This article applies to selling in: United States

Sold By Amazon Terms & Conditions

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Sold By Amazon Terms & Conditions

Sold by Amazon (“SBA”) is a program that allows brand owners enrolled in Amazon Brand Registry (“Brand Owners”) to enroll certain products (“SBA Products”) to be sold in the Amazon stores as retail offers. SBA is provided by the applicable Amazon Contracting Party and any of its applicable Affiliates as defined in the Amazon Brand Registry Terms of Use (“Amazon”, “we”, “our”, or “us”). Any person or entity ("you" or “your”) who uses SBA is subject to the terms below in addition to the applicable terms governing the sale of Your Products to or through us (“Agreement,” which includes, for example, the Amazon Brand Registry Terms of Use or the Amazon Services Business Solutions Agreement). All capitalized terms not defined in these terms have the respective meanings set forth in the Agreement. To the extent there is a conflict between the Agreement and these terms regarding your use of SBA, these terms control.

How SBA works

SBA is a program where Amazon is the seller of record on consignment and handles the selling process – including pricing, sales transaction, tax collection, fulfillment, and returns – allowing Brand Owners to focus on growing and optimizing their business.

Brand Owners with a Professional selling account may register for SBA. After registering for SBA, you can enroll your eligible brand-owned FBA products in SBA in Seller Central, and an offer will be created for those products showing “Ships from and sold by Amazon” to Amazon customers.

When a customer places an order for an SBA Product from Amazon, Amazon will purchase the product from you and sell the product to the customer. Unless stated otherwise in the Agreement, you will retain title to each SBA Product until Amazon purchases it from you, at which point title will transfer to Amazon.

Compensation and Fees

For each customer order of an SBA Product, we will remit to you the greater of the price at which we sell the product (excluding taxes, if any) or the applicable Minimum Gross Proceeds (“MGP”) for the product, in each case less our Referral Fee and any other applicable fees described in the Agreement, including FBA fees.

MGP is the amount you are guaranteed to receive per each SBA unit sold for a particular SBA Product, minus applicable fees. The MGP for any product is determined by Amazon and we may change it over time. Amazon will notify you of any changes to the MGP and you will have seven (7) days to accept the new MGP at your sole discretion. If you do not accept the new MGP within that time, your SBA listing will automatically become inactive. You can accept the new MGP after the listing is inactive in order to reactivate your listing. You may withdraw SBA Products from SBA at any time.

Taxes

Amazon will purchase SBA Products from you for resale purposes, and we may provide you an exemption certificate or equivalent information acceptable to the relevant taxing authority. If we provide you an exemption certificate or equivalent information, you will not collect any transaction taxes (US, state or local sales or use taxes or value added taxes) covered by such certificate.

Returns and Refunds

Notwithstanding anything contrary in the Agreement, we will be responsible for and will accept and process customer returns and refunds of SBA Products under SBA in accordance with Amazon’s returns and refunds policies. We may choose to either (a) retain title in the returned inventory or (b) return title to you. If Amazon chooses to retain title to the SBA Product, you will keep any amount remitted to you. If Amazon chooses to return the inventory to you, this will occur in accordance with the FBA Service Terms and you will provide a refund of any amount that was remitted to you from Amazon.

Representations, Warranties, and Covenants

You represent, warrant, and covenant on an ongoing basis that: (a) you are the Brand Owner of any product you enroll in SBA; (b) your SBA Products are genuine and free from defects; (c) your SBA Products, Product Information, and our exercise of our license rights in the Agreement, will not violate any third party rights, including intellectual property rights; (d) you will comply with all applicable laws and rules relating to your SBA Products (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, export, import or otherwise deal in the products); (e) your SBA Products may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions you disclose and we consent to in writing in advance of shipment to us; (f) none of your SBA Products are, or contain ingredients that are, regulated as a controlled drug or substance, or are listed as a regulated chemical; (g) none of your SBA Products will be provided to us that are regulated as a hazardous or dangerous product or material, except as expressly permitted under applicable Program Policies or you disclose to us and we consent to in writing in advance of shipment to us; and (h) the country of origin of your SBA Products is not subject to U.S. or other applicable government sanctions that prohibit the importation of products from such country at the time of import or at the time you deliver your SBA Products to us.

  1. We also require the following continuing guarantees from you because Amazon is the seller of SBA Products to the customer:
    1. Textile Fiber, Fur, or Wool Products. If any of your SBA Products is subject to the requirements of the U.S. Textile Fiber Products Identification Act, the U.S. Fur Products Labeling Act, or the U.S. Wool Products Labeling Act, then you provide to us the following continuing guaranty:

    You guarantee that all textile fiber, fur or wool products now being sold or which may hereafter be sold or delivered to us are not, and will not be misbranded nor falsely nor deceptively advertised or invoiced under the provisions of the U.S. Textile Fiber Products Identification Act, the U.S. Fur Products Labeling Act, the U.S. Wool Products Labeling Act, and the rules and regulations under any of these acts. You acknowledge that furnishing a false guaranty is an unlawful, unfair and deceptive act or practice pursuant to the U.S. Federal Trade Commission Act and certify that you will actively monitor and ensure compliance with the U.S. Textile Fiber Products Identification Act, the U.S. Fur Products Labeling Act, the U.S. Wool Products Labeling Act and the rules and regulations under any of these acts during the duration of this guaranty.

  2. Pesticides. If any of your SBA Products is a “pesticide” or other product regulated under the U.S. Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”) or its implementing regulations, then you provide to us the following continuing guaranty that (a) you are a resident of the United States and your current U.S. mailing address is as indicated in your seller account information; and (b) the pesticides and other FIFRA regulated products comprising each sale, shipment or other delivery made previously or hereafter are: (i) lawfully registered with the U.S. Environmental Protection Agency at the time of sale, shipment or delivery, or fully qualified for a specific exemption from the FIFRA registration requirements at the time of sale, shipment or delivery, (ii) compliant with all requirements of FIFRA and its implementing regulations at the time of sale, shipment or delivery, and (iii) provided by you in the original, unbroken packaging.

  3. Food, Drugs, and Cosmetics. If any of your SBA Products is subject to the requirements of the U.S. Federal Food, Drug and Cosmetic Act, then you provide to us the following continuing guaranty:

    All food, drug, medical device and cosmetic products comprising each shipment or other delivery previously or hereafter made by or on behalf of you to or in the order of us are hereby guaranteed, as of the date of such shipment or delivery, to be, on such date, not adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”), and not an article which may not, under the provisions of section 404, 505, or 512 of the FFDCA, be introduced into interstate commerce.

  4. Diamonds. If any of your SBA Products is, or includes, a diamond, then you provide to us the following continuing guaranty:

    You guarantee that (a) all diamonds now being sold or which may hereafter be sold or delivered to us have been handled in accordance with the provisions of the U.S. Clean Diamond Trade Act, the Kimberly Process Certification Scheme (as such term is defined in the U.S. Clean Diamond Trade Act), and all other applicable laws, rules and regulations, and (b) you will purchase diamonds only from importers who comply with the U.S. Clean Diamond Trade Act, the Kimberly Process Certification Scheme, and who have obtained a Kimberley Process Certificate (as such term is defined in the U.S. Clean Diamond Trade Act). Further, upon request, you will provide us with a copy of the Kimberly Process Certificate(s) for any of your importers.

  5. U.S. Bank Secrecy Act Covered Goods. If any of your SBA Products is a “covered good,” as such term is defined in the U.S. Bank Secrecy Act or its implementing regulations, then you provide to us the following continuing guaranty:

    You guarantee that you are either (a) a Dealer (as such term is defined in 31 C.F.R. 1027.100) and maintain a written anti-money laundering program that complies with 31 C.F.R. 1027.210, or (b) eligible for the retailer exemption from the definition of Dealer pursuant to 31 CFR 1027.100(b)(2)(i) and, therefore, you are not required to maintain an anti-money laundering program.

Insurance

If you enroll products in SBA, you must obtain and maintain at your expense general, umbrella, or excess liability insurance as required under the Amazon Services Business Solutions Agreement regardless of the Insurance Threshold provided in that agreement. If applicable, commercial general liability insurance maintained pursuant to the Vendor Terms and Conditions is sufficient to meet this requirement. 

Additional Terms

We may amend these terms and conditions at any time and at our sole discretion by posting the revised terms on Seller Central. Amazon may determine from time to time which Brand Owners and products we accept into SBA. BY CONTINUING TO ACCESS OR USE SBA AFTER THE EFFECTIVE DATE OF ANY MODIFIED TERMS, YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ANY MODIFICATIONS TO THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF SBA. We may revoke your participation in SBA at any time or remove any product as an SBA Product upon notice to you.

Posted [06/21/2019] 
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