Vendor Central Terms and Conditions

This document sets forth the terms and conditions (hereinafter, “Terms and Conditions”) of use of the Vendor Central by any person (hereinafter, “Vendor”) wishing to offer their products (hereinafter, “Products”) to be purchased and sold by First Label S.R.L. (hereinafter, “Mercado Libre”) on the www.mercadolibre.com.ar (hereinafter, “Web Site”).

These Terms and Conditions are mandatory and binding. Any Vendor who refuses to accept or disagrees with the Terms and Conditions shall 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.

1. Vendor Central

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 to have the capacity to contract on its behalf and to oblige it.

The Product categories available to be offered via the Vendor Central shall be previously defined by Mercado Libre.
Mercado Libre may acquire the Products through purchase orders (hereinafter, “Purchase Orders”). The issue of a Purchase Order shall create no 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 shall be under no obligation to purchase the Products, which the Vendors shall be under no obligation to sell until the Vendors have accepted the respective Purchase Orders.

2. Statements

The Vendor states and guarantees that 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.
They will comply with all applicable rules and regulations for the professional activities they conduct, both general and specific to the industry related to the supplied products, and commit to stay informed and comply with any necessary changes in accordance with updates to 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 requirements set forth by the applicable regulations, including technical regulations, technical specifications, and/or approval or registration of the products 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 rights of third parties, including, without limitation, brands, copyrights, patents, industrial models or designs, or an infringement of any non-monetary rights.

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 available in the Vendor Central, involving the use of these electronic means as a valid act of will that can be proven to the appropriate party.
To accurately and adequately provide Mercado Libre with 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, ensuring that Buyers receive 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, confidential.
Assume the responsibility of carrying out all the procedures before the tax and customs authorities to obtain the nationalization of the Products acquired through the Purchase Orders. Consequently, the Vendor shall pay all the customs duties and deliver with the Products the respective supporting document, such as, but not limited to, the import declaration.
Provide, through the methods established by Mercado Libre, the necessary dispatch information for products imported or assembled in Tierra del Fuego.
Send invoices and credit memos, as applicable, through the methods established by Mercado Libre in Vendor Central. The Vendor accepts and acknowledges that other communication methods used for this purpose, such as sending invoices via 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 outlined 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 which shall be stated in the respective Purchase Orders.

The Vendors agree to meet the delivery periods set forth in the respective Purchase Orders, which delivery periods shall run from the date of acceptance of the Purchase Orders.

Up to the actual delivery of the Products at the Distribution Center, the ownership and any risks related to the goods, including transport, shall remain with the Vendors. Payment of the Price shall not entail an assumption of any liability whatsoever by Mercado Libre before the 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.

Any Products acquired by Mercado Libre shall be individually packaged and delivered by the Sellers at the distribution center (hereinafter, “Distribution Center”) indicated by Mercado Libre, the address of which shall be stated in the respective Purchase Orders.

The Sellers agree to meet the delivery periods set forth in the respective Purchase Orders, which delivery periods shall run from the date of acceptance of the Purchase Orders.

6. Quality Check

Within 7 consecutive days of delivery of the Products at the Distribution Center, Mercado Libre may perform a quality check on the Products intended to detect any irregularities.

No email from Mercado Libre and/or document it may have signed acknowledging delivery of the Products may be interpreted to constitute acceptance of the Products.

In the event of any discrepancy as to price, quantity 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:

Suspend payment on the invoice, and the VendorSeller shall issue a credit memo for any missing Products, which memo shall be sent to Mercado Libre.
Return the Products to the Vendors, at the VendorsSellers’ expense and risk;
Cancel the Purchase Order without incurring any penalty or liability;
Pay only for such Products as have actually been delivered at the Distribution Center, as documented by the Vendors by issuing a new invoice.
Handle them at their sole discretion, which may include destroying, donating, or reselling the products without any limitations.

If the Vendors should fail to deliver the Products or make partial delivery thereof, delivery or full delivery shall be completed within 5 consecutive days after 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 state that 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, its related companies, Vendors and Users to offer, promote, and advertise their own advertising materials for the Products, including the use and adaptation of the Brands and Materials. 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 Web Site

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 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 for the sale of the Products on the Web Site.
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 Web Site;
Define rotation and/or destruction policies for the Products;
Perform internal studies on the interests, behavior, and demographics of the Products’ buyers 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 dateindicated 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. Collaboration Accounts

Each Vendor registered in Vendor Central has its own administrator account (for the purposes hereinafter, the “Administrator”). The Administrator may invite others -such as employees, co-owners, or contractors- to create a collaboration account under separate usernames and passwords (the “Collaborator”). By creating an account, each Collaborator accepts the Terms and Conditions contained herein, otherwise they must refrain from using Vendor Central.

The Administrator may grant certain permissions to any Collaborator to complete several tasks, such as offer items for sale to Mercado Libre, manage inventory, accept purchase orders, conduct commercial agreements, among others.

Similarly, the Administrator may create divisions within their account to tailor their offerings according to operational needs, whether to separate business verticals or to work 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 of the specific division assigned by the Administrator.

The Administrator states and warrants that the obligations assumed by Administrators and Collaborators under the Terms and Conditions are joint and several. Administrators are fully liable for all Collaborators' activities at the Distribution Center. Any breach of the Terms and Conditions by Collaborators shall be deemed to be a breach by its Administrator, and vice versa.
Both the Administrator and Collaborator are responsible for maintaining the confidentiality of their account and password and for restricting access to their computers and other applicable devices.

Mercado Libre reserves the right to refuse certain collaboration accounts, and/or terminate collaboration 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 from and in connection with any damage, cost, loss, liability, expense (including, without limitation, attorneys’ fees, experts’ fees, and court costs) (hereinafter, “Indemnity”) resulting from court and/or private claims arising from and/or in connection with any third party claim due to:

Personal injury, material damage, or losses resulting from Product defects or Product use.
The Product recall from the market due to any sort of problem with or defect in the Products.
Any infringement upon the intellectual and industrial property rights of third parties over the Products, Brands, 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 sanction 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 court 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 any claim it becomes aware of 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 infringement of 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.
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.
In Mercado Libre’s opinion, the Vendor’s listings or any 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 in advance of the 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, 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 cancel 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 as from termination of the Terms and Conditions.

16. Reach

These Terms and Conditions do not create any partnership, agency, distribution or supply or employment relationship between Mercado Libre and the Vendors, who shall remain independent parties with no business relationship between them other than under these Terms and Conditions.

Mercado Libre and the Vendors may create and implement identical or similar commercial agreements with third parties, which shall not entail acceptance of the Terms and Conditions, use of the Vendor Central or the issue of Purchase Orders, or any exclusivity or preference rights in connection with the purchase, promotion and/or advertising of any Product.

Any subsidiary of and/or company related to Mercado Libre may issue a Purchase Order under these Terms and Conditions, and such Purchase Orders shall constitute an independent obligation of the issuing subsidiary and/or related company. As regards such Purchase Orders, the subsidiary and/or related company in question shall be bound by these Terms and Conditions, and all references to Mercado Libre in this Offer shall be deemed to constitute references to such subsidiary and/or related company.

17. Modification

Mercado Libre may modify these Terms and Conditions at any time. All modified terms and conditions shall become effective 10 days after publication. Any Vendor who disagrees with the changes introduced by Mercado Libre may request termination of the relationship, guaranteeing the fulfillment of any obligations outstanding under issued and accepted Purchase Orders.

Use of the Vendor Central and acceptance of Purchase Orders shall entail acceptance of these Terms and Conditions, as modified.

18. Governing Law and Jurisdiction

The Terms and Conditions, Vendor Central and Purchase Orders shall be governed in their entirety by the laws in force in the Argentine Republic.

Any and all conflicts which may arise between Mercado Libre and the Vendors shall be submitted to the jurisdiction of the Ordinary Commercial Courts of the Autonomous City of Buenos Aires, and the parties hereby waive any other appropriate court or jurisdiction.