ReSea Project Sales ApS

– Terms and Conditions of Sales

July, 2021

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 a distribution agreement with ReSea Project ApS, ReSea Project Sales ApS (“ReSea”) commits to arrange for the collection of plastic from the ocean and rivers on behalf of the Customer. At the same time, the Customer commits to pay the costs hereof, as further specified in the agreement between the Parties. These Terms and Conditions of Sales (“Terms and Condi tions”) apply between a customer (“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.

This offer is open for acceptance within fourteen days from the date of issue, unless otherwise specifically stated therein, and is subject to the availability of the service solution offered. Upon positive reply from the      Customer, an order confirmation is sent by ReSea which is to be accepted either by signature from the Customer or by payment of the invoice that accompanies the order confirmation. If such acceptance has not been received by ReSea within 7 days, the order confirmation is to be deemed null and void. When signature/acceptance has been received by ReSea, the order confirmation is to be considered approved by the Customer and the parties have hereby entered into a legally binding agreement (“the Order”).


2.2. In most cases, ReSea and the Customer will furthermore have entered into a cooperation agreement to be regarded as a framework agreement between the Parties (“Cooperation Agreement”) under which invoices and (in the case of Variable Orders, see clause 2.3 below) order confirmations will be issued. If a

Cooperation Agreement is entered into between the Parties, the provisions of that agreement will regulate  the order process rather than the above clause 2.1.


2.3. The Order and/or 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 invoicing to  Customer based on 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 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 and are subject to change without prior notice. Any changes in services provided will be stated on the website. Changes to services do not affect legally binding order confirmations and Orders.



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.


4.    Prices and Terms of Payment


4.1. The prices for services shall be those set forth in the order confirmation 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 the order confirmation or invoice, the payment terms are net cash 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 ReSea will be entitled to hold the Customer liable in relation hereto.


4.4. At the request of ReSea, the Customer shall 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 order confirmations and Orders.


5.    Terms of delivery


5.1. ReSea shall have provided its services within 6 (six) months after the Customer has paid its invoice unless otherwise stated in the order confirmation or 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, the Customer is entitled to use the marketing materials provided to the

Customer by ReSea as defined in the order confirmation, including pictures, logo, statistics, and other information relevant to the services. At the same time, 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 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 copyright, 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’s 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 the 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.


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 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.