Vendor agreement

Last Modified: April 19, 2022

This vendor agreement (“Agreement”) is entered into by and between you and Fuel2Electric, LLC or its affiliates (“Company”, “we”, “us”, “our”, “Fuel2Electric” or “F2E” and governs your offering products and services on the website www.Fuel2Electric.com (the “Website”), maintained by Fuel2Electric, LLC (the “Service”). By registering for or using the Service, you, either personally or on behalf of your organization, agree to be bound by this Agreement.

Vendor Registration and Termination

Before offering products or services on the Website, you must complete the registration process and accept the Website Terms of Use, which shall at all times govern your use of the Service and are hereby incorporated into this Agreement by reference in their entirety. If requested, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with our Privacy Policy.

The term of this Agreement will start on the date of your registration for use of the Service and continue until terminated by us or you as provided below. You may at any time terminate your use of the Website, and we may terminate your use of the Website or terminate this Agreement for convenience without notice. We may suspend or terminate your use of the Website or any services immediately if we determine that:

            (a) you have breached the Agreement;

            (b) your account has been or may have been used for deceptive or fraudulent, or  illegal activity; or

            (c) your use of the Website has harmed or may harm any person or property.

On termination of this Agreement, rights and obligations under this Agreement immediately terminate, except that:

(a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and

(b) you will remain bound by any terms of this Agreement, the Website Terms of Use or and our Privacy Policy to the extent such terms are intended to survive termination of this Agreement.

Relationship of Parties

You and F2E are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between us. You will have no authority to make any representation or undertake any obligation on our behalf. This Agreement will not create an exclusive relationship between you and F2E.

Nothing expressed or implied in this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in connection with this Agreement.

As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Agreement

We will have no customer service obligation other than to pass any inquiries to you through the Website, and to make available a reasonable amount of information regarding the status of the fulfillment of your products. You will ensure that all of your policies and messaging to our Users regarding shipping of your products and other fulfillment-related matters, reflect this Agreement, the Website Terms of Use and our Privacy Policy, including policies regarding returns, and customer service and any specific disclosures, messaging, notices, and policies.

Offers and Orders

You will provide accurate and complete product information about each product or service that you offer through the Website and promptly update that information as necessary to ensure it at all times remains accurate and complete. All offers and sales must comply with applicable laws and not contain any defamatory or obscene materials. If you offer a product for sale on the Website that requires a warning under any applicable law or regulation, you will include such warning in connection with the offer of your product or service as required. F2E will not and is not responsible for displaying any such warning.

You may list your products and services on our Website, and promote the same in accordance with this Agreement. We may allow Users to rate your products or services and make these ratings and any associated comments visible on the Website. We will provide order information to you for each order of your products or services via the Website. We will also receive all sale proceeds on your behalf for each of these transactions, and will remit them to you in accordance with this Agreement. You will accept and fulfill all orders made over the Website.

You will determine the shipping and handling charges for fulfilling product orders via the Website, including when using a third-party delivery service, and will be responsible for arranging shipment and collecting and paying the charges related to shipping.

You will bear the risk of:

            (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with your sale of goods via the Website;

            (b) late payments or defaults by customers in connection with orders; and

            (c) any other fraud or loss arising in connection with the Service.

When you receive an order through the Website, you are entering into a contract directly with the customer, and are responsible for delivering your product or service under the terms and at the price specified in your offer. You are also agreeing to pay applicable fees like Fuel2Electric’s Service fee and applicable taxes for each order. Fuel2Electric will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any separate agreement with any User must be consistent with this Agreement.

Shipping Charges.

For your products or services ordered and paid by customers on the Website, we may determine the shipping and handling charges, which you hereby accept.

If any shipping cost estimate is under or overestimated you may contact the customer after checkout. You may also contact us prior to shipping with any questions.

Due to weight or hazardous materials, some products must be shipped less than truckload (LTL), or require special packaging procedures. You are responsible for providing information and details to users about your shipping and handling charges such as higher shipping rates for residential addresses, for example when a liftgate service is required.

We will not be responsible for any customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments related to Fuel2Electric. You will determine whether a customer will receive a refund, adjustment or replacement. We will promptly notify you when you are responsible for a customer refund.

Sales, Refunds and Returns

You will:

            (a) offer and sell your products or services in accordance with the terms of the applicable order, this Agreement, and all terms provided by you or us at the time of the order and be solely responsible for those activities;

            (b) package each of your products in a reasonable manner complying with all applicable packaging and labeling requirements, including any warnings or instructions necessary for safe use (including hazardous materials such as lithium batteries), and ship your products in a timely manner;

            (c) only cancel orders as permitted pursuant to your terms and conditions presented to the customer in connection with the applicable order or as may be required under this Agreement;

            (d) provide us with information regarding fulfillment and order status as requested by us;

           (e) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of your products; and

            (f) identify yourself as the seller of each of your products on all packing slips or other information included or provided in connection with your products.

Your published refund policies, if any, will apply to orders for your products. You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and any policies associated with the applicable order.

Our fees for your use of the Service are non-refundable.

You or the customers may open a dispute directly from the Website although Fuel2Electric will not be responsible for any issue regarding your products or services, or any customer service issues.

Product Defects

You are responsible for all manufacturing or design defects in your products and any problems fulfilling orders of your products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts related to your products or other products provided in connection with your products.

You are responsible for all losses and liabilities associated with any defect in any of your products and hereby indemnify us against any such losses and liabilities. You are responsible for resolving any dispute arising in connection with any sale of your products made in connection with this Agreement.

Indemnification

You will defend, indemnify, and hold harmless Fuel2Electric and its officers, members, employees, and agents, against any loss or liability caused or alleged to have been caused by:

            (a) your failure to comply with any law;

            (b) Your products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Fuel2Electric), or property damage related thereto;

            (c) Your taxes and duties or the failure to meet tax obligations or pay duties; or

            (d) actual or alleged breach of any representations you have made.

Service Fees

Fees are detailed in the FAQ. You will pay Fuel2Electric the service fees as agreed by you during the registration process (the “Service Fees”).

To sell online, you must provide us with a valid bank account information for a bank account or bank accounts acceptable by Fuel2Electric (conditions for acceptance may be modified or discontinued by us at any time without notice) ("Your Bank Account"). You will use only a name you are authorized to use in connection with the Website and will update all of the information you provide to us as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to charge Your Bank Account or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to your bank account through a banking network or by other means specified by us.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Fuel2Electric or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Fuel2Electric or third parties persist

For any amounts that we determine you owe us, we may:

            (a) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt;

           (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you;

            (c) reverse any credits to your bank or credit card account; or 

            (d) collect payment or reimbursement from you by any other lawful means.

Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in US dollars, and all payments contemplated by this Agreement will be made in US Dollars.

a. As a security measure, we may impose transaction limits on some or all vendors 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.

b. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the Website is unavailable following the commencement of a transaction.

You will ensure that your products (including packaging) and services and any offer and subsequent sale of any of the same to Users of the Website comply with all applicable laws (including all minimum age, marking and labeling requirements) and do not contain any sexually, defamatory or obscene materials.

Remittance of Sales Proceeds & Refunds.

a. When a customer instructs us to pay you, you agree that the customer authorizes and orders us to commit the customer’s payment (less any applicable fees or other amounts we may collect under this Agreement, Terms of Use and FAQ) to you. You agree that customers satisfy their obligations to you for your transactions when we receive the total sales price (including taxes, shipping cost, etc.). We will remit funds to you in accordance with this Agreement.

b. Except as otherwise stated in this Agreement, we will remit to you your available balance on a bi-weekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any sales not previously remitted to you as of the applicable remittance calculation date (which you will accept as payment in full for your transactions), less:

(i) the Fuel2Electric Service Fees; (ii) any other fees described in this Agreement; (iii) any amounts we require you to maintain in your account balance (including payments withheld); and (iv) any taxes that Fuel2Electic automatically calculates, collects and remits to a tax authority according to applicable law.

c. We may establish a reserve on your account based on our assessment of risks to FUEL2ELECTRIC or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.

d. When you either initially provide or later change your bank account information, the remittance calculation date may be deferred by up to 14 days.

Tax Matters

Fuel2Electric automatically charges sales tax to all customers at the checkout. 

We calculate, collect, and remit tax on sales made online by vendors shipped to customers located in the states that have enacted Marketplace Facilitator, Marketplace Fairness, or similar laws.

As between the parties, Fuel2Electric will be responsible for the collection, reporting, and payment of your sales taxes when and only when order is paid online.

The amount of tax charged on your order depends on many factors including the following:

• The type of item or service purchased
• The time and location of fulfillment
• The shipment or delivery address of your order

These factors can change between the time you place an order and when your shipment is complete. As a result, the tax calculated on your order may change. The amounts displayed as estimated tax may then be updated later when your order is finalized and completed.

The tax rate applied to your order will be the combined state and local rates of the address where your order is delivered to or fulfilled from. For example, if you live in a state that does not impose a sales tax, you may still see tax calculated on your order if shipped to another state. Moreover, the tax rates applied to your order may also be different for a variety of reasons, such as a shipment to a residential home versus a business address. 

Fuel2Electric is not responsible for any tax liability pertaining to the purchase or sale of any product(s) and/or services(s) not paid online.

For information about your personal sales tax liability, we recommend that you seek professional advice. You may be subject to income tax payments based on your gross income from Fuel2Electric’s digital services, and if so will receive a 1099 form.

All fees and payments payable by you to Fuel2Electric under this Agreement or the Website Terms of Use are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying Fuel2Electric any of your taxes imposed on such fees and any deduction or withholding required on any payment.

The Website and the Service

We have the exclusive right to determine, the design, content, functionality, availability and appropriateness of the Website, and all aspects of the Service, including your use of the same. The Website is provided on an “AS-IS” and “AS-AVAILABLE” basis.

We do not guarantee any aspect of the Website’s functionality or its availability to Buyers or Vendors. We do not warrant that the functionality of the Website will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

Product Warranty

You warrant that any product you offer or sell via the Website will comply in all respects with any applicable law governing the manufacture, sale and use of such product, including any require consumer product safety warnings.

Off-Website Policy

In order to protect our community and business, the following behaviors are prohibited:

1. Taking people off of the Website for new, partial, or future orders and/or projects
2. Contacting potential users prior to order on our Website to move the order off of Fuel2Electric (ex: offering discounts to order off of Fuel2Electric)
3. Asking users to fill out forms, or call, email, or otherwise contact you via a non-Fuel2Electric’s communications service prior to accepting order or estimate requests
4. Canceling existing full or partial orders and having users order off of Fuel2Electric
5. Asking or encouraging users to order outside of Fuel2Electric for repeat or future orders
6. Including links or embedding buttons (ex: footers, headers) that take people off of Fuel2Electric’s Website to another website in any messages to users including messages sent via the Fuel2Electric’s communications service.

Exception: You may use an alternative means of communicating with a user if requested by a user, however, you must ensure such communications comply with the other requirements of this policy.

Limitation of Liability

We will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if Fuel2Electric has been advised of the possibility of those costs or damages.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reason of any contingency, the non-occurrence of which is a basic assumption underlying this AGREEMENT.

Changes

We may revise and update this Agreement, the Website Terms of Use or our Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of any such changes means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Contact Information

To ask questions or comment about this vendor agreement, or register a complaint email us at contact@fuel2electric.com.