Terms of Use

1. Commencement, Term, Renewal

This Terms of Use (“Terms”) sets out the terms on which each Vendor shall display, sell and market their goods and services on our website http://dinku.com.ng (“the Site”) and shall remain valid and binding on the Vendor for as long as it continues to trade on the Site. By agreeing to display, sell and market goods on the Site, every Vendor agrees to be bound by these Terms.

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.

5.10 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned hereinbefore in this Terms of Use.

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.

5.19 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this Terms of Use within 48 hours of getting a written notice from the Firm.

5.20 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Terms of Use.

6. Rights of Firm:

6.1 Vendor agrees and acknowledges that the Firm, at all times during the continuance of this Terms of Use, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Terms of Use of the Website. In such an event, the Firm reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.

6.2 Appropriate disclaimers and terms of use on the Website shall be placed by the Firm.

7. Indemnities

The Vendor indemnifies and shall hold indemnified the Firm, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Terms of Use or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc.

8. Limitation of Liability

8.1 The Firm on the basis of representation by the Vendor is marketing the products of the Vendor on the Website to enable Vendor to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the vendor that the Firm shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, customer or any other party whomsoever, arising on account of any transaction under this Terms of Use or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shopping portal www.dinku.com.ng (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Firm harmless and indemnified against all such claims and damages. Further the Firm shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

8.2 The Firm under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Terms of Use, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Vendor to have been deliberately caused by the Firm.

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:

9.3.1 In the event of termination of this Terms of Use, the Firm shall remove all links and shall discontinue display of the Products on the Website with immediate effect.

9.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this Terms of Use.

9.3.3 During the period under notice both the Parties shall be bound to perform their obligations incurred under this Terms of Use and this sub-clause shall survive the termination thereof.

10. Jurisdiction, governing law

This Terms of Use is governed by Nigerian law and subject to the exclusive jurisdiction of competent Courts of law in Nigeria.

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.

12. Confidentiality:

The contents of this Terms of Use and any information passed on by the Firm to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under pursuant to this Terms of Use. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations hereof. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Terms and/or disclosure of the Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.