Condimental User Agreement
Back to Top
CONDIMENTAL.COM Last Updated on February 12, 2004
You must register and accept the terms of this Agreement in order to use the Services. BY CLICKING ON THE "I ACCEPT" BUTTON DURING SIGNUP, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. Condimental.com, LLC. ("Condimental.com") reserves the right to change or modify any of the terms and conditions contained in this Agreement, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the Condimental.com Web site (the "Site"). Condimental.com will post a notice of such changes or modifications to this Agreement on the Site for thirty (30) days. Your continued use of Services following Condimental.com's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON (OR COMPLETE THE USER INFORMATION FORM). If you do not agree to the terms of any modification, do not continue to use the services and immediately notify Condimental.com of your termination of this agreement.
This Agreement is for the provision and utilization of Condimental.com's on-line product ordering services, and whereas Condimental.com has developed and maintains an on-line product ordering service (eCatalog and commerce engine) for the specialty food industry (the "Condimental.com System"), and whereas you ("User") are a Specialty Food Supplier or Retailer which desires to use the Condimental.com System, NOW THEREFORE, the parties agree as follows:
1. Condimental.com will maintain the Condimental.com website and computer systems for the efficient and immediate receipt, processing, and forwarding of Retailers order information to Specialty Food Suppliers. User authorizes Condimental.com to transmit purchase orders on their behalf. Condimental.com also provides initial training and unlimited phone support to User.
2. Training. Condimental.com will provide training to User's employees in proper utilization of the Condimental.com System. User will designate and make available suitable (competent, web experienced, English speaking) employees for training by Condimental.com in use of the Condimental.com System. All training will be provided by phone.
3. Equipment. Condimental.com may provide Users equipment such as a computer and/or a hand-held scanner. Any and all equipment provided to User by Condimental.com is the exclusive property of Condimental.com, LLC. and must be returned in good working order upon termination of this agreement. User agrees to care for equipment provided by Condimental.com and maintain adequate capabilities to utilize the system. User shall be liable for excessive and/or abusive equipment treatment.
4. Conditions of the System. The Condimental.com System transmits the Retailer's input data to Specialty Food Suppliers. The Retailer is solely responsible for inputting correct product orders. Condimental.com does not verify or edit the information input by Users. The Condimental.com System provides a means by which the Retailers can ascertain that Specialty Food Suppliers have received an order, but Condimental.com does not acknowledge orders on behalf of Specialty Food Suppliers or promise to fill such orders. The Specialty Food Supplier acknowledges, ships, and bills all products direct to Retailer. Condimental.com is not a shipping or financial intermediary between the Users. It is the sole responsibility of the Retailer to determine if a Specialty Food Suppliers' order acknowledgment is in conformity with the Retailer's order. Condimental.com's liability is limited to direct costs (not including lost profits) resulting from errors in Condimental.com's processing and relay of User's orders.
5. Compensation. All payments due to Condimental.com shall be paid upon the first day of the following month when services were rendered. Users with invoices overdue more than 30 days will be suspended from selling activities until all invoices are current.
6. Fees. Retailers use of the site is free. Suppliers pay a brokers commission to Condimental in the amount of 15% of the monthly sales as determined by the Purchase Orders that accumulate during any given month (not including shipping costs) from new customers. For suppliers' existing customers that order product using the Condimental platform, there is a 5% commission on goods sold. In the event that another broker or sales reprsentative shares an account, the fee will be split - 5% to Condimental, 7% to the broker. Specialty Food Suppliers admitted to use the site will pay $40 per month or an annual fee of $ 400 per year. Condimental will also assist Specialty Food Suppliers with the data input of products into their catalog for $100-300 depending on the number of products to be input. Specialty Food Suppliers may display an unlimited number of products in their catalog at no additional charge.
Advertising. To display your logo on the Homepage as a "Feature Suplier", there is a charge of $100 per month. There are two Banner Ads placements available, the top position is $200 per 60 day flight, and the Vertical position is $100 per 60 day flight. To have your item featured on the search browse page, the fee is $50 per 90 day flight, per product.
7. Nondisclosure. Users agree not to disclose any details of Condimental's business including pricing, product identification and brand to any person without Condimental's written consent. Users agree not to disclose the operating features of the Condimental.com System to any person without Condimental.com's written consent.
8. Termination. Users may terminate this Agreement in the event of material failure of the other party with respect to such party's promises made in this Agreement. Any monies paid will not be refunded
9. Best Efforts. The parties acknowledge that they receive mutual benefits from the course of business contemplated by this Agreement. Each party agrees to use its best reasonable efforts to fulfill its undertakings in this Agreement.
10. Venue and Law. This Agreement is performable in New York City, and New York City law shall apply to this Agreement.
11. Notice. Any notice to Condimental.com under this Agreement shall be given to Condimental.com at the street address then displayed on Condimental.com's website. You understand and agree that You are solely responsible for reviewing these Terms from time to time, although we will do our best to inform you by email when changes are made.
12. Trademarks. Condimental.com, and the logos thereof are trademarks or servicemarks of Condimental.com LLC. No display or use of such marks may be made without the express written permission of Condimental.com LLC.
13. Channel Conflict. Due to the nature of the Specialty Food Trade, from time to time there will be overlap between different brokers (outside sales representatives) and geographic areas. It is not the intention of Condimental to take away any accounts from existing brokers and/or disrupt the relationships you may have with customers. If a broker has an account that starts to use the Condimental system, we do not expect to be compensated for the sales that are subsequently processed. That being said, we are trying to open new accounts for the suppliers and when a new account is opened by Condimental, even if it is in a "covered" geographic area, we expect to get credit for the new business in the form of our commission.
14. Good Faith. The purpose of Condimental is to facilitate business transactions in the Specialty Food Trade. We know that we can not be all things to all people and that each participant in this industry does things in their own way. Therefore we know that questions will arise and problems will occur, so we ask that each Condimental supplier and buyer will be patient while we continue to streamline this "work in progress." Our mutual success depends on open lines of communication, cooperation and a willingness to put in the extra effort to make this program work.
We hope that Condimental is a huge help to your business and that we can build this emarket into a valuable tool for everyone in the Specialty Food Trade. Please be in touch with any comments or questions about how we are doing - your input is invaluable.
President, Condimental.com LLC