Dealer Terms and Conditions
Last updated and valid from 29 March 2023 – Download as PDF
These Terms and Conditions are for DEALERS only

Contents:

Article 1 – Definitions
Article 2 – Corporate Identity/Entrepreneur
Article 3 – Relevance
Article 4 – Quotations and offers
Article 5 – Deliveries, terms, performances and changes
Article 6 – Contract duration, suspension, termination and dissolving of any agreement
Article 7 – Payments and debt collection
Article 8 – Guarantees, warrant, research and complaint term
Article 9 – Liability
Article 10 – Transition of risk
Article 11 – Force Majeure / Circumstances beyond control
Article 12 – Intellectual property
Article 13 – Disclaimer Front Trading media content
Article 14 – Confidentiality
Article 15 – Applicable law and judge
Article 16 – Severability
Article 17 – Transferability
Article 18 – Dropshipping
Article 19 – Waiver

Article 1 – Definitions

Dealer Terms and Conditions the following definitions are applicable:

Front Trading: That’s us. Also referred as ‘we’ or ‘entrepreneur’.
Dealer: a natural person dealing on behalf of a company or profession and who comes to a distance agreement with the entrepreneur. Also addressed as ‘you’.
Consumer: the natural person not dealing on behalf of a company or profession and who comes to a distance agreement with the entrepreneur.
Day: calendar day.
Distance Agreement: an agreement based on a corporate organized system of distance sales of products and services including the closing of an agreement using one or more techniques of distant communication.
Technique of distant Communication: a means that can be used to close an agreement without the consumer and the entrepreneur have gathered together in the same place and at the same time.
Agreement: any other agreement than a distance agreement.
A length transaction: a distance agreement related to a series of products and services of which the delivery obligation and the purchasing are spread over a period of time.
Durable Medium: any instrument which enables the recipient or the entrepreneur to store information addressed personally to them in a way accessible to future reference for a period of time adequate to the purpose of the information and which allows the unchanged reproduction of the information stored.
Entrepreneur: the natural person or corporation who offers distance products to consumers.
Publication: Everything that’s published by Front Trading, including but not limited to (mobile) websites, and (mobile) applications, including thereon published content.
Content: Everything that gets published through a Publication, including text, photos, videos, products and computer programming, irrespectively its editorial or commercial nature
Dropshipping: Any order a dealer places with Front Trading and that is directly shipped to a third party.

Article 2 – Corporate Identity/Entrepreneur

Front Trading
Viaductweg 48
2525 KL
The Hague
The Netherlands
Phone number: +31646764999
E-mail: info@fronttrading.com
Chamber of commerce number: 62299808
VAT identification number: NL002033397B05

Article 3 – Relevance

  1. These Dealer Terms and Conditions apply to any offer of the entrepreneur and to every finalized distance agreement between entrepreneur and dealer for all websites, products and services provided by Front Trading which include:

www.fronttrading.com

  1. Front Trading reserves the right to include additional conditions for certain products or services. However, we will always inform you in a timely fashion if these conditions apply. The additional conditions also apply if these conditions contradict with the Dealer Terms and Conditions, unless stated otherwise by us.
  2. Dealer can only deviate from one or more provisions if agreed upon by Front Trading and dealer.
  3. Terms and Conditions for consumers DO NOT apply for dealers, unless stated otherwise by us.
  4. Front Trading can change or complement these Dealer Terms and Conditions at any time. We will let you know in a timely fashion. The changes are binding from the starting date we indicate.
  5. You can always request a digital copy of these Dealer Terms and Conditions by sending an e-mail to info@fronttrading.com or by downloading it from our website.
  6. Dealer accepts these Dealer Terms and Conditions upon placing any kind of order, pre-order, or backorder. An agreement or distance agreement comes about upon placing any kind of order, pre-order, or backorder.
  7. These Dealer Terms and Conditions only apply for dealers and NOT for a natural person who is not acting on behalf of a company or profession. We have separate Terms and Conditions for consumers.

Article 4 – Quotations and Offers

  1. All of our quotations and offers are without obligation, except if we included a deadline for acceptance. A quotation or offer expires when we can no longer deliver a product or service. This is also the case when you don’t sign and return the quotation or offer within 14 days. A quotation or offer is valid for one agreement or distance agreement and not for any other future agreements.
  2. Dealers cannot derive any rights from any mistakes Front Trading might make in quotations and offers.
  3. All prices in quotations and offers are excluding VAT or any other forms of taxes that may be included by law, unless stated otherwise.
  4. If dealer does not accept ALL or parts of a quotation or offer, we do not have any kind of agreement, unless stated otherwise.
  5. Special prices in quotations and offers do not apply for future orders. They also only apply for the complete agreement and not for just part of the agreement.
  6. Distance agreements are processed through collected data. Other agreements are put in (digital) writing before becoming effective. Under new GDPR law we changed and updated our Privacy Policy to the highest standards. Read it to see how we collect and store your data, and what rights you have regarding your data.
  7. Product photos on our websites represent the final products as much as possible. We are not liable or can not be held accountable for any deviations between photos and specifications and the final product.
  8. Before we start doing business we want to know who we are dealing with. Therefore, dealer shall supply us with all the information we request. Part of building this trustworthy relationship may include a down payment by dealer for an order. Front Trading reserves the right the refuse any order or request.
  9. Products or product amounts that are specifically ordered for dealer can not be returned and must be paid in full to Front Trading.
  10. If the conditions of Front Trading are met by dealer, it is possible for dealers to order, pre-order and backorder products by invoice. Standard term of payment for our invoices is 30 days unless we agree explicitly otherwise. More about payments can be found in article 7.
  11. Front Trading doesn’t always specify why an order is refused. We reserve the right to refuse any order without communicating any reason.
  12. Products purchased by dealer can not be offered to consumers by dealer with a discount within one year after purchase at Front Trading. This is done to keep the industry healthy. Dealer can always contact Front Trading to discuss exceptions.

Article 5. Deliveries, terms, performances and changes

  1. Customer is king. That’s why will always do our utmost best and treat your orders with care.
  2. We start processing your order within one working day after the order confirmation.
  3. We send the order to the delivery address of the dealer’s business except for dropshipping orders as discussed in article 18.
  4. Products that are in stock will be shipped as soon as possible. Sometimes your order is not completely available. In such case Front Trading will assess and decide what’s the best course of action. It might be that we ship the products that are available and send the rest as soon as they arrive in our warehouse, or we might hold off on delivery until we have your complete order in stock. We might ask for the dealer’s preference in certain cases, however we reserve the right to the final decision.
  5. Front Trading does its best to deliver on time. However, delivery terms are subjective to many outside factors and are therefore without obligation. Front Trading isn’t liable or accountable for delivery terms that aren’t met and is not reason to dissolve any agreement. Of course, we will inform dealer as soon as possible if delivery terms cannot be met.
  6. Front Trading works with trusted shipping partners. We provide dealer with bespoke shipping and delivery options and prices.
  7. It’s up to dealer to ensure the delivery can be accepted and unloaded on location of delivery.

Article 6 – Contract duration, suspension, termination and dissolving of any agreement

  1. Front Trading reserves the right to suspend or dissolve any agreement at any time without paying any loss of damages. We will not do this without reason of course. Reasons might include:
  • If dealer fails to fulfil or partly fulfil obligations set in any agreement.
  • If we believe dealer can’t fulfil their obligations after we closed any agreement.
  • If dealer fails to proof he’s able to fulfil the obligations of the agreement after Front Trading asked to do so.
  • If a delay on your part effects our ability to fulfil our part of an agreement.
  1. Front Trading reserves the right to immediately dissolve any agreement if it’s impossible for Front Trading to deliver.
  2. Front Trading has the right to claim outstanding bills immediately upon dissolvement of any agreement.
  3. A contract between Front Trading and dealer can be terminated with a notice period of 30 days for contracts of undetermined time, and 14 days for contracts of determined time, unless we determined otherwise beforehand.
  4. When Front Trading terminates an agreement, we will consult dealer about the outstanding orders. Dealer is responsible for any costs if he terminates the agreement.
  5. We certainly do not hope so, but it could be that you experience rough financial weather, this includes liquidation, (application for) a moratorium, bankruptcy or other circumstances which prevent you to freely dispose over your capital. In this case Front Trading has the right to immediately dissolve any agreement or cancel any order or agreement. In such cases we are not obligated to pay you any loss of damages or compensation. Front Trading’s claims to outstanding payments by dealer are immediately collectable.
  6. If dealer (partly) cancels an order, Front Trading will charge dealer for the ordered or prepared products, unless otherwise agreed upon. These charges include delivery costs and labour. Instance as described in article 5.4 are exceptions to this paragraph.

Article 7 – Payments and debt collection

  1. Unless otherwise agreed, payments for orders of products and services are to be paid up front and immediately by dealer.
  2. Payment by invoice is only possible if we grant you this option. In such case, the standard term of payment for invoices is 30 days, unless otherwise agreed upon. We expect you to pay on time and in the currency mentioned on the invoice. Front Trading can change or revoke the term of payment for invoices at any time for future orders.
  3. If dealer doesn’t pay on time, Front Trading considers this as a payment default. In such case dealer owes Front Trading 8% interest per year on the outstanding amount. The commercial interest can be higher than 8% in which case the commercial interest overrules this percentage. Any outstanding invoices will also be raised with a fixed 15% over the outstanding amounts with a minimum of €50,- per invoice. Furthermore, Front Trading can also claim suffered damages and costs. Exceptions on this paragraph are possible through mutual and explicit consent between Front Trading and Dealer.
  4. If Front Trading owes an amount to dealer, we can settle this amount with any outstanding amount with dealer.
  5. Dealer must pay the invoice during a settlement procedure of an objection against this invoice.
  6. Dealer must pay all costs Front Trading makes to collect an outstanding amount when you fail to fulfil your obligations. These costs may include, but are not limited to, debt collection costs or judicial costs, for example if we need to hire an attorney.
  7. Front Trading reserves the right to check your solvency within the boundaries of the law. Depending on the results, Front Trading may set additional conditions, for example bank guarantees.
  8. Front Trading cannot guarantee your safety when ordering online. Dealer accepts and acknowledges the possibility that others (hackers) might steal, intercept, or otherwise falsify the data you provide us.
  9. Front Trading maintains ownership of all goods that are delivered or still have to be delivered until all outstanding payments have been settled.

Article 8 – Guarantees, warranty, research and complaint term

  1. All products delivered by Front Trading to dealer are in good and working order like you may expect. Of course, as long as the products are used for their intended use.
  2. Any warranty or guarantees Front Trading mentions in these Dealer Terms and Conditions are the standard factory warranty, unless both parties agree otherwise.
  3. Any warranty or guarantees expire if the product is used in a wrongful manner. This includes failure to maintain the product properly and circumstances outside of the control of Front Trading.
  4. Front Trading expects dealer to check the products that are delivered upon arrival for faults, damages or other deviations from what we agreed upon.
  5. Dealer must report visible defects, within 3 days after delivery, to Front Trading with a detailed report of the defects. Non-visible defects must be reported within 5 days in a similar manner. If these conditions are not met, Front Trading can’t guarantee to provide a solution for the problem.
  6. If dealer reports a defect, Front Trading still expects all payment terms are met by dealer, unless otherwise agreed upon. We consider that dealer accepted the products if he did not report the defect on time.
  7. If dealer reports the defect too late, dealer loses the right to repair, replacement or compensation. Front Trading can make exceptions at their own discretion.
  8. If Front Trading and dealer agree that if a product has a defect and dealer reported this on time, then Front Trading will replace, repair, or compensate the product as soon as possible, after the product is returned to Front Trading. In some cases, Front Trading doesn’t need to wait for the product to be returned but will state this explicitly to dealer.
  9. Front Trading doesn’t accept returns of products with damage caused by dealer. In such case dealer must pay for all costs. A returned product must arrive at Front Trading in the same condition as it was delivered in the first place to dealer. Exemptions can be made by Front Trading at its own discretion.

Article 9 – Liability

  1. Front Trading’s liability is limited to what is stated in this article if we don’t fulfil the conditions of our agreement with dealer.
  2. Front Trading is not liable if dealer provided us with invalid or incomplete data.
  3. Front Trading’s liability is never higher than the invoice value of the part we are liable to.
  4. Front Trading’s liability is never higher than the amount an insurance company pays out for that specific case.
  5. Front Trading can only be liable for direct damage. Direct damages are for example, reasonable costs that are made to determine the cause and effects of the damage. Costs dealer makes to limit its damage. These costs only apply if dealer can proof that they actually limited additional damage.
  6. Front Trading is never liable for indirect damage. Indirect damage is for example loss of profit, loss of reputation, goodwill, business of contracts.
  7. Front Trading is not liable if dealer is insured for any sustained damages.
  8. Front Trading is liable if we caused damage on purpose, or if we have been careless on purpose.

Article 10 – Transition of risk

  1. Front Trading no longer accepts any risk upon delivery of goods to dealer’s own business delivery address. From that moment all risk transitions to dealer. For dropshipping orders we refer to article 18.
  2. Front Trading has no further risk if the delivery of goods to dealer failed due to the fault of dealer. On that moment risk transitions to dealer.
  3. Front Trading has no further risk when we delivered goods or services at the address dealer provided.
  4. When the risk transitioned from Front Trading to the dealer, article 7.9 still applies.

Article 11 – Force Majeure / Circumstances beyond control

  1. Front Trading does not have to fulfil its obligations to dealer in circumstances beyond control. This continues as long as these circumstances are in effect.
  2. What are circumstances beyond control? Every circumstance beyond our control or will and/or unforeseen circumstances that prevent, hinder our obligations to dealer partially of in full. In laymen terms:
  • Strikes
  • Sickness of entrepreneur or employees
  • Fire and/or flooding
  • Water damage
  • Wars and/or riots
  • Export and/or import limitations
  • Business malfunction
  • Power outage
  • Disruptions in a telecommunications network or other communication systems and/or unavailability if our website(s)
  • Non-deliveries or partial deliveries by suppliers or third parties
  • Lack of available permits

Article 12 – Intellectual Property

  1. All (intellectual) property regarding Publications, including author-, brand-, database-, and trade- and copyright properties lie with Front Trading and their licencing parties. The right of Use of a Publication doesn’t imply transfer, licensing rights, or any other (users) rights regarding these (intellectual) properties, unless otherwise stated in these Dealer Terms and Conditions.
  2. Front Trading maintains explicitly all copyrights and royalties regarding all publications. It’s not allowed to share, multiply, publish any Publications unless you have written permission from Front Trading.
  3. It is allowed though to share or embed a Publication without written consent of Front Trading on social media channels such as Facebook and Instagram by copying the link to the publication or by using the sharing applications of Front Trading.

Article 13 – Disclaimer Front Trading Media Content

  1. If we provided you with a link to our Dropbox Media Content folder, you may use content from this Dropbox folder to support product related marketing activities within your own domain. If a file name contains “Copyright [name maker]” you must use this to properly credit the owner of these copyrighted files.
  2. All the information in this folder is published in good faith and for your purpose only. Front Trading does not make any warranties about the completeness, reliability and accuracy of this information. Any action you take upon the information you find in this folder, is strictly at your own risk. Front Trading will not be liable for any losses and/or damages in connection with the use of this content in any way.
  3. By using this Front Trading Media Content Dropbox folder, you hereby consent to our disclaimer and agree to its terms.

Article 14 – Confidentiality

  1. It might be that dealer hears or sees confidential information by closing an agreement with Front Trading. If dealer reasonably can expect that this information is in fact confidential, he may not disclose this information in any way. Front Trading expects dealer to not disclose any confidential information even if our agreement ends.

Exception to confidentiality:

  1. If dealer already obtained or possessed this information in a legal fashion before receiving it from Front Trading. Unless dealer already knew at the time this was confidential information.
  2. If the information was part of public knowledge at the time dealer received this information from Front Trading.
  3. If dealer has to disclose this confidential information to obey the law.

Article 15 – Applicable law and judge

  1. Dutch law and Dutch law only applies to offers and agreements between Front Trading and dealer.
  2. The Vienna sales convention is excluded explicitly. We do not participate in this.
  3. Any disagreements or disputes between dealer and Front Trading due to any of our agreements will be submitted to a judge.

Article 16 – Severability

In the event that any provision of these Dealer Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Dealer Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

Article 17 – Transferability

  1. Dealer must have written consent of Front Trading before dealer can transfer its rights from these Dealer Terms and Conditions to a third party.
  2. Front Trading can transfer all rights and obligations from our agreement and these Dealer Terms and Conditions to a third party. Of course, we will inform dealer in a timely manner.

Article 18 – Dropshipping

If a dealer places an order with Front Trading to be delivered directly to any third party, also known as dropshipping, our ‘Dealer Terms and Conditions’ only apply to the agreement between the dealer and Front Trading. Additionally;

  1. Front Trading is not responsible or liable for any terms and conditions that are agreed upon between the dealer and any third party.
  2. With any dropshipping order the risk of shipping lies with the dealer and not Front Trading.
  3. Front Trading does not accept any returns of dropshipping orders. Third party returns must be accepted and handled directly by the dealer.
  4. Front Trading will not handle any direct communication with any third party.
  5. In the case of warranty issues or complaints by third parties on dropshipping orders, Front Trading will only communicate with the dealer directly in the case these warranties or complaints are covered by our ‘Dealer Terms and Conditions.’
  6. Front Trading has the right to charge the dealer a handling fee for each separate dropshipping order.
  7. Front Trading has the right to charge the dealer with any additional (unforeseen) costs that result directly from dropshipping orders.

Article 19 – Waiver

Front Trading never waives its rights. Even if we do not exercise our rights or exercise them delayed.