ARTICLE 1 – GENERAL AND APPLICABILITY

1.1 These Terms of Service (“Terms”) govern the sale of footwear and related products (“Goods”) by SoleFlick (“Seller”) to its customers (“Buyer”) and form an integral part of all agreements between the Parties. The “Agreement” comprises the Confirmation and these Terms. A “Confirmation” refers to written acknowledgment (including by email, web order, or digital platform) confirming the Seller’s acceptance of an order. No order is binding without Confirmation.
1.2 Any Buyer-provided terms are excluded unless expressly accepted in writing by SoleFlick.
1.3 In case of translation discrepancies, the English version shall prevail.

ARTICLE 2 – OFFERS, CONFIRMATION, AND AGREEMENT

2.1 Offers issued by SoleFlick are invitations to treat and non-binding.
2.2 No Agreement arises without Confirmation or commencement of delivery.
2.3 SoleFlick reserves the right to accept or reject any order. Buyer may only cancel orders with written consent.
2.4 SoleFlick may improve or modify Goods to meet safety or regulatory standards.
2.5 Product descriptions and visuals are approximations unless stated otherwise.
2.6 Packaging costs may be charged separately and are non-returnable unless required by law.
2.7 Any legally mandated return of Goods must be at Buyer’s expense.
2.8 SoleFlick may suspend or cancel deliveries if Buyer’s creditworthiness is in doubt.

ARTICLE 3 – DELIVERY

3.1 Unless otherwise agreed, delivery is Ex Works SoleFlick’s designated warehouse. Incoterms 2020 apply.
3.2 Delivery times are estimates. SoleFlick is not liable for delays unless specifically stated.
3.3 Partial deliveries are permitted.
3.4 Buyer must accept delivery when offered. Refusal may result in storage and re-shipping costs.

ARTICLE 4 – RETENTION OF TITLE

4.1 Title to Goods remains with SoleFlick until full payment is received.
4.2 Buyer must store Goods separately, insure them, and pledge insurance rights to SoleFlick if requested.
4.3 In case of default, SoleFlick may repossess Goods at Buyer’s expense.

ARTICLE 5 – PRICES

5.1 Prices are in USD unless stated otherwise, exclusive of taxes, duties, and logistics fees.
5.2 Prices may increase due to cost inflation (e.g., raw materials, freight, energy).
5.3 Buyer may cancel the order if price increases exceed 15% and provides written notice within 3 days.

ARTICLE 6 – PAYMENT TERMS

6.1 Payment is due within 8 days of invoice unless otherwise agreed.
6.2 Late payments incur 12% annual interest or statutory maximum. Collection costs are set at 15% of the unpaid amount (minimum $750).
6.3 Buyer bears litigation costs in case of non-payment.
6.4 Payments are applied chronologically.
6.5 Disputes must be lodged in writing within 15 days of invoice receipt.

ARTICLE 7 – WARRANTY AND COMPLAINTS

7.1 Goods are warranted against defects under normal use.
7.2 Buyer must inspect Goods upon delivery. Hidden defects must be reported within 48 hours of discovery.
7.3 Buyer assumes risk in failing to inspect Goods adequately.
7.4 Claims must be backed by an independent expert.
7.5 Returns require written consent. Unauthorized returns are billable.
7.6 Remedies include replacement or partial refund, solely at SoleFlick’s discretion.
7.7 Minor, industry-standard deviations are not covered.
7.8 Claims expire 12 months after delivery or earlier if not reported in time.

ARTICLE 8 – LIABILITY

8.1 SoleFlick’s liability is limited to the remedies described in Article 7.
8.2 SoleFlick is not liable for advice errors or consequential damages (e.g., lost profits).
8.3 Gross negligence by executive management is not limited.
8.4 Buyer shall indemnify SoleFlick against third-party claims related to the Goods.

ARTICLE 9 – TERMINATION

9.1 SoleFlick may terminate or suspend performance if:

• Buyer fails to pay,

• Buyer becomes insolvent or restructures,

• Buyer breaches the Agreement.
  9.2 All unpaid amounts become immediately due upon termination.

ARTICLE 10 – INTELLECTUAL PROPERTY

All intellectual property remains SoleFlick’s exclusive property. Buyer receives a limited, non-transferable license to use trademarks only for approved promotion.

ARTICLE 11 – TAXES

11.1 Buyer shall bear all applicable taxes.
11.2 Buyer must provide documentation for tax exemptions. Failure to comply leads to Buyer liability for back taxes, fines, or fees.

ARTICLE 12 – FORCE MAJEURE

SoleFlick is not liable for delays or non-performance due to force majeure (e.g., war, supply chain disruptions, acts of God). SoleFlick may suspend or cancel obligations in such cases.

ARTICLE 13 – HARDSHIP

If unforeseeable circumstances make fulfillment unreasonably difficult, either party may request renegotiation. If no resolution is found, either party may terminate.

ARTICLE 14 – COMPLIANCE WITH LAW

Each party agrees to comply with all applicable laws, including trade, tax, and export control laws. SoleFlick will only guarantee compliance with foreign regulations if explicitly agreed in writing.

ARTICLE 15 – GOVERNING LAW AND DISPUTE RESOLUTION

15.1 These Terms are governed by U.S. law (or specify your jurisdiction).
15.2 Parties shall first attempt amicable resolution.
15.3 Disputes will be submitted to arbitration or the appropriate court (customizable based on your business structure).
15.4 SoleFlick may seek injunctions or equitable relief for breach.