other business customers (hereinafter: the “Customer”).
By placing an order, accepting a quotation or entering into an agreement, the Customer acknowledges that it has read these Terms and Conditions and accepts them without reservation.
Any deviating or additional terms and conditions of the Customer shall be binding only if expressly accepted by Soul Taine® in writing in advance. The applicability of any purchasing terms or other general terms and conditions of the Customer is expressly excluded.
If one or more provisions of these Terms and Conditions are declared wholly or partly invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Article 3 – Quotations, Prices and Payments
All quotations, price lists and offers issued by Soul Taine® are non-binding unless expressly stated otherwise in writing.
Unless otherwise indicated, all prices are:
exclusive of VAT;
exclusive of any taxes, import duties or other government levies;
exclusive of any special transport, insurance or installation costs.
Obvious clerical, printing, calculation or publication errors shall not bind Soul Taine® and may be corrected at any time.
Soul Taine® reserves the right to adjust prices where justified by circumstances increasing its costs, provided that such circumstances arise before delivery and are beyond Soul Taine®’s reasonable control.
Invoices are payable in accordance with the agreed payment terms. In the absence of a specific agreement, invoices are payable before delivery.
Soul Taine® reserves the right to require full or partial advance payment from new customers or where there is an increased credit risk before proceeding with delivery.
In the event of non-payment or late payment, default interest shall be due automatically and without prior notice of default in accordance with the applicable statutory provisions, together with reasonable liquidated damages, without prejudice to Soul Taine®’s right to recover the loss actually suffered.
In the event of non-payment or late payment, Soul Taine® shall also be entitled to suspend further deliveries, terminate ongoing agreements in whole or in part, or refuse future orders, without being liable for any compensation.
Commercial terms, including but not limited to prices, discounts, margins, volume tiers, minimum purchase quantities, promotions, delivery terms and other commercial arrangements, may be determined, amended or withdrawn separately by Soul Taine® and shall not form an integral part of these General B2B Terms and Conditions of Sale unless expressly agreed otherwise in writing.
Depending on the order size and the arrangements agreed in writing, the Customer may be granted a payment period of thirty (30) or sixty (60) calendar days.
Any recommended retail prices, retail margins and earnings examples are indicative and do not constitute a guarantee of revenue, margin or profit. The Customer determines its resale prices independently.
Any amendment or withdrawal of commercial terms shall apply only to future orders and shall not affect an order already confirmed by Soul Taine®.
Article 4 – Orders and Formation of the Agreement
An agreement shall be formed only after an order has been accepted by Soul Taine® in writing, electronically or orally, or as soon as Soul Taine® has commenced performance of the order.
Orders may be placed by email, telephone, written purchase order, a representative or sales representative, the B2B portal, or any other means of communication accepted by Soul Taine®.
Soul Taine® reserves the right to reject an order in whole or in part or to impose additional conditions where there is an objective commercial or financial reason for doing so, including but not limited to insufficient availability, credit risk, previous payment issues or other justified circumstances.
Changes to or cancellations of an order that has already been confirmed are permitted only with Soul Taine®’s prior written consent. Soul Taine® reserves the right to charge the Customer for costs already incurred or losses suffered.
Images, technical specifications, dimensions, colours, descriptions and other information in catalogues, brochures, price lists, presentations, websites or other commercial documentation are indicative only and may be changed without prior notice, without giving rise to any liability or right to terminate the agreement.
Soul Taine® reserves the right to determine or amend minimum purchase quantities, opening-order requirements, pack quantities or other commercial ordering conditions. The commercial terms in force at the time of the order shall apply unless otherwise agreed in writing.
Unless otherwise agreed in writing, a mixed trial order consists of eight (8) to ten (10) products and a standard opening order consists of at least seventeen (17) products. Within these orders, the Customer may freely combine the available models and no minimum purchase quantity per model applies.
Article 5 – Delivery and Delivery Times
5.1. Delivery shall be made to the delivery address specified by the Customer unless otherwise agreed in writing.
5.2. Stated delivery times are estimates and are provided solely as a guideline. Exceeding a delivery time shall not entitle the Customer to compensation, termination of the agreement or refusal of delivery unless otherwise agreed in writing. For products that are in stock, Soul Taine® aims to deliver within one (1) to two (2) business days after the order has been confirmed and, where applicable, payment has been received.
5.3. Soul Taine® reserves the right to make partial deliveries where full delivery is temporarily not possible. Where reasonably possible, the Customer shall be informed of this in advance.
5.4. If certain products are temporarily unavailable, Soul Taine® may postpone delivery until the products become available again or, after consultation with the Customer, offer an alternative.
5.5. The risk of loss of or damage to the goods shall pass to the Customer upon delivery to the agreed delivery address or when the goods are handed over to a carrier selected by the Customer.
5.6. Unless otherwise agreed in writing, the agreed delivery terms and any transport costs shall be stated in the order confirmation or invoice.
5.7. Unless otherwise agreed in writing, standard delivery in Belgium and the Netherlands is free of charge for orders of at least seventeen (17) products. Special transport costs and express deliveries requested by the Customer may be charged separately.
Article 6 – Retention of Title
6.1. All goods delivered shall remain the property of Soul Taine® until the Customer has paid in full all amounts due under the agreement, including any costs, interest and damages.
6.2. For as long as the retention of title applies, the Customer may sell the goods in the ordinary course of business but may not pledge them, transfer them by way of security or otherwise encumber them without Soul Taine®’s prior written consent.
6.3. If the Customer fails to meet its payment obligations, Soul Taine® shall be entitled to repossess the goods delivered, without prejudice to its other statutory or contractual rights.
Article 7 – Inspection upon Receipt
7.1. The Customer must inspect the goods immediately upon receipt for visible damage, correctness of the delivery and quantities.
7.2. Visible damage, shortages or incorrect deliveries must be reported to Soul Taine® in writing no later than five (5) business days after receipt.
7.3. Hidden defects must be reported to Soul Taine® in writing immediately after discovery and no later than within a reasonable period.
7.4. If the Customer fails to inspect the goods in due time or fails to give timely notice in accordance with this Article, the goods shall be deemed to have been delivered in conformity with the agreement, subject to any mandatory statutory rights.
7.5. Complaints shall not suspend the Customer’s payment obligation unless Soul Taine® expressly agrees otherwise in writing.
Article 8 – Warranty and After-Sales Service
8.1. Soul Taine® provides a commercial warranty of three (3) years on its hearing-protection products, calculated from the date of the original purchase by the end user, as stated on valid proof of purchase.
8.2. The Customer must inspect delivered products immediately upon receipt and before putting them into use. Any visible defects or transport damage must be reported to Soul Taine® in writing no later than five (5) business days after delivery.
8.3. Hidden defects must be reported to Soul Taine® in writing immediately after discovery and no later than fourteen (14) calendar days thereafter.
8.4. The warranty applies solely to manufacturing or material defects arising during normal and proper use of the product.
8.5. The warranty shall lapse in particular if:
the product was used improperly or incorrectly;
the instructions for use were not followed;
the product was modified, opened or repaired without Soul Taine®’s written consent;
damage resulted from an accident, a fall, moisture, overloading, improper maintenance or normal wear and tear.
8.6. Soul Taine® reserves the right to inspect the product before accepting a warranty claim.
8.7. If a warranty claim is found to be valid, Soul Taine® shall, at its option:
repair the product;
replace the product;
offer an equivalent alternative;
or issue an appropriate credit note or refund.
8.8. The warranty shall never give rise to compensation for indirect loss, consequential loss, loss of profit or other commercial losses.
8.9. Soul Taine® provides, as far as possible, technical after-sales service and handles warranty cases directly with the end user. Support may be provided by email, telephone, website and available digital support channels. Where necessary, Soul Taine® provides cooperation with the Customer.
Article 9 – Returns
9.1. B2B orders may be returned only with Soul Taine®’s prior written consent.
9.2. Products may be returned only if:
they are unused;
they are in their original, undamaged packaging;
they are complete;
and, where applicable, are accompanied by the original purchase documents.
9.3. A Customer does not have a statutory right of withdrawal of the kind provided to consumers.
9.4. Products correctly delivered shall not be accepted for return because of changed preferences, unsold stock or changed market demand unless Soul Taine® agrees to this in writing in advance.
9.5. Any stock rotation or commercial return may take place only with Soul Taine®’s prior written agreement and shall not constitute an automatic entitlement.
9.6. If a return is accepted outside the scope of a warranty claim, Soul Taine® reserves the right to charge an administration fee or an amount for depreciation.
Article 10 – Liability
10.1. Soul Taine®’s liability shall be limited to the value of the relevant delivery or invoice to which the liability relates.
10.2. Soul Taine® shall never be liable for:
indirect loss;
consequential loss;
loss of profit;
loss of revenue;
business interruption;
reputational damage;
or any other economic loss.
10.3. The Customer remains responsible for:
selecting the correct product;
the proper application of the product;
compliance with all instructions for use and safety instructions;
and the proper storage of the products.
10.4. Any liability shall lapse if the Customer modifies the product or uses it other than in the normal or intended manner.
Nothing in this Article shall exclude or limit liability that cannot lawfully be excluded or limited under mandatory applicable law.
Article 11 – Force Majeure
11.1. Soul Taine® shall not be liable for delays or failures directly or indirectly resulting from force majeure.
11.2. Force majeure includes, without limitation:
war;
strikes;
pandemics;
natural disasters;
fire;
transport problems;
power failures;
cyber incidents;
government measures;
shortages of raw materials;
supply problems affecting suppliers or manufacturers;
and any other circumstance beyond Soul Taine®’s reasonable control.
11.3. During a force majeure event, Soul Taine®’s obligations shall be suspended for as long as the force majeure continues.
11.4. If the force majeure continues for an extended period, either party shall be entitled to terminate the agreement in whole or in part by written notice without being liable for any compensation.
Article 12 – Intellectual Property and Use of the Brand
All intellectual property rights, including but not limited to trademarks, trade names, logos, images, product photographs, texts, documentation, designs, packaging and other commercial materials of Soul Taine® shall at all times remain the property of bY Nurs Company or its licensors.
The Customer may use the Soul Taine® brand solely to promote and sell the products supplied by bY Nurs Company and solely in a manner that respects Soul Taine®’s reputation and brand value.
Without bY Nurs Company’s prior written consent, the Customer may not:
alter brand or product materials;
apply its own packaging or labels;
alter product information;
register or imitate Soul Taine®’s intellectual property rights.
Upon termination of the business relationship, the Customer must immediately cease all use of the Soul Taine® brand unless otherwise agreed in writing.
The Customer may offer the products online through its own sales channels. Soul Taine® reserves the right to restrict in whole or in part, or require prior written approval for, sales through external online marketplaces or sales platforms in order to protect the brand and its commercial strategy.
Article 13 – Privacy
bY Nurs Company processes personal data only insofar as necessary for the performance of the agreement, customer management, invoicing, logistics, communication and compliance with statutory obligations.
Personal data is processed in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).
Where necessary, personal data may be shared with logistics partners, payment processors or other service providers involved in performing the agreement.
Each party shall keep confidential business and customer information strictly confidential and shall use it solely for the performance of the business relationship.
Article 14 – Severability
If one or more provisions of these General B2B Terms and Conditions of Sale prove to be wholly or partly void, voidable or unenforceable, the remaining provisions shall remain in full force and effect.
In such event, the parties shall replace the provision concerned with a legally valid provision that approximates the original economic and commercial purpose as closely as possible.
Any failure by bY Nurs Company to exercise a right shall never be deemed a waiver of that right.
Article 15 – Governing Law and Jurisdiction
All quotations, agreements, deliveries and other legal relationships between bY Nurs Company and the Customer shall be governed exclusively by Belgian law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Any disputes arising out of or in connection with the agreement shall be submitted exclusively to the competent courts of the judicial district in which bY Nurs Company has its registered office, unless mandatory law provides otherwise.
The parties shall endeavour to resolve any disputes amicably before commencing legal proceedings.
Article 16 – Amendments
Soul Taine® reserves the right to amend these General B2B Terms and Conditions of Sale at any time. Amended terms and conditions shall apply only to new agreements unless otherwise agreed in writing.
Article 17 – Waiver
Any failure or delay by Soul Taine® in exercising a right shall never be deemed a waiver of that right and shall not prevent Soul Taine® from exercising that right at a later time.
Article 18 – Entire Agreement
These General B2B Terms and Conditions of Sale, together with any written quotations, order confirmations and supplemental written agreements, constitute the entire agreement between the parties in relation to the sale of goods by Soul Taine®.
Any deviations or additions shall be valid only if confirmed in writing by Soul Taine® in advance.
Final Declaration
By placing an order, accepting a quotation in writing or entering into an agreement with Soul Taine®, the business customer confirms that it has read these General B2B Terms and Conditions of Sale and accepts them without reservation.
