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, located at C/O Tmf Group, 20 Farringdon Street, (EC4A 4AB) London, operating in United Kingdom under VAT number: GB137229219, and registered under number 07772128, trading in United Kingdom;
• VIDAXL MARKETPLACE E-TİCARET LİMİTED ŞİRKETİ, located at Huzur mah. Maslak Ayazaga cad. No: 4 B Uniq. Sariyer / Istanbul / Turkey, operating in Turkey under VAT number 9250979592 and registered under number 306015-5 trading in Turkey.
• ТОВАРИСТВО З ОБМЕЖЕНОЮ ВІДПОВІДАЛЬНІСТЮ відаХЛ, located at Yaroslavska str. 39G, Kyiv, 04071, Ukraine, operating in Ukraine under VAT number 443143426560 and registered under number 44314348, trading in Ukraine.
• vidaXL ehf, Smáratorgi 3, 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.

(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, SCOPE AND TERM 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, SUSPENSION, TERMINATION AND CONSEQUENCES OF TERMINATION

ARTICLE 16 – VARIATION

ARTICLE 17 – SEVERABILITY

ARTICLE 18 – FORCE MAJEURE

ARTICLE 19 – INDEPENDENCE

ARTICLE 20 – ASSIGNMENT

ARTICLE 21 – GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

ARTICLE 1 – DEFINITIONS

In these Terms and Conditions:

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.

Agreement means these Terms and Conditions and any other documents which shall be deemed part thereof as agreed upon between the parties;

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;

End-customers means the individuals who purchase products from the Drop-shipper and are considered as end users for the purpose of the present;

Feed means a data format used by vidaXL to store the price, stock and product content used to provide the Drop-shipper with regular updates;

Wallet means the Drop-shipper’s B2B account with which that can pay and receive payment;

vidaXL’s Drop-shipping service means the use of the website dropshippingxl.com on which all necessary information may be found (hereinafter referred to as the “Service”).

ARTICLE 2 – OBJECT, SCOPE AND TERM OF THE AGREEMENT

2.1 The Drop-shipper wishes to sell and promote the products offered by vidaXL for the purposes of the Service to its own End-customers. vidaXL will not be party to any contract concluded between the Drop-shipper and its End-customers.

2.2. The Agreement shall govern the relationship, obligations and rights of vidaXL and Drop-shippers as defined below.

2.3 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 on which all necessary information may be made available. The present conditions shall prevail over any other documents and apply to all products supplied by vidaXL in the framework of its Drop-shipping activity.

ARTICLE 3 – ACCOUNT CREATION AND FEES

3.1 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 In order to ensure the accuracy and authenticity of the provided banking details, vidaXL requires 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 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 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 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 The Service is purely a business-to-business program. Any account created for personal use will be terminated immediately.

3.7 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 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 where no orders have yet been placed, will be denied any access to his Drop-shipper account.

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]

4.2 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. Any refund will be made to the wallet of the Drop-shipper.

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 drop shipper 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 Payments for orders can be made via PayPal, bank transfer, credit card or using the wallet functionality. vidaXL shall not be accountable to offer all of the abovementioned means of payment in each country in which the Service is offered and reserves the right to limit the payment solutions offered. It is required that orders are paid in full before vidaXL dispatches them. The Drop-shipper represents and acknowledges that orders will not be accepted until paid entirely.

6.2 The Drop-shipper can choose to use of 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 shortcoming, risks, direct or indirect losses of profit caused by this feature.

ARTICLE 7 – ORDER CANCELLATIONS/CHANGES

7.1 For purposes of cancelation or change of an order, the Drop-shipper shall contact vidaXL via [email protected] or Chat.

7.2 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 The available shipping methods will be offered to the Drop-shipper in the checkout process. vidaXL will use reasonable efforts to dispatch the items within 2 working days following receipt of the full payment, unless otherwise agreed between the parties. The shipment tracking number and notification will be sent to the Drop-shipper once the products are dispatched.

8.2 The delivery time of the products shall be indicated in the product feed provided by vidaXL. The specified delivery times must be interpreted as a duty of reasonable effort and are deemed to have been approximated. vidaXL cannot be held responsible for any delays in delivery caused by freight companies or intermediaries used.

8.3 vidaXL cannot be held responsible for items that do not arrive to the customer due to errors made by the customer or by the Drop-shipper when entering the 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 that there is someone to receive the package.

8.4 If packages are sent back 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 at a place of work are considered received once they arrive at the address. It is the customer’s responsibility to ensure the item is safely received.

8.5 The customer is responsible for the order once the package arrives at the supplied delivery address. vidaXL cannot be held responsible if the package goes missing once delivered. If any items are received damaged, the customer must notify the drop shipper within 48 hours of receiving them. vidaXL must then be notified within 72 hours after the expected delivery time. If any items are received faulty the drop shipper must notify vidaXL within 14 days of receiving them. Please see the returns procedure in article 9 for more details.

8.6 In the event of items shipped to an address other than the Drop-shipper, vidaXL has no contract between the receiver of these goods (the customer) and vidaXL. In this case, vidaXL cannot mediate any aspect of the sale between the Drop-shipper and the customer of the items shipped.

ARTICLE 9 – RETURN PROCEDURE AND GUARANTEES

9.1 Right of withdrawal

9.1.1 Except for Turkey, Ukraine, Iceland and United Arab Emirates where the right to review is 14 days from receipt, an End-customer can review any item for 30 days starting from the moment the item is delivered at the address stated in the order details. If the customer decides to return the 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 credited back to the Drop-shipper’s wallet within 7 days after vidaXL receives the refunded 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 or any legal issue which may arise between the drop shipper and the 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.).

9.1.2 If the Drop-shipper is unable to comply with 9.1.1., the Drop-shipper may ask vidaXL to organize the return directly from the End-customer under the same conditions applied by vidaXL to its own customers. Any costs that would be charged to vidaXL’s customers on its local websites will also be charged to the Drop-shipper. The Drop-shipper will be required to provide the customer’s phone number, address for collection and, eventually, an email address to vidaXL, which information will solely be used to organize the requested return.

9.1.3 If the Drop-shipper has an unusual and inexplicable high percentage of returns compared to average return rates within vidaXL, vidaXL reserves the right to deny further return services to the Drop-shipper, increase prices, reduce the offered cooling-off period to End-customers or exclude the Drop-shipper from its drop-shipping 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 Drop-shipper acknowledges that the maximum refund vidaXL will offer will be limited to the product price and shall not cover any additional costs such as shipping except under certain circumstances and as agreed 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, these 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 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 Drop-shipper is responsible to control the refund from the end-customers. In case the Drop-shipper is abusing the refund policy, vidaXL has the right to terminate or suspend the Drop-shipper’s account.

9.4 Customer Service

9.4.1 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.

9.4.2 The Drop-shipper is required to provide (correct) contact information to its customers to allow them to ask questions about an item or an 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 will be required to remedy this situation within 2 days by providing correct and up to date contact information. If the Drop-shipper fails to provide this information, vidaXL reserves the right to suspend the account in accordance with article 15 of the present.

ARTICLE 10 – OBLIGATION OF THE DROPSHIPPER

10.1 vidaXL not being part of the contract of sale concluded between the Drop-shipper and the End-customer, it is the Drop-shipper’s responsibility to make sure that any legal issue which may arise between the Drop-shipper and the End-customer is applicable to an own set of terms & conditions used by the Drop-shipper when selling items using the Service. vidaXL will not accept any responsibility for legal issues that may arise as a result of the absence of any terms & conditions, or any other legal document required by law or otherwise between the Drop-shipper and its customer.

10.2 The Drop-shipper is required to offer a level of service to his customers similar or higher than vidaXL offers to its own customers and cannot refer its end-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 The Drop-shipper shall comply with any applicable laws and registration requirements from the countries where he places the product on the market. Any costs or fees incurred from compliance with applicable laws or mandatory registration will be solely borne by the Drop-shipper. In no event shall vidaXL be held liable for any non-compliance of the Drop-shipper with its obligations.

10.4 The Drop-shipper warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees shall): (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 Confidential information is information marked as Confidential Information by vidaXL but also includes information of which the Drop-shipper should have known that it concerns Confidential Information. The B2B prices of the products and services are also Confidential Information.

12.2 We request the Drop-shipper to correctly handle correctly confidential information:

• Drop-shipper shall not use Confidential Information other than to perform its obligations under this Terms and Conditions (Purpose).
• Drop-shipper shall keep VidaXL’s Confidential Information in strict confidence.
• Drop-shipper shall only disclose Confidential Information to its employees (including its temporary workers provided by a staffing agency and independent contractors that are under Drop-shipper’s direct supervision and control) having

a) a need to know that information to accomplish the Purpose, and

b) agreed in writing to 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 Drop-shipper uses to protect its own Confidential Information of like importance, but never using less than a reasonable standard of care.

12.3 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 vidaXL retains full ownership of the disclosed information. Except for Drop-shipper’s limited right to use Confidential Information as set forth in this Terms and Conditions, no license or rights, either express or implied, are granted under this Terms and Conditions.

12.5 In case a Drop-shipper fails to meet its obligations as described in article 13, Drop-shipper shall immediately and without judicial interference forfeit to the Discloser an immediately payable penalty of € 500 per violation of her obligation of confidentiality. This penalty will increase with € 100 for each day that such breach remains unremedied, entirely without prejudice to the Discloser’s right to demand compensation for losses and damages VidaXL has actually incurred or will incur in addition to all other rights and remedies available at law or in equity.

ARTICLE 13 – INTELLECTUAL PROPERTY AND MARKETING MATERIAL

13.1 The content displayed on vidaXL’s website is protected by Intellectual Property Rights which include, amongst other things, pictures, layout of the website, texts and trademarks.

13.2 In the framework of the present terms and conditions, the Drop-shipper is granted a non-exclusive, limited and non-sublicensable right to use the photos, texts and trademarks present on the vidaXL website in order to sell vidaXL products. Once the account is created, the Drop-shipper will be redirected to the appropriate URL link for images of each product.

13.3 Any infringement of clause 13.1 would give rise to a liability on the part of the Drop-shipper resulting in a penalty of €10.000 (ten thousand euros) to be paid to vidaXL. Such infringement may include but are not limited to, misuse of the content or making nonpublic content available to third parties.

13.4 All vidaXL images are freely available for use on the drop shipper’s website. Once the Drop-shipper applies for an account and is accepted the Drop-shipper will be directed to the appropriate URL links for the images of each product.

ARTICLE 14 – PERSONAL DATA

14.1 Each Party shall comply with all applicable data protection laws.

14.2 In relation to any processing of the personal data, both vidaXL and Drop-shipper determine their own purposes and means for the processing of the Data. Therefore, both vidaXL and Drop-shipper qualify as data controllers within the meaning of the EU General Data Protection Regulation.  

14.3 Parties will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks in order to safeguard the Data against accidental or unlawful destruction, alteration, loss, access, unauthorized 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. Unless vidaXL is negligent vidaXL will not be liable for unauthorized access to the information supplied by the Drop-shipper.

ARTICLE 15 – TERM, SUSPENSION, TERMINATION AND CONSEQUENCES OF TERMINATION

15.1 This Agreement is entered into on the date of creation of the Drop-shipper’s account.

15.2 vidaXL reserves the right, without notice, to temporarily suspend the Drop-shipper’s account, withhold any payments to the Drop-shipper and block access to its wallet, in certain situations including but not limited to:

• Cases of violation of any clauses in the 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 vidaXL will inform the Drop-shipper in writing of the suspension of his account and the reason for this suspension. The Drop-shipper will be granted 30 days to remedy this situation. If the situation remains unchanged after 30 days, vidaXL reserves the right to permanently suspend the Drop-shipper’s account. vidaXL will use the money still available in the Drop-shipper’s wallet to off-set any outstanding debt. The remaining money will be transferred to the Drop-shipper ninety (90) days following the permanent account suspension.

15.4 The Drop-shipper will be able to appeal the permanent suspension by contacting our B2B Support Team.

15.5 Any termination of this Agreement for any reason shall be without prejudice to any other 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.

15.6 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.

15.7 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, upon request he is entitled to a refund of his first month’s subscription fee. vidaXL will not refund subscription fees outside these terms.

ARTICLE 16 – VARIATION

16.1 vidaXL reserves the right to amend the Terms and Conditions from time to time without prior notice to the Drop-shipper.

ARTICLE 17 – SEVERABILITY

17.1 If any court or competent authority finds that any clause of this Agreement (or part of any provision) is invalid, illegal or unenforceable, the enforceability of any other clause or provision of this agreement shall not be affected.

ARTICLE 18 – FORCE MAJEURE

18.1 Neither Party shall be held liable in the event of breach of contract or failure to perform which would have arisen from a situation beyond any of the party’s reasonable control.

ARTICLE 19 – INDEPENDENCE

19.1 Nothing in this agreement shall constitute or be deemed to constitute a partnership or joint venture 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.

ARTICLE 20 – ASSIGNMENT

20.1 Drop-shipper may not assign this agreement, or any of its rights or obligations thereunder, without the prior consent of vidaXL.

20.2 vidaXL may delegate, assign, sell, novate or subcontract in part or in whole its obligations and rights (including receivables) under any agreement to any of its affiliates or any third party without the prior consent of the Drop-shipper.

ARTICLE 21 – GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

21.1 These Terms and Conditions are exclusively governed by the laws of the Netherlands, with the exclusion of the UN Convention on the International Sale of goods (CISG).  

21.2 Any disputes that might arise from the contract and cannot be settled amicably, may exclusively be submitted to the court of Oost-Brabant, location ‘s-Hertogenbosch, The Netherlands. This is subject to the extent that mandatory rules of jurisdiction limit this choice. vidaXL and Drop-shipper may settle their disputes by means of binding advice or arbitration.