1. Introduction
These additional terms for Dropshipping (“Dropshipping Terms”) apply to any Retailer or Brand that makes use of Draply’s Dropshipping services as further described herein (“Dropshipping”), and shall integrally form part of the Terms.
2. Definitions & Interpretations
- “Dropshipped” and “Dropshipping” and “Dropshipping Service” means the service provided by Draply where Products are delivered directly from Brand to an End Customer on behalf of a Retailer.
- “Dropshipping User” means the retailer or the Brand who are using Draply for Dropshipping services.
- “End Customer” means an end customer of a Retailer to whom any Products are to be shipped by the Brand using Dropshipping.
- “Listing Price” means the price that Brand lists against the Products as being the price that the Brand shall charge Retailers for selling such products, exclusive of Service fees, taxes and shipping & handling costs.
- “MSRP” means the minimum suggested retail price, being the price that Brand may recommend to Retailers as the sale price for Products to End Customers.
- “Retailer Order” means an order by a Retailer for Products from the Brand submitted through the Draply Platform.
- “Total Order Charges” or means in respect of a Retailer Order, the aggregate of the Listing Price for all Products ordered, the shipping price, and Service fees that Draply may impose and any applicable sales, value added or similar taxes.
- “Service fees” or “Order Processing Fees” collectively mean the fees charged by Draply to the Retailer and/or the Brand for the orders placed by the Retailer to the Brand using Draply’s Dropshipping service
- “Subscription fees” means the fixed fees charged by Draply to the Retailer and the Brand from time to time for the use of Draply dropshipping platform.
3. Dropshipping Subscription & Access to Services
- To access and use the Dropshipping Service, the Dropshipping user is required to create an account on Draply and take the necessary subscription plan for the Dropshipping Service.
- The Dropshipping User shall pay prices applicable to the selected subscription plan and any other associated fees for the use of Draply dropshipping platform (“Subscription Fees”)
- In addition to the Subscription Fees, Draply may charge a Service fee and/or Order Processing Fees for orders processed by the Dropshipping User on Draply dropshipping platform.
- The Agreement is entered into for one year. At the end of the initial term the Agreement is automatically extended by one year at a time, unless the Agreement has been timely and validly cancelled in writing by the Dropshipping User with due observance with a minimum notice period of one week. The Agreement can only be terminated as per the articles set out in these Terms, or with the consent of both parties.
- Draply is authorised at all times with due observance of a notice period of one month to terminate the Agreement without giving any reason. Draply is also entitled to immediately terminate the agreement in the event of behaviour of the Dropshipping User that is contrary to these Terms, law or generally accepted business practices.
- In the event that a Dropshipping User wishes to upgrade its subscription to a higher tier, with increased functionalities, this will be done for the remainder of the term.
- In the event that a Dropshipping User wishes to downgrade its subscription to a lower tier with decreased functionalities, this will become in effect at the start of the next Term.
- All rates are listed on the site. These are exclusive of VAT and other levies that are imposed by the government and are subject to programming and typing errors.
- Unless otherwise agreed, all payments to be made by the Dropshipping User will be collected by Draply in advance by direct debit or credit card charge from the account number of the Dropshipping User as provided by the Dropshipping User.
- The Dropshipping User guarantees that there will always be sufficient funds on the relevant account balance.
- The Dropshipping User will, if necessary, cooperate in the provision of the necessary authorizations, which make it possible for Draply to collect the direct debit to be carried out. In this context, the Dropshipping User guarantees the correctness of the information provided by him to Draply.
- Payments from the Dropshipping User to Draply will always be deemed to extend to payment of the longest outstanding claim, even if the Dropshipping User’s payment is otherwise stated.
- If automatic monthly card charges or direct debit are not successful, it must be done through an annual prepayment transferred.
- If the Dropshipping User does not pay the Fee(s) or does not pay them on time, Draply has the right to suspend the Dropshipping User’s access to the Draply platform or the provision of the Services until full payment has been made, or until sufficient security for payment has been provided.
- Draply reserves the right to offset any amounts due by a Dropshipping User to Draply against any payouts by Draply to the Dropshipping User. The settlement of the outstanding payments – net of any fees and charges – will be done on a weekly or monthly basis, as agreed and specified in the Contract.
- If it is not possible to collect an invoice, the Dropshipping User is automatically charged a commercial interest of 10% on the outstanding amount with a fixed compensation of €40.00 for the administrative costs caused by the delay and loss of time, which is increased to €250.00 in the event of judicial collection.
- Draply is entitled annually at the beginning of the year to increase the monthly amounts with due observance of the Consumer Price Index or a other index agreed between the parties.
- Without prejudice to the previous paragraph, Draply reserves the right to reject or accept the subscription application made by the Dropshipping User within 72 hours upon receipt of a new subscription from the Dropshipping User.
- The Service is purely a business-to-business program. Subscription created for personal use will be terminated immediately.
4. Price & Availability of Stock
4.1. Product Price
– All prices shown on the website are exclusive of VAT. Every effort is made to ensure that the prices on the website are correct at the time of placing an order.
– The product price does not include the shipping costs. Any shipping & handling costs applicable for the order will be displayed separately by the Brand.
– There is no minimum order value for individual dropshipping orders placed by Retailer on Draply.
4.2. Product Availability
– The availability of products on the Draply website depends on stock. Draply will undertake all reasonable efforts to ensure that the stock information is up-to-date. However, due to the large-scale operations required for stock continuity, Draply cannot guarantee the availability of products when an order is placed.
– The Retailer understands that Draply will not be held responsible for such shortages, discrepancies or variations in stocks.
– Draply will make every effort to limit out-of-stock situations or incorrect information about the availability of products, but cannot be held responsible for such situations. The Retailer can contact Draply via support@draply.com when a product cannot be found on the website, is out of stock or is no longer available.
– Draply cannot be held liable for any loss of income as a result of the Retailer advertising products that are not in stock and products that have been discontinued.
5. Order Process – Payments, Shipping & Returns
Order processing & payments
5.1. The Retailer represents and warrants prior to placing an order through the Service that it has read and agrees to the terms and conditions set forth in writing in this Agreement.
5.2. All orders placed by Retailer for any products on the Draply Dropshipping service are considered an offer to the Brand to purchase the products selected for an order.
5.3. The Retailer shall pay the Total Order Charges which is the aggregate of the Brand’s Listed Price for all products ordered, the shipping charges and any Service fees that Draply may impose and any applicable sales, value added or similar taxes.
5.4. Orders must be paid in full by the Retailer. The Retailer declares and acknowledges that orders will not be accepted until paid in full.
5.5. Draply reserves the right to cancel the sales contract if payment for orders is not received in full.
5.6. To cancel an order, the Retailer should contact the Brand directly via the Draply platform. Any cancellation request made by the Retailer for the order needs to be accepted by the Brand. Orders cannot be cancelled after they have been shipped by the Brand. Draply will make reasonable efforts to inform the Brand about the cancellation requests. Draply will not be liable for any loss or damage caused to the Retailer in case the order is not cancelled by the Brand.
5.7. Retailer and Brand agree that in case an order is cancelled or the Product(s) are returned, Draply reserves the right to retain any Service Fees or Order processing fees charged from Retailer and/or Supplier.
Shipping
5.8. The processing and shipping times for each product will be displayed on the Draply platform by the Brand. The shipping times are only indicative and do not constitute a guarantee of the shipping within the mentioned timelines. They should be regarded as a reasonable effort obligation and are deemed to be approximate.
5.9. The shipment tracking number and notification will be sent to the Retailer once the products are shipped by the Brand.
5.10. The Brand is solely responsible for shipping the products. Draply cannot be held responsible for any delays in delivery caused by Brands, carriers or intermediaries.
5.11. The Brand will receive the payment for shipping the Retailer’s order only after the receipt of delivery has been confirmed.
5.12. Draply cannot be held liable for products that do not arrive at the customer as a result of errors made by the customer or the Retailer when entering the address details. The Retailer will check all order details before confirming an order.
Returns
5.13. The Brand will have a choice to take returns from Retailers or not. If the Brand chooses to take returns, they will be obligated to accept all return requests from the Retailer as long as the return request is within the return period defined by the Brand or as per the laws of the countries where the Brand operates whichever is longer.
5.14. If the End Customer decides to return the product(s), the End Customer is obliged to return all products received within the time period and to a return address specified by the Retailer.
5.15. If the Brand is accepting returns, then the following rules will apply:
– Upon receipt of the products from the End Customer, the Retailer returns them to the Brand within XX days and requests a refund. Within 7 days after the Brand has received the refunded product(s) and confirmed that they are in good condition and undamaged, the refund will be issued to the Retailer. The Retailer is responsible for the correct packaging of the products or any legal problem that may arise between the Retailer and the end customer as a result of the (incorrect) return of (damaged) products; AND
– With regard to the above, the Retailer independently organises the return process from the End Customer to the Retailer and from the Retailer to the Brand, and thus bears the shipping costs for the return, as well as the risks associated with the return process (e.g.: product lost or destroyed in transit, etc.).
5.16. If the Retailer has an high percentage of returns compared to the average return percentages within Draply, Draply reserves the right to refuse further return services to the Retailer, to increase prices, to shorten the cooling-off period offered to the End Customers or to exclude the Retailer from the Dropshipping platform.
Refunds
5.17. The Retailer agrees and acknowledges that when the products are returned by the end customers or when the products are undelivered due to wrong shipping address of the end customer, then the refund given by Draply to the Retailer will be limited to the product’s listed price only. Any additional charges paid by the retailer such as shipping & handling fees, service fees, order processing fees etc will not be refunded. Only in case of returns due to wrong product shipped by the brand or
5.18. The Retailer and the Brand agree that the following rules will apply in case of refunds for product returns:
5.18.1. If product is undelivered due to wrong address or customer not available
– The Retailer’s refund will be limited to the product’s listed price only. Any additional charges paid by the retailer such as shipping & handling fees, service fees, order processing fees etc will not be refunded.
– The brand will be charged i.e will be required to pay back the product’s listed price only.
5.18.2. If product is returned due to any reason other than wrong product or damage produce received by the customer
– The Retailer’s refund will be limited to the product’s listed price only. Any additional charges paid by the retailer such as shipping & handling fees, service fees, order processing fees etc will not be refunded.
– The brand will be charged i.e will be required to pay back the product’s listed price only.
5.18.3. If product is returned due to wrong product or damage produce received by the customer
– The Retailer’s refund will be the product’s listed price and any shipping & handling fees only. Service fees or order processing fees charged by Draply will not be refunded.
– The brand will be charged i.e will be required to pay back the product’s listed price and any shipping & handling fees charged to the Retailer. Service fees or order processing fees charged by Draply will not be refunded to the brand.
5.19. Refunds are considered on a case-by-case basis, and they are paid by Draply and transferred to the original payment method of the Retailer. This applies to all orders.
5.20. The Retailer is responsible for issuing the refund to its End Customers. In case the Dropshipper abuses the refund policy, Draply has the right to terminate or suspend the Retailer’s account.
Warranty
5.21. If an incorrect or damaged product is received by the End Customer following which the Retailer wishes to return the product to the Brand, then the Retailer will be obliged to provide appropriate (photographic) evidence to Draply and the Brand. The Brand will, after inspection and on a case-by-case basis, offer one of the following solutions:
– A refund for the damaged product,
– A new product will be shipped or the damaged parts will be replaced.
5.22. In case the Brand does not provide a suitable recourse, the Retailer is obliged to raise a dispute within 3 business days to Draply. Draply will review the case and provide the best possible solution considering the available evidence. Draply’s decision in case of disputes will be final and binding.
Customer Service
5.23. Draply advises the Retailer to use its own terms and conditions stating the terms above governing the shipping and returns of orders. Draply cannot be held responsible for the Retailer (or End Customer), if the End Customer or Retailer incur any damages or loss for following policies which deviate from those stated in this Agreement.
5.24. The Retailer is responsible for offering customer service to its End Customers and resolving any product or order related queries, and it cannot refer its End Customers directly to Draply.
5.25. Draply will provide support to Retailers & Brands only for matters related to Draply’s obligations as stated in this Agreement.
6. Limitation of Liability
Limitation of Liability
6.1. The total, cumulative liability of Draply for any damages or losses is limited to the purchase price of the product.
6.2. Draply shall not be liable to the Retailer or Brand for any indirect, incidental, special, consequential or exemplary damages arising out of or in connection with these terms and conditions, including loss of profit or revenue, business interruption or loss of business information, impairment of other goods or otherwise, even if advised of the possibility of such damages.
6.3. The marketing, distribution and sale of the Products does not, to the best of Draply’s knowledge, infringe the rights of third parties. In the event of such a breach, Draply shall not be liable for any claim related to such breach.
Recalls
6.4. In the event that Draply determines that an event, incident or circumstance has occurred that may lead to a recall or other removal of a product or products from the market, Draply will inform the Retailer and expect the Retailer to take appropriate action. in this regard (for example: contacting the affected customers, removing the product from its range, etc.).
6.5. Draply reserves the right to contact the End Customers of the Retailer directly in case of a recall.
