Vendors- Terms & Conditions

Use of Reeco’s proprietary platform is subject to the following Terms and Conditions and by using the platform located at https://supplier.reeco.io, you agree to be bound these Terms and Conditions. You will be allowed  to offer your items for sale to customers via Reeco’s platform. You  undertake that all of your items shall be of good quality and shall meet all industry and lawful standards as may be applicable for sale. You undertake to maintain all required licenses and approvals to do business and sell your items in all applicable jurisdictions as set forth herein.

1. You will set up an account on Reeco's platform, subject to the Terms and Use available at https://reeco.io/terms-of-use. Once Reeco has sent you an email or once an order was placed by a costumer via Reeco's platform, it shall be deemed accepted by you.

2. If you are unable to fulfill the order in full, you must inform Reeco  immediately, stating reasons for inability to complete the order by contacting: Support@reeco.io. Please note, you shall not contact  the customer directly, except at the time of delivery for entrance to and delivery at customer’s delivery destination.

3. You  warrant that you comply and shall comply with all appliable laws, and shall be liable for quality control to ensure applicable quality standards for your items.  You will supply and deliver your items in a professional and timely manner according to all approved purchase orders. You undertake to replace any defective or missing items or refund amounts paid for such items.

4. Items delivered late, defected or missing will have an effect on your customer based ratings in Reeco's platform. Please note, Reeco shall not be liable for any rating and at its discretion may post ratings and feedback regarding your services and items. If you wish to object to a rating or request removal of any feedback please contact Reeco at: Support@reeco.io , and your request will be reviewed and answered at Reeco's discretion.  

5. Reeco may terminate your relationship or may cancel any order in whole or in part by written or electronic notice, if you: (i) fail to deliver items in accordance with specified delivery times, item requirements or other specifications; (ii) fail to replace or correct defective items as customer requires; (iii) fail to comply strictly with any of terms herein ; (iv) become insolvent, file a petition for relief under any bankruptcy, insolvency or similar law, make an assignment for the benefit of your creditors, or take any action for (or in anticipation of) any of the foregoing or (v) there is a material change in control or ownership of your business.  Upon termination of your relationship with Reeco or cancellation of any of your orders you will : (i) supply any portion of the remaining items not cancelled; (ii) be liable for additional costs, if any, for the purchase of similar goods and services to cover such default; and (iii) at Reeco’s request, transfer title and deliver to Reeco or its customer any ordered items.  Reeco reserves its rights to act against you, in addition to the aforementioned.

6. You will  defend, indemnify and hold Reeco harmless (and its affiliates, officers, directors, agents and representatives) from and against any and all claims, suits, losses, penalties, damages (whether actual, punitive, consequential or otherwise) and associated costs and expenses (including attorney’s fees, expert’s fees, and costs of investigation) and all liabilities that are caused in whole or in part by: (i) any actual or alleged infringement of any third party intellectual property rights; (ii) any breach by you; (iii) any negligent, grossly negligent or intentional act, error or omission by you, your employees, officers, agents or representatives; or (iv) any claims that are for, in the nature of, or that arise under warranty, strict liability or products liability with respect to or in connection with the manufacture or sale of your items.

7. REECO OR ANY AFFILIATE, OFFICER, DIRECTOR, AGENT OR REPRESENTATIVE OF REECO SHALL NOT BE LIABLE , IN ANY EVENT, TO    YOU   OR TO ANY OTHER PERSON OR ENTITY, UNDER ANY EQUITY, COMMON LAW, TORT, CONTRACT, ESTOPPEL, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONTINGENT DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, DATA, OPPORTUNITY OR GOODWILL, EVEN IF THE REMEDIES PROVIDED FOR HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND EVEN IF REECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  REECO IS NOT A VENDOR, BUT RATHER PROVIDES A PLATFORM THAT FACILITATES ACTIVITIES BETWEEN VENDORS AND CUSTOMERS. THEREFORE, YOU  ARE FULLY LIABLE TO PROVIDE TRUE ADVERTISING, AND ITEMS OF GOOD QUALITY, TO CUSTOMERS AND POTENTIAL CUSTOMERS. YOU SHALL BE FULLY LIABLE TO CUSTOMERS AND POTENTIAL CUSTOMERS FOR DELAY IN THE DELIVERY OF THE ITEMS CAUSED BY YOU, AND REECO SHALL HAVE NO LIABILITY IN THIS RESPECT WHATSOEVER. THESE TERMS AND CONDITIONS ARE TO THE BENEFIT OF THIRD-PARTY CUSTOMERS PURCHASING YOUR ITEMS ON THE PLATFORM, AND YOU SHALL BE AND SHALL REMAIN FULLY LIABLE TO THIRD-PARTY CUSTOMERS FOR QUALITY OF ITEMS DELIVERED TO THEM AND TIMELY DELIVERY PURSUANT TO CONFIRMED PURCHASE ORDER. PURCHASE ORDERS ACCEPTED BY YOU FROM CUSTOMERS VIA THE PLATFORM SHALL CONSTITUTE A DIRECT CONTRACT BETWEEN YOU AND THE CUSTOMERS AND SHALL BE DEEMED TO INCORPORATE YOUR LIABILITIES TO REECO WITH RESPECT TO QUALITY AND TIMELY DELIVERY.

8. Force Majeure.  A failure by you or by Reeco to perform due to causes beyond the control of and without the fault or negligence of such party is deemed excusable during the period in which such cause of failure continues.  Such causes may include acts of God, or the public enemy, acts of Government (in sovereign or contractual capacity), fire, flood, epidemic, strike, freight embargo and unusually severe weather.  When you become aware of any actual or potential force majeure condition, you shall immediately notify Reeco of the condition.

9. Shipping and Delivery.  Time is of the essence. Therefore, orders shall not be provided in parts unless Reeco or customer has given prior written consent. All prices for your items stated herein or published on the Platform (and confirmed by you in writing) shall be deemed to include any fees or costs related to handling, packaging, crating, export or other related delivery expenses unless otherwise stated herein. You shall deliver the items ordered by customers using the platform at the time and place set forth in the on-line purchase order submitted by customer and approved by you via Reeco's platform. You will have 2 hours as of receiving an order via Reeco's platform to contact Reeco before such order shall be deemed approved by you. Once you deliver an order you will notify the costumer via Reeco's platform. The costumer will confirm receipt of the delivery in real time by submitting delivery approval via the Service (e.g., check the confirmation of delivery box). It is your responsibility to obtain customer's confirmations of delivery via Reeco's platform. Each delivery confirmation will be assigned a serial number for purposes of accountancy. Please note, you will not be paid for orders that do not correspond with costumer's delivery confirmation. We suggest you also obtain physical signatures for back up proof of delivery.  

10. Term and Termination.  The relationship between you and Reeco shall continue for 5 years and may be terminated for convenience or for cause. Termination for convenience means Reeco may notify you in written or electronic notice of termination, and you will stop your work and terminate your outstanding orders, protect all property in which Reeco has or may acquire an interest, and transfer title and deliver your items, materials or other related property to Reeco. Reeco's liability will not exceed the actual costs (including a reasonable profit) for your unfinished work. You may submit a detailed claim to Reeco within 6 months after Reeco's notice of termination. Termination for convenience also means you can give Reeco a 30 days written termination notice, provided that you complete all your outstanding orders, including those orders made during such 30 day notice period.Termination for cause means that if you fail to comply with any of your obligations or pay any of the applicable fees or if you attempt to transfer or assign any of your rights, liabilities or obligations without Reeco’s prior written consent, then in any of such cases Reeco may terminate your relationship by a 7 days written notice.

11. Change Orders.  By written notice via Reeco's platform, Reeco or the customer may suspend performance, change the quantities of your items, extend or shorten delivery requirements or make other changes within the general scope of these terms and conditions, including place or date of delivery, inspection or acceptance, provided such change is made at least 2 business days prior to delivery date.  If such a change causes an increase in the cost of or time required for you to perform your obligations, an equitable adjustment shall be made in the price or other terms if you request such adjustment prior to change implementation, and subject to Reeco’s approval.  you shall continue with performance of your obligations in accordance with the notice of change or amendment.  A change by Reeco pursuant to the aforementioned shall not constitute a breach or default by Reeco.

12. Invoices; Payment Terms. (i) Transaction Fees shall be due and payable by you to Reeco in connection with each payment made to you for sale of your items via Reeco's platform, in an amount equal to the amount specified in the engagement letter of each payment paid to you for amounts invoiced. Payments shall be due and payable to Reeco within 15 days from receipt of Reeco’s invoice which shall be delivered to you via email and via Reeco's platform.  Payments may be made on-line on Reeco's platform via a third-party payment processor as more fully detailed below. Any change in the payment mechanism shall be made in writing.(i) Invoices shall detail your name and shall contain reference numbers with respect to each delivery confirmed by the costumer. Invoices shall be prepared by you on Reeco's platform or uploaded by you on the format available on the Reeco's platform and delivered electronically to Reeco. Payment for delivered items will be paid to you 2 days from delivery of invoice via a third-party payment processor as detailed below. To receive payment, you will be redirected from Reeco's platform to a third party payment processor,  for all payment services. You may be requested to set up an account and provide bank account details in order to receive payment. Payment processing is subject to the terms of use of the third party service provider and its respective privacy policy. Currently payment processing shall be carried out by ___(https://_______/).

13. Tax. Payments that are subject to any withholding tax shall be reduced accordingly. If applicable, Reeco shall remit the tax to the appropriate government agency on behalf of you and supply a receipt or other evidence of the remittance. All other taxes or similar levies imposed by any government agency related to your items are for on your account.

14. Miscellaneous.  
A. Assignments.  You are not allowed to assign any  right or obligation without the prior written consent of Reeco.  Reeco may assign the rights or obligations or both in whole or part at any time.
D.  Survival of Obligations; Severability.  The obligations of the following sections shall survive the cancellation, termination or expiration of your relationship with Reeco: support@reeco.io
E. Compliance with Laws.  You warrant and represent that no law, rule, regulation, order or ordinance of any governmental agency or authority of any country has been violated in supplying your items.  
F.  Governing Law, Exclusive Forum.  These terms and conditions shall be interpreted, enforced and governed by the laws of the State of Delaware, excluding its choice of law rules.  The exclusive forum for any dispute related in any way to your relationship shall lie exclusively in the courts of Wilmington, Delaware.  
G.  CISG.  With respect to transactions to which the 1980 United Nations Convention on Contracts for the International Sale of Goods (“CISG”) would otherwise apply, your rights and obligations shall not be governed by the provisions of the CISG. H. Prices. Prices for your items shall be as set forth on Reeco's platform and confirmed in writing by you, or as set forth in Exhibit A.  Exhibit A