Welcome to selling on Primooz.com. We
ensure products quality, quantity doesn’t matter. Please read selling policy
before you start selling on Primozy.com. We give priority to sellers right as
like buyers right.
GENERAL POLICY
1. Selling
You have to sell on Primoozy.com
not in others site like our social page or somewhere. If you sell anything
without using primoozy.com than authority don not take any responsibility of
your products, payments or service. You must have to sell products through
primoozy.com.
2. Quality
Seller must have to ensure quality
in described in products description. If you have any modification let know
your buyer. Before pickup check products quality.
3. Return & Refund
If a buyer returns the product
within 3 working days due to a quality problem or if the buyer wants a change,
the seller must return the product and replace it. The modified product must be
delivered to the buyer within 15 business days. If there is no stock, it should
be informed to the buyer. If the buyer does not want to return the modified
product, the seller must refund the price within 30 working days. If the
product is damaged due to delivery problem even after checking the quality of
the product, the decision of the authority is final.
4. Behavior
No seller can treat a buyer badly.
You can't make a statement that hurts someone's personal affairs or someone's
honor. You have to be honest about your product.
5. Offer
Vendors may not make offers to the
buyer that are not approved by the authority or that are not acceptable to
primoozy.com. If the customer gets confused by doing such a thing, then the
authority will be compelled to take action under the Consumer Rights Act by
taking the matter of the seller into consideration.
6. Payment
No seller will be able to take the
price of the product from their buyer using any external payment system. In
this case, if any evidence is found against it, then the authority will take
action against the seller.
7. Information
All sellers will give them all the
correct information. If there is any allegation of giving false information,
then the action taken by the authorities is final. Everyone's right to accurate
information must be ensured.
8. Warranty / Guarantee
If the seller has any kind of
warranty or guarantee with any product except declared by the authority, then
the seller will confirm it himself. In this case the seller will explain it
while picking up the product and ensure proper use. There will be no
intervention of the authorities in this case unless a buyer complains that his
warranty guarantee has been breached. In case of unofficial warranty /
guarantee, the authority will confirm the buyer's rights with evidence based on
the buyer's complaint.
9. Complaint settlement
If a buyer makes a complaint
against the seller, the authorities will take action based on his evidence. If
both have counter-allegations, it will be disposed of subject to evidence. No
buyer or seller can be directly abused.
10. Government Law
No product or service may be sold
which is legally punishable by the Government of Bangladesh. Primoozy does not
support or be liable for any such involvement. If any such involvement is
found, then the government of Bangladesh will take any action against the
perpetrators in accordance with the law without any interference from Primoozy.
11. Product Value
No seller can ask the next buyer
for a price higher than the price stated in the product description.
12. Packaging and Delivery
Seller can package their product(s)
and send to Primoozy. Primoozy will deliver it to customer through third-party
service. If the seller wants packaging it may cost extra for packaging.
Primoozy will take the risk of delivery and package using our own system.
SCHOPE OF USING
1. Primoozy is in the business of providing
services to facilitate E-commerce via its online marketplace at Primoozy - a
platform that enables Customers and Sellers to transact online. The Seller
wishes to sell Products on the online marketplace platform provided by
Primoozy. Primoozy offers multiple services to facilitate sales via its online
platform. The Seller appoints Primoozy as its commission agent under the terms
& conditions set hereunder.
2. This agreement expressly supersedes prior
agreements or arrangements between both Parties unless expressly agreed
otherwise between the Parties.
3. Both Parties agree that customer
satisfaction is the ultimate interest responsible for guiding the commercial
actions and behavior of both Parties.
4. Every transaction of the Seller on
Primoozy platform is bounded to the acceptance of the terms of this agreement
as well as the details, annexes, appendices, platform policies mentioned in
this agreement and/or available on Primoozy. This agreement will be considered
valid as soon as it is electronically accepted by the Seller
5. The service provided by Primoozy is
limited to referring customers to the Seller and accepting orders and payments
on their behalf as well as supporting, but not limited to, a range of logistics
and marketing services, to be requested and purchased by the Seller. This
support is covered within the agreed level of commission and any additional
service fees.
6. Primoozy may use the services of
subcontractors to execute any part of the present agreement or any kind of
future services made available to the Seller without any prior intimation.
7. Any reference in this Agreement to any
provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.
8. The platform policies are to be read into
and incorporated as an integral part of this agreement. Due to constant
improvement of Primoozy services, platform policies will evolve and change over
time (with notice to the Seller). The Seller’s use of the platform and access
to the seller center is subject to this agreement and the latest platform
policies available on Primoozy.
9. In order to maintain its reputation for
quality and high service standards, Primoozy reserves the right to delist the
Seller and to terminate the relationship with the Seller based on Primoozy
internal quality assessment of the Seller as governed by Primoozy Customer
Protection Policy.
INTERPRETATION & DEFINITIONS
Bank
Account |
The bank account specified by
the Seller in which payments are to be made |
Business
Day |
A day (excluding Fridays and Saturdays)
on which banks generally are open for business in Bangladesh |
Competitor |
Any person or entity, that
directly or indirectly, engages in the sale of Products on the internet in
Bangladesh. 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 |
Contract |
The contract entered into
between the Seller and a Customer for the sale and purchase of the Products
on the Platform |
Customer
Protection Policy |
Primoozy policy via which
Seller Performance is kept in check |
Customer |
A person, who purchases
Products on the Platform |
Dropship |
Fulfilment model whereby the
Seller is responsible for maintaining inventory of Products at own premises
and making available to Primoozy for delivery to Customers |
Primoozy
Express Delivery |
For Primoozy Express Delivery
we use third party service to deliver your products to customer’s door. Seller
have to send their products to us with packaging and we will deliver it to
customer’s. |
Fee(s) |
Any fees charged by Primoozy
for any additional services such as pickup or returns |
Final
Delivery |
The transfer of ownership of
the product from the Seller to the end customer |
Fulfilment
Center |
A facility provided by Primoozy
where all Primoozy Products are stored and where orders are processed |
Fulfilment
Model |
Fulfilment model via which the
Seller chooses to fulfil orders (Dropship, Primoozy) |
General
Terms |
The terms set out in this
agreement |
Handling
Time |
The time from forwarding of the
order by Primoozy to the Seller till dispatch of the Product by the Seller
(excluding Sundays) |
Hub |
A location owned or operated by
Primoozy or one of its logistics partner, where the Seller can drop items and
if/when eligible pick up returns |
In
writing/written |
All communications made through
the Seller Center or sent by Primoozy through courier or email |
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 |
Listed
Price |
The listing price of the
Product on the Platform and shall be that price at which the Seller informs Primoozy
that it wishes to sell any Product and which price shall include any taxes,
whether federal, provincial or local, which the Seller is required and liable
to pay on the sale or supply of each Product or type of Product. The Listed
Price shall not be higher than the price at which the Seller offers the same
Product through its own sales channels |
Penalty/Penalties |
Any financial and/or
operational penalty inflicted by Primoozy on the Seller for any breach of
Platform Policies |
Pending |
The status on the Seller Center
depicting that an order has been received and awaiting processing |
Performance
Scorecard |
The report conveyed to the
Seller by Primoozy which depicts the operational performance of the Seller |
Platform |
The website Primoozy or
any affiliate website |
Platform
Policies |
All the policies and guidelines
applicable to Sellers and available on Primoozy |
Product(s) |
The products which the Seller
intends to sell on the Platform. |
Ready
to Ship |
The Products are signaled as
being physically available, packed according to packaging guidelines and
ready to be transferred to Primoozy for delivery |
Rejected
Product |
A Product that has been shipped
but could not be successfully delivered to a Customer, for any reason
whatsoever |
Required
Product Information |
Means, with respect to each of
the Products, the following (except to the extent expressly not required
under the applicable Platform Policies): (a) detailed description, including
as applicable, specifications, location-specific availability and options,
scheduling guidelines and service cancellation policies; (b) Product numbers,
and other identifying information as Primoozy may reasonably request; (c)
information regarding in-stock status and availability, shipping limitations
or requirements, and shipment information; (d) categorization within each
Product category and browse structure as prescribed by Primoozy from time to
time; (e) digitized image that accurately depicts the Product, complies with
all Primoozy image guidelines, and does not include any additional logos,
text or other markings; (f) Listed Price; (g) any text, disclaimers,
warnings, notices, labels or other content required by applicable law to be
displayed in connection with the offer, merchandising, advertising or sale of
the Product; (h) any Seller requirements, restocking fees or other terms and
conditions applicable to such Product that a Customer should be aware of
prior to purchasing the Product; (i) brand; (j) model; (k) product
dimensions; (l) weight; (m) a delimited list of technical specifications; (n)
Product numbers (and other identifying information as Primoozy may reasonably
request) for accessories related to the Product that is available in Primoozy
catalog; and (o) any other information reasonably requested by Primoozy
(e.g., the condition of used or refurbished products) |
Return
Policy |
The policy governing the
return, refund, cancellation or rejection of products and which can be viewed
within Primoozy. |
Returned
Product |
A Product that had been
delivered but has been returned by the Customer, for any reason whatsoever |
Rules
of Packing & Shipping |
The rules governing the
dispatch and handling of the products sold by the Seller, which can be viewed
within |
Seller
Center |
The login based platform
accessible by a Seller at https://www.sellercenter.daraz.com.bd by using the
user name and password provided to it by Primoozy |
Seller
Performance |
The Seller performance in
accordance with the policies and standards defined by Primoozy |
Seller
Support Center |
The support service provided by
Primoozy to solve the issues faced by Sellers as well as help Sellers grow
their business |
Shipped |
A Product is considered shipped
and on course for delivery to the Customer |
Signup
Process |
Process via which person(s) or
entities sign up to sell on Primoozy online marketplace |
Third
Party Logistics (3PL) |
An external service provider
designated by Primoozy for shipping |
ACCESS TO PLATFORM AND SELLER CENTER
1. After going through and successfully completing the Signup Process,
Primoozy shall provide the Seller with a unique username and password to access
the Seller Center and complete the registration process.
2. The Seller is responsible for maintaining up to date information
pertaining to their business on Seller Center such as, but not limited to,
address and bank account number. Primoozy is not responsible for any liability
arising from incorrect information supplied by the Seller.
3. The Seller shall be solely responsible for the safety and security of
its password and shall not disclose its password to any third party. The Seller
is solely responsible for any use of or action taken under the password and
shall fully indemnify Primoozy from any damages or injury resulting from any
unauthorized use of its password.
4. Any correspondence or communication received through the Seller Center
and/or appointed email address shall be presumed to originate from and have been
made with the approval of the Seller and Primoozy shall be entitled to rely on
such correspondence or communication.
5. Every message sent to the Seller through his registered email in the
Seller Center account or via Seller Center which did not receive an answer or
written objection within 72 hours will be worth agreement between Primoozy and
the Seller.
6. The Seller shall complete a training module in order to be ready for
operating on the Platform.
FEATURING PRODUCTS ON THE PLATFORM
1. Primoozy shall feature the Seller’s Products on the Platform for sale
at the given Listed Price. The Platform shall show the Product as being sold by
the Seller and not by Primoozy.
2. Primoozy may offer additional promotions/discounts over and above a
Sellers Listed Price via multiple channels and the Seller agrees that this does
not constitute a change in the ownership of the Product(s). Any Commission
and/or Fees charged on such a transaction will however be upon the Sellers
Listed Price
3. The manner in which the Products are featured on the Platform and its
placement on the Platform shall be the soled responsibility of and at the
discretion of Primoozy.
4. Any particular Product(s) featured on the Platform may be delisted by
Primoozy if sale of that Product would contravene any law or the Seller
breaches any of its obligations under this agreement and in such case, the
Seller shall be notified immediately.
5. Seller shall provide Primoozy with the Required Product Information in
the prescribed format. This information must be true and in line with the
actual physical Product. The Seller will be responsible for listing their own
products.
6. Primoozy reserves the right to use, reproduce, modify, adapt, publish,
translate, create and distribute any content that the Seller provides.
7. Where at the request of the Seller, Primoozy produces digitized images
and photographs of the Product(s) for display on the Platform, Primoozy may
charge a Fee and is entitled to deduct this amount from payments made to the
Seller for the sale of any Product(s) in addition to any other amounts it is
entitled to deduct under this agreement.
8. Featuring any Product on the Platform shall constitute an offer of sale
by the Seller to all persons using the Platform.
9. Where a Customer places an order for purchasing a Product through the
Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell
the Product and a binding contract shall come into force between the Customer
and the Seller. The terms of the contract are offered by the Seller and are
agreed to by the Customer and have no relation with Primoozy.
10. Primoozy will not be responsible for, resolve or mediate any disputes
between the Seller and a Customer.
11. All Contracts entered into between the Seller and a Customer shall be
subject to this agreement and in the case of any conflict between this
agreement and the Contract or any document included in the Product(s) sent to a
Customer or implied by trade practice or course of dealing, this agreement
shall prevail.
SELLER PERFORMANCE
1. The Seller agrees to respect and follow Primoozy Customer Protection
Policy. If any changes occur in the policy, the Seller will be informed via
email.
2. Primoozy measures Seller performance on an ongoing basis and will share
a weekly performance report with the ops score of the respective Seller:
3. Primoozy will rank the Seller based on performance. There are daily
order limits associated with each rank.
4. Primoozy may, at any time, delist, downgrade or upgrade the Seller
depending on commercial and operational performance without any prior notice to
the Seller.
5. Upon delisting, the Seller may need to go through the training module
again in order to re-list on Primoozy Platform. Primoozy retains the right to
blacklist Sellers who repeatedly breach delisting thresholds and retains sole
discretion on how the re-listing process in managed.
6. Primoozy may, at its discretion, exempt certain sellers from the daily
order limitations and delisting criteria. These sellers may instead be charged
financial penalties if performance does not meet the Standard Ops Score. These
financial penalties may be deducted from the payout released to the Seller as
per payment terms. Offences that can lead to Penalties include, but are not
limited to, the following:
i.
Selling counterfeit and illegal
Products
ii.
Slow fulfilment of orders
iii.
Cancellations and orders out of
stock
iv.
Lack of respect of packaging
guidelines
v.
High rate of return on products
7. The Seller shall not make any communication to the customer in any
manner i.e. by phone, email, advertisement, promotional offer, directly or
indirectly without prior written consent from Primoozy. In the event it is
found that the Seller has communicated to the customer in any manner directly
or indirectly without prior written consent from Primoozy, then, without
prejudice to any other rights provided to Primoozy under the existing laws of
country and this Agreement, the Seller shall be liable to pay a compensation of
Tk. 1,00,000/- (Taka one lac) to Primoozy. In addition, Primoozy can delist,
downgrade the Seller from its site at such event.
SELLER OBLIGATIONS TO CUSTOMER SERVICE
1. Primoozy may forward questions or complaints received by Primoozy
Customer Service department regarding any sold Product(s) to the Seller. The
Seller shall be obliged to respond to Primoozy on all such questions or
complaints within forty-eight (48) hours of the receipt of such questions or
complaints.
2. On receiving Seller’s response to any question or complaint, Primoozy
shall promptly forward the response to the Customer.
3. If a Seller fails to respond to any question or complaint within
forty-eight (48) hours of receiving the same, the Seller or any of its Products
may be de-listed from the Platform without further notice.
WARRANTIES
1. The Seller warrants to Primoozy that all its Products sold on the
Platform, whether manufactured, imported or otherwise produced or provided by
the Seller or others, will:
i) Strictly conform to the specifications, drawings, samples, performance
criteria, and other descriptions referred to or provided on the Platform;
ii) Be of merchantable quality and fit for the purpose(s) intended; and
iii) Have all relevant regulatory permits and licenses, and conform to all
applicable laws, ordinances, codes and regulations.
2. The Seller furthermore warrants and represents to Primoozy that:
i)
It is competent to enter into this
agreement and any Contract and its entry into this agreement and any Contract and
the performance thereof have been duly authorized by all necessary corporate
action and constitutes a valid and binding agreement of the Seller, enforceable
against the Seller in accordance with the terms thereof.
ii)
The Products and their packaging
will comply with all applicable marking and labeling requirements.
iii)
None of the Products have been or
will be produced or manufactured, in whole or in part, by child labor or by
convict or forced labor.
iv)
It and its subcontractors, agents
and suppliers involved in producing or delivering the Products will strictly
adhere to all applicable laws of Bangladesh and other countries where the
Products are produced or delivered, regarding the operation of their facilities
and their business and labor practices, including without limitation working
conditions, wages, hours and minimum ages of workers.
v)
All customs duties, excises tax and
any other tax on the import, manufacture or production of the Products have
been duly paid.
vi)
It is legally entitled and
permitted to sell the Products that it is listing.
vii) The Products are not dangerous and do not contain any hazardous
substance, contraband, explosives, or any kind of prohibited material as per
law.
viii)
It will package and ship all
Products in accordance with all applicable laws and the Seller shall be solely
responsible for any violation of law and will indemnify Primoozy against the
consequences of any such violation.
ix)
All information, including but not
limited to all information furnished to Primoozy with regards to the Products
is accurate and up-to-date.
x)
It shall not host, display, upload,
modify, publish, transmit, update or share any information which infringes any
patent, trademark, copyright, proprietary rights, third party’s trade secrets,
rights of publicity, or privacy, is fraudulent or involves the sale of
counterfeit or stolen items.
xi)
All formal consents, waivers,
approvals, authorizations, exemptions, registrations, licenses or declarations
of or by or filing with, any authority or contracting party which are required
to be made or obtained by the Seller in connection with the entry into this
agreement or any Contract and the performance of the same, have been duly
obtained.
xii) The entry, delivery and performance of this agreement or any Contract
by the Seller will not violate or conflict in any material respect with any
law, statute, rule, regulation, ordinance, code, judgment, order, writ,
injunction, decree or other requirement of any court or of any governmental
body or agency thereof.
xiii)
In its performance under this
agreement and any Contracts entered into with Customers, the Seller shall
strictly comply with all applicable laws, treaties, ordinances, codes and
regulations, and specifically with any import and export, and health, safety
and environmental, laws, ordinances, codes and regulations of any jurisdiction
(whether international, country, region, state, province, city, or local) where
this agreement may be performed. Upon Primoozy written request, the Seller
shall provide any written certification of compliance required by any federal,
state, or local law, ordinance, code, or regulation.
xiv)
If necessary, the Seller shall be obliged to
procure all formal consents, waivers, approvals, authorizations, exemptions,
registrations and/or licenses necessary for Primoozy to feature the Products on
the Platform, at its own cost.
xv) Primoozy may at any point require the Seller to provide any financial,
business or personal information for any purpose whatsoever, and the Seller
shall provide the same to Primoozy within seven (7) Business Days of such
request being made.
xvi)
It is our policy to prohibit and
actively pursue the prevention of money laundering and any activity that
facilitates money laundering or the financing or of terrorist or criminal
activities. We are committed to anti-money laundering compliance in accordance
with applicable law and require our directors, officers and employees to adhere
to these standards in preventing the use of our products and services for money
laundering purposes. You warrant that you are not, in any way, actively
involved in money laundering or financing of terrorist or criminal activities
or any other illegal activity. We reserve the right to carry out necessary
money laundering, terrorism financing, fraud or any other illegal activity
check before authorizing your account, payments or processing of any applicable
refunds.
INTELLECTUAL PROPERTY
1. The Seller warrants, represents and covenants that its import,
manufacture, production, sale, distribution and use of the Products do not
infringe directly or indirectly any Intellectual Property. The Seller warrants,
represents and covenants that featuring of the Products on the Platform does
not, directly or indirectly, infringe any Intellectual Property.
2. The Seller undertakes and represents to Primoozy that it has all rights
and ownership or is a licensed user of all Intellectual Property in relation to
the Products and the supply of the Products which shall not be infringed due to
marketing, promoting and featuring the Products on the Platform. Daraz
acknowledges that it will not acquire any rights in respect of the Intellectual
Property in relation to the Products.
3. The Seller represents and warrants to Primoozy 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 Products.
4. Both parties agree to release, defend, protect, indemnify and hold
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 Products.
5. The Seller shall not be entitled to use any Intellectual Property
belonging to Primoozy without Primoozy prior approval in writing.
6. Both Parties shall not make any negative, denigrating, or defamatory
statement(s)/comment(s) about each other, the brand name, or the Platform, or
otherwise engage in any conduct or action that might tarnish the image or
reputation of Primoozy or Seller’s on the platform or otherwise tarnish or
dilute any Primoozy or Sellers’ trade mark, service marks, trade name and/or
goodwill associated with such trade, service marks or trade name as may be
owned or used by either Party.
CONFIDENTIALITY
1. All Customer information and data, designs, drawings, specifications,
communications, whether written, oral, electronic, visual, graphic,
photographic, observational, or otherwise, and documents supplied, revealed or
disclosed in any form or manner to the Seller by Primoozy, or produced or
created by the Seller for Daraz hereunder are the intellectual property of, and
confidential to Primoozy and Seller and shall be used solely by the Seller for
purposes of this agreement. All such information shall be treated and protected
by the Seller as strictly confidential, and shall not be disclosed to any third
party without the prior written consent of Primoozy, and shall be disclosed
within the Seller’s organization only on a need-to-know basis.
2. Both Parties may require their respective employees and other personnel
involved in the performance of this agreement to execute an individual
confidentiality agreement prior to any disclosure. Any non-disclosure agreement
heretofore executed by the Seller in connection with the sale of its Products
under this agreement is hereby expressly incorporated within the Contract.
3. Both parties shall immediately return to each other any information
provided, either upon demand, or upon termination of this agreement, including
all copies made by either Party.
4. Both Parties shall not publicize, disclose, or discuss the existence,
content, or scope, whether generalities or details, of this agreement or make
any reference to each other, the business of either to any third party by any means,
and through any medium (including but not limited to advertising, web site
references, photographs, articles, press releases or interviews, speeches or
programs) without obtaining prior written consent.
INDEMNIFICATION
The Seller agrees to release, defend,
indemnify and hold harmless Primoozy, including its affiliates, and any
director, officer, employee, contractor, or agent, against any costs (including
attorney fees and court costs on an indemnity basis), fines, penalties,
damages, and liabilities, arising from, alleged to arise from, or in any way
associated with:
1. any defect in Products sold to any Customer;
2. any claim made by any Customer on the basis of any Contract;
3. any defect in the packaging or shipping of a Product by the Seller;
4. any violation of any law committed by the Seller, including any failure
by the Seller to pay any required tax on the import, manufacture, production,
sale, supply, distribution or delivery of a Product;
5. any negligence or fault of whatever nature of the Seller or its
affiliates, and any director, officer, employee, contractor, or agent; or
6. any breach in any warranty or representation made herein.
LIMITATION OF LIABILITY
1. The platform and seller center, including all content, software,
functions, materials and information made available on or provided in
connection with the seller’s access to and use of the platform and the seller
center, are provided "as-is." The seller acknowledges and confirms
that it will access and use the platform and the seller center at its own risk.
to the fullest extent permissible by law, Primoozy disclaims:
2. Primoozy does not warrant that the functions contained in the platform
and seller center will meet the seller’s requirements or be available, timely,
secure uninterrupted or error free, and Primoozy will not be liable for any
service interruptions, including but not limited to system failures or other
interruptions that may affect the receipt, processing, acceptance, completion
or settlement of any contracts or transactions.
3. Because Primoozy is not a party to the contracts between customers and
sellers, if a dispute arises between them, the customer and seller release Primoozy
(and its agents and employees) from claims, demands, and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected
with such disputes.
4. Primoozy will not be liable (whether in contract, warranty, tort
(including negligence, product liability or other theory) or otherwise) to the
seller or any other person for cost of cover, recovery or recoupment of any
investment made by the seller in connection with this agreement, or for any
loss of profit, revenue, business, or data or punitive or consequential damages
arising out of or relating to this agreement, even if Primoozy has been advised
of the possibility of those costs or damages. further, Primoozy aggregate liability
arising out of or in connection with this agreement, the contracts or the
transactions contemplated will not exceed at any time the total commission
during the prior three-month period paid by the seller to Primoozy except for
under clause 5.6.
5. Any representations or warranties regarding this agreement, the
contracts or the transactions contemplated by this agreement, including any
implied warranties of merchantability, fitness for a particular purpose or
non-infringement;
6. Implied warranties arising out of course of dealing, course of
performance or usage of trade; and
7. Any obligation, liability, right, claim or remedy in tort, whether or
not arising from Primoozy negligence.
FORCE MAJEURE
1. Primoozy shall not be liable to the Seller or be deemed to be in breach
of this agreement by reason of any delay in performing or any failure to
perform any of Primoozy obligations if the delay or failure was due to any
cause beyond Primoozy reasonable control. Without prejudice to the generality
of the foregoing the following shall be regarded as causes beyond Primoozy
reasonable control:
i) Act of God, explosion, flood, tempest, fire or accident war or threat
of war, sabotage, insurrection, civil disturbance or requisition;
ii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of
any kind on the part of any governmental, parliamentary or local authority;
iii) Import or export regulations or embargoes;
iv) Interruption of traffic, strikes lock-outs or other industrial actions
or trade disputes (whether involving employees of Primoozy or of a third
party);
v) Interruption of production or operation, difficulties in obtaining raw
materials labor, fuel, parts or machinery;
vi) Power failure or breakdown in machinery.
2. Primoozy may, at its option, fully or partially suspend
delivery/performance while such circumstances continue and Primoozy shall not
be liable for any loss or damage suffered by the Seller as a result of such
suspension, including but not limited to from the Seller’s failure to fulfill
any Contract with a Customer.
DURATION & TERMINATION
1. This agreement remains valid for one year extendable by tacit agreement
until one of the parties terminates it.
2. The Seller may terminate this agreement by means of thirty (30) Days’
notice by registered letter with acknowledgement of receipt.
3. On or at any time after the occurrence of any of the events of default
in Clause 15.4 below, Primoozy shall, in addition to any rights or remedies it
may have in law, in equity, be entitled to terminate this agreement with
immediate effect by written notice to the Seller.
4. The following shall constitute events of default:
i.
The Seller being in breach of any
warranty or representation under this agreement or any Contract;
ii.
The Seller being in breach of any
obligation under this agreement or any Contract and failing to remedy the same
on or before seven (7) Business Days from receipt of a written notice from
Primoozy of such breach;
iii.
The Seller passing a resolution for
its winding up or a court of competent jurisdiction making an order for the
Seller’s winding up or dissolution;
iv.
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;
v.
The Seller making an arrangement or
settlement with its creditors generally or applying to a court of competent
jurisdiction for protection from its creditors;
vi.
The Seller ceasing or threatening
to cease to carry on business; or
vii.
Primoozy reasonably apprehends that
any of the events mentioned above is about to occur in relation to the Seller
and notifies the Seller accordingly.
5. The termination of this agreement shall not terminate any Contracts
already entered into and the Seller shall be obliged to perform all Contracts
entered into with Customers.
6. The Parties will settle all outstanding liabilities on termination of
this agreement.
ASSIGNMENT
1. The Seller may not assign this agreement or any Contract, or any part
hereof, or any money due hereunder, without the prior written consent of
Primoozy. If consent is granted, any such assignment by the Seller shall not
increase or alter Primoozy obligations nor diminish the rights of Primoozy, nor
relieve the Seller of any of its obligations under this agreement or any
Contract.
2. Primoozy reserves the right to assign this agreement, in whole or in
part, to any party, including Primoozy affiliates.
3. The Sellers shall give Primoozy prompt written notice of any change in
its ownership or organization, and changes in the manufacture or production of
the Products provided hereunder.
NOTICES
All notices between the Parties shall be
in writing. Primoozy can mail notice to the seller’s.
RELATIONSHIP OF THE PARTIES
Nothing in this agreement will create any
partnership, joint venture, franchise, sales representative or employment
relationship between the Parties or impose any liability on Primoozy in relation
to the Seller beyond that specifically expressed in this agreement as a
commission agent.
MODIFICATIONS
1. The Seller acknowledges and agrees that Primoozy may at its sole
discretion modify, amend or change any of the General Terms and Platform
Policies and such modified, amended or changed General Terms and Platform
Policies shall come into force and be binding on the Seller upon the posting of
such changes on Seller Center or on the Platform, and the Seller is responsible
for reviewing these locations and informing itself of all applicable changes or
notices. The Seller should refer regularly to Seller Center to review the
current agreement (including the Platform Policies). Primoozy will inform the
Seller of any modification via email.
The seller’s continued access and use of the platform and seller center after Primoozy
posting of any changes will constitute its acceptance of such changes or
modifications.
2. The Seller will then have fourteen (14) days to accept any and all
modifications or communicate disagreement via the Seller Center or via Email.
If there is no response from the Seller, it will count as an agreement on the
Sellers part.
FULFILMENT MODELS
The Seller has a choice between 2
different Fulfilment Models (Dropship or Primoozy Express Delivery Delivery).
When creating an account on Seller Center, the Seller is by default operating
on Dropship. The seller can apply for Primoozy Express Delivery Delivery by
contacting its dedicated account manager or the Seller Support Center.
1. Any typographical clerical or other error or omission in any
acceptance, invoice or other document on the part of Primoozy shall be subject
to correction without any liability on the part of Primoozy.
2. No waiver by Primoozy of any breach of this agreement by the Seller
shall be considered as a waiver of any subsequent breach of the same or any
other provision.
3. If any provision of this agreement is held by any competent authority
to be invalid or unenforceable in whole or in part the validity of the other provisions
of this agreement and the remainder of the provision in question shall not be
affected thereby.
4. No person who is not a party to this agreement (including any employee,
officer, agent, representative or sub-contractor of either party) shall have any
right to enforce any terms of this agreement which expressly or by implication
confers a benefit on that person without the express prior agreement in writing
of the Parties.
5. This agreement shall be governed by the laws of Bangladesh and the
Parties agree to submit to the exclusive jurisdiction of the competent courts.
6. Primoozy shall be entitled to commence legal proceedings for the
purposes of protecting its confidential information or any exclusivity rights,
as contained in this agreement, by means of injunctive or other equitable
relief.
DROPSHIP
1. Inventory Treatment:
1. The Seller is obliged to maintain inventory of all Products featured on
the Platform and update its true inventory through the Seller Center on a daily
basis.
2. In the event that the Seller reasonably anticipates that any Products
sold on the Platform may go out of stock, it shall immediately update the
inventory information in the Seller Center.
3. If an out of stock Product is shown as in stock on the Platform due to
the Seller’s inability to update the correct inventory information for that
Product on the Seller Center and a Customer places an order for the Product,
the order may be cancelled and the Seller may be penalized for breaching
Platform Policies.
2. Order Processing and Packaging:
1. Upon receipt of an order for the purchase of Products, Primoozy shall
forward the order and furnish the Seller with details relating to the ordered
Product(s) via the Seller center, including the Seller’s product or bar code
relating to the Product(s) and any other details required to fulfill the order
- as provided by the Customer. Order Status on the Seller Center will be
depicted as Pending and is a confirmation of an order placed by a Customer.
2. Upon receipt of information under Clause 6.1 above, the Seller shall be
obliged to process and package each order such that any and all sold Products
shall have a Handling Time as defined by the Sellers ranking within the
Customer Protection Policy. In case of any delay, either materialized or
foreseen, the Seller shall immediately inform Primoozy via email at seller@primoozy.com
3. The Seller is responsible to bear all costs for packing the Product(s)
and is obliged to follow the Packaging guidelines available at Packaging
Guidelines. Failure to do so will result in cancellation of orders by Primoozy
and further penalties and/or delisting. All related costs of this cancellation
will be borne by the Seller.
4. Packaging materials to be used are prescribed within the Packaging
Guidelines and can be purchased at Packaging Materials.
5. The Seller must print and pack the invoice, shipping label and returns
form generated via the Seller Center with the shipment package.
3. Shipping and Order Fulfilment:
1. Seller shall remain the sole and undisputed owner of the sold
Product(s) until it is successfully delivered to the Customer, at which point
title and ownership shall be transferred to the Customer. In case any Product
is returned or rejected by a Customer, the title and ownership of the Product
shall, immediately upon return or rejection, revert to the Seller who shall be
the sole and undisputed owner of the Product. Title and ownership of the
Products shall never pass to Primoozy.
2. The Seller acknowledges and agrees that:
i.
Neither the 3PL nor Primoozy shall
be liable for any loss including but not limited to taxes and duties levied on
the consignment arising due to confiscation of shipments by any government
agencies due to lack of proper documents.
ii.
The 3PL and Primoozy shall have the
right but not the obligation, to inspect any shipment without prior intimation
to the Seller for checking the contents. The Seller is responsible for ensuring
the correct Product(s) are sent to Customers
iii.
All parcels shall be accompanied by
the respective forms as prescribed by law to meet the requirements of any
governmental authority.
iv.
No package will be handed over to
3PL nor Primoozy Hub if the order/item status is marked as "canceled"
on Seller Center prior to its shipment.
v.
The Seller acknowledges that
Primoozy shall not be liable to pay for any payment(s) of any canceled packages
to the Customer.
vi.
For the avoidance of doubt
continuous abuse of this policy shall result in the seller’s shop being
delisted by Primoozy.
4. Cancellations, Rejections, Returns
and Refunds
1.
The Seller agrees that a Customer
may cancel an order for any Product in any category before it has been shipped
to the Customer.
2.
The Seller agrees that if the
customer cancels an order prior to the order being marked shipped, the seller
shall not dispatch any canceled status orders for shipment to 3PL / Primoozy hubs.
Any such shipment and liability associated with the same shall remain the
Sellers responsibility at all times.
3.
The Seller authorizes Primoozy to
provide the Customer with a refund where the Customer has pre-paid for the
Product and he/she cancels the order before it has been shipped or the Product
is rejected and/or the Product is returned.
4.
Where for any reason whatsoever,
any Product in any category cannot be delivered to the Customer (“Rejected
Product”), Primoozy may, at its discretion, charge the entire cost of shipping
the Product to the Seller.
5.
Unless stated otherwise in the
Return Policy in relation to any particular category of Products, the Seller
will accept returns of Products in the following cases:
i.
Defective/Damaged Product
ii.
Incorrect Product
iii.
Incomplete Product
iv.
The Customer changes his/her mind
or no longer needs the product (applicable for certain categories only)
v.
The product is unused, unworn,
unwashed and without any flaws.
vi.
The product includes the original
tags, user manual, warranty cards, freebies and accessories.
vii.
The product is returned in the
original and undamaged manufacturer packaging / box.
6.
In case of a return, Primoozy may,
at its discretion, bill the Seller for the cost of shipping the Product from
the Customer to Primoozy or to the Seller.
7.
In case of returned products,
Primoozy protects the Seller by conducting a quality control check at Primoozy
Fulfilment Center to determine the validity of the Customer’s return claim. If
the quality control identifies the customers return claim is invalid, for
whatever reason, the Product is sent back to the Customer.
8.
In case of any dispute with the
Customer as to the condition of the Product when it was delivered, the Seller
agrees that it shall be bound by Primoozy inquiry into and decision as to the
condition of the Product at the time of delivery.
9.
At the Customer’s option, the
Seller will either replace the damaged Product within the stipulated timeline
as defined in the Customer Protection Policy or authorize Primoozy to provide a
full refund. The damaged Product may be shipped to the Seller at the Seller’s
cost unless the Seller directs Primoozy to dispose the Product.
10. Primoozy may, at its discretion, bill the Seller for the cost of
shipping the replacement Product to the Customer.
11. The Seller agrees to be bound by and act in accordance with the Return
Policy. To the extent that there is any conflict between the Return Policy, the
Return Policy shall prevail.
5. Additional Services
1. Pick-up: The Seller can opt for a pick-up service, whereby Primoozy
will pick up the processed package from the Seller before dispatching to the
end Customer. Primoozy may charge a pick-up Fee and is entitled to deduct this
amount from payments made to the Seller for the sale of any Product(s).
2. Packaging and Processing (Cross-dock): Primoozy will be responsible for
processing and packaging an order once the Products are handed over via
drop-off or pick-up, by the Seller. The Seller simply needs to make the Product
purchased by the customer available to Primoozy. Primoozy may charge a
Cross-docking Fee and is entitled to deduct this amount from payments made to
the Seller for the sale of any Product(s).
3. Latest charges for all additional services can be viewed at Primoozy
6. PRIMOOZY EXPRESS DELIVERY
1. Inventory Treatment:
1. In the case the Seller opts to operate on Primoozy Express Delivery,
the Parties shall agree on the type and quantity of Products, which the Seller
shall deliver to the Fulfilment Center located at the address notified by
Primoozy to the Seller through the Seller Center. If, for any reason, the
Seller is unable to deliver the Product(s) to the Fulfilment Center, it may
request Primoozy to pick up the Product(s) from the Seller's premises or such
other location as may be notified by the Seller for which Primoozy may, at its
discretion, charge a Fee and may adjust the amount of the Fee against any
payments to be made to the Seller for the sale of any Product(s).
2. The Seller shall deliver the Products to the Fulfilment Center within
the agreed and specified timeline with Primoozy operations team.
3. Either Party may alter the type and quantity of the Products by
providing notice no less than five (5) Business days to the other Party prior
to the delivery of the Products to the Fulfilment Center.
4. Prior to the delivery, the Seller shall provide to Primoozy the
Required Product Information agreed to be delivered, which shall be accurate
(for instance a box marked as “16GB Galaxy Note” shall contain a 16GB Galaxy
Note mobile phone or box clothing marked as “Medium” shall contain clothing of
medium size). Seller shall ensure that each Product clearly states its unique
code and its Seller price, along with other code stickers and tags. Upon
delivery to the Fulfilment Center, the Seller shall produce a packing list
containing the relevant above mentioned information, which shall be confirmed
by Primoozy.
5. After the delivery, Primoozy may independently conduct a Quality Check
(QC) on the Products at the Fulfilment Center. Primoozy shall only accept the
delivery of any Product if it passes the QC, otherwise the Product shall be
returned back to the Seller within thirty (30) days of delivery to Primoozy.
6. The Products shall be stored at the Fulfilment Center until they are
sold on the Platform or returned to the Seller. The Products shall be stored at
the Fulfilment Center at the Seller’s risk. Primoozy may charge the seller a
storage Fee and may adjust the amount of the Fee against any payments to be
made to the Seller for the sale of any Product(s).
7. The Seller warrants and confirms that it shall not create any mortgage,
lien, hypothecation or any other security interest over its Products, which are
stored at Primoozy Fulfilment Center.
8. In case Primoozy decides to stop featuring any Products on the Platform
for any reason whatsoever, it shall return those Products to the Seller.
9. Primoozy may move Products among different Fulfilment Centers at its
discretion.
10. The Seller acknowledges and confirms that:
11. Primoozy shall have no duty as a bailee and the Seller waives all
rights and remedies of bailor related to or arising out of any possession,
storage or shipment of the Seller’s Products by Primoozy or any of its
contractors or agents.
12. Storing its Products at a Fulfilment Center may create a tax nexus for
it in any country, state, province, or other localities in which the Products
are sold, and the Seller will be solely responsible for any taxes owed as a
result of such storage. In case any tax is assessed against Primoozy as a
result of acting as commission agent for the Seller in connection with the
storage of the Products or otherwise, the Seller will be solely responsible for
taxes and will indemnify and hold Primoozy harmless from such taxes.
2. Order Processing and Packaging:
1. Upon receipt of an order for the purchase of any Product(s) through the
Platform, Primoozy shall be responsible for dispatching and delivering the
Product(s) to the Customer.
2. Primoozy may, as mutually agreed between Primoozy and the Seller, be
responsible for packing the Product(s) sold on the Platform on behalf of the
Seller, and may bill that cost as a service Fee to the Seller. The Seller
acknowledges and confirms that Primoozy may, at its option, use branding
materials, such as stickers, which identify that the Product(s) was sold
through the Platform.
3. Shipping and Order Fulfilment:
1. Seller shall remain sole and undisputed owner of the sold Product(s)
until it is successfully delivered to the Customer, at which point title and
ownership shall be transferred to the Customer. In case any Product is returned
or rejected by a Customer, the title and ownership of the Product shall,
immediately upon return or rejection, revert to the Seller who shall be the
sole and undisputed owner of the Product. Title and ownership of the Products
shall never pass to Primoozy.
2. The Seller acknowledges and agrees that:
3. Primoozy shall be responsible for the dispatch and delivery of any sold
Product(s) from the Fulfilment Center to the Customer in accordance with the
rules of packaging and shipping as contained within this agreement and relevant
Platform Policies.
i.
Neither the 3PL nor Primoozy shall
be liable for any loss including but not limited to taxes and duties levied on
the consignment arising due to confiscation of shipments by any government
agencies due to lack of proper documents.
ii.
The 3PL and Primoozy shall have the
right but not the obligation, to inspect any shipment without prior intimation
to the Seller for checking the contents. The Seller is responsible for ensuring
the correct Product(s) are sent to Customers
iii.
All parcels shall be accompanied by
the respective forms as prescribed by law to meet the requirements of any
governmental authority.
Important Note: If any legal problems run between Primoozy and Seller than Primoozy won’t change it otherwise Primoozy keeps the right to change it anythime and sellers must have to agree with Primoozy’s update selling/seller policy to sale on Primoozy.