NIDA & DANISH TRADING LIMITED
PLOT 35, AGGREY & LUMUMBA ROAD
P.O BOX 65063, DAR ES SALAAM
This agreement is made between
Nida & Danish Trading Limited
At Plot No. 35, Aggrey Lumumba, Ilala, Dar es Salaam, P.O Box 65063, Tanzania hereinafter referred to as “NIDADANISH” which expression shall include and extend to its permitted successors and assigns,
And
_________________________________________________________________________
At____________________________ on this Date:
Hereinafter referred to as the “VENDOR” which expression shall, where the context so requires, include VENDOR’s permitted successors and assigns.
The addresses in this agreement as mentioned above shall be each other’s notification addresses. Any changes must be submitted to the other party in writing. NIDADANISH shall be entitled to assign or transfer its rights and obligations under this Agreement to any third party without the prior consent of the other party.
RECITALS:
WHEREAS, NidaDanish is the store owner, which allows the VENDOR to list and advertise their products to buyers.
WHEREAS, the VENDOR has expressed its interest in listing its products on NIDADANISH’s website in order to advertise its products to the buyers on NIDADANISH’s website.
Article I - Purpose
The purpose of this AGREEMENT is to provide a framework of cooperation and facilitate collaboration among the Parties, on a non-exclusive basis in the Projects.
Article II - Areas of Cooperation
1. Term
NidaDanish and the vendor agree that the term of the Agreement shall commence on its above written effective date and shall continue for a period of 6 months, and for as long thereafter as it is mutually agreed between and Supplier.
Cancellation
If Vendor or Supplier is not satisfied with the program defined by this Agreement, and the results thereof, either party may terminate this Agreement by providing thirty (30) days written notice to the other aforementioned party.
Affiliate’s role
Vendor will provide product fulfillment for all sales obtained by NidaDanish in regards to all products supplied by Vendor. The Vendor is not involved in the actual transaction between the NidaDanish and the Customer. Vendor is not the agent of either NidaDanish or the Customer. Vendor retains all rights to all images of products provided and retains the right to prohibit the use of any and all images provided. NidaDanish may not use any of the images contained within the provided photos for any other purpose other than to gain sales, which will be given to the Vendor. NidaDanish may not use any images provided in any other medium than the specified website without prior written consent of Vendor. Vendor will be liable for the goods sold and any other damages that may arise from the products.
NidaDanish’s Role
NidaDanish will handle the receipt of orders and forward them to customers
2.1 Listing, ordering and shipping facilitation
The VENDOR shall list and advertise its products on NIDADANISH’s website free of charge. For every confirmed and successfully delivered order NIDADANISH shall claim a markup decided by NidaDanish. The markup for various products and product categories may be changed from time to time by NIDADANISH, at NidaDanish’s own discretion. The vendor will receive the wholesale price
From time to time, the VENDOR can agree on a marketing service agreement with NIDADANISH in order to boost the visibility of the VENDOR’s products or services on the NIDADANISH. These agreements will be separate to this AGREEMENT, and not impact on the terms herein, unless explicitly agreed in a new agreement
Orders delivery will be arranged by NIDADANISH and NIDADANISH will collect payment on behalf of the VENDOR and any delivery provider, and NIDADANISH’s commissions shall be deducted before payment is returned to the VENDOR after delivery.
When an order is placed on NIDADANISH, NIDADANISH shall arrange for delivery to the end Customer within 24 hours of the order being confirmed in Dar es Salaam, Upcountry delivery times will vary. The buyer will normally be charged a delivery fee. The VENDOR may make an agreement to cover the delivery fee if the VENDOR chooses.
Once an order is placed, the VENDOR should receive email by NIDADANISH so that NIDADANISH can arrange for the quickest delivery possible. The VENDOR will get notified via their provided email address.
If an order is placed outside the VENDOR’s working hours, the VENDOR will be notified as soon as time is inside the working hours.
VENDOR must ensure that at all times the information placed on the website is current and identical to that which it applies in its own stock. All offers that are available to customers when ordering by phone must also be submitted by VENDOR to NIDADANISH at least three (3) working days before the commencement of said offer.
VENDOR is obligated to notify NIDADANISH about any changes in items, pricing, minimum order values, promotions, discounts, opening hours, and areas of delivery (if applicable), at least three (3) full working days before they take effect. If VENDOR does not notify NIDADANISH of changes in advance, VENDOR must honour the prices on the website if CUSTOMER places an order.
VENDOR shall ensure that it has available, at all times, sufficient capacity (including staff and items) to process all orders received through NIDADANISH in accordance to the time mentioned in clause 2.2.d.
VENDOR shall pay expenses or cause to arrange the goods or product to reach at NIDADANISH offices upon the order of the customer. Same documentation will be available on the Seller Admin Dashboard.
In the exceptional case of VENDOR providing NIDADANISH with a rejection, VENDOR shall clearly state the reason/s for such rejection.
VENDOR shall have all ordered items prepared and ready for pick-up by NIDADANISH at the time indicated when accepting the order.
2.2 Payments and Invoicing
Payment by NIDADANISH to the VENDOR: Payments made to the VENDOR are calculated as the sum of the selling price, including tax, of all items delivered to customers less the sum of the selling price including tax of all items returned within this same period and less commissions and any applicable charges (for example pick-up charges) or penalties. All payments to the VENDOR shall be made in Tanzanian Shillings. All payments are done on a weekly basis.
Payment Option: Payment methods available to the VENDOR will vary from time to time, currently payments will be made by either Cheque from Nida & Danish Trading Ltd. The VENDOR must provide their exact information to NIDADANISH. Any changes or further options will be communicated to the VENDOR by email.
Invoices: By law, the VENDOR must provide an invoice to Nida & Danish Trading Ltd when providing the product to NIDADANISH to be delivered to the customer. The invoice should refer to the Nida & Danish Trading Ltd Customer Order Number, as this reference will be useful to the VENDOR if any return is needed to be processed for reclaim of VAT paid. Any legal liability incurred by non-provision of VAT invoice is solely the responsibility of the VENDOR.
Payment Calculation: The revenue collected by NIDADANISH on behalf of the VENDOR is based on the orders successfully delivered and paid for by the customer.
Any sums due to the VENDOR hereunder may be applied by NIDADANISH as a set off against any sums owed by the VENDOR to NIDADANISH, or against any claims of third parties against NIDADANISH arising from the VENDOR’s performance, under any document.
2.3 Stock & Quality Service Maintaining
We request for VENDOR full co-operation on maintaining availability of stock:
Out Of Stock (OOS Penalty): if a product is listed on the NIDADANISH website and it is Out of Stock VENDOR should close it at once.
Wrong Item / Quality: if a return is generated by the customer due to the wrong item or poor quality item being delivered
Counterfeit or Fake Penalty: If the product is returned by the customer due to the product Being counterfeit or fake
Item Forfeiture: If an item is cancelled or returned, the VENDOR will be contacted by NIDADANISH to notify the VENDOR that there is an item to be collected from the NIDADANISH hub. If the item is not collected within 14 days, the VENDOR will forfeit ownership of the item, unless expressly agreed otherwise by NIDADANISH. NIDADANISH reserves the right to dispose of the item in any way it sees fit.
2.4 Cancellations and Returns
NIDADANISH Customers have the right to cancel their orders on or before delivery, and to return the products within seven (3) days of delivery as long as
i. the products are in the same condition that they were delivered (i.e. re-sellable)
ii. if the products packaging is in initial condiiton
The VENDOR must accept these returns and issue a credit note, if the return conditions are met.
If the VENDOR offers a warranty on a product, the VENDOR must assist the Customer to receive that warrantee service in the event of any issue under the warranty conditions.
NIDADANISH will use reasonable efforts to either fulfil orders or make payment or return the products for failed or returned orders back to the VENDOR within seven (7) days of Order confirmation. If for any reason this time is likely to extend beyond seven (7) days, NIDADANISH will contact the VENDOR to agree on a way forward.
If NIDADANISH fails to complete a sale, or if the Customer changes their mind and returns the product within the one (7) day return period, NIDADANISH will use reasonable efforts to return the product to the VENDOR in unused and re-sellable condition within 14 days of the order. If the product is not returned to the VENDOR within 14 days or the product is in a damaged and unsellable condition, then NIDADANISH will pay the VENDOR for that item.
2.5 Liability for loss or damage
While NIDADANISH is in possession of products in transit from VENDOR to the Customer, NIDADANISH is responsible for protection of the product from loss or damage. Any loss or damage incurred under NIDADANISH’s possession of the products will be covered in full by NIDADANISH, except for damage that falls under product warranty.
NIDADANISH shall not be liable for any loss, damage, default, costs incurred and defect found on goods supplied or sold to customers concerning product expire date or any human effect resulted from the consumption of the good or food so supplied.
Any liability of negligence related to the production defect of the product so supplied or sold including the standard of product, warranties, genuine and any effect resulted from the good or product so produced shall remain to the VENDOR.
The VENDOR shall be liable to its product if it contravene the requirement of any law in the Country.
Article III Representations
3.1 Warranties and Representations
Each of the Parties hereby represents and warrants, as material warranties to the other as at the Commencement Date, that:-
It has full power to enter into and perform in terms of this Agreement, has taken and shall take all necessary statutory and other actions to authorise the transactions hereunder;
All authorisations and/or approvals required or advisable in connection with the entering into, performance, validity and enforceability of this Agreement and the transactions contemplated by this Agreement have been obtained or effected and are in full force and effect;
The execution, delivery and performance of this Agreement does not violate or conflict with any law, court order, judgement or any contractual obligation binding on or affecting it or any of its assets or its memorandum and articles of association;
This Agreement constitutes a legal, valid, binding and enforceable obligation of such Party.
FORCE MAJEURE
NIDADANISH shall not be liable for any delay in performing or failure to perform any of its obligations under this Contract if such delay or failure is caused by force majeure, such as civil disorder, military action, natural disaster, outbreak of pandemic such as dangerous diseases and other circumstances which are beyond the control of the Party in question. In such event, the party will give immediate notice in a possible means to the other Party of the existence of such cause or event and of the likelihood of delay.
Article IV - Entry into Force, Term and Termination
4.1 This AGREEMENT may be signed in counterparts, each of which shall be deemed an original and both of which duly executed shall constitute one entire document, and shall enter into force and effect on the date (“ EffectiveDate ”) when it is duly signed by all the Parties.
4.2 This AGREEMENT shall be amended by mutual agreement in writing and duly executed by the Parties.
4.3 This AGREEMENT shall be ongoing and automatically renewed but may be terminated by either Party at any time by giving 3 months’ notice in writing to the other Party.
4.4 NIDADANISH reserves the right to delist any VENDOR’s shop if NIDADANISH believes the VENDOR is in breach of the terms of this agreement, or if the VENDOR’s standard of service delivery to end Customers falls below NIDADANISH expectations, which will be defined at any time by NIDADANISH.
4.5 This AGREEMENT supersedes all previous agreements between the Parties relating to the Areas of Cooperation (“Previous Agreements” ) and on signing this AGREEMENT all Previous Agreement are null and void.
4.6 This Agreement shall be governed by and construed in accordance with the laws of Tanzania Mainland
4.7 If any dispute, difference or question shall at any time hereafter arise between the parties hereto or their respective representatives or assigns in respect of the construction of this Agreement or concerning anything herein contained or arising out of this Agreement or as to the rights, liabilities, or duties of the said parties hereunder:
4.7.1 The parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or in his interpretation.
4.7.2 Save as herein otherwise specifically provided, any dispute between all parties as to matters arising pursuant to this Agreement which cannot be settled amicably within thirty (30) days after receipt by one party of the otherparty’s request for such amicable settlement may be submitted by either party to arbitration.
ARBITRATION
4.10 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration Act (Cap.15). Arbitration will be undertaken by a single arbitrator appointed jointly by the disputing parties. in the event that the parties fail to reach agreement on the identity of the Arbitrator or if one party fails to nominate an Arbitrator in each case within seven (7) days of being requested to do so, then in either such case the appointment of the Arbitrator shall be undertaken by the Chairman for the time being of the Tanganyika Law Society. The place of arbitration shall be Dar es Salaam and the language to be used in the arbitral proceedings shall be English it being the intention that, if possible, the arbitration shall be held and concluded within ninety (90) days after it has been demanded.
4.11 The decision of the arbitrator, as the case may be, shall be final and binding on the parties
EXECUTION PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Dar es salaam on the day and the year first above written.
Name: .........……………..……………………………..
Signature: ...........…………………………………...
Designation:…………………………………………...
Authorized Representative to sign on behalf of:
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Name: .........……….…………………………………..
Signature: ...........…………………………………...
Designation:…………………………………………...
Authorized Representative to sign on behalf of:
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The Following Details shall be supplied by a VENDOR,
CONTACT PERSON NAME,
DEISGNATION,
EMAIL
PHONE
NATURE OF BUSINESS
WEBSITE
COMPANY REGISTRATION NO
TIN NO & VAT REGISTRATION & LINCENSE
CURRENT BANK ACCOUNT AND BRANCH
ACCOUNT NUMBER
PRICE-LIST IN EXCEL
PICTURE IF AVAIBLE IN HIGH RESOLUTION
SPECIFICATION IF AVAIBLE