Terms & Conditions

1. Application and Acceptance of Terms

1.1 These Terms apply to all trade, purchase, mediation, supply, stock-lot and clearance transactions between the Seller and the Buyer, unless the Seller confirms a different agreement in writing.

1.2 The Buyer is deemed to have read, understood and accepted these Terms when the Buyer signs or confirms a proforma invoice; confirms an order by email, WhatsApp or any other written message; pays any advance or full payment; requests or accepts loading; arranges shipment; accepts delivery; resells, exports, repacks or otherwise handles the goods.

1.3 The proforma invoice, invoice, packing list, bill of lading, CMR, email or WhatsApp confirmation and these Terms together form the contract documents. In case of conflict, the specific written proforma invoice confirmed by the Seller prevails for price, quantity, loading place and payment terms; these Terms prevail for risk, defects, expiry, claims, liability and jurisdiction.

1.4 These Terms apply only in business-to-business trade. The Buyer confirms that it acts as a professional trader, wholesaler, importer, exporter, distributor, reseller or business customer and not as a consumer.

2. Definitions

2.1 Seller means Shawish GmbH, including any sale made under or in connection with HMS Group GmbH where applicable, as seller, reseller, broker, mediator or exporter.

2.2 Buyer or Customer means any business customer, purchaser, consignee, importer, exporter, distributor, reseller or party ordering, paying for, receiving or taking possession of goods from the Seller directly or indirectly.

2.3 Goods or Products means any products sold by the Seller, including but not limited to baby diapers, adult diapers, wet wipes, hygiene products, paper products, wallpaper, FMCG, stock lots, clearance goods and other goods.

2.4 B-Grade, Second Choice or Stock Lot Goods means goods that are not sold as first-grade retail goods and may contain known or unknown faults, defects, irregularities, damages, shortages, expiry issues, date-code issues, mixed goods or quality variations.

2.5 Expired Goods means goods with a printed expiry date, best-before date, production date, batch date, use-by date or similar coding that is expired, close to expiry, missing, unreadable, mixed, incorrect, inconsistent or not suitable for the Buyer’s intended market.

3. Nature of B-Grade / Second Choice / Stock Lot Goods

3.1 The Buyer understands and accepts that the price of B-grade, second choice and stock-lot goods is discounted because the goods are not normal first-grade retail goods.

3.2 The Buyer accepts that the goods may have one or more visible or hidden faults. The following list is not exhaustive and is only an example of possible stock-lot conditions.

• Different colour, design, size, weight, absorption, texture, pattern, thickness, folding, shape, packaging, brand mix or production batch.
• Expired goods, close-to-expiry goods, goods with missing, unreadable, damaged, mixed, wrong or inconsistent date codes, batch codes or barcodes.
• Torn, pressed, deformed, dirty, dusty, wet, weather-affected, damaged, loose, mixed, incomplete or repacked goods.
• Missing or damaged tapes, elastic, Velcro, foil, outer bags, cartons, labels, packaging, pallets, barcodes or other parts.
• Goods connected together, smudged, all-white, unbranded, partly branded, misprinted, overstock, discontinued, rejected, clearance, factory return or warehouse return goods.
• Quantity, packing, pallet, bale, brand, colour, size or feature variations compared with photos, videos, samples, previous shipments, catalogues or original first-grade specifications.

4. Special Clause for Expired / Close-to-Expiry Hygiene Goods

4.1 The Buyer expressly accepts that B-grade hygiene goods, including baby diapers, adult diapers, wet wipes and similar hygiene products, may include expired goods, close-to-expiry goods, mixed expiry dates, missing expiry dates or unreadable date codes.

4.2 The mere fact that a product is expired, close to expiry, missing a date code, has an unreadable date code or has mixed date codes shall not be considered a breach of contract, defect claim or reason for cancellation, price reduction, return, refusal of payment or legal claim where the goods were sold as B-grade, second choice, stock lot, clearance or similar discounted goods.

4.3 The Seller does not give any guarantee that expired or close-to-expiry goods are legally permitted for import, resale, donation, relabelling, distribution, online sale, retail sale or use in the Buyer’s country or in any destination country. The Buyer is solely responsible for checking and complying with all local laws, customs rules, labelling rules, health rules, consumer rules, product rules and resale restrictions.

4.4 The Buyer is solely responsible for inspecting the goods before resale or distribution and for informing its customers, end customers, importers, authorities and downstream buyers about the stock-lot, B-grade and expiry/date-code condition of the goods.

4.5 The Buyer shall indemnify and hold the Seller harmless from any third-party claim, authority claim, customer complaint, fine, storage cost, destruction cost, recall cost, return cost, demurrage, detention, customs issue or resale loss arising from the Buyer’s import, resale, distribution or handling of expired, close-to-expiry, missing-date-code or B-grade goods, except to the extent caused by the Seller’s intentional misconduct, fraudulent concealment or mandatory liability under German law.

5. No Guarantee, No Warranty and As-Is Sale

5.1 All B-grade, second choice, stock-lot and clearance goods are sold as-is and where-is, with all visible and hidden faults, in their actual condition at the loading place.

5.2 The Seller gives no guarantee and no warranty regarding quality, shelf life, expiry date, absorption, fitness for a particular purpose, marketability, resaleability, consumer acceptance, retail compliance, brand consistency, packing consistency, exact quantity, exact size, exact colour, exact date code, exact country compliance or future performance of the goods.

5.3 Photos, videos, samples, previous shipments, packing descriptions, brand names, counts and factory information are for general identification only and do not create a guarantee that the full shipment will be identical, complete, first-grade, defect-free or suitable for the Buyer’s market.

5.4 The Buyer confirms that the discounted price reflects the special risk of B-grade and stock-lot business. The Buyer accepts this risk and waives claims based on all disclosed, known, typical or reasonably expected stock-lot conditions, subject only to mandatory German law.

6. Inspection, Complaints and Deemed Approval

6.1 The Buyer must inspect the goods immediately when inspection is possible, including at the loading place, upon collection, upon arrival, upon customs release or before resale, whichever occurs first.

6.2 Any visible complaint must be sent to the Seller in writing without undue delay and not later than three working days after delivery, collection, arrival or the first opportunity for inspection. Any hidden complaint must be sent immediately after discovery and before resale, repacking, export, distribution or use.

6.3 Any complaint must include the proforma invoice number, invoice number, container or truck number, pallet or bale numbers, clear photos and videos, quantity details and a precise explanation of the alleged issue.

6.4 No complaint is accepted after the Buyer has resold, exported, repacked, mixed, distributed, processed, used, donated or otherwise changed the goods, unless mandatory law requires otherwise.

6.5 For commercial transactions, the Buyer’s inspection and notification duties under German Commercial Code HGB Section 377 apply. If the Buyer fails to inspect or notify in time, the goods are deemed approved to the extent permitted by law.

7. Quantity, Loading and Availability

7.1 Quantities, weights, pallet counts, bale counts, carton counts, container loading details and product descriptions for stock-lot goods are approximate unless the Seller expressly confirms exact quantities in writing.

7.2 The Seller may deliver mixed sizes, mixed brands, mixed batches, mixed dates, mixed packaging and partial shipments unless the proforma invoice expressly states otherwise.

7.3 Loading place may differ from the product origin, manufacturer or warehouse shown in previous documents. The Seller may change the loading place without prior notice where required by stock availability or logistics.

7.4 Delivery of a confirmed order may take up to 60 days after receipt of advance payment and depends on availability of the goods. If the Seller cannot supply the confirmed goods, the Seller’s responsibility is limited to refunding the paid advance for the undelivered goods, without further costs, damages or compensation.

8. Prices, Payment and Retention of Title

8.1 All prices are net prices in Euro and are based on Ex Works EXW from the relevant factory, warehouse or loading place unless otherwise agreed in writing.

8.2 Offers and proforma invoices are valid for two weeks from their issue date unless the Seller confirms another validity period in writing.

8.3 Standard payment terms are 50% advance payment and 50% against draft bill of lading, CMR, loading confirmation or not later than 14 days after loading, unless otherwise agreed in writing.

8.4 The Seller accepts bank transfer and cash at its registered office where legally permitted. The Seller does not accept Western Union, Ria, MoneyGram or letters of credit unless expressly agreed in writing.

8.5 Title to the goods remains with the Seller until full payment of all invoices, costs and charges. If payment is delayed, the Seller may stop loading, stop documents, hold goods, recall goods, repossess goods, redirect shipments or take any lawful protection measure. All additional costs caused by non-payment are for the Buyer’s account.

8.6 If the Buyer delays payment, refuses payment or breaches the contract, any advance payment may be kept by the Seller as a set-off against storage, logistics, loss of resale opportunity, cancellation costs, demurrage, detention, transport, administrative cost and other damages, without prejudice to further rights under law.

9. VAT, Customs and Documentation

9.1 Sales to German companies are subject to German VAT where applicable. For EU business customers outside Germany, the Buyer must provide a valid EU VAT number and all legally required proof within three working days of shipment or any earlier date requested by the Seller. If the Buyer does not provide the required VAT information or export proof, VAT may be charged.

9.2 The Buyer is responsible for all import permits, customs clearance, destination-country approvals, labels, translations, certificates, special documents and local requirements unless the Seller expressly agrees in writing to provide a specific document.

9.3 Some countries require special documents or procedures, such as CNCA, ETCN, SGS, CTN, EUR.1 or other documents. The Buyer must inform the Seller before shipment. If the Buyer does not inform the Seller in writing before shipment, all costs, delays, risks, demurrage, detention and consequences are for the Buyer’s account.

9.4 The Seller is not responsible if authorities, customs, shipping lines, ports, warehouses, agents or destination-country bodies reject, delay, inspect, fine, block, destroy, return or request additional documents for the goods.

10. Shipping, Risk and Costs

10.1 Unless otherwise agreed in writing, sales are Ex Works EXW according to Incoterms. Risk passes to the Buyer when the goods are made available for collection, loaded, handed to the carrier, or otherwise placed at the Buyer’s disposal, whichever occurs first.

10.2 Shipping may be arranged through the Seller’s shipping agent, forwarder, carrier or shipping line. The Buyer may use its own agent only with the Seller’s prior written approval.

10.3 The Seller is not responsible for delays, rollovers, strikes, port congestion, weather, natural disasters, customs delays, inspections, shortages of equipment, booking cancellation, transport refusal, force majeure or any act or omission of carriers, shipping lines, forwarders, warehouses, factories or authorities.

10.4 Any demurrage, detention, storage, customs charges, port charges, inspection charges, return costs, destruction costs, re-export costs, extra transport or waiting time caused after risk transfer, by Buyer delay, by missing documents from the Buyer, by destination-country requirements or by Buyer non-payment are for the Buyer’s account.

11. Third Party Goods and Intellectual Property

11.1 The Seller often sources stock-lot goods from third-party factories, warehouses, owners, liquidators, representatives or mediators. The Seller is not the manufacturer unless expressly stated in writing.

11.2 Some goods may carry brands, trademarks, designs, barcodes, copyright, private label packaging or market restrictions. Unless expressly confirmed otherwise, the Buyer is responsible for checking whether goods may be imported, resold or distributed in the intended destination country.

11.3 Goods with copyright, trademark or territorial restrictions may be sold only outside Europe if stated by the Seller. The Buyer must comply with all such restrictions and indemnify the Seller against any breach.

12. Limitation of Liability

12.1 To the maximum extent permitted by mandatory German law, the Seller is not liable for loss of profit, loss of resale, loss of market, loss of contracts, indirect damages, consequential damages, customs issues, regulatory issues, reputational loss, storage, demurrage, detention, recall, destruction, customer claims or downstream claims arising from B-grade, expired, close-to-expiry or stock-lot conditions accepted by the Buyer.

12.2 Where the Seller is legally liable despite these Terms, the Seller’s liability is limited to the net purchase price actually paid to the Seller for the specific goods directly affected by the proven issue.

12.3 Nothing in these Terms excludes liability where exclusion is not permitted by mandatory German law, including liability for intentional misconduct, fraudulent concealment, guarantees expressly given in writing, or injury to life, body or health where applicable.

13. Returns, Cancellation and Refusal of Goods

13.1 No return, cancellation, refusal, debit note, price reduction, chargeback or deduction is permitted without the Seller’s prior written approval.

13.2 The Buyer may not refuse goods because of known or typical B-grade, second choice, stock-lot, expiry, close-to-expiry, date-code, packing, colour, size, quantity variation or damage conditions unless the Seller expressly guaranteed the opposite in writing.

13.3 If the Buyer refuses goods, delays collection, delays customs clearance, delays payment or fails to provide documents, all resulting costs and risks are for the Buyer’s account.

14. Compliance by Buyer and Downstream Sales

14.1 The Buyer must not misrepresent the goods as first-grade, fresh, non-expired, defect-free, original retail goods or guaranteed goods if they were purchased as B-grade, stock lot or second choice goods.

14.2 The Buyer must communicate the B-grade, stock-lot and expiry/date-code condition to its own buyers, customers, importers, distributors and any downstream party as required by law and good commercial practice.

14.3 The Buyer is fully responsible for its own marketing, resale, relabelling, repacking, translation, product information, storage, handling and distribution after risk transfer.

15. Governing Law and Jurisdiction

15.1 All contracts, offers, proforma invoices, invoices, deliveries, disputes and claims between the Seller and the Buyer are governed by German law, excluding conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods CISG, unless the Seller expressly agrees otherwise in writing.

15.2 The parties shall first try to resolve any dispute amicably. If no settlement is reached, the exclusive place of jurisdiction shall be the competent court for the Seller’s registered office in Germany, currently Herborn/Wetzlar area, to the extent legally permitted.

15.3 The Seller may also bring claims against the Buyer at the Buyer’s registered office, place of business, place of assets, place of delivery, place of destination or any other legally permitted jurisdiction.

16. Final Provisions

16.1 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain valid. The invalid provision shall be replaced by a valid provision that comes as close as possible to the commercial purpose of the invalid provision.

16.2 Amendments, side agreements, guarantees, quality promises, expiry promises, marketability promises or exceptions are valid only if confirmed by the Seller in writing.

16.3 The English version of these Terms is used for international trade. If a translation is prepared, the English version shall prevail unless mandatory law requires otherwise.

16.4 These Terms replace all previous versions from the effective date above.

Buyer Confirmation and Waiver

By confirming the order, signing the proforma invoice, paying an advance, requesting loading, arranging shipment, accepting delivery, reselling, exporting, repacking or distributing the goods, the Buyer confirms the following: