Legal documents

SELLER AGREEMENT

Effective Date: October 3, 2025

Last Updated: October 3, 2025

This Seller Agreement ("Agreement") is entered into between WPARTS LLC, a California limited liability company (“WPARTS”, “we”, or “Platform”) and the entity or individual registering as a seller on the Platform (“Seller”, “you”).

Recitals
WPARTS operates an online marketplace that enables listing, sale and fulfillment of automotive parts and related goods. Seller wishes to list and sell goods on the Platform under the terms below.

1. Definitions

Defined terms used in this Agreement include, without limitation: “Buyer”, “Listing”, “Order”, “Prohibited Items”, “Seller Account”, “Net Payout”, “Chargeback”, “Reserve”, and “Covered Claim”.

2. Acceptance; Scope

By completing onboarding and listing on the Platform, Seller accepts and agrees to be bound by this Agreement. To the extent Seller has a separate written agreement with WPARTS, that written agreement governs to the extent it expressly conflicts with this Agreement.

2A. Platform Role; No Agency; No Assumption of Seller Obligations

2A.1 Neutral Platform. WPARTS operates a neutral technology platform enabling Seller to list and sell products directly to Buyers. WPARTS is not the seller or merchant of record for Seller’s products, does not take title to or possession of products, and does not warehouse, handle, pack, or ship Seller’s products.

2A.2 No Agency. Seller and WPARTS are independent contractors. Nothing herein creates an agency, partnership, joint venture, fiduciary, or employment relationship. Seller shall not represent, and has no authority to represent, that WPARTS is the seller of Seller’s products or has assumed Seller’s obligations to Buyers.

2A.3 No Buyer Protection Program. WPARTS does not offer a buyer protection program. Any facilitation of communications or voluntary mediation by WPARTS is a courtesy only, without any duty to act or guarantee of outcome.

2A.4 State Law Notices. Seller is solely responsible for compliance with federal, state, and local laws governing the sale of products, including state-level marketplace and product liability regimes (e.g., California, Illinois). Seller must provide any required warnings, notices, labeling, or disclosures (including California Proposition 65, where applicable).

3. Onboarding; Verification; Compliance

3.1 Seller must provide accurate legal name, business address, tax identification (EIN or SSN for individuals), bank account information for payouts, contact details, and such documentation as WPARTS requests (e.g., business license, certificate of insurance, W-9, articles of organization, owner identification).
3.2 WPARTS reserves the right to perform identity verification, OFAC/sanctions screening, KYC and anti-money-laundering checks, and to refuse onboarding or suspend accounts for cause.

4. Listings; Representations and Warranties; Seller Responsibility

4.1 SELLER'S SOLE AND EXCLUSIVE RESPONSIBILITY. Seller acknowledges and agrees that Seller is solely and exclusively responsible for all aspects of the products Seller lists and sells on the Platform, including but not limited to:

  • Accuracy of Descriptions: Providing truthful, accurate, complete, and non-misleading product descriptions, titles, images, specifications, compatibility information, and all other Listing content;
  • Product Condition: Accurately representing the condition of products (new, used, refurbished, damaged, open-box, etc.) and disclosing all defects, damage, missing parts, or other material information;
  • Authenticity and Originality: Ensuring that all products are authentic, genuine, original, and not counterfeit, pirated, or infringing on any intellectual property rights. Seller warrants that products are manufactured by or authorized by the claimed brand owner;
  • Availability and Inventory: Maintaining accurate inventory records and ensuring that listed products are in stock and available for immediate shipment. Seller must promptly remove or mark as unavailable any out-of-stock items;
  • Delivery Times and Shipping: Establishing realistic delivery timeframes, shipping products within the stated handling time, providing valid tracking information, and ensuring products are properly packaged to prevent damage. Seller is solely responsible for all shipping delays, errors, and carrier performance;
  • Product Quality and Safety: Ensuring that all products meet applicable quality standards, are safe for their intended use, and are free from defects that could cause injury or damage;
  • Legal Compliance: Ensuring that all products comply with all applicable federal, state, and local laws, regulations, and standards, including but not limited to:
    • Consumer Product Safety Commission (CPSC) safety standards;
    • Federal Motor Vehicle Safety Standards (FMVSS) for automotive parts;
    • Federal Trade Commission Act (FTC Act) requirements for truthful advertising;
    • Import and export controls, customs regulations, and sanctions compliance;
    • State and federal consumer protection laws;
    • Product labeling, certification, and testing requirements;
    • Intellectual property laws (trademark, copyright, patent);
    • Environmental regulations (e.g., California Proposition 65);
    • Any industry-specific or product-specific regulations.

  • Warranties: Honoring all express or implied warranties, return policies, and guarantees provided to Buyers;
  • Customer Service: Responding promptly and professionally to Buyer inquiries, complaints, and dispute requests;
  • Returns, Refunds, and Exchanges: Processing returns, refunds, and exchanges in accordance with Seller's stated policy and applicable law;
  • Product Liability: Bearing all product liability risk and responsibility for any injuries, damages, or losses caused by products sold.

4.2 Seller Representations and Warranties. Seller represents, warrants, and covenants to WPARTS and to all Buyers that:

  • All Listings are truthful, accurate, complete, and not misleading in any respect;
  • Seller has the legal right, title, and authority to sell all listed products;
  • Products are not stolen, counterfeit, pirated, infringing, or illegally obtained;
  • Products are authentic, genuine, and original as represented;
  • Products comply with all applicable laws, regulations, safety standards, labeling requirements, and certification requirements;
  • Products are in the condition stated in the Listing (new, used, etc.) and free from undisclosed defects;
  • Products are safe for their intended use and do not pose unreasonable risk of injury or harm;
  • Product images accurately depict the actual product being sold (not stock photos unless clearly disclosed);
  • Seller will ship products within the stated handling time using the shipping method specified;
  • Seller maintains adequate liability insurance (as required by Section 9.2);
  • Seller is in compliance with all tax obligations and has provided accurate tax information to WPARTS.

4.3 No Reliance by WPARTS. Seller acknowledges that WPARTS does not inspect, test, verify, certify, or warrant products, and that WPARTS relies entirely on Seller's representations, warranties, and compliance with this Agreement. WPARTS has no duty or obligation to verify the accuracy, legality, or safety of Seller's Listings or products.

4.4 Listing Guidelines and Policies. Seller must comply with WPARTS Listing Guidelines, the Prohibited & Restricted Items policy, and all other policies published on the Platform. WPARTS may update these policies from time to time; continued listing constitutes acceptance of updated policies.

5. Prohibited & Restricted Items

5.1 Seller shall not list Prohibited Items as specified on WPARTS’ Prohibited & Restricted Items page. WPARTS may remove Listings and suspend or terminate accounts for violations. WPARTS may update the Prohibited & Restricted Items list from time to time.

6. Order Acceptance; Fulfillment; Shipping; Disputes

6.1 Direct Contract with Buyer. Each Order accepted by Seller constitutes a direct contract of sale between Seller and Buyer. Seller must fulfill Orders in accordance with the Listing's stated terms and WPARTS' fulfillment standards.
6.2 Shipping and Tracking. Seller must provide valid tracking information within the stated handling time. Failure to ship on time or to provide tracking may be a breach of this Agreement.
6.3 High-Value Shipments. Signature confirmation and shipment insurance may be required for high-value items per WPARTS policy.
6.4 Seller Responsibility for Disputes. Seller acknowledges and agrees that:

  • Seller is solely responsible for resolving all disputes, complaints, and claims with Buyers regarding products, orders, delivery, quality, condition, authenticity, returns, refunds, or any other transaction-related matters;
  • Seller must respond promptly and professionally to Buyer inquiries and dispute requests, and cooperate in good faith to reach a resolution;
  • WPARTS may, at its sole discretion, provide voluntary mediation assistance, but WPARTS has no obligation to do so and bears no responsibility for dispute outcomes;
  • WPARTS does not provide refunds or compensation to Buyers on behalf of Sellers;
  • Seller is solely responsible for issuing any refunds, replacements, or other remedies to Buyers;
  • Repeated failure to resolve disputes or poor customer service may result in account suspension or termination;
  • Seller will indemnify and hold WPARTS harmless from all Buyer claims and disputes (as detailed in Section 13).

7. Payments; Fees; Reserves; Chargebacks

7.1 Fees: Seller agrees to pay Platform fees as posted in the Fee Schedule. WPARTS may change fees with prior notice as required by law.
7.2 Payouts: Net Payout equals funds collected from Buyer minus fees, refunds, chargebacks, tax withholdings (if applicable), and other adjustments. The payout schedule and mechanics are described in the Payments Policy. WPARTS may delay or hold payouts (a “Reserve”) to cover chargebacks, fraud investigations, claims, or regulatory obligations.
7.3 Chargebacks and Refunds: Seller is responsible for refunds arising from Seller’s breach or product issues. WPARTS may debit Seller’s account for chargebacks and associated fees. Seller will cooperate with WPARTS in dispute resolution and provide requested documentation.
7.4 Regulatory or Processor-Mandated Refunds. If WPARTS is required by law, court order, government authority, or payment processor rules to issue or credit a refund to a Buyer for Seller’s transaction, Seller authorizes WPARTS to (a) debit Seller’s account, reserves, or net payouts; or (b) invoice Seller for the refund amount, associated processor fees, penalties, and reasonable costs. Seller shall pay any invoice within thirty (30) days.
7.5 No Banking Services. WPARTS is not a bank or money transmitter except to the extent required by law. Funds handling is ancillary to marketplace services and governed by this Agreement and applicable law.

8. Taxes

8.1 Seller is responsible for collecting and remitting sales taxes, VAT or similar taxes unless WPARTS expressly collects and remits such taxes as the marketplace facilitator for the applicable jurisdiction. WPARTS will provide tax reports and may require Seller to submit tax forms (e.g., W-9, W-8BEN). Seller shall provide accurate tax information and cooperate with audits.

9. Product Safety, Recalls and Insurance

9.1 Seller must comply with all applicable safety laws and promptly notify WPARTS of any safety issues, defects, or recalls affecting Seller’s products. Seller must cooperate in any recall or safety remediation.
9.2 Insurance: Seller shall maintain commercial general liability insurance including product liability coverage with minimum limits of $1,000,000 per occurrence (or higher limits as WPARTS may require by category or volume), and shall provide certificates of insurance upon request.

10. Intellectual Property; License to Use Content

10.1 Seller grants WPARTS a non-exclusive, worldwide, royalty-free, transferable license to reproduce, display, modify, and publish Listing content (including images and descriptions) for the operation, promotion, and improvement of the Platform.
10.2 Copyright complaints must follow WPARTS' DMCA takedown procedure (see DMCA Policy). WPARTS' designated Copyright Agent contact information is posted on the Site and in the DMCA Policy.

11. Data Protection & Privacy

11.1 WPARTS' Privacy Notice governs the processing of Buyer and Seller personal data. Seller consents to such processing and to necessary data sharing with payment processors, carriers, tax authorities, and other third parties.
11.2 Where required by law, the parties will enter into a Data Processing Addendum (DPA). WPARTS will use Standard Contractual Clauses for EU/EEA transfers where applicable.

12. Intellectual Property Claims & DMCA Procedures

12.1 WPARTS will respond to valid copyright notices in accordance with U.S. law (DMCA). Full procedures, agent information, and remedies are available in the DMCA Policy. Seller shall not submit fraudulent takedown notices and shall indemnify WPARTS for misrepresentations.

13. Indemnification

13.1 SELLER'S INDEMNIFICATION OBLIGATION. Seller shall indemnify, defend, and hold harmless WPARTS, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, the "WPARTS Parties") from and against any and all third-party and Buyer claims, demands, actions, suits, proceedings, investigations, liabilities, judgments, damages, losses, costs, and expenses (including reasonable attorneys' fees, expert fees, litigation costs, settlement amounts, and government fines or penalties) arising out of or related to:

  • Products and Listings: Any products Seller lists, offers, advertises, or sells on the Platform, including but not limited to:
    • Product liability claims (strict liability, negligence, breach of warranty);
    • Personal injury, death, or property damage caused by products;
    • Product defects, malfunctions, or safety hazards;
    • Product recalls, safety warnings, or regulatory actions;
    • False, misleading, or inaccurate product descriptions, images, or specifications;
    • Misrepresentation of product condition, authenticity, or quality;
    • Counterfeit, pirated, stolen, or infringing products;
    • Non-compliance with safety standards (CPSC, FMVSS, etc.) or other regulations;

  • Buyer Disputes and Claims: Any disputes, complaints, claims, chargebacks, or demands from Buyers regarding:
    • Product quality, condition, authenticity, safety, or performance;
    • Non-delivery, late delivery, damaged delivery, or lost shipments;
    • Returns, refunds, exchanges, or warranty claims;
    • Seller's failure to respond to or resolve Buyer inquiries or disputes;
    • Fraudulent, deceptive, or unfair business practices;

  • Regulatory or Processor-Mandated Refunds; Fines. Any refunds, credits, assessments, fines, penalties, chargebacks, or liabilities imposed on or paid by WPARTS arising from Seller’s transactions, including refunds compelled by applicable law, court orders, government authorities, or payment processor rules.
  • Breach of Agreement: Seller's breach or alleged breach of any provision of this Agreement, the Terms of Service, or any other WPARTS policy or guideline;
  • Violation of Laws: Seller's violation or alleged violation of any federal, state, local, or international law, regulation, or ordinance, including but not limited to:
    • Consumer protection laws (FTC Act, state consumer protection statutes);
    • Product safety laws and regulations (CPSC, FMVSS, FDA, etc.);
    • Intellectual property laws (trademark, copyright, patent infringement);
    • Import/export controls, customs laws, and sanctions regulations;
    • Tax laws (sales tax, VAT, income tax, etc.);
    • Advertising and marketing laws (CAN-SPAM, TCPA, etc.);
    • Environmental laws (California Proposition 65, etc.);
    • Data protection and privacy laws (GDPR, CCPA, etc.);

  • Third-Party Rights: Seller's infringement or alleged infringement of any third-party intellectual property rights, privacy rights, publicity rights, or contractual rights;
  • Seller Conduct: Any fraudulent, deceptive, negligent, reckless, or unlawful conduct by Seller or Seller's employees, agents, or contractors;
  • Platform Damage: Any damage to WPARTS' systems, infrastructure, reputation, or business caused by Seller's actions or omissions.

13.2 Broad Scope. This indemnification obligation applies to claims brought by Buyers, end users, government agencies, regulatory bodies, intellectual property owners, and any other third parties. This indemnification covers claims asserted against WPARTS under any legal theory, including but not limited to product liability (strict liability, negligence, breach of warranty), negligence, breach of contract, fraud, misrepresentation, unfair competition, or violation of statute.

13.3 Defense and Settlement. WPARTS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Seller. Seller agrees not to settle any such matter without WPARTS' prior written consent. Seller will cooperate fully with WPARTS in the defense of any claim, including providing documents, testimony, and other assistance as reasonably requested.

13.4 Immediate Payment. Seller shall reimburse WPARTS for any amounts paid or incurred by WPARTS in connection with indemnified claims, including amounts paid to claimants, attorneys' fees, expert fees, and litigation costs, within thirty (30) days of WPARTS' written demand.

13.5 Survival. This indemnification obligation shall survive the termination or expiration of this Agreement and shall continue in full force and effect with respect to claims arising from Seller's activities during the term of this Agreement.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WPARTS’ AGGREGATE LIABILITY TO SELLER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY SELLER TO WPARTS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (OR $100, WHICHEVER IS GREATER). THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE WHERE NOT PERMITTED BY LAW.

15. Warranties; Disclaimer

15.1 EXCEPT FOR SELLER’S EXPRESS WARRANTIES HEREIN, WPARTS MAKES NO WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

16. Audit Rights; Recordkeeping

16.1 WPARTS may audit Seller’s records (including sales records, invoices, inventory, and compliance documents) upon reasonable notice to confirm compliance. Seller shall retain records for a minimum of four (4) years (or as otherwise required by applicable law).

17. Suspension; Termination; Effect of Termination

17.1 WPARTS may suspend or terminate Seller’s account for breach, fraud, suspected illegal activity, or failure to provide requested documents. Upon termination, all obligations and liabilities that accrued prior to termination survive (including indemnities and payment obligations).

18. Dispute Resolution; Arbitration; Class Action Waiver

18.1 Arbitration: Except where prohibited by applicable law, Seller and WPARTS agree to resolve disputes by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial rules (or other mutually agreed rules). Arbitration will be held in Fresno County, California unless the parties agree otherwise.
18.2 Class Action Waiver: Seller and WPARTS each waive the right to commence or participate in class or representative actions.
18.3 Opt-out: Seller may opt-out of arbitration by sending written notice to WPARTS within thirty (30) days of first accepting this Agreement, following the opt-out procedure posted on the Site.
18.4 Notwithstanding the foregoing, either party may pursue individual claims in small claims court.

19. Governing Law & Venue

19.1 This Agreement is governed by the laws of the State of California without regard to its conflict of law rules. Subject to arbitration provisions above, courts located in Fresno County, California have exclusive jurisdiction for disputes that are not subject to arbitration.

20. Confidentiality

20.1 Each party shall keep confidential non-public business information disclosed in connection with this Agreement and shall not use such information except to perform obligations hereunder.

21. Notices

21.1 Notices to Seller shall be sent to the email address associated with the Seller Account. Legal notices to WPARTS should be sent to legal@wparts.com.

22. Assignment

22.1 Seller may not assign this Agreement without WPARTS’ prior written consent. WPARTS may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.

23. Remedies; Equitable Relief

23.1 WPARTS may seek injunctive or other equitable relief for violations affecting the Platform, intellectual property rights, fraud, or security concerns.

24. Additional Provisions

24.1 Entire Agreement: This Agreement, together with the Fee Schedule, Privacy Notice, Prohibited & Restricted Items list, and any other policies referenced herein, comprise the entire agreement between the parties.
24.2 Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
24.3 Amendments: WPARTS may amend this Agreement; material changes will be communicated to Sellers and may require reconfirmation to continue listing.

Publication Note: This Seller Agreement is a public document published by WPARTS LLC and is effective as of October 3, 2025. It is intended for public posting on the WPARTS website and does not require individual signatures from Sellers to take effect; however, Sellers agree to this Agreement by completing onboarding and listing items on the Platform.

IMPORTANT LEGAL NOTICE: This Agreement has been updated to reflect WPARTS' role as a neutral marketplace platform. Sellers bear full responsibility for products, quality, delivery, and customer disputes. These changes are designed to comply with U.S. marketplace laws and minimize platform liability while protecting both Sellers and Buyers.

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