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Terms & Conditions

Parallel B.V. — B2B Marketplace · Last updated: October 2025

These Terms and Conditions ("Terms") govern the use of the online B2B marketplace (the "Platform") operated by Parallel B.V., a private limited liability company incorporated under the laws of the Netherlands, with its registered office at Pietersbergweg 291, Amsterdam, 1105 BM, The Netherlands, and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 98007718 ("Parallel", "we", "us", "our").

By registering for an account, accessing, or using the Platform, you, whether as a Seller or a Buyer ("User", "you"), agree to be bound by these Terms in their entirety. These Terms, together with our Privacy Policy, constitute a legally binding agreement between you and Parallel.

Article 1: Definitions

  1. BBD: Best Before Date.
  2. Buyer: A legal entity registered on the Platform for the purpose of purchasing Goods from Parallel.
  3. DDP (Delivered Duty Paid): As defined in the Incoterms® 2020 rules. The Seller is responsible for delivering the Goods to the named destination (the Inspection Warehouse), cleared for import, and bearing all costs and risks.
  4. EEA: The European Economic Area.
  5. EXW (Ex Works): As defined in the Incoterms® 2020 rules. The Buyer bears the risks and costs upon collecting the Goods from the named place (the Inspection Warehouse).
  6. Fresh Goods: Goods for which no BBD has been provided by the Seller at the time of listing, subject to the specific guidelines outlined in Article 7.2.
  7. Goods: The Fast-Moving Consumer Goods (FMCG) offered for sale on the Platform.
  8. HS Code: The Harmonized System code used to classify traded products.
  9. Intake Report: A report generated by Parallel following the Inspection of Goods at the warehouse, detailing quantities, BBD, barcodes, and any observed deviations, supported by photographic evidence.
  10. Inspection Warehouse: The third-party logistics facility designated by the Seller and approved by Parallel where Goods are delivered for inspection and subsequent collection.
  11. Listing: An offer to sell Goods uploaded to the Platform by a Seller.
  12. MOQ: Minimum Order Quantity, specified in cartons.
  13. Order: A binding commitment from a Buyer to purchase a specific quantity of Goods from Parallel under the terms of a Listing.
  14. Platform: The B2B online marketplace accessible at parallelbroker.com and associated applications, operated by Parallel.
  15. Seller: A legal entity registered on the Platform for the purpose of selling Goods to Parallel.
  16. User(s): Both Seller and Buyer.

Article 2: Scope and Eligibility

  1. Platform Model: The Platform facilitates B2B trade wherein Parallel acts as a reseller. Parallel purchases Goods from Sellers and subsequently resells these same Goods to Buyers. At all times, Parallel is the contractual counterparty to both the Seller and the Buyer for the respective sale and purchase agreements.
  2. Eligibility: Participation is strictly limited to business entities (e.g., corporations, partnerships, sole proprietorships) legally registered and established within the EEA. Natural persons acting as consumers are explicitly excluded.
  3. Goods Eligibility: All Goods listed on the Platform must be freely tradeable within the EEA without any requirement for import duties, customs clearance, or other cross-border trade restrictions between EEA member states. The Seller warrants that the Goods are not subject to any sales, distribution, or territorial restrictions that would prohibit their resale by Parallel within the EEA.
  4. Verification: Parallel reserves the right to verify the identity and legal status of any User, including by requesting official company registration documents and VAT numbers. Access to the Platform may be suspended or terminated if verification is unsuccessful.

Article 3: Seller Warranties and Compliance

  1. Seller Warranties: In addition to any other warranties provided herein, the Seller represents and warrants that:
    1. All information provided in a Listing is accurate, complete, and not misleading.
    2. The Goods are of merchantable quality, fit for their intended purpose, and free from defects in material and workmanship.
  2. Product-Specific Compliance: The Seller warrants that all Goods are in full compliance with all applicable laws, regulations, and standards of the EEA, including those related to food safety, labelling, packaging, and traceability. The Seller is the "economic operator" responsible for ensuring product compliance. The Seller shall provide Parallel with all necessary documentation and information for traceability, such as batch numbers and production data, and shall store such information for at least ten (10) years.
  3. Intellectual Property Warranty and Parallel Import: The Seller warrants that the Goods, their sale, and any associated materials provided to Parallel do not infringe upon any intellectual property rights of any third party, including, but not limited to, trademarks, patents, copyrights, or trade secrets. The Seller further warrants that the Goods have been lawfully placed on the EEA market by or with the consent of the IP rights holder, in line with the principle of exhaustion of rights. The Seller shall indemnify Parallel against any and all claims from brand owners or other third parties related to unauthorized distribution, including claims concerning selective distribution systems or parallel import.
  4. Product Liability Insurance: The Seller must maintain adequate product liability insurance with a reputable insurer for a minimum coverage amount of €1,000,000 per claim. The Seller shall provide proof of valid insurance upon request by Parallel.

Article 4: Seller Obligations and Listing of Goods

  1. Listing Process: Sellers shall upload Listings via an Excel sheet. Each Listing must contain the following mandatory fields: UnitBarcode (EAN/GTIN), Description, UnitPriceEUR (price per single unit in EUR, excluding VAT), BBD, Units/Carton, and Cartons/Pallet. The field MOQcartons is optional.
  2. Accuracy of Information: The Seller warrants that all information provided in a Listing is accurate, complete, and not misleading. The Seller is solely responsible for any discrepancies between the Listing and the delivered Goods.
  3. Best Before Date (BBD) and Fresh Goods:
    1. If a BBD is provided, it must be accurate and comply with the minimum shelf life requirements set out in Article 7.1.
    2. If the BBD field is left empty, the Goods shall be classified as "Fresh Goods" and are subject to the specific delivery and shelf life requirements detailed in Article 7.2.
  4. Activating Listings: A Listing only becomes visible and available to Buyers after the Seller has marked it as "Active" on the Platform and has selected a designated Inspection Warehouse for DDP (Incoterms® 2020) delivery.
  5. Prohibited Goods: Parallel reserves the absolute right to reject or remove any Listing without reason. Prohibited goods include, but are not limited to, products subject to excise duties (e.g., tobacco, alcoholic beverages), deposit schemes, or any other goods deemed restricted or unsuitable by Parallel.

Article 5: The Transaction Process

  1. Placing an Order: A verified Buyer may place an Order for Goods from an active Listing. The placement of an Order constitutes a binding offer by the Buyer to purchase the Goods from Parallel.
  2. Deposit Payment: Upon placing an Order, the Buyer shall immediately pay a deposit of ten percent (10%) of the total Order value (excluding VAT) to Parallel.
  3. HS Codes and VAT Calculation:
    1. Upon receipt of the Buyer's deposit, Parallel shall request the HS codes for the Goods from the Seller. The Seller must provide the correct HS codes promptly.
    2. Parallel will then verify the Order, calculate the applicable Value Added Tax (VAT), and issue a final proforma invoice to the Buyer.
  4. Final Payment: The Buyer must pay the remaining ninety percent (90%) of the Order value, plus the full calculated VAT, within forty-eight (48) hours of receiving the final proforma invoice from Parallel. Failure to meet this deadline may result in penalties as specified in Article 9.
  5. Order Confirmation: An Order is considered confirmed only upon Parallel's receipt of the full payment (deposit + final payment including VAT) from the Buyer.

Article 6: Delivery, Inspection, and Acceptance

  1. Seller's Delivery Obligations:
    1. Upon Order confirmation, Parallel will instruct the Seller to deliver the Goods.
    2. The Seller shall deliver the Goods DDP (Incoterms® 2020) to the Inspection Warehouse selected in the Listing.
    3. Delivery shall occur within a target timeframe of one (1) week from Parallel's instruction, unless otherwise agreed. The Seller must promptly communicate any potential delays.
  2. Inspection: Parallel or its appointed agent shall inspect the delivered Goods at the Inspection Warehouse within seventy-two (72) hours of their arrival. The inspection will verify:
    1. Barcodes match the Listing.
    2. Quantities (units, cartons, pallets) match the Order.
    3. BBD matches the Listing and complies with minimum shelf life requirements.
    4. The general condition of the packaging and Goods (visual inspection for damage).
    5. The Inspection shall be limited to a visual verification of the Goods' conformity to the Order. Parallel and its Inspection Warehouse partners cannot be held responsible for any latent or inherent quality issues, such as taste, color, or other non-visible defects.
  3. Intake Report: Following the inspection, Parallel will generate and make available to the Buyer an Intake Report, including photographic evidence of the Goods as received.
  4. Payment to Seller: Parallel shall pay the Seller's invoice for the Goods only after the Buyer has completed collection of the Goods from the Inspection Warehouse. In case of Deviations, payment shall be adjusted or withheld as per Article 7.

Article 7: Shelf Life, Deviations, and Rejection

  1. Minimum Shelf Life: Goods with a BBD must have a Best Before Date that is the same as or later than the date specified in the Listing.
  2. Fresh Goods Guidelines: Goods listed as "Fresh Goods" must, upon delivery to the Inspection Warehouse, have a minimum of 75% of their total original shelf life remaining. (Total shelf life is calculated from the date of production to the BBD).
  3. Deviations: Deviations include, but are not limited to, quantity shortages, incorrect barcodes, insufficient BBD, and damaged Goods.
  4. Handling Deviations: Upon identification of a Deviation in the Intake Report:
    1. Parallel will inform the Buyer.
    2. The Buyer has the option to:
      1. Accept the Goods at a discounted price, as negotiated and mediated by Parallel; or
      2. Refuse the deviant part of the delivery (or the entire Order) and receive a corresponding partial or full refund from Parallel.
  5. Seller's Responsibility for Rejected Goods & Right of Retention: In the event Goods are rejected by the Buyer or Parallel, the Seller is responsible for arranging and bearing the full cost of retrieving the Goods from the Inspection Warehouse within five (5) business days. Parallel shall have a legally robust right of retention (or a right of lien) over the rejected Goods until all outstanding costs and fees owed by the Seller to Parallel are fully reimbursed. If the Seller fails to collect or instruct disposal of the rejected Goods within five (5) Business Days after notification by Parallel, the Seller hereby irrevocably authorises Parallel to sell, destroy, or otherwise dispose of the Goods at the Seller's sole cost and risk. Parallel may offset any proceeds of such disposal against amounts owed by the Seller, but shall not be liable for obtaining market value. Title to the Goods shall remain with the Seller until disposal, and risk shall remain with the Seller at all times. The Seller remains liable for all costs associated with such disposal, including but not limited to warehousing, handling, and transportation.
  6. Seller-induced Costs: Any extra handling, storage, or administrative costs incurred by Parallel or its agents due to the Seller's failure to comply with these Terms (e.g., delivering non-compliant goods, incorrect documentation) will be invoiced to the Seller. Parallel reserves the right of set-off against any amounts owed to the Seller or to claim these costs from the value of the Goods themselves.
  7. Parallel's Discretion: In any dispute or uncertainty regarding acceptance, returns, or discounts, Parallel retains the right to make a final, commercially reasonable decision binding on both Seller and Buyer. In exercising this discretion, Parallel shall consider factors including, but not limited to, industry standards, the nature of the deviation, market conditions, and the impact of the deviation on the Order's value.

Article 8: Collection, Title, and Risk Transfer

  1. Buyer's Collection of Goods:
    1. The Buyer may only collect the Goods from the Inspection Warehouse after: (i) full payment has been confirmed by Parallel, and (ii) the Intake Report has been made available, confirming that the Goods conform to the Order and are free of Deviations as defined in Article 7.3.
    2. The Buyer is responsible for collecting the Goods EXW (Incoterms® 2020) from the Inspection Warehouse.
    3. Goods will be stored free of charge for a maximum of one (1) week, commencing from the time of their delivery to the Inspection Warehouse.
  2. Extended Storage: Any storage required beyond the one-week period must be arranged under a separate agreement between the Buyer and Parallel (or its warehouse partner), and all associated costs shall be borne by the Buyer.
  3. Transfer of Title: Legal title to the Goods shall pass from the Seller to Parallel, and simultaneously from Parallel to the Buyer, at the moment the Buyer collects the Goods from the Inspection Warehouse (EXW). This single, concurrent transfer of title ensures that Parallel is not an owner of the Goods prior to their final collection by the Buyer.
  4. Transfer of Risk:
    1. Seller's Risk: The Seller bears all risk of loss or damage to the Goods until they have been delivered to, and subsequently collected by the Buyer from, the Inspection Warehouse. The Seller must maintain adequate insurance for the Goods until the moment of their collection by the Buyer.
    2. Buyer's Risk: The risk of loss or damage to the Goods passes to the Buyer at the moment the Buyer collects the Goods from the Inspection Warehouse (EXW).
  5. Disputed Intake Report: In the event that the Buyer or Seller disputes the contents of the Intake Report, legal title and risk of the Goods shall remain with the Seller until the dispute has been resolved in accordance with Article 16. During the dispute period, Parallel shall hold the Goods on a retention basis only, without assuming ownership or risk, and without any liability for deterioration, damage, or loss of value of the Goods. During such dispute period, all storage, handling, and related costs shall be borne by the Seller.
  6. Irrevocable Acceptance and Finality of Claims: The Buyer's collection of the Goods from the Inspection Warehouse constitutes an unconditional and irrevocable acceptance of the Goods. This acceptance confirms that the Goods are in full conformity with the Intake Report and the Order. Upon collection, the Buyer's right to raise any claims regarding the quantity, quality, or condition of the Goods is permanently and irrevocably waived. Parallel shall not accept, consider, or be held liable for any claims made after the Goods have been collected, and the transaction will be deemed final and binding on all parties.

Article 9: Penalty Schedule

  1. Parallel may impose penalties on Users for breaches of these Terms. Penalties are calculated as follows and may be deducted from any payments due.
    1. Buyer's Late Payment: Failure to pay the final 90% invoice within the 48-hour deadline, a penalty of 1% of the total Order value per day of delay may be applied, up to a maximum of 10% of the Order value, after which Parallel may cancel the Order and retain the deposit.
    2. Seller's Late Delivery: For every full business day of delay in delivering the Goods beyond the agreed-upon date, a penalty of 1% of the value of the delayed Goods may be applied, up to a maximum of 10%.
    3. Non-Compliance with Shelf Life (BBD): If Goods are delivered with less than the required minimum shelf life (Article 7.1), a penalty may be applied in the form of a price reduction, to be reasonably determined by Parallel, in addition to the Buyer's right to refuse.
    4. Incorrect Documentation (e.g., HS Codes): Failure to provide correct documentation upon request resulting in delays or administrative work will incur a fixed administrative fee of €150 per incident.
    5. Handling of Rejected Goods: If rejected Goods require non-standard handling or disposal by Parallel due to the Seller's fault or inaction, all actual costs incurred will be charged to the Seller, plus a 15% administrative surcharge.

Article 10: Platform Use and Communication

  1. General Communications: The Platform is the primary channel for all general communication, operational updates, and automated notifications regarding a transaction.
  2. Exceptional and Formal Communications: Any disputes, formal notices, or other exceptional matters that require more detailed or legally binding communication shall be handled via the Users' registered email addresses.
  3. Duty to Inform: All parties must promptly notify the others of any issues, potential delays, or damage to Goods to enable proactive resolution.

Article 11: Liability and Indemnification

  1. Limitation of Parallel's Liability:
    1. Parallel acts as a reseller. Its liability is limited to its direct contractual obligations as outlined in these Terms.
    2. To the fullest extent permitted by law, Parallel shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, or goodwill.
    3. Parallel's total aggregate liability in connection with any Order shall not exceed the total value of Parallel's order fees for that transaction (including, but not limited to, fees for escrow and inspection).
    4. Exclusion of Quality and Authenticity Liability: Parallel provides no warranty and accepts no liability with respect to the inherent quality, authenticity, or brand-related characteristics of the Goods, including but not limited to their origin, labelling, trademark status, or compliance with any brand owner's selective distribution policies. Responsibility for such matters rests solely with the Seller, who warrants compliance under Article 3.3. Any related claims, recalls, or enforcement actions shall be the sole responsibility of the Seller.
  2. User Indemnification: You agree to indemnify, defend, and hold harmless Parallel and its affiliates, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses, including those for reputational harm and reasonable legal fees, arising out of or in any way connected with: (a) your breach of these Terms; (b) your improper use of the Platform; or (c) your breach of any laws, regulations, or third-party right. The Seller shall have a mandatory obligation to indemnify Parallel for and reimburse Parallel for all costs, damages, regulatory fines, and legal fees arising from product liability claims, regulatory enforcement actions, product recalls, or quality issues related to the Goods.

Article 12: Data Protection

  1. Parallel is committed to protecting your personal data. All personal data collected in connection with the use of the Platform will be processed in accordance with our Privacy Policy, which is compliant with the General Data Protection Regulation (EU) 2016/679 (GDPR).

Article 13: Term and Termination

  1. This agreement is effective upon your acceptance of these Terms and remains in effect until terminated by Parallel.
  2. Parallel may, in its sole discretion, suspend or terminate your account and access to the Platform at any time, without prior notice, for any reason, including for a breach of these Terms.
  3. Upon termination, any provisions of these Terms that by their nature should survive termination shall remain in effect.

Article 14: Miscellaneous

  1. Force Majeure: Parallel cannot be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, such as acts of God, war, terrorism, pandemics, or governmental action.
  2. Amendments: Parallel reserves the right to modify these Terms at any time. Your continued use of the Platform after such changes constitutes your acceptance of the new Terms.
  3. Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.
  4. Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices published by Parallel on the Platform, shall constitute the entire agreement between you and Parallel concerning the Platform.

Article 15: Governing Law and Dispute Resolution

  1. Governing Law: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
  2. Jurisdiction: Any and all disputes arising from or related to this agreement shall be exclusively submitted to the competent courts in The Netherlands.

Article 16: Enforcement and Dispute Resolution

  1. Right of Set-Off: Parallel reserves a broad and unconditional right to set-off any claims, penalties, costs, or damages owed to it by a User against any amounts due to that User under this or any other agreement.
  2. Recovery of Costs: In the event that Parallel is required to initiate legal proceedings to enforce any of its rights under these Terms, the User agrees to pay all reasonable legal and administrative costs, including attorney's fees, incurred by Parallel.
  3. Tiered Dispute Resolution: In the event of a dispute, the parties shall first attempt to resolve the matter amicably through good-faith discussions. If a resolution is not reached within thirty (30) days, the dispute shall be exclusively and finally settled by the competent courts in The Netherlands.

Questions about these Terms? Contact us at legal@parallelbroker.com. See also our Privacy Policy and Cookie Policy.

Terms & Conditions | Parallel