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DROP SHIPPING AGREEMENT

This drop shipping agreement (hereinafter, the “Agreement”), is entered into per Starting Date, by
executing this Agreement on 2023-01-11 (“signing date”), by and between:

(“Jwide Group”), a corporation organized and existing under the laws of the [“China”], with its head
office located at [“Block 72,ZhongHuiQingLing Building,DaLingShanTown,DongGuan City,China”],
(hereinafter, the “Supplier”).

And
(“Vlad ), a person existing under the laws of the Norway or corporation organized and existing under
the laws of the Norway).

RECITALS

a.Supplier and Webshop Owner are each referred to as “Party” or both as “Parties”;
b.Supplier manufactures and supplies various products;
c.Webshop Owner exploits one or more Dutch website(s) that facilitate(s) the search, purchase and
payment of various products from various suppliers;
d.Parties wish to start a drop shipping cooperation, which is a retail fulfillment method, in which
Webshop Owner does not keep the goods in stock but instead directly transfers End Customer orders
and shipment details to Supplier, who then ships the goods directly to End Customer;
e.Webshop Owner will, in the course of its aforementioned business, act as intermediary, facilitating
the purchase of and payment for products from Supplier by End Costumers. Supplier will ship these
products directly to the buyer. Webshop Owner will therefore not receive the products and
therefore not import any products, Webshop Owner only informs Supplier of the purchase orders
that were made;
f.Additionally, Webshop Owner operate as representative of the End Customers and will therefore be
the main contact person of the End Customers: Webshop Owner will make the payment on behalf of
the End Customer and handles returns in relation to the purchased products on behalf of the End
Customers.
g. In consideration of the terms and conditions set forth in this Agreement, the Parties agree as
follows:

1. TERM AND TERMINATION

1.1 Parties agree that the term of the Agreement shall commence on its above written Starting Date
and shall continue for any period of time for as long as it is mutually agreed between Parties.
1.2 Either Party shall have the right to terminate this Agreement by giving 30 days’ written notice to
the other. Either Party shall have the right to immediately terminate this Agreement by written
notice to the other Party if the other Party commits a material breach of any of the terms or
conditions of this Agreement and such breach is not cured within 10 business days after notice of the
breach has been given.
1.3 This Agreement may be immediately terminated by Supplier at any time during the Term of this
Agreement if Webshop Owner is declared bankrupt, in suspension of payment or dissolved, without
observance of any notice period and without payment of any compensation, redundancy payment,
damages or management fee in lieu of any notice period.

2. SUPPLIER’S ROLE
2.1 Supplier will provide product fulfilment for sales obtained by Webshop Owner in regards to any
images of products supplied by Supplier. Supplier is not involved in the actual transaction between
Webshop Owner and End Customer.

2.2 Supplier provides an app, website, interface or any other system to provide Webshop Owner with
information about its products and their prices. Supplier retains all rights to all images of products
provided to Webshop Owner and retains the right to prohibit the use of any and all images provided.
Webshop Owner may not use any of the images contained within the provided photos for any other
purpose other than to gain sales, which will be given to Supplier.

2.3Each package sent to the End Customer will have come from Supplier directly.

2.4 Supplier is responsible to provide the correct price to Webshop Owner. If Supplier wishes to
change any of the prices of its products, Supplier is obligated to inform Webshop Owner of any
possible price changes. The pre-agreed price will apply until Parties agree otherwise. In fixing any
new prices, Supplier will provide Webshop Owner with details of cost increases and other relevant
data.

2.5 If there are any complaints made by End Customers concerning defects in products delivered (as
referred to in Clause 4.1 (i)), Supplier shall deal with them promptly and properly.

3.WEBSHOP OWNER’S ROLE AND SERVICES

3.1Webshop Owner shall, upon the terms and subject to the conditions set forth in this Agreement,
provide the following services (hereinafter referred to as “Services”), in the role of intermediary and
representative:

a) Webshop Owner will act as intermediary between Supplier and End Customer and will be
facilitating the purchase of products from Supplier by End Customer.

b)The purchased products will not and cannot be sent to Webshop Owner. At no time will Webshop
Owner be the importer of any products.

c)Webshop Owner cannot be, under any circumstances, be held responsible for any import taxes,
custom declarations or any other expenses or actions related to the purchase and / or import of
goods from abroad.

d) Webshop Owner shall, at its own discretion, make certain products available for purchase through
its website. Webshop Owner is not obligated to do so and shall not be held responsible for any
consequences resulting from its selection of products from Supplier or the decision not to offer any
products or only certain products.

f) Webshop Owner will only process the purchase orders of its clients if the following conditions are
met:

− Products will be send directly from Supplier to the End Customer

− The End Customer is considered as the Party that is the importer of purchased goods

− Supplier or End Customer will pay any import duties, taxes or other expenses or duties related to
the import of the purchased goods.
g)Webshop Owner will act as representative of the End Customers. If products from Supplier are
purchased through its website, Webshop Owner will pay Supplier if he receives payment from the
purchaser.

h) If the purchase is cancelled or annulled Webshop Owner will not pay Supplier. Cancellation or
annulation of the purchase will lead to the obligation to return the purchase price to the purchaser.

i)Webshop Owner is the main contact person when any After-sales Support needs to be provided to
End Customers:

− Webshop Owner will handle any complaints regarding defect products. If purchasers make any
observations and/or complaints in regard to defects in products delivered, Webshop Owner will
document them and immediately inform Supplier.

− Webshop Owner will handle the returns of purchased products, as long as Supplier’s return policy
complies with the Dutch law. Webshop Owner will provide a 14-day return policy for the End
Customer during which an End Customer may return a purchased product for a refund. The purchase
price will be refunded to the End Customer via the payment method used to make the purchase. The
purchase price will be refunded within 14 Business days after End Customer returns the product(s).
Webshop Owner will ensure that the purchased product(s) are sent to Supplier. Webshop Owner
cannot be held responsible for lost or damaged returns and shall not reimburse shipping costs, as
they are to be borne by Supplier.

3.2Webshop Owner is allowed to change or amend the Services. Webshop Owner is also allowed to
cease providing the Services to Supplier at any time, without becoming liable for any consequences
resulting therefrom and without being required to pay any compensation to Supplier.

4. NATURE AND EXTENT OF THE SERVICES

4.1The Services shall be provided in accordance with the terms of this Agreement. It is agreed that
none of the terms of this Agreement shall be interpreted as an obligation to Webshop Owner to
provide the Services. Webshop Owner will provide the Services through its own personnel as
independent entrepreneur, in its own name and on its own responsibility and account.

4.2 It is understood that no exclusivity is granted to either party: Supplier is allowed to appoint any
other agent or other third party to perform services similar to the Services, Webshop Owner may
provide the Services to other parties.

4.3Supplier shall, on a timely basis, provide to Webshop Owner any and all information that is
reasonably necessary to provide the services. Supplier will take into account all relevant laws and
regulations in force in the Netherlands with regards to the products Supplier sells in the Netherlands,
in particular with a view to product liability, competition law, privacy and intellectual and industrial
property law including copyright law.

4.4Webshop Owner may use Supplier’s trademarks, trade names or any other symbols for the
purpose of identifying, advertising and selling of the products, within the scope of this Agreement. In
case of expiration or termination for any reason of the present Agreement, the right to use Supplier’s
trademarks, trade names or symbols shall cease.

5.COMPENSATION
5.1Webshop Owner finances its activities out of the difference between the sales price End
Customers pay and the purchase price owed to Supplier. Webshop Owner will therefore receive this
difference in price as a compensation from Supplier for the Services provided.

5.2Webshop Owner shall have the right to cease providing the Services or any part thereof, if the
costs related to the Services are higher than expected, due to excessive complaints and/or a high
amount of returns as a result of poor product quality or other circumstances related to the products
from Supplier. Webshop Owner can also choose to negotiate a fair compensation for the handling of
complaints and returns and/or demand from Supplier that it fully handles the complaints and returns
itself.

6. TERMS AND CONDITIONS

6.1Supplier unequivocally agrees that the terms and conditions provided by Webshop Owner will
apply to the sale of the products to End Customer.

7. LIABILITY AND INSURANCE

7.1Supplier is responsible for the quality of its products and will ensure that its products meet all EU
product requirements. Webshop Owner will not be obligated to pay for non-conforming products.
Supplier is responsible for the replacement of non-conforming products with products that conform
to the applicable EU legal requirements.

7.2Supplier warrants and represents to Webshop Owner that it has taken out all insurances
necessary to cover any risk of civil liability for damages that Supplier may cause to Webshop Owner
or to third parties violating any warrant or commitment undertaken with this Agreement.

7.3Webshop Owner shall be indemnified and shall be hold harmless from any liability, loss, claims or
losses which Webshop Owner may incur or has incurred as a consequence of: product liability claims
(regarding products manufactured or supplied by Supplier), requests or claims from local authorities
in the Suppliers country of origin (in relation to the Services) and any negligence on the part of the
Supplier or its subcontractors (whether trough an act or omission, imprudence or fault).

7.4Until the product(s) are delivered to the End Customer, all risk and titles to the product(s) stay
with the Supplier. Webshop Owner will at no point be passed the risk in the product or be liable in
any other way for loss or damage during transport or at any other point. Supplier will take care of
packaging and labelling of the product in a correct manner, ensuring that the products arrive
undamaged. Supplier will provide the needed documentation in order to enable delivery of the
products.

7.5Supplier warrants and represents to Webshop Owner that none of its products interferes in any
way with third party industrial and intellectual property rights (trademarks, utility models, patents,
designs and models and copyright) or other prior third party rights. Supplier unequivocally agrees
that Webshop Owner shall be indemnified and shall be kept indemnified against all or any costs,
claims, damages or expenses incurred by Webshop Owner, or for which Webshop Owner may
become liable, with respect to any intellectual property infringement claim (including but not limited
to trademarks, utility models, patents, designs and models and copyright).

8.REPRESENTATIONS AND WARRANTIES

8.1Each Party represents, warrants and undertakes to and with the other party that:
− It has the power to enter into, exercise its rights, perform and comply with its obligations under
this Agreement;

− Its entry into, exercise of its rights and/or performance of or compliance with its obligations under
this Agreement do not and will not violate, or exceed any power or restriction granted or imposed
by:

▪ Any law, regulation, authorization, directive or order (whether or not having the force of law) to
which it is subject;
▪ Its constitutive documents, where applicable, or;
▪ Any agreement to which it is a party or which is binding on it;

− All actions, conditions and things required to be taken, fulfilled and done (including, without
limitation, the obtaining of any necessary authorizations and licenses) in order to enable it lawfully to
enter into this Agreement, exercise its rights, perform and comply with its obligations under this
Agreement and to ensure that the obligations hereunder are legally binding and enforceable, have
been taken, fulfilled and done;

− In accordance with the terms of this Agreement, the obligations of each Party under this
Agreement are valid, binding and enforceable.

9.CONFIDENTIALITY

9.1For purposes of this Agreement, “Confidential Information” of a Party shall include all information
or material disclosed (orally or in writing) by such party to the other Party during the term in
connection with this Agreement, whether or not labeled with the word “Confidential” or some
similar warning.

9.2In maintaining the confidentiality of the Confidential Information of a Disclosing Party, each
receiving Party shall treat this information as confidential and not use this information, except as
expressly permitted under this Agreement or with the prior written consent of providing Party. The
receiving Party shall exercise the same degree of care that such person exercises with respect to its
own Confidential Information of a similar nature, and in no event less than a reasonable degree of
care.

9.3The Parties agree that each shall treat the terms and conditions of this Agreement, but not the
existence of this Agreement, as Confidential Information and that no reference to the terms and
conditions of this Agreement or to activities with regard thereto shall be made, in any form public or
commercial advertising without the prior written consent of the other Party.

9.4Upon termination of this Agreement for any reason, each Party shall immediately return all
Confidential Information of the other Party, including all copies thereof, that the Party has under its
possession or control, or destroy or clean out its own system and files of any Confidential
Information and deliver to the other Party a written certificate signed by an official of such Party that
aforementioned destruction and cleaning out has been carried out.

10.PRIVACY AND DATA PROTECTION


10.1If Supplier receives, has access to or processes personal data from any of the customers that
purchase its products (“Personal Data”) it may be subject to applicable laws restricting collection,
use, disclosure, processing and free movement of personal data, especially the GDPR (Regulation
(EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of
natural persons with regard to the processing of personal data and all the free movement of such
data, and repealing Directive 95/46/EC (General Data Protection Regulation)). Supplier will comply
with all applicable laws relating to its privacy and data protection obligations under this Agreement
and with respect to the Services, including the GDPR.

10.2The Parties to this Agreement will determine whether each of them is to be considered as a
controller, or whether they are deemed to be “joint controllers” as meant in article 26 of the GDPR. If
the Parties are joint controllers, they will lay down their mutual rights and obligations as joint
controllers in a separate Agreement, which covers subjects such as responsibility for the lawful
processing of personal data, informing users about the use of their personal data, the security of
personal data, ensuring service users can exercise their rights and applying any other relevant
provisions of the GDPR.

11.MISCELANNEOUS

(A)No amendment, supplement or change, nor any alleged waiver of provisions of, or rights with
regard to this Agreement shall be binding on any of the Parties, except pursuant to a written
instrument signed by all Parties.

(B)Neither Party shall be entitled to assign or transfer (or cause to be transferred, whether by specific
or general title) this Agreement or any of its rights, duties and obligations that are below mentioned,
without prior written consent of the other Party.
(C)Unless expressly stated otherwise in this Agreement, each Party shall bear its own costs and
expenses concerning the preparation, negotiation, signing and implementation of this Agreement.

(D)This Agreement may be executed in any number of counterparts, each of which when executed
and delivered shall constitute a duplicate original, but all counterparts together shall constitute a
single agreement.

(E)Unless this Agreement expressly provides otherwise, this Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Agreement.

(F)Failure of either Party to perform under this Agreement shall not subject such Party to any liability
to the other if such failure is caused by acts such as, but not limited to, acts of nature, fire, explosion,
flood, drought, war, riot, sabotage, embargo, strikes or other labour trouble, compliance with any
order or regulation of any government entity, or by any cause beyond the reasonable control of the
Parties, provided that written notice of such event is promptly given to the other Party. The Party
claiming force majeure shall exercise all reasonable efforts to eliminate the force majeure event and
to resume performance of its affected obligations as soon as practicable. If a force majeure event
continues for more than 30 days, either part may give notice to the other to terminate this
Agreement.

(G)This Agreement shall be governed by and construed in accordance with the laws of the
Netherlands. Any disputes arising out of or in connection with this Agreement, including regarding
the existence, validity or termination of this Agreement, are subject to the exclusive jurisdiction of
the competent courts of Amsterdam, the Netherlands.
(H)The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute
a partnership or joint venture between the Parties, or constitute any Party to be the agent of the
other Party for any purpose. Supplier neither appoints Webshop Owner as its agent nor authorizes
Webshop Owner to hold itself out as its agent. Supplier does not convey to Webshop Owner any
property interest in the corporate name, trademarks, or goods of Supplier.

(I)In the event that any one or more of the provisions contained in this Agreement shall be found by
a court, arbitrator or governmental entity to be invalid, illegal or unenforceable in any respect, then
to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect
or impair the validity, legality or enforceability of any other provision of this Agreement. Parties shall,
at the request of either of them, negotiate in good faith to agree on changes or amendments to this
Agreement that may be required to carry out the intention and accomplish the purpose of this
Agreement.
(J)Except as otherwise provided in this Agreement, and to the extent permitted by Applicable Laws,
each of the Parties hereby waives its right, if any, to annul, rescind or, after completion, nullify, in
whole or in part, or to demand in legal proceedings the rescission, in whole or in part, or, after
completion, nullification of, this Agreement, whether on the basis of error or otherwise, or to cancel
this Agreement. Termination of this Agreement is possible with due observance of the requirements
of Clause 6 of this Agreement.
(K)Any notice to be given by a Party pursuant to this Agreement shall be in writing and shall be
deemed duly served if delivered personally or sent by fax or by prepaid registered post to the
address of the applicable Party or as duly changed after the date of this Agreement. Any notice
delivered by hand or courier service shall be deemed to have been received or served when
delivered.
Any notice sent by fax shall be deemed received or served when dispatched (as evidenced by a
positive facsimile transmission confirmation report) and any notice served by registered post shall be
deemed received or served on the third Business Day after posting to an address in the same country
as that in which it was posted or on the fifth Business Day after posting to an address outside such
country.

Any notice or other communication not received on a Business Day or received after 17h00 on any
Business Day in the place of receipt shall be deemed received on the next following Business Day.
The foregoing shall not apply in relation to the formal service of documents for the purpose of
litigation.

(L)Each party hereto shall, at its own cost and expenses do and perform all such further acts and shall
execute and deliver all such other agreements, certificates, instruments and documents as either
party hereto reasonably may request in order to carry out the intent and accomplish the purposes of
this Agreement.

IN WITNESS HEREOFF, the Parties hereto have caused this Agreement to be duly executed as of the
date first above written.

On behalf of Supplier: On behalf of Webshop Owner:

Lisa Lau
SCHEDULE A

DEFINITIONS

In this Agreement including its recitals:

After-sales Support shall mean any service provided after an End Customer has purchased a product

Agreement shall mean this Service agreement and all of its recitals, as it may be supplemented or
amended from time to time by the Parties in accordance with the terms hereof

Business Day shall mean any other day than a Saturday, a Sunday and a public holiday or a day on
which banking institutions in the Netherlands are authorized or obligated by law or executive order
to close.

Clause(s) shall mean a clause (or clauses) of this Agreement

Confidential Information shall have the meaning given to this term in Clause 9.1 of this Agreement

End Customer shall mean the person or legal entity purchasing from Supplier through Webshop
Owners website

Party (Parties) shall have the meaning given to this term in the introduction of this Agreement

Services shall mean the Services described in Clause 3 of this Agreement

Signing Date shall mean the date of execution of this Agreement, as written above

Starting Date shall mean the date as of which the Services are being performed, which is [“DATE”]

Term shall mean the term of this Agreement described in Clause 2 of this Agreement.

SCHEDULE B

CONSTRUCTIONS

Unless a contrary indication appears, any reference in this Agreement including its recitals to:

a. references to "writing" shall include emails, but only to the extent that receipt of the email is
acknowledged. The risk of emails not reaching their destination or being corrupted is for the sender;

b. a reference to a person includes any individual, company, government, state or agency of a state
or any joint venture, association or partnership (whether or not having separate legal personality);
and

c. references to any Dutch legal term shall in respect of any jurisdiction other than the Netherlands
be construed as a reference to the term or concept which most nearly corresponds to it in that
jurisdiction.
d. The intention of the Parties as expressed in this Agreement and any English legal terms used in this
Agreement should be interpreted in accordance with the Dutch legal equivalent thereof.

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