Tastermonial Sellers Terms & Conditions for Dropshipping
THE FOLLOWING TERMS AND CONDITIONS APPLY TO TRANSACTION(S) BETWEEN TASTERMONIAL, INC. ("TASTERMONIAL") AND SUPPLIER (“SUPPLIER” or “you”). THE SUPPLIER AGREES TO BE BOUND AND ACCEPTS THESE TERMS AND CONDITIONS FOR USE OF AND ACCESS TO THE TASTERMONIAL PLATFORM AND TASTERMONIAL SERVICES (THIS "AGREEMENT"), WHICH SHALL APPLY TO ALL TRANSACTIONS WITH TASTERMONIAL. BY REGISTERING FOR OR USING THE TASTERMONIAL SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY.
Except as otherwise agreed in writing signed by the Supplier and Tastermonial, this Agreement constitutes the entire agreement between Supplier and Tastermonial relating to the use of the Tastermonial services and platform, and supersede any prior agreements, written or oral, between Supplier and Tastermonial with respect to such use of the Tastermonial services.
Any terms or conditions contained in any document issued by the Supplier that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained in this Agreement shall be of no force and effect, and shall be deemed excluded from such Supplier document and waived by the Supplier. Supplier and Tastermonial expressly agree that Tastermonial may modify this Agreement from time to time, and such modifications shall be binding upon Supplier upon written notice to the Supplier.
PRICING AND PAYMENT
You agree that the Minimum Suggested Retail Price (“MSRP”) listed on the Tastermonial marketplace is consistent across all your sales channels (including your own ecommerce site). Our data shows this will maximize sales and visibility across the marketplace.
You further agree to pay Tastermonial a platform fee of 10% of the final sale price.
All transactions with customers are between Tastermonial and the customer. Customers will place orders using the Tastermonial checkout system and Tastermonial will collect all proceeds from such transactions on your behalf. You hereby authorize Tastermonial as your authorized agent to accept payment from customers for remittance to you for the products. Tastermonial will electronically transmit to you the order information that Tastermonial determines is necessary to fulfill each order (the “Transaction Information”). Tastermonial will send an automated email message to each customer confirming receipt of an Order.
Once Tastermonial has transmitted an order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping products and customer service. If you cannot fulfill the entire quantity of a purchase order (“PO”) line in an order, then you will cancel that PO line, fulfill all other lines in the order and promptly notify Tastermonial of such cancellation atbrands@tastermonial.com. If the order consists of one PO line that you cannot fulfill the entire quantity for, then you will cancel the entire order and promptly notify Tastermonial atbrands@tastermonial.com. If you initiate the cancellation of any order or PO line in any order, you will promptly provide customers with email notification of such cancellation in accordance with applicable Law (including, without limitation, the Federal Trade Commission (“FTC”) “Mail or Telephone Order Merchandise Rule”). You will include information requested by Tastermonial, including the order number, in the cancellation email sent to customers.
MINIMUM SHELF LIFE
Shelf stable products sold will have not less than 75 percent (allowing for rounding to whole months) of shelf life remaining at time of receipt by the customer. Refrigerated products sold will have not less than 15 percent of shelf life remaining (no less than 5 days) at time of receipt by the customer. Any direct delivery from a vendor to our customer, not having at least 75 percent shelf life remaining for shelf stable products or 15 percent shelf life remaining for refrigerated products, will normally be considered non-conforming and will be subject to returns.
PACKAGING & SHIPPING
You agree that no independent promotional materials that lead customers away from purchasing from the Tastermonial shop will be included in your packaging (e.g., coupons to buy directly from your site).
You further agree that you will honor the “Processing Time” and “Shipping Time” reflected on your Tastermonial profile. Tastermonial relies on this information to inform our customers so it must be accurate. You acknowledge that you are expected to ship products all year round. If for some reason you are unable to meet your delivery window, you agree that you will contact Tastermonial (brands@tastermonial.com) in advance.
You agree that you will include the correct return address on the shipping label on the package to the customer to inform the customer of where to return the item if necessary.
The Tastermonial Marketplace follows flat rate shipping on a per order basis. Suppliers therefore, can adjust their MSRP to account for shipping costs. Suppliers are responsible for shipping costs. Once the product has been shipped to a customer, Supplier is required to include the tracking number on Tastermonial under the record of the purchase order.
PRODUCT AVAILABILITY AND PROCESSING TIMES:
All products listed in your vendor’s portal must be available for dropshipping. If a product is unavailable for dropshipping, you must promptly indicate that the product is “out of stock” or remove the product from your portal.
You must indicate your processing times as well as delivery times on your portal. Please note that processing times + delivery times is the estimated time it takes to get an item to your customer.
All images for product listings must be original with no watermarks or text. You are encouraged to use images that are in high resolution and on white background.
You must always keep your product information up-to-date or promptly contact brands@tastermonial.com for support. Should you update the GTIN/UPC code, you must notify us within 2 days.
INTELLECTUAL PROPERTY
You represent and warrant that all relevant trademarks and copyrights in images and designs related to the products listed in your vendor’s portal belong to you and you hereby grant to Tastermonial a license to use, display and sub-license said trademarks and copyrights in the Tastermonial Marketplace. You further warrant that all content and media submitted through Tastermonial does not and will not infringe any third-party intellectual property rights or other proprietary rights.
RETURNS & RECALLS
You are expected to issue a replacement or a refund for any damaged or defective items as long as any claims are placed within the agreed upon 5 days of the item being received.
Tastermonial will have no responsibility or liability for any recalls of products sold through shop.tastermonial.com. You are solely responsible for any non-conformity or defect in, or any public or private recall of your products. You will promptly remove any recalled products from your vendor portal. You will notify Tastermonial by e-mail atbrands@tastermonial.comof all Product recalls within 24 hours of becoming aware of the recall and will promptly provide Tastermonial with all information reasonably requested regarding the recall, including a food safety plan that includes a recall plan.
REPRESENTATIONS
You hereby represent and warrant to Tastermonial that:
You are duly organized, validly existing and in good standing under the laws of the country and/or state in which your business is registered.
You have all requisite rights, power and authority to enter into this Agreement and perform your obligations hereunder.
You and any of your agents or contractors will comply with all applicable laws in your performance of your obligations hereunder.
You manufacture these products and own the inventory. This may include inventory which are managed, stored and shipped from a warehouse.
You own the copyrights to, or the right to enforce and license the copyrights to, any photographs of products used on the Tastermonial platform. You also own the rights to any trademarks used in connection with your products on the Tastermonial platform.
Your profile description honestly and accurately represents your brand.
Your product descriptions are detailed, honest and accurate and any claims made relating to the products are substantiated.
RESTRICTIONS
You agree and acknowledge that Suppliers are NOT permitted to sell certain products in the Tastermonial marketplace, including the following.
Pharmaceuticals
Drug paraphernalia
Cigarettes & Alcohol
Whether a product falls into one of these restricted categories will be decided in the sole discretion of Tastermonial.
You hereby acknowledge that Tastermonial will be periodically placing orders to make sure that you are indeed meeting the above standards regarding restricted items.
Tastermonial reserves the right and sole discretion to remove any listings that violate our policies, and may suspend or terminate your account for any violations.
INDEMNIFICATION
You agree to indemnify and defend Tastermonial and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against Tastermonial by any third party arising from your actual or alleged violation of this Agreement, the rights of a third party, or applicable law. Tastermonial reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to this indemnification provision. In any event, no settlement that affects the rights or obligations of Tastermonial may be made without Tastermonial’s prior written approval.
LIMITATION OF LIABILITY
TASTERMONIAL SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INDIRECT DAMAGES (INCLUDING FOR LOST PROFITS OR ANTICIPATED PROFITS, CUSTOMER REPUTATION, LOST INCOME OR REVENUE, OR COST OF SUBSTITUTE GOODS) REGARDLESS OF THE CLAIM OR CAUSE OF ACTION, WHETHER OR NOT TASTERMONIAL WAS AWARE OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SUPPLIER AGREES THAT IN NO EVENT SHALL TASTERMONIAL’S LIABILITY FOR ANY CLAIM WITH RESPECT TO ANY PURCHASE ORDER BE MORE THAN THE COST OF THE GOODS SUBJECT TO SUCH PURCHASE ORDER.
ASSIGNMENT
This Agreement may not be assigned by the Supplier without Tastermonial’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by the Supplier to assign this Agreement in breach of this paragraph shall be void and of no effect.
GOVERNING LAW
This Agreement is governed by California law without regard to its conflicts of law rules. Tastermonial and Supplier consent to exclusive jurisdiction in Santa Clara County, California in connection with all disputes related in any way to this Agreement and consent to service of process by nationally recognized overnight courier.
FORCE MAJEURE
Tastermonial shall not be liable for any failure or delay in delivery or in its performance under these terms and conditions due to any cause beyond Tastermonial’s reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of God, health crisis, fire, explosion, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, labor difficulties, supplier failures, unavailability of materials, or governmental acts.
