Article 1 - Definitions

In these general terms and conditions the following definitions apply:

• Offer or Offer: the written offer to Wuunder's client to provide services.
• Orders: the order of the client for the services and / or acceptance of the offer by the client.
• Services: the transport services and/or other related services provided by Wuunder via the Wuunder platform.
• Services: connecting the demand for and the supply of transport services and/or other related services by means of the Wuunder platform.
• Forwarder: intermediary in transport services.
• Right of Use / License: a non-transferable and non-exclusive right to use the Wuunder platform, exclusively for the normal course of business and the normal business operations of the client and (where applicable) its direct and indirect affiliated companies.
• Customer: the legal entity that is regarded as the client through bookings via the Wuunder platform.
• Recipient: the person who is designated as the recipient of a shipment through bookings via the Wuunder platform.
• Client: the other party of Wuunder, being the sender of a shipment and/or the customer of Wuunder's other affiliated services.
• Agreement: the agreement for services between Wuunder and the client, which is entered into by booking or changing a shipment online via the Wuunder platform (my.wearewuunder.com), including the acceptance of the quotation for other affiliated services.
• Platform: Wuunder's platform, which includes the following websites: wearewuunder.com, www.wunder.com, www.gowunder.com, www.getwuunder.com.
• Portl: the general 'My Wuunder portal' is part of the Wuunder platform to which the client is redirected and must log in with her own username and password when she wants to use Wuunder's transport services.
• Software: all software to be made available and/or already made available by Wuunder or on behalf of Wuunder that enable the functioning of the platform, including the related documentation and source code(s).
• Carrier: the external party that is engaged via the Wuunder platform to take care of the shipment.
• Transport document: the data carrier (or combination of data carriers) present on the shipment, from which the specifications relating to the transport can be derived, including but not limited to the address of the sender and recipient, the barcode and the shipment number.
• Shipper: the person who is designated as the sender of a shipment through bookings via the Wuunder platform.
• Terms & conditions: these general terms and conditions and the Dutch version of the Dutch Forwarding Conditions 2018 of the FENEX.
• Wuunder: Wuunder Nederland BV, with its registered office in Sint Odiliënberg and with offices in (6003 DD) Weert, at Marconilaan 8, duly represented in this matter by Mr BGH Takkenkamp and registered in the Trade Register of the Chamber of Commerce under number 65054253.
• Shipment: the items transferred under this agreement.

Article 2 - Applicability of general terms and conditions

1. Wuunder only acts as a Freight Forwarder via the Platform, thereby only mediating in transport services and/or other related services and thus in no event acts as a Carrier.
   2. These Terms and Conditions apply to all offers, quotations, order confirmations and agreements between Wuunder and the Client.
2. Any deviating clauses only apply if they have been laid down in writing.

 Article 3 - Wuunder's offer

1. All offers made by Wuunder are without obligation, based on the information provided by the Client and are valid for a maximum of 30 days, unless otherwise agreed in writing.
   2. If all-in or fixed rates are charged by Wuunder, these rates must be regarded as rates including all costs that are generally borne by Wuunder during normal processing of the Shipment. Under no circumstances will the use of all-in or fixed rates lead to a change in Wuunder's actions as Freight Forwarder.
   3. Unless otherwise agreed in writing, all-in or fixed rates, in any case, do not include: duties, taxes and levies, consulate and legalization costs, costs for drawing up bank guarantees and insurance premiums.
2. Unless otherwise agreed in writing, the prices in offers, quotations and order confirmations are exclusive of VAT and other government levies, as well as exclusive of any costs to be incurred in the context of the Agreement.
3. All information provided by Wuunder is always approximate, unless stated otherwise in writing.
4. All documents relating to offers, quotations and order confirmations are and remain the property of Wuunder and may not be given to third parties for inspection, reproduced or copied in any way whatsoever without Wuunder's prior written permission.
5. Offers do not automatically apply to follow-up orders / contracts.
6. The Agreement between Wuunder and the Client is concluded as soon as Wuunder has confirmed the order placed in writing via the Platform, or a customer account has been created via the Platform.

 Article 4 - Execution of the Agreement

1. Wuunder will make every effort to execute the Agreement optimally to the best of its knowledge and ability. Delivery and execution times of Wuunder are indicative.
2. The Agreement takes effect the moment the Client has placed an order for transport via the Platform, or services that are purchased from the customer account via the Platform.
3. The Client is obliged to ensure that the Shipment is available at the agreed place and time.
4. The Client is obliged to ensure that both the documents required for receipt and for shipment, as well as the necessary instructions, are in the possession of Wuunder and / or the Carrier in good time. Failing this, Wuunder has the right to suspend the performance of the Agreement and / or to charge the additional costs resulting from this to the Client.
5. Wuunder is entitled to investigate whether the statements made to it are correct and complete.
6. The Client will also provide a correctly completed Transport Document that is presented to the Carrier when the goods are loaded, specifying the nature and size of the shipment corresponding to the forwarding order. This Transport Document will be signed by both the Principal and - after the cargo has been checked by the Carrier - by the Carrier. The Client will provide both the Transporter and Wuunder with a copy of the signed Transport Document.
7. The Client will ensure that the Shipment is properly loaded by the Carrier. If the Client is of the opinion that this is not the case, it will immediately make a note in this regard on the Transport Document. After signing this document by both the Client and the Carrier, the Client will provide a copy of the document to the Carrier and to Wuunder.
8. In the event of insufficient loading and / or unloading time - regardless of the cause - all resulting costs will be borne by the Client.
9. Extraordinary expenses and higher wages, which arise when transport companies proceed to load or unload during the evening, at night, on Saturdays, Sundays and public holidays, pursuant to any provision in the relevant transport documents, are not included in the agreed prices, unless otherwise agreed in writing.
10. Wuunder and the Carrier do not act as experts. No liability whatsoever arises for either party from statements of the condition, nature or quality of the Shipment.
11. The transport of the Shipment is entirely at the expense and risk of the Client.
12. The Client will inspect the Shipment for quality and quantity immediately upon receipt. The Client will also check whether or not the quality and quantity of the Shipment delivered meets the specifications stated in the Transport Document. Any defects found by the Client must be reported to Wuunder in writing no later than 5 working days after receipt of the Shipment, stating the nature and scope of the complaints and the order number under which the Shipment was delivered.
13. Wuunder is authorized to engage third parties in the performance of the Agreement and to accept general terms and conditions (with limitation of liability) of that third party on behalf of the Client.
14. Wuunder is permitted to execute the Agreement in parts and to invoice these parts separately.
15. The Client indemnifies Wuunder against all claims from third parties that suffer damage as a result of the performance of the Agreement.

Article 5 - Price

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

                         – based on the prices that apply at the time of entering into the Agreement;

                         – exclusive of VAT, any taxes and other government levies, including included 
                            customs duties and taxes.

2. Changes, including additional costs in the original assignment of any nature whatsoever, by or on behalf of the Client, which cause higher costs than those calculated in the quotation, will be charged extra to the Client. This applies regardless of whether or not the aforementioned change (s) could have been foreseen by Wuunder at the time of entering into the Agreement.
3. Changes as referred to in the previous paragraph do not entitle the Client to cancellation.

Article 6 - Payment

1. Payment must be made immediately for bookings by means of the agreed method of payment, namely by means of a continuous automatic authorization or payment by company credit card. For payments on account, a payment term of seven (7) days after the invoice date applies, unless otherwise agreed in writing.
2. The costs for freight, duties, rewards, etc. on arrival of the Shipment to be received or when the Shipment is dispatched are fully at the expense and risk of the Client, unless otherwise agreed in writing.
3. The Client cannot invoke a discount, settlement or suspension. Objections to the invoice do not suspend the payment obligation.
4. The Client is at all times obliged to provide security for the payment of all that is owed by it at Wuunder's first request. If and as long as the Client refuses or is unable to provide security in this, Wuunder has the right to suspend the performance of its obligations under the Agreement.
5. After the expiry of the payment term, the Client is in default by operation of law. From that moment on, the Client owes the statutory commercial interest and extrajudicial collection costs.
6. All costs that Wuunder must incur to settle the claim in and out of court are for the account of the Client. The extrajudicial collection costs are calculated according to the Scale of extrajudicial collection costs, with a minimum of €250.
7. Wuunder's claims against the Client, of whatever nature, are in any case immediately due and payable in the following cases: in case of late payment by the Client; in the event that the Client is declared bankrupt or has filed for bankruptcy, applies for or has been granted a suspension of payments; in the event of a request for placement under the guardianship of the Client; in the event of seizure of the Client's property; or, in the event of transfer of the Client's business or part thereof, including the contribution of his business to another new or existing business to be established.
8. The Client will at all times reimburse Wuunder for the amounts that are claimed or reclaimed from Wuunder in connection with the assignment as a result of incorrectly charged freight and costs.
9. In the event of cancellation of the order by the Client, Wuunder may charge cancellation costs amounting to 10% of the total contract value.

Article 7 - Delivery and delivery times 

1. The Recipient is obliged 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 agreed delivery date, the Client or Recipient is not entitled to compensation, unless the delay is due to an intentional act or gross negligence on the part of Wuunder's management.
3. Wuunder is entitled to suspend the execution of Orders on the grounds of force majeure, as described in article 16, without being obliged to pay any compensation.

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

1. Wuunder has the right to refuse to anyone the handover of goods, documents and funds that Wuunder has or will receive for whatever reason and for whatever purpose.
   2. Wuunder has a right of pledge and a right of retention vis-à-vis anyone who demands their surrender on all items, documents and monies that Wuunder has or will receive by virtue of and for whatever purpose, for all claims that it has against the supplier. The client and/or owner has or may have, also with regard to claims that do not relate to those goods.
   3. When the goods are forwarded, Wuunder is entitled to take the amount owed thereon or to draw a bill for it with attached abandonment documents.
2. Wuunder can also exercise the rights referred to in this article (right of pledge, right of retention and right to refuse delivery) for that which is still owed to it by the Client in connection with previous orders and for that which applies to the goods by way of cash on delivery.
3. The sale of any collateral will take place at the expense of the Client in the manner determined by law or, if there is agreement about this, privately.
4. At Wuunder's first request, the Client will provide security for costs paid or to be paid by Wuunder to third parties or governments and other costs that Wuunder incurs or foresees will be incurred for the Client, including freight, port costs, duties, taxes, taxes and premiums.
5. Wuunder is not obliged to issue indemnities or provide securities in the absence of documents. If Wuunder has issued an indemnity or has provided security, its Client is obliged to indemnify it against all consequences thereof

Article 9 - Confidentiality

1. The parties will mutually provide each other with the necessary information, as far as necessary in the context of the Agreement.
2. 2. With regard to all information to be provided by the parties to each other, each party must observe strict, unconditional and irrevocable confidentiality. This confidentiality will also be imposed in full by each party on the internal or external advisor(s) it has engaged.
3. After signing this Agreement, all parties undertake to (continue to) comply with all obligations under this Agreement, both during this Agreement and after its termination.

Article 10 - Personal data and security

1. Parties will be able to process personal data. The parties are independently responsible for compliance with the obligations of the GDPR, but will only use the personal data for the purpose for which it was provided and do not keep it longer than is necessary for that purpose. 
2. Parties will act in accordance with everyone's privacy policy.
3. Wuunder will take appropriate technical and organizational measures to ensure the protection of the personal data that Wuunder holds and uses. These technical and organizational measures will also serve to prevent loss or any other form of unlawful processing of personal data. In doing so, Wuunder will weigh the nature of the processing against the measures to be taken.
4. For questions or access to its data, the Client, Sender or Recipient can contact Wuunder via [email protected] or via +31 20 261 57 48.

Article 11 - Right of use of the Portal

1. Wuunder makes the Portal available to the Recipient and Sender, on the basis of the agreements agreed with the Recipient and Sender, during a term agreed with the Recipient and Sender. This right to use the Portal by the Recipient and its users is a Right of Use bound to the Recipient and Sender and for the users a personal Right of Use, which is non-transferable, non-pledgeable and not licensable by the Recipient, Sender and / or its User. (s).
   
2. Wuunder makes the Portal available to the Recipient and Sender by providing a link that automatically leads to the protected environment.
3. The provisions on intellectual property and Right of Use, as indicated in the article below, also apply to the Right of Use of the Portal.

 Article 12 - Intellectual property and right of use

1. All existing and future (to be developed) intellectual property rights and know-how on the Platform, the Portal, the Services and the Software remain exclusively with Wuunder, unless otherwise agreed in writing. 
2. All documents related to and provided by Wuunder are exclusively intended to be used by the Client and may not be reproduced, made public or made known to third parties by the Client without prior permission from Wuunder, unless due to the nature of the information provided. pieces otherwise.
3. Wuunder makes the Platform, the Portal, the Services and the Software available to the Client on the basis of a user license. The right to use the Software is inextricably linked to the Platform and the Services included and is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
4. Wuunder reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
5. The obligation to make available by Wuunder and the Right of Use of the Client, Sender or Recipient on the Platform, the Portal, the Services and the Software exclusively extend to the object code of the Software. The Right of Use does not extend to the source code. The source code and the technical documentation created during the development will not be made available to the Client, even if the Client is prepared to pay financial compensation for this.
6. Wuunder is entitled to take measures to protect the Platform, the Portal, the Services and the Software against unlawful use and / or against use other than that agreed between the parties. The Client will never remove or circumvent technical facilities intended to protect the Platform, the Portal, the Services and the Software.
7. The Client may only use the Platform, the Portal, the Services and the Software for the intended purpose. The Client is not permitted to copy, modify, sell, rent, dispose of or grant limited rights to the Platform, the Portal, the Services and the Software, including associated codes for use, or in any way, for any purpose or under any title whatsoever to make it available to a third party. This also applies to reverse engineering, except insofar as permitted under the Dutch Copyright Act. Nor will the Client give a third party - whether or not remotely - (online) access to the Platform, the Portal, the Services and the Software.
8. Upon request, the Client will immediately cooperate in an investigation to be carried out by or on behalf of Wuunder regarding compliance with the agreed restrictions on use. Wuunder will treat all confidential business information that it obtains in the context of an investigation by or from the Client, insofar as this information does not concern the use of the Platform, the Portal, the Services and the Software itself.
9. The Client guarantees that no infringement of the rights of third parties will be made and indemnifies Wuunder against all claims from third parties in this regard.

Article 13 - Liability and indemnity

1. Wuunder's liability is in all cases limited to direct damage up to a maximum of the amount of the price stipulated for that Agreement.
2. Wuunder excludes any liability for indirect damage, including consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business interruption. Wuunder also excludes liability in connection with mutilation, destruction or loss of data or documents. These restrictions will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of Wuunder's management.
3. A condition for the creation of any right to compensation is always that the Client reports the damage to Wuunder in writing as soon as possible after it has arisen. Any claim for compensation against Wuunder will lapse by the mere lapse of 12 months after the claim arose, unless the Client has instituted a legal claim for compensation of the damage before the expiry of that period.
4. The Client is liable to Wuunder and / or third parties for damage resulting from incorrect and / or misleading and / or incomplete descriptions, indications or communications, as well as for damage resulting from defects in the Shipment not notified in advance, even if this damage does not occur. debt of the Client has arisen. If the weight is not stated or stated incorrectly, the Client is liable for all damage resulting from this.

Article 14 - Suspension

1. Without prejudice to the provisions of this Agreement, Wuunder is entitled to suspend the fulfillment of its obligations if the Client does not or does not fully fulfill or threatens to not comply with the obligations under the Agreement. Wuunder is not liable for any damage resulting from such a suspension.
2. The authority to suspend lapses if, in Wuunder's opinion, the Client has provided sufficient security to insure the fulfillment of its obligations.
3. Suspension of the Agreement does not release the Client from its payment obligations.
4. If Wuunder suffers damage due to the suspension of this Agreement and / or has incurred additional costs as a result, this will be borne by the Client.

Article 15 - Complaints and guarantees 

1. The Client can only object to Wuunder in writing within five (5) days after discovery of the defect, stating the nature and scope of the complaints and the order number under which the Shipment was / has been delivered. If the Client fails to do so, Wuunder is deemed to have fulfilled its obligations.
2. If a complaint is well-founded, Wuunder will still perform the work as agreed, unless this has become demonstrably pointless for the Client. The latter must be made known in writing by the Client.
3. If it is no longer possible or useful to perform the agreed work, Wuunder will only be liable within the limits of Article 13.
4. Submitting a complaint does not give the Client any reason to suspend the payment obligation towards Wuunder.  

Article 16 - Force majeure

1. If Wuunder cannot, not timely or not properly fulfill its obligations under the Agreement as a result of a cause that cannot be attributed to it, including but not limited to failures in the computer network, cyber attacks and failures in electronic data communication and / or on the internet, regardless or if these circumstances occur with it or with any suppliers engaged by it for the Services, these obligations will be suspended until Wuunder is still able to fulfill them in the agreed manner without any liability.
2. The party that wishes to invoke the power as referred to in this article must immediately notify the other party in writing of the force majeure. After this notice, the parties will jointly limit the consequences of the force majeure. In the event that the force majeure continues for more than three (3) months, each of the parties is entitled to dissolve the Agreement in whole or in part, without the parties being obliged to pay any compensation.
3. If Wuunder has already partially fulfilled its obligation arising from an Agreement upon the occurrence of a situation of force majeure, Wuunder is entitled to invoice separately for the work already performed and the Client is obliged to pay this invoice, as it were a separate transaction.

Article 17 - Cancellation

1. Unless otherwise agreed, fixed-term contracts are automatically renewed for the same duration after expiry of the initial term (of one year each), unless one of the parties cancels the Agreement in writing no later than 2 (two) months before the expiry of the term. .
2. If the Agreement is terminated by the Client without observing the notice period referred to in paragraph 1, Wuunder is entitled to compensation for the resulting loss, unless the cancellation is based on facts and circumstances that can be attributed to Wuunder.
3. If the Agreement is terminated prematurely by Wuunder, Wuunder will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties, unless the termination is based on facts and circumstances that are attributable to the Client.
4. If the transfer of the work entails additional costs for Wuunder, these will be charged to the Client.

Article 18 - Dissolution

1. Each of the parties may, in addition to the statutory provisions regarding dissolution, dissolve the Agreement with immediate effect, without notice of default or judicial intervention and without liability towards the other party, if the other party - whether or not provisionally - is granted a suspension of payments. of payment is granted if bankruptcy is filed with regard to the other party, if the company of the other party is liquidated or terminated other than for the purpose of reconstruction or amalgamation of companies. Wuunder may also terminate the Agreement in whole or in part without notice of default with immediate effect if the decisive control over the Client's company changes directly or indirectly. Due to the termination as referred to in this paragraph, Wuunder is never obliged to refund any monies already received or to pay compensation. In the event that the Client is irrevocably declared bankrupt, the Client's right to use the software, websites and the like made available, as well as the Client's right to access and/or use the Wuunder Services, will terminate. without the need for a cancellation act on the part of Wuunder.

Article 19 - Applicable law and competent court

1. The legal relationship between Wuunder and the Client is exclusively governed by Dutch law. Application of the Vienna Sales Convention is expressly excluded.
2. All disputes with regard to this Agreement and related agreements will be tried by the Midden-Nederland District Court in the Netherlands, except insofar as mandatory rules of jurisdiction preclude this choice.

Article 20 – Fiscal power of attorney and customs clearance

1. The Customer authorizes and instructs Wuunder to provide an authorization for direct representation with regard to any required customs declarations and the like on its behalf to the customs forwarding agent / tax agent engaged by Wuunder for this purpose.
2. The Customer shall pay all costs and levies (whether or not imposed by the government) charged on to Wuunder, including any additional charges and/or fines, arising from or in connection with customs declarations and the like made for it as a customer, without any deduction or settlement. pay within the term specified by Wuunder. Wuunder is also entitled to charge the Customer an immediately payable advance with regard to these expected costs and levies.

Article 21 - Prescription

All rights of action and other powers, for whatever reason, that the Client has against Wuunder, must be received in writing by Wuunder within 12 months after the moment at which the Client became aware of this or could reasonably have been aware of this, failing which they will come. to expire. 

Article 22 - Other provisions

1. Wuunder reserves the right to transfer the rights arising from this Agreement to an associated company. The Client already agrees to this now.
2. If a provision of these Terms and Conditions and / or any appendices contains one or more parts that appear to be null and void or declared non-binding, the parties commit themselves now in advance to agree on such an arrangement in mutual consultation, so that as much rights as possible is done and the intentions of the parties when entering into the Agreement are met.
3. These Conditions have been drawn up in different languages. In case of differences of interpretation about the content and / or purport, the Dutch text of the Conditions and its interpretation according to Dutch law will at all times be leading.