Seller Terms - Abe's Market

Terms and Conditions Relating to Sellers

The following Terms and Conditions shall apply to Sellers ("Sellers' Terms and Conditions"), in addition to the other terms and services set forth in the Terms of Use documents.

By using (browsing or registering to sell products on) abesmarket.com (the "Site"), you agree to comply with and be bound by these Terms and Conditions Relating to Sellers, in additions to the other Abe's Market Terms of Use. Any capitalized term used, but not defined herein, shall have the meaning set forth in the Terms of Use. "We" refers to Abe's Market, Co., a Delaware corporation, the owner of Abesmarket.com (the "Site"). "You" refers to a seller offering products for sale on the Site ("Seller").

1. Sale of Products.

1.1. Pricing. Products are offered by Sellers for sale at a fixed price. Sellers will determine the purchase price for each of their products offered for sale on the Site and via the Seller's Product Page. Sellers are obligated to sell the products at the listed price to Buyers who meet the Seller's terms. Seller must notify Abe's Market (as part of the sign-up process) if Seller's products are subject to sales taxes in Seller's state.

1.2. Shipping.

1.2.1. Shipping Costs.

1.2.1.1. Shipping costs shall be determined by Abe's Market.

1.2.1.2. Shipping costs shall be borne by the Buyer and Abe's Market, in the manner and ratio determined by Abe's Market, in its sole discretion. Abe's Market might ask Sellers, in advance, to participate in general shipping costs or in discount shipping for specific promotions.

1.2.2. Delivery.

1.2.2.1. Sellers shall use a pre-assigned UPS shipping account number, provided by Abe's Market to the Sellers, or such other account number or delivery company to be provided by Abe's Market.

2. Seller's Obligations with respect to Listing Products.

2.1. Sellers Warranties. By listing a product for sale, you (the Seller) represent and warrant, and undertake (where applicable) that:

Seller Information

2.1.1. the description of the Seller (on the Site and as provided by you in the Seller sign-up process) is accurate, current and complete and is not misleading or otherwise deceptive;

Product Information

2.1.2. you are the true owner of the product(s) or are properly authorized to sell the product(s) by the true owner and are able to transfer good title to the product(s) free from any third party claims, liens or encumbrances;

2.1.3. the description of the product(s) (including any photos or videos) provided to Abe's Market and appearing on your Seller's Product Page is accurate, current and complete and is not misleading or otherwise deceptive;

2.1.4. the product(s) to be sold does not fall within the description of any of the prohibited items set forth in Section 3 below

2.1.5. the product(s) will fully comply with our policies, including Abe's Market "What is Natural" product criteria regarding what products may and may not be sold on Abe's Market;

2.1.6. you will advise the Buyers, on your Seller's Product Page, of any age or other restrictions that apply to the sale of any products that you sell.

Sale of Products

2.1.7. the purchase price and each other term of sale offered on the Seller's Product Page are, and shall at all times be (a) at least as favorable to consumers as the terms of sale upon which the Seller or any of its affiliates offers or sells such products through its, or any of their respective, online sales channels other than the Site, after taking into consideration all discounts, sales, rebates and other promotional offers, and (b) not greater than the manufacturer's suggested retail price, if applicable;

2.1.8. you will sell the actual product you listed, and as photographed. No substitutions or changes shall be made for the ordered product without the prior consent of the Buyer;

2.1.9. you will be responsible for paying sales tax, if applicable; (Abe’s may collect sales tax and pass that amount to you but you will need to submit it to the proper tax authority)

Responsibility to Buyers, Guarantee of Products

2.1.10. you will address and interact directly with the Buyer when the Buyer has questions or problems with a product;

2.1.11. you will be responsible for faulty products;

2.1.12. you will guarantee all of the products offered by you on Abe's Market. If a Buyer is not satisfied with a product, you will enable and grant a refund for the product and you will allow Abe's Market to (following notification from Abe's Market) debit your ACH (Automated Clearing House) account for the amount previously credited to you (via ACH) by Abe's Market for such returned product;

Shipping of Products

2.1.13. you will ship multiple products in one box, in the event that a Buyer purchases multiple products. Abe's Markets requests that each Seller be able to ship 5 products per box and that Sellers ship an entire order once all the products are ready (instead of shipping multiple boxes for one order);

2.1.14. you will use Abe's Market’s UPS account, or such other account as Abe's Market may direct you to use, to ship product(s) purchased via Abe's Market;

2.1.15. you will use Abe's Market’s UPS account only for transactions made through Abe’s Market;

2.1.16. you will ship the ordered product(s) within the time frame committed to by the Seller upon signing-up for the Abe's Market service;

2.1.17. you will ship the ordered product(s) in a timely fashion to enable delivery to the Buyer within the time frame selected by the Buyer in the shopping process;

Notifications

2.1.18. you will notify the Buyer via the Seller's Product Page, if a product will not be available for delivery within the time frame selected by the Buyer;

2.1.19. you will notify Abe's Market at least seven (7) days in advance, if you would like to remove any or all of your products from the Site;

2.1.20. you will notify Buyers via your Seller's Product Page (a) if a product will not be available for delivery within the time frame selected by the Buyer and (b) if the product is out of stock;

Remaining of Abe's Market Site

2.1.21. you will not lead Buyers off of the Site to complete transactions. This includes not including links in emails, chat or phone correspondence with Buyers;

Commission

2.1.22. you will grant Abe's Market a commission of thirty percent (30%) of the listed price for each product sold;

Privacy

2.1.23. you will not use any personal information of a Buyer or any third party, except for the express purposes of delivering the product(s) ordered by such Buyer or third party.

3. Prohibited Items. The following products may not be listed on the Site by Sellers nor be purchased by Buyers:

3.1. Offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;

3.2. Obscene material including pornographic material;

3.3. Live animals;

3.4. Intoxicating liquor and tobacco (except where the Seller is properly licensed under applicable law) and home-made alcoholic beverages;

3.5. Firearms and ammunition;

3.6. Stolen goods;

3.7. Advertisements;

3.8. Items that infringe another party's copyright, patent, trademark, trade secret, design right, database right, or other intellectual property or other proprietary right;

3.9. Illegal or prescription drugs;

3.10. Items whose sale, distribution or offering for sale is prohibited by any applicable law (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination or false advertising);

3.11. Items whose sale is subject to export restrictions;

3.12. Offensive weapons, poisons and dangerous substances (as defined by the applicable law or laws);

3.13. Items that do not adhere to Abe's Market's “What is Natural” product criteria.

Abe's Market makes no representations that items not appearing on the prohibited items list above may be sold or distributed or offered for sale under applicable law.

4. Compliance with Applicable Law.
You further warrant that the sale or distribution of any product is not in breach of applicable law. This responsibility includes, but is not limited to, ensuring that any product sold is (a) safe, (b)appropriately packaged and labeled, and (c)otherwise complies with all applicable law regarding its sale.

5. Seller's Commission.

5.1. Upon completion of a sale to a Buyer, including the receipt of payment by Abe's Market from the Buyer, and the shipping of the product by the Seller to the Buyer, Abe's Market shall credit the Seller's ACH account in an amount equal to seventy percent (70%) of the list price for such product as advertised on Abe's Market.

5.2. By listing a product for sale on Abe's Market, you authorize Abe's Market to credit your ACH account, in order to pay you commission due, or to debit your ACH account, if necessary as a result of a returned or non-shipped product, or for such other reasons as deemed necessary and appropriate by Abe's Market in accordance with the Terms of Service.

6. Right of Recovery. Abe's Market retains the right to seek reimbursement from the Seller if, in its sole discretion, Abe's Market decides to reimburse a Buyer under the terms of the Terms of Use or if Abe's Market otherwise compensates a Buyer. Abe's Market may obtain such reimbursement by deducting from future payments owed to the Seller, debiting the Seller's ACH account, or seeking such reimbursement from the Seller by any other lawful means.

7. Seller Account. In order to sell products on Abe's Market, you must apply for, and be granted, a Seller's Account.

7.1. The Seller Account is available only to individuals, businesses and others who meet the terms of eligibility, and whose applications are acceptable to Abe's Market.

7.2. Abe's Market shall collect payment from Buyers.

7.3. Abe's Market is not the purchaser of the Seller's products.

7.4. The Seller will resolve any dispute directly with the Buyer. If a Seller is unable to satisfactorily resolve a dispute, it shall contact an Abe's Market representative for assistance.

7.5. Sellers must provide Abe's Market with true and accurate information when registering and must maintain and update that information as applicable.

7.6. Each Seller authorizes Abe's Market to use any information provided in registering to verify his, her or its information (including any updated information), to obtain credit reports about the Seller from time to time while the Seller is registered with Abe's Market. Each Seller authorizes Abe's Market to use the Seller's Federal ID number (EIN or SS) to verify the Seller's identity and details.

8. Payments.

8.1. Abe's Market will initiate a transfer to the Seller's ACH Account on Thursday afternoon following the shipment of a product on the previous Monday or Tuesday. Shipments made on a Wednesday, Thursday or Friday will be credited the following Thursday.

8.2. As a security measure, Abe's Market may, but is not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. Abe's Market will not be liable to any Seller: (i) if Abe's Market does not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason or (ii) if Abe's Market permits a Buyer to withdraw from a transaction.

8.3. If we reasonably conclude, based on information available to us, that Seller's actions and/or performance in connection with the Site may result in a significant number of Buyer disputes, charge-backs or other claims, we reserve the right to delay initiating the transfer of payment to a Seller's ACH Account for the shorter of either (i) 30 days following the initial date of suspension, or (ii) completion of an investigation regarding Buyer disputes, charge-backs or other claims.

8.4. We reserve the right to delay crediting the Seller's ACH account pending an investigation if we, in our sole discretion, believe the Buyer or the Seller may have breached the Terms of Use. Notwithstanding any other provision of these Sellers' Terms and Conditions, if we determine, in our sole discretion, that the Seller has breached any of these Sellers' Terms and Conditions, we may refuse to transfer any payment to the Seller and may instead maintain such amount in a trust account or may return such amount to the Buyer. We will not be liable to the Seller if we act in accordance with the provisions of this Section.

8.5. We may refuse service to anyone for any reason.

8.6. All notices to Sellers and Buyers will be sent by e-mail or will be posted on the Site. We will send notices to the Seller at the e-mail address maintained in Abe's Markets records for the Seller, which the Seller can update using their Seller Account. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient.

8.7. The Seller may terminate its participation at any time by giving seven (7) days' advance notice to us in writing, and we may terminate the Seller's participation in the Service at any time by giving notice to the Seller in writing. Upon termination, any pending transactions will be cancelled.

9. Content.

9.1. You are solely responsible for your conduct and activities on and regarding Abe's Market and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on Abe's Market.

9.2. Restricted Activities. Your Content and your use of the Site and the Services shall not:

9.2.1. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including our staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

9.2.2. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

9.2.3. Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Abe's Market;

9.2.4. Appear to create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.

9.3. Re-Posting Content. By posting Content on Abe's Market, it is possible for an outside website or a third party to re-post that Content. You agree to hold Abe's Market harmless for any dispute concerning this use.

10. License.

10.1. Abe's Market does not claim ownership rights in your Content. You grant Abe's Market a license solely to enable Abe's Market to use any information or Content you supply Abe's Market with, so that Abe's Market is not violating any rights you might have in that Content.

10.2. You grant Abe's Market a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content.

10.3. You agree to allow Abe's Market to store or re-format your Content on Abe's Market and display your Content on Abe's Market in any way as Abe's Market chooses.

11. Personal Information. As part of a transaction, you may obtain personal information, including email address and shipping information, from Abe's Market Buyers and/or users. Without obtaining prior permission from the user and from Abe's Market, this personal information shall only be used for that transaction or for Abe's Market-related communications. Abe's Market has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user and from Abe's Market, you are not licensed to add any Abe's Market user to your email or physical mail list.

12. Changes to Sellers' Terms and Conditions.

12.1. Abe's Market reserves the right to change any of the Sellers' Terms and Conditions contained herein at any time and in its sole discretion. Changes to the Sellers' Terms and Conditions may be posted without notice to you.

12.2. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to the Sellers' Terms and Conditions will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes.

12.3. Your continued use of our Site and Services following Abe’s Market's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to these terms, do not continue to use the Services or this Site.

12.4. If the change to the Sellers' Terms and Conditions is a change that affects the payments to the Seller, then Abe's Market will notify you via email to the email address in your account, at least fourteen (14) days in advance.

13. No Agency. You and Abe's Market are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by use of the Site, the Services or by the Terms of Use or Sellers' Terms and Conditions.

14. Severability. If any provision of these Sellers' Terms and Conditions is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from these Sellers' Terms and Conditions and the remainder of the Sellers' Terms and Conditions shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event these Sellers' Terms and Conditions shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.