Supplier Terms
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These Supplier Terms are part of the Terms and Policies, and will apply, and can be modified, as described in the Terms and Policies (which includes also this document). We encourage you to review them.
The Service allows Suppliers to offer their Products to Retailers so that the Retailers can sell those Products through their Shops.
1. Product Data and other Supplier Data. In your role as a Supplier, you shall input Products’ Product Data into the Service so that Retailers can offer those Products for sale via those Retailers’ Shops using that Product Data, and you shall also input into the Service other data relating to you as a Supplier including, but not limited to, all data required by the Service (Product Data and such other data, collectively, “Supplier Data”). You shall cause all Supplier Data (including, but not limited to, stock quantity information) to be accurate, complete and up to date at all times. Examples of information that you may input into the Service (which then would constitute Supplier Data upon being input) may potentially include, but not be limited to, a valid business name, address, contact telephone number, tax information (e.g., a completed W9 form), and email address, along with information regarding your business activities. In accordance with applicable law, we may verify any or all Supplier Data. Verification may include a third party verification process and you may be required to provide such information to a third party working on behalf of Carro or to Carro directly. Carro may also allow such information to be displayed or otherwise disclosed to Third-Party Participants or to the public. You consent to all of the foregoing.
2. Payment Activities with Retailers. When a Retailer pays you, they may do so using a Third-Party Payment Provider with which you have contracted. We have no liability for any failure of any Retailer or Third-Party Payment Provider to pay you. When you are obligated to make or return payments to a Retailer under these Terms and Policies, you must do so using that same Third-Party Payment Provider, unless you and the Retailer agree otherwise. When you fulfill an Order and notify the Service, the Service will notify both the Third-Party Payment Provider (if any) and the Retailer who placed that Order. The Third-Party Payment Provider may then charge the Retailer. In cases where you and the Retailer decide not to use a Third-Party Payment Provider, we will notify the Retailer through the Service when you report to the Service that you have shipped a Product, but you and the Retailer will have to arrange for payment through a separate mechanism.
3. Shipping; Fulfillment; Returns and Other Logistics.
(a) Shipment. You shall accept and fulfill all Orders that are properly placed through the Service. You shall process each Order and ship Products in that Order in a manner compliant with that Order (and all Product Data pertaining thereto) within five (5) business days of Order receipt (or other time period if such other time period is so specified in such Product Data). You must provide to the Service tracking information for all shipments valued over $200 (or such lower amount which may be specified in the Product Data). You agree to fulfill Orders for Customers expediently, in line with industry best practices and to comply with the following procedures related to fulfillment. You will be solely responsible for, and you bear all risk and liability for, sourcing, storing, selling, fulfilling and delivering Products to Customers. For all Orders, you shall: (i) deliver Products to the Customers and will ensure that all such Products are shipped without any undue delay or damage; (ii) promptly enter proof of shipment and tracking information into the Service; (iii) ensure that Products are packed for safe transit across the U.S. and roadworthy for transit using general truckers, including but not limited to ensuring that original manufacturer packaging is in good condition and intact and replacing or repairing any cracked or broken foam pieces; and (iv) use an effective method for protecting fragile items, such as double-boxing or over-boxing, for any Products that are deemed fragile and shipped through carriers that use manual and automated distribution systems, such as UPS. If you are unable to complete an Order, you shall, immediately upon becoming aware of such, notify the Retailer through the Service and cancel the Order.
(b) Returns. If your Supplier Data indicates that you accept returns, you must clearly indicate your returns policy URL and disclose any shipping or processing fees in the applicable Product Data, and you must honor the foregoing. If an Order is eligible to be returned, you agree to process the return through the Service within five (5) business days of receipt of the returned Product.
(c) Lost Packages. It is your responsibility to deliver Products ordered through the Service to Customers. It is Retailer’s responsibility to validate any Customer reports of lost Orders. You shall ship a replacement Product within five (5) business days of receipt of Retailer return authorization. Unless you and the Retailer agree otherwise, risk of loss for packages shall be borne by the party (i.e., you or the Retailer) who has the contract with the shipper.
(d) Recalls. You shall promptly notify Carro in the event (and as soon as) you obtain knowledge of any safety issue, or defect issue, relating to Products or any public or private recall of Products. You shall replace, and shall be solely liable and responsible for replacing, any such Products, including, but not limited to, all reasonable costs and expenses associated with notices, inspections, replacements and shipping, using remedied, but otherwise identical, Products; provided that you and a Retailer may agree separately to a refund or other consumer remedy mechanism. To the extent that a Retailer does not do so, you shall provide to Customers a means to receive replacements or refunds for such Products, and you shall replace with remedied (but otherwise identical) Products or provide Customers with full refunds, with as high customer service availability and process, and as simple and delay free process, as commercially possible. WE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY SAFETY OR DEFECT ISSUES, OR ANY OTHER ISSUES WITH RESPECT TO ANY PRODUCT, OR ANY INJURY, DEATH OR DAMAGE, OR REFUND OR REPLACEMENT LIABILITY, THAT RESULTS THEREFROM.
(e) Refunds. Supplier shall instruct the Third-Party Payment Provider to issue refunds back to the payment method on file for Order refunds (e.g., for returns or recalls).
4. Products.
(a) Product Data. You shall be responsible and liable for any inaccurate, incomplete or out of date Product Data (and for all other Supplier Data) and you assume liability for any complaints, claims, costs or damages arising out of any inaccuracy, lack of complete information or out of date information, including without limitation return shipping costs for incorrectly described Products. You shall cause the Products and Product Data to comply with all applicable laws and not to contain any fraudulent, misleading, defamatory, or obscene materials, or materials that infringe on the intellectual property rights of others.
(b) Prohibited Products. You shall cause all Products to conform with, and you shall not violate, the Prohibited Products Policy.
(c) Certain Liabilities. You agree that you: (i) are liable and responsible for any product liability issues relating to the Products and any non-conformities or defects in the Products, (ii) are liable and responsible for all shipping and return issues related to the Products, and (iii) shall honor any and all warranties (express, implied or statutory) that you may generally extend to any Customer of the Products.
(d) Damaged and Defective Products; Replacement. Customers may elect to return Orders that arrive damaged or defective for a refund or a replacement in accordance with your policy that was included in the Supplier Data. You shall refund or replace any Product that is damaged during transit, unless otherwise agreed to with the Retailer. You will also be responsible and liable for any non-conformity or defect in, or, if applicable, any public or private recall of, any Products, including all costs and expenses associated with notices, inspections, replacements, satisfaction of product warranties, and, if applicable, shipping.
5. Insurance. You, at your sole cost and expense, will maintain in effect for all times while you are a Supplier, sufficient insurance to cover your obligations and liabilities under these Terms and Policies, which in any event will be no less than US$1,000,000 per occurrence and US$2,000,000 in the aggregate (or equivalent currency); provided however, that the limitations of coverage in your insurance policies will not limit your indemnification obligations to Carro or owed to anyone else under these Terms and Policies. Such insurance will include, without limitation, commercial general liability, product liability, completed operations, and personal injury and advertising liability. Upon request at any time, you will provide Carro with certificates of insurance or evidence of coverage.
6. Customer Data; Supplier Data Processing Addendum. You and we agree to comply with the Supplier Data Processing Addendum.