Vendor Central Terms and Conditions

This document sets forth the terms and conditions (hereinafter, “Terms and Conditions”) to access or use the Vendor Central by any person or entity (hereinafter, “Seller”) wishing to offer or supply their products (hereinafter, “Products”) to be purchased and sold by DeRemate.com de México, S. de R.L. de C.V. (hereinafter, “Mercado Libre”) on the www.mercadolibre.com.mx (hereinafter, “Web Site”).

These Terms and Conditions are mandatory and binding. Any Seller who refuses to accept or who disagrees with the Terms and Conditions shall refrain from using the Vendor Central.

By using the Vendor Central, the Seller agrees that communications with Mercado Libre shall take place electronically, either at the email address provided by the Seller as contact information or through such messages as the Seller may receive via the Vendor Central. Accordingly, the Seller agrees that any electronic communication from Mercado Libre shall be legally valid and binding.

1. Vendor Central

In order to use the Vendor Central, the Sellers shall register and upload their product offerings to Mercado Libre, along with pricing information, registration number, condition, and other Product characteristics. If the Seller is a legal entity, the individual who performs the registration guarantees to have the capacity to contract on its behalf and to oblige it.

The Product categories available to be offered via the Vendor Central shall be previously defined by Mercado Libre.

Mercado Libre may purchase the Products through purchase orders (hereinafter, “Purchase Orders”). The placement of a Purchase Order shall not create additional obligations for Mercado Libre or cause the Sellers to have any expectations regarding successive Purchase Orders featuring the same or similar contents.

Mercado Libre is not obligated to purchase the Products, and the Sellers shall be under no obligation to sell the Products, until the Sellers accept the respective Purchase Orders.

2. Representations

The Seller represents and warrants as follows:

The Seller has the necessary organization and legal and economic advice to use the Vendor Central freely and independently, weighing any potential commercial risks.
Any information uploaded to the Vendor Central shall constitute a sworn statement as to its accuracy and up-to-date status, and the Seller shall be liable for any consequences resulting from any full or partial inaccuracy.
The Seller has been duly authorized by the owner of the brand(s) (or other relevant person) to offer the Products for sale and to sublicense to third parties the right to sell, advertise and/or distribute such Products and comply with the Terms and Conditions.
The Products were prepared, manufactured, assembled, labeled, and packaged in accordance with the applicable laws and regulations.
The Products are not defective, nor do they pose a risk to the health or physical integrity of consumers.
The Brands, Materials, Product Information (all as defined further below), Products, and the sale of the Products do not entail an infringement upon any kind of intellectual or industrial property of third parties, including, without limitation, brands, copyright, patents, industrial models or designs, or an impairment of any non-monetary rights;
The Products may be legally promoted and advertised by Mercado Libre on mass and other media, without restriction.

3. Obligations

Without prejudice to any other obligations under the applicable laws and these Terms and Conditions, the Sellers shall have the following obligations:

To comply with the commercial terms established at the Vendor Central and in the Purchase Orders.
To comply with commercial agreements entered into with Mercado Libre through Vendor Central. If the communication of proposals, the acceptance of proposals, the revocation of proposals and acceptances, are expressed in electronic form or by means of an electronic record, such contract shall be deemed to be valid and enforceable.
To accurately and adequately provide to Mercado Libre all Product information and descriptions, as well as appropriate warnings and instructions for use and maintenance.
To notify Mercado Libre of any occurrence or circumstance causing the Product information to be inaccurate, incomplete, false, and/or misleading.
If applicable, to deliver the Products alongside the required warranty certificate, guaranteeing to purchasing users the proper satisfaction of the Products’ warranty (hereinafter, “Warranty”) and technical service (hereinafter, “Technical Service”).
To keep their account information, as well as the related username and password, confidential.
Assume the responsibility of carrying out all the procedures before the tax and customs authorities in order to obtain the nationalization of the Products acquired through the Purchase Orders. Consequently, the Seller shall pay all the customs duties and deliver with the Products the respective supporting document, such as, but not limited to, the import declaration.

4. Price and Payment Terms

Mercado Libre shall pay the Sellers the amounts set forth in the Purchase Orders, based on the Product quantities ordered by Mercado Libre and the Products actually delivered by the Sellers (hereinafter, “Price”).

Mercado Libre shall make payment of the Price within the period established in the Purchase Order, after submission of the respective non-disputed invoice, provided that all conditions for payment have been satisfied.

5. Product Delivery

Any Products acquired by Mercado Libre shall be individually packaged and delivered by the Sellers at the distribution center (hereinafter, “Distribution Center”) indicated by Mercado Libre, the address of such Distribution Center shall be stated in the respective Purchase Orders.

The Sellers agree to meet the delivery periods set forth in the respective Purchase Orders, such delivery periods shall run from the date of acceptance of the Purchase Orders.

Until delivery thereof of the Products at the Distribution Center, all title and any risks related to the Products, including transportation, shall remain with and be assumed by the Sellers. Payment of the Price shall not entail an assumption of any liability whatsoever by Mercado Libre prior to actual delivery of the Products at the Distribution Center.

The Sellers shall be liable for the payment of the price for transportation of the Products for delivery at the Distribution Center, as well as for the preservation and custody of the relevant transportation documents, and Mercado Libre will not be liable in connection therewith.

The Sellers shall be responsible for the Product’s transportation ts to the Distribution Center, which includes payment for the transportation, as well as for the keeping and custody of the relevant transport documents, and Mercado Libre shall have no liability in that regard.

The Sellers shall be responsible for scheduling the Product’s delivery to the Distribution Center and undertake to make the delivery, either by themselves or through a third party, at the time and date indicated in the scheduling.

6. Quality Check

Within 15 consecutive days following the delivery of the Products at the Distribution Center, Mercado Libre may perform a quality check on the Products intended to detect any irregularities or discrepancies.

Any email from Mercado Libre and/or document executed by Mercado Libre acknowledging receipt of the Products shall not constitute nor may be interpreted as an acceptance of the Products.

In the event of any discrepancy as to price, amount and/or quality between the Products delivered to Mercado Libre and those established at the Vendor Central and the respective Purchase Order, Mercado Libre may:

Put the invoice payment on hold, and the Seller shall issue a credit note for the relevant amount, which shall be sent by the Seller to Mercado Libre.
Return the Products to the Sellers, at the Sellers’ cost, expense and risk.
Cancel the Purchase Order without any penalty or liability.
Pay only for the Products actually received by Mercado Libre at the Distribution Center, which shall be evidenced by the Sellers by issuing a new invoice.
Dispose of them at its sole discretion and being able, without any limitation, to destroy, donate and/or resell such products.

In the event that the Sellers should fail to deliver the Products or make partial delivery thereof, delivery or full delivery shall be completed within 5 consecutive days following the date of notice thereof from Mercado Libre.

The aforementioned term in this clause does not apply to defects in the Products that cannot be verified reasonably when Mercado Libre receives them. In these cases, the Seller shall be the only one held responsible for providing a new Product or covering the return costs, depending on the case.

7. Intellectual Property

The Sellers authorize Mercado Libre to use the Products’ brand, advertising slogans, logotypes, designs, drawings, aspects, photographs, shapes, images and any other sign which identifies the Products (hereinafter, “Brands”), as well as all intellectual and industrial property rights associated with the Products and the advertising materials provided by the Sellers to Mercado Libre, in order to promote the sale of the Products on the Web Site.

In addition, the Sellers authorize Mercado Libre to use, display, copy, reproduce, exhibit and distribute the Brands and images of the Products, as well as all intellectual and industrial property rights associated therewith, without restriction, solely for the purposes of complying with these Terms and Conditions, advertising the Products, the Sellers’ collection to which the Products belong, the Sellers and their commercial initiative, in general, in mass and other media, such as the Internet, any website, mobile application or online point of presence, any service or feature allowing Mercado Libre to sell, trade or promote the Products, social media, catalogue building, e-mail marketing, institutional campaigns, landing pages, among others. The Sellers shall make available to Mercado Libre such photographic and audiovisual materials produced to advertise the Products, for the aforementioned purposes, in high resolution and in such formats as the Parties shall have agreed on (hereinafter, “Materials”).

The Sellers hereby represent and warrant they hold all necessary rights and authority to license or sublicense to Mercado Libre, its related companies and advertising agencies the Brands, the rights over the Products and the related advertising material, free of charge, on a non-exclusive, international and irrevocable basis (during the term of the commercial agreement or until such time as the Product is out of stock, if later), and warrant that these do not breach third parties´ intellectual, industrial or image property rights, including, without limitation, trademarks, copyrights, patents, industrial designs, industrial models, utility models, trade secrets, know how, image rights, rights of collecting societies, among others. Moreover, the Sellers authorize Mercado Libre, its related companies and advertising agencies to produce their own advertising materials for the Products, therefor using and adapting the Brands and advertising materials supplied by the Sellers. They further authorize Mercado Libre to include in any such materials third party Products or intellectual property. All of the above shall be for the sole purpose of complying with these Terms and Conditions.

The Sellers undertake to continuously provide to Mercado Libre, free of charge, updated information on the Products, including, if available, digital images, as well as any Product information or warnings related to the Products as may be required by the applicable law to be disclosed in any sale or advertising of the Products (“Product Information”).

8. Sale of the Products on the Web Site

The sale of the Products on the Web Site shall be handled by Mercado Libre as per its own sales force and commercial strategy, with no interference or involvement from the Sellers. Without limitation, Mercado Libre may, at its sole discretion and without any restriction:

Carry out advertising and promotional initiatives on mass or other media.
Set the price of sale of the Products on the Web Site.
Define the discount policy on the Products’ selling price on a random or general basis.
Suspend or definitively cease the sale of the Products on the Web Site.
Define rotation and/or destruction policies for the Products.
Perform internal studies on the interests, behavior, and demographics of the Products’ buyers in order to gain a better understanding of their needs and interests and improve its commercial and promotional initiatives.

In spite of the above, Mercado Libre reserves the right to sell Products directly to consumers and/or any other merchant outside the Web Site in light of different incentives at its sole discretion.

9. Returns

Notwithstanding the provisions of Section 6, Mercado Libre can return to the Sellers products with an elevated percentage of complaints from the Buyers of the Web Site related to status and/or conditions.

In such cases, Mercado Libre shall notify the Sellers at least 10 business days in advance via email and the Seller must then schedule the pickup.

The Seller will have a maximum term of 30 calendar days to complete the pickup in the Distribution Center indicated by Mercado Libre. The pickup and transportation shall be the Seller’s responsibility and at their expense.

Moreover, the Seller agrees to recognize the total value of these products for a price equal to the purchase value or for a price that the Parties agree upon.

10. Collaborator accounts

Each Seller registered in the Vendor Central has an administrative account (for the purposes of this clause, “Administrator”). The Administrator will be able to invite third parties – such as, employees, associates or contractors – to create a collaborator account (“Collaborator”). By creating a collaborator account in the Vendor Central, the Collaborator accepts these Terms and Conditions, otherwise, the Collaborator should refrain from using the Vendor Central.

The Administrator will be able to assign certain permissions to each Collaborator to perform different activities, such as offering the sale of products to Mercado Libre, administer inventory, accept purchase orders and enter into various commercial agreements, among others.

Likewise, the Administrator may create divisions in the account to adapt the offer according to the needs of the operation, either to separate business verticals or to operate with different subsidiaries. The Administrator may assign Collaborators to the specific operation of each division. The Collaborator will only have access to the information and notifications that correspond to the specific division assigned by the Administrator.

The Administrator declares and warrants that their obligations and those assumed by the Collaborators under these Terms and Conditions are joint and solidary. The Administrator shall be responsible for all activities performed by the Collaborators in the Vendor Central. Any infringement by the Collaborators of these Terms and Conditions shall be considered as an infringement by their Administrator, and vice versa.

Both the Administrator and the Collaborator are responsible for maintaining the confidentiality of their respective accounts and passwords, as well as restricting access to their computers and devices.

Mercado Libre reserves the right to refuse to open collaborator accounts and/or cancel created collaborator accounts at its sole discretion.

11. Indemnity

The Sellers shall defend, indemnify and hold Mercado Libre, its related companies and their respective directors, managers, officials, representatives, agents and employees harmless against any damage, cost, loss, liability, expense (including, without limitation, attorneys’ fees, experts’ fees, and court and judicial costs) (hereinafter, “Indemnity”) resulting from court, legal and/or private claims arising from and/or in connection with any third party claim relating to:

Personal injury, material damage or losses resulting from Product defects or Product use.
The Products’ recall from the market due to any sort of problem, inconvenience with or defect in the Products.
Any infringement or misappropriation of any intellectual and industrial property rights of third parties over the Products, Brands, Product Information and/or Materials.
Any breach, Sellers'´misleading or inaccuracy of the Seller’s representations and warranties set forth in the Terms and Conditions and the Vendor Central.
Collaborators' obligations, activities or breaches .and / or by third parties subcontracted by them for the execution of their obligations in accordance with these Terms and Conditions, which include the carriers that the Sellers may contract to deliver the Products at the Distribution Center.
Any claim by the purchasing users, fine and/or monetary penalty imposed on Mercado Libre by any court and/or administrative authority due to the characteristics of the Products and/or fulfillment of the Warranty and/or provision of the Technical Service.
Any judicial, extrajudicial and/or private labor claim due to work-related accident or illness asserted by employees, dependents, officials and/or staff working or who had worked as an employee or contractor of the Seller.

Mercado Libre shall notify the Seller of the existence of any claim known thereby, and it may keep the sole discretion to exclusively direct or set the defense strategy of judicial and extrajudicial defense regarding such claims that may be received pursuant to this Section.

12. Violation of the Terms and Conditions. Consequences.

Without prejudice to any other applicable measures, Mercado Libre reserves its rights to warn, suspend or definitely cancel the Vendor’s account and terminate the relationship under these Terms and Conditions, at its sole discretion and without prior notice, in the following cases:

The Seller’s failure to comply with the applicable law, these Terms and Conditions and other policies of Mercado Libre.
The Seller’s engagement, in Mercado Libre’s opinion, in intentional or fraudulent misconduct or actions.
The Seller’s identity cannot be verified, or any information supplied by the Seller is incorrect or inaccurate.
At Mercado Libre’s sole discretion, the Seller’s postings or any Seller´s actions that may arise any liability to Mercado Libre or cause a damage and/or directly or indirectly compromise Mercado Libre’s image and/or reputation.

In any event, the Sellers shall fulfill all obligations outstanding under any accepted Purchase Orders.

13. Termination

Mercado Libre and the Sellers may terminate their relationship under these Terms and Conditions through written notice 30 consecutive days prior to the actual termination date.

Without prejudice to such termination, Mercado Libre and the Sellers shall fulfill all obligations outstanding under any issued and accepted Purchase Orders.

14. Additional Obligations

In the event that the Sellers have an important role in the local market and/or are owners or holders of brands that are nationally and/or internationally popular, Mercado Libre will periodically check the offer of products of these Sellers on the Web Site to verify that the Buyers are receiving an excellent purchasing experience, with a wide range of quality products and at competitive prices.

If Mercado Libre identifies that these Sellers offer a poor purchasing experience, a very limited offering of products and/or prices that are not sufficiently competitive when in relation to other sales channels comparable for their product type or category (for example, proprietary websites, social media, physical stores and other online platforms), to safeguard the experience of the Buyers and the success of the Web Site in terms of democratization of commerce, the Sellers recognize and accept that Mercado Libre is entitled to correct that breach in supply and price by their own sales force.

For that reason, if it is noticed that the offering conditions of these Sellers are not competitive, Mercado Libre may urge the Sellers through this Vendor Central to offer commercial conditions to make up for this deficiency. If the Sellers do not accept this possibility and their offer in the Web Site and in the Vendor Central is still deficient in some of the established parameters, Mercado Libre may cancel the Seller’s account, with prior notification and an organized closure.

Moreover, Mercado Libre reserves the right to review The Seller's activity on the Web Site and to discontinue, among other measures, the use of features that are intended to exclusively highlight the Sellers who provide the best shopping experience for users (e.g.: Official Stores, Brand Stores and other services offered by Mercado Libre).

15. Confidentiality

The Sellers shall keep confidential, and not disclose to third parties, any Confidential Information (as defined below) received from Mercado Libre or its related companies or in any other way discovered by the Sellers in connection with or as a result of the performance of these Terms and Conditions, not even to preserve such information. For these purposes, “Confidential Information” shall mean any information which is not publicly available and is used, developed or obtained by Mercado Libre and/or its related companies, including, without limitation, (i) information, procedures and data obtained and/or developed by the provider, Mercado Libre or its related companies (including those obtained prior to the execution hereof, concerning the business or affairs of Mercado Libre or its related companies), (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) business and accounting methods, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) all production methods, processes, technology and trade secrets, and (ix) any other similar and related information, in whatever form.

Moreover, the Sellers agree to use the Confidential Information only for the purposes of fulfilling their obligations under the Terms and Conditions and shall be liable for any breach of their confidentiality obligation by their personnel and/or contractors.

This confidentiality obligation shall remain in full force and effect for a period of 5 consecutive years as from termination of the Terms and Conditions.

16. Reach

These Terms and Conditions do not create any partnership, mandate, distribution or supply contract, or employment relationship between Mercado Libre and the Sellers, and they remain independent parties, with no common business relationship beyond that which arises under these Terms and Conditions.

Mercado Libre and the Sellers are authorized to design and implement commercial agreements with identical or similar third parties, and the acceptance of the Terms and Conditions, the use of the Vendor Central, or the issuance of Purchase Orders do not imply the configuration of any exclusivity or right of preference in relation to the purchase, promotion and/or advertising of any Product.

Any subsidiary and/or related company of Mercado Libre may issue a Purchase Order under these Terms and Conditions, being such Purchase Orders an independent obligation of the subsidiary and/or related company issuing the corresponding Purchase Order. With respect to such Purchase Orders, such subsidiary and/or related company shall form part of these Terms and Conditions and the references to Mercado Libre in this Offer will be considered references to such subsidiary and/or related company.

17. Modifications

Mercado Libre may modify the Terms and Conditions at any time. All of the modified terms shall enter into force 10 days after their publication. Any Seller that disagrees with the modifications applied may request the termination of the relationship, guaranteeing the fulfillment of the outstanding obligations arising from the Purchase Orders issued and accepted.

The use of the Vendor Central and the acceptance of Purchase Orders shall imply the acceptance of these Terms and Conditions and their modifications.

18. Jurisdictions and Applicable Legislation

The Terms and Conditions, the Vendor Central and the Purchase Orders shall be governed in all points by the laws in force in the United States of Mexico.

All and any conflict that may arise between Mercado Libre and the Sellers will be submitted to the jurisdiction of the competent courts located in Mexico City, with waiver of any other jurisdiction that may correspond.

Vendor Central Terms and Conditions