Article 1 – Definitions
For the purpose of these general terms and conditions the following is understood as:

• • Proposal or Offer: the written offer to the client of Wuunder to supply services.
  • Orders: the order of the client for the services and/or the acceptance of the proposal by the client.   
  • Services: the carriage services supplied by Wuunder and/or other related services via the platform of Wuunder. 

 

• Provision of Services: the connection of demand for and supply of carriage services and/or other related services by means of the platform of Wuunder.

• Forwarder: broker in carriage services.

• User Right / Licence: a non-transferable and non-exclusive right to the use of the platform of Wuunder, exclusively for the benefit of the normal management and the normal business operations of the client and (where applicable) its direct and indirect related undertakings.

 

• • Customer: the legal entity that, through bookings via the platform of Wuunder, is qualified as the client.
  • Recipient: the person who, through bookings via the platform of Wuunder, is qualified as the recipient of a shipment.
  • Client: the other party of Wuunder, i.e. the sender of a shipment and/or the buyer of the other related services of Wuunder. 
  • Agreement: the agreement for the provision of services by and between Wuunder and the client, which is concluded through the online booking or change of a shipment via the platform of Wuunder (my.wearewuunder.com), including the acceptance of the offer for other related services.

 

• Platform: the platform <my.wearewuunder.com> of Wuunder, which includes the following websites: www.wearewuunder.com, www.wuunder.com, www.gowuunder.com, www.getwuunder.com. 

 

• • Portal: the general ‘My Wuunder portal’ is part of the platform of Wuunder to which the client is linked and on which the client must log in with its own user name and password, if the client wants to use the carriage services of Wuunder.
  • Software: any and all software to be made available and/or already made available by Wuunder or on behalf of Wuunder that enables the operation of the platform, including the thereto-pertaining documentation and source code(s).
  • Carrier: the external party that is hired through the platform of Wuunder to provide for the shipment.  
  • Carriage Document: the data carrier (or combination of data carriers) present on the shipment, from which the specifications with regard to the carriage can be deduced, including and not limited to the address of the sender and the recipient, the bar code, and the shipment number.
  • Sender: the person who, through bookings via the platform of Wuunder, is qualified as the sender of a shipment. 

 

• Terms and Conditions: these general terms and conditions and the Dutch language version of the Dutch Forwarding Conditions 2018 of the Netherlands Association for Forwarding and Logistics (FENEX).

 

• Wuunder: Wuunder Nederland B.V., having its registered office in Sint Odiliënberg and having its place of business in (6003 DD) Weert at the Marconilaan 8, for the purpose hereof duly represented by Mr B.G.H. Takkenkamp, and registered in the Trade Register of the Chamber of Commerce under number 65054253.  
• Shipment: the goods that are transferred through this agreement. 

Article 2 – Applicability of the general terms and conditions

1. Wuunder only acts as the Forwarder via the Platform, hence it only brokers in carriage services and/or other related services and it does, consequently, by no means act as the Carrier.
   2. These Terms and Conditions are applicable to any and all proposals, offers, order confirmations, and agreements between Wuunder and the Client.
2. Any and all potential deviating stipulations are only applicable if they were established in writing. 

 

Article 3 – Offer of Wuunder

1. Any and all offers made by Wuunder are subject to contract, based on the data made available by the Client, and are applicable for at most 30 days, unless stipulated otherwise.
   2. If Wuunder calculates all-in respectively fixed rates then the said rates much be qualified as rates inclusive of any and all costs that are in general, in case of a normal settlement of the Shipment, at the expense of Wuunder. The use of all-in or fixed rates does by no means lead to a change in the capacity of Wuunder as the Forwarder.
   3. Unless stipulated otherwise in writing, all-in respectively fixed rates do in any case not include: duties, taxes, and levies, consulate and legalisation costs, costs for the preparation of bank guarantees, and insurance premiums.
2. Unless stipulated otherwise in writing, the prices quoted in proposals, offers, and order confirmations are exclusive of VAT and other official duties, as also exclusive of potential expenses to be incurred in the context of the Agreement.
3. Any and all information supplied by Wuunder is always applicable approximately, unless indicated otherwise in writing.
4. Any and all documents with regard to proposals, offers, and order confirmations are and remain the property of Wuunder and cannot be made available to third parties for insight, or be duplicated or copied in any way whatsoever without prior written consent of Wuunder.  
5. Proposals are not automatically applicable to follow-up orders / contracts. 
6. The Agreement between Wuunder and the Client is concluded as soon as Wuunder confirmed the awarded order in writing via the Platform, or a customer account has been created via the Platform.  

 

Article 4 – Implementation of the Agreement

1. Wuunder shall to the best of its knowledge and ability make an effort to implement the Agreement in an optimal fashion. Delivery and completion periods of Wuunder are indicative. 
2. The Agreement takes effect at the moment that the Client awards a contract for the carriage via the Platform, or for services that are purchased from the customer account via the Platform. 
   3. The Client is required to ensure that the Shipment is available at the stipulated place and time.
   4. The Client is required to ensure that the documents required for the receipt and for the shipment as well as the required instructions are in the possession of Wuunder and/or the Carrier in a timely fashion. Failing the same, Wuunder shall be entitled to suspend the implementation of the Agreement and/or to change the consequently incurred additional costs to the Client.
   5. Wuunder is entitled to examine as to whether the information made available to the same is correct and complete.
   6. The Client shall also provide for a correctly filled in Carriage Document that is presented to the Carrier when the goods are loaded, on which the nature and the scope of the shipment corresponding with the forwarding contract are specified. The said Carriage Document shall be signed by the Client and – after inspection of the load by the Carrier – by the Carrier. The Client shall make a copy of the signed Carriage Document available to both the Carrier and Wuunder.
   7. The Client monitors that the loading of the Shipment takes place by the Carrier in the correct manner. If the Client is of the opinion that this is not the case then it immediately places a corresponding annotation on the Carriage Document. After signature of this document by both the Client and the Carrier, the Client shall make a copy of the document available to the Carrier and to Wuunder.
   8. In case of insufficient loading and/or unloading time – irrespective of the relevant cause – any and all costs deriving from the same shall be at the expense of the Client.
   9. Extraordinary expenses and higher wages, which arise when carriers proceed with loading or unloading during the evening, the night, on Saturdays, Sundays, and national public holidays pursuant to a provision in the relevant carriage documents, are not included in the stipulated prices, unless stipulated otherwise in writing.
   10. Wuunder and the Carrier do not act as an expert. Neither party shall by any means whatsoever be liable for specifications of a condition, nature or quality regarding the Shipment. 
   11. The carriage of the Shipment is completely at the risk and expense of the Client.
   12. Immediately after receipt, the Client shall inspect the Shipment on quality and quantity. In this respect, the Client shall also check whether or not the quality and the quantity of the delivered Shipment complies with the specifications indicated in the Carriage Document. Potential defects observed by the Client must be reported to Wuunder in writing at the latest 5

working days after receipt of the Shipment, with reference to the nature and scope of the complaints and the order number under which the Shipment was delivered.
13. Wuunder is authorised to hire third parties for the implementation of the Agreement and to accept general terms and conditions (with limitation of liability) of the said third party on behalf of the Client.
14. Wuunder is authorised to implement the Agreement in instalments and to invoice the said instalments separately.
15. The Client indemnifies Wuunder against any and all liabilities of third parties who incur damages as a result of the implementation of the Agreement.

Article 5 – Price 

1. Unless stipulated otherwise in writing, the price (contract sum) as specified in the Offer and/or the Agreement:    

– is based on the prices that are applicable at the moment of the conclusion of the Agreement;

– is exclusive of VAT, potential taxes and other official duties, including customs duties and rights. 

2. Changes, including additional costs, in the original contract of any nature whatsoever, by or on behalf of the Client, which result in higher costs than taken into account in the quotation, are additionally charged to the Client. This applies irrespective of the fact as to whether the aforementioned change(s) could have been foreseen by Wuunder at the time of the conclusion of the Agreement. 
3. Changes as intended in the previous paragraph shall not entitle the Client to cancellation. 

 

Article 6 – Payment 

1. The payment must take place immediately when booking by means of the stipulated payment method, i.e. by means of a continuous direct debit or a payment by company credit card. A payment term of seven (7) days after the date of the invoice applies to payments on account, unless stipulated otherwise in writing.
   2. The costs for freights, duties, remunerations, etc. upon arrival respectively upon shipment of the Shipment are fully at the risk and expense of the Client, unless stipulated otherwise in writing.
   3. The Client cannot rely on discount, settlement or suspension. Objections to the invoice shall not suspend the payment obligation.
   4. The Client is at any time, on demand of Wuunder, required to provide security for the payment of everything that is due and payable by the Client. If and as long as the Client refuses or is unable to provide security, Wuunder shall be entitled to suspend the implementation of its obligations on account of the Agreement.  
   5. After the expiry of the payment term, the Client is in default by operation of law. From that moment, the Client shall be liable to pay the statutory commercial interest and extrajudicial collection costs.
   6. Any and all costs that Wuunder must incur for satisfaction of the claim, in and out of court, shall be at the expense of the Client. The extrajudicial collection costs are calculated according to the graduated scale for extrajudicial collection costs, with a minimum of €250.00.
   7. In the following instances, claims of Wuunder in respect of the Client, of any nature whatsoever, are, in any case, always immediately due and payable: in the event that the Client is declared to be insolvent or applied for insolvency, applies for or was granted suspension of payment; in the event of an application for the Client to be placed under guardianship; in the event of sequestration of assets of the Client; or, in the event of a transfer of the business of the Client or a part of it, including the contribution of its business to another business newly to be incorporated or already incorporated.
   8. The Client shall always reimburse Wuunder for the amounts that are claimed or additionally claimed from Wuunder in connection with the contract as a result of incorrectly levied freights and costs.
   9. In case of cancellation of the contract by the Client, Wuunder can charge cancellation costs equal to 10% of the total contract value.

Article 7 – Delivery and delivery periods  

1. The Receiver is required to accept the delivery of the Shipment in the condition in which it is. 
2. In the event that the Shipment is not delivered on the stipulated delivery date, the Client or the Receiver shall not be entitled to compensation, unless the delay can be blamed on an intentional act or gross negligence of the management of Wuunder.    
3. Wuunder is authorised to suspend the implementation of Orders on the basis of force majeure, as described in article 16, without being held to pay any compensation.

Article 8 – Right of pledge, right of retention and security

1. Wuunder is entitled to refuse the release of goods, documents, and funds that Wuunder has or shall have in its possession on any account and for any designated use whatsoever, in respect of anyone.
   2. Wuunder is entitled in respect of anyone who requires release to a right of pledge and a right of retention on any and all goods, documents, and funds that Wuunder has or shall have in its possession, on any account and for any designated use whatsoever, for any and all claims that it has or may have at the expense of the Client and/or the owner, also in respect of claims that are not related to the said goods.
   3. In case of forwarding of the goods, Wuunder shall be entitled to deduct the payable amount or to draw a bill of exchange with thereto-pertaining documents of abandonment.
2. Wuunder can also exercise the rights as intended in this article (right of pledge, right of retention, and right to refuse release) in respect of what the Client is still liable to pay to Wuunder in connection with prior contracts and for everything encumbered on the good on account of cash on delivery. 
3. A sale of any collateral takes place at the expense of the Client in the manner determined by law or, in the event of relevant agreement, privately. 
4. On demand of Wuunder, the Client shall provide security for costs paid or to be paid by Wuunder to third parties or official authorities and other costs that Wuunder incurs or anticipates to incur for the benefit of the Client, including freight, port charges, duties, taxes, levies,and premiums. 
5. Wuunder is not required to, in the absence of documents, issue indemnities or provide securities. If Wuunder issued an indemnity or provided security then the Client is held to indemnify Wuunder against any and all consequences.
   
   Article 9 – Confidentiality    
6. The parties shall mutually make the necessary information available to each other, the latter in as much as required in the context of the Agreement.
   2. In respect of any and all information to be made available to each other by the parties, each party must observe unconditional and irrevocable confidentiality. The said confidentiality shall also be imposed by each party in full on the internal or external advisor(s) hired by the same. 
7. All parties commit to, after signature of this Agreement, both during this Agreement and after termination of the same, comply (continue complying) with any and all obligations of this Agreement.

Article 10 – Personal data and security

1. The parties can process personal data. The parties are individually responsible for compliance with the obligations pursuant to the GDPR, however they shall exclusively use the personal data for the purpose for which they were made available and not retain them longer than strictly necessary for that purpose. 2. The parties shall act in conformity with each other’s privacy policy.
   3. Wuunder shall take appropriate technical and organisational measures in order to safeguard the protection of the personal data that Wuunder has in its possession and uses. The said technical and organisational measures shall also serve to prevent loss or any other form of unlawful processing of the personal data. In this respect, Wuunder shall consider the nature of the processing in relation to the measures to be taken. 
2. For questions or insight into its data, the Client, Sender or Receiver can contact Wuunder via [email protected] or via +31 20 261 57 48.

 

Article 11 – User right of the Portal
1. Wuunder makes the Portal available to the Receiver and the Sender, on the basis of the arrangements stipulated with the Receiver and the Sender, during a term stipulated with the Receiver and the Sender. The said right to use the Portal by the Receiver and its users is a User Right associated with the Receiver and the Sender and a personal User Right for the users, which is non-transferable, not subject to pledging, and non-licensable by the Receiver, Sender and/or its User(s). 

2. Wuunder makes the Portal available to the Receiver and the Sender by making a link available that automatically leads to the protected environment.
   3. The provisions about intellectual property and User Right, as indicated in the following article, are equally applicable to the User Right of the Portal.  

 

Article 12 – Intellectual property and user right 

1. Any and all existing and future intellectual ownership rights (to be developed) and know-how on the Platform, the Portal, the Services, and the Software remain exclusively vested in Wuunder, unless stipulated otherwise in writing.
   2. Any and all documents related to this and made available by Wuunder are exclusively meant to be used by the Client and cannot be reproduced, disclosed, or communicated to third parties by the Client without prior consent, unless the nature of the supplied documents indicates otherwise.
2. Wuunder makes the Platform, the Portal, the Services, and the Software available to the Client on the basis of a user licence. The right to use the Software is inextricably linked to the Platform, including the Services, and is non-exclusive, non-transferable, not subject to pledge, and non-sub-licensable.
   4. Wuunder reserves the right to use the knowledge increased as a result of the performance of the activities for other purposes, to the extent that confidential information is not disclosed to third parties.
3. The availability obligation of Wuunder and the User Right of the Client, Sender or Receiver on the Platform, the Portal, the Services, and the Software exclusively extend to the object code of the Software. The User Right does not extend to the source code. The source code and the technical documentation prepared during the development are not made available to the Client, neither if the Client is willing to pay a financial compensation for it.
   6. Wuunder is entitled to take measures to protect the Platform, the Portal, the Services, and the Software against unlawful use and/or against other use than stipulated by and between the parties. The Client shall never remove (have removed) or circumvent (have circumvented) technical measures that are meant to protect the Platform, the Portal, the Services, and the Software.
   7. The Client can exclusively use the Platform, the Portal, the Services, and the Software for the proposed purpose.  The Client is not allowed to copy, alter, sell, hire out, alienate or grant limited rights or to, in any way whatsoever, for any purpose or subject to any title, make the Platform, the Portal, the Services, and the Software, including thereto-pertaining codes, available to a third party for use. This also applies to reverse engineering, barring to the extent that this is permitted on the basis of the Dutch Copyrights Act. Nor shall the Client provide a third party – whether or not remote – (online) access to the Platform, the Portal, the Services, and the Software.
   8. The Client shall, if so requested, forthwith lend its cooperation in an examination to be conducted by or for the benefit of Wuunder regarding compliance with the stipulated user restrictions. Wuunder shall handle any and all confidential information that it receives in the context of an examination of or at the Client, to the extent that the said information does not regard the use of the Platform, the Portal, the Services, and the Software.
4. The Client guarantees that no infringement is made of the rights of third parties and indemnifies Wuunder against any and all claims of third parties in connection therewith. 

Article 13 – Liability and indemnification 

1. The liability of Wuunder shall in all instances be limited to the direct damages up to at most the amount of the price stipulated for the relevant Agreement.
2. Wuunder excludes each and every liability for indirect damages, including consequential damages, lost profit, lost savings, reduced goodwill, losses due to business interruptions. Equally excluded is the liability of Wuunder in connection with mutilation, destruction or loss of data or documents.

The said limitations expire if and to the extent that the damages are the result of intent or intentional recklessness of the management of Wuunder.   

3. Condition for the occurrence of a right to compensation is always that the Client reports the damages to Wuunder in writing as soon as possible after the occurrence of the same. Each and every claim for compensation against Wuunder expires after the mere expiry of 12 months after the occurrence of the claim, unless the Client filed a legal claim for compensation for the damages prior to the expiry of the said period.
4. The Client shall be liable in respect of Wuunder and/or third parties for damages that derive from incorrect and/or deceptive and/or incomplete descriptions, indications or communications, as also for damages that derive from defects of the Shipment not communicated in advance, also if the said damages occur through no fault of the Client. If the weight is not indicated or incorrectly then the Client shall be liable for any and all damages that derive from the same. 

 

Article 14 – Suspension

1. Without prejudice to the provisions set forth in this Agreement, Wuunder is authorised to suspend compliance with its obligations, if the Client does not comply with the obligations pursuant to the Agreement or not completely or threatens to not comply. Wuunder shall not be liable for damages potentially deriving from this kind of suspension.
2. The authority to suspend expires, if the Client provided, at the discretion of Wuunder, sufficient security to guarantee compliance with its obligations.
3. Suspension of the Agreement shall not release the Client from its payment obligations. 
4. If Wuunder incurs damages and/or incurred additional expenses due to the suspension of this Agreement then this shall be at the expense of the Client.   

 

Article 15 – Complaints and guarantees  

1. The Client can exclusively object in writing with Wuunder within five (5) days after discovery of a defect with reference to the nature and scope of the complaints and the order number under which the Shipment was / is delivered. If the Client fails to do so then Wuunder is deemed to have complied with its obligations. 
   2. If a complaint is well-founded then Wuunder shall yet perform the activities as stipulated, unless this has meanwhile become demonstrably useless for the Client. The latter must be communicated by the Client in writing.
   3. If it is no longer possible or useful to yet perform the stipulated activities then Wuunder shall only be liable within the boundaries of article 13. 
   4. The submission of a complaint shall by no means give the Client cause to suspension of the payment obligation in respect of Wuunder.  

                               

Article 16 – Force majeure 

1. If Wuunder does not comply with its obligations pursuant to the Agreement or not in a timely fashion or not properly as a result of a cause that cannot be attributed to the same, including but not limited to failures in the computer network, cyber attacks, and failures in electronic data communication and/or on the internet, irrespective of the fact as to whether these circumstances occur at Wuunder or at the third parties potentially hired for the Services, then the said obligations are suspended up to the moment that Wuunder is yet able to comply with the same in the stipulated manner without any liability. 
2. The party who wants to rely on the authority as intended in this article must forthwith inform the other party in writing of the force majeure. After the said notification the parties shall jointly limit the consequences of the force majeure. In the event that the force majeure has continued for more than three (3) months, each party shall be authorised to rescind the Agreement either in whole or in part, without the parties being liable to pay compensation. 
3. If Wuunder, upon the occurrence of a situation of force majeure, has already partly complied with an obligation pursuant to an Agreement then Wuunder shall be entitled to invoice the already delivered performance individually and the Client shall be held to pay the relevant invoice as if it were a separate transaction.

Article 17 – Termination
1. Unless stipulated otherwise, agreements for a fixed term are automatically renewed after expiry of the initial term (each time of a year) for the same term, unless one of the parties terminates in writing at the latest two (2) months prior to the expiry of the term of the Agreement.
2. If the Agreement is terminated by the Client without taking the notice period as intended in paragraph 1 into account then Wuunder shall be entitled to compensation on account of the consequently incurred losses, unless the termination is based on facts and circumstances that can be allocated to Wuunder.
3. If the Agreement is terminated early by Wuunder then Wuunder shall in consultation with the Client provide for a transfer of the activities yet to be performed to third parties, unless the termination is based on facts and circumstances that can be allocated to Wuunder.
4. If the transfer of the activities brings about additional costs for Wuunder then they are charged to the Client.

Article 18 – Rescission
1. Each of the parties can, in addition to the statutory provisions regarding rescission, rescind the Agreement, without notice of default or judicial intervention and without being liable to pay damages to the other party, with immediate effect, either in whole or in part, if the other party is granted – whether or not provisional – suspension of payment, if a bankruptcy petition is filed in respect of the other party, if the business of the other party is liquidated or terminated, other than for the benefit of reconstructions or merger of undertakings. Wuunder can also terminate the Agreement with immediate effect, without a notice of default, either in whole or in part, if the decisive control over the business of the Client changes, either directly or indirectly. However, Wuunder is, as the occasion arises, never held to refund already received funds or to pay compensation on account of the termination as intended in this paragraph. If the Client was irrevocably declared to be bankrupt then the right of the Client to use the available software, websites, and the like as well as the right of the Client to access and/or use the Services of Wuunder shall come to an end, without a termination formality being required on the part of Wuunder.

Article 19 – Applicable law and competent court
1. Dutch law is exclusively applicable to the legal relationship between Wuunder and the Client. Applicability of the Vienna Sales Convention is expressly excluded. 

2. Any and all disputes regarding this Agreement and agreements related to the same shall be settled by the District Court for the Middle Netherlands, the latter barring to the extent that mandatory rules of jurisdiction oppose this choice.

 

Article 20 – Tax authorisation and customs handling
1. The Customer authorises and engages Wuunder to submit a direct representation authorisation regarding potentially required customs declarations and the like to the customs forwarder / authorised tax representative hired by Wuunder for this purpose. 

2. The Customer shall pay any and all costs passed on to the same by Wuunder and any and all duties, including potential additional assessments and/or fines, (whether or not officially imposed) deriving from or related to customs declarations and the like filed for the Customer, without any withholding or settlement within the term specified by Wuunder. Wuunder is also entitled to charge an immediately payable advance to the Customer regarding costs and duties expected by the same.  

 

Article 21 – Prescription

Any and all claims and other authorities, on any account whatsoever, that the Client has in respect of Wuunder must have been received by Wuunder in writing within 12 months after the moment that the Client came or could reasonably have become familiar with the same, failing which they shall expire.
 

Article 22 – Other provisions

1. Wuunder reserves the right to transfer the rights that derive from this Agreement to a company related to the same. As the occasion arises, the Client hereby already agrees with the same. 
2. If a provision of these Terms and Conditions and/or potential schedules contains one or more components that appear to be null and void or that are declared to be unenforceable then the parties hereby commit to, as the occasion arises, agree in joint consultation on a scheme that best does justice to and is best in line with the intentions of the parties upon the conclusion of the Agreement. 
3. These Terms and Conditions were drawn up in various languages. In case of differences in interpretation about the content and/or scope the Dutch text of the Terms and Conditions and its interpretation under Dutch law shall always be decisive.