SELLER AGREEMENT

WHEREAS, Aadi BD (“Aadi”) operates a cross-border B2C e-commerce marketplace through its domain [aadi.com.bd] (hereinafter the “Platform”) whereby products of different categories from various Sellers will be marketed, sold and delivered through the Platform to overseas buyers.

AND WHEREAS, the parties hereto have after mutual discussions came to an agreement that products of the Seller will be marketed by Aadi on their Platform on the agreements as below.

Terms & Conditions

1.1 Aadi hereby agrees to list, market, sell the products/services of the (“Seller”) through the Platform and arrange to deliver the same to the respective customers (collectively the “Services”) through a reputable courier service.

1.2 The Seller may obtain additional services from Aadi including (i) Pick up of products from the Seller’s premises and (ii) Picture and Detailing Support. For additional services additional charges will accrue.

1.3 For Services, Aadi will charge mutual agreed commission as [Refer to the form in the section, Product details and Seller commission]. For additional services, service charge of will be applicable.

1.4 The price of product to be charged by the Seller from Aadi is referred as the ‘Seller MRP’ and the price at which the product is sold to customers by Aadi is known as ‘Web MRP’.

1.5 Aadi reserves the right to fix the Web MRP and change the same from time to time and shall inform the Seller of the same.

1.6 The Seller must strictly maintain Banned List as will be shared by Aadi from time to time and must not use any item in the Banned List in manufacturing its products.

1.7 When an order is confirmed and communicated, the Seller must deliver the concerned product to Aadi’s premises within the agreed time.

1.8 The Seller agrees to allow Aadi to use Seller Logo / Trademark for any promotional activities.

1.9 The Seller will keep Aadi informed at all times about the availability of the products in its inventory along with detailed specifications like size, colour, texture as may be required for the product. Order once placed on the Platform by the customer must be honoured by the Seller.

1.10 The Seller agrees to maintain agreed stock and immediately update any stock discrepancies to Aadi through System Generated / Manual Communication.

1.11 In the event Aadi’s QC department rejects a product as a result of the same being damaged or faulty or does not meet the specifications mentioned in the Platform, the Seller must replace the same.

1.12 The Seller must maintain 100% same product quality and specifications as that of the sample selected by Aadi and agrees to strictly maintain the timeline given by Aadi.

1.13 For Seller’s products sold through the Platform, payment invoices will be generated by aadi and will be available via the platform on Sellers dashboard, Seller’s MRP will be issued by the Seller during the listing of product.

1.14 Payment will be made by Aadi on the first week of the following month. While making payment to Seller from the payment received from customers, Aadi will deduct/adjust from the invoices (i) Aadi’s commission; (ii) fees and charges for additional services rendered; (iii) any loss suffered by Aadi; (iv) penalty imposed on the Seller; and (v) costs and charges incurred in providing free replacement or return, if any.

1.15 Aadi reserves the right to impose penalty (up to Tk. 20,000) and/or will be indemnified by the Seller in case of (i) Seller’s failure to meet the given timeline; (ii) where any product could not be delivered to or returned by the Customer due to Seller’s fault, action or inaction; (iii) undue delay caused by the Seller, its personnel, representative or any other authorized person in relation to the Services; and (iv) any loss suffered by Aadi.

1.16 The agreement may be terminated with immediate effect in the event of any party being (i) in violation or non-compliance of any law or regulation; (ii) in material breach of the terms and conditions herein; (iii) adjudicated as bankrupt, or if a receiver or trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) business days; (iii) any party goes into liquidation either voluntarily or compulsorily; and (iv) prohibited by any regulatory or statutory restriction from continuing to perform under this Agreement.

1.17 Neither of the parties shall be under liability for any loss or damage resulting from delay or failure to perform any obligation under this Agreement either in whole or in part where such delay or failure shall be due to cause beyond its reasonable control including but not limited to wars, the threat of imminent wars, riots, other act of civil disobedience, insurrection, acts of God, restraints imposed by the Government or any other supranational legal authorities or any other industrial or trade disputes, fires, explosion and other national calamities.

1.18 The parties agreed and clarified that this agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar agreements with others.

1.19 This agreement shall be governed by and construed in accordance with the laws of Bangladesh.

1.20 The agreement will be valid for 6 months from the signing date and can be renewed upon mutual understanding in writing between the parties.