1. Commencement, Term, Renewal
2. Marketing Tools/Support, Products, Availability of products etc.
The Vendor will keep us informed at all times of the availability of the products in its inventory along with detailed specifications like size, color, texture etc. as may be required of the product. An Order, once placed on the website, by a Customer, shall be honored by the Vendor in accordance with these Terms.
3. Fee/Commissions etc.
3.1 The Firm will not charge any fee for providing space for display on the Website. However, all sales transacted using the Website shall attract a commission which shall be paid by the Vendor to the Firm. The details of commissions to be paid are specified in Schedule A to these Terms. The schedule can be amended to modify any rate of commission in respect of any product or category from time to time.
3.2 The Firm shall debit the amount of commission from the remittance to Vendor at the time of forwarding the payment received from the end customer. Remittances shall be made within 7 working days post sale or such other mutually agreed intervals PROVIDED that remittances shall not be made prior to the expiration of the returns period in accordance with our Returns Policy.
3.3 Reconciliation of accounts/orders shall be carried out based on mutually agreed intervals but in any event no later than every 30 days.
4. Order, Handling, Delivery etc.
4.1 Orders for the product shall be received using the Website and shall be forwarded to the Vendor by the Firm via email/Telephone/Fax/Courier or such other media acceptable to the Vendor and the Firm.
4.2 The Vendor shall upon receipt of the order from the Firm immediately arrange to deliver the products to the designated address as early as possible but in any case the dispatch shall be made within 24 HOURS of the receipt of the Order. Failure by the Vendor to honor an order following receipt of same shall be considered a breach of this Terms and be one of the grounds for discontinuing the display of Vendor’s goods on the Site. Where the Vendor is responsible for direct delivery to the customer, Vendor shall provide to the Firm the consignment number, details of courier/shipment agency immediately followed by proof of delivery.
4.3 The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. Where applicable, the necessary guarantee/warranty shall be provided by the Vendor to the Firm or the customer as the case may be.
4.4 The Vendor agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever.
4.5 The Firm may, at its discretion arrange to lift the defective products from the customer. However, the Vendor will still be liable to replace the defective product. Any charges incurred by the Firm for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Firm upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from Firm will be made. However, the Firm may, in its sole discretion, deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, fake or damaged product, mis-sized product and any other shortcoming which the customer may point out. The Vendor hereby authorizes the Firm to entertain all claims of return of the Product in accordance with the Firm’s Returns Policy.
5. Covenants of Vendor
The Vendor hereby covenants with the Firm:
5.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the firm at least 48 (forty eight) hours In advance so that notice of OUT OF STOCK for the product can be placed on the website.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.
5.4 The Vendor declares that it has all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sell/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
5.5 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor
5.6 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
5.7 To ensure not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm
5.8 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm.
5.11 Provide information about the Order Status including waybill Number on a daily basis where applicable.
5.12 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
5.13 Not to offer any Products for Sale on the Website, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under Nigerian law.
5.14 To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Website as and when demanded by the Firm.
5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer.
5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised against the Firm.
5.17 The Vendor shall at all time during the pendency of this Terms endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
5.18 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
6. Rights of Firm:
8. Limitation of Liability
9. Termination and effects of Termination
9.1 The right to sell on the Site may be terminated by the Firm forthwith in the event:
9.1.2 Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this term of Use and the same is not cured within 10 days after written notice given by the Firm.
9.1.3 If a Petition for insolvency is filed against the Vendor.
9.1.4 If the Vendor is in infringement of the third party rights including intellectual property rights.
9.3 Effect of Termination:
10. Jurisdiction, governing law
11. Intellectual Property Rights
The Vendor expressly authorises the Firm to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Firm may deem necessary.