This Vendor Agreement (“Agreement”) is entered into as of the date when the Vendor submits their registration to Barnnova.com (“Effective Date”), by and between:
Barnnova.com
1504 Old Country Rd.
Westbury, NY 11590
(Hereinafter referred to as the “Company“)
and
Any enterprise or individual applying to become a Vendor (“Vendor“).
RECITALS
WHEREAS the Company operates an online retail marketplace at Barnnova.com, facilitating multiple vendors to sell products worldwide;
WHEREAS the Vendor desires to sell products through the Platform and establish an online store on Barnnova.com;
WHEREAS Barnnova.com is an American company selling globally, and all products sold by Vendor must meet applicable standards and regulations of the United States, European Union (“EU”), and other jurisdictions;
NOW, THEREFORE, the parties agree as follows:
1. INTRODUCTION
Barnnova.com (also known as “we,” “us,” or “our”) is an online marketplace accessible via Barnnova.com and related services (“Site“). By using the Site, you accept these Terms and Conditions (“Terms“). If you do not agree, do not access or register on the Platform. This Agreement is effective upon your registration or first use of the Platform.
Barnnova.com is owned and operated by BPP International Group Inc, a company registered in the USA, with its registered office at 1504 Old Country Rd, Westbury, NY 11590.
The Company reserves the right to modify these Terms at any time with reasonable notice. Continued use of the Site following changes signifies acceptance.
2. CONDITIONS OF USE
2.1 Your Account
-
To access certain services, you must create an account and provide accurate information.
-
We may invalidate or suspend accounts or credentials at our discretion without prior notice.
-
You are responsible for maintaining the confidentiality of your login details and for all activities on your account.
-
You agree to immediately notify us of any unauthorized use or breach of security.
-
You are responsible for any activity under your account, and you agree to indemnify us against losses arising from your failure to do so.
2.2 Privacy
Please review our Privacy Policy. Your personal data will be handled in accordance with applicable laws. If you object to how your data is used, do not use the Site.
2.3 Platform for Communication
The Site facilitates transactions between buyers and vendors. We are only a platform provider and do not control or guarantee product quality, accuracy, or delivery.
2.4 Continued Availability of the Site
We strive for high availability but do not guarantee continuous, error-free access. Maintenance or technical issues may temporarily suspend or restrict access.
2.5 License to Access the Site
-
You must be at least 18 years old or have parental supervision.
-
We grant a limited, revocable license for personal use of the Site.
-
Commercial use or resale is prohibited unless explicitly permitted.
-
Content on the Site belongs to us or its licensor and may not be reproduced or exploited commercially without permission.
-
You agree not to perform activities that violate these Terms or applicable laws.
2.6 Your Conduct
You agree not to:
-
Use the Site for unlawful, fraudulent, or harmful activities.
-
Use offensive, obscene, or infringing content.
-
Distribute viruses or malicious software.
-
Impersonate others or misrepresent yourself.
-
Interfere with the Site’s operations or other users’ access.
2.7 Your Submissions
-
You grant us a license to use all content you submit (e.g., reviews, comments) for platform purposes. You retain ownership of your submissions.
-
You grant us the right to use your name and content for platform-related purposes.
-
You agree not to submit false or misleading information.
2.8 Claims Against Objectionable Content
-
Notify us immediately at info@Barnnova.com of any offensive or illegal content.
-
Include sufficient details to support your claim.
-
We will investigate and take appropriate action.
2.9 Claims of Infringement (DMCA Procedure)
-
Notify us at info@Barnnova.com with detailed evidence of infringement.
-
Your notice must include: (a) identification of the copyrighted work or trademark; (b) identification of the infringing material; (c) your contact information; (d) a statement of good faith belief; (e) a statement under penalty of perjury that the information is accurate; and (f) your physical or electronic signature.
-
Incomplete or false claims may be invalid or subject to legal penalty.
-
Respect manufacturer distribution rights; violations do not necessarily constitute IP infringement.
2.10 Trademarks and Copyrights
All trademarks, logos, and intellectual property on the Site are owned by us or their respective owners. Unauthorized use is prohibited.
2.11 Disclaimer
We are not responsible for seller actions, product quality, or legal compliance. Content is provided “as is,” and we do not guarantee accuracy or safety. Disputes are between you and the seller.
3. PRODUCT LISTING, QUALITY CONTROL, AND PROHIBITED PRODUCTS
3.1 Product Listing and Compliance
Vendor shall ensure all Product listings are accurate, complete, and compliant with applicable laws, standards, and safety regulations of the relevant jurisdictions, including the U.S. and EU. Vendor shall promptly correct inaccuracies upon notification.
3.2 Quality Control and Inspection
The Company reserves the right to inspect, verify, or test Products for compliance. The Vendor shall cooperate and provide documentation or samples upon request.
3.3 Product Safety Certifications
Vendor shall maintain all necessary regulatory certifications, documents, and safety standards for all Products listed, including but not limited to:
-
(a) FDA requirements for food, drugs, cosmetics, and medical devices;
-
(b) CPSC requirements for children’s products and consumer goods;
-
(c) FCC requirements for electronic devices;
-
(d) EU CE marking for products sold into the EU;
-
(e) REACH and RoHS compliance for applicable products;
-
(f) Any other applicable federal, state, or international regulations.
Vendor shall produce such documentation upon request within 5 business days.
3.4 Prohibited Products
Vendor shall not list or sell any of the following on the Platform:
-
(a) Counterfeit, stolen, or illegal goods;
-
(b) Weapons, firearms, or ammunition;
-
(c) Controlled substances, drugs, or drug paraphernalia;
-
(d) Live animals;
-
(e) Hazardous materials;
-
(f) Human remains or body parts;
-
(g) Sexually explicit materials;
-
(h) Items that infringe third-party intellectual property;
-
(i) Items that violate any applicable law or regulation;
-
(j) Any other items designated as prohibited by the Company from time to time.
The Company reserves the right to remove any listing that violates this section and to terminate this Agreement immediately.
4. BRAND INFRINGEMENT & INTELLECTUAL PROPERTY
4.1 Vendor IP Warranty & Indemnity
Vendor represents and warrants that:
-
(a) All Products listed do not infringe, dilute, or misappropriate any third-party trademark, copyright, patent, or other intellectual property right;
-
(b) Vendor has all necessary rights and licenses to use any brand names, logos, images, or descriptions in its listings;
-
(c) Vendor is not selling counterfeit, replica, or unauthorized goods.
Vendor shall indemnify, defend, and hold harmless Barnnova from any claims, damages, or liabilities arising from Vendor’s breach of this section, including all legal fees.
4.2 Takedown Rights
Upon receiving a valid trademark complaint or having reasonable belief that a listing infringes third-party rights, Barnnova may immediately remove or disable the listing without prior notice. Vendor shall cooperate fully, including providing invoices, supply chain documentation, or authorization letters within 48 hours of request.
4.3 Repeat Infringer Policy
Barnnova may terminate this Agreement immediately if Vendor receives two or more valid trademark infringement complaints within any 12-month period, or if Vendor fails to provide documentation proving its right to sell branded goods.
4.4 Brand Usage Restrictions
Vendor shall not:
-
(a) Use brand names in listing titles or descriptions in a way that suggests endorsement or affiliation;
-
(b) Use brand-related hashtags on social media promoting Vendor’s store;
-
(c) Make authenticity claims without independent documentation.
Vendor shall use brand names solely for factual identification of genuine products.
4.5 Brand Enforcement Cooperation
Vendor shall cooperate with Barnnova and brand owners in investigating infringement complaints, including providing supply chain invoices and responding to information requests within 5 business days.
5. PRICING, PAYMENTS, AND COMMISSIONS
5.1 Price Setting
Vendors should set and update prices in accordance with policies. All pricing must be accurate.
5.2 Commission & Payment
The Company shall deduct a commission of [insert percentage]% on each sale. Payment of net proceeds will be made within 24 days of receipt of funds, via [payment method].
5.3 Payment Hold-Back
The Company may withhold payment of net proceeds for up to 30 days from receipt of funds to allow for potential returns, refunds, or chargebacks. Vendor agrees that the Company may deduct any refunded amounts from future payments or require immediate reimbursement.
5.4 Taxes
Vendor is solely responsible for determining, collecting, remitting, and reporting all applicable sales, use, value-added (VAT), goods and services (GST), and other taxes arising from the sale of Vendor’s Products through the Platform. The Company may collect and remit taxes on Vendor’s behalf where required by law, and Vendor shall cooperate with the Company to ensure compliance. Vendor shall indemnify the Company for any tax liability arising from Vendor’s failure to comply with this section.
6. ORDER FULFILLMENT AND SHIPPING
6.1 Fulfillment
Vendor shall ship products within [X] business days of order receipt. Shipping costs are borne by Vendor unless otherwise agreed. Vendor bears the risk of loss or damage during shipment.
6.2 Packaging & Delivery
The Vendor shall ensure proper packaging and timely delivery to prevent damage or disputes.
7. RETURNS, REFUNDS, AND CUSTOMER SERVICE
7.1 Returns & Refunds
Vendor shall accept returns and process refunds in accordance with Barnnova’s Returns & Refunds Policy, which is incorporated by reference. The Vendor shall handle all return logistics and customer communication, with assistance from the Company if necessary.
8. LIABILITY, INDEMNITY, AND WARRANTIES
8.1 Product Liability & Warnings
Vendor warrants that all Products comply with applicable safety standards and carry appropriate warnings and instructions. The Company shall not be liable for injuries or damage caused by Vendor’s Products.
8.2 Indemnity
Vendor shall indemnify and hold harmless the Company from any claims, damages, or liabilities resulting from infringement of intellectual property rights, breach of safety standards, or non-compliance with applicable laws.
8.3 Product Compliance & Certifications
Vendor shall maintain all necessary regulatory certifications, documents, and safety standards for all Products listed and shall produce such documentation upon request to ensure ongoing compliance.
9. CONFIDENTIALITY AND DATA PROTECTION
9.1 Confidential Information
Both parties agree to treat confidential information exchanged during this relationship as strictly confidential and not disclose it to any third party, except as required by law.
9.2 Data Privacy
Vendor shall comply with all applicable data privacy laws (GDPR, CCPA, VCDPA, etc.) concerning personal data collected through the Platform or related to Vendor’s products.
10. TERM & TERMINATION
10.1 Term
This Agreement shall commence on the Effective Date and continue for an initial period of [X] months/years, unless terminated earlier as provided herein.
10.2 Termination
Either party may terminate this Agreement with [30] days’ written notice. Immediate termination may occur if either party materially breaches this Agreement, with written notice and a 30-day opportunity to cure.
10.3 Post-Termination
Upon termination, Vendor shall fulfill pending Orders, return confidential information, and cease all use of the Platform.
11. DISPUTE RESOLUTION AND GOVERNING LAW
11.1 Dispute Resolution
Any disputes arising shall first be attempted to resolve through good-faith negotiations. If unresolved, disputes shall proceed to binding arbitration under the rules of the American Arbitration Association in New York.
11.2 Governing Law
This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles.
12. FORCE MAJEURE
12.1 Force Majeure
Neither party shall be responsible for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, pandemics, or acts of government.
13. INSURANCE AND CERTIFICATIONS
13.1 Insurance & Certifications
Vendor shall maintain all necessary and appropriate insurance coverage, including but not limited to general liability insurance of at least $1,000,000 per occurrence and product liability insurance, to protect against potential claims arising from the Products sold through the Platform.
Upon request, Vendor shall provide the Company with proof of such insurance coverage and any relevant certifications demonstrating that the Products comply with applicable safety, quality, and regulatory standards required by law or accepted industry practice in the relevant jurisdictions (e.g., U.S., EU).
Vendor shall ensure that such insurance and certifications are kept current throughout the duration of this Agreement, and failure to do so shall constitute a material breach entitling the Company to terminate this Agreement immediately.
14. ANTI-BRIBERY AND ANTI-CORRUPTION
14.1 FCPA Compliance
Vendor shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. Vendor shall not, directly or indirectly, offer, promise, or give anything of value to any government official or third party to obtain or retain business.
15. AUDIT RIGHTS
15.1 Audit
The Company may audit Vendor’s compliance with this Agreement upon reasonable notice. Vendor shall cooperate and provide access to relevant records, documents, and facilities.
IN WITNESS WHEREOF
The parties hereto have executed this Agreement as of the Effective Date written above.
Acceptance and Binding Agreement
By clicking the “Accept” or “Submit” button and completing the registration process on the Platform, the Vendor acknowledges and agrees that they have read, understood, and accepted all the terms and conditions of this Agreement.
Such electronic submission shall have the same legal effect and enforceability as a handwritten signature, and the Vendor’s submission shall constitute a binding agreement between the Vendor and the Company.
SHOP BY DEPARTMENT
