VENDOR TERMS AND CONDITIONS.
Preamble: JIPENDE AFRIKA ONLINE is registered business under- BUSINESS NO. BN-YZCEMQR THE REGISTRATION OF BUSINESS NAMES ACT (Cap, 499, Section 14) The Company operates business of selling African made Products.
The terms and condition herein represent agreement between Jipende afrika Online and Vendors. The Vendor desires to market and sell their products through Jipende Afrika online platform: www.jipendeafrika.com . The Company desires to partner with Vendors based on the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto.
Now, therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:
AGREEMENT OF PARTIES
WHEREBY IT IS AGREED AS FOLLOWS:-
Jipende Afrika Online trading as Jipende Afrika owns and operates an online platform in Kenya that allows merchants to sell their products to the customers. The platform is currently provided www.jipendeafrika.com .
The Vendor desires to benefit from the online marketing selling services of Jipende Afrika by offering products for sales and marketing on the Jipende Afrika platform according to the terms and conditions of this Agreement.
NOW therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the Parties agree as follows:
- APPOINTMENT, ACCEPATNCE & SCOPE
SCOPE OF SERVICES
- The Vendor will offer its Products to Customers through the online Platform, and Jipende Afrika will in turn accept the online purchase Orders from the Customers on behalf of the Vendor.
- Vendors has option of stocking with Jipende Afrika or make available Product(s) as demanded on sale for Jipende Afrika to deliver the purchased Product(s) to the Customers.
- All sales will capture customer all necessary information set on the Platform stating their contact information and a detailed
Nonexclusive partnership. Subject to the terms and conditions of this Vendor agreement, Company accept to grants vendor nonexclusive right to post and market the Products to customers and to render other services as a for Company as set forth herein. The Vendor acceptance does not limit Jipende Afrika Online from Partnering with any other potential seller/ retailer or opening up physical store within the shared market.
Relationship of Parties. Vendor is an independent and shall not be deemed to be an employee, legal representative, general agent or partner of Company for any purpose excepts as indicated in clause 1a. Vendor is not granted any authority to make changes to Company’s terms and conditions of sales, customer’s shipping, grant any warranties in excess of those extended by Company or implied or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties.
- ORDERS, PRICES, TERMS OF SALES AND PAYMENT
- Communications Pursuant to this Vendor agreement and Orders.Orders shall be made only through Jipende Afrika Online platform www.jipendeafrika.com and the Company understands that its timely acceptance of orders from Online platform hereunder is an important element of this Agreement. Company shall have Number of days to deliver every order as indicated on the product purchase category. All orders shall be fulfilled and delivered by Company within specified period as per product/s order acceptance.
- Prices and Shipment.Company agrees to market, sell and deliver while Vendor agrees to supply the Products in accordance with this agreement terms and conditions set.
- Company shall package the Products for shipment in accordance with company standards.All shipments cost of Products for Customers related thereto, will be buyer responsibility. All shipments will be addressed to buyer shared details as per the online information. All products shall be packaged and shipped in good condition and any defective, loss or wrong order shall be addressed as per the company policies and not Vendor
- Terms of Sale.All sales by Company shall be in accordance with the terms and conditions of this Agreement.
- Payments and Commission.All Vendors products sales are subjected to the following commission deduction as per table. NOTE: The commission exclude government taxes as applicable
Home & Home accessories/ Electronic devices & Accessories/ African Crafts & Arts/ Books & Library / Schools
Furniture/ TV & Home Appliance / Garden & Outdoor/ Artists merchandises/ Fashion & Clothing / Fashion accessories / Machines & Equipment / Motorcycle & accessories & Parts
Beauty products / Health & Wellness / Baby care & Products
Upon successful purchase order the vendor shall always receive email notification of purchased order through official email address or calls where necessary.
All sales payments to the Vendors shall be made depending on products sales, it could be weekly, fortnight or monthly between 20-25th dates and amount will be in Kenya Shillings. Jipende Afrika Online reserves the right to adjust this commissions by serving Twenty one (21) days prior written notice to the Vendor via the provided email.
The Company and vendor, as applicable, make the following representations, warranties and covenants:
- Vendor is a registered business name, company, partnership or individual adult of age 18 years and above.
- Vendor warrants and represents that the Products are approved by government or international approved standardization, will be free from toxic or harmful content, any form of defects in design, materials and workmanship and conform to Jipende Afrika policy of African made and original idea.
- Vendor is not subjected to any pending or threatened litigation or governmental action that could interfere with our business relationship and performance of this Agreement.
- This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.
- . RIGHTS AND OBLIGATIONS
JIPENDE AFRIKA Rights and Obligations
- Jipende Afrika will display the Products specified by the Vendor on the Platform for the purposes of online marketing and selling.
- Jipende Afrika will be responsible for full transaction and delivering the Product(s) to the Customers.
- Jipende Afrika will provide to the necessary Vendor training material as well as the support needed to enable the Vendor to build the level of competences and to gather the knowledge needed to operate its shop on our online platform.
VENDOR’S Rights and Obligation
- The Vendor authorizes Jipende Afrika by virtue of this Agreement to accept binding online purchase orders and payments (whether online or cash) from the Customers on behalf of the Vendor. The Vendor further authorizes Jipende Afrika to divulge data and information about the Vendor and the Products on its Platform to the extent required for online marketing.
- The Vendor will indemnify and hold Jipende Afrika harmless of any suit, dispute arising from presenting on the platform illegal information or products, as well as products for which the Vendor does not have a license to sell or distribute. Jipende Afrika reserves the right to delist such items without reference to the Vendor.
- The Vendor acknowledges that all the information relating to the Products provided to Jipende Afrika is true, real and does not violate any third party’s copyright. The Vendor further guarantees that this information satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
- The Vendor is responsible for setting the prices of its products listed on Jipendeafrika.com the price must include all relevant taxes and abide by any pricing law in effect for the full duration of the listing. The Vendor ensures that every effort is being made to limit the number of disputes over its products regarding prices.
- The Vendor is responsible for keeping an up-to-date inventory of all the Products displayed on the vendor Account Platform and undertakes to immediately remove any stock-outs on the Platform.
- The Vendor will receive a confirmation of sale from Jipende Afrika on the vendor account platform and/or via email.
- Jipende Afrika will provide the Vendor access to online platform for application and posting for the products as per guideline given. The Vendor is responsible for using this platform to manage its product content, order fulfilment and financial accounts with Jipende Afrika.
- The Vendor is responsible for updating all information and posts as often as required.
- The Vendor will provide a detailed description for the Products and all the information necessary to the online platform prior to displaying a Product for sell. This includes, but is not limited to, a detailed title and sub-title, price, quantity, picture and description of the Product.
- The Vendor certifies that the description of the products listed on Jipende Afrika are true, abide by any law applicable to the promotion of a product to an end customer, and is respectful of the product creation Guidelines as communicated by Jipende Afrika.
- The Vendor must adhere to its range of Products and prices as provided to Jipende Afrika and as described on the Product listings on the Platform.
- In order to maintain its reputation for quality and high standard of service, Jipende Afrika reserves the right to delist the Vendor and to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints or fails to comply with other Jipende Afrika standards.
- Jipende Afrika offers to the customer the opportunity to evaluate the products on its site. Jipende afrika may review these evaluations and may publish them for the benefit of the Vendor.
- The Vendor commits to providing only genuine to Jipende Afrika approval products and to abide by all applicable laws and regulations regarding sale of products to an end customer. Any breach of this term may lead to immediate termination of the contract, and the Vendor shall indemnify Jipende Afrika from any dispute regarding a breach of such laws and regulations.
- The Vendor agrees to share diligently all the information needed regarding his or her business and operations in order to help Jipende Afrika resolve his or her issues while operating on the platform. The information shared must be as exhaustive and structured as possible.
- VENDOR PRODUCTS DELIVERY
- The transfer of possession of the product will occur when the Vendor’s delivery note is stamped by official Jipende AFrika Stamp which certifies that Jipende Afrika received the product. The Vendor remains the owner of the goods until they are actually sold and received by the customer.
- The Vendor keeps the responsibility for the management of its stock and provides to Jipende Afrika the product ready to be delivered to the customer
- No product damaged before the transfer of possession between the Vendor and Jipende Afrika will be accepted by Jipende Afrika. If the product received is damaged, Jipende Afrika will ask the Vendor for the free substitution of this product with a product in good conditions. If the product is lost or damaged in Jipende Afrika possession, Jipende Afrika will pay the vendor once the item is collected by vendor.
- The Vendor must attach an ETR receipt to every invoice that contains products where tax class “default 16%” / 14% has been indicated. If the Vendor is unable to produce an ETR receipt for orders of a Product, tax class “0” must be indicated.
- Jipende Afrika will accept products returned by its customers, if the return reasons abide by the return policy.
- The Vendor will accept the conditions of return of Jipende Afrika as per the conditions agreed in the contract. Moreover, the Vendor will renounce to his or her own return policy for all the orders received on Jipende Afrika .
- In general, if the original product packaging remains closed/sealed, customers are allowed to refuse delivery for any reason. This may include change of mind, lack of money, lack of availability for delivery, damaged packaging, defective items etc.
The Vendor is obligated to accept return of Goods on the following cases:
- Poor Quality or substandard : for cases reported by the customers within 3 days (72Hrs) from delivery, customers are entitled to replacement or refund at vendor’s expense; the replacement will be facilitated by Jipende Afrika on the Vendor’s behalf. This will either be by replacing the product from jipende Afrika, or placing a new order for Drop Shipping products. Jipende Afrika will receive the product from the customer, and confirm that the product is as promised by vendor.
- Delivery of the wrong product (product is different from the one described on the website by the vendor)
- Customer changes his or her mind (as outlined above)
- Failed deliveries – these are cases where our delivery associates are not able to meet the customer, the customer does not pick up his ordered item or otherwise the product’s original packaging remains closed/sealed. The transaction was not completed.
- Rejections – these are cases where our delivery associates meet the customer or the customer picks up his ordered item, but rejects it on the spot, in the presence of our delivery staff. In such cases the product has been examined by the customer, where applicable the seal has not been broken, nor has the product been used and therefore the transaction was not completed.
- Returns – these are cases where the delivery and transaction are completed successfully but the customer requests a return within 6 hrs from the delivery time.
For Customer Convenience, Jipende Afrika and the Vendor commits to accepting the product returned by the Customer if:
The Customer asked to have his or her product returned to the Vendor within 6 hrs after the delivery time and through the Customer Service of Jipende Afrika.
If the vendor is responsible for the default of the product or the product is in good condition and the customer is entitled to return it, as per the Returns Policy, Jipende afrika will return the product to the Vendor. If the Vendor has already been paid for the sale of the product, he or she has to reimburse Jipende Afrika minus the amount of the commission deducted when the item was sold. Jipende Afrika will deduct the amount relative to the returned item from the next pay-out due to the Vendor. If no pay-outs are due or the Vendor decides for whichever reason to recede from this contract, he will still have to reimburse Jipende Afrika for the amount of the item minus the commission.
If Jipende Afrika is responsible for the default of the product, Jipende Afrika will reimburse the vendor or will replace the product less commission. In this instance the vendor is still obligated to collect the returned item.
If the quality control shows that the Customer is responsible for the default of the product, the product is sent back to the Customer and there is no reimbursement.
- Responsibility of Quality Control: Once the product is returned, Both Jipende Afrika and Vendor has the responsibility of performing a quality control check. In the case of defective or damaged products, the quality control done by both parties will be considered as the only valid control. In order to facilitate the correct quality assessment, Jipende Afrika encourages the vendors to help improve the quality check guidelines where product specificities and vendor experience with the product recommend it.
- Disagreement over the quality control: In case of disagreement over the quality control, the Vendor has to open a dispute resolution procedure. He or she has to provide Jipende Afrika within 24 hrs.
- Forfeiture of Ownership: If the vendor does not collect any products that should be returned to him since rejections/returns from the customers, or aging stock, within the time stipulated in the guidelines following the notification by Jipende Afrika of the availability for collection of such items, Jipende Afrika will engage in the legal procedures required to dispose of the goods by issuing the relevant legal notices in accordance with the law.
- No Return Rejection. The vendor has an obligation to accept ALL returns be it Jipende Afrika Fault or otherwise. In instances where it is Jipende Afrika fault, the vendor will be required to collect the rejected item within 3 days. The vendor can raise a claim for compensation immediately the return is collected.
- . DURATION AND TERMINATION
- Effective Date and Duration.This Agreement shall become effective on the date the Vendor shall receive approval email from the system and will last for a duration of one year renewable.
- Vendor Option to Renew.Vendor shall have the option to renew this Agreement annually
- Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) Breaching of the agreement and fails to correct such failure within 7 days of the calendar after receiving written demand therefore from the company Jipende Afrika, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.
- . RIGHTS OF PARTIES AND TERMINATION
- Obligations after Termination.In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to vendor except that in the event the Agreement terminates for any reason other than a breach hereof by vendor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration.
- Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.
9 . GENERAL ACKNOWLEDGEMENTS & TERMS
NOW THIS DEED OF AGREEMENT WITNESS THE TERMS AND CONDITIONS AS FOLLOWS:
- That JIPENDE AFRIKA reserves the right to change their specified delivery point for any reasonable ground or grounds and the vendor shall be responsible to deliver the products at the new location.
- That the vendor shall be fully responsible for delivery of the products in good condition at the specified location of JIPENDE AFRIKA.
- That JIPENDE AFRIKA’s representative(s) shall inspect the goods during delivery and reserves the right to reject any goods if the representative(s) considers those to be inferior quality, without proper documentation (delivery note) and tampered with during transit.
- That the goods rejected by the representative(s) of JIPENDE AFRIKA shall be replaced by The vendor as per agreed terms
- That The Vendor shall indemnify JIPENDE AFRIKA in respect of all claims, damages, compensation or expenses payable in consequence of any injury or accident caused by them.
- That the vendor shall send their statements of accounts as requested or every (20th-23rd ) day of the month to firstname.lastname@example.org for preparation of payments.
- That the Payment shall be made by JIPENDE AFRIKA based on the products sold by JIPENDE AFRIKA as per agreed terms above through A/C payee Cheque, M-Pesa or Direct Bank Transfer only on production of invoice along with delivery note confirming receipt of goods by JIPENDE AFRIKA’s Representative(s). All cheques shall be addressed to names indicated on the invoices. Unless otherwise supplier to write official letter with supportive legal documents of the payee. Note: Any delivery or invoice that is altered or not clear will not be accepted.
- Both Parties acknowledge and agree that Jipende Afrika has the right to modify the general terms and conditions of its Platform at any time and without giving any justification. In this case, Jipende Afrika will serve a fourteen (14) days prior notice via email to the Vendor with this regard, with a confirmation of receipt provided by the Vendor. If the Vendor does not object to these changes in writing within fourteen (14) Business Days from delivery of such notice, the changed terms and conditions will be considered accepted by the Vendor.
- The Vendor is free to collect items stored in Jipende Afrika drop point subject to issuing of a 7 days’ notice and provided that the products are not subject to the fulfilment of a purchased order by a Customer.
- Both Parties acknowledge and agree that Jipende AFrika may carry out changes to the Platform or the service, or suspend the service, on the platform without notice to the Vendor.
- The Vendor acknowledges & grants Jipende Afrika the perpetual rights to use, reproduce, modify, adapt, publish, translate and create other content and to distribute the content that the Vendor provides in relation to fulfilling its mandate under this agreement.
- Pricing: Jipende Afrika does not change the prices of the products listed by the Vendor unless during a promotion entered into by the Vendor. Pricing can be adjusted any time by the Vendor for any item sold on his account, provided that the adjustment is not made after an order has been made for the product. For avoidance of doubt pricing is the sole responsibility of the vendor.
- Stock Level and Order Fulfilment: Jipende Afrika will accept binding sales on behalf of the Vendor and will ensure that order data is passed on to Vendor through the vendor account within one business day subject to holidays and weekends.
- The Vendor certifies that for all its products listed on vendor account, the stock indicated as available is consistent with its real stock immediately available. The Vendor will process the order as per the Fulfilment Method he or she subscribed for, following the detailed Guidelines available on the vendor account
- Promotion Feature: Jipende Afrika controls the placement of promoted products submitted by the Vendor through the vendor Account.
- Changes to website content– Jipende Afrika may perform changes to its website content or the services offered, including suspending these services for an unlimited period of time.
- Third Party Provider: Jipende Afrika may use third party service providers to fulfil some part of the services to the Vendor and to the customer
- Governing Law.This Agreement is a contract under the laws of the State of Kenya for all purposes shall be governed by and construed in accordance with the substantive laws of the State of Government of Kenya, without regard to its principles of conflicts of law’s provisions.
- The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within 30 Days. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the Kenya Arbitration. The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within 90 days period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.
- Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.
- Entire Agreement.This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes any other arrangement and oral agreements, and all contemporaneous oral agreements, relating to such transactions.
- Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by messenger, certified or registered mail, a reliable express delivery service or email (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service. All such communications shall be sent to the addresses for each Party as first set forth above.
- Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
- Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.
- Indemnification & Limitation of Liability
- Indemnification.Each Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.
- Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.
- . Force Majeure
Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products retailed or supplied by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.
- . Trademarks and Business names
VENDOR shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks or business names of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Stockist will not institute any proceedings with respect to the trademarks or business names of Company either in Stockist own name or on behalf of Company without express written permission of Company. Stockist shall assign to Company, without charge, any rights in the trademarks or business names of Company that may inure to the benefit of Stockist pursuant to this Agreement or otherwise. Stockist shall execute any documents or do any acts that may be required to accomplish the intent of this Section.
WITH ACCEPTANCE OF ALL THE BOVE STATED WE LOOK FORWARD HAVING GREAT BUSINESS RELATIONSHIP.
JIPENDE AFRIKA ONLINE.
‘We are Proud of You’