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Buy BC Food and Drink Vendor Terms & Conditions

Memorandum of Understanding

This Memorandum of Understanding (MOU) is made by and between:

Buy BC Food and Drink, a non-profit organization operated by the Small Scale Food Processor Association, located at 2214 Sun Valley Drive, Nanaimo, BC and operating buybcfoodanddrink.com (hereinafter referred to as the BUY BC FOOD & DRINK) AND The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business in Canada (hereinafter referred to as the "the Merchant")

BUY BC FOOD & DRINK and the Merchant are hereinafter individually referred to as Party and collectively as the Parties.

WHEREAS

The Merchant is in the business of selling products in the categories selected as part of this MOU

BUY BC FOOD & DRINK is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfilment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by BUY BC FOOD & DRINK.

The Merchant, in view of increasing their sales, is desirous of using the services of BUY BC FOOD & DRINK for selling their products online through buybcfoodanddrink.com and fulfilment & delivery of the order.

The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:

I. Services to be provided by BUY BC FOOD & DRINK:

Technology services: BUY BC FOOD & DRINK offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store on buybcfoodanddrink.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on buybcfoodanddrink.com through a specific login to be created by BUY BC FOOD & DRINK for the Merchant.

Internet Marketing Services: BUY BC FOOD & DRINK runs intensive internet marketing services for the entire marketplace to drive traffic. BUY BC FOOD & DRINK can also run specific internet marketing programs and traffic acquisition plans for the Merchant for a fee as decided by the BUY BC FOOD & DRINK. BUY BC FOOD & DRINK, by providing a payment facility neither acts as a Trustee, or in a Fiduciary Capacity, but as a mere facilitator between the Merchant and buyers.

Payment Services: Customers can make payments for their orders at BUY BC FOOD & DRINK using payment options including credit card and debit card.

Order Fulfilment: BUY BC FOOD & DRINK shall provide customer support services. Shipping and order fulfillment is the responsibility of the Merchant who shall ensure delivery and completion of the transaction. BUY BC FOOD & DRINK will provide online technology so that the Merchant can provide shipping service account information and/or shipping rate calculations for its products.

Customer Support and Grievance Officer: The Merchant shall agree that the Grievance Officer of BUY BC FOOD & DRINK, the details of whom have been provided on its website, shall also be appointed for the Merchant and shall perform all functions as being performed for BUY BC FOOD & DRINK is accordance with the applicable laws.

II. Obligations of the Merchants

The Merchant shall agree, accept and be bound by BUY BC FOOD & DRINK Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Merchant or are displayed on the website buybcfoodanddrink.com from time to time and are updated from time to time, which are incorporated herein by reference.

The Merchant duly agrees to submit his/her products for review by the buybcfoodanddrink.com administration and refrain from posting products that illegal and not related to food, or items used in food production that is consumable by humans.

The Merchant shall pay the selling service fee (a combination of merchant account discount rate and commission) as agreed in their merchant account service agreement. (Stripe, PayPal, etc.)

The Merchant shall create an online catalogue of products and upload product listings in their online store at buybcfoodanddrink.com. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.

The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used or a counterfeit product.

The Merchant undertakes to ensure that descriptions, images, and other content pertaining to goods or services on their platform is accurate and corresponds directly with the appearance, nature, quality, purpose and other general features of such good or service.

The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in Canada by the Merchant. The Merchant shall also ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services as displayed on the BUY BC FOOD & DRINK website. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and BUY BC FOOD & DRINK shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep BUY BC FOOD & DRINK harmless and indemnified in this regard.

The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). BUY BC FOOD & DRINK shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep BUY BC FOOD & DRINK harmless and indemnified in this regard.

The Merchant shall deliver the sold products to the customer within 72 hours after the order has been received. When a product cannot be delivered within 72 hours, the Merchant must notify the customer directly and BUY BC FOOD & DRINK offers the ability for Merchants to display this information in a product listing. The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. BUY BC FOOD & DRINK shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep BUY BC FOOD & DRINK harmless and indemnified in this regard.

All tax related liabilities and other liabilities including but not limited to sales tax, relating to the sale of the product shall be responsibility of the Merchant. BUY BC FOOD & DRINK shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep BUY BC FOOD & DRINK harmless and indemnified in this regard.

Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of prohibited/ restricted nature and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. BUY BC FOOD & DRINK shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep BUY BC FOOD & DRINK harmless and indemnified in this regard.

The Merchant shall ensure that the product pricing on buybcfoodanddrink.com will be same or less as available on any other site on the internet including Merchant's own site.

The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold and returned by the buyer. The Merchant further agrees to bear the cost of two-way shipping and restocking charges in the event of product being delivered is significantly different from listing description.

The Merchant agrees to be bound by the BUY BC FOOD & DRINK Return Policy to accept the items returned by customers.

The Merchant acknowledges that all payments by BUY BC FOOD & DRINK to the Merchant shall be after deduction of any money due from the Merchant to BUY BC FOOD & DRINK including selling fees, fulfilment fees, return charges against any other orders, credit card processing discount rates, etc.

The Merchant agrees to provide to BUY BC FOOD & DRINK its legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, its Stripe Account details. The Merchant hereby agrees that in case of support request by the customer, such applicable details of the Merchant shall be provided to him.

III. Representation & Warranties of the Merchant

The Merchant hereby represents and warrants that:

• It has the full right, power and authority to enter into this Agreement and perform its obligations hereunder.
• Its execution, delivery and performance of this Agreement, and BUY BC FOOD & DRINK exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which it is bound.
• It will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the BUY BC FOOD & DRINK.
• It has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on buybcfoodanddrink.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on buybcfoodanddrink.com which may result in a third party claim against BUY BC FOOD & DRINK or its directors, members, officers and employees or other merchants/vendors.

IV. Indemnity

The Merchant agrees to defend, and hold BUY BC FOOD & DRINK and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of BUY BC FOOD & DRINK as available on buybcfoodanddrink.com. In the event of any third-party claim in relation to the products being traded by the Merchant on buybcfoodanddrink.com which is caused due to default of the Merchant, the Merchant shall, on demand, pay liquidated damages equal to the total value of the claim made and legal expenses incurred by BUY BC FOOD & DRINK in defending such claim, whichever is higher ('Merchant LD'). The Merchant LD shall be in addition to and not in derogation of any other rights and remedies that BUY BC FOOD & DRINK may have under law, this MOU or equity. In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, BUY BC FOOD & DRINK shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Merchant shall be under an obligation to ensure that BUY BC FOOD & DRINK is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve BUY BC FOOD & DRINK from any liability of any nature whatsoever, either present or anticipated.

Merchant acknowledges and agrees that BUY BC FOOD & DRINK may at its sole discretion hold, suspend or debit an amount from Merchant's payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Merchant is in breach of policies of buybcfoodanddrink.com. Merchant acknowledges that the aforesaid remedies shall be addition to the right of BUY BC FOOD & DRINK to terminate this MoU forthwith without any notice to Merchant.

V. Termination

Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.

VI. Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada.

VII. Electronic Execution

This MOU is being executed electronically and each Party recognizes that the same is validly executed and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at in the Province of British Columbia, Canada.

VIII. Assignment

Merchant shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of BUY BC FOOD & DRINK.