VENDOR TERMS AND CONDITIONS 1. Purchase Orders; Pricing And Taxes .

2y ago
42 Views
2 Downloads
512.15 KB
8 Pages
Last View : 1m ago
Last Download : 4m ago
Upload by : Cannon Runnels
Transcription

VENDOR TERMS AND CONDITIONS1.Purchase Orders; Pricing and Taxes: These terms and conditions govern Amazon’s purchase ofProducts from Vendor. “Amazon” is Q Tech General Trading LLC, a limited liability company incorporatedunder the laws of the Emirate of Dubai, United Arab Emirates (“UAE”) with commercial license number666871 and having its registered office at Office 602, Ibn Battuta Gate Offices, Dubai, UAE. For thepurposes of this Agreement, “Affiliate” means, with respect to a particular person, any entity that directlyor indirectly controls, is controlled by, or is under common control with such person. “Products” meansall goods, including packaging, provided by the Vendor to Amazon. Amazon is not obliged to purchaseProducts, and Vendor is not obliged to sell Products, until Vendor accepts a purchase order (“PO”). AnyAmazon Affiliate will have the right to issue POs to Vendor under this Agreement and this Agreement willapply to such POs as if the Affiliate was Amazon. Each PO is a separate obligation of the relevant AmazonAffiliate that issues such PO. Vendor will not substitute Products or combine or consolidate POs withoutAmazon’s consent. Documents that Amazon signs acknowledging receipt of Products do not constituteacceptance of the Products. Amazon may modify or cancel POs without penalty before Vendor deliversthe Products to the carrier. Purchasing terms, cooperative marketing, allowances, discounts, rebatesand/or other funding, to the extent not reflected in the PO, will be set forth in separate agreements(“Additional Terms”) or Program Policies. The Product price on the PO prevails over any list or invoiceprice. Prices include applicable fees, taxes (excluding VAT), duties, levies, commissions and other charges,unless otherwise agreed in writing. If Vendor reduces the price of the Products in the Vendor’s price list,Vendor will pass on the full benefit of the decrease to Amazon for all outstanding POs, Products in transitand for Products which were delivered to Amazon prior to the effective date of the new prices that Amazonstill has in stock.2.Product Images/Information: Vendor will make available to Amazon, free of charge, all currentProduct information, including electronic images, recommended retail prices, age ratings, any productsafety information required by applicable law to be displayed to consumers and Product informationcollected by Amazon from Vendor’s website or otherwise provided to Amazon by a third party at Vendor’sdirection (“Product Information”). Vendor will provide timely updates to the Product Information.Vendor grants Amazon a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a)use, copy and display the Product Information on or in connection with any website or other online pointof presence, mobile application, service or feature; (b) convert to digital electronic form, excerpt,reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks ortradenames included in the Product Information; and (d) sublicense any of the foregoing rights for thepurpose of marketing and promotion of the Products. Vendor will promptly provide all informationregarding safety, compliance, industry standards or testing related to Vendor’s Products (“Product SafetyInformation”) that Amazon reasonably requests.3.Warranties: Vendor represents and warrants that: (a) the Products are safe, fit for purpose andfree from any defects; (b) the Product Information and any Product Safety Information is accurate andcomplete and that neither Amazon’s exercise of its license rights, nor its sale, marketing or distribution ofthe Products, will violate any copyright, trademark, design, database or other third party’s rights; (c) theProducts, including the Product Information and import documentation (if applicable), comply with allapplicable laws and rules and unless otherwise agreed, are supplied with all available Arabic and Englishlanguage versions of instructions and warranty and equipment (including, where relevant, a plug suitablefor the country of delivery of the Products); (d) the Products may be lawfully marketed, sold anddistributed without restriction; (e) no Products were produced, manufactured, assembled, or packaged byforced, prison or child labour (defined as age 15 or below or below the minimum working age within the1

applicable jurisdiction, whichever is older); (f) the Products are made of entirely new materials (notrefurbished or reconditioned), unless Vendor has received Amazon’s prior written consent otherwise; (g)title to each Product shall pass to Amazon, and/or any end user, free of all liens, charges and other thirdparty interests; (h) the Products are not subject to any import or export bans, embargos or restrictions; (i)the country of origin of the Products is not subject to U.S. or other applicable government sanctions thatprohibit the importation of products from such country at the time of import or at the time of delivery ofthe Products to Amazon; and (j) Vendor and its financial institution(s) are not subject to sanctions orotherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party,including but not limited to the lists maintained by the United Nations Security Council, the USGovernment (e.g., the US Department of Treasury’s Specially Designated Nationals list and ForeignSanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or itsmember states, or other applicable government authority.4.Product Recalls; Product Returns; Effect of Remedies: Vendor will provide Amazon immediatewritten notice of any recall. Vendor is responsible for the reasonable costs Amazon incurs in a recall.Amazon may return for a full refund at Vendor’s expense any Product that: (a) is defective or not fit forany purpose claimed by Vendor (or a Product manufacturer) or breaches any warranty or representationin section 3; (b) does not conform to agreed specifications or samples; (c) is subject to recall or safety alertby a government authority or the Product’s manufacturer or distributor; or (d) was not ordered in a PO byAmazon. Unless Amazon agrees otherwise in writing, Amazon may also return to Vendor any Product thatis damaged for a full refund at Vendor’s expense. Where Amazon returns Products for any of the reasonsset out in this section, Vendor will inspect any returned Products and send written notice of any damagesor shortages to Amazon without delay. Vendor has a maximum of 3 months, from the date of dispatch ofthe returned Product from Amazon’s premises, to challenge the right to return some or all of the returnedProducts. Title to any Product returned to Vendor will transfer upon delivery to the appointed carrier.Payment of an invoice does not limit Amazon’s remedies. Where Amazon returns a Product which has thecapacity to store personal information or data (“Data”), Vendor shall cleanse the Product securely toensure that any such Data stored on the Product is deleted and cannot be recovered or retrieved.5.Vendor Defense and Indemnification: Vendor will defend Amazon, its affiliated companies, andtheir respective officers, directors, employees, contractors and agents (the “Amazon Parties”) against anyclaim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to anyproperty or any other damage or loss due to any defect in or use of any Product; (b) any breach of thewarranties in section 3; (c) any Product recall; (d) Vendor’s negligence, strict liability or intentionalmisconduct; and (e) Vendor’s breach of this Agreement (individually, a “Claim”, and collectively, the“Claims”). Vendor will indemnify and hold harmless each Amazon Party against any liability, loss, damage,cost or expense (including reasonable professional fees) incurred by or awarded against that Amazon Partyrelating to any Claim, except to the extent the liability is caused by the negligence or intentionalmisconduct of that Amazon Party as determined by a final, non-appealable order of a court havingjurisdiction. Vendor will not consent to the entry of a judgment or enter into any settlement orcompromise of any Claim without the Amazon Parties’ prior written consent, which may not beunreasonably withheld. Vendor will use counsel reasonably satisfactory to the Amazon Parties, and theAmazon Parties will cooperate in the defense. If Vendor fails to assume conduct of any Claim, or anyAmazon Party reasonably determines that any Claim might have an adverse effect on any Amazon Party,that Amazon Party may, to the extent permitted by applicable law, take control of the defense (withoutlimiting Vendor’s indemnification obligations).2

6.Limitation of Liability: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OFPROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISINGIN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR THOSE ARISING IN CONNECTION WITH VENDOR’SINDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT.7.Shipping: The parties will agree which party will be responsible for transportation of the Productsto Amazon. When Amazon pays for transportation, Vendor will deliver the Products to the Amazondesignated carrier and risk of loss for the Products will pass to Amazon when Vendor delivers the Productsto the carrier. When Vendor pays for transportation, risk of loss for the Products will pass to Amazon whenAmazon accepts the Products. Title to the Products will transfer from Vendor to Amazon upon receipt ofthe Products by Amazon. For the transfer of any Products by Amazon to Vendor, title and risk will pass toVendor upon delivery to the appointed carrier. Vendor will follow Amazon’s delivery procedures andrequirements. Where Products being delivered are subject to regulation as hazardous materials, Vendorshall provide Amazon with all necessary information relating to the Products before and at the point ofdelivery, including the material safety data sheet, the United Nations number, the transportationregulatory class, the packing group, the classification code and the flash point, as applicable. Except to theextent that Amazon agrees otherwise in writing, Vendor will: (a) be the importer and/or exporter of record,as applicable, on any physical transfer or shipment of Products across international boundaries or into orfrom a domestic free trade zone between Vendor and Amazon (including with respect to any Productsreturned under section 4); (b) ensure that neither Amazon nor any Amazon Affiliate is listed as theimporter or exporter on any import, export or other customs documentation, in each case withoutAmazon’s prior written consent; (c) ensure that all such transfers or shipments comply with all import,export and other applicable laws and regulations; and (d) provide all necessary documents andconfirmations (including product compliance and registrations) required to facilitate the import and/orexport of Products, including where Amazon has agreed to act as importer and/or exporter.8.Insurance; Direct Import: Vendor will comply with Schedule 1. If the parties agree that Productswill be supplied on a Direct Import basis, Vendor will comply with the terms set out in Schedule 2.9.Confidential Information: Vendor will: (a) protect Amazon’s information that is identified asconfidential or that reasonably should be considered confidential; (b) use this information only to fulfill itsobligations under this Agreement; and (c) return this information to Amazon promptly when thisAgreement terminates. Section 9 covers all confidential information regardless of when Vendor receivesit. Vendor will not: (i) use any trademark, service mark, commercial symbol, or other proprietary right ofany Amazon Party; (ii) issue press releases or other publicity relating to Amazon or this Agreement; or (iii)refer to Amazon in promotional materials.10.Taxes: Vendor may charge and Amazon will pay applicable national, state or local sales

Amazon Affiliate will have the right to issue POs to Vendor under this Agreement and this Agreement will apply to such POs as if the Affiliate was Amazon. Each PO is a separate obligation of the relevant Amazon Affiliate that issues such PO. Vendor will not substitute Products or combine or consolidate POs without Amazon's consent.

Related Documents:

Training Guide Vendor Processing -- Vendor Management Page 3 Vendor Processing -- Vendor Management This is the Vendor Processing -- Vendor Management course within the Vendor Processing curriculum. If you need a reminder on how to na

Vendor user: - Description: User associated with a Vendor, accessing the Vendor portal. Users associated to the same vendor can see the same documents. One such group will be managed for each vendor (based on uniqueness of Vendor identifier). - Permissions granted: Can see PO attachments for POs associated with that vendor. Internet user

Here the vendor can extend the registered vendor request of the current entry to another email and contact number. Step 1: Move the cursor to the LHS of the age where a column appears. Step 2: Under the masters dropdown, select vendor user. Step 3: On clicking the vendor user, user will be directed to Vendor Initiator dashboard

Prepress Vendor Scorecard / Manufacturing Vendor Scorecard You can come back to the Team tab after the component is in stock and add vendor performance details. The vendor scorecard is used to track vendor performance as well as individual performance by vendor employees and freelancers for

Vendor compliance management ensures all vendors have the appropriate training and certifications. Therefore, if you want a robust vendor compliance program, list all of your expectations in your vendor contract as part of your vendor compliance checklist. Get started quickly with this vendor compliance checklist to identify, mitigate, and

10/22/2020 3 The Business Identity Platform 2020 PaymentWorks, Inc. Roles UHS Initiator Invites Vendors Monitors for Vendor ID Number Vendor Completes their Info Online PaymentWorks Collects and Validates Vendor Info Drives to PS, not replace PS's Vendor Database UHS Vendor ID Reviews documentation and validation file

Oct 17, 2020 · For information about using this import, and the Invoice Vendor Employee Access feature, refer to the Invoice: Vendor Employee Access User Guide. Section 4: Vendor Manager Terminology The Vendor Manager tool provides the ability to manage vendor data within Invoice. Invoice Vendo

Vendor onboarding is a critical process at the early stages of a vendor relationship. Prior to onboarding the vendor has spent time, in some cases much time, with others in the organization determining the suitability of the vendor's products or services. Onboarding is considered by the vendor, and often by