Seller agreement
AMONG: LATIN PRICE S.R.L
Latin Price SRL Commercial company organized and existing in accordance with the laws of the Dominican Republic, registered in the Mercantile Registry of the Chamber of Commerce and Production of Santo Domingo, Inc. under the RNC number of the General Directorate of Internal Taxes (DGII) under the number 402-2252690-3, with registered office at Carretera Mella Km 8 1/2 Santo Domingo Este Plaza Monet local 117 in Santo Domingo in the east of the Dominican Republic, a company that hereinafter will be called "LATIN PRICE" or by its full business name, indistinctly; Y,
When LATIN PRICE and THE SUPPLIER are designated jointly, they will be referred to as THE PARTIES.
PREAMBLE
WHEREAS: The SUPPLIER is dedicated to the purchase and sale of licit trade merchandise as well as the contracting of services.-
WHEREAS: LATIN PRICE operates under the trade name GOMARKET which is dedicated to the marketing and distribution of various products and services via the Internet, through the web portal: www.latinprice.com
WHEREAS: THE SUPPLIER has expressed interest in having an active online presence on the website www.latinprice.com and marketing its products through said portal.
THEREFORE and with the understanding that the preceding preamble forms an integral part of this Agreement, THE PARTIES freely and voluntarily,
HAVE AGREED AND AGREED AS FOLLOWS:
1. OBJECT:
1.1 By means of this agreement, the SUPPLIER undertakes to supply Latin shop through LATIN PRICE with all the services and merchandise they offer (hereinafter, the "PRODUCTS"), for sale to third parties via the website www. latinprice.com (hereinafter, the "PORTAL"). The sales of the PRODUCTS will be made through the PORTAL, as long as the final recipient of the same has a physical address in the Dominican Republic (hereinafter, the "TERRITORY") for the purposes of delivery of the PRODUCTS, or can collect at the SUPPLIER's physical address.
1.2 LATIN PRICE will be in charge of carrying out the following activities for the SUPPLIER on the PORTAL: (i) advertising the brands and products; (ii) offer the customer the home delivery service of the products purchased on the PORTAL through Latincargo; (iii) offer the customer the option of picking up their PRODUCT at the address indicated by the SUPPLIER;
2. OPERATION OF THE PORTAL:
2.1 The SUPPLIER declares, accepts and acknowledges that on the website: www.latinprice.com SUPPLIERS will have the opportunity to create a user through the PORTAL in which they will be able to administer the products and services that they will offer to anyone who has access to the website, in accordance with the terms and conditions established and attached to this document.
2.2 The SUPPLIER must keep its inventory of products and services updated by any method provided by the PORTAL, in order to keep the client informed of the services, available units and the price at the time of access.
3. OBLIGATIONS OF THE PARTIES:
3.1 Obligations in charge of LATIN PRICE, S.R.L .:
3.1.1. LATIN PRICE must: (i) Keep the platforms in operation; (ii) Provide technical support to the SUPPLIER for the use of his account on the PORTAL, if necessary; (iii) Pay the SUPPLIER on Monday of each week, after 3 days after the order has been placed and approved by the client.
3.1.2. LATIN PRICE will manage, through its suppliers, the sale of the SUPPLIER'S PRODUCTS through electronic payments on the PORTAL, offering home delivery services through LatinPacks or offering the customer the option of picking up the PRODUCTS at home. SUPPLIER.
3.1.3. LATIN PRICE does not assume responsibility resulting from any error or omission in www.latinprice.com and in the content uploaded by SUPPLIER, including but not limited to technical inaccuracies, typographical errors and due to the unavailability of access to www.latinprice.com or any portion of it, caused by necessary maintenance work or due to force majeure or by acts of a third party.
3.2 Obligations of the SUPPLIER:
3.2.1. The SUPPLIER undertakes to: (i) Update the PORTAL daily, guaranteeing that the information regarding the existence and price of the PRODUCTS is consistent with reality, otherwise LATIN PRICE will retain 15% of the sale value as a penalty as consequence of the error exposed in the PORTAL or due to the non-existence of the PRODUCT offered; (ii) Complete all the required fields with real information, at the time of the creation of the PRODUCT through the PORTAL; (iii) Satisfy the needs and requirements of the client in accordance with the Terms and Conditions of use of the PORTAL that appear as annexes to this contract;
3.2.2. Comply with and honor all LATIN PRICE Exchanges, Returns and Guarantees Policies that appear
They are used as annexes and an integral part of this contract.
3.2.3. The SUPPLIER is solely responsible for substituting the PRODUCT acquired through the PORTAL, as well as making the reimbursement of the PRODUCT in due time in accordance with the provisions of the LATIN PRICE Exchange, Return and Guarantee Policies.
3.2.4. Keep LATIN PRICE free of any claim, demand, or situation that may keep LATIN PRICE in harm's way due to non-compliance with the return policies and guarantee policies of the PRODUCTS.
4. BILLING:
4.1. When the LATIN PRICE client acquires PRODUCTS via the PORTAL and the sale is duly processed, the SUPPLIER will receive an email from the address soporte@latinprice.com with the purchase order of the PRODUCTS, so that through the PORTAL the SUPPLIER by clicking The "send" button on your control panel authorizes LATINCARGO to send the PRODUCT to its end customer, or authorize the customer to pick up the PRODUCT at the address established by the SUPPLIER.
4.2. Once the PRODUCTS have been dispatched from the SUPPLIER's warehouses, LATIN PRICE will proceed to pay the SUPPLIER on Monday of each week after 3 days of completion of the order, as long as there are no claims or refund of money, in accordance with the Exchange Policies , Returns and Guarantees of LATIN PRICE.
4.3. In the event that the automatic payment is out of service, the SUPPLIER must notify LATIN PRICE via email, for which it will have a maximum grace period of 15 business days to resolve technical issues.
5. TRANSPORTATION AND DELIVERY OF THE PRODUCTS:
5.1. The SUPPLIER declares, accepts and acknowledges that LATIN PRICE will give the LATIN PRICE clients the option to offer home transportation services through LATINCARGO, as well as a second option to the clients so that they can withdraw the PRODUCTS from the SUPPLIER's offices. acquired on the PORTAL.
5.2. Once a sale has been generated via the PORTAL, when the client hires the services of LATINCARGO, a uniformed and identified or authorized LATINCARGO or LATIN PRICE personnel may collect the PRODUCTS at the SUPPLIER's offices to be delivered to the client. The SUPPLIER invoice to LATIN PRICE should not be delivered to the carrier, but it must be entered in the SUPPLIER portal.
5.3. Once a sale has been generated via the PORTAL, when the customer selects the option to withdraw the PRODUCTS purchased, they will be able to withdraw the products immediately at the address registered by the supplier.
5.4. For such purposes, it is established that the delivery schedule, after receiving the purchase order, which will be stipulated in the terms and conditions established by LATIN PRICE and LATINCARGO.
5.5. Against each delivery of the PRODUCTS and at the time of receiving the purchase order, the SUPPLIER must access the supplier module within the LATIN PRICE PORTAL to confirm the following data: tax receipt number and invoice number, invoice date, serial or description of the PRODUCTS and prices.
5.6. At the time of dispatch in the SUPPLIER's warehouses, LATINCARGO personnel will not verify the status of the PRODUCTS, so THE SUPPLIER must commit to ensure that the PRODUCTS are delivered in optimal conditions. However, when the PRODUCTS are delivered to the customer, the LATINPACKS transportation staff will verify the status and condition of the PRODUCTS in the presence of the customer and will take photos of the PRODUCTS at the time of said delivery. This does not prevent the LATIN PRICE client from making claims of place in case of defective products.
6. PRODUCT WARRANTY:
6.1. The SUPPLIER will be solely responsible for any warranty claim that is made by a LATIN PRICE client, in accordance with the Exchange, Return and Guarantee Policies.
6.2. The SUPPLIER declares, accepts and acknowledges that the clients will have a period of thirty (30) days in their favor for the refund of the money or replacement in case of defective products or in the event that the PRODUCTS do not meet the needs of the clients. .
6.3. LATIN PRICE does not assume and is exempt from all responsibility resulting from any loss, damage, claim, of any kind that results from, arises from or is in any way related to the technical conditions of the PRODUCTS.
6.4. In the event that the client requests the services of LATINCARGO, they will only comply with the shipment of the PRODUCT requested through the PORTAL, for which LATINCARGO does not assume and is exempt from all liability resulting from the PRODUCTS transported by it. Thus, the SUPPLIER will be in charge of reviewing the PRODUCTS delivered to LATINCARGO and is responsible for delivering them in the state in which they have been offered to the client.
7. INTELLECTUAL PROPERTY:
7.1. SUPPLIER authorizes LATIN PRICE to use in its PORTAL the brands of the PRODUCTS that it distributes in the Dominican Republic and declares that it has rights to authorize such use.
7.2. SUPPLIER acknowledges that all material published on the PORTAL and produced by LATIN PRICE is the exclusive property of the latter.
7.3. SUPPLIER will respect the intellectual property rights of LATIN PRICE over the materials that are developed and created by LATIN PRICE. LATIN PRICE will retain ownership rights (including copyright and right of reuse).
7.4. The SUPPLIER will hold LATIN PRICE harmless from lawsuits or claims based on alleged violations of copyright, distinctive signs, trade secrets, or any infringement of intellectual property and industrial property laws that has reason or is related to the information that be published on the PORTAL.
8. DURATION OF THE CONTRACT:
8.1. This Agreement will have a duration of three (3) years. Once the term agreed upon here has arrived, it will be automatically renewed unless by mutual agreement between THE PARTIES they decide to terminate it.
9. TERMINATION:
9.1. The Contract will terminate without liability for THE PARTIES in the following cases:
9.1.1. By mutual agreement between the parties.
9.1.2. Due to force majeure or fortuitous event that is reason for non-compliance with the obligations between the parties.
9.1.3. Force majeure will be understood as any event or situation that escapes the control of the people, unforeseeable and unavoidable, and without their negligence or lack involved, such as, but not limited to, epidemics, wars, terrorist acts, strikes, fires, explosions, earthquakes, accidents, catastrophes, floods and other major environmental disturbances, severe and unusual weather conditions.
9.1.4. A fortuitous event shall be understood to be any event that could not be foreseen, or that could not be avoided, as it was foreign to the will of the people.
9.2. The Contract will terminate with responsibility for THE PARTIES when there is a breach of the obligations assumed in this Contract.
9.3. THE PARTIES agree that any cause of non-compliance must be notified to the other party so that within ten (10) days it can proceed to remedy it (“Cure Period”). If the aforementioned period has passed, and the breach is maintained, the party affected by the breach may immediately terminate this Contract.
9.4. THE PARTIES agree that in the event of termination of this agreement, for whatever reason, they must deliver to the other party each and every one of the documents supplied on the occasion of the execution of this contract.
10. CONFIDENTIALITY:
10.1. THE PARTIES, in consideration of the provisions herein and the information to be handled, consider "Confidential Information" all the information of the other party and its related companies, including documentation, data, software, devices, trade secrets, business plans and calculations. and financial, and information in any way acquired or received before, during or after contracting their services. In this sense, THE PARTIES undertake not to use or dispose of any Confidential Information received in accordance with this agreement in their favor or in favor of third parties without the prior written consent of the other Party.
10.2. THE PARTIES agree: (i) to take all necessary measures to ensure that none of the Confidential Information is disclosed, in the same terms that are stipulated in this agreement; and (ii) allow access to Confidential Information exclusively to those employees, or contracted advisers and those who must receive and acquire it during the course of their obligations, and will inform said employees, or advisers of the confidential nature of the information and the obligations set forth herein in relation to it. THE PARTIES reciprocally agree to take all measures to protect confidentiality and industrial secrecy that are reasonable and advisable under the circumstances, in this sense they will take all necessary actions and corrections to comply with this agreement. Each of THE PARTIES will have the right to recover, at the end of the period indicated in this agreement, all the information and copies of the same that it has had at its disposal in the development of this agreement.
10.3. That the laws of the Dominican Republic establish that whoever discloses secret information without the consent of the affected person, being the custodian of it by reason of their functions, will be sanctioned in accordance with criminal laws as well as compensation for damages caused by said disclosure. .
10.4. The confidentiality commitment provided herein begins from the moment of contracting and up to a period of three (3) years. counted from the termination of this contract, for whatever reason, of the contractual relationship.
10.5. Any breach of the confidentiality obligations contracted in this statement will be considered as a detriment to the other party, so the affected party will be empowered to carry out all the actions that the law grants in its favor so that the damage is remedied.
11. ANNEXES:
11.1. The annexes to this contract will be made up of the following documents: (i) Policies for Changes, Returns and Guarantees of the PRODUCTS; (ii) Latin Shop Terms and Conditions of Use
12. OF THE ASSIGNMENT OF RIGHTS.
12.1. The obligations created by this agreement may not be transferred, assigned or delegated, totally or partially by any of THE PARTIES without the prior written consent of the other party.
13. NO LABOR LINK:
13.1. It is understood between THE PARTIES that the signing of this contract does not create a bond of labor subordination. THE PARTIES acknowledge and declare that they enter into this contract maintaining their labor, operational and commercial independence. It is established that each company acts at its own risk and account in terms of the obligations assumed by virtue of this contract.
14. NO CREATION OF A JOINT VENTURE:
14.1. This contract will not be considered as the creation of a joint venture, joint venture, partnership, or as any type of legal relationship between THE PARTIES where either of them would share or be responsible for the debts and obligations of the other party. This agreement does not grant the right of either of THE PARTIES to legally bind the other in any way, nor to incur debts or obligations on behalf of the other.
15. NON-EXCLUSIVITY:
15.1. It is expressly understood and accepted by THE PARTIES that this Contract is not exclusive for LATIN PRICE, so it reserves the right to enter into contracts of the same nature as the one agreed in this Agreement with other companies or individuals. .
LATIN PRICE
16. CHOICE OF ADDRESS:
16.1. For the effects and consequences of this Contract, THE PARTIES make a formal and express choice of domicile in their respective registered offices indicated at the beginning of this Contract.
17. SETTLEMENT OF DISPUTES AND APPLICABLE LAW:
17.1. THE PARTIES expressly agree that any controversy, conflict, dispute or claim that arises from or is related to the application, interpretation, fulfillment or execution of this contract, must be interpreted in accordance with the laws of the Dominican Republic and will be resolved by the Courts of the Dominican Republic.