Welcome to Maruchi Cart - Africa’s B2B procurement marketplace
Terms and Conditions of Sale (effective from August 2022)
Please read these Conditions carefully before ordering any Goods from Maruchicart. You agree to be bound by these Conditions as an end-user consumer, business, and reseller, when you order goods on any of our platforms including sub-platforms for branding, quoting, project management and other value-added services, and through our direct agents and account managers.
1. DEFINITIONS
The following definitions apply to these Conditions:
“Business” means an entity or any customer other than a Consumer;
“Consumer” means you are purchasing as an individual end-user and not on behalf of a business, acting for purposes wholly or mainly outside your trade, business, craft or profession;
"Conditions" these terms and conditions,
“Goods" means the products or services being sold on Maruchicart as confirmed in the Order.
"Order" means your Order for the Goods and specific terms of supply
“Site” means www.maruchicart.com
"Maruchicart" or “our” or “us “or “we” means Maruchicart E-commerce Services Limited, trading as Maruchicart in Lagos Nigeria; and
“you” means the person, company, organisation or other entity entering into the Order for the
Goods.
All w ritten / writing references include email and headings do not affect the interpretation of these Conditions.
2. PREMISE OF SALE
These Conditions APPLY to any Order for Goods placed by you and to the contract between Maruchicart for the sale and supply of such Goods to you as an end-user or a reseller or a business buyer.
3 . FORMATION OF ORDER AND ACCEPTANCE
You may place an Order:
3.2 After you place the Order, you should receive an email from us acknowledging that we have received the Order with expected delivery timelines and delivery peculiarities. Where you have not supplied your email address with the Order, but we hold an email address for you in our system, we will send the acknowledgment to that email address. This is when the contract is made between us.
3.3 We may refuse the Order for any reason at our sole discretion.
3.4 Please note that certain goods and promotions are only available in certain locations and as such, may be unavailable in the state, region or country from which you are accessing the Site and / or published materials.
4. DESCRIPTION OF GOODS
4.1 Any samples, drawings, descriptions or illustrations contained in our published brochures and branded materials (including on the Site), are issued or published solely to provide you with an approximate idea of the Goods they describe: they do not form part of the contract between you and us for the sale of the Goods and are subject to correction without any liability on the part of Maruchicart. We may make minor changes, which do not materially affect the performance of the Goods, to the specification of the Goods and order fulfilment at any time and without notice.
4.2 The images of the Goods shown in the electronic or printed catalogue are for illustrative purposes only. Variations in the colour due to photography, publishing or your computer’s display can occur. You acknowledge that the Order (including for personalised products) is placed at your own risk if, for example, the colour, shade representation, dimensions, size or texture of the Goods differs from the image in the published materials. Also branding colors, shade, dimensions, size, and texture in custom mock-ups are illustrative and may differ from actual output due to the impact of item texture and variations caused by photography and computer display.
4.3 If we discover an error in the price of the Goods you have Ordered (e.g. incorrect price displayed in one of our catalogues, online or in any other materials or media), we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling the Order. Please note that we will not have to provide the Goods to you at the incorrect (lower) price.
4.4 Please always read product specifications, confirm size, dimensions and required branding information specified before ordering. Consider labels, warnings and directions provided with the Goods before use as Maruchicart or its suppliers will not be held liable for wrongful application of the products.
5. TITLE RETENTION
5.1 Title in the Goods shall not pass to you until both: (i) payment is received by us for the Goods; and (ii) no other amounts are outstanding for branding, logistics and shipping where applicable from you to us in respect of any other goods you have ordered to be supplied by us to you.
5.2 At no point will Maruchicart recover any Goods in respect of which ownership has been passed to you in accordance with clause 5.1 above at any time and delivered with approved specifications.
6. PRICE AND PAYMENT
6.1 All prices are quoted in Naira or USD depending on your location or country, unless otherwise agreed in writing, and:
6.1.1 exclusive of VAT or applicable tax, which will be added to the total amount due
6.1.2 exclusive of any applicable bank charges, which will be added to the total amount due;
6.1.3 for deliveries in Nigeria, standard delivery charges will be estimated and issued using size of orders and delivery address. Maruchicart reserves the right to charge for delivery cost on all orders and will confirm applicable delivery costs before order is processed.
6.1.4 for international destinations, prices are exclusive of delivery charges (including but not limited to carriage, freight and insurance). We may invoice you for delivery charges on a separate invoice to the Goods; and
6.1.5 exclusive of branding set-up cost, branding cost per item, artwork adjustments costs required for your branding requests to be processed and all branding-related costs will be issued on a separate invoice and paid before branding is processed.
6.2 Eligible bodies such as registered charities may be subject to VAT exemption on Goods. A written VAT exemption declaration must be submitted at the time of ordering to qualify for VAT exemption.
6.3 If you do not pay us on time, we may cancel or suspend any Order (both the one to which the payment relate(s) and any other Order) until you have paid the outstanding amounts ad and invoices in full.
7. DELIVERY
7.1 Risk in the Goods shall pass to you when the Goods are delivered to, or collected by, you or your agent.
7.2 Dates for delivery of the Goods are ONLY estimates factoring duration of branding, and other form of customization where applicable; and are subject to our availability schedule, operations demand, season, and sometimes vulnerabilities of our third-party logistics partners. We shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s) or the outcomes of such delay.
7.3 We will deliver the Goods to the designated address in the Order, or such other address as we both agree, which will be confirmed on the Order acknowledgment. You should ensure that you are, or a trusted representative is, physically present at the time of delivery for confirmations. We will presume that any person at any address you specify has the authority to receive the Order on your behalf.
7.4 If we are unable to deliver the whole of the Order at one time due to, for example, operational reasons or shortage of stock, we may deliver the Order in instalments. There will be no additional delivery cost for this. Where Maruchicart exercises its right to deliver the Order in instalments, the customer shall be notified accordingly and the original contract shall be deemed varied and divided into separate contracts for each instalment.
7.5 Deliveries shall be made by us or an appointed third party to the delivery premises. Where you request delivery to be made to a location within the delivery premises, you shall advise us accordingly at the time of placing the Order for which there may be an additional charge. We do not guarantee that we will be able to accommodate your delivery request. However, should we be able to, you agree to procure all access and relevant facilities costs.
7.6 Delivery lead times to local and international addresses will vary according to destination and mode of transport. If delays occur for any reason, we will make every effort to keep you informed.
8. ORDER AMENDMENTS
Maruchicart may, at its sole discretion, accept or reject any requests for amendments to orders prior to dispatch.
9. SAMPLES, CANCELLATION, ORDER ADJUSTMENTS, RETURNS & EXCHANGE
9.1 Customers are advised to order samples before placing bulk orders to eliminate the possibilities of returns which can come at irredeemable production, logistics, branding, and exchange cost.
9.2 GOODS (SAMPLES AND BULK ORDERS) ALREADY ORDERED AND PRODUCED ACCORDING TO SPECIFICATION CANNOT BE RETURNED FOR A REFUND.
9.3 For International and Nigerian customers, you have a legal right to cancel the Order of non - returnable goods or adjust your orders before it is produced or branded within 24hrs of placing the order and payments confirmation. This means that, during the relevant period, if you change your mind on specification or decide for any other reason that you do not want us to process the order, you can notify us of your decision to cancel the Order (our details can be found on the ‘contact us’ section on the Site) within the specified period of 24hrs and receive a refund for the price you have paid for the Goods, together with the original delivery and branding charges (if applicable) less applicable bank charges. This therefore means all orders will be processed after 24hrs if no request for cancellation or adjustment is received.
9.4 For Nigerian customers, upon contact by the customer, Maruchicart may allow the EXCHANGE (NOT RETURN FOR REFUND) of Returnable goods solely at its discretion, and customer will be charged a restocking fee not less than 20% of the order value, plus the cost of the collection as well as the delivery cost of the replacement order and any net outstanding balance.
9.5 If we refund monies to you, we will usually refund you by the method of payment you used, for example Bank transfer, Cards, Vouchers etc.
Non-returnable Goods
9.6 Returns of the Goods will not be accepted in the following circumstances:
9.6.1 the Goods were made to your own specification, personalised or customised, or configured to order.
9.6.2 audio or video recordings that have been unsealed: or
9.6.3 open packaged software or pre-loaded / downloaded software licenses.
9.6.3 If we discovered that goods have been used to advance buyer’s business in suspicious activities
Damage in transit
9.7 We will accept responsibility for damage, storage or loss in transit only if:
9.7.1 you report the damage or loss within 48hrs receipt of the Goods. Failure to notify us within fourteen 48hrs of receipt will invalidate any claim regarding the Goods.
9.7.2 such loss or damage MUST however be noted on the consignment note or delivery document upon receipt with the carrier’s confirmation of same at the point of delivery.
9.7.3 the packaging of the damaged item is retained for inspection; and
9.7.4 the Goods are handled by you in accordance with our, or the carrier’s, conditions of
carriage or handling stipulations.
9.8 Where we accept responsibility under clause 9.7, we shall at our option replace, repair, or refund or console any Goods proved to our satisfaction to have been lost or damaged in transit.
Errors in customized or personalized or branded Goods
9.9 Please note that, in relation to personalised, customized, or branded(logo or artwork inserted) Goods, we cannot be held responsible or accountable for: spelling, punctuation or grammatical errors made by you; inferior quality or low-resolution of uploaded images; design errors introduced by you in the document creation process; wrong or inconsistent color choices; wrong or inconsistent pantone codes; errors in user- selected options such as choice of finish, artwork orientation, position, and location, type of branding, quantity or product type and additional notes or instructions provided. Please preview the designs, colors, and instructions carefully and correct any mistakes prior to placing the Order. MARUCHICART does not proof documents created by its customers prior to processing and cannot be held liable for damage caused by wrong choices, and wrong approvals communicated by customers.
Warranty returns
9. 10 Warranty returns can be made under the warranty return provision in clause 10.
9.11 If having checked any Goods returned under clause 9.10, we have found that they are not faulty, or the defect arose from one of the circumstances set out in clause 10.3 below, in addition to not refunding you the Order value, we will charge you a handling fee equivalent to 20% of the price that you originally paid for the Goods.
10. WARRANTIES
10.1 Maruchicart warrants the Goods to:
10.1.1 be free from material defects in design, material, and workmanship.
10.1.2 comply with all applicable statutory and regulatory requirements for selling the Goods in Nigeria and
10.1.3 in relation to services only, be performed with reasonable care and skill.
10.2 When you purchase Goods from us, if something goes wrong with the Goods, you should always contact us, and we will do whatever we can to help. We may repair, replace, or refund you for any Goods that have a material default at the point of sale, and up to the warrantee period indicated on the product description on our site or on product from the date of delivery as indicated receipt, provided the faulty Goods are returned complete with all components. Unless you specifically request a repair, replacement, or refund, Maruchicart will suggest the most applicable in the circumstances. However, this warranty does not apply in the circumstances described in clause 10.3.
10.3 The warranty in clause 10.2 does not apply to any defect in the Goods arising from:
10.3.1 fair wear and tear;
10.3.2 you, or any third party, not taking sufficient care, willful damage or accident;
10.3.3 improper use or installation.
10.3.4 use of the Goods outside the specifications, environment, or specific application, detailed in any the manual or Maruchicart documentation (including on any website, etc.) relating to the Goods; or
10.3.5 where the Goods have been repaired or modified by persons not authorized by Maruchicart.
10.4 The Goods have been manufactured or developed by us or third parties to standard specifications. You accept that we are acting ONLY as a supplier and that it is your responsibility to verify that the Goods will be suitable for your own requirements. Where warranty is not expressly stated on site description and/or product labels, then warrantee clauses are void with respect to the product.
10.5 Warranty returns are not applicable to non-returnable goods as indicated in clause 9.6, personalized, customized, branded goods
10.6 Without prejudice to your statutory rights, and except as set out in these Conditions, all warranties, conditions, guarantees or representations as to description, merchantability or fitness for a particular purpose, or other warranties, conditions, guarantees or representations, whether express, implied by statute or otherwise, oral or in writing, are expressly excluded.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 If notified promptly in writing of any action brought against you, based on a claim that your use of the Goods infringes any existing patent or copyright, our manufacturer or supplier will be made to defend such action at his expense and pay the costs and damages awarded, if we shall have sole oversight of the defense of any such action and all negotiations for its settlement or compromise. We will not have any liability to you under any provision of this clause if the infringement or claim thereof is based upon:
11.1.1 use of the Goods in combination with equipment or software not supplied by us; or
11.1.2 any unauthorised modification of the Goods; or
11.1.3 content, designs, specifications or software supplied by or on behalf of you.
11.2 If the indemnity in clause 11.1 applies, the manufacturer or supplier shall, at his option and expense, either procure for you the right to continue using the Goods, replace or modify the same so that it / they become non-infringing, or grant you a credit for the Goods as depreciated and accept the return of the Goods. The options in this clause set out your sole and exclusive remedy for ours or our supplier’ infringement of intellectual property rights.
11.3 Maruchicart (and/or its licensors) shall retain all rights, title and interest in any intellectual property rights in the Goods supplied to you under the Order or created in the course of providing the Goods.
Customised items and personalised Goods
11.4 Please note that we reserve the right to brand personalised Goods, packaging, and carrier containers with any Maruchicart logo.
11.5 In using the image upload facility on the Site for personalised Goods, you agree not to upload or print any images that will be illegal or unlawful or cause distress or offence to any person. We reserve the right (but shall have no obligation) to refuse to process any Order that may be illegal or unlawful or cause offence or distress to others; in such a case we will refund any payment made.
11.6 It is your responsibility to ensure that express permission for any images you use have been granted by the owner of any image. In addition, you confirm you have received the consent of any relevant person or authorities for the use of the artwork (if relevant), which includes consent from the adult, children or their sponsors in the artwork. You warrant that any photo / image / design uploaded does not infringe upon any rights of any third party , including but not limited to copyright or trademark and/or any rights in order to process Data (as defined in clause 12), and that you have all required rights or permissions necessary to incorporate third party material into the Goods. You: (a) warrant that you have sufficient rights; and (b) grant us the right, to copy, modify and create derivative works from any uploaded content (i.e., content you have uploaded) for the purpose of fulfilling the Order.
11.7 You will hold Maruchicart harmless against any expense, judgment or loss for the infringement of any patents, copyrights or trademarks which results from our compliance with your designs, specifications or instructions.
11.8 You agree that you shall indemnify and defend us and our directors, officers and employees, against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses arising out of or related to: (i) your breach of these Conditions; or (ii) any suit, claim, or demand arising from or relating to any text, photograph, image, graphic or other material you incorporate into the Goods.
12. DATA PROTECTION
12.1 You acknowledge that You are fully aware of our privacy policy and that Maruchicart is only Processor of data voluntarily provided by you
12.2 Both parties will comply with all applicable requirements of the guiding Data Protection Legislation under the laws of federal republic of Nigeria.
12.3 Maruchicart shall :
12.3.1 ensure that its employees shall, Process the Data only on the Customer’s instructions as set out or referred to in the Agreement to provide the Services.
12.3.2 provide appropriate technical and organisational measures:
(a) to ensure the protection of the rights of the Data Subjects; and
(b) ensure an appropriate level of security, assessing, in particular, the risks that are presented by Processing, to protect the Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Data transmitted, stored or otherwise Processed;
12.3.3 take all reasonable steps to ensure the reliability of any of its staff who have access to and/or process Data in connection with the Services, including duties of confidentiality under any employment contracts.
12.3.4 assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with applicable obligations under the Data Protection Law with respect to security of Processing, Personal Data Breach notifications and communications, Data Protection Impact Assessments and consultations with supervisory authorities or regulators;
12.3.5 notify You without undue delay after becoming aware of a Personal Data Breach.
12.3.6 notify You immediately if it considers that any of Your instructions infringe the Data
Protection Legislation.
12.3.7 at Your written direction, delete or return the Data to You after the end of the provision of the Services relating to Processing, except that:
(a) Maruchicart may keep any Data, if required by any applicable laws to store the Personal Data; and
(b) Maruchicart may keep Data stored in any system back-ups; and
12.3.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and provide access to the same for the purpose of a customer conducted audit. Any audits must be no more than once in a twelve (12) month period and must be on not less than thirty (30) days’ notice.
12.4 The parties also acknowledge that Maruchicart may also use services and/or products from other third parties in order to provide the Services under the Agreement and that, in doing so, Maruchicart may transfer Data to such third parties. This may include (by way of example only) third parties that provide online storage, analytics, and other facilities. You consent to the appointment by Maruchicart of sub- processors provided that:
12.5.1 Maruchicart notifies You in writing of each sub-processor prior to the Processing of any Data by the relevant sub-processor and shall notify You in writing of any change in the identity of the sub-processor from time to time; and
12.5.2 Maruchicart shall put in place with any sub-processor, written contractual obligations which are
at least equivalent to the obligations imposed on Maruchicart in pursuant to this clause 12.
12.6 Subject to clauses 12.7 – 12.10, Maruchicart shall remain fully liable to You for the performance of any sub-processor appointed by it pursuant to clause 12.5.
12.7 You agree to comply with Your obligations under Data Protection laws and warrants that You have all necessary consents and notices in place in relation to Your collection, processing and provision of Data, to enable the lawful transfer of the Data to Maruchicart in connection with, and for the duration of, the Services provided under the Agreement.
12.8 You shall indemnify and hold harmless Maruchicart against all costs, claims, losses, damages and expenses (including legal expenses) arising out of, or in connection with, any breach of this clause 12 by You and/or its employees, agents and/or sub-contractors.
12.9 You acknowledge that Maruchicart is reliant on You for direction as to the extent to which Maruchicart is entitled to use and process the Data. Consequently, Maruchicart will not be liable for any claim brought by You or any Data Subject arising from any action or omission by Maruchicart to the extent that such action or omission resulted from the Customer’s instructions.
12.10 Maruchicart may also use your data in accordance with its Privacy Policy which can be found at maruchicart.com
13. ANTI-BRIBERY
You shall ensure that you (end user customer) and, if applicable, your employees, agents, sub-contractors and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us, complies at all times with all applicable anti-bribery and/or corruption, anti-money laundering laws, regulations and codes of conduct in all jurisdictions. You shall, whenever requested by us, provide evidence of the measures, steps, and processes that you take to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
14. MISCELLANEOUS
14.1 We reserve the right to amend these Conditions from time to time without notice by updating the same on the Site.
14.2 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control, including without limitation, strikes, lockouts or other industrial action by workers, employers, trade disputes, accidents on land or sea, government interference, war or hostilities, riot or civil commotion, earthquake, flood, fire or other natural physical disaster, pandemic, Government action or legislation.
14.3 Failure by either party to exercise or delay in exercising any of these Conditions shall not constitute or be deemed to be a waiver of either party’s rights hereunder nor prejudice our or your rights to take subsequent action.
14.4 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the customer / business set out in the Order (for notices to be sent to you) or the registered office of Maruchicart (for notices sent to us). Any notices sent to Maruchicart via email will only be valid if they are sent to: hello@maruchicart.com
14.5 Nothing in these Conditions shall make either party the agent or partner of the other or give either party the power to bind the other.
14.6 Nothing in these Conditions shall confer on any third party any right or benefit under the provisions of this Contracts.
14.7 You agree to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to you hereunder. You shall be responsible for ensuring that your employees, agents, sub-contractors, and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us are bound by the same obligations and that such obligations tenure beyond any termination of employment with you.
15. ADDITIONAL TERMS FOR CONSUMERS
In addition to clauses 1 – 14 and 16, if you are a Consumer, the following terms apply:
Limitation of Liability
16.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time, we entered into the contract relating to the relevant Order.
16.2 Where you are a Consumer(end-user), we only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
17. ADDITIONAL TERMS FOR BUSINESSES
In addition to clauses 1 – 14 and 18, if you are a Business, the following terms apply:
Limitation of Liability
17.1 We shall not in any circumstances be liable, whether in contract, tort (being a form of civil wrong) (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for:
17.2.1 loss of profits; or
17.2.2 loss of business; or
17.2.3 depletion of goodwill or similar losses; or
17.2.4 loss of anticipated savings; or
17.2.5 loss of goods; or
17.2.6 loss of use; or
17.2.7 any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses.
17.2 Subject to clause 17.1, our total liability to you in respect of all losses arising under or in connection with the Order, whether in contract, tort (including negligence), breach of statutory duty, including damage to tangible property, shall in no circumstances exceed the price paid by you for the Goods.
17.3 You agree that we will not be liable for any loss arising out of the provision of Goods or services by any company, organisation or person other than Maruchicart or for any loss caused by your failure to perform your obligations in relation to the Order.
Authority
17.4 You confirm that you have authority to bind any business on whose behalf you Order any Goods.
Entire Agreement
17.5 These Conditions, together with any contract documents Maruchicart provides you, constitute the entire agreement and understanding between the parties relating to the subject matter. These Conditions supersede and cancel all prior agreements, statements, representations, understandings, negotiations, and discussions, whether oral or written, between the parties. Each of the parties acknowledges and agrees that in entering any Order it has not relied on (or has been induced to enter any Order by) any statement, representation, warranty or understanding made prior to these Conditions. Nothing in this clause excludes any liability for fraudulent misrepresentation.
18. GOVERNING LAW AND JURISDICTION
These Conditions shall be governed by and construed in all respects in accordance with the laws of the federal republic of Nigeria