Fulfillment by Project Verte
Fulfillment by Project Verte Service Terms
Fulfillment by Project Verte ("FBPV") provides fully automated dynamic fulfillment, secure payment processing, data asset management, intelligent inventory management, an intuitive Vendor portal and associated services for your Products. All capitalized terms used herein but not otherwise defined will have the meanings ascribed to such terms in the Agreement.
These FBPV Service Terms are part of the Project Verte Satisfillment Services Agreement (the “Agreement”), and, unless specifically provided otherwise, concern and apply only to your participation in FBPV. BY REGISTERING FOR OR USING FBPV, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE FBPV SERVICE TERMS. You expressly agree that Verte may engage its Affiliate(s) or a third party in order to complete one or more of the fulfillment and associated services outlined below.
- Your Products
Once you are accepted into FBPV, you must apply to register each product you offer that you wish to include in the FBPV program. We may refuse registration in FBPV of any product, including on the basis that it is an FBPV Excluded Product or that it violates applicable Standard Operating Policies. You may at any time withdraw registration of any of your Products from FBPV.
- Product and Shipping Information
You will, in accordance with applicable Standard Operating Policies, provide in the format we require accurate and complete information about your Products registered in FBPV, and will provide Fulfillment Requests for any Units fulfilled using FBPV that are not sold through a Verte Site ("Multi-Channel Fulfillment Units"). You will promptly update any information about your Products in accordance with our requirements so that the information is at all times accurate and complete.
- Shipping to Verte
- Except as otherwise provided in Section 3.d and Section 5, FBPV is limited to Units that are shipped to and from fulfillment centers located within the applicable Elected Country, to be delivered to customers in the same Elected Country only. You will ship Units to us in accordance with applicable Standard Operating Policies. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and Verte will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section 7) or re-package or re-label the Unit and may charge you an administrative fee.
- You will not deliver to us, and we may refuse to accept, any shipment or Unsuitable Unit.
- We may, at our option, allow you to ship Units at your expense (as described in Section 9.b) to fulfillment centers using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as Verte's confidential information in accordance with Section 12 of this Agreement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorize the applicable carrier to provide us with all shipment tracking information.
- If you ship Units from outside the applicable Elected Country to fulfillment centers, you will list yourself as the importer/consignee and nominate a customs broker. If Verte is listed on any import documentation, Verte reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by Verte will be collected from your bank account, deducted from amounts payable to you, or by other method at our election.
We will provide storage services as described in these FBPV Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfillment center. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will, as your sole remedy, reimburse you in accordance with the FBPV Guidelines, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we reimburse you for a Unit, we will be entitled to dispose of the Unit pursuant to Section 7. This reimbursement is our total liability for any duties or obligations that we or our agents or representatives may have and is your only right or remedy. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under this Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfillment centers, and you will comply with any of these restrictions or limitations.
As part of our fulfillment services, we will ship Units from our inventory of your Products to the shipping addresses in the Elected Country included in valid customer orders, or submitted by you as part of a Fulfillment Request. We may ship Units together with products purchased from other merchants. We also may ship Units separately that are included in a single Fulfillment Request. If you participate in our export fulfillment services, we will also ship Your Products that we determine to be eligible (each, a "Foreign-Eligible Product") to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the applicable FBPV Guidelines.
- Customer Returns
- You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Multi-Channel Fulfillment Units in accordance with the Agreement (including the applicable Standard Operating Policies).
- We will receive and process returns of any Verte Fulfillment Units that were shipped to addresses within the Elected Country in accordance with the terms of these FBPV Service Terms and the Program Policies. Any Sellable Units that are also Verte Fulfillment Units and that are properly returned will be placed back into the inventory of your Products. We may fulfill customer orders for your Products with any returned Verte Fulfillment Units. Except as provided in Section 7, you will retake title of all Units that are returned by customers.
- Subject to Section 7, we will, at your direction, either return or dispose of any Unit that is returned to us by a buyer and that we determine is an Unsuitable Unit.
- If Verte receives a buyer return of a Multi-Channel Fulfillment Unit, you will direct us to return or dispose of the Unit at your own cost, which we may dispose of the Unit as provided in Section 7.
- Returns to You and Disposal
- You may, at any time, request that Units be returned to you or that we dispose of Units.
- We may return Units to you for any reason, including upon termination of these FBPV Service Terms. Returned Units will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, (b) you have not provided or, upon our request, confirmed a designated shipping address in the Elected Country, or (c) we cannot make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed abandoned and we may elect to dispose of them in our sole discretion.
- We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action): (i) immediately if we determine in our sole discretion that the Unit creates a safety, health, or liability risk to Verte, our personnel, or any third party; (ii) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (iii) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in the applicable Standard Operating Policies) after we notify you. In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.
- We may dispose of any Unit we are entitled to dispose of (including any Unsuitable Units) in the manner we prefer. Title to each disposed Unit will transfer to us at no cost to us as necessary for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal.
- You will promptly notify us of any recalls or potential recalls, or safety alerts of any of your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products).
- Customer Service
- For Multi-Channel Fulfillment Units we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfillment of your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of your Products and other fulfillment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns, and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.
- We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to Verte Fulfillment Units. We will have the right to determine whether a customer will receive a refund, adjustment or replacement for any Verte Fulfillment Unit and to require you to reimburse us where we determine you have responsibility in accordance with the Agreement (including these FBPV Service Terms and the Standard Operating Policies). Except as provided in this Section 8 regarding any Verte Fulfillment Units, customer service will be handled in accordance with the Selling on MyVerte Marketplace Service Terms.
- In situations relating to Verte Fulfillment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, as your sole and exclusive remedy and at our option: (a) for any Verte Fulfillment Unit, (i) ship a replacement Unit to the customer and reimburse you in accordance with the FBPV Guidelines for the replacement Unit, or (ii) process a refund to the customer and reimburse you in accordance with the FBPV Guidelines for the Unit; or (b) for any Multi-Channel Fulfillment Unit, reimburse you in accordance with the FBPV Guidelines for the Unit (and you will, at our request, provide us a valid tax invoice for the compensation paid to you). Any customer refund will be processed in accordance with the Selling on MyVerte Marketplace Service Terms and the Transaction Processing Service Terms (if the Elected Country for a Service is the United States). Notwithstanding the Selling on MyVerte Marketplace Service Terms, we will be entitled to retain the applicable fees payable to us under the My Verte Service Terms and these FBPV Service Terms, respectively. Except as expressly provided in this Section 8.c, you will be responsible for all costs associated with any replacement or return.
- If we provide a replacement Unit or refund as described in Section 8.c to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to Section 7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section 6. If we do put a Unit back into your inventory, you will reimburse us for the applicable Replacement Value (as described in the FBPV Guidelines) of the returned Unit. Any replacement Unit shipped by us under these FBPV Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the applicable Verte Site or Service in accordance with, and subject to, the terms and conditions of this Agreement.
- Compensation for Fulfillment Services
- Handling and Storage Fees. You will pay us the fees described in the Fulfillment by Project Verte Fee Schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at a fulfillment center and is available for FBPV (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.
- Shipping and Gift Wrap. For any Verte Fulfillment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfill through the FBPV Program. As between you and us, these charges will be your charges to the buyer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the buyer. In the case of shipments of Units sold through the Verte Site that qualify for the "Free Shipping" promotion, the amounts charged to the buyer for shipping the Selling on Verte Units that Verte fulfills will first be charged to the buyer and will next be deducted from the total charges to the buyer as your promotion and Verte will not charge you the fee described above. If you ship Units to us using the shipping rates that we may make available pursuant to Section 3.c, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.
- We may keep all proceeds of any Units that we dispose of or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these Units.
In addition to your obligations under Section 7 of the Agreement, you also agree to indemnify, defend, and hold harmless Verte, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section 4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death, or property damage; (b) the shipment, export, or delivery of your Products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section 5 or any certifications we may make in connection with the shipment, export, or delivery of your Products); (c) any of your Taxes or the collection, payment, or failure to collect or pay your Taxes; and, if applicable (d) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, "Foreign Shipment Taxes").
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Verte and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or un-accrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for or use FBPV, which the Releasing Parties are giving up by agreeing to these FBPV Service Terms. It is your intention in agreeing to these FBPV Service Terms that these FBPV Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. In addition to the foregoing, you acknowledge, on behalf of yourself and all other Releasing Parties that you are familiar with Section 1542 of the Civil Code of the State of California, as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You, on behalf of yourself and all other Releasing Parties, expressly waive and relinquish any rights that you had or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the law of any other jurisdiction, to the full extent that you may lawfully waive all such rights pertaining to the subject matter of these FBPV Service Terms.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
- Effect of Termination
Following any termination of the Agreement or these FBPV Service Terms in connection with a particular Elected Country, we will, as directed by you, return to you or dispose of the Units held in that Elected Country as provided in Section 7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Standard Operating Policies) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section 7, and you will be deemed to have consented to our actions. Upon any termination of these FBPV Service Terms in connection with a particular Elected Country, all rights and obligations of the parties under these FBPV Service Terms in connection with such Elected Country will be extinguished, except that the rights and obligations of the parties under Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, and 13 with respect to Units received or stored by Verte as of the date of termination will survive the termination.
- Tax Matters
You understand and acknowledge that storing Units at fulfillment centers may create tax nexus for you in any country, state, province, or other localities in which your Units are stored, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the FBPV Program or otherwise pursuant to these FBPV Service Terms, you will be responsible for such Foreign Shipment Taxes and your Taxes and you will indemnify and hold Verte harmless from such Foreign Shipment Taxes and your Taxes as provided in Section 10 of these FBPV Service Terms.
- Additional Representations
In addition to your representations in Section 6 of this Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBPV Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws of the Elected Country, its territories, and all other countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers; and (f) that all Foreign-Eligible Products (i) can be lawfully exported without any license or other authorization; and (ii) can be lawfully imported into, and comply with all applicable Laws of, any eligible country.
"Verte Fulfillment Units" means Units fulfilled using FBPV that are sold through a Verte Site. For avoidance of doubt, if you have successfully registered for or used both the FBPV and Selling on MyVerte Marketplace Services, then the term "Verte Fulfillment Units" and the defined term "Verte Fulfilled Products" in the Selling on MyVerte Marketplace Service Terms both refer to the same items.
"FBPV Excluded Product" means any Unit that is an Excluded Product or is otherwise prohibited by the applicable Standard Operating Policies.
"Foreign Address" means (a) if the Elected Country is the United States, any mailing address that is not (i) within the fifty states of the United States or Puerto Rico, or (ii) an APO/FPO address; and (b) if the Elected Country is not the United States, any mailing address that is not within the Elected Country.
"Fulfillment Request" means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfill one or more Multi-Channel Fulfillment Units.
"Multi-Channel Fulfillment Units" has the meaning in Section 2.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Vendor Agreement" means the Selling on MyVerte Marketplace Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by Verte) between you and us that permits you to offer products and services via a particular Verte Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Unit" means a unit of your Product that you deliver to Verte in connection with the FBPV Program.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with Verte before shipment or do not match the product that was registered; (c) that is an FBPV Excluded Product or does not comply with the Agreement (including applicable Service Terms and Standard Operating Policies); (d) that Verte determines is unsellable or unfulfillable; or (e) that Verte determines is otherwise unsuitable.