A&A DISTRIBUTION B.V. –
WHOLESALE TERMS & CONDITIONS
Effective Date: 08 December 2025
Applicable to Supply Within the European Union
1. Minimum Order Quantity (MOQ)
1.1. The MOQ for each product may vary and is typically set at one pallet layer per SKU unless otherwise specified by A&A Distribution B.V.
1.2. Customers must refer to the official catalogue or contact A&A Distribution B.V. for accurate MOQ requirements.
1.3. Orders must total a full pallet (mixed SKUs permitted) to qualify for free shipping. Orders not meeting this requirement will be adjusted and reissued for confirmation.
2. Order Placement
2.1. Orders may be placed via:
– Email: info@aadistribution.nl / info@aadistribution.co.uk
– Wholesale Website: https://aadistribution.co.uk
– Customer Service: +44 203 432 5297
2.2. A&A Distribution B.V. reserves the right to refuse any order at its sole discretion.
3. Pricing, RRP/RWP & Minimum Advertised Price (MAP)
3.1. Products supplied are intended to be sold at or above the Recommended Retail Price (RRP) or Recommended Wholesale Price (RWP).
3.2. Customers may sell above RRP/RWP at their discretion.
3.3. Customers must not discount more than 10% below the RRP/RWP without obtaining prior written permission from A&A Distribution B.V.
3.4. Any advertised or published selling price more than 10% below RRP/RWP constitutes a material breach of this agreement.
3.5. A&A Distribution B.V. may implement a Minimum Advertised Price (MAP) policy at any time. Customers must comply across all sales channels, including brochures, online stores, social media, and third-party platforms.
3.6. Breach of RRP/RWP or MAP rules grants A&A Distribution B.V. the immediate right to:
– Suspend supply without notice
– Terminate the agreement
– Order removal of pricing or marketing materials
– Issue stop-sale instructions
– Recall products as outlined in clause 11.5
3.7. Customers must promptly comply with any request to amend pricing or promotional material that may disrupt the market or damage brand value.
4. Returns
4.1. Returns must be requested in writing within 7 days of delivery, referencing the invoice and reason.
4.2. Returns will not be accepted without written approval.
4.3. Return shipping costs are the responsibility of the Buyer unless otherwise agreed.
4.4. Products must be unopened, undamaged, and in resaleable condition.
5. Audit & Verification Rights
5.1. A&A Distribution B.V. reserves the right to request evidence of the Buyer’s advertised pricing, sales channels, and promotional activity at any time.
5.2. The Buyer must provide requested information (screenshots, documents, invoices, etc.) within 48 hours of receiving a written request.
5.3. Failure to comply constitutes a material breach and may result in immediate suspension or termination.
6. Brand Reputation & Market Integrity
6.1. The Buyer must not engage in any activity that harms, or is likely to harm, the brand value, image, trustworthiness, or commercial relationships of A&A Distribution B.V.
6.2. Actions that mislead the market, undercut pricing, confuse customers, or harm wholesale relationships constitute a material breach.
6.3. A&A Distribution B.V. may take immediate corrective action, including suspension, termination, recall of products, or stop-sale orders.
7. Immediate Suspension Rights
7.1. A&A Distribution B.V. may immediately suspend supply, cancel pending orders, or restrict account access without notice if:
– Pricing violations occur
– The Buyer sells on unauthorised platforms (including Amazon)
– Reputational or commercial risk is identified
– Sales channels are undeclared or non-approved
– The Buyer fails to comply with any material obligation
7.2. Suspension may remain in effect until A&A Distribution B.V. is satisfied that the issue is resolved.
8. Damages & Defects
8.1. Buyers must inspect shipments immediately upon receipt.
8.2. Damages must be reported within 3 days, with photographic evidence.
8.3. Replacement or refund will be provided after inspection and approval.
9. Storage & Handling Responsibility
9.1. Once delivered, the Buyer assumes full responsibility for correct storage conditions, temperature control, stock rotation, and prevention of deterioration.
9.2. A&A Distribution B.V. accepts no liability for damage or loss caused by improper storage or handling.
9.3. Claims relating to improper storage are excluded from warranty.
10. Intellectual Property Rights
10.1. All trademarks, designs, branding, artwork, and packaging remain the exclusive property of A&A Distribution B.V. / A&A Distribution Ltd (UK)
10.2. Use of intellectual property requires explicit written permission.
10.3. Unauthorised use constitutes a material breach and may result in legal action.
11. Termination, Recall & Post-Termination Obligations
11.1. Termination for Cause:
A&A Distribution B.V. may terminate this agreement immediately if the Buyer:
– Breaches pricing rules
– Sells on unauthorised platforms (including Amazon)
– Engages in conduct harmful to the brand
– Fails to comply with audit requests
– Violates confidentiality
– Fails to meet any material obligation
No cure period is required where there is risk to brand integrity or market stability.
11.2. Termination for Convenience:
Either party may terminate the agreement by giving 14 days’ written notice.
11.3. Immediate Stop-Sale Order:
A&A Distribution B.V. may instruct the Buyer to immediately cease selling, advertising, or distributing the products.
11.4. Post-Termination Resale Restrictions:
Remaining stock may not be sold unless written permission is granted.
11.5. Right to Recall or Repurchase:
A&A Distribution B.V. may:
– Recall stock
– Arrange collection
– Refund at original purchase price or an agreed repurchase value
Compliance with recall instructions is mandatory.
11.6. Failure to comply constitutes an actionable breach.
12. Confidentiality
12.1. All wholesale pricing, discounts, and commercial terms are confidential.
12.2. Disclosure to third parties constitutes a material breach.
13. Dispute Resolution
13.1. Parties will attempt to resolve disputes amicably through negotiation or mediation before taking legal action.
14. Legal Compliance
14.1. Both parties must comply with all applicable EU food safety, labelling, and product regulations.
15. Insurance
15.1. A&A Distribution B.V. insures goods during transit up to delivery.
15.2. The Buyer is responsible for insurance after delivery.
16. Force Majeure
16.1. Neither party is liable for delays or non-performance caused by events beyond their reasonable control.
17. Governing Law & Jurisdiction
17.1. This agreement is governed by the laws of The Netherlands.
17.2. Any disputes shall be resolved exclusively in the courts of The Netherlands.
18. Liability for Food Products
18.1. A&A Distribution B.V. acknowledges that the goods supplied are food products and warrants compliance with EU food safety regulations at the time of delivery.
18.2. Products meet applicable EU and Dutch food safety standards at the time of dispatch.
18.3. A&A Distribution B.V. is not liable for loss, damage, or injury arising from consumption or use beyond intended purpose or expiry date.
18.4. The Buyer assumes full responsibility for safe storage, handling, and usage after delivery.
18.5. A&A Distribution B.V. is not liable for indirect, incidental, consequential, or punitive damages unless caused by gross negligence or wilful misconduct.
18.6. A&A Distribution B.V. disclaims liability for incidents occurring outside the European Union.