Terms and Conditions
of EFC: European Fulfillment Centers

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 present and future contracts between the EFC and the Client will be exclusively governed by these Terms and Conditions. Any additional or divergent conditions presented by the Client will not be recognized unless expressly agreed in writing by the EFC.

​

3. Object of the Contract​

The contract consists of these Terms and Conditions together with the specific contract entered into between the parties. In case of conflict, the order of precedence will be: (1) Specific terms of the contract; (2) These Terms and Conditions.

​​

4. Duration​

The duration of the contract will be defined in the specific Agreement, with the possibility of automatic renewal unless prior notice of termination is given by either party in accordance with the deadlines stipulated in the contract.

​

5. Changes​

The EFC reserves the right to change the nature, scope, or level of the Services provided. Any changes must be agreed in writing between the parties.

​

6. Fee Adjustments​

The EFC reserves the right to adjust prices as necessary, including changes in operational costs, inflation, or fluctuations in transportation costs. The Client will be notified in writing of any adjustment with a 30-day notice period.

​

7. Obligations of the Parties​

The Client is responsible for providing all necessary information for the provision of the Services. The EFC undertakes to perform the Services in accordance with applicable standards and regulations.

​​

8. Storage and Inventory Management
The EFC will store the products in suitable conditions, except when otherwise specified in the contract. 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
In the event of 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
The EFC may subcontract any part of the services at its discretion. However, the EFC will remain responsible for the proper performance of the subcontracted services.

11. Insurance
Both parties must maintain adequate insurance policies to cover their respective responsibilities under the contract.

12. EFC's Liability
The EFC will be responsible for damages or loss of goods that occur during the period of its custody, limited as agreed in the contract. 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
The Client is responsible for complying with applicable legal regulations concerning its products, including import taxes, customs issues, 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 will be based on the production or purchase value of the goods, as applicable. The EFC will not be 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 will be responsible for delays or failures in fulfilling their obligations due to events beyond their reasonable control, such as natural disasters, war, or government regulations.

19. Right of Retention
The EFC will have the right to retain the Client's goods in the event of non-compliance, and may sell them to cover the due costs.

20. Relief Event
The EFC will be relieved of its obligations in cases where the Client fails to meet its obligations, resulting in delays or variations in the services provided.

21. Confidentiality
Both parties agree to maintain the confidentiality of all information exchanged during the contract.

22. EFC's ICT System
The Client must ensure that the EFC's ICT systems are used in accordance with the agreed terms and conditions. The EFC's ICT system remains the property of the EFC.

23. Intellectual Property Rights
The intellectual property rights of the parties will be respected and may not be used without proper authorization.

24. Data Protection
The parties agree to comply with the General Data Protection Regulation (GDPR) and any other applicable legislation related to data protection.

25. Sanctions and Anti-Boycott
Both parties declare compliance with applicable international sanctions and anti-boycott laws.

26. Anti-Corruption
The parties agree to comply with all 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 by either party to insist on compliance with any term will not constitute a waiver of its rights.

31. Warranties
Each party warrants that it has the right to enter into and perform its obligations under the contract.

32. Relationship of the Parties
Nothing in the contract shall be construed as a partnership or joint venture between the parties. Both parties act as independent contractors.

33. Entire Agreement
The contract constitutes the entire agreement between the parties and supersedes all prior agreements.

34. Severability
If any provision of the contract is deemed illegal or invalid, the remaining provisions will remain in full force and effect.

35. Notices
Any notice or communication between the parties will be deemed received as specified in the contract.

36. Costs
Unless otherwise provided, each party will bear its own costs related to the negotiation and execution of the contract.

37. Variation
Any modification of these Terms and Conditions must be agreed in writing between the parties.

38. Validity
This contract is valid even if parts of it are considered inconsistent 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.