VENDOR TERMS AND CONDITIONS
Welcome to 876GET’s internal website for vendors, where you can obtain information to assist with managing your relationship with 876GET.com Services, Inc., and its affiliates (each and collectively, “876GET”, “we”, “us” or “our”). Any person or entity (“Vendor” “Tenant”, “you” or “your”) who wants to supply Products (as defined in Section 1) to 876GET or access or use this website must accept these Vendor Terms and Conditions (“Agreement”) without change. BY REGISTERING FOR OR OTHERWISE USING THIS WEBSITE, YOU (1) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (2) REPRESENT AND WARRANT THAT YOU ARE EXPRESSLY AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT.
- Purchase Orders and Pricing: This Agreement governs the purchase of Products from you. “Products” means all goods and services provided by your establishment through 876GET. For cash transactions, it is the responsibility of the store owner to ensure the prices reflected online are correct and an actual representation of the cost on delivery.
- Product Images/Information: On an ongoing basis, you will be responsible, free of charge, to update all current Product information, including electronic images and any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product (“Product Information”). Product Information also includes any Product information collected by us from your website, or otherwise made available to us by you (or by a third party at your direction). You grant us a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy, display, perform, and distribute the Product Information on or in connection with any online or offline point of presence, mobile application, service or feature; (b) excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights to third parties in connection with our programs or services (for example, to advertise your Products). You will promptly provide all information regarding safety, compliance, industry standards or testing related to your Products (“Product Safety Information”) that we reasonably request.
- Representations, Warranties, and Covenants: You represent, warrant, and covenant on an ongoing basis that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned), unless you have received our prior written consent otherwise; (c) the Product Information, Product Safety Information, packaging, and labeling is true, accurate and complete; (d) the Products, Product Information, and our exercise of our license rights in this Agreement, will not violate any third party rights, including intellectual property rights; (e) you will comply with all applicable laws and rules relating to the Products (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, export, import or otherwise deal in any Product), and the products, Product Information, packaging, labeling, export, and import documentation (if applicable) will comply with all applicable laws and rules; (f) the Products may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions you disclose and we consent to in writing in advance of shipment to us, (g) no Product is, or contains ingredients that are, regulated as a controlled drug or substance, or is listed as a regulated chemical; and (h) no Products will be provided to us that are regulated as a hazardous or dangerous product or material, except as expressly permitted under applicable provisions or you disclose to us and we consent to in writing in advance of shipment to us.
- Product Returns – You will operate under the governing local laws which also address returns and refunds. All vendors are expected to state explicitly their return and refund policies.
- Vendor Defense and Indemnification: You will defend, indemnify, and hold harmless 876GET.com, Inc., its affiliated companies, and their respective officers, directors, employees, and agents (the “876GET Parties”) against any third party claim, liability, loss, damage, cost or expense (including reasonable legal fees) (each, a “Claim”, and collectively, the “Claims”) incurred by any 876GET Party arising from or relating to: (a) any death of or injury to any person, damage to any property or any other damage or loss related to any Product; (b) any Product recall or safety alert; (c) any infringement or misappropriation of any third party rights, including intellectual property rights, by any Product, Product Information, or other content you provide to us; (d) your negligence or intentional misconduct; (e) your breach of this Agreement; (f) any Product-related issue for which you or we are strictly liable; or (g) your failure to state accurate Product Information, or to promptly provide accurate Product Safety Information upon our reasonable request. However, with respect to the foregoing indemnity obligations, you will not be obligated to indemnify 876GET Parties to the proportional extent the liability for a Claim is caused by the negligence or intentional misconduct of that 876GET Party as determined by a final, non-appealable order of a court having jurisdiction. You will not consent to the entry of a judgment or settle any Claim without the 876GET Parties’ prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to the 876GET Parties, and the 876GET Parties will cooperate in the defense at your expense. If any 876GET Party reasonably determines that any Claim might have an adverse effect, that 876GET Party may take control of the defense at its expense (without limiting your indemnification obligations)
- Limitation of Liability: NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR THOSE ARISING IN CONNECTION WITH YOUR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
- Delivery: The parties will agree which party is responsible for managing and paying for transportation of Products to us. When we pay for transportation, you will deliver the Products to the 876GET-designated carrier and title and risk of loss for the Products will pass to us when you deliver the Products to the carrier (for domestic shipments) or when the Products are cleared for export and delivered to the carrier at the port of export (for international shipments). When you pay for transportation, title and risk of loss for the Products will pass to us when we accept the Products.
- Insurance; Guaranties; Proprietary Products; Consignment; Direct Fulfillment; Proposition 65: You will comply with Schedule 1. If you at any time provide any Product to us that is described on Schedule 2, then you hereby also provide to us the guarantee applicable to that Product set forth in Schedule 2. If the parties agree that you will manufacture Products according to our designs or specifications, then you will comply with Schedule 3 for such Products. If the parties agree that you will provide Products for consignment to us, you will comply with Schedule 4 for such Products. If the parties determine that you will provide fulfillment services for certain Products, then you will comply with Schedule 5 for such Products.
- Confidential Information; Publicity: You will, and will cause your affiliates and employees to, (a) protect and not disclose information that is identified as confidential or that reasonably should be considered confidential to us; (b) use this information only to fulfill your obligations under this Agreement; and (c) promptly return to us or destroy this information when this Agreement terminates. This Section 9 covers all confidential information regardless of when you receive it. You will not, without our prior written agreement, use any trademark, service mark, commercial symbol, or other proprietary right of 876GET, issue press releases or other publicity relating to 876GET or this Agreement, or refer to 876GET in promotional materials. If we authorize you to use any of our trademarks, you will comply with any policies related to such use, including any trademark guidelines.
- Termination: Either party may terminate this Agreement with 30 days’ prior written notice. Regardless of any termination, you will fulfill all POs you accept before the effective date of termination.g documents). We reserve the right to immediately terminate this agreement for clear violation of agreement
- Revisions; Continued Use: We reserve the right to change any of the terms of this Agreement, including the terms of any materials incorporated herein (unless otherwise specified by us in such materials), at any time and in our sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, or notice of such changes, to you at your e-mail address; or (b) posting the revised terms on this website. You are responsible for reviewing any revised terms, and any notices of revisions. YOUR CONTINUED ACCEPTANCE OF PURCHASE ORDERS OR CONTINUED USE OF THIS WEBSITE FOLLOWING OUR E-MAILING OR POSTING OF ANY REVISED TERMS, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM POLICIES, YOU MUST STOP ACCEPTING PURCHASE ORDERS AND STOP USING THIS WEBSITE, AND GIVE US WRITTEN NOTICE.