SalikoMall.com is a division of Inter Group FZCO (“IG”), a company incorporated in the Jebel Ali Free Zone in Dubai, U.A.E.
SalikoMall.com wishes to establish itself as a market leader in B2B wholesale E-Commerce and introduces its new line of business through its online shopping venture called SalikoMall.com.
SalikoMall.com has set out to achieve this goal by attempting to attract a large traffic to its Website by offering appealing and affordable deals on a variety of products and services, by implementing interactive website features that will provide ease and practicality to online shopping, ensure that it is safe and secure to both visitors and customers and develop it as a one stop shop catering to all the needs of online customers.
SalikoMall.com intends to enter into this venture through three means, affordable and competitive product pricing, interactive features between visitors and the website and an innovative Ecommerce platform encompassing all aspects of a real life mall experience to the online customers.
In this Agreement, SalikoMall.com and the Vendor/Supplier are individually referred to as a “Party” and collectively as the “Parties”.
1 TERMS & DEFINITIONS
In this Agreement the following expressions shall have the meaning ascribed hereunder:
“SalikoMall.com” - The registered online sales Platform created and operated by Inter Group FZCO to facilitate worldwide online shopping.
“The Principal”- SalikoMall.com and its Parent Company Inter Group FZCO and Sister Companies collectively referred to as The Principal.
“The Website”-SalikoMall.com and all pages on the Website.
“T&C”- The Terms and Conditions of this Agreement and any Policy referred to herein, including RFQ, Quotation, PO, PI, DN and/or Purchase Price, and any Special Conditions.
"Special Conditions" - Any T&C imposing additional restrictions, obligations and/or conditions that are set out in RFQ, Quotation, PO, PI, DN and/or Purchase Price.
“The Agreement” - The Vendor/Supplier Membership Agreement.
“Membership” -Any Vendor/Supplier who paid the Membership Fee where applicable and is approved by SalikoMall.com to become a registered Member to post their Products and Services on SalikoMall.com. Membership Groups include: Bronze, Silver, Gold and Diamond (VIP).
“The Sales Facility”-An agreed portion of the Website of SalikoMall.com given to the Seller to sell their Products and/or Services.
“The Buyer” - All the visitors of the Website andthe purchaser(s) of the Product or the Service offered for sale through SalikoMall.com. A person, who is 18 years or above, or an entity, who is duly registered with SalikoMall.com and abides by its T&C.
“The Seller” - The Vendor(s)/Supplier(s), who is a person or an entity, approved by the Website to be a registered Member and offer their Products and Services on the Website.
“The Member” -The Seller who is registered under one of the Website’s four Membership Groups.
“The Product” -The item or items offered for sale by the Seller through SalikoMall.com.
“The Service” -The Service or Services offered for sale by the Seller through SalikoMall.com.
"Purchase Price" - The price to be paid by the Buyer to the Seller for the Product and/or the Service, as set out in the Quotation and the PI.
“The Information System” -All the information required to operate SalikoMall.com successfully including information about the Seller, the Product and the Service to be supplied in accordance with the T&C and the Agreement.
“The Support Service” - The authorized representative(s) of either SalikoMall.com or the Seller who shall be the single point of contact for all future transactions.
“RFQ” - The Request for Quotation to be submitted by the Buyer to the Seller via the Website or directly to the Seller to purchase the Product and/or the Service.
“Quotation” - The Seller’s electronic confirmation that it will sell the Product and/or the Service to the Buyer in accordance with an RFQ from the Buyer.
“PO” - The Purchase Order is the commercial document issued by the Buyer to the Seller, indicating the Product, and/or the Service, quantities and the agreed price(s).
“PI” -The Pro-Forma Invoice is a preliminary bill of sale sent by the Seller to the Buyer in advance of a shipment or delivery of goods.
“Delivery Note” - The document that accompanies the purchased Product shipment and lists details about the items delivered.
“Letter of Credit” (L/C) - A commercial L/C is a contractual agreement between a bank, known as the issuing bank, on behalf of one of its customers, authorizing another bank known as the advising or confirming bank, to make payment to the beneficiary.
“The Fine Prints” - The final and binding T&C which shall ultimately govern every transaction between the Buyer and SalikoMall.com. It shall appear alongside every Product and Service. The Seller is also bound by these T&C. The T&C of Fine Print shall over rule all other T&C between the Parties and Buyer.
2 BASIS OF SALE
2.1 Rights of The Buyer
2.1.1 To reject the Product and/or the Service when they are NOT of the description, quality or quantity as specified in the Seller’s Quotation.
2.1.2 To be informed by the Seller, when the Product is to be shipped, the means of applicable freight, so that the Buyer may arrange for shipping insurance directly or through SalikoMall.com.
2.1.3 To examine and inspect the Product for ascertaining whether they are in conformity with the Quotation.
2.1.4 To use SalikoMall.com Support Service by using the contact information available onthe Website’s Contact Us Page between the working Hours shown on the same Page to resolve any questions and/or concerns regarding the Product and/or Service, or these T&C.
2.2 Duties of the Buyer
2.2.1 To submit a Request for Quotation (RFQ), the Buyer must create a FREE account with SalikoMall.com.
2.2.2 By submitting an RFQ, the Buyer is bound by the T&C of SalikoMall.com.
2.2.3 To provide the Seller with full and up-to-date required personal information, including a valid e-mail address.
2.2.4 To send an inquiry to the Seller about the Product and/or the Service, and to check the stock availability of the Product and/or the Service with the Seller.
2.2.5 To submit an RFQ to the Seller when intending to purchase the Product and/or the Service.
2.2.6 To issue a PO to the Seller after receipt of a PI from the Seller.
2.2.7 To pay the Seller in full for the Product and/or the Service as per the T&C of the PI.
2.2.8 To inform the Seller in case the Buyer refuses to accept or rejects the Product and/or the Service.
2.2.9 To pay damages for non-acceptance of the Product and/or the Service, whenever is agreed upon.
3 ORDERS & ACCEPTANCE
3.1 The Buyer’s PO is subject to acceptance by the Seller. The PO constitutes a request to purchase the Product and/or the Service at the agreed Purchase Price in accordance with the PI T&C, and is not binding on the Seller unless and until the Seller issues and sends a PI and the Buyer issues and sends a PO.
3.2 Any variation of the T&C by the Buyer will only bind the Seller if agreed in writing between the Seller and the Buyer.
3.3 All content on the Website, including any descriptions, specifications, drawings, photographs or prices of the Product and the Service, is published for guidance only. The Buyer acknowledges that the Seller is NOT liable for mistakes in such information as per the T&C of the Seller and The Principal.
4.1 RIGHTS & OBLIGATIONS OF SALIKOMALL.COM
4.1.1SalikoMall.com may change or alter the photographs and/or descriptive text of the Product or the Service which does NOT meet the Website’s standards of clarity and legibility provided the Seller is notified of said changes with an explanation of the reasons for the changes. SalikoMall.com maintains the right to use the logo of the Seller or any logo or brand associated with said Seller.
4.2 “SALIKOMALL.COM” IS OBLIGED
4.2.1 To provide all the services in accordance with the T&C.
4.2.2 To notify the Seller of any claims or disputes from the Buyer concerning the Product or the Service, if the Buyer informed the Website of such claims or disputes, in order to resolve the said matter.
4.2.3 To immediately inform the Seller of any notification(s) of the Buyer regarding any defective Product delivered by the Seller to the Buyer and give the Seller the responsibility to rectify the problem as per the PI and T&C.
4.2.4 NOT to disclose or to use any confidential information provided by the Buyer, except as required by applicable legislation, or a third party, as per Clause 14.4 and Clause 16 of the Agreement.
5 THE FUNCTION OF THE WEBSITE & CONTENT
5.2 SalikoMall.com provides an electronic commerce platform for the purpose of connecting Buyers and Sellers globally. The Website is an online marketplace used to principally locate potential Sellers and Buyers for general trading. The Website is NOT involved in any transaction(s) taking place between the Buyer and the Seller. The Website does NOT charge any commission from the Buyer or the Seller, does NOT represent the Buyer or the Seller and is NOT involved in the transaction(s) between the Buyer and the Seller. Thus, The Principal has NO responsibility or control on the safety, quality, legality, or availability of the Product and the Service of the Seller.
5.3 The fact that SalikoMall.com is NOT involved in any transaction(s) between the Buyer and the Seller, if under any circumstances a dispute/conflict occurs between the Buyer and the Seller, the Buyer and the Seller agree to indemnify the Principal from all claims, costs, expenses, demands and damages, actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed, arising out of or in any way connected with such disputes/conflicts.
5.4 The Buyer acknowledges and agrees that some content like data, texts, files, graphics, photos, videos, banners, logos and advertising material that are displayed on the Website are provided by the Seller. Thus, the Buyer agrees that any information given or posted by the Seller whether publicly posted or privately transmitted, is the sole responsibility of the Seller. The Buyer agrees that the Seller is entirely responsible for all content that it uploads/posts, e-mails or otherwise transmits via the Website. The Principal shall take NO responsibility.
5.5 The Buyer should be aware that information and/or messages sent by some individuals through the means of communication provided by the Website or through means of e-mails, fax or mailed letters to addresses obtained from the Website is out of SalikoMall.com’s control and monitoring ability. Thus, the Buyer acknowledges that The Principal has NO responsibility or liability for the content of the means of such messages and information. The Buyer agrees that the message sender bears responsibility for all messages communicated, as well as the consequences of such messages.
5.6 The Buyer acknowledges and agrees that it may be exposed to offensive, indecent or unpleasant content. Under NO circumstances shall The Principal be liable in any way for any affected individual, or the Seller’s content on SalikoMall.com.
6.1 The Buyer has to register for an account with SalikoMall.com in order to view complete Product and Service information offered for Sale on the Website, Seller’s full and complete details, send inquiries/messages, RFQ, initiate a Live Chat and/or other means of communication with the Seller, and purchase the Product or the Service.
6.2 The Buyer will have to fill out an online registration form. The form contains information such as name, address, contact information, details of business, etc. related to the Buyer and its company if applicable. The registered Buyer of SalikoMall.com shall provide true, accurate, valid and complete information, and also agrees to promptly update the information to keep it up to date, true, accurate and valid, when changes occur. The Buyer may edit, update or alter their personal information at any time by using the tools provided by the Website.
6.3 If the Buyer attempts to provide untrue, inaccurate, invalid, or incomplete information, the Website has the right to suspend/terminate the registration and refuse any or all use of the Website and its features, including the Product and/or the Service intended for purchase. If you have registered on the Website on behalf of a business entity or a company, you represent and warrant that you have the authority to bind such entity or company to the T&C and the address you provide is the principal place of business of such business entity.
7 ORDERING, SHIPPING & DELIVERY
7.1 ADVERTISED PRICE, PAYMENTS & SHIPPING
7.1.1 All published prices shown on the Website DO NOT include applicable sales, use, excise, taxes, freight, shipping and handling. Any such fees and charges that are charged to or collected by the Seller are added to the published price, and shall be shown in the Quotation and PI, and are the responsibility of the Buyer.
7.1.2 The Buyer acknowledges and agrees that it shall be responsible for payment of additional export/import duties, tariffs, charges, taxes and other related fees. The Buyer shall contact their local customs office for further information.
7.1.3 The Buyer shall pay the Purchase Price in accordance with the terms set out in the Seller's PI.
7.1.4 Once the Buyer places an order, the Seller MUST proceed with shipment and delivery, according to the specific T&C as agreed to between the Seller and the Buyer. The Seller will provide shipping at an extra cost to the Buyer when needed.
7.1.5 The place for delivery of the Product shall be set out on the Seller’s Quotation and PI.
8 RISK & PROPERTY
8.1 The Buyer acknowledges and agrees that The Principal shall NOT be responsible for the risk of damage to or loss of the Product, which shall pass to the Buyer on delivery at the address set out in the Seller’s Quotation. The Buyer is responsible for seeking an insurance policy for this purpose.
8 WARRANTY & RETURN POLICY
8.2 The Buyer should be aware of the Seller’s warranty policy, if applicable, and as per the PI.
8.3 The Buyer should also be aware of by the return policy of the Seller, if applicable to the purchased Product. The Principal shall NOT be liable for any returns and related matters. The Buyer hereby agrees to contact the Seller directly. The Principal shall NOT be held responsible for any resulting conflicts and consequences between the Buyer and the Seller.
8.4 The Seller shall provide timely services for the Buyer regardless of warranty or not.
9 INDEMNITY & LIABLITY
9.1 The Buyer shall indemnify The Principal from and against any and all claims, demands, proceedings and judgments, and any reasonable attorney fee (each, a “Claim”) made against The Principal in respect of any infringement or alleged infringement of any third Party IPR arising out of use of any information or data provided to SalikoMall.com by the Seller.
9.2 The Buyer agrees to defend, indemnify, The Principal from and against any and all awards of judgments which may be rendered upon any claim against the Principal from (a) any breach to this T&C by the Seller; or (b) any negligence or willful misconduct by the Seller, or (c) failure of the Seller to comply with the any other applicable laws, orders, or regulations.
9.3 The provisions of this clause shall survive the Termination Clause of this T&C.
9.4 Any of the following is automatically considered a material breach of the T&C and forfeiture of any or partial access to the Website and/or its related Products and Services:
- Using the Website in violation of local, national, or international laws;
- Violating any ordinance or regulation including without limitation, those governing export control, consumer protection, unfair competition or false advertising.
- Posting, uploading, e-mailing or transmitting any trade leads, information, data, text, files, links, chat, communication, or any other materials or any content that are unlawful, harmful, illegal, threatening, abusive, intruding to others privacy, vulgar, racist, or otherwise offensive to any other person or entity as determined by SalikoMall.com in its sole discretion.
- Collecting or storing personally identifying information about individuals for unlawful or unauthorized purposes.
- Being obscene or containing any pornography or sex-related merchandising or any other content or otherwise promoting sexually explicit materials.
- Being harmful to minors.
- Impersonating any individual or providing false information on the Website’s registration form.
- Posting or transmitting any unsanctioned advertising, promotional materials, including junk mail, spam, chain letters or any unsolicited mass distribution of e-mail.
- Posting or transmitting any data or material which contains computer viruses, corrupted files or any other similar destructive software and codes that may damage or have the effect of interfering with or intercepting any software or hardware system, data or personal information.
- Posting material that infringes on the intellectual property rights, copyright, patent, trademarks, trade secret or other rights of others.
- Acting in any other manner, which SalikoMall.com in its sole discretion finds unacceptable.
9.5 The Buyer acknowledges and agrees that it must evaluate, and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. In this regard, the Buyer acknowledges that it may NOT rely on any content created by or obtained through the use of the Website’s features, as well as the Product and the Service offered for sale.
10 NON-DISCLOSURE AGREEMENT & CONFIDENTIALITY
10.1 The Buyer shall treat as strictly confidential all information provided in connection withtheAgreement by SalikoMall.com and shall take all necessary precautions to ensure thatNO individuals, other than those specifically permitted has access to such confidentialinformation.
10.2 The Buyer undertakes NOT to copy or circulate any such information and to use this information solely in connection with the T&C and the line of business agreed upon.
10.3 It is understood that the foregoing obligations on confidence, nondisclosure and non-use do NOT apply to (a) information already known to either Parties as evidenced by written documents or records, (b) information publicly available or that becomes publicly available without a breach of the T&C by either Party (c) information independently developed by either Party from a third Party or (d) information independently developed by either Party without regard to each other.
11 INTELLECTUAL PROPERTY & INDEMNITY
11.1 Subject to this Agreement, the Buyer shall defend, indemnify and hold The Principal and its officers, directors, agents and employees harmless from and against any claim, demand, cause of action, debt or liability (collectively, Claim) by a third party that the Product sold by the Seller infringes any valid copyright or trade mark of that third Party.
11.2 All the content/information on the Website including, but not limited to graphics, logos, text and images belong to SalikoMall.com and the Seller. The design of the Website and its contents are the sole property of The Principal and is protected by Copyright and Trademark Laws.
12 OTHER CONDITIONS
13.1 This Agreement shall come into force from the moment the Buyer clicking “I Agree” on the website.
13.2 In the event that any of the terms of this Agreement shall be declared void or unenforceable by a court of competent jurisdiction, the remaining provisions herein shall remain in full force and effect.
13.3 The Website reserves all the rights to make any relevant modifications and updates to the T&C without prior notice in the form of updating this posting. Thus, any changes will be effective immediately and your continued use of the Website constitutes your agreement to having read and accepted the T&C of this Agreement.
13.4 SalikoMall.com makes NO representations whatsoever about other platforms which the Buyer may access through the Website. When the Buyer accesses a website other than SalikoMall.com, the Buyer acknowledges, understands and agrees that it is independent from SalikoMall.com.
13.5 SalikoMall.com has NO control over the content on the Seller’s website, and that a link to other platforms does NOT mean that SalikoMall.com accepts any responsibility for the content, use, or the Product and the Service made available through such platform(s).
13.6 SalikoMall.com shall NOT be liable to the Buyer for delays or failures in performance or disruptionof the content, features or service of the Website resulting directly or indirectly from Acts of God, forces or causes beyond its reasonable control, including but not limited to, internet failures, telecommunications or any other equipment failures, electrical power failures, labor disputes, riots, fires, flood, storms, explosions, acts of war, governmental actions, orders of domestic or international courts.
13.7 The Buyer agrees to indemnify and hold The Principal and its affiliates, executives, directors and employees, harmless from any claim or demand (including legal expenses and the expenses of other professionals) made by a third party due to or arising out of the Buyer and the Seller and any third party breach of the T&C or the documents it incorporates by reference, or the Buyer’s and the Seller’s violation of any law or the rights of a third party.
13.8 The Seller reserves the right to reject the Buyer's RFQ in whole or in part for any reason or for no reason, as determined by the Seller in its sole discretion, including, but not limited to, if the items are unavailable due to unforeseen circumstances (including Orders exceeding reasonably anticipated demand), or are in imperfect condition at the expected time of shipment.
13.9 The Seller may make minor modifications / substitutions in the design and specification of the Product and the Service at any time without notice to the Buyer, even if a Quotation has been issued. The Seller shall advise the Buyer by email of any changes that affect the overall usage and or structure of the Product and the Service and the Buyer may choose to cancel the RFQ at that time.
14 APPLICABLE LAW
14.1 This Agreement between SalikoMall.com and the Buyer shall be governed and interpreted in accordance with the laws of Dubai, United Arab Emirates.
14.2 Any dispute between the Parties arising in the process of the implementation of this Agreement shall be amicably resolved through negotiations and the Parties hereto shall endeavour to bring any such dispute to an amicable settlement.
14.3 In case no satisfactory settlement is reached, it may be finally settled by arbitration under the Rules of Dubai International Arbitration Centre (DIAC).The venue of arbitration shall be Dubai and the language of arbitration shall be English.The award of the arbitration shall be final and binding upon the Parties hereto.
14.4 The Principal reserves the right to cooperate fully with governmental authorities and/or offended/affected third parties in the investigation of any suspected criminal or wrongdoing. Further, SalikoMall.com may disclose the Buyer’s and Seller’s identity and contact information, if requested by a government or law enforcement body, an offended/affected third party, or as a result of a legal action, and SalikoMall.com shall NOT be liable for damages or results thereof and the Seller and the Buyer agree NOT to bring any action or claim against the Principal for such disclosure.
15 ADDRESS FOR COMMUNICATION
15.1 All notices to be served between the Parties shall be in writing and shall be sent by registered or recorded delivery mail, or by facsimile or other electronic means in a form generating a record copy, to the address stated above, of the Party being served, or to such other address of which such Party may hereafter give written notice to the other Party.
15.2 Any notice sent by mail shall be deemed to have been duly served (3) three working days after the date of posting or (10) ten working days if posted from one country to another. Any notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of successful transmission.
16.1 The Buyer consents to the collection, use and disclosure of the Buyer's personal information by a third party providers and distributors in accordance with the T&C.