Vendor Terms & Conditions

"Platform" refers to the Saleor Marketplace operated at salp.shop.

"Vendor" or "You" refers to the business entity applying for or holding a vendor account.

"Operator" refers to Salp B.V., established in the Netherlands, acting as either the legal merchant of record or a facilitation agent for transactions on the Platform, depending on the applicable Operating Model.

"Deemed Supplier Model" refers to the legal fiction where Salp B.V. acts as the seller of Products to the End Customer for VAT purposes (Undisclosed Agent model).

"Disclosed Agent Model" refers to the legal arrangement where the Vendor remains the legal seller to the End Customer, and Salp B.V. acts as a facilitation and collection agent.

"Hybrid Operating Model" refers to the Platform's dynamic selection between the Deemed Supplier and Disclosed Agent models based on the transaction route.

"Products" refers to goods listed for sale by the Vendor on the Platform.

2.1 Vendors must be legally registered business entities within the European Union (EU).

2.2 A valid EU VAT registration number is mandatory. You warrant that all tax IDs provided are active and belong to your legal entity.

2.3 Warehouse Location: All Products must be fulfilled and shipped from a warehouse facility located within the EU. Shipping from outside the EU is strictly prohibited.

4.1 Commission: You agree to pay a platform fee, typically 10%, calculated on the Gross sale amount (including VAT) of each order.

4.2 Payout Basis: For domestic same-country sales (e.g., NL vendor to NL customer), payouts are based on the Gross amount. For cross-border EU sales, payouts are based on the Net amount (reflecting the 0% VAT Intra-Community Supply from Vendor to Salp).

4.3 Proof of Export: Payouts are only triggered upon the provision of a valid shipment tracking number. This record serves as mandatory "Proof of Exit" for EU tax compliance.

5.1 You are responsible for picking, packing, and shipping the Products within the agreed timeframes.

5.2 Returns must be accepted in accordance with EU Consumer Protection laws (14-day right of withdrawal).

5.3 All shipment tracking information must be updated in the Partner Portal in real-time.

6.1 You retain full product liability for any defects, safety issues, or IP infringements related to your Products. The Partner shall indemnify, defend, and hold Salp B.V. harmless from and against all claims, liabilities, damages, and expenses (including reasonable legal fees) arising from product defects, safety standards non-compliance, or intellectual property infringements.

6.2 Indemnification Scope: This includes, but is not limited to, claims arising from personal injury, property damage, or breach of any warranty or representation made to Salp B.V.

7.1 Salp B.V. is authorized to automatically set off any amounts owed by the Partner (including refunds, warranty costs, and indemnification expenses) against any funds payable to the Partner.

7.2 If set-off funds are insufficient, Salp B.V. may debit the Partner's registered bank account for the outstanding balance. The Partner agrees that payouts may be withheld or adjusted to recover any amounts due under this Agreement.

8.1 Governing Law: These terms are governed by the laws of the Netherlands. Any disputes shall be submitted to the exclusive jurisdiction of the courts in Amsterdam.