For sellers · Version 1
Vendor Agreement
DRAFT
This is a plain-language DRAFT prepared for a lawyer to review and finalise. It is not in force and no seller is asked to accept it until it is published. Where it says "must", the matching operational rule is already enforced by the system; the legal wording around it is what needs review.
1. Parties and role
This agreement is between the business that applied to sell (the "Seller") and Bargain Bay ("we"). The Seller is an independent business and the seller of record for every unit it lists. We provide the marketplace, collect payment from customers on the Seller's behalf, arrange delivery for units in Lanes A and B, and pay the Seller as set out in Fees & Payouts. Nothing makes the Seller our employee, partner or agent.
2. Authority to sell
The Seller promises that it owns each unit it lists (or has authority to sell it), that the unit is not stolen, counterfeit or subject to an unremedied recall, that the listing is accurate, and that it holds a valid HST registration (or has told us if it does not).
3. Policies
The Seller agrees to follow the Seller Code of Conduct, Prohibited & Restricted Items, Listing & Photo Standards, Condition Grading Guide, Fulfilment & Delivery Standards, Returns, Warranty & Guarantee, Fees & Payouts, and Enforcement & Appeals (the "Policies"), as updated from time to time on notice. The Policies form part of this agreement.
4. Warranty
The Seller gives each customer at least 12 months of warranty on every unit and honours claims as set out in the Policies. We may resolve a claim and recover our cost from the Seller, including from the warranty reserve.
5. Money
We charge the commission and fees in the Policies and may deduct them, any refunds, charge-backs and warranty costs that are the Seller's, and the warranty reserve from amounts owed to the Seller. We may withhold amounts owed while we investigate suspected fraud or a breach, and may set off amounts the Seller owes us. The Seller is responsible for its own taxes. [Lawyer: set-off, holdback and suspected-fraud language.]
6. Licence to use photos and listings
The Seller keeps ownership of its photos and text and gives us a licence to display, copy, resize and re-encode them on the marketplace and in our advertising of marketplace units, for as long as the unit is listed and a reasonable time after. The Seller promises it has the right to give this licence.
7. Customer information
The Seller receives only the customer details needed to fulfil an order, uses them only for that, keeps them secure, deletes them when no longer needed, does not market to customers, and tells us at once of any breach. [Lawyer: PIPEDA wording.]
8. Insurance and risk
Risk in a unit passes as set out in the Fulfilment & Delivery Standards. If the Seller declines insurance on a unit we deliver, it bears damage in our transit, other than damage caused by our gross negligence or wilful misconduct. [Lawyer: limitation of liability.]
9. Suspension and termination
We may restrict, suspend or end the Seller's account as set out in Enforcement & Appeals. The Seller may stop selling at any time after fulfilling paid orders. On ending, orders already paid are completed, and amounts owed either way are settled, with the warranty reserve released at the end of its period unless a claim is open.
10. Liability
[Lawyer: limitation and exclusion of liability, indemnity by the Seller for claims arising from its units and listings, and our indemnity, if any.]
11. General
This agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. Changes need 14 days' notice. Notices go to the email addresses on the Seller's account. [Lawyer: assignment, entire agreement, dispute resolution, survival.]