MEATSTORE VENDOR E-CONTRACT This contract will consistently change for the enhancement of our services. We will, therefore, use this e-contract to always keep you updated. You need to deliberately read each new version of the update and accept it for your continuous use of the Vendor Store. After the issuing of a new Contract, a Vendor will be given one week to accept the terms. If not, the related Vendor Store account will be suspended. These conditions will be applied to all the orders processed after the electronic signing of the contract. Please, contact your dedicated Vendor Manager or Market Place Support Center if you wish to gain more clarifications on the terms of this contract.     Contents   I.   Scope and definitions for the Contract a.   Definition and presentation of the object relative to this contract b.   Terminology and definition of the terms of the contract c.   Termination and Modification of the contract d.   Governing Law and jurisdictional competency II.  Duties and rights of the different parties a.   Communication i.    The Vendor’s duties and right ii.   MeatStore’s duties and right b.  Execution i.    Duties and Rights of Vendors ii.   Duties and Rights of MeatStore iii.  Penalties for default of MeatStore Quality Commitment III.  Agreement on System Uses a.     Prerequisite of Use of The Vendor Store b.     Commitment and guarantee of the Vendor’s use of the vendor store. IV.   General conditions of transactions and payment between MeatStore and the Vendor a.      General conditions of payment b.      Commissions and fees collected by MeatStore V.     Force Majeure  VI.    Different types of Order Management.       Flat Rate Order b.       Express Order c.       Local Pick-up Order   I. Scope and definitions for the Contract a. Definition and Presentation of the object relative to this contract (1) Scope: The present contract is established in order to set up the contractual relationship between the Vendor (of the one part) And, MeatStore subsidiary of DATA TECHNOLOGIES LTD, a limited liability company registered under the Companies and Allied Matters Act 1990 with its office at No.10, Nike Avenue, G. R. A., Enugu, Nigeria (hereinafter also referred to as “MeatStore”). Whereas: The Vendor is a company registered under the laws of the Federal Republic of Nigeria, selling fresh meats, seafood, and other related products to final customers. DATA PORT TECHNOLOGIES LTD is in the business of providing ICT solutions for businesses and services, thereby facilitating e-commerce experience in Nigeria, via its online retail platform www.meatstore.com.ng. The Vendor intends to sell products on MeatStore’s platform and MeatStore agrees to allow the Vendor to use its website platform for this purpose on the terms and conditions contained herein below. The Parties have thus agreed to enter this Agreement based on the terms and conditions hereunder set out. This contract expressly replaces prior arrangements and/or agreements with the Vendor.   Rules available in Vendor Store may apply to certain services, such as Operating Standard Rules, promotion, and such guidelines will be disclosed in Vendor Store rules are in addition to, and shall be deemed a part of, the present Contract for the purposes of the applicable Operating Standard Rules. The Rules shall prevail over this Contract in the event of a conflict with respect to the applicable Services. (2) Acceptance of the contract: Every transaction of the Vendor on MeatStore’s platform is tied to the acceptance of all the terms of this contract as well as the details, annexes, and appendices mentioned in this contract and accessible on www.meatstore.com.ng and to Vendor’s renunciation to claim any of its own general terms and conditions of sales. (3) Customer Satisfaction as the common interest of both parties: By signing this agreement both parties agree that customer satisfaction is the ultimate interest guiding the commercial actions and behaviors of both parties. Therefore, any condition of sales opposed by the Vendor to MeatStore will be null and void. This contract will be considered as valid as soon as the Vendor would have signed it or processed an order through www.meatstore.com.ng. If at any point or for any reason, MeatStore does not demand the fulfillment of one of the terms of this contract, this does not mean that MeatStore will not demand the fulfillment of any other condition of that contract. (4) Definition of services: Dataport Technologies Limited runs and operates an online market platform known as MeatStore which allows Vendors to sell their products to the public with a trained and suitable logistics partner network. (5) Duration and Termination of contract: This agreement is valid as soon as it is signed by the Vendor or as soon as one order on the Vendor Store is handled by the Vendor. It remains valid until terminated by either party through a one-month notice in writing. (6) Use of Subcontractors: MeatStore may use the services of subcontractors to execute any part of the present contract or any kind of existing or future services MeatStore can propose to Vendors and customers. (7) Limitation of MeatStore’s services: The services provided by MeatStore is limited to referring customers to the Vendor and accepting orders and payments on their behalf, as well as, a supporting range of marketing and logistics services, to be purchased and requested by the Vendor. This support is covered within the agreed-upon a level of commission and service fees.  b. Terminology and definition of the terms of the contract In this contract, there are terms specific to the e-commerce sector. In this  Agreement, the following words and expressions shall have the following meanings: Vendor Store Account:  The dedicated internet website for which the access is provided by MeatStore to the Vendor to manage his products, product upload notice, pricing, orders, sales operation, etc.Product Upload Notice: This is a product listed by the Vendor on Vendor Store in order to be sold on MeatStore’s platform. A product upload notice is made of the product name, the product description, pictures of the product, and the selling price of the product.Customer Service: Customer Service provided by MeatStore to manage the after Sales relationship, the confirmation of orders, and all the relationships between the final customer and MeatStore.Vendor Support Center: Support service provided by MeatStore to solve the issues faced by vendors as well as to help vendors grow their businesses.Delivery: Shipment of the product from the Vendor to the final customer.Shipped: A product is considered shipped when that product has left the vendor or one of its logistics partner and it’s on the way to the buyer.  Ready to Ship: The products are signaled as being physically available, prepared, packed, and ready to be transferred to the delivery personnel for onward delivery to the buyer.Business day: A day (excluding Sundays).Competitor: Any private or corporate person, who directly or indirectly, engages in the sale of fresh meat, seafood and other related products sold on MeatStore’s platform on the internet in Nigeria. 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.Conditions: This means the general terms and conditions set out in this document and (unless the context otherwise requires) any specific terms and conditions agreed in writing between the Vendor and MeatStore. Contract: The contract entered into between MeatStore and the Vendor to use MeatStore’s Platform for the sale of the Vendor’s products to customers, howsoever formed, or concluded. A Contract shall include any exhibits and documentation expressly referenced therein.Cancellation: The fact for the vendor to cancel an order received in Vendor Store. This cancellation can also be called an Out Of Stock (OOS) in communications with  MeatStore’s customers.In writing/written: Includes electronic mail to the e-mail address designated by MeatStore for the purpose of communication between MeatStore and the Vendor, and any comparable means of communication, so long as such form results in a permanent record being made. Product Upload Price: Product upload price of the product as setting up by the Vendor or modified by MeatStore in the case of a Promotion for which the Vendors gave express agreement.Promotion: It is a specific and extraordinary commercial event organized by MeatStore during which MeatStore will highlight its customer’s certain products sold at specifically attractive conditions. This event can be announced via Vendor Store and MeatStore may offer its Vendor to add products. The submission of the product is done through the promotion feature in the Vendor Store.Promotion feature: Is available from the main page of the Vendor Store and allows the Vendor to submit products to a promotion. MeatStore then evaluates the submitted products and select the best of them. By joining a promotion the Vendor authorizes MeatStore to modify the listing price of the submitted products.Special Price: A discounted price that is lower than the original price of the listed product. A special price has a start and an end date.Contact details/information: All the correct and up to date information given by the Vendor to allow MeatStore to reach him: one single e-mail address, phone number, and physical address.Vendor Manager: A MeatStore professional agent specialized in supporting commercial growth and relevancy of a Vendor on the MeatStore’s platform. The attribution of a Vendor Manager to a vendor is solely under MeatStore discretion.Product: All the products listed by the Vendor on MeatStore.Value-Added Services: List of logistics, warehousing, commercial, and marketing services proposed by MeatStore, its partners, and affiliates to the Vendor and for which the Vendor can subscribe against the payment of a fee.Commercial event: A commercial event during which MeatStore will invest massively in marketing to generate significant traffic, of the highest quality (high willingness to purchase). During those events, MeatStore will promote only the best offers from Vendors (special prices, promotion)Rules: Set of criteria qualifying the rules present in this contract and that the Vendor must respect regarding MeatStore Operating Standard Rules. Those rules’ purpose is to aim at achieving the best possible results with regards to ensuring full customer satisfaction. Rules are also giving details, pricing, hygiene codes, and ethical standards to the various services the vendor must adhere to. Rules are available in the footer of the Vendor Store under the tab Standard Operation Rules.              SKU: Stock Keeping Unit describing a unique type or item being sold.Customer: MeatStore is the sole owner of the relationship with the customer shopping on MeatStore’s platform. The Vendor is therefore forbidden to use any customer information gathered while operating as a Vendor for its own private or commercial use.VAT: Value Added Tax as applied per the applicable tax authorities. Third-Party Logistics: Third-Party Logistics provider, a logistic partner providing the array of logistics services sold by Meatstore. c.    Termination and Modification of the contract. Termination of contract by the Vendor: This contract remains valid for twelve months extendable by tacit agreement until one of the parties terminates it. The vendor may terminate this Contract by means of thirty (30) days’ notice by registered letter with acknowledgment of receipt. In these 30 days, the parties shall continue to comply with all the terms of this agreement. In the case of Force Majeure or non-compliance with the agreements by the Vendor, the contract may be terminated immediately. (b) Termination of contract by MeatStore:  MeatStore may terminate immediately this contract if the Vendor fails to meet the level of operational performance considered as a bare minimum to provide a satisfactory Customer experience of purchase on the platform. Those levels and the way they are being measured are available 24/7 on the Rules section of the Vendor Store. (b) Replacement of an invalid term: If a term of this agreement is not valid, MeatStore will replace it with a valid term which is as similar as possible to the invalid one. The validity of the rest of the contract remains unchanged. (c) Modification of the contract by MeatStore: MeatStore may change this contract at any moment. In that case, MeatStore will communicate that change to the Vendor through an email and through a notification in the Vendor’s Store account. The Vendor will then have one week to accept those changes or to communicate its disagreement. If the Vendor doesn’t agree within one week, its Vendor Store Account will be suspended in order to protect the Vendor from operating under un-agreed conditions. (d) Modification of the guidelines available in the Vendor Store: MeatStore may amend terms related to the Standard Operation Rules from time to time. Amendments will be effective upon MeatStore posting of such updated Standard Operation Rules in Vendor Store. The Vendor continued access or use of the Vendor Store after such posting constitutes the Vendor’s consent to be bound by the Standard Operation Rules as amended. d.  Governing Law and jurisdictional competency (a) Governing Law and competent court:  This Agreement is governed and interpreted in accordance with the laws of the Federal Republic of Nigeria. Except as provided for in below, any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federal Republic of Nigeria 2004). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the parties herein, or in the absence of such agreement, to an Arbitrator appointed by the High Court of Enugu State. The place of arbitration shall be Enugu. Any award by the arbitration tribunal shall be final and binding upon the parties. (b) Permanency of contractual obligations: Parties to this Agreement shall continue to uphold their respective contractual obligations at all times until the resolution of any conflict or dispute in accordance with the terms of this Agreement. II. Rights and Obligations of the different parties. Communication i. From the Vendor to MeatStore (1) The Vendor will communicate to MeatStore using emails, phone or mobile messaging, in case the Vendor is followed up by a dedicated account manager. Emails and phone contact information can be found up to date in the Vendor’s Store account. (2) The Vendor agrees to share diligently all the information needed regarding his business and operations in order to help MeatStore resolve issues emanating from the platform. The information shared must be as exhaustive and structured as possible. ii. From MeatStore to the Vendor (a) MeatStore will communicate to the Vendor using the information given by the Vendor to MeatStore when registering on Vendor Store. The Vendor is responsible for updating MeatStore systems and teams within 24 (twenty-four) hours in case of any change in its contact information.  (b) Every message sent to the Vendor through his registered email in the Vendor Store Account which doesn’t receive an answer or written objection within 72 (seventy-two) hours will be deemed to signify an agreement between MeatStore and the Vendor. b. EXECUTION i. Obligations and rights of Vendors (1) On-Line Presence: The Vendor commits to constantly monitor order notifications on the Vendor Store by being actively on-line during business hours for prompt preparation and packaging of the customer’s order. (2) Training: Every Vendor is to guarantee that his level of understanding of MeatStore operating standard allows him to operate his store independently. Training material is offered by MeatStore for the Vendor.  This training is set up in order to prepare the Vendor for the management of its shop through the Vendor Store. This training may be provided online. (3) Product Listing: The Vendor certifies that the description of the products listed on MeatStore is true and abide by any law applicable to the promotion of a product to the customers as communicated by MeatStore and available from the Vendor Store account. Every item sold must be identical to its description on www.meatstore.com.ng and to the image provided. MeatStore may inspect the products given by the Vendor in order to check their conformity with the specifications mentioned by the Vendor on its Vendor Store and with the standards of quality announced in that agreement. In case of non-conformity with the hygiene standards/codes or in case of health default and measurement variation, MeatStore will be able to return the product to the Vendor (and inflict penalties as stipulated in the Operating Standard Rules) The Vendor will keep MeatStore harmless of any suit, dispute arising from presenting on the platform illegal information or products, as well as products he wouldn’t have a valid permit to operate. (4) Pricing: The Vendor is responsible for setting the prices of its products listed on www.meatstore.com.ng. The price must abide by any pricing law in effect for the full duration of the listing. Simply put, the price of the product must be the prevailing market price. The Vendor ensures that every effort is being made to limit to the barest minimum the number of disputes over its products regarding quality and prices. (5) Stock Level and Order Fulfillment:  The Vendor certifies that for all its products listed on the Vendor Store, the stock indicated as available is consistent with its real stock immediately available. The Vendor will process the order as per the shipping guideline subscribed by the customer, following the detailed Shipping Guideline available on the Vendor Store. The Vendor will process orders and arrange delivery with all reasonable care and diligence the moment receipt of confirmation of sale is received through the Vendor Store. Orders should be confirmed through Vendor Store and dropped off or picked up before the maximum fulfillment time displayed on the Vendor Store. Late fulfillment, repeated cancellations, or any actions bringing prejudice to the customer purchasing experience will result in penalties applied to the Vendor on the Operating Standard Rules.
The Vendor will process the orders, prepare the package, the invoice for the customer, and the acknowledgment of receipt.
The Vendor has to name one dedicated employee for the management of its stock on MeatStore.
If for any reason the vendor is unable to fulfill orders for a substantial period of time, the vendor must turn off all SKUs of his store at least 24 hours and shall thereby notifying MeatStore three business days before his departure to avoid failure to fulfill outstanding orders. (6) Packaging Meat: The Vendor will package each processed order following the Meat store Packaging Guidelines is available in the Vendor Store (7) Returns of products: The Vendor commits to respect both the General Principles Regarding Process of Returned Items mentioned in the Return Guidelines available in Vendor Store. (8) Guarantee of products:  The Vendor commits to providing quality, safe, and healthy fresh products. (9) Counterfeited/Spoilt/Decayed products: The Vendor commits to providing only genuine, fresh, and healthy products and abides by every applicable law and regulations regarding the sale of those products to a buyer. Any disrespect of this term may lead to immediate termination of the contract, and the Vendor shall keep harm-free MeatStore from any dispute regarding a breach of such laws and regulations. (10) Promotion Feature: When the Vendor submits its products to promotions using the promotion feature in the Vendor Store, the Vendors agreed to sell on www.meatstore.com.ng for the period mentioned in the promotion description at the price entered in the promotion feature. When joining a promotion, Vendor approves MeatStore to change the price of its listed products during the agreed period and respect the promotion guidelines as available in the Vendor Store. (11) Payments terms: The Vendor will be paid following the payment term Option agreed on withMeatStore and available in Vendor Store. (12) Major commercial events: When joining major commercial events on MeatStore by proposing products to be added to the promotion and subjected to receive traffic, the Vendor agrees to respect the Commercial Events Guidelines as available in Vendor Store.  (13) Content provided by the Vendor to MeatStore: The Vendor grants to MeatStore the perpetual rights to use, reproduce, modify, adapt, publish, translate and create other content and distribute the content that he provides. In order to maintain its reputation for quality and high standard of service, MeatStore reserves the right to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints, or fails to comply with other quality standards. (14) Ownership of Customer Relationship: The Vendor guarantees that MeatStore is the owner of the customer relationship. The vendor doesn’t have the right to directly contact the customers. ii.  Obligations and Rights of MeatStore (1) Ownership of Customer Relationship: The Vendor acknowledges that the relationship between customers and MeatStore is governed by the privacy/data policy of MeatStore and the general terms and conditions, both available on the website. (2) Product Listing and Content Management: MeatStore will present on the website the products listed by the Vendor that passed Quality Control. The Vendor will be responsible for listing its products. The Vendor grants to MeatStore the perpetual rights to use, reproduce, modify, adapt, publish, translate, and create other contents and to distribute the content that the Vendor provides. In order to maintain its reputation for quality and high standard of service, MeatStore reserves the right to delist the Vendor and to terminate the relationship with the Vendor if the Vendor repeatedly receives bad reviews or complaints or fails to comply with other MeatStore’s standards. If the Vendor is delisted, MeatStore reserves the right to share the Vendor’s contact information as well as the content the Vendor created on Vendor Store. MeatStore offers to the customer the opportunity to evaluate the products on its site. MeatStore will review these evaluations and may publish them. (3) Pricing: MeatStore is not entitled to change the prices of the products listed by the Vendor without the express agreement of the Vendor. Pricing can be adjusted 24/7 by the Vendor for any item sold on his account. (4) Stock Level and Order Fulfillment:  MeatStore is authorized to accept binding sales on behalf of the Vendor and will ensure that orders are passed from MeatStore to Vendor through the Vendor Store within one business day subject to Sundays. (5) Packaging of Products: MeatStore will provide access to the Vendor to Packaging Guidelines in Vendor Store. (6) Returns: MeatStore will manage the returns of the Vendor following the Return Guidelines available in the Vendor Store. (7) Counterfeited/Spoilt/Decayed products: MeatStore may conduct audits and test over the products provided by the Vendor to guarantee that no products sold on MeatStore are counterfeited/spoilt/decayed products. Such activities would be considered as fraudulent by the Vendor and could lead to immediate legal pursuit. (8) Promotion Feature: MeatStore controls the placement of promoted products submitted by the Vendor through the Vendor Store. (9) Payments terms: MeatStore will pay the Vendor for the products sold on MeatStore following the payment term Option agreed with MeatStore. (10) Website: MeatStore may do changes in its website or in its services or suspend his services. (11) Third-Party Provider: MeatStore will be able to appeal to third-party service providers to fulfill some part of the services to the Vendor and to the customer. (12) Training: MeatStore will provide the Vendor training material as well as the support needed so the Vendor can build the level of competences and gather the knowledge needed to operate its store on MeatStore. Training is set up in order to prepare the Vendor for the management of its store through the Vendor Store. This training may be provided both online or offline. MeatStore reserves the right to charge a fee for certain training programs. Vendors may be required to attend training in order to be eligible to sell on the platform. (13) Ownership of Customer Relationship: MeatStore is the owner of the customer relationship and will share information or MeatStore related to the customer only on a need to know basis, and under the understanding that the Vendor is bound to the confidentiality of that information, as well as prohibited to use them in any other usage than the one expected by the operation of the Vendor Store. iii. Penalties for default of MeatStore Quality Commitment Penalties are here to compensate the customers and MeatStore for any extra effort required to meet our mission of providing quality products at affordable prices to Customers, and to protect MeatStore’s brand best interests. Penalties will be enforced according to the Guidelines on Operating Standard Rules but are not limited to them and are susceptible to be applied to any behavior in opposition to the Rules available in Vendor Store and hurting MeatStore’s customer interest and / or the MeatStore Brand. Financial penalties will be deducted from the payout released to the Vendor according to the payment terms Option. The following list highlights most usual offense that would likely be subject to penalties: (1)  Counterfeited/ Spoilt/Decayed products (2)  Slow fulfillment of orders (3) Cancellation of orders and out of stock (4) Lack of respect of Hygiene Codes/Packaging of products guidelines (5) High rate of Returns of products (6) Breach/infringement of any law and regulations applicable to trade by the Vendor The amounts (in case of financial penalties) or procedures (in case of operational penalties) of those penalties are available on the Penalty Rules available in Vendor Store and will be deducted to the Vendor payout at the frequency described in the Payment terms Options.   III. Agreement on the system uses A. General Conditions of Use of the Vendor Store (1)  Usage Rules of the Vendor Store: Every Vendor who wants to list a product to sell through the Vendor Store has to create an account. An account opened in Vendor Store is private to the Vendor and cannot be transferred or ceased to any third party without the agreement of MeatStore. It is forbidden to use the Vendor Store account for different points of sales. Each Vendor Store Account is therefore for one unique point of sale and for one email address. (2) Rules of reduction of product pages: The Vendor commits into publishing product upload notice only on his behalf. Then, without the agreement of MeatStore, the Vendor cannot publish an upload on behalf of a third party. MeatStore reserves the right to: Erase a product page published by a Vendor on the behalf of a third party without any compensation of the Vendor. Remove without notice the Vendor Store account and all the products of a Vendor who would not respect this section and without any insemination.To refuse the whole or a part of the product page which would contravene these terms and conditions.To refuse the image proposed by the Vendor for any reason, including but limited to this reason: If the image can hurt the sensibility of customers or if the image is not compliant with moral ethics.A product upload notice cannot be used to promote any other thing than the object of the description.The uploads are classified on www.meatstore.com.ng following a logic of ranking determined solely by MeatStore, Vendors may where applicable purchase premium placement for their products, as detailed in the Vendor Store Guideline to influence such a position.It is forbidden to the Vendor to publish different uploads notices for one same product. All the same, it is forbidden to publish different uploads notices for the same product under different categories. (3) Prohibited Goods: The Vendor takes full responsibility related to the commercialization of the products sold on Meatsore and bears full responsibility for all legal implications related to the damages any products can cause, including but not restricted to, physical and health damages, material damages, loss of business. The Vendor guarantees that he has the right to sell every product listed on his Vendor Store account and that he is fully compliant with every law of the country, and regulations where applicable.  (4) Title and description of a product page: The only authorized product upload notice are upload notices in English. The content-related Rules available in Vendor Store applies to define authorized practices on the platform The title of the product page has to be limited to the name of its product and to its main specifications (Size, weight). All the remaining part of the description should appear in the description. Every content of the product page should include the requirement of the applicable regulation. Should not be used as links to other sites. MeatStore reserves the right to modify the title of the product page so that it is conformed to the conditions of use of the Vendor Store. The product pages are protected by intellectual property. (5) Price: The only price indicated should be the selling price. This price should not be in the title of the product page. Moreso, it should be the prevailing market price as MeatStore frowns at selling expensive but accepts the sale of quality products at the most affordable prices. (6) Photos: The photos included in the product page have to be related to the product proposed for sale. It is forbidden to use logos of brands as a picture. It is forbidden to use the photos of other vendors without their approval. MeatStore reserves the right to modify the title of the product page for commercial reasons. (7) Termination of Vendor Store Account:  The Vendor Store account is free and created for an unlimited time. It can be closed at any time and without any notice of the Vendor if the Vendor consistently flaunts MeatStore’s Operating Standard Rules. b.   Commitment and guarantee of the Vendor’s use of the vendor store  (1) The Vendor ensure that the content of its product pages complies with the legal obligations of its activity. The Vendor ensures to MeatStore that he is the unique author of the texts and photographs published in the product upload notice. Therefore, the Vendor ensures that he publishes the product page under his entire responsibility (and not that of MeatStore, his suppliers, and any other service provider of MeatStore). The Vendor commits to compensating any person who would suffer from the consequences of illegal product upload. The Vendor recognizes and accepts that MeatStore is entitled to remove without notice or indemnity any product upload notice which would not comply with the rules of MeatStore. Because of the specificity of its services, MeatStore is required to collect personal information about the Vendor. MeatStore can cooperate with authorities and give the identity of the Vendor to the legal authorities if the content of a product page does not comply with the national regulation.  (2) The Vendor knows that the information collected on the internet site will be retained by the Internet provider and by MeatStore for statistical use and to answer to demands of any regulators. (3) To be acceptable, any complaint will have to precisely indicate the defaults of the product page and to be transferred to MeatStore by 8 days after the creation of the product page. (4) The Vendor accepts that because of lead-time due to Quality Control, the product page may not go online instantly.  IV. General conditions of transactions and payment between Meat store and the Vendor a. General Conditions of Payment (1) Payment by MeatStore to the Vendor: Payments done to the Vendor are calculated on the base of the sum of the selling price including commissions and penalties as well as from the amounts of products returned within this same period. Payment terms applicable are being described in the Payment terms guideline. All invoices issued by the Vendor shall be paid for in Naira. (2) Payment Method:  Payments are done by Bank Transfer. The vendor must enter its exact and up to date Bank information in the Vendor Store. The method may be subjected to change as described in the Payment terms guideline. (3) Invoices: The Vendor should provide an invoice for the customer, printed from when providing the product to be delivered to the customer. MeatStore will invoice the Vendor for the commission received and for the fees collected as well as the penalties applied. Where the Vendor fails to provide MeatStore with an invoice within 14 days of the original request date, the Vendor shall be deemed to have forfeited the value of the order as well as any rights to recover the value of the order. (4) Payment Calculation: The revenue collected by MeatStore for the Vendor is based on the orders successfully delivered to the customer. Are withdrawn of that sum, the value of the product which is returned. The Vendor understands that the products shipped but not delivered yet at the moment of the payment are not included in the payment. Any sums due to the Vendor hereunder may be applied by MeatStore as a set-off against any sums owed by the Vendor to MeatStore, or against any claims of third parties against MeatStore arising from the Vendor’s performance, under any document. At its sole discretion, MeatStore may withhold from payments to be made to the Vendor amounts legally required to be withheld from such payments and remitted to the taxing authority of any jurisdiction relevant to the transaction. (5) Documents Required for Payment: Every payment is dependent on the following documents: This contract electronically signed by both parties;
The delivery receipt given by MeatStore to the Vendor signed for each item given to MeatStore. (6) Sales Report: At the end of each period, MeatStore shall issue via Vendor Store a Sales Report for reconciliation of the sales recorded by the Vendor prior to making payments and covering: ·         The products delivered ·         The products returned ·         The products canceled ·         Any other transaction (Fees, Penalties, etc) (7) Payment Schedule: Payment Schedule and delays will follow the rules and agenda available in Vendor Store. (8) Rules relatives to payments: The profit of each transaction is private to the Vendor. It cannot be ceased or transferred without the agreement of MeatStore. (9) Reimbursement: There is no reimbursement after the execution of the various operational and marketing value-added services MeatStore can provide. (10) Price: The prices are indicated in Naira. b. Commissions and fees collected by MeatStore (1) Calculation of Commission: The commissions are calculated as a percentage of the selling price and are invoiced. Therefore, Meatstore commissions and fees that it withholds according to the regulation applicable. (2) Invoice: On a frequency defined by Payment terms guidelines, MeatStore invoices the Vendor. On this invoice may be found the commissions, fees for value-added services, and penalties owed by the Vendor to MeatStore. (3) Adjustment of commissions: MeatStore reserves the right to adjust the percentage commission, provided a suitable notice of 14 days is served in advance to the Vendor. MeatStore will duly notify the Vendor through an adequate e-mail notice of any commission changes. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change. (4) Adjustment of fees: Meatstore may start charging additional fees for the sale of products through the Meatstore platform at any point. In the event of the introduction of further fees, the Vendor will be notified prior to their commencement in writing 7 days prior and they will have the option to opt-out. (5) Fees Prices: The price of the different fees of the paying options is that one in effect the day of the transaction. MeatStore keeps for itself the possibility of modifying its prices at every moment. (6) Commissions collected by MeatStore:  All the commissions collected by MeatStore on the products of the marketplace are available on the Vendor Store (Settings >> Vendor’s Profile >> Commissions). Selling on Vendor Store is equivalent to accepting these commissions.   V. Force Majeure The Vendor shall not deem it right to claim any costs, losses, demands, expenses, injuries, damages, liabilities, proceedings or legal costs and judgments from MeatStore or its assigns or successors or third party partners on account of any case of force majeure which includes all but none-natural disaster, system failure or attack on the website, deaths or any other unforeseen circumstances that may hinder or affect the fulfillment of this contract on the part of MeatStore.   VI.   Logistics a. Different types of Order Management Because the products sold on the MeatStore platform are fresh products. MeatStore has customized three types of order management to satisfy the customer’s needs and preferences. However, these types of order management are solely dependent on the customers’ choice of delivery. (1) Flat Rate Order: The flat rate shipping option inspires this order management for vendors. The vendor must be ready to handle this type of order with regard to the time schedule of the specific order under this category. Read more clarifications in the Shipping Guideline in MeatStore Operating Standard Rules. (2) Express Order: The vendor commits to prepare and package this type of order with the highest level of immediacy for the product to be picked up by MeatStore’s delivery personnel with dispatch and be delivered within one hour. The delivery life span of this order is one hour, so the vendor must prepare and package the order within twenty-five minutes of receiving the order from the Vendor Store.  (3) Local Pick-up Order: In this order management, the vendor prepares and packages the order in reference to the preference time schedule (from the flat rate option) of the customer’s order and expect the customer to pick it up within one hour.