DROPPE INDUSTRIAL MARKETPLACE – SUPPLIER 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 Supplier Terms of Service (“Terms”). These Terms along with the General Terms of Service govern the sale of Products and your obligations as a Supplier.

The terms “you” and/or “your'' refer to you as a user of the Service as a Supplier. 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 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 Supplier operating in the form of a company or other legal entity.

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 a buyer entity that purchases Products and/or other suppliers’ products through the Service for the purpose of operational use or resale.

“Content” means any information, documents and materials that the Supplier delivers to Droppe for the purposes of displaying on the Service or that it posts, publishes, submits, or uploads on the Service, e.g. information and photographs of Products.

“Products” means the Supplier’s products (manufactured or distributed by the Supplier) that are offered to be sold and/or sold through the Service to Buyers.

“Supplier” means your business entity that is registered to the Service and the Products of which are offered to be sold and/or sold through the Service to Buyers.

“Account” means an account within the Service of the Supplier.

“Terms” means these Supplier 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. ACCOUNT REGISTRATION

3.1 To have your Products up for sale on the Service as a Supplier, you need to apply for an Account by submitting an application to Droppe. In order to be a Supplier on the Service and in order for each Product to be eligible for sale on the Service, you must fulfil Droppe’s requirements for Suppliers, which could be e.g. that you are the manufacturer of the Products in Europe yourself or import the Products to Europe and are the official distributor of the Products in an European country. By accepting these Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Supplier application process, you authorise Droppe and its affiliates to conclude contracts with Buyers on the sale of Products. Droppe will use good faith efforts to review your application to become a Supplier as soon as possible. You acknowledge that Droppe is not obligated to accept you as a Supplier.

3.2 Droppe understands that Suppliers have exclusive sales representatives in certain territories. If you have such sales representatives, Droppe may, depending on the circumstances and regulations, work with you to limit Droppe’s sales of your Products in the relevant geographical areas so that you do not receive orders from those geographical areas. To discuss this, you will need to contact Droppe by emailing ask@droppe.fi.

4. USING THE SERVICE

4.1 Sale of Products

4.1.1 The Supplier acknowledges and agrees that it is the seller of all Products offered for sale and sold through the Service and that title to the sold Products shall pass to Droppe when the sold Products are physically received by the Buyer, whereafter title to the Products shall pass to the Buyer upon payment of the Products and the applicable shipping costs. The Supplier is Droppe’s contractual counterparty in respect of all sales of the Supplier’s Products made through the Service and Droppe is the Buyer’s contractual counterparty in respect of all sales of the Supplier’s Products made through the Service. As Droppe does not at any point in time physically take control over the Products, the Supplier remains liable towards Droppe for any defective, damaged, lost or otherwise non-conforming Products even after the title to the Products has been transferred to Droppe, until the Buyer’s contractual or legal (whichever is longer) right to present claims regarding the Products has ended. Products are shipped and delivered to the Buyers by the Supplier under its sole responsibility. The Products are at the risk of the Supplier until the Products have been delivered to the delivery address provided by the Buyer 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.

4.1.2 The Supplier acknowledges and agrees that all Products are offered and sold to Buyers in accordance with the Buyer Terms of Service, as amended from time to time, and that e.g. defectiveness of Products is determined in accordance with the Buyer Terms of Service. If separate Terms are agreed with a Buyer for a one-off case that affect the Supplier, these will be communicated promptly to the Supplier.

4.1.3 The Supplier assumes full responsibility and liability for any Product offered or sold using our Service, including without limitation the Product’s safety, quality, performance and functioning, and the accuracy and content of each Product Page displaying a Product. The Supplier is solely responsible for any non-conformity or defect of a Product or its shipping in relation to the Buyer Terms of Service, the Product Page or these Terms, and for compliance with any applicable laws, regulations and public agency orders and recommendations, such as product recalls.

4.1.4 Droppe will notify you if a Buyer reports only to Droppe of a claim or issue in relation to an order of Products, e.g. reporting that a Product is damaged or non-conforming to its description, there is an issue regarding delivery, or if items are missing. You shall actively assist Droppe in all ways in order to resolve the issue with the Buyer as soon as possible. Even though Droppe handles the communication with the Buyer, you acknowledge and agree that the Supplier alone is responsible for resolving any claim or issue, including e.g. making a claim with your shipping provider and refunding the Buyer (via Droppe) for any damaged, disappeared, excessively delayed or defective Products as well as any additional costs and damages incurred by Droppe due to the issue, and you hereby release Droppe from any liability with regard to any claims and issues by any party in relation to your Products and/or deliveries of Products.

4.2 Product Page

4.2.1 Each Supplier will offer each of its Products for sale through a product page featuring the Product’s technical and other required specifications and photographs (“Product Page”). Droppe may also translate and display each Product Page on all the different language versions of the Service. You agree that Droppe may adjust, edit or remove the Content you submit to Droppe for the Product Page in order to comply with Droppe’s internal specifications and requirements. Droppe reserves the right to reject Content that violates Droppe’s guidelines, these Terms, applicable legislation or the rights of third parties. Droppe has the right to decide on the visual look and the exact wordings of the Product Page at its sole discretion.

4.2.2 In order for Droppe to create your Product Pages, you must provide technical and other specifications in the format requested by Droppe as well as high resolution photographs (displaying the Product and its usage), all in accordance with Droppe’s guidelines. You shall also communicate to Droppe the minimum order quantity of each Product, as set out in Section 4.5 below. Droppe may ask for additional information as needed.

4.2.3 During the onboarding of your Product(s), Droppe will create a Product Page for each Product and the name of the Supplier. This information is always available in our Service. In case you do not approve of the Product Page or a version of it in another language, you shall send an email to Droppe stating clearly what parts of the Product Page should in your opinion be amended and how. If you do not in writing disapprove of the Product Page, the Product Page is deemed to have been accepted by you as such. In case Droppe, at any time, suspects that some information or other Content is missing from that provided by you for the Product Page, Droppe may request further information or other Content from you and you shall be obligated to cooperate with Droppe in respect of such request and provide the missing Content.

4.2.4 Regardless of anything stated in this Section 4.2, the Supplier shall in all cases be liable for all texts, photographs and other possible Content displayed on each Product Page of the Supplier’s Products. The Supplier is solely liable for the accuracy, completeness and legality of all texts, photographs and other Content displayed on the Product Page. The Supplier shall promptly ask Droppe to amend the Product Page, if the Product Page doesn’t contain accurate, complete or up-to-date information on the Product.

4.3 Product Catalogue

4.3.1 You agree to submit to Droppe the relevant parts of your wholesale product catalogue containing but not limited to information on MOQ per SKU, MOQ per order, and the following information on each Product: Product name, number of Products in a package, number of packages in a carton, number of cartons in a pallet, Product variations, Product code, Product descriptions and the price point you sell at to Droppe for the Products.

4.4 Photographs

4.4.1 You agree to provide high-resolution photographs of your Products in accordance with Droppe’s guidelines. Droppe will select the best quality and most appropriate photographs for your Product Page. You shall send us new photographs of the Products well in advance of changes in labelling or other attributes taking effect, so that the Buyer will in all cases receive the same Product as depicted in the photographs on the Product Page.

4.5 Order Minimums

4.5.1 You may specify the minimum amount of the same Product which must be ordered by the Buyer in order for you to be willing to sell the Product on the Service. The amount set may vary between Products.

4.6 Product Pricing

4.6.1 You agree that the price points of your Products sold to Droppe for the Service shall not be lower in your own direct sales channels (e.g. sale of the same Products to end users through your own website) in the applicable region.

4.6.2 You agree that Droppe may perform routine price and content reviews of the Products listed on your Product Pages. In the event a discrepancy is found between your own direct sales channels and your Product Pages, Droppe may reach out to you to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Droppe reserves the right to temporarily suspend or permanently terminate your Account.

4.6.3 This Section 4.6 shall apply on condition that the market share held by you does not exceed 30% of the relevant market on which you sell the Products in question.

5. ORDERS

5.1 Placed orders

5.1.1 Droppe will either send you an email or, if previously agreed, place orders directly on your own portal, for orders of Products placed by Buyers. You will be able to review the order details, communicate changes in availability and accept or reject the order or suggest modifications to the order in the form of a counter-offer. You shall accept or reject an order or give a counter-offer by sending an email to Droppe confirming the acceptance or the rejection of the order or your counter-offer within twenty-four (24) hours of receiving the order email from us. If you wish to reject or modify an order, you shall in connection with your rejection or modification provide a reason for not accepting or modifying the order. You agree and accept that your counter-offer is binding upon you and cannot be further modified. We will inform you in case the Buyer declines your counter-offer. In case we have not contacted you within four (4) business days from the receipt timestamp of your email including your counter-offer, you may ship the Products to the Buyer in accordance with the counter-offer.

5.1.2 In case your Product Page has not been up to date (even though you are required to communicate any needed changes promptly to Droppe) and/or the Products in your inventory do not fully match the Buyer’s order that has been sent to you, you shall promptly communicate to Droppe the discrepancies (e.g. changes in packaging sizes) and their consequences and allow Droppe to enquire from the Buyer whether the Buyer is prepared to accept the proposed modification of the order. In any case, you may not send the Buyer any Products or amount of Products or Product packaging that do not fully match the order and the Product Page without Droppe’s prior written approval. If a product is sold for a price which has been set and communicated previously to Droppe, the price cannot be changed after receiving the order unless you have informed us in written format of the price change before the order was placed.

5.1.3 You agree to within two (2) days from a change communicate to Droppe any Products that are discontinued or out of stock.

5.1.4 In case you accept an order, the title of the Product(s) ordered by the Buyer passes to Droppe when the sold Products are physically received by the Buyer. You (the Supplier) shall always be responsible for handling the shipping logistics. Droppe has the right to cancel the Buyer’s order from the Supplier if Droppe has received the Buyer’s written cancellation of the order before it has received the Supplier’s written acceptance email. Droppe shall inform you of such Buyer’s cancellation without undue delay, but in any case during the next business day following upon the date of the initial order email sent to you by Droppe. Droppe also has the right to cancel an order i) that has not been shipped in its entirety within the five (5) business days immediately following upon the date of the proposed shipping date communicated in writing by the Supplier or ii) if the delivery of the Products to the custody of the Buyer has not been attempted within twenty (20) business days from the proposed delivery date communicated in writing by the Supplier at the time of order confirmation (or from the end of the shipping lead time displayed on the relevant Product Page, if no other delivery time has been communicated in writing by the Supplier).

5.2 Right to Refuse

5.2.1 You have the right to reject any order by a Buyer for any reason. Consistent rejection of orders may, however, impact your visibility on the Service and search placement within the Service to Buyers. Additionally, consistent order rejection or other failure to complete an order may result in the temporary suspension or permanent termination of your Account at Droppe’s sole discretion.

5.3 Recalled Products

5.3.1 You agree to not accept any orders regarding recalled, prohibited or potentially unsafe products and to immediately inform Droppe if any of your Products have been recalled or the sale of a Product is prohibited by law or regulation or the Product is potentially unsafe as specified by any governmental agency. You must provide to Droppe at least the following information in all languages that the Service can be used in:

Your notice of recall in the format required by the applicable governmental agency;

1. Product name and SKU number or other identifying number;
2. Photographs of the Product;
3. Informative description of the risk the Product is causing;
4. Any other information necessary so that the Products may be properly and quickly recalled and for the Buyers to stay safe;
5. Information on what the Buyer shall do in order to receive compensation for the Products or how the Buyer can have the Products replaced or repaired;
6. Number of units sold to Buyers and the timeframe during which they have been sold;
7. Identification of the deliveries made with recalled Products (e.g. order numbers);
8. Information on what measures the Supplier has already taken in connection with the recall; and
9. Contact information for receiving more details about the recalled Products.

5.3.2 The Supplier shall be responsible for fully compensating all Buyers for any recalled Products (regardless of the reason or nature of the recall) by offering the Buyer corresponding flawless products or returning the Buyer (or Droppe, if the replacement or return is handled by Droppe) the full sales price and shipping costs of the order containing recalled Products, at the Buyer’s or Droppe’s discretion, as applicable. Additionally, the Supplier shall be responsible for all costs incurred by Droppe as a result of the recall procedures.

5.4 No Circumvention

5.4.1 Once an order has been placed by a Buyer through the Product Page, you agree that you will not attempt to fulfil such order by other means than through the Service. You agree not to influence Buyers to transact offline outside of the Service in any manner, or otherwise circumvent Droppe’s process in order to transact orders with Buyers through the Service without regular order placement or outside of the Service in any manner. Droppe reserves the right to deactivate or terminate your Account if you fail to abide by these terms.

6. SHIPPING

6.1 Shipping Lead Time and Costs

6.1.1 You agree to provide Droppe your average shipping lead time for each Product, which shall be an accurate estimation of your actual lead time and which you must use all reasonable efforts to meet. The lead time you set will be displayed on your Product Page and/or during checkout in the Service. Droppe is entitled to modify the shipping lead time based on the historical performance of your Product shippings.

6.1.2 In connection with informing Droppe of your decision to accept an order, you must also provide to Droppe the estimated date of handing over the order to a logistics company for shipping and the estimated arrival date of the order to the Buyer in order for us to be able to send the Buyer the order confirmation.

6.1.3 You agree to provide Droppe your flat fee for the shipping to a Buyer of any amount of Products (including different Products) ordered at once by the same Buyer. Your flat fee can be different for different shipping destinations (countries). You also agree to determine and inform Droppe what the minimum sum in euro is which a Buyer must spend on an order in order for the Buyer to receive shipping without any cost, which free shipping limit may also vary depending on the destination country. The said flat fees and the euro limits for free shipping set by you will be displayed on all your Product Pages and/or during checkout.

6.2 Shipping and tracking information

6.2.1 The Supplier shall order and pay for shipping as well as be responsible for the shipping of all ordered Products directly to Buyers, if not otherwise agreed in writing. The Supplier shall only use reputable logistics companies for carrying out shipping. Suppliers have the option to use Droppe’s negotiated discounted shipping rates of certain logistics companies. The Supplier may not inflate its shipping costs applicable to orders through the Service in any way.

6.2.2 Promptly upon shipping an order, you agree to inform Droppe of the date and time when you have handed over any ordered Product packages to a logistics company together with proof of shipment. You must also inform us about the further specified estimated delivery date, if such date is available. You agree to provide Droppe with the tracking information of each order when it’s available to you, in every case where such information is made available by the logistics company. If an order is shipped in multiple shipments, you agree to provide information and tracking numbers for each shipment. Droppe recommends that you require a signature for your shipments to ensure delivery.

6.2.3 Droppe strongly recommends that you purchase shipping insurance. Droppe is not liable for any damaged, lost or destroyed shipments of Products.

7. RETURNS

7.1 Buyers don’t have a general right to return Products. However, the Buyer shall have the right to return Products straight to you and at your cost (you shall return the Product price paid by Droppe and the original shipping price as well as reimburse the cost of return shipping) if the Products are defective as set out in the Buyer Terms of Service, ii) non-conforming with the Product Page, other information provided by you, laws, regulations or decisions or guidelines by public authorities, or iii) if the shipment of Products is excessively delayed so that delivery of the Products to the custody of the Buyer has not been attempted within twenty (20) business days from the proposed delivery date communicated in writing by the Supplier at the time of order confirmation (or from the end of the shipping lead time displayed on the relevant Product Page, if no other delivery time has been communicated in writing by the Supplier). You shall co-operate with Droppe promptly and by all reasonable means in order to ensure that the Products may be returned.

7.2 You shall also return the Product price paid by Droppe in total as well as shipping costs in case ordered Products disappear or are destroyed in transit. Products shall be deemed to have disappeared if delivery of the Products to the custody of the Buyer has not been attempted within twenty (20) business days from the proposed delivery date communicated in writing by the Supplier at the time of order confirmation (or from the end of the shipping lead time displayed on the relevant Product Page, if no other delivery time has been communicated in writing by the Supplier).

7.3 All reimbursements and returns of monies shall be made directly to Droppe (and not to the Buyer) within 14 days’ from Droppe’s or the Buyer’s claim, unless otherwise instructed in writing by Droppe.

7.4 In case you send the Buyer a replacement Product, you shall inform us about the replacement first as well as the shipping of it as if it was a normal order. You may not charge Droppe or the Buyer for shipping of replacement Products.

7.5 Once you receive a return shipment from a Buyer, you shall promptly notify us thereof.

8. WARRANTY

8.1 The Supplier may, at its discretion, provide a commercial voluntary warranty for the Products. The Supplier shall in such case be responsible for communicating the applicable Product-specific warranty terms to the Buyer on the Product Page and in the Product package. The Supplier shall remain solely responsible for any warranties as well as any claims or disputes in relation thereto. Droppe shall not have any obligation to assist the Supplier in relation to anything related to warranties.

9. COMMUNICATION BETWEEN BUYERS AND SUPPLIERS

9.1 It is possible that Droppe communicates to the Supplier questions or other messages of Buyers. In such case, the Supplier shall use all reasonable efforts to reply to any such questions or messages. Buyers and Suppliers cannot contact each other directly through the Service. In case you need to contact a Buyer, please contact Droppe in order to deliver your message to the Buyer.

10. CONTENT LICENSE, REPRESENTATIONS AND WARRANTIES

10.1 License

10.1.1 In connection with your use of the Service, you hereby grant to Droppe a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Service and any of Droppe’s advertising, marketing, publicity and other initiatives and events. We wish to emphasize that Droppe does not claim any ownership rights in any of your Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Content.

10.1.2 You further acknowledge and agree that upon termination of the Agreement, Droppe shall have the right to retain your Content on the Service for maintaining, developing and improving the Service. Droppe may e.g. at its sole discretion decide to keep (but is under no obligation to keep) a Product Page of a Product that is sold out, deleted, removed or archived or otherwise no longer offered for sale in the Service, including a reference to similar other products that are available to be bought on the Service.

10.2 Representations and Warranties

10.2.1 You acknowledge and agree that you are solely responsible for all Content and its accuracy that you make available through the Service. Accordingly, you represent and warrant that:

1. You are either the sole and exclusive owner of the Content that you make available through the Service or you have all rights, licenses, consents and releases necessary to grant to Droppe the rights in such Content as contemplated under these Terms; and
2. Neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Droppe of the Content (or any portion thereof) on, through or by means of the Service or other related platforms will 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 inaccurate, misleading, libellous or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of Droppe or the Service , or result in the violation of any applicable law or regulation.

10.2.2 You agree that you will not use a false e-mail address, pretend to represent another entity or otherwise mislead us, Buyers or third parties as to the origin of any information or the existence or nature of the Products.

10.2.3 Droppe takes no responsibility and assumes no liability, and you hereby release Droppe from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Droppe in accordance with Section 15 (Indemnity) below.

11. QUALITY CONTROL

11.1 To ensure the high quality of the Service, you undertake as a Supplier to:

1. Accurately provide and describe your available Products as well as promptly inform Droppe of any necessary changes of the Product Page, if needed;
2. Ensure that any rejection, acceptance and modification of an order is effected in a timely manner;
3. Fulfill orders in a timely manner and ship the Products to Buyers using a reputable logistics company;
4. Promptly and effectively respond to enquiries from Droppe; and;
5. Promptly resolve and reimburse missing, damaged or otherwise non-conforming orders.

11.2 Droppe has the right to track and measure your performance using a variety of methods, including collecting reviews and ratings from Buyers to ascertain, for example, the accuracy of the Product descriptions, how often your shipments deviate from the estimated shipping date, a tracking number is provided, or Products are damaged or missing, non-conforming with the Product page, on back order or returned. Droppe may also analyse how long it takes you to accept or cancel new orders and how promptly and with what result you resolve issues and claims e.g. in relation to defective or missing Products. Furthermore, Droppe may review how often an order is made for Products that are out of stock at the time of the order.

11.3 All Products made available on the Service, and related Content, must meet Droppe’s product guidelines, which will be communicated to you in writing. You acknowledge and agree to:

1. Abide by Droppe’s product guidelines and to refrain from making available any prohibited products identified in Droppe’s product guidelines;
2. Comply with all applicable laws, rules and regulations, including safety, labelling, testing, warning, import/export and legal requirements;
3. Not infringe upon or misappropriate the intellectual property, publicity or other rights of others;
4. Not provide any false, inaccurate or misleading information about your Products; and
5. Ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the Products through the Service, including that they are allowed to be sold from your jurisdiction and into the Buyer’s jurisdiction.

11.4 You acknowledge and agree that Droppe is not responsible for determining whether you meet the above requirements, and you hereby release Droppe from any liability with respect thereto and agree to indemnify Droppe as set forth in Section 15 (Indemnity) below. Failure to comply with Droppe’s product guidelines may result in the temporary suspension or permanent termination of your Account, at Droppe’s sole discretion.

11.5 The Supplier shall be solely responsible for that each Product has the certifications and approvals stated by the Supplier or stated on the Product or its packaging and that each Product is compliant with all such stated certifications and approvals. If Droppe determines that a Product is not in compliance with a stated certification or approval and such Product(s) have been sold to Buyer(s), the Supplier shall be obligated to pay liquidated damages to Droppe in an amount equaling to 30 % of Droppe’s sale price of all such sold Products. In addition, Droppe shall have the right to claim from the Supplier any damages and costs caused by the non-compliance.

11.6 If Droppe determines that you are not meeting the minimum standards of quality and service, Droppe may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Account. Droppe also reserves the right to put limits on your Account, lower your visibility and/or search placement across the Service, limit your ability to make new sales until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

11.7 If your Account is suspended for performance issues, you may appeal for re-activation by providing Droppe with a plan of action for correcting the problems that contributed to the Account being flagged and suspended. If Droppe at its sole discretion approves the plan of action, you may resume selling through the Service. If you believe that the flag on your Account is erroneous, you may contact Droppe and explain why.

12. PAYMENTS

12.1 Acceptance of Terms

12.1.1 By accepting these Terms, you acknowledge and agree to the payment terms set forth below. You agree and authorize Droppe and/or its payment processor to deduct all monies owed to Droppe from any amount payable to you and to pay funds into your bank account.

12.2 Payments

12.2.1 Unless otherwise agreed in writing between you and Droppe, Droppe shall pay you the price agreed separately in writing between you and Droppe for all Products included in the same order and your advertised shipping cost of that order (both less any returns (whenever made), deductions and discounts) on the latest date of the following: i) on the second business day following upon the day when the Buyer’s right to present claims regarding the Products in accordance with the Buyer Terms of Service has ended, ii) on the 30^th day following upon the date of shipping of the last Product belonging to the order in question, as proven by the proof of shipment delivered to Droppe by the Supplier, iii) on the second business day following upon the day when Droppe received payment for the order by the Buyer.

12.2.2 Payment of any order of Product(s) that a Buyer informs us as damaged, missing or non-conforming, shall be withheld as well as the shipping cost of such order until the Buyer has received conforming Product(s) or canceled the order. In case the Buyer cancels the order or the damaged/non-conforming Product(s) cannot be replaced, the Supplier shall not receive any payment. Droppe shall not be liable to pay any late interest on payments referred to in this section as these withheld payments shall not be considered delayed.

12.2.3 Where any amount payable to you is paid to your chosen bank account, it is anticipated that funds will appear within 1 to 2 business days of being processed. Droppe is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you.

12.2.4 Droppe reserves the right to suspend payouts to you due to any pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

13. PROMOTIONS

13.1 Unless you opt out as set forth below, Droppe may feature certain Suppliers, Products and Content at the top of their respective category, on Droppe’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. Droppe may choose to bid on Supplier brand names and keywords relating to the Supplier’s Products in advertising products and may create SEO optimised pages or campaigns for Supplier brands. Droppe shall not be liable for any pricing or availability of a particular Product featured in a particular advertisement or marketing. If you do not want to participate in the abovementioned activities, please email our support team at ask@droppe.fi.

14. LIABILITY INSURANCE

14.1 All Suppliers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its Products listed on the Service in such amount as is reasonable and customary for companies of comparable size and activities.

15. INDEMNITY

15.1 You agree to defend, indemnify, and hold Droppe, and its parent, subsidiaries, affiliates, partners, successors, and assignees, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third-party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party (including any Buyers of Products) due to or arising out of your violation of these Terms, the General Terms and/or any law or the rights of a third party, and/or your use of the Service and/or participation on the Service as a Supplier, including e.g. your Content and any damages to property or physical persons caused by Products.

16. PROHIBITED USES

16.1 You acknowledge and agree that Droppe has no obligation to monitor your access to or use of the Service or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Droppe reserves the right, at any time and without prior notice, to remove or disable access to any Content that Droppe, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Service. Droppe reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Droppe suspects illegal activity may be taking place.

17. LIMITATION OF LIABILITY

17.1 Droppe has no other obligations or liabilities than those that have expressly been agreed upon in these Terms. The Supplier 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 Supplier’s operations.

17.2 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.

18. MODIFICATIONS TO THE TERMS

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

18.2 We suggest you review these Terms and the Buyer Terms of Service periodically. Continuing acting as a Supplier on the Service after notice of new terms and conditions or modifications or additions to these Terms or the Buyer Terms of Service shall constitute and be deemed to be your agreement to such modifications or additions. If you do not want to accept these Terms or their modifications or additions (or the same in respect of the Buyer Terms of Service) 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. delivery/payment of ordered products), unless Droppe instructs you in writing to do otherwise.

19. TERMINATION

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

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

19.3 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. delivery and payment obligations in relation to any initiated transactions (e.g. the purchase of Products by Buyers) have been fully and finally completed, unless Droppe instructs you in writing to do otherwise.

19.4 You may terminate your relationship and this Agreement with Droppe at any time by contacting Droppe’s support team at ask@droppe.fi. Droppe will take down your Product Pages as soon as practicable and will close your Account once all payments have been settled.

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

20. ADDITIONAL TERMS

20.1 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).

20.2 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