1. Overview and Acceptance

Welcome to All Nations Wholesale. All Nations Wholesale (“All Nations Wholesale”, “our”, “us” or “we”) is a business-to-business (B2B) wholesale distributor of fast-moving consumer goods (FMCG). We source food and non-food products from manufacturers and suppliers and sell them directly to business customers through our website and our distribution and cash-and-carry operations (collectively, the “Services”). We are the seller in every transaction. We are not a marketplace, and we do not facilitate sales between third-party sellers and buyers.

Throughout these Terms of Use (“Terms”), the terms “All Nations Wholesale”, “our”, “us” and/or “we” refer to All Nations Wholesale, a company registered in Spain under company registration number (CIF) B75681346, with its registered office at Calle Pallers nº 116, 46180 Benaguasil (Valencia), Spain. The terms “you” and/or “your” refer to any visitor of our website and any customer or user of the Services. These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and All Nations Wholesale.

Please read these Terms together with our Privacy Policy, which is incorporated by reference and governs your access to and use of the Services. The Services are offered solely to businesses and to users who are 18 or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract and that you are acting for purposes relating to your trade, business or profession, not as a consumer. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, in which case “you” and “your” refer to that entity.

BY REGISTERING FOR AN ACCOUNT, PLACING AN ORDER, OR OTHERWISE USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES REFERENCED IN THEM. IF YOU DO NOT AGREE, YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.

2. Modifications

We reserve the right, at our sole discretion, to modify, suspend, discontinue or terminate the Services, or any content or feature we provide, at any time. We may also modify these Terms from time to time upon reasonable prior notice. We will not be liable if all or any part of the Services is unavailable at any time or for any period. If we modify these Terms, we will post the modification on our website and/or notify you. By continuing to access or use the Services after that, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to stop using the Services.

3. Definitions

• “Account” the business account you register with us in order to access certain features of the Services and place orders.
• “Content” text, graphics, images, software, audio, video, information or other materials.
• “ANW Content” Content that we make available through the Services, including Content licensed from third parties, but excluding Your Content.
• “Goods” the FMCG products we offer for sale and supply through the Services.
• “Order” your offer to purchase Goods from us, placed through the Services, by our sales team, or otherwise.
• “Your Content” Content that you provide, post, upload or transmit to us in connection with the Services.

Throughout these Terms, the word “include” or “including” means “including, but not limited to”.

4. Account Registration

To purchase Goods and access certain features of the Services, you must register for an Account as a business customer. During registration, you will be asked to provide information such as your business (trading and legal) name, business type, contact name, business email address, phone number, billing and delivery addresses, and VAT or other tax identification, and you will set up login credentials. All information you provide is governed by our Privacy Policy.

You agree to provide accurate, current and complete information during registration and to keep it up to date. We may suspend or terminate your Account if any information proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your login credentials and for all activities under your Account, whether or not authorised by you, and you must notify us immediately of any unauthorised use. We may disable any username, password or other identifier at any time in our sole discretion, including if we believe you have violated these Terms.

Business verification and credit checks. We may verify your business before activating your Account or supplying Goods. When you apply for trade credit or payment terms, you authorise our designated agents and us to assess your business creditworthiness, which may include obtaining reports from credit reference agencies. Further detail is set out in our Privacy Policy.

5. Orders and Acceptance

All Orders are offers by you to purchase Goods subject to these Terms. An Order is not accepted, and no contract is formed, until we confirm acceptance of the Order or dispatch the Goods, whichever happens first. We may, in our discretion, decline or cancel any Order, or limit quantities, for any lawful reason, including unavailability of stock, errors in pricing or product information, or suspected fraud or breach of these Terms.

We try to keep sufficient stock of advertised Goods but do not guarantee availability. Product descriptions, images, weights and packaging configurations are provided for general information and may vary; images are illustrative. We reserve the right to correct any errors in pricing or product information even after an Order has been submitted.

Minimum orders. We may set minimum order values or quantities, which will be displayed on the Services or otherwise notified to you before you place an Order.

6. Pricing, Taxes and Payment

Prices are those quoted on the Services or in our quotation or invoice at the time your Order is accepted, and are exclusive of VAT and any other applicable taxes, duties and shipping charges unless stated otherwise. Spanish VAT will be applied at the standard rate (currently 21%) where required by Spanish and European law; where Goods are supplied across borders, VAT, GST or other taxes, duties and customs charges may apply in the destination country, and you are responsible for them unless we expressly state otherwise on your invoice.

You agree to pay for all Goods you order, together with any applicable taxes, duties and charges, by an approved payment method. By submitting payment details, you authorise our payment service providers and us to charge your chosen payment method for amounts due. Payment is due on the due date stated on your invoice or otherwise agreed in writing. We may charge interest on overdue amounts at the rate permitted by applicable law and recover reasonable costs of collection. All amounts are payable in the currency stated on your invoice.

7. Trade Credit

We may, at our sole discretion, offer you trade credit or particular payment terms and set, vary or withdraw a credit limit at any time. Trade credit is subject to satisfactory credit assessment and may be subject to additional conditions or security. If you exceed your credit limit, fail to pay any amount when due, or we have concerns about your creditworthiness, we may require payment in advance, suspend deliveries, cancel accepted Orders, or make all outstanding amounts immediately due and payable.

8. Delivery, Collection, Title and Risk

Goods may be delivered to your nominated address or, where available, collected from our cash-and-carry locations and distribution hubs (currently in Valencia, Spain; Malmö, Sweden; and Bratislava, Slovakia). Shipping costs and estimated lead times will be shown on the Services, in your quotation, or on your invoice, and may vary depending on weight, destination and the origin of the Goods. Where Goods are shipped internationally, delivery terms will be aligned to the agreed Incoterms 2020 rule.

Any delivery or lead-time dates are estimates only, and time is not of the essence. Risk in the Goods passes to you on delivery to your nominated address or on collection. Notwithstanding delivery and the passing of risk, title to the Goods does not pass to you until we have received payment in full of all amounts due in respect of the Goods. Untilthe  title passes, you must store the Goods so that they remain identifiable as ours and must not dispose of them other than in the ordinary course of your business.

9. Returns, Refunds and Cancellations

Because we supply FMCG products, some of which are perishable or date-sensitive, special care applies to returns. You must inspect Goods on delivery or collection and notify us of any shortage, damage, defect or incorrect Goods within the period and in the manner set out in our returns policy (or, if none is stated, within [number] days of delivery or collection), providing supporting evidence such as photographs. If you do not notify us within that period, the Goods will be deemed accepted.

Where Goods are validly rejected as short, damaged, defective or incorrect, we will, at our option and as our entire liability for the issue, replace the Goods, re-supply the missing quantity, or refund the price paid for the affected Goods. Correctly supplied Goods that conform to your Order are not returnable except where required by applicable law or expressly agreed by us in writing. This Section does not affect any non-excludable rights you may have under applicable law.

10. Product Information and Compliance

We take reasonable care to ensure that the Goods we supply conform to their description and meet applicable EU product, food-safety and labelling requirements at the point of supply. Information we provide about Goods (including ingredients, allergens, country of origin, weights and certifications) is based on information from our suppliers and is provided for general guidance; you should check the actual product and its labelling before resale or use.

You are responsible for ensuring that your storage, handling, onward sale, distribution and use of the Goods comply with all laws and regulations applicable to you and to the markets into which you sell, including labelling, allergen, safety, import/export, licensing, tax and consumer-protection requirements. You are responsible for conducting your own due diligence on the suitability of the Goods for your customers and jurisdiction, and for any customs formalities, duties or tariffs associated with cross-border purchases.

11. Ownership and Intellectual Property

The Services and ANW Content are protected by copyright, trademark and other laws of the EU, Spain and other countries. You acknowledge that the Services and ANW Content, including all associated intellectual property rights, are the exclusive property of All Nations Wholesale and its licensors. Except as expressly stated, no licences are granted by implication. You will not remove, alter or obscure any proprietary notices. The All Nations Wholesale name and logo, and all related names, logos, product and service names, designs and slogans, are trademarks of All Nations Wholesale or its affiliates, and you may not use them without our prior written permission. Other trademarks appearing on the Services are the property of their respective owners, including the brand owners and manufacturers of the Goods we distribute.

12. Licence to Use the Services

Licence. Subject to these Terms, we grant you a non-transferable, non-exclusive, royalty-free, revocable, limited licence, with no right to sublicense, to access and use the Services and to view the ANW Content to which you are permitted access, solely for your internal business purposes of sourcing and purchasing Goods from us.

Restrictions. You shall not: (a) license, sell, rent, lease, transfer, distribute, host or otherwise commercially exploit the Services or ANW Content; (b) copy, reproduce, modify, adapt, create derivative works of, publicly display or perform, republish, download, disassemble, reverse engineer, store or transmit any of the material on the Services except as expressly permitted; or (c) interfere with or circumvent any feature, security or access-control mechanism of the Services. If you violate these restrictions, your right to use the Services will end immediately.

13. Your Content and Feedback

You may provide Content to us in connection with the Services (for example, when registering, placing Orders, or submitting reviews or enquiries). You grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, copy, adapt, modify, distribute and display Your Content in connection with operating, providing and promoting the Services. We do not claim ownership of Your Content. You represent and warrant that you own or have all necessary rights to Your Content and that it does not infringe any third party’s rights or any law, and you are solely responsible for Your Content and its accuracy.

We welcome your feedback, comments and suggestions for improvements (“Feedback”). If you submit Feedback, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable licence to use it for any purpose without obligation to you.

14. Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information, and any reliance you place on it is strictly at your own risk. We disclaim all liability arising from any reliance placed on such materials by you or anyone informed of their contents.

15. Links to Third-Party Websites

The Services may contain links to third-party websites or resources. We are not responsible or liable for the availability, accuracy, content, products or services of those websites or resources, and links do not imply our endorsement. You assume all risk arising from your use of any third-party websites or resources.

16. Prohibited Uses

You agree not to:

• Use the Services in any way that violates any applicable law or regulation, or that is fraudulent, false, misleading or harmful;
• Post or transmit any Content that infringes a third party’s intellectual property, publicity or privacy rights, or that is defamatory, obscene, harassing or otherwise objectionable;
• Use, frame or mirror the Services, our name, trademarks or logos, or the layout and design of any page, without our express written consent;
• Access, tamper with or use non-public areas of the Services or our systems, or probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
• Use any robot, spider, crawler, scraper or other automated means to access or collect data from the Services other than generally available search engines;
• Send any unsolicited or unauthorised advertising, spam or other solicitation through the Services;
• Collect or store personal information about any other person without authorisation;
• Interfere with, or attempt to interfere with, the proper working of the Services, including by introducing viruses or other malicious code, or by overloading or flooding the Services;
• Impersonate or misrepresent your affiliation with any person or entity; or
• Encourage or enable any third party to do any of the above.

We may investigate and prosecute violations to the fullest extent permitted by law and may involve and cooperate with law-enforcement authorities. We have no obligation to monitor your use of the Services but may do so to operate the Services, ensure compliance with these Terms, investigate complaints, or comply with law. We may remove or disable access to any Content that we consider, in our sole discretion, to violate these Terms or to be otherwise harmful.

17. Intellectual Property Infringement

We respect intellectual property rights and expect our users and suppliers to do the same. If you believe that Content available through the Services infringes your intellectual property rights, please contact us using the details below so that we can investigate and, where appropriate, remove the Content.

18. Privacy

All information we collect about you when you register, use or visit the Services is subject to our Privacy Policy. By using the Services, you consent to our processing of personal information in accordance with the Privacy Policy.

19. Termination

If you breach any of these Terms, we may suspend or disable your Account or terminate these Terms, in our sole discretion and without prior notice. We may revoke your access to the Services at any time, with or without cause. If we terminate these Terms for your breach, you will remain liable for all amounts due to us. You may close your Account at any time by contacting us, subject to settlement of any outstanding amounts. Provisions that by their nature should survive termination will survive.

20. Disclaimers

THE SERVICES AND ALL NATIONS WHOLESALE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

In relation to the Goods, we warrant that, at the point of supply, the Goods will conform in all material respects to their description and to applicable EU product and food-safety law. This warranty is subject to the returns process in Section 9 and does not apply to defects arising from your improper storage, handling, transport or use after risk has passed to you. Except as expressly stated in these Terms and except for rights that cannot be excluded under applicable law, all other terms, conditions and warranties relating to the Goods are excluded to the maximum extent permitted by law. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.

21. Indemnity

You agree to defend, indemnify and hold harmless All Nations Wholesale and its parent, subsidiaries, affiliates, partners, successors and assigns, and each of their owners, officers, directors, employees, agents, representatives, contractors, licensors and service providers, from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) arising out of your breach of these Terms or any applicable law or the rights of a third party, your use of the Services, Your Content, or your storage, handling, resale, distribution or onward supply of the Goods.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALL NATIONS WHOLESALE NOR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES OR THE GOODS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES OR THE GOODS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Subject to the non-excludable liabilities described in Section 20, our total aggregate liability arising out of or in connection with these Terms, the Services or any Goods will not exceed the total amount paid by you for the Goods giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability. The limitations in this Section are fundamental elements of the basis of the bargain between us.

23. Controlling Law and Jurisdiction

These Terms and any action related to them are governed by the laws of Spain. The application of the United Nations Convention on Contracts for the International Sale of Goods and private international law (conflict-of-laws) rules is expressly excluded. The exclusive jurisdiction and venue for any action or court proceeding permitted under these Terms will be the competent courts of Valencia, Spain, and each party waives any objection to jurisdiction and venue in those courts.

24. Export Control and Sanctions

You acknowledge that the Goods and any related technical data may be subject to European Union and other applicable export-control and sanctions laws and regulations. You are responsible for complying with all such laws when you export, re-export, transfer or import the Goods, and for obtaining any required authorisations. You may not, in violation of applicable law, sell, supply, export, transfer or divert the Goods to any country subject to United Nations or EU trade or financial sanctions or embargoes, or to any party on a sanctioned-parties list. You represent that you are not located in, or a national or resident of, any such country, and are not on, or owned or controlled by anyone on, such a list.

25. Force Majeure

We will not be liable for any delay or failure to perform our obligations to the extent caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, labour disputes, failures of suppliers or carriers, shortages of stock or transport, and failures of utilities or communications networks. If such an event continues for a prolonged period, either party may cancel affected Orders that have not yet been delivered.

26. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent, and any attempt to do so without consent is void. We may assign or transfer these Terms in our discretion without restriction. Subject to the foregoing, these Terms bind and benefit the parties and their successors and permitted assigns.

27. Notices

Any notices or other communications permitted or required under these Terms will be in writing and given by us via email (to the address associated with your Account) or by posting to our website. For notices made by email, the date of receipt will be deemed the date of transmission. You may give notice to us using the contact details below.

28. Entire Agreement

These Terms, together with the Privacy Policy and any other policies or documents expressly incorporated by reference, and any quotation, order acknowledgement or invoice we issue, constitute the entire and exclusive agreement between you and All Nations Wholesale regarding the Services and the Goods, and supersede any prior or contemporaneous agreements, communications and proposals.

29. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, or replaced by a valid provision that most closely reflects its intent, and the remaining provisions will remain in full force and effect.

30. Waiver and Miscellaneous

Our failure to enforce any right or provision of these Terms will not be a waiver of future enforcement of that right or provision. A waiver is effective only if in writing and signed by an authorised representative. The exercise of any remedy is without prejudice to our other remedies. Provisions that by their nature are intended to survive termination will survive.

31. Contact Us

If you have any questions or complaints about these Terms or the Services, please contact us at info@allnationswholesale.com, by phone on +34 624 634 639 / +34 911 984 799, or by post at:

All Nations Wholesale, S.L.

Calle Pallers nº 116

46180 Benaguasil (Valencia), Spain

Operating locations: Valencia (Spain), Malmö (Sweden), and Bratislava (Slovakia).