Each contract that Waste2Wear agrees with a Customer for the supply of products is
governed by these Terms and Conditions of Sale.
1.1. In these Terms and Conditions, except to the extent expressly provided otherwise:
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Business Day” means any weekday other than a bank or public holiday in the country of Supplier;
“Business Hours” means the hours of 09:00 to 17:00 in the country of the Supplier on a Business Day;
“Charges” means the amount or amounts payable in respect of the Products, as set out in the Order Form;
“Confidential Information” means (a)any confidential information disclosed by or on behalf of one party to the other at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the recipient party (acting reasonably) to be confidential; and (b) the terms of the Contract;
“Contract” means a particular contract made under these Terms and Conditions between the Supplier and the Customer;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person or entity identified as such in the Order Form;
“Delivery Location” means the place of delivery identified in the Order Form.
“Effective Date” means the date upon which the parties agree to the Order Form;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, suspension or failure of logistics such as shipping services, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and war, whether declared or not);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);
“Order Form” means a written order form for the Products agreed by or on behalf of each of the parties;
“Products” means those products identified in the Order Form;
“Supplier” means the Waste2Wear company identified in the Order Form;
“Term” means the term of the Contract, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2; and
“Terms and Conditions” means these terms and conditions, including any amendments to these terms and conditions from time to time.
2.1. The only terms and conditions upon which the Supplier will deal with the Customer in relation to the supply of the Products are set out in these Terms and Conditions and the Order Form. These Terms and Conditions and the Order Form shall govern the Contract to the exclusion of all other terms and conditions.
2.2. Any reference to any of the Customer’s terms and conditions in any document forming part of or evidencing the Contract will not have the effect of incorporating any such terms and conditions into the Contract, nor of forming any other contract between the parties in respect of the Products.
2.3. The Customer hereby waives any right it might otherwise have to rely upon its own terms and conditions.
3.1. The Contract shall come into force upon the Effective Date.
3.2. The Contract shall continue in force until all the Products have been delivered to the Customer in accordance with these Terms and Conditions and all the Charges have been paid to the Supplier in cleared funds, after which delivery and payment the Contract shall terminate automatically, subject to earlier termination in accordance with Clause 17.
3.3. Unless the parties expressly agree otherwise in writing, each Order Form shall create a distinct contract under these Terms and Conditions.
7.1. Nothing in these Terms and Conditions shall operate to assign, transfer or license any Intellectual Property Rights from the Supplier to the Customer, or from the Customer to the Supplier
9.1. The Supplier shall issue an invoice for the Charges to the Customer promptly following the agreement of an Order in respect of the Products.
9.2. The Customer must pay the Charges to the Supplier in accordance with the payment terms specified in the Order Form or if there are none, within 30 days following the date of Supplier’s invoice.
9.3. The Customer must pay the Charges by bank transfer (using such payment details as are notified by the Supplier to the Customer from time to time).
11.1. The Supplier may publicise the subject matter of the Contract including via press releases, public announcements and in its sales and marketing materials.
13.1. In order to be able to make any claim for breach of warranty, the Customer must test the Products within 14 days after Delivery. After that period, the Products will be deemed to be compliant with the Contract and accepted by the Customer.
13.2. If any Products do not comply with the warranties given by the Supplier under the Contract, the Customer must give written notice to the Supplier of the alleged defect or non-compliance in reasonable detail including with proper proof such as a test report compliant with the EQL Quality test standard. Such notice must be given to the Supplier within 14 days after Delivery.
13.3. The Supplier has the option either to replace or repair the Products or part of the Products that are reportedly defective and/or non-compliant. If the Supplier replaces or successfully repairs the Products or the defective or non-compliant part of the Products, this will be the Customer’s complete remedy for the actual or alleged breach of warranty.
13.4. If the Supplier does not elect to replace or successfully repair the Products, the Customer may return those Products to the Supplier for a credit note in respect of the Charges paid to the Supplier for defective element of the Products, to be offset against future purchases from the Supplier.
13.5. Products returned under Clause 13.1 must be properly packed and returned to the premises of the Supplier within 14 days following receipt of the Products by the Customer.
14.1. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event, any loss of profits or anticipated savings, any loss of revenue or income, any loss of use or production, any loss of business, contracts, or opportunities, and/or any special, indirect, or consequential loss or damage of any kind.
14.2. The aggregate liability of the Supplier to the Customer under, connected with or related to the Contract shall not exceed the total amount payable by the Customer to the Supplier under the Contract.
14.3. Nothing in these Terms and Conditions will limit or exclude any liability for death or personal injury resulting from negligence or for fraud or fraudulent misrepresentation or limit or exclude any liabilities that may not be limited or excluded under applicable law.
14.4. The limitations and exclusions of liability set out in this Clause and elsewhere in these Terms and Conditions govern all liabilities of whatever nature arising under, connected with, or relating to these Terms and Conditions and/or the subject matter of the Contract, including liabilities arising under any legal theory including in contract, tort (including negligence) and for breach of any statutory duty.
15.1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must promptly notify the other; and inform the other of the period for which it is estimated that such failure or delay will continue.
16.1. If a Force Majeure Event prevents the Supplier from supplying the Products in accordance with the Contract within four weeks of the intended Delivery date, the Supplier may terminate the Contract by giving to the Customer written notice of termination, such notice to be given at any time before supply of the Products.
16.2. Either Party may terminate the Contract immediately by giving written notice of termination to the other Party if the other Party commits any material breach of the Contract.
16.3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if the other party ceases to conduct all (or substantially all) of its business; becomes unable to pay its debts as they fall due; is declared insolvent; or a liquidator or similar is appointed over any of the assets of the other party; or an order is made for its winding up.
16.4. The Supplier may terminate the Contract immediately by giving written notice to the Customer if any amount due to be paid by the Customer under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and the Supplier has given to the Customer at least 14 days’ written notice following the Customer’s failure to pay, of its intention to terminate the Contract in accordance with this clause.
16.5. The Customer’s pre-payment will be used by the Supplier in its supply chain and will not be repayable in the event of termination.
17.1. Upon the termination of the Contract, these Terms and Conditions shall cease to have effect except for those provisions that on their natural reading are evidently intended to continue to have effect post-termination.
17.2. Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.
18.1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in the Order Form) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.2. The addressee and contact details set out in the Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.
19.1. No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.
20.1. The Contract may not be varied except by means of a written document signed by or on behalf of each party.
21.1. The Terms and Conditions and the Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
21.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering the Contract.
21.3. The provisions of this Clause 24 are subject to Clause 15.1.
22.1. These Terms and Conditions shall be governed by and construed in accordance with the law of the country of the Supplier identified in the Order Form.
22.2. Any dispute, controversy, difference or claim arising out of or relating to this agreement, 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