Terms and conditions
These are the general terms and conditions (algemene voorwaarden) of Dotcom Ventures B.V., also trading as Wulks, Baetserveldsingel 27, 6088 HR Roggel, Netherlands, registered with the Chamber of Commerce (KvK) under number 97283371, VAT (BTW) NL867984454B01. They apply to business clients only, not to consumers.
1. Definitions
In these terms:
- We, us, Dotcom Ventures: Dotcom Ventures B.V., also trading as Wulks.
- Client: the business or organisation (not a consumer) that asks us for a quote or enters into an agreement with us.
- Agreement: every agreement between the Client and us, including any changes and additions.
- Services: everything we do under an Agreement, including brand partnership, marketplace sales, sourcing and quality control.
- Products: the goods of the Client's brand, or the goods we source for the Client.
- Sales channel: an online marketplace or shop where Products are sold, such as bol., Decathlon, wulks.com (our own platform) and others.
- Supplier: a factory, manufacturer or other third party that makes or supplies Products.
- In writing: on paper or by email.
2. When these terms apply
2.1 These terms apply to every quote we make and every Agreement we enter into with a business client, under any of our trade names. Purchases by consumers on wulks.com fall under the consumer terms published on wulks.com, not under these terms.
2.2 We send these terms with every quote, before the Agreement is made, and they are always available at dotcom-ventures.com/terms-and-conditions/ in a form you can save and print. This is how we give you a reasonable opportunity to read them, as articles 6:233 and 6:234 of the Dutch Civil Code require.
2.3 We do not accept the Client's own general terms, unless we agree otherwise in writing.
2.4 Specific arrangements in a quote or Agreement take precedence over these terms.
2.5 If a provision of these terms is invalid, the rest remains in force. We will then replace that provision with a valid one that comes as close as possible to its purpose.
3. Quotes and how an Agreement is made
3.1 Our quotes are without obligation and valid for 30 days, unless the quote states a different period.
3.2 An Agreement is made when the Client accepts our quote in writing, or when we start the work at the Client's request.
3.3 Quotes are based on the information the Client gives us. If that information turns out to be incomplete or incorrect, we may adjust the quote.
3.4 Prices for Products depend on Suppliers, exchange rates, freight costs and duties. If these change before the Products are ordered, we may adjust our price after telling the Client.
4. How we perform our Services
4.1 We perform our Services with care and to the best of our ability. Unless we have expressly promised a specific result in writing, our Services are an obligation of effort, not of result. We do not guarantee sales figures, rankings, margins or growth.
4.2 Our work depends on third parties we do not control, such as Suppliers, Sales channels, carriers, customs and payment providers. We are not responsible for their acts or for changes to their rules, fees or availability.
4.3 We may engage third parties to perform the Services.
4.4 Deadlines we give are estimates, unless we have agreed a firm deadline in writing. If we are late, the Client must first give us written notice and a reasonable period to perform.
5. What the Client provides
5.1 The Client provides on time all information, specifications, product data, images, approvals and samples that we reasonably need.
5.2 The Client guarantees that this information is correct and complete, and that we may use it for the Services.
5.3 If the Client does not do so, we may suspend the work and charge any extra costs.
6. Prices, invoicing and payment
6.1 All prices are in euros and exclude VAT, unless stated otherwise.
6.2 Unless the quote or Agreement says otherwise, the Client pays in advance, or, for goods shipped from a Supplier, before the goods are loaded. Where we agree to invoice afterwards, the Client pays within 14 days of the invoice date, without deduction or set-off.
6.3 If the Client does not pay on time, it is in default without further notice. It then owes the statutory commercial interest and reasonable collection costs.
6.4 We may ask for an advance payment or security before we start, in particular before we order Products from a Supplier. The amount is set out in the quote or Agreement.
6.5 If the Client does not pay, we may suspend our Services until it does.
7. Brand partnership: general
7.1 In a brand partnership we help the Client grow its brand through e-commerce and Sales channels. The Agreement states which of the models in articles 8 to 11 applies, which Sales channels and countries are covered, and what each party does.
7.2 The Client grants us, for the term of the Agreement, a non-exclusive right to use its brand names, logos, product images and texts, as far as needed to sell and promote the Products. Exclusivity, for example per country, applies only if the Agreement says so.
7.3 The Client guarantees that the Products are safe and meet all applicable laws and product rules, including labelling, safety and marking requirements, and that they do not infringe the rights of others. The Client indemnifies us against third-party claims arising from the Products.
7.4 We set the consumer prices on the Sales channels we manage. We may follow the Client's recommended retail price, but we do not agree resale prices with the Client.
7.5 Unless the Agreement says otherwise, we, or the seller on the Sales channel (such as Wulks), handle customer service for end customers. Returns are handled together with the warehouse the order was shipped from. If an order ships from the Client's own warehouse, the return goes back to the Client, and we usually still handle the customer service.
8. Drop ship model
8.1 We list and sell the Products on Sales channels. The Client keeps ownership of the stock and ships orders directly to end customers, or has them shipped.
8.2 The Client keeps its stock levels and shipping times up to date and meets the delivery requirements of each Sales channel. Penalties or account restrictions caused by late or wrong deliveries are at the Client's expense.
8.3 Our fee and the settlement of sales proceeds are set out in the Agreement.
9. Wholesale model
9.1 We buy Products from the Client and hold them in stock. We then sell them in our own name on Sales channels.
9.2 Purchase prices, minimum order quantities and delivery terms are set per order or in the Agreement.
9.3 Ownership of and risk for the Products pass to us on delivery at the agreed place, unless the Agreement says otherwise.
9.4 The Client delivers Products that match the agreed specifications and samples. We may reject or return Products that do not, at the Client's expense.
9.5 Whether, and on what terms, unsold stock can be returned to the Client is set out in the Agreement.
10. Hybrid model
10.1 In the hybrid model, part of the range or volume is handled as drop ship (article 8) and part as wholesale (article 9). The Agreement states which Products or volumes fall under which model. The matching article applies to each part.
11. Strategic partnership
11.1 In a strategic partnership we work with the Client on the growth of its brand over a longer period, for example on channel strategy, product range and market entry. The scope, targets, fees and any sharing of costs or revenue are set out in a separate Agreement.
11.2 Where that Agreement is silent, these terms apply.
12. Marketplace sales
12.1 When we sell on a Sales channel, the rules, fees and decisions of that channel apply. This includes its product requirements, content rules, fees, payment schedules and decisions to restrict or remove listings.
12.2 We are not liable for decisions of a Sales channel, or for changes to its rules or fees, as long as we did not cause them by acting in breach of the Agreement.
12.3 We keep the records of the sales we processed on each Sales channel; the Client receives a record of the quantities of its Products we sold. Listings and product content that we create remain ours, unless the Agreement says otherwise. We share sales reports with the Client as agreed.
13. Sourcing
13.1 For sourcing, we search for and select suitable Suppliers, arrange samples, negotiate price and terms, follow up production and coordinate shipping, based on the Client's brief.
13.2 We select Suppliers with care, but a Supplier is not our employee or agent. We do not guarantee that a Supplier will perform, and we are not liable for its acts, unless we are at fault ourselves.
13.3 Depending on the Agreement, either we buy the Products in our own name and resell them to the Client, or the Client buys directly from the Supplier and we invoice a fee for our Services.
13.4 Where we sell Products to the Client, they remain our property until the Client has paid everything it owes for them, unless agreed otherwise.
13.5 Delivery terms follow the Incoterm stated in the quote or Agreement. Import duties, taxes and customs costs are for the Client, unless agreed otherwise.
13.6 The Client is responsible for making sure the Products may be sold in its target markets, unless we have expressly taken on that task in writing.
14. Quality control
14.1 We inspect Products against the specifications and checklist agreed with the Client, at the stages agreed (for example materials, during production and before shipment).
14.2 An inspection covers only what was agreed and, where sampling is used, only the Products actually inspected. An inspection report records what we found at that time. It is not a guarantee that all Products are free from defects, and it does not take over the Supplier's responsibility.
14.3 Whether and how Products are sampled is agreed per order. The Client decides, based on our report, whether goods may be shipped.
15. Intellectual property
15.1 The Client keeps all rights to its brand, designs and content.
15.2 We keep all rights to our methods, tools, reports and other materials, unless agreed otherwise. The Client may use our reports for its own business.
16. Confidentiality
16.1 Both parties keep confidential all information from the other party that they know or should reasonably understand to be confidential, such as prices, Supplier details, sales figures and product plans. This obligation continues until 2 years after our last Agreement with the other party has ended.
16.2 The Client will not contact Suppliers we introduced in order to bypass us, or buy from them without us, from the start of our first Agreement until 2 years after our last Agreement with the Client has ended.
16.3 If the Client breaches article 16.2, it owes us an immediately payable penalty of €25,000 per breach, plus €1,000 for each day the breach continues. If the total value of the orders the Client placed with that Supplier in breach of article 16.2 exceeds €25,000, the Client also owes 50% of the value above €25,000. On our request, the Client tells us the value of those orders and provides supporting documents.
16.4 These penalties do not affect our right to claim full damages instead, if our loss is higher.
17. Complaints
17.1 The Client must report complaints about our Services or Products in writing within 8 days of discovering the problem, or of when it should reasonably have been discovered, with a clear description.
17.2 A complaint does not suspend the Client's duty to pay.
17.3 If a complaint is justified, we will, at our choice, perform the Service again, repair or replace the Products, or credit a proportional part of the price.
18. Liability
18.1 Our total liability under or in connection with an Agreement is limited to the amount our liability insurer pays out in that case. If no insurance applies or the insurer does not pay, our liability is limited to the amount we invoiced under that Agreement in the 12 months before the event that caused the loss, excluding VAT.
18.2 We are not liable for indirect loss, such as lost profit, lost sales, reputational damage, business interruption, or fines and penalties from Sales channels.
18.3 These limits do not apply if the loss is caused by our intent or deliberate recklessness.
18.4 A claim against us lapses if it is not made in writing within 12 months of the Client becoming aware of the loss.
19. Force majeure
19.1 We are not liable for failures caused by circumstances beyond our reasonable control. Examples are failures by Suppliers, carriers or Sales channels, transport disruption, customs delays, strikes, epidemics, war, natural disasters, cyberattacks and government measures.
19.2 If force majeure lasts longer than 60 days, either party may end the Agreement in writing, without owing compensation. Work already done is paid for.
20. Term and ending the Agreement
20.1 An Agreement runs for the term stated in it. If no term is stated, either party may end it in writing with 3 months' notice.
20.2 Either party may end the Agreement with immediate effect if the other party seriously breaches it and does not fix the breach within a reasonable period after written notice, or if the other party goes bankrupt or is granted a suspension of payments.
20.3 When a brand partnership ends, Products we bought remain ours and we may continue to sell them. Products we hold for the Client are returned to the Client or sold off, as agreed. The parties agree how open orders, live listings and customer service are handled.
20.4 Amounts already invoiced remain payable. Articles that by their nature continue after the end, such as confidentiality, liability and applicable law, remain in force.
21. Personal data
21.1 Both parties comply with the General Data Protection Regulation (GDPR).
21.2 Where we process personal data on behalf of the Client, for example data of end customers, the parties will enter into a processing agreement.
21.3 Our privacy policy explains how we handle personal data ourselves.
22. Applicable law and disputes
22.1 Dutch law applies to these terms and to every Agreement.
22.2 The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) does not apply.
22.3 Disputes will be submitted exclusively to the competent court of the District Court of Limburg (rechtbank Limburg).
23. Changes to these terms
23.1 We may change these terms. Changes apply to new Agreements from the date they are published. For running Agreements, changes apply only once we have told the Client in writing and the Client has not objected within 30 days.
23.2 The version of these terms that applies to an Agreement is the version sent with the quote.
24. Questions
Email info@dotcom-ventures.com or use our contact page.