Terms and Conditions

1.Definitions and Interpretations

• "EFC": European Fulfillment Centers, including all its subsidiaries and affiliates
• "Client": The company or individual who enters into a contract with the EFC for the provision of services
• "Services": Includes all services provided by the EFC, such as storage, handling, order processing, inventory management, transportation, and logistics
• "Agreement": The contract entered into between the EFC and the Client, incorporating these terms
• "Fees": The amounts charged by the EFC for the services provided to the Client
• "Business Days": Days when banks are open for business, except Saturdays, Sundays, and national holidays

2.Exclusive Application

All future contracts between EFC and the Client follow these Terms exclusively. Additional or divergent conditions from the Client are not recognized unless expressly agreed in writing by EFC.

3.Object of the Contract

The contract combines these Terms and Conditions with a specific agreement. In conflicts, precedence follows: (1) Specific contract terms; (2) These Terms and Conditions.

4.Duration

Contract duration is defined in the specific Agreement with possibilities for automatic renewal unless either party provides termination notice according to contractual deadlines.

5.Changes

EFC reserves the right to modify service nature, scope, or level. Changes require written agreement between parties.

6.Fee Adjustments

EFC may adjust prices for operational costs, inflation, or transportation fluctuations. The Client will be notified in writing of any adjustment with a 30-day notice period.

7.Obligations of the Parties

Clients must provide necessary information for service provision. EFC performs services according to applicable standards and regulations.

8.Storage and Inventory Management

EFC stores products in suitable conditions unless specified otherwise. Inventories and audits may be carried out at the Client's request, and any discrepancy beyond a 2% limit will be compensated by the EFC according to the terms of the contract.

9.Offboarding

Upon contract termination, the Client will be responsible for all costs related to offboarding, including the removal of stored products and any additional costs incurred by the EFC.

10.Subcontracting

EFC may subcontract service portions at its discretion while remaining responsible for proper performance.

11.Insurance

Both parties must maintain adequate insurance policies covering their respective responsibilities.

12.EFC's Liability

EFC is responsible for damages or loss during its custody period, limited as contractually agreed. The EFC is not liable for damages caused by force majeure as defined by the Portuguese Civil Code.

13.Exclusions of Liability

The EFC will not be liable for damages caused by force majeure as defined by the Portuguese Civil Code, including natural disasters, war, epidemics, or other circumstances beyond its control.

14.Client's Liability

Clients must comply with legal regulations concerning their products, including import taxes, customs, and product protection.

15.Notice of Claim and Time for Action

Claims for loss or damage must be notified in writing to the EFC within three days after receipt of the goods. Any legal actions must be initiated within one year.

16.Liability Provisions

Compensation is based on production or purchase value of goods. EFC is not responsible for indirect or consequential damages.

17.Service Suspension

The EFC may suspend services without prior notice in cases of ICT system attacks or by court or administrative order.

18.Force Majeure

Neither party is responsible for delays or failures due to events beyond reasonable control, including natural disasters, war, or government regulations.

19.Right of Retention

EFC may retain Client goods for non-compliance and may sell them to cover due costs.

20.Relief Event

EFC is relieved of obligations when Clients fail to meet theirs, resulting in service delays or variations.

21.Confidentiality

Both parties maintain confidentiality of exchanged information during the contract.

22.EFC's ICT System

Clients must use EFC's ICT systems according to agreed terms. The system remains EFC property.

23.Intellectual Property Rights

Party intellectual property rights are respected and cannot be used without authorization.

24.Data Protection

Parties comply with GDPR and applicable data protection legislation.

25.Sanctions and Anti-Boycott

Both parties declare compliance with applicable international sanctions and anti-boycott laws.

26.Anti-Corruption

Parties comply with applicable anti-corruption and anti-money laundering legislation.

27.Indemnification

The Client will indemnify the EFC for any loss or damage caused by action, negligence, or failure to fulfill its obligations.

28.Public Communication

The Client authorizes the EFC to use its name and logo as a reference in public communications and offers.

29.Assignment

The EFC may assign its rights and obligations under the contract to any of its subsidiaries or affiliates.

30.Waiver

Failure to insist on compliance does not constitute a rights waiver.

31.Warranties

Each party warrants it has authority to enter into and perform contractual obligations.

32.Relationship of the Parties

The contract does not create a partnership or joint venture; parties act as independent contractors.

33.Entire Agreement

The contract constitutes the entire agreement and supersedes prior agreements.

34.Severability

If any provision is deemed illegal or invalid, remaining provisions remain fully effective.

35.Notices

Notices or communications are deemed received as specified in the contract.

36.Costs

Unless otherwise provided, each party bears its own negotiation and execution costs.

37.Variation

Modifications to these Terms require written agreement between parties.

38.Validity

The contract remains valid even if parts conflict with international laws.

39.Applicable Law and Dispute Resolution

This contract will be governed by the laws of Portugal, and any dispute will be resolved in the competent courts.