Wegano is a marketplace where you can sell vegan goods to consumers around the world. We want to make sure that you and your consumers have a positive experience.
The Site is currently in its beta phase which means that we will be adjusting our Terms and Conditions as we learn how to improve the Wegano experience for You, Consumers and other users of our site. By agreeing to be a Vendor during the beta phase you also agree to comply with any updated, modified or revised terms and conditions as you are notified of same.
Please read on to find out more about your rights, as well as what is expected of You, as a Vendor.
- Selling Basics
- Orders and Delivery
- Price, Fees, and Payments
- Cancellation and Returns
- Product Warranties
- The Wegano Community
- That Legal Stuff
Wegano is a marketplace dedicated to the sale of vegan Products. Consumers who come to our site to purchase items must feel secure in the fact that the Products they buy meet general standards to qualify as vegan goods.
How your Product(s) will be displayed and described to Consumers on the Site, including any price, shipping terms, item details, photos and/or videos you provide is referred to as the “Product Listing”. All information You wish to display related to your Product (the “Product Information”) will be submitted through the "Vendor Information Sheet" or via email to firstname.lastname@example.org. You grant Wegano a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy, display, perform, and distribute the Product Information on or in connection with any online or offline point of presence, mobile application, service or feature; (b) excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights to third parties in connection with our programs or services (for example, to advertise your Products).
By listing a Product for sale on Wegano, You understand and agree that:
- Your Products meet Wegano’s approved Vegan Standards.
- You are responsible for complying with all applicable laws and regulations for the products You list for sale, including any required labels and warnings. Wegano assumes no responsibility for the accuracy, labeling, or content of your listings.
- You agree to make and be bound by the Vendor Representations and Warranties and Additional Obligations of Vendor.
- You will maintain sufficient product inventory to fill orders as required herein. If any product is subject to limited availability at any time, You agree to notify Wegano and those applicable Consumers before filling any order for such product.
- Wegano makes no guaranty that other You will not sell similar products.
- Wegano shall not be required to purchase, nor does Wegano guaranty the sale of, any minimum amount or quantity of Products.
- Wegano shall not receive nor at any time have physical custody of the Products; such shall remain with You at all times until sold to Consumers or any other customer of You.
ORDERS AND DELIVERY.
When a Consumer makes a purchase on Wegano, they trust they'll receive their order in a timely manner, the Products they purchased will be as described in the listing, and they'll be provided with a positive customer service experience. By providing a great experience every time a Consumer engages with Wegano, your Products are more likely to receive positive reviews, word of mouth promotion, and increased traffic from repeat buyers. As a Vendor on Wegano, You are expected to:
- Maintain current listing information including accurate descriptions, images and inventory levels.
- Confirm all Consumer orders within forty-eight (48) hours.
- Prepare and ship orders within your chosen Processing Times and Ship By dates so that the Consumer received their ordered Product(s) by the Delivery Date.
- Set realistic Processing, Ship By and Delivery expectations.
- Respond to shoppers’ Messages, if necessary, promptly and with resolution-focused customer service
- Treat shoppers and fellow You with respect and courtesy
The Order Process
You will be provided with your own Google Drive Folder (the “Vendor Drive”) on the Wegano Google Drive. When a Consumer submits an order for the purchase of Your Products (“Order”) through the Site, You will receive an alert in your Wegano Vendor Drive and via e-mail. You must promptly log into the Wegano Drive and respond to all order alerts to confirm receipt and accept or reject the order. Orders not timely confirmed will be considered an Improper Rejection.
Wegano Consumers must have confidence that the orders they place will be fulfilled as described on the Wegano site. For that reason, You can only reject an Order in limited circumstances and only if You have a specific and justifiable reason for such refusal. Justifiable reasons for rejection are limited to events of Force Majeure.
Any rejection that does not fall within the list of justifiable reasons for refusal are considered to be an Improper Rejection.
Shipping and Delivery
Yous will provide all packing and shipping fulfillment services as described in the Product Listing. Yous will deliver the Products directly to Consumer, not to Wegano, and Wegano will not hold any Products on behalf of You nor will Wegano be involved in any way in the physical transfer or delivery of the Products to Consumer.
You will properly pack, mark, and ship the Products in a manner sufficient to ensure that the Product(s) are delivered to Consumers at the Delivery Location, in undamaged condition in accordance with applicable Law, and industry standards, by the Delivery Date. Delivery times will be measured to the time that Products are actually received at the Delivery Locations. You acknowledges that time, quantity, and delivery to the Delivery Locations are of the essence under this Agreement.
Once prepared for shipping, You will enter all required shipping documentation into your Vendor Drive.
If You does not comply with any of its delivery obligations under this Section without limiting Wegano's other rights under this Agreement or applicable Law, Wegano may, in Wegano's sole discretion and at Your sole cost and expense: (a) approve a revised Delivery Date; or (b) require You to utilize expedited or premium shipment.
PRICE, FEES AND PAYMENT.
The price charged for a Product will be set by You as per the "Vendor Information Sheet" in the Vendor Drive. All prices will include, and You are solely responsible for, all costs and expenses relating to packing, crating, boxing, transporting, loading and unloading, customs, Taxes, tariffs and duties, insurance and any other similar financial contributions or obligations relating to the production, manufacture, sale, and delivery of the Products.
You are responsible for confirming prices are appropriately displayed on the Site. You will honor the price shown on the Product Listing in effect at the time an Order is placed. Changes in price must be made by sending an email to email@example.com. Changes in price will only apply to Orders placed after such change is reflected and appears on the Site. Wegano is not responsible for pricing, typographical, or other errors in any Product Listing and You will have no right to reject or cancel an order based on such error.
Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to the merchandise total and will be itemized in your shopping cart and in your order confirmation email.
Coupons, Promotional Codes and Discount Programs
Rules related to providing coupons, promotional codes or other discount programs to consumers, including information on the rights Wegano reserves in order to provide same, can be found in our Promotional Programs policy.
Fees and Commissions
Wegano’s current fee and commission structure can be found on our Fees page and may be amended from time to time upon no less than seven (7) days prior notice to You (“Fees Structure”). Notice of any updated or modified Fees Structure will be delivered to you via e-mail. Your continued use of the Wegano site to facilitate sales of Your Products on the effective date shall be deemed to be consent to the amended Fees Structure.
Each Friday by 5:00 pm eastern a settlement statement will be sent to you detailing your commissions calculation for the preceding week and the deposit amount being made into your laccount (the “Settlement Statement”).
Wegano uses ETF or ACH to facilitate the transfer of commission payments. You must provide your payment information and ensure accurate.
You must notify Wegano of any dispute regarding within five (5) Business Days from the delivery of the Settlement Statement at issue. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, You shall continue performing its obligations under this Agreement during any such dispute. Any disputes not resolved within 30 days shall be resolved in accordance with our Dispute Resolution Policy.
Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy it has or may have, Wegano may, with three (3) Business Days' prior Notice to You, set off or recoup any liability it owes to You against any liability for which Wegano determines in good faith You are liable to Wegano or to any Consumer, whether either liability is matured or unmatured, is liquidated or unliquidated or arises under this Agreement.
CANCELLATION AND RETURNS.
Consumers have the right to inspect and/or return Products on or after the Delivery Date in accordance with Wegano’s Return Policy then in effect.
If a Consumer timely determines that the Products delivered are Nonconforming Goods, Consumer may, at its option: (a) return the Product and request a refund plus any shipping, handling, and transportation charges paid by Consumer or (b) require prompt correction or replacement of such Products. Consumers shall ship from any location, at Your expense and risk of loss, the Nonconforming Goods to the nearest authorized Vendor location. If the Consumer exercises its option to replace Nonconforming Goods, You shall, after receipt of such Nonconforming Goods, ship to Consumer, at Your expense and risk of loss, the replaced Products to the Delivery Location in a timely manner. For each returned Product, once You verify its quantity and quality, You shall promptly process a refund of the sale price plus shipping charges paid by Consumer, less any applicable discounts, rebates, or credits through the Vendor Portal.
Notwithstanding the foregoing, regarding perishable goods, if a Consumer selects option (a) above, You cannot make the issuance of a refund contingent on a return of the Product. In each case, the exercise by Consumers of any other rights available to Wegano under this Agreement or pursuant to applicable Law shall not be limited.
With respect to each Product You list for sale on Wegano, you agreed to provide a warranty to Consumer that:
- for a period of not less than twelve (12) months from the date of delivery of the Product, excluding perishable items which shall be for a period of not less than ___ (_) month/weeks, to any Consumers (the "Warranty Period"), such Product is fit and safe for use consistent with and will materially conform with the specifications in Exhibit B and documentation provided with the Product and will be free from significant defects in material and workmanship;
- the Products will: (i) be fit for their intended purpose and operate as intended; (ii) be merchantable; and (iii) be free and clear of all liens, security interests or other encumbrances, including those that would interfere with the marketing, use or sale of the Products;
- neither the manufacture, marketing, sale, and use of the Products nor anything in or contemplated by this Agreement will infringe or misappropriate any third party's patent or other intellectual property rights; and
- these warranties survive any delivery, inspection, acceptance, or payment of or for the Products by Consumer. These warranties are cumulative and in addition to any other warranty provided by Law or equity. Any applicable statute of limitations runs from the date of Consumers 's discovery of the noncompliance of the Products with the foregoing warranties.
You acknowledge that Wegano will pass through to Consumers all warranties granted by You under this Agreement and You agree to assist Reseller in processing any warranty claims relating to the Products. Any and all costs and expenses, including legal fees and court costs, incurred by Wegano in the processing of any warranty claims shall be borne by You and promptly reimbursed to Wegano.
THE WEGANO COMMUNITY.
As a Vendor, You are a key part of our Wegano Community. From time to time, Consumers may ask question or need additional information about Your Products. All communications with Consumers must comply with our Wegano Community Rules.
THAT LEGAL STUFF.
In addition to the general Legal Stuff that applies to all visitors and users of our site, including You, You agree to comply with the following:
Term and Termination
The term of this Vendor Agreement, as amended, shall continue unless and until terminated by either party as follows:
- By You for any or no reason, other than for breach, by delivering thirty (30) days prior written notice of such intent to terminate to Wegano.
- By Wegano for any or no reason, other than for breach, by delivering thirty (30) days prior written notice of such intent to terminate to Wegano. Notwithstanding the foregoing, Wegano can terminate without prior notice in the event of any breach by You which cannot be cured withing a reasonable time, or due to any reason, which in Wegano’s opinion, by the passage of time will put Wegano at risk of liability, damage or loss, including if You:
- becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
- files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
- seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts;
- makes or seeks to make a general assignment for the benefit of its creditors; or
- applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
You shall satisfy and fulfill all Orders placed prior to the effective date of any termination.
Termination of this Agreement will not constitute a waiver of any of either Party's rights, remedies, or defenses under this Agreement, at Law, in equity or otherwise.
Title and Risk of Loss
Title to Products shipped under any Order shall pass to Consumers upon the earlier of delivery of the Products to Consumers or payment of any portion of the Price for such Products by Consumer. Title will transfer to Consumers even if You have not been paid for such Products, provided that Consumers will not be relieved of its obligation to pay for Products in accordance with the terms hereof. Notwithstanding any agreement between Wegano and You concerning transfer of title, risk of loss to Products shipped under any Order shall pass to Consumers upon receipt by Consumers at the Delivery Location, and You will bear all risk of loss or damage regarding Products until Consumer's receipt and acceptance of such Products in accordance with the terms hereof.
Additional Obligations of Vendor
You shall at all times materially comply with all Laws applicable to this Agreement and its obligations under this Agreement, including Your sale of the Products. Without limiting the generality of the foregoing, You shall: (i) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the sale of the Products; and (ii) not engage in any activity or transaction involving the Products, by way of shipment, use or otherwise, that violates any Law.
Without prejudice to Wegano's rights and remedies hereunder, on Wegano's request, You shall promptly provide all information necessary to export and import Products under this Agreement, including, as applicable, the Export Control Classification Numbers (ECCN) and subheadings, and shall Notify Wegano of any changes to the information provided by You to export and import Products under this Agreement.
You shall not label any of its Products as being "Made in America," "Made in USA" or with similar wording unless all component elements of such Product are in fact made in the US.
You shall promptly provide Notice to Wegano of any of the following events or occurrences, or any facts or circumstances reasonably likely to give rise to any of the following events or occurrences: (i) any failure by You to perform any of its obligations under this Agreement; (ii) any delay in delivery of Products; (iii) any defects or quality problems relating to Products; (iv) any change in Control of You; (v) any change in Your authorized Representatives, insurance coverage, or professional certifications; or (iv) any failure by You, or its subcontractors or common carriers, to comply with Law.
Representations and Warranties
If Wegano, You, or any Governmental Authority determines that any Products sold to Wegano are Defective and a recall campaign is necessary, either Party may implement such recall campaign. Wegano shall send notices to all consumers affected by such recall campaign and Consumers shall return Defective Goods to You or destroy such Products, as determined by You, at Your sole cost and risk. Without prejudice to Wegano's or Consumer’s rights under this Section 13 if a recall campaign is implemented, at Consumer’s option and Your sole cost, You shall promptly either repair or replace, or credit or refund the Sale Price for, all such returned Products under the terms of this Section.
Wegano shall provide reasonable assistance in such recall, provided that You shall pay all of Wegano's recall-related expenses. Where applicable, You shall pay all reasonable costs and expenses associated with determining whether a recall campaign is necessary.
Subject to the terms and conditions of this Agreement, You shall indemnify, defend, and hold harmless Wegano and its Representatives (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party or Consumers (collectively, "Losses"), arising out or resulting from any Claim of a third party or Party alleging:
- a Product sold by You was defective or otherwise caused bodily injury, including death, of any Person or damage to real or tangible personal property;
- material breach or non-fulfillment of any representation or warranty set forth herein by You or Your Personnel;
- any negligent or more culpable act or omission of You or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement;
- any bodily injury, death of any Person or damage to real or tangible personal property caused by the negligent acts or omissions of You or its Personnel; or
- any failure by You or its Personnel to materially comply with any applicable Laws.
Notwithstanding anything to the contrary in this Agreement, You are not obligated to indemnify or defend Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party's or its Personnel's gross negligence or more culpable act or omission (including recklessness or willful misconduct), or bad faith failure to materially comply with any of its obligations set forth in this Agreement.
Vendor Intellectual Property Indemnification
Subject to the terms and conditions below, You shall defend, or at Wegano's option cooperate in the defense of, hold harmless and indemnify, including legal fees, Wegano, and its Representatives (collectively, the "Wegano Indemnitees") from and against all Losses arising out of any third-party Claim or any direct Claim against You alleging that any of the Products or Wegano receipt or use thereof infringes any Intellectual Property Right.
In addition, if such a Claim is or is likely to be made, You shall, at its own expense, exercise the first of the following that is practicable:
- obtain for Wegano and its Consumers the right to continue to use and sell the Products consistent with this Agreement;
- modify the Products so they are non-infringing and in compliance with this Agreement;
- replace the Products with non-infringing ones that comply with this Agreement; or
- at Wegano's request, accept the cancellation and return (at Your expense) of infringing Products without Wegano or Consumers having any cancellation liability and refund to Wegano and Consumers any amount paid for such infringing Products.
If the Products, or any part of the Products, become, or in Your opinion are likely to become, subject to a Claim that qualifies for intellectual property indemnification coverage under this Section, You shall, at its sole option and expense, notify Wegano and Consumers to cease using such Products.
Wegano shall notify You of third-party Claims against Wegano and reasonably cooperate in the investigation, settlement, and defense of such Claims at Your expense.
At all times during the Term of this Agreement, You shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than One Million Dollars ($1,000,000) for each occurrence and Five Million Dollars ($1,000,000) in the aggregate with financially sound and reputable insurers. Upon Wegano's request, You shall provide Wegano with a certificate of insurance and policy endorsements for all insurance coverage required by this Section 15 and shall not do anything to invalidate such insurance. The certificate of insurance shall name Wegano as an additional insured. You shall provide Wegano with thirty (30) days' advance written notice in the event of a cancellation or material change in Your insurance policy. Except where prohibited by law, You shall require its insurer to waive all rights of subrogation against Wegano's insurers and Wegano or the Indemnified Parties.
Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Vendor Agreement, for any failure or delay in fulfilling or performing any term of this Vendor Agreement, when and to the extent such failure or delay is caused by or results from a Force Majeure Event. The Impacted Party shall give notice to as soon as commercially reasonable of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Changes in cost or availability of materials, components or services, market conditions or supplier actions or contract disputes will not excuse performance by You under this Section.
LIMITATION OF WEGANO’S LIABILITY. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, NEITHER WEGANO NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY SUPPLIER OR COULD HAVE BEEN REASONABLY FORESEEN BY WEGANO, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Last Modified: August 5, 2022