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Vendor Agreement | Naija Own

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Vendor Agreement

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Naijaown.ng

Terms and Conditions

MEISTER HILLS LIMITED, a Limited Liability Company of Suites 7, 3rd Floor, Noble Plaza, Garki, Area 10, Abuja (Hereinafter referred to as the Company) which expression shall where the context so admits include its agents, successors-in-title, representatives and assigns of the one part;

WHEREAS:

  1. The Company is a Limited Liability Company duly registered with the Corporate Affairs Commission to among other things carry on and operate E-Commerce business.
  2. The Company in actualization of the above objective established and owns “Naijaown.ng” an e-commerce shopping website/online platform located at the following URL: http://www.naijaown.ng (hereinafter referred to as the “Naijaown”) which provides Vendors an online platform/store to display, advertise, market and sell their different products to willing customers who access and browse through Naijaown to shop for products.
  3. The Company also has many registered users to whom Company offer various services.
  4. Vendor is desirous of setting up an online store on Naijaown Shopping Website and has offered to sell its products through the Company’s online store Naijaown, and hereby makes that offer to the Company.
  5. Company accepts the Vendor’s offer and hereby agrees to create the said online store for the Vendor.
  6. The above referred Vendor and Company are hereinafter collectively referred to as “Parties” and individually as “Party”
  7. Both parties have jointly agreed to transact with each other under the terms and conditions stipulated in this agreement.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS:

Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

  1. “Company” shall mean Naijaown.
    1. “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.
    1. “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, if any.
    1. “Effective Date” shall mean the date on which this Agreement is executed.
    1. “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
    1. “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
    1. “Online Store” shall mean a virtual electronic store created on the Naijaown Shopping online portal for sale of the Vendor’s Products either through web site of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the Product of the Vendor.
    1. “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
    1. “Products” shall mean merchandise items of the Vendor put up for sale on the Online Store by the Vendor.
    1. “Price” means the sale price of a product inclusive of delivery charges and applicable taxes.
    1. “Naijaown” means an online platform owned and operated by the Company that facilitates the shopping transaction between the Vendor and the Customer.
    1. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
    1. “Shipment Cost” shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.
    1. “Sign-up Fees or Percentage” shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store.
    1. “Service charge” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on online store.

MODE OF OPERATION

  • The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, customer support, logistics services (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being effected through the Online Store created on the Naijaown website of the Company.
    • Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said Online Store, subject to the terms and conditions hereinafter containingned. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Naijaown.ng (incorporated in this agreement by way of reference and forms part of this Agreement) along with this Agreement.

Consideration and Payment Terms

  • Vendor shall either make the payment percentage or fees depending on what works for them for the creation of Online Store at the time of execution of this Agreement. The service tax if any shall be charged by the Company, at the applicable rates.
    • The said Online store shall be displayed on the Naijaown.ng website during the subsistence of this Agreement.
    • The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at 5% per transaction (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges. Any amount to be paid to the Vendor by the Company shall be paid net of reversals.
    • In the event any order is reversed due to “Damaged product”, or “Quality Issue”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product (up to a maximum limit of 30% of the given product) and the said charges will be deducted from the amount due and payable to Vendor.
    • Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:
      • Vendor shall prepare a consolidated advice list of all orders delivered to the Company, 4 times in a month for every 7 days.
      • The Company shall within 7 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques/Demand draft favouring the Vendor on line transfers.
    • The Company shall deduct charges as specified and agreed with the Vendor from the total amount collected as Price for the orders received by the customer through online store.

Obligations of the Vendor

The Vendor shall:

  • Through the interface provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, price and such other details for the products to be displayed and offered for sale through the said online store.
    • Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
    • Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
    • Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
    • At all times have access to the Internet and its email account to check the status of approved orders,
    • In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.
    • In the event the products are not accepted by the Customer due to any wrong/damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
    • The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Nigeria laws.
    • The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
    • The Vendor shall pass on the legal title, rights and ownership of the Products uploaded for sale on the Online Store.
    • The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
    • The Vendor shall at all times be responsible for compliance with 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.

Warranties, Representations and Undertakings of the Vendor

The Vendor warrants and represents that

  • It/he has the right and full authority to enter into this Agreement with the Company.
    • All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
    • There are no legal proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
    • That it/he is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
    • That it/he has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/infringed any intellectual property rights of any third party. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
    • Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
    • Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
    • Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.

Rights of the Company:

  • Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, 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 Agreement, terms and conditions of Naijaown Website. In such an event, the Company reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
    • Company reserves the right to provide and display appropriate disclaimers and terms of use on Naijaown Shopping portal.
    • At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Naijaown Shopping, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal/statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the end user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/Statutory Authorities or under a Court order.

Indemnity

  • The Vendor indemnifies and shall hold indemnified the Company, its directors, 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 Agreement 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. For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
    • The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
    • This article shall survive the termination or expiration of this Agreement.

Company not Liable

  • The Company on the basis of representation by the Vendor has created the online store of the Vendor on Naijaown Shopping portal to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.
    • The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement 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.
    • Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
    • Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
    • The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/online store.

Term, Termination and effects of Termination

  • Term: The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 3, 6 or 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
  • This Agreement may be terminated by the Company in the event:
    • Vendor fails to make payment of the agreed amount, by giving 48 hours written notice.
    • Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
    • If a Petition for insolvency is filed against the Vendor.
    • If the Vendor is in infringement of the third party rights including intellectual property rights.
    • This Agreement may be terminated by either party giving the other 30 days written notice.

9.3.      Effect of Termination:

9.3.1    In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect.

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

9.3.3    During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

Entire Agreement

10.1     This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

Assignment

11.1     Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.

NAFDAC Approval

12.1     All consumables must be NAFDAC approved for authentication of products and quality control measures.

Limitation of liability

13.1     Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party 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 aggrieved party to have been deliberately caused by the other party.

Relationship of Parties

14.1     Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

Waiver and Amendment

15.1     No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.

15.2     Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

Dispute Resolution

16.1     In the event of any dispute arising between the parties in the course of enforcing this agreement, parties shall first have recourse to mediation as a means of resolving the dispute.

16.2     Any dissatisfied party could approach a court of competent jurisdiction to seek redress.

16.3     Parties shall jointly bear the cost of mediation in equal proportion, but each party shall bear his own cost of litigation in the event that one party is dissatisfied with the outcome of mediation and seeks further redress in court.

Force Majeure

17.1     Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

COMMISSION ON NAIJAOWN

As a vendor, you will only pay the commissions on each item you sell on Naijaown. The commission depends on the category of your item. The commissions thus far:

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