Dropcents Vendor/Seller Terms and Conditions Agreement
- ORDER PROCESSING / STORE MAINTENENCE: Vendor will not be responsible for order processing or payment processing. Dropcents takes on all responsibility for the administrative services related to the online store as well as all orders. Dropcents will handle all payments and payment processing for each order placed through the Dropcents Online Marketplace. Dropcents handles any and all technical issues.
- INVENTORY: Dropcents will not physically stock any merchandise that is listed for sale through the Dropcents Online Marketplace. Each vendor will have access to their own product catalog, this is where vendors add and update products and inventory levels. Vendor is responsible for uploading there products to there Dropcents Online Marketplace storefront. Vendor agrees to maintain said inventory levels on all items listed for sale through the Dropcents Online Marketplace. Vendor agrees to fulfill all orders received through the Dropcents Online Marketplace within 3 days of receiving the order. Vendor agrees to update their products inventory levels to accurate quantitys to prevent the sale of an item they no longer have in stock. If Vendor fails to fulfill an order or is unable to fulfill an order due to insufficient inventory levels, or any other fault of the Vendor, Vendor will be assessed an order cancellation fee of up to forty five dollars ($45.00) per order cancellation. Repeat order cancellations may result in vendor being removed from the Dropcents Online Marketplace. Vendor agrees to maintain fresh and up-to-date products, vendor agrees to list slow-moving or unsold items at a discounted price after a pre-determined time agreed upon by Dropcents and Vendor.
- CUSTOMER SERVICE: Vendor is responsible for any customer service related issues pertaining to their orders or products. Vendor agres to address any customer service issues in a timely manner. Vendor agrees to ship the exact product ordered as described: correct size, color, etc. In the case the vendor ships the wrong product to the customer, the vendor agrees to pay for return shipping and will ship correct product to the customer. If the vendor is unable to fulfill an order due to insufficient inventory levels, or any other fault of the Vendor, Vendor will be assessed an order cancellation fee of up to forty five dollars ($45.00) per order cancellation. Repeat order cancellations may result in vendor being removed from the Dropcents Online Marketplace.
- SHIPPING POLICY: Upon each sale, Dropcents will process the payment and run a fraud detection tool to prevent any fraudulent orders. Once the order has been approved, Dropcents will email the customer and the selling Vendor an invoice/receipt for said purchase. Vendor agrees to accept all responsibility and cost for the proper shipping and handling of all orders placed through the Dropcents Online Marketplace. Vendor agrees to ship the item in accordance with the established shipping policy. Vendor agrees to ship the orders within 3 days of receiving the order. All orders must be shipped via USPS, UPS, FED EX or any other carrier approved by Dropcents. All orders must include shipping and tracking information. Vendors will be reimbursed the shipping costs for each order in their monthly check per the shipping charge set for that product and that was charged to the customer.
- INTERNATIONAL SHIPPING: All international orders must be shipped to Dropcents Warehouse in St.Louis, MO. Once you receive an International Order, Vendor must ship the item to Dropcents and we will handle the shipping and handling from that point.
- MARKETING: Vendor agrees to gain prior approval from Dropcents prior to featuring or otherwise utilizing Dropcents.com, Drop Cents, DCP, or any other company operating under the Dropcents Name in any marketing or advertising campaigns, printed ads, online ads, or any other marketing ploy.
- COMMISSIONS AND FEES: Vendors agree to the following monthly fees and commission structure. Vendors will be charged a twelve dollar ($12.00) monthly “leasing” fee for their DCP storefront, Vendors will be on a auto re-curring payment structure that charges them $12 a month perpetually. Vendor has the ability to opt-out of the DCP program at anytime by contacting the Dropcents Online Marketplace customer service. Vendors account will be cancelled at the end of the month that they requested to opt-out. Vendor agrees that failure to pay for additional term by the said due date may result in the cancellation of their account. Vendor agrees that they will receive 70% of the sale price on their products sold through the Dropcents Online Marketplace. The remaining 30% is Dropcents commission on the sale. In the rare case your Dropcents Online Marketplace storefront requires additional hosting or additional maintenece, there may be a increase in fees. Before any such increase takes place, Dropcents will notify Vendor and discuss the situation. Vendor agrees to not dispute any charges as statted in this agreement.
- PAYMENTS: On a monthly basis, Dropcents will send Vendor a payment via Paypal or by check ,equal to 70% of the sales of the Vendors products sold through the Dropcents Online Marketplace, minus any fees, charges, order cancellations, etc. owed by Vendor to Dropcents. Any amounts owed by Vendor to Dropcents will be deducted from Vendors monthly check, or payable via Credit Card, Company Check, PayPal, or any other method approved by Dropcents. Any late or overdue fees will be charged a one and one-half percent (1.5%) interest per month on the outstanding amount or the maximum interest allowed by law, whichever is lower, until the owing amount is paid in full, and will be considered due and payable on demand. Returned checks (whether by N.S.F., account closed, uncollected funds, or any other reason) shall be charged a minimum fifty ($50.00) handling fee for each item returned.
- DISPUTES: In the event either party hereto shall institute an action to enforce any rights hereunder, including any action for collection by Dropcents or its assignees, the prevailing party in such action shall be entitled to seek and collect from the other party it’s attorneys fees and litigation expenses. Vendor submits and consents to the exclusive jurisdiction and venue of the County of St.Louis, State of Missouri in any action arising out of this transaction or Vendors relationship with Dropcents.
- NOTICES: All notices and requests to Dropcents shall be submitted in writing to the following address: Dropcents - 10060 Natural Bridge Rd St.louis, MO 63134.
- MISC INFO: Dropcents has the right to cancel the Dropcents Online Marketplace Vendor agreement at anytime for any reason. Dropcents has the right to refuse to sell any merchandise that they deem offensive, un-sellable, overpriced, copyrighted, or for any other reason. These Terms and Conditions and the entire relationship between Dropcents and Vendor are to be governed according to the laws of the State of Missouri (without regard to conflicts of laws principles). These terms may not be amended, modified, or altered except by a written agreement instrument executed by both parties hereto. In the event of a discrepancy, the conflicting term of these Terms shall be controlling. These terms shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, assigns, and successors in interest. The waiver by Vendor or a breach of any terms or conditions of these Terms shall not be deemed to constitute the waiver of any further breach of such or any term or condition of the Terms. These Terms supersede all prior or contemporaneous written or oral agreements by both parties.
- CANCELLATION OF AGREEMENT: If in the event Vendor chooses to end the agreement prior to the agreed terms, Vendor recognizes they will not be refunded any “leasing fees” that they have already paid. Any fees due are due within 30 days of cancellation notice. Any late or overdue fees will be charged a one and one-half percent (1.5%) interest per month on the outstanding amount or the maximum interest allowed by law, whichever is lower, until the owing amount is paid in full, and will be considered due and payable on demand. Returned checks (whether by N.S.F., account closed, uncollected funds, or any other reason) shall be charged a minimum fifty dollars ($50.00) handling fee for each item returned.
- LENGTH OF TERMS: The first term of the agreement between Dropcents and Vendor will last for 1 months ( this is called the initial term) and will be renewed automatically for additional periods of 1 months each, unless either party ends the agreement according to the cancellation procedure set out in the DCP agreement. Each initial term of 1 months will be billed and payable upfront to Dropcents at the rate of twelve dollars ($12.00) total cost and will be due on the same date as the original subscription term started. Vendor agrees that failure to pay for additional term by the said due date may result in their account cancellation.
I. Independent Contractors. The relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party.
II. Publicity. Neither party will make any public announcement or issue any press release concerning the terms of this Agreement without the prior approval of both parties.
III. Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Missouri, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Missouri. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.
IV. Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.
V. All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.
VI. Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days after deposit with postal authorities.
VII. Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs.
VIII. Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that may not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.
IX. Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in the United States, in Missouri in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Both parties intend that this Agreement to arbitrate be irrevocable.
X. Delay is Not a Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power or remedy.
XI. Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non- performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
XII. Assignability & Binding Effect. Except as expressly set forth within this Agreement, neither party may transfer or assign, directly or indirectly, this Agreement or its rights and obligations hereunder without the express written permission of the other party, not to be unreasonably withheld; provided, however, that both parties shall have the right to assign or otherwise transfer this Agreement to any parent, subsidiary, affiliated entity or pursuant to any merger, consolidation or reorganization, provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
XIII. Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
XIV. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law.
XV. Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.
XVI. Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.
XVII. Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.