Please read these terms and conditions before creating an account and/or placing an order. GRW Trading reserves the right to change these Terms and Conditions without prior notice. These Terms and Conditions have been translated into multiple languages; however, the English language version is the original and controlling version and all other language versions are translations for information purposes only. If the original English terms and conditions conflict with any other translated terms and conditions, the original English terms and conditions shall prevail.
BETWEEN
The private limited liability company GRW Trading FZE, located at Jafza One, 11 Floor, Office No 11455, Jebel Ali Free Zone, Dubai, United Arab Emirates. Trading under UAE license number 120190466 in the countries Netherlands, Belgium, Spain, France, Greece, Ireland, Italy, Norway, Portugal, Sweden, Bulgaria, Austria, Czech Republic, Germany, Denmark, Estonia, Finland, Croatia, Hungary, Latvia, Lithuania, Poland, Romania, Slovenia, and Slovakia, Switzerland, United States of America, Australia, United Kingdom, Japan, Canada, United Arab Emirates and Luxembourg (hereinafter referred to as “GRW Trading’’).
AND
2. The Dropshipper, as defined below, and which fulfills every requirement of the present (hereinafter referred to as the “Dropshipper”).
Individually referred to as the “Party” and collectively referred to as the “Parties”
Both parties acknowledge that they have the legal capacity to enter into this Agreement and HAVE AGREED as follow:
Contents
Article 1 – Definitions
Article 2 – Object and Scope of the Agreement
Article 3 – Account Creation and Fees
Article 4 – Description, Price and Availability of Goods
4.1 Product Description
4.2 Product Price
4.3 Product Availability
Article 5 – Order Process
Article 6 – Payment for Orders
Article 7 – Order Cancellations/Changes
Article 8 – Shipping, Transfer of Risk and Delivery
Article 9 – Return Procedure and Guarantees
9.1 Right of Withdrawal
9.2 Guarantee
9.3 Refund
9.4 Customer Service
9.5 Specific Provisions for US Dropshippers
Article 10 – Obligation of the Dropshipper
Article 11 – GRW Trading Right to Carry Out Audits
Article 12 – Limitation of Liability and Defective Products
12.1 Limitation of Liability
12.2 Producer’s Responsibility for Defective Products
12.3 Recalls
Article 13 – Confidentiality
Article 14 – Intellectual Property and Marketing Material
Article 15 – Personal Data
Article 16 – Term, Termination, Consequences of Termination and Survival
16.1 Term
16.2 Termination for Convenience
16.3 Termination for Cause
16.4 Consequences of Termination
16.5 Survival
Article 17 – Miscellaneous
Article 18 – Governing Law, Jurisdiction and Dispute Resolution
ARTICLE 1 – DEFINITIONS
In these Terms and Conditions:
Agreement: means these Terms and Conditions and any other documents which shall be deemed part thereof as agreed upon between the parties;
Dropshipper: means the company/individual who is doing business with GRW Trading through GRW Trading’s Dropshipping program and has registered to the program following the registration procedure as referred to in article 3;
End-customers: means the individuals who purchase products from the Drop-shipper and are considered as end users for the purpose of the present;
Force Majeure: means an event or series of event beyond the reasonable control of either Party;
Intellectual Property Rights: means all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary information rights, know-how and all other intellectual or industrial proprietary rights as may exist anywhere in the world;
Wallet: means the Dropshipper’s B2B account with which that can pay and receive payment.
Product Imagery: means all GRW Trading product pictures and product descriptions, including product codes, as provided by GRW Trading
ARTICLE 2 – OBJECT, AND SCOPE OF THE AGREEMENT
2.1 Purpose. The Dropshipper wishes to sell and promote the products offered by GRW Trading to its own End-customers. GRW Trading will not be part of any contract concluded between the Dropshipper and its End-customers.
2.2. Scope. The Agreement shall govern the relationship, obligations and rights of GRW Trading and Dropshippers as defined herein.
2.3 Applicability. The Agreement shall apply to all contracts for the supply of goods through the Service and requires the individual or entity willing to register to the website dropxl.com, where all necessary information is made available. Except where otherwise agreed in writing between the Parties, the present Agreement shall prevail over any other documents and apply to all products supplied by GRW Trading within its Dropshipping activity framework.
ARTICLE 3 – ACCOUNT CREATION AND FEES
3.1 Registration. To access and use the service, the Dropshipper must register for a GRW Trading Dropshipper account providing all the required information on the dedicated registration form.
3.2 Verification. To prevent fraud, to ensure compliance with the requirements under the applicable tax, Anti-Money Laundering and sanctions legislation, you might be required to complete a number of verifications, including but not limited to
- identify verification of the natural persons associated with the business
- bank account verification
- business verification
- address verification
- tax verification
You hereby agree to complete the necessary steps and submit the required documents such as the passport of the legal representative and the business license and the VAT application document. The exact requirements depend on several factors, including but not limited to
- the legal entity of the Drop-shipper
- the turnover of the Drop-shipper
- the country to which the products are shipped
- the applicable legislation
When a verification is required, GRW Trading will notify the Dropshipper. If Dropshipper fails to complete the request or we are unable to verify the information and documents provided, GRW Trading reserves the right to suspend and terminate the account. Any personal data you provide to us or the third party that completes the verification on behalf of GRW Trading will be handled in accordance with GRW Trading Privacy Notice.
To ensure the accuracy and authenticity of the provided banking details, GRW Trading may require the Dropshipper to transfer a non-refundable amount of money (preferably EUR 0.01 or any equivalent amount in another currency) to GRW Trading.
3.3 Accuracy. The provision of incorrect information by the Dropshipper will preclude the creation of the account. GRW Trading reserves the right to reject and suspend accounts containing incomplete or false information.
3.4 Application Review. Without prejudice to the previous paragraph, GRW Trading reserves the right to reject or accept the application within 48 hours at reception of a new registration from the Dropshipper. GRW Trading reserves the right to reject and, in rare cases, suspend an account if, for instance, any of the following situations occur: incomplete registration, approved with error, account misuse.
3.5 Age requirement. The Drop-shipper must be the older of: (i) 18 years, and (ii) at least the age of majority in the jurisdiction where he resides and from which the Service will be used to open an account.
3.6 Business Use. The Service is purely a business-to-business program. Any account created for personal use will be terminated immediately.
3.7 Security. The Dropshipper is responsible for keeping their password secure. GRW Trading cannot and will not be liable for any loss or damage from the failure to maintain the security of the account and password.
3.8 Subscription Fee. A monthly subscription fee is charged for access to the Service. This fee is charged for each additional access (one access per delivery country). In the event the Dropshipper would decide to cancel its subscription (withhold payments), the Dropshipper:
3.8.1 Where previous orders were placed, will be able to access its Dropshipping account and backend but will be denied the placing of any further orders until payment of the subscription is received.
3.8.2 Without previous orders: Access of the Drop-shipper account will not be possible.
3.9. Responsibility for Account Information and Accuracy.
3.9.1 Account Maintenance: It is the sole responsibility of the Dropshipper to ensure that all account details, including but not limited to contact information, billing details, shipping addresses, legal representatives and tax identification numbers, are accurate and up to date at all times.
3.9.2 Notification of Changes: The Drop- shipper must immediately notify GRW Trading of any changes to data that submitted as part of the registration and verification processes described in articles 3.1. and 3.2. GRW Trading reserves the right to suspend or terminate the Dropshipper’s account if incorrect or outdated information is detected.
ARTICLE 4 -DESCRIPTION, PRICE AND AVAILABILITY OF GOODS
4.1 Product description
4.1.1Despite GRW Trading’s reasonable efforts to describe the products and take images as accurately as possible in accordance with the manufacturer’s specifications, some variations may occur for some items. If there is anything the Dropshipper does not understand about the information provided on the website, please email GRW Trading at [email protected]
4.1.2 GRW Trading reserves the right to change any and all product descriptions should GRW Trading deem it necessary. The Dropshipper will be responsible for ensuring that any updates made to the product description is properly reflected in their own product listing offered to its customers. Failure to do so will entitle GRW Trading to refuse to assist and offer any customer service to the Dropshipper for the affected orders.
4.2 Product price
4.2.1 All prices displayed on the website are in the local currency, excluding VAT. The VAT amount is charged upon checkout. Every effort is made to ensure the prices shown on the website are accurate at the time of placing an order.
4.2.2 Except for Australia, the price of an item includes shipping charges. There is no minimum order requirement for individual drop-shipped orders. The Dropshipper is allowed to set their own prices on items through the medium in which the drop shipper sells.
4.2.3 GRW Trading reserves the right to change the prices of items on the website at any time. The Dropshipper is solely responsible to ensure the information at his disposal are up to date (in terms of stocks or price for instance).
4.2.4 GRW Trading reserves the right to, under certain circumstances, apply a surcharge or discount based on the refund rate, sales targets and other performance indicators. The Dropshipper will be issued two warnings prior to any surcharge being applied to its orders. The surcharge or discount will be visible at the check-out.
4.2.5 If an item has been underpriced in error, GRW Trading will contact the Dropshipper and offer the Dropshipper to choose between the following three options:
1. Placing of a new order at the correct price of the items; OR,
2. Cancellation of the whole order; OR,
3. Cancellation of the order for the mispriced items and reconfirmation of the order for the correctly priced items.
If the Drop-shipper does not respond within 24 hours, the order will be automatically canceled. Any payment received from the dropshipper will be credited back to the wallet of the drop shipper within 7 days.
4.3 Product availability
4.3.1 Products availability on GRW Trading’s website depends on stocks. Owing to the large-scale operations necessary to ensure the continuity of stock supply, GRW Trading cannot guarantee that all products will be steadily available. It is the Dropshipper’s responsibility to ensure its stock levels are up to date on the sales channels (i.e. webshop) in which the Dropshipper sells.
4.3.2 GRW Trading being a multinational company operating in over 30 countries and offering the Service in most of these countries, it operates from various warehouses. The Dropshipper recognizes and acknowledges that the available stocks may vary from one warehouse to another and that not all items will be available from every warehouses. GRW Trading shall not be held accountable for such shortages, discrepancies or variations in stocks.
4.3.3 GRW Trading will make every effort to limit out of stock situations or erroneous information as to the availability of products but cannot be held responsible for such situations. The Dropshipper can contact GRW Trading at [email protected] when a product cannot be found on the website, being out of stock or discontinued.
4.3.4 Upon acceptance of an order and when an ordered product is unavailable or out of stock, GRW Trading reserves the right to inform the Dropshipper in due time and offer to wait for the product to be back in stock or for the product price to be refunded to the Dropshipper. If a refund is preferred, it will be processed within 7 working days this time frame having been approximated.
4.3.5 Under no circumstances should back-orders be accepted.
4.3.6 GRW Trading cannot be held accountable for any potential loss of earnings resulting from the advertisement of out of stock and discounted products by the Dropshipper.
4.3.7 GRW Trading will under no circumstances reserve stock for a Dropshipper.
ARTICLE 5 – ORDER PROCESS
5.1 The Dropshipper represents and warrants, prior to placing any order through the Service to have read and agreed to the terms and conditions laid out in writing within this Agreement.
5.2 All orders placed for items advertised on the GRW Trading website at dropxl b2b.dropxl.com are considered an offer to the Dropshipper to purchase the items selected for an order. No purchase contract exists between GRW Trading and the Dropshipper until GRW Trading has received and accepted the order. Once an order is accepted, the status will appear as “being prepared”. No contracts can be deemed concluded between the Dropshipper and GRW Trading prior to this status being displayed.
5.3 GRW Trading reserves the right to cancel the contract of sale if the payment for orders is not received in full before the actual shipping date.
ARTICLE 6 – PAYMENT FOR ORDERS
6.1 Payment Methods. Payments for orders can be made via PayPal, bank transfer, credit card or using the wallet functionality. GRW Trading shall not be obligated to offer all the aforementioned means of payment in each country in which the Service is offered and reserves the right to limit the payment solutions offered. Orders must be paid in full before GRW Trading dispatches them. The Dropshipper represents and acknowledges that orders will not be accepted until paid in full.
6.2 Auto-confirmation. The Dropshipper can choose to use GRW Trading’s auto-confirmation feature. The auto-confirmation feature allows Dropshippers to automatically pay for their placed orders as the amount will be deducted from their Wallet. GRW Trading cannot be held liable for any shortcomings, risks, or direct or indirect losses of profit caused by this feature.
ARTICLE 7 – ORDER CANCELLATIONS/CHANGES
7.1 Cancellation/Change requests. For purposes of cancellation or change of an order, the Dropshipper shall contact GRW Trading via [email protected] or Chat.
7.2 Limitations. The Dropshipper acknowledges being informed that not all paid or dispatched orders can be cancelled or changed. The Dropshipper will be informed by GRW Trading of any failure to change or cancel the order. GRW Trading cannot be held liable for any loss or damage caused by such failure or any agreements concluded between the Dropshipper and the customer of the Dropshipper.
ARTICLE 8 – SHIPPING, TRANSFER OF RISK AND DELIVERY
8.1 Shipping methods and dispatch. Unless explicitly agreed upon otherwise, the delivery shall be made "Delivered Duty Paid" (DDP). The named place of destination shall be the address indicated by the Dropshipper when placing the order. GRW Trading will make reasonable efforts to dispatch items within 2 working days after receiving full payment, unless otherwise agreed. The shipment tracking number and notification will be sent to the Dropshipper once the products are dispatched.
8.2 Delivery time. Delivery times shall be indicated in the product feed provided by GRW Trading. These times are approximations and represent a reasonable effort. GRW Trading shall not be liable for potential delays, including but not limited to any delays caused by freight companies or intermediaries.
8.3 Address accuracy. GRW Trading is not responsible for items that do not reach the customer due to errors made by the customer or Dropshipper when entering address details. The Dropshipper shall check all order details before confirming an order. The address must be accessible to courier drivers, and if no shipping instructions are left, the Dropshipper needs to ensure someone is available to receive the package.
8.4 Returned Packages. If packages are returned to GRW Trading, GRW Trading will refund the Dropshipper the product’s price, excluding the shipping costs where applicable. Notwithstanding the foregoing, deliveries made to business addresses or workplaces are considered received once they arrive at the address. It is the customer’s responsibility to ensure the item is safely received.
8.5 Responsibility After Delivery. Without prejudice to clause 8.8, the customer is responsible for the order once the package arrives at the supplied delivery address. GRW Trading is not responsible if the package goes missing after delivery. If items are received damaged, the customer must notify the Dropshipper within 48 hours of receiving them. The Dropshipper must notify GRW Trading within 72 hours after the expected delivery time. If items are received faulty, the Dropshipper must notify GRW Trading within 14 days. See the returns procedure in article 9 for more details.
8.6 Third Party Shipments. For items shipped to an address other than the Dropshipper, GRW Trading has no contract with the receiver and cannot mediate any aspect of the sale between the Dropshipper and the customer of the Dropshipper.
8.7 Non-receipt of Products. Without prejudice to clause 8.8, if the event the End-customer does not receive the product (including, but not limited to, situations where the package is lost or stolen), the End-customer will be required to complete a non-receipt form, confirming non-receipt of the package. GRW Trading reserves the right not to refund or replace the product if the form is not correctly filled out and signed by the End-customer.
a. Any attempt of the Dropshipper to forging the signature of the end-customer in order to produce a false non-receipt of goods form and obtain a refund of the product price or a replacement will be considered a material default of the Dropshipper in the performance of its duties or obligation and will therefore result in termination for cause according to article 1516.3 as well as possible penalties to be applied on the basis of article 10.6 herein.
b. GRW Trading reserves the right, apart from termination for cause, to seek compensation for any losses and damages that GRW Trading incurred as a result of the breach of this clause.
8.8 Transfer of risk for US Dropshippers. In deviation from article 8.1, in the case of orders placed with the US address as place of delivery, all risks of loss or damage to the ordered products shall be borne by the Dropshipper immediately upon paying for the order. GRW Trading shall not be held liable in the event of product defect or damage upon delivery. Any clause to the contrary herein contained shall not be enforceable against GRW Trading.
ARTICLE 9 – RETURN PROCEDURE AND GUARANTEES
9.1 Right of withdrawal
9.1.1 Withdrawal Period. An End-customer can review any item for 14 days from delivery, except in the following countries:
-
Swtizerland, Canada and Japan: the right of withdrawal is 30 days from receipt.
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United States: no right of withdrawal exist.
9.1.2 Returns organized by Dropshippers. If the End-customer decides to return and item(s), the following rules apply:
a. The End-customer is obliged to return any received item(s) within 14 days after notifying the Drop-shipper of its wish to return the product to a return address provided by the Dropshipper; AND,
b. When receiving the items from the customer, the Dropshipper returns them within 14 days to GRW Trading and applies for a refund via the Service. A refund will be issued within 7 days after GRW Trading receives the returned item(s) and confirms the items are in good condition and not damaged. The drop shipper is responsible for the correct packaging of the items and any issue which may arise between the Dropshipper and its customer as a result of (incorrectly) returning (damaged) items; AND,
c. With regards to the above, the Drop-shipper is organizing the return process independently and will thus bear the shipping costs for return as well as the risks attached to the return process (e.g.: product lost or destroyed in transit, etc.).
9.1.3 Returns organized by GRW Trading.
9.1.3.1 If the Dropshipper is unable to comply with 9.1.2., they may ask GRW Trading to organize the return directly from the End-customer under conditions similar to the ones applied by GRW Trading to its own customers. Costs will be charged to return the products, the detail of which may found on the
dedicated page of the Drop-shipping website. These costs will be automatically deducted from the Dropshipper’s refund. The Drop-shipper must provide the customer’s phone number, address for collection and email address to GRW Trading, which will be used solely for organizing the return.
9.1.3.2 Where GRW Trading organizes the return on behalf of the Drop-shipper, a logistics fee may be withheld from the refund issued to the to the Drop-shipper for the returned products. GRW Trading not being part of the contract between Dropshippers and their End-customer, passing-on of aforementioned fee to the End-customer will be left entirely to the Drop-shipper’s discretion.
9.1.4 High return rates. If the Drop-shipper has an unusually and inexplicable high return rate compared to average return rates within GRW Trading, GRW Trading reserves the right to deny further return services, increase prices, reduce the cooling-off period or exclude the Dropshipper from the platform.
9.2 Guarantee
9.2.1 Guarantee for incorrect or damaged products. If an End-custoemr customer receives an incorrect or damaged product, they must provide (digitally) dated photographic evidence, to the Dropshipper’s designated email address. Following inspection, GRW Trading will decide, on a case by case basis, to:
1. Offer a discount for the damage;
2. Issue a refund; or
3. Replace the item or send replacement parts. GRW Trading reserves the right to deviate from these options where appropriate.
GRW Trading reserves the right to deviate from the above if applicable to an individual case.
9.2.2 In the event of problems with an order, we encourage Dropshippers to directly contact GRW Trading, this will give GRW Trading the opportunity to clarify and correct the given situation.
9.3 Refund
9.3.1 The maximum refund GRW Trading will offer is limited to the product price and shall not cover additional costs such as shipping, except under certain circumstances agreed upon between the Dropshipper and GRW Trading on a case-by-case basis.
9.3.2 Refunds will be considered on a case-by-case basis. Except where otherwise provided herein, they will be paid by GRW Trading and transferred to Dropshipper’s B2B account (wallet). This applies to all transactions.
9.3.3 In the event of an open PayPal case where the Dropshipper is unable to reach an agreement with our customer service team, GRW Trading will have no choice but to temporarily suspend the Dropshipper’s B2B account.
9.3.4 Except where otherwise provided herein, any refund returned from the order will be refunded to the wallet on dropxl.com. We will not return the refund to any Paypal or bank account of the Dropshipper unless:
The Dropshipper terminates its cooperation with GRW Trading.
The Dropshipper has a special reason to return the amount.
9.3.5 If the Dropshipper wishes to withdraw the refunds from the wallet to any PayPal or bank account, outside of the circumstances in article 9.3.5, GRW Trading will charge a flat fee of 5 EUR or the equivalent amount in other currencies (VAT incl.) per withdrawal.
9.3.6 Dropshipper is responsible to control their customer’s. Should the Dropshipper abuse the refund policy, GRW Trading reserves the right to terminate or suspend the Dropshipper’s account.
9.3.7 Without prejudice to the foregoing, for Dropshippers operating in Switzerland and using Paypal to place their orders, refunds will be exclusively issued back to the Dropshipper’s Paypal account.
9.4 Customer Service
9.4.1 Except where otherwise provided herein, emphasis on art. 9.5, GRW Trading will assist the Dropshipper in offering customer service to its customers by providing various solutions offered on a case-by-case basis. GRW Trading’s customer service shall only be considered a support service by the Dropshipper and GRW Trading shall not be held liable to provide remedies or other sorts of customer service solutions directly to the Dropshipper’s customer.
9.4.2 GRW Trading advises the Dropshipper to use their own terms and conditions stating the above. GRW Trading cannot be held responsible for the Dropshipper (or End-customer), if the End-customer or Dropshipper does not return an item according to the return policy of GRW Trading as stated in this article.
9.4.3 The Dropshipper must provide correct contact information to customers to allow them to ask questions about an item or order. GRW Trading Customer Service will redirect any questions received from the Dropshipper’s customers back to the Dropshipper. In the event GRW Trading notices that the Dropshipper failed to provide (correct) contact information to its customers, the Dropshipper must remedy this situation within 2 days. If not, GRW Trading reserves the right to suspend the account in accordance with article 15 16 of the present.
9.4.4 As highlighted under article 4.1.2 of the present, GRW Trading reserves the right to refuse to provide customer service (including, but not limited to, product guarantee or right of withdrawal), to Dropshippers who fail to update a product descriptions to reflect newly updated product description made available by GRW Trading.
9.5 Specific provisions for US Dropshippers
9.5.1 Effective data and precedence. Effective from 20 February 2025, the policies outlined in this Article 9.5 shall apply exclusively to Dropshippers operating in the United States. In case of any conflict between this Article and other provisions herein, this Article 9.5 shall prevail for matters specifically concerning US Dropshipping activities.
9.5.2 Categorization and support levels.
9.5.2.1 US Dropshippers are categorized based on criteria such as their monthly sales proceeds and other performance-related metrics. These categories determine the level of after-sales support provided by GRW Trading, which may include assistance with logistical issues, product returns, and other relevant services.
9.5.2.2 The specific details of the categorization system, including thresholds and the types of support available at each level, are subject to periodic updates. GRW Trading provides comprehensive and up-to-date information on these aspects through the Helpdesk. Drop-shippers can access the latest details on thresholds, support levels, and applicable conditions by visiting the dedicated Helpdesk page
here.
9.5.3 After-sales Support.
9.5.3.1 GRW Trading offers varying levels of after-sales support tailored to the needs of US Dropshippers. While the scope of assistance may vary depending on a Dropshipper’s categorization, support typically addresses issues related to returns, shipping, and other operational challenges.
9.5.3.2 The exact services covered under each support level are subject to change and are detailed in the Helpdesk. Dropshippers are encouraged to consult this resource to understand the support available to them at any given time.
9.5.4 Provisions for New Dropshippers. To ensure a smooth onboarding experience, new Dropshippers are automatically granted access to the highest level of after-sales support during their first month of cooperation with GRW Trading. After this period, their support level will be adjusted based on their categorization and performance.
9.5.5 Discounts and associated fees. Discounts on product pricing and any associated fees are tied to the Dropshipper’s categorization and level of aftersales support. To simplify management and ensure transparency, GRW Trading provides all relevant information on discounts and fees through the Helpdesk. Dropshippers can review these details at any time by visiting the dedicated Helpdesk page
here.
ARTICLE 10 – OBLIGATION OF THE DROPSHIPPER
10.1 Responsibility for legal issues. GRW Trading is not a Party to the sales contract concluded between the Drop-shipper and the End-customer. It is the Drop-shipper’s responsibility to ensure that all legal issues arising from sales are covered by their own terms and conditions. GRW Trading accepts no responsibility for legal issues due to the absence of such terms or other required legal documents between the Drop-shipper and their customers.
10.2 Service Quality. The Dropshipper must provide a level of service to their customers that is at least equal to the service GRW Trading provides to its customers. The Dropshipper cannot direct their customers to contact GRW Trading directly.
Where GRW Trading’s reputation would be affected due to the Dropshipper’s failure to offer the required quality of service, GRW Trading reserves the right to repair the damage by compensating the customer. The costs associated with this compensation will be charged to the Dropshipper. GRW Trading reserves the right to compensate these costs using any potential money owed by GRW Trading to the Dropshipper.
10.3 Compliance with Laws. The Dropshipper shall comply with all applicable laws and registration requirements in the countries where they market the products. All costs or fees incurred for compliance with applicable laws or mandatory registration are Dropshipper’s sole responsibility. In no event shall GRW Trading be held liable for any non-compliance of the Dropshippers with their obligations.
10.4 For orders return with incorrect or empty packages, GRW Trading will contact the Dropshipper to arrange the return of the correct product or refund. Failure to cooperate will result in the termination of the Agreement and potential compensation for losses incurred by GRW Trading.
10.5 Sanctions and export controls. The Dropshipper warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees): (a) observe and comply with all Sanctions and Export Controls; (b) not sell, transfer, export, re-export, or forward the Goods to any individual, entity or jurisdiction subject to Sanctions and Export Controls; (c) The Dropshipper shall not cause the items purchased being sold to or used by any person or entity in countries which are under International Trade Restrictions, Sanctions or Embargo such as Iran, Sudan, Syria, etc. The Dropshipper shall keep GRW Trading and its associates completely indemnified against any liability or legal procedures for non-compliance or breach in this respect.
10.6 In addition to any suspension or termination measures as outlined in article 15 16 herein, GRW Trading reserves the right to impose penalties on the Dropshipper in the event of any alleged or substantiated fraudulent activity. Such measures may be imposed GRW Trading’s sole discretion, and shall be designed to protect and preserve GRW Trading’s rights, interests and business operations. These measures are not confined to specific scenarios and may include financial charges, denial of services, or other actions deemed appropriate by GRW Trading. Any such measure shall not preclude GRW Trading from seeking any damages, legal remedies or other relief to which it may be entitled under applicable law.
10.7 Ethical and social responsibility. The Dropshipper is required to uphold the highest ethical standards in conducting their business operations. This includes but is not limited to:
Ensuring fair and transparent business practices in all dealings with customers, suppliers and partners.
Avoiding deceptive marketing practices, misrepresentations, or false claims about the products offered.
Respecting human rights, labor rights, and adhering to fair working conditions, including the avoidance of child labor, or exploitative practices in the conduct of their activity;
GRW reserves the right to audit and request compliance proof from the Dropshipper to ensure adherence to these obligations. The Dropshipper shall fully cooperate with any inquiries or investigations conducted by GRW regarding their compliance with ethical legal and quality standards.
ARTICLE 11 – GRW TRADING RIGHT TO CARRY OUT AUDITS
11.1 Right to audit. GRW Trading reserves the right to audit Dropshipper's operations and records relevant to the performance of its obligations under this Agreement, in order to ensure compliance with the terms herein.
11.2 Scope of the Audit. The audit may include, but is not limited to, on-site inspections of facilities; review of records, systems and processes related to order processes, customer service, shipping and returns; use of marketing materials, data protection measures; compliance with EPR legislation; and, any other obligations of the Dropshipper under this Agreement. The Dropshipper shall cooperate fully and shall provide access to all relevant personnel, documents, systems and premises during normal business hours upon reasonable notice.
11.3 Audit costs. GRW Trading shall bear the costs of the audit unless the audit reveals a material breach of this Agreement by the Dropshipper. In such case, the Dropshipper shall reimburse GRW for all reasonable audit-related expenses incurred.
11.4 Costs of the audit. If any audit reveals a breach of this Agreement, GRW Trading shall have the right to (i) request corrective actions within a specified timeframe, (ii) terminate the Agreement in accordance with Article 16.3 (termination for cause), and (iii) seek reimbursement for any losses, damages or costs (including audit costs) incurred as a result of the non-compliance.
11.5 Frequency and duration. GRW Trading may conduct audits no more than twice per calendar year unless a breach or suspected breach is identified, in which case additional audits may be carried out as reasonably required.
ARTICLE 12 – LIMITATION OF LIABILITY AND DEFECTIVE PRODUCTS
12.1.1 The aggregate, cumulative liability of GRW Trading for any damages or losses shall be limited to the purchase price of the product.
12.1.2 GRW Trading shall not be liable to the Dropshipper for any indirect, incidental, special, consequential or exemplary damages arising or in connection with this terms and conditions, including loss of profits or lost revenues, business interruption or loss of business information, impairment of other goods or otherwise, even if it has been advised of the possibility of such damages.
12.1.3 The marketing, distribution and sale of the Products does not, to GRW Trading’s knowledge, infringe any rights of third parties. In the event of such infringement, GRW Trading shall not be liable for any claim with regard to such infringement.
12.1.4 The above limitation of liability will not apply in the event damages caused to the Dropshipper by GRW Trading’s willful misconduct or gross negligence attributable to GRW Trading.
12.2 Producer’s responsibility for defective products
12.2.1 Notwithstanding the foregoing, and only to the extent required by law, GRW Trading will take responsibility for any damages caused by its products to the End-customers’ property and/or any suffered injury or death caused by the product’s defects.
12.2.2 In this event, GRW Trading reserves the right to get in direct contact with the End-customer if deemed necessary.
12.3 Recalls
12.3.1 In the event that GRW Trading determines that an event, incident or circumstance has occurred which may result in the need for a recall or other removal of a product or products from the market, GRW Trading will advise the Dropshipper with respect thereto and expect the Dropshipper to take appropriate measures in this regard (ex: contact the customers concerned, remove the product from its range on sale, etc.).
12.3.2 GRW Trading shall make the final determination to recall or otherwise remove the concerned products from the market.
12.3.3 GRW Trading reserves the right to contact the End-customers of the Dropshipper directly in the event of a recall.
ARTICLE 13 – CONFIDENTIALITY
13.1 Definition of Confidential Information. Confidential information includes information marked as such by GRW Trading and any information the Dropshipper should reasonably recognize as confidential. B2B prices are also considered Confidential Information.
13.2 Handling Confidential Information. Dropshipper shall not use Confidential Information other than to perform its obligations under this Terms and Conditions (Purpose). Dropshipper shall use Confidential Information only to fulfill its obligations under these Terms and Conditions (Purpose). Dropshipper shall maintain GRW Trading’s Confidential Information confidential. Disclosure of Confidential Information is limited to employees and contractors under direct supervision and control of the Dropshipper and having:
a) a need to know that information to accomplish the Purpose, and
b) agreed in writing to non-disclosure obligations at least as restrictive as those set out in these Terms and Conditions
Dropshipper shall protect GRW Trading’s Confidential Information with at least the same degree of care used to protect their own Confidential Information using no less than a reasonable standard of care.
13.3 Exclusion. Dropshipper shall not be liable for disclosure of any Confidential Information if the same:
was already known through lawful means by Dropshipper without an obligation of confidentiality before disclosure under this Terms and Conditions as evidenced by written records predating the disclosure
is readily accessible to the public on or after the date of disclosure other than through Recipient’s breach of this Terms and Conditions
was rightfully received by Dropshipper without restriction on disclosure from a third party entitled to make such a disclosure (except that this exception applies only after Recipient receives the information from the third party)
is approved for release or disclosure by written authorization of the GRW Trading or disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
13.4 Ownership and rights. GRW Trading retains full ownership of the disclosed information. No licenses or rights, express or implied, are granted under these Terms and Conditions except for the limited right to use Confidential Information to fulfill obligations.
13.5 Penalties for Breach. If the Dropshipper fails to fulfil its obligations under this confidentiality clause, it forfeits an immediately payable penalty of €500 per breach and €100 for each day that such breach continues, without prejudice to the other Party’s right to claim specific performance and/or damages and without prejudice to the other rights that the other party may have by virtue of law or this Agreement.
ARTICLE 14 – INTELLECTUAL PROPERTY AND MARKETING MATERIAL
14.1 Intellectual Property Protection. The content on GRW Trading’s website, including but not limited to, images, website layout, text and trademarks, is protected by Intellectual Property Rights.
14.2 Rights granted to Dropshipper. Under these Terms and Conditions, the Dropshipper is granted a non-exclusive, limited and non-sublicensable right to use Product Imagery in order to sell GRW Trading and vidaXL products. After creating an account, the Dropshipper will be directed to the appropriate URL link for images of each product. Under no circumstances is the Dropshipper allowed to file and/or register a trademark or domain name containing the element “vida” and/or “GRW Trading” or similar elements or logos.
14.3 Penalties for infringement. Any infringement of clause 1314.1 will result in a penalty of €10,000 (ten thousand euros) payable to GRW Trading. Infringements include, but are not limited to, misuse of the content or making nonpublic content available to third parties.
14.4 Use of EAN and GTIN codes. When using GRW Trading's or GRW Trading's suppliers' EAN (European Article Number) and GTIN (Global Trade Item Number) codes to list products on online marketplaces, the Dropshipper must accurately indicate vidaXL as the product's brand/supplier and must not present their own brand as the manufacturer.
14.5 Image Use. All GRW Trading product images are made available for use by the Dropshipper on their website, within the limitations set out in these Terms and Conditions. Upon creation of their account, the Dropshipper will be provided with the appropriate URL links to access and download the product images.
ARTICLE 15 – PERSONAL DATA
15.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection laws.
15.2 Data Controllers. Both GRW Trading and the Dropshipper determine their own purposes and means for processing personal data and thus qualify as data controllers under the EU General Data Protection Regulation (GDPR).
15.3 Security Measures. Parties will implement appropriate technical and organizational measures to ensure the security of the data, safeguarding it against accidental or unlawful destruction, alteration, loss, unauthorized access, disclosure or any (other) unlawful forms of processing, including restricted access and use of the Data. In any event these measures shall meet the obligations with regard to availability, reliability and security as set out in Article 32 of the GDPR. GRW Trading will not be liable for unauthorized access to the information supplied by the Dropshipper except in the event of GRW Trading’s negligence.
ARTICLE 16 – TERM, TERMINATION CONSEQUENCES OF TERMINATION AND SURVIVAL
16.1 Term. This Agreement is entered into on the date of creation of the Dropshipper’s account and shall continue for an indefinite period until terminated by either party pursuant to Article 1516.2 or by GRW Trading pursuant to article 1516.3.
16.2 Termination for convenience
16.2.1 Except where otherwise provided by law and without prejudice to article 1516.5, either party may terminate this Agreement at any time without prior notice and with immediate effect.
16.2.2 In the event that the Dropshipper would like to end cooperation with GRW Trading and was not able to place an order within the first 30-days of his membership, he will be entitled, upon request, to a refund of his first monthly subscription fee. GRW Trading will not refund subscription fees outside these terms.
16.3 Termination for cause.
16.3.1 If the Dropshipper materially defaults (including but not limited to the willful, material and wrongful disclosure of Confidential Information) in the performance of any of its duties or obligations under this Agreement, GRW Trading reserves the right, among other things, to immediately and temporarily suspend the Dropshipper’s account, withhold any payments due to the Dropshipper and block access to its wallet. Situations which may result in such temporary suspension include, but are not limited to:
Breach of any clauses stemming from this Agreement;
Suspicion of fraud, willful misconduct or gross negligence including but not limited to: selling non-genuine vidaXL products, intentional failure to deliver, order diverting, etc.;
Directing its customers directly to GRW Trading’s customer service;
Engage in illegal activity;
Infringement of intellectual property of GRW Trading, vidaXL or third parties;
Bankruptcy of the Dropshipper or equivalent situations;
Lack of professionalism of the Dropshipper towards its Customers or GRW Trading agents;
Failure to provide the requested level of customer service (Redirecting customers directly to GRW Trading, bad reviews of the Dropshipper, etc.)
16.3.2 Where the Dropshipper’s default referred to in article 16.3.1 is not substantially cured within thirty (30) days after written notice is given to the Dropshipper, or with respect to those defaults which cannot reasonably be cured within (30) days, if the Dropshipper fails, within thirty (30) days, to cure the default, GRW Trading may, by giving written notice of termination to the Dropshipper, terminate this Agreement as of a date specified in the notice of termination (the “Termination Date”) such Termination Date being subsequent to the date of the notice of termination.
16.3.3 Where reasonable and proportional to safeguard GRW Trading’s interests, GRW Trading reserves the right to temporarily suspend any of its obligation under the present Agreement in the event of suspension or termination of the Dropshipper’s account as described in articles 1516.3.1 and 1516.3.2.
16.3.4 GRW Trading reserves the right to use any amounts of money still available in the Dropshipper's wallet past the Termination Date to off-set any outstanding debt. Any remaining funds will be transferred to the Dropshipper upon written request within ninety (90) days following the Termination Date.
16.3.5 The Dropshipper may, at its own discretion, decide to appeal the decision, taken by GRW Trading on the basis of article 16.3, to permanently terminate cooperation with the Dropshipper. To do so, the Dropshipper shall contact GRW Trading’s B2B Support Team within 90 days from the Termination Date.
16.4. Consequences of termination (temporary or permanent).
16.4.1 Any termination of this Agreement for any reason shall be without prejudice to any rights or remedies a party may be entitled to at law or under this Agreement and shall not affect any accrued rights or liabilities of either party.
16.4.2 Any obligations of the Dropshipper arising from the contractual relationship between the Dropshipper and its Customers will not be terminated by the suspension or permanent termination of the Dropshipper’s account.
16.4.3 In the event of termination of this Agreement, any obligation of GRW Trading regarding after-sales services will survive, from the Termination Date, for the statutory warranty period applicable to specific situations.
16.5 Survival. The following articles shall survive termination of this Agreement for the duration required by law: articles 9, 10, 11, 12, 13, 14, 15, 16, 17 and, 18, 19, 20 and 21.
ARTICLE 17 – MISCELLANEOUS
17.1 Variation. GRW Trading reserves the right to amend the Terms and Conditions without prior notice to the Dropshipper.
17.2 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.
17.3 Force majeure. Neither Party shall be liable for breach of contract or failure to perform due to circumstances beyond their reasonable control.
17.4 Independence. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture, or agency relationship between the parties hereto or constitute or be deemed to demonstrate that either party is or has become the agent of the other for any purpose whatsoever.
17.5 Assignment. The Dropshipper may not assign this Agreement or any of its rights or obligations without GRW Trading’s prior consent. GRW Trading may delegate, assign, sell novate or subcontract in part or in whole its obligations and rights (including receivables) under any agreement to any of its affiliates or any third party without the Dropshipper’s consent.
ARTICLE 18 – GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
18.1 These Terms and Conditions shall be exclusively governed by, and construed in accordance with, the laws of the United Arab Emirates ("UAE"), specifically the legal framework established under the Jebel Ali Free Zone Authority ("JAFZA"). The parties expressly agree to the exclusive application of UAE law, without regard to any conflict-of-law provisions that might otherwise apply under the laws of any other jurisdiction.
18.2 Prior to initiating any formal legal proceedings, the parties agree to attempt in good faith to resolve any disputes arising from or relating to these Terms and Conditions through amicable negotiations. The parties shall endeavor to resolve such disputes expeditiously and in a cooperative manner, seeking to reach a mutually acceptable resolution without resorting to litigation.
18.3 Notwithstanding the provisions of Brussels I Regulation (1215/2012) or any applicable jurisdictional rules under EU law, the parties irrevocably agree that any dispute arising from or related to these Terms and Conditions shall be exclusively subject to the jurisdiction of the courts in Dubai, UAE. This choice of jurisdiction shall apply even if the goods are delivered to a country within the European Union, or any other jurisdiction, unless otherwise mandated by mandatory provisions of local law that cannot be waived by agreement.
18.4 The parties may, by mutual agreement, opt to resolve any dispute through alternative dispute resolution mechanisms, such as binding advice or arbitration, rather than through court proceedings. Any such arbitration or binding advice shall take place in Dubai, UAE, unless otherwise agreed in writing by the parties.
GRW Trading Extended Producer Responsibility (EPR) Policy
GRW Trading Extended Producer Responsibility (EPR) Policy
Article 1 Background
As part of our commitment to the United Nations Sustainable Development Goals (UN SDGs)—particularly SDG 12: Responsible Consumption and Production—GRW Trading takes responsibility for the lifecycle of its products, including their collection, recycling, and disposal, where legally required. We recognize that sustainable consumption and production are essential to minimizing environmental impact, conserving resources, and reducing waste. Accordingly, in each market, we comply with applicable Extended Producer Responsibility (hereinafter referred to as “EPR”) obligations — and we expect our partners to do the same.
Article 2 Legal Basis
GRW Trading’s and your Extended Producer Responsibility (EPR) obligations are based on key pieces of European Union legislation, which include but are not limited to the following:
(a) Waste Framework Directive (2008/98/EC): Establishes the foundational principles of waste management, including producer responsibility for waste prevention, reuse, recycling, and disposal.
(b) Packaging and Packaging Waste Directive (94/62/EC): Regulates the management of packaging waste and assigns responsibility to producers for its collection and recycling. This directive will be repealed and replaced by the Packaging and Packaging Waste Regulation (PPWR), which entered into force on 11 February 2025 and will apply from 12 August 2026 (with certain exceptions). Decision 97/129/EC will be repealed from 12 August 2028.
(c) Waste Electrical and Electronic Equipment (WEEE) Directive (2012/19/EU): Outlines requirements for the responsible collection, treatment, and disposal of electronic and electrical equipment.
(d) Batteries Directive (2006/66/EC): Sets out producer obligations for the collection, recycling, and environmentally sound disposal of batteries.
These directives have been transposed into national legislation across EU member states. While implementation may vary slightly by country, the obligations remain legally binding throughout the European Union.
Article 3
3.1. In the jurisdictions listed below and unless otherwise required by law, EPR related to vidaXL branded products shall be borne by GRW Trading: Extended Producer Responsibility (EPR) applies for vidaXL branded products in the following countries:
i. Austria
ii. Belgium
iii. Bulgaria
iv. Czech Republic
v. Germany
vi. Denmark
vii. Estonia
viii. Finland
ix. France
x. Greece
xi. Croatia
xii. Hungary
xiii. Ireland
xiv. Italy
xv. Lithuania
xvi. Luxembourg
xvii. Latvia
xviii. Netherlands
xix. Norway
xx. Poland
xxi. Portugal
xxii. Romania
xxiii. Sweden
xxiv. Slovenia
xxv. Slovakia
xxvi. Spain
xxvii. Switzerland
3.2. Dropshippers operating and selling in all other markets than EU, including but not limited to the countries listed below, are responsible for assessing and fulfilling their own EPR obligations:
i. Australia
ii. Canada
iii. Japan
iv. United Arab Emirates
v. United Kingdom
vi. United States of America
Article 4 – Parties’ rights and obligations
4.1 Obligations of each Party
4.1.1 Obligations of GRW: In the markets referred to in Article 3(1), GRW Trading shall:
a) Register with relevant EPR authorities in each applicable country;
b) Ensure products are labeled in accordance with local EPR requirements;
c) Submit regular reports on product sales, waste management, and recycling activities;
d) Pay applicable recycling and disposal fees as required by local laws;
e) Where required, implement or participate in systems for the collection and proper disposal of end-of-life products.
f) Provide relevant documentation evidencing EPR compliance, including but not limited to registration numbers and proof of compliance, upon written request to the designated email address provided in Article 6.
4.1.2 Obligations of Dropshippers: In the markets referred to in Articles 3(2) and 3(3), Dropshippers shall:
a) Identify applicable EPR regulations and register with local authorities where required;
b) Report sales, waste management data, and pay any required EPR fees in compliance with local laws.
4.2 Rights of each Party
4.2.1 Rights of Dropshippers: In the markets referred to in Article 3(1), Dropshippers have the right to :
a) Expect GRW Trading to make reasonable efforts to provide accurate product information necessary for EPR compliance;
b) Rely on GRW Trading to use reasonable efforts to ensure correct labeling and compliance in markets where it holds responsibility;
c) Request clarification and guidance from GRW Trading regarding EPR-related obligations.
4.2.2 Rights of GRW Trading (GRW): GRW Trading’s rights in the markets referred to in Article 3(3):
a) Require Dropshippers to comply with applicable product labeling and waste management obligations;
b) Terminate partnerships with Dropshippers who fail to comply with EPR regulations or sustainability commitments.
4.3 Generalities
4.3.1 Dropshippers that resell or list vidaXL products under their own brand shall bear full and independent responsibility for ensuring their compliance with all applicable EPR obligations.
4.3.2 GRW Trading shall engage exclusively with dropshippers who demonstrate a clear, ongoing commitment to EPR compliance and adherence to applicable sustainability standards.
Article 5 – Non-Compliance
Non-compliance may result in:
(a) Restrictions on product listings in affected markets;
(b) Financial penalties or legal action by local authorities;
(c) Termination of dropshipping agreements;
Article 6 – Policy Update
This policy is subject to periodic updates to reflect changes in EPR regulations. Dropshippers will be notified of any significant changes.
For any questions regarding EPR compliance, please reach out to our team at [email protected]
