“Customer”/ “Buyer” shall mean the person or any legal entity who accepts the offer for sale on Shopnoffer by placing an order for and or purchases any products offered for sale on Shopnoffer.
“User”/ “You” means and includes you and/or any person or an entity including Vendor/Seller using or accessing the services provided on this Site.
You represent and warrant that you are competent and eligible to enter into legally binding agreement and have the requisite authority to bind the other party to this Agreement. You shall not use this Site if you are not competent to contract under the applicable laws, rules and regulations.
VENDOR’S TERM AND CONDITIONS:
Any person or entity who wants to supply products to Shopnoffer, must accept these vendors terms and conditions (agreement) without any change. By accepting this agreement you on behalf of yourself and the entity you represent, Agree: (A) to be bound by all the terms and conditions of this agreement, including all terms and conditions incorporated by reference and (B) that you have the authority to execute this agreement on vendors behalf and to bind vendor to this agreement.
These terms and conditions are effective from the date the Vendor submits its application, unless otherwise terminated in accordance with these terms and conditions. The Vendor warrants that the information provided in the Vendor Application Form and any other information provided to Shopnoffer is current, complete and accurate, not misleading or deceptive, and not likely to mislead or deceive. Shopnoffer is under no obligation to accept the Vendor’s application as a recognized supplier and has the final discretion to determine whether an application will be approved. Each party will keep confidential all information obtained from the other which is marked confidential or is by its nature clearly confidential and will not divulge the same to any other person without the disclosing party’s prior written consent. This obligation of confidentiality will continue indefinitely. Shopnoffer may amend these terms and conditions by giving the Vendor at least 30 days’ prior written notice.
1. Purchase orders, prices and taxes: This agreement governs Shopnoffer purchase of product from vendor. Product means all goods including labeling and packaging provided to Shopnoffer. Shopnoffer is not obligated to purchase the products and vendor is not obligated to sell the products until vendor accepts the purchase order. Vendor will not substitute products or combine or consolidate purchase orders without Shopnoffer consent. Documents that Shopnoffer signs acknowledging receipts of products do not constitute acceptance of products. Shopnoffer may cancel or modify the purchase order without penalty before the vendor delivers product to the carrier. The purchase order provides product prices and payment terms excluding discounts and rebates. Prices include commission and other charges, unless otherwise noted. If the Vendor anticipates any material changes in the way it delivers its agreed solution, it will inform Shopnoffer before the changes are made. Vendor may charge Shopnoffer any applicable taxes that vendor is legally obligated to charge purchasers of the product, if the tax amount are stated separately on vendors invoice for the products. Vendor is responsible for other taxes, fees and duties, including any taxes vendor may owe on payment received under the agreement. If vendor request for the resale certificate for the state in which Shopnoffer is registered for sales and use taxes, then vendor will not charge or collect from Shopnoffer any taxes covered by such certificate.
2. Product images and information: Vendor will make available to Shopnoffer (including permitting Shopnoffer to collect from vendor’s website) all textual materials or metadata requested by Shopnoffer for each product, product information including product name, brand, list price, fabric content (if the product is textile product) and country of origin. At vendor’s sole discretion, Vendor may choose to provide promotional materials. “Promotional materials” means any logo, publicity images or other content and material vendors make available to Shopnoffer. Vendor grants Shopnoffer a non exclusive, worldwide, perpetual, irrevocable and royalty free license to (1) use copy and display the product information and promotional materials on or in connection with any website, (2) convert to electronic digital form, excerpt, reformat, adopt or otherwise create derivative works of the product information and promotional materials,(3) use all trademark and trade names included in the product information and promotional materials and (4) sublicensed any of the foregoing rights to parties participating in Shopnoffer affiliation programs and other programs where the users are subject to similar restrictions.
3. WARRANTIES: Vendor presents warrants and covenants that (a) products are genuine and free from defects; (b) all material and other items incorporated in the product are new( not refurbished and reconditioned without Shopnoffer prior written consent), unless vendor has received Shopnoffer prior written consent otherwise; (c) the product information and promotional materials are accurate and complete, and Shopnoffer exercises of its license right in this agreement will not violate any third party’s right; (d) vendor will comply with all rules and laws relating to the product, product information, promotional material and import documentation comply with all applicable laws and rules; (e) the product may be lawfully marketed, distributed and sold;(f) no product will be provided to Shopnoffer which are defined as hazardous material and vendor possesses the clean and clear title to and has the unencumbered right to sell, each and every one of the product supplied or to be supplied to Shopnoffer.
Vendor guaranties that all textile fiber, fur and wool products now being sold or which may hereafter will b sold or delivered to Shopnoffer are not, and will not be misbranded nor falsely, nor deceptively advertised or invoiced under the provisions of the acts. This guaranty is effective until the date of termination of the agreement. As of the effective date of this agreement, the person executing the agreement on behalf of vendor certifies under penalty of perjury that statement in this schedule are true and correct and he/ she is an officer of vendor who is authorized to bind vendor to this guaranty.
4. Product returns, effect of remedies and product recalls: Shopnoffer any return at vendor expense any product that is damaged or defective; or does not conformed to agreed conditions and specifications or to samples; or is subject to recall, or was not ordered in the applicable purchase order; or does not comply with this agreement. Title and risk of loss of all products under this agreement will pass to vendor upon delivery by Shopnoffer to the carrier. Payment of an invoice would not limit Shopnoffer remedies. Vendor will provide Shopnoffer immediate written notice of any recall. Vendor is responsible for cost Shopnoffer incurs in a recall.
5.Vendor defense and indemnification: vendor will defend Shopnoffer services, its affiliated companies, and their respective officers, directors, employees and agents against any claim that arises directly or indirectly from :
Any death of or injury to any person, damage to property or any other damage and losses due to any defect in or use of any product;
Any product recall;
Aisappropriation of any right by product, product information, promotional material or other content provided to Shopnoffer;
Vendor’s negligence, strict liability or intentional misconduct;
Vendor’s breach of this agreement or;
Vendor’s failure to state accurate product description, adequate warning or instructions(individually a “claim”).vendor will indemnify and hold harmless each Shopnoffer party against any liability, loss, damage, cost or expense(including reasonable attorney’s fees) incurred by that Shopnoffer party relating to any claim, except to the proportional extent, the liability is caused by the negligence and unintentional misconduct of that Shopnoffer party as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of judgment or settle without the Shopnoffer parties’ prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the our parties, and the parties will cooperate in the defense at vendor’s expense. If any our party reasonably determines that any claim might have an adverse effect, that Shopnoffer may take control of the defense at its expense. Vendor’s obligation under this sectioned are independent of its other obligation under this agreement.
6. Limitation of liability: Shopnoffer is not liable to vendor for any consequential, special, punitive or indirect damages, including lost profits or opportunities.
7. Shipping: The parties will agree that which party is responsible for managing and paying for the transportation of the products to Shopnoffer. When Shopnoffer pays for the transportation, vendor will deliver the product to the Shopnoffer designated carrier and title and risk of damage or loss of the products will pass to Shopnoffer when vendor delivers the product to the carrier. When vendor pays for the transportation, title and risk of damage or loss of the products will pass to Shopnoffer when Shopnoffer accepts the offer.
All proprietary products will meet all import, export and industry certification requirement, and all package shipping labels will indicate where and when such proprietary products are manufactured.
8. Insurance, proprietary products and consignment: if the parties agree that vendor will manufacture products according to the Shopnoffer’s design and specification, then vendor will comply for such products. If the parties agree that vendor will provide products for consignment to Shopnoffer, vendor will comply with point 4 for such products. Within 7 days after the effective day of the agreement (at each policy renewal thereafter), vendor will provide a certificate of each insurance policy required by this schedule to Shopnoffer risk management. Shopnoffer approval of vendor’s insurance does not relieve any vendor of the obligation, including but not limited to its defense and indemnity obligation, even for claims over vendor’s policy limit. If vendor fails to perform any of its obligations in this schedule, Shopnoffer may withhold the payments owed to vendor until vendor meets its obligation.
If the parties are agreeing to that vendor will manufacture the goods according to the Shopnoffer then the specification will be provided to vendor by the Shopnoffer. Vendor will not modify the proprietary products, material, and components or manufacturing processes unless vendor has submitted the modifications to Shopnoffer and Shopnoffer approves the modification in writing. Vendor may not rely upon any third party for the instruction, direction or documentation unless Shopnoffer notifies vendor in writing the third party is authorized to provide instructions, direction and documentation.
If requested by Shopnoffer, the vendor will provide the sample. Upon 2 business day notice, Shopnoffer has the right to review and inspect each of the proprietary products at any stage of their development; vendor’s production facilities; any material and documentation incorporated in the proprietary products.
Before starting the full production, vendor will produce an Shopnoffer designated quantity of finished proprietary products. At Shopnoffer option, vendor either will conduct laboratory test and retests to ensure that these proprietary products comply with the specification and compliance requirement or permit the third party to do these tests at vendor expenses. If any proprietary product does not match with the specification, vendor will mark this product as defective product. Vendor will provide all the data and documentation related to the tests to Shopnoffer. It will contain a detail report regarding all the defects. Vendors will advice for the potential remedial actions. Shopnoffer will determine the remedial actions that vendor must take to cure the defect and so the proprietary product will meet to the specification.
Vendor will start the full production to fulfill an open purchase order only after Shopnoffer directs to do so in writing. Vendor will provide the written report to the Shopnoffer that will include number of cartons inspected by vendor and all data, photos, information and related documentation regarding the inspection.
If Shopnoffer directs vendor to mark or label the proprietary products with a trade name, trade mark, trade logo, service mark or design (Shopnoffer identification), vendor will apply this marking or labeling only on the quantity and in the manner specified.
9. Confidential information: Vendor will protect Shopnoffer’s information that is identified as a confidential or that reasonably should be considered confidential Vendor will use this information only to fulfill its obligation under the agreement. Vendor will promptly return to Shopnoffer or destroy this information when this agreement terminates. Confidential information will cover all the information regardless of when vendor receives it. Vendor will not use any trademark, service mark, commercial symbol or other Shopnoffer proprietary right; issue press releases or other publicity relating to Shopnoffer or this agreement, or refer to Shopnoffer in promotional materials.
10. Revisions; continued use: Shopnoffer reserves the right to change any of the terms and conditions contained in this agreement, including any program policies incorporated herein at any time and in it sole discretion. Any change will be effective upon the earlier to occur of:
(1) emailing the revised terms, conditions or program policies, or notice of such changes, to vendor at vendor’s email-address;
(2) posting of the revised terms, conditions or program policies on Shopnoffer website. Vendor is responsible for reviewing any revised terms, policies, guidelines, and notice of revisions. Vendor’s continued acceptance of purchase order, following Shopnoffer e-mailing or posting of any revised terms, conditions, or program policies, or any notice of any such revisions, will constitute vendor’s acceptance of the revisions. If vendor does not agree to any changes to this agreement, vendor must not continue to accept the purchase orders and must give notice to Shopnoffer.
11. Payment: Delivery of the products shall be on credit basis and SNO will be making payments. Once SNO receive from the customer and any of the directors will not be responsible for any non payments from the customer’s personally. And any of their properties cannot be considered as the property of the SNO.
12. Service agreement: Services of the vendor will be on probation Period for first 180 days from the registration of the vendor. And if SNO will find vendors services up to the mark then this contract will be renewed for further 365 days and a new contract will be signed. This service will be given free by SNO however in future SNO management starts charging any fee and the vendor will be communicated accordingly.
13. Termination of contract This contract will be terminated, if the Shopnoffer(SNO) will not find services of the vendor as per the decided quality/quantity or deadlines. If there any disagreement over any new policy introduced by SNO.
14. Issues: if any product manufactured/ Produced by the vendor and the same will be claimed by someone else hence the SNO or there management shall not be responsible for any claims raised by any third party.
15. No Marketing: This agreement is not an obligation on SNO for selling any product of the vendor or marketing the vendor’s brand. And SNO will use their brand and logo on the vendor’s products and vendor may not be claiming the product manufactures/ produced by the vendor. However vendor has to communicate to the SNO for any copyright or patent of the product.
16. Modification to terms of service SNO reserved the right to change these terms or policies relating to the services at any time. Changes to these terms shall come into effect upon notice to the vendor.