General Terms and Conditions

In these General Terms and Conditions (the "Agreement" or "Terms"), the following capitalised terms have the meanings set out below:

"Account": the top-level container in the Platform that represents one organisation for ownership, billing and administration. Within an Account: (i) one or more users log in with their own credentials, each with their own roles and permissions; and (ii) API integrations may be connected, authenticated by API keys that the Account's users manage.

"Affiliate": in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

"Applicable Law": all laws, regulations, rules, codes of conduct, sanctions regimes and binding decisions of any governmental or regulatory authority applicable to a party or to the performance of this Agreement, including the laws of the Netherlands, the law of the European Union, and the laws of the jurisdictions of origin, transit and destination of any Goods.

"Carrier": the transport company that carries a Shipment to the End-Customer and arranges the import declaration under its own customs authorisations and licences.

"Confidential Information": any non-public information disclosed by one party to the other, in any form, that a reasonable person would understand to be confidential, including pricing, supplier details, customer data, technical information and business plans.

"End-Customer": the natural or legal person to whom the Retailer onward-sells the Goods and to whom Goods are physically delivered by the Supplier. In some cases the End-Customer may be the same as the Retailer (e.g.: in case of ordering samples).

"First Carrier": the Carrier to which the Goods are first physically handed over for dispatch to the End-Customer. Where the Carrier takes first receipt of the Goods, the Carrier is also the First Carrier. The moment of that handover is the Transfer Moment.

"Goods": the general consumer goods that DropNext from time to time offers to supply to Retailers under this Agreement, excluding any goods identified as prohibited in the Acceptable Use Policy referred to in clause 14.

"Partner Compliance Agreement" or "PCA": DropNext's Partner Compliance Agreement as in force from time to time, which forms an integral part of the Retailer Cooperation Agreement and in which the Retailer is a "Counterparty".

"Payment Service Provider" or "PSP": the third-party payment institution or electronic money institution authorised in the European Economic Area and engaged by DropNext from time to time to process payments from Retailers and payments made by DropNext to its Suppliers in settlement of DropNext's own purchase obligations.

"Platform": the website, web-application, application programming interfaces (APIs) and other electronic systems operated by DropNext for its own purchasing and sales administration, through which DropNext issues Quotations to Retailers, receives Retailer Order Requests, forms Retailer Orders and issues Supplier Orders to its Suppliers. DropNext also uses the Platform to communicate with Retailer’s e-commerce systems. DropNext’s Platform is not a marketplace, an online sales platform, an electronic interface within the meaning of article 3c of the Dutch VAT Act 1968 or Article 14a of Directive 2006/112/EC, or a facility through which any third party can sell to, buy from, or pay any other third party.

"Prepayment": an advance payment made by the Retailer to DropNext to be applied against the Price of Retailer Orders as explained in clause 5.

"Price": the all-in unit price, including the currency specification, set out in the Quotation accepted by the Retailer, comprising all costs connected to the supply (including product, transaction and shipping costs). Import-related charges are dealt with in clause 7.4. No Dutch VAT is charged in accordance with clause 5.16.

"Quotation": an offer issued by DropNext to a Retailer in response to a Quotation Request, setting out at least the Goods (including product variant), the unit Price, the shipping region to which the Quotation applies, and the indicative delivery details. A Quotation is derived from a Supplier Quotation, and the delivery details it states are those of that Supplier Quotation.

"Quotation Request": a non-binding request submitted by a Retailer through the Platform asking DropNext to issue a Quotation for the supply of specified Goods to a specified shipping destination region.

"Retailer": the legal entity, or the natural person acting in the course of a trade, business or profession (including a sole proprietorship), that has registered an Account with DropNext and has been accepted by DropNext following onboarding. A Retailer submits Quotation Requests and accepts Quotations issued by DropNext under this Agreement; its Retailer Order Requests give rise to Retailer Orders in accordance with clause 5.3 (possibly automatically through an integration of its e-commerce software with the DropNext Platform).

"Retailer Cooperation Agreement": the cooperation agreement executed in writing (including by electronic signature) between DropNext and the Retailer as part of onboarding (clause 3.1), as amended from time to time, which prevails over these Terms to the extent of any deviation.

"Retailer Order": a binding contract of sale between DropNext and the Retailer, on the terms of the active Quotation concerned and these Terms, formed at the moment the Price is applied against, and reduces, the Retailer's Unapplied Prepayments in accordance with clause 5.3. A Retailer Order covers the line items of one Retailer Order Request that are matched to Quotations of a single Supplier, and corresponds to exactly one Supplier Order.

"Retailer Order Request": an instruction submitted by the Retailer through the Platform, or generated automatically by an integration of the Retailer's e-commerce software with the Platform, requesting the formation of one or more Retailer Orders against active Quotations. A Retailer Order Request is not a Retailer Order and does not bind either party until the Prices have been applied against the Retailer's Unapplied Prepayments in accordance with clause 5.3.

"Sanctions": has the meaning given in the Partner Compliance Agreement.

"Shipment": a consignment of Goods dispatched by the Supplier to one End-Customer under a Supplier Order. A Supplier Order may be fulfilled in more than one Shipment.

"Supplier": a third-party manufacturer, wholesaler, trading company, sourcing agent, third-party logistics provider (3PL) or fulfilment partner (in each case acting as reseller in its own name) with which DropNext has entered into a contract for the supply of Goods, that physically dispatches the Goods to the End-Customer exclusively from a location outside the European Union and that does not dispatch goods already in free circulation in the customs territory of the European Union. Each Supplier sells the Goods to DropNext in its own name and for its own account, and warrants that it is entitled to transfer title to the Goods.

"Supplier Order": the purchase contract between DropNext and a Supplier, formed by the issue of a purchase order through the Platform against an active Supplier Quotation of that Supplier and covering the Goods of one Retailer Order. A Supplier Order is not a Retailer Order.

"Supplier Quotation": an offer issued by a Supplier to DropNext through the Platform, stating the purchase price and the maximum processing and delivery times for specified Goods, currency and shipping region. Supplier Quotations are made exclusively to DropNext and are not disclosed to Retailers.

"Ticket": a message raised through the ticket system of the Platform. Tickets are the channel through which the Retailer notifies defects, requests the amendment or cancellation of a Retailer Order Request or a Retailer Order, and submits complaints.

"Transfer Moment": the moment the Goods are handed over to the First Carrier for dispatch to the End-Customer, which moment occurs, and at which moment the Goods are located, outside the European Union (Overdrachtsmoment).

"Unapplied Prepayments": the aggregate amount of Prepayments paid by a Retailer in a given currency that have not yet been applied against the Price of a Retailer Order, or credited back as explained in clause 5; to be clear, Unapplied Prepayments do not constitute a payment account, a deposit, an electronic-money balance, or a stored-value instrument of any kind.

"VAT": value added tax as imposed under the Dutch Wet op de omzetbelasting 1968 or any equivalent tax in another jurisdiction, including Dutch BTW.

Headings are for convenience only and do not affect interpretation. References to clauses are to clauses of this Agreement. The singular includes the plural, and vice versa. The words "including", "in particular" and similar expressions are illustrative and do not limit the sense of the words preceding them.

2.1 Business model. DropNext purchases Goods from Suppliers, which dispatch the Goods exclusively from locations outside the European Union, and onward-supplies those Goods to Retailers. DropNext acts in its own name, on its own account, and at its own economic risk in every transaction, as principal and merchant of record for all supplies to Retailers (and not as a commercial agent, commissionaire, broker, marketplace operator or payment intermediary). DropNext independently determines its own selling prices towards Retailers and is not bound by any resale price suggested by any Supplier.

2.2 Flow of funds; no payment services. Every payment received by DropNext under this Agreement is received from the Retailer, in DropNext's own name and for DropNext's own account, as consideration for Goods that DropNext itself sells to that Retailer, and forms part of DropNext's own revenue. Every payment made by DropNext to a Supplier discharges DropNext's own purchase-price debt under its own purchase contract with that Supplier and is made from DropNext's own funds. No payment received from a Retailer is earmarked, segregated, pooled or passed on for or on behalf of a Supplier, an End-Customer or any other person, and DropNext's obligation to pay a Supplier is neither conditional on, nor measured by reference to, the receipt of any payment from any Retailer. No payment is made by a Retailer to a Supplier, or by a Supplier to a Retailer, directly or indirectly. DropNext accordingly:

1. does not provide payment services within the meaning of Annex I to Directive (EU) 2015/2366 (PSD2) or Annex I to the Dutch Wet op het financieel toezicht;
2. does not issue electronic money within the meaning of Directive 2009/110/EC;
3. does not take deposits;
4. does not safeguard or administer funds for any other person and holds no funds for third parties;
5. operates no payment account for any person;
6. executes no payment transaction on the instruction of any person other than itself; and
7. is not, and is not required to be, authorised or registered as a payment institution, electronic money institution or credit institution.

DropNext's remuneration consists exclusively of the margin between its own purchase prices and its own selling prices. DropNext charges no commission, brokerage, listing fee, success fee, referral fee, service fee or other remuneration for intermediation, and collects no part of any payment by a Retailer for the account of any Supplier or other third party.

2.3 Business-to-business only. Goods are supplied solely to legal entities and to natural persons acting in the course of their trade, business or profession, exclusively for resale or other business purposes and not for private use. DropNext does not sell to consumers within the meaning of Article 7:5 of the Dutch Civil Code (Burgerlijk Wetboek) or Article 2(1) of EU Directive 2011/83/EU. By accepting these Terms the Retailer confirms that it acts in the course of its trade, business or profession, that all purchases under this Agreement are made exclusively for business purposes, and that it is not acting as a consumer. The parties accordingly record that the mandatory consumer-protection provisions of Dutch and EU law that apply only in favour of consumers have no application to this Agreement. To the extent permitted by article 6:227b(6) and article 6:227c(5) of the Dutch Civil Code, the parties exclude the application of articles 6:227b and 6:227c of the Dutch Civil Code.

2.4 Applicability of these Terms. These Terms apply to all Quotation Requests, Quotations, Retailer Order Requests, Retailer Orders, agreements and deliveries between DropNext and the Retailer. The applicability of the Retailer's own purchasing terms or any other terms is expressly excluded, even where DropNext does not explicitly object to them and even where such terms claim to take precedence.

2.5 No assumption of Retailer obligations. DropNext is not a party to any contract between the Retailer and any End-Customer. The Retailer is solely responsible for its relationship with End-Customers, including any consumer-law obligations, distance-selling disclosures, marketing claims, and after-sales service.

2.6 Referrals and introductions. The Retailer may have been introduced to DropNext by a third party, including another Retailer or a commercial referral partner. Any arrangement between DropNext and such referrer is separate from this Agreement and does not affect the rights or obligations of the Retailer under it. No referrer is an agent of DropNext, and no referrer is authorised to represent DropNext, to make commitments on its behalf, to vary these Terms, or to receive any payment from a Retailer on DropNext's behalf. Payments by the Retailer are made solely to DropNext through the payment methods made available on the Platform.

2.7 Own sales; no marketplace or platform facilitation. The Platform is DropNext's own ordering and administration environment for DropNext's own purchases and sales. All supplies of Goods effected through the Platform are made by a Supplier to DropNext and by DropNext to a Retailer. No third party can list, price, offer or sell Goods to a Retailer or an End-Customer through the Platform, and the Platform does not bring about, and cannot be used to conclude, any supply of Goods between a Supplier and a Retailer or between a Supplier and an End-Customer. DropNext accordingly operates no marketplace, online platform for third-party sellers or intermediation service, and does not facilitate any supply between other parties within the meaning of article 3c of the Dutch VAT Act 1968 or Article 14a of Directive 2006/112/EC. Where the Platform enables direct operational communication between a Supplier and a Retailer, that communication takes place on the terms of clause 4.8 (quotation process) or clause 8.5 (dispute system).

To be clear, the Platform is not a "platform" within the meaning of Council Directive (EU) 2021/514 (DAC7) or the Dutch Wet implementatie EU-richtlijn gegevensuitwisseling digitale platformeconomie: it does not allow sellers to be connected to other users for the carrying-out of a relevant activity, and DropNext receives no consideration for facilitating any sale by a third party. DropNext accordingly has no reporting obligations as a platform operator under those rules.

2.8 Fulfilment model; distinction from consumer dropshipping. DropNext operates a business-to-business distribution model with direct-dispatch fulfilment:

• DropNext purchases Goods from Suppliers as principal and resells them to Retailers as principal, and the Goods are dispatched by the Supplier directly to the Retailer's End-Customer without DropNext taking physical possession.
• DropNext holds no inventory.
• The parties record that this model does not carry the risk characteristics ordinarily associated with consumer dropshipping, for the reasons set out in clauses 2.1 to 2.3 and clause 3, and because every Supplier is contractually bound, under the Supplier Cooperation Agreement: (i) to full responsibility for the fulfilment chain up to delivery; (ii) to the dispatch-evidence obligations on which the fiscal treatment of each Shipment depends; and (iii) to fixed ticket-response times and, where a Service Level Agreement has been signed, to the dispatch and delivery service levels and compensation set out in it.

3.1 Account required. To submit Quotation Requests and have Retailer Orders formed, a Retailer must register an Account and complete DropNext's onboarding process, which includes execution of the Retailer Cooperation Agreement. The Retailer Cooperation Agreement and any other agreement requiring signature are executed on behalf of the Retailer by a natural person designated by the Retailer during onboarding; signatory authority and the evidence of that authority are governed by chapter 14.2 of the Retailer Cooperation Agreement, and DropNext may rely on the designation. Use of the Platform is conditional on acceptance of these Terms and the Acceptable Use Policy, on acknowledgement of the Privacy Policy, and on execution of the Retailer Cooperation Agreement. No Retailer Order Request is processed and no Retailer Order is formed before the Retailer Cooperation Agreement has been executed.

3.2 Information to be provided. The Retailer will provide DropNext with accurate, current and complete information, including:

1. Legal name, registered office and trading address.
2. Company registration number (Chamber of Commerce or equivalent in the Retailer's home jurisdiction) where applicable.
3. VAT or other tax identification numbers, where applicable.
4. Details of the Retailer's sales channels, including any e-commerce platform identifiers (for example, Shopify store URL).
5. Such further information as DropNext may reasonably require to meet its onboarding and know-your-business standards, its sanctions-screening obligations under directly applicable sanctions law, and the financial-crime-prevention requirements imposed on it contractually by its Payment Service Provider and banking partners.

Retailer Order Requests and Retailer Orders relate exclusively to sales realised by the Retailer through its own web store(s) registered with DropNext under (d) above. The prohibition on routing to DropNext orders arising from sales via an electronic interface treated as the supplier of those sales (such as an online marketplace) is set out in chapter 6.6 of the Retailer Cooperation Agreement.

3.3 Acceptance is at DropNext's discretion. DropNext may accept or reject an application without giving reasons. DropNext may make acceptance conditional on additional checks, on the provision of further information, or on agreement of specific terms.

3.4 Ongoing obligations. The Retailer will notify DropNext, in writing and without undue delay, of any change to the information provided under clause 3.2, including any change of control, change of beneficial ownership, change of legal form, change of tax identification number, insolvency event or material change in business activity.

3.5 Authorised users; authority. The Retailer is responsible for designating its authorised users, for the security of their credentials, and for any act or omission of any person using its Account. The Retailer represents and warrants that each person it designates —as signatory or as authorised user— acts within the scope of a valid authorisation, and that all acts performed through the Account (including acceptance of these Terms and of amendments thereto, the acceptance of Quotations and the submission of Retailer Order Requests) bind the Retailer. The Retailer will notify DropNext immediately of any actual or suspected unauthorised access.

4.1 Invitation to treat. Product, price or availability information on the Platform, in marketing materials or in communications is not a binding offer by DropNext. It is only an invitation to request a Quotation (an invitation to treat).

4.2 Quotation Request. The Retailer may submit a Quotation Request through the Platform, specifying at least the Goods required (and any product variant), the quantity, and the shipping destination. A Quotation Request is not binding on either party. DropNext is under no obligation to respond to a Quotation Request or to issue a Quotation.

4.3 Quotation. Where DropNext is willing to supply, DropNext may issue a Quotation in response to a Quotation Request. A Quotation is derived from a Supplier Quotation obtained by DropNext, and the delivery details it states are those of that Supplier Quotation. Each Quotation will set out at least: (i) the Goods (including variant) covered; (ii) the unit Price and the currency; (iii) the shipping region to which the Quotation applies; and (iv) the indicative delivery details.

4.4 Expiring and lapsing Quotations. A Quotation is valid until it expires or lapses. An expiry time may be stated on the face of the Quotation; DropNext may set, shorten or extend an expiry time at any time, including with immediate effect (for example where its own purchasing conditions change). A Quotation without a stated expiry time remains valid until DropNext sets an expiry time (which may be set to the current time, thereby closing the Quotation with immediate effect), or until it lapses as dormant.

Where no Retailer Order has been formed for a continuous period of 180 days for the Goods, currency and shipping region covered by a Quotation —measured from the most recent of its issue, its acceptance and the last Retailer Order formed for that combination— that Quotation lapses automatically, without notice being required; the Platform may show an upcoming lapse in advance. Lapse under this clause does not affect Retailer Orders already formed and does not affect Unapplied Prepayments; the return of Unapplied Prepayments is governed by clauses 5.1 and 5.7.

The Platform does not consider expired or lapsed Quotations in the formation of Retailer Orders. Expiry or lapse of a Quotation may be effected automatically via the Platform and takes effect at the moment shown on the Platform, without further notice to the Retailer being required. An expired or lapsed Quotation cannot be revived; a Retailer that wishes to order the Goods concerned again should submit a fresh Quotation Request.

4.5 Active Quotations and fallbacks. The Retailer accepts a Quotation through the mechanism provided on the Platform, thereby making it the active Quotation for the Goods, currency and shipping region concerned. The Retailer may designate one or more other Quotations as fallbacks; a fallback becomes the active Quotation automatically when the previously active Quotation expires. The Platform considers only active Quotations in the formation of Retailer Orders.

4.6 Errors. Obvious typographical, clerical or arithmetic errors in a Quotation do not bind DropNext. DropNext may withdraw or correct a Quotation affected by such error; any Price already applied against the Retailer's Unapplied Prepayments for the cancelled portion will be credited back to the Retailer's Unapplied Prepayments.

4.7 Scope of a Quotation. A Quotation applies only to the specific Goods (product variant), currency and shipping destination region stated in the Quotation. Any change to the Goods, currency or shipping destination region requires a fresh Quotation Request and Quotation.

4.8 Communication in the quotation process. Where a Supplier provides input in connection with a Quotation Request or a Quotation (such as product information, specifications, imagery, availability or delivery windows), it does so for DropNext as DropNext's performance auxiliary; such input is deemed provided to DropNext, and any communication of it to the Retailer through the Platform is a communication by DropNext. Where a Retailer submits questions or other communications in connection with a Quotation Request or a Quotation, those communications are deemed made to DropNext, even where the Platform routes or displays them to the Supplier concerned for the purpose of answering them; any response, by whomever prepared, is a communication by DropNext. Communications concerning prices, discounts, payment or settlement are exchanged exclusively between the Retailer and DropNext and, separately, between DropNext and the Supplier; Supplier Quotations are made exclusively to DropNext, constitute DropNext's purchase prices, and are not disclosed to Retailers. Quotations are issued exclusively by DropNext, at selling prices determined by DropNext alone. No offer, acceptance or agreement of any kind can come into existence between a Supplier and a Retailer through the Platform, and no communication under this clause 4.8 is to be construed as such.

5.1 Prepayments. The Retailer may make advance payments to DropNext from time to time (each a "Prepayment"). A Prepayment is an advance payment under this Agreement towards the future Price of Goods to be supplied by DropNext to the Retailer under active Quotations as explained in clause 4.5. DropNext will issue a receipt for each Prepayment in accordance with Applicable Law. DropNext applies a ceiling to the Unapplied Prepayments that a Retailer may hold at any time, set by reference to that Retailer's actual or reasonably expected Retailer Order volume over a rolling 90-day period, and declines or returns any Prepayment that would exceed that ceiling. If no Retailer Order has been formed against a Retailer's Unapplied Prepayments for 90 days in a row, DropNext may return the balance to the source account on its own initiative, without a request from the Retailer.

DropNext may decline to accept, or may return, any Prepayment that is not reasonably proportionate to the Retailer's actual or expected volume of Retailer Orders, or that DropNext cannot satisfactorily reconcile with the Retailer's business profile. Unapplied Prepayments serve solely as advance payment for Goods and may not be used to park, store or transfer value.

Prepayments are made from the accounts and instruments permitted by clause 4.3 of the Partner Compliance Agreement (payment integrity), which governs from whom DropNext accepts payment. The Retailer may not make Prepayments from an account or card of any other person.

Unapplied Prepayments are held and applied per currency. A Prepayment in one currency cannot be applied against the Price of a Retailer Order denominated in another, and DropNext performs no currency conversion on Unapplied Prepayments.

5.2 No credit. All supplies under this Agreement are prepaid. DropNext grants no credit, payment term or deferred-payment facility to any Retailer, and no Retailer Order is formed unless the Retailer’s Unapplied Prepayments in the relevant currency are sufficient to cover its full Price.

5.3 Formation of Retailer Orders. The Platform matches each line item of a Retailer Order Request against the Retailer's active Quotations for the Goods, currency and shipping region concerned. Line items for which there is no active Quotation are not processed further. For each Supplier whose Quotations are matched, a Retailer Order is formed at the moment the Price of the line items concerned is applied against, and reduces, the Retailer's Unapplied Prepayments; DropNext then issues the corresponding Supplier Order. Where the Retailer's Unapplied Prepayments do not cover the aggregate Price of all Retailer Orders that would arise from a Retailer Order Request, no Retailer Order is formed, the Retailer Order Request is not processed further, and DropNext notifies the Retailer through the Platform. Until formation DropNext is under no obligation to perform and may expire the Quotation with immediate effect (clause 4.4) without liability.

5.4 Use of Unapplied Prepayments. Unapplied Prepayments may be used solely to be applied against the Price of formed Retailer Orders, and are not transferable. The Retailer has no right to direct that any Unapplied Prepayments be paid or transferred to any third party, including any Supplier, any End-Customer, or any other Retailer. DropNext will not, on the instruction of a Retailer, a Supplier or any other person, transfer funds to a third party, set off obligations between two counterparties, or otherwise act as a conduit for payments between other parties, and will not accept any instruction to that effect.

5.5 Character of Unapplied Prepayments. Unapplied Prepayments are recorded as deferred revenue on DropNext's balance sheet. They are not held on deposit, in trust, in escrow, or as client funds; they are not segregated from DropNext's general funds; and DropNext does not pay or accrue interest on them. The Retailer has only two rights regarding Unapplied Prepayments: (i) to have them applied against the Price of Goods when Retailer Orders are formed (clause 5.3); and (ii) to a refund under clauses 5.6 to 5.8. Unapplied Prepayments constitute an unsecured contractual claim of the Retailer against DropNext. They are not safeguarded, are not held by a foundation, trustee or custodian, are not covered by any deposit-guarantee or e-money safeguarding regime, and confer no preference or priority in the event of DropNext's insolvency. The Retailer acknowledges this expressly.

5.6 Refund on written notice. The Retailer may at any time request a refund of all or part of its Unapplied Prepayments by giving DropNext written notice. DropNext will process such refund within 30 days of receipt of the written notice, subject to:

1. Completion of any anti-money-laundering, sanctions and fraud review reasonably required by DropNext, its PSP or its banking partners.
2. Deduction of any sum lawfully due to DropNext from the Retailer under these Terms.
3. Any restriction, freeze or instruction imposed by Applicable Law, a court, a regulator, or DropNext's PSP.
4. Any reserve, deferral, withholding or set-off imposed by DropNext's Payment Service Provider, acquirer or banking partner for the settlement of the corresponding Prepayment.

DropNext issues a receipt for each refund of Unapplied Prepayments.

DropNext may extend the 30-day period in this clause 5.6 and in clause 5.7 for as long as, and to the extent that, one or more of the matters under (a) to (d) remain under review or in effect. DropNext will inform the Retailer, within the original period, that and on which ground the period is extended.

5.7 Auto-refund on closure or dormancy. DropNext will refund any Unapplied Prepayments without further request from the Retailer where (i) the Retailer's Account is closed (whether on termination by either party or otherwise); or (ii) no Retailer Order has been formed against the Retailer's Unapplied Prepayments for a continuous period of 9 months. The refund will be processed within 30 days of the event triggering it, subject to clause 5.6 (a) to (d). In case (ii) the Retailer's Account is not closed automatically; the refund is made because Unapplied Prepayments serve solely as advance payment for Goods to be supplied in the near term and DropNext does not retain balances that are not being used for that purpose. This clause 5.7 is without prejudice to DropNext's right under clause 5.1 to return balances on its own initiative after 90 days of inactivity.

5.8 Refund mechanics. Refunds are made exclusively to the same bank account or payment instrument from which the corresponding Prepayment was received, and in the same currency; DropNext performs no currency conversion in connection with refunds. Where a refund to the original instrument is impossible (for example because the instrument has expired or the account has been closed), DropNext will not refund to any alternative instrument until it has verified, through a previously recorded channel, that the alternative account is held in the registered name of the Retailer, and has documented that verification. DropNext may withhold or delay a refund pending the outcome of any compliance review.

5.9 Payment Service Provider. Prepayments are processed through one or more PSPs engaged by DropNext from time to time. The Retailer agrees that the PSP may collect, verify and process such information as is necessary to perform its services and to comply with its own regulatory obligations, and that DropNext may share information concerning the Retailer and its Prepayments with the PSP for those purposes.

5.10 Amendment and cancellation by the Retailer. The Retailer may amend or cancel a Retailer Order Request, and may request the amendment or cancellation of a Retailer Order, only by raising a Ticket.

• Before formation — no debit takes place and the Retailer’s Unapplied Prepayments remain unaffected.
• After formation and before dispatch — amendment and cancellation are possible only to the extent DropNext is still able to amend or cancel the corresponding Supplier Order; the amount debited is credited back to the Retailer’s Unapplied Prepayments only to the extent DropNext is able to recover the amount committed to the Supplier (non-recoverable Supplier costs are borne by the Retailer up to a maximum of the Price of the cancelled Retailer Order).
• After dispatch — the Price is neither refundable nor creditable, except under clause 8 (defects).

Any crediting back of the Price to Unapplied Prepayments under this clause 5.10, clause 5.11 or clause 5.12 is an internal reallocation within the Retailer’s Account and does not constitute a refund; the time limit and review of clause 5.6 do not apply to it. Clauses 5.6 to 5.8 apply only where the Retailer subsequently requests a refund of the resulting Unapplied Prepayments.

5.11 Failure to dispatch. Delivery times communicated by DropNext are indicative only and are not fatale termijnen (clause 7.5); this clause 5.11 and clause 5.12 set out the Retailer’s only remedies for late dispatch and late delivery. Clause 5.10 does not limit the following: if Goods under a Retailer Order have not been handed over to the First Carrier within 21 calendar days after the Retailer Order was formed (other than as a result of an event under clause 10.4 or a longer delivery time stated in the accepted Quotation), either party may cancel that Retailer Order in whole or, where it has been dispatched in part, for the Goods not yet dispatched, in which case the Retailer receives a credit to its Unapplied Prepayments equal to the Price of the cancelled Goods. This credit is the Retailer's sole and exclusive remedy for non-dispatch.

5.12 Failure to deliver. DropNext does not accept pre-orders, back-orders, made-to-order goods, crowdfunded goods or any other arrangement under which the fulfilment window exceeds 45 calendar days from formation of the Retailer Order. Where Goods covered by a Retailer Order have not been delivered to the End-Customer within 45 calendar days of formation of that Retailer Order, the Retailer is eligible for a credit to its Unapplied Prepayments equal to the Price of those Goods.

A credit claim under this clause 5.12 is raised by Ticket; the Platform records that Ticket against the corresponding Supplier Order.

Except for the credits in clauses 5.11 and 5.12 and the remedies in clause 8 (defects), delay in dispatch or delivery — whether caused by a Supplier, a Carrier, a customs authority or an event under clause 10.4 — does not give rise to liability on the part of DropNext, entitle the Retailer to cancel a Retailer Order, or entitle the Retailer to any credit.

5.13 No set-off; no deduction. The Retailer pays all Prepayments and other amounts due to DropNext in full. The Retailer may not set off, counterclaim, deduct or withhold anything (including for taxes), unless Applicable Law requires a deduction.

5.14 Chargebacks and reversals. Where a Prepayment is reversed, charged back or otherwise withdrawn after it has been credited to the Retailer's Unapplied Prepayments, DropNext may (i) reduce the Retailer's Unapplied Prepayments by the amount of the reversal together with any fees and costs incurred; and (ii) where Goods have already been dispatched against any Retailer Order to which the reversed Prepayment was applied, require the Retailer to reimburse DropNext, on demand, for the full amount of the reversal together with all fees, costs and losses incurred.

Any amount payable under (ii) is due immediately on demand, without set-off, and carries interest under clause 5.15 from the date of the reversal. Where the Retailer's Unapplied Prepayments are insufficient, DropNext may suspend the Account and decline to form further Retailer Orders until the amount has been reimbursed in full. The Retailer will, on request and within 2 business days, provide DropNext with all information and documentation required by DropNext, its Payment Service Provider or any payment scheme in connection with the reversal.

5.15 Late reimbursement. Where any sum payable by the Retailer (including any reimbursement under clause 5.14) is unpaid after its due date, the Retailer will pay interest from the due date until the date of actual payment at the statutory commercial interest rate under article 6:119a of the Dutch Civil Code, together with DropNext's reasonable costs of collection.

5.16 VAT. On the basis of the Fiscal Principles in clause 6.1 of the Partner Compliance Agreement, which apply to every Shipment under these Terms, the parties take the position that the supplies by the Supplier to DropNext and by DropNext to the Retailer take place outside the European Union and that no Dutch VAT is due on them. The consequences of a different position taken by the tax authorities are set out in chapter 8.6 of the Retailer Cooperation Agreement.

5.17 No cash. DropNext does not accept cash payments in any amount or currency, for any purpose. All payments under this Agreement are made exclusively through the payment methods made available on the Platform and processed by the PSP.

5.18 Available payment methods. The payment methods available to a Retailer are those displayed on the Platform at the moment of payment and may vary by the Retailer's country of establishment, currency and payment account. DropNext may add, restrict or remove payment methods at any time, including where required by its Payment Service Provider or by the rules of the relevant payment scheme. Prepayments are accepted only in the currencies displayed on the Platform.

6.1 Partner Compliance Agreement. The Retailer is bound by the Partner Compliance Agreement as a "Counterparty" under the Retailer Cooperation Agreement. The prevailing order of these agreements is found in chapter 2 of the Retailer Cooperation Agreement.

6.2 DropNext’s rights. The rights of DropNext under clause 8 of the Partner Compliance Agreement (refusal, suspension, freezing, reversal and information sharing) apply to all Quotation Requests, Quotations, Retailer Order Requests, Retailer Orders, Supplier Orders, Prepayments and refunds under these Terms.

7.1 Direct dispatch. Goods are physically dispatched by the Supplier directly to the End-Customer. DropNext does not take physical possession of the Goods.

7.2 Risk of loss. Risk of loss or damage to the Goods passes from DropNext to the Retailer at the Transfer Moment, for the Goods comprised in the Shipment concerned.

7.3 Title chain. Title to the Goods passes from DropNext to the Retailer at the Transfer Moment, for the Goods comprised in the Shipment concerned, simultaneously with the passing of risk under clause 7.2.

7.4 Importer of Record; import charges. The import model is governed by the Fiscal Principles in clause 6.1 of the Partner Compliance Agreement, in particular clause 6.1(d) (import declaration arranged by the Carrier under its own customs authorisations and licences, with the End-Customer as the person for whom the goods are destined, and no party acting as Importer of Record). Import-related charges (including customs duties and import VAT) are, depending on the shipping method used for the shipment concerned, either (i) recharged by the Carrier as part of its freight charges and thereby comprised in the all-in Price, or (ii) levied on the consignee, in which case they are neither borne nor passed on by DropNext. DropNext is not responsible for customs clearance. The Retailer is responsible for informing End-Customers, where required, that import-related charges may be levied on delivery.

7.5 Delivery times. Delivery times communicated by DropNext are indicative only. Exceeding them is not a fatale termijn: it does not by itself put DropNext in default (verzuim). The remedies for late dispatch and late delivery, and the exclusion of any other remedy for delay, are set out in clauses 5.11 and 5.12.

7.6 Shipment information. DropNext will use reasonable efforts to provide the Retailer with tracking information for each Shipment once available.

7.7 Product documentation and market compliance. The Retailer is responsible for ensuring that any required product documentation, instructions for use, conformity markings (for example, CE marking where required), language requirements, importer details on labelling, and consumer-protection disclosures applicable in the destination market are present, accurate and lawful. Where a Supplier provides such documentation, DropNext does not warrant its accuracy.

8.1 Notice of defect. Goods are physically delivered to the End-Customer, not to the Retailer. The Retailer will notify DropNext in writing, by raising a Ticket, of any defect, shortage or non-conformity in the Goods within 14 calendar days of delivery to the End-Customer as recorded through the delivery status of the tracking number provided by the Supplier for the Shipment concerned, in accordance with article 6:89 of the Dutch Civil Code. Hidden defects must in any event be notified within 6 months of the date of dispatch of the Goods, as evidenced by the First Carrier acceptance scan in the tracking data. A notification received after these periods is too late, and DropNext then has no obligation to provide any remedy.

8.2 Evidence. The Retailer will provide DropNext with reasonable evidence of the defect, including photographs and any documentation reasonably requested. The Retailer will, on DropNext's instruction, cause the Goods to be returned, retained or disposed of in the manner DropNext, or the Supplier through the DropNext Platform, directs.

8.3 Remedies. If DropNext is reasonably satisfied that the Goods are defective, DropNext will —at its own choice— either (i) replace the defective Goods, or (ii) credit the Price of the defective Goods to the Retailer's Unapplied Prepayments. These are the Retailer's only remedies for defects. A credit granted under (ii) forms part of the Retailer's Unapplied Prepayments and the Retailer may request a refund of Unapplied Prepayments in accordance with clauses 5.6 to 5.8.

8.4 End-Customer returns. Returns by End-Customers (including under any consumer right of withdrawal) are managed by the Retailer at the Retailer's cost and risk. DropNext is not obliged to accept return of such Goods unless they are independently defective within the meaning of clause 8.1. Where it is agreed in the dispute system that Goods may be returned to the Supplier, the Retailer will follow the return instructions given via the Platform.

8.5 Dispute handling via the Platform. Defects and other shipment issues are handled through the Platform's dispute system, in which the Supplier that dispatched the Goods may participate directly for fact-finding and practical resolution. The Supplier participates on DropNext's behalf as DropNext's performance auxiliary: communications from the Supplier in the dispute system are made for DropNext, and communications from the Retailer in the dispute system are deemed made to DropNext. The Retailer's claims and remedies remain exclusively against DropNext under this clause 8; no contractual relationship arises between the Retailer and any Supplier, and no payment is made by or to the Retailer other than through DropNext.

9.1 Limited warranty. DropNext warrants that, at the moment of dispatch, the Goods will conform in material respects to the description set out in the accepted Quotation.

9.2 Disclaimer. Except for the express warranty in clause 9.1, all other warranties, conditions and terms —whether express, or implied by statute, common law, custom, course of dealing or otherwise (including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or compliance with the laws of any destination market)— are excluded as far as Applicable Law allows.

9.3 Suitability for resale. The Retailer is responsible for verifying that the Goods are lawful and fit to be sold and used in each destination market. DropNext gives no warranty in relation to suitability for resale in any specific country, language requirements, labelling, certification, electrical or mechanical standards, age-rating, or any other market-specific requirement.

10.1 Aggregate cap. Subject to clause 10.3, the aggregate liability of DropNext under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (i) the total amount paid by the Retailer to DropNext in the 3 months immediately preceding the date on which the claim was notified to DropNext, and (ii) EUR 2,000, and shall in no event exceed EUR 25,000.

10.2 Excluded losses. DropNext is not liable, in any event, for any: (i) loss of profit, revenue, turnover, savings or business; (ii) loss of goodwill, reputation, or anticipated commercial opportunity; (iii) loss or corruption of data; (iv) loss arising from the Retailer's contracts with End-Customers, including penalties, refunds or replacement obligations under consumer law; or (v) any indirect, consequential or special loss.

10.3 Carve-outs. Nothing in this Agreement limits or excludes liability for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; or (iii) any other liability that cannot be limited or excluded under Applicable Law.

10.4 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, war, civil unrest, terrorism, embargo, pandemic or epidemic, governmental measures, port closures, carrier failure, cyber-attack, internet outage, or industrial action.

11.1 DropNext IP. All intellectual property rights in the Platform and any documentation provided by DropNext remain with DropNext or its licensors. The Retailer is granted a limited, non-exclusive, non-transferable, revocable licence to use such materials solely for the purpose of submitting Quotation Requests, accepting Quotations, submitting Retailer Order Requests and onward-supplying the Goods to End-Customers under this Agreement.

11.2 Supplier and third-party IP. The Retailer may not remove, obscure or alter any trademark, copyright notice or other proprietary marking on the Goods. The Retailer is responsible for ensuring that its use of any product images, descriptions or marketing materials does not infringe any third-party intellectual property right.

11.3 Trademark indemnity. The Retailer will indemnify and hold harmless DropNext against any claim that the Retailer's marketing, branding or repackaging of the Goods infringes any third-party intellectual property right.

12.1 Roles. For personal data of End-Customers processed by DropNext for the purpose of order fulfilment under this Agreement, the Retailer acts as controller and DropNext acts as processor within the meaning of Regulation (EU) 2016/679 (the "GDPR"). DropNext processes such personal data only on the documented instructions of the Retailer. The instructions of the Retailer are set out in this Agreement and in the Data Processing Agreement attached (the "DPA"), which forms an integral part of this Agreement. In the event of any conflict between this Agreement and the DPA regarding the processing of End-Customer personal data, the DPA prevails as ordered in chapter 2 of the Retailer Cooperation Agreement. Each party acts as an independent controller for personal data it processes for its own purposes in connection with this Agreement (for example, business-contact data of the other party's personnel, account administration, and the parties' respective compliance, accounting, and tax obligations).

12.2 Compliance. Each party will comply with its obligations under the GDPR, the Dutch Uitvoeringswet AVG, and any other applicable data-protection law. The Retailer's warranties concerning its legal basis and the information provided to End-Customers are set out in clause 3.3 of the DPA.

12.3 Details. DropNext’s processing as controller is described in the Privacy Policy. The engagement of sub-processors, the status of Carriers and customs brokers as independent controllers, and the mechanisms for transfers outside the European Economic Area are governed by the DPA (clauses 6, 2.3 and 7 respectively).

13.1 Mutual undertaking. Each party will (i) keep the other party's Confidential Information confidential; (ii) use it solely for the purposes of this Agreement; and (iii) disclose it only to those of its personnel, advisers and Affiliates who need to know and who are bound by equivalent obligations of confidence.

13.2 Exclusions. The obligations in clause 13.1 do not apply to information that (i) is or becomes public other than through breach of this Agreement; (ii) was lawfully in the receiving party's possession before disclosure; (iii) is lawfully received from a third party not under an obligation of confidence; (iv) is independently developed; or (v) is required to be disclosed by Applicable Law or by a court or competent regulator.

13.3 Disclosure to PSP and authorities. Disclosure of information by DropNext to its PSP, to banking partners, to insurers, to professional advisers and to regulators or authorities in connection with its compliance obligations does not constitute a breach of this clause.

14.1 Acceptable Use Policy. The Retailer will comply with DropNext's Acceptable Use Policy as in force from time to time, which forms part of this Agreement.

14.2 Prohibited goods, destinations and end-uses. The prohibited goods, destinations and end-uses are set out in the Acceptable Use Policy (as referred to in clause 5 of the Partner Compliance Agreement). The Retailer may not order, market, resell, dispatch or cause to be delivered any such goods through the Platform. Updates take effect in accordance with clause 5.3 of the Partner Compliance Agreement.

15.1 Termination for convenience. Either party may terminate this Agreement and the Retailer's Account at any time, for any reason, with 30 days' prior written notice. Rights that either party acquired before termination remain unaffected.

15.2 Immediate termination by DropNext. DropNext may suspend the Account or terminate this Agreement with immediate effect, without compensation, where:

1. The Retailer commits a material breach of these Terms that cannot be remedied, or that the Retailer does not remedy within 14 days after written notice.
2. The Retailer becomes insolvent, applies for or is granted a moratorium, makes a composition with its creditors, has a curator or trustee appointed, or is wound up or struck off.
3. DropNext reasonably believes that the Retailer has breached or is likely to breach the Partner Compliance Agreement, clause 14 (Acceptable Use) or any provision concerning lawful, accurate and honest dealings.
4. DropNext is required to terminate by Applicable Law, by an order of a court or regulator, or by an instruction of its PSP or banking partner.
5. The continued performance of this Agreement would, in DropNext's reasonable opinion, expose DropNext to disproportionate regulatory, reputational or financial risk.

15.3 Consequences of termination. On termination: (i) all sums owed by the Retailer become immediately due and payable; (ii) any Retailer Orders not yet dispatched, and the corresponding Supplier Orders, may, at DropNext's discretion, be cancelled and the relevant Price credited back to the Retailer's Unapplied Prepayments subject to clauses 5.10 to 5.12; (iii) any remaining Unapplied Prepayments are refunded under clause 5.7; (iv) the licences granted under clause 11 terminate; and (v) clauses that by their nature survive termination (including clauses 5, 6, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19 and 20) continue in force.

The Retailer will indemnify DropNext, its Affiliates and their directors, officers, employees and agents. That means: on demand, the Retailer compensates them for, and defends them against, all losses, damages, fines, penalties, costs (including reasonable legal costs) and expenses that arise from or relate to: (i) any breach by the Retailer of these Terms (including the confirmations and warranties in clauses 2.3 and 3.5, and the representations and undertakings in the Partner Compliance Agreement); (ii) the Retailer's onward sale, marketing, repackaging, labelling or use of the Goods; (iii) any claim by an End-Customer or third party (including any product-liability or consumer-protection claim) other than to the extent caused by DropNext's breach of clause 9.1; (iv) any tax assessed against DropNext as a result of inaccurate information provided by the Retailer; and (v) any breach by the Retailer of the Partner Compliance Agreement or Sanctions, AML, export-control or anti-bribery laws.

17.1 The Retailer may not assign, transfer, pledge or otherwise dispose of this Agreement, or any right or obligation under it, without DropNext's prior written consent. DropNext may assign or transfer this Agreement, in whole or in part, to any Affiliate or to any successor in title to all or substantially all of its business.

17.2 The Retailer will notify DropNext promptly in writing of any change of control, change in beneficial ownership above 25%, or merger affecting it. DropNext may terminate this Agreement under clause 15.2(e) where such change materially affects the risk profile of the Retailer.

18.1 Notices. Notices must be in writing and sent to the address or email address most recently notified by the recipient. Notices sent by email are deemed received on the first business day after sending, unless a delivery-failure notification is received. Notices to DropNext may be sent to legal@dropnext.com.

18.2 Customer service and complaints. Complaints are submitted by raising a Ticket. DropNext aims to acknowledge each Ticket within 2 business days and to respond substantively within 10 business days. Where a complaint has not been resolved through the Ticket to the Retailer's satisfaction, the Retailer may escalate it by email to support@dropnext.com, stating the Ticket number. DropNext may register a complaint received by email without a preceding Ticket as a Ticket.

19.1 No waiver. If a party does not exercise a right, or exercises it late, it does not thereby give up that right.

19.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder remains in force. The parties will replace the invalid provision with a valid provision that, to the extent possible, achieves the same commercial result.

19.3 Entire agreement. This Agreement, the Partner Compliance Agreement, the Acceptable Use Policy, the Data Processing Agreement and the Retailer Cooperation Agreement executed with the Retailer under clause 3.1 together form the entire agreement between the parties on this subject and replace all earlier agreements and understandings about it. They rank in the order set out in chapter 2 of the Retailer Cooperation Agreement.

19.4 Amendments. DropNext may amend these Terms by giving the Retailer at least 30 days' prior written notice (which may be by email or by notice on the Platform). Continued use of the Account (for example by submitting a new Quotation Request through the Retailer portal) after the effective date of an amendment constitutes acceptance of the amended Terms. If the Retailer does not accept the amendment, its sole remedy is to terminate this Agreement under clause 15.1 before the amendment takes effect. Amendments required by Applicable Law or Sanctions may take effect immediately upon notice. Amendments required by Third-Party Requirements take effect as provided in clause 1.5 of the Partner Compliance Agreement.

19.5 Language. These Terms are made in the English language. Any translation is for convenience only; in the event of inconsistency, the English version prevails.

19.6 No partnership. Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties. Neither party has authority to bind the other.

20.1 Governing law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Netherlands, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

20.2 Jurisdiction. The courts of the District of Rotterdam (Rechtbank Rotterdam) have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. DropNext may, however, also bring proceedings against the Retailer in the courts of the Retailer's place of establishment or in any other competent court.