Vendidit Buyer Agreement

Article I: Introduction

This Vendidit.com Program Buyer Agreement (“Agreement”) consists of the Vendidit.com Terms and Conditions (“Vendidit.com Terms and Conditions”) and all Vendidit.com Marketplace Program policies and guidelines for Buyers and other policies referenced herein (together, the “Buyer Policies”), which are incorporated by reference.

This Agreement applies to any entity (“Buyer”) that wants to purchase goods or services (“Products”) in the Vendidit.com Marketplace through the Vendidit.com site or any Vendidit applications (“Vendidit.com Sites”), use any order processing, fulfillment, shipping, returns, or other services related to the Vendidit.com Marketplace provided by or for Vendidit.com (“Vendidit.com Services”), or use any platform, portal, web service, application, interface, or other tool provided by or for Vendidit.com in connection with the Vendidit.com Marketplace (“Vendidit.com Tools”). The Vendidit.com Sites, the Vendidit.com Services and Vendidit.com Tools shall be collectively known as the Vendidit.com Marketplace Program, the Vendidit.com Marketplace, or the Marketplace Program.

By submitting Buyer’s application, clicking the “I’ve read and agree to the Terms for Vendidit.com” check box which Buyer is prompted to click, creating an account, or by purchasing any Products on the Vendidit.com Marketplace, using any of the Vendidit.com Services, or using any of the Vendidit.com Tools, Buyer agrees to be bound by all terms and conditions of this Agreement (including the Buyer Policies), as may be updated from time to time. Buyer represents and warrants that Buyer is registering on behalf of an entity and has the requisite authority to do so, and will keep all information provided to us accurate and current.

Vendidit.com may change this Agreement or the Buyer Policies, including by introducing entirely new terms on subjects not previously addressed, at any time in its sole discretion. The changes will be effective upon posting in Buyer Center, the primary web-based interface provided to Buyer by Vendidit.com. Buyer’s continued participation in the Marketplace Program constitutes acceptance of such changes. If Buyer does not agree to any posted changes, Buyer must stop using the Marketplace.

Article II: Vendidit.com Program Terms and Conditions

Vendidit.com’s Role

Vendidit.com, through the Marketplace Program, provides the Vendidit.com Sites, Tools, and Services to enable Buyer to purchase Products from third-party Sellers. Sellers are independent of Vendidit.com — not employees, agents, or joint venturers. All transactions are between Buyer and the Seller, and the Seller is the seller of record. Vendidit.com is not a party to any transaction but provides the Marketplace Services in connection with it. Vendidit.com may contract with third-party service providers to operate the Marketplace.

General Product Policy

General Guidelines. Buyer agrees not to use the Vendidit.com Sites in violation of this Agreement or for the benefit of any party other than Buyer.
Compliance with the Law. Buyer represents and warrants that it will comply with all applicable Laws — meaning all laws, regulations, legal requirements, and generally accepted industry standards governing Buyer’s use of the Marketplace, Services, and Tools.
Buyer Trademarks & Information. Buyer grants Vendidit.com and its affiliates a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and licence to publish, reproduce, display, distribute, transmit, and otherwise use Buyer’s name, marks, logos, and information in connection with the Marketplace Program. Vendidit.com assumes no responsibility for Seller Product Information.

Listings & Bidding

A Listing can be one item, a quantity of the same item, or a group of items sold together (e.g. a pallet or a truck). Listing Data means the content Vendidit.com associates with particular inventory, including description and quantity. Vendidit and Seller may modify or correct Listing Data at any time; modifications bind any purchase made on bids placed after such modification.

Terms of Bidding

Starting Bid — the opening bid price set by the Seller.
Bidding Increment — the dollar increment by which each bid increases, set by the Seller.
Reserve — the lowest acceptable price, pre-determined by the Seller.
Proxy Bids — Buyers may set a maximum and let the system bid up to that amount on their behalf.
Winning Bid — the highest bid at the time a Listing ends.
Binding Bids — all bids on Vendidit are binding. When Buyer wins, Buyer agrees to complete the purchase.

Payment

All purchases of Products by Buyer are between the third-party Seller and Buyer, not between Vendidit.com and Buyer. Payment is invoiced and collected by the Seller. Buyer agrees that any sales or use tax due on a purchase shall be paid to the Seller directly at the time of purchase.

Order Processing, Fulfillment & Shipping

Order Process. Buyer places Customer Orders using the Vendidit.com system. Vendidit.com transmits to Seller the Order Information needed to complete payment and fulfillment, and confirms receipt of each Order to Buyer.
Order Fulfillment. Once Vendidit.com transmits an Order, Seller is solely responsible for fulfillment and delivery — packaging, shipping, and customer service. If Seller cannot fulfill, the Order is cancelled and any payment is refunded.
Regional Sales. Buyer agrees not to purchase any Product to be shipped to a location where shipment of that Product violates applicable law in that jurisdiction.

Price Adjustments; Cancellations, Returns, Refunds & Recalls

Price Adjustments. If Buyer makes a mistake or error, Vendidit.com may, in its sole discretion, require Buyer to honour the mistaken price.
Return Logistics & Cancellations. Buyer coordinates directly with each Seller, who is solely responsible for processing cancellations, returns, refunds, and price adjustments.
Return Policy. Seller return and refund policies vary; Vendidit.com is not responsible for any returns or refunds on Products purchased by Buyer.
Refunds. Each Seller is responsible for refunds, although they may be processed through the Marketplace.
Recalls. Vendidit.com has no responsibility or liability for any recall, mandated or voluntary. Sellers are solely responsible for non-conformity, defect, or recall of their Products.

Customer Service & Escalations

Buyer agrees to look to the Seller for all customer service. Sellers are separate entities from Vendidit.com. In the event of a dispute between Seller and Customer, Vendidit offers a dispute-resolution process: resolutions are first mediated between the parties, but Vendidit reserves the right to arbitrate where the parties cannot agree or where arbitration is the most efficient course. When compensation is warranted, the responsible party bears the financial burden.

Ownership & Use Rights

Marketplace. Vendidit.com retains all right, title, and interest (including all Intellectual Property Rights) in and to the Marketplace, Sites, Tools, Services, and its Confidential Information. Buyer is granted only a limited right of access in accordance with this Agreement.
Order Information. Buyer assigns to Vendidit.com all Order Information and other information relating to Orders or Products — entered into a Vendidit.com Tool, generated by a transaction, or contained in ratings and reviews. All such information is subject to the Privacy Policy.
Use of Order Information. Buyer may use Order Information only to further a transaction, in accordance with this Agreement, the Privacy Policy, and applicable Law. Buyer will not disclose Seller information or Order Information to any third party except as necessary to perform Buyer’s obligations.

Termination or Suspension; Survival

Vendidit.com may terminate this Agreement at any time in its sole discretion, with or without notice. Vendidit.com may also immediately terminate or suspend Buyer’s participation, access to Services or Tools, or remove listings, if Buyer violates this Agreement.

Indemnification

At Vendidit.com’s option, Buyer will protect, defend, indemnify, and hold harmless Vendidit.com and its affiliates (and their respective officers, employees, shareholders, directors, agents, and representatives) from and against any and all liabilities, costs, losses, damages, judgments, fines, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any actual or alleged Claim that arises from or relates to: (i) any breach of Buyer’s representations, warranties, or obligations; (ii) any taxes assessed in connection with any transaction on the Marketplace; or (iii) death, injury, property damage, or loss resulting from Buyer’s use of the Marketplace, Site, Products, or any Seller Product Information.

“Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceeding, litigation, inquiry, audit, or investigation. Buyer shall promptly notify Vendidit.com of any Claim and take such action as is necessary to protect Vendidit.com’s interests. Vendidit.com retains the right to direct the defense and to accept or reject any settlement; Buyer will not settle without Vendidit.com’s prior written approval.

Limitation of Liability

No Consequential Damages. IN NO EVENT SHALL VENDIDIT.COM OR ITS AFFILIATES BE LIABLE TO BUYER OR ANY THIRD PARTY FOR (I) LOST PROFITS, LOSS OF USE, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF OR INACCURATE DATA; (II) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES; OR (III) COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT — REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
Monetary Cap. IN NO EVENT SHALL VENDIDIT.COM OR ITS AFFILIATES’ AGGREGATE LIABILITY EXCEED THE TOTAL REFERRAL FEES PAID BY BUYER TO VENDIDIT.COM DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.
Survival. THESE LIMITATIONS WILL SURVIVE EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Disclaimer of Warranties

THE MARKETPLACE PROGRAM, SITES, SERVICES, AND TOOLS ARE PROVIDED ON AN “AS IS” BASIS. NEITHER VENDIDIT.COM NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE WILL MEET BUYER’S REQUIREMENTS, BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Taxes

Documentation. If Buyer is exempt from sales, use, or like tax, Buyer agrees to provide Vendidit.com with appropriate withholding certificates or other documentation before any payment is made, as required by Law and on request. Buyer agrees to file all required tax returns and pay any applicable taxes incurred under this Agreement.
Sales & Use Taxes. Vendidit.com is not responsible for the collection or remission of any sales tax on Products purchased from a Seller. Such amounts are calculated at time of purchase based on Buyer’s information and shipping location, and are remitted to each respective Seller for collection and remission to taxing jurisdictions.

Confidentiality

Confidential Information means information of Vendidit.com that is (i) treated as confidential or trade secret and identified as such, (ii) acknowledged as a valuable, special, or unique asset, or (iii) would otherwise reasonably be considered confidential. It includes this Agreement and Vendidit.com’s business plans, processes, costs, pricing, marketing, sales, customer, and strategy information. It does not include information Buyer can prove (A) is or becomes public through no fault of Buyer, (B) was independently developed without reference to Vendidit.com’s Confidential Information, or (C) was lawfully received from a third party with no confidentiality obligation.

Buyer shall protect Confidential Information from unauthorised access, use, or disclosure with no less than reasonable care; use it only in furtherance of authorised purposes under this Agreement; restrict access to personnel, agents, or contractors with a need to know who have agreed to comply with these restrictions; and, on request or termination, return all Confidential Information. Confidentiality obligations continue for three (3) years after termination — and indefinitely for trade secrets. Vendidit.com is entitled to seek injunctive relief to prevent unauthorised use or disclosure.

Miscellaneous

Integrated Agreement. This Agreement and all referenced Policies constitute the complete integrated agreement between the parties, superseding all prior agreements on the subject matter.
Independent Contractors. The parties act as independent contractors. No agency, partnership, joint venture, or franchise relationship is created.
Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to conflicts-of-law principles. The federal and state courts located in Travis County, Texas have exclusive venue and jurisdiction over any actions or suits arising under this Agreement.
Assignment. Buyer may not assign this Agreement without Vendidit.com’s prior written consent.
Publicity. Buyer will not use Vendidit.com’s name, logo, trademarks, or trade names in any public statement without prior written consent.
Export Control. Buyer will not use the Marketplace to export, re-export, or transmit any commodities, software, or technology to any country, individual, or entity where such export is restricted or prohibited under applicable law or sanctions.
Severability. If any provision is held unenforceable, the remainder of this Agreement continues in full force and effect.
Waiver. No waiver is effective unless in writing, and no waiver of one breach operates as a waiver of any subsequent breach.
Attorneys’ Fees. In any action, each party bears its own attorneys’ fees, costs, and expenses.
Force Majeure. Vendidit.com is not liable for delay or failure to perform due to causes beyond its reasonable control.

Questions about this agreement? Email legal@vendidit.com.