This is the agreement between Amerigo and each manufacturer in its network. A manufacturer accepts it on the platform before its dashboard opens. It sits beside the Platform Terms (every account) and the Standard Terms of Sale (every order).
1. Parties and appointment
This Supplier Agreement is between Amerigo Marketplace Corp., a New Jersey corporation ("Amerigo"), and the manufacturer that accepts it on the platform ("Shop"). It takes effect on the date Shop accepts it electronically.
1.1 Appointment. Shop appoints Amerigo as its limited agent solely for the purposes of (a) transmitting Shop's quotations to Buyers through the Amerigo platform, (b) collecting payment from Buyers on Shop's behalf, and (c) directing the disbursement of those funds under Section 4. Amerigo accepts the appointment. Amerigo has no authority to set Shop's prices, alter Shop's quotations, or make any promise about Shop's work, and nothing Amerigo says or publishes binds Shop.
1.2 Amerigo is not the seller. Every sale of goods arranged through the platform is a contract between Shop and the Buyer. Amerigo is not a party to that contract, does not take title to the goods, and gives no warranty about the goods. Every Quote, Order Confirmation, and other platform document names Shop as the seller and Amerigo as its agent. A Buyer document that names the parties differently does not change this allocation.
1.3 No exclusivity. Shop may quote, sell, and work for anyone, anywhere, through any channel, subject only to Section 6 (which covers Buyers Amerigo sourced).
1.4 Independent parties. Amerigo and Shop are independent contractors. Nothing here creates a partnership, joint venture, or employment relationship. Except for the limited agency in 1.1, neither party may bind the other.
2. Definitions
- Buyer: a person or company that requests quotes or places Orders through the platform.
- Amerigo-Sourced Buyer: a Buyer whose first contact with Shop, for any job, came through the platform. A Buyer Shop already had a documented relationship with before that first contact is not Amerigo-Sourced (see 6.3).
- RFQ: a Buyer's request for quotation posted on the platform, including any drawings, files, quantities, and specifications.
- Quote: an offer to sell goods that Shop issues to a Buyer through the platform's quote form. Every Quote is made on the Standard Terms of Sale.
- Standard Terms of Sale: Amerigo's published terms governing each sale between Shop and a Buyer, version-numbered, incorporated into every Quote. Amerigo may revise them on 30 days' notice; the version in force when a Buyer accepts a Quote governs that Order.
- Order: a contract of sale formed when a Buyer accepts a Quote on the platform.
- Order Subtotal: the price of the goods in an Order, before shipping, crating charged as a separate line, and tax.
- Hold: funds a Buyer has paid to Amerigo for an Order that Amerigo is holding on Shop's behalf pending release under Section 4.
- Acceptance: the point at which a Buyer accepts the goods under the Standard Terms of Sale, whether by confirming on the platform or by the inspection window closing without a claim.
- Commission: the fee Shop pays Amerigo under Section 5.
3. Quotes and Orders
3.1 How Shop quotes. Shop issues every Quote through the platform's quote form. Shop fills in the commercial terms: part and drawing reference with revision, quantity, unit price, lead time, delivery point, freight terms, crating (included or as a separate line), certifications and reports included, payment split, and the date the Quote expires. The platform renders the rest, including Shop's name as seller, Amerigo's name as agent, the Standard Terms of Sale, and the warranty and liability terms. Shop may not alter the rendered terms. The platform returns a Quote to Shop for completion if a required field is missing or the Quote does not match the RFQ's parts or quantities, and tells Shop what is missing. Amerigo does not hold, edit, or approve a complete Quote.
3.2 The Quote is Shop's offer. A Quote is an offer by Shop to sell on the terms shown and on the Standard Terms of Sale. Shop may attach its own quotation document to a Quote for detail or breakdown. If an attachment conflicts with the Quote, the Quote governs. Any terms and conditions printed on or referenced in an attachment, on Shop's acknowledgments, or on Shop's invoices do not apply to any Order.
3.3 Acceptance forms the Order. When a Buyer accepts a Quote on the platform, an Order exists between Shop and that Buyer on the Quote's terms. Amerigo sends both parties an Order Confirmation. Amerigo may issue the Order Confirmation in purchase-order form, as Shop's agent, so that Shop may reference the order number in its own systems. A Buyer purchase order, if the Buyer issues one, is a reference document for the Buyer's records; its additional or different terms are rejected and do not become part of the Order. Amerigo may acknowledge a Buyer purchase order on Shop's behalf as agent, restating this.
3.4 Direct communication. Shop and Buyer communicate directly through the platform's message thread, including on drawings, tolerances, materials, lead times, and revisions. Amerigo does not review, approve, or become responsible for the content of those communications.
3.5 Shop's prices. Shop sets its own prices. Amerigo does not set, approve, or mark up Shop's price.
3.6 Changes. Any change to an Order (quantity, revision, lead time, price) is made by Shop issuing a revised Quote through the platform and the Buyer accepting it. Changes agreed only in the message thread or by email do not amend the Order.
3.7 Subcontracting. Shop performs the Order at the facility listed on its platform profile. Shop may subcontract finishing operations (plating, powder coat, heat treat, and the like) in the ordinary course. Shop may not subcontract fabrication or machining of the goods to another company without disclosing it to the Buyer in the thread before the Buyer accepts the Quote. Shop does not subcontract any part of an Order to a facility outside the United States. Shop does not subcontract any part of an export-controlled Order without the Buyer's written consent in the thread, and only to a subcontractor that meets 8.3.
4. Payment through Amerigo
4.1 All Orders are paid through Amerigo. Every Order, and every order from an Amerigo-Sourced Buyer, is paid through the platform. Shop will not invoice an Amerigo-Sourced Buyer directly or accept payment from one outside the platform.
4.2 Payment to Amerigo discharges the Buyer. Shop agrees that a Buyer's payment to Amerigo for an Order is the same as payment made directly to Shop, and extinguishes the Buyer's payment obligation to Shop to the extent paid.
4.3 The Hold. Buyer payments are received and held by Amerigo's payment provider in an account structure designated for Shop's transactions. Amerigo directs the provider when and how much to release. Amerigo does not use funds in the Hold for its own operations and does not mix them with its operating funds.
4.4 Release. Amerigo initiates release of the Hold to Shop in two parts, after deducting the Commission under Section 5 proportionately from each. The deposit share stated on the Quote is released within 3 business days after Shop marks the Order in production on the platform. The remainder is released within 3 business days after Acceptance. Funds arrive in Shop's account on the payment provider's settlement schedule, which Amerigo does not control. Amerigo does not release any other part of a Buyer's payment to Shop before Acceptance, except that where a Buyer abandons an Order under the Standard Terms of Sale, Amerigo releases the deposit to Shop up to Shop's documented costs and refunds the rest to the Buyer; where a Buyer cancels an Order under 6.2 of the Standard Terms of Sale, Amerigo releases the costs Shop states under that section as that section provides; and Amerigo may release an amount to Shop earlier on Shop's request where the Buyer has agreed in the Order's thread. A deposit share released at production start is subject to Sections 4.5 and 4.7 if the Buyer's claim or refund is later upheld.
4.5 Claims. If the Buyer makes a quality or non-conformance claim under the Standard Terms of Sale before release, Amerigo keeps the disputed amount in the Hold until the claim is resolved. Shop responds to the claim through the platform within 5 business days. If Shop and the Buyer have not resolved it within 15 business days after the claim, Amerigo decides whether and how much of the Hold to release, based on the Standard Terms of Sale and the evidence both parties provided, and may split a release. Amerigo makes that decision within 10 business days after the resolution period ends. Amerigo's decision governs the Hold only; it does not decide Shop's or the Buyer's rights against each other. Shop releases Amerigo from any claim arising from a Hold decision Amerigo made in good faith under this Section.
4.6 Card and bank costs. Amerigo bears the cost of the payment rails. Shop's payout is never reduced for card processing, bank transfer, or currency cost. Card payment is accepted only on Orders with an Order Subtotal below $10,000; Orders at or above that amount are paid by bank transfer. Amerigo bears the card cost on Orders below the threshold, and the price to the Buyer is the same on every payment method.
4.7 Refunds, chargebacks, and returns. A refund to a Buyer that Shop agrees to, or that the Standard Terms of Sale require, is paid from the Hold. A card chargeback or a bank transfer return on an Order is handled as a refund claim: Amerigo notifies Shop, contests the chargeback with the evidence Shop supplies within the card network's deadline, and if the chargeback is lost the amount is treated as a refund. If the Hold has already been released, Shop repays the refund, chargeback, or return amount to Amerigo within 10 days, and Amerigo may offset it against any amount it holds or owes Shop.
4.8 Taxes. Where the law treats Amerigo as a marketplace facilitator or marketplace provider for an Order, Amerigo collects the Buyer's resale or exemption certificate at checkout and, where no exemption applies, collects and remits sales tax on the Order. Where the law does not, Shop is responsible for its own sales and use tax. Shop cooperates with Amerigo on any information a taxing authority requires. Shop is responsible for its own income taxes on amounts paid to it; Amerigo issues any information return the law requires.
4.9 Payout details. Shop provides a bank account through the platform's payment provider and keeps it current. Amerigo may withhold payout while Shop's account information or identity is unverified.
4.10 Set-off. Amerigo may set off any amount Shop owes Amerigo under this Agreement against any amount Amerigo holds for or owes to Shop, and will tell Shop in writing when it does.
5. Commission
5.1 Rate. Shop pays Amerigo a Commission on every Order equal to 8% of the Order Subtotal, or 5% for a Shop that Amerigo designates in writing as a Founding Shop when it accepts this Agreement. Orders from a Buyer exempted under 6.3 carry no Commission. The Commission is deducted from the Hold before release. Shop's price to the Buyer is Shop's own; the Commission is not added to, shown on, or itemized for the Buyer.
5.2 What the Commission is for. The Commission pays for the Buyer relationship Amerigo brought to Shop, the platform, and the payment services in Section 4. It is Amerigo's only compensation from Shop. Amerigo charges Shop no listing, subscription, or quoting fee.
5.3 No Commission on refunds or on a Buyer's cancellation. Amerigo earns no Commission on any part of an Order Subtotal that is refunded to the Buyer, or on an Order the Buyer cancels under 6.2 of the Standard Terms of Sale; costs released to Shop on that cancellation are released in full. If Commission was already deducted on a refunded amount, Amerigo credits it back on the refund.
5.4 Off-platform orders from Amerigo-Sourced Buyers. If Shop takes an order from an Amerigo-Sourced Buyer outside the platform during the term of this Agreement or the tail in 6.1, the Commission on that order is still owed. Before invoicing it, Amerigo gives Shop written notice and 10 days to route the order through the platform; if Shop does, no separate invoice issues. On reasonable request, not more than twice a year, Shop confirms in writing whether it has taken orders outside the platform from a list of Amerigo-Sourced Buyers Amerigo names. This is in addition to Amerigo's rights under Section 6.
5.5 Rate changes. Amerigo may change the rate in 5.1 on 60 days' written notice. The rate in force when Shop issues a Quote applies to any Order formed from it. Founding Shops keep the founding rate for as long as this Agreement is in force.
6. Non-circumvention
6.1 Shop's covenant. For any Amerigo-Sourced Buyer, Shop will quote, sell, and take payment through the platform, including reorders and new jobs, for as long as this Agreement is in force and for 12 months after it ends. Shop will not invite, encourage, or arrange for an Amerigo-Sourced Buyer to transact with Shop outside the platform.
6.2 Amerigo's covenant. Amerigo's Platform Terms place the same obligation on Buyers: a Buyer that first found Shop through the platform agrees to place its orders with Shop through the platform.
6.3 Buyers Shop already had. This Section does not apply to a Buyer Shop can show it did business with, or was in active quoting with, before the Buyer's first contact with Shop on the platform. Shop documents a prior relationship by uploading a dated invoice, purchase order, or quote to the Buyer from before that first contact. Amerigo confirms the exemption in writing; Orders from that Buyer through the platform carry no Commission from the date of confirmation forward. Section 4.6 still applies: card cost is borne by Amerigo, never by Shop. Commission already deducted before confirmation is not refunded. Amerigo may audit the documentation and may revoke an exemption obtained with inaccurate documentation, in which case the standard rate applies to that Buyer's Orders from the date of revocation and Amerigo may invoice the difference on Orders since the exemption was granted.
6.4 Remedy. If Shop breaches this Section, Amerigo may suspend or terminate Shop's account and this Agreement, and may invoice the Commission owed under 5.4. Amerigo does not charge a penalty or liquidated damages for a breach of this Section.
7. Performance and quality
7.1 Shop performs the Order. Shop manufactures and delivers the goods in accordance with the Order, the Buyer's drawing at the revision stated in the Quote, and the Standard Terms of Sale. Shop's warranty obligations run directly to the Buyer under those terms. Shop marks the Order in production on the platform when production starts, and posts a ready-to-ship notice on the platform when the goods are ready at its dock; the deposit release under 4.4, the Buyer's cancellation right, and the balance and storage clocks in the Standard Terms of Sale run from those events, and Shop does not get the benefit of a clock or a release it has not started.
7.2 Claims are Shop's to resolve. Shop is responsible for resolving any non-conformance, defect, shortage, or damage claim with the Buyer under the Standard Terms of Sale, including remake, rework, replacement, or refund, and the freight on any of those. Amerigo's role is limited to administering the Hold under 4.5.
7.3 Amerigo does not inspect. Amerigo does not inspect, test, or approve goods and does not certify conformance. Shop does not rely on Amerigo for any quality function.
7.4 Delivery. Shop ships or makes goods available on the terms in the Quote. Unless the Quote says otherwise, goods are delivered FCA Shop's facility shown on the Quote (Incoterms 2020): Shop loads the goods onto the Buyer's carrier at its dock, freight collect on the Buyer's carrier account, and risk of loss passes to the Buyer when loaded. Shop crates and packages goods in a manner adequate for the mode of transport stated in the Quote.
7.5 Buyer property. Drawings, files, and any Buyer-furnished material or tooling are the Buyer's property. Shop uses them only to perform the Order, keeps them secure, and returns or destroys them under Section 8.
8. Representations and confidentiality
8.1 Capabilities and certifications. Everything Shop states on its platform profile about its processes, equipment, materials, capacity, facility, and certifications (ISO, AS, ITAR registration, and any other) is accurate and current. Shop updates its profile within 10 days of any change and before quoting any job the change affects.
8.2 Legal standing. Shop is a validly existing business, is authorized to enter this Agreement, and holds every license and permit its work requires. Shop is organized in the United States and performs each Order at the U.S. facility on its platform profile.
8.3 Export controls and sanctions. Shop complies with U.S. export control laws, including the EAR and ITAR, and with U.S. sanctions laws administered by OFAC. Shop, its owners, and its principals are not on any U.S. denied-party or sanctions list, and Shop does not transact with anyone who is. Shop will not quote a job identified in the RFQ as ITAR- or export-controlled unless Shop is registered and qualified to perform it and says so on its profile. Shop is responsible for its own compliance on any controlled job it accepts.
8.4 Confidentiality. Each party keeps the other's non-public business information confidential, uses it only for this Agreement, and protects it with at least reasonable care. Buyer drawings, specifications, prices, and identities that Shop receives through the platform are confidential information of the Buyer and of Amerigo; Shop uses them only to quote and perform the Order for that Buyer, does not disclose them, and does not use them for any other customer or product. These obligations survive for 5 years after this Agreement ends, and for trade secrets for as long as they remain trade secrets. Shop returns or destroys Buyer drawings and files within 18 months after completing the last Order they relate to, except copies it must retain by law.
8.5 Platform data. Amerigo may use data about Shop's quotes, Orders, pricing, and performance to operate and improve the platform, including to match RFQs to shops and to publish aggregated market data. Amerigo will not publish Shop's identifiable pricing or identify Shop as the source of any figure without Shop's consent.
9. Insurance
9.1 Coverage. Shop carries commercial general liability insurance including products and completed operations coverage, with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate, with insurers rated A- or better.
9.2 Additional insured. Amerigo requests at signup that Shop's policy name Amerigo Marketplace Corp. as an additional insured for products and completed operations arising from Shop's Orders. Amerigo may require the endorsement once Shop has completed 5 Orders through the platform or quotes an Order with an Order Subtotal above $25,000; it is never a condition of release of the Hold.
9.3 Certificate. Shop provides a current certificate of insurance showing the coverage in 9.1 within 10 days after Amerigo asks for it, and a renewal on request after each expiration. Insurance is never a condition of quoting, of accepting an Order, or of release of the Hold.
9.4 Workers' compensation. Shop carries workers' compensation and employer's liability coverage as its state requires.
10. Intellectual property
10.1 Buyer's IP. The Buyer owns its drawings, models, specifications, and any part made to them. Shop receives a limited license to use them solely to quote and perform the Order and gains no other right in them. Shop does not reproduce a Buyer's part for anyone else.
10.2 Shop's IP. Shop keeps its own processes, fixtures, programs, and know-how. Nothing here transfers them to Amerigo or to a Buyer, except tooling the Buyer paid for as a separate line, which belongs to the Buyer.
10.3 Amerigo's IP. The platform, its software, matching methods, and content belong to Amerigo. Shop's profile content remains Shop's; Shop grants Amerigo a non-exclusive license to display it on the platform and in Amerigo's marketing of the platform while this Agreement is in force.
10.4 Infringement. Shop is responsible for any infringement claim arising from Shop's own processes or from anything Shop adds to a design. Shop is not responsible for infringement that results from following the Buyer's drawing as supplied.
11. Indemnification
11.1 By Shop. Shop defends and indemnifies Amerigo and its officers, directors, and employees against third-party claims, and the losses, damages, and reasonable attorneys' fees that result, to the extent arising from: (a) the goods Shop sold under any Order, including bodily injury, death, or property damage caused by them; (b) Shop's breach of an Order or of the Standard Terms of Sale; (c) any inaccuracy in Shop's representations under Section 8; (d) Shop's violation of law, including export control law; (e) infringement under 10.4; or (f) any lien, wage, tax, or subcontractor claim arising from Shop's performance.
11.2 By Amerigo. Amerigo defends and indemnifies Shop against third-party claims to the extent arising from Amerigo's gross negligence, willful misconduct, or a claim that the platform itself infringes a third party's intellectual property.
11.3 Procedure. The indemnified party gives prompt notice of a claim, lets the indemnifying party control the defense, and cooperates at the indemnifying party's expense. No settlement that admits fault or imposes obligations on the indemnified party without its consent.
12. Limitation of liability
12.1 No consequential damages. Neither party is liable to the other for lost profits, lost business, or indirect, incidental, special, or consequential damages arising from this Agreement, however caused, even if advised of their possibility. This does not limit Shop's indemnity under 11.1 or either party's liability for breach of Section 8.4.
12.2 Amerigo's cap. Amerigo's total liability to Shop under this Agreement, for all claims combined, will not exceed the Commission Amerigo received from Shop in the 12 months before the event giving rise to the claim. This cap does not apply to the amounts Section 4 requires Amerigo to release to Shop, which Amerigo owes in full, or to Amerigo's gross negligence or willful misconduct.
12.3 No volume promise. Amerigo makes no promise that Shop will receive any number of RFQs, Quotes, or Orders, and no promise that any Buyer will accept a Quote. Amerigo decides which shops receive which RFQs, and routes RFQs based in part on Shop's response record, including how quickly Shop accepts or declines an RFQ and whether Shop quotes by the time it stated.
12.4 Platform as is. The platform is provided as is. Amerigo disclaims all implied warranties about the platform, including merchantability and fitness for a particular purpose, and does not warrant that it will be uninterrupted or error-free. Amerigo makes no representation about any Buyer's creditworthiness, identity, or conduct beyond what the platform displays.
13. Term and termination
13.1 Term. This Agreement starts when Shop accepts it and continues until either party ends it.
13.2 Ending it. Either party may end this Agreement for any reason on 30 days' written notice. Amerigo may suspend Shop's account immediately, and end this Agreement on notice, if Shop breaches Section 3.7, 4.1, 6, 8, or 9, makes a material misrepresentation, or receives repeated quality claims Amerigo reasonably considers unresolved.
13.3 Orders in progress. Orders accepted before termination are completed under this Agreement. Sections 4 (for Orders in progress and amounts owed), 5.4 and 6 (for the tail stated in 6.1, if any), 8.4, 10, 11, 12, 14, and 15 survive termination. Section 4.1 does not survive beyond that tail.
13.4 No rejoining under another name. A Shop whose account Amerigo terminated for breach may not rejoin under a different company name or entity without Amerigo's written consent.
14. Governing law and disputes
14.1 Law. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
14.2 Forum. Any dispute between Amerigo and Shop is brought in the state or federal courts sitting in Middlesex County, New Jersey, and both parties consent to their jurisdiction. Either party may seek an injunction in any court to protect confidential information or intellectual property.
14.3 Disputes with Buyers. Disputes between Shop and a Buyer about an Order are governed by the Standard Terms of Sale, not by this Section.
14.4 Time limit. A claim under this Agreement must be brought within 1 year after it arises.
15. General
15.1 Entire agreement. This Agreement, the Standard Terms of Sale, and the Platform Terms are the entire agreement between Amerigo and Shop about the platform. They replace any earlier discussion or arrangement.
15.2 Changes. Amerigo may update this Agreement, the Standard Terms of Sale, and the Platform Terms by posting a new version and notifying Shop by email at least 30 days before it takes effect. Shop's continued use of the platform after that date is acceptance. Orders accepted before the effective date stay on the prior version.
15.3 Assignment. Shop may not assign this Agreement without Amerigo's written consent. Amerigo may assign it to a successor to its business.
15.4 Notices. Notices go to the email addresses on each party's platform account, with a copy to michael@amerigomarketplace.com for Amerigo.
15.5 Electronic acceptance. Shop accepts this Agreement by clicking to accept it on the platform. That acceptance has the same effect as a signature.
15.6 Severability; waiver. If any term is unenforceable, the rest stands. A party's failure to enforce a term is not a waiver of it.
15.7 Force majeure. Neither Amerigo nor Shop is liable to the other for a failure to perform this Agreement caused by events beyond its reasonable control, including fire, flood, utility failure, labor action not involving its own workforce, government order, or failure of a payment provider or network, for as long as the event continues, provided it notifies the other party promptly and resumes performance when it can. This does not excuse a payment already due, and Shop's delivery obligations to a Buyer are governed by the Standard Terms of Sale.
Amerigo Marketplace Corp. Version 0.6, effective September 23, 2026.