Terms and Conditions

1. Platform operator

The Platform is operated by:

UAB Nodica
Company Registration No.: 306504597
VAT Identification No.: LT100016383618
Girulių g. 10, LT-12112 Vilnius, Lithuania

2. Purpose of the Platform

NoBrandFood is a business-to-business marketplace that facilitates the purchase and sale of:

• surplus inventory;
• overproduced inventory;
• short-dated products;
• close-to-best-before products;
• liquidation stock;
• discontinued product lines;
• food products;
• beverage products; and
• selected non-food consumer products.

The Platform facilitates communication, negotiation, transaction administration, payment processing and optional logistics coordination between business users.

Unless expressly stated otherwise in writing:

• NoBrandFood is not the seller of listed products;
• NoBrandFood does not take title to products;
• NoBrandFood is not the manufacturer, importer or producer of listed products;
• NoBrandFood is not a carrier or freight forwarder;
• NoBrandFood is not a party to the underlying sales contract between Buyer and Seller.

The contractual relationship for the sale of Goods exists solely between Buyer and Seller.

3. Business users only

The Platform is intended exclusively for businesses. By registering and using the Platform, you represent and warrant that:

• you are acting in the course of a business, trade or profession;
• you are legally authorized to bind your organization;
• all information provided is accurate and complete;
• you will use the Platform for legitimate commercial purposes only.

Consumers are not permitted to register or transact through the Platform.

4. Registration and verification

Access to trading features requires account registration and approval. You must provide complete and accurate information, including:

• legal business name;
• registration number;
• VAT number where applicable;
• registered address;
• contact details;
• authorized representative information.

NoBrandFood may verify information through business registers, VAT databases, sanctions lists, compliance databases, identity verification services and other lawful sources.

We may approve, reject, suspend, restrict or terminate any account at our sole discretion. No user has a guaranteed right to access or maintain access to the Platform.

5. Account security

Users are responsible for maintaining the confidentiality of account credentials. You are responsible for all activities conducted through your account. You must immediately notify us of any suspected:

• unauthorized access;
• credential compromise;
• fraud;
• security incident.

NoBrandFood shall not be liable for losses resulting from unauthorized account access caused by your failure to maintain adequate security.

6. Product listings

Sellers are solely responsible for all product information published on the Platform. This includes:

• product descriptions;
• quantities;
• product specifications;
• ingredient information;
• allergen information;
• best-before dates;
• expiry dates;
• pallet information;
• storage requirements;
• country of origin;
• labeling information;
• certification details.

Product images are for illustrative purposes only. Actual products may differ in:

• packaging;
• artwork;
• labeling language;
• batch number;
• secondary packaging;
• pallet configuration.

All listings are invitations to negotiate and do not constitute legally binding offers. Availability may change at any time before a transaction is confirmed.

7. Seller representations and warranties

Each Seller represents and warrants that:

1. Seller legally owns the Goods or has full authority to sell them.
2. Goods have been lawfully placed on the market.
3. Goods comply with applicable laws and regulations.
4. Information provided is accurate and complete.
5. Goods are authentic and not counterfeit.
6. Seller maintains all legally required traceability documentation.
7. Seller possesses all licenses, permits and approvals necessary for the sale.
8. Goods are not subject to recall, seizure, withdrawal or regulatory restriction unless expressly disclosed.

Seller shall indemnify NoBrandFood against any losses arising from breach of these warranties.

8. Buyer responsibilities

Before purchasing, Buyers must independently evaluate:

• product suitability;
• resale opportunities;
• import requirements;
• food labeling requirements;
• language requirements;
• customs requirements;
• tax obligations;
• regulatory compliance requirements.

The Buyer acknowledges that the legal requirements for selling food products differ among jurisdictions. NoBrandFood makes no warranty that a product may be legally imported, marketed or resold in any particular country.

9. Formation of transactions

Listings, quotations, negotiations and communications are non-binding. A legally binding transaction is formed only when:

• an offer is accepted through the Platform; or
• written confirmation is issued through the Platform.

Once accepted, the transaction becomes binding on Buyer and Seller. Cancellation or modification of an accepted transaction requires written agreement of all parties involved.

10. Pricing and taxes

Unless otherwise stated:

• all prices are expressed in Euro (EUR);
• prices exclude VAT;
• prices exclude transport costs;
• prices exclude customs duties;
• prices exclude import taxes;
• prices exclude insurance.

VAT treatment shall depend upon applicable tax legislation and the tax status of the parties. Users are solely responsible for maintaining valid tax information and compliance with tax reporting obligations.

11. Platform commission

NoBrandFood charges commission for facilitating transactions through the Platform. Commission may be:

• included in displayed prices;
• separately invoiced;
• deducted from transaction settlements.

Commission becomes fully earned once a transaction is concluded. Commission remains payable regardless of whether parties subsequently amend, postpone, partially perform or complete the transaction outside the Platform.

12. Payments

Unless otherwise agreed, transactions are conducted on a prepayment basis. NoBrandFood may provide payment collection and settlement services. Where applicable:

1. Buyer pays the invoiced amount.
2. Funds may be held pending transaction completion.
3. Seller receives payment after applicable release conditions are satisfied.

NoBrandFood may delay, suspend, reverse or withhold payments where it reasonably believes that:

• fraud may have occurred;
• regulatory issues exist;
• sanctions concerns arise;
• a dispute exists;
• additional verification is required;
• legal compliance obligations require intervention.

13. Transport and delivery

Transport services are optional and may be arranged separately. Where logistics support is provided:

• NoBrandFood acts solely as coordinator;
• transportation is performed by independent carriers;
• carrier terms may apply.

Risk transfers according to the Incoterm specified in the transaction. Where no Incoterm has been specified, EXW (Incoterms® 2020) shall apply.

Delivery dates are estimates unless expressly guaranteed in writing. Minor delays shall not constitute grounds for cancellation or claims against NoBrandFood.

14. Inspection and complaints

Buyers shall inspect Goods immediately upon receipt. The following must be reported within three (3) business days after delivery:

• visible defects;
• shortages;
• transport damage;
• incorrect products;
• packaging defects.

Complaints must include reasonable supporting evidence, including photographs and delivery documentation. Hidden defects must be reported promptly after discovery. Failure to report within the applicable period may result in rejection of the claim.

15. Returns and remedies

Goods may not be returned without prior written approval. Where a complaint is accepted, available remedies may include:

• replacement;
• price reduction;
• refund;
• credit note.

The applicable remedy shall be determined by the Seller and, where relevant, NoBrandFood.

16. Non-circumvention

Users introduced through the Platform shall not intentionally bypass NoBrandFood. A Buyer and Seller first introduced through the Platform shall not conduct direct transactions outside the Platform for a period of twenty-four (24) months following their first introduction.

If circumvention occurs, NoBrandFood shall be entitled to recover:

• unpaid commission;
• lost fees;
• investigation costs;
• legal costs;
• damages resulting from the circumvention.

17. Acceptable use

Users shall not:

• engage in fraudulent activity;
• provide false information;
• manipulate listings;
• upload malicious software;
• scrape Platform data;
• harvest contacts;
• interfere with Platform operations;
• infringe intellectual property rights;
• violate any applicable law.

NoBrandFood may investigate suspected violations and cooperate with law enforcement authorities.

18. Intellectual property

The Platform and all associated intellectual property rights remain the exclusive property of NoBrandFood and its licensors. Users may not:

• copy;
• reproduce;
• distribute;
• modify;
• republish;
• reverse engineer;
• exploit

any part of the Platform without prior written consent.

19. Confidentiality

Users shall keep confidential all non-public information obtained through the Platform, including:

• pricing;
• supplier identities;
• buyer identities;
• commercial terms;
• sourcing information;
• logistics arrangements;
• market intelligence.

This obligation survives termination for five (5) years.

20. Data protection

NoBrandFood processes personal data in accordance with applicable data protection laws and its Privacy Policy. Users acknowledge that business communications and transaction records may be retained for:

• compliance;
• customer support;
• dispute resolution;
• financial reporting;
• fraud prevention.

21. Sanctions and compliance

Users represent and warrant that neither they nor their beneficial owners:

• are subject to sanctions;
• appear on restricted-party lists;
• engage in money laundering;
• engage in terrorist financing;
• participate in unlawful trade practices.

We may request documentation and conduct compliance reviews at any time. Failure to cooperate may result in suspension or termination of access to the Platform.

22. Disclaimer of warranties

The Platform is provided on an "as available" and "as is" basis. To the maximum extent permitted by law, NoBrandFood disclaims all warranties, including warranties relating to:

• uninterrupted access;
• fitness for a particular purpose;
• accuracy of third-party information;
• merchantability;
• transaction success;
• product quality.

23. Limitation of liability

Nothing in these Terms limits liability where such limitation is prohibited by law. To the maximum extent permitted by law, NoBrandFood shall not be liable for:

• indirect damages;
• loss of profit;
• loss of business;
• loss of goodwill;
• loss of opportunity;
• consequential damages.

NoBrandFood shall not be liable for:

• product defects;
• product recalls;
• food safety issues;
• labeling errors;
• customs issues;
• seller misconduct;
• buyer misconduct;
• carrier performance.

Except in cases of wilful misconduct or gross negligence, NoBrandFood's total aggregate liability shall not exceed the total commission received by NoBrandFood in connection with the transaction giving rise to the claim.

24. Indemnification

Users agree to indemnify and hold harmless NoBrandFood, its directors, officers, employees and affiliates from any claims, losses, liabilities, costs, penalties and expenses arising from:

• breach of these Terms;
• unlawful conduct;
• regulatory violations;
• food safety violations;
• product-related claims;
• intellectual property disputes;
• tax disputes;
• customs violations.

25. Force majeure

No party shall be liable for delays or failures resulting from circumstances beyond reasonable control, including:

• natural disasters;
• pandemics;
• war;
• terrorism;
• cyber-attacks;
• labor disputes;
• governmental actions;
• transport disruptions;
• utility failures.

Performance shall be suspended for the duration of the affected event.

26. Suspension and termination

NoBrandFood may immediately suspend, restrict or terminate an account where:

• these Terms are breached;
• fraud is suspected;
• payment obligations remain unpaid;
• compliance concerns arise;
• misuse of the Platform is detected.

Termination does not affect accrued rights, liabilities or ongoing transactions.

27. Governing law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Lithuania. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

28. Jurisdiction

All disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Lithuania. Notwithstanding the foregoing, NoBrandFood may pursue debt recovery and enforcement proceedings in any competent jurisdiction.

29. Amendments

NoBrandFood may amend these Terms from time to time. Updated versions shall become effective upon publication on the Platform unless otherwise stated. Continued use of the Platform after publication constitutes acceptance of the revised Terms.

30. Contact information

UAB Nodica
Girulių g. 10, LT-12112 Vilnius, Lithuania

Email: [email protected]
Website: https://nobrandfood.com

You can also reach us via our contact page, or by phone at +370 651 75145.