GENERAL TERMS AND CONDITIONS WAZZUP SCREENPROTECTORS B.V.
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Wazzup Screenprotectors B.V. (hereinafter: Wazzup) is registered with the Chamber of Commerce under number
90797027 and is located at Kristalstoep 26 9403 RZ in Assen.
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Article 1 - Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise:
2. Offer: Any written offer to the Buyer to supply Products by Seller, to which these conditions are inseparably connected.
3. Company: The natural or legal person who acts in the exercise of a profession or business.
4. Buyer: The Company that enters into an Agreement (at a distance) with the Seller.
5. Agreement: The purchase agreement (at a distance) which relates to the sale and delivery of Products purchased by the Buyer from Wazzup.
6. Products: The Products offered by Wazzup are custom-made screen protectors featuring a laser-engraved logo (provided by the buyer).
7. Seller: The provider of Products to the Buyer, hereinafter: Wazzup.
Article 2 - Applicability
1. These general terms and conditions apply to every Offer from Wazzup and any Agreement between Wazzup and a Buyer and to any Product offered by Wazzup.
2. Before an Agreement (at a distance) is concluded, the Buyer will have access to these general terms and conditions. If this is not reasonably possible, Wazzup will indicate to the Buyer how the Buyer can view the general terms and conditions, which are in any case published on the Wazzup website, www.wazzupscreens.com, so that the Buyer can easily store these general terms and conditions on a durable data carrier.
3. In exceptional situations, these general terms and conditions may be deviated from if this has been explicitly and in
writing agreed with Wazzup.
4. These general terms and conditions also apply to additional, amended, and follow-up agreements with the Buyer.
Any general and/or purchase conditions of the Buyer are expressly rejected.
5. If one or more provisions of these general terms and conditions are partially or completely void or are annulled, the remaining provisions of these general terms and conditions remain in force and the void/annulled provision(s) will be
replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, interpretation, or situations not regulated in these general terms and conditions must be assessed and interpreted in the spirit of these general terms and conditions.
7. If these general terms and conditions refer to she/her, this should also be understood as a reference to he/him/his, if and insofar as applicable.
Article 3 - The Offer
1. All offers made by Wazzup are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the offer. An Offer is only considered as such if it has been recorded in writing.
2. The Offer made by Wazzup is without obligation. Wazzup is only bound to the Offer if the acceptance of it by the Buyer is confirmed in writing within 14 days. Wazzup has the right to refuse an Agreement with a potential Buyer for a reason that is justified for Wazzup.
3. The Offer contains an accurate description of the offered Product with corresponding prices. The description is detailed enough so that the Buyer is able to make a good assessment of the Offer. Obvious mistakes or errors in the Offer do not bind Wazzup. Any images and specific data in the Offer are only an indication and cannot be grounds for any
compensationor the dissolution of the Agreement (at a distance). Wazzup cannot guarantee that the colors in the image exactly match the real colors of the Product.
4. Wazzup cannot guarantee that the colors of the packaging exactly match the colors supplied by the Buyer for the
development of the packaging. Printing can lead to a minimal color difference compared to the sample previously supplied by Wazzup.
5. Delivery times and terms mentioned in Wazzup’s Offer are indicative and do not give the Buyer the right to dissolution or compensation in the event of exceeding them, unless expressly agreed otherwise.
6. A composite quotation does not oblige Wazzup to deliver part of the items included in the offer or Offer at a part of the quoted price.
7. If and insofar as there is an offer, this does not automatically apply to reorders. Offers are only valid while stocks last, and according to the first-come-first-serve principle.
Article 4 - Conclusion of the Agreement
1. The Agreement is concluded at the moment the Buyer has accepted an Offer from Wazzup by signing the Agreement.
2. An Offer can be made by Wazzup through a presentation and a quotation.
3. If the acceptance (on minor points) deviates from the Offer, Wazzup is not bound by it.
4. Wazzup is not bound to an Offer if the Buyer could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.
5. The right of withdrawal is excluded for the Buyer being a Company.
6. All Products are custom-made and are excluded from the right of withdrawal.
Article 6 - Delivery
1. If the start, progress, or (delivery) of the Agreement is delayed because, for example, the Buyer has not provided all requested information on time, has not cooperated sufficiently, the (down) payment has not been received on time by Wazzup, or there is a delay due to other circumstances beyond the power of Wazzup, Wazzup is entitled to a reasonable extension of the (delivery) period. All agreed (delivery) periods are never fatal periods. The Buyer must put Wazzup in
default in writing and grant her a reasonable period to still be able to (deliver). The Buyer is not entitled to any
compensation due to the delay.
1. The Buyer is obliged to accept the Products when they are made available to her according to the Agreement, even if they are offered to her earlier or later than agreed.
2. If the Buyer refuses acceptance or is negligent in providing information or instructions necessary for delivery, Wazzup is entitled to store the goods at the expense and risk of the Buyer.
3. If the Products are delivered by Wazzup or an external carrier, Wazzup is entitled, unless otherwise agreed in writing, to charge delivery costs and supplemented with (if applicable) government transport charges, transport insurance costs as well as export and import duties to the Buyer.
4. If Wazzup needs data from the Buyer in the context of executing the Agreement, the delivery time only starts after the Buyer has made all the data necessary for the execution available to Wazzup.
5. If Wazzup has given a period for delivery, this is indicative.
6. Wazzup is entitled to deliver the goods in parts, unless deviated from by Agreement or the partial delivery has no
independent value. Wazzup is entitled to invoice the thus delivered separately.
7. Deliveries are only carried out if all invoices have been paid unless expressly agreed otherwise. Wazzup reserves the right to refuse delivery if there is a well-founded fear of non-payment.
Article 7 - Packaging and Transport
1. Wazzup commits itself to the Buyer to properly pack the goods to be delivered and to secure them in such a way that they reach their destination in good condition under normal use.
2. The acceptance of goods without comments on the freight bill or receipt serves as proof that the packaging was in good condition at the time of delivery.
Article 8 - Samples
1. A sample provided in advance for product evaluation will be used to assess the quality (thickness) of the product. At the customer’s request, a logo/text will be applied to this sample. The goal is to give the customer a good understanding of what the final product will look like, and to properly assess the visibility of the logo when the phone is “on and off”.
2. Any visible defects or shortages must be reported in writing to Wazzup at info@wazzupscreens.com within 14 days of delivery.
3. The Buyer must return the samples if, according to the Buyer, there are defects in the samples. Wazzup then has the obligation to determine whether there are defects or irregularities. Wazzup’s assessment is always decisive. Wazzup will then contact the Buyer to discuss whether any adjustments to the Product are necessary.
4. Once the Parties have given written approval on the samples and the payment obligations have been met, the order is given to produce the final order. Wazzup will strive to minimize the deviations between the samples and the final delivered Product. A minimal deviation does not give the Buyer the right to return the Products.
5. Wazzup always reserves the right to assess whether there is a minimal deviation.
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Article 9 - Investigation, Return
1. The Buyer is obliged to investigate and inform themselves about how the Product should be used, and to test the Product in accordance with the usage instructions. Wazzup does not acknowledge liability for the Buyer’s misuse of the Product.
2. Any visible defects or shortages must be reported in writing to Wazzup at info@wazzupscreens.com within 14 days of delivery.
3. The return of Products is excluded because these are custom Products.
4. In the event of a failure to deliver in full, and/or if one or more Products are missing, and this is attributable to Wazzup, Wazzup will conduct an investigation upon a request from the Buyer. The receipt confirmation of the Products is decisive in this. Any damage suffered by the Buyer as a result of the (divergent) size of the delivery cannot be claimed from Wazzup.
Article 10 - Prices
1. During the validity period of the Offer, the prices of the offered Products will not be increased, except in the case of changes in VAT rates.
2. The prices stated in the Offer are exclusive of VAT unless expressly stated otherwise.
3. The prices as mentioned in the Offer are based on the cost factors prevailing at the time the Agreement is concluded, such as: import and export duties, freight and unloading costs, insurance, and any levies and taxes.
4. In the case of Products or raw materials subject to price fluctuations on the financial market, over which Wazzup has no influence, Wazzup can offer these Products at variable prices. The Offer will state that the prices are guide prices and may fluctuate.
Article 11 - Payment and Collection Policy
1. Payment is made in installments. Upon signing the Agreement, the Buyer must pay 50 percent of the quote amount within a payment term of 24 hours. The remaining 50 percent of the quote amount, supplemented with delivery costs and (if
applicable) government levies, transport costs, transport insurance costs, and export and import levies, should be paid by the Buyer before the moment of dispatch.
2. The Buyer cannot derive any rights or expectations from a pre-issued budget unless the parties have explicitly agreed otherwise.
3. The Buyer must make the payment at once to the account number and details made known to them by Wazzup. Parties can only agree on a different payment term after explicit and written consent from Wazzup.
4. In case of liquidation, bankruptcy, seizure or suspension of payment of the Buyer, the claims of Wazzup on the Buyer are immediately due and payable.
5. Wazzup has the right to let the payments made by the Buyer first of all be deducted from the costs, then from the accrued interest, and finally from the principal and the current interest. Wazzup can, without being in default, refuse an offer for payment if the Buyer designates a different sequence for the allocation. Wazzup can refuse full repayment of the principal if the accrued and current interest and costs are not also paid.
6. When the Buyer does not meet their payment obligation and has not complied within the payment term of 14 days, the Buyer, being a Company, is in default.
7. From the date that the Buyer is in default, Wazzup will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and reimbursement of extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale from the decision on compensation for extrajudicial
collection costs of July 1, 2012.
8. If Wazzup has incurred more or higher costs that are reasonably necessary, these costs qualify for reimbursement.
The court costs and execution costs incurred are also for the account of the Buyer.
Article 12 - Reservation of Ownership
1. All items delivered by Wazzup remain the property of Wazzup until the Buyer has complied with all subsequent
obligations from all Agreements concluded with Wazzup.
2. The Buyer is not authorized to pledge the items falling under the reservation of ownership or to burden them in any other way if the ownership has not yet fully transferred.
3. If third parties seize the items delivered under reservation of ownership or want to establish or assert rights on them,
the Buyer is obliged to inform Wazzup as soon as reasonably expected.
4. In the event that Wazzup wants to exercise its ownership rights indicated in this article, the Buyer already gives Wazzup or third parties designated by it unconditional and irrevocable consent and authorization to enter all those places where Wazzup’s property is located and to take back those items.
5. Wazzup has the right to keep the Products purchased by the Buyer under its possession if the Buyer has not yet fully
met his payment obligations, despite an obligation to transfer or deliver from Wazzup. After the Buyer has still met his
obligations, Wazzup will endeavor to deliver the purchased Products as soon as possible, but no later than within 20
working days, to the Buyer.
6. Costs and other (consequential) damage resulting from the keeping of the purchased Products are for the account and risk of the Buyer and will be compensated by the Buyer to Wazzup upon first request.
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Article 13 - Warranty
Wazzup ensures that the Products comply with the Agreement, the specifications mentioned in the offer, usability and/or reliability, and the legal rules/regulations at the time the Agreement is concluded. This also applies if the items to be
delivered are intended for use abroad and the Buyer has expressly notified Wazzup in writing of this use at the time of entering into the Agreement.
Article 14 - Product Usage Instructions
1. Buyers of Products must follow the instructions and directions of Wazzup.
2. The Buyer and third parties must refrain from modifying and/or repairing Products themselves.
Article 15 - Suspension and Dissolution
1. Wazzup is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement if the Buyer does not or not fully comply with the (payment) obligations of the Agreement.
2. In addition, Wazzup is authorized to dissolve the Agreement between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer does not timely or properly fulfill the obligations arising from any
Agreement concluded with Wazzup.
3. Furthermore, Wazzup is authorized to (cause to) dissolve the Agreement without prior notice of default if circumstances occur of such a nature that the fulfillment of the Agreement is impossible or can no longer be demanded according to
standards of reasonableness and fairness or if otherwise circumstances occur of such a nature that the unchanged
maintenance of the Agreement cannot reasonably be expected.
4. If the Agreement is dissolved, the claims of Wazzup on the Buyer are immediately due and payable. When Wazzup suspends the fulfillment of the obligations, it retains its claims under the law and the Agreement.
5. Wazzup always reserves the right to claim damages.
Article 16 - Limitation of Liability
1. If the execution of the Agreement by Wazzup leads to liability of Wazzup towards the Buyer or third parties, that liability is limited to the costs charged by Wazzup in connection with the Agreement, unless the damage is due to intent or gross negligence. The liability of Wazzup is in any case limited to the damage amount that the insurance company pays out at most per event per year.
2. Wazzup is not liable for consequential damage, indirect damage, loss of profit and/or suffered loss, missed savings, and damage as a result of the use of the delivered Products is excluded.
3. Wazzup is not liable for and/or bound to repair damage caused by the use of the Product. Wazzup provides strict
maintenance and usage instructions that the Buyer must comply with. All damage to Products resulting from usage is expressly excluded from liability (this includes usage traces, usage damage, drop damage, light and water damage, theft,
loss etc.).
4. Wazzup is not liable for damage that is or may be the result of any action or omission as a result of (incomplete and/or incorrect) information on the website(s) or linked websites.
5. Wazzup does not guarantee a correct and complete transmission of the content of and by/on behalf of Wazzup sent email, nor for its timely receipt.
6. All claims of the Buyer due to shortcomings on the part of Wazzup lapse if these are not reported in writing and
motivated to Wazzup within one year after the Buyer was or could reasonably have been aware of the facts on which it bases its claims. All claims of the Buyer lapse in any case one year after the end of the Agreement.
7. By using the Products, logos may possibly fade. Wazzup is not liable for the consequential damage thereof.
Article 17 - Force Majeure
1. Wazzup is not liable when she cannot fulfill her obligations under the Agreement as a result of a force majeure situation, nor can she be held to fulfill any obligation if she is prevented from doing so as a result of a circumstance that is not due
to her fault and is not for her account under the law, a legal act or generally accepted standards.
2. Force majeure in any case includes, but is not limited to what is understood in law and jurisprudence, (i) force majeure of suppliers of Wazzup, (ii) failure to properly fulfill obligations of suppliers prescribed or recommended by the Buyer to Wazzup, (iii) deficiency of goods, equipment, software or materials from third parties, (iv) government measures, (v) power failure, (vi) disruption of internet, data network and telecommunications facilities (for example due to: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transportation problems, (x) strikes in Wazzup’s company and (xi) other situations that in Wazzup’s opinion fall outside her sphere of influence that temporarily or
permanently prevent the fulfillment of her obligations.
3. Wazzup has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after Wazzup
had to fulfill her obligation.
4. During the period that the force majeure continues, the parties can suspend the obligations from the Agreement.
If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without obligation to compensate the other party for damage.
5. To the extent Wazzup has partially fulfilled her obligations from the Agreement at the time of the occurrence of force
majeure or will be able to do so, and the part already fulfilled or to be fulfilled has independent value, Wazzup is entitled to invoice the already fulfilled or to be fulfilled part separately. The Buyer is obliged to pay this invoice as if it were a
separate Agreement.
Article 18 - Risk Transfer
The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer being
a company at the moment when the goods leave Wazzup’s warehouse.
Article 19 - Intellectual Property Rights
1. All intellectual property rights and copyrights of Wazzup rest exclusively with Wazzup and are not transferred to the Buyer.
2. It is forbidden for the Buyer to disclose and/or reproduce, modify, or make available to third parties all pieces on which the intellectual property rights and copyrights of Wazzup rest without explicit prior written consent from Wazzup. If the Buyer wishes to make changes in the items provided by Wazzup, Wazzup must explicitly agree to the intended changes.
3. The Buyer indemnifies Wazzup for any claims from third parties who suffer damage in connection with the execution of the Agreement and which is attributable to the Buyer.
Article 20 - Privacy, Data Processing, and Security
1. Wazzup handles the (personal) data of the Buyer and visitors to the website(s) carefully. If asked, Wazzup will inform the individual about this.
2. If Wazzup needs to provide security of information based on the Agreement, this security will meet the agreed
specifications and a level of security that, considering the state of technology, the sensitivity of the data, and the associated costs, is not unreasonable.
3. The Buyer will always be the first to launch the Product and make this known. Wazzup will not give publicity to this through her media channels before the launch, this right is reserved by the Buyer. After the Buyer has launched/made the Product known, Wazzup has the right to subsequently identify herself as the producer of the Product, with the aim of being able to tap into new channels. This can be through her own channels, but also through other (media) channels.
Article 21 - Complaints
1. If the Buyer is not satisfied with the Products from Wazzup and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to report these complaints as soon as possible, but no later than within 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via info@wazzupscreens.com with “Complaint”
as the subject.
2. The complaint must be sufficiently substantiated and/or explained by the Buyer for Wazzup to be able to process the complaint.
3. Wazzup will respond to the complaint as soon as possible, but no later than within 14 calendar days after receiving the complaint.
4. Parties will try to come to a solution together.
Article 22 - Applicable Law
1. Dutch law applies to every Agreement between Wazzup and the Buyer. The applicability of the (CISG) Vienna Sales Convention is expressly excluded.
2. In the case of interpretation of the content and scope of these general terms and conditions, the Dutch text is always decisive. Wazzup has the right to unilaterally modify these general terms and conditions.
3. All disputes arising from or in connection with the Agreement between Wazzup and the Buyer will be settled by the competent court of the Northern Netherlands court, location Assen, unless provisions of mandatory law designate another competent court.
Assen, July 6, 2023