1.1. In these Terms and Conditions, except to the extent expressly provided otherwise:
Conditions: the terms and conditions set out in this document.
Contract: the contract between Waste2Wear and the Supplier for the sale and purchase of the Goods specified in the Purchase Order under these Conditions.
Delivery Date: the date specified in the Purchase Order. Delivery Location: the address for delivery of Goods as set out in the Purchase Order.
Goods: the goods (or any part of them) set out in the Purchase Order. Mandatory Policies: Waste2Wear’s Supplier Code of Conduct.
Purchase Order: Waste2Wear’s order for the Goods as set out and specified in Waste2Wear’s Purchase Order and which includes (without limitation) price, volume, quality, delivery date, delivery location, approved place of manufacture, approved place of storage, shipping requirements, and Waste2Wear’s customer requirements.
Specification: the description and specification for the Goods that is set out in the Purchase Order and as otherwise may be agreed in writing by Waste2Wear, which includes (without limitation) product name, colour, style, size, and any sample which was tested and approved by Waste2Wear prior to placing the Purchase Order.
Supplier: the company identified in the Purchase Order from which Waste2Wear purchases the Goods.
Waste2Wear: the Waste2Wear group company which places the Purchase Order.
Waste2Wear Materials: has the meaning set out in clause 8.
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2. The Purchase Order constitutes an offer by Waste2Wear to purchase the Goods in accordance with these Conditions.
2.3. The Purchase Order shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Purchase Order or doing any act consistent with fulfilling the Purchase Order at which point the Contract shall come into existence.
2.4. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
Title and risk in the Goods shall pass to Waste2Wear on completion of delivery.
The Supplier acknowledges that all materials, equipment, and tools, blockchain seals, stickers and locks, moulds, filters, drawings, specifications, samples, intellectual property, know how, and data supplied by and/or on behalf of Waste2Wear to the Supplier are Waste2Wear Materials. Waste2Wear Materials may also include Waste2Wear customer intellectual property, information and/or materials (such as hang tags). Waste2Wear Materials are and shall remain either the property of Waste2Wear or of Waste2Wear’s customer for any customer intellectual property. Information or materials. The Supplier may use Waste2Wear Materials only for the purpose of fulfilling the Order in accordance with the Contract. The Supplier shall keep Waste2Wear Materials in safe custody at its own risk and maintain them in good condition until returned to Waste2Wear. The Supplier is expressly prohibited from using any Waste2Wear Materials for, in connection with and/or in any way related to any activity for any third party. The Supplier may only use Waste2Wear Materials in accordance with Waste2Wear’s written instructions or authorisation.
During the term of the Contract and for a period of three years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Waste2Wear’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving fourteen days’ written notice to the affected party.
15.1. Assignment and other dealings
15.2. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of Waste2Wear.
15.3. No Subcontracting: The Supplier may not subcontract any or all its rights or obligations under the Contract without express prior written approval from Waste2Wear’s senior management.
15.4. Non-Compete: The Supplier may not directly or indirectly contract with any Waste2Wear Customer during the duration of the Contract and for twelve months after its end.
15.5. Entire agreement: The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering the Contract it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15.6. Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Waste2Wear.
15.7. Waiver: Waste2Wear’s delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
15.8. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.9. Notices: Any notice given to a party under or in connection with the Contract shall be in writing and may be delivered by hand or by delivery service at either its registered office or a principal place of business or by electronic communications, such as email to the email addresses that have been used by the parties in connection with the Purchase Order. Any notice shall be deemed to have been received: if delivered by hand or delivery service, at the time the notice is left at the proper address; or if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
15.10. Third party rights: The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
15.11. Governing law: The Contract, and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Waste2Wear company issuing the Purchase Order.
15.12. Dispute Resolution: Any dispute, controversy, difference or claim arising out of or relating to this Contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
Standard Sale Conditions – March 2023
Sven Bleekemolen is a Dutch entrepreneur and textile engineer. He is a versatile executive with a broad skill set and experience in a global marketplace. Lived and worked in Europe, Indonesia, and Turkey. Solid expertise in management of start-up to mature fashion companies in competitive wholesale and retail markets.
In his role as director of several companies, Sven built strong knowledge of international wholesale, retail, B2B sales, production and brand development. He has a strategic and innovative mindset, always focused on business development. He has a record of identifying opportunities and leading diverse teams to surpass revenue goals.
Sven has a strong focus on sustainability and is excited to discover the possibilities that lie in Waste2Wear’s groundbreaking material and blockchain technologies. He is committed to creating a major contribution to the business performance of Waste2Wear along with the transition to a more circular economy for a better outcome of the world.
Stefan Kleijkamp is a highly experienced Global Quality and Compliance Manager with over 15 years of experience in the industry. Originally from the Netherlands, Stefan has spent the last two decades working in Asia, with 17 of those years in China. He is fluent in Chinese and has worked with a wide range of product groups including textile, apparel, hard goods and plastics. Throughout his career, Stefan has held positions in quality and compliance management for both large and medium sized companies, as well as in purchasing and logistics. His extensive experience has given him a deep understanding of the challenges and issues facing the industry, particularly in relation to traceability of recycled materials such as textile, cotton and polyester. With his expertise in quality and compliance, Stefan is dedicated to ensuring that the products and services provided by Waste2Wear meet the highest standards in quality, sustainability and environmental responsibility.
Monique Maissan is a Dutch entrepreneur and textile engineer specializing in sustainable solutions for the industry. As CEO and founder of Waste2Wear, she leads a committed team in creating products and services for a better future. Her vision has driven the company to produce fabrics and products made from recycled plastic bottles (RPET) and recycled polypropylene (RPP) plus award winning blockchain and RPET verification test RA-3.
Monique has won several industry awards, most recently:
Finalist of “Future Leader” World Sustainability Awards 2022;
“Outstanding Achiever” of Global Green Economic Forum, Women Eco Game Changer Awards 2022;
“Woman Leader in Plastic Recycling” Plastic Recycling Conference Asia** 2022;
“The Sustainable Entrepreneur of the Year” of Entrepreneurs’ Organization*** 2021.
She is constantly on the lookout for new and better ways to recycle more plastic. Monique’s drive comes from her determination to do her part to leave this world in a better place for her two adult children and all of the next generation