Vendidit Seller Agreement

Article I: Introduction

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

This Agreement applies to any entity (“Seller”) that wants to sell goods or services (“Products”) in the Vendidit.com Marketplace through the Vendidit.com Sites, use any Vendidit.com Services related to the Marketplace, or use any Vendidit.com Tools provided in connection with the Marketplace. The Sites, Services, and Tools are collectively known as the Vendidit.com Marketplace Program, the Vendidit.com Marketplace, or the Marketplace Program.

By submitting Seller’s application, clicking the “I’ve read and agree to the Terms and Conditions for Vendidit.com” check box, creating an account, or by offering any Products for sale on the Marketplace, using any Vendidit.com Services, or using any Vendidit.com Tools, Seller agrees to be bound by all terms and conditions of this Agreement (including the Seller Policies), as may be updated from time to time. Seller represents and warrants that it 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 Seller 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 Seller Center, the primary web-based interface provided to Seller by Vendidit.com. Seller’s continued participation in the Marketplace Program constitutes acceptance of such changes. If Seller does not agree to any posted changes, Seller must stop using the Marketplace.

Article II: Vendidit.com Program Terms and Conditions

Vendidit.com’s Role

Vendidit.com provides the Marketplace Program to enable Seller to sell its Products to third-party buyers (“Customers”). Seller may only sell Products it has the legal right to sell. Sellers are independent of Vendidit.com — not employees, agents, or joint venturers. All transactions are between Seller and the Customer, and Seller is the seller of record. Vendidit.com is not a party to any transaction but provides the Marketplace Services in connection with it.

General Product Policy

Product Guidelines. The Vendidit.com Terms and Conditions describe the obligations regarding Products Seller may and may not list. Additional detail is set forth in the Prohibited Products Policy. Seller will not list any prohibited Product.
Compliance with the Law. Seller represents and warrants that it will comply with all applicable Laws — including those related to marketing, packaging, consumer and product safety, and resale.
Right to Sell. Seller may sell a Product only if it is an authorised reseller of that Product, purchased it from an authorised reseller, or otherwise has a legal right to sell it.
Product Authenticity. Seller may sell only authentic Products. Seller will maintain adequate diligence processes to assure that Products are authentic, authorised for sale, and not stolen, counterfeit, illegal, or misbranded.
Restricted Listings. Vendidit.com may, in its sole discretion, remove listings or Seller Product Information, or prohibit Seller from listing any Product. Vendidit.com has no affirmative obligation to monitor listings.

Seller Product Information & Trademarks

Seller Product Information includes any information Seller provides, links to, or opts into — and any related media, materials, links, images, and other content. Seller represents and warrants that all Seller Product Information is accurate, complete, and not misleading.

Seller grants Vendidit.com and its affiliates, service providers, and marketing partners a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and licence to publish, reproduce, display, distribute, transmit, and otherwise use Seller’s name, trademarks, service marks, logos, and Product Information in connection with the Marketplace Program.

In order to list a Product, Seller must provide all requested Seller Product Information, including any warnings or disclaimers required to be posted with the Product. Product Information must be of at least the same level of quality as the highest quality Seller uses on any other site.

Referral Fees & Payment

Monthly Service Fee. Vendidit.com will earn a monthly service fee as set forth in the Vendidit.com Fee Schedule.
Referral Fees. Vendidit.com will earn a referral fee equal to a percentage of the gross sales proceeds from the sale of Products (excluding only those taxes separately stated and charged) — the “Referral Fee Percentage” — from each Product sale through the Vendidit.com Site.
Payment. Vendidit.com will invoice Seller for all fees and services. Payments will be charged to the Seller’s credit card on file.

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 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 a Buyer wins, the Buyer agrees to complete the purchase.

Order Processing & Fulfillment

Order Process. All transactions with Customers are between Seller and the Customer; Seller is the seller of record. Customers place Customer Orders through the Vendidit.com system.
Order Fulfillment. Once Vendidit.com has transmitted an Order, Seller is solely responsible — at its own expense — for fulfillment and delivery of the Order, including packaging, shipping, and customer service.

Shipping

Shipping Options. Seller is responsible to provide specific shipment updates and tracking for all Products through the Vendidit.com Tool as requested. Seller may use Vendidit.com’s negotiated shipping rates.
Regional Sales. Seller will not enable shipping for any Product in any region where the sale of such Product violates any Seller Policy or applicable Law.
Coordination. Seller is responsible for coordinating pickup or shipping of all Products purchased by Customers in accordance with the Vendidit.com Shipping Policy, and bears any costs related to shipping problems including damaged or lost Products.
No Marketing Materials. Packaging may not contain any Seller marketing materials. Emails to Customers in connection with an Order may not contain marketing materials or third-party links — except for shipping-tracking links.
Shipping Status Reports. Customer Orders not timely shipped in accordance with the Shipping Policy may be automatically cancelled, and Seller will be solely liable for all Product and shipping costs of any cancelled Order, with no claim against Vendidit.com or the Customer.
Risk of Fraud or Loss. Seller bears all risk of fraud or loss and all costs related thereto. For credit-card chargebacks for which Seller bears the risk, Vendidit.com may offset such amounts against amounts otherwise owed Seller, or invoice Seller for prompt payment. Seller bears the risk of credit-card fraud for any Product not shipped to the address specified in the Order Information provided by Vendidit.com.

Price Adjustments; Cancellations, Returns, Refunds & Recalls

Price Adjustments. If Seller makes a mistake or error in connection with a Product, Vendidit.com may, in its sole discretion, require Seller to honour the mistaken price.
Return Logistics & Cancellations. Seller is solely responsible for processing all Customer cancellations, returns, refunds, and customer-service price adjustments. Seller will stop and/or cancel any Order if requested by Vendidit.com.
Return Policy. Seller’s return and refund policies for Products sold through the Vendidit.com Sites must be no less favourable to Customers than Seller’s most favourable policies offered on Seller’s website, if any, and must comply with the Return Policy.
Refunds. Seller is responsible for all refunds. If Seller determines a Customer is due a refund, Seller will notify Vendidit.com through Seller Center and reimburse Vendidit for any refunds or adjustments.
Incorrect Returns & Abandonment. Seller warrants that it shall maintain a proper and valid return address. If Seller’s Products are returned to Vendidit.com or a third party, Seller is responsible for any handling, storage, or disposal costs.
Recalls. Vendidit.com has no responsibility or liability for any recall, mandated or voluntary. Seller is solely responsible for any non-conformity, defect, recall, or safety alert of its Products.

Customer Service & Escalations

Seller is responsible for all customer service to Customers, except for issues related to payment as otherwise outlined herein. Seller will always represent itself as a separate entity from Vendidit.com. If Seller monitors or records customer-service calls, Seller must give notice to Customers as required by applicable Law.

In the event of a dispute between Seller and Customer, Vendidit.com offers a dispute-resolution process: resolutions are first mediated between the parties, but Vendidit.com 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.

Reporting & Audit Rights

Required Reporting. Seller will, within a reasonable period (not to exceed 30 days) following request, provide Vendidit.com with reports, information, or documentation relating to Seller’s compliance with this Agreement and applicable Law.
Right of Audit. Seller will keep accurate and complete books, records, product-testing and compliance information, and accounts related to its Products and the Marketplace transactions. Vendidit.com or its authorised representative may audit such records on reasonable notice.

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. Seller is granted only a limited right of access in accordance with this Agreement.
Order Information. Seller 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.

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 Seller’s participation, access to Services or Tools, or remove listings, if Seller violates this Agreement.

Indemnification

At Vendidit.com’s option, Seller 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 Seller’s representations, warranties, or obligations; (ii) any taxes assessed in connection with any transaction on the Marketplace; (iii) death, injury, property damage, or loss resulting from Seller’s Products, Seller Product Information, or Seller’s use of the Marketplace; or (iv) any infringement claim relating to a Product or Seller Product Information.

Seller 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; Seller 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 SELLER 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’S OR ITS AFFILIATES’ AGGREGATE LIABILITY EXCEED THE TOTAL REFERRAL FEES PAID BY SELLER TO VENDIDIT.COM DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
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 SELLER’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 Seller is exempt from any sales, use, or like tax, Seller agrees to provide appropriate withholding certificates or other documentation before any payment is made, as required by Law and on request. Seller agrees to file all required tax returns and pay any applicable taxes incurred under this Agreement.
Sales & Use Taxes. Seller is responsible for the collection and remission of any applicable sales tax on Products sold through the Vendidit.com Marketplace.

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 Seller can prove (A) is or becomes public through no fault of Seller, (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.

Seller 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 arising under this Agreement.
Assignment. Seller may not assign this Agreement without Vendidit.com’s prior written consent.
Publicity. Seller will not use Vendidit.com’s name, logo, trademarks, or trade names in any public statement without prior written consent.
Export Control. Seller 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.