Terms & conditions – B2B
GENERAL TERMS & CONDITIONS
One World Trade B.V.
h/o Raw Materials
These terms and conditions shall apply to all offers and quotations issued by One
World Trade B.V. trading under the name Raw Materials, hereinafter referred to as
Raw Materials, as well as to all agreements made by Raw Materials and other
parties. The term “other party” is understood to mean any (legal) person with whom
Raw Materials has concluded or wishes to conclude an agreement. Clauses
deviating from these terms and conditions are only applicable if and insofar as Raw
Materials has confirmed these in writing.
All offers are non-committal, unless a term for acceptance is stated in the offer. The
offers made by Raw Materials are without obligation; they are valid for fourteen days,
unless indicated otherwise. Raw Materials shall only be bound by the offers if the
acceptance thereof is confirmed in writing by the buyer within fourteen days.
Delivery times in quotations of Raw Materials are indicative. When exceeded, the
buyer is not entitled to terminate or to get any compensation, unless explicitly agreed
The prices in the offers of Raw Materials are exclusive of VAT and other government
levies, as well as shipment costs and possible packaging and administration costs,
unless explicitly stated otherwise.
A composite quotation shall not oblige Raw Materials to deliver a part of the goods
against the corresponding part of the quoted price. Offers or quotations do not
automatically apply for reorders.
Raw Materials shall execute the agreement to the best of its ability and in accordance
with the requirements of good workmanship. If and insofar for the proper execution of
the agreement, Raw Materials shall have the right to have certain work done by a
The buyer shall ensure that all information which Raw Materials has said to be
necessary, or which the buyer can reasonably understand that these are necessary,
for the execution of the agreement will be provided to Raw Materials. If not timely
provided to Raw Materials for the implementation of the agreement, Raw Materials
has the right to suspend implementation of the agreement and/or charge additional
costs to the buyer resulting from the delay in accordance with the usual rates.
The buyer is allowed to sell Raw Materials products in their stores and self-managed
websites. Raw Materials does not allow buyers to sell Raw Materials products on
online marketplaces (e.g. Amazon, Zalando, Westwing, BOL). Once Raw Materials
finds out that buyers do offer Raw Materials products on any marketplace, it has the
right to terminate the relationship with the buyer immediately, without a notice period.
If it is agreed that the agreement will be executed in stages, Raw Materials can
suspend the execution of the parts belonging to the following stage until the buyer
has approved the results of the previous stage in writing.
Delivery shall be made from the warehouse of Raw Materials, unless otherwise
stated in the contract. The buyer is obliged to accept the delivery of the goods the
moment that Raw Materials delivers them or has them delivered, or the moment at
which the goods are made available under the agreement.
If the buyer does not wish to receive the goods within two weeks after they are made
available, refuses goods or fails to provide information or instructions necessary for
the delivery, Raw Materials shall be entitled to store the goods at the expense and
risk of the buyer.
If Raw Materials takes care of the delivery of the ordered goods, Raw Materials shall
be entitled to charge possible delivery costs. These will then be indicated separately
on the invoice. If Raw Materials requires any information in the context of
implementation of the agreement, the delivery will take place after the buyer has
made this information available to Raw Materials.
If Raw Materials has given a term of delivery, this is indicative. A specified delivery
time is never a deadline. Raw Materials is entitled to deliver the goods in parts,
unless such is deviated from the agreement or if the partial delivery has no
independent value. Raw Materials is entitled to send separate invoices for the
Samples & Models
If the buyer is shown or given a sample or model, it is presumed to have been
provided as an indication, unless expressly agreed that the matter will correspond.
These samples or models remain, unless otherwise stated, in the possession of Raw
Inspection & Complaints
The buyer is obliged to investigate the delivered goods at the moment of delivery, or
within the shortest possible time. The buyer needs to examine if the quality and
quantity of the delivered goods comply with what was agreed and stated on the final
invoice, and at least meets the requirements that are common in normal (business)
Possible visible shortcomings must be reported within three days after delivery in
writing to Raw Materials. Non-visible shortcomings must be reported within three
weeks following their detection. If the buyer wishes to return the defect goods, he
shall do so with the prior written consent of Raw Materials in the manner specified by
Fees, Price & Costs
If Raw Materials and the buyer have agreed upon an administered price, Raw
Materials shall nevertheless be entitled to increase the price. If the increase occurs
within three months after signing the contract, the buyer has the right to terminate the
agreement, unless Raw Materials is still willing to perform the contract under the
Raw Materials is allowed to change the prices in the offer, if between the time of offer
and implementation of the agreement significant price changes have occurred. Price
changes may relate to, for example, exchange rates, wages, raw materials,
intermediate products and/or packaging.
The prices given by Raw Materials shall be exclusive of VAT and other taxes, and
any costs incurred in connection with the agreement, including shipment and
administration costs, unless otherwise indicated.
Changes to the agreement
If during the execution of the agreement it shows that it is necessary for a proper
execution to change the agreement and/or it needs to be supplemented, the parties
will timely, and in mutual consultation, modify the agreement. If parties agree that the
agreement needs to be changed and/or needs to be supplemented, the time of
completion of the execution can be affected. In this case Raw Materials will inform
the buyer as soon as possible. If the change and/or supplement has any financial
and/or qualitative consequences, Raw Materials shall inform the buyer thereof in
Payment must be made within 14 days after receipt and acceptance of the offer
through wire transfer to the bank account of Raw Materials in the currency invoiced.
Objections to the amount of the invoices do not suspend the payment obligation.
If the buyer fails to pay within the period of 14 days, then the buyer is legally in
default. The buyer shall owe an interest of 1% per month, unless the statutory
interest is higher, in which case the statutory interest rate will count. The interest on
the amount will be calculated from the day the buyer is in default until the moment of
payment of the full amount.
Retention of title
All goods delivered by Raw Materials, possibly also including designs, sketches,
drawings, films, software, (electronic) files etc. remain property until the buyer has
fulfilled all of his obligations under all agreements concluded with Raw Materials. The
buyer is not permitted to invoke a right of retention and settle these costs with the
benefits it owes.
Raw Materials guarantees that the delivered goods meet the usual requirements and
standards that can be made and are free from any defects. Minor variations of sizes,
weights, numbers, colors and others as such are not seen as shortcomings. In case
of minor variations Raw Materials will not offer change of products.
The guarantee mentioned shall equally apply if the goods to be delivered are
destined for use abroad and the buyer explicitly informed Raw Materials about this.
The cost of repair or replacement shall not exceed the amount that this would have
cost in the Netherlands.
The guarantee mentioned shall apply for a period of three months after delivery. If the
delivered goods do not meet these guarantees, Raw Materials shall, within a
reasonable time after receipt or if return is not reasonably possible, and only following
the notification of the defect by the buyer, arrange a replacement or a credit.
In case of replacement, the buyer shall return the good that needs to be replaced to
This guarantee does not apply if the product has not been handled and/or used
Many items from Raw Materials are made from living materials (e.g. wood). Specific
circumstances like weather, humidity, may cause changes in the look and quality of
the product. Also;
– As the nature of many of the products are vintage and recycled, Raw Materials
cannot give a warranty on these products. In case of damage Raw Materials shall
handle the claim with care and to reason;
– If the buyer performs work and/or treatment on the product without Raw Materials’
– In case of deviation of the user instructions provided by or on behalf of Raw
– If the defect is caused by normal wear and tear or accident;
– If the buyer has not complied with the obligations set out under Inspection &
If the buyer is in default or fails to fulfill any of its obligations, then all reasonable costs
incurred in obtaining payment out of court are on behalf of the buyer. If the buyer
defaults in the timely payment of a sum of money, he forfeits an immediately payable
fine of 15% of the outstanding amount, with a minimum of €50,00.
If Raw Materials has made more costs, which were reasonably necessary, these are
also on the account of the buyer. This applies for example to any reasonable judicial
and execution costs. The buyer shall also owe interest over the collection costs.
Suspension & termination
Raw Materials is authorized to suspend the fulfilment of the obligations or to dissolve
the agreement if:
– The buyer does not properly or timely fulfil any obligation which may result from the
agreement. For example in case of bankruptcy, receivership, closing down or
liquidation of its business, Raw Materials is at its election, without any obligation to
pay damages and without prejudice to any other rights, to rescind the contract in
whole or in part, or to suspend the (further) execution of the agreement. In those
cases Raw Materials is also entitled to claim immediate payment.
– After the conclusion of the contract Raw Materials becomes aware of circumstances
giving good ground to fear that the buyer will not fulfil his obligations. In the case of
there is a good reason to fear that the buyer will only partially or improperly fulfil his
obligations, suspension shall only be allowed in to the extent that the shortcoming
justifies such action.
– The buyer was requested to provide security for the fulfilment of his obligations
according to the agreement and this security is not or insufficiently provided. As soon
as this security is provided, the power to suspend will lapse unless such fulfilment
has been unreasonably delayed.
Raw Materials is authorized to dissolve the agreement if circumstances arise of such
nature that fulfilment of the contract is impossible and fairness can no longer be
expected or if other circumstances arise of such nature that the unaltered
maintenance of the agreement cannot reasonably be expected.
If the agreement is dissolved, Raw Materials’ claim against the buyer shall become
due. If Raw Materials suspends fulfilment of its obligations, the rights under the law
and agreement retains.
Raw Materials shall always retain the right to claim damages.
If the goods delivered by Raw Materials are defective, Raw Materials’ liability towards
the buyer is limited to the stipulations in these conditions under “Guarantee”.
If Raw Materials is liable for direct damage, that liability is limited to twice the invoice
amount, at least that part of the contract with which the liability relates.
Direct damage is exclusively:
– The reasonable costs incurred to establish the cause and extent of the damage,
provided that the determination relates to the damage under these conditions;
– Any reasonable expenses made for the deficient performance of Raw Materials’
agreement, unless the deficient performance cannot be attributed to Raw Materials;
– The reasonable costs made to prevent or limit the damage, in so far the buyer can
demonstrate that those costs have led to limitation of direct damage under these
Raw Materials shall never be liable for indirect damage, including consequential
damages, lost profits, lost savings and damage due to business interruption. The
limitations of liability for direct damage contained in these conditions do not apply if
the damage is due to intent or gross negligence.
Transfer of Risk
The risk of loss or damage to the products that are the subject of the agreement,
shall pass to the buyer at the moment they are delivered to the buyer legally and/or
factually and are thereby in the power of the buyer or by the buyer designate third
Parties are not obliged to fulfil any obligation if they are hindered due to a
circumstance that is not due to their fault, and neither under the law or a legal action.
Force majeure is defined in these terms and conditions in addition to that which is
understood in law and jurisprudence, all external causes, foreseen or unforeseen,
which Raw Materials cannot influence but which prevents that Raw Materials is
unable to fulfil its obligations. Labor strikes at Raw Materials are included.
Raw Materials shall also be entitled to invoke force majeure if the circumstance
rendering (further) fulfilment occurs after Raw Materials should have fulfilled their
obligation. Parties can suspend the obligations from the agreement during this
period. If this period lasts longer than two months, either party may terminate the
agreement without any obligation to pay damages to the other party.
Insofar Raw Materials can partially fulfil or will fulfil his obligations under the
agreement at the time of the force majeure, Raw Materials is entitled to send the
invoice for the fulfilled separately. The buyer is obliged to pay this invoice as if it were
a separate agreement.
Intellectual Property and Copyrights
Without prejudice to the other provisions in these terms and conditions, Raw
Materials shall reserve the rights and authorities to which Raw Materials is entitled
under the Copyright Act.
The buyer is not permitted to make changes to the goods, unless the nature of the
provide otherwise or otherwise agreed in writing. Within the framework of the
agreement, any Raw Materials’ created designs, sketches, drawings, films, software
and other materials or (electronic) files remain Raw Materials’ property, irrespective
of whether these are given to the buyer or to third parties, unless otherwise agreed.
All necessary documents provided by Raw Materials, such as designs, sketches,
drawings, films, software, (electronic) files, etc., to the buyer are only for the buyer
and may not be reproduced, made public or given to a third party without the prior
permission of Raw Materials.
Both parties are obliged to disclose any confidential information obtained in the
course of their agreement from each other or from another source. Information is
confidential if the other party communicated this or if this follows from the nature of
If, pursuant to a statutory provision or a court order, Raw Materials’ account
information is confidential by law or by the competent court appointed third parties to
provide them, and Raw Materials will be unable to invoke a legal or by the competent
courts have recognized or permitted of change, Raw Materials is not liable for
damages or compensation and the party is not entitled to rescind the contract on the
ground of any damage resulting.
All disputes arising in connection herewith shall be negotiated and amicably agreed
between both Parties, to the extent possible.
Both Parties agree that in the case the Parties cannot settle to an acceptable
agreement for disputes arising out of the contractual relationship as set forth in this
agreement, or related to its violation, termination or nullity, the dispute will be settled
by arbitration under Dutch law.
The judge in the place of business of Raw Materials shall have exclusive jurisdiction
to hear the disputes, unless the district court has jurisdiction. Raw Materials shall
nevertheless be entitled to submit the dispute to the competent judge.
Any agreement between Raw Materials and the buyer will be under the Dutch law.
The Vienna Sales Convention is expressly excluded.