Supplier Terms & Conditions

This Supplier Agreement ("Agreement") is entered into as of [Date], by and between:

Reef Commerce and Technology Ltd, with its principal place of business located at [Address] ("Platform Operator" or "we/us"), and
Any supplier who has registered to put their products on the Platform ("Supplier").

Collectively, the Platform Operator and Supplier shall be referred to as the "Parties."

1. DEFINITIONS AND SCOPE OF SERVICES

1.1 Platform: Technology operated by the Platform Owner, created to be used as a corporate buyer portal customised to meet specific corporate requirements. Suppliers list products and services, and corporate buyers make purchases through the Platform.

1.2 Supplier's Role: The Supplier agrees to offer products and/or services through the Platform to THEGOODHUB.IO clients and to comply with the terms and conditions of this Agreement and the Platform's Terms of Service.

1.3 Platform Operator's Role: The Platform Operator will facilitate marketing of the Supplier’s products and services to its clients, managing orders and payments with clients and issuing statements and payments to Suppliers for items ordered.

2. PAYMENT COLLECTION AND PRICING

2.1 Payment Processing: The Platform Operator shall issue payments to Supplier for all products or services sold, dispatched and delivered through the Platform. Payments will be issued on a monthly basis, accompanied by a detailed statement, unless otherwise agreed.

2.2 Pricing: Unless otherwise agreed, Supplier will supply items to Platform Operator on a wholesale pricing basis. Supplier agrees that the wholesale pricing will apply based on wholesale pricing terms on a rolling 30 day basis. For example, any minimum spend terms would take account of spend over 30 days. If Platform Operator does not meet the whole pricing terms within 30 days, alternative pricing will be mutually agreed between Supplier and Platform Operator. Any contractual deductions due to Platform Operator will be deducted from the payments due to the Supplier. The Supplier may charge the Platform Operator an additional fee to cover shipping the order to the recipient. This is to be the lowest price tracked delivery available from a reputable carrier, to be agreed prior to the first order being fulfilled.

2.3 Payment Transfer: The Platform Operator will transfer the amount due to the Supplier on a monthly basis.

3. TERMS OF SERVICE AND SUPPLIER RESPONSIBILITIES

3.1 Acceptance of Terms: By using the Platform, the Supplier agrees to comply with the terms of this Agreement and the Platform’s Terms of Service ("ToS"), which are incorporated herein by reference. Use can be defined as allowing item details to be added to the platform, updating item information, order management or updating profile or contact information.

3.2 Supplier Obligations:

The Supplier is responsible for listing accurate, complete, and up-to-date information about the products or services being offered on the Platform.
By allowing their item(s) to be listed on the Platform, Supplier agrees they are legally entitled to sell the item(s) and that the descriptions are accurate and not misleading. Items legally requiring ingredients to be listed must include accurate and up to date ingredient information.
It is the Supplier’s responsibility to ensure the sale and distribution of items is not in breach of any applicable laws and that no regulatory restrictions or duties apply to those items. The Platform Owner shall not be responsible for verifying Suppliers’ right to list and sell items, or whether the sale of items is prohibited or deemed illegal. The Platform Owner reserves the right to remove items from the Platform without prior notice if any of these terms fall into question by the Platform Owner or if items become illegal or controversial in any way.
The Supplier agrees to fulfill all orders promptly and in accordance with the agreed-upon specifications.
The Supplier agrees to provide high quality support related to their orders on the Platform, including support to the Platform Owner and ensuring orders are fulfilled successfully. Supplier agrees not to contactPlatform Owner clients (order recipients) unless specifically agreed with Platform Owner.

3.3 Buyer Obligations: Corporate buyers are responsible for making payments and complying with the Platform’s ToS.

4. RETURNS, REFUNDS, AND DISPUTE RESOLUTION

4.1 Return Conditions:

Defective or Damaged Products: If a product is defective or damaged upon delivery, the Supplier will bear the cost of return and provide a full refund to the Platform Owner.
Incorrect Orders: If the wrong product is shipped, the Supplier will bear the cost of return shipping and will send the correct product at no additional charge to the Platform Owner.
Buyer’s Change of Mind: If the client decides to return a product for reasons other than defect, incorrect orders, or damage, the return and shipping costs may be the responsibility of the Platform Owner, unless otherwise agreed.

4.2 Return Process: The client must request return authorisation through the Platform within 14 days of receiving the product. The Supplier agrees to promptly respond to such requests and follow the Platform’s process for returns.

4.3 Refund Process: Upon receiving a returned product, the Supplier must agree to a full refund to the Platform Owner The Platform Operator will facilitate the refund processing and any refunds shall be deducted from the monthly payment due.

4.4 Indemnification for Returns: The Supplier agrees to indemnify and hold harmless the Platform Operator from any disputes arising from returns, including but not limited to claims for defective products, delivery errors, or non-compliance with applicable consumer protection laws.

4.5 Returns Dispute: If a dispute arises between the Supplier and a client regarding returns or refunds, the Platform Operator will provide a mediation service to help resolve the matter. The final decision on any dispute will be made in accordance with the Platform’s ToS.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1 Limitation of Liability: The Platform Operator shall not be liable for any direct, indirect, incidental, or consequential damages arising from transactions made via the Platform, including but not limited to product defects, delays in shipment, or disputes between the Supplier and the client.

5.2 Indemnification: The Supplier agrees to indemnify, defend, and hold harmless the Platform Operator from any and all claims, damages, liabilities, costs, and expenses arising out of:

Any breach by the Supplier of this Agreement or the ToS;
The Supplier’s failure to comply with applicable laws and regulations;
Any claims arising from the quality, condition, or legality of the products or services sold through the Platform.

6. TERM AND TERMINATION

6.1 Term: This Agreement will commence on the Effective Date and continue until terminated by removal of all Supplier listings from the Platform by either Party in accordance with the terms outlined in this Agreement.

7. FORCE MAJEURE

7.1 Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement caused by an event beyond its reasonable control, including but not limited to natural disasters, labor strikes, or acts of government. The affected Party shall notify the other Party as soon as reasonably possible.

8. COMPLIANCE WITH LAWS AND REGULATIONS

8.1 Compliance: The Supplier agrees to comply with all applicable laws, regulations, and industry standards regarding the sale of products or services through the Platform, including but not limited to consumer protection laws, product safety standards, and data privacy laws.

9. AMENDMENTS AND WAIVERS

9.1 Amendments: The Platform Owner may amend this Agreement from time to time as deemed necessary by giving the Supplier 30 days notice, by email.

10. DISPUTE RESOLUTION

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of United Kingdom

10.2 Arbitration: Any dispute arising under this Agreement shall be resolved through arbitration in London, in accordance with the rules of England.