INTERNATIONAL B2B TERMS & CONDITIONS

ANATOLIAN PEARLS BV

Effective date: September 2026

These International B2B Terms & Conditions (“Terms”) apply to all offers, quotations, orders, sales, deliveries, purchases, import and export transactions, distribution activities and other commercial agreements entered into by Anatolian Pearls BV, hereinafter referred to as “Anatolian Pearls BV”, “we”, “us” or “our”.

Throughout these Terms & Conditions, the full company name Anatolian Pearls BV shall be used.

1. GENERAL PROVISIONS

1.1. These International B2B Terms & Conditions (“Terms”) apply to all offers, quotations, orders, sales, deliveries, purchases, import and export transactions, distribution activities and other commercial agreements entered into by Anatolian Pearls BV.

1.2. These Terms apply exclusively to business-to-business transactions.

1.3. The contracting party purchasing, receiving or otherwise obtaining Products or services from Anatolian Pearls BV is hereinafter referred to as the “Customer”.

1.4. The Customer expressly confirms that it acts in the course of its business or professional activities and not as a consumer.

1.5. These Terms form an integral part of every Agreement between Anatolian Pearls BV and the Customer, unless expressly agreed otherwise in writing.

1.6. Any general or purchasing conditions of the Customer shall not apply unless Anatolian Pearls BV has expressly accepted them in writing.

2. COMPANY AND BUSINESS ACTIVITIES

2.1. Anatolian Pearls BV is a company established under the laws of the Netherlands and is engaged in international trade, including the import, export, sourcing, distribution and supply of Products to business customers.

2.2. Anatolian Pearls BV may act as importer, exporter, distributor, supplier, intermediary or trading partner, depending on the nature of the relevant transaction.

2.3. Anatolian Pearls BV may work with manufacturers, producers, distributors, logistics companies, agents, customs representatives and other business partners in the execution of its activities.

2.4. Anatolian Pearls BV is continuously developing its international network and may source Products from different countries and regions.

3. DEFINITIONS

For the purpose of these Terms:

“Anatolian Pearls BV” means the company identified in Article 40.

“Agreement” means any written or oral agreement between Anatolian Pearls BV and the Customer concerning the purchase, sale, supply, import, export or distribution of Products.

“Customer” means the business entity purchasing Products or services from Anatolian Pearls BV.

“Products” means all goods, materials, products, packaging and other items supplied by Anatolian Pearls BV.

“Order” means a purchase order or other request submitted by the Customer.

“Quotation” means an offer or price proposal issued by Anatolian Pearls BV.

“Incoterms®” means the applicable Incoterms® rules published by the International Chamber of Commerce (ICC).

“Business Day” means a day on which banks and businesses are generally open for business in the Netherlands.

4. OFFERS AND QUOTATIONS

4.1. All quotations and offers issued by Anatolian Pearls BV are subject to availability and are non-binding unless expressly stated otherwise in writing.

4.2. A quotation may include, among other things:

Product description;
quantity;
price;
packaging;
minimum order quantity;
delivery terms;
Incoterm®;
estimated delivery period;
payment conditions;
country of origin; and
other relevant commercial conditions.

4.3. Prices and conditions stated in a quotation are valid only for the period specified in the quotation.

4.4. If no validity period is specified, the quotation shall normally remain valid for fourteen (14) calendar days.

4.5. Anatolian Pearls BV reserves the right to withdraw or modify a quotation before written acceptance.

4.6. Obvious errors in quotations, including typing, calculation, pricing or specification errors, shall not bind Anatolian Pearls BV.

5. ORDERS AND AGREEMENTS

5.1. An Order submitted by the Customer shall be considered a request to purchase Products.

5.2. An Agreement shall only arise when Anatolian Pearls BV has accepted the Order in writing or has commenced performance.

5.3. Anatolian Pearls BV reserves the right to reject an Order without being required to provide a reason.

5.4. Anatolian Pearls BV may request additional information, documents, financial information, guarantees or advance payment before accepting an Order.

5.5. Once an Order has been accepted, cancellation or modification requires the prior written approval of Anatolian Pearls BV.

5.6. If Anatolian Pearls BV agrees to cancellation or modification, all reasonable costs and losses resulting from such cancellation or modification may be charged to the Customer.

6. PRICES

6.1. All prices are stated in the currency specified in the relevant quotation or Agreement.

6.2. Unless expressly stated otherwise, prices exclude:

VAT;
import duties;
customs charges;
transport costs;
insurance;
storage;
inspection fees;
local taxes;
customs clearance costs; and
other governmental or third-party charges.

6.3. Prices may be based on minimum quantities, pallets, containers or other agreed shipment quantities.

6.4. Anatolian Pearls BV reserves the right to adjust prices where substantial changes occur in production costs, raw materials, energy prices, transport costs, exchange rates, duties, taxes or other relevant external costs.

7. PAYMENT TERMS

7.1. The Customer shall pay all invoices within the payment period stated on the invoice or Order confirmation.

7.2. Unless otherwise agreed in writing, payment must be made in full before the applicable due date.

7.3. The Customer may not suspend, deduct or set off payments unless expressly permitted by mandatory law or agreed in writing by Anatolian Pearls BV.

7.4. Anatolian Pearls BV may require:

full advance payment;
partial advance payment;
deposit;
bank guarantee;
documentary security; or
other reasonable payment security.

7.5. If the Customer fails to pay on time, Anatolian Pearls BV may suspend deliveries and other obligations.

7.6. Late payments may result in statutory commercial interest and reasonable extrajudicial collection costs, to the extent permitted by applicable law.

7.7. Payments shall be made without deduction of bank charges, unless otherwise agreed.

8. CREDIT AND CUSTOMER ACCEPTANCE

8.1. Anatolian Pearls BV is entitled to assess the financial and commercial reliability of a Customer before accepting an Order.

8.2. Anatolian Pearls BV may refuse credit terms or require advance payment where it reasonably considers this necessary.

8.3. Previously granted credit terms may be withdrawn if the financial position or payment behaviour of the Customer gives reasonable cause to do so.

9. DELIVERY

9.1. Delivery dates and periods are estimates unless expressly agreed in writing as firm deadlines.

9.2. Anatolian Pearls BV shall make reasonable efforts to meet agreed delivery periods.

9.3. Delivery delays caused by circumstances outside the reasonable control of Anatolian Pearls BV shall not constitute a breach.

9.4. Partial deliveries may be made unless expressly agreed otherwise.

9.5. If the Customer is unable or unwilling to accept delivery, any resulting storage, transport, handling, insurance or other reasonable costs may be charged to the Customer.

10. INTERNATIONAL TRADE AND INCOTERMS®

10.1. International deliveries shall be performed according to the Incoterm® expressly stated in the applicable quotation, Order confirmation or Agreement.

10.2. The applicable Incoterm® shall determine the allocation of transport responsibilities, costs and risk between the parties.

10.3. Unless expressly agreed otherwise, Anatolian Pearls BV shall not be responsible for import clearance in the destination country.

10.4. The Customer shall be responsible for:

obtaining import licences where required;
customs clearance where applicable;
import duties;
local taxes;
permits;
product registration where required;
destination-country requirements; and
compliance with local legislation.

10.5. The Customer shall provide all information reasonably required to facilitate international shipment.

11. CUSTOMS AND IMPORT REQUIREMENTS

11.1. The Customer is responsible for ensuring that the Products may legally be imported into the destination country.

11.2. The Customer shall inform Anatolian Pearls BV in advance of any special import requirements applicable in the destination country.

11.3. Anatolian Pearls BV shall not be liable for delays, additional costs or rejection of Products resulting from customs inspections, import restrictions, incorrect information supplied by the Customer, missing permits, changes in legislation, customs classification disputes or governmental decisions.

11.4. Any additional costs resulting from circumstances attributable to the Customer may be charged to the Customer.

12. TRANSFER OF RISK

12.1. Risk of loss, theft, damage or deterioration shall transfer to the Customer in accordance with the applicable Incoterm®.

12.2. If no Incoterm® has been expressly agreed, the transfer of risk shall be determined by the applicable Agreement and, where necessary, applicable Dutch law.

12.3. The transfer of risk does not automatically constitute transfer of ownership.

13. RETENTION OF TITLE

13.1. To the maximum extent permitted by applicable law, ownership of Products shall remain with Anatolian Pearls BV until the Customer has paid all amounts due in connection with the relevant Products.

13.2. Until ownership has transferred, the Customer shall handle the Products carefully and shall not unlawfully pledge, encumber or otherwise dispose of them.

13.3. If the Customer fails to pay, Anatolian Pearls BV may exercise its rights under the applicable retention-of-title provisions.

14. TRANSPORT AND INSURANCE

14.1. Responsibility for transportation shall be determined by the applicable Incoterm®.

14.2. Where the Customer bears transport risk, the Customer is responsible for arranging appropriate transport insurance.

14.3. Where Anatolian Pearls BV is responsible for arranging transport, this does not automatically mean that Anatolian Pearls BV bears the transport risk.

14.4. Claims relating to transport damage shall be submitted promptly and supported by appropriate evidence.

15. INSPECTION OF PRODUCTS

15.1. The Customer shall inspect the Products immediately or as soon as reasonably possible after receipt.

15.2. Visible damage, shortages or incorrect deliveries must be reported in writing within five (5) Business Days after delivery.

15.3. Hidden defects must be reported promptly after discovery.

15.4. Complaints must include sufficient information, including where applicable the Order number, invoice number, Product description, quantity affected, description of the problem, photographs, transport documentation and other relevant evidence.

15.5. The Customer shall provide Anatolian Pearls BV with a reasonable opportunity to investigate the complaint.

16. PRODUCT COMPLAINTS

16.1. A complaint does not entitle the Customer to suspend payment unless this is required by mandatory law.

16.2. Products may not be returned without prior written approval from Anatolian Pearls BV.

16.3. If a complaint is accepted, Anatolian Pearls BV may, at its reasonable discretion:

replace the affected Products;
repair the Products where applicable;
issue a credit;
refund the relevant purchase price; or
agree another commercially reasonable solution.

16.4. No return shall be accepted without an authorised return instruction from Anatolian Pearls BV.

17. WARRANTY

17.1. Anatolian Pearls BV warrants that Products shall substantially conform to the specifications expressly agreed in writing.

17.2. Any manufacturer’s warranty shall apply only where expressly provided.

17.3. Warranty does not cover damage resulting from incorrect use, improper storage, improper handling, unauthorised modifications, negligence, normal wear and tear, incorrect installation or use contrary to instructions.

17.4. Mandatory statutory rights shall remain unaffected.

18. LIABILITY

18.1. Anatolian Pearls BV shall only be liable for direct damage resulting from an attributable failure to perform its contractual obligations.

18.2. To the maximum extent permitted by law, Anatolian Pearls BV shall not be liable for indirect or consequential damage, including loss of profit, loss of turnover, loss of business, loss of contracts, loss of customers, loss of goodwill, business interruption or anticipated savings.

18.3. To the maximum extent permitted by applicable law, the total liability of Anatolian Pearls BV shall not exceed the invoice value of the Products or services directly giving rise to the claim.

18.4. These limitations shall not apply where liability cannot legally be limited or excluded.

18.5. The Customer shall take reasonable measures to prevent or minimise damage.

19. FORCE MAJEURE

19.1. Anatolian Pearls BV shall not be liable for failure or delay caused by circumstances beyond its reasonable control.

19.2. Force majeure includes, but is not limited to:

war;
armed conflict;
terrorism;
sanctions;
governmental measures;
natural disasters;
fire;
flood;
severe weather;
pandemics;
epidemics;
strikes;
labour disputes;
port closures;
transport disruptions;
shipping delays;
customs restrictions;
shortages of raw materials;
energy shortages;
supplier failures;
production failures;
cyber incidents;
major IT failures;
export restrictions;
import restrictions; and
other circumstances beyond the reasonable control of Anatolian Pearls BV.

19.3. During a force majeure situation, Anatolian Pearls BV may suspend its obligations.

19.4. If the force majeure situation continues for an extended period, the parties shall consult regarding continuation or termination of the affected Agreement.

20. EXPORT CONTROL AND SANCTIONS

20.1. Both parties shall comply with applicable export-control, sanctions and trade-compliance legislation.

20.2. The Customer shall not use, resell, transfer or export Products in violation of applicable laws or sanctions.

20.3. Anatolian Pearls BV may suspend or terminate an Order where it reasonably believes that the transaction could violate applicable sanctions, export-control laws or other mandatory regulations.

20.4. The Customer shall provide information reasonably required for compliance and due-diligence checks.

21. PRODUCT COMPLIANCE

21.1. Anatolian Pearls BV shall provide available product information and documentation where contractually agreed or legally required.

21.2. The Customer is responsible for ensuring that Products are suitable and legally marketable for its intended use and destination market, unless Anatolian Pearls BV has expressly accepted such responsibility in writing.

21.3. The Customer shall comply with applicable local requirements relating to labelling, packaging, product registration, language requirements, safety, storage, transport and resale.

22. INTELLECTUAL PROPERTY

22.1. All intellectual property rights belonging to Anatolian Pearls BV remain the property of Anatolian Pearls BV or its licensors.

22.2. This includes, where applicable, trade names, logos, photographs, website content, marketing materials, catalogues, texts, designs, presentations and other proprietary materials.

22.3. No intellectual property rights are transferred to the Customer unless expressly agreed in writing.

22.4. The Customer shall not reproduce or commercially exploit intellectual property belonging to Anatolian Pearls BV without prior written consent.

23. CONFIDENTIALITY

23.1. Both parties shall treat confidential commercial information received from the other party as confidential.

23.2. Confidential information may include prices, supplier information, customer information, commercial strategies, distribution arrangements, product information, contracts, business plans and other non-public information.

23.3. Confidential information shall not be disclosed to third parties except where required by law or necessary for the performance of the Agreement.

23.4. This obligation survives termination of the Agreement.

24. DISTRIBUTION AND EXCLUSIVITY

24.1. The appointment of a Customer as a distributor, reseller or business partner does not automatically grant exclusivity.

24.2. Any exclusive distribution rights must be expressly agreed in a separate written agreement.

24.3. An exclusivity agreement should specify the Products, territory, duration, minimum purchase quantities, sales targets, marketing obligations and termination conditions.

24.4. No verbal statement shall create exclusive distribution rights unless confirmed in writing by an authorised representative of Anatolian Pearls BV.

25. SUBCONTRACTORS AND BUSINESS PARTNERS

25.1. Anatolian Pearls BV may engage third parties for the performance of its obligations.

25.2. These may include manufacturers, producers, logistics providers, freight forwarders, customs agents, warehouses, inspection companies, consultants and other professional service providers.

25.3. The Customer agrees to reasonably cooperate with such parties where necessary for the execution of the Agreement.

26. CUSTOMER INFORMATION AND DUE DILIGENCE

26.1. Anatolian Pearls BV may request information concerning the Customer’s company, ownership, activities, destination markets and intended use of Products.

26.2. The Customer shall provide accurate and complete information.

26.3. Anatolian Pearls BV may refuse or suspend a transaction if required information is not provided or if the transaction creates unacceptable legal, financial or compliance risks.

27. CONFIDENTIAL BUSINESS RELATIONSHIPS

27.1. Information concerning Anatolian Pearls BV’s suppliers, manufacturers, sourcing channels and commercial partners shall be treated as confidential.

27.2. The Customer shall not use confidential information obtained through Anatolian Pearls BV to bypass Anatolian Pearls BV or directly approach confidential suppliers or business partners for the purpose of circumventing Anatolian Pearls BV’s commercial position, where such conduct would constitute a breach of a separately agreed non-circumvention obligation.

27.3. Where required, separate confidentiality and non-circumvention agreements may be concluded.

28. TERMINATION AND SUSPENSION

28.1. Anatolian Pearls BV may suspend performance if the Customer fails to pay, materially breaches the Agreement, becomes insolvent, enters bankruptcy proceedings, ceases business operations, provides materially incorrect information, breaches applicable sanctions or trade laws, or otherwise creates a material commercial or legal risk.

28.2. Termination shall not affect payment obligations already incurred.

28.3. Rights and obligations intended to survive termination shall remain effective.

29. TAXES AND GOVERNMENTAL CHARGES

29.1. The Customer shall bear all taxes, duties, import charges and governmental fees allocated to the Customer under the applicable Agreement or Incoterm®.

29.2. VAT shall be charged where legally applicable.

29.3. The Customer shall provide valid VAT and other tax registration information where required.

29.4. If a tax authority subsequently determines that additional tax is payable due to incorrect or incomplete information supplied by the Customer, the resulting costs may be charged to the Customer to the extent permitted by law.

30. PERSONAL DATA

30.1. The parties shall comply with applicable data-protection legislation.

30.2. Where applicable, Anatolian Pearls BV shall process personal data in accordance with the General Data Protection Regulation (GDPR).

30.3. Personal data shall only be processed for legitimate business purposes, contractual performance, legal compliance or other lawful purposes.

31. ASSIGNMENT

31.1. The Customer may not transfer or assign its rights or obligations under an Agreement without the prior written consent of Anatolian Pearls BV.

31.2. Anatolian Pearls BV may transfer or assign its rights and obligations to an affiliated company or successor, to the extent permitted by law.

32. NO AGENCY OR PARTNERSHIP

32.1. Nothing in these Terms creates a partnership, joint venture, employment relationship or agency relationship between Anatolian Pearls BV and the Customer unless expressly agreed in writing.

32.2. The Customer shall not represent itself as an authorised agent of Anatolian Pearls BV unless expressly authorised in writing.

33. NOTICES AND COMMUNICATION

33.1. Commercial communications may be conducted by email unless otherwise agreed.

33.2. The Customer is responsible for ensuring that Anatolian Pearls BV has accurate contact details.

33.3. The parties shall promptly inform each other of relevant changes in contact information.

34. GOVERNING LAW

34.1. All Agreements and legal relationships between Anatolian Pearls BV and the Customer shall be governed exclusively by the laws of the Netherlands, unless mandatory law provides otherwise.

34.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

34.3. The choice of Dutch law does not exclude mandatory provisions that cannot legally be excluded.

35. DISPUTE RESOLUTION

35.1. The parties shall first attempt to resolve disputes through good-faith consultation.

35.2. If the dispute cannot be resolved amicably, it shall be submitted to the competent court in the Netherlands having jurisdiction over Anatolian Pearls BV, unless mandatory law provides otherwise.

35.3. Anatolian Pearls BV shall, where legally permitted, retain the right to seek urgent or interim relief before any competent court.

36. SEVERABILITY

36.1. If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

36.2. The parties shall endeavour to replace the invalid provision with a valid provision that most closely reflects the original commercial purpose.

37. NO WAIVER

37.1. Failure by Anatolian Pearls BV to enforce any right shall not constitute a waiver of that right.

37.2. A waiver shall only be valid if expressly confirmed in writing.

38. ENTIRE AGREEMENT

38.1. These Terms, together with the applicable quotation, Order confirmation and any specific written Agreement, constitute the contractual framework applicable to the relevant transaction.

38.2. Any amendment must be agreed in writing by authorised representatives of the parties.

39. LANGUAGE

39.1. These Terms are drafted in English for international business purposes.

39.2. Anatolian Pearls BV may provide translations into other languages.

39.3. Unless otherwise expressly agreed, the English version shall be regarded as the reference version for international transactions.

40. COMPANY INFORMATION

ANATOLIAN PEARLS BV

Country: The Netherlands

Registered office:
Stationsplein 3d, 4702VX, Roosendaal

Chamber of Commerce / KvK:
follow soon

VAT number:
follow soon

E-mail:
info@anatolianpearls.com

Telephone:
+31 6 25 35 51 04

Website:
www.anatolianpearls.com

41. FINAL PROVISION

Anatolian Pearls BV is committed to building reliable and long-term international business relationships based on trust, transparency, professionalism and mutual respect.

Anatolian Pearls BV focuses on identifying opportunities, connecting supply and demand, and creating sustainable business relationships between companies across borders.

Together, we create opportunities.
Together, we grow.

ANATOLIAN PEARLS BV
The Netherlands

International B2B Terms & Conditions – Version September 2026

General Terms and Conditions