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General Conditions of Sale
You confirm by visiting our website and/or selling on our website that you have read the general terms and conditions of sale listed below, that you have understood them and that you accept them.
Customer satisfaction as the common interest of both parties: By signing this contract, both parties agree that the satisfaction of the CUSTOMER is the ultimate interest that guides the commercial actions and behaviour of both parties.
Content
- Introduction
- Seller’s shops
- Product Lists and Registration
- The products
- Awards
- Ordering, packaging and delivery
- Value-added services
- Commissions and fees
- VAT and other taxes
- Fundraising and disbursement
- Violation of the seller’s general terms and conditions
- Insurance
- Confidentiality and data protection
- Miscellaneous
1. Introduction
1.1 MADON SARL (“MADON” or “we” or “us”) operates an electronic commerce platform (“Marketplace”) for the sale and purchase of various consumer products.
1.2. These general terms and conditions of sale apply to all sellers on our Marketplace together with our general terms and conditions of use of the Marketplace.
1.3. If you register and log on to our Marketplace as a seller :
1.3.1. you accept these Seller Terms and Conditions, the General Terms and Conditions, and the codes, policies and guidelines of MADON, as may be amended by MADON from time to time and which form an integral part of the terms and conditions under which you may use our Marketplace ;
1.3.2. you will be asked to expressly accept these Seller’s Terms and Conditions and the MADON Policies by clicking (“accept”), on our Marketplace, to confirm your acceptance (and that such electronic signature shall be deemed to be a valid original signature for the purposes hereof and for all purposes); and/or by physical signature, if required by the laws of the Territory.
1.4. You may not register on our Marketplace as a seller if you are an employee of MADON or a family member of an employee of MADON, unless MADON has approved such registration in accordance with its conflict of interest procedures.
2. Seller’s shops
2.1. If you register in our Marketplace as a seller, you will be able to create a shop in the Marketplace using the portal “Selling in MADON”.
2.2. Seller’s shops that are subject to a request for creation and submitted to us may be reviewed for approval, at MADON’s discretion, before they become operational.
2.3. You shall be solely responsible for your shop created on our Marketplace, your advertisements, your listings, your products and their description and you hereby agree that:
2.3.1. you will obtain all licences and authorisations required for the sale of your products in our Marketplace; and
2.3.2. to the extent required by applicable law, you must register with the relevant tax authorities and pay all relevant and necessary taxes in connection with your business and the sale of your products.
2.4. You understand and agree that you may only open one account for a legitimate business reason and this will be determined at MADON’s discretion.
2.5. You must manage your activities on our Marketplace:
2.5.1. with skill and care, and by cooperating and acting in good faith with MADON and Buyers;
2.5.2. in accordance with MADON’s policies and guidelines as published in our Marketplace, which form an integral part of the agreement between you and us;
2.5.3. in accordance with ethical business practices and industry best practice; and
2.5.4. in compliance with all applicable laws in force from time to time, including, without limitation (i) all laws, statutes, regulations and other enactments of the Territory; (ii) the United States Foreign Corrupt Practices Act; (iii) the Bribery Act; (iv) all other laws against bribery, money laundering and terrorism; and (v) any trade or export sanctions or restrictions imposed by the Territory, the United States, the United Kingdom, the European Union, and/or the United Nations.
2.6. Without prejudice to our other rights, we reserve the right to reject, not publish and/or remove from our Marketplace any of the Seller’s shops that violate these Seller Terms and Conditions, the Terms and Conditions or any code, policy and guideline of MADON.
3. Product listings and registration
3.1. You will be responsible for listing your products and describing them on our Marketplace, including detailed prices, information and descriptions, specifications and conforming images for each product.
3.2. You may not publish more than one list for each product.
3.3. You agree that you are solely responsible for all product listings on our Marketplace and you agree that all such listings shall:
3.3.1. be in good faith regarding products that must comply with the categories and rules set out in section 4 below;
3.3.2. comply with the content rules set out in the Terms of Use; and
3.3.3. include all information, specifications and guidelines that may be required under all applicable laws and regulations, including those relating to consumer protection.
3.4. Lists that are submitted for listing and publication in our Marketplace may be reviewed and approved individually, at MADON’s discretion, prior to their listing and publication in the Marketplace, and you acknowledge and agree that there may be a delay between the submission of the product page and the publication of the product page in the Marketplace due to the time required for MADON’s quality control operations.
3.5. Without prejudice to our other rights, we reserve the right to reject, not publish and/or remove any product listings and listings that violate these Seller Terms and Conditions, the Terms and Conditions of Use or any code, policy or guideline of MADON.
3.6. You acknowledge and agree that:
3.6.1. notwithstanding the fact that we may approve any listings and listings of Your Products, You will be fully responsible for them; and ;
3.6.2. we reserve the right to impose sanctions for violations of this Section 3, without prejudice to our other rights.
3.7. You must keep your product lists and descriptions up to date. In particular, you must deactivate any list concerning products that have ceased to be available.
4. The products
4.1. The only products that can be registered and listed in our Marketplace are products that fall within the product categories specified in our Marketplace.
4.2. You must not advertise, buy, sell or provide on our Marketplace any product that:
4.2.1. infringes any law or regulation, or infringes the intellectual property or other rights of any person, or gives rise to legal action against any person, in each case in any jurisdiction and under any applicable law;
4.2.2. consists of or contains any content or material which, if published on our Marketplace by you, would contravene the rules on Content set out in the Terms and Conditions of Use; or
4.2.3. is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit material; swords, firearms or other weapons; ammunition for any weapon; or items that are otherwise prohibited.
4.3. We have a zero tolerance approach to counterfeit products and any attempt to sell counterfeit products on our Marketplace, or any other breach of our “Anti-Counterfeiting Policy” may result in the penalties specified in the “Seller Penalty Policy” which include financial penalties, permanent prohibition from using our Marketplace, and potentially legal action.
4.4. As soon as possible after receipt of a written request from us, you must provide us with any information and documentation that we may reasonably request in order to verify the authenticity and conformity of your products and, where applicable, the necessary authorisations allowing you to sell them.
5. Prices
5.1. All prices of the Products are indicated in all taxes (including VAT and any other taxes applicable to the transaction) and in the currency of the Territory.
5.2. You will be solely responsible for setting the price of your Products on our Marketplace, which you may change from time to time, including for the purpose of benefiting from seasonal or other discounts.
6. Ordering, packaging and delivery
6.1. As soon as you receive a confirmation of sale from MADON, you undertake to:
6.1.1. process the order by packaging and labelling the product(s).
6.1.2. take precautions to ensure the safe delivery of the customer’s order(s)
7. Value-added services
7.1. You may subscribe for Value-Added Services that may be available from time to time, including but not limited to:
7.1.1. marketing and promotional services.
7.2. In order to subscribe for Value-Added Services, you will be asked to expressly agree to additional terms and conditions in respect thereof. All value added services are governed by such additional terms and conditions, as well as by these Seller’s General Terms and Conditions, the General Terms and Conditions of Use and the MADON codes, policies and guidelines referenced herein.
7.3. Our liability to you in respect of the Value-Added Services shall be subject to the limitations and exclusions of liability set out in the Terms and Conditions of Use.
8. Commissions and fees
8.1. We will charge you a commission for each sale made on our Marketplace and fees for all Marketplace-related and value-added services where applicable.
8.2. We reserve the right to charge you commissions and/or fees in the event that the sale is not concluded and finalised, in return for the costs of our services rendered.
8.3. We reserve the right to change commissions and/or fees from time to time by updating the Commissions and Fees page and by notifying you in advance by email of such changes. This will in no way affect any obligation to pay any commission that has accrued before the new rates are updated and posted or for services that have previously been paid for.
9. VAT and other taxes
9.1. All amounts shown on our Marketplace are quoted inclusive of all taxes (including VAT) and any other taxes applicable to the transaction. The seller acknowledges that:
9.1.1. commissions are calculated as a percentage of the sale price of the products (being the price set by the seller at the time of the order) VAT and other taxes included at the expense of the buyer;
9.1.2. commissions include VAT and all other related taxes.
9.2. In the event that a transaction consists of the importation of products to be delivered to the Buyer and that such a transaction may result in the recognition of a permanent establishment for the Seller, the Seller shall be responsible for complying with its tax obligations in the Territory where it has created a current or future tax link.
9.3. Upon receipt of a written request from us, you must provide us with any information and documentation that we may reasonably request in order to identify you and to make or facilitate our task with respect to complying with our legal obligations relating to the taxation of payments made to us or processed by us. We may be required to provide such information and/or documentation to the relevant governmental and tax authorities.
10. Collection and Payment of Funds
10.1. We collect payments made by purchasers for each product purchased on our Marketplace, and deduct from these payments our commissions and, where applicable, any fees, charges, taxes, penalties, refunds and any other amounts you owe us for any activity.
10.2. We will pay you the proceeds of the sale of the Products, after all deductions set out in Section 10.1 above, and we will remit any remaining funds to you in the currency of the Territory and using the payment method we will provide to you from time to time.
10.3. Proof of payment into your Designated Account will be conclusive evidence of payment and receipt of the funds due to you.
10.4. You are solely responsible for ensuring that the Account information and details that you upload to the Portal are constantly accurate and updated, and that the Account is secure. We will not be liable in any way for any loss or damage that You may suffer as a result of fraud or error in connection with Your Account.
10.5. We will provide You with a statement of Account, via the Online Shop, which will include details of all proceeds from the sale of Products, deductions and discounts where applicable.
10.6 We may delay or suspend Your payments in the event of an investigation into potential fraud or any breach of this Agreement.
10.7 In the event that the seller contests a transaction or account statement, he must report his claim to MADON within two (2) months of the date of the transaction concerned, failing which the claim will be deemed to have been abandoned.
11. Violation of the seller’s general terms and conditions
11.1. If we reasonably determine that you have breached these Seller’s terms and conditions, our terms and conditions of use or any codes, policies or guidelines of MADON, we may:
11.1.1. send you one or more formal warnings;
11.1.2. suspend, prohibit or block your access to our Marketplace such as
as provided for in the general terms and conditions of use;
11.1.3. take legal action against you, whether for breach of contract or otherwise.
11.2. The consequences of breach under section 11.1 above also apply if:
11.3.1. you fail to meet a minimum level of operational performance in order to provide buyers with a satisfactory shopping experience on the Marketplace; or
11.3.2. if you repeatedly receive negative assessments, marks or opinions.
12. Insurances
12.1. You should maintain a policy of insurance for liabilities under this Agreement.
13. Confidentiality and data protection
13.1. All information and documents relating to the conduct of business in accordance with these terms and conditions, including information relating to business methods, procedures, policies and sales information, are strictly confidential, unless they are already in the public domain. You shall not use MADON’s confidential information for any purpose other than to fulfill your obligations under this Agreement and you shall not disclose MADON’s confidential information without our prior written consent.
13.2. Under no circumstances shall the seller send advertising or promotional communications to buyers in our Marketplace without the prior written consent of MADON, and shall be directly liable to users of our Marketplace for any misuse or unauthorised use of their personal data.
14. Miscellaneous
14.1. These Seller’s terms and conditions shall be subject to the Terms and Conditions of Use (applicable to Sellers and Buyers) and shall be governed by and construed in accordance with the laws of the Territory.
14.2. These Seller Terms and Conditions and the Terms and Conditions of Use (applicable to Sellers and Buyers), MADON codes, policies and guidelines, together constitute the entire agreement between you and us with respect to your use of our Marketplace and supersede all prior agreements between you and us with respect to your use of our Marketplace.