1      Identification

This Agreement is between isabiDeliver Logistics Integrated Services Limited (“VENDOR”) and any person/company (“COMPANY”) subscribing to the VENDOR storage and product fulfillment services.

The term of this Agreement shall commence on the effective date the COMPANY made payment for a hub space and shall continue in effect for one year and automatically renew for one year terms, unless and until the subscription is terminated, during any term. Notwithstanding, rates are subject to review on an annual basis and/or in the event of a change in the scope of services to be provided by VENDOR

2      Vendor Activities

  1. VENDOR will provide 90x40x43 CM Shelf Space or Pallet storage space (hereafter termed FACILITIES) these facilities shall be used exclusively for the storing and handling of the GOODS.
  2. VENDOR will provide product fulfillment services on behalf of COMPANY.
  3. VENDOR will warehouse and then ship sold products as requested by COMPANY.
  4. VENDOR will pick and package products on orders received.
  5. VENDOR will use appropriate packaging material (i.e. bubble mailers or boxes with void fill) at its discretion.
  6. VENDOR will include, at company request, a COMPANY branded packaging slip with all product orders.
  7. VENDOR will process, package, and ship all orders latest 1 business day of receiving order.
  8. VENDOR will process, package, and ship all orders same day for orders received latest 12noon
  9. VENDOR will process and package all orders for same day pickup for orders received latest 2pm
  10. VENDOR will process all orders Monday – Friday 8am – 4pm excluding holidays. If this time changes, the VENDOR will notify the COMPANY.
  11. VENDOR will provide COMPANY online inventory access to see all orders received and shipped.
  12. Unless otherwise notified, VENDOR will ship COMPANY products via isabiDeliver or any of its agents, partners or affiliates.
  13. VENDOR shall utilize isabiDeliver App and delivery confirmation services for every order that these services are available.
  14. VENDOR will not do or permit anything to be done to prejudice the market image of COMPANY.
  15. Confidentiality. VENDOR agrees to treat confidential any and all information provided by COMPANY and shall not disclose or permit to be disclosed any information to any person or entity except employees, agents, and contractors with a need to know in the normal course of their work, or in accordance with state and federal laws and regulations.
  16. VENDOR shall take steps necessary to ensure the confidentiality of said records and information.
  17. VENDOR agrees not to disclose the negotiated rates and/or the compensation payable to VENDOR pursuant to the terms of this Agreement.
  18. VENDOR shall be responsible for selecting the area within the FACILITIES for storing the goods and may, without notice, move the goods within the FACILITY but shall not, without prior notice to the OWNER, move the goods to another location.
  19. VENDOR shall act as an independent contractor under this Agreement. It shall perform its obligations under this Agreement using its own employees or agents. It shall decide on the manners and means of its obligations and shall direct, control, and supervise its employees. It shall comply with all payroll tax, withholding, social security, unemployment and related employer obligations.
  20. TITLE: VENDOR shall not permit any lien or other encumbrance, to be placed against the GOODS while they are in VENDORS’s possession. Title to the GOODS shall remain in COMPANY. On GOODS in VENDOR’s possession, it shall have a general warehouseman’s lien for any unpaid charges, which lien is released by delivering the GOODS and/or payment of the charges.

3      COMPANY Activities

  1. COMPANY will supply each product to VENDOR in bulk at the VENDOR address shown after sending a SHIP TO HUB request with any instructions concerning packaging and services, or any other requirements relating to these product.
  • Any items shipped to VENDOR must include a packing list indicating items in shipments along with quantities of each, unit cost and labelled with the storage ID.
  • COMPANY shall schedule delivery appointments (SHIP TO HUB) no less than one (1) days in advance. The COMPANY is the main consignee with VENDOR as the “in care of” party. COMPANY agrees to indemnify and hold VENDOR harmless from all unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature where VENDOR is designated as the Consignee.
  • COMPANY shall provide VENDOR with written instructions concerning the release, or other disposition of GOODS. This instruction shall be sent via our ORDER PROCESSING form on our hub portal. VENDOR shall not be liable for loss, error, charge backs and/or consequential in the event data is not transmitted via such written communications.
  • COMPANY can only send instructions concerning the release, or other disposition of GOODS for only GOODS Logged into COMPANY storage space.
  • If actual volumes for each SKU differ from forecasted volumes given by COMPANY, prices will be adjusted with proper written notice to the COMPANY.
  • COMPANY shall be responsible for any applicable taxes associated with VENDOR servicing the account, with the exception of employer related taxes referenced above.

4      Termination

This Agreement may be terminated upon five (5) days prior written notice by either party. If termination is cause, a statement shall be given to the breaching party specifying the nature of the material breach and requesting that it be corrected within fifteen (3) days from the written request for corrective action. If sufficient correction is not made, termination may be immediate.

5      Service and Fee

  1. VENDOR will bill COMPANY at the beginning of each week for prior week’s fulfillment fees. COMPANY will pay VENDOR upon receipt of invoice. Any disputes will be promptly resolved. In the event of late payment, VENDOR reserves the right to modify the billing terms and conditions.
  2. COMPANY will pay VENDOR order fulfillment fee plus shipping costs for single product orders shipped domestically. The above fee includes processing and packaging of order and any packing materials. VENDOR shall charge COMPANY no more than lowest prevailing shipping rates.
  3. COMPANY will pay VENDOR the designated fee per storage space per month as long as they have goods that is stored in VENDOR warehouse.
  4. VENDOR expects an advance deposit on projected monthly expenses at agreement acceptance. These include, but are not limited to: One month’s rent. Failure of COMPANY to make renewal payment early, the VENDOR will charge the COMPANY N250/night not paid.

6      Insurance

VENDOR will store all COMPANY products in a temperature controlled warehouse. VENDOR shall at all times hold sufficient insurance to restore at replacement value all COMPANY inventory currently held by VENDOR.

COMPANY and VENDOR acknowledge and agree that the risk of loss to Goods during transit shall be borne by VENDOR once the VENDOR’s vehicle leaves the COMPANY’s hub. The driver shall have the right to inspect each shipment for damage prior to leaving the loading dock, and shall have the right to refuse damaged Goods tendered for delivery. In addition, VENDOR’s Carrier’s driver shall note and bring to the attention of the appropriate loading dock personnel at the location any damage detected prior to leaving the loading dock where it is receiving goods on behalf of COMPANY. In the event that damage occurs to Goods prior to delivery at the ultimate destination, the driver shall note such damage on the bill of lading and further shall so advise the party receiving the shipment, through delivery of a copy of the bill of lading setting forth a description of damaged goods.

With respect to returnable Goods, VENDOR shall bear the risk of loss once the VENDOR’s vehicle leaves the loading dock of a location where Goods are tendered to it on behalf of COMPANY, until such time as the Goods reach the ultimate destination as designated on the bill of lading.

VENDOR shall be liable to COMPANY for any loss or injury to Goods caused by the negligence or omissions or failure to act of VENDOR.

VENDOR’s liability under this Agreement shall be limited to N50,000. In no event will VENDOR be liable for special, incidental or consequential damages regardless of its knowledge of the potential for such. VENDOR shall not be liable for any loss or damage to the extent such is due to a force majeure event, or an act or default of COMPANY.

7      Sales Consultant

  • COMPANY shall be able to book one 30mins sessions with any of our sales consultants.
  • The goal of our sales consultants is to advice COMPANY on ways to increase sales.
  • COMPANY shall be responsible for transportation where sales consultant will need to physically represent or market the COMPANY.
  • COMPANY shall negotiate commission on sales directly with sales consultant.
  • COMPANY is not permitted to send their GOODs directly to sales consultant. If COMPANY needs to provide sales consultant with their GOODs, this most be done through VENDOR order processing form. VENDOR will not be liable to loss caused by COMPANY not following VENDOR terms.
  • All Payments should should be made to VENDOR account, at no time should payment be made to sales consultant. VENDOR is responsible for disbursing payment to sales consultant after each completed deal.

8      Miscellaneous

The parties duly acknowledge that this Agreement contains all of the understandings between them. There have been no promises or warranties given or received, except as mentioned in the Agreement. Each of the parties herein mentioned is fully capable and ready to fulfill its commitments under this Agreement.  Both parties hereby agree to indemnify, defend and hold each other harmless from loss, damage or expense arising out of their material breach.

This Agreement shall be governed by Nigerian law. An authorized signature on this page indicates its acceptance and authorizes isabiDeliver to provide services described herein in accordance with this scope of work and cost.

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