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The use of the site, the purchase or the resale of the products implies the acceptance of these General Terms and Conditions of use of www.drops.com.co
OBLIGATIONS OF THE PARTIES
From DROPS:
Maintain and obtain health permits, as well as those required by the competent authorities for the marketing of products.
Defend the reputation of product brands against third parties.
Deliver the products in the agreed conditions and take them to their destination according to the availability of the company that transports the products.
When applicable, pay according to compensation plans.
When requested, make the characteristics of the products available to people, in terms of quality certificates and permits. Under no circumstances will information protected by industrial secret, confidentiality clauses or information protected under intellectual property legislation be disclosed.
Make available the necessary training so that people who wish to resell the products know in depth their characteristics.
Deliver the instruction manuals for each product.
The others that by law correspond to it.
4.2.1. By the USER:
Pay the agreed price for the products.
Read and understand the manuals before using the products
Do not manipulate or alter the security mechanisms of the products. Any manipulation affects the product warranty.
Inform DROPS of any questions or complaints you may have about the products.
4.2.2. If the USER is going to RESELL the products:
Pay the agreed price for the products.
Read and understand the manuals, the trainings that have been sent before using and / or reselling the products.
Respect the prices established for resale
Do not manipulate or alter the security mechanisms of the products. Any manipulation affects the product warranty.
Comply with the non-compete clause.
Inform DROPS of any questions or complaints a consumer may have about the products.
Comply with the confidentiality clause.
Comply with the advertising clause.
The others that by law correspond to it.
PARAGRAPH. The user who resells DROPS products will be solely responsible for their commercial management and will send the products to their customers at their own risk and expense. It will be responsible in the first instance for claims, returns and retractions of product purchases and in the second instance DROPS will do so. In any case, DROPS recommends exercising prudence and common sense when interacting with other users and customers.
INDEPENDENT CONTRACTOR
This contract does not create or generate any employment relationship between DROPS and USERS, or between USERS and DROPS employees, or between USERS and DROPS subcontractors. THE PARTIES will act at all times by their own means, under their full responsibility and technical, administrative, financial and legal autonomy. DROPS will be solely and exclusively responsible for compliance with all legal regulations related to the hiring of its own personnel.
The USER may not promote himself as an official or authorized distributor since this quality will only be granted in writing and under the parameters established by DROPS in a contract intended for this purpose.
This agreement does not create any partnership, de facto, mandate, franchise, Joint Venture, agency distribution or employment relationship between DROPS and the User.
DATABASES.
All information subject to the Habeas Data Law LAW 1581 OF 2012, understand DATABASES of clients, among others, information collected by USERS in the execution of the contract and its subcontractors, will belong to DROPS, even at the end of the contract.
NON-COMPETITION CLAUSE.
USERS may not market products that compete or are complementary to those in the DROPS product portfolio. Complying with this principle will be considered unfair competition and the USER may be the subject of lawsuits in which DROPS may claim any damage or harm caused.
DROPS undertakes to market its products exclusively at www.drops.com.co
INTELLECTUAL PROPERTY.
The USER expressly recognizes the intellectual property of DROPS on trademarks, names and trademarks. Invention patents and any other intellectual property belonging to DROPS. The USER may not use the brands and banners for purposes other than those of this contract, he must adhere to the provisions of the advertising section for the temporary use of the distinctive signs of DROPS products. Notwithstanding the foregoing, from the acceptance of these terms and conditions, if the USER generates goods that can be protected by intellectual property legislation, these will be owned by DROPS, this will be the one who will have full rights over them.
The contents of the screens related to the products and services of www.drops.com.co as well as the manuals, procedures, any shared document, databases, networks, files that allow the User to access the website, are the property of DROPS., and are protected by laws and international treaties on copyright, trademarks, patents, models and industrial designs. The improper use and the total or partial reproduction of said contents are prohibited, unless expressly authorized in writing by DROPS
The Site may contain links to other websites which does not indicate that they are owned or operated by DROPS. As DROPS has no control over such sites, it will NOT be responsible for the content, materials, actions and / or services provided by them, nor for damages or losses caused by the use of them, whether caused directly or indirectly. The presence of links to other websites does not imply a partnership, relationship, approval or endorsement by DROPS of those sites and their contents.
COMMERCIAL AND TECHNICAL INFORMATION.
DROPS will make available to users all the commercial and technical information necessary to comply with what has been agreed upon here. It will supply the sales brochures and additional written information about the products. However, this will be reserved and cannot be disclosed to third parties unless authorized by DROPS in writing. It is the USER's duty to read all the information made available and must be trained to be able to put the products on RESALE.
ASSIGNMENT AND SUBCONTRACTING
The USER who uses the products for resale may not assign this contract under any title without the prior, express and written consent of
DROPS
SUSPENSION OF THE CONTRACT.
When circumstances of force majeure or unforeseeable circumstances arise, DROPS may suspend the execution of the contract, by signing an additional document, which will become an integral part of this contract, in which such circumstances are stated.
System failures.
DROPS is not responsible for any damage, loss or loss to the User caused by failures in the system, on the server or on the Internet. DROPS will not be responsible for any virus that could infect the User's equipment as a result of access, use or examination of its website or as a result of any transfer of data, files, images, texts, or audio contained therein. Users may NOT impute any responsibility or demand payment for lost profits, or consequential damages or any damage as a result of technical difficulties or failures in the systems or on the Internet. DROPS does not guarantee continued or uninterrupted access and use of its site. The system may eventually be unavailable due to technical difficulties or Internet failures, or due to any other circumstance beyond DROPS in such cases, an attempt will be made to restore it as soon as possible without any kind of responsibility being attributed to it. DROPS will not be responsible for any errors or omissions contained in its website www.drops.com.co
CAUSES OF TERMINATION
The following will be grounds for termination of this contract:
By unilateral decision by DROPS
Failure to comply with any of the obligations of the contracting parties.
Voluntary or judicial liquidation of DROPS
The decision of the competent judge.
When it is established that any of the Parties has links or judicial records related to drug trafficking or money laundering crimes and / or have been included in the CLINTON LIST or similar.
Paragraph.- In the cases in which this contract is terminated due to breach of the obligations that it imposes on the parties, whoever complied, the other party will have the right to request compensation and forced payment of all the damages that the breach may have generated, both in the form of consequential damage and in the loss of profit. To initiate the corresponding legal action, no requirement of any kind will be necessary, which the contracting parties expressly renounce.
CONFIDENTIALITY
The PARTIES may disclose to the competent authorities, for the purposes and in the cases expressly provided in the laws in force, the confidential information referred to in this contract, when it is necessary in compliance with legal obligations and duties. In this case, the requested party will inform the other party beforehand, indicating the authority to which the confidential information will be disclosed, as well as the reasons that justify their actions.
All commercial, technical, financial, accounting and legal information that the referring USER knows or gets to know and on the occasion of this contract is considered confidential, which may only be used in the performance of the activities entrusted for the purposes of this contract. Therefore, you may not make use of said information either directly or through third parties, or take personal or other advantage, or disclose it in any way. If this obligation is ignored, the USER may be the subject of lawsuits to claim compensation for any additional damages that may arise. Any document that the USER's clients need will be requested in writing from DROPS so that it can authorize or deny said requirement in writing.
The USER undertakes to maintain said Confidential Information in strict confidence and that he will not use or reveal said Confidential Information except for the purposes of this contract.
Paragraph. These restrictions will not apply to:
a) information generally available to the public
b) information released by DROPS generally without restriction.
The USER undertakes to notify DROPS in writing immediately after knowing or having reason to suspect a breach of any of these confidentiality obligations.
DROPS is not responsible for any damage, loss or loss to the User caused by failures in the system, on the server or on the Internet. DROPS will not be responsible for any virus that could infect the User's equipment as a result of access, use or examination of its website or as a result of any transfer of data, files, images, texts, or audio contained therein. Users may NOT impute any responsibility or demand payment for lost profits, or consequential damages or any damage as a result of technical difficulties or failures in the systems or on the Internet. DROPS does not guarantee continued or uninterrupted access and use of its site. The system may eventually be unavailable due to technical difficulties or Internet failures, or due to any other circumstance beyond DROPS in such cases, an attempt will be made to restore it as soon as possible without any kind of responsibility being attributed to it. DROPS will not be responsible for any errors or omissions contained in its website www.drops.com.co
CAUSES OF TERMINATION
The following will be grounds for termination of this contract:
By unilateral decision by DROPS
Failure to comply with any of the obligations of the contracting parties.
Voluntary or judicial liquidation of DROPS
The decision of the competent judge.
When it is established that any of the Parties has links or judicial records related to drug trafficking or money laundering crimes and / or have been included in the CLINTON LIST or similar.
Paragraph.- In the cases in which this contract is terminated due to breach of the obligations that it imposes on the parties, whoever complied, the other party will have the right to request compensation and forced payment of all the damages that the breach may have generated, both in the form of consequential damage and in the loss of profit. To initiate the corresponding legal action, no requirement of any kind will be necessary, which the contracting parties expressly renounce.
CONFIDENTIALITY
The PARTIES may disclose to the competent authorities, for the purposes and in the cases expressly provided in the laws in force, the confidential information referred to in this contract, when it is necessary in compliance with legal obligations and duties. In this case, the requested party will inform the other party beforehand, indicating the authority to which the confidential information will be disclosed, as well as the reasons that justify their actions.
All commercial, technical, financial, accounting and legal information that the referring USER knows or gets to know and on the occasion of this contract is considered confidential, which may only be used in the performance of the activities entrusted for the purposes of this contract. Therefore, you may not make use of said information either directly or through third parties, or take personal or other advantage, or disclose it in any way. If this obligation is ignored, the USER may be the subject of lawsuits to claim compensation for any additional damages that may arise. Any document that the USER's clients need will be requested in writing from DROPS so that it can authorize or deny said requirement in writing.
The USER undertakes to maintain said Confidential Information in strict confidence and that he will not use or reveal said Confidential Information except for the purposes of this contract.
Paragraph. These restrictions will not apply to:
a) information generally available to the public
b) information released by DROPS generally without restriction.
The USER undertakes to notify DROPS in writing immediately after knowing or having reason to suspect a breach of any of these confidentiality obligations.
MANIFESTATION OF ORIGIN OF FUNDS, FORECAST AND CONTROL OF MONEY LAUNDERING AND REGISTRATION IN RESTRICTIVE LISTS.
The parties declare under the gravity of an oath, which is understood to be given with the signing of this contract, that the income and resources with which they operate that make up their assets come from the exercise of lawful activities and therefore, do not originate from criminal activities , especially in those considered in Colombian regulations as originating or constituting money laundering, illegal fundraising or financing of terrorism, drug trafficking and, in general, any other illegal activity. Likewise, they declare that the resources received or received in the development of this contract will not be used for any of the illicit activities described above. In developing this declaration, the parties expressly and reciprocally agree to provide each other with truthful and verifiable information in order to comply with the regulations related to the prevention and control of money laundering and terrorist financing. Likewise, they are obliged to update their data annually, supplying all the supports that the other party requires. Failure to deliver the information by the other party will be grounds for the unilateral termination of the contract by whoever has requested the information and has not received it.
The parties are obliged to carry out all activities aimed at complying with the rules for the prevention of money laundering and terrorist financing, as well as to verify, through the resources at their disposal, that all their partners, administrators, clients, suppliers , employees, etc. and their resources, are not related or come from illegal activities, particularly those previously mentioned.
If, after the conclusion of this contract, any of the parties, their shareholders or managers were linked or reported in any binding or mandatory List or in the OFAC list or any other restrictive list, or were linked to criminal proceedings related to constitutive conduct of money laundering, illegal collection of money or financing of terrorism or drug trafficking, the party that finds itself in this situation will be obliged to immediately inform the other party.
For the purposes of the foregoing, the parties mutually authorize themselves to be consulted in the national and international lists, information systems and databases available, so that if any negative report or record is found, they have the power to proceed to use the actions. and corresponding legal and / or contractual procedures.
Registration in the binding or restrictive lists or participation in activities constituting money laundering, illegal money raising or financing of terrorism or drug trafficking will be considered as a unilateral cause of the contract, by virtue of which either party may terminate the relationship contractual agreement with the simple written notification stating the explanation of the reasons, and the reference of the relevant evidence. Once this communication has been sent, the contract will end immediately.
ADVERTISING
USERS who are going to resell DROPS products. They can carry out advertising campaigns as well as they consider it in social networks and media, however, they cannot under any circumstances state that they are authorized distributors or exclusive distributors unless it is so in writing in a separate document to this contract. In any case, when advertising the products, they must adhere to the advertising and brand manuals that DROPS. prepare and authorize. DROPS. authorizes the use of its distinctive signs under these parameters and only for the Colombian territory. At any time it is up to DROPS to decide. requesting the removal of advertising material, campaigns or promotions that USERS make to the products.
The parties declare under the gravity of an oath, which is understood to be given with the signing of this contract, that the income and resources with which they operate that make up their assets come from the exercise of lawful activities and therefore, do not originate from criminal activities , especially in those considered in Colombian regulations as originating or constituting money laundering, illegal fundraising or financing of terrorism, drug trafficking and, in general, any other illegal activity. Likewise, they declare that the resources received or received in the development of this contract will not be used for any of the illicit activities described above. In developing this declaration, the parties expressly and reciprocally agree to provide each other with truthful and verifiable information in order to comply with the regulations related to the prevention and control of money laundering and terrorist financing. Likewise, they are obliged to update their data annually, supplying all the supports that the other party requires. Failure to deliver the information by the other party will be grounds for the unilateral termination of the contract by whoever has requested the information and has not received it.
The parties are obliged to carry out all activities aimed at complying with the rules for the prevention of money laundering and terrorist financing, as well as to verify, through the resources at their disposal, that all their partners, administrators, clients, suppliers , employees, etc. and their resources, are not related or come from illegal activities, particularly those previously mentioned.
If, after the conclusion of this contract, any of the parties, their shareholders or managers were linked or reported in any binding or mandatory List or in the OFAC list or any other restrictive list, or were linked to criminal proceedings related to constitutive conduct of money laundering, illegal collection of money or financing of terrorism or drug trafficking, the party that finds itself in this situation will be obliged to immediately inform the other party.
For the purposes of the foregoing, the parties mutually authorize themselves to be consulted in the national and international lists, information systems and databases available, so that if any negative report or record is found, they have the power to proceed to use the actions. and corresponding legal and / or contractual procedures.
Registration in the binding or restrictive lists or participation in activities constituting money laundering, illegal money raising or financing of terrorism or drug trafficking will be considered as a unilateral cause of the contract, by virtue of which either party may terminate the relationship contractual agreement with the simple written notification stating the explanation of the reasons, and the reference of the relevant evidence. Once this communication has been sent, the contract will end immediately.
ADVERTISING
USERS who are going to resell DROPS products. They can carry out advertising campaigns as well as they consider it in social networks and media, however, they cannot under any circumstances state that they are authorized distributors or exclusive distributors unless it is so in writing in a separate document to this contract. In any case, when advertising the products, they must adhere to the advertising and brand manuals that DROPS. prepare and authorize. DROPS. authorizes the use of its distinctive signs under these parameters and only for the Colombian territory. At any time it is up to DROPS to decide. requesting the removal of advertising material, campaigns or promotions that USERS make to the products.
RATES AND BILLING.
Payments will be made using the platform authorized by DROPS. DROPS reserves the right to modify, change, add, or eliminate the current rates, at any time, which will be notified to Users. However, DROPS. You may temporarily modify the rates for your products due to promotions, these modifications being effective when the promotion is made public or the announcement is made.
In the event that charges have been billed that have not corresponded, the User must contact us to resolve said issue.
Acceptance of the General Terms and Conditions by the User entails, among other issues, the express consent of the User to receive the invoices electronically.
PREVALENCE
This contract replaces and renders without effect any other contract signed between the parties in relation to the same object. The offers and other written communications between the parties will serve to interpret the contract, but may not contradict or prevail over the provisions of this document.
INDEPENDENCE OF CLAUSES AND SEVERABILITY.
The clauses of this contract may not be interpreted in a way that implies violation of any legal norm. If any provision of this contract is declared null, ineffective or invalid or in contravention of applicable laws or regulations, said statement will not affect the other stipulations, so the remaining provisions will in no way lose their validity and enforceability. The parties agree to renegotiate in good faith any invalidated term and will be bound to comply with the mutually agreed substitute provision.
COMPROMISE CLAUSULE.
Any controversy or difference related to this contract will be resolved in the first place by Direct Settlement between the parties, the direct settlement stage will have a duration of thirty (30) days. If a solution is not possible, they will go to the Conciliation in law. The conciliation will be carried out in the city of Cali, Valle del Cauca and will be subject to the procedural rules established by a conciliation center in the city of Cali at the choice of DROPS that is certified and will be subject to the provisions of Law 1563 of 2012, or in the procedural norms that regulate, add or modify it,
PARAGRAPH. Notwithstanding the foregoing, the obligations that provide executive merit will be made effective before the ordinary courts.
Payments will be made using the platform authorized by DROPS. DROPS reserves the right to modify, change, add, or eliminate the current rates, at any time, which will be notified to Users. However, DROPS. You may temporarily modify the rates for your products due to promotions, these modifications being effective when the promotion is made public or the announcement is made.
In the event that charges have been billed that have not corresponded, the User must contact us to resolve said issue.
Acceptance of the General Terms and Conditions by the User entails, among other issues, the express consent of the User to receive the invoices electronically.
PREVALENCE
This contract replaces and renders without effect any other contract signed between the parties in relation to the same object. The offers and other written communications between the parties will serve to interpret the contract, but may not contradict or prevail over the provisions of this document.
INDEPENDENCE OF CLAUSES AND SEVERABILITY.
The clauses of this contract may not be interpreted in a way that implies violation of any legal norm. If any provision of this contract is declared null, ineffective or invalid or in contravention of applicable laws or regulations, said statement will not affect the other stipulations, so the remaining provisions will in no way lose their validity and enforceability. The parties agree to renegotiate in good faith any invalidated term and will be bound to comply with the mutually agreed substitute provision.
COMPROMISE CLAUSULE.
Any controversy or difference related to this contract will be resolved in the first place by Direct Settlement between the parties, the direct settlement stage will have a duration of thirty (30) days. If a solution is not possible, they will go to the Conciliation in law. The conciliation will be carried out in the city of Cali, Valle del Cauca and will be subject to the procedural rules established by a conciliation center in the city of Cali at the choice of DROPS that is certified and will be subject to the provisions of Law 1563 of 2012, or in the procedural norms that regulate, add or modify it,
PARAGRAPH. Notwithstanding the foregoing, the obligations that provide executive merit will be made effective before the ordinary courts.
INDEMNITY
The User will indemnify and hold harmless DROPS, its subsidiaries, controlled and / or controlling companies, directors, administrators, representatives and employees, for any claim or demand from other Users or third parties for their activities on the Site or for their breach of the Terms and General Conditions and other Policies that are understood to be incorporated herein or for the violation of any laws or rights of third parties, including attorneys' fees.
ANNEXES
They form an integral part of the General Terms and Conditions, the manuals and procedures established by DROPS for the use and resale of its products.
APPLICABLE LAW
This agreement will be governed by the legal system of the Republic of Colombia.
Any controversy arising from this agreement, its existence, validity, interpretation, scope or compliance, will be subject to the applicable laws, the address of DROPS will be the city of Cali, Colombia and the procedures will be carried out in Spanish.
CONTRACTUAL ADDRESS:
The parties establish for the legal purposes of this contract the city of Santiago de Cali, as the contractual address. It is consequently signed by THE PARTIES involved, who have read the text of the contract and declare that they know and understand its content, since it has been sufficiently explained about its scope and consequences.
EXECUTED TITLE:
This contract replaces in its entirety and renders without effect any other verbal or written contract previously entered into by the parties. This contract has executive merit, since it contains clear, express and enforceable obligations. This contract replaces in its entirety and renders without effect any other verbal or written contract previously entered into by the parties. This contract has executive merit, since it contains clear, express and enforceable obligations.
RESPONSIBILITIES. According to the consumer protection law (Law 1480 of 2011) in its article 10, before consumers, the responsibility for the legal guarantee rests jointly and severally with the respective producers and suppliers.
To establish responsibility for non-compliance with the conditions of suitability and quality, it will be enough to demonstrate the defect of the product, without prejudice to the grounds for exemption from liability established in article 16 of this law.
The User will indemnify and hold harmless DROPS, its subsidiaries, controlled and / or controlling companies, directors, administrators, representatives and employees, for any claim or demand from other Users or third parties for their activities on the Site or for their breach of the Terms and General Conditions and other Policies that are understood to be incorporated herein or for the violation of any laws or rights of third parties, including attorneys' fees.
ANNEXES
They form an integral part of the General Terms and Conditions, the manuals and procedures established by DROPS for the use and resale of its products.
APPLICABLE LAW
This agreement will be governed by the legal system of the Republic of Colombia.
Any controversy arising from this agreement, its existence, validity, interpretation, scope or compliance, will be subject to the applicable laws, the address of DROPS will be the city of Cali, Colombia and the procedures will be carried out in Spanish.
CONTRACTUAL ADDRESS:
The parties establish for the legal purposes of this contract the city of Santiago de Cali, as the contractual address. It is consequently signed by THE PARTIES involved, who have read the text of the contract and declare that they know and understand its content, since it has been sufficiently explained about its scope and consequences.
EXECUTED TITLE:
This contract replaces in its entirety and renders without effect any other verbal or written contract previously entered into by the parties. This contract has executive merit, since it contains clear, express and enforceable obligations. This contract replaces in its entirety and renders without effect any other verbal or written contract previously entered into by the parties. This contract has executive merit, since it contains clear, express and enforceable obligations.
RESPONSIBILITIES. According to the consumer protection law (Law 1480 of 2011) in its article 10, before consumers, the responsibility for the legal guarantee rests jointly and severally with the respective producers and suppliers.
To establish responsibility for non-compliance with the conditions of suitability and quality, it will be enough to demonstrate the defect of the product, without prejudice to the grounds for exemption from liability established in article 16 of this law.
