ReSea Project Sales ApS

– Terms and Conditions of Sales

March 2022

1.   Purpose and Scope of Applicability

 

1.1. The Parties agree that reduction and recycling of plastic is crucial to a sustainable environment, especially in relation to the oceans. To this end, based on an Order (as defined in clause 2.1) or a Cooperation Agreement (as defined in clause 2.2) with ReSea Project ApS, ReSea Project Sales ApS ("ReSea") commits to arrange for the collection of plastic from the oceans and rivers on behalf of the customer ("Customer"). At the same time, the Customer commits to pay the costs hereof, as further specified in the Order or the Cooperation Agreement between the Parties. These Terms and Conditions of Sales ("Terms and Conditions") apply between the Customer and ReSea to the extent that they have not been specifically derogated from by written agreement between the Parties.

 

1.2. These Terms and Conditions apply to all sales and services by ReSea notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Customer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by ReSea, unless and until this is expressly confirmed in writing by ReSea.

 

2.    Offers, Orders and Order Confirmations

 

2.1. Upon initial correspondence between the Parties, an offer for a service solution will be sent by ReSea to the Customer. This offer is open for acceptance within fourteen (14) days from the date of issue, unless otherwise specifically stated therein, and is subject to the availability of the service solution offered. Upon a positive reply from the Customer, an order confirmation or any other similar acknowledgement is sent by ReSea to the Customer, which is to be accepted either by signature from the Customer, written acceptance from the Customer or, provided that an invoice is enclosed, by payment of the enclosed invoice. If such acceptance has not been received by ReSea within seven (7) days, the order confirmation or similar acknowledgement is to be deemed null and void. When acceptance has been received by ReSea, the order confirmation or similar acknowledgement is to be considered approved by the Customer and the Parties have hereby entered into a legally binding agreement ("Order"). For the avoidance of doubt, a legally binding Order may also be entered into by the Parties by exchanging e-mails or any other similar form of communication.

2.2. If ReSea and the Customer have entered into a cooperation agreement, which is to be regarded as a framework agreement between the Parties ("Cooperation Agreement"), invoices and (in the case of Variable Orders, as defined in clause 2.3) order confirmations or similar acknowledgements will be issued according to the Cooperation Agreement. Hence, if a Cooperation Agreement is entered into between the Parties, the provisions of the Cooperation Agreement will regulate the order process rather than clause 2.1.

 

2.3. The Order and/or the Cooperation Agreement will state which type of order the Customer has chosen: (i) a fixed order for a set amount of plastic collection, which is invoiced to the Customer up front in full or in yearly, quarterly or monthly installments ("Fixed Order"), or (ii) a variable order with monthly or quarterly invoicing to the Customer based on the Customer’s sale of its own products the month before ("Variable Order").

 

2.4. The Customer cannot assign the rights and obligations of the Order and/or the Cooperation Agreement to a third party without the prior written consent of ReSea.

3.    Services

 

3.1.Services covered by the service solution arranged for by ReSea are described on the website www.reseaproject.com and are subject to change without prior notice. Any change in services provided will be stated on the website. Changes to services do not affect legally binding Orders prior to the changes.

 

 

3.2. ReSea is responsible for the handling of the plastic upon collection without further costs incurred by the Customer. The services will be performed as a documented plastic collection.

 

3.3. The Customer is responsible for its use of the services fulfilling any law or standards and/or if the services can be used for the Customer’s purposes, unless specifically derogated in writing. The Customer will procure that the plastic waste collected by ReSea is not falsely used for marketing purposes (greenwashing, etc.) by the Customer’s own customers, e.g., by ensuring that the collected plastic waste cannot be claimed to have been collected more than once.

 

4.    Prices and Terms of Payment

 

4.1. The prices for services shall be those set forth in the order confirmation or any other similar acknowledgement and invoice. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value-added and similar taxes or charges imposed by any government authority.

 

4.2. Unless expressly stated otherwise in the order confirmation or any other similar acknowledgement or invoice, the payment terms are net cash eight (8) days from the date of invoice without offset or deduction. Interest will accrue as of the due date at ReSea’s rate at any time, currently 2 % per month or fraction of a month.

 

4.3. The Customer is not entitled to set-off or withhold any payments due to ReSea. Such set-off or withholding will constitute a breach of the Order and/or the Cooperation Agreement and ReSea will be entitled to hold the Customer liable in relation hereto.

 

4.4. At the request of ReSea, the Customers hall at any time provide an adequate bank guarantee as security for payment.

 

4.5. Prices for any of ReSea’s services are subject to change without prior notice. ReSea aims to regularly update all publicly available sources of price information via the website to ensure that the Customer has accurate information available when requesting an order. Changes in pricing do not affect legally binding Orders prior to the changes.

5.    Terms of delivery

5.1. The services provided by ReSea may be executed in a period which runs from three (3) months before to six (6) months after the Customer has paid its invoice, unless otherwise stated in the invoice.

 

6.    Intellectual property and acceptable use of content

 

6.1. The full ownership of all intellectual property rights arising in connection with ReSea’s performance of services, including patents, designs, logos, trademarks and copyrights, is the property of ReSea.

 

6.2. If the Customer receives material and/or information in the form of logos, designs, photo or video content, specifications, etc. this is solely the property – including intellectual property – of ReSea.

 

6.3. The Customer is obligated to credit ReSea when using any photo or video content produced by ReSea.

 

6.4. As part of the Agreement, ReSea is entitled to use the name of and the cooperation with the Customer for marketing purposes.

 

6.5. For promotion purposes, the Customer is entitled to use information on the amount of the Customer’s purchased plastic material collected from the oceans and rivers (a claim) for one (1) year after the Customer’s last purchase of a claim from ReSea.

 

6.6. All content included on the website is the property of ReSea, ReSea’s affiliates, licensees or other relevant third parties. By continuing to use the website, users acknowledge that such content is protected by copyrights, trademarks, database rights and other intellectual property rights. Nothing on the website shall be construed as granting in any way whatsoever, any license or right to use any trademark, logo or service mark displayed on the site without ReSea’s prior written permission.

 

7.    Limitation of Liability

 

7.1. ReSea’s maximum liability under the agreement with the Customer shall in no event exceed the purchase price in the Order. ReSea is not liable for any indirect loss, i.e. business interruption, loss of profits, injury to reputation or loss of customers or any other indirect loss on the part of the Customer, including loss as a result of the Customer’s legal relations with any third party. The limitations of liability in the Terms and Conditions do not apply where ReSea has been guilty of fraud or willful acts or omissions.

7.2. The Customer must indemnify ReSea, including for any legal costs, to the extent that any liability is imposed on ReSea in relation to a third party for any damage or loss for which ReSea is not, according to the provisions above, liable in relation to the Customer.

 

8.    Force Majeure

 

8.1. ReSea is not liable to the Customer for non-fulfillment of obligations which can be attributed to force majeure. The limitation of liability remains as long as force majeure exists. Force majeure is considered to be circumstances which are beyond the control of ReSea and which ReSea could not have foreseen at the conclusion of the agreement. Examples of force majeure are, but are not limited to, unusual natural conditions, sub-suppliers, delays in transportation, labor disputes such as strike and lockout, fire, explosion, pandemics or epidemics, war, terrorism, seizure flood and vandalism. ReSea’s timely delivery will happen as soon as possible.

9.    Confidentiality

 

9.1. The Customer may not disclose or use or enable others to use ReSea’s confidential business information or other information of any kind that is not made publicly available by ReSea.

 

9.2. The Customers obligations apply during the Customers cooperation with ReSea and without any time limit after the termination of the cooperation, regardless of the reason for the termination.

 

10. Disputes, Governing law and Venue and Miscellaneous

 

10.1.  Any dispute arising between the parties, including, but not limited to, any dispute as to the validity or interpretation of these Terms and Conditions and/or the Order and/or the Cooperation Agreement between the Parties, is governed by Danish law, disregarding the choice of law rules and the UN Convention on the International Sale of Goods (CISG), and must be submitted before the Copenhagen City Court.

 

10.2.  In connection with the cooperation of ReSea and the purchase of services from ReSea, ReSea will process personal data of the Customer and/or the user of the website. The Customer and the user can read more about the processing of personal data on the website. If a data processing agreement is required in connection with the cooperation of ReSea, the Customer will receive a separate data processing agreement for signature.