Recitals

WHEREAS, EUROARLL SALES SRL has developed a complex service and a fulfillment platform, which is defined as the service whereby an operator takes over the entire order fulfillment process on behalf of an online store, from warehousing, order taking, packaging and delivery, using cloud-based order management, reporting, and tracking systems;

WHEREAS, the Seller wants to convert its indirect operating costs arising from operations such as warehousing, order taking, merchandise management, invoicing, packaging, and preparation for delivery into a direct cost related to the number of fulfilled orders and the quantity of goods in stock, considering that the Seller carries out direct or online sales activities via its own platform or the platforms of other online players;

WHEREAS, by the terms and conditions set out in the fulfillment services agreement (made and entered into by and between Euroarll Sales and the Seller), and in these general terms and conditions attached to the fulfillment services agreement, the Seller has confirmed and is willing to grant Euroarll Sales SRL the right to operate e-fulfillment services, either directly or through a third-party partner, Euroarll Sales having the right to store the Products at premises other than those belonging to it.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is at this moment acknowledged by the Seller and Euroarll Sales SRL, the Seller confirms that these terms and conditions fully reflect its entire will and accepts to be bound by the same in fulfilling its obligations under the fulfillment services agreement, it is understood and agreed by the parties that these general terms and conditions shall form an integral part of the fulfillment services agreement. By signing the fulfillment services agreement, the parties acknowledge their full, express and unequivocal acceptance of these general terms and conditions related to the fulfillment services agreement.

Definitions

Euroarll Sales: The ARLL Fulfillment website (www.arllfulfill.eu) is operated by EUROARLL SALES SRL (the Administrator), acting as a professional entity under GEO No. 34/2014 – regarding consumer rights in contracts concluded with professionals. The company is headquartered in Mădei village, no. 219, Borca commune, Neamț county, registered in the Trade Register under number J27/370/2018, with CUI 39198427. Contact details: phone: 0757.239.805 or 0746.529.883, working hours Monday–Friday, 9:00 AM – 5:00 PM, and email: office@arllfulfill.eu. By using the website (including accessing, browsing, and purchasing services from this site), you implicitly agree to comply with the terms and conditions stated in this document, with all the effects and consequences arising from it.
Seller: The legal person or any legal entity that benefits from the fulfillment services provided by Euroarll Sales according to a fulfillment services agreement executed with Euroarll Sales;
Agreement: The legal agreement of which these general terms and conditions are an integral part, as well as any and all annexes and addenda governing the contractual relationship between Euroarll Sales and the Seller regarding the fulfillment services provided by Euroarll Sales to the Seller in exchange for the Price, by granting Seller access to these services through the Euroarll Sales software application, following the terms of the legal agreement and these General Terms and Conditions;
Products: The products marketed by the Seller through the online sales platform used by Seller;
Euroarll Sales application: The software application using cloud-based management systems through which Euroarll Sales grants the Seller access to the fulfillment services, which include, but are not limited to, the following operations: storage of the Products owned and sold by the Seller, management of the Products, taking orders from the online sale platform used by Seller, Product invoicing on behalf of the Seller, packaging and preparation for delivery of each order, and fulfillment of orders on behalf of the online store used by Seller. The Euroarll Sales Application shall be deemed to include any Plugin/Module developed by Euroarll Sales to connect the online stores to its services.
Client: The natural person or any legal entity that is the addressee of the order placed by the Seller in the Euroarll Sales Application
Order: Request sent by the Seller through the Euroarll Sales Application regarding the preparation for delivery to the Client of Seller’s Products kept in Euroarll Sales’s warehouses.
Storage order: Request sent by the Seller to Euroarll Sales, whereby the latter is instructed to initiate the e-fulfillment services, consisting of Seller communicating to Euroarll Sales the codes and designation of the Products subject to the storage order, the quantity, date, address and delivery schedule, as well as any other additional requests/information required by Euroarll Sales to fulfil the purpose of the Agreement.

Product Storage. Orders. Seller’s and Euroarll Sales’s Obligations

1.1. Any natural or legal person or any other legal entity wishing to benefit from Euroarll Sales’s fulfillment services may enter into a business relationship with Euroarll Sales after signing the fulfillment services agreement and completing the Euroarll Sales Platform registration process. For registration, the natural/legal person / legal entity has to create an account / request Euroarll Sales to create an account in its name on the Euroarll Sales Online Platform, fill in the requested information and upload the documents required for registration, upload the Product catalogue as well as their attributes (including, but not limited to, product type, size, weight etc.). The Seller represents and warrants that the information and documents made available to Euroarll Sales during the registration process are timely, accurate and complete.
The Seller will subsequently send to Euroarll Sales a storage order instructing it to initiate the e-fulfillment services for itself and stating the codes and designation of the Products subject to the storage order, the quantity, date, address, and delivery schedule, as well as any other additional requests/information required by Euroarll Sales to fulfill the purpose of the Agreement (“Storage Order”).

1.2. Within 48 (forty-eight) working hours following the issuance of the Storage Order, Euroarll Sales undertakes to confirm (either in writing via e-mail or the Euroarll Sales Online Platform) the Product storage and take-over order and the place (county, locality, address) where the Products will be stored. Any Storage Order not containing the information in the previous paragraph will not be confirmed within the set time limit and may be refused or partially accepted by Euroarll Sales. Thus, the reception must be communicated and announced in advance by the Client within a minimum of 2 (two) working days.

1.3. The Seller undertakes to deliver the Products related to every Storage Order within the time limit and in the quantities confirmed by Euroarll Sales, according to the accepted Storage Order, at the storage facility communicated by Euroarll Sales in the notice of receipt of the order or in the response automatically generated by the Euroarll Sales online Platform.

1.4. The Parties undertake to fulfil and understand to be responsible for the fulfilment of the following obligations regarding the storage, handling, taking over and delivery of the Products to the end customers and the processing of returns from the end customers as follows:

Euroarll Sales with this undertakes:
a) to process on behalf of the Seller Orders for its Products
b) to store Seller’s Products under the terms and conditions outlined in this Agreement
c) to process Seller’s Orders through its own cloud-based systems for order management, registration, processing, reporting and tracking.
d) to start taking orders placed by the end customer and prepare the parcels for delivery within 48 (forty-eight) working hours following the takeover of Seller’s goods, the Seller understanding that much time is required for the acceptance and shelf placement of the Products. Euroarll Sales accepts this time limit for orders of up to 800 products only (50 SKU maximum), always provided that the Products have, at the time of the takeover, labels showing the specific codes previously communicated in the Storage Order. The parties agree that the operation whereby Euroarll Sales cannot perform a standard takeover of Seller’s Products due to the absence of the barcodes required by the Seller (or any other type of code required by Euroarll Sales) or in case of additional quantities sent by Euroarll Sales shall be considered stocktaking (and therefore charged at a rate of 10 euro cents per piece of product).
e) to take the Orders and issue the invoice on behalf of the Seller (should the Seller choose so), to carry out the pick and pack operations, to issue air waybills (transport documents) and prepare the Products for the picking of the parcel/parcels by the courier service to have them delivered to the end customers. For Euroarll Sales to perform the invoicing service on behalf of the Seller, the latter will authorise Euroarll Sales and provide it with all the mandatory information specified in the national legislation regarding the invoicing process.
f) to allow the Seller access to its cloud-based reporting system using the username and password received upon conclusion of the Fulfillment Services Agreement, which shall enable the Seller to view the number of Orders and the stock. Stocks are updated every 24 hours at the minimum.
g) depending on the monthly volume of Orders taken and fulfilled by Euroarll Sales, the latter will calculate and invoice to the Seller the price of the e-fulfillment services according to the Pricelist in Schedule 1 to the Fulfillment Services Agreement signed by the parties, of which these General Terms and Conditions form an integral part.
h) to operate between 09:00 AM and 05:00 pm, from Monday to Friday, during regular working days. Euroarll Sales shall prepare for the delivery of Seller’s online orders registered on working days until 1 PM before the end of the day. This term is assumed by Euroarll Sales only if two conditions are cumulatively fulfilled: orders must be automatically taken (plugin or API integration) from the cloud-based reporting system made available to the Seller by Euroarll Sales, and only if Euroarll Sales ensures the transport of these Products to the final customer. Orders placed on Saturdays, Sundays, and on bank or public holidays will be processed and handed over to the courier until the end of the first working day following the non-working day. These terms apply to standard online orders of up to 10 products identified with barcode labels, according to the order placed by the Seller in the Euroarll Sales Application. For larger orders, the parties shall agree upon and outline in the agreement the time limits for order preparation. These terms do not apply to products not labelled as per Seller’s order. Moreover, Euroarll Sales will not process orders while stocktakes of Seller’s products are performed.
Orders wrongly delivered due to Euroarll Sales’s fault will not be considered eligible for settlement by the Seller, and Euroarll Sales will not include them in the invoice. For orders delivered to the wrong address due to Euroarll Sales’s fault, Euroarll Sales shall bear the return and re-shipment costs.
i) to take out an insurance policy for the entire acquisition value of Seller’s Products kept in its warehouses. In this case, the “entire acquisition value” shall mean the acquisition value of the Products (the invoice shall serve as a supporting document in case a compensation claim is filed for an insured event). If the value of the insurance premium is higher than 3% of the annual value of the provided services, the excess can be recharged to the Seller. In case of an insured event, Euroarll Sales will use the amount received as compensation to indemnify (to the extent of the value of the insurance policy) the Seller up to the amount of the incurred loss. The “amount of the incurred loss” shall mean the acquisition value (the invoice shall serve as a supporting document in case a compensation claim is filed for an insured event).
j) to receive the Products (Product unloading and storage costs shall be borne by Euroarll Sales) from the Seller, provided always that the Seller shall comply with the data contained in the acknowledged Order, the deadlines, the unloading schedules of the Euroarll Sales warehouses, the agreed delivery addresses, the quantity, type and quality of the Products received from the Seller, the loading and palletising structure. The costs for transporting it to the place of delivery indicated by Euroarll Sales will be borne exclusively by the Seller.
k) Euroarll Sales, at this moment, represents and warrants that, at any time, the stocks reported in the Euroarll Sales Application are consistent with the physical stocks existing in its warehouses, which constitutes the book value. If, however, the Seller requests a physical stocktaking, Euroarll Sales will perform this stocktaking on dates mutually agreed upon by the parties. The Seller knows and accepts that any requested physical stocktaking will be invoiced as an order without taking into account the weight of the products. During the stocktaking, Euroarll Sales’s obligations related to order processing and preparation of the packages for delivery shall be suspended. Euroarll Sales will cover any inventory stock discrepancies attributable to Euroarll Sales up to the acquisition value proven by the Seller based on the stocktaking report and the tax invoice issued by the Seller within a maximum of 15 calendar days from issuance of the relevant invoice.
l) From the moment of the takeover of the Products from the Seller, Euroarll Sales shall ensure the preservation of the Products and shall take all appropriate measures to prevent their deterioration/alteration/degradation/ destruction/disappearance/loss. Furthermore, Euroarll Sales undertakes not to dispose of/mortgage/pledge or constitute any other charge or encumber in any way the Products subject to the Agreement. Euroarll Sales understands and agrees that by signing this Agreement, it does not acquire any title or other right regarding Seller’s Products unless otherwise expressly stated. However, Euroarll Sales cannot guarantee to its Sellers that the Products will not naturally be altered in the warehouses, and the Seller understands, declares and guarantees Euroarll Sales that it will not be able to claim any compensation (of any nature) for the Products that have been degraded naturally;
m) Euroarll Sales shall promptly inform the Seller about any factual or formal disturbance from any third party regarding the Products taken over from the Seller and shall take all necessary measures to ensure their preservation and limit losses;

The Seller with this undertakes:
a) to deliver to Euroarll Sales a Storage Order at least 48 hours before the delivery of new Product stocks (as specified in the Storage Order). In case of non-compliance with such a deadline, the Seller will have to pay an additional fee of EUR 30 + VAT/order. For purposes related to Product storage and the preparation of orders for delivery to the Clients, the Seller has to make available to Euroarll Sales all materials required to prepare the orders for delivery. Such materials shall include, without limitation (depending on the specifications requested by Euroarll Sales), the materials, documents, photographs, information, technical characteristics and specifications of the Products, etc., required for the documentation and handling of the Products within the warehouse. The materials shall be prepared in the format specified by Euroarll Sales for the correct and complete handling of the Products through Euroarll Sales. Any Product delivered with the intent to be managed and handled by Euroarll Sales, without the Seller making available the necessary material requested by Euroarll Sales, will be accepted subject to Euroarll Sales’s agreement.
b) to send, before submitting the Storage Order and whenever changes occur, the information specific to each Product/category of Products/model that Euroarll Sales needs to know for the work performed and the operations it needs to perform in connection with the storage and handling of the Products. Thus, the Seller will provide the necessary information regarding the storage, handling, transport using loading equipment, marketing, and maintenance; concerning each SKU (stock keeping unit), it will communicate the volume and weight of every type of product for Euroarll Sales to be able to issue the invoice and the AWBs. The Seller will make every effort to ensure the proper storage of the Products by Euroarll Sales;
c) transmit the Products to Euroarll Sales, observing the manufacturer’s specifications valid at the time of submission of the Order and the security, compliance, quality, and packaging requirements by the Romanian and European legislation in force. Euroarll Sales will prepare the Products for delivery to the end Clients in the same manner they were received (to the extent that such a thing is possible considering the Product’s specifications and the packaging method).
d) to notify courier companies or other carriers of their obligation to load the packages to be delivered to the end clients at Euroarll Sales’s warehouses only until 05:00 PM, in case the delivery is carried out under an agreement executed directly between the Seller and courier company or other carrier.
e) The measurement, handling, loading, shipping and transport of the Products to the place of delivery indicated by Euroarll Sales will be performed by the Seller at its expense.

1.5. To comply with the obligations stipulated in section 2.4, the Seller shall guarantee that the Products sent for storage meet the following conditions:

• The Products are delivered in packaging capable of ensuring their integrity/rigidity during transport, handling and storage;
• for each SKU (stock-keeping unit), the Seller has to communicate the volume and weight of every product;
• The Products are delivered in packaging capable of ensuring their integrity/rigidity during transport, handling and storage (polystyrene, foil). The products will be delivered in packaging that complies with good use and quality standards.

Product Takeover at the Storage Facilities

2.1. Euroarll Sales representatives will accept the quantity of the Products subject to each Order at the time and place of delivery specified in the acknowledged Storage Order after verifying compliance with the requirements stated in the Order. Seller shall be notified of any quantitative discrepancies.

2.2. Considering that Euroarll Sales accepts the delivered Products for the exclusive purpose of their storage and preparation for delivery to the end customers, the Parties agree that acceptance, as regards the quality of the Products, will be performed under the conditions laid down in section 3.1 and will be limited to the apparent defects of the packaging (the largest packaging in which the Products have been delivered).

2.3. The apparent defects of the Products or the quantitative deficiencies that could not be ascertained at the time of acceptance will be notified to the Seller as soon as possible when and if they are found.

2.4. Title to the Products handed over by the Seller to Euroarll Sales will remain vested in the Seller. The risks of destruction, disappearance, loss or fortuitous loss of the Products covered by this Agreement shall pass from the Seller to Euroarll Sales at the time of their takeover by Euroarll Sales, by the stipulations of the agreement executed by and between the parties and of section 2.1 or wherever else in the agreement of the parties.

Refusing Delivery and Returns of the Products in the Storage Facilities

3.1. Upon taking delivery or within the time limit stipulated in section 3.3., Euroarll Sales may ascertain that:

• The quality of the Product and the packaging does not comply with the specifications provided to Euroarll Sales;
• The code of the Products is not identical to the product code in the Seller’s Order or the code agreed upon by the parties;
• The Products and/or the packaging are damaged;
• Other Products than those specified in the Order approved by Euroarll Sales are delivered;
• The Products are not delivered in the quantity specified in the Order approved by Euroarll Sales;
• The Products are not delivered at the time and/or place specified in the Order approved by Euroarll Sales;
• The Products do not comply with the applicable legal provisions regarding transport and marketing;
• The relevant authorities have prohibited the Products;
• Other cases contemplated in these general terms and conditions of the fulfillment services agreement or provided for by the Romanian and European legislation in force.

3.2. Should Euroarll Sales apprise the Seller, on the occasion of the acceptance as regards quantity or within the period stipulated in section 3.3, of one or more of the situations referred to in section 4.1., Euroarll Sales will have the following options:

• refuse delivery of the Order, and return the Products at Seller’s expense;
• partially accept the Products if a quantity less than that specified in the Order is delivered or certain products do not comply with the Order

3.3. In all the cases listed above, in the event of a refusal to take delivery of the Products, the cost of taking over and shipping the Products will be borne by the Seller. Euroarll Sales will prepare the Products for return and let the Seller know, by e-mail or other means of communication, the status of the stock of Products to be returned and where the Seller is to collect the returned Products. The Seller will have an obligation to organise the transport of the returned Products, at its expense, within one business day (from receipt of Euroarll Sales’s notification).

3.4. If, after receiving Euroarll Sales’s notification, the Seller refuses to take over or is late in taking over the returned Products, Euroarll Sales will be entitled to store the Products at the Seller’s expense, and the Seller will bear all costs incurred with the storage.

3.5. The Seller shall deliver the Products with a return option, which means that Euroarll Sales will be able to return 100% of the non-compliant Products if they do not comply with the Order and/or the General Terms and Conditions of the Fulfillment Services Agreement and/or the legislation in force.

3.6. If, for any reason, restrictions are imposed by any relevant authority concerning the storage of the Products by Euroarll Sales, the Seller undertakes to accept the return of the Products concerned by the restriction within a maximum of 5 (five) working days from the date of receipt of Euroarll Sales’s notification.

3.7. If the return of Products is forbidden or restricted by law and/or the Seller refuses to take over the Products, Euroarll Sales will endeavour to destroy the Products, and the Seller will bear all the expenses incurred in the process. In this respect, Euroarll Sales will send the Seller a notification stating the designation of the Product, the quantity and the reason for the Product being destroyed 5 (5) business days before the destruction process. The costs incurred in destroying the Products will be refunded to Euroarll Sales within 3 (three) days.

3.8. None of the costs listed in this section, without limitation, are or will be borne by Euroarll Sales: the costs incurred in connection with the packing, transport, transport insurance, travel costs of the personnel accompanying the Products, handling outside the warehouse facilities, customs duties and charges, surcharges, excise duties, destruction of perishable goods by the legal regulations in force (if any), any situation contemplated in section 4.7 or elsewhere in the agreement, etc. Suppose the Client chooses to exercise its right to withdraw from the distance agreement or submit an Application for the return of the Products for any reason. In that case, Euroarll Sales shall have no responsibility whatsoever, the responsibility for reimbursing to the Client the price of the returned Products within the time-limit fixed for that purpose in the applicable Regulations lying solely with the Seller.

Product Conformity. Warranty

4.1. The Seller shall be solely responsible to the end customers for any lack of conformity of the Products found by the customers who purchase the Products on the sales platforms. The warranties for the Products are the sole responsibility of the Seller.

4.2. The Seller shall be held liable to Euroarll Sales, as well as to any third party, including but not limited to associations of consumers, control bodies, authorities, clients, etc., for any acts and/or damages that may be caused to them as a result of the lack of conformity or defects in Products.

4.3. Should any penalties be imposed on Euroarll Sales (as applicable) by the relevant authorities, including as a result of legal actions initiated against the Seller on account of its failure to comply with the legal provisions on the marketing of Products, as regards the Products delivered to Euroarll Sales for storage, the Seller undertakes to compensate in whole the damage and pay the penalties imposed by the authorities, within 7 (seven) days of receipt of the relevant notification from Euroarll Sales, subject to payment of a late payment penalty in the amount of 0.1% of the outstanding amount/day of delay, until achieving full payment, as well as to cover the losses incurred by Euroarll Sales as a result of its activity being blocked as a result of the checks carried out. Any fine, expenses (costs, attorney fees, etc.) or damage incurred by Euroarll Sales in connection with the storage of the Products as a result of acts attributable to the Seller shall be reimbursed by the Seller to Euroarll Sales or Euroarll Sales shall be indemnified by the Seller, within seven calendar days from receipt of Euroarll Sales’s notification, subject to payment of a late payment penalty in the amount of 0.1% of the outstanding amount/day of delay, until full payment thereof. In this respect, Euroarll Sales will send to the Seller, as soon as possible, copies of supporting documents such as reports prepared by control institutions/bodies, applications lodged by/against Euroarll Sales versus clients/other control institutions/bodies, court orders and other deeds/documents supporting applications filed by Euroarll Sales. This clause also applies if Euroarll Sales (as applicable) is sanctioned by the relevant authorities, including as a result of legal actions, for failure by the Seller to comply with the legal provisions regarding the Fiscal Code or the Fiscal Procedure Code, in case the Seller provides erroneous and/or incomplete information concerning the issuance by Euroarll Sales, on behalf of the Seller, of the tax documents accompanying the Products.

4.4. The Seller ensures that the Products delivered to be stored and subsequently delivered to the end customers are in adequate condition and can be delivered to the end customers. Except for its fault, Euroarll Sales’s acceptance of the Product without raising objections regarding quantity or quality does not exonerate the Seller from liability for any product defects found by end customers. The end customer has the right to lodge complaints regarding quantitative or qualitative deviations and defects of the Products caused by any faults.

4.5. In the event that, due to Euroarll Sales’s fault, the Product(s) delivered to the end customer are refused by the latter due to Euroarll Sales’s exclusive fault, Euroarll Sales will bear the return costs.

4.6. Moreover, the Seller shall provide Euroarll Sales with reports and written information about the legislation in force regarding Product storage and/or handling and the exact mode of issuing, on behalf of the Seller, the fiscal documents accompanying the Products. Euroarll Sales shall be exempted from any liability if the Products are damaged/deteriorated or destroyed due to Seller’s failure to provide such information to Euroarll Sales or any errors contained in the fiscal invoices issued for and on behalf of the Seller.

4.7. „If upon termination of the contract, the Seller must pick up products from the storage spaces made available by Euroarll Sales, the deadline for preparing them for picking shall be communicated by Euroarll Sales.”

Return Policy

5.1. If the end customers return unopened packages, they will be taken over by Euroarll Sales, who will that proceed as follows:

• inspect the packages to identify possible damage caused during transportation that does not require specific knowledge,
• issue a credit note on behalf of the Seller, if the Seller so requests,
• open the packages, inspect the Products and re-enter them in the initial or return stock, depending on the Seller’s decision after being apprised of the damages.

5.2. If the end customers return opened packages, they will be taken over by Euroarll Sales, who will that proceed as follows:

• inspect the reported issue (if any) if such inspection does not require specific knowledge;
• confirm or infirm the issue to the Seller, with recommendation level, without, however, taking responsibility for any erroneous assessment;
• inspect the Product to determine whether it has been used or not for advisory purposes;
• issue to the Seller an opinion on the wear and tear following the inspection for advisory purposes;
• issue a credit note on behalf of the Seller if the Seller so requests;
• depending on the Seller’s decision, re-enter the Products in stock or, as the case may be, the return stock and send all returns to the Seller upon request

5.3. Euroarll Sales shall inspect the reported issues (if any) and the potential use of the Products within 48 hours of receipt of the returned Products, provided that such inspection does not require specific knowledge and that the wear is visible.

5.4. The Seller can request access to Euroarll Sales’s warehouse to inspect the returned Products. In any situation where the Seller requests Euroarll Sales deliver the Products to its premises, the Seller will bear the shipping costs.

Seller’s Representations

6.1. The Seller with this represents and warrants as follows:

• It sells – and entrusts to Euroarll Sales for storage – only safe Products that comply with the stated requirements or the conditions imposed by the legislation in force;
• It does not sell dangerous products or products that have non-compliant security parameters, which can be detrimental to or endanger the life, health and/or security of Euroarll Sales’s employees who operate and handle the Products;
• The Product packaging ensures the integrity and protection of their quality and is by the legal provisions regarding occupational health, environment protection and the safety of Euroarll Sales’s employees who operate and handle the Products;
• The Seller with this undertakes to refrain from any acts and/or deeds deemed/constitute or could be considered to/could constitute illegal activities or practices that entail or could result in penalties against Euroarll Sales. The Seller acknowledges and agrees that any such unlawful practices (irrespective of their nature) fully exonerate Euroarll Sales, and the Seller takes full patrimonial responsibility for these practices. For the avoidance of doubt, the Seller with this agrees to pay in full and without the right to dispute or invoke any benefit of division or discussion, any fine or pecuniary sanction imposed on Euroarll Sales by any national or community authority for the perpetration of any practices that are contrary to law, custom and/or morality.
• The Seller guarantees the delivery of the Products to the end customers through Euroarll Sales and/or any third party, by all applicable regulations, and in particular with the legal provisions regarding the manufacturing, movement and marketing of products, including the provisions on product labelling and consumer protection.
• The Seller understands that it will be held liable to both the Customers and third parties (as the case may be) in matters regarding the quality and conformity of the Products, including the obligation regarding the warranty for the Products delivered by Euroarll Sales on its behalf.
• The Seller takes full responsibility for the quality of the information provided and displayed for each Product in the event of discrepancies between the physical Product and the presented and displayed information, the Seller is solely responsible for such discrepancies and undertaking to cover in full any damages caused to the Customer, third parties and Euroarll Sales. Moreover, the Seller understands to be held liable (and shall be solely accountable to any state authority) for the quality of the financial and/or fiscal information submitted to Euroarll Sales for the issuance on behalf of the Seller of the fiscal documents relating to the Products. In the event of any non-compliance, unlawfulness, error, etc. relating to the fiscal documents issued by Euroarll Sales on behalf of the Seller, the latter shall be solely responsible for such errors, taking the liability of fully indemnifying the damage caused to the Customer, third parties and Euroarll Sales, and paying any fines/penalties for delay/enforcement costs/attorney fees, etc., by the provisions of section 4.3, or any clause in the agreement and/or the general terms and conditions or any normative act.
• The Seller undertakes not to use the Euroarll Sales Platform abusively and not to try to access data and information about other sellers that are not public or accessible to the general public;
• The Seller undertakes not to use automated applications to gain unauthorised access to the Euroarll Sales Platform to automatically retrieve information, which could affect functionality, natural traffic, and statistics.
• The Products are sent for storage in accordance with the national laws of the State in which the Products are marketed and the European laws, as well as any other legal provisions regarding the quality of the Products, packaging, labelling, marking, conformity, testing, certification, list of ingredients, foreseeable risks, instructions for use, handling, storage or keeping, contraindications, additional remarks by groups of products while observing the legislation on consumer rights and any other normative acts, standards, rules, decisions etc.; The Seller undertakes to hand over all documents regarding the quality of the Products at the time of delivery to Euroarll Sales, including the Declaration of Conformity for the delivered Products;

6.2. Each Party represents and warrants to the other Party that: (i) it is an officially incorporated and registered company, validly existing under the laws of its country of incorporation; (ii) it has secured all necessary internal approvals and has the legal right and full power and authority to make and enter into the fulfillment services agreement and, therefore, to abide by these general terms and conditions; (iii) the performance and fulfillment of the obligations arising from the fulfillment services agreement and these general terms and conditions that are applicable to the agreement and any other documents that will be prepared in accordance with the agreement and the general conditions will not result in any violation of the applicable law, of the Memorandum of Association or any other agreement, arrangement or understanding to which it is party or by which it is bound; and (iv) has the legal right and full authority, according to its articles of incorporation and organization, as well as the final and binding authorizations it holds, to carry out each of the activities that need to be performed in accordance with these General Terms and Conditions.

6.3. The Seller hereby represents and warrants that it has the legal authority to dispose of the Products subject to this Agreement, and that it has secured and shall maintain valid all necessary licenses and/or authorizations, that it has prepared/obtained and shall maintain valid all documents required by law in this respect (including from the manufacturer of the Products, as the case may be), observing the requirements regarding the content, format and time limits provided by law, subject to the sanctions provided for in any applicable normative act, the fulfillment services agreement and/or these general terms and conditions.

6.4. The Seller represents and warrants that the Products shall be marketed and delivered in accordance with all applicable Regulations and, in particular, the legal provisions regarding the production, movement and marketing of non-food products and foodstuffs, as applicable, including the provisions regarding consumer protection, e-commerce and distance agreements.

6.5. Euroarll Sales declares that it is the owner of the Euroarll Sales Application and, upon acceptance by the Seller of these General Terms and Conditions and the conclusion of the Fulfillment Services Agreement, Euroarll Sales will make available to the Seller storage space on this Platform, where it shall store its Products.

6.6. The Seller understands and agrees that Euroarll Sales shall be free to provide the same services through the Euroarll Sales Platform to its direct competitors or provide the same services to legal entities that sell Products that are identical or similar to Seller’s Products or other kinds or products.

Intellectual Property Rights

7.1. The Seller hereby represents and warrants that it owns the intellectual property rights required for the marketing of the Products, takes full responsibility for the promotion and marketing of the Products and shall be solely responsible in case of claims involving an alleged violation of any intellectual property rights or any other third party right related to the Products.

7.2. The Seller understands and agrees that its having access to the Euroarll Sales Application shall in no case constitute a transfer of title thereto or of their source codes or any related rights associated with these IT tools. All intellectual property rights associated therewith and any subsequent changes and/or updates brought to such instruments, including Application-related developments and as of their creation, any and all intellectual property rights derived from any work, equipment or invention created/developed by Euroarll Sales over these IT tools is and shall remain the exclusive property of Euroarll Sales. Euroarll Sales grants the Seller a non-exclusive right and license to use these IT tools during the agreement term. Furthermore, all the technology and know-how incorporated into Euroarll Sales’s services, whether patented or not, shall remain the exclusive property of Euroarll Sales.

7.3. In the event that Euroarll Sales receives from a third party or another seller a claim or notification regarding an alleged infringement of intellectual property rights by the Seller, Euroarll Sales shall be entitled to Block the stored Products until the situation mentioned in the claim or notification is clarified, and Euroarll Sales shall not be held liable for any damages or unearned revenue. Until the situation is clarified, the Seller undertakes not to take any action with respect to the Products subject to the claim or notification.

Confidentiality and Personal Data Processing

Confidentiality:

8.1.1. The Parties undertake not to disclose, both during the term hereof and after the expiry of this Agreement, any privileged or confidential information (E.g.: all tangible or intangible, professional, commercial, technical, financial or any other type of information created, developed, received, collected or used in the course of or in connection with the activities carried out by the Parties, including, but not limited to, information related to the identity of affiliates, business partners, consultants, employees of the parties, also including, but not limited to, trading conditions, business methods, corporate plans, management systems, finance, crystallization of new business opportunities, or research and development projects implemented by the parties or their business partners or affiliates, costs, contractual terms, market researches, owned or used intellectual property rights, IT Infrastructure, promotion policy, proposals for the development and expansion of the activity of the parties, or any other aspects relating to the promotion or sale of any past, present or future Products or Services of the Parties or their affiliates or business partners, including, without limitation, information and plans about sales, market shares and price statistics, marketing plans, market research reports, sales techniques, price lists, purchase prices, structure of sales and discounts, promotional and advertising materials, names, addresses, telephone numbers and contact names of actual and prospective Clients and actual and prospective suppliers of the Parties or their affiliates or business partners, the nature of their activity, trade formulae, processes, inventions, drawings, know-how, discoveries and technical information about the design, manufacturing and supply/provision of any past, present or futureproducts or services of the Parties or their affiliates or business partners), in the sense that the Parties hereby undertake to:

• keep strictly confidential and not disclose or allow the disclosure to any person of any confidential information;
• not use any confidential information except to fulfill its obligations under this Agreement and for no other purpose, and not to allow the use of any confidential information by any third party other than with the written approval of the other Parties.

8.1.2. In case of breach of the confidentiality clause, the disclosing Party shall be liable to pay damages to cover the prejudice caused to the other Party.

8.1.3. The above provisions shall not apply if and to the extent that the disclosure concerns information with respect to which the Parties have agreed in writing that it is not confidential and/or confidential information that the party is obligated to disclose according to the applicable law or regulations and/or pursuant to an order issued by a relevant authority; should this be the case, as soon as a disclosure request is received, the disclosing Party shall inform the other Party and make all reasonable endeavours to cooperate with the other Party in the actions the latter may deem appropriate to protect its interests. In any case, the disclosure shall refer strictly to that part of the confidential information required to be disclosed, and the Parties will agree on the date and content of the disclosure and will make sure that the persons to whom the information is disclosed are aware of their confidential nature and continue to respect it;

Personal data processing:

8.2.1 .The processing of the Personal Data by Euroarll Sales (acting in the capacity of Processor in its relationship with the Seller, in accordance with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) in the name and on behalf of the Seller (acting in capacity as Controller in accordance with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) will be performed in accordance with the provisions of the dedicated chapter of the general terms and conditions.

Notifications

9.1. Any communication, notification or notice sent by one of the Parties to the other shall be valid only if it is transmitted by at least one of the following modalities: (i) personal delivery, (ii) courier delivery, (iii) e-mail or (iv) registered letter with acknowledgement of receipt, to the respective addresses of the parties that can be found in the recitals of the fulfillment services agreement.

9.2. If sent by e-mail, the notification shall be deemed to have been received if no error or “out-of-office” message has been generated by the recipient’s server and/or if there is a confirmation report on the same day if the notification has been sent on business days between 09:00 and 17:00 hours or on the next working day if the notification has been sent outside of these hours.

9.3. In case the mailing address and/or e-mail address indicated by the parties for exchanging communications, notifications or notices changes, as well as in case of changes regarding the contact persons/representatives appointed for the performance of this Agreement, the relevant Party shall immediately notify the other Parties in writing. Moreover, the Parties undertake to inform each other in writing as soon as any of the following events occur: change in the identification data of the company, initiation of a winding-up, liquidation, insolvency, judicial or voluntary reorganization and/or bankruptcy procedure by or against one of the Parties.

Governing Law. Disputes

10.1. These General Terms and Conditions and the Fulfillment Services Agreement will be governed by and construed in accordance with Romanian laws. The Parties will use their best endeavours to settle amicably any dispute arising out of or in connection with these General Terms and Conditions, which form an integral part of the Fulfillment Services Agreement entered into by the Parties. In case of failure to reach an amicable settlement, the dispute will be referred to the courts of competent jurisdiction at the place where Euroarll Sales has its registered office.

Miscellaneous

11.1. These General Terms and Conditions (including all annexes thereto), as well as the Fulfillment Services Agreement entered into by the Parties (including all annexes thereto), constitute the entire agreement of the parties relating to the subject of the fulfillment services, and supersede and cancel all previous agreements, representations and arrangements of the Parties in relation to the subject matter contemplated therein.

11.2. Any amendment or modification of the General Terms and Conditions shall be made in writing, in electronic form, in accordance with the provisions of this clause. Euroarll Sales reserves the right to modify any of the provisions contained in the General Terms and Conditions relating to the Fulfillment Services Agreement (including all annexes thereto) at any time. The Seller will be informed of the changes at least 5 (five) calendar days before the same becomes effective. If the Seller does not agree with the proposed changes, it will have the opportunity to unilaterally terminate the fulfillment services agreement and, implicitly, the General Terms and Conditions, as laid down in Chapter 9 of the Agreement, “Termination of the Agreement”. If the Seller does not terminate the General Terms and Conditions within the above-mentioned time limit, it will be deemed to have accepted the changes at the expiration of the time limit. The updated versions of any of the documents that form an integral part of the General Terms and Conditions will prevail.

11.3. The Parties hereby agree that they will not make any press statements and/or other public statements (including in the online environment) likely to harm the image of the other Party under penalty of being sued for damages.

Final Provisions

The Seller acknowledges that it has taken note of all the general terms and conditions applicable to the fulfillment services agreement for fulfilling its obligations. The Seller confirms that these terms and conditions constitute the expression of its will and that it agrees to be fully bound by them in the fulfillment of its obligations. It is understood and agreed that these general terms and conditions shall form an integral part of the agreement executed by and between the parties.

By signing the agreement, the parties acknowledge their knowledge and unambiguous acceptance of the provisions of the General Terms and Conditions applicable to the Fulfillment Services Agreement.