E-Contract

IMPORTANT FOREWORD:

To be able to keep using your Vendor Center, you are required to read carefully each section of this contract and accept it.

After an issuance of a new Contract, a Vendor will be given 2 weeks to accept the terms. If not, the related Vendor account will be suspended. If you accept the Contract, these conditions will be applied to all the orders processed after the electronic signing of the contract.

If you wish to gain more clarity about the terms of this contract, please contact Support.

Contents

Scope and definitions for the Contract

DEFINITION OF THE OBJECT AND PRESTATIONS RELATIVE TO THIS CONTRACT

DEFINITION OF THE TERMS OF THE CONTRACT AND TERMINOLOGY

MODIFICATION AND TERMINATION OF THE CONTRACT

JURISDICTIONAL COMPETENCY AND GOVERNING LAW

Rights and Obligations of the different parties related to the operating model

COMMUNICATION

From Bakemart to the Vendor
From the Vendor to Bakemart

EXECUTION
Bakemart’s rights and obligation
Vendor’s rights and obligation
iii. Penalties in case of the non-respect of Bakemart Quality commitment

III. System usage agreement

GENERAL CONDITIONS OF USE OF THE VENDOR CENTER

COMMITMENT AND GUARANTEE OF THE VENDOR RELATED TO THE USE OF THE VENDOR CENTER

General conditions of transactions and payment between Bakemart and the Vendor

GENERAL CONDITIONS OF PAYMENT

COMMISSIONS AND FEES COLLECTED BY BAKEMART

Logistics

DIFFERENT TYPES OF ORDERS MANAGEMENT

ORDERS MANAGEMENT PROCEDURES

Liability

LIMITATION OF LIABILITY

FORCE MAJEURE
VII. Privacy

VIII. Intellectual property

Scope and definitions for the Contract

DEFINITION OF THE OBJECT AND PRESTATIONS RELATIVE TO THIS CONTRACT.

(1) Scope: The present contract is established in order to set up the contractual relation between

BAKEMART ONLINE SHOPPING is registered under CAC with RC No: with its office at No. 16, Ikare Street, Surulere, Lagos (hereinafter also referred to as “Bakemart”) of the one part.

And, the Vendor, whereas:

BAKEMART ONLINE SHOPPING is in the business of providing and facilitating ecommerce/online shopping experience in Nigeria, via its online retail platform www.bakemart.com.ng

The Vendor is a company/business registered under the laws of the Federal Republic of Nigeria, selling legally products to final customers.

The Vendor intends to sell products on Bakemart’s platform and Bakemart agrees to allow the Vendor to use its website platform for this purpose on the terms on conditions contained herein below.

The Parties have thus agreed to enter this Agreement based on the terms and conditions hereunder set out.

This contract expressly supersede prior agreements or arrangements with the Vendor.

Guidelines available in Vendor Programme may apply to certain services, such as operating model, rules, activity or promotion, and such guidelines will be disclosed in Vendor Programme. Guidelines are in addition to, and shall be deemed a part of, the present Contract for the purposes of the applicable Operating Model, Rules and Services. Guidelines shall prevail over this Contract in the event of a conflict with respect to the applicable Services.

(2) Customer Satisfaction as the common interest of both parties: By signing this contract, both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviors of both parties.

(3) Acceptation of the contract: Every transaction of the Vendor on Bakemart’s platform is bounded to the acceptation of all the terms of this contract as well as the details, annexes and appendices mentioned in this contract and accessible on www.bakemart.com.ng and to Vendor’s renunciation to claim any of its own general terms and conditions of sales.

Therefore, any condition of sales opposed by the Vendor to BAKEMART will be null and void. This agreement will be considered as valid as soon as the Vendor will have signed it or processed an order through Bakemart.

If for some reason and at some point, BAKEMART does not demand the fulfillment of one of the term of this contract, this does not mean that BAKEMART will not demand the fulfillment of any other condition of that contract.

(3) Definition of services: Bakemart runs and operates a platform that allows Vendors to sell their products to the public over the internet and an adapted partner logistics network.

(4) Limitation of BAKEMART’S services: The service provided by BAKEMART is limited to referring customers to the Vendor and accepting orders and payments on their behalf, as well as a supporting range of logistics and marketing services, to be requested and purchased by the Vendor. This support is covered within the agreed upon level of commission and services fees.

(5) Duration and Termination of contract: This agreement is valid as soon as it is signed by the Vendor or as soon as one order on the Vendor Programme is handled by the Vendor. It remains valid until terminated by either party via a one month notice in writing.

(6) Use of Subcontractors: BAKEMART may use the services of subcontractors to execute any part of the present contract or any kind of existing or future services Bakemart can propose to Vendors and customers.

DEFINITION OF THE TERMS OF THE CONTRACT AND TERMINOLOGY
In this contract, there are technical wordings specific to e-commerce sector. In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:

VENDOR PROGRAMME: The dedicated internet website for which the access is provided by BAKEMART to the Vendor to manage his products, orders, pricing, sales operations…

CUSTOMER SERVICE : Customer Service provided by BAKEMART to manage the After Sales relationship, the confirmation of orders and all the relationship between the final customer and BAKEMART ONLINE SHOPPING.

SUPPORT CENTER: support service provided by BAKEMART to solve the issues faced by vendors as well as to help vendors growing their business.

FINAL DELIVERY: Transfer of the ownership of the product from the Vendor to the final customer.

SHIPPED: A product is considered shipped when an item is received by logistics partners.

BUSINESS DAY: A day (excluding Saturdays and Sundays) on which commercial banks generally are open for business in Nigeria.

COMPETITOR: Any private or corporate person, who directly or indirectly, engages in the sale of goods and services on the internet in Nigeria. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor

CONDITIONS: means the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Vendor and BAKEMART.

CONTRACT: The contract entered into between Bakemart and the Vendor to use of BAKEMART’s Platform for the purchase and sale of the Vendor’s Goods to customers, howsoever formed or concluded. A Contract shall include any exhibits and documentation expressly referenced therein.

CANCELLATION: The fact for the vendor to cancel and order received in Vendor Dashboard. This cancellation call also be called an out of stock (OOS) as per how it is communicated to BAKEMART customers.

FULFILLMENT BY VENDOR: Vendors is responsible for holding its stock and for providing items in a timely manner and abiding packaging Guidelines to Customers when an order has been placed by the customer.

IN WRITING/WRITTEN: includes electronic mail to the e-mail address designated by BAKEMART for the purpose of communication between BAKEMART and the Vendor, and any comparable means of communication, so long as such form results in a permanent record being made.

INTELLECTUAL PROPERTY: any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them.

PRICE : Price of the good as set up by the Vendor or modified by BAKEMART in the case of a Promotion for which the Vendors gave express agreement.

PROMOTION: is a specific and extraordinary commercial event organized by BAKEMART during which BAKEMART will highlight to its customers certain products sold at specifically attractive conditions. This event can be announced via vendor Dashboard and BAKEMART may offer its Vendor to add products with discounted sale prices. 

SALE PRICE: a discounted price that is lower than the original price of the listed product. A sale price may have a start and an end date.

CONTACT INFORMATION: All the correct and up to date informations given by the Vendor to allow BAKEMART to reach him: one single e-mail address, phone number, and physical address.

SHOP: all the products listed by the Vendor on BAKEMART ONLINE SHOPPING.

MAJOR COMMERCIAL EVENT: A commercial event during which BAKEMART will invest massively in marketing to generate significant traffic, of the highest quality (high willingness to purchase). During those events, BAKEMART will promote only the best offers from Vendors (sale prices)

GUIDELINES: Set of criteria qualifying the rules present in this contract and that the Vendor must respect regarding BAKEMART’s operating model. Those Guidelines purpose is to aim at achieving the best possible results with regard to ensuring full customer satisfaction. Guidelines are also giving details and pricing to the various services BAKEMART can offer to support that mission. Guidelines are available in the Vendor Dashboard under the tab knowledgebase.

CUSTOMER: Customer shopping on BAKEMART platform. Bakemart is the sole owner of the relationship with the customer. The Vendor is therefore forbidden to use any customer information gathered while operating as a Vendor for its own private or commercial use.

VAT: Value Added Tax as applied per the applicable tax authorities.

TAX IDENTIFICATION NUMBER (TIN) : Official Tax Identification Number or any valid tax authorities reference attached to the business of the vendor and registered to legal national authorities.

MODIFICATION AND TERMINATION OF THE CONTRACT
(1) Termination of contract by the Vendor: This contract remains valid for one year extendable by tacit agreement until one of the parties terminates it. Vendor may terminate this Contract by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt. In these 30 days, the parties have to keep respecting all the terms of this agreement. In case of Force Majeure or of non-respect of the agreements by the Vendor, the contract may be terminated immediately.

(2) Termination of contract by BAKEMART ONLINE SHOPPING : BAKEMART ONLINE SHOPPING may terminate immediately this contract if the Vendor fails to meet level of operational performance considered as bear minimum to provide a satisfactory Customer experience of purchase on the platform. Those levels and the way they are being measured are available 24/7 on the Operation Guidelines section of the Vendor Dashboard.

(3) Modification of the contract by BAKEMART: BAKEMART may change this contract at any moment. In that case, BAKEMART will communicate that change to the Vendor through an email and through a notification in the Vendor’s Dashboard.

The Vendor will then have 2 weeks to accept those changes or to communicate its disagreement. If the Vendor doesn’t agree within 2 weeks, its Vendor Account will be suspended in order to protect the Vendor from operating under un-agreed conditions.

(4) Modification of the Guidelines available in Vendor Dashboard: BAKEMART may amend terms related to the Operating Guidelines from time to time. Amendments will be effective upon BAKEMART’s posting of such updated Guidelines in Vendor Dashboard. The Vendor continued access or use of the Vendor Programme after such posting constitutes the Vendor’s consent to be bound by the Guidelines, as amended.

JURISDICTIONAL COMPETENCY AND GOVERNING LAW
(1) Governing Law: This Agreement is governed and interpreted in accordance with the law of Nigeria.

(2) Competent court: Except as provided for in below, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria 2004). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the parties herein, or in the absence of such agreement, to an Arbitrator appointed by the High Court of Lagos State. The place of arbitration shall be Lagos. Any award by the arbitration tribunal shall be final and binding upon the parties.

(3) Permanency of contractual obligations: Parties to this Agreement shall continue to uphold their respective contractual obligations at all times until the resolution of any conflict or dispute in accordance with the terms of this Agreement.

Rights and Obligations of the different parties related to the operating model
COMMUNICATION
From BAKEMART ONLINE SHOPPING to the Vendor
(1) BAKEMART ONLINE SHOPPING will communicate to the Vendor using the information given by the Vendor to BAKEMART ONLINE SHOPPING when registering on Vendor Programme. The Vendor is responsible for updating BAKEMART’s systems and teams within 24 (twenty four) hours in case of any change in its contact information.

(2) Every message send to the Vendor through his registered email in the Vendor account or via Vendor Dashboard which didn’t receive an answer or written objection within 72 (seventy-two) hours will be worth agreement between BAKEMART and the Vendor.

From the Vendor to BAKEMART ONLINE SHOPPING (1) The Vendor will communicate to BAKEMART ONLINE SHOPPING using emails, phone, or mobile messaging.

(2) The Vendor agrees to share diligently all the information needed regarding his business and operations in order to help BAKEMART ONLINE SHOPPING resolving his issues operating on the platform. The information shared must be as exhaustive and structured as possible.

EXECUTION
BAKEMART’s rights and obligation
(1) The Vendor acknowledges that the relationship between customers and BAKEMART ONLINE SHOPPING is governed by the privacy policy and the general terms and conditions, both available on the website.

(2) Product Listing and Content Management: BAKEMART will present on the website the products listed by the Vendor that passed Quality Control. The Vendor will be responsible for listing their own products.

The Vendor grants to BAKEMART the perpetual rights to use, reproduce, modify, adapt, publish, translate and create other contents and to distribute the content that the Vendor provides.

In order to maintain its reputation for quality and high standard of service, BAKEMART 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 Bakemart’s standards.

BAKEMART offers to the customer the opportunity to evaluate the products on its site. BAKEMART ONLINE SHOPPING will review these evaluations reviews and may publish them.

(3) Pricing: BAKEMART ONLINE SHOPPING is not entitled to change the prices of the products listed by the Vendor without the express agreement of the Vendor. Pricing can be adjusted 24/7 by the Vendor for any item sold on his account.

(4) Order Fulfillment: BAKEMART ONLINE SHOPPING is authorized to accept binding sales on behalf of the Vendor and will ensure that order data is passed on to Vendor through the Vendor Dashboard within one business day subject to holidays and weekends. Vendor will process the orders following the Operating Model Guidelines as available in Vendor Dashboard.

(5) Packaging Guidelines: BAKEMART ONLINE SHOPPING will provide access to the Vendor to packaging Guidelines in Vendor Dashboard. Vendor is responsible for packaging its items. BAKEMART may conduct tests and audits of the packaging practices of the Vendor. If the packaging is not matching the Packaging Guidelines, penalties may be applicable, as stipulated in the Packaging Guidelines.

(6) Promotion Feature: BAKEMART controls the placement of promoted products submitted by the Vendor through Vendor Dashboard.

(7) Payments terms: BAKEMART ONLINE SHOPPING will pay the Vendor for the products sold on Bakemart following the payment term Option agreed with BAKEMART ONLINE SHOPPING.

(8) Website: BAKEMART ONLINE SHOPPING may do changes in its website or in its services or suspend his services.

(9) Third Party Provider: BAKEMART ONLINE SHOPPING will be able to appeal to third part service providers to fulfill some part of the services to the Vendor and to the customer.

(10) Training: BAKEMART will provide to the Vendor training material as well as the support needed so the Vendor can build the level of competences and gather the knowledge needed to operate its shop on BAKEMART. Trainings are set up in order to prepare the Vendor to the management of its shop through the Vendor Dashboard Knowledgebase. This training may be provided both online or offline. BAKEMART reserve the right to charge a fee for certain training program. Vendors may be required to attend training in order to be eligible to sell on the platform.

(11) Customer Relationship Ownership: BAKEMART is the owner of the customer relationship and will share information or data related to customer only on a need to know basis, and under the understanding that the Vendor is bound to confidentiality of those information, as well as prohibited to use them in any other usage than the one expected by the operating of the Vendor Programme.

Vendor’s rights and obligation
(1) Training: Every Vendor is to guarantee that his level of understanding of BAKEMART’s operating model allows him to operate his shop independently. Training material is offered by BAKEMART ONLINE SHOPPING for the Vendor. This training is set up in order to prepare the Vendor to the management of its shop through Vendor Dashboard. This training may be provided online.

(2) Product Creation and Listing: The Vendor certifies that the description of the products listed on Bakemart are true, abide by any law applicable to the promotion of a product to an end customers, and is respectful of the product creation Guidelines as communicated by BAKEMART and available from the Vendor account.

Every item sold has to be identical to its description on Bakemart.com.ng and to the image provided. BAKEMART may inspect the products given by the Vendor in order to check their conformity with the specifications mentioned by the Vendor on its Vendor Dashboard and with the standards of quality enounced in that agreement. In case of non-conformity with the technical characteristics, with the color or image, BAKEMART will be able to return the product to the Vendor (and inflict penalties as stipulated in the Guidelines)

The Vendor will Keep BAKEMART harmless of any suit, dispute arising from presenting on the platform illegal informations or products, as well as products he wouldn’t have a valid license to operate

(3) Penalties in case of the non-respect of Jumia Quality commitment

Penalties are here to compensate BAKEMART for any extra effort required to meet our Mission of providing quality products at affordable prices to Customers, and to protect Bakemart’s brand best interests. Penalties will be enforced according to the below Guidelines but are not limited to them and are susceptible to be applied to any behavior in opposition to the Guidelines available in Vendor Dashboard and hurting Bakemart’s customer interest and / or the Bakemart Brand. Financial penalties will be deducted from the payout released to the Vendor according to the payment terms Option. The following list highlights most usual offense that would likely be subject to penalties:

(1) Non-conformity of the products

(2) Slow fulfillment of orders

(3) Cancellation of orders

(4) Lack of respect of Packaging Guidelines

(5) High rate of Returns of products

(6) Breach/infringement of any law and regulations applicable to trade by the Vendor

The amounts (in case of financial penalties) or procedures (in case of operational penalties) of those penalties are available on the Penalty Guidelines available in Vendor Dashboard and will be deducted to the Vendor payout at the frequency described in the Payment terms Options.

III. System usage agreement

GENERAL CONDITIONS OF USE OF THE VENDOR PROGRAMME
(1) Rule on the use of the Vendor Programme: Every Vendor who wants to list a product to sell through the Vendor Programme has to create an account.

A Vendor  account is private for the Vendor and cannot be transferred or ceased to any third part without the agreement of BAKEMART ONLINE SHOPPING. It is forbidden to use the account Vendor Programme for different point of sales. Each Vendor Account is therefore for one unique point of sale and for one email address.

(2) Rules of redaction of product pages: The Vendor commits into publishing products only on his behalf. Then, without the agreement of BAKEMART ONLINE SHOPPING, the Vendor cannot publish an announcement on the behalf of a third part.

BAKEMART reserves the right to:

Erase a product page published by a Vendor on the behalf of a third part without any compensation of the Vendor.
Remove without notice the Vendor account and all the products of a Vendor who would not respect this section and without any insemination.
To refuse the whole or a part of product page which would contravene these terms and conditions.
To refuse the image proposed by the Vendor for any reason, including but limited to the following reasons

The quality of this image isn’t matching Production Guidelines available in Vendor Dashboard, in terms of quality, accuracy

If the image can hurt the sensibility of customers or if the image is not compliant with moral ethic.

The products are classified on Bakemart.com.ng following a logic of ranking determined solely by BAKEMART, Vendors may where applicable purchase premium placement for their products, as detailed in the Vendor Guideline to influence such a position.

(3) Sensitive and prohibited Goods: The Vendor takes the full responsibility related to the commercialization of the products sold on Bakemart and bears full responsibility for all legal implications related to the damages any products can cause, including but not restricted to, physical and health damages, material damages, loss of business.

The Vendor guarantees that he has the right to sell every products listed on his Vendor account and that he is fully compliant with every laws of the country, including tax laws and regulations applicable.

If products have a last date of consumption, ensure that any products sold will give the customer at least 1 year before last date of consumption.

The sale of illegal articles if forbidden (below list is non exhaustive):

Currency, valid invoices from any country. Fake money and every product which counterfeit financial instruments.

Every financial instrument disapproved by applicable financial controlling authorities

Stolen or counterfeit goods

Illegal substances and products sold to produce, modify or consume illegal substances. Drugs, medicines, steroids…

Plants and animals threatened by extinction. Fur, organs, part of animals…

Any explosive material

Flammable material

Fireworks, ammunitions and every manual which would explain how to build bombs and explosives

Articles considered as being part of the historic patrimony

Every article related to hacking

Weapons and items related to ammunitions, bullets…

Fake IDS, fake birth certificate, driving license… Or any fake document

Organs

Items related to pedophilia, pornography, naked children…

Therapies

Every item which contravene to intellectual property

(4) Title and description of a product page: The only authorized descriptions are in english. The content related Guidelines available in Vendor Dashboard applies to define authorized practices on the platform

The title of the product page has to be limited to the name of its product and to its main specifications (Size, color…). All the remaining part of the description should appear in the description.

Every content of the product page should include requirement of the applicable regulation.

Should not be used links to other sites.

BAKEMART reserves the right to modify the title of the product page so that it is conformed to the conditions of use of the Vendor Programme.

The product pages are protected by intellectual property.

(5) Price: The only price indicated should be the selling price. This price should not be in the title of the product page.

(6) Photos: The photos included in the product page have to be related with the article or service proposed. It is forbidden to use logos of brands as a picture. It is forbidden to use the photos of other vendors without their approval. Those pictures are protected by intellectual property. BAKEMART reserves the right to modify the title of the product page for commercial reasons.

(7) Termination of Vendor Account: The Vendor account is free and created for an unlimited time. It can be closed at any time and without any notice of the Vendor.

COMMITMENT AND GUARANTEE OF THE VENDOR RELATED TO THE USE OF THE VENDOR PROGRAMME

(1) The Vendor ensures that the content of its product pages complies with the legal obligations of its activity.

The Vendor ensures to BAKEMART that he is the unique author of the texts, drawings, photographs… which compound the product descriptions.

Therefore, the Vendor ensures that he publishes the product page under his entire responsibility (and not that of BAKEMART ONLINE SHOPPING, his suppliers, and any other service provider of BAKEMART ONLINE SHOPPING). The Vendor commits into compensating any person who would suffer from the consequences of an illegal product.

The Vendor recognizes and accepts that BAKEMART is entitled to remove without notice or indemnity any product which would not comply with the rules of BAKEMART ONLINE SHOPPING.

Because of the specificity of its services, BAKEMART has to ask personal information about the Vendor.

BAKEMART can cooperate with authorities and give the identity of the Vendor to the legal authorities if the content of a product page does not comply with the national regulation.

(2) the Vendor commits into selling only goods that he owns or that he is entitled to sell. In case of out of stock of the product, the Vendor commits into, withdrawing the product page from its Vendor Dashboard.

(3) The Vendor accepts that because of leadtime due to QC, the product page may not go online instantly.

(4) The Vendor knows that data collected on the internet site will be retained by the Internet provider and by BAKEMART for statistical use and to answer to demands of any regulators.

(5) To be acceptable, any complaint will have to precisely indicate the defaults of the product page and to be transferred to BAKEMART by 8 days after the creation of the product page.

General conditions of transactions and payment between Bakemart and the Vendor

GENERAL CONDITIONS OF PAYMENT

(1) Payment by BAKEMART ONLINE SHOPPING to the Vendor: Payments done to the Vendor are calculated on the base of the sum of the selling price of articles delivered to customers deducted from the amounts of products returned within this same period, as well as commissions and penalties. Payment terms applicable are being described in Payment Guidelines.

(2) Payment Method: Payments are done by Bank Transfer. The vendor must enter its exact and up to date Bank information in the Vendor Dashboard. Method maybe subjected to change as described in the Payment Guidelines.

(3) Invoices: The Vendor has to provide an invoice for the customer printed from Vendor Dashboard when providing the product to be delivered to the customer.

(4) Payment Calculation: The revenue collected by BAKEMART for the Vendor is based on the orders successfully delivered to the customer. Are withdrawn of that sum, the value of items which are returned. The Vendor understands that the items shipped but not delivered yet at the moment of the payment are not included in the payment.

Any sums due to the Vendor hereunder may be applied by BAKEMART ONLINE SHOPPINH as a set off against any sums owed by the Vendor to BAKEMART ONLINE SHOPPING, or against any claims of third parties against BAKEMART ONLINE SHOPPING arising from the Vendor’s performance, under any document. 

(5) Documents Required for Payment: Every payment is dependent with the following documents:

This contract electronically signed by both parties.

(6) Sales Report: BAKEMART has provided a Sales Report via the Vendor Dashboard for reconciliation of the sales recorded by the Vendor prior to making payments and covering:

The products delivered

The products returned

The products cancelled

Any other transaction (Fees, Penalties, Correction entries)

(7) Payment Schedule: Payment Schedule and delays will follow the rules and agenda available in Vendor Dashboard.

(8) Rules relatives to payments: The profit of each transaction is private to the Vendor. It cannot be ceased or transferred without the agreement of BAKEMART.

(9) Reimbursement: There is no reimbursement after the execution of the various operational and marketing value added services BAKEMART can provide.

(10) Price: The prices are indicated in Naira, including and excluding tax.

COMMISSIONS AND FEES COLLECTED BY BAKEMART ONLINE SHOPPING

(1) Calculation of Commission: The commissions are calculated as a percentage of the full selling price and are invoiced.

(2) Invoice: On a frequency defined by Payment Guidelines, BAKEMART ONLINE SHOPPING invoices the Vendor. On this invoice may be found the commissions, fees for value added services and penalties owed by the Vendor to BAKEMART ONLINE SHOPPING.

(3) Adjustment of commissions: BAKEMART reserves the right to adjust the percentage commission, providing suitable notice of 14 days is served in advance to the Vendor. BAKEMART will duly notify the Vendor through and adequate e-mail notice of any commission changes. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

(4) Adjustment of fees: Bakemart may start charging additional fees for the sale of goods through the Bakemart platform at any point. In the event of the introduction of further fees, the Vendor will be notified prior to their commencement in writing 14 days prior and they will have the option to opt out.

(5) Fees prices: The price of the different fees, of the paying options is that one in effect the day of transaction.

BAKEMART ONLINE SHOPPING keeps for itself the possibility of modifying its prices at every moment

(6) Commissions collected by BAKEMART ONLINE SHOPPING: All the commissions collected by BAKEMART ONLINE SHOPPING on the products of the marketplace are available on the Vendor Dashboard. The fact of selling on Vendor Programme is the equivalent of accepting these commissions.

Logistics

ORDERS MANAGEMENT PROCEDURES
(1) General principles of Shipping: The Vendor will have to provide products on a timing defined by Guidelines with BAKEMART. The order has to be confirmed through the Vendor dashboard by the Vendor. That way, the Vendor gives confirmation that the product ordered by the customer has been delivered.
The Vendor commits to retrieving items that have been processed for return as outlined in the Refunds Guidelines. Failure to do so may result in forfeiture of ownership, as stipulated in the Guidelines.
The Vendor commits into processing the order within one working day after its confirmation
The Vendor commits to ensuring his items are shipped as soon as possible.

(2) The Vendor will take all the necessary care to protect the goods during transportation.

(3) In case of delay in the sourcing of products, the Vendor will communicate soonest to the customer the date when he estimates that the product is ready.

If the Vendor takes more than 1 working day to process the products BAKEMART reserves the right to cancel the order, and to charge the penalties applicable

(4) Stock Receiving: The vendor will ensure all the products mentioned in the fulfillment request are the exact products shipped to the customer. 

GENERAL PRINCIPLES REGARDING PROCESS OF PRODUCTS RETURNED

(1) BAKEMART ONLINE SHOPPING will accept products return by its customers, if the return reason respects the return policy mentioned on the website and on Vendor Dashboard.

(2) Acceptation by the Vendor of the conditions of returns of BAKEMART ONLINE SHOPPING: The Vendor will accept the conditions of return of BAKEMART, conditions mentioned on Bakemart’s website and on Vendor Dashboard. Moreover, the Vendor will renounce to his own return policy for all the orders on Bakemart.

(3) Return conditions:The Vendor is obligated to accept returns or refunds of Goods on the following cases:

Vendor Error (Customer did not receive order).

Incorrect product

Types of Goods return

For delivery failures

BAKEMART and the Vendor commits into accepting the product returned by the Customer.

(7) Reimbursement of objects sent back and penalties: If at the end of the return process, BAKEMART considers that the final customer has to be reimbursed, BAKEMART reimburses the customer and sends an invoice to the Vendor if necessary.

(8) Modification of return conditions: BAKEMART reserves the right to modify its return/refunds policy at any time and shall immediately give the Vendor 14 days’ notice prior to implementing the New Return/Refunds Policy. The Vendor will accept ALL changes in the return/refunds policy.

Liability

LIMITATION OF LIABILITY

(1) Quality and authenticity of the products provided by the Vendor: The Vendor indemnifies BAKEMART from all claims arising in relation to matters outside BAKEMART‘s control, including but not limited to the quality of goods and services provided by the Vendor.

(2) Violation of law by the Vendor: The Vendor further indemnifies BAKEMART from third parties’ claims resulting from any violation of laws and regulations by the Vendor.

(3) Malfunctions of services: BAKEMART ONLINE SHOPPING cannot guarantee that its service will be free from all malfunctions, but will exercise all diligent and reasonable care and skill to resolve any such case.

(4) Limitation of BAKEMART’s service: BAKEMART ONLINE SHOPPING commits into exercising all the necessary care to provide its internet website to the Vendors. Except any written commitment, the service commercialized by BAKEMART is limited to the broadcast of products, subscription of options, and offer of logistics and marketing services.

(5) Commercial Results: BAKEMART does not guarantee any commercial results to the Vendor concerning the products that he puts on BAKEMART’s platform.

(6) Data recording: BAKEMART will not be held responsible for the capture of data done by a third party.

(7) Sudden interruption of the service offered by BAKEMART ONLINE SHOPPING: BAKEMART won’t be held responsible for the interruptions of its internet service, mobile application, mobile website, Android Application and all the loss of data or information stored by BAKEMART ONLINE SHOPPING which could result of it. The Vendor has to take every precautions to keep all the product page he publishes on BAKEMART’s internet website.

(8) Prejudices of the Vendor: BAKEMART will not be held responsible for any prejudice and direct or indirect damages of whatsoever nature done to the Vendor because of the use, interruption or dysfunction of BAKEMART’s internet website, mobile website, Android Application or any other service provided by BAKEMART.

(9) Limitation of the contractual obligations: BAKEMART ONLINE SHOPPING, its subcontractors and suppliers won’t be held as responsible for any delays or impossibility to fulfill their contractual obligations in case of: force majeure
Interruption of the Internet website connection because of maintenance operations or refresh of information published ;
Momentary inability to have access to the internet website or mobile application because of a technical problem, whatever could be the cause of that problem.
Hack or any other cause which would interrupt the access to the internet network
Act of God, explosion flood tempest fire or accident
War or threat of war sabotage insurrection civil disturbance or requisition;
Acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority; import or export regulations or embargoes;
Interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Bakemart or of a third party);
Interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery; Power-failure or breakdown in machinery.
(10) Availability of BAKEMART’s website: The Vendor acknowledges that because of the actual technical advancement of telecommunication operators, the permanent availability of Bakemart.com.ng cannot be guaranteed.

(11) Accuracy of statistics provided by the Vendor: Because of the technical limitations and of the architecture of the website, all the statistics provided by BAKEMART ONLINE SHOPPING are only informative. Those statistics cannot be the cause of any legal action of the Vendor.

(12) Errors or omissions in the internet pages of the Vendor: Except in case of wilful misrepresentation and very serious misconduct, BAKEMART, its subcontractors and suppliers will not have to pay any compensation, financial or of any other nature because of errors or omissions in the product’s pages of a Vendor. Especially, in case of such events, the Vendor will never ask for any compensation and will always pay the fees owed to BAKEMART ONLINE SHOPPING.

(13) Responsibility of the Vendor: The Vendor is responsible for any damage caused to any third party and to BAKEMART ONLINE SHOPPNG because of the bad or illicit use of the internet website of BAKEMART. The Vendor won’t engage any legal action against BAKEMART ONLINE SHOPPING if he is himself sued by a third party because of his misuse of BAKEMART’s internet website.

(14) Compensation: The Vendors commit into compensating BAKEMART, its administrators, managers, owners, employees, subcontractors, suppliers against any loss, expense, damage or cost (including lawyers’ fees) which would result of any violation of one of the terms of this contract by the Vendor or of the misuse of the platform provided by BAKEMART ONLINE SHOPPING.

FORCE MAJEURE

(1) The Vendor, BAKEMART, its suppliers, contractors or any other employee of BAKEMART ONLINE SHOPPING will not be held as responsible for any delay or non-compliance of its services in case of force majeure. Will be considered as force majeure all the cases usually accepted by the national jurisprudence and the total or partial strikes, lock-out, impossibility to access public transportation, hurricanes, fire, floods, legal modifications of the commercial rules, and any other case which can’t be controlled by either the Vendor or BAKEMART, its suppliers or any other subcontractor.

(2) Each party will notify the other party by a notified letter if a case of force majeure takes place.

(3) In case of a case of force majeure, if the contractual obligation can’t be respected for more than a month, the parties won’t have to respect their contractual obligations anymore without any indemnity of both part.

(4) The party which is affected by the force majeure has to notify the other part with a notified letter. The affected party will take the necessary measures to limit as much as possible the effects of this force majeure.

VII. Privacy

(1) Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

(2) Each party commits into treating in confidence any of the information given by the other party because of the execution of the terms of that contract.

(3) Each party commits into using any of the information obtained only for the fulfillment of the terms of that contract.

(4) However, the obligation of conservation of secret does not extend to the information which, at the moment of their transmission, seemed obviously public or known by the public.

VIII. Intellectual property

(1) The Vendor warrants, represents and covenants that its manufacture, sale distribution and use of the Goods do not infringe directly or indirectly any Intellectual Property. The Vendor warrants, represents and covenants that BAKEMART’s feature of the Goods on the Platform does not infringe any Intellectual Property, whether directly or indirectly.

(2) The Vendor undertakes and represents to BAKEMART ONLINE SHOPPING that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Goods and the supply of the Goods and is able to grant and hereby grants and irrevocable, non-exclusive and royalty free license to use all such Intellectual Property for the purposes of marketing, promoting and featuring the Goods on the Platform. Bakemart acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Goods and that all those rights and goodwill are, and will remain, vested in the Vendor or the owner of the Intellectual Property (as the case may be).

(3) The Vendor represents and warrants to BAKEMART ONLINE SHOPPING that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Goods.

(4) The Vendor agrees to release, defend, protect, indemnify and hold BAKEMART ONLINE SHOPPING, their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Goods.

(5) The Vendor shall not be entitled to use any Intellectual Property belonging to BAKEMART ONLINE SHOPPING without BAKEMART’s prior approval in Writing.

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