Drafting General Terms and Conditions for Dropshipping

With dropshipping, you sell products through your webshop, while your supplier ships the ordered product directly to your customer. You do not hold any inventory yourself, but legally speaking, the customer enters into the purchase agreement with you and not with the supplier. This means that you are fully responsible and liable to the consumer, even though you have never held the product in your hands. General terms and conditions for dropshipping define the rights and obligations between you and your customer and limit your risks.

You need this document as soon as you offer products via your own webshop that are shipped by a third party. The terms and conditions are indispensable because you are subject to mandatory consumer law: you are selling remotely to consumers and must comply with strict rules regarding information, delivery times, and returns. Good terms and conditions clarify in advance what the customer can expect from you and prevent disputes when a delivery goes wrong with your supplier.

The core of dropshipping terms and conditions consists of agreements regarding delivery, returns, liability, and warranty. Because the actual shipment is handled by an external party, you must use realistic delivery times and state that products are shipped directly from the supplier, potentially from abroad. Clearly state what happens in the event of delays, damage, or loss during transport, and how you handle complaints.

In addition, the terms and conditions should include provisions regarding the statutory cooling-off period, the return address, the payment method, the price including VAT, and any shipping or import costs. Also include a conformity and warranty scheme that complies with legal requirements. Please note that you cannot validly include provisions that deviate from mandatory law to the detriment of the consumer; such clauses are voidable.

In distance selling to consumers, an extensive pre-contractual duty to provide information applies pursuant to Article 6:230m of the Dutch Civil Code. Before the customer places an order, you must provide, among other things, the main characteristics of the product, the total price including taxes and delivery costs, the delivery period, your company details, and the conditions of the right of withdrawal. This information forms part of the agreement.

The law further requires the customer to confirm the order with an unambiguous obligation to pay and that you confirm the agreement to the customer on a durable data carrier. When dropshipping, it is advisable to explicitly include or make available the model withdrawal form in your terms and conditions so that the customer can easily exercise their cooling-off period. Incomplete information can extend the cooling-off period and expose you to additional risk.

Pursuant to Article 6:230o of the Dutch Civil Code, the consumer has a fourteen-day cooling-off period during which they can cancel the purchase without giving a reason. With dropshipping, this is a tricky point, as you often do not have your own business premises or a return address. Nevertheless, you must accept the returned products and refund the payment, including standard shipping costs. Therefore, arrange in advance with your supplier where returns should be sent.

If you fail to inform the customer about the right of withdrawal, or do so incorrectly, the cooling-off period is automatically extended to a maximum of twelve months. Clearly state in your terms and conditions the timeframe within which the customer must notify, who bears the return costs, and the condition in which the product must be returned. Also mention any statutory exceptions, for example for custom-made or sealed hygiene products.

If you do not agree on a delivery time, you are required by law to deliver within thirty days at the latest. If your supplier fails to deliver or delivers late, that is your problem towards the consumer: the customer may put you in default and, in the event of non-delivery, dissolve the agreement and demand a refund. Therefore, be realistic about the delivery time in your terms and conditions, especially when products are shipped from another continent.

The delivered product must meet what the customer could reasonably expect based on the agreement (conformity). If it does not, the consumer may demand repair, replacement, a price reduction, or dissolution of the contract. Since you depend on the quality of your supplier, it is wise to test products and include clear conformity and warranty agreements so that you know where you stand if a product shows defects.

The greatest risk is that you are fully liable to the consumer, while you hand over the actual execution to your supplier. If the supplier delivers late, damaged, or an unsafe product, you will bear the costs of the damage and the handling. For products from outside the EU, there is the added risk that you may be classified as an importer and are responsible for product safety, CE marking, and VAT remittance.

Your general terms and conditions cannot eliminate this risk with respect to the consumer, but they can limit and clarify it. They set realistic expectations, regulate the complaints and return procedure, and limit your liability to the extent permitted towards consumers. Equally important is a comprehensive supplier agreement in which you establish your right of recourse against the supplier, enabling you to recover damages paid.

Standard texts or generators rarely adequately cover the specific risks of dropshipping. They often fail to take into account international shipping, missing return addresses, importer liability, or recourse against your supplier. A tailored document aligns with your products, your supplier, and your working methods, and complies with mandatory consumer law.

MKB Juristen drafts your custom dropshipping terms and conditions—legally correct and tailored to your webshop—for a fixed price upfront. This way, you know exactly where you stand and limit your liability where possible. Contact us to have your terms drafted quickly and carefully.