1.a These terms and conditions form the basis of the legal agreement under which IdeaMine International BV (KVK 75070359, referred herein as ‘TrueJute’ or ‘supplier’ ) will supply to you goods and services (”products”) which you, the customer, have ordered from the TrueJute and it has agreed to supply to you.
1.b A Contract is made only upon these terms and conditions. No additional or alternative terms and conditions will apply to a supply agreement unless agreed in writing between the TrueJute and you.
1.c TrueJute will be entitled to cancel a supply agreement at any time if you have exceeded or will exceed your authorised credit limit with it, or if any of the agreed trade terms are violated from the buyer
- Offer and Contracts
2.a An Agreement shall only be valid if and insofar as it is confirmed in writing by the TrueJute or, as the case may be, after TrueJute has started with the fulfilment of the Agreement
2.b TrueJute will rely upon your orders being correct in entering into a supply agreement and reserves the right to refuse to take back goods which are ordered incorrectly. Any such goods returned to TrueJute by agreement must be returned within 14 working days of agreement, undamaged, unmarked and unused. You are to pay the TrueJute a handling charge equivalent to 20% of the invoice value
2.c Any pictures, catalogues, drawings and other data, including measurements, weights and amounts, shall be as accurate as possible. This information is binding only insofar as expressly confirmed
2.d TrueJute will take all reasonable steps to try to match colours, clarity and haze specifications, but this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade, density or colour
2.e While every effort will be made to maintain consistent standards, allowance must be made for some variation in shade, as no two items react in identical fashion when dyed or printed
2.f The Supplier shall be and remain the owner of all documents, supplied samples or examples relating to the offers made by the Supplier and/or to the Agreement, which cannot be supplied or made available to third parties for inspection or imitated in any way without the Supplier’s written approval.
2.g In no circumstances will TrueJute be liable for any consequential loss or damage no matter how arising. Liability in any case will be limited to the invoice value of the goods in question.
3.a All prices are in Euro(€), exclusive of VAT and other charges, unless explicitly stated otherwise
3.b. All costs of the proof, sample or examples shall be invoiced separately and shall not be included in the agreed prices unless explicitly agreed otherwise
4.a. TrueJute shall have the obligation to provide a sample or proof only if explicitly agreed at the time of concluding the contract. The delivery of this will be done as stated in the contract
4.b Unless otherwise agreed in writing, all delivery dates are estimated dates. Bags made in Asia are shipped by sea and are subject to shipping norms and circumstances; the delivery date stated in the order form is intended only as a reference. TrueJute does not accept liability for any consequential loss arising from non-delivery or delays in delivery of the goods. TrueJute may deliver the goods to you in advance of any agreed or estimated delivery dates.
4.c If you fail to take delivery of the goods or to give TrueJute sufficient instructions to enable delivery, then we reserve the right to cancel the contract(with handling fee of 25%), plus the delivery back charges
4.d If the wrong or damaged goods are delivered to you then you are to notify TrueJute within 24 hours of delivery giving full details of the damaged or incorrect goods. TrueJute will accept returns of such damaged or incorrect goods notified to it in writing within the relevant time period and will give you the option of a refund or credit note.
4.e Buyers and their agents are responsible for giving the correct details and complete delivery address at the time of order.
4.f TrueJute will not accept returned goods that have been processed, damaged, degraded or decorated in any way.
- Third-party Engagement
TrueJute is authorised to engage the services of 3rd parties for the fulfillment of the order. TrueJute is also authorised to assign any rights &obligations arising from the contract to 3rd parties
- Delayed Shipments
Truejute will make every effort to deliver your product at the agreed date, but these are not guaranteed and do not form part of the contract.TrueJute is not liable for any damages or loss caused by delays.
- Circumstances beyond the TrueJute’s control
TrueJute is not liable for any loss or damage arising out of circumstances beyond its control. These include but are not limited to :- ”Acts of God” – e.g. earthquake, cyclone, storm, flood, fog; “Force Majeure” – e.g. war, plane crash or embargo
- Risk property and insurance
8.a All risk in the goods (including their loss or destruction) will pass to you:-
8.a.1 Immediately upon the date when delivery takes place (or would have taken place but for your act)
8.a.2 Immediately upon the goods leaving our premises (if TrueJute is to deliver them to a third party at your request)
8.b The title to the goods will not pass to you until the TrueJute has received payment in full of all amounts due in respect of the goods and of all amounts due in respect of other goods previously delivered and invoiced to you.
- Warranties and Conditions
9.a. If a part of the delivered goods exhibits deficiencies, this does not entitle to the complaint of the entire delivery, unless the partial delivery for the client is demonstrably without interest.
9.b. Minor color deviations from the original can not be criticized for color reproductions in all printing processes. This also applies to the comparison between proofing and print run.
9.c. Excluded from this regulation are claims for damages and claims for defects that TrueJute fraudulently conceals.
- Exclusion/limitation of the TrueJute’s liability to you
10.a Our liability to you is limited to the invoice value of the goods which fail to comply with the contract with the exception of death or personal injury caused by the TrueJute’s negligence
10.b TrueJute will not be in breach of this contract if it is unable to comply with contractual obligations because of circumstances which is in any way wholly or primarily beyond its control and in any such event TrueJute will be entitled to extend the time for complying with its obligations under a contract by a reasonable time
10.c TrueJute will not be liable to you for loss of profits or of a market or for any type of special indirect or consequential loss.
- Intellectual property rights
All copyrights, trademarks, patents and other industrial or intellectual property rights which may arise as a result of, or be displayed or incorporated in, any written or printed material or any brochure which TrueJute may produce is either the property of TrueJute or that of third parties and is not to be reproduced, used or exploited in any manner whatsoever. You will indemnify TrueJute from and against all costs, claims and liabilities which it may incur as a result of you using, reproducing or exploiting any such intellectual property rights without the consent of the proprietor.
- General matters
12.a This supply agreement shall be governed by the Laws of The Netherlands and shall be subject to the exclusive jurisdiction of the Dutch Courts of Law.
12.b Both parties agree that these terms and conditions strike a reasonable balance between their respective interests. If any of these terms and conditions shall be invalid or unenforceable for any reason then that shall not affect the validity of the remainder of these terms and conditions which will remain in full force.