Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before submitting your request "http://www.grasshoppers.lk/kapruka/shops" http://www.grasshoppers.lk/kapruka/shops website (the "Service") operated by Kapruka Dot Com (Pvt) Ltd
This Memorandum of Understanding is made and entered into in Colombo in the Democratic Socialist
Republic of Sri Lanka on this (Today) day
KAPRUKA DOT COM (PRIVATE) LIMITED, a Company incorporated under the Companies Act No. 07 of 2007 of Sri Lanka bearing registration no. PV5789, and having its registered office and/or principal place of business at 237/22A, Vijaya Kumaratunga Mawatha, Colombo 05 in the said Republic (hereinafter called and referred to as “KAPRUKA‟ which term shall mean and include KAPRUKA DOT COM (PRIVATE) LIMITED, its successors and permitted assigns) on the FIRST
And _________________a Company incorporated under the Companies Act of of Sri Lanka bearing registration No ___________ and having its registered office at___________________________________________ and its principal place of business at ___________________________________________in the said Republic (hereinafter called and referred to as ‘Vendor’ which term shall mean and include the said ______________________ its subsidiaries, associates, affiliates, successors, and permitted assigns) on the SECOND PART
KAPRUKA and collectively referred to as the ‘Parties’
WHEREAS KAPRUKA is engaged in online retailer business carried out through its online platform
AND WHEREAS Vendor is engaged in a distinct and independent businesses of range of products. AND WHEREAS KAPRUKA shall raise a purchasing order for the required Products and Vendor
shall deliver/ release such Products to KAPRUKA as stipulated herein subject to a commission agreed between the Parties and other terms and conditions set out herein
NOW IT IS HEREBY MUTUALLY AGREED AS FOLLOWS;
Memorandum shall mean this Memorandum of Understanding and
Of Understanding (MOU) any annexures to same
„Customer‟ shall mean the end user who orders off the Kapruka site.
„Authorized Signatory‟ shall mean those authorized in writing from both entities, namely KAPRUKA and Vendor to endorse and authorize documents for and on behalf of the two entities.
Kapruka Site shall mean all web sites owned and operated by KAPRUKA as an e-commerce platform that can be viewed by the public.
Products BRANDS and Products
„Designated Contact Point‟ shall mean a designated employee of the vendor for liaising purposes with KAPRUKA.
This Agreement shall be valid for a period of One (01) year from the Effective Date unless terminated earlier by either party hereto as provided herein.
This Agreement will come in to effect from the date where the duly authorized signatories of the parties to this Agreement execute the Agreement by way of duly signing same.
This Agreement may be terminated, without cause, by either party upon submission of 01 month
written notice to the other where the notice shall be delivered by hand or by certified mail to the address listed above.
The purpose of this MOU is to establish the terms and conditions for the supply of vendor’s products on a regular basis for the orders placed by Kapruka customers for delivery within Sri Lanka.
4. Core Responsibilities of Kapruka
4.1. Kapruka shall address all consumer inquires relating to the Products.
4.2. Kapruka shall advertise the products to Kapruka customers.
4.3. Kapruka shall accept orders for the vendor’s products through the Kapruka.com website.
4.4. Kapruka shall carry out all fulfillment activities for the products that are in store.
4.5. Kapruka shall remit to the vendor all dues as per the invoice as per the payment terms.
5. Core Responsibilities of the Vendor
5.1 The quality of the delivered products must be guaranteed by Vendor and damaged or defective products must be replaced or compensated by Vendor at no additional cost within the given warranty period allocated by the Vendor for each particular item/ part(s)
5.2 Vendor shall ensure that it has the right and has obtained necessary licenses, permits, approvals to import/manufacture/ distribute the Products supplied.
5.3 The vendor shall maintain the product portfolio on the website, do necessary updates to the product range and ensure that factually accurate information is available at all times.
5.4 Vendor should provide constant support to Kapruka for purchase and product related inquiries.
5.5 The vendor shall appropriately pack and deliver goods to the designated Kapruka stores.
5.6 Vendor must provide detailed descriptions and specifications for its products that are being listed on the Kapruka website.
5.7 Continuous supply of the requested products should be assured by Vendor
5.8 Vendor shall inform Kapruka immediately, of any legal, regulatory, compliance requirement or any other requirements pertaining to the Products supplied or any changes thereto.
6. Ordering Process
The products will be ordered on consignment and on demand basis depending on the requirement. When an additional service is needed Kapruka will inform the designated contact point of the Vendor via email. Kapruka may also place a call to expedite the order process.
7. Return Policy
7.1. All Vendors‟ Products that remains unsold with Kapruka for a period of 01 month(s) can be returned by Kapruka. (Only applicable on consignment products)
7.2. When informed, the vendor shall pick up the products from the Kapruka stores.
7.3. In the event a damaged or defective item needs to be returned, the vendor will arrange the pick up at the time of delivering the replacement.
8.1. Kapruka will receive a margin of minimum 15% on the usual Max Retail Price of the Item(s)/ Service (s)
8.2. Addition of future products will be done after a mutual agreement of Margin Percentages by the both parties.
8.3. Kapruka reserves the right to review the product price periodically.
8.4. Vendor may request for a price revision providing at least one month(s) written notice to
Vendor shall invoice Kapruka on weekly sales. All invoices should be addressed to Kapruka Dot com (Private) Limited and be directly sent to the address stated above. Kapruka will be making the payment after 14 working days from the date of invoice.
In witness whereof, the parties to this MOU through their duly authorized signatories have executed this MOU on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this MOU as set forth herein. The effective date of this MOU is the date of the last signature affixed to this page.
Notices: Any notice, summons, demand, request or report to be given or made hereunder shall be given or made in writing/ email, and shall be deemed to have been delivered or given in Three business (03) days after posting if by way of Registered Post and immediately after receipt by the recipient if by email. Any such communication shall be sent to the address/es of the Parties herein before mentioned or communicated to each other from time to time.
Relationship of Parties: Nothing contained in this MOU shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner whatsoever between the Parties.
Assignment: Neither Party may assign any of its rights nor obligations under this MOU to a third party in whole or in part without the express written consent of the other Party.
Confidentiality: Neither Party to this MOU shall disclose or permit to be disclosed to any person, firm or company any confidential information of the other Party or knowledge or any financial or trading information of or relating to the other Party unless required to do so by law.
Indemnity: Either Party shall indemnify and keep indemnified the other Party and its affiliates and their respective employees, directors, officers, shareholders, partners, members, agents and all losses, liabilities, damages and/or claims incurred or suffered by either Party for any reason related to fulfillment of either party’s obligations under this MOU. Provided however either Parties‟ obligation to indemnify the Other Party under this provision shall not extend to any damage, loss or liability suffered by the other Party which is finally proven to be caused solely and directly by gross negligence, fraud or willful misconduct of such other Party or its affiliates. This Section shall survive any termination or expiration of this MOU.
Invalidity and Severability: In the event any part of this MOU is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability, or legality of any remaining portions of this MOU. All remaining portions shall remain in full force and effect as if the original MOU had been executed without the invalidated, unenforceable or illegal part
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the Laws of Sri Lanka and in the event any dispute or difference arising between the Parties in connection with or arising out of this Agreement such dispute or difference shall first be discussed among the Parties in a spirit of mutual co- operation. In the failure to resolve any disputes the aggrieved Party shall have the right to pursue and/or initiate action in a court of competent jurisdiction within Sri Lanka
The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them.
If you have any questions about these Terms, please contact us.