Terms & Conditions (Businesses)
The following terms and conditions shall apply with respect to the purchase of Product, other deliverables
and performances from Fairphone B.V., a Dutch limited liability company located at Pakhuis Amsterdam
3rd floor at Jollemanhof 17 1019 GW Amsterdam in the Netherlands, registered with the Trade Registry
number 55901964, VAT number 8519.04.270.B.01 (hereinafter referred as “Fairphone”).
In these Terms and Conditions, the following definitions will be used. For the purpose of this Terms and Conditions, the following terms and expressions shall have the meaning set out herein. Unless the context indicates otherwise, the singular shall include the plural and vice versa.
B2B Webshop means the business-to-business only shop section where Product can be purchased and Product information can be acquired.
Business Days means all days except for Saturdays, Sundays and national holidays in the Netherlands.
Business Hours means, unless otherwise agreed, 09:00-18:00 Central European Time (CET) on Business Days.
Cool-Off Products means product returns based on the right to cancel purchase agreement fourteen (14) days after the delivery of the Product (where applicable), without any penalty.
Customer means an entity that purchases Product from the Fairphone B2B Webshop.
Dead on Arrival means Product not performing according to the agreed specifications, and such cannot be solved with the general troubleshooting within 14 days after the delivery to the Customer.
Defective Product means a Product not performing according to the agreed specifications.
Delivery Date means a date confirmed by Fairphone upon which the order is to be delivered to Customer.
End User means any person who receives Product from the Customer and who ultimately uses Product.
Force Majeure means an event which is beyond the reasonable control of the affected Party and which such Party could not anticipate or mitigate.
Good Industry Practice means the exercise of reasonable skill, care, prudence, efficiency, foresight and timeliness which would be expected from a skilled person experienced and qualified in the provision of services of a similar nature to the services provided by the Customer under this Terms and Conditions.
Intellectual Property means all right, title and interest in and to all industrial and intellectual results, objects or property either in whole or in part, tangible or intangible, including all patents, binaries, codes, source and object codes, software, trademarks, copyrights, design, information and know-how, and all other similar results, objects and property.
Price means the charges of the Product and/or other possible services, including, but not limited to, purchase costs and delivery charges.
Product means the Fairphone product(s), including the Fairphone smartphones, its associated parts and accessories, transceivers, modules or equipment which are distributed by Fairphone under this Terms and Conditions
Repair Product means any Product returns for the purpose of repair, regardless whether the product return is under or outside warranty claim.
Service means all services, activities, care or work performed by the Parties under this Terms and Conditions other than those included within the definitions of Product.
Software means software product and any other software components incorporated in Product.
Terms and Conditions means the (“this”) General Terms and Conditions of Sale, including its amendments.
Website means the website of Fairphone [www.fairphone.com].
2.1 These Terms and Conditions apply in full to all contracts and other obligations between Fairphone and the Customer and exclude all other terms and conditions, whether provided by the Customer or any third party, unless previously agreed upon in writing by Fairphone.
2.2 This Terms and Conditions is applicable at the time of purchase.
2.3 For the purpose of this Terms and Conditions, the Customer is not authorized to distribute or to set up sales system to distribute the Products to any person or any entity. The Customer shall supply the Products to End Users for its internal or entity related purposes only. In the event that the Customer wishes to obtain distribution rights from Fairphone, the Customer shall notify Fairphone and both Parties shall enter into a new agreement governing the rights of distribution of Products.
3.1 The presentation of Product within the B2B Webshop does not represent a legally binding offer but rather an in-line catalogue without obligation. By clicking the checkout button, a binding offer for the goods contained in the shopping basket is established by the Customer.
3.2 Prior to any purchase, the Customer is obliged to register accurate, current and complete information. Fairphone reserves the right to reasonably terminate this Terms and Conditions if any information provided by the Customer is false, inaccurate or incomplete. In the event that this Terms and Conditions is terminated on these grounds, the Customer is not entitled to any compensation and the Customer will be liable for damages that Fairphone will suffer, such as additional delivery costs.
3.3 An electronic email confirming and containing the receipt of the order will occur after the payment has been secured. This confirmation e-mail represents the acceptance of this Terms and Conditions by Fairphone.
4.1 The Product will be charged in Euro (€).
4.2 Except for entities operating in the Netherlands, the Price shall exclude the VAT charges.
4.3 Fairphone reserves the right to change the Price unilaterally and in case of changes, the Price made available on the B2B Webshop when Product was ordered is applicable.
4.4 Shipping and other charges, such as import taxes will be based on the value of the Customer order and the country to which Product is being shipped. These and any custom duties or tariffs that may be imposed on the deliveries shall be borne by the Customer.
4.5 The payment of the Price may be made by one of the following payment methods:
(i) Credit Card;
(iv) SOFORT banking or
(v) Bank transfer.
Fairphone reserves the right to change the payment methods from time to time.
In the case of payment methods (i) to (iv), the Customer must pay the Price in accordance with the instruction specified by Fairphone and to follow the ordering process on the B2B Webshop. The Customer order becomes final when the full payment is received by Fairphone. Following the receipt of payment, Fairphone will dispatched the order to the Customer.
In the case of bank transfer, Fairphone will, through electronic mail, deliver to the Customer of its invoices following the order made. All payment shall be paid in full within fourteen (14) days of receipt of the invoice. Provided that Fairphone has received the payment, Fairphone shall dispatch the order to the Customer.
5.1 Subject to the receipt of payment, the Customer will receive an email confirming the dispatch of its order.
5.2 Fairphone will deliver Product in accordance to the request specified during the order made by the Customer in the B2B Webshop. Unless agreed otherwise, the delivery address entered by the Customer at the shipping stage of the order shall be used.
5.3 The Product will be delivered by Fairphone to the Customer in an undamaged condition and shall remain in its responsibility until delivery is completed.
5.4 Ownership of the Product shall pass from Fairphone to the Customer upon receipt of the Product by the Customer, subject to the receipt of the full price of the Product by Fairphone.
5.5 The Products that we currently offer will only be delivered to the countries within the European continent and warranty related assistance can only be granted if requested from one of the following European continental countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Holy See (Vatican City State), Hungary, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, The Netherlands, Norway, Poland, Portugal, Romania, San Marino, Slovakia, Slovenia, Spain, Sweden, Switzerland, The United Kingdom.
5.6 Unless in case of Force Majeure, Fairphone cannot be held responsible for any failure or delay in performance of delivery of Product.
6.1 Upon receipt of delivery, the Customer is obligated to promptly examine Product and to keep appropriate evidence of such process for Fairphone to review upon request.
6.2 Provided that the Customer notifies Fairphone within five (5) Business Days of Delivery Date of the relevant Product, then the Customer may return to Fairphone Products which are:
(i) damaged in transit, provided that the damage is not caused by the Customer;
(ii) incorrectly shipped, provided that the fault is not due to incorrect ordering by the Customer;
(iii) Dead on Arrival.
6.3 The Customer is entitled to return Cool-Off Products to Fairphone, within the period of fourteen (14) days after the Product is delivered to the Customer.
6.4 For the purpose of this Article, the Customer is obligated to follow the procedures laid out in the Fairphone Return Policy.
6.5 Upon returning the Products, the Customer is obliged to ensure that Products are well-packaged either in its original packaging (for Dead on Arrival Products and Cool-Off Products) or packaging providing an equal degree of protection to ensure protection during shipment. The Customer will be liable of product damages occurring due to improper packaging.
7.1 Fairphone warrants to the Customer that the Products supplied hereunder are free of manufacturing defects and are supplied in accordance with their technical specifications at the time of delivery.
7.2 The Customer hereby declares that it understands and agrees with the terms of the Fairphone warranty, end users licensing agreement or other applicable licenses concerning Software as well as their amendments, available from time to time on the Website (jointly the “Fairphone End User Warranty”).
7.3 The Customer undertakes to not modify, customize or making alterations on Products and/or Software, unless authorised in writing by Fairphone. In the event of the Customer performing unauthorised modification or customization of Products and/or Software, the warranty rights afforded by Fairphone are void.
7.4 Fairphone shall have no liability in the event the Customer made any unauthorised modification or customization of Products and/or Software. The Customer indemnifies Fairphone, its officers, agents, or employees against all claims, liability and expenses including legal fees arising from any third party claim or proceeding brought against any of them in connection with unauthorised modified Products or Software.
8.1 Fairphone will ensure that the Customer receive support and assistance for any Product issue, covering the following support lines:
- first line of support on problem identification and resolution;
- second line of support on technical problem identification and resolution;
- repair of defective Products.
8.2 The Customer may submit support request via electronic mail to email@example.com. Fairphone’s support will be available during Business Days and Business Hours. In addition, the support will solve the Customer and its End Users queries in English, Dutch, German and French.
9.1 The Customer is entitled to return Repair Products, regardless whether the return is under a warranty or repair claim.
9.2 Both Parties will jointly determine the process of assessing, inspection and diagnosis for Repair Product and that the return process of Repair Products shall be determined on a case-by-case basis.
9.3 The Customer is obliged to ensure that the Repair Products are well-packaged, either in its original packaging or packaging providing an equal degree of protection to ensure protection during shipment. The Customer may be held liable for the diminished value of the Repair Products which occurred due to improper packaging.
10.1 No Party shall be liable to the other for loss of any kind caused to or incurred by the other Party by reason of any failure or delay in the performance of its obligations hereunder, which is due to Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.
10.2 Either Party shall be entitled to terminate this Terms and Conditions by notice in writing to the other Party if a Force Majeure event occurs in relation to the other Party for a period of sixty (60) days or more.
11.1 No license or other Intellectual Property rights are granted by a Party to the other Party, except if provided otherwise in this Terms and Conditions. Fairphone or any relevant third party shall retain the Intellectual Property rights in the Products, including the Software.
11.2 The Customer will notify Fairphone regarding any third party claim concerning Intellectual Property and shall grant Fairphone control over any license negotiations, proceedings or court proceedings and responsibility for taking measures for settlement in or out of court as well as reasonable assistance for such.
12.1 We will not be liable for any indirect damage or loss including but not limited to: a) loss of income, loss of business or business opportunity, loss of actual or anticipated profits or revenues, loss of goodwill or reputation b) loss due to any damage to and/or corruption or loss of data.
12.2 In no event shall direct damages exceed the contract price per Product.
13.1 There are no warranties, condition or other terms that are binding on us except as expressly stated in these Terms and Conditions.
13.2 Any warranty, condition or other term concerning the Product or Services which might otherwise be implied into or incorporated in these Terms and Conditions, or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. In particular, Fairphone will not be responsible for ensuring that the Products are suitable for your purposes.
13.3 Nothing in these Terms and Conditions shall limit or exclude Fairphone’s liability for death or personal injury caused by Fairphone’s negligence, willful misconduct or fraud.
13.4 Subject to clause 3, Fairphone shall not be liable for any indirect, consequential or punitive damages, including without limitation damages constituting missed or loss of business, revenue or profits, however they arise.
13.5 Subject to clause 3, Fairphone’s maximum aggregate liability under these Terms and Conditions whether in contract, tort (including negligence) or otherwise shall in no circumstances exceed the price received by Fairphone in respect of the Product and/or Services in question.
14.1 The Customer can visit the Fairphone Website without submitting any information regarding the Customer personal or entity data. Personal data is only collected when the Customer voluntarily provides Fairphone with it, such as for opening a customer account or for registration of the Fairphone newsletter.
14.2 All data collected by Fairphone will be used and processed exclusively within the framework of the current Dutch and European Union data protection laws and in accordance with the Fairphone data protection and privacy policies.
15.1 Fairphone reserves the right to update its Website and B2B Webshop for any maintenance or updates. In addition, Fairphone reserves the right to suspend or restrict access some features to the Customers.
In any case, Fairphone will not be liable if for any reason, all or any part of the Website is unavailable at any time or for any period.
15.2 Fairphone reserves the right, at its sole discretion, to change, modify, add, amend and remove any part of these Terms and Conditions from time to time. The Customer will be notified of these changes through Fairphone communication platforms. Notwithstanding the abovementioned, the responsibility for checking any update or changes to this Terms and Conditions remains to the Customer.
15.3 In case of changes, the Terms and Conditions applicable to the Customer at the time of purchase will apply.
16.1 This Terms and Conditions shall be governed by Dutch law.
16.2 For judicial redress, any dispute concerning this Terms and Conditions shall be examined under the jurisdiction of these laws and will be resolved by the competent court in Amsterdam, the Netherlands.
Finalised 26 July 2016.