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Vendor Terms and Conditions

FIRST.- GENERAL BACKGROUND

1.1. Mr. Boonen has developed a digital platform called “Origen Valencia” (hereinafter “Origen Valencia”). Origin Valencia, hosted on Mr. Boonen’s exclusive website: https://valencia.origen.eco (hereinafter, the “Website”). The “Origen Valencia” platform is made available to those suppliers dedicated to the marketing of products within the national territory, who are authorized by Origen Valencia because, through its use, and at their own expense and exclusive risk, they carry out the direct marketing in Spain of products of their property to consumers who visit the Website (hereinafter, each of them a “Seller”, and, jointly, the “Sellers”). Mr. Boonen and the Seller, or the Sellers, hereinafter collectively referred to as the “Parties" and, separately, as the "Party”.

1.2. The mention of “Origin Valencia” may be used interchangeably in this agreement to refer to the digital platform (marketplace) as to refer to the Party that owns the Website and subscribes to these General Terms and Conditions for Sellers together with the Seller, as applicable.

1.3. In this regard, once the Seller is authorized by Origen Valencia to be registered as a supplier authorized to market its products on the Website, Origen Valencia will make the "Origen Valencia" platform available to the Seller, which will allow the Seller to: (i) sell its products to third parties (consumers); (ii) process purchase orders placed by consumers for one or more specific products; and (iii) review and monitor purchase orders received from consumers, allowing them to identify which products were requested and access customer information.

1.4. The services that Origen Valencia will provide to the Seller in relation to the use of the “Origen Valencia” platform are the following, which are necessary to manage an adequate marketing of the products on the Website, through “Origen Valencia”, under the standards established by it (all of them, from now on, the “Services”):

  1. Coordinate the sales service (return, exchange or guarantee of the products) products) required by a consumer to the Seller, in relation to one or more products that have been purchased on the Website, through the Valencia Origin modality. Without prejudice to the aforementioned, The Seller acknowledges that the responsibility for the proper and timely execution of the sales service to which it refers This literal text is your sole responsibility.
  2. Perform global marketing campaigns to promote the platform “Origin Valencia”, and the implementation of plans may be agreed upon specific promotions regarding a particular Seller, and in In this case, Origen Valencia will determine the sum that the respective Seller has to pay for this concept.
  3. Provide the payment collection service indicated in numeral 4.5 of Clause Four of these General Terms and Conditions for Sellers.

SECOND.- SCOPE OF THE GENERAL TERMS AND CONDITIONS

2.1. These General Terms and Conditions applicable to Sellers - Origen Valencia (hereinafter, the "General Terms and Conditions for Sellers”), shall apply to all specific agreements entered into between the Parties for the use of the digital platform and the provision of services, and shall constitute an integral part of these agreements for all applicable purposes. From now on, each of these agreements entered into between Origen Valencia and each of the Sellers, which constitute a commercial relationship between the Parties, shall be referred to as the “Agreement”.

2.2. The Seller declares that it has read, understands, and accepts all the conditions set forth in this document. Therefore, signing this Agreement will imply its acceptance of these General Terms and Conditions for Sellers, an essential requirement for the commencement of the contractual relationship between Origen Valencia and the Seller, the execution of this Agreement, and the marketing of the Seller's products on the Website, through "Origen Valencia."

To this end, the Seller agrees in advance that any modifications made by Origen Valencia to the General Terms and Conditions for Sellers will be applicable to the Seller and will be deemed incorporated into the Agreement the day after they are communicated to the Seller by Origen Valencia, through the "Origen Valencia" platform or by email to its Agreement Administrator. If the Seller does not agree with the modifications incorporated into these General Terms and Conditions for Sellers, they will have the right to withdraw from them and consequently terminate the Agreement, following the procedure stipulated in point TENTH, third, of these General Terms and Conditions for Sellers.

2.3. The Seller acknowledges and agrees that the provisions of these General Terms and Conditions for Sellers, as well as the provisions of the Agreement, apply exclusively to the use of the "Origen Valencia" platform for the sale of products in Spain.

THIRD.- USE OF THE DIGITAL PLATFORM AND PROVISION OF SERVICES

3.1. Subject to the execution of the Agreement: (y) Origen Valencia will authorize the Seller to register as a supplier authorized to market on the Website, through “Origen Valencia”, under the terms and conditions established in the Agreement and in these General Terms and Conditions for Sellers, only the products of its property approved by Origen Valencia (hereinafter, the “Products”); (ii) Origen Valencia will provide the Services to the Seller; (iii) the Seller will be obliged to market the Products on the Website, through the use of the “Origen Valencia” platform.

3.2. The Seller shall comply with each and every obligation arising from the General Terms and Conditions for Sellers and the Agreement, as well as those arising from any legal or regulatory provisions applicable to the marketing of the Products, using the utmost diligence in its capacity as a professional supplier.

3.3. The Seller represents and guarantees to Origen Valencia that it has the necessary organization, experience, qualifications, conditions, and capabilities, as well as the infrastructure, financial, technical, and material resources, qualified personnel, and, in general, all the necessary resources to market the Products on the Website, through "Origen Valencia," in a comprehensive, autonomous, and independent manner, at its own expense, cost, and risk, fulfilling all its obligations in a timely manner, especially, but not limited to, the purchase orders it receives. It is expressly noted that this circumstance and declaration has been the reason for Origen Valencia to enter into this Agreement.

FOURTH.- MARKETING OF PRODUCTS ON THE WEBSITE THROUGH THE ORIGEN VALENCIA PLATFORM

4.1. Generalities

4.1.1. The marketing of Products through the Website by means of the "Origen Valencia" platform, as well as the consumer relationship generated from this marketing, will be carried out directly between, and will correspond solely to, the Seller and the respective consumer interested in the acquisition of one or more Products offered by the Seller, such that the sales contract arising from the marketing of the Products will bind only the Seller and this consumer.

Consequently, it will be the sole and exclusive obligation of the Seller to duly and timely comply with the obligations contained in Royal Legislative Decree 1/2007, of November 16, which approves the revised text of the General Law for the Defense of Consumers and Users and other complementary laws or any concordant, complementary, modifying and/or substitute regulation published, which is published and/or approved with a link therein (hereinafter, the "LGDCU”), among which the following are indicated, which are listed as an example and not limited to:

  1. Responder for the suitability and quality of the Products offered on the Site website, through “Origen Valencia”; for the authenticity of the brands and legends that display their Products; due to the lack of conformity between the commercial advertising of the Products and the Products; as well as the content and useful life of the Product indicated in the packaging, where appropriate.
  2. Provide to its customers, through the Website, information in the language truthful, timely, sufficient, easily accessible Spanish, understandable and relevant to making a decision or carrying out a choice of consumption or making appropriate use or consumption of the Products.
  3. Delete of the information that I transfer to consumers, through the Website through the “Origen Valencia” platform or others means, that which induces the consumer to error regarding the nature, origin, manufacturing method, components, uses, volume, weight, measurements, price, form of occupation, characteristics, properties, suitability, quantity, quality or any other data or characteristics of the Products.
  4. Indicate, through the Website using the “Origen Valencia” platform, prominently, the total price of the Products, in currency national, which must include taxes, commissions and charges applicable. Consumers may not be forced to pay additional amounts or surcharges to the fixed price, unless it is a different or additional services such as transportation, installation or similar, the remuneration of which is not find in the price.
  5. In in case the Seller differentiated the price of the Product based on of the means of payment, such as credit cards or others, this information will have to be made known to the consumers in a prominent and visible manner.
  6. Transfer to consumers information related to ingredients, the components, the warranty conditions, the manuals use, warnings and foreseeable risks of the Products, as well as the cures to follow in case of illness.
  7. In the case of production, manufacturing, coupling, import, distribution or marketing of Products with respect to the which do not provide timely supply of parts and accessories or repair and maintenance services, or in which these supplies or services are provided with limitations, the Seller You will have to report such circumstances clearly and unequivocal to the consumer.
  8. When there are conditions and access restrictions on the Products marketed on the Website through the “Origen” platform Valencia”, these will have to be clear and sufficiently informed to consumers.
  9. No use abusive contractual and/or commercial methods or mechanisms or coercive or, in general, any analogous practice.
  10. Commercialize the Products on the Website through the “Origin” platform Valencia”, providing fair and equitable treatment throughout commercial transaction, without any act or measure that imports discrimination of any kind.
  11. rest, repair and/or return Products purchased by consumers in accordance with the LGDCU. In this case, a diligent service and use new components or spare parts and appropriate for the product or service in question.
  12. To meet the complaints filed by its consumers and respond to them the same within the legal period. For this purpose, as part of the Site website, Origen Valencia will make available to consumers a link to the Seller's Complaint Forms, in accordance with as established for the Valencian Community in the Decree 77/94, of April 12 (Leaves of claims – DOGV 20-04-1994) and in the Order 4/2013, March 26, which modifies the model of the Consumer Complaint Sheet and users (DOGV 09-09-2013).

The responsibility for addressing complaints filed by consumers in an appropriate and timely manner rests exclusively with the Sellers. While the consumer relationship developed through the Website involves the Sellers and their consumers as parties, Origen Valencia is not a party to this relationship.

Origen Valencia bears no responsibility for handling customer complaints, the functioning of the Seller's complaints book, or the provenance of these complaints.

4.1.2. All Products offered by the Seller through the Website using the "Origen Valencia" platform must be new products, the marketing of which is permitted by Spanish law, and they must comply with all applicable legal provisions in force to be properly marketed.

4.1.3. The Seller must have all necessary authorizations, licenses, consents, permits, and registrations for, including but not limited to, the lawful and regular importation, purchase, sale, storage, and distribution of the Products. The Seller must maintain these conditions throughout the term of the Agreement.

4.1.4. The Seller will have access to the "Origen Valencia" platform through a username and password assigned by Origen Valencia. The Seller agrees to use this username and password solely for the marketing of the Products, following at all times the guidelines and directives for the use of the "Origen Valencia" platform, which the Seller declares to be aware of and accept by signing this Agreement. The username, password, and all information contained within the "Origen Valencia" platform, to which the Seller will have access during the Agreement and the marketing of the Products, will be considered confidential information protected in accordance with the provisions of Clause Fourteen of these General Terms and Conditions for Sellers.

4.2. Delivery of information

4.2.1. The Seller will upload to the "Origen Valencia" platform a catalog with the Products that it wishes to market thereon. This catalog must include the following information regarding the Products, in accordance with the characteristics and specifications required by the "Origen Valencia" platform: name and type of Product to be offered, one or more photographs or images of the Product, price in euros (€) including applicable taxes, Product description, terms and conditions or user manuals, technical specifications, dimensions, weight, color, number of units available, shipping costs if applicable, exchange, return or replacement policy, and warranty (which must be the same as that applied by Origen Valencia for the marketing of its products on its website, and which the Seller declares to be aware of and accept by signing the Agreement), as well as any other information necessary for a proper understanding of the Product by consumers.

Once the information listed in the previous paragraph has been uploaded by the Seller to the "Origen Valencia" platform, an internal product code (SKU) will be generated for each Product to be marketed by the Seller, which will identify it within the "Origen Valencia" platform.

After this, Origen Valencia will initiate a verification process to determine whether the Product may be sold on the "Origen Valencia" platform and whether the information provided by the Seller meets the platform's requirements. In this case, at Origen Valencia's sole discretion:

  1. and the information relating to a Product complies with the standards minimums established by Origen Valencia, it may approve that the Product is made available to consumers in the Website, through the “Origen Valencia” platform; or,
  2. and the information relating to a Product is incomplete or does not comply with the minimum standards established by Origen Valencia, this may reject the information provided by the Seller or request additional information regarding this, opting to reject the publication and marketing of this Product in the Website. In such case, the Seller will have to supplement the information in accordance with the requirements indicated to you by Origin Valencia.

Without prejudice to the foregoing, in all cases Origen Valencia may always, based on its commercial decisions, reject the publication and marketing on the Website of one or more Products to be offered by the Seller, which will not generate liability or any payment on the part of Origen Valencia in favor of the Seller or any third party.

4.2.2. Each time the Seller needs to include a new Product on the “Origen Valencia” platform for marketing to third parties, they must follow the procedure detailed in section 4.2.1 above.

4.2.3. It shall be the Seller's sole and exclusive responsibility to keep the information regarding the Products it offers on the Website through "Origen Valencia" up to date. Therefore, the Seller must update the information regarding the Products advertised on the Website.

Once the Seller modified the information of the Products on the “Origen Valencia” platform, the changes in price and number of available units (stock) of the Products will be deemed updated once Origen Valencia informs the Seller that the change has been successful. Any other changes to the Product information must be approved in advance by Origen Valencia.

The Seller acknowledges that any modifications, whether resulting from a product update or an error attributable to the Seller in the information relating to the Products, will not affect Products that have already been sold prior to receipt of the change confirmation email sent by Origen Valencia.

4.2.4. All information made known by the Seller on the Website through the “Origen Valencia” platform must comply with the guidelines and directives that are reported for this purpose by Origen Valencia, not being able to, by way of example and not limitation, carry out false or misleading advertising regarding the Products offered on the Website, publish incorrect prices or descriptions of the Products, offer Products that are not currently available, carry out comparative or derogatory advertising of the suitability of the Products offered by Origen Valencia or by other Sellers on the “Origen Valencia” platform and/or on the Website or on other Internet portals, nor of the identity of these Sellers or Origen Valencia, among others.

4.2.5. Origen Valencia will not assume liability for incorrect information received and included on the Website through the "Origen Valencia" platform. Therefore, it is the Seller's sole responsibility to constantly review everything related to its Products, purchase orders, stock, prices, among other matters, releasing Origen Valencia from liability.

4.2.6. If the Seller intends to include new products in its catalog, it will be necessary for the Seller to have all the authorizations, licenses, consents, permits, and registrations required for, but not limited to, the importation, publication, purchase, sale, storage, and distribution of these products, and to send this information to Origen Valencia so that it can review the Seller's request. Origen Valencia will have the authority to approve or reject, at its sole discretion, the inclusion of any new product for sale on the "Origen Valencia" platform.

4.2.7. Origen Valencia may request from the Seller, at any time during the term of the Agreement, any type of information it deems appropriate regarding the Products, as well as the authorizations, licenses, consents, permits, and registrations required for, but not limited to, the importation, publication, purchase, sale, storage, and distribution of these.

4.3. Price of Products and Promotional Events

4.3.1. The sales price of the Products on the Website, through Origen Valencia, will be freely determined by the Seller and must include applicable taxes.

4.3.2. The Seller may participate in promotional events held by Origen Valencia on the Website. In this case, Origen Valencia and the respective Seller will mutually agree on the discounts that will be applied to the Products sold by the Seller during the promotional events and which Products will participate in the aforementioned events.

The Seller may also offer discounts and promotions that it deems appropriate at any time, with respect to the Products offered on the Website, through Origen Valencia.

In any case, the information regarding discounts and promotions of the Products referred to in this section, as well as the conditions, terms, validity and access restrictions, will be duly and timely transferred to consumers, and it is the Seller's obligation to promptly inform Origen Valencia of these discounts and promotions and to include this information on the "Origen Valencia" platform in accordance with the procedures indicated in section 4.2 above.

4.4. Purchase orders and dispatch of products

4.4.1. Any purchase order placed by consumers for one or more Products listed on the Website through Origen Valencia will be communicated to the Seller for processing through the "Origen Valencia" platform. This communication is carried out through platforms contracted by Origen Valencia, so in the event of a failure in this communication, Origen Valencia shall not be liable.

For these purposes, the "Origen Valencia" platform will receive the purchase order placed by the consumer and will send a notification to the Seller, indicating the specific details of the purchase order (such as the type of product, quantity, price paid, and customer information) to initiate the order confirmation process. At the same time, the "Origen Valencia" platform will also send a notification to the system with the details of the purchase order so that Origen Valencia can track it and assess compliance with the Seller's various obligations.

4.4.2. Once a purchase order has been sent to the Seller, the Seller will have a maximum period of 24 hours to comply with the following:

  1. Accept the purchase order, informing the consumer about the particular as soon as possible. It should be noted that Origen Valencia boat at any time configure the systems so that the order acceptances are automatic, without the need for consult the Seller beforehand, but by notifying him/her the existence of the accepted purchase order. For which, Origen Valencia will be based on the information that is available on the “Origen Valencia” platform at the time of the acceptance of the purchase order, which must be found updated, in accordance with the provisions of section 4.2.3 of the present Terms and General Conditions for Sellers.
  2. Coordinate the dispatch of the Products to consumers, obliging themselves to meet the delivery deadline that had been informed to the consumer at the time of sending the acceptance of the order buy.

In this regard, whenever the Seller is responsible for the dispatch of the Products, it will be solely responsible for the coordination and shipment of the Products from its place of origin to the consumer's address. Origen Valencia bears no responsibility for the coordination, dispatch, and delivery of the Products. Origen Valencia will be authorized to oversee that the shipment of the Products is carried out in accordance with established standards; it does not assume any responsibility for any aspect of the dispatch and delivery of the Products.

4.4.3. The dispatch of the Products (as well as any collection or shipment of Products resulting from the application of the exchange, return, or replacement and warranty procedure referred to in Clause Six of these General Terms and Conditions for Sellers) will be carried out directly by the Seller through its own means and using its own transport fleet, or subcontracted solely for these purposes to a transport company that meets market standards and provides its services with the utmost diligence in its capacity as a professional provider. In this case, the Seller will be required to comply with the Direct Product Dispatch Policies established by Origen Valencia in this Agreement.

4.4.4. The Seller must use appropriate means to ensure adequate protection of the goods to be transported when shipping the Products, such as boxes or bags properly packaged for the transport of goods and other security elements according to the type of Product in question. The Seller undertakes to deliver the Products in perfect condition, complying with the technical specifications offered and in perfect working order.

4.4.5. The Seller shall be obligated to monitor at all times the status of the shipment of the Products to consumers until they are fully delivered to their corresponding addresses, and to inform consumers who have requested it, either through the "Origen Valencia" platform or through direct contact between the Seller and the consumer. Communication between the Seller and the consumer shall be solely intended to communicate the status of the shipment or information regarding the delivery of the Product. Under no circumstances may this communication result in a change of date or a postponement of the delivery date informed to the consumer at the time of sending the purchase order acceptance.

Without prejudice to the foregoing, Origen Valencia, through the "Origen Valencia" platform, may oversee the coordination process for the dispatch of the Products until their effective delivery to the consumer's address, checking that the information regarding the dispatch and delivery process of the Product is kept up-to-date on the "Origen Valencia" platform, so that consumers can access this information if required. This information will be used by Origen Valencia to measure the Seller's compliance with the obligations set forth in these General Terms and Conditions for Sellers and in the Agreement, and to determine any applicable penalties.

4.4.6. Along with the delivery of the Products, consumers must be sent a copy of the duly issued proof of purchase, including the Seller's identification details, as well as any other tax documents required by applicable law.

The payment receipt will be issued directly by the Seller, under its name, business name or corporate name, as applicable, and Tax Identification Number (NIF), and will contain all data related to the acquisition of the Product in question and other information in accordance with applicable legislation.

The payment receipt will be issued for the total amount of the price paid for the Product plus the cost of its shipping, including any applicable taxes.

4.5. Collection of payments and settlement to the Seller

4.5.1. Origen Valencia will collect the value of the payments made by consumers associated with the purchase orders they have placed (price of the Products plus shipping costs, which includes applicable taxes).

4.5.2. Notwithstanding the restrictions described herein, Origen Valencia will transfer the remaining funds to the seller's connected account balance on the Stripe payment platform at least once a week. Once the funds have been transferred to their Stripe balance, the seller may configure their Stripe payment schedule to settle the funds to the bank account configured in the connected Stripe account.

4.5.3. All taxes, fees, withholdings and any other charges shall be the sole and exclusive cost and expense of the Seller.

4.6. Customer Service

4.6.1. Seller shall be solely responsible for all customer service issues related to its products or services (including pricing, refunds, item information, availability, technical support, issuance of VAT invoices where applicable, functionality, and warranty), order processing (including shipping and fulfillment), order cancellation by Seller or the consumer, returns, refunds, and adjustments, and feedback regarding experience with Seller's personnel, policies, or processes.

4.6.2. When the Seller provides customer service, it will always represent itself as a separate entity from Origen Valencia. With respect to the Seller and Origen Valencia, Origen Valencia will be solely responsible for all customer service issues related to: payments, their processing, debts or credits, and chargebacks.

FIFTH.- PRICE OF THE SERVICE

5.1. As consideration for the Services, Origen Valencia will retain the10% of the total sale amountbefore transferring the remaining funds for your services rendered to the provider.

5.2. The agreed fee shall not be subject to change based on sales, revenue, or transactions made by the Seller through the Website, unless otherwise agreed between the parties in writing.

5.3. Any modification to the fee amount will be agreed upon by both parties through the signing of a new amendment annex, which will be incorporated into these General Terms and Conditions for Sellers.

5.4. Origen Valencia will issue one (1) monthly invoice to the Seller for the agreed rate.

SIXTH.- EXCHANGE, RETURN OR REPLACEMENT POLICY AND WARRANTY

6.1. The exchange, return, or replacement policy and warranty applicable to the Products sold by the Seller must comply with all rights established in the LGDCU and other applicable regulations or instructions. Notwithstanding this, this policy must comply, at a minimum, with the same policy that Origen Valencia applies to the sale of its Products, which the Seller declares to be aware of and accepts by signing these General Terms and Conditions for Sellers.

In this regard, the Seller undertakes to respect and observe the rights recognized by the LGDCU in general, with special attention to those that may be exercised in relation to the Products sold on the Website through the "Origen Valencia" platform, also taking as a parameter the regulations established for this purpose by Origen Valencia.

6.2. The Seller must clearly inform consumers, through the Website, of the exchange, return, or replacement policy and warranty applicable to each of the Products offered and marketed on the Website through "Origen Valencia."

6.3. Origen Valencia shall have no liability in relation to the policies and rights referred to in this clause with respect to the Products that the Seller offers and markets through "Origen Valencia." In this regard, the Seller shall be solely responsible for compliance with and observance of such policies and rights.

6.4. It shall be the Seller's sole and exclusive obligation to provide consumers with technical service for the Products they have purchased and for which the consumers have requested its origin.

6.5. Any request for an exchange, return, replacement, or warranty must be made by the consumer directly to the Seller, provided that Origen Valencia has indicated this in advance of coordination with the Seller. Origen Valencia does not feel it is necessary for it to intervene in this communication.

Once a consumer has expressed their intention to return, exchange, or provide technical service for a Product, the Seller must contact the consumer to inform them of their right to return, replace, or replace the purchased Product, as well as the conditions, restrictions, and timeframes under which this right applies, in compliance with the provisions of the LGDCU. Likewise, the Seller will coordinate with the consumer the shipment of the Product to the Seller's premises or to a designated Logistics Operator agency, or the collection of the Product from the customer's home.

The Seller must perform an analysis of the fault, defect or malfunction of the Product and inform Origen Valencia of the results of this analysis, indicating the appropriateness or inappropriateness of the return, exchange or technical service in relation to the Product. The deadline for completing this report and communicating its results to Origen Valencia will be two (2) business days from the date the Product is in the possession of the Seller. Once the report has been received and approved by Origen Valencia, the Seller will inform the consumer—within the deadlines established in the exchange, return or replacement and warranty policy—of the conclusions of the report and the alternative solutions offered.

Without prejudice to the above:

  1. When the consumer's request is for a return, in case the Seller exceeded the period of two (2) business days referred to in the previous paragraph, it will automatically be taken as accepted the return and the money will be refunded to the customer affected.
  2. And The Seller does not collect the Product from the specified location within a specified period maximum of 48 hours or you do not receive/accept the Product from the Logistics Operator or the client, it will be considered as a fault and will be will proceed to accept the client's request as appropriate automatically and make the corresponding refund.
  3. In In the event that the customer's request is a change of Product, the Seller will have to send a new Product, all this in coordination with the Origen Valencia team.
  4. In In case of missing parts in orders, the Seller will have to automatically send the missing part if it is within seven (7) days of the claim being valid for part of the client.

In all cases described in this section, the cost of the respective dispatch/shipping (including the collection or shipment of the Product from any location or address of the customer) will be assumed by the Seller.

6.6. The provisions set forth in this clause affect the sole and exclusive liability of the Seller in its capacity as supplier and direct seller of the Products to consumers through the "Origen Valencia" platform on the Website. For this reason, Origen Valencia will forward any request made by consumers regarding the return, exchange, or technical service of a Product to the Seller for resolution between the Seller and the consumer directly.

SEVENTH.- INTELLECTUAL PROPERTY

7.1. The Seller represents and warrants that the Products advertised and/or marketed through the Website on the "Origen Valencia" platform were acquired with resources derived from legitimate activities and were legally introduced into Spanish territory and the local market. The Seller acknowledges that it is solely responsible for the images, brands, descriptions, and Products advertised, published, and/or sold through "Origen Valencia." The Seller represents and warrants that the Products were acquired by the Seller after their legitimate commercialization in any country by the corresponding trademark holders or with their express consent, in compliance with applicable legal provisions.

It shall be the Seller's obligation to have all intellectual and industrial property rights over the distinctive signs (or any element protected by intellectual and industrial property) under which the Products are advertised and/or marketed under the terms of these General Terms and Conditions for Sellers, the Seller being obliged to release Origen Valencia from all civil, criminal, administrative and/or any other liability in relation to any allegation relating to the use of distinctive signs and, in general, elements protected by intellectual and industrial property, on the part of the holders of these, and the Seller being obliged to hold Origen Valencia harmless from any and all claims, judicial, administrative and/or any other nature claims that third parties may make regarding the use of such elements under which the Products are marketed on the Website through the "Origen Valencia" platform, as well as any other industrial or intellectual property rights alleged over these elements, keeping Origen Valencia completely harmless with respect to such claims in the event that they were partially accepted. This obligation shall continue to exist even after the termination of the Agreement for all applicable periods in accordance with the respective legal provisions.

The Seller undertakes to deliver to Origen Valencia, upon request and immediately, all documentation that proves—to the satisfaction of Origen Valencia—the legality of the merchandise, its origin and its legal importation or acquisition and stay in the country, as well as that which proves—to the satisfaction of Origen Valencia—that it has all intellectual and industrial property rights over the distinctive signs under which the Products are advertised and/or marketed.

7.2. The Seller is absolutely and without exception prohibited from publishing and/or marketing on the Website products that are counterfeit, replicated, copied, or in any way adulterated, giving the impression that they are original or authentic products.

The Seller must refrain from publishing and/or marketing on the Website products whose distinctive signs (or any element protected by intellectual and/or industrial property) have been falsified or copied, or are an exact or similar reproduction of distinctive signs, images or distinctive characteristics of a product or supplier on the market, or which in any way exploit or imitate them.

The Seller shall defend and hold Origen Valencia harmless from any claim made in this regard, under the same terms indicated in Clause 7.1 above and in the Agreement.

EIGHTH.- SANCTIONS

8.1. The Seller's failure to comply with any of the obligations established in these General Terms and Conditions for Sellers and/or in the Agreement (such as, for example, the offer and/or marketing of Products other than those agreed upon with Origen Valencia, the lack of complete and timely delivery of the Products purchased by consumers under the terms offered on the Website through the "Origen Valencia" platform, the delivery of defective Products, failure to comply with the exchange, return, replacement or warranty policies, among others) will entitle Origen Valencia to revoke the Seller's access to the platform.

8.2. Revocation of access to the platform will not prevent Origen Valencia from suing the Seller for compensation for any damages or losses that may be incurred by it, should it deem it to have suffered greater damages than the penalty.

8.3. The Parties declare that one of their main objectives is to provide consumers with quality service in relation to the marketing of the Products they purchase through the Website via the "Origen Valencia" platform. Consequently, the Seller shall be obligated to maintain optimal service standards throughout the term of the Agreement regarding the marketing of Products, the shipping of the Products, and the associated sales service (returns, exchanges, replacements, or warranty of the Products).

8.4. In order to verify such standards, and without prejudice to the internal rating carried out by Origen Valencia through the indicators reported to the Seller through the "Origen Valencia" platform, Origen Valencia will implement a mechanism on the Website that allows consumers to rate the Products marketed by the Seller, the dispatch process and the sales service provided (return, exchange, replacement or warranty of the Products).

8.5. In the event that the Seller fails to comply with: (i) the service standards defined in the Agreement and in the General Terms and Conditions for Sellers; (ii) the guidelines communicated to it by the Agreement Administrator on behalf of Origen Valencia; or (iii) any other obligations set forth in these General Terms and Conditions for Sellers, receiving negative ratings from consumers and/or the internal review process conducted by Origen Valencia, Origen Valencia may partially or totally suspend, temporarily and/or permanently, the Seller's account on Origen Valencia, and/or terminate this Agreement by right in accordance with Clause Seven of the Agreement, leaving the Seller unable to continue marketing Products on the Website, without this generating any compensation in favor of the Seller. The Parties declare that the fact that Origen Valencia first proceeded with the suspension of the Seller's account is not an impediment because Origen Valencia subsequently opted to terminate the Agreement and consequently these General Terms and Conditions for Sellers.

NINTH.- RESPONSIBILITY

9.1. The offer and marketing of products through the Website via the "Origen Valencia" platform will be carried out directly between the Seller and consumers, with Origen Valencia's work being limited to: (i) carrying out those activities aimed at making information available to consumers regarding the Products to be offered and marketed by the Seller on the Website via the "Origen Valencia" platform; (ii) collecting payments made in connection with the marketing of Products thereon; and (iii) fulfilling any other obligations expressly established for Origen Valencia in these General Terms and Conditions for Sellers and in the Agreement.

9.2. Origen Valencia will only provide the Seller with a virtual space that will allow them to contact different consumers via the Internet so that the Seller can offer and market their Products. This is without prejudice to the fact that compliance with the conditions for the offer and marketing of such Products, as well as all related aspects, is the sole and exclusive responsibility of the Seller.

9.3. Origen Valencia is not the owner of the Products that will be marketed through the Website via the "Origen Valencia" platform; it does not possess them, nor will it offer them for sale to consumers.

9.4. Origen Valencia will not intervene in the completion of transactions between the Seller and consumers through the Website via the "Origen Valencia" platform, nor in the conditions under which these transactions are agreed.

9.5. Consequently, the Seller is solely responsible for the marketing of its Products on the Website through the "Origen Valencia" platform, as well as for compliance with each and every one of the obligations legally and contractually required by it in its capacity as supplier in the consumer relationship generated with the consumer from this marketing. In this sense, Origen Valencia will not be responsible for the existence, quality, condition, quantity, legitimacy, integrity, or any other characteristic of the Products offered and/or marketed by the Seller to consumers through the Website via the "Origen Valencia" platform. Origen Valencia will also not be responsible for any failure to deliver (including, but not limited to, late delivery, incorrect delivery, loss of the Product, or delivery to a different location than agreed), return, exchange, replacement, or warranty of the Product, unless the alternative for the dispatch of the Products indicated in Clause Four of these General Terms and Conditions for Sellers has been used.

9.6. The Seller undertakes not to use the "Origen Valencia" trademark, or any other distinctive signature or element registered and protected by the industrial and intellectual property owned by Origen Valencia or Mr. Boonen or their related companies, and must refrain from sending, by any public means, coupons, documents or information of any kind that may be associated with the aforementioned trademarks, distinctive signatures or elements.

TENTH.- VALIDITY

10.1. These General Terms and Conditions for Sellers will take effect upon signing of the Agreement, which will be deemed to be the date of signature of this document, and will remain in effect for the entire term of this Agreement, including any extensions.

The General Terms and Conditions for Sellers shall be deemed accepted by the Seller from the moment the Seller signs the Agreement.

10.2. Upon termination of the Agreement for any reason, Origen Valencia will remove the Seller from its "Origen Valencia" platform, eliminating all Products published by the Seller on the Website and proceeding to deliver the amounts collected by Origen Valencia as a result of the provision of the Services, within the regular deadlines agreed in section 4.5 of Clause Four of the General Terms and Conditions for Sellers.

10.3. Termination of the Agreement and, consequently, of the General Terms and Conditions for Sellers, shall be formalized by express written communication from one of the Parties regarding its intention to terminate the Agreement. This communication must be made with at least ONE (1) further notice.

10.4. Breach of this Agreement, or any of the General Terms and Conditions for Sellers, by either Party shall entitle the other Party to terminate the Agreement without notice from the date of the breach.

10.5. Without prejudice to the termination of the Agreement, and regardless of its cause, the obligations of the Seller towards Origen Valencia established in Clauses Six, Seven, Ninth, Thirteenth, Fourteenth and Fifteenth of these General Terms and Conditions for Sellers will remain in force throughout the corresponding legal prescription period, as well as those provisions of these General Terms and Conditions for Sellers and the Agreement, which are related to the dispatch, exchange, return, replacement, technical service and warranty of the Products that have been purchased by consumers before the termination of the Agreement.

ELEVENTH.- COMMUNICATIONS

11.1. Each party shall designate one or more Agreement Administrators, who, by their sole designation, shall be deemed duly and sufficiently empowered to represent it in all matters related to the administration and enforcement of these General Terms and Conditions for Sellers and the corresponding Agreement. The Agreement Administrators shall be defined internally by each party, and each party may modify them at its sole discretion. The other party shall be required to inform the other party of the name of the new Agreement Administrator by any written means, or by means provided by Origen Valencia.

11.2. The name, telephone number, email address, and other contact information of the Agreement Administrator for the Valencia Origin Party will be defined below:

  • Name: Gilles Thomas Georges Boonen
  • Telephone: +34 638 27 56 50
  • Email: gilles@origen.eco

11.3. The name, telephone number, email address, and other contact information for the Provider's Agreement Administrator will be defined in the Provider's account at the time of its creation or editing. It is the Provider's responsibility to ensure that this information is kept up-to-date and accurate.

11.4. All communications between the parties regarding these General Terms and Conditions for Sellers and/or the relevant Agreement shall be addressed to the Agreement administrator of the relevant party.

TWELFTH.- TRANSFER

12.1. The Parties may not assign the Agreement, these General Terms and Conditions for Sellers, or any rights or obligations arising from them, except with the prior express written consent of the other Party.

12.2. Without prejudice to the foregoing, Origen Valencia shall be authorized to assign the Agreement, as well as these General Terms and Conditions for Sellers, or any of the rights or obligations arising from them, to any of the companies that form part of its business group or that directly or indirectly belong, in whole or in part, to Mr. Boonen. For these purposes, the definition of a group of companies set forth in Article 42 of the Commercial Code shall apply, as referred to in Article 18 of the Revised Text of the Capital Companies Law.

THIRTEENTH.- PROTECTION OF PERSONAL DATA

13.1. The Parties acknowledge that the execution of the Agreement and the General Terms and Conditions for Sellers will include the access, exchange, transfer, and, in general, processing of personal data corresponding to their customers and consumers.

13.2. By the aforementioned, the Parties guarantee that the processing of personal data to be carried out within the framework of the Agreement and the General Terms and Conditions for Sellers will be carried out in strict confidentiality, observing and complying with the provisions regulated in the Agreement and in the General Terms and Conditions for Sellers, as well as with the provisions contained in Organic Law 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights. (hereinafter, the "LPDP”), as well as the concordant, complementary, modifying and/or substitute regulations issued, which are issued and/or approved on the matter.

13.3. Consequently, in a special and merely enunciative manner, the Parties declare that:

  1. For the processing of personal data referred to in the Agreement and the General Terms and Conditions for Sellers, including the transfer of these, the parties have adopted the measures technical, organizational and legal requirements required by the LPDP.
  2. He processing of personal data provided for in the Agreement and in the General Terms and Conditions for Sellers, including the transfer of these, is carried out and will be carried out guaranteeing the confidentiality and security of the content of such data personal claims in accordance with the LPDP, as well as taking all measures deemed reasonable to avoid its alteration, loss, treatment or unauthorized access.
  3. The rules and provisions on confidentiality of information provided for in the Agreement and in the General Terms and Conditions for Sellers, as well as those provided in the LPDP, are of observance, where applicable, of data processing personal data provided for in the Agreement and in the Terms and Conditions General for Sellers. In case of doubt or contradiction, between any provision contained in the Agreement or in the Terms and General Conditions for Sellers, and those contained in the provisions of the LPDP, its complementary and amending regulations and/or substitutes, the latter will prevail.
  4. The holders of the personal data being processed have been duly informed in a prior, simple, express manner, detailed and unequivocal information on the purpose for which they have been collected your personal data, the treatment that such data personal data will be received, the way in which this data processing personal will be carried out, the Parties in charge of the aforementioned treatment and, in general, the technical, organizational and legal measures adopted to ensure confidentiality and security in the processing of your personal data.
  5. The Parties have obtained the free, prior, consent and authorization, informed, express and unequivocal information to the holders of such data personal data in the terms established by the LPDP.
  6. The holders of the personal data being processed have been duly informed in a prior, simple, express manner, detailed and unequivocal information about your rights to information, access, update, inclusion, rectification, deletion, impediment of supply, opposition, objective treatment, protection, compensation and, in general, on the rights that assist them in the framework of the LPDP.
  7. The holders of the personal data being processed have been duly informed in a prior, simple, express manner, detailed and unequivocal information on the media and/or channels through which which makes it possible to exercise the rights referred to in the literal anterior.

13.4. The processing of personal data provided for in this clause and, in general, to which the Agreement and the General Terms and Conditions for Sellers refer, will be implemented in strict compliance with the LPDP, the concordant, complementary, modifying and/or substitute regulations published, which are published and/or approved with a link thereto, as well as in attention to the content of the consent granted by the owners of such personal data.

FOURTEENTH.- CONFIDENTIALITY

14.1. The Seller hereby accepts and acknowledges the essential nature of the obligation entered into herein, which is related to the need to maintain the most complete and absolute confidentiality and reserve of everything that may come to its knowledge, or to which it may have access directly or indirectly and that has or may have a relationship with the particular or general business or activities of Mr. Boonen and Origen Valencia, its parent companies, subsidiaries and affiliates, or clients, both during the term of the Agreement and the General Terms and Conditions for Sellers, as well as after its termination.

Especially regarding everything related to commercial terms and conditions, business matters, contracts, technology, projects, product specifications, platforms, operations, designs, patents, formulas, plans, manufacturing secrets, know-how, commercial ideas, industrial and technical information, and in general, on any other matter that is related to the object of the Agreement and the General Terms and Conditions for Sellers, or related to the products or the general operation of Origen Valencia and other aspects or information, whatever its nature and that ultimately, turn out to be that information that is owned by Origen Valencia and that it is presumed that the latter is of no interest to be disclosed or applied by persons other than those whom I expressly authorize for such purpose.

14.2. Consequently, this information, if applicable, may only be used by the Seller during the term of the Agreement and the General Terms and Conditions for Sellers, in the manner and under the conditions necessary to properly comply with it, and always subject to the Seller's obligation to immediately inform Origen Valencia of any real or potential conflict of interest that the Seller may have or may have with respect to such information in relation to its own activities that it may currently or in the future provide for other entities.

14.3. Likewise, the Seller acknowledges and accepts that the aforementioned confidentiality and reserve will remain in effect permanently, indefinitely, and regardless of the validity or termination of the Agreement and the General Terms and Conditions for Sellers. Likewise, the Seller may not have direct communication with the customer, except as permitted in accordance with these General Terms and Conditions for Sellers, nor may it conduct any advertising or publicity, make offers, or take any other unauthorized action through Origen Valencia order shipments. Likewise, upon termination of the Agreement and the General Terms and Conditions for Sellers, the Seller must immediately and in a single act return each and every one of the documents and other material information in its possession that is the property of or related to Origen Valencia's activities or affairs.

14.4. The Parties understand that the foregoing also applies to the Seller's employees, related companies, representatives, and partners, and that the Seller must take all necessary measures to ensure that these individuals are constantly informed and comply with this obligation of confidentiality and secrecy.

Consequently, the Seller shall assume liability to Origen Valencia for any harm or damage, whether foreseen or unforeseen, that may affect the latter and that may arise directly or indirectly as a result of the Seller's and the aforementioned individuals' voluntary or involuntary failure to comply with the obligation of confidentiality and secrecy expressly referred to in this clause. To this end, the Seller undertakes to sign the corresponding agreements with the aforementioned individuals, thereby extending the aforementioned prohibitions to them.

14.5. However, information that is not considered confidential will not be considered confidential information if:

  1. is public knowledge or became public knowledge for reasons not attributable to the Parties;
  2. these previously held by the receiving Party of the information and that Party possesses tangible records of this prior knowledge; or,
  3. is brought to the receiving Party's attention in good faith by a third party who has the right to disclose it.

FIFTEENTH.- RELATIONSHIP BETWEEN THE PARTIES

15.1. The Parties acknowledge that the conclusion of this Agreement, as well as the application of the General Terms and Conditions for Sellers, do not constitute a partnership agreement between Origen Valencia and the Seller, nor does it create a partnership between the Parties.

In no case may the Agreement or these General Terms and Conditions for Sellers be interpreted as or lead to the existence of a partnership relationship,joint venture, employment contract, or any other relationship of a similar nature. These Terms and Conditions for Sellers, as well as the corresponding Agreement, do not correspond to a commercial agency, brokerage, or commission contract, and may not be construed in such a way as to lead to the application of these contractual forms. To this end, the Seller acknowledges and accepts that it has its own physical, administrative, and financial infrastructure, completely independent of Origen Valencia. Nothing contained in this Agreement or in the General Terms and Conditions for Sellers shall be construed to justify a finding of the existence of any relationship between the Seller and Origen Valencia inconsistent with that condition.

15.2. The Parties expressly state that these General Terms and Conditions for Sellers and the Agreement have the sole purpose indicated in Clause Three of this instrument, that they do not create any link of subordination or dependence with respect to Origen Valencia, releasing the Seller, its parent companies, subsidiaries and affiliates, shareholders, directors, managers, officers, representatives, employees, advisors, subcontractors and/or agents, from all liability in this regard and the Seller, in turn, declares that it will be the sole party responsible before third parties for any rights that may be alleged derived from labor, social security, occupational safety laws, or any other law that has or may have its origin in an employment contract, and that is alleged due to the General Terms and Conditions for Sellers or the Agreement entered into between Origen Valencia and the Seller.

SIXTEENTH.- APPLICABLE LAW AND DISPUTE SETTLEMENT

16.1. The Parties agree that the General Terms and Conditions for Sellers and the Agreement shall be governed by the laws of the Kingdom of Spain.

16.2. Likewise, it is established that any discrepancy, conflict or controversy that may arise between the Parties as a result of the interpretation or execution of these General Terms and Conditions for Sellers, or the Agreement, including those related to its nullity, voidability, ineffectiveness and invalidity, as well as any direct or indirect effect or consequence linked to it, whether of a contractual or extra-contractual nature, will be resolved preferably by mutual agreement.

16.3. In the event that this discrepancy, conflict, or controversy cannot be resolved by mutual agreement, the Parties waive the jurisdiction of their domiciles and submit to the jurisdiction of the judges and courts of the city of Valencia.