Terms and Conditions (Vendor)

VENDORS AGREEMENT

 

This Afrique Agencies Vendors agreement is made and entered into on                           _2020, between AFRIQUE CANA EXPO AGENCIES, A Limited  Liability Company  Incorporated  under the Companies Act of the republic of Kenya,  having its registered  Office At Standard  Street Building  Nairobi Through Mr/Mrs

                                                                                                                                                             a duly

authorized  representative (herein referred  to as “Afrique Agencies” which expression include its successors and assigns) of the first part.

 

AND

 

                                                                                                         a Limited Liability Company Incorporated  under the companies act of the aforementioned Republic, having its registered office at                                                 Floor                                          along                               road and of P.O Box                                                                          and of Pin Number

                                                          Through Mr/Mrs/Miss

        its duly authorized representative ( hereinafter referred to as ( vendor) which expression includes its successors and assigns) of the second part

 

WHEREAS Afrique Agencies is the owner of an E commerce platform located at the following

URL:Afrique Agencies.com

 

As Afrique Agencies, we are in various products and services that are primarily

originate from Africa continent. This product and services herein  are African designed and created in nature. They depicts, reflects and resemble Africa   in their natural  and

polished nature. The said products are either made, created, produced or manufacture in Africa

(ie) its “ all an African  affair”

 

Now, as an online  sales and marketing  company , our role is to market, package and distribute this products  either locally or internationally using electronic  medium more particularly through  e commerce dominion and wherein  there are many registered  users to whom  company offer services .

 

The vendor deserving  to set up an online store in Afrique Agencies platform and has offered to sell  its product  through  the said online  platform is subject to the following terms and conditions.

The above  vendor  and Afrique Agencies are hereinafter collectively  referred  to as “parties”

and as an individual as “ party” and  not as  partners.

 

COMMENCEMENT , TERMS AND RENEWAL

 

The date of execution of this agreement shall be  deemed as the commencement date and the agreement shall remain  valid  and biding for a period  for 1 year initially   and can be renewed on mutually agreed terms and conditions. All renewals of the agreement shall be expressed

in English and  writing . No oral agreement shall be binding  on either of the party.

 

MARKETING AND AVAILABILITY OF PRODUCTS

 

The vendor will keep  Afrique Agencies informed  at all times about the availability  of the products  in the inventory along with detailed  specifications like size, color, texture etc, as

may be required  in product list . Orders once place on Afrique Agencies by the client shall be

honoured by the vendor at all cost.

 

COMMISSIONS

 

For all the sales  made or generated  using Afrique Agencies platform, a commission  shall be paid by the vendor  to Afrique Agencies.Afrique  Agencies founder has from the beginning expressly  desired for vendors to pay 10%  commission on  products been displayed ,advertised

, marketed or sold in companies websited platform. This  commission is strictly  for products marketed or advertised  in our online E commerce  platform. This  commission  is strictly  for products  marketed  or advertised  in our online e commerce platform. About the products that the company procure, package and delivers  to clients either locally or internationally the founder   had expressly  desired  for  vendors  to pay 20%  commission.  This commission  is for

marketing, advertising, packaging and delivering to clients.

 

PAYMENTS

 

To ensure  that there is trust between the vendor and client, Afrique Agencies  at  its sole discretion  had  expressly that all payments including delivery fee must be  deposited  into the

company  E wallet or bank A/C

 

After  delivery of products or services to the  client, then  the company  shall debit the amount of commission  from the remittance  to the vendor  at the time of settlement

 

Literally, this means that company will settle  the vendor after he/she has delivered  the goods or service  to the clients.  It also means the company will debit the vendors  A/C after deducting its share  of commission from the vendor’s  gross sales. This actually means all payment should be  made using e payment  methods displayed  in companies website  to avoid  fraud and distrust between  the vendor and the client.

 

No cash is accepted during delivery of goods and services. Only digital meance of payment is accepted  in our E-commerce platform. This  will automatically build  trust between   vendors and clients as each one will receive its reward according  to service rendered. No one will feel cheated, conned or manipulated  as they transact business of the day in our e – commerce platform.

 

RISK OF LOSS

 

Where  the vendor  needs to deliver the goods to the clients  either through shipping, truck  to a plane,  to the client only when the vendor  completes its delivery obligation. This means the risk of loss will shift to the buyer. Only when  the client never receive the goods, then the vendor still comes  the risk of loss.

 

ORDERS AND DELIVERY OF GOODS

 

Orders made by the client shall be reflected  in the vendors backend and the vendor shall follow  the Afrique Agencies operation guidelines. Vendors backend  means all the information required  to operate the online store including information  about the vendor  supplied  in accordance  with this  agreement and the provided  form.

 

As Afrique Agencies, our mode of doing business  is only “drop shipping” kind of business. As a company , we do not own any kind of warehouse for storing vendors  goods, all vendors  store their own good  at their  own  warehouses or stores. As an online (E Commerce) platform, ours

is to  advertise, market, sell and distribute goods to client.  The power of storing goods in safe

and good conditions rest on the vendor.

 

For this reason, the vendor should ensure to follow measures when doing business with Afrique

Agencies.

 

The vendor should ensure that the goods delivered  to clients are in good conditions. If the client  found the vendor  should replace the defective  goods supplied to the client. Afrique Agencies should not be held responsible for any product found defective in any manner whatsoever.

 

Afrique Agencies  may at its discretion arrange to lift  the defective products  from the client, however  the vendor will still be liable to replace  the defective  goods. Any charges  incurred by  Afrique Agencies  for lifting and forwarding such defective goods shall be on account of the vendor. For avoidance of doubts  it is clarified  that defective goods  would  means and include  but not limited to wrong product, damaged  product, wrongly  sized  product  and any other shortcoming  which the customer may point out.

 

The vendor hereby authorizes Afrique Agencies to entertain  all claims of return of the product in the mutual   interact of the client as well as the customer

 

Under  circumstance  where the seller delegates or instruct  Afrique Agencies team  to operate the vendors backend on their behalf, the vendor hereby  authorizes  the Afrique Agencies

team and gives them  the full right  to manage the vendors backend and the vendor guarantees

that all the  required  information  such as  stock level,  campaign offer, product   content etc. will be given  in due time for  Afrique Agencies team to configure in seller backend. Afrique Agencies  team will   not bear any responsibility arising out of wrong  information given resulting to loss or liabilities to any party.

 

The vendor shall ensure  that the products or good dispatched are of th e specification ordered and there is no  variation  whatsoever. The necessary guarantee shall be provided by the vendor to  the client

VENDORS COVENANT

The vendor hereby make covenant with Afrique Agencies as follows;

• Incase the vendor is running out of suppliers  or is likely not to fulfill   the order received  by the  Afrique Agencies   or clients. It shall update in the vendors  backend one day in advance to avoid  any hindrance  to delivery
• The vendor should not in any  case send  any kind of promotion  material or a material which  is derogatory to or adverse to the interests  financial of  Afrique Agencies to the client either along with the  product  supplied or in any manner whatsoever.

• The vendor  should  not deal  with a product/good/service which are either banned/prohibited by law or violates any of the intellectual property  right of any party in respect of such product or goods

• The vendor shall declares that it has all rights and authorization in respect of intellectual   property rights of third  parties and  is authorized  to sale/provide/license such products to the client. The copy of such authorization shall be provided on demand without failure or protest

• The vendor shall agrees to indemnify and keep indemnified Afrique Agencies from all claims/losses ( including  advocate  fee for defending/prosecuting any case) that may arise  against Afrique Agencies due to acts or omission  on the parts of their vendor.

• The vendor should provide Afrique Agencies, the product description, images, disclaimer, delivery  time lines, price and such other details for the products to be displayed and offered  for sale in Afrique Agencies online platform

• The vendor should not provide any description/image/text/graphic which is unlawful, illegal, intimating, 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 copyrights of any third party or of inaccurate,  false, incorrect misleading description or is surrogate in nature. Further  it will forward the product description  and image only for the product  which is offered  for sale through the platform.
• The vendor should agrees that incase there is violation of this covenant, it shall do and cause to be done all  such acts  as are necessary  to Afrique Agencies
• The vendor should provide full correct, accurate and true description of the product so as to enable  the client to make an informed  decision. The vendor  agrees not to provide  any such description / information regarding the product which amounts to misrepresentation to the client.
• The vendor will be solely responsible for the quality , merchantability . guarantee, narratives in respect of the products offered for sale through  Afrique Agencies platform.
• The vendor should 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
• The vendor will solely responsible for any dispute that may be raised   by the client relating to the good and services  provided  by the vendor. No  claim of whatsoever nature  will be raised towards Afrique Agencies

• The vendor shall at all times be responsible  for compliance   of all applicable laws and regulations including  but not limited  to intellectual  propriety rights,  value added tax, standards of weights and measures legislation, sales of goods,  act, excuse and export duties, consumer protection laws, code of advertising ethnics and any other applicable Kenyan law etc.

• Under no circumstances will the vendor contact client to discuss  transaction and other communication out of Afrique Agencies platform
• The vendor will provide Afrique Agencies copies of any doment required by Afrique Agencies for the purposes of performance  of its obligations under this agreement within 48 hours of getting a written notice.

Vendors warranties and representations

The vendors warrantees  and representations are as follows

• That the vendor is the signatory to the present  agreement and has  the rights  and full authority  to enter  into this agreement  and has the rights and full authority  to enter into this agreement with Afrique Agencies  and the agreement to execution is binding in nature.
• That all obligation narrated under this agreement are legal, valid, binding and enforceable in law against the vendor.

• That there are no proceedings pending against the vendor which may have a material adverse  effect  on its ability to perform and meet the obligation under this agreement.
• That it is an authorized business  establishment and held all the requisite permissions,

authorities, approvals and sanctions to conduct its business  and to enter into present agreement with Afrique Agencies

• That it shall at all times  ensure  compliance  with all the requirements applicable  to its business and for the purpose of this agreement  including but not limited to intellectual  property  rights,  value added tax, excise and export duties and all  other relevant laws. Its further declares and  confirm   that it has paid shall continue to discharge  all  its obligations towards  statutory authorities

• That it has adequate rights under relevant  laws including  but not limited to various intellectual property  legislations to enter into this agreement with the form and perform  the obligations contained herein  and that it has not violated/ infringed  any intellectual property rights of any  third party.

• That  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.

RIGHTS OF AFRIQUE AGENCIES

The vendor agrees  and acknowledge  that Afrique Agencies at all times during the continuance of this  agreement shall have the right  to remove/ block /delete any text, graphic, images uploaded on the online store by the vendor  without any prior  intimidations to  the vendor  in the event the said  the vendor in the event the said text, image, graphic is found  to be in violation of law, breach of any of the terms  and conditions on its online platform. In such  an event, to forthwith remove/close  the online prior  intimidation  or liability to the vendor.

Appropriate disclaimers and terms of use on the Afrique Agencies  shopping platform shall be placed by the Afrique Agencies

At anytime if Afrique Agencies believes that the services   are being utilized by the vendor or its  customer  in contravention of terms and provisions of its  sole discretion  or upon  the receipt of a request  from the legal/  statutory authorities or a court order to discontinue / terminate the said  services to customer or the end services to customer or the end  user as the case may be, forthwith  remove/block/close  the online store of the vend for  and furnish such details  about the vendor or its customers upon a request received from the legal / statutory authority or under a court order

TERMINATION  OF THE AGREEMENT

This agreement  may be  terminated  by Afrique Agencies forthwith  in the event that

• The vendor commits a material breach of any Afrique Agencies policy and guideline, 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.
• If a petition  for insolvency is filed  against the vendor or if the vendor is in infringement of the third – party  rights including intellectual property rights

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.

EFFECTS OF TERMINATION

In  the event of termination or expiry of this agreement, Afrique Agencies  shall remove  the links and shall discontinue display of the products on its online shopping platform with immediate effect.

Afrique Agencies   shall not be liable for any loss  or damage ( direct, indirect or inconsequential) incurred by the vendor by virtue of termination of this agreement

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

JURISDICTION AND GOVERNING LAW

This agreement is subject to exclusive jurisdiction of competent courts of laws  of Kenya only. The laws of republic of Kenya, as are in  force, shall be applicable  to present agreement. Afrique Agencies  is entitled  to obtain exparte ad- interim injuction 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 Afrique Agencies by the vendor, its representative  associated ort assigns.

NOTICES

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 email or courier in each case to the addresses as set  out at the beginning of this agreement

Intellectual property rights

The vendor expressly  authorizes  Afrique Agencies to use its trade marks/ copy rights/designs/ logos and other intellectual property owned or licenced by it for the purpose  of reproductions on the platform and at such  other places as Afrique Agencies may deem  necessary. It is expressly  agreed and clarified  that, except as specified  agreed in this agreement, each party shall retain  all rights,  title and interest  in their respective trademarks  and logos and that nothing contained in this agreement, nor the use of the trademark/ logos in the publicity, adverting , 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 logos.

ENITIRE AGREEMENT

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  to its  subject   matter.

The applies  to the shop opening agreement, where  there is a conflict between the letter and this agreement, this agreement will prevail.

ASSIGNMENT

Neither this agreement nor any part of it  is assignable , transferable, sub licensable or conveyable by vendor,  either by operation or law or otherwise, without the express, prior, written consent of Afrique Agencies signed by an authorized  representative  of such  party, Afrique Agencies is at liberty to refuse such consent.

CONFIDENTIALITY OF THE AGREEMENT

The contents of the agreement and any information passed on by Afrique Agencies  to the vendor is highly confidential in nature and the vendor agrees and u ndertakes  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, servant, representatives or any person acting through or claiming through vendor for any purpose other than  for the  performance  of its obligation under this agreement.  The vendor agrees  that the unauthorized  disclosure or use of  such information harm and significant  injury , the degree of which may be difficult to ascertain.

Accordingly, vendor agrees that Afrique Agencies shall have the rights to obtain an immediate injuction from any court of law insuring breach  of this agreement or disclosure of the confidential  information. The firm  shall also have  the right to pursue   any other   rights or remedies available at low or equity for such a breach.

RELATIONSHIP OF PARTIES

Nothing  in this agreement will be construed as creating a relationship of partnership  joint venture, or employment between the parties. Afrique Agencies  shall not be responsible for the acts or  omission of the vendor and the vendor shall not represent  Afrique Agencies neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of Afrique Agencies

TWO ORIGINAL AGREEMENTS

This agreement may be executed in two ( 2) counterparts, one to remain with each  party and each  of which shall  be deemed an original and which shall together constitute one agreement

PART THREE

As a vendor you are allowed to sell any good/products that are permitted for trade under the law. More  specifically we promote the sale and display of ; all unique African  products. These are  products  that are  made, designed , produced or manufacture in African  continent. We also market and advertise  African brands that depicts, reflect or resemble  Africa in   its true nature of “africanisation”

Vendors are also  allowed  to sell good/ products at their own reasonable price, we can duly advice on the matter  but you maintain the final say.

PART FOUR

As a vendor when personally uploading your good/ products or handing out the task  to a content  uploader  you will provide all necessary  information  about the items to be uploaded (ie)

• Brand  of the item where applicable
• Name of the item
• Size or  capacity of the item
• Color  of the item
• Material of the item
• If it comes in a set indicate the number of pieces
• Weight  of the item
• A mount of stock  available
• A description of the item
• A few  important highlights about items in point from for a short description

AFRIQUE AGENCIES: AUTHORISED REP NAME…………………………………………………………………………………………………………………………………. TITLE…………………………………………………………………………………………………………………………………. SIGNATURE…………………………………………………………………………………………………………………………………. DATE ………………………………………………………………………………………………………………………………….

 

VENDOR : AUTHORISED REP NAME…………………………………………………………………………………………………………………………………. TITLE…………………………………………………………………………………………………………………………………. SIGNATURE…………………………………………………………………………………………………………………………………. DATE ………………………………………………………………………………………………………………………………….