You acknowledge and agree that by registering for or using the Seller Portal and/or the TerraMART Marketplace Program, you, as a Seller, expressly agree to be bound by the following terms and conditions, as may be updated and amended by TerraMART Marketplace from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Seller as soon as the amendments have been published the Seller Portal and/or the TerraMART Site (as applicable). This Agreement contains the terms and conditions that govern the Seller’s access to, and use of, the Marketplace Program and is an agreement between the Seller and TerraMART Marketplace.
1.1. No provision shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or drafted such provision. The rule of interpretation that an agreement will be interpreted against the Party responsible for the drafting and any similar rules of interpretation shall not apply to this Agreement and the Parties waive any rights they have to rely on such rules.
1.2. Terms other than those defined within this Agreement will be given their plain English meaning, and those terms, acronyms, and phrases known in the information and communications technology industry shall be interpreted in accordance with their generally accepted meanings.
1.3. If any conflict exists between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.
1.4. When any number of days is prescribed in this Agreement, it shall be reckoned to exclude the larst and to include the last day.
1.5. Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date of signature hereof and as amended and/or re-enacted from time to time.
1.6. Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons, and vice versa.
2.1. Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
2.1.1. “Affliate” means a wholly owned subsidiary of TerraMART Marketplace and/or TerraMART;
2.1.2. “Claim” or “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;
2.1.3. “Confdential Information” means all information communicated by a disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation:
18.104.22.168. the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto);
22.214.171.124. all trade secrets;
126.96.36.199. existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto;
188.8.131.52. Transaction Information, all Payment Card Data and all Tax Codes of TerraMART Marketplace.
2.1.4. “Content” shall mean all information, content and images, including without limitation, the product information, (i) provided or made available by Seller or its aliates to TerraMART Marketplace or its Affliates or Service Providers for use in connection with the Marketplace Program and (ii) otherwise
made available by Seller or its affliates to customers on the TerraMART Site (e.g., through Seller’s hosting of such information, content or images);
2.1.5. “Customer” means a customer purchasing products through the TerraMART Site;
2.1.6. “Eective Date” means the date of acceptance of this Agreement;
2.1.7. “Excluded Offers” means private promotions offered only to all or a subset of Seller’s existing customers by e-mail or regular mail, and Public Promotions that a seller has indicated in writing that it cannot support and an equivalent offer or promotion cannot be provided.
2.1.8. “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights
of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
2.1.9. “Law” shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction, including without limitation the Consumer Protection Act 68 of 2008 and relevant South
African National Regulatory of Compulsory Specifications requirements;
2.1.10. “Losses” shall mean any and all damages (including, without limitation, direct, consequential, economic, exemplary, future, incidental, indirect, noneconomic, past, special and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs (whether or not suit is brought);
2.1.11. “TerraMART Marketplace” means Gunshaw Global Investments (Pty) Ltd, registration number 2013/217346/07, a private company duly registered in accordance with the Laws of South Africa, and shall include its Affiliates;
2.1.12. “TerraMART” means Gunshaw Global Investments (Pty) Ltd t/a TerraMART SA, registration number 2013/217346/07, a private company duly registered in accordance with the Laws of South Africa, and shall include its Affiliates;
2.1.13. “TerraMART Peace of Mind Policy” means TerraMART’s then current peace of mind policy which sets out TerraMART’s standard customer satisfaction and returns policy which is available on the TerraMART Site, and as may be updated and amended from time to time at the sole discretion of TerraMART.
2.1.14. “TerraMART Site” means www.Terra-MART.com and applicable applications;
2.1.15. “Marketplace Program” means the TerraMART Marketplace program;
2.1.17. “On-Time Shipping Standard” means the time specified for each order to be processed and delivered;
2.1.18. “Orders” means orders placed by a customer through the TerraMART Site for the purchase of products;
2.1.19. “Party” or “Parties” means, individually, TerraMART Marketplace or the Seller as the context requires and, together, TerraMART Marketplace or the Seller;
2.1.20. “Payment” shall mean a the successful transmission of Credit funds through Tellus-Pay used for financial transactions;
2.1.21. “Payment Data” means any information associated with your Tellus-Pay account, including and not limited to your name, surname, email address and Tellus-Pay ID.
2.1.22. “PII” means any information that can be used to identify an individual and/or information that constitutes personal identifiable information.
2.1.23. “Products” means the products that the Seller desires to sell on the TerraMART Site, and approved by TerraMART Marketplace, and as reflected on the Seller Portal;
2.1.24. “Product Information” means the product information that TerraMART Marketplace requires;
2.1.25. “Public Promotions” means any public promotions generally available to all users of the Seller Site;
2.1.26. “Referral Fee” means the commission that TerraMART will retain from each sale of the Seller’s Products made through the Marko Site;
2.1.27. “Referral Fee Percentage” means the commission, calculated as a percentage of Sales Proceeds excluding VAT; Referral Fee Percentages vary depending on the assigned product category;
2.1.28. “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and excluding shipping;
2.1.29. “Seller” means third party vendors, distributors, wholesalers, retailers and any other incorporated company wanting to sell approved product through the TerraMART site, and who have registered on the Seller Portal and have agreed to the terms of this Agreement;
2.1.30. “Seller Customer Information” shall mean customer information in Seller’s possession that was not received from TerraMART Marketplace as Transaction Information or in any other manner and was not obtained or received by Seller in connection with this Agreement or Seller’s rights and obligations under this Agreement;
2.1.31. “Seller Portal” shall mean the web based tool or other web services or interfaces, provided by TerraMART Marketplace and/or TerraMART and/or a Service Provider that Seller can use to manage its settings, Content and other information related to the Marketplace Program, and including all associated
product listing requirements;
2.1.32. “Seller Marks” means Seller’s name, trademarks, service marks and logos;
2.1.33. “Seller Share” shall mean the Sale Proceeds collected from the sale of the Sellers Products less the Referral Fee earned by TerraMART Marketplace for such Products;
2.1.34. “Seller Site” means any website, other than the TerraMART Site, where a seller displays any information related to the Seller or its products;
2.1.35. “Service Provider” means a third party that provides management software and services for the Marketplace Program;
2.1.36. “Service Level Agreement” means the service level agreement or SLA, that Sellers will be required to adhere to in order to provide the required service levels to and on behalf of TerraMART;
2.1.37. “Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, email address, shipping address.
3. THIRD PARTY SERVICE PROVIDERS
3.1. Seller acknowledges and agrees that:
3.1.1. TerraMART may contract a Service Provider to provide management software and services for the Marketplace Program; and
3.1.2. Seller may provide Content to TerraMART Marketplace using the software and/or services of a Service Provider.
4. LICENSE OF SELLER’S CONTENT
4.1. Seller hereby grants TerraMART Marketplace, its Affiliates, and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Seller Marks) in connection with the sale of products through the TerraMART Site and for the listing, advertising, marketing and promotion of such products or the Marketplace Program, including without limitation, through the TerraMART Site, third party websites, e-mail, social media or any other medium. Seller agrees that TerraMART Marketplace may permit users of the TerraMART Site to share and post Content on their own social media outlets. License for Marks.
4.2. Seller hereby grants TerraMART Marketplace and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Seller’s Marks during the term in connection with the Marketplace Program.
5. PRODUCT INFORMATION AND OTHER CONTENT
5.1. Seller will use the Seller Portal to list all the required Content, Pricing and Available Inventory per unique product. The Seller shall adhere to the minimum requirements as set out on Marketplace Seller Portal. In addition the Seller will:
5.1.1. use commercially reasonable efforts to ensure the Seller Portal always has an accurate error-free available inventory count per product listed on the Seller Portal.
5.1.2. at least every hour update the Seller Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product;
5.1.3. provide TerraMART Marketplace through the Seller Portal with a daily inventory feed for all Products;
5.1.4. provide TerraMART Marketplace with all Content requested by TerraMART Marketplace, including without limitation, the Product information as set forth in the Seller Portal;
5.1.5. only provide Content for Products that t into the categories or parameters as set forth in the Seller Portal.
5.2. The Seller will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honour any order placed by a Customer through the TerraMART Site as a result of the Content provided. Excluded Products.
5.3. Seller will be restricted from selling any products already listed by TerraMART for sale in its physical stores. If Seller is restricted from selling certain Products on the TerraMART Site due to supplier brand restrictions or if Seller is not an authorized reseller for any Product, Seller will withhold such Products from the assortment it provides TerraMART Marketplace. Provided that if Seller removes a Product from the TerraMART Site due to brand restrictions or because Seller is not an authorized reseller it will promptly notify TerraMART Marketplace in writing of such removal. Upon TerraMART Marketplace’s request, Seller will provide TerraMART Marketplace with a list of all Products withheld from the Marketplace Program (including why such Product is being withheld). Changes to Content.
5.4. TerraMART Marketplace will make commercially reasonable efforts to post updated Content provided by Seller on a daily basis through its standard transmission process; provided that Seller acknowledges that TerraMART Marketplace will impose freezes on Content updates from time to time in
connection with releases on the TerraMART Site.
6. PRODUCT AUTHENTICITY AND SAFETY
6.1. Seller will receive all Products sold through the Marketplace Program directly from the brand owner or from an authorized supplier of the brand owner, and Seller must be an authorized reseller of the Products. Seller will maintain adequate processes and procedures for conducting diligence to
ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon TerraMART Marketplace’s request, Seller will promptly provide TerraMART Marketplace with:
6.1.1. certificates of authenticity (or similar documentation) for Products; and
6.1.2. documentation (e.g. email verification from the brand owner or supplier) showing that Seller is
permitted to sell specific brands or Products through the TerraMART Site and within the Republic of South Africa. Safety, Testing and Certification.
6.2. Seller will comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under applicable Law, and all other Law.
7. FEES AND PAYMENTS
7.1. TerraMART will earn a Referral Fee equal to a percentage of Sales Proceeds from each sale of Seller’s Products through the TerraMART Site. The Referral Fee Percentages for Seller’s Products are specificc to each TerraMART category and are listed in the Seller Portal. The Referral Fee Percentages are subject to change at any time, without prior notice to the Seller, and shall be effective as soon as the changes are reflected on the Seller Portal.
7.2. An Order is deemed complete only once:
7.2.1. The Product has been delivered with a proof of delivery signed by the customer; and
7.2.2. The returns and/or cancellation period stipulated in the TerraMART Peace of Mind Policy has expired (“Deemed Completion”).
7.3. TerraMART Marketplace will make payment of the Seller Share for Orders that meet the Deemed Completion criteria on two set days of each month, namely the 15th and 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such a
7.3.1. For the sake of clarity, Orders that meet the Deemed Completion criteria on or before the 14th of a month will be paid on the last day of that month. Orders that meet the Deemed Completion criteria after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the following month.
7.4. At TerraMART Marketplace’s option, all payments to Seller’s Tellus-Pay account will be made by mean of transfer. If TerraMART Marketplace concludes that Seller’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then TerraMART Marketplace may, in its sole discretion, delay initiating any remittances and
withhold any payments to be made or that are otherwise due to Seller under this Agreement for the shorter of:
7.4.1. a period of ninety (90) days following the initial date of suspension; or
7.4.2. completion of any investigation(s) regarding Seller’s actions and/or performance in connection with this Agreement.
7.5. The Seller expressly acknowledges and accepts that payment of the Seller Share by TerraMART Marketplace shall at all times be subject to TerraMART Marketplace having received the corresponding Sales Proceeds from TerraMART. TerraMART Marketplace shall have no liability to the Seller, and the Seller shall
have no claim against TerraMART Marketplace, for any failure by TerraMART Marketplace to make payment of the Seller Share in circumstances where the TerraMART Marketplace has not received the corresponding Sales Proceeds from TerraMART.
8. PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING
8.1. Customers purchasing Products through the TerraMART Site will place Orders using the TerraMART Site checkout and payment gateway. TerraMART will collect all proceeds from such transactions. TerraMART Marketplace will make available on the Seller Portal all the Transaction Information that TerraMART
8.2. Sellers need to manage all Orders via the Seller Portal. The Seller Portal requires sellers to update the Order status for the duration of the Order and delivery process.
8.3. Sellers will only receive Orders that have been paid for in full and accepted by TerraMART.
8.4. The Seller is obligated to update the Order status to “Accepted” (which means a confirmation by the Seller that it has stock), via the Seller Portal within 2 (two) hours of receiving an Order during business hours.
8.5. The Seller is obligated to update the Order status to “Ready for Collection” (which means the Order is picked, packed and ready for collection by the courier), via the Seller Portal within 48 (forty eight) hours of receiving an Order, during business hours.
8.6. The Seller is obligated to update the Order status to “Out with Courier” (which means the Seller has handed the packed Order to the courier for delivery), via the Seller Portal within 1 (one) hour of handing the Order over, during business hours. Risk of Fraud, Loss, and Cancellation
8.7. TerraMART will bear the risk of payment fraud occurring in connection with any Order.
8.8. The Seller shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customer’s may have additional rights against the Seller as a result of the terms and conditions contained on the TerraMART Site (if any). Fulfillment of Orders
8.9. Once TerraMART Marketplace has transmitted an Order to Seller, Seller will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Seller Portal, including the accurate picking and packing of all applicable orders, including without limitation, any ad hoc customer service requests from TerraMART Marketplace.
8.10. If Seller cannot fulfill the entire quantity of a purchase order line in an Order, then the Seller will (prior to acceptance) reject that purchase order line through the “Pick Exception” status on the Seller Portal, and thereafter fulll all other lines in the Order and promptly notify TerraMART Marketplace of such
rejection. If the Order consists of one purchase order line and the Seller cannot fulfill the entire quantity for, then the Seller will be expected to reject or cancel the entire Order and promptly notify TerraMART Marketplace via email or the Seller Portal and will provide any additional information that may be required by TerraMART Marketplace.
8.11. All packaging material needs to comply with the minimum packaging standards as set out in the Seller Portal. Under no circumstances should packaged Orders contain any Seller marketing or other materials that are not included as standard with regard to the specific Product being sold.
8.12. Timing of Order transmission:
8.12.1. The TerraMART Site will accept multiple different payment methods from Customers. The Seller acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were received, and as such the Seller may only receive notification of an Order
after the date of the Order.
8.12.2. The Seller accepts that it shall be obliged to honour all Orders based on the price and availability available on the Seller Portal as of the date of Order, notwithstanding that the Seller may have only been notied of the Order after the actual date of Order.
8.12.3. TerraMART will use all reasonable and commercially viable means to endeavor to keep such delays to a minimum.
8.13. Preferred Shipping Method (Recommended)
8.13.1. TerraMART undertakes to complete the shipping leg of an Order on the Sellers behalf. TerraMART will make use of approved couriers to collect and distribute all Seller Orders.
8.13.2. Seller is obligated to use the “shipping” function prescribed in the Seller Portal and complete the picking, packing, and waybill creation functions in order for the “Ready for Collection” status to be achieved.
8.13.3. Sellers are obligated to make available all facilities as are necessary in order for TerraMART approved couriers to collect packaged Orders from a single Seller warehouse or collection point. The Seller accepts that it shall be liable for any delays and/or Losses that may be suered by TerraMART or the TerraMART Marketplace as a result of the Sellers failure in this regard.
8.13.4. For the sake of clarity, TerraMART’s obligations in terms of this clause 8.14 shall not apply to the collection of any returns for unwanted or defective Products, which shall be the sole responsibility and for the account of the Seller.
8.14. Alternative Shipping Method (not recommended)
8.14.1. The Seller may elect to handle its own shipping requirements as an alternative to 8.13 above, and should the Seller select this option, the provisions of this clause 8.14 will apply.
8.14.2. Seller is responsible for properly specifying the shipping options for all Products through the Seller Portal (including as may be requested by TerraMART Marketplace) and for properly handling all returns at its own cost.
8.14.3. Seller will be responsible for shipping all Products purchased by Customers in accordance with TerraMART Marketplace’s standard shipping practices. Seller will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery.
8.15. Shipping Terms (Applicable to both Preferred and Alternative Shipping Methods)
8.15.1. Seller will ship each Product within the On-Time Shipping Standard after receipt of the Transaction Information from TerraMART Marketplace. If Seller cannot meet the On-Time Ship Standard for any Product, it will provide TerraMART Marketplace with email notication of such delay.
8.15.2. Seller will be fully liable for any nes, costs or expenses incurred by TerraMART Marketplace or by TerraMART or by a third party resulting from any failure to satisfy the On-Time Ship Standard for any Product. The Seller will indemnify and hold harmless TerraMART Marketplace and its Affiliates and their
officers, directors, employees and agents for any losses, liabilities, fines, costs or expenses (including costs on an attorney and own client basis) resulting from such failure. Seller will be solely liable for all costs related to any duplicate or inaccurate shipments based upon Seller’s acts or omissions.
8.16. TerraMART Marketplace will provide Seller with information on the status of Orders through the Seller Portal. Seller will be solely responsible for reviewing and monitoring such information. Within 48 (forty eight) hours of receipt of the information, the Seller shall provide TerraMART Marketplace with
written notice of any discrepancies between the information provided and Seller’s fulfillment of any Orders. Seller is solely responsible for monitoring and responding to information provided by TerraMART Marketplace pursuant to this Agreement.
9. CANCELLATIONS, RETURNS AND REFUNDS
9.1. TerraMART and/or TerraMART Marketplace shall process all Customer requests for cancellations, returns, refunds and/or customer service price adjustments. Seller will stop and/or cancel any Order if requested by TerraMART Marketplace; provided that if Seller has transferred Products to a courier, Seller will immediately notify TerraMART Marketplace and use commercially reasonable eorts to stop and or cancel the delivery.
9.2. The Seller expressly acknowledges and agrees that it shall at all times be bound by, and agrees to adhere to, the terms and conditions of the TerraMART Peace of Mind Policy as may be updated and amended from time to time at the sole discretion of TerraMART.
9.3. TerraMART Marketplace retains the right to accept or reject all refund, return, and exchange requests by Customers. TerraMART Marketplace will process all refunds, returns, and exchanges immediately upon confirmation from the Seller, which confirmation shall be provided by the Seller
within 24 (twenty four) hours from receipt of a request from TerraMART Marketplace, failing which the Seller will be deemed to have provided its confirmation.
9.4. Refunds, returns, and exchanges will be determined via the TerraMART Peace of Mind Policy. Seller will be responsible for all exchanges and replacements, where applicable.
9.5. A Customer may return or cancel any Order for a Product sold through the TerraMART Site at any time within, and in accordance with, the TerraMART Peace of Mind Policy. The Seller is obligated to accept any return or cancellation that meets the return policy as stipulated in the TerraMART Peace of Mind Policy or on the TerraMART Site. TerraMART will use all reasonable and commercially viable means to endeavor to keep such returns and cancellations to a minimum.
9.6. Seller will be responsible for all applicable reverse logistics costs incurred in ensuring that the Product collected from the Customer and returned back to the Seller.
9.7. A Customer may return Products sold by the Seller to a TerraMART physical store or request that the Seller collect the Products from the same location they were delivered to.
9.7.1. Where returned Products are required to be collected from the Customer, the Seller will have 48 (forty eight) hours to collect the Products and then 5 (five) business days to assess return for resolution.
9.7.2. When Products are returned to a TerraMART physical store, TerraMART Marketplace will notify the Seller via the Seller Portal or email that there are Products that have been returned and require assessment before a refund can be processed. The Seller is obligated to collect and assess Products that are
returned for resolution within 5 (five) business days of notification of return.
9.7.3. The Seller acknowledges that a return in terms of the TerraMART Peace of Mind Policy shall be deemed to have complied with the TerraMART Peace of Mind Policy if the Customer returns the Product to a TerraMART physical store within the stipulated period. This will apply notwithstanding the fact that the
Seller may only receive the actual Products at a time after expiration of the applicable period.
9.8. The ultimate decision on whether or not to refund a Customer will always lie with TerraMART.
9.9. Sellers are obligated to facilitate all warranty claims made within 60 days of purchase date by the Customer, or within the warranty period provided by the applicable Original Equipment Manufacturer and attached to the Product.
10. PARITY WITH SELLER SALES CHANNELS
10.1. Seller will maintain parity between the Products it offers through the Seller Site and the Products offered on the TerraMART Site by ensuring that at all times:
10.1.1. except for in connection with Excluded Offers, the selling price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a
result of purchasing one or more other products, and terms of applicable return and refund policies is at least as favorable to users of the TerraMART Site as the most favorable terms upon which that Product is offered and/or sold via the Seller Site;
10.1.2. customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Seller Site; and
10.1.3. the Content provided by Seller to TerraMART Marketplace for the TerraMART Site:
10.1.3.1.1. is of least the same level of quality as the highest quality information displayed or used on the Seller Site; and
10.1.3.1.2. provides users of the TerraMART Site with at least as much product information, images and other content as the information provided on the Seller Site.
10.2. If Seller becomes aware of any non-compliance with 10.1 above, Seller will promptly notify TerraMART Marketplace and compensate adversely affected Customers by approving appropriate refunds to such Customers. Special Offers and Promotions
10.3. Seller will notify TerraMART Marketplace by email at support@Terra-MART.com (or through the Seller Portal) of all special offers and promotions (i.e., where Seller discounts an item or items by a certain amount for a certain period of time) offered on the Seller Site. Seller will make special offers and
promotions available to TerraMART Customers in connection with the Marketplace Program, and will use commercially reasonable efforts to allow TerraMART Marketplace to support any such special offer or promotion through the Seller Portal. If Seller makes any Public Promotions generally available to all
users of the Seller Site and TerraMART Marketplace cannot support such Public Promotion, then Seller will provide an equivalent offer or promotion to TerraMART Marketplace Customers to the extent possible. For example, if Seller lists a promotion code on the Seller Site that can be used by any customer for 10% off specific Products or all Products sold on the Seller Site and TerraMART Marketplace cannot support the promotion code, Seller will reduce the price of such Product or all Products, as applicable, through the Seller Portal by 10% for the duration of the special oer or promotion on the Seller Site. Seller will work
in good faith with TerraMART Marketplace to maximize the number of Seller offers and promotions (including equivalent offers and promotions) made available to TerraMART Marketplace Customers.
10.4. TerraMART Marketplace may choose, in its sole discretion, not to permit certain special offers or promotions offered by Seller on the TerraMART Site (e.g., where TerraMART Marketplace cannot support the special offer or promotion) and may request that Seller filter out any such special offers or promotions. Notwithstanding the foregoing, Seller will not be required to make Excluded Offers available to TerraMART Marketplace Customers, provided that, if TerraMART Marketplace is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify Seller and after receipt of such notification, Seller will make such special oer or promotion available to TerraMART Marketplace in connection with the Marketplace Program.
11. RECALLS AND DEFECTS
11.1. Seller is solely responsible for any non-conformity or defect in, or any public or private recall of Seller’s Products. TerraMART Marketplace will have no responsibility or liability for any recalls of Products sold through the TerraMART Site. If Products are subject to a recall, Seller is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to Customers, contact and reporting of the recall to any governmental agency having jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. Seller will
promptly remove any recalled Products from the TerraMART Site by unpublishing or retiring the Product through the Seller Portal. Seller will notify TerraMART Marketplace by e-mail at support@Terra-MART.com of all Product recalls within 24 hours of becoming aware of the recall. Seller will promptly provide TerraMART Marketplace with all information reasonably requested in
connection with the recall of any Product.