Buybooks.ng Vendor Service Agreement
As a demonstration of our commitment to quality and service delivery, Buybooks NG Limited (“Buybooks”, “Buybooks.ng” “us”), Nigeria’s Number 1 Online Marketplace for books opened up its online platform to Nigerian businesses to enable vendors sell their products “Books, audio books and E-Books”, giving instant nationwide access to your products. Vendors can also enjoy all the benefits that comes with having an online store by being able to sell their products to customers all over Nigeria. Businesses that sign up to Buybooks.ng’s vendor account will have a free microsite “online store page” provided for them, and Buybooks.ng will provide additional value-added services including but not limited to marketing, customer service and logistics partnerships to cater for customers in all 36 states in Nigeria as well as Abuja. Buybooks.ng will also provide dedicated account managers to all Vendors. Vendors can greatly increase sales and revenue by partnering with us, while we worry about getting their products to customers all over Nigeria. We also provide convenient payment terms for the proceeds of Vendors’ sales. Buybooks.ng offers its customers both prepaid and pay-on-delivery payment options for goods purchased. All Vendors have to do to enjoy all these benefits is to review and accept the terms and conditions of the Buybooks.ng Online Marketplace Service Agreement below. Buybooks.ng reserves the right to alter these Terms & Conditions at any point without notice, by updating the content on the Buybooks.ng website.
In consideration of the mutual covenants set forth in this Agreement, Vendor (“Also referred to as Seller or Merchant”) and Buybooks.ng (jointly referred to as “Parties” and individually as a “Party”), Vendor hereby agree as follows:
1. Services Rendered
The Seller agrees to compensate Buybooks.ng for the services rendered listed in section 2 below (“Services”).
2. Delivery of Services
Buybooks.ng will use reasonable diligence in rendering the Services offered to the Seller, which include the following:
– Online storefront tailored to the Seller with payment gateway at Buybooks.ng;
– Access to Seller Dashboard and other account management systems;
– Access to a dedicated account officer and other account management services;
– Access to logistics partners;
– Provision of analytics;
– Seller Services Helpline Number (Mon – Fri; 08:00 – 18:00)
– E-marketing, and other marketing services as available and appropriate.
Buybooks.ng may at its sole discretion add or remove Services from the above list from time to time and some of the new services may attract separate charges, in which case the Seller will be informed before provision of the said services.
Buybooks.ng reserves the right to alter or vary the available Services, the nature of the Services and any charges at its sole discretion.
The Seller agrees to use reasonable diligence in providing Buybooks.ng with genuine products, up-to-date product quantity information and accurate product information.
For all of the Services provided by Buybooks.ng under this Agreement, the Seller shall compensate Buybooks.ng, with commissions or other payments as required, in accordance with the terms of the ‘Commission Structure’, which will be communicated to all sellers; or agreed in advance between both parties, or detailed elsewhere on the Buybooks.ng website.
Every Merchant shall have an opening/ minimum balance of N0.00 (Zero Naira) only in his/her Buybooks.ng Vendor payment wallet upon registration with Buybooks.ng. Buybooks.ng shall have the right to deduct commissions for all fulfilled Orders directly from the Merchant’s Buybooks.ng Wallet.
Buybooks.ng will from time to time review the category commission structure and will notify the Seller of any changes by communicating directly to sellers, or publishing the same on the Seller Dashboard portal, or on Buybooks.ng’s website not less than fourteen (14) days before any variation in commission rate or charging structure takes place. Buybooks.ng will remit payments for sales generated by the Seller on its platform minus the agreed commission and all applicable taxes as soon as products sold have been delivered and applicable return period has lapsed, or as agreed between the Parties.
The Seller and Buybooks.ng acknowledge and agree that the scope of work and all other documents and information related to the development of the Services (the “Confidential Information”) will constitute valuable trade secrets of Buybooks.ng. Seller shall keep the Confidential Information in confidence and shall not at any time during or after the terms of this agreement, without Buybooks.ng’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public.
5. Independent Contractor
Buybooks.ng shall be deemed as an independent contractor. Buybooks.ng will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Seller will not withhold or pay any income tax, social security tax, or any other payroll taxes on Buybooks.ng’s behalf. Buybooks.ng is also not responsible for remitting or paying VAT (Value Added Taxes) on behalf of the Seller. Buybooks.ng understands that it will not be entitled to any fringe benefits that Seller provides for its employees generally or to any statutory employment benefits, including without limitation, worker’s compensation or unemployment insurance.
6. Entire Agreement
This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. Buybooks.ng reserves the right to alter these terms and conditions at any point without notice, by updating the content on the Buybooks.ng website.
Seller warrants that everything it gives Buybooks.ng to use in the delivery of the Services or any deliverable is legally owned or licensed to the Seller. The Seller agrees to indemnify and hold Buybooks.ng, its employees and associates harmless from any and all claims brought in the performance of the Services.
Seller shall indemnify and hold Buybooks.ng harmless in respect of any action that may be taken against it, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of law, regulation and/or any of the obligations and warranties under this Contract – by any third party in respect of the Contents and/or the Services and/or any and all activities related and connected to the Contents and/or the Services, irrespective of any direct liability of the Seller (“Third Party Claim”).
8. Limitation of Liability
A) Not withstanding applicable returns policy, Merchant further covenants to:
Pick up fresh returned orders from the Buybooks.ng Pick Up Centres within 7 days of notification of such return via sms or e-mail, failing which, the order will be sent back to Buybooks.ng’s Warehouse and another notification to the merchant to request for the delivery of same at our rates.
If the item remains unrequested for while at the Buybooks.ng Warehouse, Buybooks.ng shall send a notification of the daily cost of demurrage to the merchant at N200.00.
If the merchant fails to respond after 10 days, Buybooks.ng shall notify merchant by sending reminder emails or sms everyday, for an extra 4 days.
In the event that the goods are not picked up from the Pick Up Centres after 7 days and still remain un-requested for after 14 days elapses, such Merchant goods shall be destroyed by Buybooks.ng. Merchant hereby indemnifies Buybooks.ng against any such claims and holds Buybooks.ng non-liable for the disposal of such returned goods referred to in the clauses above.
B) Merchant agrees to indemnify, defend and hold harmless Buybooks.ng against and from any third party claims (including reasonable legal or arbitration costs) arising from:
any breach or default on the part of the merchant of any obligations
negligent act or omission of merchant; or willful violation of the law, wrong description and price of products advertised; or an offence committed by merchant,
provision of fake or prirated, inferior or substandard products that have been sold as genuine;
provision of used, refurbished or damaged products that has been sold as new or unused;
Listing and selling products that have not been authorised for sale by the appropriate regulatory body (including but not limited to the NCC, etc);
Fails to meet the Quality of Service Standards (QoS) as defined in the Seller ratings system (details on request);
Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading.
9. Term & Termination
Either Party shall have the right to terminate this Agreement for cause immediately and without notice in the event of a breach of the obligation under this Agreement by the other Party.
Buybooks.ng has the right to evict the Seller from Buybooks.ng if any, or a combination, of the following breaches are committed:
– Fails to make a product that has been sold on Buybooks.ng Online Marketplace available for delivery within three (3) business days after it was supposed to be available for delivery;
– Provides fake, inferior or substandard products that have been sold as genuine;
– Provides used, refurbished or damaged products that has been sold as new or unused;
– Lists and sells products that have not been authorised for sale by the appropriate regulatory body (including but not limited to the NCC etc);
– Fails to meet the Quality Of Service Standards (QoS) as defined in the Seller ratings system (details on request);
– Engages in any activity which would be considered illegal under Nigerian law, or engages in any activity that could be considered as fraudulent or misleading;
– Engages in any activity that brings Buybooks.ng, or any of Buybooks.ng’s partners or other Online Marketplace vendors into disrepute.
Buybooks.ng reserves the right to alter these QoS rules at any time, and in the event of any changes Buybooks.ng will inform the Seller by publishing the same on Buybooks.ng’s website. Buybooks.ng will send a formal warning to the Seller after each incident.
10. Policy on Counterfeit, Refurbished and Unauthorised Products on Buybooks.ng Online Marketplace
Buybooks.ng is committed to delivering high quality products and service to customers at all times, and we strive to ensure that all products sold by Vendors via the Buybooks.ng Online Marketplace are held to the same high standards. Buybooks.ng Online Marketplace has zero tolerance for counterfeit or pirated products, and does not allow the sale of pirated, unoriginal, fake/replica, refurbished or otherwise unauthorised items. It is the responsibility of each merchant to source and sell only authentic items. If a merchant is determined by Buybooks.ng to have sold inauthentic or otherwise unauthorised goods, Buybooks.ng may suspend or terminate the merchant’s ability to sell on Buybooks.ng immediately and without warning, and current and future payments held by Buybooks.ng on the merchant’s behalf may be forfeited and withheld in accordance with Buybooks.ng.com’s Non-priated Items Policy.
Sellers shall be responsible for insurance in relation to goods shipped to customers.
12. Copyright and Infringement Trademark
Buybooks.ng respects all copyright and trademarks of others. As a Seller on our website you must in turn respect these rights. Buybooks.ng will immediately terminate or suspend a seller who infringes another’s trademark or copyright.
13. Independent Contractors
The Parties hereby enter into this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee of the other or enter into any agreement or legally binding commitment or statement on the other’s behalf or in the other’s name.
14. Restrictions and Prohibitions
– All product descriptions must be true, accurate and non-misleading.
– Products sold by Sellers must not be pirated, fraudulently obtained or involve the sale of counterfeit or stolen items.
– Sellers must not infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; Buybooks.ng will in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of sellers who may be infringers.
– Sellers must comply with governing laws, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising).
– Products/description of products must not be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities.
– No display of images containing pornography is permitted.
– You must not sublease Your account or give another access to Your account or sublease Your Store to third parties;
– Sellers must not incur liability for Buybooks.ng and its subcontractors or expose them to undue risk or otherwise engage in activities that Buybooks.ng, in its sole discretion, determines to be harmful to Buybooks.ng’s affiliates, operations, reputation, or goodwill.
– Sellers must not post or display any materials that exploits or otherwise exploits children under age of 18 years.
– Sellers must not conduct activities such as gambling, sweepstakes, raffles and lotteries through or on the site.
15. Force Majeure
The Parties agree that there shall attach no liability for any inability to carry out any obligations under this Agreement if is attributable to an event of force majeure including but not limited to systems downtime, server failure, civil commotion, strikes or lock outs, war, flood, insurrection and other acts of God PROVIDED however that where an event of force majeure subsists for more than One (1) month the Party affected by such force majeure event shall be deemed to have voluntarily excused itself from the transaction contemplated by this Agreement.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria in force from time to time and any disputes arising out of or in connection with this Agreement ,shall be settled by both parties taking reasonable steps to amicably resolve any dispute or misunderstanding;
Where the Parties are unable to resolve the dispute amicably within 30 (thirty) days from receipt of a written notification by a Party of the existence of a dispute, the parties shall in good faith settle the dispute by Mediation administered by the Oyo state High court, under its procedures. The duration for mediation shall not exceed 6 weeks. Each party shall be responsible for its own mediation expenses.
17. Buybooks.ng’s Right to Sue
All Vendors hereby agree and accept that Buybooks.ng has the right to sue any merchant who has contravened or contravenes any of the laws here in , or promulgated by the Federal Republic of Nigeria(i.e. Standard Organisation of Nigeria(SON)) or any of the laws of Nigeria which deems the act of the merchant criminal and intolerable.
CONTRACT TERMS AND CONDITIONS FOR MERCHANT WARE HOUSING IN Buybooks NG Limited WAREHOUSE FACILITY.
BY USING THE WAREHOUSING AND STORAGE SERVICES PROVIDED BY Buybooks NG Limited YOU EXPRESSLY AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
A. WAREHOUSE AND COMPANY – the term “warehouse” and “company” refer to Buybooks NG Limited.
B. MERCHANT DEPOSITOR- the term Merchant depositor means – A Merchant who stores their goods in Buybooks.ng’s warehouse, Owner of Goods or its lawful agent and to whom the Buybooks.ng Warehouse Invoice is issued.
C. GOODS- the term goods means the goods Buybooks.ng Merchant Depositor tenders or presents to Buybooks.ng for Storage by the Merchant and identified on the face of the invoice given to the Merchant before ingestion into Buybooks.ng Warehouse.
D. INGESTION OFFICER- is Buybooks.ng’s ware house storage facility staff who ingest the Merchant Depositor’s goods for storage.
E. CLASS OF STORAGE – GENERAL AND SPECIAL
F. WORKING HOURS- 9:00am – 4:00pm excluding weekends and public holidays declared by the Federal Government of Nigeria.
G. SLOW SELLING- “Goods tendered by a Merchant depositor for storage but have poor sales history”
H. BUYBOOKS.NG Management BOARD- the board enables a merchant view transactions in relation to his goods.
2. CONSENTING TO TERMS AND CONDITIONS
The terms and conditions here-in provided are electronically published on www.buybooks.ng, please note that this includes the quotation provided by Buybooks.ng for warehousing goods, both are hereby deemed accepted by a Merchant upon tendering goods for the purpose of storage in Buybooks.ng’s Warehouse. These terms may be amended by Buybooks.ng as deemed necessary, without notice. Kindly note that this terms and conditions do not cover or apply to any terms and conditions of shipping or other services the company may provide to the Merchant Depositor. The other services are governed by their individual Terms and Conditions which are provided separately and guided and posted on the appropriate site.
3. DECLARATION OF OWNERSHIP OF GOODS
The Merchant Depositor hereby declares that he is the rightful owner and/or has lawful possession of the Goods tendered to Buybooks NG Limited for storage. Merchant further declares that it has sole legal rights to store Goods tendered, to release Goods, and to instruct Buybooks.ng regarding delivery or disposition of the Goods. Merchant Depositor agrees to notify all parties acquiring any interest in the Goods of the terms and conditions of Buybooks.ng’s Warehouse as contained herein and also agrees to indemnify and hold Buybooks.ng harmless from any claim by third parties relating to the ownership, storage, handling or delivery of Goods, or from any other services provided by Buybooks.ng under this Warehouse Terms and Conditions. Such indemnification shall include any Attorney fees or costs incurred directly or indirectly due to any claim by a third party, regardless of whether or not litigation is actually filed in a court of law.
4. TENDER FOR STORAGE
The Merchant shall deliver all goods for storage to Buybooks.ng’s Warehouse between the working hours of 9:00am – 4:00pm. All goods herein delivered shall be appropriately packaged and labelled by the Merchant depositor.
Merchant depositor warrants that the Goods are new, in a sellable package, properly labelled, and classified for safe handling and there by suitable for storage in Buybooks.ng’s Warehouse. The Buybooks.ng ingestion officer has the right to reject all goods which are inappropriately packaged or unsuitable for storage due to the nature of goods.
B. ADEQUATE INFORMATION FOR IDENTIFICATION OF GOODS TENDERED FOR STORAGE BY MERCHANT
Upon ingestion the Buybooks.ng Merchant Depositor shall provide a comprehensive manifest showing marks, brands, or sizes to be ingested and accounted for separately, and the preferred class of storage. Merchant must also indicate Items that require controlled temperature, special treatment or specific storage and delivery conditions.
C. WARRANTY FOR PERMISSIBLE GOODS
Buybooks.ng Vendors Depositor hereby warrants that the goods tendered to Buybooks.ng for warehousing are strictly the permissible class and quantities in the relevant Nigerian regulation. Merchant shall advise Buybooks.ng in the event the goods need to be specially stored to prevent damage and aid safe storage and handling of goods. In the event the Merchant Depositor breaches any of the foregoing warranties related to tender of hazardous materials or dangerous goods, or otherwise delivers any such unfit Goods to Buybooks.ng, Buybooks.ng shall be entitled to exercise all available remedies including the immediate destruction or removal of the Goods from the warehouse without notice to Merchant Depositor. In the event of the foregoing breach of Merchant Depositor warranties, Merchant Depositor shall be liable for all expenses costs, losses, damages, fines, penalties or other expenses of any sort incurred by Buybooks.ng in connection with the removal, or destruction, or handling of the Goods and shall indemnify Buybooks.ng against all amounts, liabilities, claims, or damages arising in connection with the Goods.
D. COMPLIANCE WITH ALL RELEVANT LAWS AND REGULATIONS
Merchant Depositor shall comply with all government laws, regulations, legislations in relation to all goods tendered to Buybooks.ng for storage, Merchant depositor shall supply such information and documents as are necessary to comply with all laws, rules and regulations and also aid Buybooks.ng in keeping the goods safe, proper handling etc. All information and documents must be fully, accurately and timely tendered alongside the Goods to be warehoused, failure to do same makes the Merchant Depositor liable to Buybooks.ng and he shall indemnify Buybooks.ng for all consequence for such failure or negligence. Merchant Depositor warrants its compliance with all applicable laws, rules, and regulations including but not limited to customs laws, import and export laws and similar laws related to anti-corruption and anti-bribery.
E. COMPLETION OF NECESSARY INGESTION FORMS
All Merchant depositors must fill out the forms provided on the website accurately. Upon ingestion into the Buybooks.ng Warehouse a Merchant must bring the completed form along. In the event a Merchant Depositor fails to complete his form, his goods will not be ingested. The quantities indicated in the batch must match exactly what is supplied.
5. DURATION OF STORAGE,CHARGES,PROCESSING AND RETURNS
A. DURATION OF STORAGE AND CHARGE
Buybooks.ng shall deduct the warehousing fee based on the weight of the items to be ingested into the warehouse. Please note that the fee is strictly for warehousing and handling, it is therefore separate from the Standard Commission deducted upon the successful sale and delivery of a Vendors Goods. All Merchant Depositor sales will be reviewed after 40 days, if a Merchant Depositor’s Goods are “SLOW SELLING”, the goods will be removed from the inventory and the Merchant Depositor must pick up same from the warehouse within 14 days without fail. After the 14 days lapses all “SLOW SELLING” Goods shall be forfeited.
All orders will be processed from the Warehouse and the Merchant Depositor shall be able to view all transactions at all times on the “Sellers dashboard”.
All returned goods and products here-in will be managed by Buybooks.ng for the duration the Vendors Depositor’s Goods are in the warehouse.
6. LIMITATION OF LIABILITY
A. Buybooks.ng SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO GOODS TENDERED BY MERCHANT DEPOSITOR, STORED OR HANDLED HOWEVER CAUSED, UNLESS SUCH LOSS OR DAMAGE RESULTED FROM THE FAILURE OF Buybooks.ng TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL INDIVIDUAL WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND Buybooks.ng IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.
B. WHERE LOSS OR DAMAGE OCCURS TO TENDERED, STORED OR HANDLED GOODS, FOR DAMAGES WHICH OCCURS BEYOND Buybooks.ng CONTROL, Buybooks.ng IS NOT LIABLE, THE DEPOSITOR SHALL BE RESPONSIBLE FOR THE COST OF REMOVAL AND DISPOSING OF SUCH GOODS AND THE COST OF ANY ENVIRONMENTAL CLEAN UP RESULTING FROM THE LOSS OR DAMAGE TO THE GOODS. Buybooks.ng shall under no circumstance be responsible for tempering goods or storing same in a humidity controlled environment.
C. In the event there is a loss or damage of goods stored for which Buybooks.ng is legally liable, MERCHANT DEPOSITOR declares that Buybooks.ng’s liability for damages shall be limited to the lesser of the following: (i) the actual cost to MERCHANT DEPOSITOR of replacing the lost, damaged, and/or destroyed goods (ii) the declared market value of the lost, damaged, and/or destroyed goods on the date MERCHANT DEPOSITOR tendered and successfully warehoused the goods in Buybooks.ng’s warehouse.
D. Buybooks.ng’S liability for damaged goods shall be MERCHANT DEPOSITOR’S exclusive remedy against Buybooks.ng for any claim or cause of action whatsoever relating to the loss, damage and/or destruction of goods and shall apply to all claims including inventory shortage and mysterious disappearance claims unless MERCHANT DEPOSITOR proves by affirmative evidence that Buybooks.ng converted the goods to its own use.
E. MERCHANT DEPOSITOR hereby waives any rights to rely upon any presumption of conversion imposed by law.
F. CONSEQUENTIAL DAMAGES- In no event shall MERCHANT DEPOSITOR be entitled to incidental, special, punitive, or consequential damages from Buybooks NG Limited.
7. INSPECTION & SECURITY
All Goods are subject to inspection by Buybooks.ng; and by any duly authorised government or regulatory entities. Buybooks.ng may at its convenience choose to inspect the goods tendered by Merchant depositor, Buybooks.ng is however not obligated to carry out such inspection except as mandated by law. As earlier provided Buybooks.ng reserves the right to unilaterally reject any Goods tendered by Merchant Depositor for Warehousing if it deems it unfit, pest infected or unacceptable for storage under Buybooks.ng’s Warehouse Receipt, after completion of inspection.
All Merchant Depositor goods stored in the warehouse are insured.
Buybooks.ng shall have a lien against the goods covered by this receipt and on the proceeds thereof for all charges for storage, handling, including demurrage, insurance, labor, and other charges present or future with respect to such goods and for expenses necessary for preservation of such goods or reasonably incurred on their sale pursuant to law.
Both parties shall communicate all written notices by any commercially reasonable means of communication and address it to:
Director Commercial Operations
16 New Court Road, Old Gbagi, Ibadan, Oyo State, Nigeria
to a Merchant Depositor at his last known address or email as provided on Buybooks.ng’s records. The Merchant Depositor is presumed to have knowledge of the contents of all notices transmitted in accordance with this Section within five days of transmittal.
11. WAIVER – SEVERABILITY
Buybooks.ng’s failure to insist upon strict compliance with any provision of this Terms and Conditions shall not constitute a waiver or estoppel to later demand strict compliance thereof and shall not constitute a waiver or estoppel to insist upon strict compliance with all other provisions of this Terms and Conditions. In the event any clause or part of these Terms and conditions or part thereof shall be declared invalid, illegal and/or unenforceable, the validity, legality and enforceability of the remaining sections and parts shall not, in any way, be affected or impaired.
12. HEADINGS ARE NOT BINDING
The use of headings in this Terms and Conditions are for ease of reference only. Headings shall have no effect and are not considered to be part of or a term of these Terms and Conditions.
13. Buybooks.ng WAREHOUSE INVOICE
All invoices would will be issued electronically and deducted from sales upon confirmation of delivery.
14. GOVERNING LAW AND JURISDICTION
This Terms and Conditions and the legal relationship between the parties hereto shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. In the event of any dispute or disagreement, both parties agree to first of all attempt to settle the matter amicably, if the matter cannot be settled within 14 days both parties agree to settle the dispute by adopting an Alternative Dispute Resolution medium i.e. Mediation. These shall be filed in accordance with the provisions of the Oyo State High Court. Both Parties agree that the hearing(s) shall be held in the City of Ibadan. Each Party shall be responsible for its own mediation fees.
ANY SPECIAL AGREEMENT OUTSIDE THESE TERMS AND CONDITIONS MUST HAVE BEEN SIGNED OFF BY “THE DIRECTOR COMMERCIAL Buybooks NG Limited”.