GENERAL TERMS & CONDITIONS GOOD WORKS INITIATIVE B.V.
Contractor: the WOO Ambassador
Cost factors: exchange rates, manufacturing prices, raw materials prices, wages and transport costs, insurance premiums, taxes, duties and other goverment levies.
Supplier: Good Works Initiative BV a Dutch limited liability company which, among other things aims to establish sustainable development projects for disadvantaged people and to combat poverty.
Offer: an invitation to place an order under certain conditions established by the supplier.
Order: the (purchase) order or scheduled delivery with regard to an item or items placed by the contractor.
Force Majeure: any circumstance beyond its control that in whole or partially prevents fulfilling the obligations of the supplier towards the contractor. Those circumstances include strikes, fires, business disturbances, power failures, non or late delivery by suppliers or other third parties.
Agreement: agreement between the supplier and the contractor for the delivery of an item or items by the contractor against the payment of the supplier.
WOO Ambassador: the company or person that enters into a contract with the supplier for the goods/items from the supplier to take it into his or her shop to sell.
Item/Goods: a product or products imported by the supplier and sold to the contractor where the proceeds will benefit the fight against.
These general conditions are applicable to order, offer and agreement.
Different conditions apply only if and when these have been expressly accepted by the supplier in writing or by email and only apply to the relevant agreement (s).
If any provision of these terms or conditions of the agreement for whatever reason is not valid, parties will agree on a new provision that nears the contents of the original provision as closely as possible without prejudice to other provisions.
Offer and Order
Offers submitted by the supplier are without obligation and not bound in any way
Following the offer the contractor may place an order with the supplier that may be accepted by confirmation.
If there is a change in cost factors after the issue of the offer, the supplier is entitled to adjust the price accordingly.
An agreement is established when the supplier confirms the order of the contractor in writing or email.
The order confirmation should reflect fully the contents of the agreement.
A contractor is considered to agree with the content of the order confirmation unless it is expressed within 8 days in writing and e-mail that the contractor cannot conform to the order confirmation.
If there is a change in cost factors after the agreement has been established, the supplier is entitled to adjust the price accordingly.
Payment of the goods will be made by return of post, save as otherwise provided.
The payment will be transferred by return to the account number mentioned on the invoice.
If a contractor fails to meet the payment, the contractor is in default without any further notice being required. On the full outstanding amount an interest is owed at the statutory rate plus 1% of the outstanding amount per year.
In case of a default all reasonable costs incurred to obtain payment of the invoice will be met by the contractor including at least a minimum amount of € 15.00 as administrative fee.
Terms of Delivery
Delivery of goods by the supplier in the Netherlands is made to a by the contractor specified delivery address, in which case the liability for the goods will transfer to the contractor at the time of arrival or, if it is agreed that the contractor signs a delivery note, the moment that the delivery note is signed. Delivery abroad will be in accordance with the FCA Incoterms 2000. Contractor is considered to have received and read its contents.
Delivery will take place within the in the agreement specified time unless the supplier is prevented by force majeure to comply. In case of late delivery a notice of default must be made in writing to the Supplier.
The mentioned terms of delivery will take effect after an agreement has been established whereby the delivery times are never deadlines.
Retention of Title
The goods delivered under the agreement will remain the property of the supplier until the contractor has met all obligations as laid down in the agreement. Notwithstanding the foregoing, the contractor is permitted to handover the goods within the framework of normal business operations to third parties. In addition, the proceeds will benefit the supplier immediately.
Contractor is not permitted to pledge, borrow money on or encumber that which falls under the retention of title.
Contractor will secure the property rights of the supplier of the goods.
If third parties seize goods delivered under retention of title or want to establish or exercise rights of goods delivered, the contractor is obliged to notify the Supplier immediately.
Contractor is required to insure and keep insured the under retention of title delivered goods against fire, explosion and water damage and theft. The insurance policy will record the vendor as beneficiary.
After the contractor has received the goods he shall inspect and if necessary inform the supplier about the possible defects of the goods. Minor deviations from the description in the offer such as sizes, colors, etc. do not qualify as defects.
If the Contractor finds that any goods are defective, the supplier shall repair or exchange the goods unless:
the goods concerned are made available to the contractor by the supplier;
goods are not functioning in accordance with documented specifications of these goods;
the defect is reported as soon as possible and in any case within 7 days after detection;
the complete goods, in the original packaging with all accompanying documentation and proof of purchase is returned;
The supplier is liable only for damages directly suffered as a result of the breach of the Agreement. Direct damage is exclusively:
a reasonable cost to determine the cause and extent of the damage, as far as the determination relates to damages in the sense of the agreement;
any reasonable costs incurred to establish the poor performance of the supplier to the extent that it can be attributed to the supplier; and
reasonable costs incurred to prevent or mitigate damage, insofar as the contractor demonstrates that these expenses resulted in mitigation of direct damage as referred to above.
The supplier is only obliged to pay compensation for direct damage when there is intent or gross negligence, without prejudice to the limitations described in the following paragraphs.
If the supplier is liable for direct damage, such liability is limited to the invoice value of the order, or to that part of the order to which the liability relates.
The supplier shall not be liable for direct damage as a result of assumptions of the supplier based on by or on behalf of the contractor provided false and / or incomplete data.
When the cause of the damage is clear, parties may pursue a claim for compensation of direct damage within 6 months. The aforementioned time limit shall not apply to claims based on default.
In the sale of the goods supplied by the contractor to third parties information about the origin of the goods and activities of the supplier will be provided. This information is provided in advance by the supplier.
Only the contractor may claim rights against the supplier under a contract. A third party cannot derive any rights from an agreement.
The contractor bears the risk for claims of third parties for goods he sells and will indemnify the supplier against all third party claims.
The contractor may terminate the contract only if the supplier fails accountably to comply with one or more essential obligations and the supplier has received a detailed written notice allowing him a reasonable deadline for compliance and the deadline is not met.
The supplier may in any case with immediate effect and without prior notice, suspend its obligations under the agreement and terminate the agreement if the supplier has send a letter of formal notice to the contractor after expiry of the deadline as stated in the invoice.
The contractor is not entitled to offset or delay payment.
The supplier may terminate the agreement with immediate effect and without prior notice, in the event of a request for debt restructuring, a suspension of payments, bankruptcy or dissolution on the part of the contractor.
Applicable law and competent court
The agreement shall be governed by and construed in accordance with Dutch law and any contractual or non- contractual obligations and claims arising out of or in connection with the Agreement shall be governed by that law.
All disputes arising out of or relating to the agreement and supplies to which these conditions apply shall be settled by the competent court in Utrecht, the Netherlands.