Seller Terms and Conditions

We are delighted to work with you. Adhering to the below practices will ensure an effective, smooth and growing collaboration with Qogita. All Sellers using the Qogita Platform agree to comply with the general terms and conditions as set out below.

General

Qogita's House Rules

The following terms and conditions apply to Seller interactions on Qogita's platform. By interacting with the platform Sellers agree to be bound by these terms and conditions and all applicable laws and regulations. If you do not agree with any or all of these terms, you are prohibited from using or accessing the platform. The applicability of any general terms and conditions of the Seller is expressly excluded. The materials contained in this website are protected by applicable copyright and trademark laws. Qogita reserves the right to amend and update any of its terms and conditions without prior notice.

Interpretation and Identity

Qogita interprets the terms and conditions as follows:

All orders accepted by Qogita EU BV, Qogita UK Ltd, Qogita USA Inc., and/or Qogita Finance B.V. (hereinafter together referred to as "Qogita") and all quotations accepted by the Seller are subject to the following terms and conditions, which shall prevail over any other terms or conditions, unless otherwise expressly agreed to in writing by Qogita.

Qogita reserves the right to alter these terms and conditions at any time at its own will.

Qogita's summary company details:

Registered Address

Qogita EU BV: Weesperstraat 61 , Amsterdam 1018 VN, The Netherlands

Qogita UK Ltd: 1 Poultry, London EC2R 8EJ, United Kingdom

Qogita USA Inc: 485 Madison Avenue, New York City 10022, United States

Registration Chamber of Commerce:

Qogita EU BV: 74714643

Qogita UK Ltd: 13207678

Qogita USA Inc.: 6881723

Tax Details

NL VAT Number: NL860001982B01

NL EORI Number: NL860001982

UK VAT Number: GB378624947

UK EORI Number: GB378624947000

US EIN: 38-4230741

Bank Details

EUR Bank Details

IBAN: BE75967031659651

BIC: TRWIBEB1XXX

USD Bank Details

Routing number: 084009519

Account number: 9600000000067511

GBP Bank Details

Sort code: 23-14-70

Account number: 74579631

Conclusion of the agreement

Agreements between the Seller and Qogita shall not come into effect until the Buyer has expressly placed an order for the goods ordered by Buyer on Qogita’s Portal through the services and platform of Qogita and Qogita has selected the Seller as supplier for the goods ordered by the Buyer.

If - after being selected by Qogita - the Seller does not complete the fulfillment process as described in these terms and conditions (i.e. complete the delivery process), the order is considered rejected and Qogita is entitled to select another supplier to supply the goods ordered by the Buyer, without the Seller being entitled to any form of compensation or damages.

Stock

The Seller agrees, undertakes and warrants:

• To deliver goods in new or as-new condition, unopened, unused, and ready for retail.
• To deliver the exact GTIN ordered.
• That branded goods must be authentic.
• That goods with an expiry date, including but not limited to, food and beauty goods, are not expired and conform to the following clauses:
  • For products with an expiry date of twelve months or more from the point of manufacture, at the moment the sale of the goods is concluded through the platform of Qogita, the expiry date of such products should be equal to at least six months.
  • For products with an expiry date of fewer than twelve months from the point of manufacture, at the moment the sale of the goods is concluded through the platform of Qogita, the expiry date of such products should be equal to at least three months.
  • For products with an expiry date of three months or fewer from the point of manufacture, at the moment the sale of the goods is concluded through the platform of Qogita, the goods must ultimately have been manufactured within the thirty days prior to the moment of sale.
• That the products typically sold with cellophane, e.g perfume and premium branded goods are provided with cellophane.
• That the products supplied by the Seller are not decoded, are nottesters and are manufactured within three years prior to the date of sale through the platform of Qogita.
• That the Seller has checked and confirmed in which jurisdictions the goods the Seller may legally be sold, i.e. in the EU and/or UK and/or USA and/or other. Upon first request of Qogita, the Seller shall provide sufficient written evidence supporting such confirmation that the Products may legally be sold in the relevant shipping destination.
• To update stock lists regularly, but in any event at least once a week.
• To provide stock lists with EANs/GTINs, price, inventory and selling units in a consistent format satisfactory to Qogita.

It is the Seller’s responsibility to select a “Sell To” geographic preference on Qogita’s Seller Portal, and to ensure it is up to date.

By indicating a “Sell To” geographic preference on Qogita’s Seller Portal, Seller confirms and warrants that all goods provided can be freely traded in the geographies selected, in compliance with all relevant laws and regulations.

If the goods are found to be not suitable for that geographies selected by Seller through Qogita's Seller Portal, Seller will immediately refund Qogita for the amounts paid by Qogita to Seller and arrange to collect the goods at the Seller's risk and accounts.

Fulfillment

The Seller agrees to:

• Fulfill orders and provide all required information (invoice, if required (see hereunder), tracking information, packing lists, etc.) to Qogita using Qogita’s Seller Portal.
• Submit the tracking information and packing lists to Qogita within 3 days of accepting an order.
• Decline orders to Qogita within 24 hours of notification by Qogita if it cannot be fulfilled..
• Ensure tracking information and proof of delivery is up to date.

The Seller must provide Qogita, free of charge, with all information required by the Seller to properly carry out its services, on time and in full, and in the manner desired by Qogita. Qogita cannot be obliged to commence performance of its services until it has received all necessary information from the Seller. The Seller is obliged to inform Qogita immediately in writing of facts and circumstances that may be of relevance in connection with the performance of the services of Qogita.

The Seller guarantees the correctness, completeness and reliability of the data and documents made available to Qogita, also if these are from third parties, and declares to have lawful access to them.

The Seller indemnifies Qogita for all damages and costs, including loss of turnover and profit as a result of non-performance, late performance or incomplete performance of the services as a result of or in connection with non-compliance with the provisions in this Article.

Proof of delivery: retain and maintain a record of all transactions sold through Qogita, including all relevant documentations for a minimum of 10 years. The Seller acknowledges that for VAT / tax purposes, these documents may be required in the future as evidence of transactions conducted by Qogita. Seller therefore agrees to provide all records detailing the proof of delivery of the related orders promptly upon request by Qogita.

Order Expiry: Orders will expire after 3 business days from being notified unless the fulfillment process has been completed (i.e., Seller uploads the Track and Trace code and triggers the payment). Any order placed on Qogita’s Seller Portal that Seller is not able to fulfill on time will expire and will be removed from Qogita's Seller Portal. If an order has expired, the expiration is final and cannot be reversed.

Shipping

The Seller is under the obligation to:

• If Shipping is done by the Seller itself: provide Qogita with a detailed specification of any shipping costs charged by the Seller with respect to the shipping of the goods.
• Ship orders within 3 business days after accepting the order.
• Pack and ship each order separately (never combine different orders).
• Adhere to the packaging guidelines specified by Qogita.
• Ship goods directly to the shipping addresses mentioned on Qogita’s Seller Portal.
• Be able to independently ship to at least 1 of the following regions: the UK or the EU. It is the Seller’s responsibility to select the “Ship To” geographic preference on Qogita’s Seller Portal, and to ensure it is up to date. By indicating your “Ship To” geographic preference on Qogita’s Seller Portal, you confirm that all you are able to independently ship goods directly to these geographies selected.
• The Seller will only receive orders with shipping addresses in countries which match the “Ship To” geographies selected.

All deliveries shall be made Ex Works (in accordance with the most recent ICC Incoterms) at the point of destination of the Seller’s warehouse. The Seller shall ensure that all products shall be packed for shipment and storage in accordance with – at a minimum - the packaging guidelines of Qogita.

The Seller shall promptly inform Qogita if any circumstances occur that may reasonably prevent it to deliver the Products on the projected delivery date, including a Force Majeure Event as defined below. If the anticipated delay exceeds a period of five (5) calendar days, Qogita shall be entitled to cancel the agreement without being due any compensation to the Seller.

The Seller shall, at its sole cost and expense, be responsible for obtaining all licenses and permits and for satisfying all formalities as may be required to import and distribute the Products into the projected sales territory in accordance with all applicable laws. In the event that applicable laws in the sales territory or any future or pending regulatory requirements specific to the sales territory in respect of the Products require any of them to be registered with, notified to, or approved by, one or more governmental agencies, the Seller shall be responsible, at its own cost, for any such registration, notification or approval.

If under applicable laws in the sales territory it is required to add specific information with respect to any labeling on any Product in addition to that of the original Product labeling the Seller shall be responsible for creating such country-specific labeling and undertaking all associated processes to apply such labeling and proper placement on such Product ("country-specific labeling"). Any such country-specific labeling shall not in any way occlude any existing labeling on the Product. The Seller shall maintain records evidence that its country-specific labeling meets the requirements of the applicable laws in relation to same in the sale territory.

Self-billing Invoices and Payments

After you provide the tracking details and packing list for the order on Qogita’s Seller Portal, Qogita will issue a self-billing invoice on your behalf, pay you based on the self-billing invoice information and provide a transfer receipt of the payment.

A copy of the self-billing invoice will be stored on your dashboard on Qogita’s Seller Portal for you to view, print and or download.

A self-billing invoice will be issued for each order.

The self-billing invoice will include the shipping costs, if any. Qogita cannot and will not process or pay shipping costs to the Seller that are provided in a different invoice. Qogita may, at its sole discretion, determine if the amount of shipping costs charged by the Seller is reasonable. In case Qogita determines that the amount of shipping costs charged by the Seller is unreasonable, Qogita is only obliged to pay, and the Seller is only entitled to receive such part of the shipping costs as determined reasonable by Qogita.

No adjustments to the self-billing invoice are possible.

Qogita will issue a self-billing invoice on your behalf that will include all your identification data, the delivered goods, shipping costs, VAT amount and the total amount payable for each order. The billing address of the relevant Qogita entity and the shipping address and details of the Buyer will also be included on each invoice. A copy of the invoice will be stored on your dashboard on Qogita’s Seller Portal.

This self-billing invoice will represent your final invoice, and there is no need for you to issue a separate invoice for this transaction and no need to email us any other invoice.

By triggering payment to yourself on Qogita’s Seller Portal, you confirm the following; [1]. The correctness of all data on the self-billing invoice [2] and All the goods included on the invoice have been packed and shipped.

Any excess payment should be immediately refunded to Qogita. Delaying any refund will hinder following orders.

In case of any outstanding payments from Seller to Qogita that have not been repaid within 7 business days after the payment request has been issued by Qogita to the Seller, the Seller shall pay an additional late payment fee on the entire remaining unpaid balance for every day the payment is delayed. Qogita may also engage assistance from (i) debt collectors, (ii) lawyers or (iii) any other professional adviser to collect any outstanding payments, and claim any additional costs in that regard from the Seller. Such additional costs will be added to the outstanding and unpaid balance to be repaid by the Seller, provided that the fees payable by the Seller shall not exceed 30% of the remaining balance.

The Seller authorises Qogita to take all such steps as are deemed necessary to independently verify all information provided by the Seller and check the Seller’s creditworthiness. The Seller understands that these checks may include contacting Credit Reference Agencies (CRAs), fraud and money laundering preventing agencies and the electoral register and providing them with information (such as payment behaviour data) about the Seller. Qogita may also conduct periodic searches and establish ongoing monitoring at CRAs to manage the Seller’s account.

Payment of an invoice by Qogita does not release the Seller from any of its obligations under the agreement, including but not limited to any warranties given by the Seller or any liability of the Seller arising from the agreement or the legal relationship between the Parties.

Qogita has the right to reduce any amount payable to the Seller due to any counterclaim, set-off, adjustment or other right which Qogita might have against the Seller, any affiliates or otherwise.

Warranty

The Seller warrants that it shall comply with all laws and regulations that are relevant to its contractual obligations, including without limitation, the distribution, sale, handling, transport, storage, packaging, labeling and delivery to Buyers of each product, as well as any laws and regulations relating to health, safety and environment. The Seller indemnifies Qogita against potential claims, costs, losses and fines raised in this connection.

The Seller warrants that the Products shall meet the specifications as described in the corresponding product data sheets supplied to Qogita and the Buyer. The Seller shall replace or supplement any Product that does not conform to such specifications at its own expense. If a replacement is not possible, the Seller shall reimburse any sums paid by Qogita for such Product. The Seller shall indemnify and hold Qogita harmless for any other costs associated with the replacement, repair or reimbursement.

Qogita warrants that the platform meets the requirements set out in the agreement, all in conformity with good practice standards in the relevant industry and using at least reasonable efforts by Qogita. Qogita warrants to exercise the degree of skill and care that might reasonably be expected of a reputable, competent and reasonably experienced party engaged in such activities. Qogita does not warrant uninterrupted availability of the platform. Except as expressly set out in these Seller’s Terms and/or the agreement, Qogita makes no warranty, express or implied, of any kind, including but not limited to any warranty as to merchantability or fitness for a particular purpose, a warranty against infringement of intellectual property rights of a third party, whether express or implied by statute (conformity), course of dealing, course of execution, trade usage or otherwise. The Seller confirms that, upon entering into the agreement, it has not relied on any warranty by Qogita other than the warranty expressly set out in the agreement and/or these Seller’s Terms and the Seller has taken the absence of any warranties into account when entering into the Agreement.

Complaints and Claims

Qogita shall agree with the Buyer on a reclamation period with respect to the Products delivered. If - in Qogita’s opinion after review of the complaint and corresponding evidence provided by the Buyer - the complaint of the Buyer is justified, the Seller is obliged to deliver what is missing or to repair or replace the defective Products or to fully reimburse Qogita for the affected Products.

Indemnity

The Seller indemnifies and holds harmless Qogita against any and all costs, losses, damages and claims brought against Qogita by third parties including Buyers arising out of or in any way connected with the Seller’s performance of its obligations under the agreement and the distribution and sale of products to Buyers. This includes (but not limited to) (i) claims arising from or related to the Seller’s performance under this agreement, (ii) claims arising from acts or omissions by the Seller, its agents, employees or contractors, (iii) claims relating to the Seller, its agents, employees or contractors, for breach of contract or unlawful acts committed towards third parties (including, in particular towards the shipping company engaged by Qogita for the transport of the Products) and (iv) claims arising from product liability. The Seller will fully reimburse Qogita for all costs incurred in this regard, including any legal fees suffered.

Intellectual Property

The Seller shall not, and shall not permit any third party to, market, sell, distribute or otherwise use for any purpose, (a) any products which are damaged or defective, (b) any counterfeit products that have not been brought onto the market with Qogita’s consent, (c) any products, product packaging or advertising materials that are in any way misleading or (d) any other products or product packaging or advertising materials that may adversely affect the reputation or goodwill of Qogita.

The Seller shall defend, indemnify and hold Qogita harmless against any and all fines, losses, damages, costs and expenses incurred by or assessed against Qogita which arise out of a claim or proceeding brought by a third party alleging that the manufacture, sale, importation, use or disposition by the Seller, Qogita or by any of its Buyers of a Product or any part thereof, directly or indirectly infringes patents, copyrights, trademarks or trade secrets, IPR or any other right of such third party.

Force Majeure

Qogita shall not be liable or responsible to the Seller, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, if such failure or delay is caused by or results from acts or circumstances unforeseeable and beyond Qogita’s control, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) requirements of law; (e) action by any governmental authority (whether or not having the effect of law) (e) sickness, illness, pandemic or other medical emergency (each, a "Force Majeure Event"). The performance of the obligation concerned shall be suspended for the duration of the Force Majeure Event. Qogita shall be entitled to terminate the Agreement with immediate effect by written notice to Seller, immediately if the context of the non-performance reasonably justifies immediate termination, and in any event if the circumstance constituting a Force Majeure Event endures for more than thirty (30) days and, upon such notice the Seller shall not be entitled to any form of compensation in relation to the termination. Force Majeure on the part of Qogita shall in any event include: (i) shortage of personnel or production materials (ii) strikes, labor stoppages or slowdowns or other industrial disturbances, (iii) shortages of or delays in receiving raw materials or of adequate power or transportation facilities (iv) not officially declared epidemic or pandemic, (v) breach of contract by third parties contracted by Qogita, (vi) financial problems of Qogita, (vii) the inability of Qogita to secure the necessary licenses, administrative permits or authorizations (viii) cybercrime and government measures in the broadest sense relating to the provision of the services and/or the platform.

Governing Law

The agreement, these general terms and conditions, and any non-contractual obligations in connection with it are governed exclusively by Dutch law, excluding the Vienna Convention for the International Sale of Goods.

Disputes

The Amsterdam District Court has exclusive jurisdiction to settle all disputes in connection with the relation between Qogita and the Seller and these general terms and conditions, including disputes concerning its existence, validity, and any non-contractual obligations. Any disputes will be resolved following proceedings in English before the Chamber for International Commercial Matters ("NCC”) of the Amsterdam District Court, to the exclusion of the jurisdiction of any other courts. An action for interim measures, including protective measures, available under Dutch law may be brought in the NCC in Summary Proceedings ("CSP”) in English. Any appeals against NCC or CSP judgments will be submitted to the Amsterdam Court of Appeals Chamber for International Commercial Matters.

Other

Language:

Text printed on the products must be in English or a Western European language only.