Supplier Agreement (in English)
Please read this Supplier Agreement carefully and in detail before using www.vegshelf.com (the “Platform”) and the services, and Content (as defined below) provided by Vegshelf UG (haftungsbeschränkt) i.Gr., Leopoldstr. 49, 40211 Düsseldorf, Germany (“Vegshelf", "we", "us" or "our") (together with the Platform, the “Services”).
Supplier Agreement is part of the overall Vegshelf General Terms and Conditions and it sets forth the legally binding setting for your use and access to Services and provide the terms and conditions under which Vegshelf provides its Services that will allow you to market and sell plant-based food and beverage products through the digital B2B marketplace Platform.
If you have any questions, comments, or concerns regarding the Supplier Agreement, please contact us at firstname.lastname@example.org.
2. CONTENT PROVIDED BY SUPPLIER
2.1. DEFINITION: “Content”, without limitation, includes photos, videos, audios, graphics, written posts and comments, trademarks, files, logos, certification, product safety and quality information, pricing information, and other information relating to your products and company that you add, create, submit, upload, distribute or post to the platform and via the Services.
2.2. RESPONSIBILITY OF CONTENT: You are solely responsible for adding, creating, uploading, submitting, distributing, posting or otherwise making accessible your own Content through the Services. You, from which Content has originated and has been publicly or privately distributed, take full responsibility of the character, accuracy, completeness and truth of the Content. You warrant that you own your Content in accordance with these Terms or have the necessary rights to use it.
2.3. LIABILITY OF CONTENT: Should the Content provided by you contain any untruthful or misleading information, violate third party rights, infringes any trademark, patent, trade secret, copyright, right of publicity or other rights of another person or entity or violate other rights or policies, you from whom the Content originated are to be held liable and must remove such Content from the Platform immediately.
You are exclusively liable for all claims related to the product specific Content such as food safety and quality, labelling requirements, price indication, product nutrition information and packaging obligations for food and beverages, to the Buyers and any other third party organizations that have asserted such claims, e.g. competitors, governmental organizations, or other.
2.4. LICENSE GRANT: When providing the Content through the Platform and Services, you grant Vegshelf a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, fully paid, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content solely for the purpose of providing and advertising the Services and Platform, and for no other purpose. You warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, copyrights, trademarks, patents, trade secrets, publicity rights, contract rights, or any other proprietary or intellectual property rights.
2.5. AVAILABILITY OF CONTENT: We do not guarantee that any Content will be made available through the Services and Platform. Moreover, we have the right to edit, remove or block any Content in our sole discretion, at any time, without notice to you and without providing a reason, including but not limited to, after receiving claims from third parties or public authorities relating to such Content, as well as based on our concerns of violation of these Terms by you.
2.6. REMOVING CONTENT: If for any reason you wish to remove your Content from the Platform, you can do it either via your Account on Platform, or by contacting us via email@example.com. Once your Content is deleted, it is automatically removed the Platform as well, however you understand that it may remain in Vegshelf website, our backup copies, advertisements of Services on our or third party platforms, social media channels and media for a reasonable period of time (but no longer than twelve months).
2.7. INTELLECTUAL PROPERTY: Content of the Platform and Services, provided by our users and us, is protected by trademarks, trade secrets, copyrights, patents, or other proprietary rights and laws defined by the term “Intellectual Property". You must obey and respect all copyright information and limitations of Content accessed through the Services. You are strictly prohibited from using and/or copying any Intellectual Property, including but not limited to any Content provided by our users, partners or us, as well as any feature, design element, user interface of the Platform and Services, outside of the Services or in any other way that is not authorized by the applicable rights holder of such Intellectual Property (including us).
3. REGISTERING ON VEGSHELF AND BECOMING A SUPPLIER
3.1. ACCOUNT OPENING: You must register and request to open a Vegshelf Supplier account (“Account”) through either accepting an invitation from Vegshelf, another user or by submitting your information via Vegshelf’s online registration procedure. By registering and opening Vegshelf Supplier Account, you confirm that you are at least 18 years old and legally capable of entering into binding contracts, as well as that all the information that you have submitted during the registration is correct. By opening an Account, you also confirm that you take all responsibility for your account and all activity on it. Finally, when opening an account and agreeing to these Terms you warrant that you are authorized to agree to these Terms on organization’s or entity’s behalf that you are representing and bind them to these Terms.
You are solely responsible for the creation of the Account in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Account. In case, Vegshelf is helping with the Account creation, you are liable for making sure all the Content is correct before it is published on the Platform.
3.2. PASSWORD and SECURITY OF YOUR ACCOUNT: When registering and opening Account with Vegshelf, you will need to choose a secure password. It is your sole responsibility to keep your password private and confidential from any unauthorized party. You must promptly notify us by sending an e-mail to firstname.lastname@example.org if you believe that someone has used or has access to your Account without permission.
3.3. PAYMENT AND CONTACT INFORMATION: When opening your Account, you promise to provide us with complete and updated contact and payment information. It is your responsibility to keep your data up-to-date on your Account on the Platform, and notify us if any of it changes by sending an e-mail to email@example.com. Your failure to provide us with accurate, complete, and updated contact and payment information, may result in you not being eligible to access Platform and Services.
4. SUPPLIER PRODUCT LISTINGS AND MAINTENANCE OF THEM
4.1. CREATION OF PRODUCT LISTINGS: You need to create digital product listings (“Product Listings”) by uploading your product photos, descriptions, price information, certification, packaging specifics and other product related Content on the Platform in order to market and sell your products through the Vegshelf Services. You are solely responsible for all the related and incurred costs with Product Listings creation.
Your Product Listings cover the full range of products, including all product variations and offering for retail and/or foodservice, that you will offer and that will be visible and available for discovery and ordering to the Buyers via the Platform.
You are solely responsible for the creation of the Product Listings in accordance with instructions provided on the Platform, unless agreed by Vegshelf in advance that we will assist with the creation of the Product Listings. In case, Vegshelf is helping with the Product Listing creation, You are liable for making sure all the Product Listings and their Content are correct before they are published on the Platform.
4.2. FOOD SAFETY & QUALITY INFORMATION: You are solely responsible and warrant that your Product has been produced, packaged and supplied strictly according to relevant food safety and hygiene regulations and applicable laws, as well as good manufacturing practices with relevant use by dates clearly shown. Also you warrant that your Product has not been contaminated, and is of good quality, edible and fit for human consumption. You as a Supplier of your products guarantee that you have all necessary approvals and certifications relating to your product's food safety and quality, as well as product specific claims. As this information is crucial for our Buyers, when making decisions regarding purchasing particular food product, it is your responsibility to provide such information during the registration process and indicate such information on your product's profile on Platform.
4.3. CONTENT OF PRODUCT LISTINGS: You are responsible for all the Content you provide via the Product Listings. When uploading and creating Product Listings you warrant that you have all the necessary approvals and rights to use the Content submitted. Moreover, you are responsible for paying all royalties or similar payments that are or may become due to any third party based on your Content, or on Vegshelf’s hosting of that Content.
All Content related to your Product Listings that you upload on the Platform must be submitted according to instructions on the Platform and these Terms, especially Content Terms mentioned in chapter 2. Vegshelf in its sole discretion has the right to determine whether your provided Content satisfies expected quality and in case of a failure Vegshelf reserves the right to remove or edit such Content.
You warrant that your Product is submitted within the appropriate product category. If we consider that you have posted Product to an inappropriate category, we reserve the right to re-classify and re-post the Product as we consider appropriate.
Your warrant that your Product Listing Content does not contain links to any external website other than specified in the website field in the company information section.
4.4. FORBIDDEN CONTENT OF PRODUCT LISTINGS: The goal of the Vegshelf Services is to enable product discovery, sampling, ordering and transactions of consumer-packaged, vegan, plant-based food products for Suppliers and Buyers. Products marketed and sold, as well as Product Listing Content provided by you must comply with this goal of the Services. It is forbidden to submit, upload, download, post, or otherwise distribute any Content through the Services, as well as market or sell product that is fraudulent, unlawful, abusive, vulgar, or is inappropriate in any other way as determined by Vegshelf in its exclusive discretion, including but not limited to Products and Content that:
Breaches copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, or any rights of a third party;
Violates any law, regulation or rule that may apply;
Abuses and threatens others;
Is misleading, false or defamatory;
Includes information about Products that haven’t been produced and packaged according to relevant product safety and quality regulations and good manufacturing practices.
Vegshelf does not have any obligation to control over the transactions or communications made through the Platform, however we reserve the exclusive rights to remove any such user breaching these Terms, as well as remove such Product Listings and Content, cancel transaction or take any other action to limit or restrict access to such Content, without any liability or prior notice to you or any third party.
4.5. PRODUCT LISTING MAINTENANCE: It is your sole responsibility to keep the Product Listings up to date including but not limited to full product ranges and up to date prices.
5. COMMUNICATION AND SALES THROUGH VEGSHELF PLATFORM
5.1. BUYERS USING THE PLATFORM: Based on the information provided via your Product Listings and overall registration process, your Products are listed on Vegshelf platform for any registered Buyers to discover, order free samples and place orders directly from you.
Vegshelf enables you to transact with professional trade Buyers of all sizes and types, including but not limited to retailers (e.g. supermarket chains, independent retailers) wholesalers (e.g. distributors, importers) and foodservice companies (e.g. restaurants, cafes, coffee shops). Vegshelf does not act exclusively for any one Buyer, nor is affiliated with any particular Buyer. Any interactions, communication and transactions you have with Buyers through the Platform and Services are solely between you and the Buyer. Vegshelf disclaims all liability in connection therewith.
Before onboarding and allowing access to the Platform, Vegshelf verifies all Buyers as trade buyers, this includes but is not limited to company registration information, email addresses, website details. By doing this we not only ensure the quality of Buyers using the Platform, but also thus encouraging you to approve Buyer requests without requesting any further information from them.
5.2. COMMUNICATION: Vegshelf Platform enables Buyers to directly communicate with you in several forms, including but not limited to messages, free sample requests, and order requests. If requested, you agree to provide Buyer with additional information that has not been mentioned in your Account and/or Product Listings to ensure that Buyer is fully informed about your Product before ordering it.
You are responsible to respond to any communication requests from Buyers in a timely and professional manner (advised: within 24 hours upon receiving communication request).
5.3. FREE SAMPLES OF YOUR PRODUCTS: When using the Platform, Buyers are allowed and may request free product samples (“Product Samples”) of each product that’s being offered and sold on the Platform by you. You agree to provide and ship these samples in a timely manner (within 2 weeks upon receiving request for particular samples), and in quality (including but not limited to packaging and labelling) as Product is described and showcased on the Platform. You as a Supplier agree to cover all the incurring and related costs including but not limited to manufacturing, packaging and shipping of Product samples.
Possibility for Buyers to request free Product Samples via the Platform is designed to help Buyers discover and introduce themselves with your Products, however neither Vegshelf, nor Buyers warrant that Buyers will place orders after receiving the Product Samples.
5.4. PRODUCT PRICES: You agree and warrant to market and sell your Products through the Services and Platform at the equivalent or lower price as it would be off of the Platform for retail and foodservice companies and other trade buyers. If we find evidence that you are offering and selling your products through the Services at a higher price than it would be off of the Platform, we reserve the right to warn you and temporarily or permanently ban your access to the Services and Platform.
5.5. VOLUME DISCOUNTS: Through the Services and Platform, when accepting a quote or order request from Buyer, you agree to provide Buyer the equivalent volume discount as they would get off of the Platform.
5.6. ORDER REQUESTS: Through the Services and Platform, Buyers may request quotes (“Quote”) for particular quantity and/or customization of your Products and place orders (“Order”) of your Products. You are responsible for accurately communicating the price or any other relevant details of Quote or Order including the final price of the Product together with any additional charges, volume or other discounts, shipping costs, and applicable taxes and communicate them through response to Buyer via the Platform.
5.7. ORDER FULFILMENT: After receiving the Order from the Buyer through the Platform and Services, you are responsible for Order processing and fulfillment, including but not limited to preparation of order forms, invoices, cancelations, returns, customer service and other aspects according to your existing policies.
5.8. BUYER CONTRACT: Buyer is forming a sales contract (“Sales Contract”) with you directly after they have placed an Order of your Products through the Platform. It is your responsibility to perform the Sales Contract promptly and according to all applicable laws and regulations, including but not limited to the European Union’s E-Commerce Directive or any other similar regulations that are in place for e-commerce sales in the country of your business.
Furthermore, it is your responsibility to provide Buyer to whom you have sold Products with all relevant information regarding the Sales Contract, including but not limited to delivery information, returns and cancellations policies, your terms of business, and information about how you will use any of their personal data. You are entitled to use their personal information only for the purposes of delivering the purchased Products, and not for any other purpose than that.
Vegshelf is not and will not be a party to any contract that may come into existence between you and the Buyer of your Products or who you may otherwise get to know through the Platform and Services. Moreover, we will not be liable for any damage or loss suffered by you as a result of your business with any Buyer you have come into contact with through the Services. Furthermore, you will indemnify us against all costs, damages, losses and claims that may arise out of your business with Buyers.
5.9. DELIVERY: You as a Supplier are responsible for the safe and timely shipping of your Products to the Buyer, within the timeframe agreed between both of you, as well as for the insurance against risks normally borne by senders. Vegshelf may advise third party logistics companies to support fulfillment and delivery, however any such recommendations are advisory only and you are entirely responsible for agreeing any terms with logistics companies directly.
If Product is damaged during the delivery or otherwise not meeting the qualities as described in your Product Listing upon receival by Buyer, you are responsible for compensation, payment or offering solution in any other form to the Buyer. Vegshelf does not offer a delivery service and thus does not guarantee the safe delivery of any Products ordered through the Platform and Services.
5.10. LOST IN TRANSIT: It is not Vegshelf’s responsibility to warrant Products that are lost in transit. It is your responsibility as a Supplier to ensure that reliable and suitable shipping methods are used and to communicate about such shipping methods and all applicable terms and details with Buyers who purchase your Products through the Platform and Services. You acknowledge and agree that if any Products are lost in transit that you may still be subject to the fees agreed. It is your responsibility to contact the Buyer immediately if Products are lost during shipping and ensure the matter is reasonably settled either by offering refunds, re-sending items, or in any other way.
Furthermore, for all claims related to Products ordered through the Platform (e.g. damages, quality, warranty, etc.), you are exclusively liable to the Buyers. Vegshelf’s liability is solely excluded in this respect.
5.11. RETURNS: In case of Buyer willing to return the Products purchased from you through the Services and Platform, Buyer will contact you directly using the messaging feature via Platform. Any returns shall be made by you in accordance with your existing terms.
6. TRANSACTION FEES AND PAYMENT SYSTEM
6.1. FREE CREATION OF ACCOUNT AND PRODUCT LISTINGS: Vegshelf Platform uses free product subscription plan (“Subscription Plan”), which foresees that creation of Account and Product Listings on the Platform is free of charge and no fees are applicable.
6.2. TRANSACTION FEE: Vegshelf charges Suppliers a commission (“Transaction Fee”) on all completed Orders derived on the Platform and Services. Transaction Fee is deducted from the payment collected from Buyers. Unless otherwise communicated in writing by us or noted on the Platform the Transaction Fee that will apply is 7.56% (including payment processor fees) of the Order value (net of VAT). Vegshelf Transaction Fees are subject to VAT as applicable based upon your location, and a Vegshelf Transaction Fee invoice will be provided to you within the platform or email.
We will not collect any fees without giving you a chance to review and accept them. Moreover, if our fees ever change, we will announce that on the Platform or via email.
6.3. TAXES: You are responsible for collecting and paying any taxes associated with using and making sales through the Platform and Services.
6.4. PAYMENTS: It is the Buyer's responsibility to make the payment to you via the Platform after the Order has been placed and you have confirmed it. Payments are made using debit or credit card through our payment facility. The Vegshelf Platform uses a third-party payment processors, such as Paypal and Stripe, to process all payments made via the Platform and Services. You agree to the applicable terms for such third party services:
Paypal, Inc. (PayPal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg); https://www.paypal.com/de/webapps/mpp/ua/legalhub-full?locale.x=de_DE
Stripe, Inc. (510 Townsend Street, San Francisco, CA 94103, USA); https://stripe.com/en-de/ssa
Once the payment is made by the Buyer, Vegshelf Transaction Fee for the Order will be automatically deducted. The remaining funds from the sale on the Platform will be deposited into your provided bank account within 1-3 business days.
If the Buyer requests to return or cancel the Order and you accept such request, it is your responsibility to inform Vegshelf within 10 business days if an Order that was initially shown as placed and paid on the Platform has now been returned or cancelled by the Buyer, so that we can refund you the Transaction Fee.
6.5. BANK TRANSFER: Any payments made not using Platform’s payments functionality will be bound by the standard payment terms and conditions. Any Vegshelf Transaction Fee due will be invoiced to you by Vegshelf within 30 days of the Order being placed. Vegshelf reserves the right to temporarily or permanently suspend your account should you fail to settle any Transaction Fee invoices due by their install date.
6.6. AVOIDANCE OF TRANSACTION FEES IS FORBIDDEN: You agree not to carry out any practice on the Platform that could be recognised as trying to avoid the Transaction Fees or to take communication with Buyers off of the Platform, including but not limited to:
Advertising external shop information or in any other way encouraging Buyers to purchase Products off of the Platform;
Offering a Buyer a lower price, more attractive discount structure or other preferred conditions to attract and invite Buyer making a direct off of the Platform payment instead of payment through the Platform.
You agree that such Transaction Fee avoidance will result in temporary or permanent termination of your access to the Services and Platform.
7. MARKETING AND ADVERTISING TO AND FROM THE PLATFORM
7.1. LINKS: You agree not to use any links to any external website that is not owned by you in your Product Listings (except the one specified in the website field in the company information section) that may violate any of these Terms. We reserve the right to remove link from the Platform without prior notice to you.
You may link our home page to advertise your Account or our Service and Platform among other potential users and/or Buyers, and provided you do so only in a way that is fair, legal and does not damage our reputation.
7.2. NO SPAM POLICY: You agree not to use “spam” or unnecessarily repetitive information to market or sell products to any Buyer on the Platform and through Services.
8. ELECTRONIC COMMUNICATIONS
8.1. You agree and consent to receive communication from us electronically. We will communicate with you by e-mail, phone or by posting notices on the Platform. You agree that all agreements, notices and other communications that Vegshelf provides to you electronically satisfy any legal requirements that such communications be in writing.
9. DELETING YOUR ACCOUNT
9.1.You may terminate your Account or delete your Content from the Platform at any time through your Account settings or by contacting us by sending an e-mail to firstname.lastname@example.org. When your Content is deleted, it will be removed from the Platform and Services. However, your Content may persist in backup copies and on the Vegshelf website for a reasonable period of time as determined by Vegshelf in its exclusive discretion.
Last revised on November 23, 2019.