These terms and conditions outline the rules and regulations for the use of the BD Coast Solutions’ Multi-vendor Online Marketplace as a Vendor( undersigned ), located at https://www.bdcoast.com.
BD Coast Solutions is the owner of the Multi-vendor Online Marketplace by the name of www.bdcoast.com where different sellers sell their commodities from a single platform.
By signing up, as a Vendor( undersigned ), via our Multi-vendor Online Marketplace, you agree to abide by the following terms and conditions:
Marketing Tools/Support, Products, Services Availability of products, etc.
1. The Vendor( undersigned ) will keep informing the BD Coast Solutions at all times about the availability of the products in its inventory along with detailed specifications like weight, size, color, texture, etc. as may be required of the product. In the case of providing service, the Vendor( undersigned ) must keep informing BD Coast Solutions regarding its service with meticulous details. Order once placed by the customer shall have to be honored by the Vendor (undersigned ) at all costs.
2. Fee/Commissions/Profit etc
2.1 The BD Coast Solutions shall not charge any fee for providing webspace/display on the website. However, for all such sales that are made/generated using the website www.bdcoast.com, a commission/profit shall be paid by the Vendor. The Vendor(undersigned ) will pay the commission/profit on agreed-upon terms by both parties and per-product/service sale basis.
2.2 The BD Coast Solutions will disburse the payment to the Vendor( undersigned ) on a given interval agreed by both parties.
2.3 The BD Coast Solutions will escrow the funds earned through sales as security money to protect the interests of the Vendor( undersigned ) and the customer. The BD Coast Solutions will release/disburse the funds upon the successful delivery of the product or service to the customer.
3. Dispute Resolution
3.1 In the case of dispute or disagreement between the Vendor( undersigned ) and the customer, BD Coast Solutions will intervene. If the Vendor( undersigned ) and the customer fail to reach an agreement, BD Coast Solutions will mandate the final settlement. Both the Vendor( undersigned ) and the customer must be abode by the settlement.
4. Order, Handling, Delivery, etc.
4.1 Orders for the products/services shall be received using the website www.bdcoast.com and shall be forwarded to the Vendor( undersigned ) by the BD Coast Solutions via email/Telephone/Fax/Courier or other, digital or otherwise, means it deems conducive.
4.2 The Vendor( undersigned ) shall upon receipt of the order from the BD Coast Solutions immediately arrange to deliver the products/service to the designated address as early as possible but in any case, the dispatch shall be made within 7 (SEVEN) days of the receipt of the Order. In case the Vendor( undersigned ) fails to dispatch the product within the aforesaid time, it has to return the amount received back to the BD Coast Solutions forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as a breach of the agreement and be one of the causes for termination of the agreement. The Vendor shall provide to the Firm the consignment number, details of the courier/shipment agency immediately followed by proof of delivery.
4.3 If the BD Coast Solutions ship the products on behalf of the Vendor( undersigned ), the products must be sent to BD Coast Solutions’s designated warehouse within a maximum of three days from the date of receiving the order.
4.4 The Vendor( undersigned ) shall ensure that the products/services dispatched are of the specifications ordered and there is no deviation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor( undersigned ) to the customer.
4.5 The Vendor( undersigned ) agrees to replace the defective products supplied to the customer at its own cost and shall not hold the BD Coast Solutions responsible in any manner whatsoever.
5. Covenants of Vendor( undersigned )
The Vendor hereby covenants with the BD Coast Solutions as under:
5.1 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of nondelivery. Further, the Vendor( undersigned ) shall maintain adequate stock/inventory of the items at all times. In case the Vendor( undersigned ) is running out of supplies or is likely not to fulfill the Order received by the BD Coast Solutions, it shall hint to the BD Coast Solutions at least three days in advance so that notice of OUT OF STOCK for the product can be placed on the website.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the BD Coast Solutions, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to perform any act/deal in a business/products/goods/services which are either banned/prohibited by law or violate any of the intellectual property rights of the BD Coast Solutions in respect of such product.
5.4 The Vendor( undersigned ) declares that it has all rights and authorizations in respect of the intellectual property rights of third parties and is authorized to sell/provide/license such products to the customer. A copy of such authorization shall be provided on demand without failure and/or protest.
5.5 The Vendor( undersigned ) agrees to indemnify and keep assured the BD Coast Solutions from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the BD Coast Solutions due to acts/omission on the part of the Vendor( undersigned ).
5.6 To provide to the BD Coast Solutions, for the creation/display on the website of the BD Coast Solutions, the product description, images, disclaimer, delivery timelines, price, and such other details for the products to be displayed and offered for sale.
5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is supererogatory in nature. Further, it will forward the product description and image only for the product which is offered for sale through the website of BD Coast Solutions. The Vendor( undersigned ) agrees that in case there is a violation of this covenant, it shall do and cause to be done all such acts that are necessary to prevent disgrace being caused to the BD Coast Solutions.
5.8 To provide a full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor( undersigned ) agrees not to provide any such description/information concerning the product which amounts to misrepresentation to the customer.
5.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the portal of the BD Coast Solutions.
5.10 Has uninterrupted access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned hereinbefore in the arbitration.
5.11 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.
5.12 Not to offer any products for sale on the online store, which are prohibited for sale, dangerous, against public policy, banned, unlawful, illegal or prohibited under the Bangladeshi laws.
5.13 To provide satisfactory proof about the ownership/licenses of all the legal rights in the products that are offered for sale on the online store as and when demanded by the BD Coast Solutions.
5.14 To pass on the legal title, rights, and ownership in the Products sold to the Customer.
5.15 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the Vendor( undersigned ). No claim of whatsoever nature will be raised on the BD Coast Solutions.
5.16 The Vendor( undersigned ) shall at all times during the pendency of this agreement endeavor to protect and promote the interests of the BD Coast Solutions and ensure that third parties rights including intellectual property rights are not infringed.
5.17 The Vendor( undersigned ) shall interminably be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
5.18 To provide to the BD Coast Solutions copies of any document required by the BD Coast Solutions for the fulfillment of its obligations under this agreement within 48 hours of getting a written notice from the BD Coast Solutions.
5.19 To seek advance written approval from the BD Coast Solutions, before the release of any promotion/advertisement material relates to services offered according to the terms of this Agreement.
6. Warranties, Representations, and Undertakings of the Vendor( undersigned )
6.1 All obligations narrated under this Agreement are legal, valid, obligatory, and enforceable in law against Vendor( undersigned ).
6.2 No proceedings are pending against the Vendor( undersigned ), which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement.
6.3 That it is an authorized business establishment and holds all the requisite permissions, authorities, approvals, and sanctions to conduct its business and to enter into a present agreement with BD Coast Solutions.
6.4 It shall relentlessly ensure compliance with all the requirements applicable to its business and for this agreement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.
6.5 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the BD Coast Solutions and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
6.6 It shall maintain details of all transactions and records as complete/incomplete as the case may be and shall provide the same to the BD Coast Solutions upon demand.
7. Rights of BD Coast Solutions
7.1 The Vendor( undersigned ) agrees and acknowledges that the BD Coast Solutions, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor( undersigned ) without any prior intimation to the Vendor( undersigned ) in the event the said text, image, graphic is found to violate the law, breach of any of the terms of this Agreement, the terms, and conditions of www.bdcoast.com Shopping Website. In such an event, the BD Coast Solutions reserves the right to forthwith remove/close the online store of the Vendor( undersigned ) without any prior intimation or liability to the Vendor( undersigned ).
7.2 The Vendor( undersigned ) agrees on proper disclaimers and terms of use on www.bdcaost.com Shopping Portal placed by the BD Coast Solutions.
7.3 At any time if the BD Coast Solutions believes that the services are being utilized by the Vendor( undersigned ) or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of www.bdcoast.com Shopping, the BD Coast Solutions shall have the right either at its sole discretion or upon the receipt of a request from the legal/statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End-user as the case may be, forthwith remove/block/close the online store of the Vendor( undersigned ) and furnish such details about the Vendor( undersigned ) and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
8. Indemnity
8.1 The Vendor( undersigned ) indemnifies and shall hold indemnified the BD Coast Solutions, 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 concerning the Vendor’s( undersigned ) product, the breach of any of the Vendor’s( undersigned ) 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( undersigned ) infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service Tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. For this clause reference to the BD Coast Solutions shall also include the Mobile Operators and such other agencies through whom the BD Coast Solutions shall make the Online Store available to the Customers.
8.2 This provision shall survive the termination or expiration of this Agreement.
9 Limitation of Liability
9.1 The BD Coast Solutions based on representation by the Vendor( undersigned ) is marketing the products of the Vendor( undersigned ) on the shopping portal www.bdcoast.com to enable Vendor( undersigned ) to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the Vendor( undersigned ) that the BD Coast Solutions shall under no circumstances be liable or responsible for any loss, injury, or damage to the Vendor( undersigned ), customer, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in an unfit condition, infringing/violating any laws/regulations/ intellectual property rights of any third party. The Vendor( undersigned ) agrees and acknowledges that it shall be solely liable for any claims, damages, allegations arising out of the Products offered for sale through online shopping portal www.bdcoast.com (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the BD Coast Solutions harmless and indemnified against all such claims and damages. Further, the BD Coast Solutions shall not be liable for any claims, damages arising out of any negligence, misconduct, or misrepresentation by the Vendor( undersigned ) or any of its representatives.
9.2 The BD Coast Solutions under no circumstances will be liable to the Vendor( undersigned ) for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor( undersigned ) has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Vendor( undersigned ) to have been deliberately caused by the BD Coast Solutions.
10 Termination and effects of Termination
10.1 This Agreement may be terminated by the BD Coast Solutions instantly in the event:
10.11 The Vendor( undersigned ) fails to make payment of the sum demanded after it has been served a 48 hour written notice.
10.12 The Vendor( undersigned ) commits a material breach of any representation, obligations, covenant, warranty or term of this agreement, and the same is not cured within 30 days after written notice given by the BD Coast Solutions.
10.13 If a petition for insolvency is filed against the Vendor( undersigned ).
10.14 If the Vendor( undersigned ) is in infringement of third party rights including intellectual property rights.
10.2 This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after the expiry of such a period.
10.3 Effect of Termination:
10.3.1 In the event of termination/expiry of this Agreement, the BD Coast Solutions shall remove the Links and shall discontinue the display of the Products on the online shopping portal www.bdcoast.com with immediate effect.
10.3.2 The BD Coast Solutions shall not be liable for any loss or damages (direct, indirect, or inconsequential) incurred by the Vendor( undersigned ) following the termination of this Agreement.
10.3.3 During the period under notice, both the parties shall be bound to perform their obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
11. Jurisdiction, governing law, and ex-parte Orders
11.1 This agreement is subject to the exclusive jurisdiction of competent Courts of law in Bangladesh only.
11.2 The laws of the People’s Republic of Bangladesh, as are in force, shall apply to the present agreement.
11.3 The BD Coast Solutions is entitled to obtain ex-parte ad-interim injunction orders restraining the Vendor( undersigned) to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of BD Coast Solutions by the Vendor( undersigned ), its representatives, associates or assigns.
12. Notices
12.1 All notices and other communications under this agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by SMS, email or courier, or social media messengers, in each case to the current addresses of both companies.
13. Intellectual Property Rights
13.1 The Vendor( undersigned ) expressly authorizes BD Coast Solutions to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the BD Coast Solutions may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain the all right, title, and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark/logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.
14. Entire Agreement
14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements, and understandings (whether written or oral) between the Parties with respect to its subject matter.
15. Entire Agreement
15.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements, and understandings (whether written or oral) between the Parties with respect to its subject matter.
16. Confidentiality
16.1 The contents of the agreement and any information passed on by the BD Coast Solutions to the Vendor( undersigned ) is highly confidential in nature and the Vendor( undersigned ) agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor( undersigned ) under this Agreement. The said information shall not be used by the Vendor( undersigned ) or its agents, servants, representatives or any person acting through or claiming through the Vendor( undersigned ) for any purpose other than for the performance of its obligations under this Agreement. The Vendor( undersigned ) agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Vendor( undersigned ) agrees that the BD Coast Solutions shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The BD Coast Solutions shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. Litigation will entail such unlawful action by the Vendor( undersigned ).
17. Relationship of Parties
17.1 Nothing in this Agreement will be interpreted as creating a relationship of partnership, joint venture, agency, or employment between the Parties. The BD Coast Solutions shall not be responsible for the acts or omissions of the Vendor( undersigned ) and the Vendor( undersigned ) shall not represent the BD Coast Solutions, nor has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the BD Coast Solutions.
18. Waiver and Amendment
18.1 No waiver of any breach of any provision of this Agreement establishes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
18.2 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
19. Force Majeure
19.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Governmental authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
