Shoppe868 Vendor Agreement

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, before you may become a Shoppe868 Vendor.

Please save the downloaded document and e-mail to: mmitchell@shoppe868.com

E-COMMERCE VENDOR BUYING AGREEMENT

TERMS AND CONDITIONS

This E-Commerce Vendor Buying Agreement (“Agreement”) is entered into today (“Effective Date”) between Shoppe868, and (“the Vendor”). Your acceptance of this agreement will be used as your agreement to the terms and conditions set forth in this document as follows:

I. Scope.The purpose of this Agreement is to provide qualifying vendors with the opportunity to sell products through Shoppe868 business. This Agreement supplements any other agreements governing the selling of products by Shoppe868 on behalf of the Vendor.

II. E-Commerce. For purposes of this Agreement, E-Commerce means sales of products by Shoppe868 to its retail customers via the Internet, Shoppe868’s websites, or any on-line system or computer network. E-Commerce also includes any related business and marketing activities supporting such sales.

III. Term. The Term of this Agreement begins on the Effective Date and continues until either: (1) Shoppe868 or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or (2) Vendor ceases selling products through Shoppe868’s E-Commerce business. If terminated by either Party, the Agreement will continue to govern the sale of Vendor products purchased through E-Commerce prior to termination until such product orders are completed, returned, or removed from inventory so that no inventory of such products remains.

IV. Compensation. Shoppe868 will receive a commission (% sales) on Products sold to Shoppe868 Customers, in the amount set forth in Exhibit 1.

V. Representations and Warranties.Vendor represents and warrants that:

1. it has the power to authorize the sale and/or display of its products on-line and as part of Shoppe868’s business;

2. all product information, data, images, and/or intellectual property provided by Vendor to Shoppe868 for its E-Commerce business

a) complies with all applicable laws;

b) are accurate and that all claims contained therein have been substantiated; and

c) have been cleared for the uses contemplated hereunder; and

3. it has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images, and/or intellectual property provided to Shoppe868 as part of its E-Commerce business.

VI. Authorizations. Vendor grants to Shoppe868 the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, data, images, and/or intellectual property Vendor furnishes Shoppe868, for use in its E-Commerce business during the Term of this Agreement (“Vendor Content”). Shoppe868 may use Vendor Content for any purpose related to its E-Commerce business or in furtherance of promoting Vendor’s products, including use in Shoppe868’s websites, social media, emails, and marketing or advertising campaigns. Vendor acknowledges that Shoppe868 is relying upon Vendor to ensure that all Vendor Content is accurate and complete, and Vendor agrees to notify Shoppe868 and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete.

a. Shoppe868 agrees that it will not make modifications or alterations to Vendor Content without Vendor’s prior approval.

b. Except for the limited license granted to Shoppe868 herein, Vendor retains all right, title, and interest to Vendor Content.

VII. Intellectual Property of Shoppe868. Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by Shoppe868 shall be and remain the sole property of Shoppe868.

VIII. INDEMNIFICATION. Vendor shall indemnify, defend, and hold harmless Shoppe868, its parents, affiliates, subsidiaries, officers, managers, partners, employees, and agents from and against any all claims, lawsuits, judgments, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court costs, arising out of or related to any:

(a) alleged defect in or injury from vendor’s products;

(b) alleged failure of vendor or vendor’s products to comply with this agreement or any laws, regulations, warranties, guarantees, or representations of vendor;

(c) allegations concerning vendor content;

(d) negligent or grossly negligent action, inaction, omission or intentional misconduct of vendor; and/or

(e) use of or infringement upon any intellectual property right of vendor.

Shoppe868 shall mutually indemnify vendor from any (a) alleged failure of Shoppe868 to comply with this agreement; (b) negligent or grossly negligent action, inaction, omission or intentional misconduct of Shoppe868; and/or (c) use of or infringement upon any intellectual property right of Shoppe868.

IX. Choice of Law. The laws of the Republic of Trinidad and Tobago govern this Agreement and any disputes arising hereunder. Except injunctive or other equitable relief, Shoppe868 and Vendor agree that, as a condition precedent to the institution of any action regarding disputes arising under this Agreement, such disputes shall first be submitted to mediation before a professional mediator selected by the parties, at a mutually agreed time and place, and with the mediator’s fees split equally between the parties.

X. Assignment. Either Party may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of the Party’s business. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.

XI. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, negotiations, representations or proposals or any kind, whether written, oral or otherwise. Neither party has relied upon any statements, representations or other communications that are not contained in this Agreement.

SHOPPE868

#50 Broadway & Raglan Street

Trinidad

Trinidad and Tobago

EXHIBIT 1

1. Information to be provided once you have been approved as a vendor. High resolution images (3) of product suitable for use on the shop page and marketing.

For ease of reference, image file names should be that of the product with a numerical identifier for each. Eg.: BlackRocks01; BlackRocks02;

  • -Completed product profile sheet
  • -Payment processing information
  • -Vendor profile photo to be used on artisan profile page
  • -Brand logo for product pages

2. Commission: Shoppe868 will withhold from each product sale its 30 % markup on your vendor price of each product sold, (excluding taxes and shipping charges) as its commission, plus a Standard Vendor Service Fee per order.

3. Service Fee: The Vendor will pay Shoppe868 a per order service charge as follows: Items that require special packaging and handling will entail a service fee of TTD$25 per order.

4. Product List Price: The List price will be calculated as the sum of Vendor selling price to Shoppe868 plus 30% markup. Pricing recommendations may be provided by Shoppe868 based on general international market prices for similar products.

5. Payments: Vendor will receive payment according to the following schedule: (Product List Price – (Product Commission % + Order Service Charge). Vendor will receive a 50% down-payment from Shoppe868 upon Order Confirmation. Balance of payment will be paid upon close of order (Product quality checked and passed by Shoppe868).