General terms and conditions of sales and Consignment
“E-Commerce Center CBC” a legal entity registered in the Republic of Rwanda under the Law governing companies N° 007/2021 of 05/02/2021 with code 119244798, having its registered office at Avenue des Poids Lourds, at KN 7 Rd Kigali, City, Nyarugenge District, Muhima Sector, Ubumwe Cell in Insangano Village, Kigali, Rwanda operates a warehouse, also called eCommerce Center (ECC) for Made in Rwanda and non-Made in Rwanda products as well an online marketplace; the Website, inclusive of its products or services or applications or application plug-ins (“Applications”): https://rwandamart.rw/ (the “Website” or the “Marketplace”), social media pages, mobile App, and all of its subdomains for Made in Rwanda and non-Made in Rwanda products and Services available for SMEs consigning their goods, collectively, the “Products and Services”;
By using the Websites or the Marketplaces, You agree to follow and be bound by these General Terms and Conditions of Sale (the “Terms of Sale”) and agree to comply with all applicable laws and regulations. You agree that by using the Websites or the Marketplaces, You are at least 18 years of age or older and You are legally able to enter into a valid contract. If you are under 18, you may use the Website or the Marketplace only with involvement of a parent or guardian. These Terms of Sale always apply when You use Our Websites or Our Marketplaces or place an order through Our Websites, and they contain important information for You as a Customer. Please read them carefully. We also recommend that You save or print these Terms of Sales so that You can consult them at a later time.
Our Websites or the Marketplaces welcome listings of a wide range of both products and services:
• sales directly to consumers (B2C) or to businesses (B2B);
• the products can be physical products or digital products e.g. an app;
• the services can be face-to-face bookings or digital services e.g. an online course;
• personalised and customised products;
• made-to-order one-of-a-kind products (must specify manufacturing delay);
• product rentals;
• Made In Rwanda goods and imported goods;
• you can become a reseller of a product or service listed on Our Sites by another seller or producer.
We also welcome any products and services that have positive social or environmental impact, such as organic, upcycled, recycled or support cooperatives or not-for-profit organisations.
Article 1. Understanding the terms of sales
1.1. In this policy, when We refer to “We“, ”Us”, “Our” or “Ours”, We mean “E-Commerce Center CBC”; and when We refer to “You”, “Your”, “Yours” or “Yourself” We mean You, the person or the company accessing or using (“User”) the Websites, social media pages, mobile apps, online partner marketplaces accounts, point of sales, sales events, physical stores or any other form of sales and marketing channels, offline and online which are operated by our legal entity and together hereinafter referred to as “Parties”.
1.2. When using the term referred to as “Customer”, we mean the natural person (“Natural customer”) or corporation (“Legal customer”) who enters into an agreement with Us and/or is registered on the Websites or Marketplaces. Natural Customer shall mean one who has its own legal personality that is an individual human being, as opposed to a Legal customer. Legal customer shall mean a legal entity that is acting in a professional or commercial capacity.
1.3. Agreement shall mean any arrangement or agreement between Us and You of which these Terms of Sale are an integral part.
1.4. The term “written” or “in writing” in these Terms of Sale also refers to communication by email, provided that the sender’s identity and the integrity of the email message have been sufficiently established.
Article 2. Application and Acceptance of these Terms and Conditions of Sale
2.1. These Terms of Sale apply to all Our offers, agreements and deliveries, unless explicitly agreed otherwise in writing.
2.2. If You in Your order, confirmation or any other communication alleging acceptance of the Terms of Sale include any provisions that differ from, or are not included in the Terms of Sale, such provisions will only be binding upon Us if and in so far as We have accepted them in writing.
2.3. In cases where specific product or service-related terms and conditions of sale apply in addition to these general Terms of Sale, You can always invoke the applicable condition that is most favorable to You in the event of incompatible general terms and conditions of sales.
2.4. It is Your responsibility to review these Terms of Sale periodically. If at any time You find these Terms of Sale unacceptable or if You do not agree to these Terms of Sale, please do not use Our Websites and Marketplaces. We may revise these Terms of Sale at any time without notice to You. If You have any questions about these Terms of Sale, please contact Us using Our contact form indicated below.
Article 3. Prices and information
3.1. We are clear and transparent on Our offer and the price You must pay for Our services or Our products before You enter the order process. We will not charge You for additional services or products unless You explicitly agree with these additional costs for services or products.
3.2. Before concluding the transaction, You will see the essential described characteristics of the product, the brand, the final price including an estimate of all taxes, custom costs, the delivery address, delivery costs and other surcharges. If the final price cannot include all costs to be paid by You, it is explicitly stated which costs are not included next to the final price with a link to a page where these costs can be determined.
3.3. The content of the Websites and Marketplaces is composed with the greatest care. We cannot, however, guarantee that all information on the Websites or Marketplaces is correct and complete at all times. All prices and other information posted on the Website and in other materials originating from Us are subject to obvious programming and typing errors.
3.4. We cannot be held responsible for deviations in colour that result from the quality of the colours displayed on your screen.
3.5. We will be as accurate as possible. However, We do not warrant that product descriptions or other content of any service is complete, or error-free. If a product offered by Us itself is not as described, Your sole remedy is to return it in unused condition.
Article 4. Conclusion of the Agreement
4.1. We take care to have a transparent, accessible and easy order process that provides You with the possibility to check Your order and eventually correct it before You conclude the order. Before You conclude the transaction, we will provide clear and transparent information on Your legal rights and obligations. We always will confirm Your order and give You information on Your order and progress.
4.2. The Agreement will be deemed to be concluded at the moment You accept the offer of the Websites or Marketplaces subject to the conditions laid down in these Terms of Sale.
4.3. If You have accepted the offer by electronic means, We will confirm receipt of acceptance of the offer by electronic means without delay. Until such receipt of acceptance is confirmed, You will have the possibility to terminate the Agreement.
4.4. If it is found that, in accepting or otherwise entering into the Agreement, You have provided incorrect data, We will have the right to postpone or cancel the Agreement until the correct data are received.
4.5. Parties other than Us, provide services or software, or sell product lines through Our Services. In addition, we provide links to the websites of affiliated companies and certain other businesses. If You purchase any of the products or services offered by these businesses or individuals, You are purchasing directly from those third parties, not from Us. We are not responsible for examining or evaluating, and We do not warrant, the offerings of any of these businesses or individuals (including the content of their websites). We do not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
Article 5. Registration
5.1. To make optimal use of the Websites or Marketplaces, You can register using the registration form/the account sign-in option on the Website.
5.2. During the registration process, You will be asked to choose a user name and password with which You can log on to the Website. You alone are responsible for choosing a sufficiently reliable password.
5.3. You must keep Your login credentials, user name and password strictly confidential. We cannot be held liable for any misuse of the login credentials and are always entitled to assume that person or entity who logs on to the Website is the party that it professes to be. You are responsible for and bear the full risk of any and all actions and transactions performed via Your account.
5.4. If You know or have reason to suspect that Your login credentials have become available to unauthorized parties, it will be required to change Your password as soon as possible and/or to notify Us accordingly, by using the contact information provided below, so as to allow Us to take appropriate measures.
Article 6. Execution of the Agreement
6.1. We make sure that the essential characteristics of the products and services are adequately described. The products will be delivered to You based on the description and the product photo. If You buy a specific brand, We will deliver that specific brand. We do not sell fake and counterfeit products. If a product infringes on the intellectual property rights of third parties, You may return the product as per the provisions laid in articles 7 and 8 of these Terms of Sales.
6.2. As soon as We have received the order, We will send the products to You without delay.
6.3. We are authorized to engage third parties in the fulfilment of their obligations under the Agreement.
6.4. We will deliver at the place and time as specified in the order with You. If We are unable to deliver as promised we will inform You as soon as possible. If we are unable to deliver the product within seven working days after the promised delivery time You have the right to cancel the order and return the product at Our expense.
6.5. In principle, the delivery term is 1 to 2 days for delivery within Rwanda and 5 to 25 days for delivery outside Rwanda. Delivery may be effected in various ways, at Our discretion.
6.6. If We are unable to deliver the products within the agreed term, We will notify You accordingly. In that case You can decide either to agree to a new delivery date or to terminate the Agreement without incurring any costs.
6.7. We advise You to inspect the products upon delivery and to report any defects within an appropriate period referred to under 7.2, by email or using the contact information below. For further details, see the article about guarantee and conformity.
6.8. The risks associated with the products will transfer to You as soon as the products are delivered at the agreed delivery address.
Article 7. Right of withdrawal/return & refunds for Natural customers
7.1. This article only applies if You are a Natural customer.
7.2. We allow You to return products within a 14-day term after delivery without having to give a reason. Only a few kinds of products can be exempted from return. If We choose to exempt these products or services, we will clearly state so before the transaction is concluded. We will reimburse applicable fees received from You within a 14 day-term after the goods have been received back or You have supplied Us with evidence of having sent back the goods, whichever is earliest and after confirming the product was damaged during the shipping or was initially defective.
7.3. The term commences on the day after You receive the product, or a third party You designated, who is not the transporting party, or:
• If the delivery of a product involves different deliveries or parts: the day on which You, or a third party designated by You, received the last delivery or the last part;
• With contracts for the regular delivery of products during a given period: the day on which You, or a third party designated by You, received the last product;
• If You have ordered several products: the day on which You, or a third party designated by You, received the last product.
7.4. The shipping costs of returning the goods are at Your own charge in case the product was not in compliant with this Agreement. Likewise, if You return part of the order, we do not have to refund the shipping cost of sending You the product. If technically possible, We will return the payments via the same payment method through which We have received payment.
7.5. During the withdrawal period referred to in section 7.3 of this article, You will treat the product and its packaging with the utmost care. You may not open the packaging or use the product unless this is necessary in order to determine the nature of the products, their features and their operation.
7.6. You are only liable for the product’s devaluation that is a consequence of his handling the product other than as permitted.
7.7. You can terminate the Agreement in accordance with Section 7.2 of this article by reporting the withdrawal to Us using the relevant tools available on this Website, within the withdrawal term. If We make it possible for You to declare Your withdrawal via electronic/digital means, then after receiving such a declaration, We send immediate confirmation of receipt.
7.8. As quickly as possible, but no later than 14 days after the day of reporting as referred to in section 7.2 of this article, You shall return the product, or hand it over to Us (a representative of). You can send the product directly to Us without a notice of withdrawal in advance within the period as mentioned in section 7.2 of this article. You must, in this case, include a written notice of withdrawal provided by the Website. Products can be returned to the addresses available at this link.
7.9. Any amounts You might have already paid (in advance) will be refunded to You as soon as possible, and in any case within 10 days after refund request approval. If You chose an expensive method of delivery in preference to the cheapest standard We do not have to refund the additional costs of the more expensive method except in cases in which We have offered to retrieve the product Ourselves, We can postpone refunding until We have received the product or until You prove You have returned the product, depending on which occurs earlier.
7.10. Information about the applicability or non-applicability of a right of withdrawal and any required procedure will be posted clearly on the Website, well before the Agreement is concluded. The right of withdrawal does not apply to:
• Products that We have created in accordance with the Your specifications;
• Sealed products that, for reasons relating to the protection of health or hygiene, are unsuited to returning and whose seal was broken subsequent to delivery;
• The delivery of digital content other than on a material medium, but only if the delivery commenced with Your explicit prior agreement, and You declared that this implied You having lost Your right of withdrawal;
• Products that are perishable or subject to obsolescence;
• Separate copies of newspapers and magazines;
• Audio and video recordings and computer software whose seal You have broken.
Article 8. Right of withdrawal for Legal customers
8.1. This article only applies if You are a Legal customer.
8.2. The previous article on the right of withdrawal shall correspondingly apply to business orders, except that:
• You must dissolve the Agreement with Us within 14 days after receipt of the product.
• After We receive Your returned goods, only the purchase price will be refunded to You. You are responsible for returning the products and bear the costs in respect thereof. You must return the product to Us unused and in undamaged packaging. If You do not comply with the foregoing, We are entitled to refuse a return or may charge the expenses for repair or damages. As soon as possible, but in any event within 30 days after dissolution of the Agreement and receipt of returns by Us, any (advance) payments You made will be refunded.
Article 9. Payment
9.1. The Website offers You a range of widely accepted and safe payment methods. At least one payment method offers You the option to recover your payment without Our consent or offers You the option to pay after the goods have been received.
9.2. You shall pay the amounts due to Us in accordance with the ordering procedure and any payment methods indicated on the Website. We are free to offer any payment method of Our choice and may change these methods at any time. A confirmation email is then sent to both You and Us. In cases of payment after delivery You will be given a term of payment of 14 days entering on the day after delivery.
9.3. If You do not complete Your payment obligation, You will be indebted the legal interest over the belated payment. We need to remind You of the belated payment and We have to give You a term of 14 days to complete the payment obligation. After failing this 14-day term We are allowed to recover any extrajudicial debt collection costs on You.
9.4. We generally do not charge Your credit card until after Your order has entered the shipping process or, for digital products, until we make the digital product available to You.
Article 10. Warranty and conformity for Natural customers
10.1. This article only applies if You are a Natural customer who is not acting in Your professional or commercial capacity.
10.2. If We give a separate warranty on the products then, without prejudice to the aforesaid, this applies to all types of customers.
10.3. We guarantee that the products are in conformity with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and with the existing statutory provisions and/or government regulations that are in force from the date of entering into the Agreement. If specifically agreed, We also guarantee that the product is suitable for other than normal use.
10.4. If the delivered product is not in conformity with the Agreement, You must inform Us within the term stated in provision 7.2 of this Agreement days after You have received the product.
10.5. If We deem the complaint to be correct, the faulty product(s) will be repaired, replaced or refunded in consultation with You. The maximum amount of compensation is, having regard to the article on liability, equal to the price You paid for the product.
Article 11. Warranty on business purchases for Legal customers
11.1. This article only applies if You are a Legal customer.
11.2. We guarantee that the products are in conformity with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and/or usability and with the existing statutory provisions and/or government regulations that are in force from the date of entering into the Agreement. If specifically agreed, We also guarantee that the product is suitable for other than normal use. Otherwise, it applies that the product is suitable for normal use.
11.3. If the delivered product is not in conformity with the Agreement, You must inform Us within a maximum period of 14 days after delivery. Should You fail to do so, then the You are no longer entitled to have the product repaired, replaced or (partially) refunded.
11.4. If We deem the complaint to be correct, the faulty product(s) will be repaired, replaced or (partially) refunded in consultation with You.
Article 12. Complaints handling procedure
12.1. If You have any grievances in connection with a product (in accordance with the article on warranties and conformity) and/or about other aspects of Our service, You can submit a complaint by using the contact information provided below.
12.2. We will respond to the complaint as soon as possible, and in any case within 3 working days after having received it, and that in English at least, or if possible, in the language you have concluded the transaction, or if possible, in our own language. If it is not yet possible for Us to formulate a substantive reaction to the complaint by that time, We will confirm receipt of the complaint within 3 working days after having received it and give an indication of the term within which it expects to be able to give a substantive or definitive reaction to Your complaint.
12.3. If You are a Natural customer who is not acting in Your professional or commercial capacity, We inform You via the Safe.Shop trustmark logo on every page of Our Website about how to file a complaint and the possibility to start an out-of-court dispute handling process with Safe.Shop as an intermediate.
Article 13. Liability
13.1. This article only applies if You are a Natural customer or a Legal customer.
13.2. Our total liability in respect of consumer due to an attributable failure to perform the Agreement is limited to compensation not exceeding the price stipulated for that particular Product (including VAT) and the return cost.
13.3. Our liability in respect of consumer for indirect damage or loss, which in any case includes – but is explicitly not limited to consequential damage, lost profit, lost savings, loss of data and damage due to business interruption, is excluded.
13.4. Aside from the cases referred to in the two previous provisions of this Article, We are not subject to any liability at all in respect of consumer for damages, irrespective of the ground on which the action for damages is based. The restrictions set out in this Article, will, however, cease to apply if and insofar as the damage or loss is the result of an intentional act or gross negligence on Our part.
13.5. We will only be liable to You on account of an attributable failure in the performance of an agreement if You issue a proper notice of default to Us without delay stipulating a reasonable period of time in which to remedy the failure, and We also continue to fail to perform Our obligations after that period. The notice of default must contain a description of the failure in as much detail as possible to enable Us to provide an adequate response.
13.6. Any event giving right to compensation is always subject to the condition that You report the damage or loss in writing to Us as soon as possible, but no later than within 30 days after the damage or loss has arisen.
13.7. In the event of force majeure We are not liable to pay compensation for any damage or loss You have incurred as a result.
Article 14. Retention of title for a Legal customer
14.1. This article only applies if You are a Legal customer.
14.2. As long as You have not made any full payment on the total amount agreed We will retain ownership of all the goods delivered (including possible debt collection costs and interest).
14.3. Before the transfer of ownership, You are not authorized to, other than corresponding to Your normal company and normal destination of the goods, sell, deliver or any other way of misappropriation. Furthermore, Your are not allowed to pawn the goods or to give any rights regarding the goods to third parties as long as the transfer of ownership has not been completed.
14.4. You are obliged to keep any goods that are delivered under reservation of ownership with care and recognizable as Our property.
14.5. We are entitled to withdraw any goods delivered under reservation of ownership and in Your possession, if You have neglected to pay the invoices or has been confronted with payment difficulties.
14.6. You shall give Us access to the goods at any time to inspect and/or to exercise Our rights.
Article 15. Risk of loss
15.1. All purchases of physical items made on Our Website are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to You upon Our delivery to the carrier.
Article 16. Understanding the terms of Consignment
16.1. By using Our a warehouse available for SMEs consigning their goods, You agree to follow and be bound by these General Terms and Conditions of Consignment and agree to comply with all applicable laws and regulations.
16.2. In the case of Consignment, You hereby grant to Us the non-exclusive right to take and sell the Consigned Goods during the applicable Consignment Agreement Period and according to the terms and conditions of this Agreement. You hereby grants Us a worldwide, non-exclusive license, with right of sublicense, to use, reproduce and display Your trademarks, service marks, trade names, business names, product names and logos for the purpose of marketing, promoting and selling the Consigned Goods either physically or online. You also grants the right of inclusion of Your Goods in Our digital marketplace and/or use of Our or Partners’ last mile logistics and You shall retain the full charge of their sales.
16.3. The title to and ownership of the Consigned Goods shall remain with You until a Sale occurs or title is transferred to Us in accordance with Section 18.3 and We shall have the duty to protect the Consigned Goods in Our possession, sold or returned to You.
16.4. The enterprise or Company, registered group or individuals, in order to be eligible, must fulfill conditions including but not limited to: (a) be a registered entity; (b) have an address/area of operation/production; (c) be compliant with the trust mark which is part of the registration; (d) be compliant with the basic quality standards as may be set out by Rwanda Standards Board (RSB); (e) Food products and others regulated by the standards bodies must have requisite certification and quality seals.
Article 17. Consigned Goods
17.1. From time to time, You shall submit to US all required information for each of the goods You request Us to consign and eventually sell on consignment (“Goods Submission”). We shall review the Goods Submission and determine in its sole discretion which goods, if any, We wish to receive on consignment from You under this Agreement (the “Consigned Goods”); provided however, that We shall have no obligation to select any goods of You for consignment. Upon selection of the Consigned Goods, if any, We shall execute a “Consignment Order”.
17.2. You are solely responsible for ensuring that Your activities and those of Your subcontractors, including but not limited to the production, labeling, packaging, certifications, handling and delivery of Consigned Goods, and the Consigned Goods themselves comply with all applicable Laws of all countries in which they are produced, manufactured, exported, delivered or sold, including all Laws relating to (a) facilities operation; (b) business and labor practices, including working conditions, wages, hours and minimum ages of workers; (c) marking, labeling and quality of goods; (d) required certifications; and (e) import and export of goods. No Consigned Goods have been or shall be produced or manufactured, in whole or in part, by child labor or by convict or forced labor or contain any sexually explicit, defamatory or obscene materials.
17.3. You shall deliver the Consigned Goods in accordance with the applicable Consignment Order and Our policies to the Consignment Location or another location agreed upon. You shall pay all costs incurred in connection with such shipment within Rwanda, either as an upfront payment or as a deduction from the Net Revenues due to You hereunder, as set forth in the Consignment Order. In case the shipment is outside Rwanda, We shall be responsible for clearing the customs, payment of all customs, duties and taxes related to shipping the Consigned Goods to the Consignment Location. It is Your obligation to provide Us with complete and accurate documentation on the Consigned Goods for the purposes of customs clearance. Risk of loss of or damage to the Consigned Goods shall pass to Us only when we take physical possession of the Consigned Goods. You retain all risk of loss or damage to the Consigned Goods until that time. We shall not be liable for any delay, damage or loss incurred during shipment pursuant to this Section 17.1.
17.4. We shall have the right to inspect all shipments, assist You in the registration process, creating a store, onboarding your Products, Packaging, and may reject any Consigned Goods that do not, for obvious and proven reasons, comply with applicable Laws or Our policies, meet Our reasonable quality standards or meet the Consigned Goods’ descriptions or specifications. If We rejects any Consigned Goods, We will directly return the shipment of the rejected Consigned Goods with a rejection notice specifying the reasons for that rejection. Such shipment will be on Your expenses. Notwithstanding the foregoing, Our acceptance of a shipment does not: (a) indicate that all Consigned Goods have been delivered free of loss or damage or that any loss or damage later discovered occurred after acceptance; (b) indicate that the shipment We received included the number of units of Consigned Goods set forth on the shipment documentation; or (c) waive, limit or reduce any of Our rights under this Agreement. Once Consigned Goods are accepted, You shall receive an automated receipt delivered by the Stock management system through mail or email.
17.5. You shall be responsible for preparing and filing all tax returns and paying for all taxes, commissions and other charges assessed and levied on the goods or products while in your possession.
17.6. You shall promptly provide to Us all information We request with respect to the Consigned Goods at any time and shall promptly update such information to ensure that it is at all times accurate and complete.
Article 18. Inventory Management
18.1. We shall store and manage the Consigned Goods You shipped. We shall store the Consigned Goods at the Consignment Location. We reserve the right to store the Consigned Goods at any other facilities or at a third party’s storage location, provided that We advise You of where the Consigned Goods are located and provided that We bears all costs associated with relocating the Consigned Goods to the other facilities.
18.2. We shall use commercially reasonable efforts to promote and sell the Consigned Goods during the Consignment Agreement Period. We shall market, promote and sell the Consigned Goods during the Consignment Period set forth in each Consignment Order.
18.3. We shall be responsible for and handle all customer service issues relating to the Consigned Goods during the applicable Consignment Agreement Period in its sole discretion and in accordance with Our current policies, including accepting and processing returns and providing refunds and pricing adjustments. All units of Consigned Goods that are returned during the Consignment Agreement Period and remain in sellable condition upon return shall be placed back into Our inventory of Consigned Goods. Consigned Goods returned after the end of the Consignment Agreement Period shall be treated as set forth in Section 19.3.
Article 19. Recall, Return and Disposal
19.1. We shall promptly notify You of any recalls or potential recalls of any Consigned Goods and provide the reason. We shall be solely responsible for all costs and expenses incurred, by Us or any of Our affiliate or customer in connection with any recall or potential recall (including the costs to return, store, repair, liquidate or return the recalled units to Us).
19.2. You shall have the right to request for the information about Your Consigned Goods and the right to inspect Our inventory of Consigned Goods at any time during Our normal business hours provided that We are informed 24hours before.
19.3. We may return unsold Consigned Goods to You at any time for the reasons set forth in this Agreement. All returned units should be shipped back to Your designated shipping address at Your expense. Upon delivery to the shipping point, Your shall assume all risks of loss or damage to such Consigned Goods and You shall have the unrestricted right to sell them to anyone.
19.4. After having notified You through either email or mail, We may destroy or otherwise dispose off all abandoned Goods in any manner of its sole discretion. Title to each Abandoned Good shall be transferred to Us at no cost as necessary for Us to dispose of it. We shall pay all proceeds, if any, received from the disposal of Abandoned Goods after deduction of disposal cost.
19.5. Upon the end of the Consignment Agreement Period, You may instruct Us to either: (i) donate any remaining unsold goods to a nonprofit organization of Your choice; (ii) send such unsold goods to Your designated third party; or (iii) return such unsold goods to You at Your cost. All expenses We incurred under paragraph (i), (ii) or (iii) shall be deducted from Net Revenues, or billed to You; provided however, if the Net Revenues due and outstanding are insufficient to cover such costs and We are unable to come to agreement on another means for You to pay such costs, the unsold goods shall be deemed “Abandoned Goods”.
Article 20. Pricing and Payment
20.1. Each Consignment Order shall include, for each Consigned Good, a “Retail Price”, a “Wholesale Price” and a “Production Cost Price”. We shall offer the Consigned Goods at the Retail Price; provided however, We may, subject to Section 18.2, in Our sole discretion and without notice to You, offer discounts on the Retail Price as a means to efficiently market and sell the Consigned Goods, so long as the price during the Consignment Period for the applicable Consigned Goods remains above the Wholesale Price. If any units of Consigned Goods remain unsold after the end of the Consignment period, subject to Section 18.2., We may liquidate such units at any price above the Production Cost Price, including via auction (whether online or offline), as We may determine after Your approval.
20.2. Whenever the sale has happened to the consigned goods, We shall pay You an amount equal to Net Revenues minus Our Commission of 5% every period of 30 days. Your payment of the Net Revenues due shall be paid via bank wire transfer, online payment, cheque, cash or mobile money and shall be accompanied by the report within the time referred to in Section 20.6.
20.3. We shall keep all proceeds from all Sales of Consigned Goods, including returned, damaged, or Abandoned Goods.
20.4. All prices shall be quoted in and all payments shall be made in Rwanda Francs, Euros, United States Dollars or relevant international currencies as the case may be.
20.5. We may set off any Net Revenues or other amounts otherwise due to You hereunder against any amounts You owe Us.
20.6. We shall deliver to You, a sales report detailing the Consigned Goods sold, the Net Revenues due to You and the number of units of unsold Consigned Goods, if any, remaining in Our possession on a monthly basis; (a) [fifteen (15) days minimum and thirty (30) maximum after the end of the Consignment Agreement Period; and (b) [thirty (30) days after the expiration or termination of this Agreement.
Article 21. Indemnification
21.1. You shall hold harmless and indemnify, to the fullest extent possible, Us, Our affiliates, employees, officers, directors, representatives and agents (the “Indemnities”) from and against all claims, liability, losses, damages, judgments, fines, settlements, awards, expenses and costs (including reasonable attorney fees and costs of investigation).
21.2. The indemnification set forth on 21.1 shall also be extended to liability arising from or related in any way to: (a) Your actual or alleged breach of this Agreement; (b) the Consigned Goods (including their offer, sale, performance, fulfillment and shipment), including any personal injury, death, or property damage related to the Consigned Goods; or (c) the collection, payment or failure to collect or pay any taxes that You owe Us in connection with this Agreement and the activities contemplated hereunder.
21.3. We hereby agrees to indemnify and hold You harmless from payment of any premiums, taxes, charges or contributions respecting Our employees, affiliates, officers, directors, representatives, agents and business (the “Indemnities”) which may be assessed against Us.
Article 22. Representations and Warranties
22.1. You and Us agree to execute and deliver such further documents and to cooperate as may be necessary to implement and give effect to the provisions contained herein.
22.2. We warrant that we shall, prior to using OR selling any of Your products hereunder, examine and inspect the Consigned Goods. We shall inspect all Consigned Goods promptly and shall be deemed to have accepted all Consigned Goods if We have not specifically rejected any portion thereof within 30 days of delivery. Any rejected portion of the Consigned Goods shall be segregated and clearly marked.
22.3. We warrant and represent that We have full power and authority to execute, deliver, and perform this agreement, document, or instrument executed and delivered pursuant or in connection to this agreement. Our execution, delivery, and performance of this agreement, document or instrument executed and delivered pursuant to this Agreement or in connection with this Agreement, have been duly authorized and approved by all necessary action, including all necessary corporate, board, and shareholder action.
22.4. We shall not co-mingle any of the Consigned Goods from any other Consignor. We shall segregate the Consigned Goods so that they are readily identifiable as belonging to You. We shall not represent to any third-party that We hold title to the Consigned Goods, and We shall place a clearly visible tag or other marker on the Consigned Goods which clearly identifies that the Consigned Goods belong to You. However We reserve the right to sell the goods either individually or in combination with other items received from You and other Consignors.
22.5. You warrant to Us that You are the true and beneficial owner of the Consigned Goods on the reverse or You are properly authorized to sell the Property as the true owner.
22.6. You hereby warrant and represent that the Consigned Goods are free and clear of any encumbrances, liens or, other restriction. Further warrant the Consigned Goods: (i) are not adulterated or misbranded within the meaning of the Rwanda Standards Board rules, (ii) are merchantable, (iii) conform in all material respects to identified specifications, and (iv) comply with all applicable Rwandan laws.
22.7. You warrant that You have full power and authority to execute, deliver, and perform this Agreement and any agreement, document, or instrument executed and delivered pursuant to this Agreement or in connection with this Agreement.
22.8. You warrant that (i) the execution or the delivery of this Agreement, (ii) the consummation of any and all of the transactions contemplated hereby, and (iii) compliance with or fulfillment of the terms, conditions, and provisions hereof will not violate or conflict with, or result in a breach of the terms, conditions, or provisions of, any material instrument, agreement, or other obligations to which You are party.
Article 23. Personal details
Article 24. Modification of Our Terms and Conditions
24.1. We reserve the right to make changes to Our Terms at any time. The review will adhere to the standards set forth by Safe.Shop meaning that all reviews (both positive as well as negative ones) will be shown in the same way and have been written by Consumers who have actually bought a product or service from our Website.
24.2. If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
Article 25. Final provisions
25.1. This Agreement will be governed by the laws of Republic of Rwanda. By using the Website and any of its Services or Application, You agree that the applicable national laws will govern these Terms and any dispute of any sort that might arise between You and Us.
25.2. Insofar as not dictated otherwise by mandatory law, any disputes ensuing from the Agreement will be submitted to the competent Rwandan court in the jurisdiction where We have Our registered office.
25.3. If any provision set out in these Terms should prove to be void, this will not affect the validity of these Terms as a whole. In that case, We will lay down one or more new provisions in replacement which will reflect the original provision as much as is possible under the law.
Article 26. Contact information
Questions about these Terms should be sent to Us by using Our contact form available at this link https://rwandamart.rw/contact-us/ and choosing the subject “Terms and conditions of sales and Consignment”.