Introduction

 

Welcome to LMdb.ng’s internal website for vendors, where information is provided to assist you with managing your relationship with LMdb.ng, and its affiliates (each and collectively, “LMdb”, “we”, “us” or “our”). Any person or registered/incorporated entity (“Vendor”, “you” or “your”) who wants to supply Products (as defined in Clause 1) to LMdb or access or use this website to list their Products must accept these Vendor Terms and Conditions (the “Agreement”) without change. BY REGISTERING FOR OR OTHERWISE USING THIS WEBSITE AS A VENDOR, YOU (1) ON BEHALF OF YOURSELF AND. WHERE APPLICABLE, THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (2) REPRESENT AND WARRANT THAT YOU ARE EXPRESSLY AUTHORIZED TO BIND THE VENDOR TO THIS AGREEMENT.

 

LMDb.ng is owned by LMDb Limited (a privately owned Nigerian company). Our objective is to promote locally made products and increase the awareness of these goods to the Nigerian public as well as interested customers abroad, using Our online portal for their quality reviews and retail.

 

  1. Product Listing and Pricing: This Agreement governs our listing of Products from you. “Products” mean all goods provided to and listed on LMdb’s website, that is intended for sale to customers. We are not obligated to list your Products, and you are not obligated to sell Products, until you accept the terms of this Agreement. In addition to the Product listing, LMdb shall provide Vendor access to directly list their Products on LMDb.ng, access to customer support team to attend to any enquiries and business account management, access to vendor services helpline. As Vendor, you shall ensure that Product Prices provided to LMDb.ng include VAT, but exclude any commissions and other charges. For the avoidance of doubt, Prices for the Products listed on LMDb.ng automatically factors in the following; 7% commission on the original retail price received from vendors for a Product, an amount not less than N500 (Five Hundred Naira) being the contribution to the shipping cost for each Product listed, and the prevailing Value Added Tax (VAT) rate on commission at the material time – and any amendment to the Price of a Product shall reflect this Product Pricing formula.

 

  1. Payment: LMdb shall maintain a payment gateway on its website for the processing of purchases. After every purchase, the LMdb shall withhold the monies due to the Vendor for 7 days to cater to any compliant of defectiveness of a Product and release the monies thereafter.

 

Subject to the Vendor’s warranties in Clause 4, LMdb expects that all Products shipped to customers matches the description stated on LMDb.ng and are shipped in working condition. Upon receipt of a valid complaint from a buyer on a Product shipped by LMdb or the Vendor within 7 days of receipt of a Product, LMdb reserves the right to hold on to the payment for the Product or refund to the Purchaser full value for their money, after the defective product has been received by LMdb or the Vendor. Provided that where the complaint of a defective Product is received after 7 days but no later than 21 days, the Vendor shall refund the full value or replace the defective Product. None compliance shall be a good and sufficient  to suspend a Vendor from accessing the LMdb’s Vendor page on the website.

 

  1. Product Images/Information: On an ongoing basis, you will provide us, free of charge, all current Product information, including electronic images and any Product information or warnings required by law and conventions to be disclosed in any sale or advertisement of the Product (“Product Information”). Product Information also includes any Product information collected by us from your website, or otherwise made available to us by you (or by a third party at your direction). You grant us a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy, display, perform, and distribute the Product Information on or in connection with any online or offline point of presence, mobile application, service or feature; (b) excerpt, reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights to third parties in connection with our programs or services (for example, to advertise your Products). You will promptly provide all information regarding safety, compliance, industry standards or testing related to your Products (“Product Safety Information”) that we reasonably request. 

 

  1. Representations, Warranties, and Covenants: You represent, warrant, and covenant on an ongoing basis that: (a) the Products are made in Nigeria, genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned), unless you have received our prior written consent otherwise; (c) the Product Information, Product Safety Information, packaging, and labeling is true, accurate and complete; (d) the Products, Product Information, and our exercise of our license rights in this Agreement, will not violate any third party rights, including intellectual property rights; (e) you will comply with all applicable laws and rules relating to the Products (including obtaining and maintaining any permits or licenses required to manufacture, distribute, sell, export, import or otherwise deal in any Product), and the Products, Product Information, packaging, labeling, export, and import documentation (if applicable) will comply with all applicable laws and rules; (f) the Products may be lawfully marketed, stored, sold, distributed, and disposed of without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions you disclose and to which we consent in writing in advance of shipment to us; (g) no Product is, or contains ingredients that are, regulated as a controlled drug or substance, or is listed as a regulated chemical; (h) no Products will be provided to us that are regulated as a hazardous or dangerous product or material, except as expressly permitted under applicable government regulations and policies or you disclose to us and we consent to in writing in advance of shipment to us; and (i) the Products were produced, manufactured, assembled, and packaged in compliance with all applicable labour laws; (j) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.

 

  1. Product Returns; Effect of Remedies; Product Recalls and Safety Alerts: We may return or dispose of at your expense, and you will accept and reimburse us for, any Product (a) that is defective, (b) that does not conform to agreed specifications or to samples, (c) that is subject to recall or safety alert by a government authority or the Product’s manufacturer or distributor or that we otherwise reasonably determine poses a safety risk to customers, (d) for which you fail to promptly provide Product Safety Information upon our reasonable request, or (e) that does not comply with this Agreement. You will cooperate with the return or disposal of any Products under this Clause. Title and risk of loss for all Products returned under this Agreement will pass to you upon delivery by us to the carrier/courier. Except to the extent we otherwise agree in writing, we may also return to you or dispose of any Product that is damaged; you will accept any such return and reimburse us for any cost of return or disposal. Where applicable, you will provide us with immediate written notice of any Product recall or safety alert. You are responsible for costs we incur in a recall or safety alert and for providing any required notices, information, and documents to applicable authorities or that are otherwise necessary for carrying out the recall or safety alert.

 

  1. Vendor Litigation Defence and Indemnification: You will defend, indemnify, and hold harmless LMdb.ng, its affiliated companies, and their respective officers, directors, employees, and agents (the “LMdb Parties”) against any third party claim, liability, loss, damage, cost or expense (including reasonable legal fees) (each, a “Claim”, and collectively, the “Claims”) incurred by any LMdb Party arising from or relating to: (a) any death of or injury to any person, damage to any property or any other damage or loss related to any Product; (b) any Product recall or safety alert; (c) any infringement or misappropriation of any third party rights, including intellectual property rights, by any Product, Product Information, or other content you provide to us; (d) your negligence or intentional misconduct; (e) your breach of this Agreement; (f) any Product-related issue for which you or we are strictly liable; or (g) your failure to state accurate Product Information, or to promptly provide accurate Product Safety Information upon our reasonable request. However, with respect to the foregoing indemnity obligations, you will not be obligated to indemnify LMdb Parties to the proportional extent the liability for a Claim is caused by the negligence or intentional misconduct of that LMdb Party as determined by a final, non-appealable order of a court having jurisdiction. You will not consent to the entry of a judgment or settle any Claim without the LMdb Parties’ prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to the LMdb Parties, and the LMdb Parties will cooperate in the defense at your expense. If any LMdb Party reasonably determines that any Claim might have an adverse effect, that LMdb Party may take control of the defense at its expense (without limiting your indemnification obligations). Your obligations under this Clause 5 are independent of your other obligations under this Agreement. 

 

  1. Limitation of Liability: Neither party is liable to the other for any loss of profits or other consequential, special, incidental, punitive, or indirect damages arising in connection with this agreement, except for those arising in connection with your defense and indemnification obligations under this agreement. 

 

  1. Shipping and Delivery: At all times, parties agree that LMDb shall be responsible for the shipping and delivery of Products to a buyer. The Vendor hereby agrees to ensure that Products listed on LMDb.ng are ready for supply to the LMdb for onward shipping to purchasers. Subject to Clause 1, Parties hereby agree that the Vendor’s cost of shipping a Product to LMdb shall be factored into the total cost of the Product as listed on LMDb.ng. LMdb shall designate a carrier to carry the Product from the Vendor’s designated point of pick up point. Where a purchaser is still within the warranty period for the return of a defective Product, title and risk of loss for the Products will remain in the Vendor...

 

Provided that, subject to the consent of the LMDb, where a Product, in the opinion of the Vendor is too big or fragile to be transferred first to LMDb, or the Vendor prefers not to, the Vendor shall be at liberty ship such Product directly to the purchaser, after fulfilling the order. Provided further that prior to fulfilling an order by a purchaser, Vendor shall first provide to LMDb with shipping cost

 

 

  1. Confidential Information; Publicity: You will, and will cause your affiliates and employees to, (a) protect and not disclose information that is identified as confidential or that reasonably should be considered confidential to us; (b) use this information only to fulfill your obligations under this Agreement; and (c) promptly return to us or destroy this information when this Agreement terminates. This Clause 9 covers all confidential information regardless of when you receive it. You will not, without our prior written agreement, use any trademark, service mark, commercial symbol, or other proprietary right of LMdb, issue press releases or other publicity relating to LMdb or this Agreement, or refer to LMdb in promotional materials. If we authorize you to use any of our trademarks, you will comply with any Program Policies related to such use, including any trademark guidelines.

 

  1. Miscellaneous:

(a)       Taxes: You shall not charge or deduct any tax whatsoever from any monies due to LMdb. We shall be responsible to pay applicable federal, state or local sales taxes or value added taxes. For the avoidance of doubt, LMdb shall be responsible for payment of its own income taxes and Value Added Taxes, for remittance to the tax authorities.

 

(b)       Choice of Law; Dispute Resolution: This Agreement is governed by the Laws of the Federal Republic of Nigeria and any disputes arising in relation to this Agreement, shall be resolved by Arbitration and referred to the Lagos Multi Door Courthouse, under its applicable Rules.

 

(c)       Other: Either party may terminate this Agreement with 60 days’ prior written notice. Regardless of any termination, you will fulfill all orders made prior to the termination

 

  1. Revisions; Continued Use:We reserve the right to change any of the terms of this Agreement, including the terms of any materials incorporated herein, where applicable (unless otherwise specified by us in such materials), at any time and in our absolute sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, or notice of such changes, to you at your e-mail address; or (b) posting the revised terms on this website. You are responsible for reviewing any revised terms, and any notices of revisions. YOUR CONTINUED CONTINUED USE OF THIS WEBSITE FOLLOWING OUR E-MAILING OR POSTING OF ANY REVISED TERMS, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE PROGRAM POLICIES, YOU MUST STOP USING THIS WEBSITE, AND GIVE LMdb WRITTEN NOTICE.