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Vendor’s Terms and Conditions
These Terms & Conditions (“Terms”)form part of the Vendor Agreement (“Vendor Agreement”) entered into betweenJ3smart Onlinestore, a company incorporated under the Companies Act, having itsregistered office at Unit 8, Ground Floor, Spg 633, Bangunan Na’asihah Noralam,Kg Beribi Gadong, BE 1518, ("Company") and you, the Vendor("Vendor"). The Terms are incorporated in the Vendor Agreement by wayof reference and constitutes part of the binding Vendor Agreement executedbetween the Company and the Vendor.
1. Background:
The domain name www.j3smart.com (hereinafter referred to as “Portal/Website")is owned by the Company and operates as an online e-commerce marketplace forthe display, advertising and sale of lifestyle products by various vendors tothe end customers (“Customers”) and provides related services to thevendors and to the Customers / users of the Portal on behalf of the vendors (asthe vendor’s service provider). The Company shall act as Vendor’s serviceprovider for providing various services in relation to the sale of its Productsas agreed under the Vendor Agreement (“Products”), and the use of thePortal for enabling promotion / advertisement of the its Products (“Services”).
2. Products:
a. The Vendor shall offer its Products to the Company for thepurpose of sale by the Vendor on the Portal. Based on market analysis conductedby the Company, the Company may make recommendations to the Vendor from time totime on the specific Products and the quantities thereof, from the entirerange/collection that are to be displayed, advertised and offered for sale bythe Vendor through the Portal. The Vendor shall make its final decision on theProducts and their quantities to be displayed on the Portal on the basis ofsuch recommendations. Notwithstanding the foregoing, the Company has the rightto refuse to display, or withdraw from the Portal, any Product for sale on thePortal.
b. The Vendor shall exclusively offer for display, advertising and salecertain Products, as specifically agreed in the Vendor Agreement, through thePortal only (“Specified Product Lines”). The Vendor shall not, inrespect of the Specified Product Lines, seek, accept from or appoint any otherentity to provide any services similar to the Services without first obtainingthe prior written approval of the Company.
c. The Products offered for sale by the Vendor are eithermanufactured by the Vendor or are sourced/ purchased by the Vendor from thirdparty suppliers/manufacturers (“Suppliers”). In the event the Vendorpurchases the Products from the Supplier, the Vendor has furnished a noobjection certificate from the owner/manufacturer of the Products in the formatprovided by the Company and annexed to the Vendor Agreement.
3. Services to be provided by the Company
As part and parcel of the Services, theCompany shall carry out the following functions for and on behalf of the Vendorfor consideration as agreed under the Vendor Agreement.
a. Facilitation of Sale of Productsthrough the Portal:
i. The Vendor authorizes the Company to,on behalf of the Vendor, provide to Customers / users of the Portal:
(a). Information and assistance inrelation to the listed Products and sales thereof,
(b). Information in relation to status ofthe order placed by Customers, and
(c). Operating a customer helpdesk forother inquiries in relation to Products and orders, customer complaints andgrievances.
ii. The Vendor agrees and undertakes tofully co-operate with the Company as reasonably required, in connection withany customer-service functions undertaken by the Company. Such services can beprovided by the Vendor either on its own or through the Suppliers, as the casemay be.
iii. The Vendor authorizes the Company toplace;
(a). adescription of the Vendor (including but not limited to description ofSuppliers, where so directed by the Vendor) and
(b).description of each of its Products (including but not limited to the technicaldescription of the Products, brand name of the Product, the price of theProduct and any applicable warranty terms) on the Portal.
(c). Vendor rating based on vendorperformance and customer reviews.
iv. The Vendor authorizes andacknowledges that the Company shall offer end of season sale discounts on thePortal twice a year i.e. for the period 11/11, 12/12, Eid fitr, valentine’sday, CNY special promo each year. Such discounts shall be borne by the Partiesin the manner agreed in the Vendor Agreement.
v. The Vendor authorizes the Company tooffer certain discounts during the year wherein the discount % and sharingratio shall be decided mutually between the Vendor and the Company from time totime.
b. Advertising
i. The Company shall advertise / display,on behalf of the Vendor, the Products on the Portal based on the preferenceopted for by the Vendor in the Vendor Agreement.
ii. The costs of such advertisement shallbe borne by the Vendor as mutually agreed between the Company and the Vendor asper terms of the Vendor Agreement.
iii. The Company shall inform the Vendorof the date(s) that have been assigned for the shoot of the Products inrelation to display of the Products on the Portal and the advertisements. Itshall be the obligation of the Vendor to provide pictures before start sellingfor display on the portal at least 10 (ten) calendar days in advance.
c. Quality and Quantity Assurance:
Prior to the advertising of a Product onthe Website, the Company shall carry out a quality assessment of the products providedby the Vendor on the relevant quality parameters prescribed by the Vendor (“QualityParameters”).
ii. Where sample Products do not satisfythe Quality Parameters, the Company shall inform the Vendor as soon as possibleand the Vendor shall thereafter replace, repair or improve or upgrade all therelevant Products so as to make them comply with the Quality Parameters. TheVendor shall thereafter provide fresh sample Products to the Company out ofsuch replaced, repaired or improved or upgraded Products and the process ofassessing the quality thereof shall be carried out again.
iii. Where the Products are sourced bythe Vendor from Suppliers, the Vendor shall ensure that such Supplier repairsor improves or upgrades or replaces all the relevant Products so as to makethem comply with the Quality Parameters. Such repaired or improved or upgradedor replaced Products shall also be subject to assessment based on the QualityParameters.
iv. Prior to the Product(s) beingdisplayed / advertised on the Portal, the Vendor shall, within 2 (two) businessdays, ensure the availability of the Products (the samples of which havesatisfied the Quality Parameters as stated above) for servicing customerorders, and provide the stock summary to be uploaded on the site (“Stock Statement”).
v. Further provided that in the eventthat due to any reason the Product(s) in respect of which the Stock Statementhas been furnished become unavailable in the stated quantities, the Vendorshall immediately, from such Product(s) or stated quantities thereof becomingunavailable, update the inventory on site.
vi. In case, the Product is being shot bythe Company and thereafter, the Vendor is unable to make the Product availablefor display and delivery through the Portal for at-least a period of 30(thirty) days, the Vendor shall be liable to pay INR 500 as photography costper Product.
d. Ordering, Packaging and Delivery:
i. The Portal will enable Customers to place orders for theProduct(s) they wish to purchase on the Website.
ii. Upon receiving the confirmation of the order by the Customer,the Company will update the details of the confirmation of the order on theinternal portal which the Company shall maintain for the Vendor.
iii. The Vendor hereby irrevocably confirms that upon receiving theconfirmation of the order by the Customer in respect of any Product, theCompany shall be entitled to, and be deemed to have been authorized by theVendor, to collect directly or through its nominees or third-party serviceproviders, the relevant Product(s) from the Vendor for the purposes ofdelivering to the Customer on behalf the Vendor, within 24 hours of theconfirmed order being received on the Portal. The Vendor will use packingmaterial mutually agreed with the Company to package the Product and keep itready for collection. The materials and collaterals to be used for outermostpackage layer shall be provided by the Company.
iv. The Vendor shall ensure to provide all relevant authorisationsin favour of the Company to facilitate aforesaid collection of the relevantProducts from the Vendor.
v. Before arranging the delivery of the relevant Products to theCustomer on behalf of the Vendor as a service provider, the Company may verify,on behalf of the Vendor as a service provider, the consignment against theconfirmed order placed by the relevant Customer, and such other QualityParameters as may be reasonably required or specifically instructed.
vi. For the avoidance of doubt, it is hereby clarified and theParties agree that by carrying out the quality assessment exercise on behalf ofthe Vendor of the Products envisaged as above, the Company is not assuming anyliability or responsibility for such exercise or arising in connectiontherewith.
vii. The Company shall take all commercially reasonable steps tokeep the Customer informed of any delays which may take place in the deliveryof any Product.
e. Invoicing and Collection and Payments:
i. The Vendor will generate, print and issue an invoice for thepurchased Product to the Customers from the Vendor portal provided by theCompany
ii. The Companyshall collect the payments from the Customers on behalf of the Vendor as itsservice provider.
4. Payment Terms:
a. The Customers shall be given the choice to make payments for thepurchase of the Product by way of online payments, cash on delivery or anyother legal methods of payment as may be available on the Portal from time totime.
b. The Company shall generate and provide to the Vendor fortnightlyreports of the Products that are being delivered which reports shall containdetails of the orders placed, the sale amounts invoiced, sales not deliveredand hence RTO (return to origin) and any returns by the Customer as per theR&R (Refund Z& Return) Policy (as defined below) (“Reports”).
c. It is hereby clarified that Company shall not be required toprovide any other information (including any confidential information or anyinformation about the Customers) to the Vendor vide such Reports or otherwiseand any such information shall be the proprietary information of the Company.
d. The payment of sale proceeds of the Products by the Company tothe Vendor shall be on a fortnightly basis. At the expiry of every twenty (20)calendar days from a fortnight (each a “relevant fortnight”), theCompany shall remit to the Vendor the sale proceeds of the Products which havebeen duly delivered to the Customers during a relevant fortnight afterdeducting there from (i) the Company’s Margin on the Products sold anddelivered to the Customers as agreed in the Vendor Agreement ("Margin”);(ii) any other costs incurred by the Company in relation to provision of otherServices, as agreed under the Vendor Agreement (including without limitationthe shipping charges, COD charges, advertisement costs etc.); (iii) anyadjustments for any RTO and returns received from the Customers within three(3) months from the date of delivery of Products to a Customer; and (iv) allother amounts due and payable by the Vendor to the Company on accordance withthese Terms & Conditions and/or the Vendor Agreement.
5. Return & Refund:
a. The Company has a Return and Refund Policy (“R&R Policy”)which is applicable to the sale of Products through the Portal.
b. The Vendor has been provided a copy of the R&R Policy or hasbeen given access to the R&R Policy and the Vendor hereby confirms that theterms of the R&R Policy are acceptable to the Vendor.
c. The Company shall prominently display the R&R Policy on thePortal so that the Customers are aware of the R&R Policy.
d. If a Customer is entitled to a return or refund for any Productin accordance with the R&R Policy, the Company shall makesuch return or refund solely on behalf of the Vendor as per the R&RPolicy and adjust the amount so paid to such Customer from any amountspayable by the Company to the Vendor. The Vendor hereby agrees that suchadjustments can be made from the amounts payable by the Company to the Vendor up to a period of 2(two) months from the date of delivery of Products to the Customer.
6. License to Make Use of IntellectualProperty:
a. The Vendor hereby grants to theCompany for the Term a royalty free irrevocable license to use its IntellectualProperty for the purposes of providing the Services by the Company ascontemplated hereunder.
b. In the event, the Vendor sources theProducts from any Supplier, the Vendor shall obtain all applicable licenses andconsents for the use of such Supplier’s Intellectual Property in connectionwith the Product being sourced from such Supplier for the purposes of providingthe Services by the Company, prior to the display / advertising of suchProducts on the Portal. A ‘no objection certificate’ in this regard shall alsobe procured by the Vendor from the Supplier in the format annexed to the VendorAgreement and the same shall be submitted with the Company prior to display ofsuch Products on the Portal. In the event the Company receives a claim and/ornotice from an owner/manufacturer of products regarding infringement of itsintellectual property rights, the Company shall forward such claim to theVendor and the Vendor shall be liable to defend such claims and keep theCompany harmless and indemnified against the same. The Company may also provideall necessary information regarding the Vendor to any such party from whom agenuine claim has been received by the Company and the Vendor shall have noobjection to the same. The Company may further take any other appropriate legalaction against the Vendor, as it may deem fit, in this regard.
c. It is hereby clarified that no rightsin the Intellectual Property of the Vendor or the Suppliers are granted in favourof the Company except the limited license to use the Intellectual Property forthe purposes of providing the Services by the Company.
d. The term “Intellectual Property” shallmean and include logos, trade names, brand names, trademarks, copyrights andother relevant intellectual property rights relevant to the advertisement andsale of the Products.
7. Obligations of the Vendor
The Vendor shall (either itself orthrough its Suppliers) be responsible for all warranty and after-sales servicesrelating to the Products as per its standard product warranty and maintenancecontracts and shall keep the Company fully indemnified in this regard.
8. Obligation of the Company
a. Company shall take reasonable steps tospecify for Customer awareness on the Portal, the warranty period and terms ofsuch warranty as communicated to it by the Vendor in relation to the Productsdisplayed on the Portal.
b. The Company shall maintain the properand valid registration of its domain name in relation to the Website during theTerm at its own costs.
9. Title and Risk in relation to theProducts
a. No risk or title to the Products shallpass to the Company at any point of time for any reason whatsoever. The titleand risks to the Products shall be deemed to pass directly from the Vendor tothe Customer upon delivery of the Products to the Customer and payment of theconsideration for the Products by the Customer.
b. Notwithstanding anything to thecontrary contained herein, it is clarified and agreed that any and allliabilities arising in connection with any defect, fault or shortcoming in theProduct(s) shall be of the Vendor or its Supplier alone and this provisionshall survive the termination of the Vendor Agreement together with these Terms& Conditions.
10. Confidentiality
The Parties shall keep all negotiationsconfidential and maintain the contents of these Terms & Conditions togetherwith Vendor Agreement in strict confidence and shall make no announcement ordisclosure without the prior written approval of the other Party save inrespect of (i) disclosures necessary to be made to each Party’s consultants,advisors, employees / directors on a need-to-know basis and provided that suchthird parties are bound by obligations of confidentiality; and (ii) disclosuresrequired by law.
11. Termination
a. These Terms & Conditions shallbecome effective on the Effective Date as mentioned in the Vendor Agreement andshall remain in force unless Vendor Agreement is terminated between the Partiesin accordance with the terms hereof (“Term”).
b. The Vendor Agreement may be terminatedby either Party in accordance with the following:
i. Upon material breach of these Terms& Conditions or Vendor Agreement by either Party which is not cured withinthirty (30) days of receipt of notification from the non-breaching Party, thenon-breaching Party shall be free to terminate the Vendor Agreement forthwith;
ii. Where any Party commits a materialbreach of the Terms & Conditions and in the reasonable opinion of thenon-breaching Party, such breach is not capable of cure, the non-breachingParty shall not be obliged to provide a chance to cure the breach but shall beentitled to terminate the Vendor Agreement forthwith.
iii. Either Party may terminate theVendor Agreement upon one month’s prior notice in writing if (a) the otherParty is adjudged bankrupt, or makes a general assignment for the benefit ofits creditors, or (b) if a receiver is appointed for all or a substantialportion of its assets and is not discharged within sixty (60) days after hisappointment; or (c) such Party commences any proceeding for relief from itscreditors in any court under any insolvency statutes
iv. The Company may (a) forthwithterminate the Vendor Agreement where the Company reasonably believes that theVendor’s actions or omissions have prejudicially affected the reputation of theCompany and / or the Website; or (b) terminate the Vendor Agreement by giving a1 (one) month notice in writing to the Vendor.
c. Consequences of Expiry/Termination: Upon termination of theVendor Agreement:
i. The Company shall be entitled to remove the Products of theVendor displayed on the Portal and/or advertised on the Portal.
ii. All orders in relation to the Products of the Vendor that havebeen received prior to the termination of the Vendor Agreement and allobligations to return the Product and/or refund the amount paid by the Customerwhich may arise in the period after the date of termination hereof, shall behonoured and completed, notwithstanding any termination hereof, in accordancewith the terms of these Terms & Conditions and the R&R Policy; and theVendor agrees and undertakes to co-operate with the Company for the same.
iii. The Vendor shall forthwith without delay or demur make paymentof all outstanding amounts that are due to the Company under the VendorAgreement, including any amount refunded by the Company to the Customer afterthe termination, which shall be paid by the Vendor to the Company immediatelyupon receipt of any demand from the Company in this regard.
iv. The Company shall within 30 (thirty) days of the date oftermination, make payment of all outstanding amounts that are due to the Vendorin accordance with the terms of this Agreement.
v. The rights and obligations of the Parties which have arisenhereunder up to the time of termination shall not be affected.
vi. Within fourty five (45) days from the termination of the VendorAgreement the Vendor shall submit to the Company a “no due certificate”, to thesatisfaction of the Company
12. Intellectual Property Rights
a. The Company shall own all rights in any intellectual propertycreated by the Company under these Terms & Conditions, including material,designs, graphics created and / or developed by the Company.
b. Subject to the provision of contained herein, the Company ownsand shall exclusively own all rights (including all intellectual propertyrights), title and interest in respect of the Portal / Website.
13. Representation and Warranties of the Vendor
a. The Vendor has all rights (including all Intellectual Propertyrights), approvals and consents from any third parties (including Suppliers)required to enter into and perform the Vendor Agreement together with Terms& Conditions and to supply and sell the Products as contemplated hereunder.
b. The Vendor has procured all necessary registrations/permits asrequired under applicable laws for sale of Products through the Portal(including without limitation registration under applicable laws pertaining tosales tax and VAT of the relevant states). The Vendor further represents thatthe Vendor shall be solely responsible for collection and payment of applicabletaxes with respect to the sale of the Products to the relevant governmentauthorities in a timely manner and the Company shall not be responsible norheld liable for any non-compliance/contravention of applicable tax laws by theVendor. The Vendor hereby agrees to keep the Company harmless and indemnifiedin this regard. The indemnity obligations of the Vendor contained herein shallsurvive the termination of the Vendor Agreement together with these Terms &Conditions.
c. The Vendor has a valid, clear and marketable title to all theProducts being displayed, advertised and sold through the Portal under theterms of the Vendor Agreement.
d. All the Products are genuine, merchantable, marketable and of thequality and nature as described by the Vendor to the Company and displayed onthe Portal. The Products are genuine, new and are not counterfeit products.
e. The Vendor has valid, clear and full rights / entitlement to usethe trademarks, designs, copyrights of or related to the Products or itspackaging used in connection with display and advertising of the Products bythe Company.
the Vendor agrees and undertakes that itshall not provide photographs/images of Products for display, upload, modify,publish, transmit, update or share any information or share/list(s) anyinformation relating to the Product that:
i. is grossly harmful, harassing, blasphemousdefamatory, obscene, pornographic, paedophilic, libellous, invasive ofanother's privacy, hateful, or racially, ethnically objectionable, disparaging,relating or encouraging money laundering or gambling, or otherwise unlawful inany manner whatever;
ii. harm minors in any way;
iii. infringes any patent, trademark,copyright or other proprietary rights;
iv. violates any law for the time beingin force;
v. deceives or misleads the addresseeabout the origin of such messages;
vi. communicates any information which isgrossly offensive or menacing in nature;
vii. impersonate another person;
viii. contains software viruses or anyother computer code, files or programs designed to interrupt, destroy or limitthe functionality of the Company’s Website or Portal.
15. Limitation of Liability
In no event shall either Party be liable to the other Party for anyincidental, indirect, remote special, consequential or punitive damages, lossof goodwill or business profits, regardless of the nature of the claim, even ifsuch Party knew or should have known of the possibility of such damages orclaims. Company’s total liability (including for its indemnity obligations),whether in contract, tort, or otherwise, arising out of or in connection withthe Vendor Agreement or Terms & Conditions shall not exceed the totalMargin received by the Company in the preceding 6 months under the VendorAgreement.
16. Penalty
In the event of non-adherence of these Terms & Conditions by theVendors resulting into the occurrence of either of the following instances shallattract a penalty of BND 50 (Brunei Dollars fifty) per instance:
a. inability to meet the orders, whether dueto inadequacy of stocks or otherwise, in which case the penalty shall be perorder;
b. Returns due to bad/defective product;
c. Returns due to wrong size of the productsprepared by the Vendor;
d. Returns due to delivery of wrong products
It is hereby acknowledged by the Vendor that out of the penaltyamount, BND 30 will be passed on by the Company to the Customer concerned (orcustomers in general) as an apology gesture for less than satisfactory shoppingexperience in case such instances occur and the remaining BND 30 shall beretained by the Company as costs of marketing/ processing the order.
17. General Clauses
a. The Parties hereby agree that for the purposes of providing theServices and carrying out related functions in accordance with the provisionsof Terms & Conditions, the Company is hereby authorized as the agent of theVendor to act in accordance with the terms herein and other instructions of theVendor.
b. These Terms & Conditions together with Vendor Agreement isthe complete and binding agreement of the Parties with respect to the subjectmatter hereof.
c. These Terms & Conditions are applicable for all Vendors andmay be modified by the Company from time to time with prior intimation to theVendors. Vendors hereby agree to be bound by such amended Terms &Conditions, as may be notified by the Company.
d. The Vendor shall not assign or sub-contract any of its rights,obligations, or responsibilities under the Vendor Agreement or Terms &Conditions without the prior written consent of the Company.
e. The Parties agree that, having regard to all the circumstances,the covenants contained herein are reasonable and necessary for the protectionof the Parties. If any such covenant is held to be void as going beyond what isreasonable in all the circumstances, but would be valid if amended as to scopeor duration or both, the covenant shall apply with such minimum modificationsregarding its scope and duration as may be necessary to make it valid andeffective.
f. If any provision of these Terms & Conditions is held to beinvalid or unenforceable in any respect, such provision shall be modified tothe extent necessary to render it, as modified, valid and enforceable underapplicable laws and such invalidity or unenforceability shall not affect theother provisions contained herein.
g. Except as expressly provided in this Terms & Conditions, nowaiver of any provision shall be effective unless set forth in a writteninstrument signed by the Party waiving such provision. No failure or delay by aParty in exercising any right, power or remedy under this Terms & Conditionsshall operate as a waiver thereof.
h. Each Party shall co-operate with the other Party and execute anddeliver to the other Party such instruments and documents and take such otheractions as may be reasonably requested from time to time in order to carry out,evidence and confirm their rights hereunder and the intended purpose of theseTerms & Conditions and to ensure the complete and prompt fulfilment,observance and performance of the provisions contained herein and generallythat full effect is given to the provisions of the Vendor Agreement togetherwith the Terms & Conditions.
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