SUPPLIER TERMS AND CONDITIONS
STATEMENTS
I. The Commissioner declares through his legal representative:
A. It is a Mexican legal entity, incorporated in accordance with the provisions of the laws of the United Mexican States.
B. Your representative has sufficient powers to enter into this agreement, which have not been revoked or modified in any way.
C. Your tax address is: Cerrada del Potrero, El Mosco neighborhood, Atizapán de Zaragoza.
D. It is registered in the RFC under the key: MUL190421KK3
II. The Client declares through his legal representative:
A. It is a Mexican legal entity, incorporated in accordance with the provisions of the laws of the United Mexican States.
B. Your representative has sufficient powers to enter into this agreement, which have not been revoked or modified in any way.
C. Is the legitimate owner of the electronic buying and selling platform called Solo Mexicano, through which the services listed herein will be provided (hereinafter and indistinctly the “Site”, “Solo Mexicano” and/or the “Platform”).
D. Your tax address is the one described in the supplier subscription portal
E. It is registered in the RFC under the key described in the supplier portal
IN WITNESS WHEREOF, the parties hereto agree to be bound by the following:
CLAUSES
FIRST. Commission and Mandate. By virtue of this document, the Client, pursuant to Articles 273, 283, 284 and other applicable articles of the Commercial Code, and 2546 et seq. of the Federal Civil Code, hereby grants and confers upon the Broker, to be exercised individually, a commercial commission and mandate to carry out the necessary promotion and intermediation for the sale of the items detailed in Annex A hereof through www.solomexicano.com.
The commercial commission and mandate conferred herein above may only be exercised by the Broker for the performance, on behalf of the Principal, acting in his own name, of the acts expressly set forth in the preceding paragraph. For the exercise of this commercial commission and mandate, but strictly within its scope, the Broker shall have the powers of an attorney in accordance with the first three paragraphs of Article 2554 of the Federal Civil Code and its corresponding articles in the Civil Codes of the States of the Mexican Republic, with powers of substitution and delegation, but only to persons expressly authorized by the Principal.
THE FOREGOING IS STRICTLY UNDERSTANDING THAT THERE ARE NO COMMITMENTS OR SALES VOLUMES THAT ARE COMMITTED OR REQUIRED.
SECOND. Product and Warranty. The Client accepts and acknowledges that the products offered through the Client are 100% Mexican designed and produced, do not infringe any copyright, and are suitable for the specific use for which they are advertised.
The Client is obligated to provide all necessary descriptions of the goods or products. The Client shall be responsible for providing prompt, timely, and advance notice of the description of the goods or products so that solomexicano.com has the description desired by the Client. The description must include:
• Product overview
• Preparation time
• Warranty period
• Recommendations for use
• Improper use voids the warranty
• Product photos faithful to the product offered
The Commissioner will take these descriptions “as is” as provided by the Client for publication on “The Site”.
By virtue of the foregoing, the Client will be 100% responsible for the replacement of the goods or reimbursement of the price in case of non-compliance with this agreement and for the commissions generated by the transaction.
THIRD. Term. This commercial commission and mandate will remain in effect for as long as the parties so desire and may be terminated at any time by written notice to the address established by the Parties in the Declarations hereof.
The notification referred to in the previous paragraph must be given 5 business days in advance. The Client will deregister the products and goods as soon as possible. The Client must fulfill orders for products still on the Site during the deregistration process. The deadline for completing the deregistration is the fifth business day following notification.
FOURTH. Consideration. The Parties hereto agree that the Commission Agent will receive the agreed-upon amount for the product(s), goods, or as compensation for the performance of their assignment. This is understood to include the cost of shipping to SoloMexicano's warehouse. The Client must adhere to this agreed-upon amount for the four-month period stated in Annex A. The Client must announce any change in the amount 10 business days prior to the end of the four-month period; otherwise, the same amount will remain the same for a new four-month period.
The client will receive the amount agreed in Annex A.
The foregoing is without prejudice to all amounts that the Commissioner spends in the exercise of his duties and that are reimbursed to him after reviewing the corresponding receipts.
The Client, within the first three business days of the following calendar month, will issue a sales report (which must include the corresponding returns) on which the following will be calculated: (i) the commission to be deducted, and (ii) the total sales payable to date.
FIFTH. Billing and Payment. The Client will deliver to the Commission Agent the total sales for the calendar month, less the corresponding commission, upon delivery of the corresponding invoice issued in accordance with the sales report issued in accordance with the previous clause.
Each Party shall be solely responsible for its own tax burdens and operating expenses, and the Client shall not be able to pass any of these on to the Broker.
The Client will receive payment upon proof of delivery by the Carrier plus the completion of the warranty period.
SIXTH. Warranty Period and Refunds. The Client accepts that there is a warranty on products sold through Solo Mexicano, as specified in the Client's product description. Accordingly, the sale will be recorded in the monthly report, but the amount will not be payable until this period has elapsed, which does not constitute default.
In the event that, due to a cause attributable to the Client, there is an economic impact on the Agent, the latter may (as far as possible):
1. Set off the debt against amounts payable to the Principal; or
2. Invoice the amount to the Client, which will be payable on sight under penalty of termination of this agreement.
In the event of two incidents due to lack of quality or non-compliance, this contract will be terminated immediately, subject to the collection of a conventional penalty equivalent to the fine or damages caused to MULTUMEX.
SEVENTH. Rules. The Client accepts and acknowledges that:
1. You are aware of and have read the Supplier's terms and conditions, as well as its Shipping and Returns Policy.
2. The items to be promoted are made in Mexico, with no exceptions.
3. The promoted articles are their own work and in no way infringe copyright or trademark rights. The client will be responsible for any copyright claims.
4. That they have no right to use the Broker's trademarks, nor are they related parties.
5. The commission agent will cover the cost of shipping to the Solo Mexicano warehouse.
6. That the products described in Annex A will be placed on consignment by Solo Mexicano.
7. That it will be responsible for any omission or delay in delivery and undertakes to indemnify the Client against any claim.
8. You will be obliged to make size changes and full refunds in accordance with the terms and conditions of the Client.
9. That the items will be sent in packaging that is consistent with the Client's brand, taking care of its prestige.
10. In the event of three negative opinions or reports of defects, the Client may cancel the service without any liability.
11. The Commission Agent may accept all forms of payment that work best for him without being obligated to any specific one.
12. The client will give the best possible price to Solo Mexicano in order to make its product competitive on the platform.
13. The client shall be obligated to maintain inventory of the product(s) in the color, size, and description proposed for sale on the Solo Mexicano platform during the period available for replacement and warranty execution purposes, and may cancel the product(s) with three days' notice. These products will be described in Annex A.
14. The commission agent may provide photographic or video material to promote and advertise their product within the platform or social media, or loan the product at no cost to the commission agent so that they can generate such content without any obligation to respect styles and without the promise of a minimum number of sales. This material must always respect the characteristics of the product to be delivered.
EIGHTH. Employment Relationship. The Parties agree that this Agreement does not constitute or provide evidence of any employment relationship and that under no circumstances shall the Agency's performance and the Mandate be considered subordinate work.
Consequently, and for the purposes of Article 13 of the Federal Labor Law, since both parties are established companies with sufficient resources to fulfill the obligations arising from their relationships with their employees, they will not be considered intermediaries and under no circumstances should the execution of this Agreement be interpreted as constituting labor relations between the employees, workers and officials of one of the parties and the other party.
The Agent hereby releases the Commissioner from all liability and undertakes to hold him harmless and safe from any claim that may arise.
NINTH. Indemnification. The Client agrees to indemnify and hold the Agent harmless from any claim or litigation arising from its actions, omissions, and breaches of this Agreement and the terms and conditions of the website operated by the Agent. This includes all types of returns, claims for lack of quality, trademark, copyright, and consumer protection infringements, without any limitation on amounts.
TENTH. Intellectual Property.
(a) The Broker is the sole and exclusive owner of the intellectual property rights of the site, its content and the technological platform in terms of the Federal Copyright Law and the Industrial Property Law, including international patent and trademark rights, among others; however, with respect to all content uploaded or provided by users, it is understood under penalty of perjury that it is owned by, or that it has the authorization of its legitimate owner, a non-exclusive and temporary license of free use and exploitation with respect to any intellectual property rights held by users, for as long as the works or creations protected by the laws in this area are hosted on the server.
(b) The Client hereby grants the Broker a license to use the trademarks and images it owns pursuant to the Federal Copyright Law and the Industrial Property Law, for use in the sale and promotion of the products the Broker will promote on its website and for which payment will be processed through it. The trademarks and copyrights granted are attached hereto as Annex A, along with a simple copy of their trademark titles.
ELEVENTH. Confidential Information. The purpose of this clause is to establish the obligations and responsibilities of the parties involved with respect to the databases containing personal data of clients, suppliers and/or the Broker's staff (hereinafter, the Personal Data), to which the Client has access exclusively for the performance of the services covered by this Agreement, in accordance with the provisions of the Federal Law on the Protection of Personal Data Held by Private Parties, its Regulations, and the principles and obligations established therein for data controllers and processors, including any data security obligations.
The provision of Personal Data by any means is not legally considered communication or transfer of Personal Data, but rather simple access to such data as a necessary element for the performance of the agreed services. The Agent will provide the Client with a copy of its privacy notice or privacy policies applicable to the Personal Data provided.
The Client represents and warrants that it complies with Mexican privacy laws and regulations and that all Personal Data it processes as a controller or processor and that is shared to provide the services described in this Agreement has been obtained, processed, and transferred in accordance with privacy laws and regulations.
The parties acknowledge and agree that Personal Data is confidential for all purposes and is therefore subject to the strictest professional secrecy, even after any contractual relationship between the parties arising from the services provided has ended.
TWELFTH. Act of God and force majeure. If either party is unable to fulfill its obligations under this Agreement due to an act of God or force majeure, the rights and obligations of the parties shall be suspended for the duration of such situation. If the act of God or force majeure persists for more than two (2) months, this Agreement shall be deemed terminated, without any liability for the parties.
In the event of any undue burden, the parties agree to renegotiate in good faith to restore contractual equilibrium in the face of material adverse conditions. For the purposes of this document, material adverse conditions are defined as those that generate an additional financial burden of 15% for the Broker.
THIRTEENTH. Inventory Management and Annex A
The Client must have the amount declared in Annex A available for a period of 30 business days after the good or product is listed on the Site. If the amount committed by the Broker through Annex A is not available, the Client will not receive the corresponding payment and will be responsible for any charges for the transactions incurred.
Annex A must be updated by the client to notify any changes to the product, price (after the deadline has passed), available quantities (after the deadline has passed), descriptions, delivery times, etc.
FOURTEENTH. Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Mexico. For all matters relating to the interpretation and enforcement of obligations arising from this Agreement, each party submits to the jurisdiction and venue of the courts located in Mexico City, and further submits to the competent courts of its domicile with respect to any proceedings against it relating to documents related to this Agreement, hereby waiving any other court that may be subject to jurisdiction by virtue of its present or future domicile or for any other reason.