Wolt Market Vendor Terms & Conditions
These Terms and Conditions govern the purchase of Products by Wolt Market from the Vendor for resale through Wolt Service. By signing or otherwise accepting an Agreement with Wolt Market, or by selling or otherwise providing products to Wolt Market, the Vendor agrees to be bound by these Wolt Market Vendor Terms and Conditions (“Wolt Market Vendor Terms and Conditions”). The Vendor represents and warrants that the person signing or otherwise accepting these Wolt Market Vendor Terms and Conditions on behalf of the Vendor has the required authority to commit to the Agreement on behalf of the Vendor. Please read the following Wolt Market Vendor Terms and Conditions carefully before committing to the Agreement or otherwise providing Products to Wolt Market. If you do not agree with these Wolt Market Vendor Terms and Conditions, please do not provide Wolt Market with Products.
1. Definitions
1.1. Agreement means (i) agreement that has been entered into between Vendor and Wolt Market regarding Products (if applicable); and/or (ii) Purchase Order (PO) submitted by Wolt Market to the Vendor for ordering the Products; always including these Wolt Market Vendor Terms and Conditions, which form an integral part of the Agreement.
1.2. Applicable Laws means all applicable local and international legislation, including but not limited to EU regulations, such as regulations related to product safety, product labeling, packaging, and consumer protection (e.g., the General Product Safety Regulation (EU) 2023/988 and Regulation (EU) 2023/1115 on deforestation-free products).
1.3. Buyer or Wolt Market means the local Wolt Market company entering into the Agreement with the Vendor, as identified in, or in connection with, the applicable Agreement.
1.4. Defective Product(s) mean products that are not in compliance with the Agreement and/or Applicable Laws, including but not limited to Products that are incorrectly packaged, mislabeled, expired, damaged or unsafe, or suspected to be unsafe.
1.5. GTIN Code means the Global Trade Item Number used to uniquely identify trade items, in accordance with GS1 standards.
1.6. Parties mean Wolt Market and Vendor.
1.7. Purchase Order, or PO, means Wolt Market’s written order (e.g., by email) to purchase Products from the Vendor, specifying details such as delivery date, Product prices, quantities, and delivery destination. For the avoidance of doubt, a Purchase Order shall be valid and binding upon issuance, and shall constitute Agreement between the Parties even if certain non-material information is missing.
1.8. Product(s) means any product(s) that are sold or otherwise provided to Wolt Market by the Vendor, whether for resale through the Wolt Service or for free distribution (including as samples or for promotional purposes) to Wolt Service users.
1.9. Product Content means all content and information necessary for the operation of the Wolt Service, and for Wolt Service users to make informed purchasing decisions on Products, including but not limited to accurate and up-to-date information that is relevant and applicable to each Product, such as Product descriptions, images, pictures, specifications, ingredients and/or materials, usage instructions, warnings, origin, and/or any other legally required disclosures under the Applicable Laws.
1.10. Vendor means the supplier, vendor or other legal or natural person selling or otherwise providing Products to Wolt Market under the Agreement.
1.11.Warranty Period means, with respect to Products with at least two (2) years’ lifetime (such as electronics), (i) one (1) year from the date of purchase by the Wolt Service user for any and all defects in such Products; and (ii) two (2) years from the date of purchase by the Wolt Service user for manufacturing defects in such Products.
1.12. Wolt Service means a digital application called Wolt, and Wolt website located at wolt.com, made available by Wolt Oy or other relevant local Wolt group company incorporated in the country of use, through which natural and legal persons may order products and/or services from Wolt’s partners.
2. General
2.1. These Wolt Market Vendor Terms and Conditions govern the sale and/or other provision of Products to Wolt Market by the Vendor. For the sake of clarity, any marketing services provided to the Vendor are agreed separately and governed by the General Wolt Market Marketing Services Terms and Conditions.
2.2. By signing or otherwise accepting Agreement with Wolt Market, or by selling or otherwise providing Products to Wolt Market, the Vendor agrees to be bound by these Wolt Market Vendor Terms and Conditions.
2.3. In case of conflict between these Wolt Market Vendor Terms and Conditions and the Agreement, the Agreement shall prevail. These Wolt Market Vendor Terms and Conditions shall, nevertheless, apply and prevail over any other general terms and conditions or standard contractual documentation of the Vendor in the event of any conflict or inconsistency.
3. Product Quality and Compliance
3.1. The Vendor represents and warrants that all Products and Product Content comply with Applicable Laws and Wolt Market’s specifications/instructions, as applicable. This includes but is not limited to:
(i) making sure the Products are safe, and accompanied by the statutory documentation (such as Safety Data Sheets and Certificates of Conformity as applicable);
(ii) ensuring that all Products include all necessary information, manuals and safety instructions in the official languages of the countries where the Product(s) are sold;
(iii) ensuring that all Products requiring temperature control are stored, handled, transported, and delivered in a manner that maintains appropriate product temperatures and prevents any risk to food safety or quality in accordance with Applicable Laws (such as Regulation (EC) 852/2004, and Agreement on the Transport of Perishable Foodstuffs (ATP), as applicable); and
(iv) implementing and maintaining documented procedures, monitoring, and equipment as part of its HACCP-based food safety management system, ensuring continuous temperature control throughout the supply chain, as applicable.
3.2. The Vendor shall promptly notify Wolt Market of any actual or suspected temperature deviation or other conditions that may affect Product safety or quality, and shall fully cooperate with Wolt Market in any investigation, Product withdrawal, or recall.
3.3. Products must be labeled with GTIN codes, shelf life, and other regulatory identifiers in line with GS1, ISO and other applicable standards and Applicable Laws.
3.4. Any change in (i) the GTIN code (in accordance with the GTIN Management Rules); (ii) composition of the Product (including but not limited to the addition of GMOs or any ingredients); or (iii) change in the original Product volume must be notified to Wolt Market in writing at least fourteen (14) days in advance. In the event that the change has a material effect, Wolt Market has the right to cancel or terminate ordering of such changed Products.
3.5. Products must be delivered with at least two-thirds (2/3) of their shelf life remaining, unless otherwise agreed in writing by the Parties.
3.6. Product delivery packaging maximum weight is twenty-five (25) kg, unless the Product itself weighs more, or there are more strict applicable regulations on the Product weight in line with the Applicable Laws.
3.7. The Vendor is responsible for complying with all returnable packaging requirements under the Applicable Laws, and any associated fees and costs.
3.8. The Vendor represents and warrants that the Vendor (i) has read and understood Wolt’s Global Vendor Code of Conduct, available through this link: https://assets.ctfassets.net/23u853certza/1M3BH97ogeBnbtzbwniBkn/0e783de1f52fba8b482fe08ac94d66f5/Wolt_Global_Vendor_Code_of_Conduct_v2_FINAL__2_.pdf; and (ii) shall comply with the Wolt’s Global Vendor Code of Conduct throughout the term of the Agreement and for as long as any Products remain on sale.
4. Ordering and Delivery
4.1. When Wolt Market wishes to purchase Products from the Vendor, Wolt Market submits a Purchase Order to the Vendor.
4.2. The Vendor shall confirm receipt and acceptance of the PO within twenty-four (24) hours of receipt. If no confirmation is provided within that time, the PO shall be deemed accepted.
4.3. If a Purchase Order volume exceeds twenty percent (20%) of Wolt Market’s regular ordering volumes for the relevant Product, the Vendor must obtain Wolt Market’s confirmation before fulfilling the order. If the Vendor fails to obtain such confirmation, Wolt Market shall not be obliged to pay for the unconfirmed quantities.
4.4. The Vendor shall deliver the Products free of charge to the delivery address specified in the PO, together with a compliant delivery note. All Product deliveries are subject to INCOTERMS, with DPU (Delivered at Place Unloaded) applying unless the Parties agree otherwise.
4.5. The Products shall be deemed received upon completion of unloading at the named place of destination in accordance with DPU. The Vendor guarantees that the Products are delivered in compliance with Applicable Laws, including but not limited to road safety and applicable public order requirements.
4.6. Any Product returns shall be made at the Vendor’s risk and expense, unless otherwise agreed between the Parties.
5. Invoicing and Payment
5.1. The Vendor’s invoices must include the following information, in addition to any requirements in accordance with Applicable Laws:
Vendor´s full name, address, contact person and VAT identification number
Wolt Market store’s full name, address, contact person and VAT identification number
Invoice number
PO number
Date of issue
Delivery date
Payment term
Line by line SKU, item code, item description, UOM, quantity, unit price, total amount
Net, Gross and VAT (or other tax), amounts payable, applied VAT rate, and currency
Payment instructions: Bank name, Bank Country, Account number, SWIFT/BIC/IBAN
If applicable, information about reverse charge (if client is VAT registered) in the EU
5.2 An invoice that does not comply with the terms of this Section, may be returned to the Vendor for correction, and the Vendor is obliged to submit the corrected invoice within 10 (ten) days. The payment term begins from delivery of a compliant invoice, as set out in this Section 5. Wolt Market is obliged to pay only for the actual, duly and in full delivered Products.
5.3. Each Party shall bear its own banking fees related to any payment transactions.
6. Crisis and Recall Management
6.1. The Vendor shall promptly notify Wolt Market of any Product-related safety concern, crisis, and/or recall. Such notification shall be made without undue delay and in any case no later than twenty-four (24) hours after the Vendor becomes aware of the issue, unless agreed otherwise by the Parties.
6.2. The Vendor shall maintain an up-to-date and effective Product recall process. The Vendor shall be responsible for all costs and expenses associated with any recall event that is caused by, or arises from, the Vendor’s Products, including any related compensation for damages.
7. Marketing Activities and Promotional Sale
7.1. The Vendor is authorized to request Wolt Market in writing to carry out marketing activities, e.g., in order to improve the placement of the Products in Wolt Market venues, and/or to improve visibility of the Products on the Wolt Service. Wolt Market Marketing Terms and Conditions shall apply to all such marketing activities.
7.2. Wolt Market does not guarantee the availability of marketing activities at all times. In the event of any breach of the Agreement by the Vendor, including but not limited to repeated failure to deliver Products, the Buyer reserves the right to suspend or cancel any related marketing activities and/or remove the affected Products from its assortment, regardless of any prior marketing agreements concerning such Products.
7.3. The Vendor is authorized to request Wolt Market, in writing, to carry out a promotional sale. For clarity, a promotional sale as referred to herein, does not include any possibility for the Vendor to decide on discounts or prices applied by Wolt Market in Wolt Market venues. The Parties may agree on a promotional sale in a written form (e.g., by email).
8. Product Content
8.1. The Vendor shall provide Wolt Market with the Product Content, at no additional cost.
8.2. The Vendor represents and warrants that: (i) all Product Content is true, accurate, and not misleading; (ii) the Vendor has all necessary rights, licenses, and consents to provide such Product Content to Wolt Market to be used in the Wolt Service, and in any promotional materials when selling and/or promoting Products; and (iii) the Product Content complies with all Applicable Laws in the countries where the Products are sold.
8.3. The Vendor shall update the Product Content as needed, to ensure it remains accurate and complete throughout the term of the Agreement and for as long as any Products remain on sale and/or in use by Wolt Service users.
9. Product Inspections and Returns
9.1. Wolt Market may choose to return or not receive any Defective Products, incorrect products, or Products delivered in excess of the quantities ordered in the PO. The Vendor shall promptly refund or replace the returned products, at the Wolt Market’s option.
9.2. Wolt Market reserves the right to make post-delivery claims for hidden defects without undue delay. The Vendor undertakes to replace the Defective Products with non-defective Products without undue delay, or, to compensate the Defective Products to Wolt Market, at the Wolt Market’s option.
9.3. If the Vendor fails to perform its obligations under the Agreement, or performs them improperly, and does not remedy such failure within a reasonable time following the Buyer’s notice, the Vendor shall be liable to the Buyer as follows: (i) in the case of delayed deliveries, an amount equal to five percent (5%) of the stock value of the delayed Products for each day of delay; and (ii) in the case of Defective Products, an amount equal to the stock value of the affected Products.
The Buyer shall be entitled to set off any such amounts, including related expenses, against payments due to the Vendor.
9.4. The Vendor is not responsible for delays or damages that occur because of reasons related to the Buyer, or in other cases when the non-fulfilment or delay of the Vendor's obligation occurred due to reasons for which the Vendor is not responsible.
9.5. The Buyer has the right to return any improperly delivered products at the Vendor’s expense. If after fourteen (14) calendar days after the Buyer’s notice, the Vendor has not collected the relevant products, they may be disposed of, and the disposal costs shall fall to the Vendor. The same applies to any other Products that the Parties have agreed to be returned to the Vendor, and which the Vendor has not picked up on time.
9.6. The Buyer reserves the right, at its sole discretion, to suspend or permanently cease the purchase of any Products under the Agreement with a prior written notice, if the Buyer reasonably determines that there are material compliance issues related to such Products, including but not limited to non-compliance with Applicable Laws, or the specifications outlined in the Agreement, if applicable. This right shall not relieve the Vendor of any other obligations under this Agreement.
9.7. Wolt Market may conduct up to two (2) product inspections per year at the Vendor’s premises, with at least five (5) days’ prior notice.
10. Warranty
10.1. Where the Vendor provides Wolt Market with Products with at least two (2) years’ lifetime (such as electronics), the Vendor shall be solely responsible for any and all defects in such Products that arise during the Warranty Period.
10.2. If the Vendor wishes to transfer responsibility for manufacturing defects to the manufacturer of the relevant Product, the Vendor shall ensure that it has a binding agreement in place with such manufacturer under which the manufacturer accepts full responsibility for any manufacturing defects during the Warranty Period. A copy of such agreement shall be provided to Wolt Market upon request.
10.3. Wolt Market shall notify the Vendor of any relevant defects discovered within the Warranty Period promptly after discovery, providing a description of the defect and its impact on the affected Product(s). Upon receipt of such notice, the Vendor shall, at its own (or the manufacturer’s) expense, repair or replace the defective Product(s), or refund the purchase price to Wolt Market, at the Vendor’s discretion.
10.4. The obligations under this Warranty Section shall survive any termination or expiration of the Agreement. In the event of any conflict or inconsistency between this Section and other provisions of the Agreement, this Section shall prevail with respect to matters relating to the Warranty Period.
11. Confidentiality
11.1. Each Party shall treat as confidential and shall not disclose to any third parties information concerning the other Party or its business that’s not publicly available and was obtained by the Party in connection with the Agreement from the other Party (other than to its affiliates, advisors and consultants, and to the extent necessary to enforce the provisions of the Agreement or to comply with an official court order or authority decision, or with the prior written approval of the other Party). For the sake of clarity, the commercial terms of the Agreement are deemed to be confidential information.
11.2. This Section shall remain in force without limitation, notwithstanding the termination of the Agreement.
12. Liability and Insurance
12.1. The Vendor shall be fully liable for, and shall indemnify, defend, and hold harmless the Buyer, its affiliates, officers, employees, and agents from and against, any and all losses, damages, liabilities, costs (including reasonable recall costs), expenses, and third-party claims (including claims relating to intellectual property rights) arising out of or in connection with the Products and/or Product Content, information given or lacking about the Products or as Product Content, or the Vendor’s breach of the Agreement.
12.2. The Vendor further represents and warrants that all Products and Product Content are free from any encumbrances, defects in title, rights of first refusal, or other rights of third parties, including without limitation intellectual property rights. In the event of any breach of the foregoing warranty, or of this Section in any respect, the Vendor shall be liable to the Buyer for all damages, costs, and claims resulting therefrom.
12.3. The Vendor shall, at its own expense, maintain adequate Commercial General Liability insurance, including Product liability coverage, throughout the term of the Agreement and/or for as long as any Products remain on sale or in use by Wolt Service users.
12.4. Such insurance must (i) not exclude coverage for the Products, (ii) include adequate limits as required by Wolt Market, and (iii) be primary to any insurance or self-insurance maintained by Wolt Market, which shall be secondary and non-contributory.
12.5. The Vendor shall provide Wolt Market with a valid certificate of insurance upon request.
13. Miscellaneous
13.1. Wolt Market reserves the right to update these Wolt Market Vendor Terms and Conditions by notifying the Vendor accordingly with a thirty (30) days’ prior written notice. The changed Wolt Market Vendor Terms and Conditions shall not apply prior to their effective date, and the Vendor may terminate the Agreement prior to the effective date of the change by providing Wolt Market a written notice thereof. For the avoidance of doubt, any obligations of the Vendor relating to Products already sold or otherwise provided to Wolt Market prior to termination shall remain in full force and effect notwithstanding such termination.
13.2. The Parties may not transfer or assign the Agreement, or any rights and/or obligations arising out of the Agreement to a third party without the prior written consent of the other Party. The transfer of the Agreement, i.e., the assignment of claims made contrary to the above, will not produce legal effects.
13.3. The Buyer may assign this Agreement to any company that belongs to the same group of companies with the Buyer by providing a one (1) week’s prior notice thereof.
13.4. All amendments to the Agreement shall be made in writing (e.g., by email) and signed or otherwise accepted by authorized persons of the Parties.
13.5. If any provision of these Wolt Market Vendor Terms and Conditions is held invalid, the remainder of the terms and conditions shall not be affected thereby.
13.6. In case these Wolt Market Vendor Terms and Conditions are prepared in two languages, the English version shall prevail over any translation.
13.7. With respect to any subject matter not covered by these Wolt Market Vendor Terms and Conditions, the Applicable Laws of the country where the Buyer is located shall apply. The Agreement is governed by the Applicable Laws of the country where the Buyer is located. Any disputes arising out of the Agreement shall be resolved by the competent courts of said country.