Seller Policy Pages

SELLING POLICY

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

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.

Commission Structure