Suplery Inc. Brand terms of service
Agreement to Brand terms
Welcome to Suplery!
Thank you for choosing to join Suplery as a seller.
Throughout Suplery Inc. Brand Terms of Service ("Brand terms"), the terms“Company”, “Suplery”, “we”, “our”, “us” refers to Suplery Inc. incorporated in State of Delaware. The terms “Customer”, “you”, “your” refers to the person or company, organization, or entity agreeing to Brand terms. These Brand terms create a legally binding contract between you and Suplery and set forth the conditions under which you can sell products via a Brand account. These Brand terms are ancillary to and must be considered in conjunction with the Suplery Inc. Terms of Service ("General terms"). In case of any discrepancy or inconsistency between these Brand terms and the General terms, the provisions of the Brand terms shall take precedence.
These Brand terms include and reference multiple Suplery policies and rules. These policies and rules are hereby integrated into these Brand terms and should be considered as part of them.
Any capitalized and/or bold terms that are used in these Brand terms but are undefined, will be assumed to have the meanings given to them in the General terms. In these Brand terms, the phrase "access to the Platform" or similar language is to be understood as "access to the Platform on behalf of a Supplier."
By accessing or using the Platform, you confirm that you have read, understood, and agreed to be legally bound by these Brand terms on behalf of yourself and any company, organization, or entity you represent. IF YOU DO NOT AGREE TO THESE BRAND TERMS OR GENERAL TERMS IN THEIR ENTIRETY, YOU ARE HEREBY EXPRESSLY FORBIDDEN FROM ACCESSING OR USING THE PLATFORM, AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Modification of Brand terms
We reserve the right, in our sole discretion, to make changes or modifications to these Brand terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of the Brand terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Brand terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Brand terms by your continued use of the Platform after the date of such revised Brand terms. IF THE MODIFIED BRAND TERMS ARE NOT ACCEPTABLE TO YOU, YOU MUST DISCONTINUE USING THE PLATFORM IMMEDIATELY.
Supplier categories and definitions
This Platform caters to diverse types of Suppliers, each carrying distinct roles and responsibilities. Herein, the term "Supplier" refers to the Business that has or is willing to obtain access to a Brand account on the Platform. The following are the specific Supplier categories:
Brand: A Brand is a Supplier engaged in the creation, manufacture, or production of professional cosmetics products. To be granted selling rights on the Platform, the Brand must provide valid proof of its rights to the brand name and the associated products.
Brand representative: A Brand representative is a Supplier who operates under the guidance of the Brand, carrying out responsibilities such as listing, pricing, selling products, and customer interaction on the Platform.
Distributor: A Distributor is a Supplier entrusted with distribution rights by the Brand or Brand representative, facilitating the availability of professional cosmetics products on the Platform.
Brand representatives and Distributors must secure the explicit written consent from the applicable third-party brand prior to conducting business on the Platform. This consent must include comprehensive brand details such as the brand name, products authorized for sale, and relevant contact information. All such details are mandatory for Suplery's legal compliance and quality assurance processes.
As a Brand representative or Distributor, you acknowledge and agree that a third-party brand retains the right to directly list its products on the Platform. Should the third-party brand choose to exercise this right, it may lead to the removal of the relevant products from your listing in accordance with the brand's decision.
The right to sell through the Platform
You are granted the right to present your Marketplace offerings and make sales via the Platform, provided that you satisfy all of the following conditions:
Legal Compliance: You possess the legal right to sell products in the United States and have obtained all necessary licenses, permits, certificates, etc. required by applicable laws and regulations.
Product Rights: You possess the legal right to sell the listed products. This includes, but is not limited to, obtaining requisite permissions for reselling products not originally manufactured by you.
Active Account: You have a verified Brand account on the Platform.
Platform Rules: You adhere to all policies, rules, and terms as stipulated by Suplery.
Failure to satisfy any of these requirements mandates an immediate halt of your product listing and sales activities on the Platform. You are obligated to notify Suplery of any such non-compliance. You hereby accept full responsibility for any violation of these requirements and agree to compensate for any resulting losses incurred by either Suplery or any third-party user of the Platform.
Your clients on the Platform
The relationship between you, as a Supplier, and your clients on the Platform, can be initiated in one of two ways: either by a Client placing an order from you or through an invitation you extend to a potential client. This connection may be discontinued at any point by either party opting not to engage in further buy/sell interactions.
In order to clearly define the nature of these relationships, we differentiate between two types of clients:
Invited clients: These are Clients who have accepted an invitation extended by you within a period of 90 days from the invitation's issuance.
Platform clients: These include all other Clients placing orders through the Platform, excluding your Invited clients.
Please note that transaction fees may vary depending on the type of Client with whom the transaction is conducted.
Further specifics regarding the formation and termination of Client-Supplier relationships are governed by our Client assignment policy. We strongly recommend familiarizing yourself with this policy to ensure seamless and compliant transactions on the Platform.
Non-solicitation of clients
As a Supplier on the Platform, you acknowledge and agree to communicate solely with Platform clients through the Platform itself. You are strictly prohibited from sharing or receiving any contact details, addresses, personal information, or external links with these clients.
Explicit prohibition: You agree not to engage in any attempts to reach out to Platform clients through channels outside of the Platform. Any actions to invite these clients to transact outside the Platform or persuade them to cease using the Platform are expressly forbidden.
Confidentiality: You acknowledge that any client information obtained through the Platform is confidential and intended solely for the purpose of conducting transactions on the Platform. Misuse of this information can result in severe penalties.
Reporting obligations: You are obligated to report to Suplery any attempts by Platfrom clients to conduct transactions outside of the Platform immediately.
Non-compliance: Any violation of these terms can result in substantial penalties, up to 20% of your total sales on the Platfrom but no less than ten thousand dollars, and compensating Suplery for all losses incurred. This compensation can include lost profits, equivalent to up twice times the typical Suplery fee applicable to all purchases made by the Client outside of the Platform. The timeframe for considering such transactions extends up to 10 years from the Client's last purchase through the Platform.
You agree to these terms and acknowledge the necessity of such a clause to maintain the fairness, integrity, and viability of the Platform.
Your product catalog
The Platform features a built-in product catalog, an organized list of products accessible through the Platform. You may contribute to this catalog by adding your own products or requesting to edit products currently listed in the catalog. Editing is possible only if you are the sole seller or a Brand as defined in these Brand terms. Each product is listed on the Platform only once, and duplications are not permitted. It is your responsibility to notify Suplery promptly of any duplicate listings throughout your usage of the Platform.
Product listing: Unless otherwise agreed upon with Suplery, you are obligated to list your entire catalog on the Platform. Suplery reserves the right to accept or reject any product listing.
Product content: You are responsible for providing comprehensive and accurate information about every product in your catalog according to Content guidelines. This includes prompt updates about any changes made to a product, its packaging, size, properties, and attributes. You must ensure that all product information represented on the Platform is truthful and includes all essential details.
Product types: It is your responsibility to categorize your products into one of two types: professional products and home care products. By designating products as home care items, you authorize the Client to resell them.
Reporting obligations: You have a responsibility to report any inappropriate or misleading product listings you encounter on the Platform. This ensures the accuracy and integrity of the product catalog.
By adhering to these requirements, you help maintain a high-quality product catalog that serves all Users of the Platform effectively and efficiently.
Your representation on the Platform
You will be granted a dedicated company page on the Platform. This page will feature your company name, logo, description, and product listings. The information provided by you will be utilized by Suplery to design and populate your company page.
You hereby acknowledge and agree that you bear exclusive responsibility for all content that you disseminate through the Platform. Consequently, you affirm and ensure that: (i) you either hold sole and exclusive ownership of the content you disseminate via the Platform, or you possess the necessary rights, licenses, consents, and releases to permit Suplery the use of such content as outlined under these Brand terms and General terms, inclusive of all requisite rights, licenses, consents, and releases from pertinent third-party brands if you operate as a distributor; and (ii) neither the content nor your act of posting, uploading, publishing, submitting, or transmitting said content, or Suplery's or a Client's usage of the content (or any portion of it) via the Platform or social media platforms, will infringe upon, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, and will not contain inaccurate, deceptive, libelous, misleading, illegal, abusive, harassing or obscene material, or any computer virus or other malware that could potentially disrupt the operation of the Platform, nor result in the violation of any applicable law or regulation.
You commit not to employ a false name, brand, email address or phone number, impersonate any individual or entity, or otherwise mislead us or third parties as to the origin of any posts. You bear sole responsibility for the content you supply and its accuracy. Suplery neither assumes nor holds any liability, and you hereby absolve Suplery from any liability related to any content posted or made available by you, and you agree to indemnify Suplery.
Your rating on the Platform
Suplery may choose to assign and publish ratings to Suppliers on the Platform. These ratings are intended to provide additional information about Suppliers' performance and behavior to other Users and Businesses. It is crucial to understand that these ratings solely reflect the Platform's evaluation and do not represent any independent rating or assessment of any Supplier, product, or service outside of the Platform.
You acknowledge that the rating assigned to a Supplier could potentially impact the decision-making process of other Users or Businesses considering engaging with or placing orders from that Supplier.
You acknowledge and agree that Suplery holds the sole discretion in calculating these ratings and is under no obligation to disclose information regarding its calculation methodology.
You accept that your compliance with our terms, conditions, and performance standards may influence your rating. Non-compliance or violation of any of our terms may lead to a lower rating. Suplery retains the right to adjust or modify your rating based on your performance, User feedback, or compliance with our terms of service and policies.
By agreeing to these terms, you recognize that the rating system is an integral part of the Platform's functionality and serves to maintain high standards of service and user satisfaction.
Pricing
You acknowledge and affirm that your pricing on the Platform can not exceed the prices offered on your other sales channels accessible to US clients. This ensures fairness and parity across all your marketing outlets.
Pricing transparency: Prices listed for all products should be clear, unambiguous, and not misleading to customers.
Charges inclusive: All listed prices should include any applicable fees or additional charges unless expressly stated otherwise.
Discounts and promotions: Any discounts or promotional pricing should be clearly indicated and communicated, ensuring full understanding for customers.
Currency: All prices listed on the Platform should be in US dollars.
You further acknowledge and agree that Suplery may conduct audits of your product catalog's pricing and content. This includes reviewing publicly available information about your products and prices, interviewing your clients, and utilizing other data accessible to Suplery. If a discrepancy is discovered, Suplery may contact you and require specific actions to rectify the issue. Failure to address such discrepancies in a satisfactory and timely manner may result in the temporary suspension or permanent termination of your account.
Inventory
As a Supplier on the Platform, you agree to maintain an adequate inventory for all products listed as available. Furthermore, you commit to keeping your inventory numbers on the Platform current, ensuring that the listed availability of your products accurately reflects your actual stock levels.
Any changes to your inventory, including restocking or selling out of products, should be updated on the Platform promptly.
If certain items are subject to delays, are only available seasonally, or if production has been paused, this information should be clearly communicated in the product listing.
You agree to promptly mark any listings for products that are discontinued or no longer available for sale.
Failure to comply with these terms may result in Suplery taking action, up to and including temporary suspension or permanent termination of your account on the Platform.
Supplier interaction and response time
Your interaction with clients will occur through the Platform. To ensure superior service quality and seamless user experience, we require you to adhere to the established procedures and timelines as follows:
Platform Communication: Respond to all messages within 2 business days of receipt through the Platform's messaging system.
Order Processing: Confirm or cancel an order within 2 business days of receipt of the new order.
Order Fulfillment: Dispatch any approved order within 4 business days of its confirmation.
Return Inquiry: Accept or reject a return request within 2 business days of its receipt. In cases where a return request is denied, a valid reason must be provided.
Return Handling: Issue a full refund, partial refund, or reject the return via the Platform within 4 business days of receiving the returned product. If a partial refund is issued or the return is denied, a justified explanation must be provided.
Non-compliance with these stipulated requirements, a high cancellation frequency, or the lack of reasonable explanations for order cancellations or rejections may lead to a reduced rating on the Platform, suspension, or even permanent termination of your Supplier account.
Fees and payouts
Fees and commissions on the Platform are agreed upon mutually between you and Suplery. We levy three types of fees, applicable depending on the type of client and the order number:
Invited client fees: These are fees applied to orders made by Invited clients.
First order fees: These are fees applied to the first order made by a Platform client.
Subsequent order fees: These fees are applied to the second and all subsequent orders made by a Platform client.
Fees are calculated based on the dollar amount of the order total.
Authorization: You authorize Suplery to deduct its commissions, fees, and any other necessary payments, including but not limited to refunds to Clients, before making payouts to you.
Payout schedule: Payouts are conducted in accordance with the schedule set by our payment processor, Stripe, typically one-two business day following the day of payment. Payouts are executed by transferring the total payout amount into your designated bank account.
Fee changes: Any changes to our fees will be communicated to you in advance and will come into effect after a specified notice period.
Disputes: If you have any disputes concerning fees or payouts, you should contact Suplery directly and we will endeavor to resolve the issue promptly.
Insufficient funds: In circumstances where the amount paid by clients is insufficient to cover all due payments, you authorize Suplery to withdraw the remaining sum from subsequent orders. If incoming funds within the next 30 days are still inadequate to cover all the payments, you agree to compensate the difference directly to Suplery. This compensation will be in accordance with the invoice we provide and will be due within the timeframe specified in the invoice. Failure to comply with this requirement may result in additional fees, suspension or termination of your account, in addition to any other remedies available to Suplery under the law.
Non-Payment Consequences: Late payment or non-payment of fees may result in suspension or termination of your account, in addition to any other remedies available to Suplery under the law.
Packing and shipment
You acknowledge and agree to the following terms:
Drop-off point: You must provide a valid drop-off point address located within the United States. We currently do not support delivery outside of the U.S.
Fulfillment options: You can choose to pack and ship the products yourself or utilize the "Suplery fulfillment" option, which provides access to integrated fulfillment providers.
Self-pack and ship: If you choose to pack and ship orders yourself, you are responsible for ensuring that the packaging is appropriate and satisfies all requirements set by the selected delivery service. Upon packing, you must measure the package and provide us with the relevant details.
Selection of delivery provider: You can select your delivery provider from the list provided through the Platform interface. Once selected, you will receive a shipping label, which must be used for delivery. Please note, any changes to the delivery service, package size, or other related aspects are not permitted once the shipping label has been generated.
Drop-off: After preparing the order for delivery, you can drop it off at the selected delivery provider's office or schedule a pick-up through Suplery. If you choose to use the pick-up service provided by Suplery, the fees for this service will be billed according to our invoice.
Shipping costs: You have the option to use your own delivery service account, if the service is integrated with the Platfrom, or make payments for delivery via the Platform. If you choose the latter, the cost of delivery will be automatically deducted from the order total.
Title transfer and liability: The title to the products passes to the client as soon as you ship them. However, issues arising from inadequate packaging leading to damage or loss of the product, as well as missing items, will be your responsibility. You will be required to compensate for any such losses.
Hazardous materials
You are required to operate with full transparency and take responsibility for the nature of your products. This applies especially to products that fall under the category of hazardous materials.
If any product in your catalog is classified as a hazardous material, you must immediately disclose this information, provide us with Safety data sheets, and appropriately mark the product on the Platform. This applies to all products, without exception, and is essential for maintaining the safety and compliance of our platform and its users.
You acknowledge and agree to comply with all applicable federal, state, and local laws, regulations, and guidelines related to the handling, storage, transportation, sale, and disposal of hazardous materials. This includes, but is not limited to, requirements regarding the packaging, labeling, and shipping of such materials.
In the event of any violation of this provision, you agree to accept full responsibility and compensate for all losses, damages, penalties, and other costs arising from or related to the non-compliance. This includes losses suffered by us, any Users, or any third parties.
Furthermore, you agree to indemnify, defend, and hold harmless Suplery, its officers, directors, employees, and agents from and against all claims, demands, lawsuits, damages, losses, costs, or expenses arising out of any violation of these terms related to hazardous materials.
Returns
You acknowledge the Client's right to return products in accordance with our Return policy. You must comply with both local and federal laws and regulations regarding product returns.
When a customer initiates a return request, you may accept or refuse the request. Should the return involve the customer shipping the product back to you, you are allowed to fully accept, partially refuse, or completely refuse to issue a refund once you have received the returned product.
Any refusal, either partial or total, must be justified and adhere to the principle of fair compensation for returned items. It is your responsibility to clearly articulate the reasons for refusal through the Platform interface. All corresponding materials, including justifications for refusal and other related documents, should be stored for a minimum of 5 years following the final decision on the return. This is necessary for reference purposes in the event of potential disputes or audits.
Products warranty
Quality & compliance: All products listed for sale on the Platform comply with all applicable laws and regulations, are fit for their intended use, and meet the quality and safety standards as stipulated by applicable law. You are solely responsible for ensuring that all products meet the standards and expectations set forth in your product description.
Product description: All product descriptions, images, and other information provided to the Platform or otherwise made available to customers are complete, accurate, and not misleading. You shall be held accountable for any discrepancies between the actual product and its description, including its effects and results.
Indemnification: You agree to indemnify and hold harmless Suplery, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to a breach of any representation, warranty, or agreement made by you in these Brand terms or your violation of any law or the rights of any third party relating to your use of the Platform or the sale of your products.
No warranty by Suplery: You understand and agree that Suplery makes no warranties and bears no responsibility or liability for the quality, safety, or legality of the products you list on the Platform, the truth or accuracy of the product descriptions, or your ability to sell or ship any products.
Customer claims: In the event a customer makes a claim against Suplery relating to a product sold by you, you agree to assume full responsibility for handling and resolving the claim, including any related costs and reimbursements.
Liability insurance
You, as part of your obligations under these Brand terms, are expected to secure, at your own financial responsibility, comprehensive commercial general liability insurance. This insurance should also include broad-ranging product liability provisions, covering all products listed on the Platform. The coverage limit should align with industry standards, reflecting the norms for enterprises of similar size and operation.
Suplery, in its sole discretion, may at any time request that you provide evidence of such an insurance policy along with any other relevant supporting documents. Failure to comply may lead to actions as deemed necessary by Suplery, including but not limited to, suspension or termination of your account.
Supply chain transparency
Suplery is unwavering in its commitment to uphold business practices that are legal, ethical, and principled. As a supplier collaborating with us, we anticipate you to adopt and maintain these identical principles in your operations.
In line with The California Transparency in Supply Chains Act of 2010 (SB-657), we obligate you to disclose your efforts in eliminating slavery and human trafficking within your immediate supply chains. This requirement is not limited to Suppliers based in California but extends to all our Suppliers, irrespective of their geographical location.
While we do not conduct routine audits of our Suppliers, we reserve the right to carry out the auditing or enlist third-party verification services should we suspect any potential breach of these requirements on your part. If any potential violation relating to human rights is detected, we will engage with you promptly to address the issue and set forth expectations for its rectification. Persisting non-compliance that is not resolved within a reasonable timeframe may lead to a suspension of your access to the Platform.
Account termination
In the event that you fail to comply with any provision of these Brand terms, Suplery reserves the exclusive right, at its sole discretion and without prior notification, to suspend temporarily or permanently terminate your access to the Platform and/or terminate these Brand terms and/or the General Terms.
Suplery retains the authority to revoke your access to and use of the Platform, at any given time, with or without cause. If these Brand terms are terminated by Suplery due to a breach on your part, you will remain accountable for any and all outstanding amounts owed under these terms.
In instances where your account is suspended due to performance issues, you may appeal for re-activation by submitting a comprehensive action plan outlining how you intend to address and rectify the issues that led to the suspension of your account. If Suplery, at its sole discretion, approves of your action plan, you may be allowed to resume your selling activities through the Platform.
If you contest the validity of the suspension on your account, you are encouraged to contact Suplery and provide a detailed explanation as to why you believe the suspension to be unwarranted. Suplery will review your claim, however, the final decision regarding the status of your account rests solely with Suplery.