Please read these terms and conditions before creating an account and/or placing an order. vidaXL reserves the right to change these Terms and Conditions without prior notice.
BETWEEN
1. vidaXL, alternatively represented by:
The private limited liability company vidaXL International B.V., located at Mary Kingsleystraat 1, 5928 SK, Venlo. Operating in the Netherlands under the VAT numbers: NL850643545B01 and PL5263485807, trading under Chamber of Commerce Limburg number 52876861 and trading in the countries Netherlands, Belgium, Spain, France, Greece, Ireland, Italy, Norway, Portugal, Sweden;
The private limited liability company vidaXL Europe B.V., located at Mary Kingsleystraat 1, 5928 SK, Venlo. Operating in the Netherlands under the VAT number: NL820055220B01 and PL5263139666, trading under Chamber of Commerce Limburg number 09188362 and trading in the countries Bulgaria, Austria, Czech Republic, Germany, Denmark, Estonia, Finland, Croatia, Hungary, Latvia, Lithuania, Poland, Romania, Slovenia, and Slovakia;
The private limited company TM Handelsgesellschaft GmbH, located at Lindenstrasse 16, (6340) Baar, operating in Switzerland under VAT number: CH E45 1181434, and registered under number 1235780-81, trading in Switzerland;
The limited liability company vidaXL LLC, located at 2200 Palmetto Ave, Redlands, CA 92374, USA, operating in the United States of America and registered under number 323 315-0448, trading in the United States of America;
The proprietary limited company HB Commerce Pty Ltd, located at Suite 1, Level 11, 66 Goulburn Street, Sydney NSW 2000, operating in Australia and registered under the number 154339438, trading in Australia;
The limited liability company HBI Commerce LTD, having its registered office at C/O TMF Group, 13th Floor, OneAngel Court, London, EC2R 7HJ, United Kingdom, operating in the United Kingdom under VAT number: GB137229219, and registered under number 07772128, trading in the United Kingdom;
vidaXL ehf, Dalvegur 30, 201 Kópavogur, Iceland, operating in Iceland under VAT number 141496, and registered in Iceland under number 4305210390 and trading in Iceland.
vidaXL DWC-LLC located at Business Center Logistics City, Dubai Aviation City, P.O. Box: 390667, Dubai, United Arab Emirates, registered in the United Arab Emirates under number 10457 and operating in the United Arab Emirates under TRN number 100455155000003 and in the Kingdom of Saudi Arabia under VAT number 311415370500003.
The private limited liability company vidaXL G.K., located at 4F & 8F, KS Building4-5-20 Kojimachi, Chiyoda-ku, Tokyo, 102-0083. Operating in Japan under the Corporate Identification Number 9010003034630 and trading in Japan.
The private limited liability company vidaXL Marketplace LTD, located at 2000C- 410 West Georgia Street, Vancouver, operating and trading in Canada under the Corporate Identification Number BC1295445 and Business Number 772066544 BC0001.
(hereinafter referred to as the “vidaXL”)
AND
2. The Drop-shipper, as defined below, and which fulfills every requirement of the present (hereinafter referred to as the “Dropshipper”).
Individually referred to as the “Party” and collectively referred to as the “Parties”
Both parties acknowledge that they have the legal capacity to enter into this Agreement and HAVE AGREED as follow:
Contents
ARTICLE 1 – DEFINITIONS
ARTICLE 2 – OBJECT AND, SCOPE OF THE AGREEMENT
ARTICLE 3 – ACCOUNT CREATION AND FEES
ARTICLE 4 -DESCRIPTION, PRICE AND AVAILABILITY OF GOODS
4.1 Product description
4.2 Product price
4.3 Product availability
ARTICLE 5 – ORDER PROCESS
ARTICLE 6 – PAYMENT FOR ORDERS
ARTICLE 7 – ORDER CANCELLATIONS/CHANGES
ARTICLE 8 – SHIPPING, TRANSFER OF RISK AND DELIVERY
ARTICLE 9 – RETURN PROCEDURE AND GUARANTEES
9.1 Right of withdrawal
9.2 Guarantee
9.3 Refund
9.4 Customer Service
ARTICLE 10 – OBLIGATION OF THE DROPSHIPPER
ARTICLE 11 – LIMITATION OF LIABILITY AND DEFECTIVE PRODUCTS
11.1 Limitation of Liability
11.2 Producer’s responsibility for defective products
11.3 Recalls
ARTICLE 12 – CONFIDENTIALITY
ARITLCE 13 – INTELLECTUAL PROPERTY AND MARKETING MATERIAL
ARTICLE 14 – PERSONAL DATA
ARTICLE 15 – TERM, TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
15.1 Term
15.2 Termination for convenience
15.3 Termination for cause
15.4 Consequences of termination
15.5 Survival
ARTICLE 16 – MISCELLANEOUS
ARTICLE 17 – GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
ARTICLE 1 – DEFINITIONS
In these Terms and Conditions:
Agreement: means these Terms and Conditions and any other documents which shall be deemed part thereof as agreed upon between the parties;
Drop-shipper: means the company/individual who is doing business with vidaXL through vidaXL’s Drop-shipping program and has registered to the program following the registration procedure as referred to in article 3;
End-customers: means the individuals who purchase products from the Drop-shipper and are considered as end users for the purpose of the present;
Force Majeure: means an event or series of event beyond the reasonable control of either Party;
Intellectual Property Rights: means all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary information rights, know-how and all other intellectual or industrial proprietary rights as may exist anywhere in the world;
Wallet: means the Drop-shipper’s B2B account with which that can pay and receive payment.
Product Imagery: means all vidaXL product pictures and product descriptions, including product codes, as provided by vidaXL
ARTICLE 2 – OBJECT, AND SCOPE OF THE AGREEMENT
2.1 Purpose. The Drop-shipper wishes to sell and promote the products offered by vidaXL to its own End-customers. vidaXL will not be part of any contract concluded between the Drop-shipper and its End-customers.
2.2. Scope. The Agreement shall govern the relationship, obligations and rights of vidaXL and Drop-shippers as defined herein.
2.3 Applicability. The Agreement shall apply to all contracts for the supply of goods through the Service and requires the individual or entity willing to engage to register to the website dropshippingxl.com, where all necessary information is made available. Except where otherwise agreed in writing between the Parties, the present Agreement shall prevail over any other documents and apply to all products supplied by vidaXL within its Drop-shipping activity framework.
ARTICLE 3 – ACCOUNT CREATION AND FEES
3.1 Registration. To access and use the service, the Drop-shipper must register for a vidaXL Drop-shipper account providing all the required information on the dedicated website dropshippingxl.com.
3.2 Verification To prevent fraud, to ensure compliance with the requirements under the applicable tax, Anti-Money Laundering and sanctions legislation, you might be required to complete a number of verifications, including but not limited to
- identify verification of the natural persons associated with the business
- bank account verification
- business verification
- address verification
- tax verification
You hereby agree to complete the necessary steps and submit the required documents such as the passport of the legal representative and the business license and the VAT application document. The exact requirements depend on several factors, including but not limited to
- the legal entity of the Drop-shipper
- the turnover of the Drop-shipper
- the country to which the products are shipped
- the applicable legislation
When a verification is required, vidaXL will notify the Drop-shipper. If Drop-shipper fails to complete the request or we are unable to verify the information and documents provided, vidaXL reserves the right to suspend and terminate the account. Any personal data you provide to us or the third party that completes the verification on behalf of vidaXL will be handled in accordance with vidaXL Privacy Notice.
To ensure the accuracy and authenticity of the provided banking details, vidaXL may require the Drop-shipper to transfer a non-refundable amount of money (preferably EUR 0.01 or any equivalent amount in another currency) to vidaXL.
3.3 Accuracy. The provision of incorrect information by the Drop-shipper will preclude the creation of the account. vidaXL reserves the right to reject and suspend accounts containing incomplete or false information.
3.4 Application Review. Without prejudice to the previous paragraph, vidaXL reserves the right to reject or accept the application within 48 hours at reception of a new registration from the Drop-shipper. vidaXL reserves the right to reject and, in rare cases, suspend an account if, for instance, any of the following situations occur: incomplete registration, approved with error, account misuse.
3.5 Age requirement. The Drop-shipper must be the older of: (i) 18 years, and (ii) at least the age of majority in the jurisdiction where he resides and from which the Service will be used to open an account.
3.6 Business Use. The Service is purely a business-to-business program. Any account created for personal use will be terminated immediately.
3.7 Security. The Drop-shipper is responsible for keeping his password secure. vidaXL cannot and will not be liable for any loss or damage from the failure to maintain the security of the account and password.
3.8 Subscription Fee. A monthly subscription fee is charged for access to the Service. This fee is charged for each additional access (one access per delivery country). In the event the Drop-shipper would decide to cancel its subscription (withhold payments), the Drop-shipper:
3.8.1 Where previous orders were placed, will be able to access its Drop-shipping account and backend but will be denied the placing of any further orders until payment of the subscription is received.
3.8.2 Without previous orders: Access of the Drop-shipper account will not be possible.
ARTICLE 4 -DESCRIPTION, PRICE AND AVAILABILITY OF GOODS
4.1 Product description
4.1.1 Despite vidaXL’s reasonable efforts to describe the products and take images as accurately as possible in accordance with the manufacturer’s specifications, some variations may occur for some items. If there is anything the Drop-shipper does not understand about the information provided on the website, please email vidaXL at [email protected]
4.1.2 vidaXL reserves the right to change any and all product descriptions should vidaXL deem it necessary. The Drop-shipper will be responsible for ensuring that any updates made to the product description is properly reflected in their own product listing offered to its end-customers. Failure to do so will entitle vidaXL to refuse to assist and offer any customer service to the Drop-shipper for the affected orders.
4.2 Product price
4.2.1 All prices displayed on the website are in the local currency, excluding VAT. The VAT amount is charged upon checkout based on the VAT rate applicable in the country the goods are delivered to. Every effort is made to ensure the prices shown on the website are accurate at the time of placing an order.
4.2.2 Except for Australia, the price of an item includes shipping charges. There is no minimum order requirement for individual drop-shipped orders. The Drop-shipper is allowed to set their own prices on items through the medium in which the drop shipper sells.
4.2.3 vidaXL reserves the right to change the prices of items on the website at any time. The Drop-shipper is solely responsible to ensure the information at his disposal are up to date (in terms of stocks or price for instance).
4.2.4 vidaXL reserves the right to, under certain circumstances, apply a surcharge or discount based on the refund rate, sales targets and other performance indicators. The Drop-shipper will be issued two warnings prior to any surcharge being applied to its orders. The surcharge or discount will be visible at the check-out.
4.2.5 If an item has been underpriced in error, vidaXL will contact the Drop-shipper and offer the Drop-shipper to choose between the following three options:
1. Placement of a new order at the correct price of the items; OR,
2. Cancellation of the whole order; OR,
3. Cancellation of the order for the mispriced items and reconfirmation of the order for the correctly priced items.
If the drop shipper does not respond within 24 hours, the order will be automatically canceled. Any payment received from the drop shipper will be credited back to the wallet of the drop shipper within 7 days.
4.3 Product availability
4.3.1 Products availability on vidaXL’s website depends on stocks. Owing to the large-scale operations necessary to ensure the continuity of stock supply, vidaXL cannot guarantee that all products will be steadily available. It is the Drop-shipper’s responsibility to ensure its stock levels are up to date on the sales channels (i.e. webshop) in which the Drop-shipper sells.
4.3.2 vidaXL being a multinational company operating in over 30 countries and offering the Service in most of these countries, it operates from various warehouse. The Drop-shipper recognizes and acknowledges that the available stocks may vary from one warehouse to another and that not all items will be available from every warehouses. vidaXL shall not be held accountable for such shortages, discrepancies or variations in stocks.
4.3.3 vidaXL will make every effort to limit out of stock situations or erroneous information as to the availability of products but cannot be held responsible for such situations. The Drop-shipper can contact vidaXL at [email protected] when a product cannot be found on the website, being out of stock or discontinued.
4.3.4 Upon acceptance of an order and when an ordered product is unavailable or out of stock, vidaXL reserves the right to inform the Drop-shipper in due time and offer to wait for the product to be back in stock or for the product price to be refunded to the Drop-shipper. If a refund is preferred, it will be processed within 7 working days this time frame having been approximated.
4.3.5 Under no circumstances should back-orders be accepted.
4.3.6 vidaXL cannot be held accountable for any potential loss of earnings resulting from the advertisement of out of stock and discounted products by the Drop-shipper.
4.3.7 vidaXL will under no circumstances reserve stock for a Drop-shipper.
ARTICLE 5 – ORDER PROCESS
5.1 The Drop-shipper represents and warrants, prior to placing any order through the Service to have read and agreed to the terms and conditions laid out in writing within this Agreement.
5.2 All orders placed for items advertised on the vidaXL website at dropshippingxl.com are considered an offer to the Dropshipper to purchase the items selected for an order. No purchase contract exists between vidaXL and the Drop-shipper until vidaXL has received and accepted the order. Once an order is accepted, the status will appear as “being prepared”. No contracts can be deemed concluded between the Drop-shipper and vidaXL prior to this status being displayed.
5.3 vidaXL reserves the right to cancel the contract of sale if the payment for orders is not received in full before the actual shipping date.
ARTICLE 6 – PAYMENT FOR ORDERS
6.1 Payment Methods. Payments for orders can be made via PayPal, bank transfer, credit card or using the wallet functionality. vidaXL shall not be obligated to offer all the aforementioned means of payment in each country in which the Service is offered and reserves the right to limit the payment solutions offered. Orders must be paid in full before vidaXL dispatches them. The Drop-shipper represents and acknowledges that orders will not be accepted until paid in full.
6.2 Auto-confirmation. The Drop-shipper can choose to use vidaXL’s auto-confirmation feature. The auto-confirmation feature allows Drop-shippers to automatically pay for their placed orders as the amount will be deducted from their Wallet. vidaXL cannot be held liable for any shortcomings, risks, or direct or indirect losses of profit caused by this feature.
ARTICLE 7 – ORDER CANCELLATIONS/CHANGES
7.1 Cancellation/Change requests. For purposes of cancelation or change of an order, the Drop-shipper shall contact vidaXL via [email protected] or Chat.
7.2 Limitations. The Drop-shipper acknowledges being informed that not all paid or dispatched orders can be cancelled or changed. The Drop-shipper will be informed by vidaXL of any failure to change or cancel the order. vidaXL cannot be held liable for any loss or damage caused by such failure or any agreements concluded between the Drop-Shipper and the End-customer.
ARTICLE 8 – SHIPPING, TRANSFER OF RISK AND DELIVERY
8.1 Shipping methods and dispatch. Unless explicitly agreed upon otherwise, the delivery shall be made "Delivered Duty Paid" (DDP). The named place of destination shall be the address indicated by the Drop-shipper when placing the order. vidaXL will make reasonable efforts to dispatch items within 2 working days after receiving full payment, unless otherwise agreed. The shipment tracking number and notification will be sent to the Drop-shipper once the products are dispatched.
8.2 Delivery time. Delivery times shall be indicated in the product feed provided by vidaXL. These times are approximations and represent a reasonable effort. vidaXL shall not liable for potential delays, including but not limited to any delays caused by freight companies or intermediaries.
8.3 Address accuracy. vidaXL is not responsible for items that do not reach the customer due to errors made by the customer or Drop-shipper when entering address details. The Drop-shipper shall check all order details before confirming an order. The address must be accessible to courier drivers, and if no shipping instructions are left, the Drop-shipper needs to ensure someone is available to receive the package.
8.4 Returned Packages. If packages are returned to vidaXL, vidaXL will refund the Drop-shipper the product’s price, excluding the shipping costs where applicable. Notwithstanding the foregoing, deliveries made to business addresses or workplaces are considered received once they arrive at the address. It is the customer’s responsibility to ensure the item is safely received.
8.5 Responsibility After Delivery. Without prejudice to clause 8.8, the customer is responsible for the order once the package arrives at the supplied delivery address. vidaXL is not responsible if the package goes missing after delivery. If items are received damaged, the customer must notify the Drop-shipper within 48 hours of receiving them. The Drop-shipper must notify vidaXL within 72 hours after the expected delivery time. If items are received faulty, the Drop-shipper must notify vidaXL within 14 days. See the returns procedure in article 9 for more details.
8.6 Third Party Shipments. For items shipped to an address other than the Drop-shipper, vidaXL has no contract with the receiver (the End-customer) and cannot mediate any aspect of the sale between the Drop-shipper and the End-customer.
8.7 Non-receipt of Products. Without prejudice to clause 8.8, if the event the End-customer does not receive the product (including, but not limited to, situations where the package is lost or stolen), the End-customer will be required to complete a non-receipt form, confirming non-receipt of the package. vidaXL reserves the right not to refund or replace the product if the form is not correctly filled out and signed by the End-customer.
a. Any attempt of the Drop-Shipper to forging the signature of the end-customer in order to produce a false non-receipt of goods form and obtain a refund of the product price or a replacement will be considered a material default of the Drop-shipper in the performance of its duties or obligation and will therefore result in termination for cause according to article 15.3.
b. vidaXL reserves the right, apart from termination for cause, to seek for compensation for any losses and damages that vidaXL incurred as a result of the breach of this clause.
8.8 Transfer of risk for US Drop-shippers. In deviation from article 8.1, in the case of orders placed with the US address as place of delivery, all risks of loss or damage to the ordered products shall be borne by the Drop-shipper immediately upon paying for the order. vidaXL shall not be held liable in the event of product defect or damage upon delivery. Any clause to the contrary herein contained shall not be enforceable against vidaXL.
ARTICLE 9 – RETURN PROCEDURE AND GUARANTEES
9.1 Right of withdrawal
9.1.1 Withdrawal Period. An End-customer can review any item for 30 days from delivery, except in the following countries:
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Iceland and United Arab Emirates: the right of withdrawal is limited to 14 days from receipt.
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United States: no right of withdrawal exist.
9.1.2 Returns organized by Drop-shippers. If the End-customer decides to return and item(s), the following rules apply:
a. The End-customer is obliged to return any received item(s) within 14 days after notifying the Drop-shipper of its wish to return the product to a return address provided by the Drop-shipper; AND,
b. When receiving the items from the customer, the Drop-shipper returns them within 14 days to vidaXL and applies for a refund via the Service. A refund will be issued within 7 days after vidaXL receives the returned item(s) and confirms the items are in good condition and not damaged. The drop shipper is responsible for the correct packaging of the items and any issue which may arise between the Drop-shipper and its End-customer as a result of (incorrectly) returning (damaged) items; AND,
c. With regards to the above, the Drop-shipper is organizing the return process independently and will thus bear the shipping costs for return as well as the risks attached to the return process (e.g.: product lost or destroyed in transit, etc.).
9.1.3 Returns organized by vidaXL.
9.1.3.1 If the Drop-shipper is unable to comply with 9.1.2., they may ask vidaXL to organize the return directly from the End-customer under conditions similar to the ones applied by vidaXL to its own customers. Costs will be charged to return the products, the detail of which may found on the
dedicated page of the Drop-shipping website. These costs will be automatically deducted from the Dropshipper’s refund. The Drop-shipper must provide the customer’s phone number, address for collection and email address to vidaXL, which will be used solely for organizing the return.
9.1.3.2 Where vidaXL organizes the return on behalf of the Drop-shipper, a logistics fee may be withheld from the refund issued to the to the Drop-shipper for the returned products. vidaXL not being part of the contract between Drop-shippers and their End-customer, passing-on of aforementioned fee to the End-customer will be left entirely to the Drop-shipper’s discretion.
9.1.4 High return rates. If the Drop-shipper has an unusually and inexplicable high return rate compared to average return rates within vidaXL, vidaXL reserves the right to deny further return services, increase prices, reduce the cooling-off period or exclude the Drop-shipper from the platform.
9.2 Guarantee
9.2.1 Where an incorrect or damaged product would be received by the End-customer, the End-customer will be required to provide appropriate (photographic) evidence which shall be (digitally) dated and sent to either an e-mail address provided by the Drop-shipper. vidaXL, will, following inspection and on a case-by-case basis, offer one of the following solutions:
1. The damage warrants a discount;
2. The damage warrants a refund;
3. A new item will be sent out or replacement of the damaged parts.
vidaXL reserves the right to deviate from the above if applicable to an individual case.
9.2.2 In the event of problems with an order, we encourage Drop-shippers to directly contact vidaXL, this will give vidaXL the opportunity to clarify and correct the given situation.
9.3 Refund
9.3.1 The maximum refund vidaXL will offer is limited to the product price and shall not cover additional costs such as shipping, except under certain circumstances agreed upon between the Drop-shipper and vidaXL on a case-by-case basis.
9.3.2 Refunds will be considered on a case-by-case basis. Except where otherwise provided herein, they will be paid by vidaXL and transferred to Drop-shipper’s B2B account (wallet). This applies to all transactions.
9.3.4 In the event of an open PayPal case where the Drop-shipper is unable to make an agreement with our customer service team, vidaXL will have no choice but to temporarily suspend the Drop-shipper’s B2B account.
9.3.5 Except where otherwise provided herein, any refund returned from the order will be refunded to the wallet on b2b.vidaxl.com. We will not return the refund to any Paypal or bank account of the Drop-shipper unless:
The Drop-shipper terminates its cooperation with vidaXL.
The Drop-shipper has a special reason to return the amount.
9.3.6 If the Drop-shipper wishes to withdraw the refunds from the wallet to any PayPal or bank account, outside of the circumstances in article 9.3.5, vidaXL will charge a flat fee of 5 EUR or the equivalent amount in other currencies (VAT incl.) per withdrawal.
9.3.7 Drop-shipper is responsible to control the end-customer’s. Should the Drop-shipper abuse the refund policy, vidaXL reserves the right to terminate or suspend the Drop-shipper’s account.
9.3.8 Without prejudice to the foregoing, for Drop-shippers operating in Switzerland and using Paypal to place their orders, refunds will be exclusively issued back to the Drop-shipper’s Paypal account.
9.4 Customer Service
9.4.1 vidaXL will assist the Drop-shipper in offering customer service to its customers by providing various solutions offered on a case-by-case basis. vidaXL’s customer service shall only be considered a support service by the Drop-shipper and vidaXL shall not be held liable to provide remedies or other sorts of customer service solutions directly to the Drop-shipper’s customer.
9.4.2 vidaXL advises the Drop-shipper to use their own terms and conditions stating the above. vidaXL cannot be held responsible for the Drop-shipper (or End-customer), if the End-customer or Drop-shipper does not return an item according to the return policy of vidaXL as stated in this article.
9.4.3 The Drop-shipper must provide correct contact information to customers to allow them to ask questions about an item or order. vidaXL Customer Service will redirect any questions received from the Drop-shipper’s End-customers back to the Drop-shipper. In the event vidaXL notices that the Drop-shipper failed to provide (correct) contact information to its End-customers, the Drop-shipper must remedy this situation within 2 days. If not, vidaXL reserves the right to suspend the account in accordance with article 15 of the present.
9.4.4 As highlighted under article 4.1.2 of the present, vidaXL reserves the right to refuse to provide customer service (including, but not limited to, product guarantee or right of withdrawal), to Drop-shippers who fail to update a product descriptions to reflect newly updated product description made available by vidaXL.
ARTICLE 10 – OBLIGATION OF THE DROPSHIPPER
10.1 Responsibility for legal issues. vidaXL is not a Party to the sales contract concluded between the Drop-shipper and the End-customer. It is the Drop-shipper’s responsibility to ensure that all legal issues arising from sales are covered by their own terms and conditions. vidaXL accepts no responsibility for legal issues due to the absence of such terms or other required legal documents between the Drop-shipper and their customers.
10.2 Service Quality. The Drop-shipper must provide a level of service to their customers that is at least equal to the service vidaXL provides to its customers. The Drop-shipper cannot direct their customers to contact vidaXL directly.
Where vidaXL’s reputation would be affected due to the Drop-shipper’s failure to offer the required quality of service, vidaXL reserves the right to rectify the damage by compensating the customer. The costs associated with this compensation will be charged to the Drop-shipper. vidaXL reserves the right to compensate these costs using any potential money owed by vidaXL to the Drop-shipper.
10.3 Compliance with Laws. The Drop-shipper shall comply with all applicable laws and registration requirements in the countries where they market the products. All costs or fees incurred for compliance with applicable laws or mandatory registration are Drop-shipper’s sole responsibility. In no event shall vidaXL be held liable for any non-compliance of the Drop-shippers with their obligations.
10.4 For orders return with incorrect or empty packages, vidaXL will contact the Drop-shipper to arrange the return of the correct product or refund. Failure to cooperate will result in the termination of the Agreement and potential compensation for losses incurred by vidaXL.
10.5 Sanctions and export controls. The Drop-shipper warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees): (a) observe and comply with all Sanctions and Export Controls; (b) not sell, transfer, export, re-export, or forward the Goods to any individual, entity or jurisdiction subject to Sanctions and Export Controls; (c) The Drop-shipper shall not cause the items purchased being sold to or used by any person or entity in countries which are under International Trade Restrictions, Sanctions or Embargo such as Iran, Sudan, Syria, etc. The Drop-shipper shall keep vidaXL and its associates completely indemnified against any liability or legal procedures for non-compliance or breach in this respect.
ARTICLE 11 – LIMITATION OF LIABILITY AND DEFECTIVE PRODUCTS
11.1 Limitation of Liability
11.1.1 The aggregate, cumulative liability of vidaXL for any damages or losses shall be limited to the purchase price of the product.
11.1.2 vidaXL shall not be liable to the Drop-shipper for any indirect, incidental, special, consequential or exemplary damages arising or in connection with this terms and conditions, including loss of profits or lost revenues, business interruption or loss of business information, impairment of other goods or otherwise, even if it has been advised of the possibility of such damages.
11.1.3 The marketing, distribution and sale of the Products does not, to vidaXL’s knowledge, infringe any rights of third parties. In the event of such infringement, vidaXL shall not be liable for any claim with regard to such infringement.
11.1.4 The above limitation of liability will not apply in the event damages caused to the Drop-shipper by vidaXL’s willful misconduct or gross negligence attributable to vidaXL.
11.2 Producer’s responsibility for defective products
11.2.1 Notwithstanding the foregoing, and only to the extent required by law, vidaXL will take responsibility for any damages caused by its products to the End-customers’ property and/or any suffered injury or death caused by the product’s defects.
11.2.2 In this event, vidaXL reserves the right to get in direct contact with the End-customer if deemed necessary.
11.3 Recalls
11.3.1 In the event that vidaXL determines that an event, incident or circumstance has occurred which may result in the need for a recall or other removal of a product or products from the market, vidaXL will advise the Drop-shipper with respect thereto and expect the Drop-shipper to take appropriate measures in this regard (ex: contact the customers concerned, remove the product from its range on sale, etc.).
11.3.2 vidaXL shall make the final determination to recall or otherwise remove the concerned products form the market.
11.3.3 vidaXL reserves the right to contact the End-customers of the Drop-shipper directly in the event of a recall.
ARTICLE 12 – CONFIDENTIALITY
12.1 Definition of Confidential Information. Confidential information includes information marked as such by vidaXL and any information the Drop-shipper should reasonably recognize as confidential. B2B prices are also considered Confidential Information.
12.2 Handling Confidential Information.
Drop-shipper shall not use Confidential Information other than to perform its obligations under this Terms and Conditions (Purpose).
Drop-shipper shall use Confidential Information only to fulfill its obligations under these Terms and Conditions (Purpose). Drop-shipper shall maintain vidaXL’s Confidential Information confidential. Disclosure of Confidential Information is limited to employees and contractors under direct supervision and control of the Drop-shipper and having:
a) a need to know that information to accomplish the Purpose, and
agreed in writing to similar non-disclosure obligations at least as restrictive as those in this Terms and Conditions. Drop-shipper shall protect vidaXL’s Confidential Information with at least the same degree of care used to protect their own Confidential Information using no less than a reasonable standard of care.
12.3 Exclusion. Drop-shipper shall not be liable for disclosure of any Confidential Information if the same:
was already known through lawful means by Drop-shipper without an obligation of confidentiality before disclosure under this Terms and Conditions as evidenced by written records predating the disclosure
is readily accessible to the public on or after the date of disclosure other than through Recipient’s breach of this Terms and Conditions
was rightfully received by Drop-shipper without restriction on disclosure from a third party entitled to make such a disclosure (except that this exception applies only after Recipient receives the information from the third party)
is approved for release or disclosure by written authorization of the vidaXL or disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
12.4 Ownership and rights. vidaXL retains full ownership of the disclosed information. No licenses or rights, express or implied, are granted under these Terms and Conditions except for the limited right to use Confidential Information to fulfill obligations.
12.5 Penalties for Breach. If the Drop-shipper fails to fulfil its obligations under this confidentiality clause, it forfeits an immediately payable penalty of €500 per breach and €100 for each day that such breach continues, without prejudice to the other Party’s right to claim specific performance and/or damages and without prejudice to the other rights that the other party may have by virtue of law or this Agreement.
ARTICLE 13 – INTELLECTUAL PROPERTY AND MARKETING MATERIAL
13.1 Intellectual Property Protection. The content on vidaXL’s website, including by not limited to, images, website layout, text and trademarks, is protected by Intellectual Property Rights.
13.2 Rights granted to Drop-shipper. Under these Terms and Conditions, the Drop-shipper is granted a non-exclusive, limited and non-sublicensable right to use Product Imagery in order to sell vidaXL products. After creating an account, the Drop-shipper will be directed to the appropriate URL link for images of each product. Under no circumstances is the Drop-shipper allowed to file and/or register a trademark or domain name containing the element “vida” and/or “vidaXL” or similar elements or logos.
13.3 Penalties for infringement. Any infringement of clause 13.1 will result in a penalty of €10.000 (ten thousand euros) payable to vidaXL. Infringements include, but are not limited to, misuse of the content or making nonpublic content available to third parties.
13.4 Use of EAN and GTIN codes. When using vidaXL's EAN (European Article Number) and GTIN (Global Trade Item Number) codes to list products on online marketplaces, the Drop-shipper must accurately indicate vidaXL as the product's brand/supplier and most not present their own brand as the manufacturer.
13.5 AImage use. All vidaXL images are freely available for use on the Drop-shipper’s website. Upon acceptable of their account, the Drop-shipper will be directed to the appropriate URL links for product images.
ARTICLE 14 – PERSONAL DATA
14.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection laws.
14.2 Data Controllers. Both vidaXL and the Drop-shipper determine their own purposes and means for processing personal data and thus qualify as data controllers under the EU General Data Protection Regulation (GDPR).
Security Measures. Parties will implement appropriate technical and organizational measures to ensure the security of the data, safeguarding it against accidental or unlawful destruction, alteration, loss, unauthorized access, disclosure or any (other) unlawful forms of processing, including restricted access and use of the Data. In any event these measures shall meet the obligations with regard to availability, reliability and security as set out in Article 32 of the GDPR. vidaXL will not be liable for unauthorized access to the information supplied by the Drop-shipper except in the event of vidaXL’s negligence.
ARTICLE 15 – TERM, TERMINATION CONSEQUENCES OF TERMINATION AND SURVIVAL
15.1 Term. This Agreement is entered into on the date of creation of the Drop-shipper’s account and shall continue for an indefinite period until terminated by either party pursuant to Article 15.2 or by vidaXL pursuant to article 15.3.
15.2 Termination for convenience
15.2.1 Except where otherwise provided by law and without prejudice to article 15.5, either party may terminate this Agreement at any time without prior notice and with immediate effect.
15.2.2 In the event that the Drop-shipper would like to end cooperation with vidaXL and was not able to place an order within the first 30-days of his membership, he will be entitled, upon request, to a refund of his first monthly subscription fee. vidaXL will not refund subscription fees outside these terms.
15.3 Termination for cause.
15.3.1 If the Drop-shipper materially defaults (including but not limited to the willful, material and wrongful disclosure of Confidential Information) in the performance of any of its duties or obligations under this Agreement, vidaXL reserves the right, among other things, to immediately and temporarily suspend the Drop-shipper’s account, withhold any payments due to the Drop-shipper and block access to its wallet. Situations which may result in such temporary suspension include, but are not limited to:
Breach of any clauses stemming from this Agreement;
Suspicion of fraud, willful misconduct or gross negligence including but not limited to: selling non-genuine vidaXL products, intentional failure to deliver, order diverting, etc.;
Directing its customers directly to vidaXL’s customer service;
Engage in illegal activity;
Infringement of intellectual property of vidaXL or third parties;
Bankruptcy of the Drop-shipper or equivalent situations;
Lack of professionalism of the Drop-shipper towards its Customers or vidaXL agents;
Failure to provide the requested level of customer service (Redirecting customers directly to vidaXL, bad reviews of the Drop-shipper, etc.)
15.3.2 Where the Drop-shipper’s default referred to in article 15.3.1 is not substantially cured within thirty (30) days after written notice is given to the Drop-shipper, or with respect to those defaults which cannot reasonably be cured within (30) days, if the Drop-shipper fails, within thirty (30) days, to cure the default, vidaXL may, by giving written notice of termination to the Drop-shipper, terminate this Agreement as of a date specified in the notice of termination (the “Termination Date”) such Termination Date being subsequent to the date of the notice of termination.
15.3.3 Where reasonable and proportional to safeguard vidaXL’s interests, vidaXL reserves the right to temporarily suspend any of its obligation under the present Agreement in the event of suspension or termination of the Drop-shipper’s account as described in articles 15.3.1 and 15.3.2.
15.3.4 vidaXL reserves the right to use any amounts of money still available in the Drop-shipper's wallet past the Termination Date to off-set any outstanding debt. Any remaining funds will be transferred to the Drop-shipper upon written request within ninety (90) days following the Termination Date.
15.3.5 The Drop-shipper may, at its own discretion, decide to appeal the decision, taken by vidaXL on the basis of article 15.3, to permanently terminate cooperation with the Drop-shipper. To do so, the Drop-shipper shall contact vidaXL’s B2B Support Team within 90 days from the Termination Date.
15.4. Consequences of termination (temporary or permanent).
15.4.1 Any termination of this Agreement for any reason shall be without prejudice to any rights or remedies a party may be entitled to at law or under this Agreement and shall not affect any accrued rights or liabilities of either party.
15.4.2 Any obligations of the Drop-shipper arising from the contractual relationship between the Drop-shipper and its End-Customers will not be terminated by the suspension or permanent termination of the Drop-shipper’s account.
15.4.3 In the event of termination of this Agreement, any obligation of vidaXL regarding after-sales services will survive, from the Termination Date, for the statutory warranty period applicable to specific situations.
15.5 Survival. The following articles shall survive termination of this Agreement for the duration required by law: articles 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21.
ARTICLE 16 – MISCELLANEOUS
16.1 Variation. vidaXL reserves the right to amend the Terms and Conditions without prior notice to the Drop-shipper.
16.2 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.
16.3 Force majeure. Neither Party shall be liable for breach of contract or failure to perform due to circumstances beyond their reasonable control.
16.4 Independence. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture, or agency relationship between the parties hereto or constitute or be deemed to demonstrate that either party is or has become the agent of the other for any purpose whatsoever.
16.5 Assignment. The Drop-shipper may not assign this Agreement or any of its rights or obligations without vidaXL’s prior consent. vidaXL may delegate, assign, sell novate or subcontract in part of in whole its obligations and rights (including receivables) under any agreement to any of its affiliate or any third party without the Drop-shipper’s consent.
ARTICLE 17 – GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
17.1 These Terms and Conditions are governed by the laws of the Netherlands excluding the UN Convention on International Sale of Goods (CISG).
17.2 Disputes may be submitted exclusively to the court of Oost-Brabant, location ‘s-Hertogenbosch, the Netherlands, unless mandatory jurisdiction rules apply. Disputes may also be resolved through binding advice or arbitration.
