Supplier Terms and Conditions

This Agreement is entered into between:

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

(2) The Supplier ("Supplier", "you"), being the business entity registering to supply goods to ARLL through the Platform.

ARLL operates a B2B resale business specializing in stock liquidation, returns, and overstock in the European market. When you list inventory on ARLL.EU and a sale is confirmed, you are selling to ARLL. ARLL resells to its end customers. Goods are shipped directly from Supplier to ARLL’s designated delivery address (drop-ship model).

• "End Customer" means ARLL’s customer to whom ARLL resells Goods purchased from Supplier.
• "Inventory" or "Goods" means products, stock lots, pallets, or merchandise offered for sale by Supplier.
• "Listing" means all information, descriptions, images, and specifications provided by Supplier for Inventory.
• "Order" means ARLL’s confirmed purchase of Inventory from Supplier.
• "Purchase Price" means the price payable by ARLL to Supplier for Goods, as agreed through the Platform.
• "Commission" means ARLL’s fee deducted from proceeds, as specified in Schedule A.
• "POD" (Proof of Delivery) means signed documentation confirming delivery to ARLL’s designated address.
• "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

Only registered business entities with legal capacity to contract may register as Suppliers. Natural persons and unregistered traders are not permitted.

Registration Documentation

Supplier must provide and maintain current:

• Company registration certificate and commercial register extract
• Valid EU VAT identification number (verified via VIES)
• Registered office address and warehouse/dispatch address
• Bank account details (IBAN/BIC) in company name
• Identity document of authorized representative
• Proof of business activity

Verification and Acceptance

ARLL reserves absolute discretion to accept, reject, or terminate any registration. Provision of false or misleading information constitutes material breach and potential fraud.

Account Security

Supplier is solely responsible for account security and all activities under their credentials.

ARLL as Buyer

The contract of sale is between Supplier and ARLL. ARLL purchases Goods from Supplier for resale to ARLL’s End Customers. Supplier has no contractual relationship with End Customers.

Drop-Ship Model

ARLL operates a drop-ship model whereby:

• Supplier sells Goods to ARLL
• Goods are shipped directly from Supplier’s premises to ARLL’s designated delivery address (End Customer location)
• ARLL does not take physical possession of Goods
• Supplier invoices ARLL; ARLL invoices End Customer separately

Invoicing and VAT Triangulation

Supplier will issue an invoice to ARLL for all Orders. For intra-EU triangular transactions (Supplier in Country A, ARLL in Ireland, End Customer in Country C with goods shipped directly A→C):

• Supplier invoices ARLL WITHOUT VAT (zero-rated intra-community supply)
• Invoice must include ARLL’s Irish VAT number (IE...)
• Invoice must state: "VAT exempt triangular transaction – Article 141 Directive 2006/112/EC"
• Invoice must include End Customer’s VAT number and delivery country
• End Customer applies reverse charge VAT in their country

Supplier is responsible for correct VAT treatment and including all required references. Incorrect invoicing may delay payment.

End Customer Relationship

Supplier has no direct relationship with End Customers. Supplier shall NOT contact End Customers directly except as specifically instructed by ARLL for delivery coordination. Any attempt to circumvent ARLL and deal directly with End Customers is strictly prohibited (see Article 8).

Accuracy Warranty

Supplier WARRANTS that all Listing information is COMPLETE, ACCURATE, and NOT MISLEADING in any respect. This obligation is strict – honest mistake is not a defence.

Required Listing Information

Every Listing must contain:

• Full product description: brand, model, SKU, EAN/UPC codes
• Exact quantities with itemized manifest (Excel/CSV format)
• Product condition grade and description
• Accurate photographs of ACTUAL inventory (minimum 5 images)
• Precise dimensions, gross weight, net weight, pallet count
• RRP (Recommended Retail Price) with supporting evidence where available
• Warehouse location and dispatch availability
• Any restrictions on resale (territorial, channel, brand)
• Known defects, damages, missing items, or functionality issues
• Expiry dates for perishable or dated goods

Prohibited Listings

Supplier must NOT list:

• Counterfeit, replica, or trademark-infringing goods
• Stolen property or goods without clear title
• Goods subject to recall, ban, or regulatory prohibition
• Hazardous materials without proper licensing
• Weapons, drugs, or other illegal items
• Goods infringing third-party intellectual property

Listing Availability

Once listed, Goods must remain available until sold or Listing is withdrawn. Withdrawal of Listings after ARLL has marketed them may incur fees.

Communication Quality

All responses must be substantive and address the inquiry fully. Generic responses that fail to address specific questions do not satisfy obligations.

Penalty for Non-Response

After 48 hours of non-response, ARLL may impose a penalty of €25 per calendar day. After 5 Business Days, ARLL may cancel Orders, suspend the account, and pursue damages.

Delivery to ARLL’s Designated Address

Supplier shall deliver Goods to the address specified by ARLL in the Order. This will typically be ARLL’s End Customer location. Supplier acknowledges this is part of the drop-ship arrangement and does not create any relationship between Supplier and End Customer.

Shipping Specification Accuracy

Supplier WARRANTS accurate shipping specifications including:

• Number of pallets/packages and their dimensions (L×W×H in cm)
• Gross weight per pallet and total shipment weight
• Stackability and special handling requirements
• Loading requirements (forklift, tail-lift, dock access)

Inaccurate specifications resulting in additional costs shall be charged to Supplier plus €100 administrative fee per incident.

Preparation Timeline

Upon receipt of Order confirmation and shipping instructions from ARLL:

• Goods must be prepared for dispatch within 5 Business Days
• Shipping labels must be correctly applied as instructed
• All documentation (CMR, packing list, customs documents) must be prepared
• Goods must be accessible for collection at specified times

Packaging Standards

Supplier must package Goods appropriately for transport:

• Palletized goods must be properly wrapped and secured
• Fragile items must have adequate protection
• Packaging must withstand standard road transport conditions

Damage during transit caused by inadequate packaging is Supplier’s responsibility.

Transport Costs

Unless otherwise agreed in the Order:

• For quantities under 1 Full Truck Load: Supplier pays transport, or 50/50 cost share as agreed
• For Full Truck Loads (24+ EUR pallets / 33+ UK pallets): Transport may be arranged and paid by ARLL
• Specific arrangements confirmed in each Order

Documentation

Supplier must provide with each shipment:

• Commercial invoice to ARLL
• Packing list matching the manifest
• CMR or appropriate transport documentation
• Any required export/customs documentation

Order Confirmation

An Order is binding when ARLL sends Order confirmation through the Platform. Upon confirmation, Supplier is obligated to fulfil. Cancellation by Supplier after Order confirmation is material breach.

Invoicing Requirements

Supplier shall issue invoice to ARLL upon dispatch of Goods. Invoice must include:

• ARLL Marketing Europe Limited as buyer
• ARLL’s Irish VAT number
• Order reference number from Platform
• Itemized description matching the Listing
• For triangular transactions: End Customer’s VAT number and delivery country
• VAT exemption statement: "Triangular transaction – Article 141 Directive 2006/112/EC" or equivalent
• No VAT charged (zero-rated intra-community supply)

Invoices with incorrect VAT treatment or missing triangulation references will be rejected and may delay payment.

Payment Conditions

Payment Timeline

Subject to payment conditions, payment will be processed within 14 Business Days of final condition satisfaction. Payment by SEPA transfer to Supplier’s registered IBAN.

Commission and Deductions

ARLL deducts Commission and applicable fees/penalties from the Purchase Price before payment. Current rates in Schedule A.

Set-Off Rights

ARLL may set off any amounts owed by Supplier (damages, penalties, fees, claim compensation) against payments due to Supplier, without prior notice.

VAT Compliance

Supplier is responsible for correct VAT treatment:

• Triangular transactions: zero-rated supply to ARLL with proper documentation
• Supplier must be registered for VAT in their country and report the triangular supply
• Supplier must include transaction in EC Sales List with appropriate triangulation indicator
• ARLL will provide End Customer VAT numbers for invoicing purposes

Supplier bears responsibility for any VAT liabilities arising from incorrect treatment or documentation.

Inspection Period

ARLL (or ARLL’s End Customer on ARLL’s behalf) has 5 Business Days from delivery to inspect Goods and notify Supplier of any material discrepancies.

Valid Grounds for Claim

ARLL may raise claims for:

• Quantity significantly below stated (beyond ±3% tolerance)
• Condition materially worse than described in Listing
• Wrong products delivered (not matching Listing)
• Significant items missing from manifest
• Late delivery causing loss to ARLL or End Customer

Claim Process

ARLL will notify Supplier of claims through the Platform. Supplier must respond within 24 hours with:

• Acknowledgment of the claim
• Explanation or evidence disputing the claim
• Proposed resolution

ARLL’s Determination

ARLL will review claims and make a binding determination. Supplier agrees to accept ARLL’s reasonable determination for Platform purposes.

Deductions from Payment

Consequential Damages

Supplier acknowledges as FORESEEABLE the following consequences of breach:

• Credits/compensation ARLL must provide to End Customers
• Lost sales from missed seasonal opportunities (Christmas, Black Friday, etc.)
• Forced liquidation losses if End Customer cannot use goods as intended
• Reputational damage to ARLL
• Administrative costs of managing claims

Discrepancy Tolerances

The following tolerances are acceptable:

• Quantity: ±3% of stated units
• Weight: ±5% of stated weight
• Condition: up to 5% of items in lower grade than stated

Definition of Circumvention

Circumvention includes:

• Contacting End Customers directly to sell or negotiate
• Including marketing materials or contact details in shipments
• Responding to End Customer inquiries without ARLL’s authorization
• Using End Customer information obtained through ARLL for any purpose
• Soliciting End Customers to purchase directly

Protected Period

The prohibition applies:

• During Supplier’s registration with ARLL
• For 24 months after last Order or account termination
• To all End Customers whose information Supplier received through ARLL

Circumvention Penalties

The penalties above are agreed as liquidated damages, without prejudice to ARLL’s right to recover additional proven damages.

Supplier’s Liability

Supplier is liable for all damages arising from breach of these Terms, including:

• Credits/compensation ARLL provides to End Customers
• Additional shipping, storage, and handling costs
• Administrative costs (minimum €75 per claim)
• Lost profits from delayed or cancelled sales
• Reputational damage

Indemnification

Supplier shall defend, indemnify, and hold harmless ARLL from all claims arising from:

• Breach of Supplier’s warranties or obligations
• Claims by End Customers or third parties relating to Goods
• Product liability, IP infringement, or regulatory violations
• Tax, customs, or duty claims
• Any fraud or illegal conduct by Supplier

ARLL’s Liability Cap

ARLL’s liability to Supplier shall not exceed the Purchase Price for the affected Order. ARLL is not liable for indirect, consequential, or punitive damages to Supplier.

Platform IP

All intellectual property in the Platform belongs to ARLL.

Listing Content License

Supplier grants ARLL a worldwide, royalty-free, perpetual license to use Listing content for Platform operations, marketing, and resale purposes.

Data Protection

Both parties comply with GDPR. End Customer data provided to Supplier for delivery purposes must be used only for that purpose and deleted after delivery.

Confidentiality

Supplier shall maintain confidentiality of ARLL’s pricing, End Customer information, and business practices. Breach of confidentiality is material breach.

Term

These Terms commence upon registration approval and continue until terminated.

Termination by Supplier

Supplier may terminate with 30 days’ written notice, subject to completing all outstanding Orders.

Termination by ARLL

ARLL may terminate immediately for:

• Material breach of these Terms
• Repeated minor breaches (3+ in 6 months)
• Suspected fraud or misrepresentation
• Circumvention
• Insolvency or cessation of business
• Conduct detrimental to ARLL

Effects of Termination

Upon termination: all Listings removed, outstanding Orders must be completed, ARLL may retain funds 90 days for potential claims, confidentiality and circumvention prohibitions survive.

Governing Law

These Terms are governed by the laws of Ireland.

CISG

The UN Convention on Contracts for the International Sale of Goods (CISG) applies to sales between Supplier and ARLL.

Jurisdiction

Disputes 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.
• Invalid provisions modified; remainder continues.
• Non-enforcement does not waive rights.
• Supplier may not assign without consent. ARLL may assign freely.
• Neither party liable for delays beyond reasonable control.
• English version prevails.
• Via Platform or registered email.