Terms and conditions of use
VENDOR AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES
by using this website and our services, you agree
1. Commencement, Term, Renewal
1.1 The date of execution of this agreement shall be the date of my registration on wazobiaexpress.com website and the agreement shall remain valid and binding for a period of one year initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree.
2. Marketing Tools/Support, Products, Availability of products etc.
2.1 The Vendor will keep informed at all times the Firm about the availability of the products in its inventory along with detailed specifications like size, colour, texture etc. etc. as may be required of the product. Order once placed on the Firm by the customer shall have to be honoured by the Vendor at all costs.
3. Fee/Commissions etc
3.1 The firm as such shall charge a certain amount of fee depending on the membership level selected by the vendor for providing webspace/display of products on the website. More also, for all such sales that are made/generated using the website www.wazobiaexpress.com no commission shall be paid by the Vendor to the Firm.
3.2 The vendor shall request payout from the vendor dashboard when needed. The vendor also understands that handling charges shall be applied whenever applicable and wazobiaexpress.com has no influence on the charges by the payment processing company.
4. Order, Handling, Delivery etc.
4.1 Orders for the product shall be received using the website www.wazobiaexpress.com and shall be forwarded to the Vendor by the Firm via email/Telephone/Fax/Courier.
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 in any case the dispatch shall be made within 3(Three) days of the receipt of the Order. In case the Vendor fails to dispatch the product within the aforesaid time, it has to return feedback to the firm. No delay is permissible and any delay caused shall be considered as breach of the agreement and be one of the causes for termination of agreement. The 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. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
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 is at its liberty to 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, 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 the mutual interest of the Vendor as well as the Customer.
5. Covenants of Vendor
The Vendor hereby covenants with the Firm as under :
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 place a notice of OUT OF STOCK for the product 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 rights 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 sale/provide/licence 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 and 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 surrogatory 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 herein before in the agreement.
5.11 Provide information about the Order Status including Airway Bill Number on a daily basis.
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 Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Nigerian laws.
5.14 To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store 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 on the Firm.
5.17 The Vendor shall at all time during the pendency of this agreement 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 agreement 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 Agreement.
6. Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that
6.1 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the Firm upon demand.
7) Rights of Firm:
7.1 Vendor agrees and acknowledges that the Firm, 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 the Website. In such an event, the Firm reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
8.1 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 Vendors product, the breach of any of the Vendors 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 Firm shall also include the Mobile Operators and such other agencies through whom the Firm shall make the Online Store available to the Customers.
8.2 This article shall survive the termination or expiration of this Agreement.
9 Limitation of Liability
9.1 The Firm on the basis of representation by the Vendor is marketing the products of the Vendor on the shopping portal wazobiaexpress.com to enable Vendor to offer the 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 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. 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 wazobiaexpress.com (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.
10 Termination and effects of Termination
10.1 This Agreement may be terminated by the Firm forthwith in the event
10.1.1 Vendor fails to make payment of the sum demanded after it has been served a 48 hours written notice;
10.1.2 Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30
days after written notice given by the Firm.
10.1.3 If a Petition for insolvency is filed against the Vendor.
10.1.4 If the Vendor is in infringement of the third party rights including intellectual property rights.
10.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
10.3 Effect of Termination:
10.3.1 In the event of termination/expiry of this Agreement, the Firm shall remove the Links and shall discontinue display of the Products on online shopping portal wazobiaexpress.com with immediate effect.
10.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
10.3.3 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.
11. Jurisdiction, governing law and ex-parte Orders
11.1 This agreement is subject to exclusive jurisdiction of competent Courts of law in Nigeria ony.
11.2 The laws of the Federal Republic of Nigeria, as are in force, shall be applicable to present agreement.
11.3 The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the Vendor, its representatives, associates or assigns.
15.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent.
16.1 The contents of the agreement 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 this Agreement. 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 under this Agreement. 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 Agreement 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.