Dropshipping Terms and Conditions

Terms and Conditions Dropshipping at Babywoods.nl

1. Definitions

1.1 In these general terms and conditions, the following terms have the following meaning:


Customer: the buyer of Products, not being a consumer or end user;
Data feed: data file based on XML or CSV, by the Seller containing the Product information for all Products that the Seller has available for sale; (only if a link is available.)
Dropshipping: the process whereby the Seller offers the Buyer the opportunity to offer and ship Products that belong to and are held in stock by the Seller to the Customers. The Customers can order these Products from the Customer at a sales price to be determined by the Customer, after which the Customer purchases these Products directly from the Seller via an automated or manual process and the Seller sends the Products to the Customers on behalf and at the expense and risk of the Customer, one and other without the Customers seeing that the Products come from the Seller;
Dropship Website: the Seller's website on which the Buyer can manually place, change and cancel orders. The status of an order can also be viewed here;
Customer: any natural or legal person who orders a Product from the Customer;
Customer service: Customer service of the Seller, available at 06-44 000 528 and info@babywoods.nl
Order: the order placed by the Customer for one or more Products with the Seller, as a result of an order from a Customer;
Agreement: all agreements on the basis of Dropshipping between the Customer and the Seller, including all changes and additions thereto with regard to the purchase and sale of Products;
Packing slip: a receipt stating the product (s) delivered. This voucher does not contain any other characteristics of the Seller;
Parties: Customer and Seller;
Products: all products offered by the Seller on the basis of Dropshipping. All products are offered by Babywoods.nl
Product information: all available information about the Products, including but not limited to item numbers, generic names of Products, brand names, product descriptions and product photos, suggested retail prices of Products and stock information;
Seller: Babywoods.nl
Conditions: these general dropship conditions;
Website: https://babywoods.nl

All definitions have the same meaning in the singular and plural unless expressly stated otherwise.

2. Applicability

2.1 These Terms and Conditions apply to all quotations and offers from the Seller, as well as all Orders and Agreements and legal consequences arising from the above, unless the parties explicitly agree otherwise.

2.2 The applicability of (purchase) conditions of the Customer is expressly excluded.

2.3 If any provision of these Terms and Conditions is null and void or is nullified, the other provisions of these Terms and Conditions will remain in full force and the Seller and the Buyer will enter into consultation in order to agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and purport of the invalid or nullified provision may be taken into account.

2.4 The Seller is at all times entitled to adjust these Conditions. The most recent version of the Terms always applies. Any such change will take effect fourteen (14) days after the date on which the amended Terms are sent to the Buyer. If the Customer objects to the change in writing within these fourteen (14) days, the original Terms and Conditions will continue to apply to him.


3. Offers, orders, conclusion of agreement, forecast

3.1 All offers and quotations by the Seller are without obligation and non-binding, unless explicitly stated otherwise.

3.2 All offers and quotations remain valid for 30 days, unless explicitly stated otherwise.

3.3 The Buyer guarantees the correctness and completeness of the information on which the Seller bases its offer or quotation.

3.4 The Seller cannot reasonably be bound by obvious mistakes and / or clerical errors in offers, quotations and Agreements. If the price offered by the Seller is incorrect and deviates more than 10% from the intended price, the Seller may dissolve the Agreement, after which the amount already paid by the Buyer will be refunded by the Seller. In the event of termination of the Agreement on the basis of the above, the Seller is in no way liable for damage as a result of the termination.

3.5 All Orders must be placed in the manner prescribed by the Seller. The Customer must use standard protocols and prescribed ICT infrastructure in order to be able to communicate with (the servers) of the Seller.

3.6 After Customers have ordered a Product from the Customer, the Customer places an Order manually or automatically via the Service website, on the basis of which the Seller, after accepting the Order, sends the product purchased by the Customer to the Customer on the instructions of the Customer.

3.7 The Seller is at all times entitled to (partially) refuse an Order, without being liable to the Buyer, if:

a) The Buyer does not comply or the Seller has reason to believe that the Buyer will not meet its (payment) obligations;
b) A Product is no longer in stock;
c) There are other (reasonable) circumstances on the basis of which the Seller cannot be obliged to execute an Order.

3.8 If the Seller refuses an Order, it will notify the Buyer thereof within seven (7) days of receipt of the Order. If the Seller has not refused the order within seven (7) days of its receipt, it will in principle be deemed to have been accepted.

3.9 A purchase agreement will only be concluded between the Seller and the Customer after an Order when the Seller has confirmed by means of the 'status shipped' communication that the Product is ready for shipment and the Seller has thus accepted the Order.

3.10 The Seller is at all times entitled to (partially) refuse an order without further explanation and without being liable in any way for any damage, for example if the Seller has an indication or a suspicion that the Buyer will not comply with its payment obligations and / or the Products are not available.

3.11 Following a request from the Seller, the Buyer is obliged to provide the Seller with a forecast of the number of expected Orders, specified per product, within seven (7) days, within a period of 3 subsequent months.


4. Execution

4.1 The Seller will make every effort to execute the Agreement with due care, where appropriate in accordance with the agreements and procedures laid down in writing with the Buyer. All activities of the Seller are carried out on the basis of a best efforts obligation, unless and insofar as the Seller has explicitly promised a result in the written Order and the result concerned has also been described with sufficient certainty.

4.2 The seller reserves the right at all times to deploy third parties for the work, if a proper execution of the work requires this. The applicability of article 7: 404 of the Dutch Civil Code is expressly excluded in this respect.

4.3 The seller will carefully select any third parties and only engage them if necessary. The seller is not liable for any damage caused by the third party.


5. Prices / Payments

5.1 Unless explicitly agreed otherwise, all payments must be made in advance. The Seller will implement the Agreement after it has received payment. Payment afterwards is only possible after a request for this by the Buyer and approval by the Seller.

5.2 The Seller is at all times entitled, regardless of any previously made payment agreements, to demand full or partial payment or to demand replacement security with regard to the delivery of Products at a time and in a manner at the free choice of the Seller, as well as all its obligations under suspend the Agreement until it has received payment or replacement security, without being liable for any damage.

5.3 All prices of the Products are in euros, unless stated otherwise. Unless otherwise agreed, all prices are exclusive of VAT and other taxes and / or levies and are exclusive of transport costs, packaging costs, insurance costs, as well as export and import duties. These costs are for the account of the Customer.

5.4 The prices of the Products are (daily) subject to change. The prices to be paid by the Customer are the prices at the time that the Seller accepts an Order.

5.5 If by any government measure cost price increasing taxes, levies or import duties are introduced or changed, or after the conclusion of the Agreement government measures take place as a result of which the cost price of the services to be provided by the Seller is increased, the Seller is entitled to pass these costs on to the Client. even if it has been agreed that the price will be fixed. The Seller will immediately inform the Client of this.

5.6 If the Customer fails to comply with any obligation, the Customer is immediately in default, as well as interest at 1,25% per month on the outstanding amount, without any summons or notice of default being required. The Buyer owes the Seller the costs, both in and out of court, with regard to the collection of all that which the Buyer owes the Seller. The extrajudicial collection costs amount to 15% of the amount due with a minimum of EUR 250 (two hundred and fifty euros).

5.7 The seller is entitled to deduct payments first from the (extrajudicial) costs, then from the interest owed and then from the principal sum.


6. Delivery and transport

6.1 The Customer guarantees the correctness of the (address) data of the Customer and must immediately notify the Seller of any changes.

6.2 The Products are sent by parcel post to the specified delivery address of the Customer, where the Customer must sign before receipt. The seller keeps records and proof (track & trace) of what has been delivered by parcel post. The absence of a signature or dispute of receipt of a Product does not release the Buyer from its payment obligations towards the Seller.

6.3 The delivery times shown on the Dropship Website are current. Unless explicitly agreed otherwise in writing, all delivery dates are estimates only and no rights can be derived from them. The Seller will do its best to deliver the Products on the agreed date, but is not liable to the Buyer if the agreed term cannot be met as a result of causes that are reasonably beyond the Seller's control, such as delay due to transport (companies). ) or delivery times of the supplier of the Products. The seller is never liable for damage as a result of the delay.

6.4 If the Seller is unable to deliver the Products within 30 days of the agreed delivery date, the Buyer has the right, as sole means, to cancel the order. In order to be able to cancel an order, the Customer must send a letter or e-mail to this effect to the Seller. The cancellation is only valid if the cancellation is received by the Seller before the Seller has prepared the Products for shipment.

6.5 If not all ordered Products are in stock, the Seller is entitled to make partial deliveries and to charge partial shipping costs. The Seller will inform the Buyer of this as soon as possible.

6.6 If the Customer is absent during the delivery of the Product and the Product is also not collected at the post office or other specified official collection location, the Product will be returned to the Seller. The Seller will notify the Customer of the return shipment. The Customer must then contact the Customer himself about this. Any costs for returning the Product will then be charged to the Customer. Seller may then, at his own discretion:

(i) store the Products at the expense and risk of the Customer or 
(ii) sell the Products at the best price reasonably obtainable (after deduction of reasonable storage, insurance and selling costs), after which the Buyer will only be refunded the difference between the price obtained and the amount paid to the Seller, or
(iii) offer the Products for delivery again, whereby the additional costs will be borne by the Customer.

6.6 The risk of damage to and loss of the Products will immediately transfer to the Customer after the Products have been handed over to the carrier, the same applies in the case of return shipments, damage or loss is for the Customer.

6.7 Parcels may only be sent to addresses in the Netherlands and Belgium and Products may only be offered by the Customer to Dutch and Belgian Customers. Packages are sent by a carrier chosen by XLSupply BV. Deliveries to other countries outside these countries can be discussed.


7. Guarantee and right of return

7.1 If the Customer wishes to return or exchange a Product, the Customer must return this to the Customer. The Seller in turn only takes Products back from the Buyer if the package is damaged.

7.2 In the case of returns, the Customer maintains contact with the Customer. The Customer will never refer a Customer to the Seller in the event of a return.

7.3 If the Buyer has established that a Product returned to him is defective, the Buyer will contact the Seller about the handling thereof. After receipt of the Product, the Seller will assess whether the Product in question is defective. If the Seller judges that the Product is defective and this is due to a cause that is at the expense and risk of the Seller, the Seller will send a new Product to the customer. The transport costs for returning the defective Product and resending a new Product that are incurred for this purpose will be borne by the Seller. If the Seller is of the opinion that the defect in the Product is not for its account and risk, it will notify the Customer thereof and return the Product to the Customer at the expense, risk and expense of the Customer.

8. Retention of title and security rights

8.1 Ownership of the Products remains fully with the Seller until the Buyer has fully complied with its payment obligations.

8.2 The Customer is not entitled to sell, rent, alienate, pledge or in any way encumber or use the Products delivered subject to retention of title before full ownership of the Products has passed to the Customer.

8.3 Until the moment of transfer of ownership, the Customer is obliged to take all reasonably possible measures to protect the Products against damage. If third parties (threaten to) seize the goods delivered under retention of title or wish to impose or assert rights thereon, the Buyer is obliged to immediately notify the Seller thereof.

8.4 In the event that the Seller wishes to exercise its property rights referred to in this article, the Buyer gives unconditional and irrevocable permission to the Seller or third parties to be designated by the latter to enter all those places where the properties of the Seller are located and those items. to take back.

8.5 If the Seller is unable to exercise its property rights, the Buyer is liable for the damage suffered by the Seller.


9. Liability

9.1 The Seller's liability for indirect damage, including consequential damage, lost profit, lost savings, loss of files and / or data, third-party claims against the Customer and damage due to business interruption and idle time, is excluded at all times.

9.2 The liability of the Seller due to an attributable shortcoming in the performance of the Agreement is limited to compensation for direct damage up to a maximum of the amount of the price paid on the basis of the Agreement, unless the insurance pays out a higher amount.

9.3 A condition for the existence of any right to compensation is always that the Buyer gives the Seller written notice of default and gives the Seller a reasonable term to comply.

9.4 The Seller will only be liable if the Buyer notifies the Seller in writing of the damage within 30 days of the damage occurring.


10. Force majeure (Force majeure)

10.1 The Seller is not obliged to fulfill its obligations under the Agreement if it cannot comply as a result of circumstances beyond its control (force majeur).

10.2 Force majeure includes, but is not limited to, strikes, non-, incomplete and / or delayed delivery by suppliers, war and danger of war, terrorism, import and export bans, epidemics, traffic disruptions, loss or damage during transport, fire, theft, failures in the supply of energy.


11. Early termination

11.1 The Seller is entitled, without prior notice of default and without being liable in any way for damage or costs, and without waiving any other right, to suspend its obligations or to (partially) dissolve or prematurely terminate the Agreement if :
a) the Customer does not fulfill his (payment) obligations;
b) there is a (imminent) bankruptcy of the Customer;
c) the Customer has applied for or intends to apply for a moratorium on payments;
d) the Customer can no longer freely dispose of (liquid) means, for example due to seizure;
e) the Customer is dissolved or intends to dissolve;
f) ownership of the Buyer is transferred to a third party or the third party has obtained any control;
g) circumstances arise of such a nature that fulfillment of the obligations by the Seller cannot reasonably be required.

11.2 If the aforementioned cases occur, the claims of the Seller on the Buyer are immediately and fully due and payable.


12. Proprietary Rights

12.1 All designs, technical drawings, calculations, samples and the like with regard to the Products remain the property of the Seller at all times and may not be reproduced or transferred or given on loan to third parties without the express prior written consent of the Seller.

12.2 The Seller reserves all intellectual property rights under the Copyright Act or other legislation.

12.3 The Buyer guarantees that it will not infringe the intellectual property rights of the Seller or the suppliers of the Seller in relation to the Products.

13. Customer data, privacy and confidentiality

13.1 The Seller will only collect data from the Customer's Customers to the extent necessary for the execution of the Orders. To the extent permitted by law, the data will be used for the business operations of the Seller or its affiliated companies or third parties, and will not be stored longer than necessary for its business operations. The Buyer irrevocably gives the Seller permission for the use and storage of his (personal) data and guarantees that the Customers have also given permission for this.

13.2 The Buyer indemnifies the Seller against claims from persons whose personal data have been registered or are being processed in the context of the execution of the Orders, or against claims from third parties whether or not on account of compensation, fines, settlements, criminal transaction proposals or otherwise and states Seller is fully indemnified thereof.

13.3 The Seller is entitled to provide the (personal) data of the Customer to third parties if:
a) this is necessary for the fulfillment of the obligations under the Agreement;
b) Seller takes (collection) measures by third parties against the Buyer;
c) The seller wishes to have a credit report drawn up;
d) Seller is obliged to do so by law or regulation.

13.4 The Seller and the Customer mutually undertake to observe secrecy with regard to all information and data that they receive from each other in the context of the (performance of) the Agreement during the term of the Agreement and afterwards.

14. Other

14.1 The Buyer is not entitled to transfer any right arising from the Agreement to third parties without the prior written consent of the Seller. The Buyer gives the Seller the right in advance to transfer the rights arising from the Agreements in whole or in part to third parties.

15. Applicable law and disputes

15.1 These terms and conditions and all Agreements and agreements arising from them between the Seller and the Customer are governed by Dutch law.

15.2 Disputes will only be submitted to the competent court of the Amsterdam district.

15.3 The applicability of the Vienna Sales Convention is expressly excluded.