General Terms and Conditions for Company Purchase

 

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”).

1. Definitions

 

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.

 

Customer means an entity that 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

 

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. Scope of application

2.1 These Terms and Conditions 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. For Fairphone webshop purchases, the respective Fairphone webshop terms and conditions  will be applicable instead.

2.2 For the purpose of the Terms and Conditions, the Customer is not authorized to distribute or to set up sales system to distribute the Products to any entity. The Customer can 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.

 

3. Price and Payment method 

3.1 The Product will be charged in Euro (€).

3.2 Except for entities operating in the Netherlands, the Price shall exclude the VAT charges. At the moment of order, Fairphone will issue an invoice. All payments of order shall be paid in full within fourteen (14) days after receipt of the invoice.

3.3 Fairphone reserves the right to change the Price unilaterally and in case of changes, the Price when Product was ordered is applicable.

3.4 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. These and any custom duties or tariffs that may be imposed on the deliveries shall be borne by the Customer.

3.5 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. Delivery and Ownership Transfer

4.1 Any delivery under this Agreement shall be performed under “DAP – Delivered At Place” as defined in the ICC Incoterms April 1st 2015. Unless agreed otherwise, any physical delivery shall be delivered to the location designated in the accepted purchase order.

4.2 Deliveries are made based on an accepted purchase order. All accepted purchase orders cannot be revoked.

4.3 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. Product Acceptance and Product Returns

5.1 Upon receipt, the Customer is obligated to promptly examine Product and to keep appropriate evidence of such process for Fairphone to review upon request.

5.2 The Sales Partner is entitled to return Products, according to the Fairphone reverse logistic processes for Products, within the timelines contained therein, communicated by Fairphone to the Sales Partner from time to time:

(i) “Cool-Off Products” that means product returns from End-User based on End-Users right to cancel purchase agreement fourteen (14) days after the delivery of the Product (where applicable), without any penalty;

(ii) Dead on Arrival Products that means products not performing according to the technical specifications, and such cannot be solved with the general troubleshooting within 14 days after the delivery to the End Users (“DOA”);

(iii) Products under a warranty claim or that need repairing.

5.3 Upon returning the Products, the Customer is obliged to ensure that Products are well-packaged either in its original packaging 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.

 

6. Warranty

6.1 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.

 

6.2 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”).

 

6.3 The Customer undertakes to not modify, customize or make 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.

 

6.4 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.

 

6.5 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 and/or which do not expand the scope of the Fairphone End User Warranty.

 

6.6 The Terms and Conditions shall not release or discharge the Customer from obligations and warranties provided under applicable national laws and contracts to its own customers.

 

6.7 The Fairphone End User Warranty is valid only for purchases within the European continent, and warranty related assistance can only be granted if requested from one of the following European territories: 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. Brand and Trademarks

These Terms and Conditions do not allow the Customer to make use of the Fairphone trademarks in any way, including for promoting, advertising, display in stores,  use in search engine or website domain name or website, or product launch before obtaining Fairphone’s consent in that regard.

 

8. Intellectual Property Rights

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. Changes to the Terms and Conditions

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.

 

10. Force Majeure

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. Applicable law and dispute resolution

11.1 This Terms and Conditions shall be governed by Dutch law.

11.2 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.

 

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