General Terms Sidequest (GTSQ: 2024-12-12)
§ 1 General
The General Terms Sidequest, hereinafter: “GTSQ” shall apply to all applicable business relationships between Sidequest (MaxFPS AB), hereinafter “Sidequest” and the other party, hereinafter “Purchaser“.
Sidequest's GTSQ shall have exclusive applicability. Only upon Sidequest's written confirmation, individual agreements with the Purchaser (including side agreements, addendums and amendments) shall supersede relevant sections of these GTSQ. It is imperative for individual agreements (side agreements, addendums and amendments) to reference GTSQ for their validity.
Orders/purchases of Sidequest also imply the acceptance of our current GTSQ at each occurrence. Sidequest reserves the right to modify the GTSQ without prior notice. Updated GTSQ can be obtained on the online platform and can also be sent to the Purchaser upon request.
The GTSQ both covers orders intended for Drop Shipping as well as orders intended for Wholesale by the Purchaser. A Drop shipping order is considered according to this agreement to be a delivery from Sidequest’s warehouse directly to the Purchaser’s customer and Sidequest’s carrier is used. A Wholesale order is considered according to this agreement to be when Sidequest’s carrier is used to deliver the goods from Sidequest’s warehouse directly to the Purchaser’s warehouse, or if the Purchaser’s carrier is used to pick up the goods from Sidequest’s warehouse.
It should be noted that it is always the Purchaser’s own responsibility to have knowledge of National Customs Tax, VAT, environmental fees, disposal fees, laws & regulations, etc. Any possible Customs Tax, VAT, environmental fees, disposal fees, penalties etc. shall be borne by the Purchaser.
§ 2 Communication
Sidequest will only have direct contact with the Purchaser. The Purchaser will manage all contact with its own customers regarding orders, payments, deliveries and RMA. The Purchaser have the obligation to assist Sidequest without delay in all matters involving the Purchaser’s customers or any other third party where Sidequest need immediate support by the Purchaser.
§ 3 Purchaser’s obligations when applying the brands
The Purchaser agrees to collaborate with Sidequest and ensure the prompt updating of relevant product images, logos, product information and product names as supplied by Sidequest. Additionally, the Purchaser commits to represent the brand and uphold the brand´s image.
§ 4 Order
The Purchaser’s order of goods is considered to be a binding offer to conclude a contract. Sidequest reserve the right to decline any order partially or fully without any further explanation. Non-stocked items that are ordered cannot be canceled without consent from Sidequest.
Please note that because of misprints, product development or continuous improvements product pictures, descriptions and specifications may sometimes be different from delivered products. Sidequest takes no responsibility for negligible variation in delivered product compared to pictures, descriptions, and specifications of products, which is caused by product development.
§ 5 Price adjustments
Sidequest reserves the right to change prices without prior notification. Confirmed order price applies regardless any price changes, except for price adjustments made by the supplier or due to other circumstances beyond Sidequest’s control. Price adjustments on confirmed orders must be approved by the Purchaser, otherwise the order will be cancelled.
§ 6 Payment
Sidequest´s credit insurance provider will perform credit checks on all Purchasers of Sidequest. The credit check will be made on an appropriate credit limit based on the expected order volume of each Purchaser.
If the Purchaser does not pass the credit check, the Purchaser may still be able to place orders by applying pre-payment.
Purchasers who successfully pass the credit evaluation will be granted a credit period from the date the invoice was issued. The payment due date indicated on the invoice is absolute and remains unaffected by any changes or delays in deliveries occurring after the invoice has been issued.
If the Purchaser doesn't pay an invoice on time, they could lose their credit privileges for all current and future orders. Payment after the due date will be charged at a yearly interest rate of 12 %.
If the Purchaser reaches the maximum allowed credit limit, Sidequest will temporarily stop processing any further orders until the outstanding credit is brought below the established maximum limit by the Purchaser.
§ 7 Retention of Title and Passing of Risk
Sidequest retains ownership of the goods until the Purchaser has fully paid all amounts owed to Sidequest, whether under this agreement or under any prior or subsequent agreement. If the Purchaser does not fulfill their part of this agreement (e.g. does not pay their invoices in time), it will be considered as a breach of contract.
When Sidequest’s carrier is used, the passing of risk from Sidequest to the Purchaser occurs directly when the goods have been delivered over to the delivery address specified in the order.
When the Purchaser’s carrier is used, the passing of risk from Sidequest to the Purchaser occurs directly when the goods have been picked up by the Purchaser’s carrier at Sidequest’s warehouse.
§ 8 Delivery
Please note that Sidequest will not be held accountable for any possible delays due to reasons out of their control.
Please note that for products where the cardboard box is both considered as a shipping box and a product box, the cardboard box is only for protection of the product during storage and transportation and shall be expected to have received wear and tear upon delivery. Sidequest takes no responsibility, nor compensates for the condition of the cardboard box.
When Sidequest’s carrier is used, and the actual product is damaged or missing items upon delivery, the Purchaser must inform Sidequest as soon as possible, but no later than 1 business day after the passing of risk has occurred to be entitled of any compensation due to damage or loss caused by transportation. The Purchaser must also report damages or missing packages to the carrier upon receipt and provide us with pictures to facilitate the investigation with the freight company. Negligible defects will not be compensated.
When Sidequest’s carrier is used and a dispute occurs, the carrier’s statement is ground for judgement of responsibility.
When Sidequest’s carrier is used, the Purchaser will not be entitled to any credit for undelivered packages unless the packages have officially been declared missing by Sidequest’s carrier.
When the Purchaser’s carrier is used, the Purchaser will not be entitled of any compensation from Sidequest due to damage or loss caused by transportation.
Any freight costs, drop ship costs, product costs, custom tax, custom fees or other fees due to that the Purchaser or the Purchaser’s customer fails to receive the goods as the liable consignee, or any additional costs for any other reasons caused by the Purchaser or the Purchaser’s customer, will be borne by the Purchaser.
Any freight costs, drop ship costs, product costs, custom tax, custom fees or other or fees due to that Sidequest as the sender, or Sidequest’s carrier fails to deliver the goods by reasons caused by Sidequest or Sidequest’s carrier will be borne by Sidequest.
§ 9 Return Policy
Sidequest does not provide any general return policy. However, special rules and offers may occur.
§ 10 Purchaser’s claims for defects (RMA)
This paragraph emphasizes our commitment to the individual brands we represent and outlines the procedures for RMA handling and warranties, recognizing the importance of upholding the uniqueness of each brand while delivering optimal service.
We follow the RMA policies established by each brand, respecting their specific guidelines and warranty terms. Given the diversity among brands, we recognize that the RMA handling procedures may differ.
For information on the RMA process, we encourage the Purchaser to reach out to Sidequest.
Unless otherwise agreed, all RMA shipping costs to Sidequest will be paid by the Purchaser and all RMA shipping costs for correct and approved RMA cases from Sidequest to the Purchaser will be paid by Sidequest.
Sidequest has the right to refer the Purchaser or the Purchaser’s end customer to an external service partner, if available.
Sidequest reserves the right to determine whether a returned product (approved RMA only) should be credited, repaired, replaced with an identical or equivalent product.
When crediting returned products (approved RMA only), the lowest of the item's latest current price and the invoiced price will be credited. Deductions are made for missing/damaged packaging or accessories. Sidequest reserves the right to make depreciation deductions for discontinued products.
A troubleshooting fee of 50€ will be charged per returned non-defective items.
Products in RMA returns that are not approved by Siduequest will be sent back to the Purchaser without action. The return cost will be at the expense of the Purchaser.
§ 11 Warranties
The respective manufacturer's warranty terms apply, typically for a maximum of 12 months. The warranty period is calculated from Sidequest's invoice date.
Products with a net price below 20 EUR per product, as well as products classified as food and other consumable items are exempt from the standard warranty. However, a 60-day unpacking guarantee is provided for these products.
§ 12 GPSR
The Purchaser is authorized to use the manufacturer and EU Responsible Person details provided by Sidequest exclusively for products imported by Sidequest. Any misuse or unauthorized application of this information to unrelated products or listings is strictly prohibited. The Purchaser is responsible for ensuring the accuracy of the information they display and must obtain prior approval from Sidequest for any modifications. Upon identification of any misuse, the Purchaser must immediately remove or amend the incorrect information, rectify any non-compliance, and provide confirmation of corrective actions. This obligation applies even after the Purchaser ceases to purchase products from Sidequest. Failure to comply may result in termination of the GTSQ agreement and potential legal action.
§ 13 Export Control, Anti-Corruption, and Compliance with Sanctions
The Purchaser guarantees that they will not enter into agreements or otherwise conduct business with any individual, company, organization, or other entity that is subject to or the target of sanctions or trade embargoes from the EU. Both Parties guarantee that anti-corruption laws will be followed.
§ 14 Force Majeure
A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of war, pandemics, sanctions, strikes or labor disputes, embargoes, government orders or any other force majeure event.
§ 15 Survival
Clauses in the GTSQ which by their nature survive the termination of the GTSQ shall continue to survive after the termination of the GTSQ, including but not limited to issues including: warranties, confidentiality and indemnification.
§ 16 Choice of Law and Venue
These GTSQ and legal relations between Sidequest and the Purchaser are subject to the laws of Sweden, excluding all international and supranational (contractual) legal systems, especially the UN Convention on the International Law of Sales.
Any dispute, controversy or claim arising out of or in connection with the GTSQ, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
The seat of arbitration shall be Stockholm.
The language of the arbitration shall be English.
This contract shall be governed by the substantive law of Sweden.