Additional Terms for Retailers

1. Introduction

These additional terms for Retailers (“Retailer Terms”) apply to the use of the Services and the Platform and by a Retailer, in particular the purchase of goods as a Retailer through the Services and shall integrally form part of the Terms.

2. Account Registration – Retail Account

1. Retailer Account. To purchase goods through the Services as a Retailer, you must register, create a retailer Account and your application must be approved by Draply (“Retailer Account”), as further set forth in the Terms. We reserve the right to deactivate your Retailer Account if we find that you are in breach of these Retailer Terms.
2. Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (authorized subscription boxes and booths may also qualify at our discretion). You must also have, and upon request provide proof of, a valid reseller’s permit or ID.
3. Registration. When you sign up as a Retailer, you will be required to submit customary information such as your first and last name, store type (e.g., online, brick & mortar), email address and other information about your business. Before you make your first purchase as a Retailer, you may be required to provide additional information such as payment method information, reseller ID number and related documentation and any other information as may be required by Draply or any payment processor.
4. Representation. The Retailer warrants that it is fully authorized to enter into this Contract, to place Orders and to purchase Goods on the Platform, and that it is not aware of any restrictions with respect to the purchase of the listed Goods to in the region of delivery and or region where the Retailer is registered.

3. Use of the Platform 

1. Retailer Rights. Draply allows the Retailer to place Orders with the goal of buying Goods on the Platform.
2. Right to Refuse. You acknowledge and agree that Draply may cancel a purchase for any reason.
3. Duty to Notify. You agree to immediately notify Draply in the event that another User proposes to make or receive a payment outside of the Platform in violation of this section by sending an email to abuse@draply.com.
4. Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including VAT and sales taxes, as well as any other payments or filings required under applicable law. All our fees are exclusive of VAT unless otherwise indicated.Specific VAT rates will vary depending on the routing of the product, which is based on the location of Brand (the origin of the product) and Retailer (the destination).
5. License on Product Content. Draply hereby grants to the Retailer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and royalty-free license to use the Product Content. This license is limited to Product Content relating to Goods that the Retailer has validly purchased on the Platform and solely for the purpose of reselling the Goods. Draply is entitled to revoke this license when the Service Contract ends.
6. Information and statements on the Platform. All Product Content and other information and statements provided on the Platform concerning, amongst others, the characteristics of the Goods are made available by the Brand and do not constitute any obligation or commitment from Draply.
7. Disclaimer of warranties. Draply does not give any implicit or explicit warranty as to the quality, fitness or the delivery times of the Goods purchased by the Retailer on the Platform. Draply cannot be held liable by the Retailer for any acts or defaults of the  Brand and/or Manufacturer. The Retailer acknowledges that Draply does not have the power or control to inspect or verify any Goods sold on the Platform.
8. Representations and warranties. The Retailer represents and warrants that:
   (a) it shall not sell or distribute Goods Ordered on the Platform on any third party marketplace including but not limited to Amazon, Bol.com and eBay, without proof of consent from the Brand and Draply.
   (b) It shall keep fully confidential and not disclose to any third party the sale prices and applicable discounts relating to the Goods on the Platform, with the exception of the suggested retail prices (MSRP).
9. Indemnity. The Retailer hereby indemnifies and holds harmless Draply from any losses, liabilities, damages and costs resulting from (i) a claim from a Brand in connection with the use of the Platform by the Retailer and (ii) a claim from any third party in connection with a breach of the representations and warranties by the Retailer.

4. Orders and Payments

1. Placing an Order. By placing an Order which is accepted by Draply and the Brand, the Retailer enters into a binding agreement with Draply to purchase the Goods and to pay the purchase price for the Goods as both specified in the Order. The Order may be subject to additional terms and conditions.
2. Order Minimums. Brands may specify a minimum amount that Draply must spend on a specific order before a Brand is willing to to fulfil this order to Draply (an “Order Minimum”). This amount is set by each Brand and may vary between Brands. Brands have the option to set a different Order Minimum for first orders and reorders you place with them.
3. Inventory. Draply will encourage Brands to have sufficient inventory to enable Draply to sell goods to Retailers. However, Draply does not guarantee a Brand’s inventory.
4. Invoicing. When a Retailer places an order with Draply, a proforma invoice is emailed to the Retailer – this is a non-active invoice that lists all the products ordered. When the shipment is sent from the Brand to the Retailer, the active retailer invoice is created for the products in the shipment. Where possible, the email will also include a tracking & tracing link (‘shipping link’) for the shipment (or multiple T&T links in case of multiple shipments).
5. Vouchers. Vouchers will be “applied” in the first invoice that is created, up to the amount of the value in the invoice. If the voucher value is higher than the amount of the invoice then the remaining voucher value will be applied in the next invoice.
6. Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card but excluding pre-paid cards) with your Retailer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the Goods purchased, and any applicable taxes and other fees that may accrue, and you authorize any Brand, Draply and any payment processor for any of them to charge the payment method with any payment due from you using the information you have supplied to Draply, and/or (where applicable) to credit that payment method and/or to make any adjustments if necessary. Draply reserves the right to correct any errors in pricing.
7. Payment Processors. Third-party service providers may be used for payment card acquiring, fraud alerts, payment processing and the disbursement of funds to Draply from which you make purchases. You agree that Draply may share information about you with such payment processors in order to complete any transaction.
8. Conclusion of Order Contracts. When you purchase Goods offered by a Brand (a “Purchase”) through the Draply platform, Draply shall fulfill the Purchase and will purchase the same Goods from the Brand. Accordingly, where payment by you in respect of any Contract is made to Draply, this shall discharge your obligation for the Purchase to the extent of the amount so paid. Draply does not act as agent for you nor the Brand in relation to the negotiation or conclusion of, or any payment made under, any Purchase.
9. Payment timings. When you pay for any Purchase, Draply is granted a discretion to determine which of two payment timings shall be available to you:
   9.1 Payment before Shipment: You are required to make payment of the Purchase Price before the shipment of the Good; or
   9.2 Buy Now, Pay Later: Draply grants you a period of interest-free trade credit on the basis of which you are obliged to make payment of the Purchase Price a certain number of days after the date on which the Contract is concluded (also referred to as BNPL).
10. Buy Now, Pay Later
    a. Description. Draply enables selected Retailers to pay for an Order after delivery, usually 14, 30 or 60 days after delivery. This does not change the timing of payment to the Brand (see: Additional Brand Terms).
    b. Availability. In determining whether to make BNPL available to you in respect of any Contract, Draply will consider your credit standing and the aggregate amount outstanding from you in respect of all other Contracts under which payment has not yet been made in full (the “Outstanding Credit Amount”). Draply may in its discretion set a credit limit (the “Credit Limit”) which shall apply to all your Contracts such that, although you will generally be approved by Draply for the provision of BNPL, if the extension of BNPL to any new Contract will cause the Outstanding Credit Amount to exceed such Credit Limit, Payment on Shipment Terms shall be applied to that Contract. Retailers may reduce the Outstanding Credit Amounts by logging onto your Retailer Account and paying down amounts outstanding under other Contracts. Draply reserves the right to change any Credit Limit from time to time in its entire discretion and you may request an increase to your Credit Limit through your Retailer Account. Draply may also apply a maximum Contract purchase price size for Contracts to which BNPL may be applied. You agree that you will not create multiple accounts in an attempt to circumvent spending limits.
    c. Invoicing. If the invoice created is a BNPL invoice (and thus needs payment) then an additional email is sent, which contains SEPA instructions and link for direct payment options. Buy Now Pay Later payments will follow the invoices, so the retailer will only need to pay the goods that have been shipped to them.
    d. Payment due. Upon placing an Order using BNPL this Order can no longer be modified by the Retailer and the Order becomes binding to the Retailer.
    e. Payment conditions and handling fees for late payment. Payment becomes due such a number of days after receiving the first shipment of the Order as specified in the BNPL terms.
    f. Collections of the BNPL accounts receivables from the Retailers are handled by the external service providers (Payment service providers) listed in the Data Processing Agreement. Retailers acknowledge that the amounts owed to Draply are ultimately owed to the aforementioned external parties, and agree that Draply can cede the amounts due to these external Payment service providers.
11. Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make payment when due of any part of the amount owing under these Terms, Draply may:
    a. on behalf of the parties to whom the amount is payable, give notice making the whole of the amount and any other amount payable by you under these Terms due and payable immediately (if not so already);
    b. cancel or suspend any Purchase;
    c. temporarily suspend or permanently terminate your Retailer Account;
    d. Immediately reduce any Credit Limit to zero;
    e. apply any amount in Draply’s possession or control which is owed to you toward reduction of the outstanding amount; and/or
    f. declare that interest shall accrue on any amount outstanding from you at the rate of 8% per annum from the due date of such amount to its date of payment.
    g. charge the statutory handling fees for late payment with a minimum of 40 euro
    h. reserves the right in these circumstances, acting on behalf of the relevant creditor, to turn over the collection of any amount due from you to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt.
12. Indemnity. You acknowledge that, if you fail to make payment when due under these Terms, Draply may, as a matter of good platform management, make payment of the amount due to the relevant creditor (the “Discharged Creditor”). You acknowledge and agree that to the extent that Draply does this, you shall be liable to Draply in the same amount and to the same extent as you were liable to the Discharged Creditor and you shall indemnify Draply against any costs, detriment, damage or losses which it suffers as a consequence of your non-payment of any part of the outstanding amount owing under these Terms when due.
13. Third-Party Financing and Credit Limits: 
    13.1 Draply may partner with third-party financing companies and credit providers to offer credit limits and extended payment terms to Retailers. To determine whether to make credit limits available to a Retailer, Draply may share Retailer’s information with such third-parties, and receive information about Retailer from such third-parties. The decision to offer a credit limit and extended payment terms to a Retailer will be at the sole discretion of Draply and its third-party partner.
    13.2 Agreement to a credit limit offered by the third-party financing company by a Retailer may be subject to a separate contract with terms & conditions as defined by the third-party financing company.
    13.3 The credit limits offered by the third-party financing company to the Retailer will be separate from the credit limit offered by Draply and cannot be combined together when making a purchase.
    13.4 The Retailer will be required to settle the invoices and any outstanding credit limits of Draply and the third-party financing company separately as defined in their respective terms & conditions.
    13.5 In case of delay or failure to make payments, Draply and the third-party financing company can initiate actions separately or jointly to recover the outstanding amounts from the Retailer.
    13.6 Purchase on account for business customers via Billie: We offer businesses the option to pay the invoice amount by credit transfer only after receiving the goods and the invoice (“purchase on account”). In order to be able to provide you this offer, we cooperate with the financial service provider Billie GmbH. After a successful verification of your address and creditworthiness during the ordering process and after placing the order, we assign the payment claim to Billie GmbH. Please transfer the invoice amount within the payment period to the designated account, both listed on the invoice. The privacy policy of Billie GmbH can be found here: https://www.billie.io/datenschutz/kar/. If a business pays for an order using Billie, then it accepts Billie’s terms & conditions. Billie’s terms & conditions apply in addition to our privacy policy and our General Terms & Conditions.

5. Shipping and Delivery

1. Shipping. You agree to provide a valid, physical address to receive any product that you order through the Services. Draply does not offer drop shipping to customers of Retailers. Retailers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise. Shipping shall be arranged by the Brand, whereby products shall only be deemed delivered when they arrive at the retailer location with (any export duties and) shipping fully paid. Until this moment the handling of the products are the responsibility of the Brand. Draply offers Brands a ‘Fulfilment by Draply’ option whereby Draply coordinates shipping, but this does not transfer the responsibility for delivering the Goods, which remains with the Brand.
2. Shipping Costs. Unless Draply has authorized (partially) free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
3. Lead Times. You acknowledge that lead times vary on how long it takes for a Brand to ship a product. Average lead times are displayed on the Brand’s page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. Once the Brand has confirmed the order and the Goods are purchased from Draply , the expected ship date will be updated in your Retailer Account. You will receive a notice once the product has shipped, giving you a tracking number and specifying the shipping costs. This information is also available in your Retailer Account.
4. Obligation to Report. Retailer shall be obliged to report to Draply without delay, and in any case within 2 working days upon actual or claimed arrival in order to allow Draply to adequately follow up, any issues relating to:
   4.1 Non-delivery of Goods: Goods have not been delivered (yet) while the system (falsely) claims they have.
   4.2 Defective Goods: Goods that do not perform as (could be reasonably) expected
   4.3 Damaged Goods: goods that show apparent defaults (e.g. major scratches, breakage and/or unable to function)
   4.4 Counterfeit Goods or (suspected) counterfeit Goods; infringing on-, or suspected to infringe on the rights of a manufacturer and/or brand.
   4.5 Misrepresentation of Goods in product description on imagery
   4.6 Wrong Goods delivered, when what was delivered is not what has been ordered.
5. Refunds and Cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected shipment date, you must report the issue in any event within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. If you do not timely report the issue, the Goods shall be deemed delivered and satisfactory. Draply reserves the right to accept or reject any missing or damaged report filed by a Retailer in its sole reasonable discretion, including in the event Draply suspects any fraudulent activity. Draply’s decision whether to accept a damaged or missing claim shall be final.

6. Dropshipping Obligations & Liabilities

1. The following obligations and liabilities apply in addition to the Dropshipping Terms for any Retailer which makes use of Draply’s Dropshipping Service.
2. The responsibility and liabilities related to a sale to an end-consumer by the Retailer do not change as a result of using the dropshipping service. The retailer remains fully responsible for any returns, claims and risk related to this transaction. Using dropshipping does not shift these responsibilities from the Retailer to Draply.
3. It is the responsibility of the Retailer to stay informed on any changes in the product content, including ingredients and price, for products published via dropshipping in its webshop. Draply expressly does not accept any liability, monetary or otherwise, as a result of Retailer information being incorrect at a moment of sale.
4. The Brand will define a recommended MSRP for every product. The Retailer is free to determine the selling price that it charges for products to its end customers and it is expected that the Retailer will consider the MSRP of the product as suggested by the Brand while setting the selling price for the End customers.
5. The Retailer acknowledges and agrees that the Brand has the full right to determine which retailer they want to work with and are free to accept or decline Retailer orders without giving any prior notice or reason.
6. Unless otherwise indicated, Draply will collect the payment for the Total Order Charges from a Retailer at the time that Retailer submits the Retailer Order. Retailer Orders shall not be processed unless and until such time as the payment clears. In the event of delay in a clearing of payment (which may be outside of Draply’s control), Retailer Orders may be delayed or subject to cancellation without further liability of Draply. Failure of payment may result in not processing or cancellation of a Retailer Order without further notice to Retailer. It is Retailer’s responsibility to ensure that its payment details are complete and accurate and in good standing.
7. The Retailer will comply with all applicable laws and registration requirements of the countries where it markets the product. Any costs or fees arising from compliance with applicable law or mandatory registration are the sole responsibility of the Retailer. Under no circumstances will Draply be held liable for any non-compliance by the Retailer with its obligations.
8. The Retailer is obliged to offer its End Customers reasonable and expected levels of customer support, and it cannot refer its End Customers directly to Draply. In case of any order related queries or issues, the Retailer should contact the Brand via the Draply platform. Draply will try to ensure that the Brand is responsive and provides a solution in a timely manner.