1.     ADVISORY SELLER AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES

The following agreement have been done based on the consensus of both parties, by and between: “SS Marine LLC” & “XYZ COMPANY – Seller” on date: day/month/year

1-      SS Marine LLC:

A company duly incorporated under the laws of the Emirates of Dubai with   commercial   license   number 784037 and 741099 respectively and having its registered office at Maliha Road, Industrial Area 18, Taha Building, Showroom 14, Sharjah, United Arab Emirates.

2-      XYZ COMPANY: (Seller)

A Limited Liability Company duly incorporated under the laws of the United Arab Emirates with commercial license number ============ and having its registered office at ===========, United Arab Emirates;

Whereas;

SS Marine LLC owns the e-Commerce website and e-stores, on which SS Marine offers and promotes commercial goods and products for companies and/or individuals who have the right to sell and promote Marine Goods.

And, seller wishes to sell and promote such Goods thru SS MARINE website.

This contract is to state that based on the aforementioned preamble, both SS Marine & the Seller agrees to jointly works as “parties”, or individually as “party”.

Thereby; it was mutually agreed on the following covenant:

1)      Standardization of terminologies:

a.       Affiliate: Means

ü  The ultimate parent company of a Party.

ü  Any company controlled by that ultimate holding company.

ü  Any company controlling a Party.

ü  Any company controlled by a Party.

b.       Seller: the Vendor that SS MARINE going to sell their products on it’s e-Commerce website.

c.       Agreement: means this framework agreement.

d.       Working days: means any day which is not a vacation day, or private sector public holiday within the United Arab Emirates.

e.        Commencement date: means the date of signing this agreement.

f.        Goods: Items/Commercial goods & Products.

g.       Website: e-Commerce website & e-Store.   

2)      Registration & Selling process:

2.1   Account and Signature: Seller will sign with SS Marine this agreement to open a seller account. This will happen by accepting the terms and conditions through our portal that serves both parties. The required documents will be as follows:

Ø  Business Registered with a valid trade license.

Ø  The physical address of Seller business.

Ø  Bank account details where to deposit Seller payments.

Ø  Valid phone number and Email address.

Ø  Proof of identity (Passport copy or ID).

2.2   Listing: After approval of account registration, Seller will send SS Marine product listing data in an Excel sheet or upload on the link, that must include the below parameters:

Ø  Title of product

Ø  Images & description

Ø  Cost of product

Ø  Selling price (For Margin Refer to commission structure)

Ø  Stock quantity

Ø  The dimension of product (WxHxD cm)

Ø  Weight in GMS.

Ø  Warranty details (if applies)

Ø  Store location.

ü  Prices always set by Seller through his self-managed dashboard. SS Marine will not change prices without written approval from seller.

ü  SS Marine is authorized to set offers and discounts from it’s own Margin, and seller won’t deny promotions set by SS Marine.

ü  SS Marine will provide exclusivity on website to Seller for the brands where Seller have distribution rights.

3)      Shipping: SS Marine notifies the seller when the customer places the order. The seller has to prepare the order and will be informed before collection by respective shipping partner of SS Marine. (Only applicable for SS Marine back2back service)

3.1)  Seller will periodically monitor & update SS Marine E-Store with the availability of the products in its inventory along with detailed specifications like size, color, texture, or any required information of the product. Order once placed at SS Marine website by the customer shall have to be honored by the Seller to complete the order.

3.2)  Packaging and transporting products safely and in such a manner that minimizes the risk of damage to the product.

3.3)  Provide all necessary documentation, permits, certificates and consents to deliver the product.

4)      Fees & Settlements:

Fees for Our Services are set out as mentioned below:

4.1 Service 1: Back2Back: where seller receives order and Dispatches from his shop to be collected by courier assigned by SS Marine.

Exclusive Fees:

Service 2: SS Marine Express: where seller will keep the products in our warehouse. And customer will receive faster. 

Exclusive Fees:

ü  Seller can withdraw the products from SS Marine Warehouse at any time, SS Marine require minimum of 3 working days to keep products ready for Seller collection depending on number of items.

4.2   Seller can verify sales reports through Seller account provide by SS Marine and the report will include the price as agreed in Agreement on successfully sold Seller products minus applicable fees (“Sale Proceeds”).

4.3   SS Marine will process payment to Seller by cheque or bank deposit in 30 days credit line after received goods successfully delivered to the buyer, and vendor’s invoice received.

5)       Returns:  Seller undertakes to comply with SS Marine return and refund policy as:

5.1   At its sole cost, products returned due to cancellation by a customer, or a quality check failure will be returned to Seller within seven (7) working days.

5.2   Products marked as non-deliverable, and customer-initiated returns will be returned to Seller within twenty-one (21) working days to thirty (30) working days for products shipped internationally or as mutually agreed between the parties

5.3   Under no circumstances will Seller have the right to reject the returned products.

5.4   SS Marine Customer Support team will arrange the return for Seller by arranging a courier pick- up for Seller item and a quick return, at which point full refund is made to Customer.  

5.5   In the event of a return, SS Marine is not entitled to any payment to the Seller.

6)      Confidentiality: Each Party shall use its best efforts to keep in strict confidence and shall bind all its employees to keep in strict confidence all commercial and technical information acquired by it concerning the other Party in consequence of this Agreement (hereinafter called “Confidential Information”). No Party shall save as hereinafter provided, use or disclose any such Confidential Information other than for the purposes of this Agreement or as expressly permitted by this Agreement. This clause shall survive the termination of the Agreement.

7)      Term and terminations:

7.1   This agreement shall continue in full force for the period of (12) months effective from the date of this agreement is signed. This agreement shall be automatically renewed for successive additional period of (12) months unless either party shall have delivered to the other written notice of his intention of not to renew at least 30 days prior to expiration of the current term hereof.

7.2   Either party may terminate this agreement immediately if

(i)                 The other party commits any material breach of this agreement which has not been remedied or cured within 60 days of receipt of written notice.

(ii)               The other party ceases to do business in the normal course.

7.3   If the other party fails to perform any obligation and condition under this contract, the contract will be terminated.

7.4   On termination by either party, SS Marine will be liable to pay to seller for amount pending from orders which is sold on website from seller store.

7.5   Lose control of their assets.

8)      Indemnity:

Seller company shall defend, indemnify and hold harmless towards SSMARINE, its Affiliates and their respective officers, directors, employees and agents (each an ‘Indemnified Party’) against all claims, losses or costs of any kind suffered or incurred by an Indemnified Party (a “Claim”) directly or indirectly arising from:

a)                   Any death or injury to any person, damage to any property or any other damage or  loss due to any defect in or use of any Product.

b)                  Any Product recall or safety alert.

c)                   Any infringement or misappropriation of any proprietary right by any Product, Product information or other content provided by the vendor.

d)                  Seller’s negligence or intentional misconduct

e)                  Seller’s breach of this Agreement

9)      Governing Law and Jurisdiction:

This agreement shall be governed and construed in accordance with the law of United Arab Emirates. Any dispute with the consensus will cause a legal action and shall be submitted to jurisdiction court.

In witness whereof the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.

Schedule 1 Commercial Terms

1.  Price List

Except otherwise agreed between parties, SSMARINE will agree with the vendor on the sale price of each product to be featured on SSMARINE’s website. However, in no circumstances shall the vendor provide a selling price to SSMARINE that is higher than the lowest online retail price of the product.

Vendor shall provide discounts and offers to SSMARINE that matches any offers and discounts that is offered for the same products to its customers on other websites or sales channels.

The margins of SSMARINE will be 25% of the product’s agreed online sale price, or otherwise as agreed between both parties.