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Thy Olive Tree Market: Supplier Terms & Conditions

This document makes up our Terms and Conditions for participating in Thy Olive Tree’s Market. This is a legally binding contract between you and Thy Olive Tree. This contract sets out your rights and responsibilities when participating in our Market.

This Agreement is Between: You (the Supplier), and Thy Olive Tree whose registered business is at PO Box 1672, Portage, Michigan, United States of America, 49081 (the Retailer)

Whereas

The Retailer desires to sell and promote the products offered by the Supplier on its Website and agrees to give sales and/or orders relating to the Products (as defined below) to the Supplier pursuant to the terms and conditions set forth in this Agreement. These terms and conditions shall apply to all Orders for Products in response to which the Supplier provides the Products to the Customers of the Retailer to the exclusion of any other terms and conditions.

Definitions

In this Agreement:

  • “Market” refers to Thy Olive Tree’s Website where we sell Suppliers’ products. The purpose of the Market is to sell high quality Catholic self-published books.
  • "Agreement" means any agreement made subject to the terms and conditions below;
  • "Address” means the address stated on each Order for delivery of the Products to the Customer;
  • "Business Day" means any day other than a Saturday, Sunday or bank holiday in the United States;
  • “Customer” means the customer of the Retailer placing Order on the Website for Products of the Supplier;
  • “Order” means the Retailer’s customers' purchase order to which the terms of this Agreement apply;
  • “Price” means the price of the Products as charged by the Supplier to the Retailer;
  • “Products” means the Supplier’s products agreed between the parties;
  • "Website" means the website of the Retailer with URL at www.thyolivetree.com;
  • “Writing” includes facsimile, transmission, electronic mail and comparable means of communication.

Interpretations

The headings in this Agreement are for convenience only and shall not affect their interpretation.

Basic Rules for Participation

By entering into this agreement, you certify that:

  • Your products entering our Market, to the best of your knowledge, adhere to Catholic Church teaching. If at any point you learn otherwise, you will immediately notify us to remove said Products from the Market.
  • You agree to be mindful and respectful of Thy Olive Tree’s adherence to Catholic Church teaching.
  • You are the self-publisher of the book(s) entering our Market. This means you are the author and/or illustrator of the book and you own the rights to your book. You have not worked with a publisher to get your book to market.
  • You are located in the United States (50 States + DC)
  • You are at least 18 years old.

Basis of Purchase

The Supplier is not involved in the actual transaction between the Retailer and the Customer. When the Retailer receives an Order, they will pass this information along to the Supplier to fulfill (package and ship) that Order.

Market Benefits

Various benefits are listed on our Website and made available to Suppliers who participate in our Market. These benefits are subject to change at the Retailer’s discretion and the Supplier will not be owed anything for such changes. The Supplier will be notified of any substantial changes and will always have the option of leaving the Market if they wish. Certain benefits come with their own rules and restrictions, which the Retailer will define to the best of their ability. A Supplier’s use of these benefits constitutes adherence to defined policies.

Product Listings, Images & descriptions

The Supplier shall provide images and descriptions of products to the Retailer to be used on its Website and in other promotional and marketing efforts, such as, but not limited to social media, e-blasts, marketing materials and blog posts. The Supplier retains all rights to all images of products provided and can inform the Retailer at any time in writing to remove or modify photos and descriptions. Additionally, the Supplier’s Products will be cross-listed on Thy Olive Tree’s Facebook, Instagram, Pinterest and Google shop pages, as allowed by those specific platforms. The Retailer reserves the right to edit product descriptions, such as for clarity, word length restrictions and spelling and grammar errors.

Inventory

The Supplier will provide the Retailer with an inventory level they are comfortable setting aside for the Retailer’s orders. The Supplier will notify the Retailer immediately if their inventory level drops below the agreed upon level, and the Retailer will let the Supplier know when inventory is low so a new restock level can be provided by the Supplier. Additionally, the Supplier will keep the Retailer informed of expected delays in future supply levels. The Retailer can remove products any time and for any reason upon their discretion. The Supplier may also request their products be removed, so long as current open Orders are still fulfilled.

Price, Fees and Charges

There is no fee for Suppliers to participate in the Market. We pay you for all orders once a month via Paypal. You are also able to run reports any time you wish to see the number of orders you've fulfilled that month.

We ask you for the average price a customer would pay for your book including any shipping fees you charge them. That's the price we list your book for on our site (sometimes rounding up or down for an even price) and you are paid 75% of that for each book sold. After taking into account the wholesale cost of the book, shipping fees, packing supplies, and time spent fulfilling orders we've found 75% is, on average, the price that works out fairly. This allows us to offer many author benefits, while keeping prices reasonable for our customers.

The Supplier shall at all times supply the Products to the Retailer at competitive prices and conditions, providing honest calculations of retail prices, shipping, packaging and fulfillment costs, if asked. If the retail price of the book or customer shipping charges change, the Supplier will contact the Retailer to discuss a new purchase price. This would not include occasional discounts, which both parties are free to do at their discretion. If the Retailer offers discounts on the Supplier’s products, this would not affect the agreed upon purchase price due to the Supplier.

The purchase price paid to the Supplier is set in advance for each product ordered and does not fluctuate based on actual packaging, packing, shipping, carriage, insurance and delivery of the Products to the Delivery Address. The Supplier shall pay, be solely responsible for, and shall hold the Retailer harmless from (including interest and penalties thereon), all such charges for packaging, packing, shipping, carriage, insurance and delivery of the Products to the Delivery Address.

Pricing example: You sell your book on your website for $15. When a customer checks out, they are -- on average-- charged $5 for shipping. We (Thy Olive Tree) would list your book on our website for $20 (free shipping). When a customer orders, they pay us $20. You package and ship the order. Maybe it costs you $6, maybe $4. Either way, you are always paid 75% of our listing price. In this example: 75% of $20= $15 payment. Your shipping costs come out of this payment. Thy Olive Tree does not provide pre-paid or printable shipping labels for you. Please make sure you've done some shipping rate calculations prior to make sure this model works for you.

Sales Tax

All payment to the Supplier from the Retailer is exclusive of any applicable sales tax. Supplier is solely responsible for and shall pay, and shall hold the Retailer harmless from, all such sales tax, with respect to, or measured by, the manufacture, sale, shipment, use or Price of the Products (including interest and penalties thereon).

The Retailer is only required to collect sales tax for orders being shipped to the state of Michigan. 

With a dropshipping model, there are 2 transactions. First the customer orders with the Retailer (Thy Olive Tree). Then, the Retailer orders from the Supplier (You). Each month, the Retailer will send the Supplier a breakdown of all orders. This will include the city, state and zip code in which each order was shipped. It is the Supplier's responsibility to verify the accuracy of this report with their own fulfillment records and to determine if they need to be collecting and remitting any sales tax on these orders.

The Supplier has the option to invoice the Retailer for sales tax owed under the following conditions:

  • The Retailer must be invoiced within 90 days of the order in which sales tax is being added. Failure to do so will result in forfeiture of any owed sales tax from the Retailer to the Supplier. The Supplier is still responsible for remitting all necessary sales tax owed to the state(s) in which they are required to remit. 
  • The invoice must clearly indicate the order date, item, amount taxed, state, and tax %.
  • If the Supplier is charging sales tax from a state that accepts an out of state sales tax exemption certificate, the Retailer has the option to provide their sales tax exemption certificate. Whenever an exemption form is provided, it is the Supplier's responsibility to:
    • Make sure the Retailer has provided an accurate and correct exemption certificate required by the Supplier's state(s).
    • Keep up-to-date on their state(s) sales tax laws and exemption certificate requirements, as these are often subject to change.
    • Inform the Retailer if the exemption certificate expires and a new one is needed.
    • Inform the Retailer if their nexus in any state changes and if a new certificate is needed.
  • Whenever the Retailer pays sales tax to the Supplier, the payment is added to the Supplier's next monthly payout.

The Supplier should consult with their tax professional, especially as it relates to compliance with the complexities of dropshipping.

Payment

The Retailer shall pay the Supplier for all orders placed in the previous calendar month, by the 15th of the current month. As an example, all orders placed in January would be paid by February 15th. Payments are made via PayPal and the Retailer will bear the cost of any payment processing fees. The Supplier will provide their Business PayPal Email to receive the payout. If items from the previous calendar month have not yet been delivered, the Retailer reserves the right to hold these payments to the Supplier until the following month’s payout.

It is the sole responsibility of the Supplier to report income tax on their earnings.

As a courtesy, the Retailer will provide a report to the Supplier at the beginning of each month to show all orders from the month prior. It is the responsibility of the Supplier to verify these details with their own fulfillment records and notify Thy Olive Tree of any discrepancies prior to the following month's payout.

Delivery

The Supplier will provide estimated processing times for each Product. Processing times are the number of Business Days it takes to get the Order ready for shipment. The Products shall be shipped to the Address shown in the Order, complying with all processing time deadlines. If the Supplier anticipates delays (vacation, illness, etc.) in fulfillment times, they will notify the Retailer immediately.

The Products shall be marked in accordance with any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.

The Supplier agrees to reimburse Retailer for any costs resulting from missing processing time deadlines. In addition, the Retailer may, at its sole discretion, cancel a Customer’s Order in which processing times haven’t been met by the Supplier.

The Supplier agrees to use Retailer’s preferred order fulfillment system to receive orders. Upon shipment, the Supplier shall update the Order within 24 hours with accurate tracking information in the Retailer’s fulfillment system.

Supplier agrees to use the packing slip provided by the Retailer when fulfilling all Orders and will not create or use their own packing slip or include any of their own store policies. Suppliers may include 1-2 promotional materials in each shipment that relate specifically to their business.

The Retailer ships Market Products to all 50 U.S. States + DC and the Supplier agrees to ship to these states. The Retailer allows shipments to P.O. Boxes. The Retailer will not allow orders to be placed for international shipments, APO/FPO/DPO addresses or US territories.

The Retailer only offers standard shipping rates (1-8 day delivery) and expects Suppliers to comply with these standards. The Supplier should use whichever carrier and rate they normally use to fulfill customer orders, so shipping times remain comparable. The Supplier will let the Retailer know if they use USPS Media Mail, so this can be indicated in the Supplier's product description. The following applies to using Media Mail:

  • The ability to use Media Mail only applies to Suppliers who normally ship using Media Mail and have set prices to reflect those rates. Suppliers do not have to ship with Media Mail if they'd prefer to use a different method.
  • Upgraded shipping is not an option. If using Media Mail, this is the only shipping method customers will have and it will be listed in the product description so customers are aware. 
  • Please make sure books are packaged well. Cardboard mailers are recommended to prevent shipping damage.
  • Please be prepared to send replacement books to customers if packages are damaged, delayed or lost (this is often more common when using Media Mail). Even if insured, filing a claim and locating a missing package can take so long, that sending a replacement is often the best solution.
  • Please follow Media Mail (https://faq.usps.com/s/article/What-is-Media-Mail-Book-Rate) guidelines to avoid packages being flagged / undeliverable. e.g. packages cannot include advertising. 
  • If repeat problems occur with using Media Mail (damages, delays, etc.), the Supplier may be asked to use a different shipping method.

Quality

The Supplier shall endeavor to transfer to the Customer the benefit of any warranty or guarantee given to the Retailer. No receipt or approval of samples by the Retailer shall be construed as acceptance by the Retailer of the conformity of the Products with the Order and the Supplier shall remain fully responsible for such conformity. The Retailer reserves the right to reject any and all Products shipped or withhold payment of specific invoices for Products which Retailer determines, at its sole discretion, are of inferior quality or otherwise unfit for their intended use.

Returned Products

All Products shipped to the Customer by the Supplier are to be new and first quality.  The Retailer only accepts returns from Customers on a case-by-case basis. This is mainly if there is an issue with product quality, shipping damages or unclear product descriptions. If the Retailer determines a return is warranted, it will be communicated to the Supplier. The Supplier agrees to reimburse the Retailer for any return of the Product. Or, upon Customer request, the Supplier will ship a new product to the Customer for free. When possible, the Supplier and Retailer will discuss options and agree upon a reasonable and fair solution between parties.

Product Recalls

Without limiting the general obligations of the Supplier under this Agreement, the Supplier agrees to participate, at its own expense, in the process where the Retailer or Supplier decides to carry out a recall due to defective Products provided by the Supplier. The Supplier shall provide a technical solution for the Products which have caused the recall or relate to the cause thereof. The Supplier agrees to compensate Retailer in full for all Products returned by Customers. Supplier shall be responsible for all shipping, storage, and handling charges incurred by the Retailer for any returned Products.

Assignment and Subcontracting

The Retailer may assign the Agreement or any part of it to any person, firm or company. The Supplier shall not be entitled to assign the Agreement or subcontract any part of it without the prior written consent of the Retailer.

Warranty

The Supplier warrants and represents that (subject to the other provisions of these conditions) all Products shall:

  1. be of satisfactory quality;
  2. be reasonably fit for purpose;
  3. be reasonably fit for any particular purpose for which the Products are being bought or intended use;
  4. be safe, free from defects or faults in design, material and workmanship and of merchantable quality;
  5. comply with all laws and generally accepted industry standards in the country in which they were manufactured and in which they are to be located or sold, including all laws and standards relating to care, safety, manufacture, packaging, labelling, ticketing, loading, transportation and country of origin, and delivered in full compliance with all national, state, and local laws, rules, regulations, and/or ordinance of any kind, which includes slavery, human trafficking, child and involuntary labor;
  6. both at the time of delivery and for a reasonable period of time thereafter, be of the best available design, quality, material and workmanship and conform in all respects with the Order and Specification supplied or advised by the Retailer to the Supplier;
  7. not infringe any person’s Intellectual Property Rights or other rights and will not be in contravention of any applicable laws and also warrant that:
    • where the Supplier is also the manufacturer of the Products, the Supplier has made all relevant inquiries and carried out all relevant searches (including, without limitation, searches of registers of trademarks, patents and designs) to verify, and now warrants to the Retailer, that all intellectual property that has been exploited or exercised in respect of the Products (including their labelling, packaging or promotion) has been lawfully and validly so exploited, exercised or applied with the consent of the owner of the relevant Intellectual Property Rights;
    • where the Supplier is not the manufacturer of the Products, the Supplier has made all the inquiries with the manufacturer.

    The Supplier warrants and represents to the Retailer on acceptance of each Order and at all material times that:

    1. it has the capacity to enter into this Agreement and each Order on its own behalf and on behalf of its affiliates (as applicable under this Agreement) and has the right and authority to sell the Products to the Retailer; and
    2. it has complied with all applicable regulations or other legal, ethical requirements concerning the manufacture, packaging and delivery of the Products including, but not limited to, all the applicable safety, environments, humanitarian and export regulations.

    Indemnity

    The Supplier shall indemnify the Retailer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Retailer as a result of or in connection with:

    1. breach of any warranty given by the Supplier in relation to the Products;
    2. any claim that the Products infringe, or that their importation, use or resale, infringes, the patent, copyright trademark or other intellectual property rights of any other person, including but not limited to any patent, trade secret, copyright, trademark, or trade dress violation or infringement arising from Retailer’s use, sale or offering for sale of any Products covered by the Order, except to the extent that the claim arises from compliance with any specification supplied by the Retailer;
    3. any act or omission of the Supplier or its employees, agents or sub-contractors in supplying or delivering the Products;
    4. all claims by the Customers of the Retailer (and their sub-buyers) arising out of any breach whatever by the Supplier under this Agreement;
    5. all claims, damages, and/or expense(s) on account of Products shipped on the Order and/or services provided by Supplier, including but not limited to claims made against the Retailer involving product liability, property damage, personal injury, and/or defect related to the delivered Products; and
    6. the Retailer or the Customer’s reliance upon any term, condition, warranty or guaranty herein or in the Order which proves to be false.

    Intellectual Property

    All copyright, patent, trade secret and other proprietary and intellectual property rights in the Products, and information which the Supplier may provide to the Retailer or its agents in relation to the Products, shall (as between the parties) at all times remain vested in the Supplier or the manufacturer of the Products, and the Retailer shall not acquire any intellectual property rights or license relating to the Products.

    If any claim is made against the Retailer that the Products infringe (or that their use or resale infringes) the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Supplier shall indemnify the Retailer against any liability incurred by the Retailer (including associated expenses reasonably incurred) in connection with the claim.

    Termination

    The Retailer and the Supplier agree that the term of the Agreement shall commence upon acceptance of these terms and shall continue for as long thereafter as it is mutually agreed between Retailer and Supplier.

    If the Retailer or the Supplier is not satisfied with the terms of this Agreement, and the results thereof, either party may terminate this Agreement for any reason by written notice to the other aforementioned party. 

    On termination of this Agreement for any reason: the Supplier shall fulfill all Orders obtained by the Retailer prior to the termination; and the Retailer shall pay the Supplier for all Products supplied by the Supplier to the Retailer's customers prior to termination.

    Notices

    Any notice or other formal communication to be given under this Agreement shall be in writing, with the preferred communication method of email.

    e-mail address: hello@thyolivetree.com

    Mailing Address: ATTN: Kate Frantz, Thy Olive Tree, PO Box 1672, Portage, Michigan, United States of America 49081 (An email to notify of correspondence sent to the P.O. box is required.)

    Confidentiality

    During the course of business between Retailer and Supplier, one party may make available confidential information concerning itself to the other party. The parties agree that the confidential information will be used solely for the purpose of conducting business between the Supplier and the Retailer. The parties must not disclose or distribute any confidential information to any competitor of the other party or to any other third party without the express written consent of the other party.

    In particular, the parties must ensure that all electronic communications are kept secure so as to prevent unauthorized access. Of special importance is customer data provided in Order details. The Supplier will not disclose this information to anyone other than as it pertains to the direct fulfillment of the Order. The Supplier will use strong passwords and other reasonable methods to secure sensitive data.

    The Supplier will not use Order details provided by the Retailer for their own benefit outside of the Retailer’s Market, such as but not limited to, contacting the customer to make sales outside of the Retailer’s Market.

    The provisions of this section shall survive any termination of this Agreement.

    Waiver

    No waiver by the Retailer of any breach of the Agreement by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

    Severance

    If any provisions of this Agreement are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected thereby.

    No rights for Third Parties

    A person who is not a party to this Agreement shall have no right under this Agreement.

    Dispute Resolution

    If any dispute, controversy or claim between the parties arises out of or in connection with this Agreement, they shall use all reasonable endeavors to resolve the matter amicably. This document is governed by and is to be construed in accordance with the laws of Michigan, USA applicable therein. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Michigan (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.

    Counterparts

    This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.

    Update to These Terms and Conditions

    The Retailer may update these Terms and Conditions from time to time. Changes will be effective upon the posting of the changes and the “last date updated” will appear at the bottom. The Supplier is responsible for reviewing and becoming familiar with any changes. Participation in the Market following the changes constitutes the Supplier's acceptance of the updated Terms and Conditions.

     

    Last Updated: 6/14/2022