SELLER’s AGREEMENT

This Agreement is entered into by and between the following parties:

SHOP N’ SELL DISTRIBUTION INC., a company duly registered under the laws of the Philippines herein referred to as “SHOPN’SELL”;

-And-

______________________________, owner/proprietor, Filipino, of legal age, with residence or office address at__________________________________________________ herein referred to as “Seller/vendor”;

-Witnesseth-

Whereas, SHOPNSELL has vast marketing coverage and it offered its marketing e-commerce portal to interested seller/vendor who may sell their products online subject to the provisions of this contract;

Whereas, the Seller voluntarily and willingly registered with SHOPNSELL to become its registered/official vendor;

– Terms and conditions-

  1. DEFINITION OF TERMS:
    a. Listing Price – listing price of the Goods on the Platform (i.e., total price including any applicable tax by Law).
    b. Order – the order for the sale of Goods to a Customer through the Platform.
    c. Content Material: accurate and complete product information, text, images, and any other Goods-related information, in accordance with applicable Goods Category in the format specifically set and required by shopnsell.
    d. Customer Agreement: the agreement between SHOPNSELL and the Customer (buyer) concerning the supply of the Goods, which is the scope of the Order. The Customer Agreement shall be consummated upon receipt by SHOPNSELL of a receipt signed by the Customer by way of acceptance, or any other way, as may defined by SHOPNSELL, in its sole discretion. In such a case, the status of the Order will change to “delivered” in the IT tool provided by SHOPNSELL.
    e. Customer/buyer: a third party who purchases Goods on the Platform.
    f. Goods: the products and /or services (including any installment of the products and/or services or any parts for them) which SHOPNSELL, through the Seller, will list for sale on the platform.
    g. Pick-up fees: the fees shopnsell will charge to the seller for the pick-up of the products or goods.
    h. Registration fee– fees imposed by shopnsell to Seller after 1 year of contract, from approval of Seller for annual renewal of his/her/its registration with Shopnsell.
    i. Free Registration– the Seller may register to SHOPNSELL for free and shall be applicable only for 1 year. Registration fee shall be applicable 1 year thereafter.
    j. Admin/ web fee– The 1% of total paid fee charged to the Seller for the services that will be rendered by SHOPNSELL for the Seller.
    k. Platform: the website www.shopnsell.com.ph and/or any other internet domain property of SHOPNSELL or any of its affiliates.
    l. SKU: Stock Keeping Unit, unique identifier that refers to particular Goods among the Goods available for purchase on the Platform.
  2. The seller/vendor undertakes that it has the capacity to sell its products to online buyers or customers of SHOPNSELL in accordance with the products it posted, offered or listed through the website of SHOPNSELL.
  3. The seller/vendor herein agree to update all the time its account with ShopNSell and ensure to sell products which are only available and lawful for disposal and delivery to online buyers of SHOPNSELL; Seller shall ensure internet connectivity all the time to monitor and update seller store and dashboard.
  4. The seller/vendor undertakes to sell and deliver the same products which are in accordance with the description it posted in the website of SHOPNSELL;
  5. The seller/vendor undertakes to accept the return and exchange of products in case the following occurred:
    The conditions for a valid return from the customers are:
    1. Damaged – the product packaging and/or product itself is damaged during
    delivery.
    2. Defective – the product does not function as promised and stated.
    3. Wrong item – the product delivered to the customer is different from that it ordered as evidenced by confirmed Purchase order online. The item is considered different, if the specification or description varies from the one confirmed or purchased by the buyer.
    4. Missing parts – the product is not complete or what is delivered does not match the “what’s in the box” description or the accessories as declared product description in the online store is not included in what was delivered to the Buyer.
  6. Information About the Products or goods:
    a. The Seller shall provide the Content Material comprising accurate and complete product information, text, images and any other information related to the Goods for each type of Goods to be posted by the Seller through SHOPNSELL PLATFORM, and represent or declare it available to be listed for sale through the Platform or to be subject of sales traffic activities provided by SHOPNSELL in the format required by SHOPNSELL. The Seller will promptly update the Content Material as necessary to ensure that it at all times remains accurate and complete.
    b.
    The Seller will ensure that the Content Material, the offer and subsequent sale of any of the Goods complies with all applicable laws, regulations, and ordinances, including but not limited to minimum age, marking and labeling requirements, product warranties, specifications, drawings, samples and performance criteria, and do not contain any sexually explicit (except to the extent expressly permitted in the written form permitted by SHOPNSELL and allowed under applicable law), defamatory or obscene materials. The Seller will ensure that the Content Material, the offer and subsequent sale of any of the Goods complies with all applicable laws, regulations, and ordinances, including but not limited to minimum age, marking and labeling requirements, product warranties, specifications, drawings, samples and performance criteria, and do not contain any sexually explicit (except to the extent expressly permitted in the written form permitted by SHOPNSELL and allowed under applicable law), defamatory or obscene materials.
    c.
    SHOPNSELL reserves the right to immediately suspend the listing and sale of the Goods if it, at its sole discretion, upon the authority of SHOPNSELL determines that any part of the Content Material provided by the Seller is incorrect, incomplete or not in compliance with all applicable laws, regulations and ordinances.
    d. The Seller is prohibited from listing the following Goods in the Platform (except to the extent permitted by applicable law of the country or countries, where the Good is listed. For the avoidance of doubt, the list below is not an exhaustive list of items that may not be allowed for sale, and may be updated from time to time in accordance with the applicable laws:
    i. Weapons (including firearms, air rifle/airsoft guns, pointed and sharp objects and similar and related goods), hazardous substances, explosives and products that violate the prevailing law.
    ii. Synthetic and prohibited drugs;
    iii. Black market, counterfeit and imitated goods;
    iv. Pirated goods or copies of original goods;
    v. Goods containing profane, obscene, vulgar or sexually explicit labels;
    vi. Multi-level marketing / Networking;
    vii. Money games;
    viii. Goods that require registration with Government agencies, without said goods being registered;
    ix. Devices used in gambling;
    x. Protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.); and
    Particularly for consumer goods or goods having an expiration date, the seller must ensure that it provides the Goods with a minimum period after delivery before its expiration date, according to applicable laws and/or
    specifications.
    e. The Seller shall indemnify and hold SHOPNSELL, its affiliates, officers, shareholders, and other members, 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 claim, demand or action resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Seller.
    f. The Seller hereby undertakes and represents that it has obtained or shall obtain all necessary licenses, permits, or approvals required for the sale of the Goods through the Platform prior to the listing of the Goods on the Platform.
    g. The Seller may not in its own capacity request shopnsell to provide, any Content Material, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless the Seller has the right to publish the Content Material and has the right and license to sell such Goods under the applicable law.
    h. Content Material must be provided in the language requested by SHOPNSELLand, to the extent required by the applicable law, in English and/or in the language of the country in which the Goods are available to be listed for sale through the Platform.
    i. The Seller may request SHOPNSELL, add text, disclaimers, warnings, notices or other Content Material required by applicable laws, regulations and ordinances, to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.
    j. The Seller grants shopnsell a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Seller, and to sublicense the foregoing rights for the purposes necessary for the marketing and sale of the goods; provided, however SHOPNSELL will not alter any of the trademarks from the form provided by the Seller (except to re- size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the removal requests of the Buyer as to specific uses of such trademarks; provided further, however, that nothing in the Terms will prevent the SHOPNSELL, from using the Content Materials without the consent of the Seller to the extent that such use is permissible without a license from the Seller. For avoidance of doubt, all rights to create derivate works from the Content Material provided by Seller or otherwise commercially exploit any of the Content Material for purposes outside of this Agreement shall remain exclusively with the Seller.
    k. The Seller allow Shopnsell or buyers to use mechanisms to rate or review the Goods of the Seller and/or the performance of the Seller as a seller and SHOPNSELL may make these ratings and reviews publicly available.
    l. Notwithstanding any provision of these Terms, the Seller recognizes that shopnsell shall have the right, in its sole discretion, to determine the functionality of the Platform including the Content Material, structure, appearance, design and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including but not limited to the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).
    m. Shopnsell shall own all data, photos of products, product listing, description, product prices, documents, materials, buyers and sellers information stored in its website.
  7. Seller undertakes to attend all orientation, seminar or trainings conducted by Shopnsell for familiarization in using the platform and his/her dashboard, for the improvement of Sellers services for SHOPNSELL buyers and increase performance sale.
  8. Industrial and intellectual property rights :
    a. The Seller represents and warrants SHOPNSELL that it is the owner or has lawful rights with respect to patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights relating to the Goods and the Content Material and it is not aware of any claims made by any third party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claims, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods and by this representation to not infringe on the above-mentioned rights directly or indirectly.
    b. The Seller agrees to release, defend, protect, indemnify and hold SHOPNSELL and their respective affiliates 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 rights infringement or other claims, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.
    c. The Seller shall not be entitled to use any intellectual property belonging to SHOPNSELL without its prior approval in writing.
    d. SHOPN’SELL shall not be liable for any infringement or violation of Intellectual Property laws, rules, and regulations pertaining to products posted by the Seller using his account to Shopnsell platform.
    e. The Seller undertakes that it shall fully comply with all applicable laws, regulations, and ordinances relating to the sale of the Goods through the Platform or the rendition of services under the Customer Agreement (including but not limited to consumer protection laws, regulations, and ordinances, FDA requirements if applicable, food safety laws, regulations, and ordinances, and taxation laws, regulations and ordinances).

  9. The Seller will be responsible for all costs incurred to ship the Goods as well as the outbound cost of any failed deliveries (meaning any Customer Agreement which cannot be successfully executed because :
    a. the delivery address reported on the Order is not correct;
    b. the Customer is not reachable after various attempts –the number of delivery attempts will be defined by the carrier; or
    c. The Customer refuses and cancels the Order when the Good is delivered to the address specified on the Order) or return of Goods, including the cost of freight and transit insurance.Any costs assessed against or incurred by SHOPNSELL, in relation to shipping will be deducted from amounts payable to the Seller, or by other methods at the election of SHOPNSELL. If applicable, the Seller shall also be responsible for payment of all customs, duties, and taxes, and any other charges related to the shipping and customs clearance of Goods.
  10. SHOPNSELL reserves the right to restrict the destinations to which the Seller may ship Goods sold on or through the Platform.
  11. If the Seller ships the goods from outside of the country, the Seller will be responsible to complete the import procedures (including listing itself as the importer/consignee and nominating a customs broker). If SHOPNSELL is listed on any import documentation, the SHOPNSELL reserves the right to refuse to accept the Goods and/or cancel the Order covered by the import documents and any costs assessed against or incurred by SHOPNSELL will be deducted from amounts payable to the Seller, or by other methods at the option of SHOPNSELL.
  12. The Seller shall comply with standard operating procedures, weight and size restrictions, and other shipping and packaging requirements of the applicable appointed logistics providers, carriers, and/or SHOPNSELL. If SHOPNSELL provides the Seller with the estimated shipping costs prior to shipment, the Seller acknowledges and agrees that actual shipping costs for which Seller will be liable:
    a. maybe more than the estimated shipping costs if the carrier determines that such Goods weigh more (including based on the carriers volumetric weight calculation) than as submitted by the Seller, or
    b. may be the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by the Seller. SHOPNSELL reserves the right, in its sole discretion, to modify, restrict or cancel the use of any carrier of the Goods.
  13. Upon receipt of auto notification for the confirmed Purchase Order (P.O.) of the Buyer through SHOPNSELL Website, the Seller/Vendor must facilitate, pack and ready the item or goods in accordance with the quantity, product description and quality of the product ordered by the Buyer without damage or defect or that the same is working or usable in accordance with its purpose and all accessories if applicable is included thereto. The item must be properly packed and sealed. In case the item or product is fragile, the Seller must ensure that it is properly boxed and protected from being broken during the transfer and delivery of items to the buyer. Fragile items or goods must be properly labeled like “Fragile, Handle with Care” or any similar identification or label. The Seller must facilitate and ready the ordered items for pick-up by the delivery within 1-2 days from the date of confirmation of P.O., unless reasonable circumstances justify a longer period for Seller to ready the goods for pick-up by the Delivery/Driver. Once the product is packed and sealed the Seller must immediately send a notification using his dashboard in SHOPN’SELL notifying SHOPNSELL AND BUYER that the item is ready for pick-up and delivery to Buyer. It is the Seller’s responsibility to properly package each Good in accordance with the requirements of shopnsell. SHOPNSELL and/or the appointed logistics provider reserves the right to repack packages that do not comply with the requirements of the Carriers and/or shopnsell. SHOPNSELL shall charge a Service Fee to the Seller for these efforts.SHOPNSELL shall not be liable for any damage to the original packaging or the Good(s) if the Seller did not comply with the Packaging Guidelines as provided in Annex A.
  14. The Seller must check and verify that the items or goods before packing or sealing are in accordance with the product description, quantity, quality of the product ordered by the Buyer without damage or defect or that the same is working (in case of gadgets, device, equipment, tools or similar items) or usable in accordance with its purpose and all accessories if applicable is included thereto.
  15. SELLER’S WARRANTY :
    a. The Seller, warrants to the full extent provided for by law and the applicable manufacturer’s warranty, that the delivered Goods or services to be rendered (delivered to the Customer or to SHOPNSELL appointed location, as indicated by the SHOPNSELL or Customer) shall comply with the specifications listed on the Platform and with applicable law (that the Goods strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, quantity, labeling, safety, and hygiene requirements) and will be free from faults and defects, and for services, that they will be rendered with due care and skill necessary for that service. SHOPNSELL reserves the right to make, at any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance to the Seller by any written means within thirty (30) days of the discovery of the fault, defect or non-compliance.
    b. In the event of any fault, defect or non-compliance with the applicable law and/or specifications listed on the Platform in relation to Goods delivered to the Customer or to the shopnsell’s appointed location, or the services rendered, SHOPNSELL may request the removal of the Goods, and all costs and expenses associated with such removal will be borne by the Seller. Alternatively, shopnsell may request the Seller to collect the Goods affected by defects, faults or non-compliance and provide substitute Goods, and all costs and expenses associated with such collection and substitution will be borne by the Seller, and for services for the Seller to specifically perform the service in the manner prescribed on the Platform, all costs and expenses associated with such will be borne by the Seller.
    c. In any case, shopnsell reserves the right to demand compensation of any damage suffered as a consequence of faults, defects, and non-compliances.
    d. The Seller shall indemnify shopnsell from any cost, loss, expense, or damage deriving from any third party claims, legal actions, or proceedings brought against SHOPNSELL and deriving from or in connection with the sale and use of the defective and/or non- compliant Goods or Services.
  16. Set of procedures, instruction and orientation materials, Policies for Seller, and other information provided upon approval of Seller’s registration and during the term of this contract shall form part of this Agreement and shall be binding to Seller.
  17. SHOPN’SELL reserves all the right to immediately terminate or cancel the registration of the Seller in case of breach or violation of any of the terms and conditions in this contract without prejudice to claim for damages and exercise legal remedies.
  18. Failed deliveries and Return of Goods; In case of return or exchange of products due to the above conditions, the seller/vendor shall be liable to change the product with the proper/correct item and shall be charged of the redelivery cost for the replacement of product to be delivered to the buyer.
    a. If an order failed to be delivered to the Customer, the failed delivery items will be returned to the Seller as soon as possible, but not later than 30 DAYS from the shipped date. SHOPNSELL reserves the right to examine and determine at its own discretion if returned Goods are sellable despite having been returned and the SHOPNSELL may dispose of, or return to the Seller, such returned Goods, or if they are sellable, place such returned products back in the inventory of the Seller.
    b. Seller will accept returns of Goods as per SHOPNSELL return policy.
    c. In case of returns, SHOPNSELL will be responsible for the appropriate handling and quality check of the Goods returned and will act as an arbitrator for any disputes between the Seller and the Customer.
    d. Replacement or repair is allowed for returned Goods if the customer expressly demands for it. For failed deliveries, item refund is the only option available to Seller. Refund is allowed for Vouchers and Services if the Customer expressly demands for it and if the Seller failed to do the service in the manner as described on the platform. If a wrong voucher/s is delivered to the Customer, Seller shall cancel the wrong voucher and deliver the correct voucher within the delivery timeframe as originally stated for the voucher and service on the platform.
    e. Unless otherwise agreed in writing by the Parties, SHOPNSELL will collect, reconcile and credit to the Seller the Commission related to any returned Good or failed delivery. SHOPNSELL will not credit to the Seller any other charges and/or fees related to any returned Good or failed delivery. Seller will bear all costs associated with the return and failed deliveries including the Payment Fee and Shipping Fee as this is the cost of retailing online.
    f. If the Customer has already been charged for the Order and the return is complying with the returns policy, SHOPNSELL will execute refunds to the Customer. SHOPNSELL will route all refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse SHOPNSELL for all amounts so credited. SHOPNSELL reserves the right to modify or discontinue the mechanism for processing returns and adjustments at any time without notice.
    g. SHOPNSELL has no obligation to accept any return of Goods at SHOPNSELL’s appointed location. SHOPNSELL, however may at its sole discretion request that the Goods be returned to the SHOPNSELL’s appointed location for further quality inspection. If SHOPNSELL, directly or through a third party of its choice, determines during the quality inspection that the returned Good is faulty or damaged, that the Good cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by the Customer, SHOPNSELL will not be liable to accept the returned Good.
    h. Any items returned by the Customer will be returned to the Seller not later than 30 days from the shipment date. SHOPNSELL will use its best efforts to return the said Goods within a much shorter timeframe. However due to the multiple steps on processing such as time for the Customer to return, return logistics and quality check and factors which may be beyond SHOPNSELL’s control, the same cannot guarantee a fixed time line.
    i. SHOPNSELL will organize the delivery of returned Goods received at the SHOPNSELL’s appointed location to the address indicated by the Seller. The address must be in the country innwhich the Goods are listed for Sale on the Platform.
    j. Seller is not allowed to reject a returned item (no upfront rejection), and is required to follow the claims process prescribed by SHOPNSELL. In case a Seller rejects a returned item, Seller waives its right to file an appeal against the SHOPNSELL’s return decision and for all claims against SHOPNSELL returned Goods.
    k. The Seller is responsible for any non-conformity or defect in, or any public or private recall of, any of the Goods. The Seller shall promptly notify the SHOPNSELL of any such non-conformity, defect, or public or private recall or the threat thereof and cooperate and assist the SHOPNSELL in connection with any recalls, including by initiating the procedures for returning Goods to the Seller under the standard processes of SHOPNSELL. The Seller will be responsible for all costs and expenses the Buyer, SHOPNSELL, or any agent or independent contractor or subcontractor incur in connection with any recall or threatened recall of any of the Goods (including the costs to return, store, repair, liquidate or deliver to the Seller or any vendor any of these products);
    l. SHOPNSELL shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage arising from or relating to the coordination of the delivery of the returned Goods, the return of the Goods or the quality inspection of returned Goods – including, but not limited to, the decay of perishable Goods in respect of all direct and indirect losses, special or consequential, including but not limited to loss of revenue, loss of business, loss of anticipated savings or lost profits.
    m. SHOPNSELL shall not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any failed delivery and returned products and will claim all costs incurred in that respect from the Seller.
  19. COMMISSION RATE: By using SHOPNSELL online portal marketing, the Seller/vendor herein agree to commission rate to be imposed on each product sold and delivered to the customers/purchasers, which shall be collected by Shopnsell from Seller/Vendor through the payment system established in the SHOPN’SELL PLATFORM.The Commission rate of SHOPNSELL is set in separate document referred to as Annex A- Sellers Commission Rate.SHOPNSELL reserves the right to increase, modify or change the applicable commission rate imposed to the SELLER AFTER 1 YEAR OF CONTRACT with SHOPNSELL, with the consent of the former. SHOPNSELL shall also impose additional fees to Seller AFTER 1 YEAR OF CONTRACT with SHOPNSELL:- REGISTRATION FEE 100.00/YEAR(shall be increased every year thereafter), but shall not exceed Php 2,000.00
    – ADMIN FEE 1 %
    impose against the net price sold by the Seller;
    – Pick-up Fees-
    where pick-up service is applicable or requested by the Seller, rates will be communicated to Seller to be charged by SHOPNSELL.

  20. Shopnsell imposes no fixed fees, no listing fees, and no hidden costs. It only charges a commission per order, based on the unit price of Sellers product, subject to other provisions provided in COMMISSION RATE CLAUSE.
  21. Commission SHALL be charged by SHOPN’SELL only when an item, product or goods has been paid by and delivered to the customer. Once delivered, the purchase transaction will be updated in Shopnsell system and it is automatically calculated from the unit price you have set.
  22. PAYMENT OF PURCHASE PRICE BY CUSTOMER: The purchase price or payment by the BUYER for the products of the seller shall be directly paid and collected by Shopnsell, through the payment system provided in the platform including Cash-on Delivery payment by Buyer.
    a. SHOPNSELL will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Seller and will have the exclusive right to do so, and will remit such funds to the Seller in accordance with the Terms. As a payment processing agent, shopnsell shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the Orders made through the Platform. The Seller undertakes that all payment transactions are in compliance with the applicable law (including anti-laundering regulations).
    b. SHOPNSELL will reconcile and pay to the Seller all payments, in accordance with the Terms. Unless otherwise agreed in writing, Payments shall be made on a weekly basis, in accordance with the following payment mechanism:i.Shopnsell shall apply its appropriate commission charges to the seller’s weekly sales and release the weekly accumulated sales to Sellers deducting thereto the commission charged by the shopnsell.
    ii. Purchase price shall be released to SELLER on a weekly basis. The cut off date is from Monday to Sunday. Payments shall be processed on the following week between Monday up to Friday, through the bank account provided by the Seller.c. If SHOPNSELL concludes that the actions and/or performance of the Seller, in connection with the Seller Agreement, the Customer Agreement, and the Terms may result in Customer disputes, chargebacks or other third party claims, or there are any sums owed by the Seller to shopnsell, or any claims of third parties against the SHOPNSELL arising from the Seller’s performance, act, or omission, whether under purchase order or under any other document, then SHOPNSELL may, in its sole discretion, withhold any Payments for the shorter of:
    i. period of ninety (90) days following the initial date of suspension;
    ii. Completion of any investigation(s) regarding the acts, omissions, and / or performance of the Seller in connection with the Seller Agreement, Customer Agreement and the present Terms.d. In case of breach of contract by the Seller, SHOPNSELL shall, without limitation, have the right to delay or suspend Payments. Payment made by SHOPNSELL shall not in any way be considered as a waiver of its rights under the Terms or the provisions set out in the Order.
  23. The Seller shall be responsible to file, submit and pay the applicable taxes imposable to his earnings receive from sale of products. In this case, SHOPNSELL shall not withhold any taxes from seller, but the seller undertakes to perform his tax obligations to the Philippine Government. Any tax liabilities imposable to the income receive from sale by the seller shall be on his account and shall hold SHOPNSELL free from such liabilities.
    a. The Seller shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Seller undertakes to shopnsell it shall pay all such taxes, duties, fees and other charges on time. To the extent required by the applicable law, SHOPNSELL shall be entitled to withhold any and all taxes in connection with the Payments.
    b.In the event that SHOPNSELL is held liable for any taxes in connection with the Payments, the Seller shall indemnify the SHOPNSELL for such tax liability irrespective of when such tax liability is assessed.
  24. INDEPENDENT SELLER:
    a. SHOPNSELL is not a party to transactions between Customers and the Seller, and the Seller hereby SHOPNSELL,SHAREHOLDERS, DIRECTORS its respective affiliates, agents, contractors, and employees from Claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and  undisclosed, arising out of or in any way connected with such transactions.
    b. The Seller, and SHOPNSELL are all independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not cause the establishment of any direct relationship of employment between SHOPNSELL and the Seller. The Seller will have no authority to make or accept any offers or representations on SHOPNSELL.
    c. The Seller shall not subcontract any of its rights or obligations under this Agreement without the prior written consent of SHOPNSELL.
    d. The Seller releases SHOPNSELL and agrees to indemnify, defend and hold harmless SHOPNSELL (and its respective officers, shareholders, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a “Claim”) arising from or related to:
    i.The actual or alleged breach or failure to comply by the Seller and/or its agents or contractors of any obligations under the Seller Agreement or the Customer Agreement;
    ii. Any sales channels of the Goods owned or operated by the Seller (including the offer, sale, fulfilment, refund, return or adjustments thereof), the Content Material of the Seller, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related hereto;
    iii. The taxes of the Seller; or
    iv. One or more Operator taking legal action against SHOPNSELL arising out of or connected with the Seller Agreement.
    e. Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall oblige SHOPNSELL or Seller to engage in any action or omission to act which would be prohibited by or penalized under the laws or regulations of the Philippines or any other country.
    f. If at any time, SHOPNSELL reasonably determines that any indemnified Claim might adversely affect SHOPNSELL, SHOPNSELL may take control of the defense at the expense of the Seller in consultation with the Seller on defense proceedings and Seller shall cooperate in all reasonable aspects with SHOPNSELL in relation to the proceedings.
    g. These Terms will not create an exclusive relationship between SHOPNSELL, and the Seller. Nothing expressed or implied in these Terms is intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of SHOPNSELL and the Seller.
    h. As between the Seller and SHOPNSELL, the Seller will be solely responsible for all obligations associated with the use of any third party service or feature that the Seller permits SHOPNSELL to use on its behalf, including compliance with any applicable terms of use.
    i. SHOPNSELL reserves the right to delegate or sub-contract the performance of any of its functions in connection with the performance of its obligations under the Seller Agreement and reserves the right to use any service providers, subcontractors and/or agents on such terms as SHOPNSELL deems appropriate.
  25. The seller agrees to provide its bank account details to Shopnsell as required in the “Vendors application” for remittance of its weekly accumulated sales.
  26. The vendor/seller shall be directly liable to the customer in case of defective, incomplete, damaged, unfit or wrong item delivery to the customer and shall ensure that the same are properly and timely replaced with correct products or items as soon as possible or within the time prescribed for the return and change of products, as per the customer’s order; The Vendor/Seller shall ensure to communicate with the Buyer to attend all their concerns for exchange and return or replacement of products as stated in the foregoing statement.
  27. The seller/vendor, through shopnsell online/e-commerce portal, undertake to conduct or transact its business of selling lawfully, shall not defraud or prejudice the buyer, the customers, and shopnsell, and undertake to perform all undertakings, obligations, and duties herein provided in this agreement.
  28. Termination and Withdrawal:
    a. In case of violation or breach of the terms and conditions of this agreement, prejudicial acts, fraud or deceit committed by the seller/vendor, shopnsell shall have the immediate right to terminate this contract, and held the seller/vendor liable for any damage caused to the customers/buyer without prejudice to any other criminal or civil liability it may arise from such unlawful acts.
    b. SHOPNSELL has the right to unilaterally and immediately terminate the Seller Agreement and the Terms upon the occurrence of any of the following events:
    i. The Seller being in breach of any obligation or warranty under the Seller Agreement and failing to remedy the same within TEN (10) days from receipt of a written notice from SHOPNSELL of such breach;
    ii. the making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
    iii. the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
    iv. the Seller ceasing or threatening to cease to carry on business; Notwithstanding the foregoing, SHOPNSELL will have the right to unilaterally terminate the Seller Agreement and the Terms without cause, at SHOPNSELL sole discretion, with fourteen (14) days’ notice to the Seller of such termination.
    c. The Seller has the right to unilaterally terminate the Seller Agreement within fourteen (14) days after the occurrence of any of the following events:
    i. SHOPNSELL delaying payment for more than thirty (30) days without valid reason according to the Terms;
    ii. SHOPNSELL delaying returns for more than sixty (60) days without valid reason according to the Terms;
    iii. the making of an administration order in relation to SHOPNSELL or the appointment of a receiver over SHOPNSELL assets;
    iv. SHOPNSELL making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
    v. SHOPNSELL ceasing or threatening to cease to carry on business;
    vi. Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller Agreement and the Terms without cause, at Seller’s sole discretion, with fourteen (14) days’ notice to SHOPNSELL of such termination.
    d. Before termination of the Seller Agreement, the Seller shall inform SHOPNSELL of all concluded agreements entered into with Customers, which have to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfillment of the pending Orders according to the specific fulfillment model agreed with SHOPNSELL. If the Seller fails to do so, SHOPNSELL may cancel the Orders and may impose the Service Fee applicable to that order to be deducted from any Payments to be paid by SHOPNSELL to the Seller.
  29. Shopnsell, shall ensure proper accounting of all purchased or sold products of seller and ensure weekly payment/remittance to the bank account of the seller/vendors.
  30. Any breach of the terms and conditions provided in this contract, by either party shall, give rise to a lawful cause of action for damages;
  31. The parties to this contract agrees to exhaust all administrative remedies as condition precedent before filing any legal action in court, to settle any issues or controversies that may arise from this agreement or transaction.
  32. Privacy Policy: The Parties herein agree to be bound by the Privacy Policy of Shop’NSell as separately provided. Shop’nSell reserves the right to update, change or replace its privacy policy from time to time or as needed to conform to statutory rules and regulations and other privacy laws.
  33. Other Rights and Obligations: The enumeration of the rights, powers and obligations encapsulated in this Agreement, in respect of each of the Parties shall not in any way be deemed to exclude other things, powers, rights, and obligations which are not enumerated but are deemed necessary and incidental for each Party to carry out the intents and purposes of this Agreement.
  34. Confidentiality of Information: The Seller/Vendor hereby, during the life of this Agreement, undertake not to disclose and/or share, use, any information, brochure, documents (hard copy or electronic or soft copy), furnished by the company. All data and information acquired with respect to this Agreement shall be confidential and shall not be disclosed to any other person or entity at any time during the life of this Agreement and the confidentiality shall be extended until the termination thereafter.
  35. Court and Law Applicable: This Agreement shall be governed by, and interpreted in accordance with, the laws of the Philippines. The parties agree, in case of conflict or litigation arising from any of its provisions, to submit to the jurisdiction of the proper court sitting within Metro Manila to the exclusion of all other tribunals or courts of law.
  36. Invalidity: If any provision is found to be void or unenforceable by the court, the other provisions not affected should remain valid and enforceable.
  37. Notice: Any notice, demand, or communication shall be sent by either party to the other at the address indicated above. It may be delivered in person, by registered mail, or by email, which shall be deemed as sufficient compliance for any legal purpose.
  38. EFFECTIVITY: This Agreement shall be binding upon the parties’ effective from the approval by SHOPNSELL of the seller’s registration unless otherwise terminated by either party for reasonable grounds.
  39. This Agreement is entered into willingly, voluntarily and both parties have negotiated the terms and conditions herein set forth and the same has been understood and mutually agreed.

By clicking, I Agree to the above terms and conditions and hereby confirm my understanding for the above provisions and voluntarily submit myself upon these undertakings and obligations.

SHOPNSELLDISTRIBUTION INC.,
As of 05 July 2020

 

ANNEX A

This document forms part of the Seller’s Agreement.

Applicability : below rate is applicable to Sellers belonging to FIRST 100 batch of Sellers as Identified and certified by SHOPNSELL.

COMMISSION RATE

1ST YEAR (1- 12 MONTHS):    10 PERCENT (10%) of the listed selling price/per product/per sale

This document should remain confidential and must not be disclosed to any third person not authorized by SHOPNSELL.

 

Approved by Shop N’Sell Distribution Inc.

Issued as of 31 July 2020

Conforme: