General Terms and Conditions - B2B

General Terms and Conditions - B2B

JSP GROUP INTL BV, with registered office at B-2250 Olen, Geelseweg 80, registered in the Register of Legal Persons (RPR) of Antwerp, Turnhout Division, company number 0432.051.757 - VAT BE0432.051.757 (hereinafter referred to as 'the Seller') provides these General Terms and Conditions B2B, which apply to all agreements and transactions with its B2B clients (hereinafter referred to as 'the Buyer'). 

For the purpose of these Terms and Conditions, 'the Buyer' refers specifically to the B2B clients of JSP Group INTL BV, including Distributors and Retailers, who purchase products for resale or business use. The use of 'the Seller' in these Terms and Conditions refers exclusively to JSP Group INTL BV.

1. Applicability and Deviations
The conditions stated on invoices, order forms, quotations, websites, and other documents are an integral part of these documents and apply to all commitments, agreements and contracts entered, including those relating to repairs.

Deviating terms, clauses and provisions shall only apply if expressly agreed in writing in advance.

To bind the Seller, every order must be confirmed in our offices or placed via the B2B site. The following terms and conditions take precedence over those of the Buyers, both general and special.

2. Offers, prices and deadlines
The commitments made by the agents and/or representatives of the Seller are valid only after written confirmation. The applicable prices are those in force on the day of order registration. These prices may be changed without prior notice, subject to other agreements. In case of storage, backorders are invoiced at the prices at the time of the order. Backorders can only be cancelled after a period of six (6) months.   Delivery times are indicative only. The Seller takes the necessary measures to meet delivery times but does not accept delay penalties. Delays in delivery cannot under any circumstances give rise to cancellation of the order. Partial deliveries are permitted. Even in the case of special and formal provisions regarding delivery deadlines, the Seller declines any responsibility:

• In cases of force majeure; 

• If the performance of the contract is delayed due to a fact for which the Seller is not responsible;

• If the Buyer has not strictly observed the terms of payment. 

Delivery takes place ex Seller's warehouse and is considered as acceptance. Return of the delivered goods can only take place with the explicit consent of the Seller. All goods intended to be returned or replaced must be accompanied by a note stating the invoice number and reason for return. Damaged or soiled goods will not be taken back. If the goods are taken back, they will be credited on the day of invoicing at ten percent (10%) of the net purchase price.

3. Shipment and Transport
The goods are delivered according to the internationally recognized Incoterms ‘Ex Works - Ex Factory’, unless otherwise agreed and indicated on the invoice. This implies that all risks and costs arising from the transport shall be borne by the consignee (the Buyer). It does not matter whether the transport is conducted by the Seller or by designated carriers. If goods are lost in transit or shipment, even by accident or force majeure, the Buyer remains liable for payment of the goods purchased.

4. Product Safety and Responsibilities - General Product Safety Regulation (EU) 2023/988
4.1. General Obligations under General Product Safety Regulation (EU) 2023/988
Under the General Product Safety Regulation (EU) 2023/988 (hereinafter referred to as 'GPSR'), JSP GROUP INTL BV (hereinafter referred to as ‘the Seller’) confirms that all products supplied comply with the applicable European product safety regulations. Both the Seller and its B2B clients, who may act as Resellers, i.e. Distributors or Retailers (hereinafter referred to as 'the Buyer'), are obligated to adhere to GPSR requirements according to their specific roles in the supply chain.

4.2. Responsibilities of JSP GROUP INLT BV (‘the Seller’) under General Product Safety Regulation (EU) 2023/988
The Seller is committed to ensuring full compliance with the General Product Safety Regulation (EU) 2023/988 as well as additional applicable EU directives and regulations relevant to the products supplied. This includes, but is not limited to, adherence to CE marking requirements and specific safety guidelines for electronic devices and other regulated product categories.

To meet these requirements, the Seller ensures the following:

• Product Conformity: All products comply with European safety standards, including proper labeling, CE marking (where applicable), and the required safety documentation.

• Product Traceability: The Seller maintains comprehensive traceability of products within the supply chain and provides necessary product-related information to regulatory authorities upon request.

• Corrective Actions: In the event of a detected safety issue, the Seller is responsible for initiating corrective measures, including product recalls, notifying customers of potential risks, and providing product replacements or refunds as necessary, in compliance with GPSR protocols and any other applicable EU regulations.

These responsibilities are outlined in Article 8 of the General Product Safety Regulation (EU) 2023/988.

4.3. Responsibilities of Distributors and Retailers ('the Buyer') under General Product Safety Regulation (EU) 2023/988
The Buyer is responsible for meeting the following obligations, depending on their role as Distributor or Retailer:

• Verify that products carry correct markings and comply with GPSR standards.
• Monitor product safety and report potential risks to the Seller and, where necessary, to relevant authorities.
• Collaborate with the Seller in product recalls and other corrective actions.
• Provide necessary safety information to customers and relevant authorities upon request.

• Ensure consumers receive adequate safety information for product use.
• Record product safety complaints and report them to the Seller.
• Actively participate in product recalls and consumer warnings.
• Maintain product traceability and provide origin and distribution information to the Seller and relevant authorities upon request.

The Buyer’s responsibilities are set forth in Article 10 of the General Product Safety Regulation (EU) 2023/988.

4.4. Immediate Actions and Corrective Measures
In the event of a product safety risk or non-compliance, the Seller is responsible for taking immediate action. These actions include notifying affected customers, initiating product recalls, and collaborating with the Buyer to ensure consumer safety in accordance with GPSR requirements. For a detailed overview of the recall process, please refer to Article 10.5 Recall Process, which outlines the specific steps and communication protocols to be followed during a recall.

5. Warranty and Complaints
No guarantee is granted by the Seller other than the conformity of the goods with the quality and specifications mentioned in the order form and/or sales agreement and its confirmation. 

Buyers who are not compliant with their payment obligations do not benefit from any warranty. The Buyer alone bears the risks arising from the use of the goods sold and assumes all responsibility for them.   The Seller denies any warranty, express or implied, written, or unwritten, against infringement of any patent or patent relating to the goods supplied and their use. The Seller's warranty is limited to the replacement of defective parts, if recognized by our technical department and provided they have not been modified or dismantled by the customer. Complaints must be submitted in writing within five (5) days after receiving receipt of the goods. After this period, the delivery is deemed accepted. 

Complaints for hidden defects can only be considered if they are communicated to the Seller by registered letter within thirty (30) days of receipt and/or commissioning of the goods. After this period, the Buyer can no longer claim the hidden defects, except with our express written consent. 

The warranty period starts on the day of delivery and/or commissioning of the goods. 

If the Seller acknowledges that the complaint is well-founded, the Seller is only obliged to replace or repair the delivered goods or the defective parts free of charge, without being liable for any compensation. 

The Seller's liability shall in any case be limited to the sales price including the transport costs of these goods that do not meet the agreed qualities and specifications. 

All complaints about missing goods in shipments must reach the Seller in writing within five (5) working days from the invoice date.

6. Payments
The first five (5) deliveries are shipped without discount, either against prepayment, or obtained against cash payment upon collection or delivery. 

Subsequent deliveries take place under the following conditions: 

• Either cash payment; within five (5) working days after invoice date with a two percent (2%) discount on the invoice value; 

• Or payment within thirty (30) days after invoice date without any deduction.

Orders of less than four hundred euros (€ 400) must be paid cash on delivery without deduction. Goods delivered by the Seller may be reclaimed by the Seller at any time in settlement of outstanding invoices. 

The receipt and/or signing of the invoice shall, in accordance with the Civil Code Article 5.231 of 13 April 2019, by operation of law imply a notice of default without any deed being required and only by expiry of deadline. 

Unless otherwise provided, agents or representatives of the Seller may not collect the amount of the invoice. 

In the event of non-payment by the agreed due date, we reserve the right to increase the invoice amount by applying a default interest rate of ten percent (10%) and a fixed compensation fee of forty euros (€ 40) for collection costs, with a minimum charge of one hundred euros (€ 100).

This clause does not prevent the debtor from requesting instalments and only applies as far as the amount of the invoice is not open to serious dispute. 

Non-payment on the due date of a single invoice makes the balance due on all other invoices, even those not yet due, immediately payable by operation of law. 

If the Buyer fails to honor his commitments, the sale may be cancelled ipso jure and without notice of default, without prejudice to our rights to all damages and interest. The expression of our will by registered letter is sufficient for this purpose. 

If the Seller’s confidence in the Buyer's creditworthiness is impaired by judicial execution against the Buyer and/or demonstrable other events which call into question and/or render impossible our confidence in the proper fulfilment of the obligations entered into by the Buyer, the Seller reserves the right, even if the goods have already been dispatched in whole or in part, to suspend the order in whole or in part and to demand appropriate guarantees from the Buyer. 

If the Buyer refuses to comply, the Seller reserve the right to cancel all or part of the order. All this is without prejudice to our rights to all damage and interest.

8. Transfer of Ownership and Retention of Title
The goods remain our property until full payment of the price has been made. The Buyer bears all risks. Advance payments made do remain our property to offset any losses on resale. 

If the Buyer resells the goods from the Seller, even processed, he shall from now on assign to the Seller all claims arising from such resale. 

In case of non-payment of any amount due, or bankruptcy of the Buyer, the Seller shall be entitled to rescind the contract or the undelivered part thereof without judicial intervention.

9. Applicable law - Competent court
These B2B General Terms and Conditions of Sale are governed by Belgian law. In the event of a dispute, the courts of Antwerp, Turnhout Division, shall have exclusive jurisdiction. 

The Seller reserves the right to bring action before other competent courts in the Buyer’s country. The aforementioned General Terms and Conditions of Sale cannot be revoked or annulled by conditions established later, as these shall only have a supplementary character.

10. General Product Safety Regulation (EU) 2023/988
10.1. Compliance with Product Safety Laws
The Seller confirms that all products delivered comply with the requirements of the General Product Safety Regulation (EU) 2023/988 and all other applicable laws and regulations relating to product safety. The Seller is required to keep detailed documentation to ensure the traceability of products throughout the supply chain.   

10.2. Safety Risks and Immediate Actions
If a product supplied by the Seller poses a safety risk or does not comply with the General Product Safety Regulation, the Seller undertakes to immediately take all necessary measures, including recalling the product, sending clear warnings to customers, and providing a replacement product or a refund. In accordance with the requirements of the General Product Safety Regulation (EU) 2023/988 (GPSR), the Seller undertakes immediate corrective measures upon identification of any product safety risk or non-compliance. These measures include, but are not limited to, product warnings, recalls, and communicating safety risks to customers and relevant authorities. The Seller ensures that these corrective actions comply with GPSR protocols and European safety guidelines.

For an in-depth outline of the structured recall process and related documentation requirements, please see Article 10.5 Recall Process.

These procedures are carried out in accordance with Article 8 of the General Product Safety Regulation (EU) 2023/988.

10.3. Corrective Measures
The Seller commits to taking immediate corrective measures should a delivered product prove to be dangerous. These measures include, where necessary, proposing a recall, informing the relevant authorities, and sending warnings to customers. The Seller shall ensure that these measures are implemented in accordance with the procedures set forth by the GPSR. 

10.4. Product Recall and Documentation
In the event of a product safety issue, the Seller commits to informing the relevant authorities and complying with any recall investigation initiated under the GPSR. The Seller is required to ensure that all records related to product safety are maintained and updated as required by law. 

10.5. Recall Process
In the case of a safety issue necessitating a product recall, the Seller will follow a structured recall process to ensure consumer safety and regulatory compliance. This recall process is structured as follows:

• Product Identification and Risk Assessment: The Seller identifies and verifies the product and associated risks in accordance with GPSR safety criteria. A thorough risk assessment will determine the severity and potential impact of the product safety issue on consumers, guiding the subsequent actions in the recall process.

• Responsibility and Communication: The Seller is responsible for coordinating and implementing recall actions, including prompt communication with affected customers, distributors, and relevant authorities. All communications will be conducted through appropriate channels to ensure the prompt and effective dissemination of safety information. This includes a formal notification to customers detailing the product issue, specific instructions on returning or disposing of the product, and information on available remedies, such as repair, replacement, or refund. Additionally, the Seller shall notify relevant regulatory authorities as per the requirements of Article 8 of the General Product Safety Regulation (EU) 2023/988, providing details on the product issue, risk assessment, and corrective actions undertaken.

• Corrective Measures: The Seller may provide options for repair, replacement, or refund for recalled products. These corrective actions will be executed in compliance with GPSR requirements and in alignment with any specific protocols issued by regulatory bodies. In cases where the product poses an imminent risk to consumer safety, the Seller will initiate immediate recall procedures and remove the product from distribution channels to prevent further sales or usage.

• Documentation and Reporting Requirements: The Seller will document all steps taken in the recall process, including notifications to customers and authorities, corrective actions, and any other relevant details. This documentation is maintained for a minimum of ten (10) years to ensure traceability and accountability. The documentation includes details of the risk assessment, recall notifications, customer responses, and any corrective measures undertaken to address the product safety issue. This documentation will be made available to regulatory authorities upon request, in compliance with Article 15 of the General Product Safety Regulation (EU) 2023/988.

This recall process complies with Articles 8 and 18 of the General Product Safety Regulation (EU) 2023/988, ensuring a clear and coordinated approach to corrective actions and customer safety in the event of a product-related risk.

10.6. Liability in Case of Non-Compliance
The Seller indemnifies the Buyer against any damage, losses, and costs arising from the Seller’s failure to comply with the GPSR or from the provision of a dangerous product. The Seller shall also be liable for any claims brought by third parties as a result of defective or dangerous products.

11. Appointment of Authorised Representative
11.1. Designation for Regulatory Compliance
In accordance with the General Product Safety Regulation (EU) 2023/988, the Seller has appointed an Authorized Representative responsible for product safety, regulatory compliance, and managing product recalls. 

11.2. Authorized Representative’s Contact Information
The designated Authorized Representative for the EU is: 

Mr. Patrick Engelen
JSP Group INTL BV
Geelseweg 80 2250 Olen Belgium
Telephone: +32 (0)14 25 92 83
E-mail: patrick.engelen@jsp-group.com

11.3. Responsibilities of the Authorized Representative
The Authorized Representative is responsible for liaising with regulatory authorities and ensuring that all necessary measures are taken in the event of a product safety issue. This includes maintaining up-to-date product safety records, facilitating product recalls, and ensuring compliance with all aspects of the General Product Safety Regulation. The Authorized Representative also oversees product registration requirements, including notifications to relevant EU databases where required.

The Authorized Representative’s obligations are defined in Article 4 of the General Product Safety Regulation (EU) 2023/988.

General Terms and Conditions of Sale B2B Version B2B062024