Please review these terms and conditions carefully, as they contain important information on using and purchasing from the Jroll Wholesale Portal for Resellers, provided by Jroll Ltd.

All information shared with the Reseller, whether directly or through the Wholesale Portal should be treated with confidentiality.

Accessing this Jroll Wholesale Portal means you agree to the Terms and Conditions below.

Governing terms

Use of the Jroll Wholesale Portal, and orders placed via the Wholesale Portal, are governed by:

The terms and conditions of the Jroll Authorized Reseller Agreement (the “Reseller Agreement”), or any other signed agreement in which Jroll grants resale rights to your organization; and these Jroll Wholesale Portal Terms and Conditions.

These Terms and Conditions apply only to companies or legal persons under public law. They do not apply to end consumers.

These Jroll Wholesale Portal Terms and Conditions constitute ancillary terms to the Reseller Agreement and are by this reference incorporated into and made a part thereof. In the event of a conflict between the Reseller Agreement and these Wholesale Portal Terms and Conditions, the Wholesale Portal Terms and Conditions shall prevail, but only with respect to orders placed via the Wholesale Portal. Use of the Wholesale Portal is also subject to Jroll’s Terms of Use and Privacy Policy, both of which are incorporated herein by this reference.

Our Terms and Conditions shall apply exclusively and any deviating, opposing or supplementary Terms and Conditions of the customer shall not apply unless Jroll has agreed to this in writing.

Access limited to Jroll Authorized Resellers

The Jroll Wholesale Portal for Resellers is for use by Jroll Authorized Resellers and Jroll Authorized Distributors authorized by Jroll Ltd. (hereafter “Jroll”) only. By accessing and using the Wholesale Portal, you represent that your organization is a Jroll authorized Reseller or a Jroll authorized Distributor (a “Reseller”), that you are authorized to access and use the Wholesale Portal on behalf of your organization, and that you have read and agreed to these Jroll Wholesale Portal Terms and Conditions.

Commercial Offer

Our commercial offers are non-binding and subject to change.

Only in the case certain terms of acceptance have been specifically agreed upon, any order placed and accepted by Jroll is considered a binding contractual agreement.

Deviations customary in the trade and due to required provisions or that represent technical improvements, and substitutions of components by equivalent parts are allowed, as far as they do not affect the intended purpose under the contract. Performance specifications for our products (e.g. weights, dimensions, and other technical data) as well as depictions of the same (e.g. drawings and pictures) are only indicative as far as their applicability for the contractually intended purpose does not require an exact match. They do not constitute guaranteed quality features, but are descriptions or identification indicators of the delivery.

Authorized products and payment methods

The Wholesale Portal will display only the products or product categories that a specific Reseller is permitted to purchase from Jroll, and to authorize payment using only those methods that have been made available to the specific Reseller.

Jroll does not guarantee that the Wholesale Portal will display the correct product universe or payment methods. At Jroll’s sole discretion at any time, including after the Reseller has taken possession of the ordered products, Jroll reserves the right to reject or cancel orders, in whole or in part, that include unauthorized products or are placed using unauthorized payment methods.and it is

Promo codes

Occasionally, Jroll may decide and provide Resellers with promo codes which will be available for use in the Wholesale Portal. Promo codes are subject to the applicable promotion terms and conditions and may not be combined with any other offer. Jroll reserves the right to terminate promo codes at any time in its sole discretion.

Purchasing promotional products and bundles

Occasionally, Jroll may allow Resellers to order bundled products or promotional products for resale in connection with a Jroll promotion. The applicable promotion terms and conditions will apply, and all such products must be resold accordingly and compliant to these terms and conditions. Bundled products may not be separated apart for resale. Unless the promotion terms and conditions provide otherwise, promotional products must be advertised and sold as a bundle. Jroll reserves the right to terminate promotions at any time.

Delivery and Transfer of Title & Risk:

Our products are delivered EXW (pursuant to Incoterms 2020) from our warehouse in Zhongshan City, China, which is also the place of fulfillment for the delivery and any subsequent performance, unless both Jroll and the Reseller have agreed otherwise.

Title to all the Products sold by Jroll to the Reseller will be transferred to the Reseller and risk of loss or damage to any of the Products in transit, without regard to whether Jroll paid the shipping charges or whether any third party is designated as consignee. The Reseller is responsible to insure and file claims with the carrier.

Following Reseller’s request and approval of cost, our products will be shipped to a different destination. Jroll has the right to determine the type of shipping, specifically the transportation company, dispatch route, and packaging, unless both parties have agreed otherwise.

Delivery costs, if applicable and approved, will be charged separately per order. Jroll cannot guarantee delivery on a particular date or time or assume liability for late deliveries, as delivery is beyond Jroll’s control, when orders have left Jroll’s facilities,

Delivery dates set forth in any Reseller order or any form of written confirmation by Jroll, shall be deemed to be estimated only and subject to Jroll’s then current lead-time estimates for the Products. In case Jroll fails to meet any of such dates, the Reseller will not be excused from payment of any amounts to Jroll or from the performance of any of its other obligations under these terms and conditions. Jroll will not be liable to the Reseller for damages resulting from such delays.

Quotations generated by Jroll

In correspondence with the Reseller, Jroll designated employees will have the ability to generate quotations on behalf of the Reseller and share those via the Wholesale Portal. Reseller will then be able to accept or request a requote or cancellation of the quotation. In case accepted, the quotation will be replaced by an order and followed by an invoice.

Modifying, Cancelling and Returning Orders

Orders placed via the Wholesale Portal cannot be changed or cancelled in most circumstances. To determine whether an order can be changed or cancelled, please contact Reseller Sales Support. Products ordered via the Wholesale Portal are returnable only to the extent provided in the applicable Reseller Agreement. For more information about returns, please contact Reseller Sales Support.

Safeguarding Access Credentials

The Reseller is responsible for any and all actions taken and purchases made via its authorized user accounts. Users are entirely responsible for maintaining the confidentiality of their account information, and Resellers must notify Jroll immediately if they believe the security of their access credentials has been compromised.

Terminating access

Jroll may terminate a user’s access to the Wholesale Portal at any time and for any reason, including but not limited to account inactivity, request from the applicable Reseller, or violation of threatened violation of these Wholesale Portal Terms and Conditions. When a user’s access is terminated, all proposals and templates created by that user are deleted.

Prices and payment terms

Every single Reseller order for the Products under this Agreement shall be deemed a separate transaction and each shipment of the Products by Jroll will constitute a separate sale, obligating the Reseller to pay therefor, whether such shipment be in whole or only in partial fulfillment of such order.

Unless otherwise agreed, the prices that were valid at the time when the contract was concluded for the scope of delivery specified in the order confirmations shall apply. Our prices are based on the Euro (EUR or €) net ex stock (EXW pursuant to Incoterms 2020) plus statutory value added tax in case applicable.

In the case of sale by dispatch, the customer shall bear the transportation costs ex stock and the costs of any transportation insurance that the customer may be requesting. Any customs duties, fees, taxes and other public dues are also the customer’s responsibility.

The Reseller shall not make any financial deductions to what it owes Jroll, unless the Reseller has received an official credit note from Jroll authorizing such deduction.

Should reasonable and substantial doubts arise after acceptance of orders as to the customer’s ability to pay or if invoices that are due are not paid or any granted payment term is exceeded, we reserve the right to withdraw from the contract and/or cancel orders.

The Reseller’s payment for the Products shall be considered past due if it is not received by Jroll by the due date shown on Jroll’s invoice. If any payment is past due, then in addition to any other remedy available to Jroll under this Agreement or at law therefor, Jroll may declare, by giving the Reseller notice thereof, (a) all of the liabilities and obligations of the Reseller to Jroll, whether then due or not, to be immediately due unless the past due payment is received by the time specified in the notice; and/or, (b) impose a finance charge on all amounts past due or declared due by (a) above equal to the lesser of one point five percent (1.5%) per month or the maximum allowed by law and charge the Reseller for Jroll’s reasonable expenses of collection therefor, including but not limited to, attorneys’ and experts’ fees and court costs.

Unless otherwise agreed, payment terms are net 14 days from the date of Jroll’s invoice; invoices are issued prior to the date of delivery or in case Jroll handles the shipping on behalf of the Reseller, prior to the date of shipment.

(5) Pursuant to Section 247 Para 1 of the German Civil Code (BGB), in the event of delayed payments we shall charge interest on arrears in the amount of 9 percentage points above the respective base interest rate without any further reminder. We reserve the right to assert further claims.

Warranty & Liability

Warranty

Jroll Ltd. (“Jroll”) warrants the JROLL X10 against defects in materials and workmanship under normal use for a period of up to two (2) years from the date of purchase from jroll.com or an authorized Jroll retailer. This warranty is applicable to the original purchaser and is non-transferable.

This warranty is only valid and enforceable in the country where you purchased the product provided that Jroll has intended the product for sale in that country.

Proof of purchase must be provided prior to warranty service being provided. Please retain your receipt and upload it during product registration (www.jroll.com/welcome).

If a covered defect arises and a claim is received within the Warranty Period, at its option and to the extent permitted by law, Jroll Ltd will either (1) Repair the product defect, or (2) Exchange the product with a product that is new or is a functionally equivalent product. All machines approved for warranty support must be returned to and received by a Jroll Service Center or Authorized Jroll Resllers before a replacement will be issued. Customer is responsible for bearing the cost of freight in order to receive warranty support.

The Limited Warranty does not apply to normal performance degradation of batteries, accessories, wear and tear of hinges, or neglecting to adhere to use and cleaning instructions. Please contact the Jroll support team to learn more about replacement batteries or repair Service.

The delivery items must be thoroughly inspected immediately upon delivery to the customer or a third party appointed by the customer. The products shall be deemed as accepted by the customer with respect to apparent defects if we have not received a written notice of defects within seven (7) business days after delivery. With respect to hidden defects, the delivery items are deemed as accepted by the customer if the notice of defect has not been received by us within seven (7) business days after the date when the defect was apparent, however no later than twelve (12) months after transfer of risk. Negotiations regarding a complaint do not constitute a waiver of the objection of a late, insufficient or unjustified notice of defect.

The Limited Warranty does not apply to any non-Jroll products.

This warranty does not apply to (a) damage caused by accident, abuse, misuse, flood, fire, earthquake, acts of piracy, or other external causes; (b) damage caused by operating the product outside the permitted or intended use as described by Jroll; (c) a product or part that has been modified to alter functionality or capability; (d) cosmetic damage, including but not limited to scratches, dents, drops, and broken pieces; (e) any machine where the serial number has been tampered with, erased or is not genuine.

Important: Warranty applies to the original end-user purchaser only and is non-transferable. Warranty does not apply should you purchase through a 3rd party reseller site such as Ebay or Amazon. Jroll warranties only apply to machines purchased at any authorized retailer serviced by an authorized Jroll distributor. Please see our website for information on authorized resellers before purchasing.

Intentionally opening up or disassembling your machine in any way will void your warranty.

Limitation of Liability

To the extent permitted by applicable law(s), Jroll Ltd does not assume any liability for any loss of profit, loss of use of products, functionality, loss of business, loss of contracts, loss of revenues, loss of savings, increased cost or expenses, consequential loss or special loss or damage. Jroll Ltd’s liability shall be limited to the purchase value of the product.

Upon our request, a rejected delivery item shall be returned to us free of carriage charges. If the notice of defect is justified, we shall reimburse the costs of the lowest priced shipping method; this shall not apply if the costs are increased due to the delivery item being located at a different location to the location of intended use.

In the event of timely and justified material defects we are obligated and entitled, at our choice, to subsequent improvement or substitute delivery. The customer must grant us sufficient time and opportunity to carry out any seemingly necessary improvements or substitute deliveries. Otherwise, we are exempt from liability for any consequential results. Should the subsequent improvement or delivery fail, i.e. it is not possible, not reasonable, it is refused or due to an unreasonable delay of the subsequent improvement, the customer is entitled to withdraw from the contract or appropriately reduce the purchase price.

Mutual: each party represents and warrants to the other that (i) it has the right and power to enter into and fully perform the obligations it has undertaken in this agreement; (ii) it is not under any obligations, contractual or otherwise, to any other entity that might conflict, interfere, or be inconsistent with any of the provisions of this agreement; and (iii) it shall comply with all federal, state and local laws, rules and regulations necessary for it to perform its obligations under this agreement.

Trademarks

The Reseller acknowledges the validity of trade names and trademarks of Jroll, whether owned or licensed by Jroll, (“Trademarks'”) and that it shall NOT, as a result of this Agreement, have any right to or interest in any tradenames or trademarks owned, used or claimed now or in the future by Jroll. Notwithstanding the foregoing, Reseller shall have the right to use relevant Trademarks in conjunction with the authorized sale of the Bundle, subject to Jroll’s prior written approval for each particular use, which approval shall not be unreasonably withheld.

Applicable Law

The laws of theRepublic of Cyprus, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), shall apply exclusively for these Terms and Conditions and the contractual relationship between Jroll and the Reseller

However, we reserve the right to take legal action at the Reseller’s general place of jurisdiction. Required provisions that take precedence, especially in case of exclusive jurisdictions, remain unaffected.

Severability Clause

If any provision herein is found to be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision which comes closest to the intended purpose of the invalid and unenforceable provision. This also applies to any gaps or omissions in this contract.

Other terms and conditions

Jroll reserves the right, at its sole discretion, to change or modify these Jroll Wholesale Portal Terms and Conditions, or to add or remove portions of them, at any time.

Jroll may make changes to any products or services offered via the Wholesale Portal, or to the applicable prices for any such products or services, at any time, without notice. The information provided at the Wholesale Portal with respect to products and services may be out of date, and Jroll makes no commitment to update the information provided at the Wholesale Portal with respect to such products and services.

Jroll reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Wholesale Portal, or to any portion of the Wholesale Portal, for any reason; (2) to modify or change the Wholesale Portal, or any portion of the Wholesale Portal, and any applicable policies or terms; and (3) to interrupt the operation of the Wholesale Portal, or any portion of the Wholesale Portal, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

No Jroll employee or agent has the authority to vary any of the Wholesale Portal’s policies or the terms and conditions governing any sale.