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Standard Purchase Conditions

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.

3.1. The Supplier shall ensure that the Goods shall:

  1. correspond with the Specification;
  2. be of good quality and fit for any purpose made known to the Supplier by Waste2Wear;
  3. be free from defects in design, material and workmanship;
  4. comply with all applicable laws and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
  5. comply with all applicable laws and regulatory requirements relating to the environment;
  6. are made from certified recycled materials;
  7. are made in compliance with all applicable labour laws and regulations, and
  8. are only manufactured and/or stored in the place or places that is or are specified by Waste2Wear in the Purchase Order.

3.2. The Supplier shall always ensure that it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract, including (without limitation) its Global Recycled Standard (GRS) certification and a current third-party social standards compliance certification (such as DCI or CEDEX or equivalent).

3.3 The Supplier must ensure the safe preservation and integrity of the approval sample and/or quality control (“QC”) files.

3.4 Supplier must apply Waste2Wear’s blockchain model rules and use Waste2Wear’s blockchain platform. As part of Waste2Wear’s blockchain and supply chain assurance and validation, Supplier must share information about materials, feedstock, sourcing, and its supply chain as may be required by Waste2Wear.

3.5 Waste2Wear and/or Waste2Wear’s customer and/or its or their auditors may each inspect, test and/or audit the Goods at any time. Following a written request to the Supplier, the Supplier must promptly grant Waste2Wear and/or Waste2Wear’s customer and/or its or their auditors access to all sites and facilities where the Goods are being made and/or stored. The Supplier shall remain fully responsible for the Goods despite any such inspection, testing or auditing. Any such inspection, testing or auditing shall not reduce or otherwise affect the Supplier’s obligations under the Contract. If following such inspection, testing and/or auditing Waste2Wear or its customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings in the Contract, including clause 3.1, Waste2Wear shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. Waste2Wear, Waste2Wear’s customer and/or auditors may conduct further inspections, tests and/or audits after the Supplier has carried out its remedial actions.

3.6 Any place identified in the Purchase Order, such as (without limitation) the factory and/or Delivery Location and/or storage location for the Goods, may not be changed without Waste2Wear’s prior written consent.

3.7 Any surplus feedstock and/or other material intended to be used in making the Goods will be returned to Waste2Wear or securely destroyed, in accordance with Waste2Wear’s written instruction.
4.1. The Supplier shall ensure that

  1. the Goods are properly secured in such manner as to enable them to reach their destination in good condition;
  2. the Goods are insured with a reputable insurance company for full value against loss or damage during shipment; and
  3. each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2. The Supplier shall ensure that

  1. on the Delivery Date;
  2. at the Delivery Location; and
  3. during Business Hours, or as instructed by Waste2Wear.

4.3. Delivery of the Goods shall be completed by fullly unloading the Goods at the Delivery Location. The Supplier is required to deliver FOB (INCOTERMS 2020) to the Delivery Location.

4.4. If the Supplier delivers

  1. less than 95% of the quantity of Goods ordered, Waste2Wear may reject the Goods; or
  2. delivers more than 105% of the quantity of Goods ordered, Waste2Wear may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense.

4.5 If the Supplier delivers more or less than the quantity of Goods ordered, and Waste2Wear accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.6 The Supplier shall not deliver the Goods in instalments without Waste2Wear’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment shall entitle Waste2Wear to the remedies set out in clause 5.
5.1. If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Waste2Wear may exercise any one or more of the following rights and remedies:

  1. to terminate the Contract;
  2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
  3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid,
  4. to require the Supplier to return any part payment or pre-payment;
  5. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
  6. to recover from the Supplier any costs incurred by Waste2Wear in obtaining substitute goods from a third party; and
  7. to claim damages for any other costs, loss or expenses incurred by Waste2Wear which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.2. In addition to and without limitation to the remedies identified in Clause 5.1, if there is any unauthorised change in a location identified in the Purchase Order and/or the Supplier does not ensure the safe preservation and integrity of the approval sample and/or quality control (“QC”) files, Waste2Wear may apply up to 25% reduction in the price payable to the Supplier.

5.3. If the Goods are not delivered on the Delivery Date Waste2Wear may, at its option, claim or deduct by way of liquidated damages 10% of the price of the Goods for each week’s delay in delivery until the earlier of delivery or termination or abandonment of the Contract by Waste2Wear, up to a maximum of 50% of the total price of the Goods.

5.4. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.5. Waste2Wear’s rights and remedies under these Conditions are in addition to its rights and remedies implied by applicable law.

Title and risk in the Goods shall pass to Waste2Wear on completion of delivery.

7.1. The price of the Goods shall be the price set out in the Purchase Order.

7.2. The price of the Goods

  1. includes all taxes (including VAT if applicable); and
  2. includes the costs of packaging, insurance, and carriage of the Goods to the Delivery Location.

7.3. Any unauthorised change in any location identified in the Purchase Order will result in an up to 25% reduction in the price payable to the Supplier and give Waste2Wear the option to refuse to buy the Goods and terminate the Contract with immediate effect.

7.4. No extra charges shall be effective unless agreed in writing with Waste2Wear.

7.5. The Supplier may invoice Waste2Wear for the price of the Goods on or at any time after the completion of delivery. The Supplier shall ensure that its invoice meets all formalities required for all tax and administrative purposes and includes the date of the Purchase Order, the invoice number, Waste2Wear’s purchase Purchase Order number, the Supplier’s tax and company registration number and any supporting documents that Waste2Wear may reasonably require.

7.6. Waste2Wear shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.7. Waste2Wear may at any time set off any liability of the Supplier to Waste2Wear against any liability of Waste2Wear to the Supplier. If the liabilities to be set off are expressed in different currencies, Waste2Wear may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Waste2Wear of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

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.

9.1. The The Supplier shall indemnify Waste2Wear against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Waste2Wear as a result of or in connection with:

  1. any claim made against Waste2Wear for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
  2. any claim made against Waste2Wear by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
  3. any claim made against Waste2Wear by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors;
  4. any misuse of Waste2Wear Materials; and
  5. the Supplier will accept the results of Waste2Wear’s RA3 testing (conducted by either Wessling or another test agency) as conclusive evidence for a Waste2Wear claim under this section if the result of any RA3 test shows the content of RPET is lower than the agreed level.

9.2. This clause 9 shall survive termination of the Contract.

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.

11.1. Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients and/or suppliers of the other party, except as permitted by clause 11.2.

11.2. Each party may disclose the other party’s confidential information:

  1. to its employees, officers, representatives and/or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives and/or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.1. In performing its obligations under the Contract, the Supplier shall

  1. comply with all applicable laws, statutes, regulations, and codes from time to time in force; and
  2. comply with Waste2Wear’s Supplier Code of Conduct.

12.2. Breach of clause 12.1 shall constitute an irremediable material breach of the Contract.
13.1. Waste2Wear may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. Waste2Wear shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

13.2. Without limiting its other rights or remedies, Waste2Wear may terminate the Contract with immediate effect by giving written notice to the Supplier if:

  1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach with 14 days of the Supplier being notified to do so;
  2. the Supplier takes any action in connection with entering administration, provisional liquidation, an arrangement with its creditors, bankruptcy, being wound up, having a receiver appointed to any of its assets;
  3. the Supplier changes the place of manufacture or storage of the Goods and/or subcontracts all or any part of the manufacture of the Goods; and/or
  4. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

13.3. On termination or expiry of the Contract, the Supplier shall immediately return all Waste2Wear Materials. If the Supplier fails to do so, then Waste2Wear may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

13.4. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

13.5. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

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

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.

Hein Barnhoorn

Olivier van Migem

Ruma Kinger

Rena Jiang

Rena Jiang has over 20 years experience in the textile industry. Knowing how polluting the industry is, Rena is proud to be making a positive impact by doing the right thing with Waste2Wear.

Christophe Marze

Christophe Marze has over 15 years specializing in structuring and powering up businesses in Asia. As a French national, he has spent many years living and working in Germany and in China. Christophe is passionate about continuous improvement, sustainability and compliance which are from him the pillars of a healthy business drive.

Jeroen van der Wind

Jeroen van der Wind is an entrepreneur, specializing in international trade within the textile and promotional industries in South East Asia for over three decades. He was managing partner of The Cookie Company for many years, producing licensed kids apparel for several multinational customers. In combination with a healthy business drive, he is determined to help further the Waste2Wear mission of relieving the planet of the plastic problem to create a better world, especially for his four adult children.

Eduardo Garza Garcia

Eduardo Garza Garcia is a Mexican designer and entrepreneur specializing in sustainable solutions for plastics. He has been pivotal in innovations including the industry-first recycled polypropylene (RPP) from discarded domestic appliances; a unique RPET verification method (RA-3) proving the recycled plastic content in materials and the industry-first blockchain technology. Thanks to his innovations, Waste2Wear has won several prestigious environmental awards. Eduardo is truly an innovator in the world of recycled plastics constantly working for new ways to bring more transparency to the recycling industry.

Stefan Kleijkamp

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

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