JBJ Commerce Group
June 2025

Article 1 – Definitions

1.1 These General Terms and Conditions apply to all offers by and agreements with any part of JBJ Commerce Group (jbjcommerce.com), relating to the delivery of goods by the Offerer or the other party concerned (hereinafter also called: the Supplier).
1.2 The applicability of the Supplier’s general terms and conditions is explicitly rejected.
1.3 Deviating stipulations apply only if accepted by JBJ Commerce Group in writing.

Article 2 – Offer

2.1 All offers by JBJ Commerce Group are non-binding unless otherwise agreed upon in writing.

Article 3 – Agreement

3.1 An agreement is only binding if agreed in writing.
3.2 Valid upon signature by the JBJ board or confirmed in writing (email/fax/post).
3.3 The contract reflects the agreement contents completely.
3.4 Supplier must obtain required permits and ensure compliance.
3.5 Cancellation by the Supplier is only valid with written approval from JBJ.

Article 4 – Confidentiality

Supplier shall treat all information from JBJ Commerce Group as confidential and may not share it with third parties.

Article 5 – No Direct Offers to Clients

Supplier must not make offers or disclose pricing to JBJ clients directly or indirectly.

Article 6 – IP Rights and Legal Compliance

6.1 IP includes trademarks, copyrights, patents, etc.
6.2 Supplier guarantees goods are not counterfeit.
6.3 Supplier ensures IP rights are exhausted globally unless stated otherwise.
6.4 Goods must be fit for sale in all jurisdictions unless noted in writing.
6.5 Supplier indemnifies JBJ and its clients against IP claims.
6.6 Supplier must provide underlying supplier info upon request.
6.7 JBJ owns any resulting intellectual property rights from the contract.

Article 7 – Prices

All prices are fixed, VAT-inclusive, and include all applicable duties and taxes. No price increases allowed.

Article 8 – Delivery Terms

8.1 Default delivery is DDP to the JBJ location.
8.2 Delivery must meet strict deadlines.
8.3 Supplier must inform JBJ of delivery issues in advance.
8.4 JBJ can request early/late delivery without penalty.
8.5 Partial deliveries require written consent.

Article 9 – Transport & Unloading

9.1 Supplier bears transport risk.
9.2 No compensation for unloading delays.
9.3 Delivery note must be signed by JBJ but doesn’t confirm quality.
9.4 Supplier must provide necessary transport documents.

Article 10 – Packaging

10.1 Supplier is responsible for packaging quality.
10.2 JBJ is not responsible for packaging costs unless agreed.
10.3 JBJ may return packaging at Supplier’s expense.

Article 11 – Quality

Goods must:

• Be genuine from named manufacturers.
• Be saleable and free of faults.
• Include latest packaging and labeling.
• Meet agreement specs and regulations.
• Include batch or tracking codes.

Article 12 – Inspection

JBJ may inspect goods anytime.
Supplier must cooperate and provide access.
Rejected goods must be replaced or repaired.
JBJ may suspend payments on rejected goods.

Article 13 – Property & Risk

Risk transfers upon JBJ’s approval of delivery.
Prepaid goods become JBJ’s property.
Supplier must identify and insure such goods if JBJ owns them before delivery.

Article 14 – Payment

14.1 Payment within 30 days after delivery, approval, or invoice (whichever is last).
14.2 Payment doesn’t waive guarantees.
14.3 JBJ can require security before prepayment.
14.4 JBJ can suspend payment if Supplier fails obligations.
14.5 JBJ can offset claims.

Article 15 – Invoicing

15.1 Invoices must meet tax law requirements.
15.2 Must include approved delivery notes.
15.3 Non-compliant invoices will not be paid.

Article 16 – Return Shipments

16.1 JBJ may return goods and request full refund if market conditions change due to Supplier’s fault.
16.2 JBJ may return mispackaged goods within 12 months.

Article 17 – Guarantee

17.1 Supplier must repair or replace defective goods promptly.
17.2 All repair/replacement costs are the Supplier’s responsibility.
17.3 JBJ may repair at Supplier’s expense if urgent.
17.4 Guarantees continue after repair/replacement.
17.5 Supplier indemnifies JBJ against third-party claims.
17.6 Independent expert reports are binding.

Article 18 – Liability

18.1 Supplier is liable for all direct and indirect damage.
18.2 Supplier must indemnify JBJ against third-party claims.
18.3 Supplier must be sufficiently insured and show proof.
18.4 Expert reporting rules apply here too.

Article 19 – Dissolution

19.1 JBJ can dissolve the contract without notice if Supplier defaults or faces legal/financial trouble.
19.2 JBJ may retain or return goods and reclaim payments.
19.3 All JBJ claims become due immediately.
19.4 If Supplier owes any JBJ group company, JBJ may suspend/terminate any related contract.

Article 20 – Subcontracting

20.1 Supplier may not subcontract or transfer obligations without JBJ’s written consent.
20.2 Supplier is liable for any subcontractor damage.
20.3 Supplier cannot attach, transfer, or suspend obligations.

Article 21 – General Provisions

21.1 Invalid clauses do not affect the rest of the contract.
21.2 Conflicting laws will override invalid clauses.

Article 22 – Disputes & Governing Law

22.1 Disputes fall under the exclusive jurisdiction of the courts of the Republic of Latvia, unless JBJ chooses another competent venue.
22.2 Latvian law applies. The Vienna Sales Convention is excluded.