Terms of Sale

1. Applicability

These Terms of Sale (“Terms”) apply to all offers, sales, and deliveries of products by J.S. Company B.V. (“Seller,” “we,” “us,” or “our”) to business customers (“Buyer,” “you,” or “your”). These Terms prevail over any conflicting terms proposed by Buyer. Any deviations from these Terms require our explicit written consent.

2. Ordering

2.1 Order Placement

Orders may be placed through our website, via email, phone, or WhatsApp. All orders are subject to acceptance by Seller. Order confirmation does not constitute acceptance; acceptance occurs when we issue an invoice or ship the products.

2.2 Order Confirmation

After receiving your order, we will send an order confirmation acknowledging receipt. This confirmation is not acceptance of your order. We reserve the right to refuse or cancel any order for any reason, including but not limited to:

• Product availability issues
• Errors in product descriptions or pricing
• Suspected fraudulent activity
• Inability to verify payment or business credentials
• Export restrictions or sanctions

2.3 Minimum Order Requirements

Unless otherwise agreed in writing, the following minimum order values apply:

• First-time orders: No minimum (subject to product availability)
• Standard wholesale orders: €500 per order
• Pallet orders: Custom pricing available
• Container loads: Special volume discounts apply

3. Pricing & Payment

3.1 Pricing

All prices are quoted in Euros (EUR) and are exclusive of VAT and other applicable taxes, duties, or shipping charges unless otherwise stated. Prices are subject to change without notice. The price in effect at the time of order confirmation will apply.

3.2 Taxes & Duties

Buyer is responsible for all applicable taxes, customs duties, and import fees. For EU customers, VAT will be added at the applicable rate. For non-EU customers, VAT is not charged but Buyer is responsible for import duties and local taxes.

3.3 Payment Terms

Payment terms are as follows:

• Standard Orders: 100% prepayment by bank transfer or credit card before shipment
• Established Customers: Net 15 or Net 30 days upon credit approval
• Large Orders: 50% deposit with balance prior to shipment, or Letter of Credit (L/C)

3.4 Accepted Payment Methods

We accept the following payment methods:

• ✓ Bank Wire Transfer (SEPA / SWIFT)
• ✓ Credit Cards (Visa, Mastercard, American Express)
• ✓ PayPal (for smaller orders)
• ✓ Letter of Credit (for large international orders)

3.5 Late Payments

If payment is not received by the due date, we reserve the right to:

• Charge interest at the rate of 1.5% per month or the maximum allowed by law
• Suspend further deliveries until payment is received
• Cancel any outstanding orders
• Recover collection costs and legal fees

4. Shipping & Delivery

4.1 Shipping Methods

We offer various shipping options including express air freight, EU road transport, and ocean freight. Shipping costs are calculated based on order volume, destination, and selected shipping method.

4.2 Delivery Timeframes

Estimated delivery times are provided for guidance only and are not guaranteed unless expressly stated in writing:

• EU Express (Road): 24-48 hours
• International Air Freight: 2-7 business days
• Ocean Freight: 20-40 days depending on destination

4.3 Shipping Costs

Shipping costs are calculated based on weight, volume, destination, and shipping method. A shipping quote will be provided before order confirmation. For larger orders, shipping may be included in the price.

4.4 Delays

We are not liable for delays caused by circumstances beyond our reasonable control, including but not limited to customs clearance, weather, carrier delays, or strikes. We will notify you of any known delays and work to resolve them promptly.

4.5 Partial Shipments

We reserve the right to make partial shipments. Each partial shipment will be invoiced separately, and payment is due according to the applicable payment terms.

5. Inspection & Acceptance

Buyer shall inspect all products immediately upon receipt. Any claims for shortages, damages, or non-conforming goods must be reported in writing within 48 hours of delivery. Failure to report within this timeframe constitutes acceptance of the products as conforming to the order.

For claims of damage during transit, please document with photographs and retain all original packaging for carrier inspection.

6. Returns & Refunds

6.1 Returns Policy

Due to the nature of our products and wholesale operations, returns are accepted only under the following conditions:

• ✓ Products are defective or damaged upon receipt (reported within 48 hours)
• ✓ Products do not match the ordered specifications (reported within 48 hours)
• ✓ Return is authorized by us in writing with a Return Merchandise Authorization (RMA) number

6.2 Non-Returnable Items

The following items are not eligible for return:

• Custom or special order products
• Products that have been opened, used, or altered
• Perishable goods (edible oils, confectionery, etc.)
• Products with expired shelf life
• Clearance or discontinued items

6.3 Refund Process

Approved returns will be refunded to the original payment method within 14 days of receiving and inspecting the returned products. Shipping costs are non-refundable. Buyer is responsible for return shipping costs unless the return is due to our error.

6.4 Cancellation

Order cancellation requests must be submitted in writing. If the order has not yet been processed or shipped, we may accept cancellation. Once shipped, cancellations are not possible. Cancellation fees may apply.

7. Title & Risk

Title to products passes to Buyer upon full payment. Risk of loss or damage passes to Buyer at the time of delivery to the carrier (for shipments) or upon pickup (for local deliveries). We recommend purchasing shipping insurance for valuable shipments.

8. Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond its reasonable control, including but not limited to: acts of God, war, terrorism, riots, embargoes, government actions, strikes, labor disputes, supplier failures, transportation delays, fires, floods, pandemics, or natural disasters.

If a force majeure event occurs, the affected party shall notify the other party promptly and the performance period shall be extended for the duration of the event. If the event continues for more than 30 days, either party may cancel the affected order without liability.

9. Limitation of Liability

To the maximum extent permitted by law, Seller’s total liability for any claim arising from or related to these Terms or the sale of products shall not exceed the purchase price paid by Buyer for the specific products giving rise to the claim.

In no event shall Seller be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of business, or loss of data, even if advised of the possibility of such damages.

This limitation applies regardless of the theory of liability (contract, tort, negligence, or otherwise).

10. Warranty Disclaimer

Except as expressly provided in these Terms or required by applicable law:

• All products are sold “AS IS” and “WITH ALL FAULTS”
• Seller disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Seller does not warrant that products will meet Buyer’s specific requirements or that product performance will be uninterrupted or error-free

Some jurisdictions do not allow limitations on implied warranties, so this limitation may not apply to you.

11. Governing Law & Dispute Resolution

11.1 Governing Law

These Terms and any sale of products shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the sale of products shall first be attempted to be resolved through good faith negotiations. If not resolved within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the courts of ‘s-Hertogenbosch, Netherlands.

11.3 Alternative Dispute Resolution

Both parties may agree to resolve disputes through mediation or arbitration before resorting to litigation. Any such agreement must be in writing.

12. Contact Information

For questions regarding these Terms of Sale, please contact us: