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General terms and conditions Dropshipping at Babywoods.nl

1. Definitions

1.1 In these terms and conditions, the following terms shall have the following meanings:

Purchaser: the purchaser of Products, not being a consumer or end user;
Datafeed: database based on XML or CSV, by Seller containing the Product Information for all Products that Seller has available for sale; (only if a link is available). )
Dropshipping: the process by which Seller provides Customer with the opportunity to offer to and ship to Customer Products that are owned and held in stock by Seller. Customers may order these Products from Customer at a sales price to be determined by Customer, after which Customer purchases these Products directly from Seller via an automated or manual process and Seller dispatches the Products to Customers on order and at Customer's expense and risk, all this without Customers seeing that the Products originate from Seller;
Dropship Website: the Seller's website on which Customer can manually place, change and cancel orders. The status of an order can also be viewed here;
Customer: any natural or legal person ordering a Product from Customer;
Customer Service:Seller's Customer Service, available at 06-44 000 528 and info@babywoods.nl
Order: The order placed by the Customer with the Seller for one or more Products 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 relating to the purchase and sale of Products;
Package note: a receipt stating the product(s) delivered.
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 article numbers, generic names of Products, brand names, product descriptions and product photos, recommended prices of Products and stock information;
Seller:Babywoods. en
Conditions: these general dropship conditions;
Website: https://babywoods.nl

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

2. Applicability

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

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

2. 3 If any provision of these Terms and Conditions is null and void or annulled, the other provisions of these Terms and Conditions shall remain in full force and Seller and Buyer shall consult with each other in order to agree new provisions to replace the null and void respectively annulled provisions, whereby the purpose and purport of the null and void respectively annulled provision shall be observed as much as possible.

2.4 Seller is at all times entitled to amend these Terms and Conditions. The most recent version of the Conditions is always applicable. Such an amendment shall take effect fourteen (14) days after the date on which the amended Terms and Conditions are sent to the Buyer. If the Customer objects to the amendment in writing within these fourteen (14) days, the original Terms and Conditions will continue to apply in respect of the Customer.

3. Offers, orders, conclusion of agreement, forecast

3.1 All offers and quotations by Seller are entirely without obligation and not binding, unless explicitly stated otherwise.

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

3.3 Buyer warrants the accuracy and completeness of the information on which Seller bases its offer or quotation.

3.4 Seller cannot reasonably be held liable for manifest errors and/or writing errors in offers, quotations and Agreements. If the price quoted by Seller is incorrect and deviates by more than 10% from the intended price, Seller may dissolve the Agreement, after which the amount already paid by Buyer will be refunded by Seller. In the event of dissolution of the Agreement pursuant to the above, Seller shall in no way be liable for any damage resulting from such dissolution.

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

3.6 After Clients have ordered a Product from Buyer, Buyer places an Order manually or automatically through the website Service, on the basis of which Seller, after having accepted the Order, dispatches the product purchased by Client to Client on behalf of Buyer.

3. 7 Seller is at all times entitled to (partially) refuse an Order, without being liable to Buyer, if:

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

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

3.9 A purchase agreement shall only be concluded between Seller and Buyer after an Order has been confirmed by Seller by means of the notification 'status sent' that the Product is ready for shipment and Seller has thereby accepted the Order.

3. 10 The Seller shall at all times be 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 unavailable.

3.11 Upon Seller's request, Buyer shall provide Seller within seven (7) days with a forecast of the number of expected Orders, specified per Product, within a period of 3 subsequent months.

4. Execution

4.1 Seller shall use its best efforts to execute the Agreement with due care, where appropriate in accordance with the arrangements and procedures laid down in writing with Buyer. All activities of Seller shall be performed on the basis of an obligation to perform to the best of its ability, unless and insofar as Seller has expressly promised a result in the written Order and the result concerned has also been described with sufficient certainty.

4.2 Seller reserves the right at all times to engage third parties for the work, if the proper performance of the work so requires. The applicability of article 7:404 of the Civil Code is expressly excluded.

4.3 Seller will carefully select any third parties and only engage them if necessary. Seller shall not be liable for any damage caused by the third party.

5. Prices/Payments

5.1 Unless expressly agreed otherwise, all payments must be made in advance. Seller will execute the Agreement after it has received payment. Subsequent payment is only possible after a request to that effect by the Buyer and approval by Seller.

5. 2 Seller shall at all times be entitled, irrespective of any previously made payment arrangements, to demand full or partial payment or substitute security in respect of the delivery of Products at a time and in a manner of Seller's free choice, as well as to suspend all its obligations under the Agreement until it has received payment or substitute security, without being liable for any damage.

5.3 All prices of the Products shall be in euros, unless otherwise indicated. 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 levies. These costs are at the expense of the Customer.

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

5.5 If by any government measure costprice-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 Seller is increased, Seller is entitled to pass on these costs to Client, even if it has been agreed that the price will be fixed. Seller shall immediately inform Client of this.

5.6 If Client fails to fulfil any obligation, Client shall immediately be in default, as well as owe interest of 1.25% per month on the outstanding amount, without any summons or notice of default being required. The Buyer shall owe the Seller the costs, both judicially and extrajudicially, relating to the collection of all that 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 five euro).

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

6. Delivery and transport

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

6.2 The Products are sent by parcel post to the specified delivery address of Customer, whereby Customer must sign for receipt. 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 Customer from his payment obligations to Seller.

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

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

6.5 If not all the Products ordered are in stock, Seller shall be entitled to make partial deliveries and charge partial shipping costs. Seller shall inform Buyer as soon as possible.

6.6 If Client is absent during delivery of Product and the Product is not collected from the post office or other designated official collection location, the Product shall be returned to Seller. Seller will inform Buyer of the return shipment. The Customer must then contact the Seller himself. Any costs for returning the Product will then be charged to Buyer. The Seller may then, at its own discretion:

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

6.6 The risk of damage to and loss of the Products shall pass to the Customer immediately after the Products have been handed over to the carrier, the same shall apply to returns, damage or loss to the Customer.

6.7 Packages 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. Parcels are sent by a carrier of XLSupply B.V.'s choice. Outside these countries deliveries to other countries can be discussed.

7. Warranty and right of return

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

7.2 Customer maintains contact with Customer in case of return. Buyer shall never refer a Client to Seller in the event of a return.

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

8. Retention of title and security rights

8.1 The ownership of the Products shall remain in full with the Seller until the Buyer has fulfilled his payment obligations.

8. 2 The Buyer shall not be entitled to sell, rent out, dispose of, pledge or encumber in any way or give in use the Products delivered under retention of title before the full ownership of the Products has been transferred to the Buyer.

8.3 Until the moment of transfer of ownership, the Buyer shall be obliged to take all reasonably possible measures to protect the Products against damage. If third parties seize (or threaten to seize) the goods delivered under retention of title or wish to lay claim to or assert rights in respect of them, the Buyer shall be obliged to inform the Seller of this immediately.

8. 4 In the event that the Seller wishes to exercise its property rights referred to in this Article, the Buyer hereby unconditionally and irrevocably authorises the Seller or third parties to be appointed by the Seller to enter all those places where the Seller's property is located and to take back those goods.

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

9. Liability

9.1 Seller's liability for indirect damage, including consequential damage, loss of profit, missed savings, loss of files and/or data, claims of third parties against the Buyer and damage due to business stagnation and vacancy is excluded at all times.

9.2 Seller's liability on account of attributable failure to perform the Agreement is limited to compensation of direct damage up to a maximum of the amount of the price paid on the basis of the Agreement, unless the insurance pays a higher amount.

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

9.4 Seller will only be liable if Buyer notifies Seller of the damage in writing within 30 days after the damage has occurred.

10. Force majeure

10.1 Seller is not obliged to fulfil its obligations under the Agreement if it is unable to fulfil its obligations as a result of circumstances beyond its control (force majeure).

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, disruptions in the supply of energy.

11. Premature termination

11. 1 Seller is entitled, without prior notice of default and without being liable in any way for damages or costs, and without waiving any other right, to suspend its obligations or to (partially) terminate or prematurely terminate the Agreement if:
a) the Customer fails to fulfil its (payment) obligations;
b) there is a (threatened) bankruptcy of the Customer;
c) the Customer has applied for or intends to apply for suspension of payments;
d) the Customer can no longer freely dispose of (liquid) funds through, for example, seizure;
e) the Customer is dissolved or has the intention to dissolve;
f) ownership of the Customer is transferred to a third party or the third party has acquired any control;
g) circumstances arise of such a nature that fulfilment of the obligations by Seller cannot reasonably be demanded.

11.2 If the aforementioned cases occur, Seller's claims against Buyer shall be immediately due and payable in full.

12. Property rights

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

12.2 Seller reserves all intellectual property rights pursuant to the Copyright Act or other legislation.

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

13. Buyer's data, privacy and confidentiality

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

13.2 Buyer shall indemnify Seller against claims by persons whose personal data have been registered or are processed in the context of the execution of the Orders, or against claims by third parties, whether or not on account of damages, fines, settlements, criminal transaction proposals or otherwise, and shall compensate Seller in full.

13. 3 The Seller shall be entitled to provide the Buyer's (personal) data to third parties if:
a) this is necessary for the fulfilment of the obligations under the Agreement;
b) the Seller takes (collection) measures by third parties against the Buyer;
c) the Seller wishes to have a credit report drawn up;
d) the Seller is obliged to do so pursuant to the law or regulations.

13.4 The Seller and the Buyer mutually undertake to observe confidentiality in respect of all information and data 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 Seller's prior written consent. The Buyer gives the Seller the right in advance to transfer all or part of the rights ensuing from the Agreements to third parties.

15. Applicable law and disputes

15.1 These Terms and Conditions and all Agreements and arrangements ensuing therefrom between Seller and Buyer shall be governed by Dutch law.

15.2 Disputes shall be submitted exclusively to the competent court of the district of Amsterdam.

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

The applicability of the Vienna Sales Convention is expressly excluded.