Vendor Agreement

This Vendor Agreement ("Agreement") is a legally binding contract between you ("Vendor") and eVehicleMatch ("we," "us," or "our") that governs your participation as a vendor on the eVehicleMatch marketplace platform. This Agreement supplements and is in addition to the general Terms of Service, which also apply to all users of our platform.

IMPORTANT: By applying to become a vendor, creating vendor listings, or accepting payment through our platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to this Agreement, you may not participate as a vendor on our platform.

1. Commission Structure and Payout Schedules

1.1 Platform Commission Rates: eVehicleMatch charges a platform commission on each completed transaction. The commission rate represents the percentage that eVehicleMatch retains from each transaction. You will receive the remaining balance after the platform commission is deducted. The commission rate varies based on product category and may be subject to change with 30 days' written notice. Current commission rates will be displayed in your vendor dashboard and may range from [X]% to [Y]% of the transaction amount (excluding taxes and shipping fees).

1.2 Platform Commission Calculation: The platform commission is calculated on the gross sale price of items sold through our platform, excluding:

• Sales tax (collected and remitted separately)
• Shipping and handling fees
• Payment processing fees charged by third-party processors
• Refunds, returns, or chargebacks

1.3 Payout Schedule: Payouts to vendors are processed according to the following schedule:

• Payouts are initiated after the order fulfillment period and any applicable hold periods (see Section 5)
• Standard payout processing time is 5-7 business days after the payout is initiated
• Payouts are made via the payment method you have designated in your vendor account
• You are responsible for any fees charged by your bank or payment processor

1.4 Minimum Payout Threshold: Payouts will only be processed when your account balance reaches the minimum threshold of $[X]. Amounts below this threshold will accumulate until the threshold is met.

2. Vendor Tax Responsibilities in Other States

2.1 North Carolina Tax Collection: eVehicleMatch, as a marketplace facilitator, collects and remits sales tax on your behalf for transactions involving North Carolina customers. You do not need to separately collect or remit North Carolina sales tax for transactions processed through our platform.

2.2 Other State Tax Obligations: You are solely responsible for determining and fulfilling your tax obligations in all states and jurisdictions other than North Carolina where you have nexus or tax collection requirements. This includes:

• Registering for sales tax collection in applicable states
• Collecting and remitting sales tax where required by law
• Filing appropriate tax returns and reports
• Maintaining accurate records of sales and tax collection
• Complying with all state and local tax laws and regulations

2.3 Tax Nexus: You are responsible for determining whether you have established tax nexus in any state through your sales activities, including sales made through our platform. eVehicleMatch does not provide tax advice, and you should consult with a qualified tax professional regarding your tax obligations.

2.4 Income Tax: You are responsible for reporting all income received through our platform on your federal, state, and local income tax returns. eVehicleMatch will provide you with appropriate tax documentation as required by law (see Section 3).

3. W-9 Requirement at $600 Threshold

3.1 IRS Reporting Requirements: In accordance with Internal Revenue Service (IRS) regulations, eVehicleMatch is required to collect tax information from vendors who receive $600 or more in gross payments during a calendar year.

3.2 W-9 Form Requirement: If your gross payments from eVehicleMatch reach or exceed $600 in any calendar year, you must provide a completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) before you can receive additional payouts. You will be notified when you approach or reach this threshold.

3.3 Information Required: The W-9 form requires:

• Your legal business name or individual name (as it appears on your tax returns)
• Your Taxpayer Identification Number (TIN) - either Social Security Number (SSN) for individuals or Employer Identification Number (EIN) for businesses
• Your business classification (individual, partnership, corporation, etc.)
• Your signature and date

3.4 1099-NEC Forms: If you receive $600 or more in a calendar year and provide a valid W-9, eVehicleMatch will issue you an IRS Form 1099-NEC (Nonemployee Compensation) by January 31 of the following year. This form will be sent to the address you provide on your W-9.

4. Right to Withhold Funds Until Tax Info Provided

4.1 Withholding Authority: eVehicleMatch reserves the right to withhold all payouts to you if:

• You have reached the $600 threshold and have not provided a completed W-9 form
• The W-9 form you provided is incomplete, inaccurate, or invalid
• You fail to update your tax information when requested
• There is a discrepancy between your account information and your tax information

4.2 Withholding Period: Funds will be held in your vendor account until you provide the required tax information and it is verified by eVehicleMatch. Once verified, normal payout processing will resume.

4.3 No Interest: eVehicleMatch does not pay interest on funds held pending receipt of tax information.

4.4 Account Closure: If you fail to provide required tax information within 90 days of being notified, eVehicleMatch may suspend or terminate your vendor account, and funds may be held until tax information is provided or as required by law.

5. Detailed Payout Hold Periods and Tiers

5.1 Hold Period Structure: To protect buyers and ensure transaction quality, eVehicleMatch implements payout hold periods based on your vendor account status and transaction history:

5.2 New Vendor Tier: Vendors with fewer than [X] completed transactions or less than [Y] days on the platform:

• Hold period: [Z] days after order delivery confirmation
• Purpose: Establish transaction history and buyer satisfaction

5.3 Established Vendor Tier: Vendors with [X] to [Y] completed transactions and [Z] days on the platform:

• Hold period: [A] days after order delivery confirmation
• Requirements: Maintain positive rating and low dispute rate

5.4 Trusted Vendor Tier: Vendors with more than [Y] completed transactions, [Z] days on the platform, and excellent performance metrics:

• Hold period: [B] days after order delivery confirmation
• Benefits: Faster payouts, reduced holds on future transactions

5.5 Hold Period Extensions: Hold periods may be extended in the following circumstances:

• Active dispute or chargeback on the transaction
• Buyer reports an issue with the order
• Suspected fraudulent activity or policy violation
• Failure to provide required documentation

5.6 Hold Release: Holds are automatically released after the specified period, provided there are no active disputes or issues. You will be notified when funds are released and available for payout.

6. Vendor-Specific Dispute Obligations

6.1 Dispute Response Requirements: As a vendor, you are required to respond to all disputes, complaints, or inquiries from buyers within 48 hours of notification. Failure to respond may result in automatic resolution in favor of the buyer.

6.2 Dispute Resolution Process: When a dispute is initiated:

• You will receive notification via email and in your vendor dashboard
• You must provide a response and any supporting documentation within 48 hours
• eVehicleMatch will review all information from both parties
• A decision will be made within 5-10 business days
• Both parties will be notified of the decision and any required actions

6.3 Refund Obligations: If a dispute is resolved in favor of the buyer, you are required to process the refund immediately. Refunds will be processed through the original payment method, and any associated fees may be deducted from your vendor account balance.

6.4 Chargeback Handling: If a buyer initiates a chargeback through their payment processor, you are responsible for providing evidence to support the transaction. eVehicleMatch will assist in the chargeback process, but you bear the cost of unsuccessful chargeback defenses.

6.5 Dispute Records: All disputes and their resolutions are recorded in your vendor account. Excessive disputes or a pattern of unresolved issues may result in account review, additional holds, or termination.

7. Shipping and Fulfillment Responsibilities

7.1 Shipping Obligations: As a vendor, you are responsible for:

• Accurately describing shipping methods and timeframes in your listings
• Packaging products securely to prevent damage during transit
• Providing accurate shipping addresses and tracking information
• Shipping products within the timeframe specified in your listing or as agreed with the buyer
• Complying with all shipping regulations, including lithium battery shipping requirements (see General Terms of Service)

7.2 Shipping Costs: You may set shipping costs in your listings. Shipping costs are separate from product prices and are not subject to commission. You are responsible for all shipping-related expenses, including packaging materials, carrier fees, and insurance (if offered).

7.3 Delivery Confirmation: You must provide proof of delivery (tracking number, delivery confirmation) for all shipped orders. Orders without delivery confirmation may be subject to extended hold periods or disputes.

7.4 Lost or Damaged Shipments: You are responsible for lost or damaged shipments unless you have purchased shipping insurance that covers the loss. If a shipment is lost or damaged, you must work with the buyer to resolve the issue, which may include replacement or refund.

7.5 International Shipping: If you offer international shipping, you are responsible for:

• Complying with all import/export regulations
• Providing accurate customs documentation
• Paying any applicable customs duties or taxes (unless specified otherwise)
• Understanding and communicating international shipping restrictions to buyers

8. Product Listing Standards

8.1 Accurate Descriptions: All product listings must:

• Accurately describe the product, including condition, specifications, and features
• Include clear, high-quality photos that accurately represent the product
• Disclose any defects, damage, or issues with the product
• Provide accurate pricing, including any applicable fees
• Specify shipping methods, costs, and estimated delivery times

8.2 Prohibited Products: You may not list products that are:

• Illegal, counterfeit, or stolen
• Prohibited by law or our platform policies
• Misrepresented or falsely advertised
• In violation of intellectual property rights
• Hazardous materials that cannot be legally shipped

8.3 Listing Modifications: You may update your listings at any time, but changes to active listings may require buyer notification if they affect price, shipping, or product specifications. You may not modify a listing after a buyer has committed to purchase.

8.4 Listing Removal: eVehicleMatch reserves the right to remove any listing that violates these standards or our policies, without prior notice. Repeated violations may result in account suspension or termination.

9. Inventory Management Requirements

9.1 Inventory Accuracy: You are responsible for maintaining accurate inventory counts in your vendor dashboard. You must:

• Update inventory levels promptly when items are sold or restocked
• Mark items as out of stock when inventory is depleted
• Prevent overselling by maintaining real-time inventory counts
• Notify buyers immediately if an ordered item becomes unavailable

9.2 Overselling Policy: If you accept an order for an item that is out of stock:

• You must notify the buyer within 24 hours
• You must offer a full refund or provide a replacement item of equal or greater value
• Repeated overselling may result in account review or restrictions

9.3 Inventory Audits: eVehicleMatch may request inventory audits or verification of product availability. You must cooperate with such requests and provide accurate information.

9.4 Product Condition: You must accurately represent the condition of all products in your inventory. Products must match their listed condition at the time of sale.

10. Indemnification Clauses

10.1 Vendor Indemnification: You agree to indemnify, defend, and hold harmless eVehicleMatch, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to:

• Your use of the platform and your vendor account
• Your products, listings, or services
• Your violation of this Agreement or the general Terms of Service
• Your violation of any law, regulation, or third-party right
• Any dispute between you and a buyer
• Any claims that your products or content infringe intellectual property rights
• Any claims related to product defects, injuries, or damages caused by your products

10.2 Defense Obligations: If eVehicleMatch is subject to a claim that falls within your indemnification obligations, you must:

• Provide prompt written notice of the claim
• Allow eVehicleMatch to control the defense and settlement of the claim
• Cooperate fully in the defense of the claim
• Refrain from making any admissions or settlements without eVehicleMatch's written consent

10.3 Insurance: You are strongly encouraged to maintain appropriate business insurance, including product liability insurance, to protect against claims related to your products and business operations.

11. Termination Conditions

11.1 Termination by Vendor: You may terminate this Agreement at any time by providing 30 days' written notice to eVehicleMatch. Upon termination:

• You must fulfill all pending orders
• You must resolve all active disputes
• Your listings will be removed from the platform
• You will receive final payouts after all holds and obligations are resolved

11.2 Termination by eVehicleMatch: eVehicleMatch may terminate or suspend your vendor account immediately, without prior notice, if:

• You violate this Agreement or the general Terms of Service
• You engage in fraudulent, illegal, or harmful activities
• You fail to resolve disputes or provide required documentation
• You have excessive disputes, chargebacks, or policy violations
• You fail to pay amounts owed to eVehicleMatch
• Your account poses a risk to buyers, other vendors, or the platform

11.3 Effect of Termination: Upon termination:

• Your right to use the platform as a vendor immediately ceases
• All pending orders must be fulfilled or refunded
• All active disputes must be resolved
• eVehicleMatch may hold funds for up to 180 days to cover potential refunds, chargebacks, or claims
• You remain liable for all obligations incurred prior to termination

11.4 Survival: The following provisions survive termination of this Agreement: Sections 2 (Tax Responsibilities), 3 (W-9 Requirements), 4 (Withholding Rights), 10 (Indemnification), and any other provisions that by their nature should survive.

12. General Provisions

12.1 Entire Agreement: This Agreement, together with the general Terms of Service, constitutes the entire agreement between you and eVehicleMatch regarding your participation as a vendor. This Agreement supersedes all prior agreements and understandings.

12.2 Modifications: eVehicleMatch reserves the right to modify this Agreement at any time. Material changes will be communicated via email and posted on this page. Your continued use of the platform as a vendor after such changes constitutes acceptance of the modified Agreement.

12.3 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full effect.

12.4 Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

12.5 Assignment: You may not assign or transfer this Agreement without eVehicleMatch's prior written consent. eVehicleMatch may assign this Agreement without your consent.

12.6 Governing Law: This Agreement is governed by the laws of the State of North Carolina, United States, without regard to conflict of law principles.

13. Contact Information

If you have questions about this Vendor Agreement, please contact us at:

Vendor Support: vendors@eVehicleMatch.com
General Support: support@eVehicleMatch.com
Legal Inquiries: legal@eVehicleMatch.com