BOSANET ECOSYSTEM MASTER AGREEMENT
1. Purpose and Scope
This Master Ecosystem Agreement (“Agreement”) establishes the unified legal, operational, and financial framework governing participation in the Bosanet ecosystem, which includes marketplace, logistics, and payment services operated by affiliated entities.
This Agreement applies to all Sellers, Buyers, Merchants, and counterparties interacting with the ecosystem through any Bosanet-branded platform or service.
2. Ecosystem Entities and Roles
The Bosanet ecosystem is operated by the following affiliated but legally distinct entities:
Each entity operates under its own terms, which are incorporated by reference into this Agreement.
3. Acceptance and Binding Effect
By accessing or using any Bosanet ecosystem service, you expressly acknowledge and agree that:
4. Operational Integration and Information Sharing
You authorize unrestricted operational coordination among Bosanet, Bosabox, and Bosapay for purposes including:
You expressly waive any confidentiality or data-sharing objection between the ecosystem entities for such purposes, subject to applicable privacy laws.
5. Marketplace Operations (Bosanet Xpress)
Bosanet Xpress acts as a marketplace facilitator, enabling transactions between Buyers and Sellers.
Bosanet does not guarantee:
Sellers remain solely responsible for:
6. Logistics and Fulfillment (Bosabox)
Where selected or assigned:
Bosabox is not liable for:
7. Payments, Fees, and Financial Enforcement (Bosapay)
Bosapay is authorized to:
All financial obligations are denominated in USD ($) unless otherwise specified.
8. Right of Offset and Cross-Entity Enforcement
You expressly authorize Bosapay to:
This right survives termination.
9. Compliance, Food Safety, and Regulatory Responsibility
Sellers bear sole responsibility for compliance with all applicable laws, including but not limited to:
Bosanet may conduct preliminary administrative checks but does not certify regulatory compliance.
10. Disputes, Refunds, and Chargebacks
Bosanet acts as the primary dispute intermediary.
Bosapay may:
Refunds issued in good faith are final for financial settlement purposes.
11. Suspension, Termination, and Survival
Any ecosystem entity may suspend or terminate access for:
Outstanding financial obligations survive termination indefinitely until settled.
12. Limitation of Liability
To the maximum extent permitted by law:
These limitations form a fundamental basis of this Agreement.
13. Indemnification
You agree to indemnify and hold harmless Bosanet, Bosabox, and Bosapay from any claims arising from:
14. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Florida, United States, without regard to conflict-of-law principles.
Exclusive jurisdiction lies in the state or federal courts of Miami-Dade County, Florida, unless arbitration is required by applicable law.
15. Amendments and Hierarchy
Bosanet reserves the right to amend this Agreement.
In case of conflict:
16. Entire Agreement
This Agreement constitutes the entire understanding governing the Bosanet ecosystem and supersedes prior oral or written understandings regarding ecosystem operations.
PRIVACY AND CONFIDENTIALITY OF BOSANET INFORMATION
At BOSANET we understand the protection of personal data as the way to protect our users. The responsible use of personal information allows us to protect the privacy of our community of users, but rather we provide our services with integrity and security. It is for this reason that we do everything to protect it. BOSANET, in order to provide an optimal service, we collect, process, and on some occasions reveal information to buyers and/or visitors to our Marketplace. This Statement of Privacy and Confidentiality of Bosanet Information (hereinafter "Privacy Statement") indicates the information that Bosanet collects and processes about each user and what you can do with it. This statement constitutes part of the BOSANET General Terms. Giving voluntary, express and informed consent to this Privacy Statement is an essential requirement to be able to contract and/or have any type of relationship with BOSANET, depending on the applicable legislation in each country.
1. How is BOSANET integrated and how does this Privacy Statement apply?
The objective of BOSANET is to facilitate trade between producers (exporters) located in Latin America with clients located in markets such as the United States. For this, it has generated an ecosystem of integrated services through its platform: BOSANET in its different phases. This Privacy Statement applies to all services and data processing operations of BOSANET, whether its subsidiaries or affiliates.
2. Who is responsible for the processing of personal information?
BOSANET is responsible for the processing of the data of the users and visitors of its Platform. The controller is the person who decides on the processing of personal data. To do this, it determines the purposes or uses for which the personal information will be used and the means that will be used for that treatment (see Section 4. “What will the personal information be used for?”).
3. What information is collected and processed?
BOSANET collects the personal information of the users so that they can access the services, and thus be able to improve them. In some cases, the information is provided by the user at the time of registration. Although there may be the possibility of collecting automatically, such as when the user browses the web page or; you use the services in the Marketplace. We may also collect information from other trusted sources. There is no obligation to provide BOSANET with the personal information shown below, however, this is a fundamental requirement to be able to contract and/or have any type of relationship with BOSANET and, if this information is not provided, it will not be possible to provide BOSANET services. The inaccuracy or falsity of the personal data provided by the user could cause the suspension of the Services. Likewise, BOSANET may suspend or permanently disable those users who violate this Privacy Statement.
These are the types of data that may be collected:
Information that will be provided directly at the time of registration or when using our services:
-Name, personal image (personal photo or document photo),
-Document number or valid identification,
-Contact information (such as telephone number, address, email address),
-bank account details,
-Information and means of payment,
-Information on intellectual property rights,
-Biometric data, such as the analysis of the biometric characteristics of the face (size of the head, distance between the eyes, the width of the nose, among others) for identity validation purposes.
Information that can be collected automatically, whether or not you are registered:
-Information from the devices or computers from which the BOSANET platform is accessed and other automatically captured data (such as the type or version of the browser or operating system, settings, information about some of the applications downloaded and parameters).
-Internet IP address that is used when connecting to BOSANET services or when browsing the website.
-Transactional information and movements within the BOSANET platform (purchases, payments, returns, questions, withdrawals, transfers, claims, billing, tax data, password or digital account identification code (CVU, CLABE, etc.), bank accounts, inbox).
-Certain information about the activity of users and visitors within the website. For example, the URL from which they come or which URL they access next (whether or not they are on our website). Also the pages visited, the interactions with said pages, the searches carried out, the publications, purchases or sales, ratings and replies entered, claims made and received, among other information may be stored and retained.
-Links between accounts and users, due to fraud prevention actions.
-Data for claims management (information for the preparation of documents, background information and strategies).
Information we collect from other sources:
-Information collected for purposes of fraud prevention and compliance with information regimes (PEPs, OFAC lists, etc.)
-Positive and negative credit information, which is obtained from credit risk databases or centers and/or from publicly accessible sources, in accordance with applicable legislation.
-Data used to validate identity, complete or correct information, obtained from secure and reliable sources, such as public bodies, service providers or business partners.
In some cases, this information could be considered sensitive according to the applicable legislation. In these cases, we request your express consent to process them.
4. What do we do with personal information?
The collection and treatment of personal information allows us to provide an excellent service so that you can carry out operations quickly and safely and offer you functionalities that are better adapted to your needs. Except in those cases in which the applicable regulations prohibit it, BOSANET may use your personal information for the following purposes:
4.1 Provide the products, services and/or benefits offered by its BOSANET platform.
-Identify and contact him.
-Register in our systems.
-Verify your identity in compliance with legal requirements.
-Validate, update and correct your information.
-Provide the products, services and/or benefits that you request or contract with BOSANET.
-Facilitate direct contact with the seller or buyer for the purposes of the transaction you wish to carry out.
-Prepare and maintain a record of the operations carried out, as well as inform about them and give corresponding follow-up.
-Put at your disposal our electronic commerce platform and the enabled payment system.
-Manage BOSANET services and products and payment processing.
-Respond to comments, complaints and suggestions, as well as provide support.
-Consult and report positive and negative data in credit risk centers, carry out commercial and/or credit risk verification tasks, analyze the feasibility of entering into or maintaining a commercial relationship and prepare profiles for credit analysis purposes.
-Offer and manage credit or insurance products that you request or contract through BOSANET.
-Facilitate the delivery of products advertised on the website through allies.
-Offer services and functionalities that best suit the needs, and customize services to make an experience with BOSANET as comfortable as possible.
-Enable participation in contests, auctions or raffles, if carried out and if applicable, as well as notify if the winner is the winner, always in compliance with the regulations applicable to raffles and contests.
-Contribute to the security of relationships, communications and transactions between users of the platform.
-Develop a user reputation system for the benefit of consumers.
4.2 Improve services, develop new ones and offer a better experience with BOSANET.
-Develop internal and statistical studies on your interests and behaviors, to offer better services and products.
-Develop profiles by analyzing various variables, such as behavior or interactions within the platform, analysis and prediction of economic capacity, preferences, interests, transaction history, behavior and location, among others, to improve our commercial and promotional initiatives , show advertising or promotions, banners of interest, news on BOSANET platforms, improve the offer of content and articles, personalize said content, presentation and services.
-Offer services and functionalities that are adapted to the needs of the user to provide a better experience.
-Improve commercial and promotional initiatives and analyze the behavior of the page visited, the searches carried out by users, to improve the offer of content and articles, personalize such content, its presentation and services.
-Train consultants or independent consultants to improve their service proposal to BOSANET users.
-Provide information through different channels (by email, short text messages (SMS), push messages, phone calls or any other means) about improvements or new functions or services of the platform.
-Seek loyalty through a benefits program.
-Allow third parties, through the use of public APIs, to build applications that use platform content and interact with it to facilitate, improve and/or enhance its use and functionalities and the services in general provided by BOSANET.
4.3 Comply with legal obligations and requirements of competent authorities.
-Comply with the regulations that are applicable to BOSANET in general.
-Compliance with regulations for the Prevention of Money Laundering and Financing of Terrorism, identity verification against Politically Exposed Persons, profile verification and transactional history in compliance with applicable regulations on the prevention of money laundering, verification against OFAC lists and others ), as applicable in each country.
-Compliance with information regimes in general, as applicable in each country.
-Compliance with tax collection, registration, information, audit and billing regimes, at any level of government (eg: federal, state and municipal level).
-Compliance with information requirements of competent administrative or judicial authorities.
-Provide user information to government entities with collaboration agreements for the fulfillment of their powers.
4.4 Detect and prevent fraud, abuse and related crimes to protect the security of our users and the sustainability of the platforms.
-Make the platform grow in a sustainable and safe way through tools and actions to prevent fraud and related crimes.
-Train the automated fraud detection and prevention algorithm model.
4.5 Protect the rights of users, third parties or BOSANET's own.
-Defend the rights, tangible and intangible assets of BOSANET.
-Enforce the rights of BOSANET in the event of breaches of its T&Cs.
-Allow other users or third parties to enforce their rights.
4.6 Collaborate with intellectual property owners in the exercise of their rights.
-Collaborate with the protection of intellectual or industrial property rights, own or of third parties, investigations of violation of trademarks and patents, as well as counterfeiting.
-Collaborate with entities involved in dispute resolution.
-Collaborate with private entities that represent collective interests with a collaboration agreement, to facilitate the resolution of disputes.
4.7 Make announcements and advertising and promotional contacts.
-Contact through different channels (by email, short text messages (SMS), push messages, telephone calls or any other means) for advertising and/or promotional purposes of BOSANET and/or third-party products and services.
-Carry out all kinds of marketing, advertising, commercial prospecting and/or market research activities.
Some of these described purposes may not be applicable as long as: a) the service associated with said purposes is not enabled or not used, or b) the services linked to these purposes are not offered in the country of residence.
The use of the data for any other purpose that is not compatible with those detailed will be communicated before proceeding with its treatment.
BOSANET will keep Personal Information for as long as necessary to fulfill the purposes for which they were collected.
5. How is personal information shared?
The protection of privacy is important to BOSANET. For this reason, we do not sell or market information that identifies our users. We also do not share or otherwise transfer your personal information to third parties, except as indicated below:
BOSANET may assign, transmit and/or transfer your Personal Information to:
(d) call centers or customer service centers, (e) companies that manage loyalty or loyalty programs, to grant you benefits, (f) advertising or marketing agencies, (g) data analysis, (h) collection agencies ,
(i) government entities or companies specialized in risks, in order to verify your information. These Service Providers only access the information strictly necessary to provide the agreed services and cannot use them for purposes other than those indicated by BOSANET.
(ii) "Commercial partners": companies with financial or commercial activities with which BOSANET has a collaborative or alliance relationship, in order to offer you promotions, products and services of said companies or co-branded ones. In these cases, BOSABET always ensures that confidentiality and security standards are met, by signing agreements or conventions whose purpose is the privacy of our users' personal data and compliance with applicable legislation.
(iii) "Counterparty in the transaction": other users of the BOSANET platforms, under the conditions provided, in order to put you in contact with the seller or buyer for the purposes of the transaction you wish to carry out.
(iv) "Public authorities": the administrative and judicial authorities that, in the exercise of their competence, require information, even if there is no order or executive or judicial summons to that effect, with the purpose of: (a) collaborating in the investigation and reporting fraud, piracy, intellectual or industrial property violations or any other illegal act, as well as any activity or circumstance that could generate legal responsibility for BOSANET and/or its users; (b) safeguarding a public interest, the procurement or administration of justice, the recognition, exercise or defense of a right in a judicial or administrative process, and/or the resolution of controversies; and (c) comply with any applicable law, regulation or legal provision, or with any duly founded and reasoned mandate from a competent authority.
(v) "Intervening in Disputes": authorities, amicable compromisers, courts or entities that intervene in dispute resolution in order to resolve disputes that may arise between users or between them and BOSANET.
(vi) "Users and/or visitors in general": other users and/or visitors of our platform, with the purpose of quality of service to the final consumer, providing information to make an informed purchase decision. It may be published on the platform, at the discretion of BOSANET, the number of sales made by the seller, as well as reputation, service provided, buyers' opinions (whose content is not the responsibility of BOSANET) and punctuality in the deliveries of the products.
(vii) "Public and/or private entities that provide credit information services": BOSANET may, whenever the applicable legislation so allows, share with public or private entities that provide information or credit risk services, information related to your behavior. credit or compliance or breach of obligations of patrimonial content.
(viii) Likewise, BOSANET may disclose your personal information at its discretion to other users of the Websites and/or the Services, entities or third parties when there are sufficient reasons to consider that the activity is suspected of attempting or committing a crime or attempting to harm others. people.
If BOSANET decides to share personal information with third parties other than those mentioned, we will request prior and express consent, as long as there is no authorization or legal obligation that allows it to be done without that consent.
Likewise, you give your express and informed consent for BOSANET to assign, transmit or transfer your personal information to the recipients detailed in this Privacy Statement.
Finally, BOSANET will not be responsible for the misuse of personal information by any third party when these third parties directly collect and/or process the personal information.
6. International data transfers
The services provided by BOSANET require the support of a technological infrastructure, such as servers and cloud services, which may be proprietary or provided by third parties.
Part of that infrastructure may be established in a different country from where the owner of the personal data is located.
It may also happen that the recipients of the data indicated above in the section “How do we share Personal Information?” are in a different country.
The countries receiving the data we transfer may not offer adequate levels of protection of personal data, in accordance with the applicable regulations.
In these cases, BOSANET adopts measures to safeguard the data, through contractual clauses or binding corporate regulations that impose the same protection measures as those described in this Privacy Statement.
7. How long will we store Personal Information?
Personal information will only be stored for the time necessary to fulfill the purpose for which it was collected, to comply with regulatory or legal requirements, or during the legal prescription period of possible legal or contractual liabilities. Once the period is over, the data will be deleted or anonymized in such a way that no person can be individualized, as permitted by the regulations of each country.
8. Confidentiality of Personal Information and User Responsibility
BOSANET is committed to protecting the privacy of its users' personal information, which is why all necessary actions will be taken to guarantee its confidentiality. The user will be responsible for all acts that take place through the use of their account and password, and it will be their responsibility to guarantee their confidentiality.
9. Minors
BOSANET Services may be available to minors, with the prior consent of the legal representative. If the potential user turns out to be a minor and does not have the consent of your representative, they should not provide their personal information. Through the legal representative you may also exercise the rights mentioned in clause 12 of this Statement.
10. The use of personal information by other users
BOSANET allows users limited access to certain data (such as name, email, other contact information and information for billing and shipping) of other users to facilitate interaction between them. Under no circumstances may other users communicate Personal Information to third parties without the consent and/or the consent of BOSANET, as appropriate.
When a seller user receives personal information from their buyers, they become responsible for the processing of that data and acquire the obligations that this implies. Therefore, he cannot use the data for a different or incompatible purpose than the transaction that originated the collection. For this reason, they may only use the personal information of other users obtained on the site for: (a) purposes related to transactions on the BOSANET platform, (b) use services offered on BOSANET, and (c) any other purpose to which that the corresponding user expressly consents once the legally required information or local regulations have been previously communicated.
BOSANET does not accept behaviors considered "spamming". The indiscriminate sending of messages of any nature among BOSANET users is absolutely prohibited.
BOSANET does not control, store or have access to the messages and content sent by users through means other than the web page, therefore it does not assume any responsibility regarding the damages that its use could cause. Negotiations carried out by users through said means are under the responsibility of said users.
BOSANET is not responsible for the use that any user or other person may make of the information published on the Platform. Users accept that BOSANET will not be responsible for losses or damages that may be generated as a result of negotiations between users. Consequently, BOSANET is released from all types of responsibility in the event that you have a conflict with one or more users.
11. Links to other websites
Through the Platform, BOSANET may include links to third-party websites, which does not indicate that they are owned or operated by BOSANET. It is clarified that the processing of Personal Information carried out by third parties responsible for the aforementioned websites is not covered by this Privacy Statement. Likewise, the user acknowledges and accepts that BOSANET has no control over such websites and is not and will not be responsible for the content or the services provided by such sites, nor for the way in which they process Personal Information, therefore entering to said websites will be at your own risk.
12. How to exercise the rights to control Personal Information?
The applicable regulations confer certain rights on personal information, which you can consult as specified in the annex of each country, such as: (i) access; (ii) update; (iii) rectification; (iv) the cessation of sending advertisements, offers and promotions; (v) deletion; (vi) revocation of consent; and (vii) confidentiality and (viii) review of automated decisions. Any query and/or request regarding personal information may be made through the contact information provided in the annexes for each country included below.
In certain cases, the personal information that has been requested to be deleted to comply with the purposes described in this Privacy Statement or when there is a contractual or legal duty to maintain the personal information will be kept in the BOSANET files. Once such purpose has been fulfilled or the contractual or legal duty has been eliminated, the personal information will be deleted.
13. Cookies and Other Technologies
The user expressly acknowledges and accepts that BOSANET may use a conduct tracking system through the use of "cookies" and/or other similar tracking technologies.
These technologies are used in order to know the interests and behavior of those who visit or are users of our website and, thus, give them a better service or provide them with related information. We also use the information obtained through cookies to analyze the pages browsed by the visitor or user, the searches performed, improve our commercial and promotional initiatives, display advertising or promotions, banners of interest, news about BOSANET, improve our content offer and articles, personalize said content, presentation and services, as well as promote and enforce the rules and security of the site; They are also used so that the user does not have to enter their password as frequently during a browsing session, also to record and corroborate registrations, user activity and other concepts for commercial agreements, always with the objective of installing cookies, the benefit of the user who receives it, and which will not be used for purposes unrelated to BOSANET. We also store cookies in order to offer a more interactive experience on the site, based on user actions.
Personal data obtained through these technologies will not be transferred to third parties in a manner different from those described in this Privacy Statement. Additionally, you can find "cookies" or other similar systems installed by third parties on our website or used by advertisers other than BOSANET.
The installation, permanence and existence of cookies on the user's computer depends on the exclusive will and can be eliminated when the user so wishes. To find out how to remove Cookies from the system, you can review the Help section of the browser.
In this sense, you can at any time delete stored cookies, configure the browser to request approval before storing cookies or directly prevent cookies from being stored. This procedure is carried out differently in different browsers and it is necessary to do it in each browser that is used. The different procedures to manage this configuration in the most used browsers are made available to users below:
From Internet Explorer (on Windows)
http://windows.microsoft.com/es-es/windows-vista/block-or-allow-cookies
Microsoft Edge
https://support.microsoft.com/es-ar/help/4027947/microsoft-edge-delete-cookies
Firefox
https://support.mozilla.org/es/kb/habilitar-y-deshabilitar-cookies-que-los-sitios-we
Google Chrome
http://support.google.com/chrome/bin/answer.py?hl=en&answer=95647
Opera
http://help.opera.com/Windows/11.50/es-ES/cookies.html
Safari (on Mac)
http://www.apple.com/legal/privacy/en/cookies/
If cookies are disabled, you may not be able to use all the features offered by BOSANET.
14. Security. Storage of personal information
BOSANET complies with regulations and industry standards on security measures applicable to your Personal Information. BOSANET is not responsible for illegal interceptions or violation of systems or databases, or for their use by unauthorized persons. BOSANET is not responsible for the improper use of the information obtained by these means.
15. Changes to the Privacy Statement
BOSANET will periodically update the Privacy Statement to reflect the constant changes in the services that are offered. These updates will transparently reflect the way in which personal information is treated. We will notify you of these changes through our usual channels, such as email or messages through the applications. In the cases that correspond, we will obtain the consent of the user.
16. Applicable Law and Jurisdiction
The Privacy Statement will be governed by the applicable laws as detailed in the annexes of each country included below. In the event of any controversy or divergence related to the interpretation, validity, celebration or fulfillment of this Privacy Statement, it will be resolved by the competent courts indicated in said annexes of each country included below.
BOSANET LLC TERMS AND CONDITIONS
These terms and conditions apply to the Marketplace Service (as said term is defined below) that Bosanet LLC (hereinafter “Bosanet”) makes available and provides to sellers and buyers of products, hereinafter, each a “Seller” and its products, the "Products so that using the "Marketplace" platform, but at their own responsibility, account and risk, they make direct sales to the clients of the internet portal exclusively owned by Bosanet http://www.bosanet.com/ (hereinafter the "Portal") and use the services described below, which are provided by Bosanet to Sellers (all of the above called the "Marketplace Service").
1. Acceptance.
The signature or acceptance by any means by a Seller, including, but not limited to, through a proxy, representative, factor and/or dependent of another document related to the provision of the Marketplace Service, will be understood as an pure and simple and unconditional acceptance of these terms and conditions. The Seller agrees that by the simple fact that it accepts and registers on the platform, carries out acts leading to the fulfillment of a purchase order or begins to use the Marketplace platform and the Marketplace Service, the Seller will have accepted and consented unconditionally and expressly all the legal effects that may arise from these Terms and Conditions.
The Seller knows and acknowledges at the time of "sign up" or account creation, that these Terms and Conditions are applicable to any service that Bosanet provides on its portal, unless expressly indicated for the specific service, including the Marketplace service.
2. Modifications.
Bosanet reserves the right to make modifications to these Terms and Conditions and the Marketplace Service, in which case it must communicate them by any of the following means: (i) to the Seller directly, (ii) through the website or, (iii) through the platform, within seven (7) calendar days prior to its entry into force. The use that the Seller makes of the Marketplace Service after said modifications constitutes knowledge and acceptance of these.
Full Agreement. The Parties agree that these Terms and Conditions, as well as any of its annexes, will prevail over any other agreement and/or prior agreement, verbal or written, entered into between them with respect to the provision of any service that Bosanet provides from its portal, including the Marketplace Service, to the Seller.
3. Notifications.
All communication or notification between the parties must be in writing, with the parties agreeing that the exchange of electronic data will also be a valid means of communication between them. Any communication will be considered delivered and received: (i) if it is delivered personally to its addressee, at the time it is received; (ii) if sent by post, on the date of delivery to your return address; (iii) if sent by email, at the time of dispatch of said communication, provided that electronic or other confirmation of receipt of the dispatch has been received.
4. Business Model.
The Seller accepts and acknowledges that the Marketplace Service is provided by Bosanet under the so-called “business model,” through which Bosanet provides the Marketplace Service to the Seller, as well as the processes associated with it, in particular the following: a. Phase I Service to the Seller; b. Phase II Service; c. Service of encoding and uploading content to the Portal, which will be performed by Bosanet. However, it shall be the sole responsibility of the Seller to provide, in a complete, truthful, and timely manner, all digital material (images, descriptions, specifications, among others) and information necessary for said process. The Seller must ensure that such information complies with the guidelines, adjustments, and recommendations previously established by Bosanet during the preparation stage, in order to ensure the correct publication of the products. Bosanet shall not be liable for errors, omissions, or delays in publication resulting from the Seller's failure to provide the requested information. Upon notification to the Seller, Bosanet may modify the description and images of the publication in order to improve or correct its content, after coordination with the Seller. d. In specific cases determined by Bosanet, design and execution of advertising campaigns and marketing activities. The guidelines and conditions necessary for the execution of promotions, advertising campaigns, and marketing activities must be defined in advance in writing by the Parties (Seller and Bosanet); and. Publication service for prices without discounts and discounts, which will be carried out by the Seller under its sole and total responsibility.
5. Model Shipment suggested by Bosanet.
Bosanet may recommend the Seller so that, through third-party companies, they provide the transport of merchandise with whom Bosanet may or may not have a commercial relationship and allow. It will be at the discretion of the Seller to use the transport service provider that it considers, without this implying any responsibility to Bosanet. In no case will Bosanet not be responsible for breakdowns or accidents that occur during the transport of the products to their destination. The risk of loss of the Products will be assumed by the Seller until their delivery to the buyer at the destination site.
6. Costs for delays associated with the delivery of the order:
If a shipment presents delays in delivery and consequently I will cause the payment of costs, the person responsible for assuming said costs will be the person who has direct responsibility in the dispatch (Seller) or on the receipt of the order (Buyer). In case of disagreement between the Seller and the Buyer on who is responsible for assuming any cost, both parties accept that after three (3) days after the occurrence of the event, Bosanet is the one who defines who is responsible.
7. Seller Representations and License. Seller represents and warrants that:
7.1. Seller Statements:
7.1.1 In relation to existence, capacity and authorization: (i) is legally constituted under the laws in which it is registered, (ii) its representative is empowered to sign the corresponding documents and accept these terms and conditions, and (iii) has all the necessary legal authorizations to use the Service Marketplace and be bound by these Terms and Conditions and any corresponding document or communication, (iv) you are not in default or imminent inability to pay and the use of the Marketplace Service does not entail the violation of any contract or agreement in force at your expense, (v) in the event that the Seller is a natural person, he declares to be of legal age and have full capacity to enjoy and exercise to be bound by all of these Terms and Conditions and that there is no fraud,injury or any other defect in the consent.
7.1.2. In connection with the sale of the Products: the sanitary registries and applicable official standards, (v) the Products conform and will conform to the specifications, drawings, images, performance criteria, functionalities and other descriptions delivered to Bosanet to be included in the Portal; are marketable and fit for the purposes offered, comply with applicable laws, requirements and regulations, including the regulations of the country of origin and destination of the product, and will respond to Bosanet and buyers for defects in materials, performance, operation and manufacturing .
7.1.3. In relation to the license and intellectual property: (v) will refrain at all times from using the Bosanet brand or other trademarks or industrial or intellectual property rights registered by Bosanet as its own, except within the framework of this Agreement, (vi) accepts that Bosanet use any distinctive sign owned by the Salesperson in marketing campaigns under the different online and offline communication channels. Due to the foregoing, the Seller undertakes to hold Bosanet harmless from any claim, demand or conflict that may be filed against it related to the marketing of its products through the Bosanet Marketplace platform, indemnifying Bosanet for any expenses incurred by it for any claim it receives for the illegality of the products marketed, including legal fees in charge of defending the case, as well as the damages and losses that could be claimed. In the event of falling into any of the cases mentioned in points 7.1.2 and 7.1.3, Bosanet may at its sole discretion require the Seller to deliver an amount equivalent to 30% of the sales made in
7.2. Sale of non-original products:
Bosanet, in strict compliance with the applicable laws in force for the legal commercialization of the products that are published and sold on the Portal: to. It prohibits the Seller absolutely and without exception from the sale, publication or commercialization of non-original, false, replicated or copied products that infringe the rights of third parties. In this sense, the Seller must refrain from publishing, selling and commercializing products replicating legally protected brands, products that have an exact or similar reproduction of the sign, image or characteristics of the original; manufacture or publish another's brand, copy or imitate the label; or wrappers used as "brands"; products that have patents or utility models in force in the country or any other infringement of intellectual property rights without authorization to do so or within the exceptions established by law. b. The making of copies or imitations, without the right or authorization of its owner in order to deceive or confuse the consumer, posing as the original or genuine registered or patented brand or product, will entitle Bosanet to charge a fee to the Seller consisting of the total withholding of the price of the Product or Products in question, and will immediately remove said Products from the Marketplace platform; Notwithstanding the foregoing, Bosanet may, at its sole discretion, require the Seller to deliver the original Product to be delivered to the consumer or buyer of said Product to a third party and charge the amount paid to the Seller, in addition to reimbursing the amount paid by the consumer. the product. The Seller undertakes to pay said amounts to Bosanet. c. d. In the event that the Seller incurs in the conduct described in points a. and b. of this clause, Bosanet may at his sole discretion shut down his account temporarily or permanently, as well as immediately collect the penalty clause established in this document. and. Likewise, Bosanet will give immediate notice to the competent authorities and the Seller will be creditor of all the sanctions that are attributable by law, and must also indemnify Bosanet, its partners, allies, final consumers or any other person that is affected, for any damage , damage, sanction, fine or process to which it is subject as a consequence of carrying out the aforementioned actions. F. For products that by their nature require Sanitary Registration for their publication and sale. Sellers assume all responsibility for obtaining and processing in the country of origin and in the country of destination. g. In any case, if the Seller decides to re-activate a Product that has been removed from the Marketplace platform for any of the reasons described in this section 7.2., Bosanet reserves the right to terminate the services of the these Terms and Conditions and any additional business relationship with the Seller.
7.3. Publication and/or Sale of Refurbished Products:
The sale of used, refurbished and/or upgraded Products (the “Refurbished Products”) is prohibited. All products that the Seller publishes, sells and delivers must be new and original, when applicable. The seller must specify completely, precisely and clearly the circumstances in which the product and/or its wrapping or packaging is offered and found, as well as its quality and characteristics in a particular way and, where appropriate, the risks it represents if it is that there would be adhering at all times to the provisions of the Consumer Protection regulation applicable to the country of origin and destination.
8. Consideration. As consideration for the provision of the Marketplace Service, the Seller will pay Bosanet the following concepts:
8.1. Commission for Marketplace Services – In phase I:
The Seller will pay Bosanet an amount indicated in Annex 1 – Phase I Conditionsbyacquire the services acquired in phase I. which will be caused at the time of registration and acceptance made by the Seller in the Marketplace, including the Tax that may be caused in accordance with the applicable legislation in the state of Florida - USA.
8.2 Commission for Marketplace Services – In phase II:
The Seller will pay Bosanet a commission for the Marketplace Services indicated in Annex 2 – Phase II Conditions, which will be caused by the sales order made by the Seller, including the Tax that may be caused in accordance with the applicable legislation in the state. from Florida – USA. Bosanet reserves the right to revise the percentage and categories of the Commissions at any time, and in case of modifications in them, the Seller will be notified five (5) calendar days prior to the effective date for its execution.
8.3 Fees or Additional Charges:
Bosanet may charge the Seller the following additional fees or considerations, as well as any that are included in these Terms and Conditions, for which it may: 1 invoice the Seller for the corresponding fee and the Seller will have fifteen (15) business days to make the payment, or 2) automatically deduct the value from the Seller's monthly sales. In any case, the Seller authorizes Bosanet to offset the amounts owed for fees or additional considerations, against amounts that Bosanet owes for any other concept.
8.3.1. Sale of Non-Original Products: In accordance with clause 7.2 of these Terms and Conditions, the sale of non-original products by the Seller is prohibited, for which reason it will give rise to the collection of a fee that will consist of the total withholding of the price of the product or products for publishing or selling Refurbished Products, for selling illegal products or in violation of regulations: If Bosanet detects that the Seller fails to comply with the prohibition of publication and/or sale of refurbished products or sells illegal products, reserves the right to charge an additional fee to the Seller, which will operate as follows:.
First Detection: $10,000.00 US dollars (Ten thousand dollars) (equivalent to the local currency exchange rate of the country of sale)
Second Detection: $20,000.00 US dollars (Twenty thousand dollars) (equivalent to the local currency exchange rate of the country of sale)
Third Detection: The Seller will have absolute cancellation for the use of the Marketplace tool and will be banned to continue with the business in Bosanet.
Likewise, the Seller acknowledges and accepts that Bosanet will transfer all those expenses that are generated and in which both Bosanet and the client may be affected, such as demands, complaints, complaints, administrative procedures, fines, lawyer expenses, or any other in which is incurred due to non-compliance with the declarations and rules established in this clause.
8.3.2. Fee for sending advertising or propaganda: In accordance with this document, in the event that the Seller sends advertising or propaganda to the end customer in the Product shipping package, a fee corresponding to 5% of the total value will be charged. of Seller's sales for the last six months plus applicable tax.
8.3.3. When the Seller sends an order after the date of its "DTS" (Delivery Time Supplier for its acronym in English or in Spanish Time Limit Delivery), Bosanet may charge a fee equivalent to one (1) time per sales commission to which you are entitled.
8.3.4. Cancellations after the DTS: The Seller must pay Bosanet a fee for cancellations made after the DTS or during the Extended Time equivalent to twelve percent (12%) of the value of the canceled order.
8.3.5 Errors in Product, Weight, Dimensions and Missing Parts: The Seller agrees to pay Bosanet a fee equivalent to twelve percent (12%) of the order value when there are differences in the product, weight, dimensions or there are missing parts of the product.
9. Conditions Prior to the Use of the Marketplace Service.
9.1. The Seller must provide the following minimum content regarding the Products, in accordance with the requirements established by the regulations of the country of origin, the specifications that Bosanet periodically informs the Seller in writing, with the understanding that all these fields are mandatory in order to register Products on the platform:
9.2. Each Product (Product page) will be marked with the legend: "PRODUCT sold and shipped by [The SELLER]".
9.3. The Seller shall update at least one (1) time per day the inventory and prices of the list of Products offered with the specifications provided above. The Seller must guarantee the existence of the Products offered on the Portal. The foregoing, with the understanding that if the inventory is not updated by the Seller, the corresponding Products will cease to be offered on the Portal and will consequently be deactivated from it. Any error in the prices established by the Seller will be their sole responsibility and the error in them cannot be used as a valid reason to cancel purchase orders made through the Portal. The Seller undertakes to ship the Products at the reported price.
9.4. Bosanet will assume responsibility for uploading the products to the marketplace. However, it will be the sole responsibility of the Seller to provide, in a complete, truthful, and timely manner, all digital material (images, descriptions, specifications, among others) and information necessary for said process. The Seller must ensure that such information complies with the guidelines, adjustments, and recommendations previously established by Bosanet during the preparation stage, in order to ensure the correct publication of the products. Bosanet shall not be liable for errors, omissions, or delays in publication resulting from the Seller's failure to provide the requested information.
9.5. Bosanet will examine the content of the offer of the Product(s) provided by the Seller and, if it complies with its policies, will approve and activate it on the Portal and provide the Marketplace Service. Otherwise, it will return the information to the Seller so that it can be improved in accordance with the guidelines indicated by Bosanet. This review will be carried out for the sole purpose of ensuring compliance with Bosanet's policies and the regulations governing the matter, and therefore will be free of charge. Once the information has been accepted, Bosanet will not assume any responsibility for any incorrect information received from the Seller and included on the Portal, and the Seller will therefore hold Bosanet harmless for any damage caused as a result of the above.
9.6. Bosanet will generate an SKU (Internal Product Code) for each Product that will identify it within Bosanet's internal system.
9.7. The sale price of the Products and the applicable INCOTERM and, in the case of offers, their validity in the Marketplace Service will be determined by the Seller, at its sole discretion, always taking into account the provisions of the applicable legislation. If there is any affectation due to the illegal manipulation of prices by the Seller, it will hold Bosanet harmless for this concept and will directly assume the defense before third parties.
9.8. The parties accept and understand that the commercial relationship belongs to the independent Seller, therefore, they will not collaborate in the establishment of prices, which is exclusive to the Seller, due to this, the sales channel of the Marketplace platform establishes full competitive freedom for the Seller. having to ensure the most attractive conditions of sale of their respective products.
9.9. Bosanet reserves the right, at its sole discretion, to decide not to publish one or more Products on the Portal.
9.10. Products that present constant incidents or errors in the information provided may be temporarily or permanently removed by Bosanet. (e.g., returns, errors in content or price, delivery delays, cancellations, or defective products, etc.).
9.11. The Seller accepts that a product that has been included within a master SKU (SKU that refers to a single product referenced by an EAN code) may not be duplicated with different characteristics, or with a different code. Failure to comply with this clause will entitle Bosanet to the collection of the penalty clause established in this contract.
9.12. The Seller accepts that a product removed by Bosanet due to originality problems, quality problems, or any claim by the client regarding the veracity of the information presented on the page, may not be published again by the Seller until it has been Fixed the problem verifiably. Failure to comply with this clause will entitle Bosanet to the collection of the penalty clause established in these Terms and Conditions.
9.13. The Seller understands and accepts that in the event that the guarantee information is omitted by decision or omission in the field defined by Bosanet for this characteristic of each SKU, Bosanet will establish a guarantee on the platform for customers for a period of one (1 ) year counted from the moment of delivery of the product. Period in which the seller must respond to any damage or claim.
10. Operation of the Marketplace Service.
Once the Products are encrypted by the Seller in accordance with these Terms and Conditions, the operation of the Marketplace Service will be subject to the following rules and the process described below:
a. The Seller undertakes to offer only new and original Products through the Marketplace Service. In no case may the Seller sell re-conditioned products, or with damaged packaging.
b. Bosanet will receive the acceptance of the offer made by the client and will send the respective order orders to the Seller daily through the platform, so that the Seller can proceed with the shipment of the Product(s) to the buyer. The order form sent to the Vendor must contain the following information: order number, Vendor SKU number, Product price, order status, total amount paid by the customer, payment method, item ID, and customer data ( name, surname, landline and cell phone, address and city). DELIVERY DAYS: Once the purchase order has been sent to the Seller, Bosanet will determine on the platform how many business days the Seller must dispatch the product. A dispatch time longer than those mentioned in the preceding paragraph will only be agreed for those Sellers that require manufacturing of the product after the purchase, and in these cases it will be reviewed between the Seller and Bosanet.The Seller must indicate the term of withdrawal that the buyer will understand for each order, if not indicated, it will be understood that it will be a term of twenty-four hours after the order is confirmed.
c. Once the purchase order has been sent to the Seller, the latter must dispatch the product within the terms previously agreed with Bosanet in the insertion order. If the parties do not agree on anything, it will be understood that it istwenty four (24) hoursqualified to dispatch the Products.
d. The Seller must ensure that the Product(s) are delivered to the Transport Companies within the maximum time provided in the corresponding applicable terms and conditions. Failure to comply with this provision will give Bosanet the power to terminate the relationship with the Seller immediately and without any liability. and. Once the confirmation of the shipment made by the Seller has been received, Bosanet will proceed to monitor the delivery and receipt to the satisfaction of the Product(s) by the buyer; This must report to Bosanet the status of the orders on a daily basis, in accordance with this document.
e. Collection Service: Bosanet will collect the value of the purchase orders (Product value plus shipping value) from buyers, but always on behalf of and on behalf of the Seller, and will transfer to the Seller the value of the order orders collected, after deducting their Commission and any other amount to which Bosanet is entitled in accordance with these terms and conditions and the corresponding insertion orders, including shipping costs, if applicable, and collection of fees, among other concepts. The transfer of the value of the purchase orders to the Seller will be made solely and exclusively to a bank account in the name of Bosanet (check if you can associate accounts of the company or the seller as a natural person). The Seller will reconcile the transfers made by Bosanet within a maximum period of thirty (30) calendar days following their receipt and will inform Bosanet, within that period and in writing, of any observation. In the event that the Seller does not present any observations within this period, it will be understood that the Seller agrees with the transfers made by Bosanet. Bosanet will verify the observations submitted by the Seller during the term indicated above, and will respond to them within the following ten (10) business days.
f. The Seller will do its best to adhere to the promotions, contests, discounts that Bosanet offers to customers. For this purpose, Bosanet may inform the Seller of the promotions and sales campaigns that it launches. The Seller may adhere to them at its discretion, considering them conditions previously established by the Parties. Once the Seller has joined a campaign, he will not be able to withdraw from it. If the Seller does not comply with the aforementioned, Bosanet may, at its sole discretion, require the Seller to deliver the Product or purchase said Product from a third party and collect the amount paid from the Seller. The Seller undertakes to pay said amounts to Bosanet.
11. DOL System: (Daily Order Limit).
Bosanet reserves the right to limit the daily orders addressed to the Seller if the latter: (i) fails to comply with the guidelines contained in this document, (ii) shows a behavior that is not in accordance with the ethical and quality standards in the processes established by Bosanet that These could be, without limitation, post-DTS shipments, cancellations, warranty requests and claims, shipment of incomplete products, failure to ship missing parts or products to end consumers, ignoring repeated requests to complete a process, among other behaviors.
12. Prohibition of propaganda or publicity of the Seller in the Products sold through the Portal.
The Seller undertakes not to send by any means (in its own parcel or Bosanet's, mail, flyers, labels, messages, or any other) propaganda, publicity, coupons or any document, stamp, box, wrapper, bag or label of promotions or sales of its products or various products to end customers, or third parties, nor may it contradict the terms and conditions entered into with Bosanet. In the event that the Seller is surprised and violates this clause, the fee established in this document will be charged.
1. Prohibition of propaganda or publicity of the Seller in the Products sold through the Portal.
The Seller undertakes not to send by any means (in its own parcel or Bosanet's, mail, flyers, labels, messages, or any other) propaganda, publicity, coupons or any document, stamp, box, wrapper, bag or label of promotions or sales of its products or various products to end customers, or third parties, nor may it contradict the terms and conditions entered into with Bosanet. In the event that the Seller is surprised and violates this clause, the fee established in this document will be charged.
BOSANET XPRESS – SELLERS TERMS & CONDITIONS
1. Overview and Marketplace Role
Thank you for your interest in becoming a Seller on Bosanet Xpress, the B2B marketplace operated by Bosanet LLC specialized in the Food & Beverage industry. Bosanet Xpress enables approved Sellers to list, market, and sell Food & Beverage products to approved Buyers through its websites and digital applications (collectively, the "Services").
Bosanet Xpress generally operates as a marketplace facilitator and payment intermediary connecting Sellers and Buyers. In most transactions, Bosanet Xpress is not the manufacturer, seller of record, distributor, or importer of record, and sales occur directly between the Seller and the Buyer.
However, Bosanet Xpress reserves the right, at its sole discretion and under specific commercial arrangements, to act as distributor, reseller, or importer of record for certain brands or products that have been previously selected and authorized by Bosanet Xpress. In such cases, the applicable transactional structure and responsibilities will be governed by the specific agreements and disclosures associated with those products or programs.
Throughout these Seller Terms of Service ("Seller Terms"), "Bosanet Xpress," "Bosanet," "we," "us," and/or "our" refer to Bosanet LLC. "You" and "your" refer to you as a Seller using the Services.
These Seller Terms, together with Bosanet's General Terms of Service, Buyer Terms, Privacy Policy, and all referenced marketplace policies, govern your access to and use of the Services. In the event of conflict, the following order applies: (1) transaction-specific platform terms, (2) Seller Terms (product, safety, fulfillment), (3) Buyer Terms (payment, acceptance, claims), (4) General Terms.
By registering and accepting these Seller Terms, you agree to be legally bound by them.
2. Seller Registration, Representations and Approval
To sell through Bosanet Xpress, you must create a Seller Account and be approved. You represent and warrant that you are legally organized, properly licensed, and authorized to manufacture, distribute, export, and sell Food & Beverage products in all relevant jurisdictions.
Bosanet may suspend, restrict, or deactivate your Seller Account at any time due to regulatory risk, food safety concerns, recall risk, fraud indicators, insurance non-compliance, or misuse of the Services.
3. Marketing, Visibility and Lead Acquisition
Bosanet Xpress may promote the marketplace and Sellers through advertising, landing pages, social media campaigns, lead forms, and other marketing channels.
Bosanet does not guarantee orders, sales volume, traffic, or revenue. Any examples of visibility, buyer interest, or marketplace performance are illustrative only and do not constitute promises or binding commitments.
Marketing materials, onboarding promotions, or sales communications do not create contractual obligations. Promotions, discounts, and onboarding incentives may vary by Seller and may be modified or discontinued at any time.
Submission of an application or expression of interest does not guarantee acceptance into the marketplace. Bosanet reserves the right to approve or reject any Seller application at its sole discretion.
4. Seller Qualification and Onboarding Tracks
Bosanet determines, at its sole discretion, the onboarding structure, service model, and fee pathway applicable to each Seller.
Any discounted, promotional, or “no cost” onboarding path is temporary, conditional, and subject to change or withdrawal at any time. Qualification for a promotional path does not imply permanent free access to the Services.
Sellers may not request, demand, or claim entitlement to a specific onboarding model if not selected by Bosanet.
5. Digital Acceptance of Terms and Payment Method Verification
5.1 Binding Acceptance
By clicking to accept these Terms, the Seller Agreement, or any related policies, you agree that such digital acceptance constitutes a legally binding electronic signature.
5.2 Proof of Acceptance
Bosanet may record technical data including IP address, timestamp, device information, and account credentials as proof of acceptance. You agree this constitutes valid legal evidence.
5.3 Payment Method Verification (Optional Temporary Authorization)
You acknowledge and agree that, where applicable, Bosanet Xpress may, but is not required to, perform a temporary authorization hold (which may be up to USD $1.00, or a similar nominal amount) on your designated payment method for purposes that may include identity verification, fraud prevention, and validation of payment legitimacy.
Any such authorization hold is not a charge, does not constitute a fee or payment, and will be automatically released by your financial institution in accordance with its standard procedures.
You agree that you will not dispute, reverse, or claim any such authorization hold as a fraudulent charge, billing error, or unauthorized transaction, to the maximum extent permitted by applicable law.
Bosanet reserves the right to require, repeat, or waive such verification at its sole discretion.
5.4 Payment Method Storage
You authorize Bosanet to securely store your payment credentials in compliance with PCI and applicable security standards for the purpose of:
• marketplace and service fees
• penalties or adjustments
• dispute-related charges
• chargeback recovery
5.5 Future Charges
You authorize Bosanet to charge stored payment methods for applicable fees in accordance with these Terms.
5.6 Chargeback Responsibility
If you initiate or improperly dispute a valid charge, you are responsible for associated chargeback fees, administrative costs, and reimbursement of related losses. Bosanet is not liable for additional bank-imposed penalties.
6. Product Compliance, Food Safety and Regulatory Responsibility
You are solely responsible for ensuring that all products listed or sold:
• Comply with all applicable food safety laws (including FDA, USDA, FSMA or equivalent).
• Meet labeling, allergen disclosure, nutritional, traceability, shelf-life, and packaging requirements:
o Are safe, merchantable, and fit for human consumption at shipment
o Meet import/export and customs requirements
o Do not infringe intellectual property or third-party rights
o Are lawful to sell from your jurisdiction into the Buyer’s jurisdiction.
Bosanet Xpress may conduct a preliminary review of certain basic compliance elements or documentation for onboarding and marketplace standards; however, Bosanet Xpress does not independently verify full regulatory compliance and does not assume responsibility for product certifications, inspections, authorizations, or legal approvals. The Seller remains solely and fully responsible for ensuring that all products and related operations comply with all applicable laws, regulations, food safety requirements, labeling rules, and import/export obligations in every jurisdiction where the products are manufactured, distributed, or sold.
Prohibited Products
Seller may not list or sell:
- Expired or near-expiration products
- Products lacking required regulatory approval
- Counterfeit or grey-market goods
- Products containing banned ingredients
- Products requiring special licenses not held by Seller
- Recalled or unsafe goods
- Improperly labeled imports
Bosanet may remove prohibited listings without notice.
7. Listings, Content and Data Accuracy
You are responsible for the accuracy and legality of all product listings, including ingredients, allergens, certifications, claims, origin, expiration dates, storage requirements, and pricing.
You grant Bosanet a non-exclusive, royalty-free, worldwide license to use your content for marketplace operations, merchandising, marketing, and order fulfillment.
API and Data Use Restrictions
If Seller accesses Bosanet through API integrations or bulk upload tools:
Seller warrants that:
- All uploaded data is accurate and lawful
- No automated scraping or unauthorized bots are used
- Platform systems are not reverse engineered
- API credentials are kept confidential
Bosanet may suspend API access for abuse or data integrity risks.
8. Orders, Fulfillment, Inventory and Lead Times
You must fulfill accepted orders according to listed specifications and lead times. Inventory levels must be accurate and updated in real time.
You are responsible for ensuring the inventory leven and product quantities on the platforms reflects the reality of your stock, in order to reduce the possibilities of an stock break that could potentially affect the fulfillment of orders and the service offered by Bosanet to Buyers.
Bosanet may cancel orders where required for compliance, fraud prevention, or platform integrity.
Service Level Standards (SLA)
Seller agrees to comply with the following minimum operational standards:
a. Order Acknowledgment
Seller must acknowledge or confirm orders within twenty-four (24) hours of receipt.
b. Label Generation
Shipping labels must be generated within one (1) business day of order confirmation unless otherwise specified in the product listing.
c. Pack-Out and Dispatch Time
Orders must be packed and dispatched within the lead time stated on the listing.
If no lead time is specified, shipment must occur within two (2) business days.
d. Late Shipment Definition
A shipment shall be considered late if:
It is not dispatched within the stated lead time; or
Tracking information is not uploaded within the required timeframe.
e. Seller Response Time
Seller must respond to Buyer or Bosanet inquiries within forty-eight (48) hours.
Failure to meet these standards may result in penalties, listing suspension, payout holds, or account review.
9. Cold Chain and Risk Transfer
You are responsible for compliant packaging, shipping, and handling of all products sold through the platform, including maintaining validated cold chain controls and temperature integrity for perishable or temperature-sensitive Food & Beverage goods. You must use appropriate carriers, packaging materials, and handling procedures consistent with industry standards and applicable regulations.
You may define shipping conditions applicable to your products, including shipping rates, minimum order thresholds for free shipping (if offered), and geographic limitations, subject to Bosanet Xpress platform standards and a commercially reasonable and fair shipping cost structure. Any shipping terms you establish must be clearly communicated through the platform at the time of listing or checkout.
Where operationally required or agreed, Bosanet Xpress may act as a coordination point or communication facilitator with logistics providers or couriers for shipment tracking, issue resolution, or delivery management. However, such involvement does not transfer legal responsibility for proper packaging, regulatory compliance, temperature control, or shipment integrity away from the Seller.
Failure to maintain required food safety, temperature control, or safe transit conditions, or to ship in accordance with the stated or agreed shipping terms, will constitute a material breach of these Seller Terms and may result in claims, refunds, chargebacks, or other corrective actions as determined under Bosanet Xpress policies.
Unless otherwise required by applicable law or expressly agreed in writing, risk of loss transfers to the Buyer upon confirmed delivery at the destination address provided in the order.
10. Shipping and transportation
Bosanet may assist you with the shipping of products purchased on the platform through our own network of freight and parcel vendors. All charges associated with such shipping shall be transferred to Buyer, however responsibility for product conditions upon delivery remains with you as the Seller.
You agree to provide a valid physical pick-up address for all orders placed through the Services.
Bosanet is not responsible for delays, losses or damage caused by third party logistics and transportation vendors.
Delivery times may vary depending on the pickup and delivery locations, carrier services and market conditions, as well as the specific conditions under which each product must be handled and transported. Estimated pickup, delivery and transit times may be provided by Bosanet, but they constitute no obligation to Bosanet or its commercial partners and should only be deemed as estimated times.
Bosanet will coordinate the pickup and delivery of goods and choose the adequate services with parcel and transportation vendors depending on the needs of the products being shipped, such needs should have been previously informed by you; however, any damage or loss caused by wrong or missing product information or handling instructions is solely your responsibility and all costs shall be absorbed by you.
11. Seller Portal Access and Account Security
You are responsible for maintaining the confidentiality of login credentials and for all activity occurring under your account. Bosanet is not liable for unauthorized access resulting from your failure to safeguard credentials.
Platform uptime is not guaranteed. Maintenance, upgrades, or interruptions may occur without notice. Bosanet may modify portal features, design, or functionality at any time.
You are responsible for proper use of the Seller portal. Bosanet is not liable for losses resulting from user error.
12. Seller Documentation and Regulatory Declarations
You certify that all information and documents provided during onboarding are accurate, complete, and truthful.
You remain solely responsible for compliance with all food, beverage, agricultural, labeling, safety, and regulatory requirements including FDA, USDA, state, and international rules.
Bosanet may conduct administrative or preliminary checks but does not guarantee legal or regulatory verification. Any fines, penalties, recalls, or legal consequences remain your responsibility.
Bosanet may reject or delay applications due to incomplete or suspicious documentation and is not liable for resulting delays.
Audit and Inspection Rights
Bosanet reserves the right to:
- Request batch, lot, and traceability documentation
- Request certificates of analysis (COAs), facility permits, and invoices
- Conduct remote or third-party compliance audits
- Inspect inventory records
- Verify product origin and authenticity
Failure to cooperate may result in suspension or termination.
13. Product Listings, Content, and Marketplace Information
You are solely responsible for the accuracy of all product data, including ingredients, nutrition facts, allergen disclosures, claims (organic, gluten-free, etc.), pricing, images, shipping details, and inventory levels.
You warrant that you own or have legal rights to all content uploaded. Bosanet may edit, remove, or reject listings at its discretion.
Bosanet is not liable for mislabeling, claims violations, packaging defects, or seller-uploaded errors. Listings may be paused if information is inaccurate or outdated.
14. Product Review and Approval by Bosanet
Bosanet may review listings for administrative or marketplace standards purposes. Approval does not constitute endorsement, certification, or verification of compliance or accuracy.
Review timelines are estimates and delays do not create liability. Bosanet may reject or request modifications at any time.
15. Corrections and Listing Compliance
You must correct listing issues within the timeframe requested by Bosanet. Failure to do so may result in paused or removed listings.
Bosanet is not liable for lost sales resulting from correction delays.
16. Inventory Accuracy and Fulfillment Responsibility
You guarantee inventory accuracy at all times and accept responsibility for stockouts, shipment delays, and inventory discrepancies.
You must properly designate fulfillment method (self-ship or Bosabox). Bosanet is not liable for delays, spoilage, or buyer dissatisfaction caused by Seller fulfillment.
Bosanet may pause listings with inconsistent inventory data.
Performance Penalties and Enforcement
Bosanet may impose penalties including but not limited to:
- Fixed administrative fee per late shipment
- Fees for inaccurate inventory resulting in cancellation
- Chargeback cost pass-through
- Dispute abuse penalties
- Late response penalties
- Repeated cancellation penalties
Penalties may be automatically deducted from Seller payouts.
Bosanet reserves discretion to adjust penalty amounts consistent with marketplace risk exposure.
17. Marketplace Visibility and Performance
Bosanet does not guarantee sales, traffic, ranking, or visibility. Product discovery depends on buyer behavior and marketplace algorithms, which may change at any time.
You may not manipulate marketplace systems, create fake orders or reviews, or redirect buyers outside the platform.
18. Payments, Fees and Adjustments
Bosanet facilitates payment collection on your behalf. Buyer payment to Bosanet discharges the Buyer’s obligation to you to the extent received.
Bosanet may deduct platform fees, refunds, chargebacks, recall-related costs, or claim adjustments from Seller payouts.
Fee Structure
Bosanet may charge:
- Marketplace commissions (percentage of transaction value)
- Payment processing fees
- Promotional or marketing program fees
- Listing or placement fees
- Onboarding or subscription fees
- Fulfillment coordination fees
- Dispute or chargeback administrative fees
Applicable fee schedules may be provided separately and may be updated at Bosanet’s discretion.
Payout Schedule
Unless otherwise agreed:
- Payouts may occur on a rolling basis (e.g., 7–30 days after confirmed delivery).
- Bosanet may delay payouts to account for refunds, disputes, or risk review.
- All payouts are net of fees, adjustments, refunds, penalties, and chargebacks.
Refund Deductions
Bosanet may deduct from Seller payouts:
- Buyer refunds
- Recall-related costs
- Damaged goods claims
- Chargeback amounts
- Administrative penalties
Right to Withhold or Suspend Payouts
Bosanet may temporarily withhold or suspend payouts if reasonably necessary to investigate:
- Suspected fraud
- Excessive complaints
- Traceability gaps
- Regulatory inquiries
- Food safety concerns
- Negative order performance trends
- Incomplete documentation
Such holds may remain in place until investigation is completed. Bosanet shall not be liable for delays arising from legitimate risk reviews.
Negative Balances
If Seller’s account reflects a negative balance, Seller must remit payment within ten (10) days.
Bosanet may:
- Deduct negative balances from future payouts
- Charge stored payment methods
- Engage collections if necessary
Seller must maintain a valid payment method at all times.
Payment Method Verification (Optional Temporary Authorization)
You acknowledge and agree that, where applicable, Bosanet Xpress may, but is not required to, perform a temporary authorization hold (which may be up to USD $1.00, or a similar nominal amount) on your designated payment method for purposes that may include identity verification, fraud prevention, and validation of payment legitimacy.
Any such authorization hold is not a charge, does not constitute a fee or payment, and will be automatically released by your financial institution in accordance with its standard procedures.
You agree that you will not dispute, reverse, or claim any such authorization hold as a fraudulent charge, billing error, or unauthorized transaction, to the maximum extent permitted by applicable law.
Bosanet reserves the right to require, repeat, or waive such verification at its sole discretion.
19. Returns, Claims and Perishable Goods (Alignment with Buyer Policy)
This Returns, Refunds and Cancellation Policy (the “Policy”) applies to purchases of Food & Beverage products made available through Bosanet Xpress, operated by Bosanet LLC.
Due to the nature of Food & Beverage products, returns are not permitted except for non-conforming, unsafe, damaged, or incorrectly fulfilled goods.
This limitation is necessary to ensure:
• Food safety and sanitary compliance.
• Regulatory compliance with food handling and resale standards.
• Preservation of the cold chain and product integrity, when applicable.
You are responsible for Buyer claims resulting from:
• Spoilage or temperature abuse occurring before delivery
• Contamination, undeclared allergens, or mislabeling
• Damaged packaging affecting safety
• Expired or short-dated products shipped
• Incorrect items shipped
Bosanet may issue refunds or credits without requiring physical return for food safety reasons and may offset these amounts from your payouts.
You must cooperate with investigations and provide lot numbers, traceability records, shipping data, and corrective actions upon request.
You are not responsible for claims caused by Buyer mishandling, improper storage, or resale after shelf-life expiration.
20. Recalls and Food Safety Incidents
You must immediately notify Bosanet of any recall, contamination risk, regulatory action, or safety incident. You bear full responsibility for recall execution, regulatory reporting, consumer notification, and all related costs.
Bosanet may suspend listings, freeze payouts, or remove products to protect marketplace participants.
21. Insurance Requirements
You must maintain Commercial General Liability and Product Liability Insurance covering Food & Beverage risks, bodily injury, illness, contamination, and recall exposure, with industry-standard limits. You are required to maintain minimum limits of $1,000,000 USD per occurrence and $2,000,000 USD in aggregate for General Liability, and $1,000,000 USD per occurrence and $2,000,000 USD in aggregate for Product Liability. Proof of insurance must be provided upon request. Bosanet LLC must be named as an additional insured on all applicable policies.
22. Taxes and Regulatory Charges
You are solely responsible for all taxes, duties, tariffs, and governmental charges related to your sales.
23. Indemnification
You agree to indemnify and hold harmless Bosanet LLC and Bosanet Xpress from claims, losses, penalties, or expenses arising from your products, regulatory violations, food safety issues, recalls, labeling inaccuracies, or breach of these Seller Terms.
24. Limitation of Liability
To the maximum extent permitted by law, Bosanet shall not be liable for indirect, incidental, or consequential damages. Bosanet's total liability shall not exceed the amount of commissions and fees actually received by Bosanet from you in connection with the specific transaction or transactions giving rise to the claim, during the six (6) months preceding the event giving rise to liability, or one hundred dollars ($100 USD), whichever is greater.
This limitation of liability shall not apply to obligations that cannot by law be limited, including but not limited to: (a) death or personal injury caused by Bosanet's negligence; (b) fraud or fraudulent misrepresentation; (c) liabilities that cannot be legally excluded or limited under applicable law.
25. Force Majeure
Neither party shall be liable for failure or delay in performing any of its obligations under these Terms if such failure or delay results from events or circumstances outside its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, civil unrest, governmental acts, pandemics, epidemics, strikes, lockouts, critical infrastructure failures, internet or telecommunications disruptions, cyber attacks, or any other cause beyond the reasonable control of the affected party (a "Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and make commercially reasonable efforts to mitigate its effects. If the Force Majeure Event persists for more than thirty (30) days, either party may terminate the affected agreement upon written notice.
26. Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Seller Terms without Bosanet's prior written consent. Any attempted assignment without such consent shall be void. Bosanet may assign these Terms freely without your consent in connection with a merger, acquisition, sale of assets, or by operation of law.
27. Severability
If any provision of these Seller Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be construed to the maximum extent permissible by law to reflect the parties' original intent, and the remaining provisions shall remain in full force and effect. The invalidity of one provision shall not affect the validity or enforceability of any other provision of these Terms.
28. Waiver
No waiver by Bosanet of any term or condition set forth in these Seller Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Bosanet's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Bosanet to be effective.
29. Survival
The provisions of these Terms that by their nature should survive termination or expiration shall survive, including but not limited to: indemnification, limitation of liability, warranties, product compliance, recall obligations, pending payment obligations, governing law and jurisdiction, and confidentiality.
30. Modifications to Terms
Bosanet reserves the right to modify, update, or change these Seller Terms at any time at its sole discretion. Any changes will be effective immediately upon posting on the Bosanet Xpress platform. Bosanet will make commercially reasonable efforts to notify Sellers of material changes via email or platform notification. Your continued use of the Services after posting of any changes constitutes your acceptance of the new Terms. If you do not agree with the modified Terms, you must cease use of the Services and may terminate your account in accordance with these Terms.
31. Notices
All notices required or permitted under these Seller Terms must be in writing and will be deemed duly delivered when: (a) delivered personally; (b) sent by certified or registered mail, postage prepaid, return receipt requested; (c) sent by a recognized courier service with delivery confirmation; or (d) sent by email with confirmation of receipt. Notices to Bosanet should be sent to the contact address specified on the platform or to legal@bosanet.com. Notices to you will be sent to the email address or physical address associated with your Seller Account.
32. Entire Agreement
These Seller Terms, together with the General Terms of Service, Buyer Terms, Privacy Policy, and all referenced marketplace policies, constitute the complete and exclusive agreement between you and Bosanet regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the parties concerning such subject matter. There are no warranties, representations, or other agreements between the parties in connection with the subject matter of these Terms except as specifically set forth in these Terms.
33. Governing Law and Jurisdiction
These Seller Terms, and any dispute, claim or controversy arising out of or relating to them or the use of the Services, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The parties agree that the state and federal courts located in Miami Dade County, Florida shall have exclusive jurisdiction over any dispute arising out of or relating to these Seller Terms or the Services. Each party irrevocably submits to such jurisdiction and venue and waives any objection based on inconvenient forum or otherwise.
Dispute Resolution and Arbitration
Any dispute arising under these Terms shall first be subject to good faith negotiation.
If unresolved, disputes shall be resolved through binding arbitration administered in Miami-Dade County, Florida, under the rules of the American Arbitration Association.
Class actions and jury trials are waived to the extent permitted by law.
Either party may seek injunctive relief in court for intellectual property or confidentiality violations.
1. Overview
Thank you for your interest in becoming a Buyer on Bosanet Xpress, the B2B marketplace operated by Bosanet LLC and specialized in the Food & Beverage industry, accessible through our websites (collectively, the “Site”) and any related mobile or digital applications (collectively, the “Application”) (together, the “Services”).
Throughout these Buyer Terms of Service (“Buyer Terms”), the terms “Bosanet Xpress,” “Bosanet,” “we,” “us,” and/or “our” refer to Bosanet LLC, the entity that owns and operates the Bosanet Xpress marketplace. The terms “you” and/or “your” refer to you as a user of the Services acting in the capacity of a Buyer.
These Buyer Terms, together with Bosanet’s General Terms of Service and Privacy Policy, govern your access to and purchase of products through the Services. These Buyer Terms also reference additional Bosanet Xpress policies that provide further details regarding the operation of the Services, all of which are incorporated herein by reference and form an integral part of these Buyer Terms.
By registering on Bosanet Xpress and accepting these Buyer Terms, you acknowledge that you have read, understood, and agreed to be bound by them. Any capitalized terms used but not defined in these Buyer Terms shall have the meanings assigned to them in the General Terms.
With respect to any purchase of products by you from a Seller through the platform (each, an "Order Contract"), Bosanet Xpress acts as a processing and facilitation platform authorized by Sellers to manage order placement, payments, and related services on their behalf. Bosanet Xpress does not assume Seller obligations related to product, fulfillment, quality, food safety, or regulatory compliance, except as expressly stated otherwise in these Terms. You agree that it is your sole responsibility as a Buyer to conduct all necessary and independent due diligence prior to purchase, including evaluating the legality, regulatory status, certifications, safety, labeling accuracy, and suitability of products for resale or distribution within your jurisdiction. Bosanet Xpress acts solely as a platform facilitator connecting Buyers and Sellers, and does not assume responsibility for regulatory compliance, safety, or suitability of products.
For purposes of these Buyer Terms, the words “include” and “including” shall be deemed to mean “including, without limitation.”
2. Registration
To purchase products through the Services as a Buyer, you must register, create a Buyer account, and be approved by Bosanet Xpress (“Buyer Account”), in accordance with these Buyer Terms and the applicable General Terms.
Bosanet Xpress reserves the right to suspend or deactivate your Buyer Account if we determine that you have violated these Buyer Terms or any applicable policies, including, without limitation, misuse of the Services or non-compliant commercial activity as defined by Bosanet Xpress.
3. Product Compliance
You acknowledge and agree that Bosanet Xpress may perform a preliminary review of Sellers and their products to assess basic marketplace eligibility and general compliance indicators. However, such review is limited in scope and does not constitute a certification, inspection, guarantee, or legal determination that any product or related content complies with applicable laws, regulations, food safety standards, labeling requirements, import/export rules, or intellectual property laws.
Bosanet Xpress is not responsible for independently verifying full regulatory compliance of products offered through the Services.
You agree that it is your sole responsibility as a Buyer to conduct all necessary and independent due diligence prior to purchase, including evaluating the legality, regulatory status, certifications, safety, labeling accuracy, and suitability of products for resale or distribution within your jurisdiction.
The following matters are solely the responsibility of the Seller, and Bosanet Xpress does not warrant or verify that products:
(i) comply with Bosanet Xpress product guidelines or are permitted to be listed on the platform
(ii) comply with all applicable laws and regulations, including food safety, labeling, testing, warnings, import/export rules, and consumer protection requirements
(iii) do not infringe upon intellectual property, publicity, or proprietary rights of third parties
(iv) do not contain false, inaccurate, or misleading information
(v) are legally permitted to be sold from the Seller’s jurisdiction and/or into your jurisdiction; and/or
(vi) are legally permitted to be resold by you into your customers’ jurisdictions.
Each Seller remains fully and exclusively liable for any regulatory non-compliance, food safety violation, mislabeling, legal infraction, or intellectual property infringement related to its products. In the event of such non-compliance, the Seller shall bear all resulting responsibility, including recalls, regulatory penalties, claims, damages, losses, and associated costs.
You further acknowledge and accept all legal, regulatory, and financial implications associated with purchasing products through the Services, including but not limited to taxes, duties, licenses, permits, customs procedures, tariffs, and other cross-border compliance requirements.
To the fullest extent permitted by law, you hereby release Bosanet Xpress and Bosanet LLC from liability related to the foregoing matters and agree to indemnify, defend, and hold them harmless from any claims, damages, losses, liabilities, costs, or expenses arising out of or related to such matters, as further described in the Indemnification section of these Terms.
4. Order Fulfillment and Marketplace Use
Use of Third-Party Platforms
You agree not to fulfill or process orders placed through Bosanet Xpress using third-party websites or platforms, unless expressly approved by Bosanet Xpress. Prohibited platforms may include, without limitation, large consumer marketplaces and resale platforms.
Minimum Order Requirements
Sellers may establish a minimum purchase amount that a Buyer must meet in order to place an order (an “Order Minimum”). Such minimums are determined solely by each Seller and may vary by Seller. Sellers may also set different minimums for initial orders and subsequent reorders.
Right to Refuse or Cancel Orders
You acknowledge and agree that Sellers may decline to fulfill an order at their discretion, and that Bosanet Xpress reserves the right to cancel or suspend any transaction for any reason.
Inventory Availability
Bosanet Xpress encourages Sellers to maintain adequate inventory levels. However, Bosanet Xpress does not guarantee product availability or that sufficient inventory will exist to fulfill your orders at any given time.
5. Test Products and Samples
Testers
Where offered by a Seller, test or demo products may be purchased. Buyers may include no more than one tester per product SKU in any qualifying order. Testers are non-returnable and non-refundable.
Samples
Unless otherwise stated by the Seller, product samples are not available through the Services.
6. Non-Circumvention
You agree to place all orders for a Seller’s products through the Bosanet Xpress Services if you were first introduced to that Seller via the platform. You further agree not to bypass, interfere with, or otherwise circumvent Bosanet Xpress by transacting directly with Sellers outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Buyer Account.
7. Seller Exclusivity
In certain cases, a Seller may explore the possibility of granting a Buyer a defined period of local or regional geographic exclusivity. Any such arrangement is strictly optional, is not guaranteed, and will only apply if expressly reviewed and approved in advance by both the Seller and Bosanet Xpress.
All exclusivity discussions, conditions, and approvals must be coordinated through Bosanet Xpress. Any potential exclusivity may be subject to additional requirements, which could include minimum purchase volumes, performance commitments, product scope limitations, territory definitions, and time restrictions, as determined on a case-by-case basis.
No Buyer shall be deemed to have any form of exclusivity unless a separate written confirmation has been issued with the knowledge and participation of Bosanet Xpress. Bosanet Xpress reserves the right to decline, modify, or withdraw involvement in any proposed exclusivity arrangement at its discretion.
8 Shipping and Delivery Restrictions
You agree to provide a valid physical shipping address for all orders placed through the Services. Drop shipping to end customers is not permitted, nor is the forwarding of purchased products to international destinations through mail forwarding services or similar arrangements, unless expressly authorized by Bosanet Xpress.
9 Taxes and Duties
For transactions completed through Bosanet Xpress, applicable taxes may be calculated and included on the order invoice issued by or on behalf of the Seller, in accordance with applicable laws. You acknowledge and agree that you are responsible for payment of the full invoiced amount, including any applicable taxes, duties, or governmental charges.
You further agree to assume full responsibility for the accurate reporting and payment of any taxes, including but not limited to sales tax, VAT, GST, import duties, or similar charges, whether applied directly or through reverse-charge or similar mechanisms, as required by your jurisdiction. To the fullest extent permitted by law, you release Bosanet Xpress and Bosanet LLC from any liability related thereto and agree to indemnify, defend, and hold them harmless from any related claims, penalties, interest, or assessments.
10. Payment Methods
To place orders through the Services, you must link at least one approved payment method to your Buyer Account. Accepted payment methods may include credit or debit cards and other electronic payment methods, subject to availability by region. Prepaid cards may not be accepted.
By providing payment information and completing a purchase, you authorize Bosanet Xpress, the applicable Seller, Bosanet LLC, their affiliates, and authorized payment service providers to charge your selected payment method for the full purchase amount, including applicable taxes, fees, and any other charges incurred. You further authorize adjustments, refunds, or corrections where necessary. Bosanet Xpress reserves the right to correct any pricing or billing errors.
Your default payment method on file will be charged for any amounts due. If such charge fails, Bosanet Xpress may charge any other valid payment method associated with your Buyer Account.
11 Payment Processing
Bosanet Xpress may use third-party payment processors for payment authorization, fraud prevention, transaction processing, and settlement of funds to Sellers. You acknowledge and agree that Bosanet Xpress may share necessary information with such providers to facilitate transactions and manage risk.
12 Order Contracts and Role of Bosanet Xpress
With respect to any purchase of products by you from a Seller through the platform (each, an “Order Contract”), Bosanet Xpress acts as a processing and facilitation platform authorized by Sellers to manage order placement, payments, and related services on their behalf.
Payment made by you to Bosanet Xpress in connection with an Order Contract shall satisfy your payment obligation to the Seller to the extent of the amount paid. Bosanet Xpress does not act as your agent in negotiating or entering into Order Contracts.
13 Payment Terms and Timing
For each Order Contract, Bosanet Xpress may make one or more of the following payment options available, subject to Seller participation and credit approval:
· Payment on Shipment: payment is due on the shipment date of the applicable products.
· Deferred Payment Terms (Net 30 / Net 60): where approved, you may be granted interest-free trade credit, requiring payment on the applicable due date following the contract date.
14 Availability of Deferred Payment Terms and Credit Limits
The availability of Net 30, Net 60 terms is subject to credit evaluation, ongoing monitoring, and the total outstanding balance across all unpaid Order Contracts (the “Outstanding Credit Balance”).
Bosanet Xpress may establish and modify a credit limit applicable to your Buyer Account. If approving deferred payment terms for a new order would cause your Outstanding Credit Balance to exceed your credit limit, Bosanet Xpress may require Payment on Shipment for that order. You may reduce your Outstanding Credit Balance by making payments through your Buyer Account and may request a credit limit review or increase, subject to approval.
Bosanet Xpress may also impose maximum order size thresholds for orders eligible for deferred payment terms. You agree not to create multiple accounts to evade credit limits or payment controls.
15 Failure to Pay and Remedies
If you fail to pay any amount when due, Bosanet Xpress may, without limitation and to the extent permitted by applicable law:
• Declare all outstanding amounts immediately due and payable
• Cancel or suspend one or more Order Contracts
• Temporarily suspend or permanently terminate your Buyer Account
• Reduce your credit limit to zero
• Apply any amounts payable to you by Bosanet Xpress toward outstanding balances
• Assess reasonable collection-related fees and interest on overdue amounts at a rate permitted by applicable law or as otherwise communicated to you in writing, calculated from the due date until payment is received.
Bosanet Xpress reserves the right to engage third-party collection agencies or pursue any legal or equitable remedies available to recover unpaid amounts.
16 Indemnification in Case of Substitute Payment
You acknowledge and agree that, in the event you fail to pay any portion of the Outstanding Credit Balance or any other amount due under these Terms when payable, Bosanet Xpress may, at its discretion and for purposes of proper marketplace and risk management, make payment of such amount to the applicable Seller or other entitled party (the “Discharged Party”).
To the extent Bosanet Xpress makes such payment, you agree that you shall be fully liable to Bosanet Xpress for the same amount and under the same terms as you were liable to the Discharged Party. You further agree to indemnify, defend, and hold harmless Bosanet Xpress and Bosanet LLC from and against any and all costs, damages, losses, expenses, or liabilities incurred as a result of your failure to make timely payment, including reasonable collection costs and related expenses.
17 Shipping Costs
Shipping costs will be reflected on your order invoice. Unless your order qualifies for free shipping, you are responsible for and agree to pay all applicable shipping charges, as well as any customs fees, duties, taxes, or similar charges associated with international shipments.
Shipping conditions may be determined by the Seller, Bosanet Xpress, or a combination of both, depending on the logistics model, carrier arrangements, promotional programs, or specific commercial terms applicable to the order. Shipping charges must at all times reflect a commercially reasonable and fair cost of shipment, consistent with the nature of the goods, destination, and required handling conditions (including temperature-controlled logistics where applicable).
Sellers and/or Bosanet Xpress may establish shipping structures such as:
• A fixed or estimated shipping rate applicable to certain orders
• Free shipping eligibility when an order meets a minimum purchase threshold
• Variable shipping rates based on weight, dimensions, origin, destination, carrier pricing, or special handling requirements.
Where a fixed, estimated, or promotional shipping condition applies, the shipping cost will follow those terms. Where no predefined structure applies, shipping costs will be calculated based on commercially reasonable logistics factors at the time of fulfillment.
Prior to shipment, the Seller or Bosanet Xpress may request an adjustment to previously indicated shipping costs where necessary due to changes in carrier rates, shipment characteristics, regulatory requirements, or handling needs. You may accept or decline such adjustments. If you decline or fail to respond within the specified timeframe, the order may be canceled. If you accept, the order will proceed and you agree to pay the revised shipping cost.
Bosanet Xpress reserves the right to modify, introduce, or discontinue shipping programs, logistics arrangements, or pricing mechanisms at any time, provided that shipping charges remain commercially reasonable and consistent with applicable law.
18 Lead Times and Order Tracking
You acknowledge that shipping lead times vary by Seller, product type, and availability. Estimated lead times shown on the Seller’s profile, product pages, and/or during checkout are for reference only and do not constitute a binding commitment to ship.
Orders placed through the platform are subject to Seller confirmation. A Seller may accept, reject, or request modifications to an order based on inventory availability, logistics constraints, regulatory compliance, risk considerations, or other legitimate commercial reasons. If an order is not confirmed for shipment, it will not be processed and no shipping obligation will arise.
Sellers may not reject orders in a manner that is abusive, discriminatory, or intended to circumvent marketplace policies. Bosanet Xpress reserves the right to review order rejections and may request information from the Seller to determine the reasons for non-fulfillment. Where Bosanet determines that rejections are inconsistent with platform standards, Seller obligations, or fair marketplace practices, Bosanet may apply corrective measures in accordance with the Seller Terms, including warnings, listing restrictions, temporary suspension, or account termination.
Where an order is confirmed and subsequently not shipped within two (2) weeks of confirmation, the applicable invoice due date and any return window (where applicable) will be automatically extended by an additional two (2) weeks.
Once an order is confirmed for fulfillment, the expected shipment date will be reflected in your Buyer Account. You will be notified when the order ships, including tracking information and final shipping costs. This information will also be available in your Buyer Account dashboard.
If an order is canceled by the Seller after confirmation, cannot be fulfilled, or is not shipped within a commercially reasonable timeframe, Bosanet Xpress may issue a refund to the Buyer for amounts paid related to the unfulfilled portion of the order. Bosanet Xpress reserves the right to recover or offset such refunded amounts from sums otherwise payable to the Seller under the Seller Terms.
19 Returns, Refunds and Cancellation Policy
This Returns, Refunds and Cancellation Policy (the “Policy”) applies to purchases of Food & Beverage products made available through Bosanet Xpress, operated by Bosanet LLC.
Due to the nature of goods, returns and refunds are subject to stricter conditions than those applicable to other kind of products.
Capitalized terms not defined herein shall have the meanings assigned in the applicable General Terms, Buyer Terms, and Seller Terms, which are incorporated by reference.
General Rule for Foods and Beverage Goods
All Food & Beverage products are final sale and not eligible for return; however, a refund or replacement may be granted, depending on the reason for the refusal of the products by the Buyer.
This limitation is necessary to ensure:
· Food safety and sanitary compliance.
· Regulatory compliance with food handling and resale standards.
· Preservation of the cold chain and product integrity, when applicable.
Exceptions: Damaged, Defective, Expired or Non-Conforming Products
A refund or replacement may be granted only if the Buyer demonstrates that the product:
· Arrived damaged, spoiled, contaminated, or unsafe for consumption.
· Was delivered outside the required temperature range, where applicable.
· Does not match the confirmed order specifications (wrong product, quantity, or batch).
· Has expired by the time of delivery or is less than 2 weeks until expiration date.
Reporting Requirements:
· Issues must be reported within 24 hours of delivery for refrigerated or frozen goods, and 48 hours for shelf-stable products.
· Claims must be submitted through the Buyer Account on Bosanet Xpress.
· Clear photographic evidence must be provided, including:
o Product condition.
o Packaging.
o Lot number and expiration date.
o Temperature indicators, if applicable.
Failure to report within the applicable timeframe or without the appropriate supporting evidence will result in the order being deemed accepted and satisfactory, and no refund nor replacement will be granted.
If a claim is validated, Bosanet Xpress or the Seller may, at their discretion:
· Issue a full or partial refund.
· Issue a credit for future purchases.
· Arrange for a replacement shipment.
Items Not Eligible for Refund or Replacement
The following items cannot be refunded or replaced under any circumstances:
· Opened, partially consumed, or tampered products.
· Products past or close to expiration date due to Buyer storage conditions.
· Seasonal, promotional, clearance, or “final sale” food items.
· Customized, private-label, or made-to-order food products.
· Products stored or handled contrary to Seller or manufacturer instructions.
Buyer Responsibilities Upon Delivery
Buyers are responsible for:
· Receiving shipments promptly at the designated delivery location.
· Ensuring appropriate storage conditions immediately upon delivery.
· Verifying product condition, quantities, and temperature (if applicable) at receipt.
Bosanet Xpress and Sellers are not responsible for spoilage, damage, or loss resulting from:
· Delivery delays caused by the Buyer.
· Inadequate storage or handling after delivery.
· Failure to receive or inspect products on delivery.
Shipping, Lead Times, and Risk Transfer
· Shipping costs for Food & Beverage products are non-refundable.
· Risk of loss and responsibility for product integrity transfer to the Buyer upon delivery, unless otherwise required by applicable law.
· Lead times may vary depending on product type, origin, and logistics requirements.
If a shipment is delayed beyond the Seller’s control (including carrier delays), Bosanet Xpress does not guarantee refunds unless product non-conformance can be demonstrated.
Order Cancellations
Orders containing frozen or refrigerated Food & Beverage products cannot be canceled once confirmed or processed by the Seller.
Cancellation requests submitted prior to processing may be accepted at the Seller’s discretion and may be subject to administrative or restocking fees.
Fraud Prevention and Final Determination
Bosanet Xpress reserves the right to:
· Reject claims that lack sufficient evidence.
· Limit refunds for repeated or abusive claims.
· Charge the Buyer’s payment method on file in cases of suspected misuse or fraud.
All determinations regarding perishable product claims are final.
20 Limited License – Food & Beverage Content
Bosanet Xpress may display product-related content, including but not limited to photographs, ingredient lists, nutritional information, certifications, product descriptions, brand stories, labels, and packaging images (the “Content”) related to Food & Beverage products offered through the Services.
You are granted a limited, royalty-free, non-exclusive, non-assignable, non-sublicensable, and revocable license to use the Content solely on your own company website or physical point of sale, and only for the purpose of reselling the exact same product purchased through the Services.
Marketing and Advertising Restrictions
You expressly agree that you may not use the Content in:
· Paid or organic advertising campaigns.
· Social media posts or ads (including Facebook, Instagram, Google, TikTok, or similar platforms).
· Email marketing, promotional flyers, or third-party marketplaces.
without the prior written consent of the Content owner (Brand or Seller).
21 Ownership and Regulatory Disclaimer
You acknowledge and agree that:
· You are a licensee only and do not acquire any ownership, intellectual property, or proprietary rights in the Content.
· All Content remains the exclusive property of the applicable Brand or rights holder.
You further acknowledge that:
· Bosanet Xpress does not guarantee that the Content complies with all food labeling, advertising, health claim, or regulatory requirements applicable in your jurisdiction.
· You are solely responsible for ensuring that any use of the Content complies with local food safety, labeling, consumer protection, and advertising laws, including restrictions related to nutritional claims, allergens, health benefits, and country-of-sale regulations.
Bosanet Xpress shall not be liable for any claims, damages, penalties, or losses arising from:
· Improper or unauthorized use of the Content.
· Regulatory non-compliance related to marketing or resale of Food & Beverage products.
· Any infringement or alleged infringement of third-party intellectual property rights.
22 Disputes
For any dispute related to an order or Food & Beverage products purchased from a Brand, you agree that Bosanet Xpress will act as an intermediary between you and the Seller to help address the issue.
Bosanet Xpress will make commercially reasonable, good-faith efforts to facilitate communication between the parties and will provide the appropriate channels or means necessary for the exchange of relevant information, documentation, and evidence related to the dispute. Both parties agree to cooperate in good faith and respond in a timely and transparent manner.
While Bosanet Xpress may assist in facilitating discussions and coordinating resolution efforts, Bosanet Xpress does not guarantee resolution of any dispute and does not assume liability for the outcome of disputes between Buyers and Sellers, except as expressly provided in these Terms.
Bosanet's liability is limited to amounts actually received by Bosanet in connection with the specific transaction in dispute.
23 Indemnity
You are solely responsible for any loss, damage or harm caused to third parties arising out of your participation in Bosanet Xpress, your use of the Services, or any violation of these Buyer Terms, the General Terms, applicable laws, regulations, or third-party rights. Accordingly, you agree to defend, indemnify and hold harmless Bosanet LLC, Bosanet Xpress, and their respective parents, subsidiaries, affiliates, partners, successors and assigns, as well as their officers, directors, employees, agents, contractors and service providers, from and against any and all claims, liabilities, damages, losses, judgments, penalties, costs and expenses (including reasonable legal and accounting fees) arising from or related to your breach of these Terms, misuse of the Services, or non-compliance with applicable Food & Beverage regulations, to the maximum extent permitted by applicable law.
24 Liability
You acknowledge and agree that, to the maximum extent permitted by applicable law, all risks arising from your access to and use of the Bosanet Xpress platform and related services rest solely with you. Neither Bosanet LLC, Bosanet Xpress, Bosapay LLC, nor Bosabox LLC, nor any party involved in the development, operation or delivery of the platform or Services, shall be liable for any indirect, incidental, special or consequential damages.
To the maximum extent permitted by applicable law, the total aggregate liability of Bosanet LLC, Bosanet Xpress, Bosapay LLC, and Bosabox LLC arising out of or in connection with these Terms or the use of the Services shall not exceed the amount actually received by Bosanet from you in connection with the specific transaction or transactions giving rise to the claim during the six (6) months preceding the event giving rise to liability, or one hundred dollars (USD $100), whichever is greater.
This limitation of liability shall not apply to obligations that cannot by law be limited, including but not limited to: (a) death or personal injury caused by Bosanet's negligence; (b) fraud or fraudulent misrepresentation; (c) liabilities that cannot be legally excluded or limited under applicable law.
You acknowledge that these limitations of liability are a fundamental basis of the agreement between you and Bosanet.
25 Termination
If you breach any of these Buyer Terms or the General Terms, Bosanet LLC reserves the right, in its sole discretion and without prior notice, to temporarily suspend or permanently terminate your Buyer Account, these Buyer Terms, the General Terms, and/or your access to the Bosanet Xpress platform and Services. Bosanet may revoke your access to the Services at any time, with or without cause.
In the event of termination due to your breach, you shall remain fully liable for any outstanding amounts, obligations or liabilities accrued prior to the effective date of termination.
You may terminate your relationship with Bosanet at any time by contacting us or through any communication channels that Bosanet Xpress makes available for this purpose. Bosanet will close your Buyer Account once all outstanding balances, fees, and obligations have been fully settled.
26 Force Majeure
Neither party shall be liable for failure or delay in performing any of its obligations under these Terms if such failure or delay results from events or circumstances outside its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, civil unrest, governmental acts, pandemics, epidemics, strikes, lockouts, critical infrastructure failures, internet or telecommunications disruptions, cyber-attacks, or any other cause beyond the reasonable control of the affected party (a "Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and make commercially reasonable efforts to mitigate its effects. If the Force Majeure Event persists for more than thirty (30) days, either party may terminate the affected agreement upon written notice.
27 Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Buyer Terms without Bosanet's prior written consent. Any attempted assignment without such consent shall be void. Bosanet may assign these Terms freely without your consent in connection with a merger, acquisition, sale of assets, or by operation of law.
28 Severability
If any provision of these Buyer Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be construed to the maximum extent permissible by law to reflect the parties' original intent, and the remaining provisions shall remain in full force and effect. The invalidity of one provision shall not affect the validity or enforceability of any other provision of these Terms.
29 Waiver
No waiver by Bosanet of any term or condition set forth in these Buyer Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Bosanet's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Bosanet to be effective.
30 Survival
The provisions of these Terms that by their nature should survive termination or expiration shall survive, including but not limited to: indemnification, limitation of liability, content license, pending payment obligations, governing law and jurisdiction, and confidentiality.
31 Modifications to terms
Bosanet reserves the right to modify, update, or change these Buyer Terms at any time at its sole discretion. Any changes will be effective immediately upon posting on the Bosanet Xpress platform. Bosanet will make commercially reasonable efforts to notify Buyers of material changes via email or platform notification. Your continued use of the Services after posting of any changes constitutes your acceptance of the new Terms. If you do not agree with the modified Terms, you must cease use of the Services and may terminate your account in accordance with these Terms.
32 Notices
All notices required or permitted under these Buyer Terms must be in writing and will be deemed duly delivered when: (a) delivered personally; (b) sent by certified or registered mail, postage prepaid, return receipt requested; (c) sent by a recognized courier service with delivery confirmation; or (d) sent by email with confirmation of receipt. Notices to Bosanet should be sent to the contact address specified on the platform or to legal@bosanet.com. Notices to you will be sent to the email address or physical address associated with your Buyer Account.
33 Entire Agreement
These Buyer Terms, together with the General Terms of Service, Seller Terms, Privacy Policy, and all referenced marketplace policies, constitute the complete and exclusive agreement between you and Bosanet regarding the subject matter herein and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, between the parties concerning such subject matter. There are no warranties, representations, or other agreements between the parties in connection with the subject matter of these Terms except as specifically set forth in these Terms.
34 Governing Law and Jurisdiction.
These Buyer Terms and any action or dispute arising out of or relating thereto shall be governed by and construed in accordance with the laws of the State of Florida in the United States of America. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), rules of private international law (including conflict of laws principles), and consumer e-commerce protection regulations are expressly excluded.
The exclusive jurisdiction and venue for any legal action or proceeding permitted under these Buyer Terms shall be the competent courts of the state of Florida, in the United States. Each party irrevocably submits to such jurisdiction and venue and waives any objection thereto.
BOSAPAY LLC – TERMS & CONDITIONS OF PAYMENT SERVICES
1. Introduction and Scope of Services
These Terms & Conditions (“Bosapay Terms”) govern the use of payment, settlement, fee collection, and financial services provided by Bosapay LLC (“Bosapay”, “we”, “us”, or “our”).
Bosapay provides payment facilitation, fee collection, settlement, and related financial services to users participating in the Bosanet ecosystem, including but not limited to:
By accessing or using Bosapay’s services, you acknowledge that you have read, understood, and agree to be bound by these Bosapay Terms, as well as any applicable Bosanet Xpress Buyer Terms, Seller Terms, and Bosabox service terms, which are incorporated herein by reference where applicable.
2. Relationship Between Bosapay, Bosanet, and Bosabox
Bosapay, Bosanet, and Bosabox are separate but affiliated entities operating as part of an integrated commercial and financial ecosystem.
You expressly acknowledge and agree that:
3. Payment Processing and Fee Collection Authority
Bosapay acts as a payment facilitator and financial agent for the collection of amounts owed by Sellers or Buyers under the Bosanet and Bosabox commercial arrangements.
Bosapay may collect, process, and settle, without limitation:
All collections are subject to the applicable terms agreed between you and Bosanet and/or Bosabox.
4. Right of Setoff, Netting, and Offset of Balances
To the maximum extent permitted by law, you expressly authorize Bosapay to set off, net, or offset any amounts owed by you against any amounts payable to you within the Bosanet ecosystem.
This includes, without limitation:
You agree that Bosapay may perform such offsets without prior notice, provided that transaction records are made available upon request.
5. Outstanding Balances, Negative Accounts, and Collection Rights
If your account reflects a negative balance or unpaid obligation arising from marketplace activity, you agree that:
You remain fully liable for all outstanding obligations, regardless of account suspension or termination.
6. Right to Withhold Payouts for Risk, Investigation, or Compliance
Bosapay may temporarily withhold or delay payouts, settlements, or disbursements if reasonably necessary to investigate:
Such holds may remain in effect until the investigation is completed to Bosapay’s satisfaction. Bosapay shall not be liable for delays caused by such protective measures.
7. Authorization to Store and Use Payment Methods
You authorize Bosapay to securely store your payment credentials in compliance with applicable PCI-DSS and security standards for purposes including:
You acknowledge that valid payment credentials must be maintained at all times while participating in the Bosanet ecosystem.
8. Chargebacks, Disputes, and Refund Allocation
In the event of a chargeback or Buyer dispute:
Bosapay does not guarantee favorable dispute outcomes and is not liable for issuing refunds in good faith to protect platform integrity.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
These limitations are a fundamental basis of the commercial relationship.
10. Indemnification
You agree to indemnify, defend, and hold harmless Bosapay, Bosanet, and Bosabox, and their respective officers, directors, employees, and affiliates, from any claims, losses, damages, penalties, or expenses arising from:
11. Suspension and Termination
Bosapay may suspend or terminate your access to payment services at any time if you:
Termination does not relieve you of outstanding payment obligations.
12. Governing Law and Jurisdiction
These Bosapay Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to conflict of law principles.
Exclusive jurisdiction and venue shall lie in the state or federal courts located in Miami-Dade County, Florida.
13. Entire Agreement
These Bosapay Terms, together with the applicable Bosanet and Bosabox terms, constitute the entire agreement governing payment services within the Bosanet ecosystem.
FINANCIAL ANNEX
1. Fee Categories (Non-Exhaustive)
Bosapay, acting in coordination with Bosanet and Bosabox, may collect the following fees from Sellers, as applicable:
|
Fee Type |
Description |
|
Marketplace Commission |
Percentage of gross order value |
|
Payment Processing Fee |
Card / ACH / payment network fees |
|
Platform Service Fee |
Access, infrastructure, risk & compliance |
|
Onboarding Fee |
Initial seller activation (if applicable) |
|
Subscription / Program Fees |
Premium programs, promotions, analytics |
|
Fulfillment Fees |
Warehousing, picking, packing (Bosabox) |
|
Shipping Coordination Fees |
Carrier coordination (if applicable) |
|
Promotional Fees |
Featured placement, campaigns |
|
Refund Handling Fees |
Administrative costs |
|
Chargeback Fees |
Bank + administrative pass-through |
|
Penalties |
Late shipment, inventory mismatch, SLA breach |
📌 All fees are denominated in USD ($).
2. Payout Schedule
Unless otherwise agreed in writing:
|
Stage |
Timing |
|
Buyer Payment |
At order or per credit terms |
|
Delivery Confirmation |
Triggers settlement clock |
|
Standard Payout Window |
7–30 days after confirmed delivery |
|
High-Risk / Investigation Hold |
As required |
|
Final Payout |
Net of all deductions |
Bosapay does not guarantee payout timing if delays arise from:
3. Deductions & Offsets
Bosapay may deduct from payouts:
Offsets may be applied without prior notice.
4. Negative Balance & Repayment
If Seller account balance becomes negative:
Seller must maintain valid payment credentials at all times.
5. Safety Holds & Investigations
Bosapay may place payout holds for:
Bosapay is not liable for losses arising from such holds.
6. Taxes
Sellers remain solely responsible for:
Bosapay may assist with calculations but does not assume tax liability.
7. Changes to Fee Schedule
Bosapay reserves the right to:
Changes may be communicated via dashboard or notice.
ES
PT