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Terms & Conditions
GENERAL TERMS AND CONDITIONS OF WORLD SPORTS COMPANY GROUP
(concerns transaction B2B)
Article 1: Definitions
- 1. The Principal: The Counter Party which conducts an economic activity, that enters into an Agreement with companies:
– World Sports Company sp. z o.o. (Towarowa St 13B, 73-110 Stargard, Poland),
– World Sports Company B.V. (World Fashion Center (Showroom No. 01-13-05) Koningin Wilhelminaplein 13, 1062 HH, Amsterdam),
– World Brand Textile Company B.V. (World Fashion Center (Showroom No. 01-13-05) Koningin Wilhelminaplein 13, 1062 HH, Amsterdam),
– World Sports Merchandise Limited (Eventus Business Centre, Sunderland Road, Peterborough, PE6 8FD,United Kingdom),
(hereinafter jointly and separately as a “WSC”)
or which is negotiating in such a matter, as well as the Counter Party which send an order to WSC or requests a offer from WSC and
which has a offer sent by WSC.
2. Agreement: The binding Agreement between WSC and the Principal, in whichever form, together with the amendments(s) and
additions(s) to it and every (further) order which is placed on the grounds of this Agreement.
3. The Principle and WSC hereinafter jointly referred to as the „Parties”, and separately as a „Party”.
Article 2: Application
1. These General Terms and Conditions apply to all Offers by WSC and all Orders of the Principal, as also to all Agreements to be entered
into by WSC and the ensuing activities, including the supply of goods and services.
2. Formation of an Agreement, as defined in Article 4 of these General Terms and Conditions, implies that these General Terms and
Conditions have been accepted by the Principal.
3. Derogations from these General Terms and Conditions must have been expressly agreed upon.
4. Should WSC not always demand strict observance of these General Terms and Conditions, this does not imply that these General Terms
and Conditions do not apply and/or that WSC will lose the right to demand strict observance of these General Terms and Conditions in
future cases, whether similar or not.
5. The rescission and/or nullity of any stipulation of these General Terms and Conditions does not affect the other stipulations. The
conflicting, legally invalid, stipulation will be considered to have been replaced by a stipulation in which the intentions and purpose of
the original stipulation are done justice.
Article 3: Offers, Tenders and Orders
1. All Offers made by WSC for the Principal are always subject to written Agreements or Agreements concluded by an e-mail.
2. All Offers made by WSC for the Principal are valid for up to 14 days from the date stated on the Offer document.
3. All Orders made by the Principal by an e-mail or electronic ordering system (ex. Pandadoc) are always subject to the Agreement with
4. By signing the Agreement or sending an e-mail with Order or sending electronic ordering form via electronic ordering system the
Principal concludes the Agreement with WSC and agrees and accepts this General Terms and Conditions.
5. Should an Offer be accepted by the Principal, WSC will have the right to revoke the offer within 3 working days (Monday-Friday) after
having received the acceptance of the Offer.
6. Should an Order be accepted by the WSC within 3 working days (Monday-Friday) after having received the Order (by email or
electronic ordering system).
7. Offers made orally cannot be binding, unless they later have been confirmed in writing or by e-mail by WSC. The Parties accept that
exchange of mail is permissible in this respect.
8. All specifications of types, sizes, measurements, numbers, weights, rates and possibilities for processing will be made known while
taking the utmost care, without, however, WSC guaranteeing that no discrepancies can or will occur. Should these occur unforeseen
they will in no way bind WSC.
9. The Principal is obliged to answer all WSC inquiries regarding Offers and Orders within 3 working days (Monday-Friday) after having
received the inquiries. This also applies to the acceptance of the presented product designs. If the Principal does not answer within this
period, the terms of the Agreement performance may be extended due to reasons beyond the WSC.
10. The Principal is solely responsible for the truthfulness and correctness of all data, applications and information provided by the Principal
for the Agreements, e-mails or Orders, as well as for any consequences of providing false or incorrect data, applications or information.
Article 4: Agreements:
1. An Agreement will solely come about in writing or by e-mail or by another electronic system provided by WSC after confirmation and
acceptance by WSC.
2. The text of a Confirmation, as described in Paragraph 1 of this Article, determines the Contents of the Agreement.
3. Should a number of persons or legal entities form the Principal, they will all be jointly and severally liable for the fulfilling of the
Agreement. Should the Agreement have been entered into by a third party on behalf of the Principal, said third party will warrant the
Principal having accepted these General Terms and Conditions, failing which the third party is bound to these General Terms and
Conditions as if it were the Principal itself.
4. WSC is entitled to engage third parties in the Execution of the Agreement.
5. Save express permission in writing or by e-mail from WSC, the Principal is forbidden to assign rights or duties under the Agreement to
6. WSC is entitled to refuse the request to enter into an Agreement partially or completely or to postpone the execution of an outstanding
Agreement for reasons of its own. This authority can be invoked, amongst other, because of the contents, nature, import or form of such
a request as well as because of technical objections, refusal of (advance) payment or conflict of the request with the interests of WSC or
third parties, amongst which other Principals.
7. The Principal cannot invoke an Agreement if, before or during the Execution of the Agreement, the information provided by the
Principal on sizes, measurements, weights and numbers proves to be incorrect or incomplete. In such an event WSC reserves the right to
not, or not further execute an Agreement. In such a case WSC can never be obliged to pay any compensation for damages or loss to the
Principal, without prejudice to the right and possibility of WSC to be able to claim compensation for damages or loss from the Principal,
or to execute the Agreement as yet, at a higher price than agreed upon, Principal then being obliged to perform said payment.
Article 5: Contents, Amendment and Annulment of the Agreement
1. The Principal cannot derive any rights from advice and information it obtained from WSC if it bears no direct relation to the
2. Complete or partial amendment of the Agreement by the Principal is only possible if WSC agrees to it in writing or by e-mail. Should a
complete or partial amendment of the Agreement lead to additional costs, WSC will be entitled to charge the Principal for
compensation, to such an extent that the additional costs will at any rate be passed on to the Principal. Besides, the Principal will be
completely liable for the consequences of the amendment in the Agreement towards third parties and will indemnify WSC in this
3. Except with express permission in writing or by e- mail from WSC, the Principal is not entitled to terminate the Agreement completely
or partially on pain of nullity.
4. To a permission in writing or by e- mail, as named in point 3. WSC can attach the condition that it will be entitled to charge the
Principal for compensation. These damages are understood to include the losses incurred and profits lost by WSC and at any rate they
are understood to include the expenses WSC has already incurred during preparation, amongst which the costs of production capacity
booked, materials bought, services engaged and storage. In case of complete or partial annulment by the Principal, the Principal is
furthermore fully liable to third parties for the consequences of the annulment and indemnifies WSC in this respect.
5. Should it prove, in the course of the Execution of the Agreement, at the discretion of WSC, that, for a proper Execution it will be
necessary to change and/or supplement the work to be performed, WSC will inform the Principal of this, after which the Agreement
will be amended, whether or not partially. WSC can never be held to any compensation to the Principal as a consequence of such an
Article 6: Prices and Price Changes
1. All prices stated by WSC are exclusive of goods and services tax and duty and other government levies unless expressly stated
otherwise in writing or by e- mail.
2. The price WSC has stated for the works or goods to be executed by it, is exclusively valid for the performances in accordance with the
specifications agreed upon.
3. WSC is entitled to charge extra costs, which were not agreed upon expressly in the Agreement, separately to the Principal, if incurring
these costs is necessary for the Execution of the Agreement. When appropriate, the Principal will be informed of this in writing or by email
as soon as possible. The Parties accept that e-mail messages may be exchanged.
4. WSC is furthermore entitled to raise the prices and tariffs agreed upon, amongst others in case of interim price increases and/or
surcharges on prices of goods, costs of materials, semi-finished products or services necessary for the Execution of the Agreement,
shipping costs, wages or social contributions, decrease in value of the currencies agreed upon and all other government measures having
the effect of increasing prices as a result of which the cost price increases. Should this occasion arise, the Principal will be informed of
this in writing or by e- mail as soon as possible. The Parties accept that exchange of mail is permissible in this respect.
5. Should, after the Agreement has been entered into, prices for the realisation of the Agreement undergo a raise before WSC has
completely met its obligations, WSC will be entitled to adapt and change its prices.
Article 7: Payment
1. Amounts owed in the framework of the Agreement will be charged by means of an VAT invoice. Payment must occur within the term
of payment named in the Agreement or in the invoice being the strict deadline. If no term of payment was included in the Agreement,
payment is to take place within 7 days after the invoice date, being the strict deadline.
2. The Principal cannot appeal to any right of discount, suspension or deduction. Compensation by the Principal is only permitted if WSC
has recognized the Principal’s claim in writing or by e-mail.
3. If a Delivery has been agreed upon in instalments and the first instalment has been delivered, besides payment for this instalment, WSC
is entitled to demand payment for the costs incurred for the whole Delivery.
4. Independently of the way they are named, payments will first be considered to meet the interest and costs incurred, and then to meet the
oldest, unpaid invoice.
5. In case the strict deadline for payment is exceeded, the Principal will be in default by operation of law and will then owe a contractual
interest rate of 2% per month (cumulative) over the amount owed, each month started counting as a month, without prejudice to the
other rights WSC may exercise towards the Principal for non-payment or late payment
6. When a matter of default, as described in paragraph 5 of this Article occurs, WSC is entitled and authorized to forthwith postpone and
suspend stay the Execution of the Agreement, until the Principal has met his outstanding financial obligations integrally.
Article 8: Delivery Times
1. The delivery times given by WSC are approximate and can never be considered to be strict deadlines. WSC entrusts the delivery to third
parties professionally involved in the delivery of goods and will not be charged with its performance. WSC is entitled to cede a claims
against deliverer to the Principal.
2. The delivery time only commence when Agreement is reached between parties on all commercial and technical details and all necessary
data are in the possession of WSC, the payments (in instalments) are received and, furthermore and all other conditions for the
execution of the Agreement are met.
3. If other circumstances occur than those known to WSC when establishing the delivery time, WSC is entitled and authorised to extend
the delivery time by the time necessary to execute the agreement under these circumstances. In case the necessary work does not (any
longer) fit into the planning of WSC, it will be executed as soon as the planning permits.
4. Should WSC have postponed the execution of the agreement, the delivery time given will be extended by the duration of the
5. The more expiration of the period of time does not constitute a default on the part of WSC not even in case of a strict delivery date,
agreed upon in writing or by e-mail. The Parties accept that exchange of mail is permissible in this respect.
Article 9 Execution of the Agreement
1. WSC is free in the way it will execute the agreement, unless Parties have entered into explicit agreements in writing or by e- mail. All
Agreements will be executed by WSC in a sequence, determined by WSC.
2. WSC is not held to deliver goods in instalments, however, WSC does have the right to execute the Agreement in instalments. In case of
delivery in instalments, each delivery is to be considered to be a separate transaction.
3. In the execution of the Agreement, the Principal is furthermore held by WSC to do everything in reason necessary or desirable to enable
a timely delivery by WSC.
4. Should the Principal not meet his obligations ensuing from the Agreement, WSC will be authorised and entitled to postpone and
suspend the execution of the Agreement forthwith, or to completely or partially dissolve, annul or adapt the Agreement. WSC can never
be held to any compensation of damages to the Principal as a result of such a suspension, dissolution annulment or adaptation. The
Principal is, however, held to compensation of any damages ensuing from the delay caused by the suspension, also in respect of third
parties and it completely indemnifies WSC in this matter.
Article 10 Transport, Storage and Risk
1. The manner of transport, shipping, packaging and suchlike will at all times be determined by WSC. The Principal undertakes to collect
2. Delivery of the goods to be delivered by WSC will take place at the address designated by the Principal. This address must be safely
accessible for a means of transport and the means of transport must be able reach and leave it by a suitable road. The Principal is held to
immediately receive the goods to be delivered by WSC.
3. Acceptance of the goods delivered by WSC to the Principal will serve as proof that these are in a good condition, at which moment the
risks will devolve upon the Principal.
4. WSC will not be charged with storing the goods to be delivered, unless it has expressly been agreed upon otherwise in writing. If for any
reason whatever storage takes place, for instance if the Principal does not or cannot take delivery of the goods to be delivered by WSC,
this will at all times take place at the risk and expense of the Principal.
5. If part exchange is involved and the Principal continues to use the good(s) to be part exchanged, pending the delivery of the new good(s)
by WSC , the risk of the good(s) to be part exchanged remains attached to the Principal, until the moment at which he has placed them
in the possession of WSC.
Article 11 Retention of Title and Right of Pledge
1. WSC will remain owner of all goods delivered by them, as long as the Principal has not completely met everything it is held to meet by
the Agreement, especially obligations to pay, this inclusive of interest and costs.
2. WSC is at all times entitled to repossess the goods delivered by it or to have them repossessed. The Principal therefore authorises WSC,
or third parties engaged by them, to enter the business accommodation and other premises where the delivered goods have been stored
and/or have been placed, and to do or not do that which will or can promote repossession, this on penalty of the forfeiture of a fine,
immediately due and claimable, of € 10,000.- a day that it remains in default.
3. The goods delivered by WSC may solely be processed or resold to a third party by Principal in the framework of normal business
Article 12 Complaints
1. WSC will exert itself to do everything necessary to cause the performance to be delivered by them, including especially the delivery of
goods by them, to meet the requirements which can reasonably be set.
2. Immediately after Execution of the Agreement, the Principal is obliged to inspect the performance and goods delivered by WSC
thoroughly for faults and defects, and to inform WSC, either in writing or by e-mail, forthwith, but within 8 hours at the very latest, if
these are present.
3. Should the Principal not have indicated the faults and defects, which could have been noted, or could have been noted upon thorough
inspection, to WSC within 8 hours after the time of Execution and Delivery, the Principal will be considered to agree with the state in
which the aforementioned performance was delivered and the right of complaint will terminate.
4. In case of faults and defects, ascertained by the Principal it is held to enter these on the bill of carriage and furthermore specify the
faults and defects it has ascertained accurately, while presenting relevant proof, including, in any case the presentation of sound
5. WSC must immediately be given opportunity to check the faults and defects the Principal has ascertained. Should, in the opinion of
WSC, the faults and defects ascertained by the Customer/Principal be correct.
6. The performance delivered by WSC will in any case be judged as sound if the Principal has started using the delivered good or a part
of, has started working with or using it, has delivered it to third parties, or has had third parties use it, has had it worked with or used or
delivered by or to third parties.
7. Should, according to criteria of reasonableness and fairness, the term of 8 days, meant in the second and third Paragraph of this Article,
be considered as unacceptably short, even for a careful and alert Principal, this term will be extended, at the latest, to the first moment at
which either the investigation or informing WSC will be in reason possible for the Principal.
8. The Principal is not entitled to terminate the Agreement or to fail to meet with his obligations completely or partially, or to stay or
postpone them if WSC or remiss in the correct performance of its obligations under the Agreement, unless it is a matter of gross
negligence or serious fault.
Article 13: Liability and Damages
1. WSC does not accept any liability whatever, for damages suffered by the Principal, unless they are the result of an attributable failure or a
wrongful act of WSC.
2. Should WSC insurer not proceed to pay out for any reason, or should the damages not be covered by the insurance, liability in said case
will be limited to the invoiced amount of the Agreement, with a maximum of € 12,500.–. WSC is not obliged to a further compensation
of damages or costs, under whatever name and of whatever nature, including trading loss (amongst which for instance damages through
stagnation and missed profits), immaterial damages or other consequential damages for the Principal.
4. Furthermore, WSC is not liable in case of Force Majeure, as described in Article 14 of these General Terms and Conditions.
5. The restrictions stipulated in this Article do not apply if the damage is the result of intent or gross negligence by WSC.
6. WSC is not liable to third parties for product liability resulting from a defect in a product delivered to a third party by the Principal,
which in part consisted of products and/or materials supplied by WSC.
7. The Principal indemnifies WSC for all liability towards third parties because of product liability as a consequence of a defect in a
product delivered to a third party by the Principal and which in part consisted of products and/or materials provided by WSC.
Article 14 Force Majeure, Economic Crisis
1. Circumstances beyond the will and control of WSC, whether foreseeable at the time of entering into the Agreement or not, which are of
such a nature that compliance with the Agreement can no longer in reason be asked of WSC, are to be considered as Force Majeure,
whether lasting or temporary, and will free WSC from the obligation of performance.
2. By Force Majeure are meant, amongst others: war, unrest, natural disasters, storm damage, fire, earthquakes, floods, abnormal weather
conditions, snow, falling snow, frost, floating ice, strikes, lockout or shortage of staff, shortcomings in equipment and means of
transport, state of the epidemic including Covid, traffic obstructions, theft of goods, failures of electricity supply, internet connections
and cable, telephone connections and other communication networks such as e-mail, breach of contract by third parties engaged by
WSC together with all hindrances, caused by government measures. Force Majeure on the part of suppliers and distributors, together
with delivery problems in case of addresses with so-called difficult delivery are also covered by this stipulation on Force Majeure.
3. The Parties will act in good faith and respect the legitimate interests of the other Party. The Parties will co-operate in the implementation
of The General Terms and Conditions.
Article 15 Rescission and Termination
1. Should the Principal be remiss in meeting his obligations pursuant to the Agreement, or should circumstances as set out in Paragraph 2
of this Article take place, WSC has the right to terminate the Agreement immediately prematurely, without further Notice of Default
being required. In this case the Principal will not be entitled to any compensation whatsoever, and the Customer/Principal will be
obliged to pay WSC all damages, interest and costs resulting from the premature rescission or termination.
2. Amongst others, WSC is entitled to premature rescission of the Agreement within 2 months of the occurrence of the event, as described
below: if the Principal fails to pay in a timely fashion or to meet obligations under the Agreement (including these General Terms and
Conditions), or if one of the following circumstances occurs or threatens to occur:
a. A pre-judgement attachment or execution is levied on one or more of the Principal’s assets;
b. A petition for bankruptcy is filed for the Principal;
c. the Principal is declared bankrupt;
d. the Principal is granted a moratorium on payments, whether temporary or not, or such a moratorium is applied for by the Principal;
e. the Principal dies or is placed under guardianship;
f. the Principal’s business is discontinued and/or dissolved and/or wound up and/or transferred to a third party;
g. WSC in declared bankrupt;
h. the Principal performs or omits acts, whereby the good reputation of WSC or of third parties, amongst which other Principals is
brought into serious disrepute;
i. the Principal no longer complies with rules or regulations laid down by, or pursuant to the law;
j. the Principal reports arrears in payment;
3. Should WSC already have performed the Agreement (even partially) at the moment of dissolving, this performance and the related
payment obligation will not be revoked, subject to Article 11.
Article 16: Industrial and Intellectual Property Rights
1. Should the Parties decide in the Agreement to transfer any intellectual property rights (ex. product design) or other rights from WSC to
the Principal, the Principal acquire those rights after completely met everything it is held to meet by the Agreement, especially
obligations to pay, this inclusive of interest and costs.
2. Without prior permission in writing from WSC, the Principal is not permitted to use logos, brand names, trade names or other
intellectual property rights including product design WSC in its communications (including advertisements and other forms of
publicity) with third parties.
3. In case of breach of this Article, the Principal will forfeit (for each breach) a fine of € 50,000.–, immediately due and payable, together
with a fine of € 5,000.–, for every day or part of a day that it continues to be in breach, without prejudice to his obligation to pay WSC
complete compensation in this matter, should it amount to more than the amounts of the fines given.
Article 17: Applicable Law and Competent Court
1. Agreements and further Agreements deriving from them, to which these General Terms and Conditions apply, are solely governed by
law of the country of WSC.
2. All disputes, arising from the Agreements, to which these General Terms and Conditions apply, or from other Agreements deriving
from them, including their execution, will settled exclusively by the competent Court in the district of WSC residence.
Article 18: Amendment and Explanation of the General Terms and Conditions
1. These General Terms and Conditions may be amended and adapted. Any future adaptations and amendments will also apply to
Agreements which came about before the date of amendment and adaptation, unless it has been expressly agreed upon differently in
2. The amendments and adaptations will come into effect 14 days after publication, unless it has been announced differently at publication.
Article 19: Confidential information
1. Each Party undertakes to maintain confidentiality regarding the conclusion and content of the Agreement.
2. The above obligation does not apply to information which: has been made public are disclosed in connection with an obligation
provided for by law.
Article 20: Final Provisions
1. Customer Loyalty Program is an integral part of The General Terms and Conditions.
2. In matters not regulated by The General Terms and Conditions, the relevant provisions of law of the country of WSC and
International Law shall apply.