Vendor/Seller Contract Protected by appropriate Nigerian laws

  1.   Prologue

  • ST-PALET Engineering LTD (“” or “we”) owns and operates an eCommerce website (“marketplace”), manage the product delivery/logistics network and the payment systems, for the sole purpose of buying and selling of consumer goods and services in Nigeria (“territory”).
  • All vendors on the marketplace shall abide by these terms and conditions plus every other general terms and condition of the use of the website and the marketplace.
  • Registering as a vendor on our marketplace means you agree to; these laid down vendor terms and conditions, all other general terms and conditions, our privacy policy, codes, and guidelines, which are all subject to amendment. During registration you will be required to agree to these terms and conditions, our guidelines, codes, and policies through electronic signature (checking the confirmation button), which is also considered and recognized as an original signature.
  1.  Vendor’s Store Creation

  • To become a vendor in Palet, a seller will have to visit our “vendor zone” portal to register, agree to all the terms and conditions and finally create a vendor account (store) on our marketplace.
  • After registration and account creation, the store does not automatically go live until approved by admin. Customers can only be able to access the store after the admin’s approval.
  • As a vendor on Palet marketplace, you are responsible for your product listing, and therefore agree; to get all the necessary licenses you need to sale on the platform, and to register with the relevant tax authority and pay all the required taxes for the sales you make on our platform.
  • You also agree; that you may not open more than one account, that you seek our permission for a second or further account creations, and that you are not a staff of Palet or a relative of our staff.
  • You are expected to carry out your business activities on the marketplace
    professionally, and with respect towards our staff and buyers.
  • You are expected to adhere to all the business ethics, industry best practice, and applicable laws and regulations set by Palet and the Nigeria Government.
  • Palet may in our absolute discretion with or without your notice, delete or suspend any vendor’s store that fails to adhere or breaches any of the set rules and regulations guiding the marketplace, without prejudice to our other rights or remedies.
  1.   Listing of Products

  • It is your sole responsibility as a seller to list your products on the marketplace, subject to admin approval before publication. For every product, the seller shall upload only the acceptable image format and size (refer to the vendor zone portal) and also complete all the necessary information on the product page which include price, sale price (if necessary), product description, product inventory and the correct categories.
  • You also agree to furnish us with additional information and documents should we need them to ascertain the authenticity
  • You can only list products that relate to the list of products in our catalogue.
  • Only one listing per product is permitted, and sellers are expected to adhere to that.
  • As a vendor, you agree to be responsible for all your listing on the market place and to comply with the rules set out in our general terms and conditions and all other rules and regulations set out by the government on consumer goods.
  • Every product listing is subject to admin approval before publishing, you
    therefore understand that this can sometimes take a longer time than usual for products that require further verification and quality control.
  • Palet may in our absolute discretion with or without your notice, delete or suspend any product listing that fails to adhere or breaches any of the set rules and regulations guiding the marketplace, without prejudice to our other rights or remedies.
  • You are not permitted to list any counterfeit products or any prohibited product by the government. Listing of products that relate to narcotics, steroids, pornography, sexually explicit materials, and weapons are not permitted in our marketplace.
  • You also fully understand and agree that even though the product is approved and published by us, you are wholly responsible for the product and that we reserve the right to sanction any vendor that does not comply with the rules and regulation guiding product listing as stated in our vendor zone and other terms and conditions.
  • It is the sole responsibility of the seller/vendor to always update his/her product inventory. Palet shall hold the vendor responsible for any issue or customer disappointment caused by the wrong inventory.
  1.   Pricing of Products

  • It is the responsibility of every vendor to set the price of the listed product(s) inclusive of VAT plus any other applicable tax in the Nigerian currency (Naira) on our marketplace.
  • The Vendor shall make sure that his/her product pricing adhere to competition law.
  • The seller also reserves the right to make appropriate changes to the prices of his products.
  1.   Product Packaging and Drop off

  • Once a buyer successfully places an order, you will automatically receive the order confirmation from us and shall then; process and package the product(s), Place the necessary labels on the package, take the product(s) to our nearest drop off center (within 12hrs), have the product(s) picked up by our agent (subject to prearrangement), or send it directly to the buyer (subject to our approval).
  • Our agent may request to inspect any or all the products before accepting it from you. If any of the products fail short of our packaging or labeling standards (as stated in vendors zone) and other requirements, we may not accept the product for shipment.
  • Until a product is completely paid for by a buyer, the seller retains the ownership of the products. The buyer takes ownership of the product after the delivery is completed.
  • Upon receipt of your product up to the time it is delivered to the customer,
    Palet takes responsibility for the damage or loss of the product. This liability is only limited to the cost price of the product and is also subject to exclusions as stated in our general terms and conditions.
  • We may without prejudice to our other rights, charge you penalties for failing to deliver a confirmed product(s) order to us for further shipment or to the buyer directly (subject to approval).
  1.   Extra Value-Added Services

  • We offer some value-added services which are available to our marketplace vendors/sellers. The services include fulfillment center and warehousing services, use of marketplace training, and some promotional services.
  • You may be required to agree to some additional terms and conditions before you could subscribe to any of our additional value-added services.
  1.   Percentage Commission and Fees

  • For the running and maintenance of our marketplace, we shall charge a
    commission on every sale made on our platform based on the selling price (inclusive of the VAT and other taxes) set by the vendor. The commission
    percentage rate depends on the product category. Our commission rate list can be found on the vendor zone portal. Fees could be charged for using or subscribing to some of our extra value-added services.
  • Our commission and fees are not permanently fixed thus subject to review and update, we shall give prior notice to you before making any update to the commission rate and fees. The changes will only take effect from the date of implementation of the new rate and not on confirmed orders made before the implementation.
  1.  Taxes and VAT

  • The prices of goods and services are all-inclusive of VAT and other required taxes on our marketplace. The vendor agrees that the commissions shall be deducted as a percentage of the selling price (inclusive of VAT plus any other taxes charged to the buyer) set by him/her.
  • Filling and payment of VAT and other taxes on transactions entered between buyer and seller on our marketplace is the sole responsibility of the seller/vendor.
  • Palet shall be indemnified by the vendor should any competent tax authority require us to pay any taxes, stamp, excise, or customs duties in respect of the transactions entered between you (vendor) and the buyer on our marketplace.
  • You agree to respond swiftly to our written request should we reasonably need any information or documentation from you that will help us comply with our legal obligations relating to the taxation of payments that we processed. You also agree that we may forward such information and documentation to relevant government and tax authorities if the need arises.
  1.   Remittances

  • Palet shall collect payments from buyers in respect of every transaction made on our marketplace, deduct our commissions, fees, taxes, refunds, and penalties as the case may be and remit the remaining funds to the vendor’s account (within 7days of successful transaction).
  • The vendor will be duly informed before any deduction other than the standard agreed commission will be made from the proceeds of the sale of the products.
  • Evidence of payments, invoices, and account statements shall be found in your marketplace account.
  • Palet shall not be liable for any loss or damage you may incur resulting from fraud or error, you are therefore advised to take every measure to properly protect and secure your account.
  • In the case of an investigation of a potential fraud involving a vendor, Palet may delay or even suspend payments to the vendor pending the outcome of the investigation.
  • Any disputed transaction or account statement by the vendor must be reported to Palet withing three months of the date of the transaction, otherwise, the claim shall be deemed by us to have been waived by you.
  1. Vendor Insurance

  • Vendors shall have an insurance policy that covers their liabilities under the agreement.
  1. Data Protection

  • You shall not expose the information and documents relating to the method of business in our marketplace to a third party or the public domain without written consent from us.
  • You shall not send an advert or establish direct communication with buyers on the marketplace without our consent. You shall be held responsible for any misuse of buyers’ data on the marketplace and shall indemnify us from any fine, expenses, or fall outs caused by that.
  1. Consequences of Breach of Contract

  • You shall agree to adhere to all the points in the marketplace vendor terms and conditions, our general terms and conditions, and other guidelines. If you breach any of the terms and conditions, we may; issue you warnings, close or suspend your marketplace vendor account, penalize you as provided in our Vendor Penalty Policy, or even institute legal action against you as the case may be.
  • You are advised to always check our Vendor Penalty Policy as we will be reviewing and updating it from time to time.
  1. Additional Information

  • In the case of an update, amendment, or any revision to these vendor terms and conditions; we will ask you to agree to the changes or amendments within a specific period and if nothing is heard from you we shall assume that you have agreed to it. Declining the amendment means you no longer agree to our terms and conditions, leaving us with no choice but to cancel your marketplace and vendor zone accounts.

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