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Our House Rules – Marketplace Agreement

-DRAFT AGREEMENT -

This present agreement is established in order to set up a contractual relationship by and between: Dansheevo Holdings Private Limited (hereinafter referred to as “Tudo” ), a private limited company incorporated in the Democratic Socialist Republic of Sri Lanka with its registered office at No 61 A, Akurugoda, Sulthanagoda, Matara, Sri Lanka.

 

AND

 

The Vendor (hereinafter referred to as “Vendor” ), a sole proprietor/company, Individual Vendor registered under the laws of the Democratic Socialist Republic of Sri Lanka.

(Tudo and Vendor are hereinafter referred to collectively as the “Parties” and individually as a “Party” )

This document is an electronic record in terms of Electronic Transactions Ordinance 2002 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Ordinance of 2002.

This electronic record is generated by a computer system and does not require any physical or digital signatures.

 

 

 

Contents

GENERAL TERMS. 3

  1. SCOPE. 3

1.10.1 Vendor Code of Conduct. 4

  1. INTERPRETATION & DEFINITIONS. 6
  2. ACCESS TO PLATFORM AND VENDOR PORTAL. 10
  3. VENDOR PERFORMANCE. 11

4.1.1 Vendor Compliance Policy. 11

  1. Profanity and Hate Speech. 18
  2. VENDOR OBLIGATIONS TO CUSTOMER SERVICE. 19
  3. COMMISSION.. 20
  4. PAYMENTS. 21
  5. WARRANTIES. 23
  6. INTELLECTUAL PROPERTY. 26
  7. CONFIDENTIALITY. 27
  8. INDEMNIFICATION.. 28
  9. LIMITATION OF LIABILITY. 29
  10. FORCE MAJEURE. 31
  11. DURATION & TERMINATION.. 32
  12. ASSIGNMENT. 34
  13. NOTICES. 35
  14. RELATIONSHIP OF THE PARTIES. 36
  15. MODIFICATIONS. 37
  16. MISCELLANEOUS. 38

20.1 COMPLETE ORDERS. 38

  1. Order Processing and DELIVERY. 39

21.1. Inventory Treatment: 39

21.2. Order Processing and Packaging: 39

21.3 Order Processing Time. 39

21.4. Shipping and Order Fulfilment: 40

21.4.2. The Vendor acknowledges and agrees that: 40

21.5. Cancellations, Rejections, Returns and Refunds. 41

 

 

 

GENERAL TERMS

1. SCOPE

1.1. Tudo is in the business of providing services to facilitate Ecommerce via its online marketplace at Tudo - a platform that enables Customers and Vendors to transact online. The Vendor wishes to sell Products on the online marketplace platform provided by Tudo. Tudo offers multiple services to facilitate sales via its online platform. The Vendor appoints Tudo as its commission agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behaviour of both Parties.

1.4. Every transaction of the Vendor on Tudo’s 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 Tudo. This agreement will be considered valid as soon as it is electronically accepted by the Vendor.

1.5. The service provided by Tudo is limited to referring customers to the Vendor 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 Vendor. This support is covered within the agreed level of commission and any additional service fees.

1.6. Tudo may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Vendor without any prior intimation.

1.7. 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.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Tudo’s services, platform policies will evolve and change over time (with notice to the Vendor). The Vendor’s use of the platform and access to the Vendor Portal is subject to this agreement and the latest platform policies available on Tudo Vendor Portal.

1.9. In order to maintain its reputation for quality and high service standards, Tudo reserves the right to delist the Vendor and to terminate the relationship with the Vendor based on Tudo’s internal quality assessment of the Vendor as governed by Tudo’s Customer Protection Policy.

1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Vendor Code of Conduct. Any breach in the Vendor Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Vendor Code of Conduct is amended, Tudo shall inform the Vendor of the said amendment.

1.10.1 Vendor Code of Conduct

 

1.10.1.1 Business Integrity, Anti Bribery

Business must be carried out with a high degree of ethics, honesty and fair dealings; ensuring staff is familiar with such policies/procedures and does not engage in threats, bribery or corruption practices. The offering, paying, soliciting or accepting of bribes or kick-backs, including facilitation payments, is strictly prohibited.

 

  • Child Labor

Employment of children in any form is strictly prohibited. Business partners and suppliers shall employ only those workers, who meet the minimum age criterion of 14 years or legal minimum age for working in any specific country, whichever is greater. Further, workers below 18 years of age should not be employed night shifts and in hazardous conditions. All applicable laws relating to young labor including employment, wages, working hours, overtime and working conditions shall be complied with.

 

  • Forced Labor

All forms of forced and bonded labor are prohibited including compulsory overtime. Workers should be able to voluntarily end their employment without any restrictions. Any restrictions on employees to voluntarily end their employment, such as excessive notice periods or substantial fines for terminating their employment contracts, are prohibited.

 

  • Harassment & Abuse

Employees should be treated with respect and dignity and should not be subjected to any form of physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation.

 

  • Discrimination

Employees should not be subjected to discrimination in employment, including hiring, compensation, promotion or discipline, on the basis of gender, race, religion, caste, age, disability, sexual orientation, pregnancy, marital status, nationality, political opinion, trade union affiliation, social or ethnic origin or other status protected by law.

 

  • Freedom of Association and Right to Collective Bargaining

The rights of employees to lawfully associate or not to associate with groups of their choosing shall be respected, as per applicable laws. The right of employees to engage in collective bargaining as permissible by law shall also be recognized.

 

  • Regular Employment

To every extent possible work performed should be on the basis of recognized employment relationship established through national law and practice.

 

  • Wages & Benefits

Employees should be paid in a timely manner and at a rate not less than the minimum wage as required by State & Regional laws. Employees should also be provided with legally-mandated benefits, including holidays and leaves, and statutory compensations at the time of ending employment. There should not be any disciplinary deductions from their pay.

 

  • Working Hours

The duration of working hours including overtime shall not exceed 60 hours per week. Suppliers should comply with applicable laws governing regular working hours and overtime hours. All overtime hours are voluntary and should be compensated as per legal requirements. Employees should be provided with at least 24 consecutive hours of rest in every 7 day periods.

 

  • Health & Safety

Employees should be provided with appropriate safe and healthy working conditions including first aid, fire safety, emergency evacuation and other basic requirements such as canteen / dining area, drinking water, sanitation etc. A system in place to identify and mitigate work place hazards which can result in illness or physical harm to the employees, visitor or communities.

 

  • Environment

Environmental initiatives are considered an integral part of responsible manufacturing. Reasonable measures should be taken to avoid any adverse impact on human health and/or the environment by avoiding or minimizing pollution from manufacturing activities, and promoting sustainable use of such resources as energy and water.

 

  • Compliance with Local Law

Business partners & Suppliers shall comply with all local and national laws and regulations of the jurisdictions in which we are doing business as well as the practices of respective industry. Business partners and suppliers shall further work with suppliers who are committed to meeting required standards as per local & national laws.

 

  • Right of Inspection/Audit

Tudo or a third party designated by Tudo will take certain actions, such as announced or unannounced inspection/audit of production facilities of its Suppliers, to implement and monitor these standards. All observations, discussions and written information received from the supplier are to be treated confidentially by Tudo, its employees and any third party organizations appointed by Tudo for this purpose.

 

2. INTERPRETATION & DEFINITIONS

2.1In this agreement, the words and expressions below shall have the following meanings:

Bank Account

The bank account specified by the Vendor in which payments are to be made

Business Day

A day (excluding Saturdays and Sundays) on which banks generally are open for business in Srilanka

Commission Schedule

The schedule setting out the commission which is payable to Tudo by the Vendor for each type of Product sold on the Platform

Competitor

Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Srilanka. 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

Contract

The contract entered into between the Vendor and a Customer for the sale and purchase of the Products on the Platform

Customer Protection Policy

Tudo policy via which Vendor Performance is kept in check

Buyer-Vendor Interaction Policy

Tudo’s Buyer-Vendor Interaction Policy outlines the standard of behavior that Vendors need to follow when connecting with customers on the Question & Answer Section, Instant Messenger, and Product Review Platform (of Tudo). Tudo monitors all kinds of buyer-Vendor communications and is authorized to take action in case of any violations.

Customer

A person, who purchases Products on the Platform

Dropship

Order completing whereby the Vendor is responsible for maintaining inventory of Products at own premises and making available to Tudo for delivery to Customers

Fee(s)

Any fees charged by Tudo for any additional services such as pickup or returns

Final Delivery

The transfer of ownership of the product from the Vendor to the end customer

General Terms

The terms set out in this agreement

Handling Time

The time from the forwarding of the order by Tudo to the Vendor till dispatch of the Product by the Vendor (excluding Sundays)

In writing/written

All communications made through the Vendor Portal or sent by Tudo through courier or email

Inbound

The reception department at Tudo’s warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Vendor

Intellectual Property

Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them

Listed Price

The listing price of the Product on the Platform and shall be that price at which the Vendor informs Tudo that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Vendor is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Vendor offers the same Product through its own sales channels

Penalty/Penalties

Any financial and/or operational penalty inflicted by Tudo on the Vendor for any breach of Platform Policies

Pending

The status on the Vendor Portal depicting that an order has been received and awaiting processing

Performance Scorecard

The report conveyed to the Vendor by Tudo which depicts the operational performance of the Vendor

Platform

The website Tudo or any affiliate website

Platform Policies

All the policies and guidelines applicable to Vendors and available on Tudo

Product(s)

The products which the Vendor intends to sell on the Platform.

Ready to Ship

The Products are signalled as being physically available, packed according to packaging guidelines and ready to be transferred to Tudo for delivery

Failed Orders

A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever

Required Product Information

Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Tudo may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Tudo from time to time; (e) digitized image that accurately depicts the Product, complies with all Tudo image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Vendor requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Tudo may reasonably request) for accessories related to the Product that is available in Tudo’s catalog; and (o) any other information reasonably requested by Tudo (e.g., the condition of used or refurbished products)

Return Policy

The policy governing the return, refund, cancellation or rejection of products and which can be viewed within.

Returned Product

A Product that had been delivered but has been returned by the Customer, for any reason whatsoever

Rules of Packing & Shipping

The rules governing the dispatch and handling of the products sold by the Vendor, which can be viewed within

Vendor Portal

The login based platform accessible by a Vendor by using the user name and password provided to it by Tudo

Vendor Performance

The Vendor performance in accordance with the policies and standards defined by Tudo

Vendor Support Center

The support service provided by Tudo to solve the issues faced by Vendors as well as help Vendors grow their business

Shipped

A Product is considered shipped and on course for delivery to the Customer

Signup Process

Process via which person(s) or entities sign up to sell on Tudo’s online marketplace

Shipping Provider

An external service provider designated by Tudo for shipping

 

3. ACCESS TO PLATFORM AND VENDOR PORTAL

3.1. After going through and successfully completing the Signup Process, Tudo shall provide the Vendor with a unique username and password to access the Vendor Portal and complete the registration process.

3.2. The Vendor is responsible for maintaining up to date information pertaining to their business on Vendor Portal such as, but not limited to, address and bank account number. Tudo is not responsible for any liability arising from incorrect information supplied by the Vendor.

3.3. The Vendor shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Vendor is solely responsible for any use of or action taken under the password and shall fully indemnify Tudo from any damages or injury resulting from any unauthorized use of its password.

3.4. Any correspondence or communication received through the Vendor Portal and/or appointed email address shall be presumed to originate from and have been made with the approval of the Vendor and Tudo shall be entitled to rely on such correspondence or communication.

3.5. Every message sent to the Vendor through his registered email in the Vendor Portal account or via Vendor Portal which did not receive an answer or written objection within 72 hours will be worth agreement between Tudo and the Vendor.

 

4. VENDOR PERFORMANCE

4.1 The Vendor agrees to respect and follow Tudo’s Compliance Policy to operate their shop smoothly and avoid the consequences of breaching the policy.

4.1.1 Vendor Compliance Policy

Tudo is dedicated to creating a trusted platform, connecting vendors to buyers, that promises an amazing online experience. Therefore, we have introduced a Vendor Compliance Policy. All vendors must obey compliance policy.

4.1.1.2 Product Guidelines Policy

Tudo’s Product Guidelines Policy (‘Policy’) outlines the standard guidelines Vendors need to follow when uploading products on Tudo’s platform.

This policy is in addition to, and in no way limits, other obligations of the vendors pursuant to the Marketplace Agreement.


 4.1.1.2.1 Policy Guidelines

4.1.1.2.1.1 Misleading Product Information

All Vendors are required to provide complete and accurate information when uploading products. This includes but may not be limited to:
  • Accurate information on product color, model, sizing, and variation
  • Correct details of what’s in the box
  • Accurate product weight information

 

4.1.1.2.1.1.1 Example of misleading product information:

If multiple color variations are shown in the same image, implying that any random color may be dispatched to the customer. (In this case we recommend adding variations and multiple images the customer can select from at the time of purchase).

4.1.1.2.1.2 Counterfeit & Prohibited Products

No Vendor will be allowed to sell counterfeit products and/or products not authorized to be sold on Tudo.

Counterfeit Items

  • Items that bear such similarities with other products that they are likely to deceive buyers into thinking they are made or sold by the owner of the other product's brand.
  • Items that apply a trademark (e.g. a brand or character logo) on the product, the product packaging, or anywhere in relation with the product, without authorization by the trademark owner.
  • Items that contain specific design elements (e.g. cartoon characters or colourways) protected by a trademark, without the authorization by the trademark owner.

4.1.1.2.1.3 Prohibited Items

Items that are in violation of any local country laws in which they are sold. Some of them are listed below

No.

Type of Products

1

Imitation firearms/paraphernalia

2

Military uniforms/Police uniforms

3

Translation of the Holy Quran without Arabic text

4

Anti-Islamic, obscene or subversive literature

5

Counterfeit products

6

Narcotics

7

Used vegetable ghee and cooking oil

8

Alcoholic beverages and spirits

9

Brewery machinery/machinery for alcoholic beverages

10

Gambling equipment

11

Hazardous or combustible materials/ flammable substances

12

Fireworks

13

Kite/Kite String

14

Stolen goods

15

Live animals, animal semen and embryos

16

Asbestos

17

Human blood and its fractions.

18

Explosives

19

Machinery for arms and ammunition

20

Radioactive substances

21

Security printing, Currency and mint.

22

Arms and Ammunition/ Parts and accessories of arms and ammunition non-prohibited bores.

23

Illegal Services

24

Jammers/ Descramblers

25

Sheesha /Hookah

26

Fur

27

Invoices/ blank

28

Ivory

29

Birth certificates, driving licenses, passports and visas

30

Bullion

31

Aerosols

32

E-Cigarettes, Cigarette tobacco

33

Giveaways, lotteries, raffles, or contests

34

Stocks, bonds, investment interests, and other securities

35

Digital currencies

36

Military decorations, medals and awards

37

Spy equipment and device

38

Bank card readers/ skimmers

39

Offer financial services, including money transfers, issuing bank guarantees and letters of credit, loans, fundraising and funding for person investment purposes, etc.

40

All items offensive to the Muslim culture or sensitive to the South East Asia security situation are prohibited.

41

Medical or healthcare advisory services

42

Bulk email or mailing lists that contain personally identifiable information

43

Coal, iron, iron ore, gold, titanium ore, vanadium ore and rare earth minerals.

44

Iranian petroleum products

45

Textile products of North Korea

46

Seafood of North Korea

47

Electrical Equipment of North Korea

48

Steel, Iron, Copper, Alumnimum of Iran

49

Machinery of North Korea

50

Earth, Stone Wood of North Korea

51

Food/Agriculture of NK

52

Minerals of NK

53

Iranian textile, construction, mining and manufacture industries

54

* Prohibit the sale of textile raw materials, machinery, textile products and related services imported from or exported to Iran

 

4.1.1.2.1.4 Fair Trade Policy

 

This Fair-Trading Policy defines what are the fraudulent activities that vendors are not allowed to participate in. This is to inculcate professional and reliable vendor behaviour so that we can boost the confidence and preserve the trust of shoppers for our platform.

4.1.1.2.1.4.1 Fraudulent Dealing


Fraudulent dealing is a vendor’s violation of Tudo rules and policies, by participating in fraudulent activities that allegedly infringe on the property rights or other legitimate rights and interests of others.

Listed below is a non-exhaustive list of examples of fraud:

  1. The Vendor obtains payment by providing goods, services or logistics information that are false or inconsistent with the description of the product listing.
  2. Implementing fraudulent acts through third-party accounts
  3. Sending a phishing link or Trojan virus information in order to defraud other people
  4. Fraudulently using the name of Tudo and its affiliates or Tudo customer service

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Tudo

4.1.1.2.1.4.2 Anti Competitive Behavior

Tudo has always been committed to maintaining a fair and equitable ecommerce environment so that any Vendor and buyer, who chooses to transact on Tudo, will not be disadvantaged. We will diligently and continuously monitor so as to protect the legitimate rights and interests of other users or platforms.

Anti-competitive behaviour or practices are business practices that prevent and/or reduce competition on Tudo.

Examples of anti-competitive behaviour includes, but is not limited to the following scenarios:

 Competitor harm: The Vendor maliciously orders, maliciously evaluates, or maliciously complains to other Vendors by themselves or by using other member accounts, affecting the reputation and normal operation of other Vendors.

Malicious order: refers to the Vendor's use of member accounts to place orders from other Vendors, which affects the normal operation of other Vendors, such as not paying for stock.

 Malicious evaluation: refers to the Vendor using member account to place orders from other Vendors, maliciously giving bad reviews or evaluating.

 Malicious Complaint: The Vendor complains to other Vendors by himself or by using other member accounts. The complaint content lacks relevant basis, or the purpose of the complaint is improper. There is deliberate damage to the goodwill of the peer Vendor due to the fraudulent operation of the Vendor or the deliberate attack on the legitimate operation of the peer Vendor.

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Tudo

4.1.1.2.1.4.3 Self Promotion:

Vendors are not allowed to purchase their own products with intentions to increase their performance, in one way or another, on Tudo platform. Any Vendor who is found to have ordered own products, or in a way or another collaborated with someone else to order own products.

4.1.1.2.1.4.4 Fulfilment Fraud

Fulfilment fraud refers to the situations where Vendors deliberately create false shipments to cheat buyers. Tudo does not tolerate fraudulent Vendor behaviour and Vendors who are found to have participated in fraudulent behaviour will be handled with the non-compliance actions laid out under the Non-Compliance Points.

What kind of actions are considered as Fulfilment Fraud?

Tracking Misrepresentation

Vendor tries to change the tracking details mentioned on freight bill for any reason. For example, Filling invalid Air way bill details that are unrelated to the order transaction.

Examples of Tracking Misrepresentation are listed but are not limited to the following:

Invalid shipping tracking reference number

The buyer and Vendor are maliciously colluded, and in the absence of real order transactions, misleading the Tudo platform through misappropriation of false shipments

Valid shipping tracking reference number but given tracking number has no obvious relationship with the order transaction

The Vendor induces the buyer to confirm the receipt in advance when the goods are not received

Sending Empty Parcels/ Unrelated Items

An example of sending unrelated items to buyers (but are not limited to the following):

Buyer orders an iPhone 8 from Vendor. Upon delivery, the buyer received an empty box.

Vendors who are found to have participated in fraudulent activities will result in an immediate termination of the vendor’s account with Tudo

4.1.1.2.1.4.5 Intellectual Property Rights Violation:

Tudo is dedicated to providing all buyers and vendors with the best selection of goods and to creating an amazing customer and online shopping experience. We do not allow listings that violate the intellectual property rights of brands or other rights owners.

4.1.1.2.1.5 Vendor Behaviour Policy

Tudo is dedicated to creating a trusted platform, connecting vendors to buyers, that promises an amazing online experience. Tudo does not allow any vendors (or buyers) to deliberately create any form of an unhappy transaction, in any manner, for each party.

We strongly encourage all vendors (and buyers) to communicate with each other in accordance to our Communication Guidelines.

  1. Causing Bodily Harm

This is defined by a verified case of a vendor in the course of committing assault, causing bodily harm/physical hurt to any Tudo buyer or Tudo employee, within or out of the course of a sales transaction. It is important to note that this is also a statutory offence where a vendor may potentially face prosecution.

  1. Issuing Threats to Buyers or Tudo employees

    Tudo does not tolerate threats of any kind, using any method including phone calls, text messages, emails or on our public communication spaces
  2. Unsolicited Communication

We do not allow our vendors to send spam to our buyers. Spam is a message, or part of a message that is both unsolicited and commercial in nature. Unsolicited means that recipient did not request for the message. Commercial in nature means that the message discusses, buying, selling and/or trading of goods and services.

 

  1. Profanity and Hate Speech

    In our continuous effort to make Tudo a trusted platform with wonderful shopping experience, we do not allow our vendors (or buyers) to use profanities, hate speech or misbehavior in their communication on the Tudo platform.

 

5.2. The Vendor agrees to respect and follow Tudo’s Customer Protection Policy. If any changes occur in the policy, the Vendor will be informed via email.

5.3. Tudo measures Vendor performance on an ongoing basis.

5.3.1. Tudo will rank the Vendor based on performance. There are daily order limits associated with each rank.

5.3.2. Tudo may, at any time, delist, downgrade or upgrade the Vendor depending on commercial and operational performance without any prior notice to the Vendor.

5.3.3. Upon delisting, the Vendor may need to go through the training module again in order to re-list on Tudo’s Platform. Tudo retains the right to blacklist Vendors who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

5.3.4. Tudo may, at its discretion, exempt certain Vendors from the daily order limitations and delisting criteria. These Vendors 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 Vendor as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

5.3.4.1. High rate of return on products

5.3.4.2. Lack of respect of packaging guidelines

5.3.4.3. Cancellations and orders out of stock

5.3.4.4. Slow fulfilment of orders

5.3.4.5. Selling counterfeit and illegal Products

6. VENDOR OBLIGATIONS TO CUSTOMER SERVICE

6.1. Tudo may forward questions or complaints received by Tudo’s Customer Service department regarding any sold Product(s) to the Vendor. The Vendor shall be obliged to respond to Tudo on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

6.2. On receiving Vendor’s response to any question or complaint, Tudo shall promptly forward the response to the Customer.

6.3. If a Vendor fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Vendor or any of its Products may be de-listed from the Platform without further notice.

7. COMMISSION

7.1. As an agent for the Vendor, Tudo shall be entitled to receive a commission for the sale of each Product on the Platform, basic commission rate as follow.

7.1.1 Silver Vendor – 5% Commission Rate. All delivery failed chargers should paid by the vendor. Bank transfer fees (If applicable) may charge from the vendor at every pay-out. Standard promotion will be from Tudo.

7.1.2 Gold Vendor – 10% Commission Rate. Delivery Failed chargers will pay by Tudo. Bank transfer fees (If applicable) may charge from the vendor at every pay-out. Standard promotion will be from Tudo.

7.1.3 Platinum Vendor – 15% Commission Rate. Delivery failed chargers and all payment fees paid by Tudo. Special Promotion for vendor store.

  7.1.4 Premium Vendors – Special Commission rate and chargers as agreed by the Tudo and Vendor.

7.2. Commissions are calculated as a percentage of tax inclusive sales price.

7.3. These Commissions are deducted by Tudo when making a pay-out to the Vendor defined under Payments.

7.4. Tudo reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice of 14 days in advance to the Vendor before enactment.

8. PAYMENTS

8.1. Tudo shall receive and process all payments for Products purchased on the Platform on behalf of the Vendor. Tudo shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

8.2. The payments will be made to the Vendor on a bi-monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.

8.3. Tudo will ensure payment statements are available on the Vendor Portal with all relevant payment information.

8.4. All payments will be made in Sri Lankan Rupees. In case the Vendor wishes to change the information for the Bank Account, it may do so by updating its Bank Account information through the Vendor Portal. Payments will be made via online transfer to the Bank Account specified by the Vendor in the Vendor Portal.

8.5. The Vendor agrees that Tudo shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Vendor with regards to its Bank Account

8.6. In case a payment has been issued by Tudo to the Vendor for a delivered item that is later returned to Tudo by the customer, Tudo will deduct equivalent amount in the next cycle and return the product to the Vendor (subject to return policy).

8.7. In case a Vendor’s Product is lost by Tudo and/or shipping provider during transit or handling, Tudo will purchase the product in question and process the payment as completed order.

8.8. In case the Vendor raises a dispute about the condition of a returned Product (e.g. Product is damaged), Tudo will purchase Product in question given the case is reviewed and accepted by Tudo in favour of the Vendor. For such a purchase, ownership of said Product shall pass to Tudo.

8.9. Tudo shall be entitled to deduct or withhold from payments to be made to the Vendor under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.

8.10. Any sums due to the Vendor hereunder may be applied by Tudo as a set off against any sums owed by the Vendor to Tudo, or against any claims of third parties against Tudo arising from the Vendor’ performance, whether under this agreement, any Contract or other document.

8.11. The Vendor shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Vendor shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Tudo shall have no liability in this regard.

9. WARRANTIES

9.1. The Vendor warrants to Tudo that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Vendor or others, will:

9.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

9.1.2. Be of merchantable quality and fit for the purpose(s) intended; and

9.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.

9.2. The Vendor furthermore warrants and represents to Tudo that:

9.2.1. 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 Vendor, enforceable against the Vendor in accordance with the terms thereof.

9.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.

9.2.3. 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.

9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Srilanka 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.

9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

9.2.6. It is legally entitled and permitted to sell the Products that it is listing.

9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.

9.2.8. It will package and ship all Products in accordance with all applicable laws and the Vendor shall be solely responsible for any violation of law and will indemnify Tudo against the consequences of any such violation.

9.2.9. All information, including but not limited to all information furnished to Tudo with regards to the Products is accurate and up-to-date.

9.2.10. 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.

9.2.11. 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 Vendor in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

9.2.12. The entry, delivery and performance of this agreement or any Contract by the Vendor 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.

9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Vendor 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 Tudo’s written request, the Vendor shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

9.2.14. If necessary, the Vendor shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Tudo to feature the Products on the Platform, at its own cost.

9.2.15. Tudo may at any point require the Vendor to provide any financial, business or personal information for any purpose whatsoever, and the Vendor shall provide the same to Tudo within seven (7) Business Days of such request being made.

9.2.16. 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 commited 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.

Please note all mobile devices should have a Telecommunication Regulatory Commission (TRC) approved sticker in order for a Vendor to be selling any mobile devices which are connected to the Cellular Networks inserting a SIM.

Therefore, please obtain a TRC approval and place the sticker on all mobile devices that you wish to sell with us.

10. INTELLECTUAL PROPERTY

10.1. The Vendor 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 Vendor warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

10.2. The Vendor undertakes and represents to Tudo 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. Tudo acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

10.3. The Vendor represents and warrants to Tudo 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.

10.4. 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.

10.5. The Vendor shall not be entitled to use any Intellectual Property belonging to Tudo without Tudo’s prior approval in writing.

10.6. 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 Tudo or Vendor’s on the platform or otherwise tarnish or dilute any Tudo or Vendors’ 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

11. CONFIDENTIALITY

11.1. 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 Vendor by Tudo, or produced or created by the Vendor for Tudo hereunder are the intellectual property of, and confidential to Tudo and Vendor and shall be used solely by the Vendor for purposes of this agreement. All such information shall be treated and protected by the Vendor as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Tudo, and shall be disclosed within the Vendor’s organization only on a need-to-know basis.

11.2. 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 Vendor in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.

11.3. 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.

11.4. 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.

 

 

12. INDEMNIFICATION

12.1. The Vendor agrees to release, defend, indemnify and hold harmless Tudo, 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:

12.1.1. any defect in Products sold to any Customer;

12.1.2. any claim made by any Customer on the basis of any Contract;

12.1.3. any defect in the packaging or shipping of a Product by the Vendor;

12.1.4. any violation of any law committed by the Vendor, including any failure by the Vendor to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product.

12.1.5. any negligence or fault of whatever nature of the Vendor or its affiliates, and any director, officer, employee, contractor, or agent; or

12.1.6. any breach in any warranty or representation made herein.

13. LIMITATION OF LIABILITY

13.1. The Platform And Vendor Portal, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Vendor’s Access To And Use Of The Platform And The Vendor Portal, Are Provided "As-is." The Vendor Acknowledges and Confirms That It Will Access and Use The Platform And The Vendor Portal At Its Own Risk. To the Fullest Extent Permissible by Law, Tudo Disclaims:

(i) 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;

(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And

(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From Tudo’s Negligence. Tudo Does Not Warrant That The Functions Contained In The Platform And Vendor Portal Will Meet The Vendor’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Tudo 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.

Tudo Does Not Warrant That The Functions Contained In The Platform And Vendor Portal Will Meet The Vendor’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And Tudo 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.

13.2. Because Tudo Is Not A Party To The Contracts Between Customers And Vendors, If A Dispute Arises Between Them, The Customer And Vendor Release Tudo (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.

13.3. Tudo Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Vendor Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Vendor 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 Tudo Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, Tudo’s 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 Vendor To Tudo Except For Under Clause 5.6.

 

14. FORCE MAJEURE

14.1. Tudo shall not be liable to the Vendor or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Tudo’s obligations if the delay or failure was due to any cause beyond Tudo’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Tudo’s reasonable control:

14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

14.1.3. import or export regulations or embargoes;

14.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Tudo or of a third party);

14.1.5. interruption of production or operation, difficulties in obtaining raw materials labour, fuel, parts or machinery;

14.1.6. power failure or breakdown in machinery.

14.2. Tudo may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Tudo shall not be liable for any loss or damage suffered by the Vendor as a result of such suspension, including but not limited to from the Vendor’s failure to fulfill any Contract with a Customer.

15. DURATION & TERMINATION

15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

15.2. The Vendor may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

15.3. On or at any time after the occurrence of any of the events of default in Clause 14.4 below, Tudo 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 Vendor.

15.4. The following shall constitute events of default:

15.4.1. the Vendor being in breach of any warranty or representation under this agreement or any Contract;

15.4.2. the Vendor 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 Tudo of such breach;

15.4.3. the Vendor passing a resolution for its winding up or a court of competent jurisdiction making an order for the Vendor’s winding up or dissolution;

15.4.4. The making of an administration order in relation to the Vendor or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Vendor’s assets;

15.4.5. the Vendor making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

15.4.6. the Vendor ceasing or threatening to cease to carry on business; or

15.4.7. Tudo reasonably apprehends that any of the events mentioned above is about to occur in relation to the Vendor and notifies the Vendor accordingly.

15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Vendor shall be obliged to perform all Contracts entered into with Customers.

15.6. The Parties will settle all outstanding liabilities on termination of this agreement.

16. ASSIGNMENT

16.1. The Vendor may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Tudo. If consent is granted, any such assignment by the Vendor shall not increase or alter Tudo’s obligations nor diminish the rights of Tudo, nor relieve the Vendor of any of its obligations under this agreement or any Contract.

16.2. Tudo reserves the right to assign this agreement, in whole or in part, to any party, including Tudo’s affiliates.

16.3. The Vendors shall give Tudo prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

 

17. NOTICES

17.1. All notices between the Parties shall be in writing.

 

18. RELATIONSHIP OF THE PARTIES

18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Tudo in relation to the Vendor beyond that specifically expressed in this agreement as a commission agent.

19. MODIFICATIONS

19.1. The Vendor acknowledges and agrees that Tudo 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 Vendor upon the posting of such changes on Vendor Portal or on the Platform, and the Vendor is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Vendor should refer regularly to Vendor Portal to review the current agreement (including the Platform Policies). Tudo will inform the Vendor of any modification via email. THE VENDOR’S CONTINUED ACCESS AND USE OF THE PLATFORM AND VENDOR PORTAL AFTER Tudo’S POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

19.2. The Vendor will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Vendor Portal or via Email. If there is no response from the Vendor it will count as an agreement on the Vendors part.

20. MISCELLANEOUS

20.1 COMPLETE ORDERS

When creating an account on Vendor Portal, the Vendor is by default operating on Dropship.

  1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Tudo shall be subject to correction without any liability on the part of Tudo.

20.2. No waiver by Tudo of any breach of this agreement by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.

20.3. 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.

20.4. 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.

20.5. This agreement shall be governed by the laws of Sri Lanka and the Parties agree to submit to the exclusive jurisdiction of the competent courts.

20.6. Tudo 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.

21. Order Processing and DELIVERY

21.1. Inventory Treatment:

21.1.1. The Vendor is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Vendor Portal on a daily basis.

21.1.2. In the event that the Vendor reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Vendor Portal.

21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Vendor’s inability to update the correct inventory information for that Product on the Vendor Portal and a Customer places an order for the Product, the order may be cancelled and the Vendor may be penalized for breaching Platform Policies.

 

21.2. Order Processing and Packaging:

21.2.1. Upon receipt of an order for the purchase of Products, Tudo shall forward the order and furnish the Vendor with details relating to the ordered Product(s) via the Vendor Portal, including the Vendor’s product or bar code relating to the Product(s) and any other details required to fulfil the order - as provided by the Customer. Order Status on the Vendor Portal will be depicted as Pending and is a confirmation of an order placed by a customer.

21.2.2. Upon receipt of information under Clause 21.2.1 above, the Vendor 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 Vendors ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Vendor shall immediately inform Tudo via the email or hotline.

21.2.3. No package will be handed over to shipping provider if the order / item status is marked as "cancelled" on Vendor Portal prior to its shipment.

21.2.4. Packaging materials to be used are prescribed within the Packaging Guidelines.

21.2.5. The Vendor must print and pack the invoice, shipping label and returns form generated via the Vendor Portal with the shipment package.

21.3 Order Processing Time

21.3.1 Vendor must ship the order within 2 working days. Shipping the order within the given time frame is a responsibility of the vendor.

21.3.2 In case of unable to process the order, vendor must cancel the order within 24Hours.

21.3.3 Delivery chargers of the failed to deliver orders which did not ship the given time frame on 21.3.1 will be deduct from the vendor. This rule will supersede the section 7.1.3

 

21.4. Shipping and Order Fulfilment:

21.3.1. Vendor 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 Vendor who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Tudo.

21.4.2. The Vendor acknowledges and agrees that:

21.4.2.1. Neither the shipping provider nor Tudo 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.

21.4.2.2. The shipping provider and Tudo shall have the right but not the obligation, to inspect any shipment without prior intimation to the Vendor for checking the contents. The Vendor is responsible for ensuring the correct Product(s) are sent to Customers

21.4.2.3. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

21.4.2.4. No package will be handed over to shipping provider if the order/item status is marked as "cancelled" on Vendor Portal prior to its shipment.

21.4.2.5. The Vendor acknowledges that Tudo shall not be liable to pay for any payment(s) of any cancelled packages to the Customer.

21.4.2.6. For the avoidance of doubt continuous abuse of this policy shall result in the Vendor’s shop being delisted by Tudo.

 

21.5. Cancellations, Rejections, Returns and Refunds

21.5.1. The Vendor agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

21.5.2. The Vendor agrees that if the customer cancels an order prior to the order being marked shipped, the Vendor shall not dispatch any cancelled status orders for shipment to shipping provider. Any such shipment and liability associated with the same shall remain the Vendors responsibility at all times.

21.5.3. The Vendor authorizes Tudo 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.

21.5.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Failed Orders”), Tudo may, at its discretion, charge the entire cost of shipping the Product as per the section 6.1 of this agreement. 

21.5.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Vendor will accept returns of Products in the following cases:

21.5.5.1. Defective/Damaged Product

21.5.5.2. Incorrect Product

21.5.5.3. Incomplete Product

21.5.5.4. The product is unused, unworn, unwashed and without any flaws.

21.5.5.5. The product includes the original tags, user manual, warranty cards, freebies and accessories.

21.5.5.6. The product is returned in the original and undamaged manufacturer packaging / box.

21.5.6. In case of a return, Tudo may, at its discretion, bill the Vendor for the cost of shipping the Product from the Customer to Tudo or to the Vendor.

21.5.7. In case of returned products, Tudo protects the Vendor by conducting a quality control check at Tudo Warehouse 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.

21.5.8. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Vendor agrees that it shall be bound by Tudo’s inquiry into and decision as to the condition of the Product at the time of delivery.

21.5.9. At the Customer’s option, the Vendor will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Tudo to provide a full refund. The damaged Product may be shipped to the Vendor at the Vendor’s cost unless the Vendor directs Tudo to dispose the Product.

21.5.10. Tudo may, at its discretion, bill the Vendor for the cost of shipping the replacement Product to the Customer.

21.5.11. The Vendor 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.

 

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