Vendor Central Terms and Conditions

This document sets forth the terms and conditions (hereinafter, “Terms and Conditions”) of use of the Vendor Central by any person (hereinafter, the “Vendor”) interested in offering their products (hereinafter, the “Products”) to be purchased and sold by MercadoLibre Chile Ltda. (hereinafter, “Mercado Libre”) on the website www.mercadolibre.cl (hereinafter, “Website”).

These Terms and Conditions are mandatory and binding. Any Vendor who refuses to accept or who disagrees with these Terms and Conditions shall refrain from using the Vendor Central.

By using the Vendor Central, the Vendor agrees that communications with Mercado Libre shall take place electronically, either at the email address provided by the Vendor as contact information or through the messages that the Vendor may receive via the Vendor Central. Accordingly, the Vendor agrees that any electronic communication from Mercado Libre shall be legally valid.

1. Vendor Central

In order to use the Vendor Central, the Vendors shall register and upload their product offerings to Mercado Libre, along with pricing information, registration number, condition, and other Product characteristics. If the Vendor is a legal entity, the individual who performs the registration guarantees they have the capacity to contract on its behalf and to bind it.

The Product’s categories available to be offered via the Vendor Central shall be previously defined by Mercado Libre.

Mercado Libre may acquire the Products through purchase orders (hereinafter, “Purchase Orders”). The issue of a Purchase Order shall create no additional obligations for Mercado Libre or cause the Vendors to have any expectations regarding successive Purchase Orders featuring the same or similar contents.

Mercado Libre shall be under no obligation to purchase the Products, and the Vendors shall be under no obligation to sell the Products, until such time as the Vendors have accepted the respective Purchase Orders.

2. Representations

The Vendor represents and warrants as follows:

The Vendor has the necessary organization and legal and economic advice to use the Vendor Central freely and independently, weighing any potential commercial risks.
The Vendor complies with all applicable regulations and laws related to the professional activities they perform, both general and specific to the industry associated with the supplied products. They agree to stay informed and comply with any changes required due to updates in the applicable regulations during the term of the contractual relationship.
Any information uploaded to the Vendor Central shall constitute a sworn statement as to its accuracy and up-to-date status, and the Vendor shall be liable for any consequences resulting from any full or partial inaccuracy.
The Vendor has been duly authorized by the owner of the brand(s) (or other relevant person) to offer the Products for sale and to sublicense to third parties the right to sell, advertise and/or distribute such Products and comply with the Terms and Conditions.
The products comply with all the requirements set forth by applicable regulations, including technical regulations, technical specifications, and/or product approval or registration when applicable.
The Products were prepared, manufactured, assembled, labeled, and packaged in accordance with the applicable laws and regulations.
The Products are not defective and were manufactured in compliance with all the safety standards required by current regulations, including those that seek the protection and prevention of risks to the health or physical integrity of consumers.
The Brands, Materials, Product Information (all as defined further below), Products, and the sale of the Products do not entail an infringement upon any kind of intellectual or industrial property of third parties, including, without limitation, brands, copyright, patents, industrial models or designs, or an infringement of any non-monetary rights;
The Products may be legally promoted and advertised by Mercado Libre in mass and other media, in accordance with the terms established by mutual agreement between both parties.

3. Obligations

Without prejudice to any other obligations under the applicable laws and these Terms and Conditions, the Vendors shall have the following obligations:

To comply with the commercial terms established at the Vendor Central and in the Purchase Orders.
To comply with commercial agreements entered into with Mercado Libre through the various features offered by the Vendor Central, acknowledging that the use of these electronic means constitutes a valid act of intent that can be verified before the appropriate parties.
To accurately and adequately provide to Mercado Libre all Product information and descriptions, as well as appropriate warnings and instructions for use and maintenance.
To notify Mercado Libre of any occurrence or circumstance causing the Product information to be inaccurate, incomplete, false, and/or misleading.
If applicable, to deliver the Products alongside the required warranty certificate, guaranteeing to Buyers the proper satisfaction of the Products’ warranty (hereinafter, “Warranty”) and technical service (hereinafter, “Technical Service”).
To keep their account information, as well as the related username and password for accessing the account, confidential.
To assume the sole responsibility of carrying out all the procedures before the tax and customs authorities in order to obtain the nationalization of the Products acquired through the Purchase Orders. Consequently, the Vendor shall pay all the Customs Duties
Tariff Charges associated with the nationalization process and deliver, along with the Products, the respective supporting documents, such as, but not limited to, the import declaration.
To send any relevant invoices and credit memos through the methods established by Mercado Libre in the Vendor Central. The Vendor agrees and acknowledges that other methods of communication used for this purpose, such as sending invoices through platforms external to Mercado Libre or by email, will not be valid.

4. Price and Payment Terms

Mercado Libre shall pay the Vendors the amounts set forth in the Purchase Orders, based on the Product quantities ordered by Mercado Libre and the Products actually delivered by the Vendors (hereinafter, “Price”).
Mercado Libre shall make payment of the Price in accordance with the provisions of Law No. 19.983, provided the conditions for payment have been met.

5. Product Delivery

Any Products acquired by Mercado Libre shall be individually packaged and delivered by the Vendors at the distribution center (hereinafter, “Distribution Center”) indicated by Mercado Libre, the address of which shall be stated in the respective Purchase Orders.

The Vendors agree to meet the delivery periods set forth in the respective Purchase Orders, which delivery periods shall run from the date of acceptance of the Purchase Orders.

Up to the actual delivery of the Products at the Distribution Center, the ownership and any risks related to the Products, including transport, shall remain with and be assumed by the Vendors. Payment of the Price shall not entail an assumption of any liability whatsoever by Mercado Libre prior to actual delivery of the Products at the Distribution Center.

The Vendors shall be solely responsible for the Product’s transportation to the Distribution Center, which includes payment for the transportation, as well as for the keeping and custody of the relevant transport documents, and Mercado Libre shall have no liability in that regard.

The Vendors shall be responsible for scheduling the Product’s delivery to the Distribution Center and undertake to make the delivery, either by themselves or through a third party, at the time and date indicated in the scheduling.

6. Quality Check

Within 7 consecutive days of delivery of the Products at the Distribution Center, Mercado Libre may perform a quality check on the Products intended to detect any irregularities.

No email from Mercado Libre and/or document it may have signed acknowledging delivery of the Products may be interpreted to constitute acceptance of the Products.

In the event of any discrepancy as to price, quantity and/or quality between the Products delivered to Mercado Libre and those established at the Vendor Central and the respective Purchase Order, Mercado Libre may:

Suspend payment on the invoice, and the Vendor shall issue a credit memo for the relevant amount, which shall be sent by the Vendor to Mercado Libre.
Return the Products to the Vendors, at the Vendors’ expense and risk.
Cancel the Purchase Order without incurring any penalty or liability.
Pay only for such Products as have actually been delivered at the Distribution Center, as documented by the Vendors by issuing a new invoice.
Dispose of them at its sole discretion and being able, without any limitation, to destroy, donate and/or resell such products.

In the event that the Vendors should fail to deliver the Products or make partial delivery thereof, delivery or full delivery shall be completed within 5 consecutive days after the date of notice thereof from Mercado Libre.

The aforementioned term in this clause does not apply to defects in the Products that cannot be verified reasonably when Mercado Libre receives them. In these cases, the Vendor shall be the only one held responsible for providing a new Product or covering the return costs, depending on the case.

7. Intellectual Property

The Vendors authorize Mercado Libre, its related companies, Vendors, and users to utilize, reproduce, and display intellectual property related to the Products, including brands, advertising slogans, logos, typography, designs, drawings, look and feel, and any other sign which identifies the Products (hereinafter, “Brands”), as well as the Material that the Vendors share with Mercado Libre (as defined below), to offer, communicate, and advertise the sale of the Products in both mass and non-mass media, either owned by Mercado Libre or third parties, such as the Website, Mercado Libre applications, social networks, and third-party websites.

This authorization includes the creation of Catalog listings, email marketing, institutional campaigns, landing pages, Mercado Libre Videos, or any future replacements thereof, among others.

The Vendors shall make available to Mercado Libre any advertising material, including photos, collections, advertising videos, and product demonstrations, as well as any other photographic and audiovisual materials they may have produced to offer, promote, and advertise the Products, (hereinafter, “Materials”), for the aforementioned purposes, in high resolution and in such formats as the Parties shall have agreed on.

The Vendors hereby represent they hold all necessary rights and authority to grant this authorization over the Brands and Material to Mercado Libre, its related companies, Vendors and Users, free of charge, on a non-exclusive, international and irrevocable basis, and warrant that these do not infringe upon the rights of third parties (including trademark rights, copyright, patents, industrial design rights, industrial models, utility models, trade secrets, know-how, image rights, music rights, and collective management entity rights, among others). The Vendors also guarantee that the Materials comply with all current legal requirements and best practices in advertising and marketing.

Moreover, the Vendors authorize Mercado Libre, its related companies, Vendors, and users to produce their own advertising materials to offer, communicate, and promote the Products using and adapting the Brands and advertising materials supplied by the Vendors. They further authorize Mercado Libre to include in any such materials third party Products or intellectual property. All of the above shall be for the sole purpose of complying with these Terms and Conditions.

The Vendors undertake to continuously provide to Mercado Libre, free of charge, updated information on the Products and Materials, including, if available, digital images, advertising and demonstration videos, collections related to the Products and their relevant descriptions, as well as any Product information or warnings related to the Products as may be required by the applicable law to be disclosed in any sale or advertising of the Products (“Product Information”). The aforementioned material may also be used by Mercado Libre, its related companies, Vendors, and Users in the manner indicated in this clause.

8. Sale of the Products on the Website

The sale of the Products on the Website shall be handled by Mercado Libre as per its own sales force and commercial strategy, with no interference from the Vendors. Without limitation, Mercado Libre may, at its sole discretion and without any restriction:

Carry out advertising and promotional initiatives on mass or other media.
Set the price for the sale of the Products on the Website.
Define the discount policy on the Products’ selling price on a random or general basis.
Suspend or definitively cease the sale of the Products on the Website.
Define rotation and/or destruction policies for the Products.
Perform internal studies on the interests, behavior, and demographics of the Products’ buyers in order to gain a better understanding of their needs and interests and improve its commercial and promotional initiatives.

In spite of the above, Mercado Libre reserves the right to sell Products directly to consumers and/or any other merchant outside the Website in light of different incentives at its sole discretion.

9. Returns

Notwithstanding the provisions of Section 6, Mercado Libre can return to the Vendors any products that exceed the minimum complaint ratio for the vertical/domain and/or have at least 3 complaints related to problems with the product in the last 30 days from the Buyers on the Website.

In such cases, Mercado Libre shall notify the Vendors at least 10 business days in advance via email, of the date on which the Provider must collect or receive the product.

The Vendor will have to complete the pickup at the specified Distribution Center or receive the product on the date indicated by Mercado Libre.

Moreover, the Vendor agrees to recognize the total value of these products for a price equal to the purchase value or for a price that the Parties agree upon.

If the return of the Products is NOT completed, Mercado Libre reserves the right, at its sole discretion, to resell the products either on or off the website, donate them, and/or destroy them.

10. CollaboratorAccounts

Each Vendor registered in Vendor Central has its own administrator account (for the purposes hereinafter, the “Administrator”). The Administrator may invite others, such as employees, co-owners, or contractors, to create a collaborator account (the “Collaborator”). By creating a collaborator account in the Vendor Central, the Collaborator accepts these Terms and Conditions, otherwise, the Collaborator should refrain from using the Vendor Central.

The Administrator may assign certain permissions to each Collaborator to perform different activities, such as offer items for sale to Mercado Libre, manage inventory, accept purchase orders, conduct commercial agreements, among others.

Likewise, the Administrator may create divisions in the account to adapt the offer according to the needs of the operation, either to separate business verticals or to operate with different subsidiaries. The Administrator may assign Collaborators to the specific operation of each division. The Collaborator will only have access to the information and notifications that correspond to the specific division assigned by the Administrator.

Administrators represent and warrant that the obligations of Administrators and Collaborators under the Terms and Conditions are joint and several. The Administrator shall be responsible for all activities performed by the Collaborators in the Vendor Central. Any infringement by the Collaborators of these Terms and Conditions shall be considered as an infringement by their Administrator, and vice versa. Both the Administrator and the Collaborator are responsible for maintaining the confidentiality of their respective accounts and passwords, as well as restricting access to their computers and devices.
Mercado Libre reserves the right to refuse certain collaborator accounts, and/or terminate collaborator accounts at its sole discretion.

11. Warranty

11.1. Legal Warranty

Mercado Libre and the Vendors shall be governed by Law No. 19,496 that establishes the rules on Consumer’s Protection Rights in regards to any request received by Mercado Libre from a Final Consumer (as said term is defined in the aforementioned law) or by the law that replaces it in the future.

11.2. Manufacturer’s Warranty

The Vendors shall inform Mercado Libre if the Products are covered by a manufacturer’s warranty in addition to the one established by law (hereinafter, the “Voluntary Warranty”). In these cases, the Vendors must attach to each Product the terms and conditions applicable to the Manufacturer’s Warranty in order to adequately inform the Final Consumer regarding them.

12. Indemnity

The Vendor shall defend, indemnify and hold Mercado Libre, its related companies and their respective directors, managers, officials, representatives, agents and employees harmless from and in connection with any damage, cost, loss, liability, expense (including, without limitation, attorneys’ fees, experts’ fees, and court costs) (hereinafter, “Indemnity”) resulting from court and/or private claims arising from and/or in connection with any third party claim due to:

Personal injury, material damage or losses resulting from Product defects or Product use.
The Products’ recall from the market due to any sort of problem with or defect in the Products.
Any infringement upon the intellectual and industrial property rights of third parties over the Products, Brands and/or Materials.
The untruthfulness or inaccuracy of the Vendor’s representations set forth in the Terms and Conditions and the Vendor Central.
The activities, obligations undertaken, or infringements caused by its Collaborators and/or third parties subcontracted by them for the execution of their obligations in accordance with these Terms and Conditions, which include the carriers that the Vendors may contract to deliver the Products at the Distribution Center.
Any claim by Buyers, fine and/or monetary penalty imposed on Mercado Libre by any court and/or administrative authority due to the characteristics of the Products and/or fulfillment of the Warranty and/or provision of the Technical Service.
Any court and/or private labor claim due to work-related accident or illness asserted by employees, dependents, officials and/or staff working or who had worked as an employee or contractor of the Vendor.
Mercado Libre shall notify the Vendor of any claim it becomes aware of and may exercise the right to exclusively direct or set the defense strategy in or out of court in connection with such claims.

13. Infringement of the Terms and Conditions. Sanctions.

Without prejudice to any other applicable measures, Mercado Libre reserves its rights to warn, suspend or definitely cancel the Vendor’s account among other measures that it deems appropriate to ensure operation, when any of the following assumptions are verified:

The Vendor’s infringement of the applicable law, these Terms and Conditions and other policies of Mercado Libre.
The Vendor’s engagement, in Mercado Libre’s opinion, in intentional or fraudulent misconduct or actions.
The Vendor’s identity cannot be verified, or any information supplied by the Vendor is incorrect.
Partial non-compliance by the Vendor with the processes established by Mercado Libre to ensure operational efficiency and scalability. For example, if the Vendor does not use the invoice and credit memo submission processes provided by Mercado Libre in the Vendor Central, Mercado Libre reserves the right not to pay invoices that the Vendor may eventually submit through other means.
In Mercado Libre’s opinion, the Vendor’s listings or any actions may give rise to liability or cause damage and/or directly or indirectly impair Mercado Libre’s image and/or reputation.

In any event, the Vendors shall fulfill all obligations outstanding under any accepted Purchase Orders.

14. Additional Obligations

In the event that the Vendors have an important role in the local market and/or are owners or holders of brands that are nationally and/or internationally popular, Mercado Libre will periodically check the offer of products of these Vendors on the Website to verify that the Buyers are receiving an excellent shopping experience, with a wide range of quality products and at competitive prices.

If Mercado Libre identifies that these Vendors offer a poor shopping experience on the Website, a very limited offering of products and/or prices that are not sufficiently competitive when in relation to other sales channels comparable for their product type or category (for example, proprietary websites, social media, physical stores and other online platforms), to safeguard the experience of the Buyers and the success of the Website in terms of democratization of commerce, the Vendors recognize and accept that Mercado Libre is entitled to correct that breach in supply and price by their own sales force.

For that reason, if it is noticed that the offering conditions of these Vendors are not competitive, Mercado Libre may urge the Vendors through this Vendor Central to offer commercial conditions to make up for this deficiency. If the Vendors do not accept this possibility and their offer in the Website and in the Vendor Central is still deficient in some of the established parameters, Mercado Libre may cancel the Vendor’s account, with prior notification and an organized closure.

Moreover, Mercado Libre reserves the right to review the Vendor’s activity on the Website and to discontinue, among other measures, the use of features that are intended to exclusively highlight the Vendors who provide the best shopping experience for users (e.g.: Official Stores, Brand Stores and other services offered by Mercado Libre).

15. Termination

Mercado Libre and the Vendors may terminate their relationship under these Terms and Conditions through written notice 30 consecutive days in advance of the termination date.

Without prejudice to such termination, Mercado Libre and the Vendors shall fulfill all obligations outstanding under any issued and accepted Purchase Orders.

16. Confidentiality

The Vendors shall keep confidential, and not disclose to third parties, any Confidential Information (as defined below) received from Mercado Libre or its related companies or in any other way discovered by the Vendors in connection with or as a result of the performance of these Terms and Conditions, not even to preserve such information. For these purposes, “Confidential Information” shall mean any information which is not publicly available and is used, developed or obtained by Mercado Libre and/or its related companies, including, without limitation, (i) information, procedures and data obtained and/or developed by the provider, Mercado Libre or its related companies (including those obtained prior to the execution hereof, concerning the business or affairs of Mercado Libre or its related companies), (ii) products or services, (iii) costs and pricing structures, (iv) analyses, (v) business and accounting methods, (vi) computer software, including operating systems, applications and program listings, (vii) flow charts, manuals and documentation, (viii) all production methods, processes, technology and trade secrets, and (ix) any other similar and related information, in whatever form.

Moreover, the Vendors agree to use the Confidential Information only for the purposes of fulfilling their obligations under the Terms and Conditions and shall be liable for any breach of their confidentiality obligation by their personnel and/or contractors.

This confidentiality obligation shall remain in full force and effect for a period of 2 consecutive years as from termination of the Terms and Conditions.

17. Anti-Corruption and Statement Law No. 20,393

The Parties agree to comply with the Foreign Corrupt Practices Act (FCPA) of the United States and with any other local regulations regarding ethics, anti-bribery, and anti-corruption applicable in the jurisdictions where the business is conducted.

The Supplier will not make any payment or carry out any act under this Agreement if they believe in good faith that such payment or act could infringe anti-corruption laws. The Supplier shall not, whether directly or indirectly, pay, give, offer, promise, or authorize payment of money or anything of value for the benefit of any person, including but not limited to a Public Official, to influence an act or decision of such person, causing that person to perform or omit an act in infringement of their legal duties, or causing that person to influence an act or decision of another person or entity to obtain or retain business or gain an undue advantage concerning this Agreement.

The Supplier also acknowledges that they have read and understood Mercado Libre's Code of Ethics, available at https://investor.mercadolibre.com/#corporate-governance, and commits to comply with the requirements outlined in this document when conducting activities related to this Agreement.

Crime Prevention Model

Following the entry into force of Law No. 20,393, the criminal liability of legal entities has been established. To comply with the provisions of this law and its amendments, including Law 21,595 on economic crimes (hereinafter referred to collectively as "Law 20,393"), Mercado Libre has implemented a Crime Prevention Model ("CPM") to promote the prevention of the commission of the crimes sanctioned in this law.

The Supplier declares that it has strictly complied with the provisions of Law No. 20,393 to date, that it has not been previously convicted of such crimes, and that its legal representatives have not been summoned in accordance with the provisions of Article 22 of the Law. The Supplier commits, through this instrument, to maintain such compliance throughout the contractual relationship arising from the acceptance of these Terms and Conditions and also binds itself not to engage in or develop, under any circumstances, any type of activity or conduct through any of its owners, administrators, representatives, agents, or employees that could affect the Supplier's compliance with these regulations.

Mercado Libre does not allow and will not allow, under any circumstances, and expressly prohibits the Supplier, as well as its Suppliers/Contractors/Subcontractors, from participating directly or indirectly in, or receiving or delivering any kind of undue payment that could be used in the commission of the crimes sanctioned by Law No. 20,393, even if the result of the crime were beneficial to Mercado Libre or any of the companies in the Mercado Libre group in Chile.

The Supplier, along with its Contractors or Subcontractors, is obligated to report any fact that may constitute a breach of the Company's MPD, or any of the companies in the Mercado Libre group in Chile, or a crime under Law No. 20,393, through the secure reporting channel available 24/7, using the contact methods indicated below:

Website: https://denunciasmeli.lineaseticas.com/Complaints/Company
Email address: denunciasmeli@kpmg.com.ar
Phone: 1-888-002-06354

Reports can be made anonymously and are handled confidentially according to our internal procedures.

Failure to comply with the provisions outlined in this clause will allow Mercado Libre to terminate the contractual relationship arising from the acceptance of these Terms and Conditions immediately and without any subsequent compensation, regardless of any stipulation to the contrary.

18. Reach

These Terms and Conditions do not create any partnership, agency, distribution or supply or employment relationship between Mercado Libre and the Vendors, who shall remain independent parties with no business relationship between them other than under these Terms and Conditions.

Mercado Libre and the Vendors may create and implement identical or similar commercial agreements with third parties, which shall not entail acceptance of the Terms and Conditions, use of the Vendor Central or the issue of Purchase Orders, or any exclusivity or preference rights in connection with the purchase, promotion and/or advertising of any Product.

Any subsidiary of and/or company related to Mercado Libre may issue a Purchase Order under these Terms and Conditions, and such Purchase Orders shall constitute an independent obligation of the issuing subsidiary and/or related company. As regards such Purchase Orders, the subsidiary and/or related company in question shall be bound by these Terms and Conditions, and all references to Mercado Libre in these Terms and Conditions shall be deemed to constitute references to such subsidiary and/or related company.

19. Modification

Mercado Libre may modify these Terms and Conditions at any time. All modified terms and conditions shall become effective 10 days after publication. Any Vendor who disagrees with the changes introduced by Mercado Libre may request termination of the relationship, guaranteeing the fulfillment of any obligations outstanding under issued and accepted Purchase Orders.

Use of the Vendor Central and acceptance of Purchase Orders shall entail acceptance of these Terms and Conditions and their modifications.

20. Jurisdictions and Applicable Legislation

The Terms and Conditions, Vendor Central and the Purchase Orders shall be governed in their entirety by the laws in force in Chile.

Any and all conflicts that may arise between Mercado Libre and the Vendors shall be submitted to the jurisdiction of the Ordinary Courts of Santiago, Chile, and the parties hereby waive any other appropriate court or jurisdiction.