These terms and conditions apply to the Marketplace Service (as said term is defined below) that Bosanet LLC (hereinafter “Bosanet”) makes available and provides to sellers and buyers of products, hereinafter, each a “Seller” and its products, the "Products so that using the "Marketplace" platform, but at their own responsibility, account and risk, they make direct sales to the clients of the internet portal exclusively owned by Bosanet http://www.bosanet.com/ (hereinafter the "Portal") and use the services described below, which are provided by Bosanet to Sellers (all of the above called the "Marketplace Service").
1. Acceptance.
The signature or acceptance by any means by a Seller, including, but not limited to, through a proxy, representative, factor and/or dependent of another document related to the provision of the Marketplace Service, will be understood as an pure and simple and unconditional acceptance of these terms and conditions. The Seller agrees that by the simple fact that it accepts and registers on the platform, carries out acts leading to the fulfillment of a purchase order or begins to use the Marketplace platform and the Marketplace Service, the Seller will have accepted and consented unconditionally and expressly all the legal effects that may arise from these Terms and Conditions.
The Seller knows and acknowledges at the time of "sign up" or account creation, that these Terms and Conditions are applicable to any service that Bosanet provides on its portal, unless expressly indicated for the specific service, including the Marketplace service.
2. Modifications.
Bosanet reserves the right to make modifications to these Terms and Conditions and the Marketplace Service, in which case it must communicate them by any of the following means: (i) to the Seller directly, (ii) through the website or, (iii) through the platform, within seven (7) calendar days prior to its entry into force. The use that the Seller makes of the Marketplace Service after said modifications constitutes knowledge and acceptance of these.
Full Agreement. The Parties agree that these Terms and Conditions, as well as any of its annexes, will prevail over any other agreement and/or prior agreement, verbal or written, entered into between them with respect to the provision of any service that Bosanet provides from its portal, including the Marketplace Service, to the Seller.
3. Notifications.
All communication or notification between the parties must be in writing, with the parties agreeing that the exchange of electronic data will also be a valid means of communication between them. Any communication will be considered delivered and received: (i) if it is delivered personally to its addressee, at the time it is received; (ii) if sent by post, on the date of delivery to your return address; (iii) if sent by email, at the time of dispatch of said communication, provided that electronic or other confirmation of receipt of the dispatch has been received.
4. Business Model.
The Seller accepts and acknowledges that the Marketplace Service is provided by Bosanet under the modality called "business model", through which Bosanet provides the Marketplace Service to the Seller, as well as the processes associated with it, in particular the following: a. Phase I service to the seller; b. Service in Phase II; c. Coding service and loading of content on the Portal, which will be carried out by the Seller under its sole and entire responsibility. Notwithstanding the foregoing, prior notification to the seller, Bosanet may modify the description and images of the publication in order to improve or correct its content, prior coordination with the Seller. d. In specific cases determined by Bosanet, design and execution of advertising campaigns and marketing activities. The guidelines and conditions necessary for the execution of promotions, advertising campaigns and marketing activities must be previously defined in writing by the Parties (Seller and Bosanet); and. Price publication service without discount and discount which will be carried out by the Seller under his sole and entire responsibility.
5. Model Shipment suggested by Bosanet.
Bosanet may recommend the Seller so that, through third-party companies, they provide the transport of merchandise with whom Bosanet may or may not have a commercial relationship and allow. It will be at the discretion of the Seller to use the transport service provider that it considers, without this implying any responsibility to Bosanet. In no case will Bosanet not be responsible for breakdowns or accidents that occur during the transport of the products to their destination. The risk of loss of the Products will be assumed by the Seller until their delivery to the buyer at the destination site.
6. Costs for delays associated with the delivery of the order:
If a shipment presents delays in delivery and consequently I will cause the payment of costs, the person responsible for assuming said costs will be the person who has direct responsibility in the dispatch (Seller) or on the receipt of the order (Buyer). In case of disagreement between the Seller and the Buyer on who is responsible for assuming any cost, both parties accept that after three (3) days after the occurrence of the event, Bosanet is the one who defines who is responsible.
7. Seller Representations and License. Seller represents and warrants that:
7.1. Seller Statements:
7.1.1 In relation to existence, capacity and authorization: (i) is legally constituted under the laws in which it is registered, (ii) its representative is empowered to sign the corresponding documents and accept these terms and conditions, and (iii) has all the necessary legal authorizations to use the Service Marketplace and be bound by these Terms and Conditions and any corresponding document or communication, (iv) you are not in default or imminent inability to pay and the use of the Marketplace Service does not entail the violation of any contract or agreement in force at your expense, (v) in the event that the Seller is a natural person, he declares to be of legal age and have full capacity to enjoy and exercise to be bound by all of these Terms and Conditions and that there is no fraud,injury or any other defect in the consent.
7.1.2. In connection with the sale of the Products: the sanitary registries and applicable official standards, (v) the Products conform and will conform to the specifications, drawings, images, performance criteria, functionalities and other descriptions delivered to Bosanet to be included in the Portal; are marketable and fit for the purposes offered, comply with applicable laws, requirements and regulations, including the regulations of the country of origin and destination of the product, and will respond to Bosanet and buyers for defects in materials, performance, operation and manufacturing .
7.1.3. In relation to the license and intellectual property: (v) will refrain at all times from using the Bosanet brand or other trademarks or industrial or intellectual property rights registered by Bosanet as its own, except within the framework of this Agreement, (vi) accepts that Bosanet use any distinctive sign owned by the Salesperson in marketing campaigns under the different online and offline communication channels. Due to the foregoing, the Seller undertakes to hold Bosanet harmless from any claim, demand or conflict that may be filed against it related to the marketing of its products through the Bosanet Marketplace platform, indemnifying Bosanet for any expenses incurred by it for any claim it receives for the illegality of the products marketed, including legal fees in charge of defending the case, as well as the damages and losses that could be claimed. In the event of falling into any of the cases mentioned in points 7.1.2 and 7.1.3, Bosanet may at its sole discretion require the Seller to deliver an amount equivalent to 30% of the sales made in
7.2. Sale of non-original products:
Bosanet, in strict compliance with the applicable laws in force for the legal commercialization of the products that are published and sold on the Portal: to. It prohibits the Seller absolutely and without exception from the sale, publication or commercialization of non-original, false, replicated or copied products that infringe the rights of third parties. In this sense, the Seller must refrain from publishing, selling and commercializing products replicating legally protected brands, products that have an exact or similar reproduction of the sign, image or characteristics of the original; manufacture or publish another's brand, copy or imitate the label; or wrappers used as "brands"; products that have patents or utility models in force in the country or any other infringement of intellectual property rights without authorization to do so or within the exceptions established by law. b. The making of copies or imitations, without the right or authorization of its owner in order to deceive or confuse the consumer, posing as the original or genuine registered or patented brand or product, will entitle Bosanet to charge a fee to the Seller consisting of the total withholding of the price of the Product or Products in question, and will immediately remove said Products from the Marketplace platform; Notwithstanding the foregoing, Bosanet may, at its sole discretion, require the Seller to deliver the original Product to be delivered to the consumer or buyer of said Product to a third party and charge the amount paid to the Seller, in addition to reimbursing the amount paid by the consumer. the product. The Seller undertakes to pay said amounts to Bosanet. c. d. In the event that the Seller incurs in the conduct described in points a. and b. of this clause, Bosanet may at his sole discretion shut down his account temporarily or permanently, as well as immediately collect the penalty clause established in this document. and. Likewise, Bosanet will give immediate notice to the competent authorities and the Seller will be creditor of all the sanctions that are attributable by law, and must also indemnify Bosanet, its partners, allies, final consumers or any other person that is affected, for any damage , damage, sanction, fine or process to which it is subject as a consequence of carrying out the aforementioned actions. F. For products that by their nature require Sanitary Registration for their publication and sale. Sellers assume all responsibility for obtaining and processing in the country of origin and in the country of destination. g. In any case, if the Seller decides to re-activate a Product that has been removed from the Marketplace platform for any of the reasons described in this section 7.2., Bosanet reserves the right to terminate the services of the these Terms and Conditions and any additional business relationship with the Seller.
7.3. Publication and/or Sale of Refurbished Products:
The sale of used, refurbished and/or upgraded Products (the “Refurbished Products”) is prohibited. All products that the Seller publishes, sells and delivers must be new and original, when applicable. The seller must specify completely, precisely and clearly the circumstances in which the product and/or its wrapping or packaging is offered and found, as well as its quality and characteristics in a particular way and, where appropriate, the risks it represents if it is that there would be adhering at all times to the provisions of the Consumer Protection regulation applicable to the country of origin and destination.
8. Consideration. As consideration for the provision of the Marketplace Service, the Seller will pay Bosanet the following concepts:
8.1. Commission for Marketplace Services – In phase I:
The Seller will pay Bosanet an amount indicated in Annex 1 – Phase I Conditionsbyacquire the services acquired in phase I. which will be caused at the time of registration and acceptance made by the Seller in the Marketplace, including the Tax that may be caused in accordance with the applicable legislation in the state of Florida - USA.
8.2 Commission for Marketplace Services – In phase II:
The Seller will pay Bosanet a commission for the Marketplace Services indicated in Annex 2 – Phase II Conditions, which will be caused by the sales order made by the Seller, including the Tax that may be caused in accordance with the applicable legislation in the state. from Florida – USA. Bosanet reserves the right to revise the percentage and categories of the Commissions at any time, and in case of modifications in them, the Seller will be notified five (5) calendar days prior to the effective date for its execution.
8.3 Fees or Additional Charges:
Bosanet may charge the Seller the following additional fees or considerations, as well as any that are included in these Terms and Conditions, for which it may: 1 invoice the Seller for the corresponding fee and the Seller will have fifteen (15) business days to make the payment, or 2) automatically deduct the value from the Seller's monthly sales. In any case, the Seller authorizes Bosanet to offset the amounts owed for fees or additional considerations, against amounts that Bosanet owes for any other concept.
8.3.1. Sale of Non-Original Products: In accordance with clause 7.2 of these Terms and Conditions, the sale of non-original products by the Seller is prohibited, for which reason it will give rise to the collection of a fee that will consist of the total withholding of the price of the product or products for publishing or selling Refurbished Products, for selling illegal products or in violation of regulations: If Bosanet detects that the Seller fails to comply with the prohibition of publication and/or sale of refurbished products or sells illegal products, reserves the right to charge an additional fee to the Seller, which will operate as follows:.
First Detection: $10,000.00 US dollars (Ten thousand dollars) (equivalent to the local currency exchange rate of the country of sale)
Second Detection: $20,000.00 US dollars (Twenty thousand dollars) (equivalent to the local currency exchange rate of the country of sale)
Third Detection: The Seller will have absolute cancellation for the use of the Marketplace tool and will be banned to continue with the business in Bosanet.
Likewise, the Seller acknowledges and accepts that Bosanet will transfer all those expenses that are generated and in which both Bosanet and the client may be affected, such as demands, complaints, complaints, administrative procedures, fines, lawyer expenses, or any other in which is incurred due to non-compliance with the declarations and rules established in this clause.
8.3.2. Fee for sending advertising or propaganda: In accordance with this document, in the event that the Seller sends advertising or propaganda to the end customer in the Product shipping package, a fee corresponding to 5% of the total value will be charged. of Seller's sales for the last six months plus applicable tax.
8.3.3. When the Seller sends an order after the date of its "DTS" (Delivery Time Supplier for its acronym in English or in Spanish Time Limit Delivery), Bosanet may charge a fee equivalent to one (1) time per sales commission to which you are entitled.
8.3.4. Cancellations after the DTS: The Seller must pay Bosanet a fee for cancellations made after the DTS or during the Extended Time equivalent to twelve percent (12%) of the value of the canceled order.
8.3.5 Errors in Product, Weight, Dimensions and Missing Parts: The Seller agrees to pay Bosanet a fee equivalent to twelve percent (12%) of the order value when there are differences in the product, weight, dimensions or there are missing parts of the product.
9. Conditions Prior to the Use of the Marketplace Service.
9.1. The Seller must upload or report the following minimum content regarding the Products, in accordance with the requirements established by the regulations of the country of origin, the specifications that Bosanet periodically informs the Seller in writing, with the understanding that all these fields are mandatory to be able to register Products on the platform:
9.2. Each Product (Product page) will be marked with the legend: "PRODUCT sold and shipped by [The SELLER]".
9.3. The Seller shall update at least one (1) time per day the inventory and prices of the list of Products offered with the specifications provided above. The Seller must guarantee the existence of the Products offered on the Portal. The foregoing, with the understanding that if the inventory is not updated by the Seller, the corresponding Products will cease to be offered on the Portal and will consequently be deactivated from it. Any error in the prices established by the Seller will be their sole responsibility and the error in them cannot be used as a valid reason to cancel purchase orders made through the Portal. The Seller undertakes to ship the Products at the reported price.
9.4. The Seller is solely and absolutely responsible for uploading the products on the platform, which means that it must ensure and be responsible for the specifications uploaded in the content and description thereof. Any error or lack of information in the description and content incurred by the Seller either by action or omission, and there is a claim, complaint, return or damage to the client. In accordance with the foregoing, the Seller must respond to Bosanet, authorizing it by this means to deduct from its sales the equivalent of twice the value of the product sold in question. Notwithstanding the foregoing, if deemed necessary, Bosanet may modify the description and content of the product uploaded by the Seller in order to complement, correct, clarify and improve the information as long as the Seller is notified in writing of the changes. that are going to be carried out and specify the reasons why they are going to be carried out. Bosanet will not assume any responsibility for incorrect information received and included in the Portal, even when it intervenes to make corrections or improvements in the description or content, so it is the entire responsibility of the Seller to constantly review everything related to its products, orders, etc. and releases Bosanet from any responsibility for this concept.
9.5. Bosanet will examine the content of the offer of the Product(s) uploaded by the Seller on the portal and, if found to be in accordance with its policies, will approve it and activate the Products on the Portal and provide the Marketplace Service. Otherwise, it will return the information to the Seller so that it can improve it in accordance with the guidelines indicated by Bosanet. This review will be carried out with the sole purpose of ensuring compliance with Bosanet's policies and the regulations that regulate the matter, for which reason it will have no cost. Once the information is accepted, Bosanet will not assume any responsibility for any incorrect information received from the Seller and included in the Portal, so the Seller will hold Bosanet harmless for any damages caused as a result of the foregoing.
9.6. Bosanet will generate an SKU (Internal Product Code) for each Product that will identify it within Bosanet's internal system.
9.7. The sale price of the Products and the applicable INCOTERM and, in the case of offers, their validity in the Marketplace Service will be determined by the Seller, at its sole discretion, always taking into account the provisions of the applicable legislation. If there is any affectation due to the illegal manipulation of prices by the Seller, it will hold Bosanet harmless for this concept and will directly assume the defense before third parties.
9.8. The parties accept and understand that the commercial relationship belongs to the independent Seller, therefore, they will not collaborate in the establishment of prices, which is exclusive to the Seller, due to this, the sales channel of the Marketplace platform establishes full competitive freedom for the Seller. having to ensure the most attractive conditions of sale of their respective products.
9.9. Bosanet reserves the right, at its sole discretion, to decide not to publish one or more Products on the Portal.
9.10. Products that present constant incidents or errors in the loading of information may be temporarily or permanently terminated by Bosanet. (eg Returns, errors in content or price, delay in delivery, cancellations or defective products, etc.).
9.11. The Seller accepts that a product that has been included within a master SKU (SKU that refers to a single product referenced by an EAN code) may not be duplicated with different characteristics, or with a different code. Failure to comply with this clause will entitle Bosanet to the collection of the penalty clause established in this contract.
9.12. The Seller accepts that a product removed by Bosanet due to originality problems, quality problems, or any claim by the client regarding the veracity of the information presented on the page, may not be published again by the Seller until it has been Fixed the problem verifiably. Failure to comply with this clause will entitle Bosanet to the collection of the penalty clause established in these Terms and Conditions.
9.13. The Seller understands and accepts that in the event that the guarantee information is omitted by decision or omission in the field defined by Bosanet for this characteristic of each SKU, Bosanet will establish a guarantee on the platform for customers for a period of one (1 ) year counted from the moment of delivery of the product. Period in which the seller must respond to any damage or claim.
10. Operation of the Marketplace Service.
Once the Products are encrypted by the Seller in accordance with these Terms and Conditions, the operation of the Marketplace Service will be subject to the following rules and the process described below:
a. The Seller undertakes to offer only new and original Products through the Marketplace Service. In no case may the Seller sell re-conditioned products, or with damaged packaging.
b. Bosanet will receive the acceptance of the offer made by the client and will send the respective order orders to the Seller daily through the platform, so that the Seller can proceed with the shipment of the Product(s) to the buyer. The order form sent to the Vendor must contain the following information: order number, Vendor SKU number, Product price, order status, total amount paid by the customer, payment method, item ID, and customer data ( name, surname, landline and cell phone, address and city). DELIVERY DAYS: Once the purchase order has been sent to the Seller, Bosanet will determine on the platform how many business days the Seller must dispatch the product. A dispatch time longer than those mentioned in the preceding paragraph will only be agreed for those Sellers that require manufacturing of the product after the purchase, and in these cases it will be reviewed between the Seller and Bosanet.The Seller must indicate the term of withdrawal that the buyer will understand for each order, if not indicated, it will be understood that it will be a term of twenty-four hours after the order is confirmed.
c. Once the purchase order has been sent to the Seller, the latter must dispatch the product within the terms previously agreed with Bosanet in the insertion order. If the parties do not agree on anything, it will be understood that it istwenty four (24) hoursqualified to dispatch the Products.
d. The Seller must ensure that the Product(s) are delivered to the Transport Companies within the maximum time provided in the corresponding applicable terms and conditions. Failure to comply with this provision will give Bosanet the power to terminate the relationship with the Seller immediately and without any liability. and. Once the confirmation of the shipment made by the Seller has been received, Bosanet will proceed to monitor the delivery and receipt to the satisfaction of the Product(s) by the buyer; This must report to Bosanet the status of the orders on a daily basis, in accordance with this document.
e. Collection Service: Bosanet will collect the value of the purchase orders (Product value plus shipping value) from buyers, but always on behalf of and on behalf of the Seller, and will transfer to the Seller the value of the order orders collected, after deducting their Commission and any other amount to which Bosanet is entitled in accordance with these terms and conditions and the corresponding insertion orders, including shipping costs, if applicable, and collection of fees, among other concepts. The transfer of the value of the purchase orders to the Seller will be made solely and exclusively to a bank account in the name of Bosanet (check if you can associate accounts of the company or the seller as a natural person). The Seller will reconcile the transfers made by Bosanet within a maximum period of thirty (30) calendar days following their receipt and will inform Bosanet, within that period and in writing, of any observation. In the event that the Seller does not present any observations within this period, it will be understood that the Seller agrees with the transfers made by Bosanet. Bosanet will verify the observations submitted by the Seller during the term indicated above, and will respond to them within the following ten (10) business days.
f. The Seller will do its best to adhere to the promotions, contests, discounts that Bosanet offers to customers. For this purpose, Bosanet may inform the Seller of the promotions and sales campaigns that it launches. The Seller may adhere to them at its discretion, considering them conditions previously established by the Parties. Once the Seller has joined a campaign, he will not be able to withdraw from it. If the Seller does not comply with the aforementioned, Bosanet may, at its sole discretion, require the Seller to deliver the Product or purchase said Product from a third party and collect the amount paid from the Seller. The Seller undertakes to pay said amounts to Bosanet.
11. DOL System: (Daily Order Limit).
Bosanet reserves the right to limit the daily orders addressed to the Seller if the latter: (i) fails to comply with the guidelines contained in this document, (ii) shows a behavior that is not in accordance with the ethical and quality standards in the processes established by Bosanet that These could be, without limitation, post-DTS shipments, cancellations, warranty requests and claims, shipment of incomplete products, failure to ship missing parts or products to end consumers, ignoring repeated requests to complete a process, among other behaviors.
12. Prohibition of propaganda or publicity of the Seller in the Products sold through the Portal.
The Seller undertakes not to send by any means (in its own parcel or Bosanet's, mail, flyers, labels, messages, or any other) propaganda, publicity, coupons or any document, stamp, box, wrapper, bag or label of promotions or sales of its products or various products to end customers, or third parties, nor may it contradict the terms and conditions entered into with Bosanet. In the event that the Seller is surprised and violates this clause, the fee established in this document will be charged.
1. Prohibition of propaganda or publicity of the Seller in the Products sold through the Portal.
The Seller undertakes not to send by any means (in its own parcel or Bosanet's, mail, flyers, labels, messages, or any other) propaganda, publicity, coupons or any document, stamp, box, wrapper, bag or label of promotions or sales of its products or various products to end customers, or third parties, nor may it contradict the terms and conditions entered into with Bosanet. In the event that the Seller is surprised and violates this clause, the fee established in this document will be charged.
