Wuunder Nederland B.V.
All of our activities are subject to our general terms and conditions as filed with the Chamber of Commerce under number 65054253. These conditions are available for examination at our office, can be reviewed at Wuunder Terms and conditions (PDF), and will be sent free of charge upon request. In addition to being subject to the aforementioned general terms and conditions, except for the arbitration clause, all of our forwarding services are subject to the most recent version of the Dutch Forwarding Conditions (2004) of the Netherlands Association for Forwarding and Logistics, which have been filed with, inter alia, the Rotterdam District Court. These conditions are available for examination at our office, can be reviewed at GENERAL CONDITIONS OF THE FENEX, and will be sent free of charge upon request. We will have the exclusive option of choosing which conditions apply in the event of any dispute on that issue.
Article 1: Definitions:
Unless provided otherwise, the following terms shall have the meanings assigned to them below:
- Wuunder: Wuunder Nederland B.V., having its registered office at Pastoor Siebenstraat 11 in (6077 AJ) Sint Odiliënberg, the Netherlands. Wuunder is the user of these general terms and conditions.
- Principal: Wuunder’s counterparty, that being the sender or recipient of a shipment.
- Agreement: The professional services agreement, which is entered into by means of an online booking of a shipment via Wuunder’s app or website, or a change to such booking.
- Sender: the Principal; Wuunder’s counterparty.
- Carrier: The party the Principal engages through Wuunder to handle the transport.
- Recipient: The party who, according to the booking on the website, is considered to be the recipient and/or the Principal/counterparty in the case of changes in the services and/or Carrier.
- Shipment: The transport unit (such as a document, package, pallet and/or mixed cargo destined for the Recipient and bearing a transport document for that purpose) that is registered and handed over for transport.
- Transport Document: The data carrier (or combination of data carriers) present on the Shipment that can be accessed for the specifications regarding the transport, such as the address of the Sender and Recipient, the bar code, and the shipment number.
- Website: www.wearewuunder.com or www.wuunder.co or www.gowuunder.com or www.getwuunder.com.
- App: The Wuunder app, available for all existing platforms, such as iOS, Android, etc.
Article 2: General:
- Wuunder acts exclusively as a forwarding agent and offers its services via app technology and internet protocols. Wuunder never acts as a Carrier.
- We shall have the exclusive option of choosing which conditions apply in the event of any disputes about the capacity in which we act.
- Unless the parties expressly deviate from these conditions in writing, these general terms and conditions apply to every offer, quotation, and Agreement between Wuunder and a Principal that Wuunder has declared as being subject to these conditions.
- The general terms and conditions also apply to all Agreements with Wuunder whose performance involves the engagement of third parties.
- Deviations from these general terms and conditions shall only be valid if they are expressly agreed in writing.
- Any purchasing or other terms and conditions asserted by the Principal are hereby expressly rejected. The invalidity or nullification of any provision of these general terms and conditions shall not affect any other part of these general terms and conditions. After such nullification and/or invalidity, Wuunder and the Principal shall enter into negotiations for the purpose of agreeing replacement provisions. The objective and scope of the original provisions must be used as a premise for formulating and adopting new provisions.
Article 3: Offers, prices, and quotations:
- Unless expressly stated otherwise, all offers made by Wuunder shall be free of obligation and based on the data provided by the Principal.
- All prices offered and agreed are based on the rates, salaries, costs imposed by social security measures and/or statutes, and freight and exchange rates that apply at the time of the offer or entry into the Agreement.
- If one or more of the factors referred to in paragraph 2 change, the agreed prices shall be adjusted accordingly with retroactive effect to the date of the change. Wuunder must be able to substantiate these changes.
- If Wuunder charges all-in or fixed rates, these rates must be considered as including all costs that Wuunder normally incurs in the normal performance of an engagement. The use of all-in or fixed rates shall in no case lead to a change in Wuunder’s capacity as a forwarding agent.
- Unless stipulated otherwise, the following are in any case not included in any all-in or fixed rates: duties, taxes and levies, consulate and legalisation costs, costs for preparing bank guarantees, and insurance premiums.
- An extra fee may be established in accordance with the principle of fairness for exceptional, unusual, particularly time-consuming, or particularly demanding activities.
- Unless stated otherwise, the prices stated in offers and quotations are exclusive of Dutch VAT and other government levies, and are also exclusive of the costs otherwise incurred in the context of the Agreement.
- If the acceptance deviates (even on minor points) from the offer set out in the quotation, Wuunder shall not be bound by that acceptance. In that event, the Agreement shall not be concluded in accordance with that deviating acceptance, unless Wuunder indicates otherwise.
- If the Recipient/Principal unilaterally amends the agreement, such shall in no way relieve the Sender/Principal of its obligations.
- The Recipient/Principal shall be obliged to bear/pay/remit the extra costs of the amended Agreement, unless the Sender specifically states in the app or on the website that it will bear said costs.
- If the Recipient/Principal amends the agreement such that the price will be lower than the price agreed with the Sender/Principal, Wuunder will, after deducting administrative costs, convert the differences between said prices into Wuunder credits for the Sender/Principal and Recipient/Principal.
Article 4: Performance of the Agreement:
- The Agreement enters into effect when the Principal places an order for transport via Wuunder’s app or website. By doing so, the Principal confirms the Agreement and accepts Wuunder’s general terms and conditions.
- The Principal is obliged to ensure that the shipment(s) is/are available at the agreed place and time.
- The Principal is obliged to ensure that Wuunder and/or the selected contractor/Carrier has the documents required for both the sending and receipt of the Shipment. If the data necessary for the performance of the agreement is not issued to Wuunder in good time, Wuunder shall be entitled to suspend the performance of the Agreement and/or to charge the Principal for the extra costs arising from the delay, in accordance with the usual rates.
- Wuunder shall be entitled, but not obliged, to investigate whether the statements with which it is provided are correct and complete.
- The Principal shall also ensure that the transport documents are filled in correctly and provided to the Carrier when the goods are loaded; these documents must specify the nature and size of the load, which must be consistent with the terms of the forwarding engagement. This transport document shall be signed by both the Principal and – after the Carrier checks the load – by the Carrier. The Principal shall provide the Carrier and Wuunder with a copy of the signed transport document.
- The Principal shall ensure that the Carrier properly stows the load. If the Principal believes that the load has not been stowed properly, it must make a note to that effect on the transport document. After this document is signed by both the Principal and the Carrier, the Principal will provide a copy of the document to the Carrier and to Wuunder.
- If there is insufficient loading and/or unloading time, all resulting costs shall be borne by the Principal, even if Wuunder has accepted the transport document and/or the charter party causing such additional costs without objection.
- Unless agreed otherwise, the agreed prices do not include unusual expenses or higher salary costs incurred when transport companies proceed, pursuant to any provision of the relevant transport documents, to load or unload during the evening, night, Saturdays, Sundays, or public holidays. The Principal must reimburse Wuunder for any such costs.
- All manipulations, such as performing checks, taking samples, taring, counting, weighing, measuring, etc., and taking delivery of goods subject to appraisal by a court-appointed expert shall take place exclusively at the express request of the Principal or selected Carrier and subject to the Principal’s reimbursement of the ensuing costs.
- Wuunder and/or the selected Carrier shall be entitled, but not obliged, to take all measures, at their own initiative and at the Principal’s risk and expense, which they consider to be in the best interests of the Principal.
- Wuunder and the selected Carrier shall not act as experts. Neither shall be liable for statements regarding the condition, nature, or quality of the goods, and Wuunder and the selected Carrier also accept no liability whatsoever for consistency between samples and the consignment.
Article 5: Liability:
- All acts and services shall be performed at the Principal’s risk and expense.
- Wuunder’s liability to the Principal for any harm or loss ensuing from or related to the performance of the engagement shall be limited to the amount paid out under any liability insurance policy. Should Wuunder be liable for any harm or loss that is not covered by such liability insurance, then Wuunder’s liability shall be limited to the invoice value. The Principal shall have to prove this invoice value. In the absence of an invoice value, the value shall be set at the market value of the goods at the time the harm or loss occurred.
- Wuunder shall never be liable for any indirect harm or loss, including lost profit, consequential harm or loss, missed savings, or any intangible harm or loss.
- If, during the performance of the engagement, harm or loss is incurred for which Wuunder is not liable, Wuunder shall make efforts on the Principal’s behalf to attempt to recoup the harm or loss from the party liable for same. Wuunder shall be entitled to charge the Principal for any costs it incurs in this respect. If so requested, Wuunder shall assign to the Principal any claims Wuunder has regarding the performance of the engagement and any third parties engaged for that performance.
- The Principal shall be liable to Wuunder for any harm or loss the Carrier incurs as a result of the goods, their nature, or their packaging, the incorrectness, inaccuracy, or incompleteness of instructions and data, the failure to make documents and/or instructions available, or the failure to make them available in good time, and the culpability or negligence in general of the Principal and its subordinates, as well as that of any third parties the Principal engages and/or employs.
- The Principal shall indemnify Wuunder against all third-party claims, including those of subordinates of both Wuunder and the Principal, that relate to the harm or loss referred to in the previous paragraph.
- Wuunder, which is not itself a Carrier, shall never be held liable as a Carrier, even in cases involving all-in or fixed fees, but shall only be liable as provided by these general terms and conditions.
- Wuunder shall not be liable for any harm or loss, of whatever nature, that it causes because it relied on incorrect and/or incomplete data provided by or on behalf of the Principal.
- The limitations of liability set out in this section shall not apply if the harm or loss is attributable to an intentional act or omission or gross negligence on the part of Wuunder or its subordinates.
Article 6: Force majeure:
- Wuunder shall not be obliged to perform any obligation to Purchaser if Wuunder is prevented from doing so due to a circumstance for which Wuunder is not culpable and which cannot be attributed to Wuunder by law, a juristic act, or generally prevailing opinion. In these general terms and conditions, “force majeure” shall not only have its meaning as referred to in statutory and case law but shall also include all external causes, foreseen or unforeseen, which Wuunder cannot influence but which render Wuunder unable to comply with its obligations. This includes strikes within Wuunder’s or a third party’s business. Wuunder shall also be entitled to invoke force majeure if the circumstance that prevents performance (or further performance) of the Agreement arises after Wuunder should have performed its obligation.
- Wuunder shall be entitled to suspend its obligations pursuant to the Agreement while the situation of force majeure lasts.
- If this period lasts more than two months, either party shall be entitled to dissolve the Agreement without being obliged to pay the other party any damages.
- The Principal shall bear all of the extra costs caused by the situation of force majeure, such as extra transport and storage costs, the rental of a warehouse or site, demurrage and stallage, insurance, unpacking, etc.
- If the Sender and Recipient are both Principals, Wuunder shall be entitled, at its discretion and with due observance of the principles of reasonableness and fairness, to divide such costs between the Principals, or the Sender and Recipient.
- In so far as Wuunder has partly performed or will be able to partly perform its obligations arising from the Agreement at the time when the situation of force majeure occurs, and that part performed or to be performed is of independent value, Wuunder shall be entitled to invoice the part performed or to be performed separately. The Principal shall will be obliged to settle this invoice as if it were a separate Agreement.
Article 7: Complaints:
- Complaints about work performed must be reported in writing by the Principal to Wuunder within four days of discovery, but no later than six days following completion of the work in question. The notice of default must specify the failure to the extent possible, so that Wuunder is able to respond adequately. Failure to submit a complaint on time shall, pursuant to Section 7:900 Dutch Civil Code, result in the lapse of any right to complain thereafter about the work performed.
- If a complaint is well-founded, Wuunder shall still perform the work agreed, unless such has since become demonstrably pointless for the Principal. In the latter case, the Principal must notify Wuunder of that fact in writing.
- If still performing the agreed work would no longer be possible or useful, Wuunder shall only be liable within the limits of Article 5.
- Wuunder shall not be bound by the Principal’s mere statement of a delivery time.
- Unless agreed otherwise in writing, Wuunder does not guarantee arrival times.
- If the selected contractors / Carriers refuse to sign off on the quantity, weight, etc., Wuunder shall not be responsible for the resulting consequences.
Article 8: Compulsory law:
- If goods are delivered late to their destination in the condition in which they were offered for transport, Wuunder shall be obliged, to the extent it has not itself performed the transport agreement it was to have concluded with another party, to notify the Principal immediately regarding which transport agreements it entered into in order to perform its obligation. Wuunder shall also be obliged to provide the Principal with all of the documents which it has, or which it can reasonably obtain, to the extent these could assist in the recovery of the resultant harm or loss.
- From the moment the Principal notifies Wuunder that the Principal wishes to pursue a claim against the party with which Wuunder has transacted this business, the claims, rights, and powers that would have accrued to the Principal had it entered into the Agreement as a Sender itself shall accrue to the Principal. The Principal may act in this matter at law, in which respect it will submit a statement to be prepared by Wuunder – or its bankruptcy trustee in the case of bankruptcy – that Wuunder and the Principal entered into an Agreement regarding the transport of the goods.
- Should Wuunder fail to perform an obligation as referred to in the second paragraph, it shall, in addition to being liable to pay damages for the harm or loss incurred by the Principal as a result of that failure, be liable to pay damages in the amount of the damages the Principal could have recovered from it if it had performed the Agreement itself, less the damages that the Principal may have obtained from the Carrier.
Article 9: Payment:
- Payment must be made immediately upon booking using the agreed payment method, specifically, either by a continuous direct debit mandate or via a corporate or other credit card or through the Dutch payment system iDeal, within 14 days of the invoice date, in the manner specified by Wuunder, and in the currency in which the invoice is denominated. Objections to invoices (or their amounts) shall not suspend the obligation to pay such invoices.
- Unless otherwise agreed in writing, the Principal shall be obliged to Wuunder to pay, immediately and in cash, the freight charges, duties, fees, etc., upon the arrival or sending of the goods to be sent. The Principal shall bear any exchange rate risks.
- The failure to submit a complaint regarding the invoice, or the payment of the invoice within 14 days of the invoice date, shall constitute a settlement pursuant to Section 7:900 Dutch Civil Code, and any right to dispute the invoice and/or the name on the invoice, regardless of the origin of such right, shall lapse and the invoice shall be considered to have been accepted.
- If the Principal fails to pay within the term of 14 days or in accordance with another agreed method and term for payment, the Principal shall be in default by operation of law. The Principal will then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate will apply. The interest on the amount due and payable shall be calculated from the time that the Principal defaults up to the time of settlement in full.
- If the Principal fails to meet its payment obligations in good time, it shall be deemed, pursuant to Section 7:900 Dutch Civil Code, to have agreed to pay all of the judicial and extrajudicial costs Wuunder incurs in collecting the amount it is owed. In that case, the extrajudicial costs shall be deemed, pursuant to Section 7:900 Dutch Civil Code, to have been set at 15% of the amount to be collected.
- Wuunder shall be entitled to settle the Principal’s delinquent payments against the Principal’s available Wuunder credits.
- In the event of the Principal’s liquidation, bankruptcy, attachment, or suspension of payment, Wuunder’s claims shall become immediately due and payable and shall be settled immediately against the Principal’s Wuunder credits, if any.
- Wuunder shall be entitled to apply payments made by Principal in the following order: first, to offset costs; second, to reduce any interest payable to it; and last, to reduce the principal sum and accrued interest.
- Wuunder may, without being in default as a result, refuse an offer to pay if the client designates another order for the payment allocation.
- Wuunder may likewise refuse complete discharge of the principal sum, if such does not include the settlement of any interest due and accrued interest, as well as the costs.
- The Principal shall at all times be obliged, in the context of this engagement, to reimburse Wuunder for the amounts claimed, including in additional claims, by any government, as well as the related fines.
- The Principal shall at all times reimburse Wuunder for the amounts it pays in connection with claims, including additional claims, lodged against it in connection with incorrect freight charges or costs.
- Wuunder shall be entitled to charge a cancellation fee of EUR 5.00 for each engagement cancelled by the Principal.
Article 10: Right of pledge and possessory lien:
- Wuunder shall have a right of pledge and a possessory lien that it can enforce against all parties in respect of all goods, documents, and funds that Wuunder has or receives, regardless of the reason for or destination of same, in respect of all claims Wuunder has or acquires against the Principal and/or owner. Upon forwarding the goods, Wuunder shall subsequently be entitled to claim the amount owed or draw a bill of exchange based on the shipping documents.
- Wuunder shall also be entitled to exercise the rights conferred upon it in paragraph 1 in respect of anything the Principal still owes it in connection with previous engagements. Wuunder shall also be entitled to exercise the rights conferred upon it in paragraph 1 in respect of any amount to be collected upon delivery.
- Upon the failure to pay a claim, the pledged goods shall be sold in the manner prescribed by law or – if there is an agreement in place to that effect – privately.
Article 11: Termination:
- Unless agreed otherwise or unless one of the parties terminates the Agreement in writing at least 2 (two) months prior to its expiry, fixed-term Agreements shall, upon the expiry of the original term (always a period of one year), be automatically extended by a term of the same length. Agreements with no fixed term can be cancelled by any party at any time, with due observance of a term of notice of 2 (two) months.
- If the Principal terminates the Agreement without observing the term of notice referred to in paragraph 1, Wuunder shall be entitled to compensation for any plausible loss resulting from lower capacity utilisation, unless the termination is based on facts and circumstances that are attributable to Wuunder. In addition, the Principal will then be obliged to settle invoices for the work performed until that time.
- If Wuunder terminates the Agreement prematurely, it shall, in consultation with the Principal, ensure that the work still to be performed is transferred to third parties, unless the termination is based on facts and circumstances that are attributable to Wuunder.
- If the transfer of the work results in extra costs for Wuunder, such costs shall be charged to the Principal.
Article 12: Suspension and dissolution:
- Wuunder shall be entitled to suspend performance of its obligations or to dissolve the Agreement if:
- the Principal fails to fulfil the obligations arising from the Agreement, or fails to fulfil them in full;
- following the conclusion of the Agreement, Wuunder learns of circumstances that provide reasonable grounds for fearing that the Principal will not perform its obligations. If there is good reason to fear that the Principal will perform its obligations only in part, or will not perform them properly, suspension will be permitted only in so far as justified by the relevant failure;
- upon the agreement’s conclusion, the Principal was requested to provide security for the performance of its obligations arising from said Agreement and such security was not provided or was insufficient.
- In addition, Wuunder shall be entitled to dissolve the Agreement or have it dissolved if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required pursuant to the standards of reasonableness and fairness, or if any other circumstances arise of such a nature that continued, unaltered enforcement of the Agreement can no longer reasonably be expected.
- If the Agreement is dissolved, Wuunder’s claims against the Principal will become immediately due and payable. If Wuunder suspends performance of its obligations, it will retain its rights and claims pursuant to the law and the Agreement.
- Wuunder shall at all times retain the right to claim damages.
Article 13: Confidentiality:
- Each party shall be obliged to observe confidentiality regarding all confidential information that it receives from the other party or from some other source in the context of the Agreement. Information will be deemed to be confidential if it has been specified as such by the other party or if such arises from the nature of the information.
- If Wuunder is obliged pursuant to a statutory provision or a court order to provide third parties designated by law or by the competent court with confidential information and Wuunder is unable to invoke a right to decline to give information acknowledged or allowed by law or by the competent court, Wuunder shall not be obliged to compensate the other party or pay it damages and the other party shall not be entitled to dissolve the Agreement on the basis of any harm or loss that may have been incurred as a consequence.
Article 14: Security and personal data:
- Wuunder shall be obliged to make its best efforts to ensure that the service is properly secure. Wuunder shall not, however, be liable for any harm or loss incurred by Principals or third parties as a result of insufficient security.
- The data provided by the Principal will be included in Wuunder’s customer records. This data will only be used for administrative purposes and the information to be sent to the Principal regarding Wuunder’s products and activities. Unless expressly agreed otherwise, the data will not be used for any other purpose and will not be disclosed to third parties without notifying the Principal in advance, or, to the extent required by personal data protection laws, without obtaining the Principal’s consent in advance.
Article 15: Intellectual property and copyrights:
- Without prejudice to the provisions in these general terms and conditions, Wuunder reserves the rights and powers vested in it pursuant to the Dutch Copyright Act.
- All documents and items issued by Wuunder, such as reports, advice, agreements, designs, sketches, drawings, software, etc. are intended for use only by the Principal, and the Principal may not duplicate, make public or inform third parties of same without Wuunder’s prior consent, unless the nature of the documents issued dictates otherwise.
- Wuunder shall retain the right to use any knowledge acquired pursuant to the performance of the work for other purposes, to the extent that this does not involve disclosing any confidential information to third parties.
Article 16: Final provision:
All of our work is subject to the laws of the Netherlands. Disputes may only be submitted for adjudication to the competent section of the Limburg District Court. These general terms and conditions have been prepared in various languages. In the event of any dispute regarding the substance and/or interpretation of same, the Dutch text and its interpretation under Dutch law shall prevail at all times.
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