This Marketplace Sellers Agreement (hereinafter referred to as “Agreement”) is made and entered into by and between byPINKLAND Ltd, a company incorporated pursuant to the laws of the United Kingdom with registration number 13945554 and having its registered address at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (hereinafter referred to as “byPINKLAND”); and “You” / “Seller” as identified in Seller Center under the head ‘Seller Profile’.
This Agreement will come into effect on the date at which the Seller accepts the electronic Agreement in Seller Center (“Effective Date”).
The aforesaid organisations are hereinafter referred to individually as “Party” and collectively as “Parties”.
WHEREAS
(A) byPINKLAND conducts business through, inter alia, the sale of various products on the internet.
(B) The Seller is the owner and/or authorised distributor of the Brand and the Products, including but not limited to the Intellectual Property Rights embodied in the Brand and the Products.
(C) The Seller intends to sell the Products on the bypinkland.com and byPINKLAND has agreed to provide its Website as a platform for the sale of such Products in accordance with the terms and conditions contained herein.
AND NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 The Commercial Terms as set out in your Seller Profile in Vendor Platform are an integral part of this Agreement and shall be read and construed as one document.
1.2 In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:
Agreement: This Framework Purchase Agreement duly signed and stamped by the Parties, including any schedules, appendices, and annexures attached hereto, including the agreement concluded between the Seller and the Customer via the Website for the sale of the Products to Customers;
Business Day: A day, from 10.00 a.m. to 6.00 p.m., (excluding Saturdays, Sundays, and Public Holidays) on which commercial banks are open for business in the United Kingdom;
Conditions: The general terms and conditions set out in this Agreement and (unless the context otherwise requires) any additional terms and conditions mutually agreed upon in writing by both Parties;
Commercial Terms: Commercial terms governing your relationship with byPINKLAND, which are legally binding and are available on Seller Center. These include but are not limited to certain service fees, Seller Handling Time, etc.
Seller Handling Time: The time taken for the Seller to confirm and prepare the order for collection. Seller Handling Time is prescribed in the Commercial Terms;
GBP: British Pound, being the lawful currency in the United Kingdom;
In writing / Written: In written form by means of a letter and signed, which includes any electronic mail sent from the e-mail address of and provided by the Parties and any comparable means of communication that results in a permanent record being made;
Indemnified Party: byPINKLAND and its affiliates, shareholders, directors, employees, associates, agents, users, successors, and assigns;
Intellectual Property Rights: The legal rights or interests evidenced by or embodied in any idea, design, concept, method, technique, invention, discovery, improvement, and enhancement regardless of patentability, including but not limited to patents, copyrights, trademarks, and trade secrets.
List Price: The actual selling price set by the Seller and represented to the Customers on the Website;
Losses: All claims, losses (including without limitation, all damages, expenses, fees, fines, penalties, court costs, and reasonable attorneys’ fees), liabilities (criminal or civil), demands, suits, causes of action of every kind and character;
Payment gateway: online payment service provided by byPINKLAND to sellers;
Payment gateway fee: provided by byPINKLAND;
25% service fee: the fee charged by byPINKLAND for providing platform service, online payment services, shipping and processing services.The fee that byPINKLAND will charge to the Seller on each Product sold via the Website and shall be payable by the Seller to byPINKLAND in accordance with the Commercial Terms;
Products: Products (including any instalment of the Products or any parts thereof) and services where appropriate, marketed under the Brand which the Seller intends to sell to Customers through the Website;
Seller Center: Portion or part of the Website which is specifically created and set aside by byPINKLAND for use by the Seller for the sale of the Products on the Website;
Sellers Revenue: The difference between the List Price (excluding VAT) minus the Platform Service Fee
Promotion: Any byPINKLAND promotional voucher agreed to be absorbed by byPINKLAND;
SKU (Stock Keeping Unit): The distinct Product offered for sale by the Seller which embodies all attributes associated with the Product and that distinguishes it from all other products;
VAT: Value Added Tax;
Platform: The website located at www.bypinkland.com;
byPINKLAND’s 3PL / 3PL: The third-party logistics services provider engaged by byPINKLAND to collect the Products from the Seller and to deliver the Products to the Customers or from byPINKLAND’s warehouse in Hong Kong to the Customers.
1.3 In this Agreement, unless otherwise stated (or unless the context otherwise requires):
(a) References to “Clauses” and “Appendices” are, unless otherwise stated, to clauses and appendices to this Agreement;
(b) Words importing the singular shall include the plural and vice versa;
(c) Words importing the masculine gender shall include the feminine gender and vice versa;
(d) Words importing an individual shall include a corporation and vice versa;
(e) The headings are inserted for convenience only and shall not affect the construction of this Agreement;
(f) The terms “other”, “include”, “including”, “for example” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible;
(g) The expression “this Agreement” or any similar expression shall mean this Agreement and any supplemental written Agreement hereto as may be in force from time to time; and
(h) References to a particular law (including a statute or statutory provision) shall be construed as references to that law as it is in force at the relevant time taking account of any amendment, re-enactment or extension and shall include any subordinate legislation for the time being in force made under it.
2. BASIS OF THE AGREEMENT
2.1 Subject to this Agreement, to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Seller or in correspondence or implied trade custom practice or course of dealing, which outlines the terms and conditions under which, byPINKLAND and the Seller will work together so as to enable the Seller to use the Website as a platform for the sale of the Products.
2.2 No variation or amendment made by the Seller to this Agreement shall be binding unless expressly agreed in writing and signed by the authorised representatives of both Parties. For the avoidance of doubt, any director of the Seller and byPINKLAND shall be deemed to be authorised representatives of the Seller and byPINKLAND respectively.
2.3 In the event the Seller ascertains any requirement or provision of this Agreement that may conflict with any other requirement or provision, the Seller shall give byPINKLAND a written notice of such alleged conflict within seven (7) calendar days from the Effective Date. Any such conflict shall be referred to byPINKLAND for resolution in byPINKLAND’s absolute and sole discretion. In the event that the Seller fails to provide such written notice within the time stipulated, any costs incurred in correcting the erroneous interpretation shall be borne fully by the Seller.
3. Term and renewal
3.1 After both parties sign this Agreement, this Agreement will be valid for one (1) year unless terminated earlier by both parties in accordance with the terms of this Agreement.
3.2 Both parties acknowledge and agree that:
(a) The expiration or early termination of this Agreement for whatever reason shall not affect any provision of this Agreement which, by its interpretation, is intended to survive such expiration or early termination and in such circumstances Obligations to continue to exist or operate (express or implied) shall continue to have effect until the fulfillment of the obligations of the parties, such as the Seller’s obligation to dispatch the Goods to the Customer in accordance with the Order; and
(b) Upon expiration or early termination of this Agreement, neither party shall have any obligation or liability to pay the other party except for any losses, costs or expenses arising from any breach of contract, willful misconduct, fraud or gross negligence of the other party. Compensation of any kind.
4. SERVICE PROVIDER PARTNERSHIP
4.1 byPINKLAND agrees to provide the Website as a platform to the Seller for the sale of the Products, provided all Conditions set out in this Agreement are complied with by the Seller.
4.2 byPINKLAND shall facilitate the Customers to purchase the Products through the Website, upon which byPINKLAND will forward each order made by the Customers through the Website to the Seller in accordance with Clause 8 below. For the avoidance of doubt, each order made by the Customers for the sale of Products shall be deemed to be an Agreement entered into between the Customer and the Seller.
4.3 Each Party represents and undertakes that it is entering this Agreement as independent contractors. Neither Party shall have any right, power or authority to enter into any Agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, joint venture, or partnership between the Parties or to impose any liability attributable to such relationship upon either Party. The use of the term “Seller” or “partnership” herein does not create a partnership between the Parties.
5. PLATFORM SERVICE FEES
5.1 All fees under this Agreement shall be paid in accordance with the Commercial Terms.
5.2 byPINKLAND will issue monthly statement to the Seller for all fees payable pursuant to the Commercial Terms on a monthly basis and transfer to Seller’s Bank Account.