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Vendor Agreement

This vendor Agreement is made on 4th December, 2020 by and between HTS Farms located at Suite 519, The King’s Plaza, Kado, Abuja FCT (Company) and you (Vendor) with respect to licensing certain rights and Vendors’ products.

The domain name – www.htsfarms.ng, hereinafter referred to as Website is owned by the company and operates as an online e-commerce marketplace for the display, advertising and sale of products by various vendors to end customers  and provides related services to the vendors and customers/users of the website on behalf of the vendors (as the vendor’s service provider).

These Terms and Conditions form part of the Vendor Agreement entered into between HTS Farms Ltd and you. The Terms are incorporated in this Vendor Agreement by way of reference and constitutes part of the binding Agreement executed between us and you.

1. Background:

The Company shall act as Vendor’s service provider for providing various services in relation to the sale of its Products as agreed under this Agreement, and the use of the website for enabling promotion / advertisement of its Products. “Product(s)” shall mean any and all goods and related services of the Vendor for which Company makes available.

2. Products:

a) The Vendor shall offer its Products to HTS Farms for the purpose of sale on the Website.

b) The Vendor shall source the products required by the company and ensure that they are in good quality before delivery to HTS Farms.

c) Prior to supply of products, the Vendor shall make delivery arrangements with HTS Farms

d) If the Customer notices or complains of any default after receipt, the goods shall be returned and a replacement made to the customer with Vendor bearing delivery charges

3. Services to be provided by the Company:

As part of the Services, the Company shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement.

a) Facilitation of Sale of Products through the Website:

i. Information and assistance in relation to the listed Products and sales thereof,

ii. Information in relation to status of the order placed by Customers, and

iii. Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.

b) The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.

c) The Vendor authorizes the Company to place;

i. A description of the Vendor (including but not limited to description of Suppliers, where so directed by the Vendor) and

ii. description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the Website.

iii. The Vendor rating based on vendor performance and customer reviews.

4. Advertising

a) HTS Farms shall advertise / display, on behalf of the Vendor, the Products on the Website based on the preference opted for by the Vendor in the Vendor Agreement.

5. Quality and Quantity Assurance:

a) Prior to the Products being sold on the Website, the Vendor shall, within 2 (two) business days, ensure the availability of the Products for servicing customer orders, and provide the stock summary.

6. Ordering, Packaging and Delivery:

a) The Website will enable Customers to place orders for the Product(s) they wish to purchase.

b) Upon receiving the confirmation of the order by the Customer, HTS Farms will update the details of the confirmation of the order on the internal Platform which the Company maintains and thereafter notify the Vendor for supply.

c) The Vendor shall ensure to provide all relevant authorizations in favour of HTS Farms to facilitate shipping of the relevant Products within 2 to 5 working days.

7. Payment Terms.

a) The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments and bank transfers.

b) 50% payment will be made to the Vendor before shipping takes place and the 50% paid after receipt of products.

8. License to Make Use of Intellectual Property.

a) The Vendor hereby grants the Company for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company as contemplated hereunder.

b) In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such

Supplier for the purposes of providing the Services by the Company, prior to the display / advertising of such Products on the Website.

c) The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.

9. Confidentiality.

a) The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality.

10. Termination.

a) These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms.

b) The Vendor Agreement may be terminated by either Party in accordance with the following:

i. Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non- breaching Party, the non-breaching Party shall be free to terminate the Vendor Agreement forthwith.

Upon the date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

11. Intellectual Property Rights.

a) The Company shall own all rights in any intellectual property created by the Company under these Terms & Conditions, including materials, designs, graphics created and / or developed by the Company.

b) Subject to the provision contained herein, the Company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Website.

12. Representation and Warranties of the Vendor.

a) The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.

b) The Vendor has procured all necessary registrations as required under applicable laws for sale of Products through the Website.

c) The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Website under the terms of the Vendor Agreement.

d) All the Products are new, saleable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the Website. The Products are genuine and are not counterfeit products.

e) The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Company. The Company has valid clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products on Company packaging during delivery to customers.

13. Indemnity.

a) The Vendor indemnifies and shall hold indemnified the Company, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, state and federal taxes..

b) This article shall survive the termination or expiration of this Agreement.

14. General Clauses.

a) The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act

in accordance with the terms herein and other instructions of the Vendor.

b) These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.

c) These Terms & Conditions are applicable for all Vendors and may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be

notified by the Company.

d) The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company.

e) The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.

f) If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.

g) Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any

right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.

h) Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and

confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfilment, observance and performance of the provisions contained herein and generally that full effect is

given to the provisions of the Vendor Agreement together with the Terms & Conditions.

15. Payment Details

We request to have your Company Account Details sent alongside with a signed copy of this Agreement.

16. Governing Law and Jurisdiction.

a) These Terms and Conditions together with the Vendor Agreement shall be read and construed in accordance with the laws of Nigeria.