The Number Market Marketing Company[JT1] , a limited
liability company registered under Jordanian laws with the Ministry of Industry
and Trade under the number (61285), and its address is 162 Al-Madina
Al-Munawwarah Street - Amman, Tel: +96265564680 Email: Info@cosmetics.market. It is
represented by Mr. Khalil Mahmoud Khalil Abu Al-Rub (hereinafter referred to as
the “First Party” or the “platform”); And the
The Vendor company which is a company registered under
Jordanian laws with the Ministry of Industry and Trade and bears the national
number. (referred to herein (after "Second Party" or
"Vendor" or "Seller").
Preamble
Whereas, the Company operates an e-commerce platform
consisting of a website and/or mobile application under the name “COSMETICS.MARKET”
(hereinafter referred to as the “Platform”), and through this platform, the
Company allows legal persons to display their products consisting of cosmetics and selling them through the Platform, and as the Vendor wishes to take
advantage of the Platform to display and sell its products of cosmetics and sell them (“Products”) without the Company bearing any liability whatsoever
since the Platform is available to all vendors, and where both Parties
acknowledge their legal and contractual capacity to enter into this Agreement
and to be bound by its terms, the Parties have agreed as follows;
1.
PREAMBULATORY CLAUSE
1.1 The preamble of this Agreement and all its
appendices and all the policies, terms, and conditions of the First Party and
the Platform published on the Platform are an integral part of the Agreement
and shall be read with it for all purposes, and the Second Party acknowledges
reading the terms contained herein and agrees to them and any future amendments
thereto.
2.
VENDOR'S ACCOUNT AND VENDOR'S DECLARATIONS:
2.1 The Vendor's account created on the
Platform is subject to revision and approval at the Company's discretion provided
that the Vendor has the right to create one account on the Platform, before
activating the same on the platform, by filling in all the required
information, including information about products. The company reserves the right to refuse
and/or cancel and/or delete any account/subscription of the Vendor and/or
suspend the activation of the account and/or subscription and/or reject and/or
cancel and/or delete any products in the event the Vendor breaches the terms
and conditions of this Agreement or breaches what is stated in Clause (1.1)
above, without prejudice to any of the other rights of the Company.
2.2 By registering on the Platform, the Vendor
shall be able to display, market, and sell products on the Platform, provided
that the payment process is made under the provisions of this Agreement.
2.3 The Vendor acknowledges that the Vendor is
solely responsible for its account on the Platform and the Products offered and
sold through its account on the Platform, and hereby acknowledges that they
have obtained all necessary approvals and licenses to conduct their business,
sell and market their Products under the provisions of this Agreement, and the
Vendor acknowledges that the Company’s obligations are limited to the process
of facilitating the sales through the Platform, bearing in mind that the
Company is not a party to the sales contract between the buyer and the Vendor
and that the Company does not bear any responsibility whatsoever for any of the
above.
3.
PRODUCT SHOWCASING
3.1 The Vendor acknowledges he shall be solely
responsible for displaying his Products
on the Platform by uploading the Products with clear pricing including all
relevant and added fees, detailed information, specifications, and pictures of
each Product, as determined by the Company, noting that the Product shall be
photographed and presented in the form and manner determined by the Company.
3.2 The Vendor acknowledges and agrees that
the description of the Products shall include at least the following:
3.2.1 The image of the Products to be displayed
on the Platform.
3.2.2 A clear name and accurate description of
the Products to be displayed on the Platform “in both Arabic and English”.
3.2.3 Available quantities of each Product.
3.2.4 The price of the Product and the added
amounts under the provisions of this Agreement.
3.2.5 Clearly state the warranty period in the
Product description in case there is a warranty on the Product.
3.2.6 Determine the number of each Product.
3.3 The Vendor acknowledges and guarantees to
the First Party that all Products displayed on his account on the Platform have
obtained all the necessary approvals, licenses, and specifications specified by
the Company before they are presented on the Platform and marketed, and that
the Vendor bears full financial and legal liability in the event of a
violation, including being held liable towards the Company and/or the buyer
and/or any third parties.
3.4 The Vendor acknowledges that the lists of
the listed Products and any information related to the Products and/or prices
and/or any modification and/or change to the Products and prices on its page
are correct, constantly updated, and true
4.
PRICING
4.1 The Vendor acknowledges and agrees that
the pricing method of the Products is carried out by the Vendor with the
approval of the Company so that all Product prices are determined inclusive of
sales tax and any other tax applicable to the Products and are in Jordanian
Dinar or any other currency chosen by the Vendor upon the Company’s approval.
The Vendor is solely responsible for paying any taxes to the competent
authorities for this purpose.
4.2 The Vendor may apply any discounts,
including seasonal discounts, or any other discounts according to the relevant
legislation and/or amend or change the prices after the approval of the
Company. The percentage of the Company specified previously shall be added to
the price announced by the Vendor inclusive of sales tax and any related tax
for any of the Products on the Vendor’s page.
5.
PROCESSING, PACKAGING, AND DELIVERY OF PRODUCTS
5.1 Although the terms and conditions of the
Platform facilitate returns and exchanges between the Vendor and the buyer and coordination
between the two parties without the Company being directly involved in the
return and exchange, the Company is not in any way a party to the sale
transaction between the Vendor and the buyer, and the contract of sale and
purchase between the buyer and the Vendor is subject to the terms agreed
between the two parties under the provisions of this Agreement and any terms
and conditions contained on the Platform.
5.2 When a purchase order has been confirmed
for any of the Products, the Vendor must:
5.2.1 Prepare the order by packaging and
labeling the product(s); And
5.2.2 Deliver the Product(s) to the delivery
companies, within (two days maximum) from the time of the confirmation of the
purchase order.
5.3 The Product shall be delivered via the
companies specified by the First Party or with whom the First Party contracts
for delivery and transportation for the benefit of the Vendors, taking into
consideration that the Company is not liable in any case for the
transportation, delivery nor destruction of the Product(s).
5.4 Delivery fees, and other additional costs
and fees are paid by the buyer only, which must be displayed to the buyer after
completing the sale transaction on the Vendor’s page.
6.
ADDITIONAL SERVICES
6.1 The Vendor may subscribe to additional
services available from time to time through the Platform, including but not
limited to:
6.1.1 Order processing services, as required by
the Company's guidelines; And
6.1.2 Marketing and advertising services; And
6.1.3 Product photography services; And
6.1.4 Services of adding Product(s) to the
Platform by the Company; And
6.1.5 Any services that the Company decides to
add from time to time and that the Provider agrees to subscribe to.
6.3 If the Vendor wishes to subscribe to any
of the additional services, then he must submit a written request to the
Company in accordance with the terms, conditions, and fees outlined by the
Company, which the Company has the right to amend or change from time to time
as it deems appropriate.
6.4 The First Party may modify or cancel any
of the additional services for any reason, and for no reason, provided that the
Vendor is notified at least (30) thirty days in advance, and the First Party
may withhold any of the additional services from the Vendor if t refrains from
paying any of the financial dues payable under the provisions of this
Agreement.
7.
COMMISSIONS
7.1 The Vendor acknowledges and agrees to pay
a commission percentage of the sale price including sales tax and any other
taxes for every Product sale transaction made through the Platform, in addition
to paying the fees for all Platform services and any additional services if the
Vendor is subscribed to them.
7.2 The Vendor is informed that there will be
changes to commissions and/or fees from time to time, upon prior notice from
the Company and at its sole discretion, and this will not affect any previous
obligations to pay commission prior to the publication of new rates or for previously
paid services.
8.
TRANSFERS AND PAYMENTS
8.1 The Vendor acknowledges that the payment
on the Platform is made via the methods specified by the Company, and the
Company deducts its agreed commission directly from the value of those amounts
received by it and any other amounts owed to the Company pursuant to this
Agreement, in addition to deducting transportation and delivery expenses and
costs and that will be paid directly to the relevant entities.
8.2 The Company shall transfer the selling
price of the Products after deducting all discounts, commissions, expenses, and
costs of transportation, delivery, and shipping as the case may be, through the
clearing that takes place at the end of each month, provided that the amounts
due after the deductions are paid as indicated to the Vendor within (7) days
from the Company’s receipt of the payments for the Products, and in the event
of that the funds are transferred to the Vendor’s account, the Vendor shall bear
the transfer commission.
8.3 The Vendor shall bear full responsibility
with respect to the account details that it has provided, and the Vendor shall
provide the Company with accurate and updated details of the bank account, and
the proof of payment to the Vendor’s account shall be considered as conclusive
evidence that the Company has paid all their due payments and that the Vendor
has received such amounts.
8.4 Upon the Vendor’s request, shall be
provided with an account statement showing the details of the selling prices of
the Products, discounts, and transfers. This statement is conclusive evidence
against the Vendor regarding its subject matter that is not subject to appeal
except as stated in clause (8.5) below.
8.5 If the Vendor objects to any transaction
or account statement, the Vendor shall submit a complaint to the Company within
(30) thirty days from the date of issuing the account statement or the date of
the transaction, as the case may be. If a complaint is not submitted, the
Vendor’s right to object shall be forfeited, and the account statement shall be
conclusive evidence.
9.
BREACH OF THE TERMS AND CONDITIONS OF THE AGREEMENT
9.1 In the event that the Vendor breaches the
provisions of this Agreement and/or the Platform’s policies and terms &
conditions, the First Party shall have the right to take any of the actions
referred to below, provided that the First Party has the right to apply more
than one measure collectively:
9.1.1 Send a
written notice for the Vendor to rectify the situation within (3) three
days from the date of notification of the written notice, otherwise, the First
Party may suspend, ban or block the Vendor’s access to the Platform and its
account temporarily or permanently; and/or
9.1.2 temporarily or permanently suspend, ban or
block the Vendor's access to the Platform and its account without the need for
written notice; or
9.1.3 Termination of the Agreement.
2.9 It is agreed that the penalties outlined
in Clause (9.1) above shall also be applied as well in the cases set forth
below:
1.2.9 receiving negative reviews or comments on
the Platform regarding the Vendor or the Products; or
2.2.9 that if any of the Products sold do not
conform to the specifications shown on the Vendor's account on the Platform; or
3.2.9 Any other reason that the Company deems
necessitating the application of these penalties, in particular, to maintain
the reputation and credibility of the Platform; or
4.2.9 The Vendor's violation of the terms and
conditions of the Agreement or the terms & conditions, and policies
published by the Company on the Platform and as referred to in the Agreement.
10.
CONFIDENTIALITY
10.1 Each of the two Parties is obligated to
maintain the confidentiality of the information exchanged during or due to the
implementation of the provisions of this Agreement, and not to disclose or
share it with any third party, under the liability of compensation for any
direct or indirect losses, claims, expenses and/or expenses.
11.
PRODUCTS RETURN AND REFUND
11.1 Notwithstanding what is stated in this
clause, and if there is a warranty on the Products sold, the Vendor must
guarantee these Products according to the terms of their warranty.
11.2 Returns and exchanges of Products are
managed under the Platform's policy, which may be modified from time to time by
the Company, through the Vendor’s account directly on the Platform.
11.3 When returning Products through the
Platform, the value of the Product subject to return will be returned in full
to the buyer, including the value of the commission owed to the Company
(excluding the fees paid for shipping and transporting the Product) subject to
the return provisions stipulated on the Platform.
11.4 For Products that have not been delivered
to the buyer, the buyer shall receive their full value if they cancel the
purchase order within (7) seven hours from the time of completing the purchase
transaction, even if the purchase order is accepted from the Vendor, and the
amounts shall be refunded to the buyer automatically within (30) days from the
date of cancellation of the purchase order.
11.5 When the Product is returned through the
Platform, the price of the product will be refunded either by returning the
amount to the buyer's credit card; Whereas, payment on the platform is made
through a credit card, or credited to his electronic wallet within thirty (30)
days from the date of returning the product.
11.6 The buyer's issuance of the purchase order
is an authorization from the buyer to the First Party or any third party
specialized in electronic payments to deduct the value of the purchases from
the balance of the Buyer’s credit card.
12.
NOTICES
12.1 The addresses for notices and
communications under this Agreement shall be the addresses set out at the
beginning of this Agreement.
12.2 Any notice required to be given under this
Agreement shall be in writing in the Arabic language and sent to the address of
the Party to be served or the address to which the other Party is notified
under this clause and sent by registered mail, fax, courier or other electronic
means of transmission. The Vendor shall inform the Company as soon as the
address of the Vendor is modified or changed.
13.
TERMINATION PROVISIONS OF The AGREEMENT:
13.1 Subject to any other cases provided for,
under this Agreement, the provisions of this Agreement shall terminate in any
of the following cases:
13.1.1 Agreeing to terminate the provisions of
this Agreement with the written consent of both Parties.
13.1.2 The unilateral termination of this
Agreement by either Party through a written notice addressed to the other Party
(30) days prior to the desired date of termination, taking into account any
financial rights owed to any of the two Parties, and provided that the
financial rights of the two Parties are settled within a maximum period of (30)
days from the date of termination.
13.1.3 Permanent suspension of the Platform's
work by a decision of the Company unilaterally, will result in immediate
termination of this Agreement.
13.2 In the event of the termination of the
provisions of this Agreement or the blocking of the Platform from the Vendor,
the additional value services agreed upon between the two Parties shall end,
and no Party shall be entitled to any compensation whatsoever as a result of
the termination or arising from the termination.
14.
APPLICABLE LAW AND JURISDICTION
14.1 The provisions of Jordanian law shall
apply to the interpretation and implementation of the terms and conditions of
this Agreement. And the Jordanian courts, specifically and exclusively (Amman
Court - Palace of Justice) shall have the authority to consider and resolve any
dispute or disagreement arising out of or related to this Agreement.
15.
GENERAL PROVISIONS
15.1 The provisions of this Agreement shall
prevail if the provisions stipulated in it differ from any terms and policies
contained on the Platform.
15.2 The First Party, without the need for the
prior consent of the Vendor, may assign, transfer, dispose or assign any of its
rights and obligations under this Agreement to any party or person without any
restriction.
15.3 the Vendor shall not, without the prior
written consent of the Company, assign, transfer, dispose or otherwise dispose
of any of their rights and/or obligations under this Agreement.
15.4 This Agreement shall not be amended
without the written consent of the two Parties by signing the amendment by the
authorized signatory of each Party, except as otherwise stipulated and with the
exception of the amendment to the policies, terms, and conditions of the First
Party and the Platform which are published on the platform, and can be amended
unilaterally by the First Party.