01. Purpose
This Agreement governs the Partner’s participation in the HSO Marketplace, including Listings, pricing, inventory, fulfillment, returns, warranties, customer support, compliance and use of Product Content.
02. Eligibility and Onboarding
The Partner must provide accurate legal name, address, tax information, ownership information, payment details, licenses and other onboarding documentation requested by HSO.
HSO may approve, reject, suspend or condition participation based on commercial, operational, technical, insurance or compliance considerations.
03. Independent Parties
The Partner is an independent contractor and is not an employee, agent, franchisee, joint venturer or legal representative of HSO.
The Partner may not bind HSO or make representations on HSO’s behalf unless expressly authorized in writing.
04. Title and Authority to Sell
The Partner represents that it:
- owns the Products or has authority to sell them;
- can transfer lawful title;
- has obtained necessary manufacturer or distributor authorization;
- has not acquired Products through theft, diversion or unlawful means; and
- will provide traceability records when requested.
05. Product Authenticity
All Products must be authentic and accurately described. Counterfeit, stolen, altered or unlawfully sourced Products are prohibited.
06. OEM Representations
The Partner may use “OEM,” “Genuine,” “Original,” “Authorized Distributor,” “Factory Certified” or similar terms only when supported by valid and current authorization.
07. Product Information
The Partner is responsible for the accuracy of:
- descriptions;
- part numbers;
- models;
- dimensions;
- specifications;
- materials;
- compatibility;
- operating limits;
- certifications;
- safety data;
- country of origin;
- condition;
- warranty;
- images;
- stock; and
- lead times.
08. Listings
HSO controls the presentation and placement of Listings in the Marketplace.
HSO may edit, standardize, reject, suspend or remove a Listing to address quality, brand, legal, safety or compliance concerns.
09. Inventory and Availability
The Partner must maintain reasonably accurate inventory and lead-time information and promptly notify HSO of:
- stock changes;
- backorders;
- discontinuations;
- allocation limits;
- delays; or
- inability to fulfill.
The Partner may not substitute a Product without prior authorization.
10. Pricing and Fees
Pricing, Partner compensation, commissions, marketplace fees and payment timing will be stated in an Order, schedule, commercial annex or other written arrangement.
The Partner must not impose undisclosed charges on a Buyer.
11. Taxes
Each Party is responsible for taxes legally imposed on it. The Partner must provide valid tax documentation and cooperate with reasonable tax-reporting requirements.
12. Order Acceptance
HSO may accept or reject a Buyer’s Order. The Partner’s confirmation of stock does not independently create a contract between the Partner and Buyer when HSO is seller of record.
13. Fulfillment
The Partner must fulfill accepted Orders accurately, timely and professionally and according to:
- the Order Confirmation;
- HSO instructions;
- agreed service levels;
- Product requirements;
- Carrier requirements; and
- applicable law.
14. Packaging
Packaging must be appropriate for the Product, transportation mode, destination and regulatory classification.
The Partner is responsible for damage caused by inadequate packaging attributable to the Partner.
15. Labeling and Documentation
The Partner must provide accurate labels, commercial invoices, packing lists, certificates, serial numbers, country-of-origin information, safety documents and export documents when required.
16. Shipment and Tracking
The Partner must ship only through approved methods and promptly provide valid tracking or freight documentation.
The Partner may not mark an Order as shipped before tendering it to the Carrier.
17. Service Levels
Applicable service levels may address processing time, on-time shipment, cancellation rate, tracking, packaging, return cooperation and customer complaints.
Repeated failure may result in corrective action, financial offsets, suspension or termination.
18. Dangerous Goods
The Partner is responsible for identifying, classifying, packaging, marking, labeling and documenting dangerous goods in accordance with applicable law and Carrier requirements.
19. Returns and RMA
The Partner must cooperate with HSO’s Returns & Refunds Policy and RMA procedures.
The Partner may not instruct a Buyer to return a Product outside the HSO process unless authorized.
20. Inspection
HSO may require photographs, samples, documents or physical inspection. Authorization of a return does not constitute final acceptance of a claim.
21. Warranties
The Partner must disclose all manufacturer and Partner warranties.
The Partner will honor warranties it offers and reasonably assist HSO in passing through manufacturer warranties where available.
22. Product Liability
The Partner is responsible for claims, losses or regulatory issues attributable to:
- Product defects;
- inaccurate labeling;
- incorrect specifications;
- inadequate warnings;
- regulatory noncompliance;
- unauthorized substitutions; or
- negligent fulfillment by the Partner.
23. Recalls and Safety Notices
The Partner must immediately notify HSO of:
- recalls;
- safety notices;
- stop-sale notices;
- regulatory actions;
- known defects;
- material complaints; or
- certification withdrawals.
The Partner must cooperate with notification, quarantine, return, repair, replacement and recall activities.
24. Insurance
The Partner must maintain insurance appropriate to its Products and activities, which may incluida:
- commercial general liability;
- product liability;
- completed operations;
- workers’ compensation;
- cyber liability;
- cargo or transportation insurance; and
- errors and omissions coverage.
Coverage limits and additional-insured requirements may be specified in an annex or onboarding requirement.
25. Intellectual Property
The Partner represents that its Products, Listings and Product Content do not infringe third-party rights.
26. Partner Content License
The Partner grants HSO a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, adapt, display, distribute and translate Product Content as reasonably necessary to:
- operate the Marketplace;
- publish Listings;
- market Products;
- process Orders;
- provide customer support;
- handle returns and warranties;
- maintain records; and
- comply with law.
The license continues for existing Orders, records, disputes and legal compliance after termination.
27. Confidentiality
Each Party must protect the other Party’s nonpublic commercial, technical, pricing, customer and operational information.
Confidentiality obligations do not apply to information lawfully public, independently developed or required to be disclosed by law.
28. Data Protection
The Partner may use Buyer information only to fulfill the applicable Order, provide authorized support, process returns or satisfy legal obligations.
The Partner may not use Buyer data for unrelated marketing, sell it, disclose it without authorization or retain it longer than reasonably necessary.
The Parties will execute a data-processing or data-sharing agreement when required.
29. Security Incidents
The Partner must promptly notify HSO of an actual or suspected security incident involving HSO or Buyer information and cooperate with investigation, containment, remediation and legally required notifications.
30. Sanctions and Export Controls
The Partner must comply with applicable sanctions, export controls, import restrictions and antiboycott requirements.
It must provide classifications, origin, end-use information and licenses when requested and may not facilitate diversion or evasion.
31. Anti-Bribery and Legal Compliance
The Partner must comply with applicable anti-bribery, anti-corruption, competition, labor, environmental, health, safety and product laws.
32. Audit Rights
Upon reasonable notice, HSO may request documents reasonably necessary to verify compliance, including inventory, authenticity, insurance, fulfillment, warranty, recall, data-security and trade-compliance records.
Urgent notice may be used for fraud, safety, recall or legal concerns.
33. Books and Records
The Partner must maintain complete and accurate records for the period required by applicable law and any agreed retention schedule.
34. Customer Communications
The Partner may communicate with a Buyer only as reasonably necessary for authorized fulfillment or support.
The Partner may not redirect the Buyer outside the Marketplace, make unauthorized promises or represent itself as HSO.
35. Payments
HSO may deduct agreed fees, refunds, chargebacks, taxes, credits, shipping adjustments and other authorized amounts before paying the Partner.
36. Chargebacks, Refunds and Offsets
The Partner is responsible for chargebacks, refunds, replacements, claims or expenses attributable to:
- inaccurate Listings;
- unavailable inventory;
- incorrect fulfillment;
- defective Products;
- inadequate packaging;
- late shipment;
- unauthorized substitution;
- counterfeiting;
- warranty failure; or
- Partner misconduct.
HSO may offset such amounts against amounts otherwise payable, subject to applicable law.
37. Indemnification
To the fullest extent permitted by law, the Partner will defend, indemnify and hold harmless HSO and its officers, employees and agents from third-party claims, damages, penalties, recalls, costs and reasonable legal fees arising from:
- the Partner’s Products;
- breach of this Agreement;
- Product defect;
- bodily injury or property damage;
- intellectual-property infringement;
- inaccurate Listing information;
- legal or regulatory violation;
- data-security incident caused by the Partner; or
- fraud, willful misconduct or negligence.
38. Limitation of Liability
To the fullest extent permitted by law, neither Party will be liable for indirect, incidental, special, punitive or consequential damages arising from this Agreement, except where such limitation is prohibited or where the claim involves fraud, willful misconduct, confidentiality, data protection, intellectual-property infringement, indemnification or unpaid amounts.
Any monetary cap should be specified in the applicable commercial annex and reviewed by counsel.
39. Suspension
HSO may immediately suspend Listings, Orders, payments or account access in response to:
- fraud;
- counterfeit Products;
- safety concerns;
- sanctions risk;
- data-security risk;
- repeated service failures;
- unpaid obligations; or
- material breach.
40. Term and Termination
This Agreement begins when accepted or signed and continues until terminated.
Either Party may terminate for convenience upon the written notice period stated in the applicable commercial annex.
HSO may terminate immediately for material breach, unlawful conduct, fraud, counterfeiting, safety risk, sanctions risk or repeated performance failure.
41. Effect of Termination
Termination does not eliminate obligations relating to pending Orders, returns, warranties, recalls, payments, confidentiality, data protection, indemnification, audits or dispute resolution.
42. Governing Law and Disputes
Unless a signed commercial annex provides otherwise, this Agreement will be governed by the laws of the State of Mississippi, without regard to conflict-of-law rules.
The Parties should select one consistent forum n ad dispute-resolution method in the signed version. Any arbitration provision, venue designation, jury waiver or class-action waiver must be reviewed by counsel before execution.
43. Notices and Contact
Formal notices must be sent through the method stated in the applicable commercial annex.
Operational questions may be sent to:
- Email: legal@huro nsmithoil.com
- Phone: +1 (866) 954-5938
- Postal Address: 204 Hays St, Batesville, Mississippi, 38606, USA
44. Entire Agreement and Order of Precedence
This Agreement, its annexes, incorporated Marketplace policies and applicable Orders constitute the agreement regarding Partner participation.
A signed amendment or commercial annex prevails over conflicting general language. An Order Confirmation controls only transaction-specific commercial terms unless it expressly amends this Agreement.
45. Electronic Acceptance
Electronic acceptance, digital signature or continued authorized use of the Partner portal may constitute acceptance to the extent permitted by law.