Terms and Conditions for Sales Partners
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.
- Business Days means all days except for Saturdays, Sundays and national holidays in the Netherlands.
- Price means the charges of the Product and/or other possible services, including, but not limited to, purchase costs and delivery charges.
- Business End-User means a customer who is also the final user of the product.
- Customer means every natural person or legal person registered at the Trade Registry, who is in possession of a value added tax number and purchases Product from Fairphone.
- Delivery Date means a date confirmed by Fairphone upon which the order is to be delivered to Customer.
- End User means any person or entity 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.
- 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.
- 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
- Reseller means an entity purchasing Products from Fairphone directly, rather than from a distributor, and resells Products to End-Users.
- Software means software product and any other software components incorporated in Product.
- Terms means these Terms and Conditions, including updates, alterations and possible appendices, published on the Fairphone website
- Website means the website of Fairphone [www.fairphone.com].
2.1These Terms s apply in full to all relationships 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 or unless they are governed by a written and signed sales agreement between Fairphone and the Customer.
2.2 For the purpose of the Terms and Conditions, the Customer is not authorized to distribute or to set up a sales system to distribute the Products to any entity. The Customer can, however, however, supply the Products to End Users. In the event that the Customer wishes to obtain distribution rights from Fairphone to supply to other entities, the Customer shall notify Fairphone and both Parties shall enter into an agreement governing the rights of distribution of Products.
2.3 These terms and the Contract are made only in the English language.
3.1When ordering, a Reseller shall send an email to email@example.com. Resellers shall not place orders through the Fairphone business website.
3.2 In the event of online orders for Business End-Users, each order is an offer by the Customer to buy the Products specified in the order subject to these Terms. Our order process allows the Customer to check and amend any errors before submitting orders to us. Please check carefully before confirming orders. The Customer is responsible for ensuring that the order is complete and accurate.
3.3 Our acceptance of the order will take place when we email Customer to accept it, at which point a contract between Customer and us will come into existence (Order Confirmation). If we are unable to supply the Products for any reason, we will inform the Customer of this via email and we will not process the order.
3.4 Products and Product packaging may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that a device’s display of the colors accurately reflects the color of the products, therefore the delivered products may vary slightly from those images.
4.1 The Product will be charged in Euro (€).
4.2 Except when legally due, the Price shall exclude the VAT. Other levies, fees and charges shall be established separately. At the moment of order, Fairphone will issue an invoice. All payments shall be paid in full within fourteen (14) days after receipt of the invoice. The Customer order becomes final when the full payment is received by Fairphone. Following the receipt of payment, Fairphone will dispatch the order to the Customer. Accepted purchase orders cannot be revoked.
4.3 Fairphone reserves the right to change the Price unilaterally and in case of changes, the Price when the 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 the Products are being shipped. Any custom duties or tariffs that may be imposed on the deliveries shall be borne by the Customer.
4.5 Any late payments by the customer when payment is exceptionally due after the delivery of the order are subject to statutory interest applicable in the Netherlands for late payment, until payment is received in full.
5.1 Fairphone will provide the Customer with an estimated delivery date in the Order Confirmation. Occasionally delivery to the Customer may be affected by Force Majeure. See Clause 17 for our responsibilities when this happens.
5.2 Any delivery under these Terms and Conditions shall be performed under “DAP – Delivered At Place” as defined in the ICC Incoterms 2010. Unless agreed otherwise, any physical delivery shall be delivered to the location designated in the accepted purchase order.
5.3 Delivery will be complete once the Products have been unloaded at the address for delivery set out in the order.
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 Upon receipt of delivery, the Customer is obliged to promptly visually examine Products and to keep appropriate evidence of such process for Fairphone to review upon request. Where transport damage is observed, the Customer will provide photo evidence of the damage and is obligated to note it down on the signed Proof of Delivery note as evidence for Fairphone to carry out a claim to the forwarder and accept the return.
5.6 Provided that the Customer notifies Fairphone within two (2) Business Days of the delivery date of the relevant Products, then the Customer may return to Fairphone Products, which are:
(i) damaged in transit, provided that the damage is not caused by the Customer or its contractors;
(ii) incorrectly shipped, provided that the fault is not due to incorrect ordering by the Customer.
“Business Days” shall mean all days except for Saturdays, Sundays and national holidays in the Netherlands.
5.7 In the event that the Customer does not notify Fairphone within the mentioned period, the Products shall be deemed accepted.
5.8 Fairphone delivers to the continental European territories of the following 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, UK.
6.1 Fairphone warrants to the Sales Partner that the Products supplied under this Agreement are free of defects in workmanship and material and are supplied in accordance with their technical specifications. The warranty is valid for the period of two (2) years after delivery to the End User.
6.2 The Customer hereby declares it understands and agrees with the terms of the Fairphone warranty, end user licensing agreement or other applicable licenses concerning Software as well as their amendments, available from time to time on the Fairphone website (jointly the “Fairphone End User Warranty”). The Customer bears the ultimate responsibility of ensuring that End Users purchasing Products supplied under these Terms are informed and consent to the Fairphone End User Warranty’ s content.
6.3 The Customer shall make no representations or warranties concerning quality, performance or other characteristics of Products other than those which are consistent with the rights received under these Terms and/or which do not expand the scope of the Fairphone End User Warranty. The Customer shall compensate Fairphone for any claims brought to Fairphone resulting from a breach of this undertaking.
6.4 These Terms shall not release or discharge the Customer from obligations and warranties provided under applicable national laws and contracts to its own Customers or End Users.
6.5 The Fairphone warranty is valid only for purchases within the European continent, and warranty-related assistance can only be granted if requested from one of the continental European territories of the following 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, UK.
7.1 Fairphone shall, at its option and cost, either repair, replace or refund the price paid by the Customer in respect of the following Products:
(a) a Product that is not in conformity with the warranty provided by Fairphone;
(b) Dead on Arrival Products, which are products not performing according to the technical specifications that cannot be solved with the general troubleshooting within thirty (30) days after the delivery to the End Users (“DOA”).
This article shall apply provided that:
the Customer allows Fairphone to inspect and test the Product to determine the presence and cause of the defect;
the Products were handled according to the instructions of use;
The Product has not been modified, customized, or altered unless authorised in writing by Fairphone.
The Customer may be charged for logistics costs associated with the return of Products that are not Products under 7.1 (a) and (b).
7.2 All Products shall be returned to Fairphone following the applicable Fairphone return processes.
7.3 The Sales Partner acknowledges that Fairphone shall receive product claims from either the Sales Partner or the End-User. Where the End-User has filed a claim or warranty request, the Sales Partner shall no longer have the right to bring such claim or request. This does not affect Fairphone’s obligation to resolve any repeated defects (either the same defect recurring in the same device or a new defect in the same device) free of charge for in-warranty devices as specified in the Fairphone End User Warranty.
Upon returning Products to Fairphone, the Sales Partner is obliged to ensure that Products are well-packaged either in its original packaging or packaging providing an equal degree of protection which ensures adequate protection during shipment. The Sales Partner will be liable of product damages occurring due to improper packaging.
Customers will be responsible for returns of Products from their End Users and shall ensure appropriate customer support.
These Terms also apply to any repaired or replaced Products supplied to you.
Fairphone shall retain all of its Intellectual Property Rights regarding the Products and the Software.
The Software in the Products will only be used as an integrated part of the Products in selling, marketing and distributing the Products. The Customer is not entitled to distribute, reverse engineer or otherwise use the Software as a standalone product, except as allowed by Fairphone.
9.1 Fairphone’s maximum aggregate liability for proven and payable damages under these Terms and Conditions shall not exceed the price received by Fairphone for the contractual year when the damages took place.
9.2 All damages payable are subject to exercising reasonable efforts to mitigate losses.
9.3 Except as provided otherwise, the Parties 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.
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 above mentioned, the responsibility for checking any update or changes to this Terms and Conditions remains to the Customer.
11.1 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.
11.2 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.
12.1 These Terms and Conditions shall be governed by Dutch law.
12.2 Any dispute concerning these Terms and Conditions shall be examined under the jurisdiction of these laws and will be resolved by the competent court in Amsterdam, the Netherlands.
Updated on 16 December 2019