Last updated: 25 June 2026
Article 1 – DEFINITIONS
Capitalized terms used in these General Terms and Conditions of Sale, shall have the meaning ascribed thereto hereunder:
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- Agreement: any agreement between Supplier and Customer for the sale and purchase of Products as concluded in accordance with article 2.1 of these
General Terms.- Customer: the party purchasing from Supplier.
- General Terms: these General Terms and Conditions of Sale.
- Order: Customer’s purchase order for Products.
- Product: a product, or combination of products, as specified in the Agreement.
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- Supplier: SJJ Solutions B.V., a private limited company registered in The Hague, at the Dutch Chamber of Commerce (KvK), with registration number 71377352.
- Agreement: any agreement between Supplier and Customer for the sale and purchase of Products as concluded in accordance with article 2.1 of these
Article 2 – APPLICABILITY
2.1 These General Terms apply to all current and future Orders and Agreements. An Agreement is concluded either by the signing of a separate supply contract between parties or by Supplier’s acceptance of an Order, which acceptance may be given in writing or by delivery of the Products. By placing an Order, Customer irrevocably accepts these General Terms. Supplier has no obligation to accept any Order.
2.2 Each Agreement, together with these General Terms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. Customer acknowledges that it has not relied on any statement or representation not expressly set out therein. Any general terms and conditions of Customer are expressly excluded. Any amendment or deviation shall be valid only if agreed in writing. In the event of conflict, the relevant Agreement shall prevail over these General Terms.
Article 3 – QUOTATIONS, PRICES AND PAYMENT TERMS
3.1 Supplier’s quotes are valid for the period stated therein or, by default, for thirty (30) days from the date of issue, unless affected by force majeure.
3.2 Unless otherwise agreed in writing, all prices are stated in EUR, exclusive of VAT (which shall be charged at the applicable rate), and based on DDP Customer specified location (Incoterms® 2020). Bank transfer charges shall be borne by Customer.
3.3 Unless otherwise specified in the Agreement, invoices are payable in full within thirty (30) days from the invoice date. Failure to pay when due shall place Customer in default without notice. In case of late payment, Supplier may charge default interest at the applicable statutory commercial interest rate, without prejudice to any other rights or remedies, including suspension of deliveries and claims for damages.
3.4 Any objection to an invoice shall not affect Customer’s obligation to pay the undisputed portion. Customer shall reimburse all costs incurred in recovering overdue amounts, including legal and collection costs. Any right of set-off or retention may be exercised only to the extent permitted by applicable law and, in the case of set-off, only in respect of claims that are undisputed or finally adjudicated.
Article 4 – DELIVERY, TITLE AND RISK OF LOSS
4.1 Supplier shall deliver the Products to the location and on the date specified in the Agreement, provided that delivery dates are indicative only and not guaranteed.
4.2 Supplier shall not be liable for any delay or failure in delivery to the extent caused by delays from Supplier’s suppliers or by Customer’s failure to provide necessary instructions or information or to accept delivery at the agreed time.
4.3 Delivery delays shall not entitle Customer to cancel or amend the Agreement or to claim damages. In the event of delay, Supplier shall inform Customer and provide a revised estimated delivery date as soon as reasonably practicable.
4.4 Supplier shall determine the packaging and method of dispatch at its discretion. Any special delivery requirements must be agreed in advance and may be charged to Customer. Product batch documentation shall be provided upon request.
4.5 To the extent permitted by law, title to the Products shall remain with Supplier until full payment of the purchase price and any associated costs. Risk of loss shall pass to Customer upon delivery in accordance with the applicable Incoterm. Until title has passed, Customer shall not use, transfer or encumber the Products. In the event of Customer’s breach, Supplier may reclaim the Products, without prejudice to its other rights or remedies.
Article 5 – INSPECTION AND RETURNS
5.1 Customer shall inspect the Products upon delivery for any visible defects or non-conformity. Any claim must be submitted in writing to complaints@sjjsolutions.com within forty-eight (48) hours of delivery, with sufficient detail to allow assessment by Supplier, and noted on the delivery documentation. In the absence of a timely and substantiated claim, the Products shall be deemed accepted and compliant in all respects.
5.2 No claim shall be accepted once the Products have been used or their packaging opened, unless the claim relates to a latent defect not discoverable upon reasonable inspection. Any such defect must be notified in writing to complaints@sjjsolutions.com within forty-eight (48) hours of discovery.
5.3 No Products may be returned without Supplier’s prior written consent, regardless of the reason. Unless otherwise agreed, Products shall be returned at Customer’s cost and risk. In the case of a valid claim for defect or non-conformity, Supplier shall bear the reasonable costs and risks of return. No returns shall be accepted more than fifteen (15) days after delivery, except in the case of latent defects notified in accordance with article 5.2.
5.4 Any samples or models provided are for illustrative purposes only and may not exactly correspond to the delivered Products, unless otherwise specified in the Agreement.
Article 6 – WARRANTY AND LIABILITY
6.1 Supplier warrants the merchantability and suitability of the Products for their purpose as stated in the applicable Instructions for Use (IFU) document. This warranty applies for the shelf life of the Product up to a maximum period of twelve (12) months from delivery, or such longer period as required by mandatory applicable law. Except as expressly set out above, Supplier disclaims all other warranties, whether express or implied.
6.2 During the warranty period, Supplier shall, at its option and cost, repair or replace any duly notified defective or non-conforming Products. No refunds or other compensation shall be provided.
6.3 The warranty does not apply to defects resulting from modification, improper handling, storage, or use of the Products by Customer.
6.4 Customer is responsible for selecting suitable Products, verifying that they meet its requirements, and using them in accordance with the IFU and all applicable laws and regulations.
6.5 Except for Supplier’s obligations under article 6.2 and to the extent permitted by applicable law, Supplier shall be liable only for direct damages resulting from gross negligence, up to the value of the last Order. To the extent permitted by applicable law, any liability with regard to potential third party claims for intellectual property infringement is expressly excluded. In no event shall Supplier be liable for any consequential, incidental or other special or indirect or punitive damages, nor for any loss of profits or revenue of any kind. Supplier shall further not be liable for any damage arising from Customer’s non-compliance or use of the Products contrary to their IFU.
6.6 Customer shall take all reasonable measures to mitigate any damage and its effects.
6.7 The limitations and exclusions of liability set out herein shall apply equally to Supplier’s affiliates, subsidiaries, representatives, agents, employees and subcontractors.
Article 7 – INDEMNIFICATION
Customer shall defend, indemnify and hold Supplier harmless from and against all claims, liabilities, damages, losses, costs and expenses arising out of or in connection with any actual or alleged negligence, fault or misconduct of Customer or its employees or representatives in connection with the use of the Products.
Article 8 – TERMINATION AND/OR SUSPENSION
8.1 Supplier may, by written notice, without liability to Customer and without limiting any other right or remedy available to Supplier, terminate any Agreement with immediate effect and/or suspend or cancel further deliveries if the Customer is in breach of any of its obligations under the Agreement or if Customer becomes insolvent, including if it (i) files for bankruptcy, (ii) makes an assignment for the benefit of creditors, (iii) seeks relief under any insolvency or reorganization law, (iv) has a receiver or trustee appointed over its assets, or (v) is subject to any similar proceeding.
8.2 Upon termination of the Agreement all outstanding invoices in respect of Products delivered to Customer become immediately due. Termination of an Agreement, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Provisions of these General Terms or any Agreement which expressly or by implication survive termination, shall continue in full force and effect.
Article 9 – INTELLECTUAL PROPERTY AND KNOW-HOW
Customer acknowledges that all brand names, trade names, trademarks, patents, designs, copyrights, trade secrets and other intellectual property rights, whether registered or unregistered and in any jurisdiction, relating to or used in connection with the Products (the “Intellectual Property”), together with all related know-how, are and shall remain the exclusive property of Supplier and/or its affiliates. Customer shall not register, attempt to register, or otherwise misappropriate any Intellectual Property or know-how. Customer shall promptly notify Supplier of any actual or suspected infringement of the Intellectual Property. Supplier retains all intellectual property rights arising from its research and development activities, including where such results are used by Customer, in whole or in part. Any transfer of Intellectual Property or know-how shall require a prior written agreement between the parties.
Article 10 – CONFIDENTIALITY AND DATA PROTECTION
10.1 Supplier may disclose to Customer certain information relating to its business or Products (“Confidential Information”), including the existence and terms of the Agreement. Customer shall (i) keep all Confidential Information strictly confidential, (ii) use it for no purpose other than for the performance of its obligations under the Agreement and these General Terms, and (iii) not disclose it to any third party except to its employees and officers on a need-to-know basis for such purpose. Customer shall be responsible for any breach of this clause by its employees or officers. These obligations shall not apply to information that is publicly available through no fault of Customer or is required to be disclosed by law. Upon Supplier’s request, Customer shall promptly return or destroy all Confidential Information, unless retention is required by applicable law.
10.2 Each party shall comply with all applicable data protection laws in connection with any personal data, received, transferred or processed in the performance of the Agreement. If either party will process personal data on behalf of the other within the meaning of such laws, the parties shall enter into an appropriate data processing agreement. Each party shall comply with applicable data protection laws in its capacity as a controller or processor, as applicable. For the avoidance of doubt, any personal data shall be treated as Confidential Information in accordance with article 10.1.
Article 11 – FORCE MAJEURE
If Supplier’s performance under any Agreement or these General Terms is delayed or prevented, in whole or in part, (i) due to force majeure, including governmental orders, riots, war, terrorism, labor disputes, fires, natural disasters, pandemics, failures in transportation or production, shortages of raw materials, the imposition of tariffs, taxes or duties, or any other circumstances beyond its reasonable control or (ii) due to Supplier’s inability to obtain the Products or necessary materials, energy, labor, transport or equipment at reasonable cost or in sufficient quantities, Supplier may suspend performance or deliveries for the duration of such circumstances without liability. In such circumstances, Supplier may allocate available supply among its customers on a reasonable basis and adjust prices to reflect increased costs, without liability.
Article 12 – APPLICABLE LAW
12.1 The Agreement shall be governed by and construed in accordance with the laws of The Netherlands, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
12.2 The parties shall first seek to resolve any dispute amicably. Failing such resolution, any dispute arising out of or in connection with any Agreement shall be submitted to the exclusive jurisdiction of the Amsterdam District Court following proceedings in English before the Chamber for International Commercial Matters (“Netherlands Commercial Court” or “NCC District Court). The NCC Rules of Procedure apply.
Article 13 – GENERAL
13.1 If any provision of an Agreement or these General Terms is held to be invalid or unenforceable, it shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the validity or enforceability of the remaining provisions. The parties shall in good faith replace such provision with a valid and enforceable provision that most closely reflects the original intent.
13.2 Supplier may assign, transfer or subcontract any of its rights or obligations under any Agreement without restriction. Customer shall not assign, transfer subcontract or otherwise dispose of any of its rights or obligations without Supplier’s prior written consent. Any Agreement and these General Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Customer shall have no authority to bind or represent Supplier or to incur any obligation on its behalf.
13.3 No failure or delay by Supplier in exercising any right, power or remedy, nor any waiver of any breach, shall operate as a waiver of any subsequent breach or of Supplier’s right to require strict performance of an Agreement or these General Terms.
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