Buyer Terms and Conditions

This Agreement is entered into between:

(1) ARLL Marketing Europe Limited, a company incorporated in Ireland ("ARLL", "we", "us", "Seller"), operating the B2B marketplace at www.arll.eu; and

(2) The Buyer ("Buyer", "you"), being the business entity registering to purchase goods through ARLL.

ARLL operates a B2B marketplace specializing in stock liquidation, returns, and overstock in the European market. When you purchase through ARLL.EU, you are entering into a sale contract directly with ARLL. Goods are sourced from ARLL’s network of suppliers and delivered directly from supplier locations to Buyer (drop-ship model).

• "Supplier" means the third-party business from whom ARLL sources Inventory for resale to Buyer.
• "Inventory" or "Goods" or "Lot" means products, stock lots, pallets, or merchandise offered for sale by ARLL.
• "Listing" means all information, descriptions, images, and specifications provided for Inventory on the Platform.
• "Transaction" or "Order" means a completed purchase by Buyer from ARLL.
• "Purchase Price" means the total price for the Goods as invoiced by ARLL to Buyer.
• "POD" (Proof of Delivery) means signed documentation confirming Buyer receipt of Goods.
• "Business Day" means Monday to Friday, excluding public holidays in Ireland and Romania.
• "Manifest" means the itemized list of products included in a Lot.
• "Platform" means the ARLL.EU website and associated systems.

Eligibility Requirements

ARLL.EU is a B2B platform. Only registered business entities with legal capacity to contract may register as Buyers. Natural persons purchasing for personal use are not permitted.

Registration Documentation

Buyer must provide and maintain current:

• Company registration certificate or business license
• Valid VAT identification number (where applicable)
• Registered business address and delivery address(es)
• Contact details of authorized representative

Verification and Acceptance

ARLL reserves the right to verify registration information and to accept, reject, or terminate any registration at its discretion.

Account Security

Buyer is solely responsible for maintaining account security and for all activities under their credentials. Orders placed through Buyer’s account are binding regardless of who placed them.

ARLL as Seller

The contract of sale is between ARLL and Buyer. ARLL is the seller under this contract and assumes the obligations of a seller under applicable law, subject to the limitations set forth in these Terms.

Drop-Ship Delivery Model

ARLL operates a drop-ship model whereby:

• ARLL purchases Goods from its Supplier network
• Goods are shipped directly from Supplier’s premises to Buyer’s delivery address
• ARLL does not take physical possession of Goods
• ARLL invoices Buyer; Supplier invoices ARLL

Invoicing

ARLL will issue a VAT invoice to Buyer for all purchases. For intra-EU B2B transactions, VAT triangulation simplification rules may apply where Buyer is responsible for accounting for VAT under the reverse charge mechanism.

Supplier Relationship

Buyer has no direct contractual relationship with Suppliers. Buyer shall not contact Suppliers directly except as facilitated through ARLL for logistics coordination. Any attempt to circumvent ARLL and deal directly with Suppliers is prohibited (see Article 8).

Types of Inventory

Goods offered through ARLL may include customer returns (varied condition), overstock, end-of-line, seasonal goods, refurbished items, and damaged/salvage lots.

Condition Variations

Buyer acknowledges that:

• Condition descriptions are based on information from Suppliers
• Individual items within a Lot may vary in condition
• Some percentage of items may be non-functional, incomplete, or damaged
• Returns typically contain a mix of conditions

RRP and Value Estimates

Any stated RRP (Recommended Retail Price) or value estimates are provided for reference only and are not warranted. Disputes regarding RRP accuracy or resale potential will not be accepted.

Due Diligence

Buyer is responsible for reviewing all Listing information and assessing suitability for Buyer’s intended use before purchasing.

Binding Purchase

A purchase becomes binding when Buyer clicks "Buy Now", wins an auction, or has an offer accepted. Once binding, Buyer is obligated to complete payment.

Payment Methods

Accepted payment methods:

• Bank Transfer (SEPA/SWIFT) to ARLL’s account
• Credit/Debit Card (where available)
• Other methods as displayed on the Platform

Total Amount Payable

The total amount invoiced by ARLL consists of:

• Purchase Price – as confirmed through the Platform
• Shipping Costs – as quoted (Buyer’s responsibility unless stated otherwise)
• Applicable Taxes – VAT where required by law

ARLL does not charge any separate buyer premium or service fee.

VAT Treatment

For B2B transactions within the EU involving multiple Member States, VAT triangulation simplification may apply:

• ARLL issues invoice with VAT triangulation reference
• Buyer must be VAT-registered and provide valid VAT number (verified via VIES)
• Buyer accounts for VAT under reverse charge in their jurisdiction
• Non-EU buyers may be subject to import VAT and customs duties

Payment Timeline

Payment must be received within 3 Business Days of order confirmation. Failure to pay may result in order cancellation and penalties per Article 10.

Drop-Ship Delivery

Goods are shipped directly from the Supplier’s premises to Buyer’s specified delivery address. ARLL coordinates with Suppliers to arrange shipping but does not physically handle the Goods.

Shipping Arrangements

Shipping may be arranged through:

• ARLL-coordinated logistics (where available)
• Buyer’s own carrier (collection from Supplier – arranged via ARLL)
• Supplier’s designated shipping partner

Shipping Costs

Shipping costs are Buyer’s responsibility unless otherwise stated in the Listing. Quotes are estimates – actual costs may vary based on final specifications.

Delivery Timeline

ARLL will use reasonable efforts to ensure dispatch within the timeframe indicated in the Listing. However, delivery times are estimates and not guaranteed. Buyer must arrange collection or accept delivery within 10 Business Days of notification that goods are ready.

Delivery Requirements

Buyer must ensure the delivery location has appropriate vehicle access, offloading equipment (forklift where needed), and an authorized person to sign POD.

Risk and Title Transfer

Risk of loss or damage transfers to Buyer upon delivery (DAP) or collection (EXW) as specified. Title to Goods passes to Buyer upon ARLL’s receipt of full payment.

Inspection Upon Delivery

Buyer MUST inspect goods upon delivery and note any visible external damage or shortage on the POD/CMR before signing. Failure to note visible issues may affect claim eligibility.

Inspection Period

Buyer has 5 Business Days from delivery to inspect Goods and notify ARLL of any material discrepancies. Claims raised after this period will not be accepted except for hidden defects.

Valid Grounds for Claim

Claims may be raised for:

• Quantity significantly below stated (beyond ±3% tolerance)
• Condition materially worse than described in Listing
• Wrong products delivered (not matching Listing description)
• Significant items missing from manifest

NOT Valid Grounds for Claim

The following are NOT grounds for claim or remedy:

• Buyer’s change of mind or business circumstances
• Lower resale value or profit than expected
• RRP inaccuracy or value estimate disputes
• Minor variations within tolerance (±3% quantity, ±5% weight, up to 5% items in lower grade)
• Conditions inherent to the stated product category (e.g., defects in returns lots)
• Items clearly described as "untested", "as-is", or "salvage"

Claim Process

To raise a claim, Buyer must:

• Submit through the Platform within 5 Business Days of delivery
• Provide detailed description of the discrepancy
• Include photographic/video evidence
• Provide manifest reconciliation where applicable

ARLL’s Review

ARLL will review claims based on Listing information, delivery documentation, and evidence provided. ARLL’s determination is final for purposes of these Terms.

Credit Terms

Credits issued under this Article are subject to the following:

• Maximum credit value: 100% of Purchase Price for the affected Goods
• Credit amount is proportional to the verified discrepancy
• Credits are valid for 12 months from date of issue
• Credits are non-transferable and cannot be exchanged for cash
• Credits may be applied to any future purchase on the Platform
• Unused credits expire automatically after the validity period

No Return Required

Buyer retains all Goods regardless of claim outcome. ARLL does not require or accept return of Goods for credit claims. Buyer may dispose of, resell, or use the Goods as they see fit.

Acknowledgment

By purchasing through ARLL, Buyer expressly acknowledges and agrees that:

• Credit-only remedies are fair and reasonable for B2B liquidation transactions
• The nature of liquidation inventory justifies this remedy structure
• Buyer has factored this remedy limitation into their purchasing decision
• This remedy structure is a material term of the agreement

Definition of Circumvention

Circumvention includes any of the following conduct:

• Contacting Suppliers directly outside ARLL to negotiate or purchase
• Purchasing from Suppliers introduced through ARLL without going through ARLL
• Soliciting or exchanging contact information with Suppliers for direct dealing
• Structuring transactions to avoid ARLL
• Using Supplier information obtained through ARLL for any purpose other than completing ARLL transactions

Protected Period

The prohibition on Circumvention applies:

• During Buyer’s registration with ARLL
• For 24 months after Buyer’s last Transaction or account termination
• To all Suppliers with whom Buyer had any contact through ARLL

Circumvention Penalties

Buyer acknowledges that Circumvention causes significant harm to ARLL that is difficult to quantify precisely. The penalties above are agreed as liquidated damages representing a genuine pre-estimate of ARLL’s loss, without prejudice to ARLL’s right to recover additional proven damages.

Payment Obligation

Buyer must complete 100% prepayment for all confirmed Orders within required timeframes.

Delivery Obligation

Buyer must accept delivery or arrange collection as agreed, and provide appropriate facilities for offloading.

Communication

Buyer must respond to ARLL communications within 48 hours and maintain accurate contact information.

Legal Compliance

Buyer must hold all necessary licenses for resale, comply with applicable laws, and respect any restrictions stated in Listings.

Prohibited Conduct

Buyer must NOT:

• Place orders without intention to complete payment
• Circumvent ARLL (see Article 8)
• Manipulate bidding or pricing
• Provide false information
• Abuse the claim process
• Operate multiple accounts without approval

Limited Warranty

ARLL warrants that Goods will substantially conform to the Listing description, subject to the tolerances in Article 7.3. This warranty is limited to the remedies set forth in Article 7.6.

Exclusion of Other Warranties

Except as expressly stated, ARLL disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Goods are sold in "as described" condition per the Listing.

Liability Cap

ARLL’s total liability to Buyer for any claim arising from or related to any Transaction shall not exceed the Purchase Price paid by Buyer for the affected Goods.

Excluded Damages

ARLL is NOT liable for:

• Indirect, consequential, special, incidental, or punitive damages
• Lost profits, revenue, or business opportunities
• Loss of data or business interruption
• Damages arising from Buyer’s resale or use of Goods
• Claims by Buyer’s customers or third parties

Force Majeure

ARLL is not liable for delays or failures caused by circumstances beyond reasonable control, including supplier failures, transport disruptions, natural disasters, or government actions.

Platform IP

All intellectual property in the Platform belongs to ARLL. Buyer receives a limited license to use the Platform for purchasing.

Data Protection

ARLL processes personal data per GDPR and its Privacy Policy.

Confidentiality

Buyer shall maintain confidentiality of pricing, Supplier information, and ARLL’s business operations. Disclosure to competitors or use for Circumvention is prohibited.

Term

These Terms commence upon registration and continue until terminated.

Termination by Buyer

Buyer may terminate with written notice, subject to completing all outstanding Orders and payments.

Termination by ARLL

ARLL may suspend or terminate immediately for breach of Terms, non-payment, fraud, Circumvention, abuse of claims, or conduct detrimental to ARLL.

Effects of Termination

Upon termination: outstanding Orders must be completed and paid, penalties remain payable, Circumvention prohibition continues for 24 months, and confidentiality obligations survive.

Governing Law

These Terms and all sales hereunder are governed by the laws of Ireland.

CISG

The UN Convention on Contracts for the International Sale of Goods (CISG) applies to sales under these Terms unless expressly excluded in a Listing.

Jurisdiction

Disputes arising from these Terms or any Transaction are subject to the exclusive jurisdiction of the courts of Ireland.

• ARLL may amend these Terms with 30 days’ notice. Continued use constitutes acceptance.
• These Terms constitute the entire agreement regarding purchases through ARLL.
• Invalid provisions will be modified to minimum extent necessary; remaining provisions continue.
• Non-enforcement does not waive ARLL’s rights.
• Buyer may not assign without consent. ARLL may assign freely.
• Written notice via Platform or registered email.
• English version prevails.