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DROPPE INDUSTRIAL MARKETPLACE – BUYER TERMS OF SERVICE

1. OVERVIEW

Welcome to Droppe, an online wholesale marketplace helping businesses to order wholesale from some of Europe's best workwear, packaging, and equipment manufacturers (the "Service" ). The Service is fully owned and operated by Droppe Oy (business-ID 3130765-4) incorporated and existing under the laws of Finland having its registered address at Lapinlahdenkatu 16, 00180, Helsinki, Finland, and its subsidiaries (" Droppe" or " our", " us", and/or " we").

Your access to and use of the Service is subject to the following Buyer Terms of Service. These Terms along with the General Terms of Service govern the purchase of Products and your obligations as a Buyer.

The terms "you" and/or "your" refer to you as a user of the Service as a Buyer. Please read these Terms carefully before accessing or using the Service. If you do not accept these Terms in their entirety, you may not access or otherwise use the Service. Your access to or use of the Service (access to or use of the marketplace) signifies your approval of these Terms, which constitute a legally binding agreement (the "Agreement") between you and Droppe.

By using the Service, you represent and warrant that you are a Buyer operating in the form of a company or other legal entity. The Service may not be used by consumers.

As the person who is entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that party to these Terms and, in these Terms, "you" and "your" will refer and apply to that party.

2. DEFINITIONS

"Buyer" means your buyer entity that purchases Products through the Service for the purpose of operational use or resale.

"Products" means the Supplier's products that are offered to be sold and/or sold through the Service to Buyers.

"Supplier" means a business entity the Products of which are offered to be sold and/or sold through the Service to Buyers.

"Terms" means these Buyer Terms of Service, which incorporate our policies, as well as any amendments or modifications to such policies, published on the Service from time to time.

3. USING THE SERVICE AS A BUYER

3.1 Buyers may access and use the Service without registration, including buying Products through the Service. To purchase Products through the Service as a Buyer, you simply need to enter the details required by Droppe on the checkout pages. Droppe shall be under no obligation but has the right to retain records of your previous orders.

3.2 You agree that you are responsible for verifying that the Products you wish to order through the Service are suitable for your intended purposes and use. Droppe shall not be obligated to ensure that the Products sold through the Service comply with all laws, rules and regulations related to, for example, safety, labelling, testing, warning and import or export. Droppe shall not be liable for ensuring that the Products do not infringe upon the intellectual property, publicity or other rights of others, do not contain false, inaccurate or misleading information and/or are allowed to be sold from the Supplier's jurisdiction and/or into your jurisdiction. You expressly release Droppe from any liability with respect thereto.

3.3 All prices stated on the Service are valid until further notice and Droppe and the Suppliers have the right to change the prices at any time. The prices of the Products do not include delivery costs. Delivery costs are charged separately unless stated otherwise.

3.4 By using the Service, you acknowledge that Droppe may use the name and/or logo of the Buyer Company represented by you to create marketing materials and/or to display on our website and/or blog.

4. ORDERS

4.1 By placing an order on the Service, you agree to buy the Products you have ordered in accordance with these Terms.

4.2 An order placed by you on the Service is not yet binding upon Droppe or the Supplier. Droppe will send your order details to the Supplier in order to receive confirmation, rejection or a modified counter-offer from the Supplier, whereafter Droppe will confirm, reject or send you a modified counter-offer by email as soon as practicably possible and at the latest within two (2)business days from the placement of your order. You agree to review and confirm or reject a counter-offer within no more than two (2) business days. If you do not reject the counter-offer, the counter-offer will be assumed to be accepted on your part and the order will become binding accordingly. A business day begins at 9 am and ends at 5 pm Eastern European time. If you e.g. receive a counter-offer email on Friday at 3 pm EET, you may reject the said counter-offer until Tuesday at 2.59 pm EET. If you receive a counter-offer email on Wednesday at 7 pm (after business hours), you may reject the said counter-offer until Friday at 5 pm EET.

4.3 When we send you an order confirmation, we will also provide you with the estimated delivery date and a tracking number, if such are available. You accept and agree that tracking of the shipment is not always available.

4.4 Orders cannot be cancelled after the order has been confirmed by us to you or by the Supplier to us. You do not have a right to cancel an order before that either. However, if you wish to cancel an order and the order has not yet been confirmed by us, please send us an email detailing what part of the order you wish to cancel and we may be able to cancel the order, even though we do not guarantee that we will cancel it.

4.5 Suppliers may specify a minimum euro amount a Buyer must spend on a Product before a Supplier is willing to sell the Product to a Buyer. The amount set for each Product and by each Supplier may vary between Products and Suppliers.

4.6 All orders are subject to availability and confirmation of the order price. Droppe will encourage Suppliers to have sufficient inventory to sell Products to Buyers. Droppe does not guarantee a Supplier's inventory or that there will be enough Product to sell to you.

4.7 You agree that Suppliers may refuse to accept your order and Droppe may reject an order of Products, in full or partially, for any reason.

4.8 You may be sold or given Product samples or small test quantities. If you have agreed with Droppe that a sale of Product(s) is a sale of samples, you may return (at your own cost) the part of the sample Product(s) that you do not wish to keep by notifying us thereof within 10 days from the date you received your order. We will process your refund for the returned sample Product(s) within 14 days from our (or the Supplier's, if applicable) receipt and approval of your return). Only unused sample Products and unopened sample Product packagings may be returned.To process a return of sample Products, kindly contact Droppe at ask@droppe.fi before you return the Product.

4.9 Title to the Products ordered by you is transferred to Droppe from the Supplier when the sold Products are physically received by you. Title to the Products shall thereafter pass from Droppe to the Buyer upon your payment of the purchase price of all Products in the same order and the applicable shipping costs. The purchased Products are at the risk of the Buyer when the Products have been delivered to the delivery address provided by you or physically handed over to the Buyer. The risk of the Products shall not at any time transfer to Droppe, but always directly from the Supplier to the Buyer.

4.10 You agree that you will place all orders for a Supplier's Product through the Service for any Supplier that you are first introduced to through the Service and by Droppe. You acknowledge and agree that you will not influence Suppliers, or otherwise circumvent Droppe's process or the Service, by transacting orders with Suppliers you were introduced to through the Service outside of the Service. Failure to comply with this provision may result in your inability to purchase Products on the Service in the future.

5. PAYMENT

5.1 You agree to use an approved payment method to pay for the Products purchased by you, and any applicable taxes and other fees that may accrue.

5.2 Droppe reserves the right to correct any errors in pricing even after an order has been placed.

5.3 All prices and fees displayed in the Service are exclusive of VAT unless otherwise indicated.

5.4 Third-party service providers may be used for payment processing, fraud alerts and the payment of funds. You acknowledge and agree that Droppe may share information about you with such payment processors in order to complete any transaction.

5.5 Droppe shall have the right at its own discretion to offer flexible payment terms. If you are eligible for Net 30 from the order, invoices are due 30 days after the order is placed by you. If you are ineligible for flexible payment terms, you shall be required to make the payment before the ordered Products are shipped by the Supplier.

5.6 You acknowledge and agree that if you fail to make any payment when due, Droppe shall have the right, but no obligation to at its sole discretion demand immediate payment of all outstanding invoices, cancel or suspend any pending orders and suspend or revoke line of credit without any liability for Droppe or any third party. Droppe shall have the right to turn over the account to a debt collection agency or seek legal or other remedies to collect the outstanding debt from the Buyer.

5.7 Droppe shall have the right, but no obligation, to at its sole discretion agree on an alternative payment plan with the Buyer.

5.8 8 % interest on overdue payments shall accrue.

6. SHIPPING

6.1 You agree to provide a valid, physical address to receive any Product that you order through the Service. You may order to an address located in the European Union. If you wish to order Products to an address located outside the European Union, please reach out to us by email. Droppe does not offer drop shipping to Buyers. Products are always shipped and cannot be picked up from the Supplier or Droppe, unless separately agreed in writing between Droppe and the Buyer.

6.2 You are responsible for and agree to pay for all shipping costs displayed on your invoice. In case you have agreed with us upon delivery to an address located outside the European Union, you are also responsible for paying any customs and/or duties.

6.3 You agree that the Products will be shipped by the Suppliers using a logistics company chosen by the relevant Supplier. You acknowledge that the time it takes for a Supplier to ship a Product varies between Products and Suppliers. If you order Products of different Suppliers in the same order, the Products will arrive as different shipments from each Supplier and at different times. Even if you order Products of only one Supplier, your order may be sent in several different shipments and all Products may not arrive on the same date. Average lead times are displayed on the Service on the product page of the relevant Product and/or during checkout. The average lead times and other provided shipping times are estimates.

6.4 Once the Supplier accepts the order, the expected shipping date may be updated. When possible, you can ask to be notified once the Product has been shipped and for a tracking number to be provided if available.

7. RECEIPT OF ORDER AND CLAIMS

7.1 As soon as the Products are delivered to the delivery address provided by you or delivered into the physical possession of the Buyer, you are required to check that the delivered packages are undamaged and that there are no external damages. If any package is damaged, the Buyer is obligated to open the delivery packaging immediately and to examine the condition of the Product. If any delivery package or any Product seems to have been damaged during transportation, the Buyer must ask the representative of the logistics company that performed the delivery to make a note of the damage in question on the delivery note before the representative leaves or before the Buyer leaves the pick-up point, as applicable.

7.2 Promptly upon receipt of the delivery, the Buyer shall also check that the delivery contains all the ordered Products and that the Products are faultless. You shall always examine the Products carefully before taking them into use, as you cannot file complaints about Products taken into use.

7.3 Please take a few photographs clearly illustrating the damage of the damaged packaging and/or Products right after receiving the delivery.

7.4 If you notice a defect/non-conformity in the delivery or a Product, you shall always make a claim to Droppe by the end of the second business day following upon the date on which all the Products of the order were delivered to the delivery address provided by you or delivered into the physical possession of the Buyer. The claim shall be sent by email to ask@droppe.fi and be a detailed claim, including your demands and a description of the Products and the issue complete with photographs illustrating the issue. You must keep every damaged delivery package and Product until your complaint has been processed.

7.5 Unless you have presented a claim regarding a Product within the aforementioned timeframe, you shall be deemed to have lost your right to present any claims in respect of that order/Product and the order/Product shall be deemed non-defective and accepted by you.

7.6 For any claims or disputes regarding an order or Product, you agree to try to resolve the matter firstly by contacting Droppe. Droppe will use good faith efforts to assist you and the applicable Supplier to resolve such dispute. You acknowledge that Droppe has no duty or obligation to resolve any issues related to a Supplier, even though we use good faith efforts to assist you. You indemnify and hold Droppe harmless from all liabilities relating to disputes with a Supplier.

8. RETURNS, REFUNDS AND CANCELLATIONS

8.1 Please see Section 4.3 above regarding cancellation of a placed order. You do not have a general right to cancel an order after it has been placed by you.

8.2 You do not have the right to return ordered Products nor receive a full or partial refund for ordered Products. However, in case a Product purchased by you is defective i.e. doesn't conform with the purchase contract, you may return the non-conforming Product and receive a refund for the defective part of the order. For clarity, the Supplier is liable for paying for the refund. A Product purchased by you is defective i.e. doesn't conform with the purchase contract if it materially deviates from the specifications displayed on the Product's product page on the Service at the time of your order or if the Product has been damaged in transit before being handed over to you (as proven by a report of damaged delivery made by you to the logistics company). To be eligible for a return, the Product must be unused, in the original packaging and in the same condition as you received it.

8.3 If a Product you have received is eligible for a return and refund as described above, you shall send us an email at ask@droppe.fi detailing the reason for the return and your refund request at the latest on the second business day following upon the date when the relevant Products were delivered to the delivery address provided by you or physically received by you. If the shipments received by you do not contain all the ordered Products, you shall also send us an email detailing the reason for the refund request at the latest on the second business day following upon the date when all Products of the same Supplier included in the same order were delivered to the delivery address provided by you or physically received by you. If we ask you to provide us further information or photographs of the Products you wish to return, you shall comply with such request.

8.4 In case delivery of a Product to the custody of the Buyer has not been attempted within twenty (20) business days from thedate displayed in the relevant order confirmation or a later date informed by Droppe, you may cancel the undelivered part of the order by emailing us about the non-delivery. If you later receive the Products, you must inform us promptly about the receipt and agree to send the Products back to the Supplier at the Supplier's cost or if you wish to keep the Products, pay the originally agreed price of the Products on the set due date.

8.5 If the defect or excessive delay or a combination of them doesn't apply to the entire order, but only part of the Products, the non-defective and non-delayed Products belonging to the order cannot be returned/canceled. The Buyer shall be obligated to pay the originally agreed price for all Products that it keeps and doesn't return, regardless of whether the Products are delayed/defective or not.

8.6 You agree that if you do not timely report an issue with an order, the order shall be deemed complete and satisfactory.

8.7 When Products are returned by a Buyer, the Buyer agrees to follow all instructions provided by Droppe (or the Supplier, if Droppe has instructed you to handle the return with the Supplier) as regards the return and return shipping, e.g. choice of shipping provider and method of shipping as well return address. The Buyer shall keep the receipt of shipment and may be asked for it to prove that the return shipping has been made. The Buyer shall be reimbursed for the shipping costs of eligible returns, provided that the shipping instructions of Droppe (and the Supplier, if applicable) have been adhered to. Droppe shall have the right to, at its sole discretion, to decide whether a return shall be made to Droppe or the Supplier.

8.8 Once your return is received and inspected, we will send you an email to notify you that we or the Supplier, as applicable, have received your returned Product. We will also notify you of the approval or rejection of your refund. If the refund is approved, it will be processed, and a credit will automatically be applied to your original method of payment, within 15 business days.

8.9 The Buyer shall have no other rights in relation to defective, missing or excessively delayed Products than those set out in this Agreement. The Buyer doesn't accordingly have the right to demand that the defect of a Product is remedied or that substitute Products shall be delivered. . Droppe and the Supplier shall, however, have the right to remedy the defect or deliver substitute Products, but is not obligated to offer such.

8.10 To process a return, kindly contact Droppe at ask@droppe.fi.

9. DATA PROTECTION

9.1 Droppe collects and processes data, including personal data, in relation to your use of the Service, such as contact details and payment details. Droppe processes such personal data in accordance with its privacy policy in force from time to time.

10. COMMUNICATION BETWEEN BUYERS AND SUPPLIERS

10.1 In case you need to contact a Supplier regarding a Product or a purchase of Products, please contact Droppe so that Droppe can directly reply to you or deliver your message to the Supplier, if needed. Buyers and Suppliers cannot contact each other directly through the Service. We strive to reply to you and to answer any Service- or Product-related questions you may have, but we do not guarantee that your question is answered, your issue is resolved or a specific response time.

11. PRODUCT CONTENT

11.1 Droppe displays various content related to the Products, including photographs, product descriptions and any other related content for sale on its Service. You acknowledge and agree that Droppe is not responsible, nor shall Droppe be held liable, for any content, and Droppe makes no representation or warranty that the content does not infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libellous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation. The relevant Supplier shall in all cases be liable for all texts, photographs, product descriptions and other possible content displayed on each Product's product page on the Service.

12. POSSIBLE WARRANTIES

12.1 A Supplier may, at its discretion, provide a commercial voluntary warranty for a Product. The Supplier is in such a case solely responsible for communicating the applicable Product-specific warranty terms to the Buyer. Droppe is not responsible for any warranties and Droppe does not grant any warranties for any Products. The Supplier is solely responsible for any warranties, and any claims or disputes in relation to any warranties shall be handled directly between the Buyer and the Supplier.

13. LIMITATION OF LIABILITY

13.1 Droppe has no other obligations or liabilities than those that have expressly been agreed upon in these Terms. The Buyer is responsible for the use and utilisation of the Service and contents of the Service and for the assessment of the impact of the Service and the content of the Service on the Buyer's operations.

13.2 The limitations of liability agreed upon in the General Terms of Service (Section 17 Limitation of Liability) shall apply to this Agreement in their entirety.

14. MODIFICATIONS TO THE TERMS

14.1 Droppe reserves the right to modify these Terms and/or to impose new terms and conditions concerning the Service from time to time. Such modifications or additions shall be effective 30 days from the date a notice regarding the new Terms or other new terms and conditions was made available in the Service or otherwise to you.

14.2 We suggest you review these Terms periodically. Continuing use of the Service after notice of modifications or additions to these Terms or new terms and conditions shall constitute and be deemed to be your agreement to such modifications or additions or new terms and conditions. If you do not want to accept these Terms or their modifications or additions or new terms and conditions, you must inform us thereof by email and cease to use the Service before such changes take effect, and Droppe has the right to cease your use of the Service. Regardless of the above, you are always obligated to carry out any initiated transactions (including e.g. payment of ordered products).

15. TERMINATION

15.1 If you breach any part of these Terms, Droppe has the right to with immediate effect terminate this Agreement and/or the General Terms of Service, at its sole discretion and without prior notice to you.

15.2 Droppe reserves the right to revoke your access to and use of the Service at any time, with or without cause.

15.3 You may terminate your relationship and this Agreement with Droppe at any time by contacting Droppe's support team at ask@droppe.fi.

15.4 In the event this Agreement is terminated, you will remain liable for all amounts due hereunder. The termination shall take effect only once all your contractual obligations, including e.g. payment obligations in relation to any initiated transactions have been fully and finally completed, unless you have breached the Agreement and Droppe informs you in writing that the transaction is canceled, which right Droppe shall have.

15.5 Droppe has additionally the right to terminate the Agreement at any time and for any reason upon 30 days' written notice.

16. ADDITIONAL TERMS

16.1 You acknowledge and agree that the terms and conditions of Droppe's General Terms of Service apply to you in addition to this Agreement and that if a matter has not been otherwise agreed upon in this Agreement, the term of the General Terms of Service shall apply as if it was a term of this Agreement. Such terms are e.g. Sections 18 (Export Control), 19 (Notices), 20 (Governing Law and Dispute Resolution) and 21 (Miscellaneous).

16.2 The terms of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

CONTACT US

Droppe Oy
Lapinlahdenkatu 16
00140 Helsinki, Finland
ask@droppe.fi