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, “Suppliers”) wishing to offer their products (hereinafter, “Products”) to be purchased and sold by MercadoLibre Colombia Ltda. (hereinafter, “Mercado Libre”) at www.mercadolibre.com.co (hereinafter, “Website”).

The Terms and Conditions are mandatory and binding. Any Supplier who refuses to accept or who disagrees with the Terms and Conditions shall refrain from using the Vendor Central.

By using the Vendor Central, the Supplier agrees that communications with Mercado Libre shall take place electronically, either at the email address provided by the Supplier as contact information or through such messages as the Supplier may receive via the Vendor Central. Accordingly, the Supplier agrees that any electronic communication from Mercado Libre shall be legally valid.

1. Vendor Central

In order to use the Vendor Central, Suppliers shall register and upload their product offerings to Mercado Libre, along with pricing information, registration number, condition, and other Product characteristics. If the Supplier 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 purchase the Products through purchase orders (hereinafter, “Purchase Orders”). The placement of a Purchase Order shall not create additional obligations for Mercado Libre or cause Suppliers to have any expectations regarding successive Purchase Orders featuring the same or similar contents.

Mercado Libre is not obligated to purchase the Products, and the Suppliers shall be under no obligation to sell the Products, until the Suppliers accept the respective Purchase Orders.

2. Representations

The Supplier represents and guarantees that:

Has the necessary organization and legal and economic advice to use the Vendor Central freely and independently, weighing any potential commercial risks.
Complies with all rules and regulations applicable to the professional activities they perform, both general and specific to the industry related to the products supplied, obliging themselves to keep informed and comply with any changes that may be required as a function of updates in the applicable rules during the term of its 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 Supplier shall be liable for any consequences resulting from any full or partial inaccuracy.
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 applicable regulatory requirements, including technical regulations, technical specifications, and/or product approval or registration where 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 of third parties, including, without limitation, brands, copyright, patents, industrial models or designs, or an impairment of any non-monetary rights;
The Products may be legally promoted and advertised by Mercado Libre in mass and non-mass media, without any kind of restriction.
Has a procedure to prevent the Products from being contaminated by any prohibited substance, such as but not limited to drugs; and also has established protocols to mitigate and / or address circumstances in which the Products have been contaminated.

3. Obligations

Without prejudice to any other obligations under the applicable laws and these Terms and Conditions, Suppliers shall have the following obligations:

To comply with the commercial terms established at the Vendor Central and in the Purchase Orders.
To comply with the terms and conditions of the commercial agreements entered into with Mercado Libre through the different functionalities provided by the Vendor Central, implying that the use of these electronic means is a valid act of will that may be accredited before whoever may be applicable.
To accurately and adequately provide to Mercado Libre 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, guaranteeing to purchasing users the proper satisfaction of the Products’ warranty (hereinafter, “Warranty”) and technical service (hereinafter, “Technical Service”).
To inform whether the Products are covered by a voluntary warranty in addition to the one established by law (hereinafter, the “Voluntary Warranty”). In such cases, the Supplier shall attach to each Product the terms and conditions applicable to the Voluntary Warranty in order to adequately inform the Final Consumer about them.
To keep their account information, as well as the related username and password, confidential.
To assume exclusive responsibility for carrying out all procedures required before tax and customs authorities to obtain the nationalization of the Products acquired through the Purchase Orders. Consequently, the Supplier must pay all Customs Duties and Tariff Charges involved in this nationalization process and provide, along with the Products, the corresponding supporting document, such as but not limited to, the import declaration.

4. Price and Payment Terms

Mercado Libre shall pay the Suppliers the amounts set forth in the Purchase Orders, based on the Product quantities ordered by Mercado Libre and the Products actually delivered by the Suppliers (hereinafter, “Price”).

The payment of the Price will be made by Mercado Libre within the timeframe established in the corresponding purchase order, provided that the conditions for payment have been met.

5. Product Delivery

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

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

Until delivery thereof of the Products at the Distribution Center, all title and any risks related to the Products, including transportation, shall remain with and be assumed by the Suppliers. Payment of the Price shall not entail an assumption of any liability whatsoever by Mercado Libre prior to actual delivery of the Products at the Distribution Center.

The Suppliers will be the sole responsible parties for the transportation of the Products to the Distribution Center, which includes the payment for this service, as well as the preservation and custody of the documents related to such transportation, with Mercado Libre assuming no responsibility in this regard.

The Suppliers 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.

6. Quality Check

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

Any email from Mercado Libre and/or document executed by Mercado Libre acknowledging receipt of the Products shall not constitute nor may be interpreted as an acceptance of the Products.

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

Put the invoice payment on hold, and the Seller shall issue a credit note for the relevant amount, which shall be sent to Mercado Libre.
Return the Products to the Suppliers, at the Suppliers’ cost, expense and risk.
Cancel the Purchase Order without any penalty or liability.
Pay only for the Products actually received at the Distribution Center, which shall be evidenced by the Suppliers by issuing a new invoice.
Dispose of them at its sole discretion, being able to, without any limitation, destroy, donate, and/or resell said Products.

In the event that the Suppliers should fail to deliver the Products or make partial delivery thereof, delivery or full delivery shall be completed within 5 consecutive days following the date of notice thereof from Mercado Libre.

The deadline mentioned in this clause doesn't apply to defects in the Products that can’t be reasonably verified at the time of their receipt by Mercado Libre. In this case, the Supplier will be solely responsible for replacing the defective Product or covering the return costs, as applicable.

7. Intellectual Property

The Suppliers authorize Mercado Libre, its related companies, suppliers, and users to use, reproduce, and display the intellectual property related to the Products, including trademarks, slogans, logos, fonts, designs, drawings, look and feel, and any other sign that identifies the Products (hereinafter referred to as "the Brands"), as well as the Material that the Suppliers share with Mercado Libre (as this term is defined below), to offer, communicate, and advertise the sale of the Products in mass and non-mass communication media, whether owned or third-party, such as the Website, Mercado Libre apps, social media, and third-party websites.

This authorization includes the creation of Catalog listings, email marketing, institutional campaigns, landing pages, Mercado Libre Videos, or whatever replaces them in the future, among others.

The Suppliers will make available to Mercado Libre the advertising material, including product photos, collections, advertising and product demonstration videos, as well as any other photographic and audiovisual material they have produced to offer, communicate, and advertise the Products (hereinafter, the “Materials”), for the purposes indicated above, in high resolution and in a format to be agreed upon by the Parties.

The Suppliers declare that they possess all the necessary rights and authorizations to grant this authorization regarding the Brands and the Material in favor of Mercado Libre, its related companies, suppliers, and users, free of charge, non-exclusive, international, and irrevocable, and guarantee that these don’t infringe on third-party rights (including trademark rights, copyright, patents, industrial design rights, industrial models, utility models, trade secrets, know-how, image rights, musical rights, and rights of collective management entities, among others). The Suppliers also guarantee that the Materials comply with all legal requirements and current best practices in advertising and marketing.

On the other hand, the Suppliers authorize Mercado Libre, its related companies, suppliers, and users to produce their own advertising material to offer, communicate, and advertise the Products, using and adapting the Brands and Materials for this purpose. They also authorize the inclusion of third-party Products or intellectual property in such material. All of the above is solely for the purpose of fulfilling the provisions set forth in these Terms and Conditions.

Providers are obligated to continuously and freely provide Mercado Libre with updated information regarding the Products and Materials, including, if available, digital images of the Products, advertising and demonstration videos of the Products, collections related to the Products, and descriptions of the same, as well as any information or warnings regarding the Products that applicable law requires to be disclosed in any sale or advertising of the Products (the “Product Information”). The aforementioned material may also be used by Mercado Libre, its related companies, suppliers, and users in the manner indicated in this clause.

8. Sale of the Products on the Website

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 or involvement from the Suppliers. Without limitation, Mercado Libre may, at its sole discretion and without any restriction:

Carry out advertising and promotional actions in mass and non-mass media.
Set the selling price of the Products on the Website.
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 Website.
Define rotation and/or destruction policies for the Products.
Perform internal studies on the interests, behavior, and demographics of the Products’ buyers in order 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

Without prejudice to what’s established in Point 6, Mercado Libre may return to the Suppliers those Products that have presented a high percentage of complaints related to the condition and/or state of the Product by the Buyers on the Website.

In such cases, Mercado Libre will notify the Suppliers at least 10 business days in advance by email, and the Supplier must schedule the pickup of the Products.

The Supplier will have a maximum period of 30 calendar days to carry out the pickup at the Distribution Center that Mercado Libre will indicate in each case. The pickup and transportation will be at the Supplier's expense.

Furthermore, the Supplier agrees to acknowledge the total value of said Products for an amount equivalent to their acquisition value or for the value that the Parties agree upon.

10. Collaborators Accounts

Each Supplier registered in Vendor Central has their own administrator account (for the purposes hereinafter, the “Administrator”). The Administrator may invite others - such as employees, co-owners, or contractors - to create a collaborator account under separate usernames and passwords (the “Collaborator”). By creating a collaborator account in the Vendor Central, the Collaborator agrees to these Terms and Conditions; otherwise, the Collaborator must refrain from using the Vendor Central.

The Administrator may assign certain permissions to each of their Collaborators to carry out different activities, such as offering product to Mercado Libre, managing inventory, accepting purchase orders, and entering into various commercial agreements, among others.

Similarly, the Administrator can create divisions in their account to tailor their offering according to the needs of their operation, whether to separate business verticals or to operate with different branches. The Administrator can assign Collaborators to the specific operation of each division. The Collaborator will only have access to the information and notifications that correspond to the specific division assigned by the Administrator.

The Administrator states and guarantees that their obligations and those assumed by the Collaborators under these Terms and Conditions are joint and several. The Administrator will be responsible for all activities carried out by the Collaborators in the Vendor Central. Any infringement by the Collaborators of these Terms and Conditions will be considered an infringement by their Administrator, and vice versa.

Both 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 collaborator accounts, and/or terminate collaboration accounts at its sole discretion.

11. Indemnity

The Suppliers shall defend, indemnify and hold Mercado Libre, its related companies and their respective directors, managers, officials, representatives, agents and employees harmless against any damage, cost, loss, liability, expense (including, without limitation, attorneys’ fees, experts’ fees, and court and judicial costs) (hereinafter, “Indemnity”) resulting from court, legal and/or private complaints arising from and/or in connection with any third party claim relating to:

Personal injury, material damage or losses resulting from Product defects or Product use.
The Products’ recall from the market due to any sort of problem, inconvenience with or defect in the Products.
Any infringement of current laws and good practices, as well as the intellectual and industrial property rights that third parties have over the Products, Brands, and/or Materials.
The falsehood or inaccuracy of the statements made by the Supplier in the Terms and Conditions and in the Vendor Central.
The activities, obligations assumed, or infringements caused by their Collaborators and/or by third parties subcontracted by them for the execution of their obligations in accordance with these Terms and Conditions, including the carriers that the Suppliers may contract to deliver the Products to the Distribution Center.
Any complaint by 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 judicial, extrajudicial and/or private labor complaint 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 Supplier.

Mercado Libre will inform the Supplier of any complaint it becomes aware of, and it may maintain exclusive direction and strategy for extrajudicial and judicial defense regarding the complaints it may receive.

12. Infringement of the Terms and Conditions. Sanctions

Without prejudice to any other applicable measures, Mercado Libre reserves its rights to warn, suspend or shut down the Supplier’s account and terminate the relationship under these Terms and Conditions, at its sole discretion and without prior notice, in the following cases:

Infringement by the Supplier of the current legislation, the Terms and Conditions, and other policies of Mercado Libre.
The Supplier’s engagement, in Mercado Libre’s opinion, in intentional or fraudulent misconduct or actions.
The Supplier’s identity cannot be verified, or any information provided by the Supplier is incorrect or inaccurate.
Mercado Libre understands that the listings or other actions of the Supplier may be grounds for liability or may be likely to cause damage and/or directly or indirectly compromise the image and/or reputation of Mercado Libre.

In any case, the Suppliers must fulfill all pending obligations arising from the Purchase Orders they have accepted.

13. Additional Obligations

In the case of Suppliers with a significant presence in the local market and/or who are holders or licensees of nationally and/or internationally recognized brands, Mercado Libre will periodically review the Product offerings of these Suppliers on the Website to ensure that Buyers are receiving an excellent shopping experience, with a wide range of quality products at competitive prices.

If Mercado Libre identifies that these Suppliers have a poor shopping experience on the Website, a very limited Product offering, and/or prices that aren’t sufficiently competitive compared to other comparable sales channels by type or product category (for example, their own websites, social media, physical stores, and other online platforms), to safeguard the experience of buyers and the success of the Website in democratizing commerce, the Suppliers acknowledge and accept that Mercado Libre may address that gap in offering and pricing through its own sales force.

For this reason, if it's verified that the offering conditions of these Suppliers aren’t competitive, Mercado Libre may urge the Suppliers to offer through this Vendor Central commercial conditions to remedy this deficiency. If the Suppliers don’t accept this possibility and their offering within the Website and the Vendor Central continues to be deficient in any of the parameters already indicated, Mercado Libre may cancel the Supplier's account, with prior notice and orderly closure of the same.

Additionally, Mercado Libre reserves the right to review the activity that the Supplier had within the Website and to nullify, among other measures, the use of functionalities that are intended to exclusively highlight those Suppliers who offer the best shopping experience to users (for example, Official Stores, Brand Stores, and other services offered by Mercado Libre).

14. Termination

Mercado Libre and the Suppliers may terminate their relationship under these Terms and Conditions through written notice 30 consecutive days prior to the actual termination date.

Without prejudice to such termination, Mercado Libre and the Suppliers shall fulfill all obligations outstanding under any issued and accepted Purchase Orders.

15. Confidentiality

The Suppliers 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 Suppliers 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 lists, (vii) flow charts, guidelines and documentation, (viii) all production methods, processes, technology and trade secrets, and (ix) any other similar and related information, in whatever form.

Moreover, the Suppliers 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. Scope

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

Mercado Libre and the Suppliers 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 its publication. Any Supplier 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 Colombian Republic.
Any and all conflicts which may arise between Mercado Libre and the Suppliers shall be submitted to the ordinary jurisdiction of Bogotá, Colombia, and the parties hereby waive any other appropriate court or jurisdiction.

19. Anti-corruption clause

The Parties agree to comply with the Foreign Corrupt Practices Act (FCPA) of the United States and with any other local regulations regarding ethics, anti-bribery, and anti-corruption applicable in the jurisdictions where business is conducted.

[The third party] will not make any payment or carry out any act under this Agreement if they reasonably believe that such payment or act could infringe anti-corruption laws. [The third party] must not, directly or indirectly, pay, give, offer, promise, or authorize payment of money or anything of value for the benefit of any person, including, but not limited to, a Public Official, with the intent to influence that person's act or decision, cause that person to perform or omit an act in infringement of their legal duties, or influence the act or decision of another person or entity to obtain or retain business, or gain an unfair advantage about this Agreement.

Likewise, [The third party] acknowledges that they have read and understood Mercado Libre's Code of Ethics, available at https://investor.mercadolibre.com/#corporate-governance, and commits to comply with the requirements set forth in the document while conducting activities related to this Agreement.