VENDOR AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES

THIS XPElectric.com VENDOR BUSINESS E-CONTRACT CONTAINS THE TERMS AND CONDITIONS  THAT GOVERNS YOUR ACCESS TO AND USE OF xpelectric.com marketplace AND IS AN  AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND xpelectric.com BY  REGISTERING FOR OR USING THE SERVICES PROVIDED BY xpelectric.com, YOU AGREE TO BE  BOUND BY THE TERMS OF THIS CONTRACT AND OUR POLICIES.

 

RECITALS;

  1. XPElectric is a Limited Liability Company registered under the Companies and Allied Matters Act of 1990 and having its head office at Shop 47 Olusegun Obasanjo Block, .  (hereinafter also referred to as “XPElectric” or  “XPElectric.com”) of the one part.
  2. The Vendor is a company registered under the laws of the Federal Republic of Nigeria of the  other part.
  3. XPElectric is in the business of providing and facilitating ecommerce in Nigeria, with its online store www.xpelectric.com
  4. The Vendor is in the business of manufacturing, importing, distributing, retailing and provision  of services and intends to sell products and services on www.xpelectric.com platform and XPElectric agrees to allow the Vendor to use its website platform for this purpose on the terms and conditions contained herein below.
  5. The parties hereto have after mutual discussions have come to an agreement that the  products of the Vendor will be marketed by www.xpelectric.com on their online store.
  6. The Parties have thus agreed to enter this Agreement based on the terms and conditions  hereunder set out.

NOW THIS AGREEMENT WITNESSES AS UNDER

  • Commencement, Term, Renewal
  1. The initial term of this Agreement shall be one (1) year from the date of registration of the vendor,  Thereafter this Agreement will renew automatically for additional terms of one (1) year unless either  party shall give written notice at least 30 days prior to any such renewal that the Agreement shall not  so renew. Within the 30 days’ notice, the parties shall continue to comply with all the terms of this  agreement. In case of Force Majeure or of non-compliance with the agreements by the Vendor, the  contract may be terminated immediately.
  • Products Availability;
  1. The Vendor shall keep XPElectric.com informed at all times, about the availability of the products in its  inventory along with detailed specifications like size, colour, texture etc. as may be required of the  product. Order once placed on xpelectric.com by the customer shall have to be honoured by the Vendor at  all costs. The Vendor shall maintain a less than 1% out of stock rate.
  • Pricing, Fees and Commissions;
  1. The Vendor is responsible for setting the prices of its products published on XPElectric.com. The price must include taxes and abide by any pricing law in effect for the full duration of the listing and must ensure price parity between product published on xpelectric.com and same products the Vendor sells  elsewhere.
  2. XPElectric.com as such shall not charge any fee for providing the Vendor a marketplace Account on  xpelectric.com however, for all such sales that are made/generated using the xpelectric.com online store  www.xpelectric.com a commission shall be paid by the Vendor to xpelectric.com. The details of commissions to be paid is a flat rate of 7.5% across all categories and products.

It is expressly agreed by the parties hereto that xpelectric.com shall debit the amount of commission from  the remittance to Vendor after the fulfillment, delivery and acceptance by the end customer.

The parties will endeavor to perform reconciliation of accounts/orders every 90 days.

  • Order, Handling and Delivery.
  1. Orders for product shall be received using xpelectric.com platform and shall be forwarded to the Vendor  by xpelectric.com via the vendor account.
  2. The Vendor shall upon receipt of the order from xpelectric.com immediately arrange to deliver the  products to the xpelectric warehouse or the nearest xpelectric office within twenty four (24) hours of the receipt of the  Order.
  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 if available.
  4. XPElectric.com shall arrange to lift defective products from the end customer however any charges  incurred by xpelectric.com for lifting and forwarding such defective goods shall be on account of the Vendor.  The Vendor shall make good such charges to xpelectric.com upon receipt of invoice/debit note. No request  for any adjustment from future payables to the Vendor from xpelectric.com will be made, however xpelectric.com 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, miss sized product and any  other shortcoming which the customer may point out. The Vendor hereby authorizes xpelectric.com to  entertain all claims of return of the Product in the mutual interest of the Vendor as well as the  Customer.
  • Covenants of Vendor

The Vendor hereby covenants with xpelectric.com as under:

  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.
  2. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by xpelectric.com,  it shall notify xpelectric.com at least twenty-four (24) hours in advance so that notice of OUT OF STOCK  for the product can be placed on the website.
  3. 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 xpelectric.com, to the customer either along with the  products supplied or in any manner whatsoever.
  4. 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. The Vendor declares that it has all rights and authorizations in respect of intellectual property  rights of third parties and is authorized to sell/provide/license such products. The copy of such  authorization shall be provided on demand without failure and/or protest.
  6. The Vendor agrees to indemnify and keep indemnified xpelectric.com from all claims/losses (including  advocate fee for defending/prosecuting any case) that may arise against xpelectric.com due to acts/omission  on the part of the Vendor
  7. To provide to xpelectric.com, for the purpose of the creation/display on xpelectric.com online store, the product  description, images, disclaimer, delivery time lines, price and such other details for the products to be  displayed and offered for sale.
  8. 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 xpelectric.com online store. 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 xpelectric.com
  9. 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.
  10. To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in  respect of the products offered for sale through portal of xpelectric.com.
  11. At all times have access to the Internet and its email and seller center account to check the  status of approved orders and will ensure prompt deliveries within the time frame mentioned herein  before in the agreement.
  12. To raise an invoice as well as receipt of payment in the name of Customer for an amount  equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged  to the customer.
  13. Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous,  against the public policy, banned, unlawful and illegal or prohibited under the Nigerian law.
  14. To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products  that are offered for sale on the Online Store as and when demanded by xpelectric.com.
  15. To pass on the legal title, rights and ownership in the Products sold to the Customer.
  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 xpelectric.com.
  17. The Vendor shall at all time during the pendency of this agreement endeavor to protect and  promote the interests of xpelectric.com and ensure that third parties rights including intellectual property  rights are not infringed.
  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, Value Added Tax, NAFDAC Act, SON etc.,
  19. To provide to xpelectric.com copies of any document required by xpelectric.com for the purposes of  performance of its obligations under this agreement within 48 hours of getting a written notice from  xpelectric.com.
  20. To seek advance written approval from xpelectric.com, 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.
  1. Warranties, Representations and Undertakings of the Vendor

The Vendor warrants and represents that

  1. The signatory to the present agreement is having the right and full authority to enter into this  Agreement with xpelectric.com and the agreement so executed is binding in nature.
  2. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law  against Vendor.
  3. There are no proceedings pending against the Vendor, which may have a material adverse effect  on its ability to perform and meet the obligations under this Agreement;
  4. That it is an authorized business establishment and hold all the requisite permissions, authorities,  approvals and sanctions to conduct its business and to enter into present agreement with xpelectric.com.
  5. It shall, at all times ensure compliance with all the requirements applicable to its business and for  the purposes of this agreement including but not limited to Intellectual Property Rights, Value Added  Tax, NAFDAC act, SON, Excise and Import duties, etc. It further declares and confirms that it has paid and  shall continue to discharge all its obligations towards statutory authorities.
  6. That it has adequate rights under relevant laws including but not limited to various Intellectual  Property Legislation(s) to enter into this Agreement with xpelectric.com and perform the obligations  contained herein and that it has not violated/ infringed any intellectual property rights of any third  party.
  7. It shall maintain details of all transaction and mark as complete / incomplete as the case may be  and shall provide the same to xpelectric.com upon demand.
  • Rights of xpelectric.com:
  1. Vendor agrees and acknowledges that xpelectric.com, 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 xpelectric.com Online Store. In such an event, xpelectric.com reserves the right to forthwith  remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
  2. Appropriate disclaimers and terms of use on xpelectric.com Online Shopping portal shall be placed by  xpelectric.com.
  • Indemnity
  1. The Vendor indemnifies and shall hold indemnified xpelectric.com, 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 Agreement or arising out of the Vendor infringing any applicable laws,  regulations including but not limited to Intellectual Property Rights, Value Added Tax, Excise and  Import duties, etc . For the purpose of this clause reference to xpelectric.com shall also include the Mobile  Operators and such other agencies through which xpelectric.com shall make the Online Store available to  the Customers.
  2. This article shall survive the termination or expiration of this Agreement.
  • Limitation of Liability
  1. xpelectric.com on the basis of representation by the Vendor is marketing the products of the Vendor on  its Online Market Place to enable Vendor to offer its products for sale through the said Online Market  Place. This representation is the essence of the Contract. It is expressly agreed by the vendor that  xpelectric.com 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 Market Place (including but not limited to quality,  quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold  xpelectric.com harmless and indemnified against all such claims and damages. Further xpelectric.com shall not be  liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the  Vendor or any of its representatives.

9.2 XPElectric.com 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 Agreement, 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 xpelectric.com.

  • Termination and effects of Termination
  1. This Agreement may be terminated by xpelectric.com forthwith in the event
  2. Vendor fails to make payment of the sum demanded after it has been served a 48 hours  written notice;
  3. Vendor commits a material breach of any representation, obligations, covenant, warranty or  term of this agreement and the same is not cured within seven (7) days after written notice given by  xpelectric.com.
  4. If a Petition for insolvency is filed against the Vendor.
  5. 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 thirty (30) days. The agreement shall stand terminated after expiry of such period.

  1. Effect of Termination:
  2. In the event of termination/expiry of this Agreement, xpelectric.com shall remove the Links and shall  discontinue display of the Vendor’s products on its Online Market Place with immediate effect.
  3. XPElectric shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by  the Vendor by virtue of termination of this agreement.
  4. 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.
  • Jurisdiction, governing law and ex-parte Orders
  1. This agreement is subject to exclusive jurisdiction of competent Courts of law.
  2. The laws of Federal Republic of Nigeria, as are in force, shall be applicable to present  agreement.
  3. XPElectric.com 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 xpelectric.com by the Vendor, its representatives, associates or  assigns.
  4. Notices

12.1 All notices and other communication under this Agreement shall be in writing, in English  language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each  case to the addresses as set out at the beginning of this Agreement.

  • Intellectual Property Rights
    1. The Vendor expressly authorizes xpelectric.com 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 xpelectric.com may deem necessary. It is expressly agreed and clarified that,  except as specifically agreed in this Agreement, each Party shall retain all right, title and interest in  their respective trademarks and logos and that nothing contained in this Agreement, nor the use of  the trademark / logos on the publicity, advertising, promotional or other material in relation to the  services shall be construed as giving to any Party any right, title or interest of any nature whatsoever  to any of the other Party’s trademarks and / or logos.
  • Entire Agreement;
    1. This Agreement embodies the entire agreement and understanding of the Parties and  supersedes any and all other prior and contemporaneous agreements, correspondence,  arrangements and understandings (whether written or oral) between the Parties with respect to its  subject matter.
  • Assignment;
    1. Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-  contractible or conveyable by Vendor, either by operation of law or otherwise, without the express,  prior, written consent of xpelectric.com signed by an authorized representative of such Party. xpelectric.com is at  liberty to refuse such consent.
  • Confidentiality;
    1. The contents of the agreement and any information passed on by xpelectric.com 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 xpelectric.com 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. xpelectric.com shall also have the right to  pursue any other rights or remedies available at law or equity for such a breach.
  • Relationship of Parties
    1. Nothing in this Agreement will be construed as creating a relationship of partnership, joint  venture, agency or employment between the Parties. xpelectric.com shall not be responsible for the acts or  omissions of the Vendor and Vendor shall not represent xpelectric.com, neither has, any power or authority  to speak for, represent, bind or assume any obligation on behalf of xpelectric.com.
  • Waivers and Amendment
    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 authorized representative of the waiving Party.
  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.
  • Force Majeure
    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.

Join Our Newsletter

[mc4wp_form id="436"]

Follow us

Facebook-f Instagram Twitter Linkedin-in

Quick Links

About us

Make Money

Help

Payment Methods & Delivery Partners

All Categories