Wholesale Terms and Conditions (Business Customers)
Wholesale Terms and Conditions (Business Customers)
1. Definitions
“Company” means Extra Energy Europe B.V.
“Products” means all Extra Joss branded goods supplied by the Company.
“Reseller” means the business customer purchasing Products for resale.
“Approved Channels” means the sales channels expressly approved in writing by the Company.
“Online Marketplace” means any third-party platform enabling the sale of goods to end customers, including Amazon, Bol.com, and similar platforms.
“Territory” means the geographic area authorized by the Company in writing.
“MAP” means the Company’s Minimum Advertised Price policy, as amended from time to time.
2. Appointment, Scope, Non-Exclusivity
The Company sells Products to the Reseller for resale only within the Territory and only via Approved Channels.
The appointment is non-exclusive. No rights of agency, franchise, or exclusivity are granted unless expressly agreed in writing.
3. Orders and Acceptance
Orders are offers to buy and are subject to written acceptance by the Company.
The Company may allocate, delay, or decline orders due to supply constraints or compliance reasons.
Non-binding forecasts may be requested by the Company to plan production and supply.
4. Prices and Payment
Prices are as quoted by the Company and exclude VAT, duties, and shipping unless stated otherwise.
Payment terms are as stated on the invoice. Late payments bear statutory commercial interest plus reasonable collection costs.
The Reseller is responsible for all taxes, duties, and import charges arising from resale.
5. Delivery, Title, and Risk
Delivery terms are as stated on the order confirmation. Risk passes on delivery; title passes upon full payment.
Partial deliveries may occur. Delivery dates are indicative and not guaranteed.
6. Brand Standards and Quality Control
The Reseller shall store, handle, and display Products in accordance with the Company’s brand and quality standards.
No relabeling, repackaging, alteration, or removal of batch codes without prior written consent.
The Reseller shall maintain FIFO rotation and comply with shelf-life and temperature requirements.
7. Channel Restrictions and Marketplaces
Sale is permitted only via Approved Channels.
Sale on any Online Marketplace is prohibited unless expressly approved in writing for specified seller IDs and storefronts.
No sales via third-party wholesale platforms, drop-shippers, or fulfillment partners that obscure origin without written consent.
No sales to other resellers or distributors without the Company’s prior approval.
8. Territory and Cross-Border Sales
The Reseller shall not sell outside the authorized Territory or target customers outside that Territory, including through language, currency, or shipping settings that indicate cross-border targeting.
The Company may sell directly or appoint other resellers globally without restriction.
9. Minimum Advertised Price (MAP)
The Reseller shall comply with the Company’s MAP policy. Advertising below MAP constitutes a breach.
The Reseller remains free to set final resale prices to the extent permitted by competition law.
No false discounts, coupon stacking, or practices that circumvent MAP.
10. Marketing and Intellectual Property
The Company grants a revocable, non-exclusive, non-transferable right to use Product images, trademarks, and marketing materials solely to promote genuine Products within the approved Territory and Channels.
All goodwill in the trademarks inures to the Company.
The Reseller shall not register or use confusingly similar domains, social handles, or advertising keywords.
11. Compliance and Recalls
The Reseller shall comply with all applicable laws, including product safety, labeling, consumer protection, data protection, anti-bribery, sanctions, and export controls.
The Reseller shall promptly cooperate with safety notices, withdrawals, or recalls and provide sell-through and inventory data on request.
Suspected safety or quality issues must be reported within two business days.
12. Tracking and Audit Rights
The Company may use batch, lot, or tracking codes to monitor diversion.
Upon reasonable notice, the Company may audit records relevant to compliance with these Terms, including sales channels, MAP adherence, and cross-border activity.
The Reseller shall keep accurate records of inventory and sales for at least three years.
13. Warranty and Returns
The Company warrants that Products conform to specifications at delivery.
The exclusive remedy for non-conforming Products is repair, replacement, or credit at the Company’s option.
No returns are accepted without prior written authorization.
If returns are accepted, a 10% restocking fee applies, unless otherwise agreed in writing.
Discounted, customized, or bulk orders are non-returnable.
14. Indemnity
The Reseller shall indemnify and hold harmless the Company from any claims, fines, losses, or costs arising from breach of these Terms, non-compliance with law, misuse of trademarks, or unauthorized resale outside the Territory or Approved Channels.
15. Liquidated Damages and Remedies
For each verified sale outside Approved Channels or Territory, or each unauthorized Online Marketplace listing, the Reseller shall pay liquidated damages of EUR 2,500 per violation and EUR 250 per day for continued non-compliance after notice.
For MAP violations, the Reseller shall pay liquidated damages of EUR 500 per SKU per incident.
These amounts represent a genuine pre-estimate of the Company’s losses, including monitoring, takedown, and reputational harm. The Company may also claim full actual damages and seek injunctive relief.
Courts may moderate liquidated damages if deemed excessive under applicable law.
16. Suspension and Termination
The Company may suspend supply or terminate for convenience with 30 days’ written notice.
Immediate termination applies for material breach, diversion, counterfeit activity, brand misuse, sanctions risk, non-payment, or insolvency.
Upon termination, all invoices become immediately due, and the Reseller shall cease using Company trademarks and remove online listings within 48 hours.
17. Confidentiality and Data Protection
Pricing, discounts, and commercial terms are confidential.
Each party shall protect the other’s confidential information and process personal data in compliance with applicable laws and any agreed data processing terms.
18. Insurance
The Reseller shall maintain adequate general and product liability insurance with reputable insurers and provide proof upon request.
19. Assignment and Sub-Distribution
No assignment, subcontracting, or sub-distribution without the Company’s prior written consent. Unauthorized transfers are void.
20. Notices
All notices must be in writing and sent to the contact addresses provided by each party. Email notices are valid upon confirmation of receipt.
21. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them are governed by Dutch law.
The courts of Amsterdam, the Netherlands, have exclusive jurisdiction, without prejudice to the Company’s right to seek injunctive relief elsewhere.
22. Miscellaneous
These Terms, together with the order confirmation, form the entire agreement between the Company and the Reseller.
No waiver of rights is valid unless in writing.
If any provision is invalid, the remaining provisions remain in effect and the invalid clause will be replaced by a valid one closest to the original intent.
Clauses on payment, confidentiality, IP, indemnity, liquidated damages, and governing law survive termination.