1 Definitions

• General Terms and Conditions: these present general terms and conditions;
• Days: business days, unless stated otherwise;
• Supplier: the company that produced and/or supplies the Products;
• Customer: a legal entity registered with the Chamber of Commerce, or a foreign equivalent thereof, placing an Order with Suncia;
• Offer: the offer made by Suncia to the Customer, in any form, for the delivery of Products;
• Order: an order for Products placed with Suncia by the Customer;
• Order Confirmation: confirmation of the Customer's Order sent by Suncia;
• Products: the consumer electronics offered by Suncia, primarily consisting of smart devices, wearable technology, audio equipment, home appliances, and personal gadgets. Additionally, we occasionally provide e-bikes and solar batteries to complement our product line.
• Suncia: the private company with limited liability Suncia B.V., with its statutory seat in Rotterdam, the Netherlands, registered with the Chamber of Commerce under number 84032499;
• Agreement: the commitment entered into by Suncia with its Customer;
• Webshop: Suncia's website where Suncia offers its Products and the Customer can make purchases.

2 Applicability

1. These General Sales Conditions apply to all Order Confirmations and Agreements entered into with our Customer, where Suncia acts as the seller of Products.
2. General terms and conditions, under any name whatsoever, of the Customer or third parties do not apply and are expressly rejected by Suncia.
3. Deviations from these General Sales Conditions are binding only if confirmed in writing by Suncia. The Customer cannot derive any rights from agreed deviations in future agreements.
4. Suncia has the right to amend or supplement these General Sales Conditions. Any changes apply to all agreements concluded after the amendment date.

3 Offer

1. An Offer from Suncia is non-binding unless expressly stated otherwise.
2. An Offer via the Webshop is valid at the current price.
3. An Offer other than via the Webshop is valid for five Days unless another period is specified in the Offer. Suncia always reserves the right to limit this period or withdraw the Offer.

4 Conclusion / modification of the agreement

1. An Agreement is concluded by placing an Order by the Customer via the Webshop or another sales channel of Suncia and the written confirmation of this Order by Suncia.
2. If changes to the Order can be made (including changes to the delivery address, delivery date, or adding additional items to the Order), the conditions under which this is possible are visible in the Webshop and other sales channels of Suncia. Changes to an Agreement are only possible after written confirmation by Suncia.
3. Cancellation or partial cancellation of an Order by the Customer is not possible.

5 Price

1. The prices stated in an Offer and in an Agreement are expressed in euros and exclude VAT and other taxes, unless otherwise indicated.
2. The prices of the Products are ex warehouse unless otherwise agreed.
3. Suncia has the right to update its prices to market-conforming prices at any time.
4. Suncia has the right to increase its prices if this price change is a result of price increases by Suppliers or any other circumstance unforeseen by Suncia at the time of the original Offer or Order. This price change can be applied to all prices, even those already specified in the Order Confirmation.
5. Prices and the price list of Suncia are subject to programming, calculation, and/or typographical errors. If Suncia sends an (automatic) Order Confirmation for an Order with an obviously incorrect price, Suncia has the right to correct this error. In such a case, the Customer has the right to cancel the Order for the items concerned. The Customer is not entitled to compensation for cancellation of the Order.

6 Payment

1. Upon shipment of the Products, Suncia sends the relevant invoice to the Customer for those Products. The invoice must be paid within fourteen (14) days in a manner designated by Suncia, unless otherwise agreed in writing. The payment term of fourteen (14) days is a strict deadline. Suncia is at all times entitled to request payment of a deposit or full payment of the order prior to shipment of the Products.
2. Payment must be made in euros, unless otherwise agreed in writing between the parties. Set-off, discount, withholding, or suspension of payment obligations (for any reason whatsoever) from the Customer to Suncia is not permitted.
3. In case of late payment of any amount due from the Customer under the agreement, the Customer is automatically in default without any notice of default being required. The Customer is then immediately liable to pay interest of 1.5% per (part of a) month with a minimum of the statutory interest per year as referred to in article 6:119a of the Dutch Civil Code, without prejudice to Suncia's right to claim damages and/or dissolution of the agreement. In addition, in case of late payment of any amount due from the Customer under the agreement, Suncia has the right to request from the Customer adequate security amounting to at least the outstanding amount. At the first request of Suncia for security, the Customer must provide the security as soon as possible and in any case within two (2) weeks.
4. In case of late payment, liquidation (including, among other things, dissolution of the Customer and the realization of all assets of the Customer), bankruptcy or suspension of payments of the Customer, all payment obligations of the Customer become immediately due and payable and Suncia is entitled to suspend further execution of the agreement or to dissolve the agreement, without prejudice to Suncia's right to claim damages.
5. In case of late payment, extrajudicial collection costs will be charged to the Customer in the amount of fifteen (15) % of the invoice value, with a minimum of € 500,-. If, based on legislation and regulations, a higher amount of collection costs is due than referred to in the preceding sentence, the Customer is liable for the higher amount.
6. Suncia is always entitled to set off any amount that Suncia (whether or not due or under condition) has to claim from the Customer against a (whether or not due) claim of the Customer on Suncia.

7 Delivery

1. In certain cases, Suncia is dependent on deliveries from Suppliers. Therefore, delivery times are always indicative and may be changed by Suncia. Suncia will make every effort to adhere to the stated delivery times, but the Customer cannot derive any rights from the given delivery times.
2. The option to change the delivery date and/or delivery address of an Order once is visible in the Webshop.
3. If the Customer is not present at the agreed delivery time to receive and sign for the Products, Suncia's transport partner will unload and deliver the Products at the Customer's risk. Suncia is not liable for any damage due to destruction and/or theft of the Products.
4. Suncia delivers the Products as agreed with the Customer. However, due to technological developments in the field of the Products, Suncia always has the right to deliver other technically equivalent or newer versions of the Products when this cannot reasonably be expected otherwise from Suncia for practical or commercial reasons. Deviations in the delivered Products or in the specifications of the delivered Products compared to what is included in the Offer, in the Order, or in the Agreement do not give the Customer the right to dissolve the Agreement, unless the deviations are such that it cannot reasonably be considered a technically equivalent product.
5. Suncia is entitled to deliver the ordered Products in separate parts. If this is done at the initiative of Suncia, any additional handling or transport costs will be borne by Suncia.
6. Orders can be picked up only when Suncia is unable to deliver the goods to the Customer or if this is indicated on the Webshop. The conditions for picking up an Order, if pickup is possible, are also described in the Webshop. A pickup order will always be confirmed in writing by Suncia. The Products must be collected by the Customer within 5 Days after the agreed pickup date. If the Customer does not collect the Products within this period, Suncia will charge storage costs amounting to at least 10% of the order value. If the goods are not collected within a period of 5 Days, Suncia is entitled to sell the relevant Products to a third party, without the Customer being entitled to any form of compensation or refund.
7. The Customer undertakes to inspect the Products upon delivery and to report any damage in writing to Suncia as soon as possible but no later than within 5 Days.
8. Suncia and/or a transport partner engaged by Suncia is responsible for the delivery of the Products to the public road around the premises and/or residence where the Products are to be delivered. Delivery on own land is at the risk of the Customer.

8 Inspection and complaints

1. The Customer must inspect the delivered Products for visible defects and compliance with the Agreement upon receipt. If visible defects and/or deviations are found, they must be reported to Suncia within five (5) Days after delivery of the Products, in writing and with reasons for the complaint. After this period, the Customer is deemed to have accepted the delivered Products.
2. Not visible defects and/or deviations must be reported to Suncia in writing and with reasons for the complaint immediately after discovery, but no later than within ten (10) Days after delivery of the Products. After this period, the Customer is deemed to have accepted the delivered Products.
3. Complaints relating to a part of the delivered Products do not entitle the Customer to reject the entire delivery.
4. Suncia has the right to inspect the complaint on-site or to have it inspected before the complaint is acknowledged. If it is found that the complaint is unfounded, all costs incurred by Suncia in connection with the complaint will be borne by the Customer.

9 Return of Products

1. The Customer has the right to return Products within ten (10) Days after delivery, without stating a reason.
2. The Customer must inform Suncia of the return in writing and request permission from Suncia to return the Products.
3. After Suncia's written permission, the Products can be returned to Suncia. The Customer is responsible for the correct and timely return of the Products and must bear the risk of the return shipment.
4. Products that have been opened, damaged, or have missing parts will not be taken back by Suncia and will be returned to the Customer.
5. The Customer will be refunded for the returned Products within thirty (30) Days after receipt of the Products by Suncia. The refund is equal to the amount paid by the Customer for the returned Products, excluding any paid transportation and/or administrative costs.
6. If the Customer does not fulfill his/her obligations, the provisions of article 7.3 shall apply mutatis mutandis.

10 Liability

1. Suncia's liability for damages arising from or in connection with the Agreement, the non-compliance, or the wrongful act committed by Suncia, its employees, or persons engaged by it in the performance of the Agreement is limited to the invoice value of the delivered Products.
2. Suncia is never liable for indirect or consequential damages suffered by the Customer or third parties, including but not limited to lost turnover, lost profit, lost savings, or other indirect or consequential damages.
3. The limitations of liability included in this article do not apply if the damage is the result of intent or gross negligence on the part of Suncia.
4. Suncia's liability towards the Customer and/or third parties is at all times limited to the amount that Suncia's insurer pays out in such cases.
5. Unless there is intent or gross negligence on the part of Suncia, the Customer indemnifies Suncia against all claims from third parties.
6. The Customer must report any damage as quickly as possible and in any case within ten (10) Days to Suncia.

11 Force majeure

1. Suncia is not obliged to fulfill any obligation towards the Customer if it is prevented from doing so due to a circumstance that is not attributable to fault and is not for its account under the law, a legal act, or generally accepted practices.
2. In these General Sales Conditions, force majeure is understood to mean, in addition to what it is understood to mean in law and case law, all external causes, foreseen or unforeseen, which Suncia cannot influence but which prevent Suncia from fulfilling its obligations. This includes (but is not limited to): strikes, interruptions, the actions of third parties, power failures, disruptions in electronic communication networks, and late delivery or non-delivery of Suppliers.
3. Suncia also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Suncia should have fulfilled its obligation.
4. If Suncia has already partially fulfilled its obligations when the force majeure situation arises, or can only partially fulfill its obligations, Suncia is entitled to separately invoice the part already delivered or deliverable and the Customer is obliged to pay this invoice as if it were a separate agreement.

12 Dissolution

1. If the Customer does not fulfill his/her obligations arising from the agreement, is in default, has applied for (temporary) suspension of payment, has been declared bankrupt, or has its business activities shut down, Suncia has the right to suspend or dissolve the agreement in whole or in part, without judicial intervention and without prior notice of default being required, by written notice to the Customer, without prejudice to Suncia's other rights, including the right to compensation for damages.
2. Suncia also has the right to dissolve the agreement in whole or in part, without judicial intervention and without prior notice of default being required, by written notice to the Customer, if a situation as referred to in the previous paragraph arises with regard to the Customer.
3. Any amounts already invoiced by Suncia under the Agreement in question are immediately due and payable upon dissolution of the agreement.

13 Applicable law and disputes

1. The Agreement and all legal relationships between Suncia and the Customer are governed by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is excluded.
3. Disputes between Suncia and the Customer are submitted exclusively to the competent court in Rotterdam, the Netherlands.

14 Final provisions

1. Severability Clause: If any provision of these General Sales Conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
2. Entire Agreement: These General Sales Conditions constitute the entire agreement between Suncia and the Customer regarding the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.
3. Amendment Clause: Suncia reserves the right to amend or supplement these General Sales Conditions at any time. Amendments or supplements will become effective upon publication on the Webshop or other written notification to the Customer.
4. Governing Law: The Agreement and all legal relationships between Suncia and the Customer are governed by Dutch law.
5. Jurisdiction and Dispute Resolution: Any disputes arising out of or in connection with the Agreement will be exclusively submitted to the competent court in Rotterdam, the Netherlands.
6. Notices: Any notices or communications required or permitted to be given under these General Sales Conditions must be in writing and sent to the addresses provided by each party.
7. Language: These General Sales Conditions are drafted in the English language. Translations into other languages may be provided for convenience, but the English version shall prevail in case of any inconsistencies.
8. Waiver: The failure of Suncia to enforce any provision of these General Sales Conditions shall not constitute a waiver of such provision or any other provisions.
9. Effective Date: These General Sales Conditions are effective as of July 2024.