Last Updated: May, 17, 2018

Market Wagon LLC Vendor Agreement

1. DEFINITIONS

“Market Wagon” shall mean Market Wagon LLC is an Indiana Limited Liability Company.

“Market Wagon Services” shall mean the use of this website, listing products, accessing orders, or otherwise using this Market Wagon website, any information provided as part of this website, or any related marketing, transaction, or delivery services provide by Market Wagon or its affiliates which are offered or managed, in whole or in part, using this website.

“Vendor” shall mean any farmer, artisan, individual, or entity using Market Wagon Services to list, sell, or deliver products to end consumers.

2. ACCEPTANCE OF MARKET WAGON VENDOR AGREEMENT

By accessing this website, you are entering into a legally binding agreement with Market Wagon based on the terms of this Vendor Agreement. If you are using Market Wagon Services on behalf of a company or other legal entity, such entity is bound by this Vendor Agreement.  If you do not want to be bound by this Vendor Agreement, do not conclude this agreement, and do not access this website. 

3. CONDITIONS OF USE

  1. The Vendor must be preapproved by Market Wagon to use Market Wagon Services.  Market Wagon reserves the right to reject a product or to refuse Market Wagon Services to a Vendor for any reason.
  2. Vendor must hold all required permits and or certifications required for consumer sales and be able to present documentation thereof at any given time.
  3. Vendor shall not sell or distribute any item prohibited by law.
  4. Market Wagon has the final determination in regards to acceptable products, product photos, product descriptions, vendor photos, and vendor descriptions to be conveyed using Market Wagon Services.
  5. The Vendor agrees that they will have at least one (1) person, employee or staff as the designated contact for Market Wagon.
  6. Vendor agrees not to solicit business away from Market Wagon in any communication using Market Wagon Services, including tote inserts, listing verbiage, or other customer interactions provided through the Market Wagon Services.
  7. Vendor will seek to adhere to the further listing requirements, guidelines, instructions, and tips as may be provided by Market Wagon's from time to time.
  8. At Market Wagon's sole discretion, products may be consigned by Vendor to Market Wagon in exchange for fees to cover both the storage and the placement of product into customer totes on Vendor's behalf. Consigned product remains the property of the Vendor, as does the responsibility for maintaining inventory and rotating dated product.

 

4. GENERAL PROCEDURES AND WORKFLOW

  1. Vendor will note available inventory on this Market Wagon website. 
  2. Vendor may elect to stop or to suspend use of Market Wagon Services at any time and without notice, provided that suspension does not violate any of the other terms herein, namely 4(e) below.
  3. Market Wagon will send a detailed email outlining the products, quantities, and customers to whom they are destined, hereinafter the “Pick Ticket,” on a pre-determined schedule.
  4. The Vendor will then deliver according to the Pick Ticket to the physical location at specified date(s) and time(s) determined by Market Wagon. 
  5. If Vendor has one or more items on a pick ticket, Vendor MUST deliver.
  6. Market Wagon does not make any guarantees relating to quality or safety of food.  This is the sole responsibility of the Vendor.
  7. Highly perishable products shall be delivered in good condition.
  8. Rotted, damaged, diseased, insect damaged and unmarketable products will not be acceptable under any circumstances. 
  9. Vendor shall not substitute any product of similar nature for product already posted and “pre-ordered” by the customer. 
  10. If products cannot be delivered due to human error, mechanical error or natural disaster.  The Vendor must contact Market Wagon in a timely manner. 
  11. Market Wagon reserves the right to assess a fee per item not delivered accurately according to the Pick Ticket.
  12. Vendor must deliver all product properly packaged according to Market Wagon guidelines for the particular commodity.
  13. Unless Market Wagon has agreed in advance to place consigned product from Vendor into customer totes on Vendor's behalf, Vendor must arrive at Market Wagon in time and with sufficient staff to complete all the customer placements according to the Pick Ticket within the time allotment that Market Wagon sets.
  14. Vendor may not insert any material into a customer’s tote that was NOT included on their Pick Ticket without written Market Wagon approval.

5. MEMO OF UNDERSTANDING

  1. It is understood that certain foods and products have varying availability seasonally.  Therefore, it is not required that the Vendor post inventory each week.  It is understood, however, that the Vendor will make every effort to supply Market Wagon as products are available for consumers to purchase.
  2. Vendors set the price on their product.  It is understood that a fair market price for products is ideal.  It is understood that customers, not Market Wagon, decide what a fair price for any product might be. Market Wagon does not ensure, nor prefer, that a Vendor will be the exclusive supplier of any one product.  
  3. It understood that a discount of the retail sale price shall be retained by Market Wagon in exchange for Vendor’s use of Market Wagon Services.  The remaining net amount of the retail sale price is paid to Vendor.

 

6. RISK AND INDEMNIFICATION

Market Wagon is not a wholesaler, retailer, merchandiser, or reseller of any products offered for sale through Market Wagon Services.  By using this website, Vendor agrees that Market Wagon is being enlisted as a courier for products Vendor sells to end consumers via this website. Vendor shall obtain and maintain, at its own expense, commercial general liability insurance (including products liability and/or umbrella coverage).  Vendor shall, at its own cost and expense, indemnify, defend and hold harmless Market Wagon, its directors, officers, employees, contractors, affiliates and agents from and against any and all allegations (even though such allegation may be false, fraudulent or groundless) asserted in any claim, action, lawsuit, investigation or proceeding (“Claims”) arising out of or relating to:

  1. A breach by Vendor of this Agreement
  2. Claims of copyright, patent, trademark or other intellectual property right.
  3. The death, illness, or injury to a person or property arising out of or related to the Vendor's product(s).
  4. The failure of the Vendor to comply with any express or implied warranties.
  5. The packaging, tagging, labeling, advertising, packing, shipping and/or delivery of any Vendor product(s).
  6. Violation by Vendor of any applicable Laws.

7. STANDARD OPERATING PROCEDURES

Market Wagon has published Standard Operating Procedures ("SOP") for Vendors that, among other purposes, ensure food safety and compliance with food regulations. By reference here, the "SOP - Food Safety - Vendors - IN - 20180215.pdf" document is a part of this agreement, and adherence to the guidelines therein is a condition of this agreement. Market Wagon reserves the right to update the SOP at any time.