Vendor Central Terms and Conditions

This documents sets forth the terms and conditions (hereinafter, “Terms and Conditions”) of use of the Vendor Central by any person (hereinafter, “Seller”) wishing to offer their products (hereinafter, “Products”) to be purchased and sold by MercadoLibre Colombia Ltda. (hereinafter, “Mercado Libre”) on the www.mercadolibre.com.co (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.

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.
Has a procedure to prevent the Products from being contaminated by any prohibited substance, such as but not limited to drugs; and also has established protocols to mitigate and / or address circumstances in which the Products have been contaminated.

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 withinthe 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.

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.

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. Collaboration Accounts

Each Seller registered in Vendor Central has its own administrator account (for the purposes hereinafter, the “Administrator”). The Administrator may invite others -such as employees, co-owners, or contractors- to create a collaboration account under separate usernames and passwords (the “Collaborator”). By creating an account, each Collaborator accepts the Terms and Conditions contained herein, otherwise they must refrain from using Vendor Central.

The Administrator may grant certain permissions to any Collaborator through the permission page. By setting user permissions, Collaborators can complete several tasks such as offer items for sale to Mercado Libre, manage inventory, accept purchase orders, conduct commercial transactions, among others.

Administrators represent and warrant that the obligations of Administrators and Collaborators under the Terms and Conditions are joint and several. Administrators are fully liable for all Collaborators' activities. Any breach of the Terms and Conditions by Collaborators is deemed to be a breach by its Administrator, and vice versa.

Both Administrator and Collaborator are responsible for maintaining the confidentiality of their account and password and for restricting access to their computers and other applicable devices.

Mercado Libre reserves the right to refuse certain collaboration accounts, and/or terminate collaboration accounts at its sole discretion.

10. 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.

11. 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.

12. 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.

13. 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.

14. Scope

These Terms and Conditions do not create any partnership, agency, distribution or supply or employment relationship between Mercado Libre and the Sellers, who shall remain independent parties with no business relationship between them other than under these Terms and Conditions.

Mercado Libre and the Sellers may create and implement identical or similar commercial agreements with third parties, which shall not entail acceptance of the Terms and Conditions, use of the Vendor Central or the issue of Purchase Orders, or any exclusivity or preference rights in connection with the purchase, promotion and/or advertising of any Product.

Any subsidiary of and/or company related to Mercado Libre may issue a Purchase Order under these Terms and Conditions, and such Purchase Orders shall constitute an independent obligation of the issuing subsidiary and/or related company. As regards such Purchase Orders, the subsidiary and/or related company in question shall be bound by these Terms and Conditions, and all references to Mercado Libre in this Offer shall be deemed to constitute references to such subsidiary and/or related company.

15. Modification

Mercado Libre may modify these Terms and Conditions at any time. All modified terms and conditions shall become effective 10 days after publication. Any Seller who disagrees with the changes introduced by Mercado Libre may request termination of the relationship, guaranteeing the fulfillment of any obligations outstanding under issued and accepted Purchase Orders.

Use of the Vendor Central and acceptance of Purchase Orders shall entail acceptance of these Terms and Conditions, as modified.

16. Governing Law and Jurisdiction

The Terms and Conditions, Vendor Central and Purchase Orders shall be governed in their entirety by the laws in force in the Colombian Republic.

Any and all conflicts which may arise between Mercado Libre and the Sellers shall be submitted to the ordinary jurisdiction of Bogotá, Colombia, and the parties hereby waive any other appropriate court or jurisdiction.