X

VENDOR AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES

 

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

RECITALS;

    1. ZUTAAFIA ENTERPRISES LIMITED is a Liability Company registered under the Companies and Allied Matters Act of 1990 and having its head office at Suite 49/50 De Avalon Plaza, 483 Ajose Adeogun Street Utako District FCT, Abuja (hereinafter also referred to as "ZUTA" or “ZUTA.NG”) 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. ZUTAAFIA ENTERPRISES LIMITED is in the business of providing and facilitating ecommerce in Nigeria, with its online store www.zuta.ng
    4. The Vendor is in the business of manufacturing, importing, distributing, retailing and provision of services and intends to sell products and services on zuta.ng platform and Zuta agrees to allow the Vendor to use its website platform for this purpose on the terms on 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.zuta.ng 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

1. Commencement, Term, Renewal

1.1 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.

2. Products Availability;

2.1 The Vendor shall keep zuta.ng informed at all times, 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 zuta.ng 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.

3. Pricing, Fees and Commissions;

3.1 Zuta.ng as such shall not charge any fee for providing the Vendor a Seller Center Account on zuta.ng; however for all such sales that are made/generated using the zuta.ng online store www.zuta.ng, a commission shall be paid by the Vendor to zuta.ng. The details of commissions to be paid product category wise is specified is Schedule A to this agreement. The schedule can be amended to modify any rate of commission in respect of any product. Any amendment to such schedule will be express. The said schedule is to be treated as part and parcel of the agreement.

 

3.2 The Vendor is responsible for setting the prices of its products published on zuta.ng. The price must include zuta.ng commission, taxes and abide by any pricing law in effect for the full duration of the listing. The Vendor must ensure price parity between products published on zuta.ng and same products the Vendor sell’s elsewhere.

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

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

4. Order, Handling and Delivery.

4.1 Orders for product shall be received using zuta.ng platform and shall be forwarded to the Vendor by zuta.ng via the vendor seller center.

4.2 The Vendor shall upon receipt of the order from zuta.ng immediately arrange to deliver the products to the Zuta warehouse or the nearest Zuta hub within three (3) hours of the receipt of the Order.

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 if available.

4.4 Zuta.ng shall arrange to lift defective products from the end customer however any charges incurred by zuta.ng for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to zuta.ng upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from zuta.ng will be made, however zuta.ng 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 zuta.ng 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 zuta.ng 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.

5.2 In case the Vendor is running out of supplies or is likely not to fulfill the Order received by zuta.ng, it shall intimate to zuta.ng at least twenty-four (24) hours in advance so that notice of OUT OF STOCK for the product can be placed on the website.

5.3 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 zuta.ng, to the customer either along with the products supplied or in any manner whatsoever.

5.4 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.

5.5 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.
 
5.6 The Vendor agrees to indemnify and keep indemnified zuta.ng from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against zuta.ng due to acts/omission on the part of the Vendor

5.7 To provide to zuta.ng, for the purpose of the creation/display on zuta.ng 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.

5.8 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 zuta.ng 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 zuta.ng

5.9 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.

5.10 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of zuta.ng.

5.11 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.

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 as MRP 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 and illegal or prohibited under the Nigerian law.

5.14 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 zuta.ng.

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 zuta.ng.

5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of zuta.ng 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, Value Added Tax, NAFDAC Act etc.,

5.19 To provide to zuta.ng copies of any document required by zuta.ng for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from zuta.ng.

5.20 To seek advance written approval from zuta.ng, 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 The signatory to the present agreement is having the right and full authority to enter into this Agreement with zuta.ng and the agreement so executed is binding in nature.

6.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.

6.3 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;

6.4 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 zuta.ng.

6.5 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, 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.

6.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with zuta.ng and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.

6.7 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to zuta.ng upon demand.

7) Rights of ZUTA.NG:

7.1 Vendor agrees and acknowledges that zuta.ng, 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 zuta.ng Online Store. In such an event, zuta.ng reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.

7.2 Appropriate disclaimers and terms of use on zuta.ng Online Shopping portal shall be placed by zuta.ng.

8 Indemnity

8.1 The Vendor indemnifies and shall hold indemnified zuta.ng, 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 zuta.ng shall also include the Mobile Operators and such other agencies through which zuta.ng 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 Zuta.ng 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 zuta.ng 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 zuta.ng harmless and indemnified against all such claims and damages. Further zuta.ng 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 Zuta.ng 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 zuta.ng.

10 Termination and effects of Termination

10.1 This Agreement may be terminated by zuta.ng 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 seven (7) days after written notice given by zuta.ng.

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 thirty (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, zuta.ng shall remove the Links and shall discontinue display of the Vendor’s products on its Online Market Place with immediate effect.

10.3.2 Zuta 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.

11.2 The laws of Federal Republic of Nigeria, as are in force, shall be applicable to present agreement.

11.3 Zuta.ng 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 zuta.ng by the Vendor, its representatives, associates or assigns.

12. 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.

13. Intellectual Property Rights
13.1 The Vendor expressly authorizes zuta.ng 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 zuta.ng 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.

14 Entire Agreement;
14.1 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.

15 Assignment;
15.1 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 zuta.ng signed by an authorized representative of such Party. Zuta.ng is at liberty to refuse such consent.

16 Confidentiality;
16.1 The contents of the agreement and any information passed on by zuta.ng 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 zuta.ng 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. Zuta.ng shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

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

18 Waivers and Amendment
18.1 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.

18.2 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.

19 Force Majeure
19.1 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.
Schedule A
Details of product category wise commission

 

Untitled Document

Category

Commission (%)

Root Category

13%

Category

 

Automobile

5%

Baby Products

13%

Books, Movies and Music

13%

Computing

13%

Electronics

13%

Fashion

13%

Gaming

13%

Garden & Outdoors

13%

Grocery

4%

Health & Beauty

13%

Home & Office

13%

Industrial & Scientific

13%

Musical Instruments

8%

Pet Supplies

13%

Phones & Tablets

13%

Services

13%

Sporting Goods

13%

Toys & Games

13%

Automobile

5%

Category

 

Car Care

5%

Car Electronics & Accessories

5%

Exterior Accessories

5%

Interior Accessories

5%

Lights & Lighting Accessories

5%

Motorcycle & Powersports

3%

Category

 

Accessories

5%

Category

 

Battery Chargers

8%

Fluids & Maintenance

5%

Protective Gear

5%

Vehicles

5%

Oils & Fluids

5%

Paint & Paint Supplies

5%

Power & Battery

5%

Replacement Parts

5%

Tools & Equipment

5%

Tyre & Rim

5%

Baby Products

13%

Category

 

Apparel & Accessories

5%

Baby & Toddler Toys

4%

Baby Stationery

4%

Bathing & Skin Care

4%

Car Seats & Accessories

4%

Diapering

4%

Feeding

4%

Gear

4%

Gifts

4%

Health & Baby Care

4%

Nursery

4%

Potty Training

4%

Pregnancy & Maternity

5%

Safety

4%

Strollers & Accessories

4%

Books, Movies and Music

13%

Category

 

Art & Humanities

8%

Bestselling Books

8%

Biography & Autobiography

8%

Business & Finance

8%

DVDs

8%

Education & Learning

8%

Entertainment

8%

Family & Lifestyle

8%

Fiction

8%

Journals & Planners

8%

Magazines

8%

Motivational & Self-Help

8%

Religion

8%

Science & Technology

8%

Stationery

5%

Computing

13%

Category

 

Computer Accessories

11%

Category

 

Audio & Video Accessories

11%

Blank Media

11%

Game Hardware

11%

Hard Drive Accessories

11%

Input Devices

11%

Keyboards, Mice & Accessories

11%

Monitor Accessories

11%

Printer Accessories

11%

Printer Ink & Toner

4%

Surge Protectors

8%

Uninterrupted Power Supply (UPS)

11%

USB Gadgets

11%

Computers

11%

Category

 

Computer Components

5%

Laptops & Desktops

11%

Category

 

Desktops

5%

Laptops

3%

Data Storage

5%

Laptop Accessories

11%

Monitors

5%

Networking Products

11%

Printers

4%

Scanners

4%

Servers

5%

Software

6%

Electronics

13%

Category

 

Accessories

5%

Accessories & Supplies

5%

Audio

5%

Camera & Photo

5%

Cameras

5%

Car & Vehicle Electronics

5%

eBook Readers & Accessories

5%

Headphones

5%

Home Audio

5%

Office Electronics

5%

Portable Audio & Video

5%

Radios & Transceivers

5%

Security & Surveillance

5%

Television & Video

5%

Wearable Technology

6%

Fashion

13%

Category

 

Baby

11%

Costumes & Accessories

11%

Fabrics

11%

Kid's Fashion

11%

Luggage & Travel Gear

11%

Men's Fashion

11%

Multi-Pack

11%

Shoe, Jewelry & Watch Accessories

11%

Watches

13%

Weddings

11%

Women's Fashion

11%

Gaming

13%

Category

 

Nintendo

5%

Other Gaming Systems

4%

PC Gaming

5%

Playstation

4%

Retro Gaming & Microconsoles

4%

Sony PSP

4%

Xbox

4%

Garden & Outdoors

13%

Category

 

Farm & Ranch

4%

Gardening & Lawn Care

4%

Generators & Portable Power

6%

Grills & Outdoor Cooking

4%

Outdoor Décor

4%

Outdoor Heating & Cooling

4%

Outdoor Lighting

4%

Outdoor Power Tools

4%

Patio Furniture & Accessories

4%

Pools, Hot Tubs & Supplies

4%

Grocery

4%

Category

 

Air Fresheners

4%

Beer, Wine & Spirits

4%

Beverages

4%

Breads & Bakery

4%

Breakfast Foods

4%

Candy & Chocolate

4%

Canned, Jarred & Packaged Foods

4%

Condiments & Salad Dressings

4%

Cooking & Baking

4%

Dairy, Cheese & Eggs

4%

Deli

4%

Dishwashing

4%

Dried Beans, Grains & Rice

4%

Drinks

4%

Food Cupboard

4%

Frozen

4%

Herbs, Spices & Seasonings

4%

Household Cleaning

4%

Household Supplies

4%

Jams, Jellies & Sweet Spreads

4%

Laundry

4%

Lighters & Matches

4%

Paper & Plastic

4%

Tobacco-Related Products

4%

Toiletries

4%

Health & Beauty

13%

Category

 

Baby & Child Care

8%

Beauty & Personal Care

8%

Health Care

13%

Medical Supplies & Equipment

13%

Sexual Wellness

13%

Sports Nutrition

13%

Vision Care

8%

Vitamins & Dietary Supplements

13%

Wellness & Relaxation

13%

Home & Office

13%

Category

 

Appliances

5%

Category

 

Cooking Appliances

5%

Small Appliances

3%

Arts, Crafts & Sewing

5%

Home & Furniture

6%

Home & Kitchen

13%

Office Products

5%

Tools & Home Improvement

5%

Industrial & Scientific

13%

Category

 

Janitorial & Sanitation Supplies

8%

Musical Instruments

8%

Category

 

Amplifiers & Effects

8%

Band & Orchestra

8%

Bass Guitars

8%

Drums & Percussion

8%

Electronic Music, DJ & Karaoke

8%

Guitars

8%

Instrument Accessories

8%

Keyboards & MIDI

8%

Live Sound & Stage

8%

Microphones & Accessories

8%

Stringed Instruments

8%

Studio Recording Equipment

8%

Pet Supplies

13%

Category

 

Birds

5%

Cats

5%

Dogs

5%

Fish & Aquatic Pets

5%

Small Animals

5%

Phones & Tablets

13%

Category

 

Mobile Phone Accessories

11%

Mobile Phones

3%

Tablet Accessories

10%

Tablets

5%

Telephones & Accessories

11%

Services

13%

Category

 

Deals

19%

Events

19%

Gift Cards

19%

Insurance

19%

Professional Offers

19%

Sporting Goods

13%

Toys & Games

13%

Category

 

Action Figures & Statues

7%

Arts & Crafts

7%

Baby & Toddler Toys

7%

Building Toys

7%

Dolls & Accessories

7%

Dress Up & Pretend Play

7%

Games

7%

Kids' Electronics

7%

Kids' Furniture, Décor & Storage

5%

Learning & Education

5%

Party Supplies

7%

Puzzles

7%

Sports & Outdoor Play

7%

Stuffed Animals & Plush Toys

7%

Toy Remote Control & Play Vehicles

7%

Tricycles, Scooters & Wagons

7%

Novelty & Gag Toys

7%


I agree