PATRASYS Supplier AGREEMENT
THIS Supplier AGREEMENT ("The Agreement") is made BETWEEN
Patrasys Retailgate ("The Company") registered in England UK at 2nd Floor, Challenge House, 145 St Johns Street, Clerkenwell, London
EC1V 4PY, Company registration number 6256915, VAT Registration Number: 918754293 and all parties who agree to supply The
Company with goods and services and/or enter into a an agreement to use the Company's services. ("The Supplier"). This document acts
as a contract between ("The Supplier") and ("The Company") as set out below.
YOU HAVE THE RIGHT TO CANCEL THIS AGREEMENT AT ANYTIME BY GIVING US 14 DAYS NOTICE IN ADVANCE OF YOUR
CANCELLATION VIA EMAIL.
In consideration of the mutual premises and covenants contained in this Agreement The Supplier HEREBY AGREE AS FOLLOWS:
1. What we provide
1.1 This agreement applies to the service we agree to give you, which includes:
The Company is an Internet centre for products and services offered by contracted Suppliers and immediately resold to Buyers via the
Internet or over the phone. The Company purchases goods or services from Suppliers with the sole intention of immediately reselling
these products to buyers who buy these directly from our The Company's checkout page and are then returned to the Suppliers website
on completion of the sale. The Company will provide all our Buyers access to our Suppliers goods and services via our main website. The
Company will process all its online card transactions by using an SSL (Secure Sockets Layer) or any other processing methods provided
by its Merchant Services Platform provider. This will also include any other applications or services as described at the Company's website
1.2 The agreement also applies to any software or services you may choose to purchase from us to use with the service.
1.3 The service is available only to contracted vendors who sign up for our service.
2. Application of Conditions
The Supplier shall offer their products or services for sale through the Company website who shall then immediately resell these Goods
and services to prospective clients ("The Buyer") in accordance with any offer of the Supplier which is accepted by the Buyer, or any
order of the Buyer which is accepted by the Supplier through The Company's website, subject in either case to these Conditions, which
shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported
to be accepted, or any such order is made or purported to be made, by the Buyer.
3. Incoterms
In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of
Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is
defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is
any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
4. Basis of Sale
4.1
The Company offers immediate resell of the clients through its website through the use of Credit and Debit cards like VISA, Switch, Solo,
MasterCard and JCB. In entering into the Contract the Supplier acknowledges that it does not rely on, and waives any claim for beach of,
any such representations which are not so confirmed.
4.2
No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Company and the
Supplier. This includes any form of advance communication on the Company's website.
4.3
Sales literature, price lists and other documents issued by the Company in relation to its services offered are subject to alteration with a
30 day notice and do not constitute offers which are capable of acceptance. No contract for the sale of Goods shall be binding on the
Supplier unless the Company has accepted an order placed by the Buyer, by whichever is the earlier of:-
4.3.1
the clearance of funds;
4.3.2
delivery of the Goods; or
4.3.3
the authorisation of the transaction.
4.4
Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice
or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Company.
5. The Suppliers Orders and Specifications
5.1
No order submitted by the Buyer shall be deemed to be accepted by the Supplier unless and until confirmed as authorised for shipping in
writing by a representative of the Company. This will be via email, update of the order status via the Suppliers online account, fax or
phone.
5.2
The specification for the Goods shall be those set out in the Supplier's sales documentation unless varied expressly in the Buyer's order (if
accepted by the Supplier). The Goods will only be supplied in the minimum units (or multiples) stated in the Supplier's price list or in
multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly.
5.3
The Supplier on confirmation with the Buyer first, reserves the right to make any changes in the specification of the Goods which are
required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the
Buyer's specification, and which do not materially affect their quality or performance.
5.4
No order which has been accepted by the Supplier may be cancelled by the Buyer except with the agreement in writing of the Suppliers
Terms and Conditions including the refund policy and on terms that the Buyer shall indemnify the Supplier in full against all loss, including
transport costs or any other charges and expenses incurred by the Supplier as a result of cancellation.
6. Suppliers pricing obligations
6.1
The price of the Goods shall be the price listed in the Supplier's published price list current at the date of acceptance of the Buyer's order
or such other price as may be agreed in writing by the Supplier and the Buyer.
6.2
Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier's published price list the price quoted shall
be valid for such time as the Supplier may specify.
6.3
The Supplier on agreement with the Buyer first, may increase the price of the Goods to reflect any increase in the cost to the Supplier
which is due to any factor beyond the control of the Supplier (such as, without limitation, any foreign exchange fluctuation, currency
regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods) which is requested by the Buyer,
or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions.
6.4
The Buyer undertakes not to offer the goods for resale in any country (not being member states of the European Community or Efta)
notified by the Supplier to the Buyer at or before the time the Buyer's order is placed, or to sell the Goods to any person if the Buyer
knows or has reason to believe that that person intends to resell the Goods in any such country.
6.5
The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged
by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Supplier.
7. The Company's Terms of Payment
7.1
Subject to any special terms agreed in writing between the Company and the Supplier, the Company shall invoice the Supplier for the net
sum due the service on or at any time before or after the start of its service to the Supplier. In turn, the Company will pay all monies
owed to the Supplier on dates agreed between the Company and the Supplier. Weekly payments will be made to Suppliers with a high
turnover or few customer complaints on agreement between both parties.
7.2
Invoices are based on the agreed pricing structure by the Company to the Supplier as stated on uk.patrasys.com
7.3
The Supplier shall pay for the services provided by the Company on the payment date stated in the Contract or if no express provision for
the time of payment is contained in the Contract within 5 days after the date of invoice. The time of payment of the price shall be of the
essence of the Contract. Receipts for payment will be issued via the Suppliers control panel held on the Company's website.
7.4
All payments shall be made to the Supplier in the currency of the price stated in the Contract at uk.patrasys.com as indicated on the form
of acceptance or invoice issued by the Company without any deduction credit or set off whatsoever.
7.5
The Company is not obliged to accept orders from any Supplier who has not supplied references satisfactory to the Company; if at any
time the Company is not satisfied as to the credit worthiness of the Supplier it may give notice in writing to the Supplier that no further
credit will be allowed to the Supplier in which event the Supplier shall be required to pay cash payment and notwithstanding any payment
terms contained in the Contract all amounts owing to the Company shall be immediately payable.
7.6
The Company will confirm the receipt of goods shipped from the Supplier to the Buyer for the first months transactions before the funds
for these goods is authorised for payment. This confirmation can be via email or by telephone.
8. Suppliers delivery obligations to the Buyer
8.1
Delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms, where applicable, otherwise delivery
of the Goods shall be made by the Supplier tendering bills or other appropriate documents of lading or by delivering the Goods to the
place specified in the Buyers orders and/or the Supplier's acceptance as the location to which the Goods are to be delivered by the
Supplier or if no place of delivery is so specified by the Buyer collecting the Goods at the Supplier's premises at any time after the
Supplier has notified the Buyer that the Goods are ready for collection. Goods despatched by post will be delivered when the Goods are
accepted by the post office in the United Kingdom.
8.2
Unless otherwise agreed in writing by the Buyer and the Supplier shipment and insurance of all Goods ordered f.o.b. or f.a.s will be
arranged by the Supplier on behalf of the Buyer and all charges shall be paid by the Buyer.
8.3
The Supplier shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods but the Supplier
reserves the right to make part shipments and to ship by vessels of the Supplier's choice from any port in the United Kingdom or
elsewhere.
8.4
Where the Buyer is to provide a vessel for shipment the Supplier shall not be responsible for any charges resulting from failure by the
Buyer to give due notice of the vessel's time of arrival.
8.5
The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in
writing. The Goods may be delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the
Supplier delivers the Goods at any time after the Delivery Date the Supplier shall have no liability in respect of such late delivery.
8.6
Where delivery of the Goods is to be made by the Supplier in bulk measured by weight, the Supplier reserves the right to deliver up to
three per cent more or three per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered
shall be deemed to be the quantity ordered.
8.7
Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to
deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more
instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.8
If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions,
documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled
upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Clause
10.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay
to the Supplier all costs and expenses including storage and insurance charges arising from such failure.
8.9
The Supplier shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place.
Where Goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such
charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport
necessarily or at the Buyer's request or through any delay however caused shall be for the Buyer's account subject to the absolute
discretion of the Supplier. Port surcharges and other incidental charges are not included in the freight rate will be for the Buyer's account.
8.10
Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods shall be for the
Buyer's account and shall be reimbursed forthwith where necessarily paid by the Supplier.
8.11
The Supplier shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in
performing, or any failure to perform, any of the Supplier's obligations in relation to the Goods, if the delay or failure was due to any
cause beyond the Supplier's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as
causes beyond the Supplier's reasonable control:-
8.11.1
act of God, explosion, flood, tempest, fire or accident;
8.11.2
war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.11.3
acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local
authority;
8.11.4
Import or export regulations or embargoes;
8.11.5
strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the supplier or of a third party);
8.11.6
difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.11.7
power failure or breakdown in machinery.
9. Company requirements
9.1
In order for us to provide the service, you will need:
a website with full marketing, contact information and terms and conditions of trade. This should also include a clear refund policy and
what the Buyer should expect as a service from the Supplier;
9.1.0
A bank account in which we can pay monies owed to the Supplier after a sale
9.1.1
The Supplier will need to sign up, agree to our terms and conditions of trade and pay a setup fee as described at The Company's website,
and also agree to running their account in a fair and transparent manner;
9.1.2
The Company will need to successfully complete a test transaction with the Suppliers website, before we can initiate the service
9.1.3
We will include the charges for the service on your monthly transaction fees including the sign up fee.
9.2 Please note that due to the procedure taken to setup the Suppliers Account, the sign up fee is non refundable, however if for any
one reason we are unable to supply you with our service, we will refund all monies paid to back to the Supplier.
10. Ending the agreement
10.1
Once we have provided the service, you may end this agreement at any time by giving us 14 days' notice in writing (email). The 14 days
are required to give us time to close your accounts and pass on any payments to you or your company that you may have with us.
10.2
The Company may terminate this agreement if the Supplier is in breach of any of its obligations as described and hereunder these Terms
and Conditions without any notice, If the supplier is found to be misrepresenting their goods or services to the buyer, or is involved in any
form of fraud. The suppliers funds will be frozen and any subsequent investigation carried out by the company or its agents will be charged
against the supplier at a rate decided by the company.
10.3
if for any reason we are unable to provide the service as described, you may cancel this agreement. We will not charge you for the
service and we will refund any payment if any, that you have made to us.
11. Warranties and Liability
11.1
The Supplier expressly understands and agrees that The Company shall not be liable for any direct, indirect, incidental, special,
consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible
losses (even if The Company has been advised of the possibility of such damages), resulting from:
11.1.1
the use or the inability to use the service;
11.1.2
the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or
messages received or transactions entered into through or from the service;
11.1.3
unauthorized access to or alteration of your transmissions or data;
11.1.4
statements or conduct of any third party on the service; or
11.1.5
any other matter relating to the service.
11.2
Supplier agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Supplier has accepted the
service or any other product or service delivered by The Company. Buyer acknowledges and agrees that The Company has set its prices
and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same
reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause
consequential loss), and that the same form an essential basis of the bargain between the parties.
11.3
The Company shall be under no liability in respect of any defect arising from any wilful damage, negligence, subjection to abnormal
conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration of the Goods or services without
the Company's approval, or any other act or omission on the part of the Supplier, its employees or agents or any third party.
11.4
Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are
excluded to the fullest extent permitted by law.
11.7
Except a special agreement is reached between the Supplier and the Company, the Company shall not be liable to the Supplier by reason
of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express
terms of the Contract, for any direct or consequential loss or damage sustained by the Supplier (including, without limitation, loss of profit
or indirect loss), costs, expenses or other claims for consequential compensation.
12. Supplier's Default
12.1
If the Supplier fails to make any payment on the due date, then, without prejudice to any other right or remedy available the Supplier, the
Company shall be entitled to:-
12.1.1
cancel the agreement or suspend any further services to the Supplier;
12.1.2
appropriate any payment made by the Supplier to such of the services (or the services supplied under any other contract between the
Company and the Supplier) as the Company may think fit (notwithstanding any purported appropriation by the Supplier);
12.1.3
charge the Supplier interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Bank
Plc (or such other bankers as the Company may notify) base rate from time to time, until payment in full is made (a part of a month being
treated as a full month for the purpose of calculating interest); and
12.1.4
where the price is to be paid in a currency other than Sterling charge to the Supplier the reduction in the amount of pounds sterling
receivable by the Supplier on conversion of the proceeds by the Supplier's bankers as a result of variations in the rate of exchange
between the due date and the date of actual payment.
12.2
This Condition applies if:-
12.2.1
the Supplier fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
12.2.2
the Supplier becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the
Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation; or
12.2.3
an administrator takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or
12.2.4
the Supplier ceases, or threatens to cease, to carry on business; or
12.2.5
the Company reasonably apprehends that any of the events mentioned above is about to concur in relation to the Supplier and notifies the
Supplier accordingly.
12.3
If Condition 12.2 applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to
cancel the Contract or suspend any further services under the Contract without any liability to the Company, and if the services have been
delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement
to the contrary.
13. Confidentiality, Publications and Endorsements
13.1
The Company undertakes to the Supplier that:-
13.1.1
the Company will regard as confidential the Contract and all information obtained by the Company relating to the business and/or products
of the Supplier and will not use or disclose to any third party such information without the Supplier's prior written consent provided that
this undertaking shall not apply to information which is in the public domain;
13.1.2
the Company / Supplier will not use or authorise or permit any other person to use any name, trade mark, house mark, emblem or
symbol which the Company / Supplier is licensed to sue or which is owned by the Company / Supplier upon any premises, notepaper,
visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously
authorised in writing by the Supplier and (where appropriate) its licensor;
13.1.3
the Company or Supplier will use all reasonable endeavours to ensure compliance with this condition by its employees, servants and
agents. This Condition shall survive the termination of the Contract.
14. General
14.3
The Supplier may not assign the benefit of the Contract without the written consent of the Company.
14.4
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other
party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant
to this provision to the party giving the notice.
14.5
No waiver by the Supplier of any breach of the Contract by the Company shall be considered as a waiver of any subsequent breach of the
same or any other provision.
14.6
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the
other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
15. Your website
As part of the Company's service you may be able to set up your own website. If you do this, you are responsible for the material that
you or anyone else puts on your website. You must include your contact details (for example e-mail address) clearly on your website. Any
material on your website, or how it is used, must not be illegal. In particular, you must make sure that you have all licences and
permission (including those from owners of copyrights, performing rights and any other relevant intellectual property rights) you need.
Prohibited Products that we do not support / You cannot sell on our site are listed as follows:
* Any adult material / pornographic content. You are not allowed to associate your business with Patrasys if you sell these products
* Any firearms like guns including bullets, swords, tasers and much more
* Fireworks or Pyrotechnic Devices or Supplies
* Home made alcoholic Beverages
* Home made tobacco or counterfeit cigarrettes
* Drug Paraphernalia
* Live Animals
* Dating Sites, Find-a-Mate Sites, and Similar Sites
* Prescription Drugs, Controlled Substances, Unapproved Drugs, Unapproved Medical Devices unless you hold a Pharmacy checker id
* Hazardous Materials, Combustibles, Corrosives or any other dangerous chemicals
* Gambling Transactions or Sports Gambling Prognostication
* Payment Processors, or any aggregation type services
* Financial Services or Advice, Securities Trading, Insurance, Currency Exchange, Trading Signals, Etc...,
* Personal Information, "Leads," and Data Aggregation
* Replica and Name Brand "Knock Off" Products
* Travel Services, including Hotel, Airfare, Overnight Accommodations
* IRC Chat Hosting, Game Server Hosting, Shell Accounts including online games
* Credit Card Protection, Credit Repair Services, Applications for Financial Services or Loans, Collection Services
* "Money Making Schemes", e.g. Matrix, Multi-level Marketing, Any site with a Lottery, Raffle, or Contest, Secret Shopper Services.
* Satellite Signal Decoding Products, Cards and Card Programming
* Phone Chat Lines and Psychic Readings
* Prepaid Phone Cards
* Sites That Promote Hatred, Racism or Religious Persecution
* IT Certification Test Exams and Study Aids
* Degrees or Diplomas (Unless accredited by an association recognized by Government Education Body)
* Recalled Products
* Human Body Parts, Fluids, and Remains
16. Applicable Law and Jurisdiction
16.1
The Contract shall be governed by the laws of England and Wales. By clicking I agree, and by signing up for the Company'S services as
listed on our sign up page, The Supplier agrees to be legally bound by the Terms and Conditions of this Supplier Agreement and any
regulations issued by the Company henceforth.
16.2
The Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations. Convention shall not apply unless expressly
agreed between the parties in writing.