Terms & Conditions
Please read these Terms and Conditions ("Terms") carefully before using our website ("www.jarodistribution.com") and any services provided by JARO Distribution B.V. and JARO Distribution FZCO
Definitions:
1. Standard terms and conditions: these standard terms and conditions of sale and delivery.
2. JARO Distribution B.V.: the private limited liability company JARO Distribution B.V., having its registered office in Purmerend, The Netherlands, registered with the Chamber of Commerce under number 92080626 and having its place of business in (1446 AB) Purmerend at Binnenzeestraat 16B, hereinafter: ‘the Seller’.
JARO Distribution FZCO: the private, freezone (FZCO) company JARO Distribution FZCO, having its registered office in Dubai, The UAE, registered with the Chamber of Commerce under number DSO-FZCO-43392 and having its place of business in SILICON OASIS FREEZONE DUBAI, THE UAE, hereinafter: ‘the Seller’.
3. Buyer: any business or individual contracting with the Seller and/or intends to contract with the Seller.
4. Offer: any oral or written offer of the Seller to the Buyer including quotations and any other terms and conditions.
5. Order: any written order placed by the Buyer with the Seller for the payment and delivery of products by signing a sales order of the Seller.
6. Agreement: any contract (of sale) made between the Seller and the Buyer, any change or addition to such contract and all subsequent agreements as well as all (legal) acts in the preparation and execution of that Agreement.
7. The Parties: the Seller and the Buyer jointly.
8. Request for Quotation: an oral or written invitation by the Buyer to the Seller to issue an Offer.
Article 1 - Applicability Standard Terms and Conditions
1. The Standard Terms and Conditions apply to all Requests for Quotations, offers, Orders and Agreements, and to deliveries of products that the Seller has delivered by third parties. The Seller explicitly dismisses the applicability of any purchase conditions of the Buyer.
2. The Seller has the right to unilaterally change the Standard Terms and Conditions. The Seller will send a copy of the amended terms and conditions to the Buyer. The amended terms and conditions apply in conformity with Article 1.1 and effective from the date specified by the Seller. There must be at least one month between the provision of the amended Standard Terms and Conditions and their effective date.
3. If the Standard Terms and Conditions or an Agreement have been drafted in a language other than Dutch, that version will be for the convenience of the speakers of that language only. In all cases the Dutch text will prevail and be binding as regards the interpretation and execution of that Agreement.
4. During contracting the Parties may agree on changes and additions to these Standard Terms and Conditions. They may do so in writing only. In that event the amended provisions explicitly agreed will prevail. If the Seller varies from these Standard Terms and Conditions in one or more Agreement Agreements with the Buyer, it does not mean that such variation applies also to previous or subsequent Agreements between the Seller and the Buyer.
Article 2 - Requests for Quotations and Offers
1. The Buyer may request Quotations from the Seller both orally and in writing.
2. Offers of the Seller are not binding on the Seller and are merely an invitation to theBuyer to place an Order.
3. The Agreement comes about as soon as the Buyer’s written acceptance of the Offerhas reached the Seller. Acceptance takes effect only in the manner stated in the Seller’s Order, which also shows that the Buyer agrees to these Standard Terms and Conditions being declared applicable and if necessary to waive the applicability of its own purchase conditions.
4. If the Buyer includes reservations or changes from the Order in the acceptance, the Agreement will not come about – contrary to the preceding sentence – until the Seller has informed the Buyer that it agrees to those variations.
5. Cancellation by the Buyer of Orders/Agreements is not possible unless agreed otherwise in writing. In that case the Buyer will owe an immediately payable compensation of fifty percent (50%) of the invoice value of the products exclusive of vat, without prejudice to the Seller’s right to compensation of the actual current or future loss.
6. The Seller has the right to determine minimum quantities for Orders. If the Buyer places an Order for a lower quantity and the Seller accepts the Order, the Seller will have the right to charge additional fees as determined by the Seller, including but not limited to postage
Article 3 - Changes
1. Changes in Requests for Quotations, Offers, Orders and Agreements will be effective between the Parties only if agreed in writing between the Buyer and the Seller.
2. If changes result in an increase or decrease in costs, the resultant change in purchase price must be agreed in writing between the Parties.
Article 4 - Prices
1. The prices listed by the Seller in its Offer are exclusive of vat and are not binding on the Seller. The costs of packaging and shipping, import and export duties and levies and all other levies or taxes imposed or levied on the products and their transportation will be paid by the Buyer.
2. After an Agreement has come about, the Seller has the right to increase the agreed prices within reason in the following events, including but not limited to interim increases and/or surcharges on freights, customs tariffs, prices of goods and/or raw materials, taxes, wages, or social insurance contributions, interim increases applied by its supplier(s), and changes in monetary relations or other unforeseen circumstances that increase the price.
Article 5 - Packaging and Shipping
1. The Seller undertakes towards the Buyer to properly package the products (unless precluded by the nature of the products) and to secure the same such that they reach their destination in a good condition if transported normally. The Seller will take outthe customary products in transit insurance.
2. The Seller will deliver or ship the products for delivery to the agreed place(s) in themanner stipulated in the sales order or agreed subsequently in writing.
3. If the Seller has provided or has arranged for a third party, whether or not against payment of a (returnable) deposit, to provide pallets, crates, containers, etcetera, the Buyer must return such pallets, etcetera (unless disposable packaging is used) to the address stated by the Seller, failing which the Buyer must pay the Seller compensation.
Article 6 - Storage
1. If, for whatever reason, the Buyer cannot take receipt of the products at the agreed time while they are ready for shipment, the Seller will, if it has the possibility, store and secure the products at the Buyer’s request at the Buyer’s risk and expense, and take all reasonable measures to prevent deterioration in quality until the products have been delivered to the Buyer.
2. The Buyer must pay to the Seller all reasonable costs according to the Seller’s usual rates, or failing that, the rates common in the industry, as from the time when the products are ready for shipments or from the agreed date of delivery, whichever is the later.
3. The Buyer must have paid the costs referred to in paragraph 2 to the Seller before the Seller will proceed with shipping at the Buyer’s request.
Article 7 - Payment
1. The Seller will determine the terms of payment. The terms of payment will be stated in the invoice. The Seller will be free to demand payment in full or in part from the Buyer by way of advance before commencing with the execution of the Agreement or the Order.
2. After the Agreement has come about the Seller will send the Buyer an invoice. The Seller applies the payment term specified in the invoice unless agreed otherwise in writing. Payment must be made by transfer of the amount due into the Seller’s bank account unless the Parties have agreed otherwise in writing. Payment of the amount due to any party other than the Seller will not be regarded as payment in discharge of an obligation.
3. All amounts charged to the Buyer must be paid without discount or deduction. The Buyer never has the right to suspend and/or set off its obligations towards the Seller against its own claims against the Seller. Objections to the invoice amount or complaints about the products delivered will never entitle the Buyer to suspend payments.
4. If the Buyer does not pay the invoice within the payment term the Buyer will be automatically in default without any prior notice of default being required. As from the date of default the Buyer will owe statutory commercial interest on the amounts due per month or a portion of a month. The interest on the amount due will be calculated from the date when the Buyer is in default until the time of payment in full.
5. All judicial and extrajudicial costs incurred by the Seller to exercise its rights will be paid by the Buyer. In deviation from Dutch law in this respect, the extrajudicial costs are set at 15% of the amount concerned with a minimum of EUR 1,000 exclusive of vat. The Buyer must also pay interest on the costs of collection due.
6. If the Seller sustains loss due to the Buyer’s defaulting on payment, in whatever form, the Buyer will be liable for such loss.
7. The Buyer’s payments will be applied first towards the costs and interest due (in that order) and then towards principals and accrued interest, with older claims taking precedence over newer claims. Without being in default as a result, the Seller may refuse offers for payment if the Buyer designates another order for applying payments. The Seller may refuse full payment of the principal if the interest due and accrued and costs of collection are not paid at the same time.
8. If the Agreement has been made with more than one Buyer, all Buyers will be jointly and severally liable to fulfil the payment obligations under the Agreement (regardless of the name on the invoice).
9. In the event of termination or suspension of the Agreement the Seller will never be required to pay any form of compensation to the Buyer unless termination or suspension is due to facts and circumstances attributable to the Seller.
10. The Buyer never has the right to suspend and/or set off any of its obligations against claims against the Seller regardless whether or not those claims are due and payable.
11. Any objections to invoices, specifications, descriptions and prices must be notified to the Seller within 8 days of invoice in writing and stating reasons, failing which the Buyer will be deemed to have agreed to the entire invoice and the correctness of the invoice has been established.
Article 8 - Risk, Delivery and Delivery Terms
1. Save for the provisions of paragraphs 2 and 3 of this Article title to and risk in the products will pass to the Buyer upon delivery save in the event of storage as set out in Article 6.
2. The Seller reserves the right to deliver in consignments, in which case such deliveries will be deemed to have been made under separate agreements. The Buyer must take receipt of the products upon delivery. If the Buyer does not do so in time, it will be in default by operation of the law without any notice of default being required. In that case the Seller will have the right to store the products at the Buyer’s risk and expense or to sell the same to a third party. The Buyer will still owe the purchase price increased by statutory commercial interest and the costs of collection by way of compensation, however, minus the net proceeds from the sale to a third party where applicable.
3. Agreed delivery terms will be for indication purposes only, and cannot be regarded as final in the sense of Section 6:83 under a Dutch Civil Code unless explicitly otherwise agreed in writing by the Seller and the Buyer. The Seller will make every effort to observe the agreed delivery terms as much as possible. In the event of excess of the delivery time the Buyer will not be entitled to (damages) compensation. The Seller has the right at all times to deliver earlier. If no delivery term has been agreed the Seller will deliver the products within a term that is reasonable in the Seller’s opinion.
Article 9 - Retention of Title
1. Payment by the Buyer of the purchase price and any additional costs will be made prior to delivery by the Seller, in principle, unless agreed otherwise in writing.
2. Unless agreed otherwise in writing, and notwithstanding actual delivery, the Seller retains title to all products delivered and to be delivered by the Seller to the Buyer under any agreement until the time of payment in full of any claims of the Seller against the Buyer as consideration on whatever account, including statutory commercial interest and the costs of collection. In events in which the Seller retains title, the Buyer will not have the right to transfer or give on loan to third parties the products delivered by the Seller, as well as the products to which the Seller holds title pursuant to the retention of title. The Buyer may furthermore not pledge or otherwise transfer by way of security the products delivered under retention of title. The Buyer, however, may sell and transfer said products to third parties if part of the Buyer’s ordinary business operations. This permission will lapse by operation of the law if and when the Buyer in any way whatsoever fails to comply with its payment obligations, is granted suspension of payments or is declared bankrupt.
3. If the laws of the country of destination of the products bought by the Buyer provides for more drastic possibilities to retain title than referred to in the second paragraph, the Parties hereby stipulate that those more drastic possibilities have been agreed in favour of the Seller, on the understanding that if it is impossible to determine objectively to which more drastic possibilities these rules refer, the provisions of paragraph 2 above will remain effective.
4. If the Buyer fails in its payment obligations towards the Seller or the Seller has valid grounds to fear that the Buyer will fail in its payment obligations (including but not limited to situations set out in Article 13.1), the Seller will have the right to terminate the Agreement without any notice of default and to sell the products (to be) delivered under retention of title to third parties or to take possession of the same and to access the location of those products for that purpose. In that case the Buyer will be liable for all the Seller’s costs. The Buyer will still owe the purchase price increased the statutory commercial interest and costs of collection, by way of compensation, however, minus the net proceeds from the sale to a third party where applicable.
5. The Buyer must adequately insure the products that are the subject of the Seller’s retention of title. If and for as long as the Seller is the owner of the products, the Buyer will notify the Seller immediately in writing if the products or part thereof are lost or have been damaged or the products have been seized and/or otherwise claims are exercised against (any part of) the products.
6. If the Buyer fails to comply with its obligations or if there is a reasonable fear that the Buyer will not comply with its obligations the Seller will have the right to (cause others to) remove the products delivered under retention of title from the Buyer or third parties holding the products for the Buyer. The Buyer must fully cooperate on pain of an immediately payable penalty of 20% of all amounts due by the Buyer to the Seller per day or portion of a day that the Buyer fails to comply with this obligation, without prejudice to the Seller’s right to demand performance of the obligations set out in the preceding sentence and/or compensation.
7. By way of additional security of the Seller for payment the Buyer will at the Seller’s first request sign a deed creating an undisclosed pledge and register this deed with the Tax and Customs Administration. If the Buyer refuses, this provision will be an irrevocable power of attorney of the Buyer to the Seller to establish the pledge.
Article 10 - Force Majeure
1. In the event of force majeure the Seller has the right to suspend delivery of the products or to terminate the Agreement in whole or in part. In that case the Buyer will not be entitled to compensation.
2. Force majeure on the part of the Seller applies if after entering into the Agreement the Seller is prevented from complying with its obligations under this agreement or from making preparations due to causes including but not limited to war, war risk, civil war, terrorism, riots, acts of war, pandemics or epidemics, fire, water damage, floods, industrial action, factory occupation, exclusion, import and export restrictions, government measures and sanctions, trade boycotts, defects in equipment, breakdowns in power supply, both in the Seller’s business and that of third parties from whom the Seller buys and/or must purchase the required materials and raw materials in whole or in part, or third parties responsible for storage or transportation, whether or not under own management, and furthermore all other causes arisen through no fault or beyond the control of the Seller.
3. If delivery is delayed by more than two months due to force majeure, the Buyer will also have the right to terminate the Agreement. In that case the Seller will be entitled only to compensation of the costs incurred.
4. If a situation of force majeure arises as set out above, while the Agreement has been executed in part already, the Buyer, if the remaining delivery is delayed by more than two months due to force majeure, will have the right to retain either the part of the products already delivered and to pay the relevant purchase price, or to terminate the Agreement also for the part already executed, subject to the obligation to return the products already delivered to the Seller at the risk and expense of the Buyer if the Buyer can demonstrate that the part of the products already delivered can no longer be used effectively by the Buyer because the remaining products will not be delivered.
Article 11 - Warranties, Quality and Termination
1. The Seller warrants and represents to the Buyer that the Seller buys from strictly selected suppliers. The Seller makes every effort to obtain far-reaching product warranties from those suppliers. The quality of the products will be randomly checked by the Seller upon delivery by those third parties to the Seller. To the Seller’s knowledge the products delivered or to be delivered to the Buyer are original, new, in perfect condition and comply with EU specifications. However, because of large-scale acquisition worldwide the Seller cannot guarantee that this applies to all products bought by the Buyer. In other words: the Seller cannot guarantee that all products are free from infringement of third party intellectual property rights.
2. The Buyer must (cause others to) inspect the products carefully within 24 hours after delivery. If the products delivered are not free from the infringements referred to in the second paragraph, the Buyer must inform the Seller also within 24 hours of delivery. The Seller will then (cause others to) examine the products as soon as possible and/or refund part of the purchase price after partial termination of the Agreement or deliver replacement products to the Buyer. In both cases the infringing products must be returned to the Seller at the Seller’s expense.
3. The Seller does not guarantee that the products are fit for the purpose intended by the Buyer, not even if such purpose has been disclosed to the Seller, unless otherwise agreed between the Parties.
Article 12 - Termination
1. Without prejudice to the other rights of the Seller under the Standard Terms and Conditions or the law, the Seller has the right to prematurely terminate the Agreement with the Buyer with immediate effect and without any judicial intervention in whole or in part by giving notice in writing without being required to pay any compensation and without prejudice to all its other rights, in the events listed below:
I. If the Buyer fails to comply with one or more of its obligations under an Agreement;
II. If the Buyer becomes the subject of insolvency proceedings, including but not limited to the Buyer’s being declared bankrupt or being granted suspension of payments, a petition for bankruptcy is filed by or against the Buyer, or a request for suspension of payments and if the Buyer offers its creditors a composition, whether in or out of court;
III. If the Buyer’s business is discontinued or at risk of being discontinued;
IV. If a third party levies attachment against the Buyer;
V. If after entering into the Agreement, the Seller learns about circumstances that constitute a valid ground to fear that the Buyer will not comply, not correctly and/or not time with its obligations, and/or if in the Seller’s opinion the collection of current or future claims cannot be secured;
VI. If the Buyer does not, not fully or not in time comply with its obligations under any Agreement made between the Seller and the Buyer or by law and is in default;
VII. If due to the delay on the Buyer’s part the Seller can no longer be expected to honour the Agreement on the terms and conditions originally agreed;
VIII. If circumstances arise of such nature that compliance with the Agreement is impossible or if otherwise circumstances arise such that the Seller cannot reasonably be expected to maintain the Agreement without any changes.
IX. If the Seller discontinues its business operations or if the Seller, for whatever reason, no longer has the right to use all or any of the trademarks and/or intellectual property rights.
2. Upon termination of the Agreement all the Seller’s claims against the Buyer will become immediately due and payable.
3. If termination is attributable to the Buyer the Seller will be entitled to compensation of the loss sustained, including costs.
4. If an Agreement between the Buyer and the Seller is terminated, the Seller will have the right to also terminate related Agreements and/or Orders with immediate effect.
Article 13 - Liability Buyer and Indemnity
1. The Buyer is liable for all loss and damage (both direct and indirect, material and immaterial, including personal injury), loss, costs and expenses that the Seller, its affiliated companies or third parties sustain due to or in connection with a failure by the Buyer in executing an Agreement, regardless whether such loss or damage was caused by the Buyer, its personnel or any other (legal) person or good for which the Buyer is liable.
2. The Buyer indemnifies the Seller and its affiliated companies fully against all third-party claims regarding loss, damage, costs and expenses of third parties that arise from or are related to a failure in the execution of an Agreement by the Buyer, whether or not as a result of claims or proceedings filed, or threat of the same, and any claims on account of the infringement of any intellectual property rights in connection with the products delivered.
3. If the Seller is held liable by third parties on the above account, the Buyer must assist the Seller both in and out of court and to do anything that can be expected in such case without any delay.
4. The Buyer must always make every effort to limit the loss. If the Buyer fails to take adequate measures, the Seller has the right to take such measures itself, without notice of default. All costs and loss incurred by the Seller and third parties as a result will be fully at the Buyer’s risk and expense.
Article 14 - Liability of Seller
1. The Seller’s liability is limited to delivering products as set out in the Standard Terms and Conditions.
2. Any additional liability for any direct or indirect loss sustained by the Buyer is hereby excluded. ‘Direct loss’ should be understood to mean exclusively:
a. The reasonable costs the Buyer would have to incur to make the Seller’s performance comply with the agreement. This loss, however, will not be paid if the Buyer has terminated the agreement;
b. Any reasonable costs incurred to determine the cause and extent of the loss, insofar as such determination refers to direct loss as referred to in this paragraph;
c. Any reasonable costs incurred to prevent or limit loss, insofar as the Buyer demonstrates that those costs led to a limitation of direct loss as referred to in this paragraph.
3. The Seller’s liability for indirect loss sustained by the Buyer, including consequential loss, immaterial loss (such as reputational damage), trading loss or environmental damage, loss of profits, lost savings and/or loss of earnings and sales, loss caused by business interruptions and all other items of loss not listed in this paragraph is hereby excluded.
4. The Seller’s liability for personal injury of natural persons or third parties affiliated with the Buyer is hereby excluded.
5. If pursuant to the provisions of paragraphs 1 to 3 inclusive of this Article the Seller for whatever reason would be required to pay for any loss after all, the compensation per incident or series of related incidents with a joint cause will never exceed and be limited explicitly to EUR 25,000 exclusive of vat, or an amount equal to the invoice amount exclusive of vat for the pertinent products delivered, if that amount is less than EUR 25,000. The Seller will then be liable for the lower amount of the two.
6. The limitations of liability in paragraphs 1 to 4 inclusive will not apply if the loss in question has been caused by wilful intent or negligence of the Seller or its most senior executives.
7. Any terms and conditions limiting, excluding or ascertaining liability that third parties can hold against the Seller may be held by the Seller against the Buyer as well.
8. All employees or contractors of the Seller may rely on this Article towards the Buyer and to third parties if necessary.
Article 15 - Applicable Law
1. Dutch law applies to all requests for quotations, offers, (sales and purchase) Orders, (sales)agreements made including these standard terms and conditions of sales and delivery.
2. Agreements with JARO Distribution FZCO shall be governed by the laws of the United Arab Emirates.
Article 16 - Disputes
1. In the event of a dispute between the Parties further to the agreements made and/orto be made between them the Parties will first try to resolve the dispute in joint consultation.
2. If the consultation referred to in paragraph 1 does not result in a resolution the disputewill be submitted by exclusion to the Court of Noord-Holland, location Purmerend,unless otherwise required by mandatory rules of jurisdiction.
Article 17 - Tax Compliance and Legal Responsibilities
1. Any party entering into a purchase or sale agreement with JARO Distribution B.V. or JARO Distribution FZCO is required to comply with all applicable tax laws, including but not limited to income tax, sales tax, and any other relevant governmental levies. It is the sole responsibility of the Buyer or Seller to ensure that all taxes, duties, and obligations imposed by local, national, or international tax authorities are duly paid.
2. JARO Distribution B.V. and JARO Distribution FZCO shall not be held liable for any failure by the Buyer or Seller to fulfill their tax obligations, including but not limited to the non-payment of taxes, misrepresentation, or fraudulent activity related to taxes. Any legal or financial consequences arising from a failure to comply with applicable tax laws shall rest solely with the defaulting party.
3By engaging in business transactions with JARO Distribution B.V. or JARO Distribution FZCO, the Buyer or Seller warrants that they are not currently involved in, nor have they been convicted of, any criminal proceedings related to trade, money and securities, bribery, non-compliance with economic sanctions, terrorism financing, or any other financial crime.
JARO Distribution B.V. and JARO Distribution FZCO shall not be held liable for any involvement of the Buyer or Seller in criminal activities, including but not limited to money laundering, fraud, bribery, or violations of international sanctions. Should it be discovered that the Buyer or Seller is involved in such activities, JARO Distribution B.V. and JARO Distribution FZCO reserve the right to immediately terminate any agreements and pursue legal remedies, without incurring any liability.
The Buyer or Seller agrees to indemnify and hold harmless JARO Distribution B.V. and JARO Distribution FZCO against any claims, damages, or penalties arising from their involvement in criminal or unlawful activities, including any failure to comply with relevant laws or regulations.