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, the “Vendor”) interested in offering 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, “Website”).

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

By using the Vendor Central, the Vendor agrees that communications with Mercado Libre shall take place electronically, either at the email address provided by the Vendor as contact information or through such messages as the Vendor may receive via the Vendor Central. Accordingly, the Vendor 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 Vendors shall register and upload their product offerings to Mercado Libre, along with pricing information, registration number, condition, and other Product characteristics. If the Vendor is a legal entity, the individual who performs the registration guarantees they have the capacity to contract on its behalf and to bind 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 Vendors 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 Vendors shall be under no obligation to sell the Products, until the Vendors accept the respective Purchase Orders.

2. Representations

The Vendor represents and warrants as follows:

The Vendor has the necessary organization and legal and economic advice to use the Vendor Central freely and independently, weighing any potential commercial risks.
The Vendor complies with all applicable regulations and laws related to the professional activities they perform, both general and specific to the industry associated with the supplied products. They agree to stay informed and comply with any changes required due to updates in the applicable regulations during the term of the contractual relationship.
Any information uploaded to the Vendor Central shall constitute a sworn statement as to its accuracy and up-to-date status, and the Vendor shall be liable for any consequences resulting from any full or partial inaccuracy.
The Vendor 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 comply with all the requirements set forth by applicable regulations, including technical regulations, technical specifications, and/or product approval or registration when applicable.
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 infringement 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 Vendors 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 the various features offered by the Vendor Central, acknowledging that the use of these electronic means constitutes a valid act of intent that can be verified before the appropriate parties.
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 Buyers 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 for accessing the account, confidential.
To assume the sole 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 Vendor shall pay all the Customs Duties and Tariffs associated with the nationalization process and deliver, along with the Products, the respective supporting documents, such as, but not limited to, the import declaration.
To send any relevant invoices and credit memos through the methods established by Mercado Libre in the Vendor Central. The Vendor agrees and acknowledges that other methods of communication used for this purpose, such as sending invoices through platforms external to Mercado Libre or by email, will not be valid.

4. Price and Payment Terms

Mercado Libre shall pay the Vendors the amounts set forth in the Purchase Orders, based on the Product quantities ordered by Mercado Libre and the Products actually delivered by the Vendors (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 Vendors 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 Vendors 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 ownership and any risks related to the Products, including transportation, shall remain with and be assumed by the Vendors. 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 Vendors shall be solely responsible for the Product’s transportation 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 Vendors 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 Vendor shall issue a credit memo for the relevant amount, which shall be sent by the Vendor to Mercado Libre.
Return the Products to the Vendors, at the Vendors 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 Vendors 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 Vendors 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 Vendor 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 Vendors authorize Mercado Libre, its related companies, Vendors, and users to utilize, reproduce, and display intellectual property related to the Products, including brands, advertising slogans, logos, typography, designs, drawings, looks and feel, and any other sign which identifies the Products (hereinafter, “Brands”), as well as the Material that the Vendors share with Mercado Libre (as defined below), to offer, communicate, and advertise the sale of the Products in both mass and non-mass media, either owned by Mercado Libre or third parties, such as the Website, Mercado Libre applications, social networks, and third-party websites.

This authorization includes the creation of Catalog listings, email marketing, institutional campaigns, landing pages, Mercado Libre Videos, or any future replacements thereof, among others.

The Vendors shall make available to Mercado Libre any advertising material, including photos, collections, advertising videos, and product demonstrations, as well as any other photographic and audiovisual materials they may have produced to offer, promote, and advertise the Products, (hereinafter, “Materials”), for the aforementioned purposes, in high resolution and in such formats as the Parties shall have agreed on.

The Vendors hereby represent and warrant they hold all necessary rights and authority to grant this authorization over the Brands and Material to Mercado Libre, its related companies, Vendors and Users, free of charge, on a non-exclusive, international and irrevocable basis, and warrant that these do not infringe upon the rights of third parties (including trademark rights, copyright, patents, industrial design rights, industrial models, utility models, trade secrets, know-how, image rights, music rights, and collective management entity rights, among others). The Vendors also guarantee that the Materials comply with all current legal requirements and best practices in advertising and marketing.

Moreover, the Vendors authorize Mercado Libre, related companies, Vendors, and users to produce their own advertising materials for the Products, therefor using and adapting the Brands and advertising materials supplied by the Vendors. 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 Vendors undertake to continuously provide to Mercado Libre, free of charge, updated information on the Products and Materials, including, if available, digital images, advertising and demonstration videos, collections related to the Products and their relevant descriptions, 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”). The aforementioned material may also be used by Mercado Libre, its related companies, Vendors, and Users in the manner indicated in this clause.

8. Sale of the Products on the Website

The sale of the Products on the Website shall be handled by Mercado Libre as per its own sales force and commercial strategy, with no interference or involvement from the Vendors. 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 Website.
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 Website.
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 Website in light of different incentives at its sole discretion.

9. Returns

Notwithstanding the provisions of Section 6, Mercado Libre can return to the Vendors any products that exceed the minimum complaint ratio for the vertical/domain and/or have at least 3 complaints related to problems with the product in the last 30 days from the Buyers on the Website.

In such cases, Mercado Libre shall notify the Vendors, at least 10 business days in advance via email, of the date on which the Provider must collect or receive the product.

The Vendor will have to complete the pickup at the specified Distribution Center or receive the product on the date indicated by Mercado Libre.

Moreover, the Vendor 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.

If the return of the Products is NOT completed, Mercado Libre reserves the right, at its sole discretion, to resell the products either on or off the site, donate them, and/or destroy them.

10. Collaborator accounts

Each Vendor 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 offer items for sale to Mercado Libre, manage inventory, accept purchase orders, conduct 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 states 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 Vendors 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.
The untruthfulness or inaccuracy of the Vendor’s representations set forth in the Terms and Conditions and the Vendor Central.
The activities, obligations undertaken, or infringements caused by its Collaborators and/or third parties subcontracted by them for the execution of their obligations in accordance with these Terms and Conditions, which include the carriers that the Vendors may contract to deliver the Products at the Distribution Center.
Any claim by the Buyers, 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 Vendor.

Mercado Libre shall notify the Vendor of the existence of any claim known thereby, and may exercise the right to exclusively direct or set the defense strategy in or out of court in connection with such claims.

12. Infringement of the Terms and Conditions. Sanctions

Without prejudice to any other applicable measures, Mercado Libre reserves its rights to warn, suspend or definitely cancel the Vendor’s account, among other measures that it deems appropriate to ensure operation, when any of the following assumptions are verified:

The Vendor’s failure to comply with the applicable law, these Terms and Conditions and other policies of Mercado Libre.
The Vendor’s engagement, in Mercado Libre’s opinion, in intentional or fraudulent misconduct or actions.
The Vendor’s identity cannot be verified, or any information supplied by the Vendor is incorrect or inaccurate.
Partial non-compliance by the Vendor with the processes established by Mercado Libre to ensure operational efficiency and scalability. For example, if the Vendor does not use the invoice and credit memo submission processes provided by Mercado Libre in the Vendor Central, Mercado Libre reserves the right not to pay invoices that the Vendor may eventually submit through other means.
At Mercado Libre’s sole discretion, the Vendor’s listings or any of their actions may give rise to liability or cause damage and/or directly or indirectly impair Mercado Libre’s image and/or reputation.

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

13. Termination

Mercado Libre and the Vendors 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 Vendors shall fulfill all obligations outstanding under any issued and accepted Purchase Orders.

14. Additional Obligations

In the event that the Vendors 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 Vendors on the Website to verify that the Buyers are receiving an excellent shopping experience, with a wide range of quality products and at competitive prices.

If Mercado Libre identifies that these Vendors offer a poor shopping experience on the Website, 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 Website in terms of democratization of commerce, the Vendors 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 Vendors are not competitive, Mercado Libre may urge the Vendors through this Vendor Central to offer commercial conditions to make up for this deficiency. If the Vendors do not accept this possibility and their offer in the Website and in the Vendor Central is still deficient in some of the established parameters, Mercado Libre may shut down the Vendor’s account, with prior notification and an organized closure.

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

15. Confidentiality

The Vendors 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 Vendors 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 Vendors 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 from the 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 Vendors, and they remain independent parties, with no common business relationship beyond that which arises under these Terms and Conditions.

Mercado Libre and the Vendors 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 Vendor 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 Vendors 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