Terms and Conditions

MERCHANTS AGREEMENT

AUTOPARTSNIGERIA.COM is a product of  MARK CALTHERS BUSINESS ENTERPRISES having its registered office at 51, Isaac John Street, Igbobi-Fadeyi, Lagos (hereinafter referred at to as “AutoParts” or “Autopartsnigeria.com“.

Mark Calthers Business Enterprises is a firm registered with the Nigerian Corporate Affairs Commission as a general trading business enterprise. AutoParts’s Ecommerce business includes the establishment of the first Nigerian Auto Club, purchase, sales and supply of genuine spare parts and other automobile accessories amongst other general goods. NOW THEREFORE it is hereby agreed and declared as follows:

(A) COMMENCEMENT AND DURATION

This Agreement shall come into effect from the date above stated and unless terminated in the manners herein stated, shall remain in force for an initial period of twelve months. It may be renewed on agreement by both parties.

(B) OBLIGATIONS OF THE PARTIES

The parties hereby agree as follows: –

  1. The parties agree that subject to the terms of this agreement, the parties shall act in utmost good faith in their business dealings and shall jointly and individually ensure that their collaboration and operations under this agreement is conducted in the best interest of both parties and on sound commercial profit-making principles.
  2. The Company and the Partner jointly confirm their willingness and operational readiness to sell and supply materials, spare parts and ancillary items for the customers of the Company, but in the event that either of the parties deliberately displays incompetence or gross negligence in the execution of its obligation then such party shall be solely responsible for any loss that might arise from its conduct.

 (C) OBLIGATIONS OF AUTOPARTS

  1. To provide the Partner with written, clear, accurate details and specifications of all materials and spare parts orders placed or requested from the partner.
  2. To make payments to the Partner for all items purchased from the Partner in accordance with the agreed payment method, timing and goods return policy statement as set out and stated in the Payment and Return Policy Schedule attached to this agreement.
  3. To immediately, notify the Partner of any faulty item supplied and return same to the Partner in its original packaging in accordance with and in line with the Payment and Return Policy Schedule attached to this agreement

(D) OBLIGATIONS OF THE MERCHANT

  1. The merchant agrees to supply to AutoParts the products in accordance with its orders and specifications and subject to the terms of this Agreement;
  2. To provide the merchant with a comprehensive list of its products and an associated price list, such price list to be maintained for a minimum period of two (2) days and to communicate any impending change in prices to AutoParts in writing at least two (2) days prior to the new price coming into effect.
  3. To allow the merchant conduct a quality assurance survey on its products and to always ensure the supply of high quality and genuine products to AutoParts at the pre-agreed sales prices and within the agreed delivery timelines.
  4. To ensure that all products supplied to AutoParts are functional, in good working condition and that all products are supplied with the necessary accessories (and Manuals where applicable).
  5. To abide by the payment method, timing and goods return policy statement as set out and stated in the Payment and Return Policy Schedule for merchants
  6. To pay AutoParts the agreed percentage of all sales proceeds as its commission, such commission to be deducted by AutoParts at source.
  7. To indemnify AutoParts from all liabilities related to the supply of counterfeit, damaged, or substandard products.

(E) LIABILITY, INDEMNITY AND INSURANCE CLAUSES

  1. If AutoParts or any of its customers suffer a loss or damage as a result of the negligence or supply of fake or faulty items by the Merchant, then AutoParts’ obligation shall cease and the Merchant shall be held responsible for such loss or damage.
  2. The Merchant hereby agrees to indemnify and keep AutoParts from and against all claims and demands made and all fines or penalties levied or imposed in respect of or arising out the supply of counterfeit, faulty or damaged items by the Merchant.

(F) ASSIGNMENT

The parties shall not assign or transfer the benefit of this agreement to anyone, but may participate or enter into similar arrangements with other public or private organizations, agencies or individuals.

(G) ENTIRE AGREEMENT AND AMENDMENTS

This Memorandum of Understanding comprises the entire agreement between the parties and no change, modification or amendment shall be made in respect of this MOU except as may be mutually agreed in writing by the parties hereto.

(H) TERMINATION

This agreement may be terminated by either party giving two weeks notice in writing to the other party upon the happening of any of the following:-

  1. If the parties agree in writing.
  2. If the opposite party fails to observe or commits a material breach of any of the terms of  this Agreement and fails to remedy such non observance or breach within fifteen days after receipt of written notice specifying the non observance or breach, requiring its remedy.
  3. If performance of this Agreement or a substantial part thereof becomes impossible due to the occurrence of an event or events which is or beyond the control of either party.

(I) BINDING EFFECT AND CONFIDENTIALITY

This Memorandum of Understanding shall be binding upon the parties.

Both parties agree to keep the contents of this Agreement, as well as all information provided to either party by the other party during the course of the business relationship or all information designated as confidential, confidential until such information is available outside of this relationship or two (2) years from date of receipt of the information.

(J) FORCE MAJEURE

None of the parties to this Agreement shall be responsible for the inability to perform any of the conditions contained herein. If the inability is caused by unforeseen or unavoidable circumstances which, whether accidental or not, is beyond the control of the party that has been subjected to the above mentioned circumstances (hereinafter referred to as “FORCE MAJEURE”) such unavoidable circumstances including flood, strikes, riots, calamities and the likes provided the party claiming the force Majeure promptly notifies the other party in writing and takes all reasonable to overcome the delay or stoppage.

(K) GOVERNING LAW AND ARBITRATION   

This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with this Agreement, which cannot be settled amicably between the parties shall be referred to Arbitration in accordance with the procedure specified in the Arbitration and Conciliation Act CAP 19 of the laws of the Federation of Nigeria 2004 or any statutory modification in force for the time being.

(L) NOTICE

Any notice or other communication required to be given under this Agreement shall be valid and effective only if given in writing.  Any notice to a party contained in a correctly addressed envelope and sent by courier or delivered by hand to an officer/representative of the recipient party during ordinary business hours at its address as given here-under or such other addresses as the Parties may communicate in writing, shall be deemed to have been received on the day of delivery.

This document is an electronic record in terms of National Information Technology Development Agency Act, 2007 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the National Information Technology Development Agency Act, 2007. This electronic record is generated by a computer system and does not require any physical or digital signatures.

SERVICES

Mandatory Declaration – Automobile and Motorbike Spare parts and Accessories and Power-generating Sets and Inverters .

  1. You hereby declare that you have provided all necessary Legal Delivery Details for the shipment of the product to the destination specified by you in the Order.
  2. You further declare that the Product will be acquired for personal use of the Consignee and/or Buyer. The Product will not be sold, resold, bartered or in any way disposed for profit.
  3. Your use of the website www.autopartsnigeria.com (hereinafter referred to as “Autopartsnigeria.com and AutoParts”) and services and tools are governed by the following terms and conditions as applicable to Autopartsnigeria.com. If you transact on Autopartsnigeria.com, you shall be subject to the policies that are applicable to the website for such transaction. By mere use of the website you shall be contracting with Mark Calthers Business Enterprises a company incorporated under Companies and Allied Matters Act, 1990 with registered office at 51, Isaac John Street, Fadeyi Shomolu, Lagos, Nigeria and these terms and conditions constitute your binding obligations.
  4. For the purpose of these terms of use, wherever the context so require ‘You’ shall mean any natural or legal person who has agreed to become a member of the Website by providing Registration Data while registering on the Website as a Registered User.
  5. When you use any of the services provided by Autopartsnigeria.com, including but not limited to, (e.g., Customer Reviews), you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. Autopartsnigeria.com reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Autopartsnigeria.com grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

MEMBERSHIP ELIGIBILITY

Use of the autopartsnigeria.com is available only to persons who can form legally binding contracts under Nigerian governing laws. If you are a minor i.e. under the age of 18 years, you shall not register as a member of autopartsnigeria.com and shall not transact or use autopartsnigeria.com website. AutoParts reserves the right to terminate your membership and refuse to provide you with access to Autopartsnigeria.com if it is brought to AutoParts’ notice or if it is discovered that you are under the age of 18 years.

YOUR ACCOUNT AND REGISTRATION OBLIGATIONS

If you use Autopartsnigeria.com, you shall be responsible for maintaining the confidentiality of your User ID and Password and you shall be responsible for all activities that occur under your User ID and Password. You agree that if you provide any information that is untrue, inaccurate, not current or incomplete that Autopartsnigeria.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with, Autopartsnigeria.com has the right to indefinitely suspend or terminate or block access of your membership with AutoParts’ terms of use and as such can deny you access to the Website.

COMMUNICATIONS

When You use the Website or send emails or other data, information or communication to Autopartsnigeria.com, You agree and understand that You are communicating with Autopartsnigeria.com through electronic records and You consent to receive communications via electronic records from Autopartsnigeria.com periodically as and when required. Autopartsnigeria.com may communicate with You by email or by such other mode of communication, electronic or otherwise.

CHARGES

Registration as a member or user on AutoParts is free. Autopartsnigeria.com does not charge any fee for browsing and buying on Autopartsnigeria.com. However AutoParts reserves the right to charge fee and change its policies from time to time. In particular, Autopartsnigeria.com may at its sole discretion introduce new services and modify some or all of the existing services offered on Autopartsnigeria.com. In such an event AutoParts reserves, without notice to You, the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the Fee and related policies shall automatically become effective immediately once implemented on Autopartsnigeria.com. Unless otherwise stated, all fees shall be quoted in Nigerian Naira. You shall be solely responsible for compliance of all applicable laws including those in Nigeria for making payments to Autopartsnigeria.com.

CONTENTS POSTED ON SITE

You shall be responsible for any notes, messages, e-mails, billboard postings, photos, drawings, profiles, opinions, ideas, images, videos, audio files or other materials or information posted or transmitted to the Sites (collectively, “Content”). Such Content will become the property of AutoParts and you grant AutoParts the worldwide, perpetual and transferable rights in such Content. AutoParts shall be entitled to, consistent with our Privacy Policy, use the Content or any of its elements for any type of use forever, including but not limited to promotional and advertising purposes and in any media whether now known or hereafter devised, including the creation of derivative works that may include Content you provide. You agree that any Content you post may be used by AutoParts, consistent with our Privacy Policy and Rules of Conduct on Site as mentioned herein, and you are not entitled to any payment or other compensation for such use.

OTHER BUSINESSES

AutoParts does not take responsibility or liability for the actions, products, content and services on AutoParts website, which are linked to Affiliates and / or third party websites using AutoParts APIs or otherwise. In addition, AutoParts may provide links to the third party websites of affiliated companies and certain other businesses for which, AutoParts assumes no responsibility for examining or evaluating the products and services offered by them, and Autopartsnigeria.com does not warrant the offerings of, any of these businesses or individuals or the content of such third party website(s). AutoParts does not in any way endorse any third party website(s) or content thereof

LINKS

Autopartsnigeria.com welcomes links to this site. You may establish a hypertext link to Autoparts website, provided that the link does not state or imply any sponsorship or endorsement of your site by AutoParts. You must not use on your site or in any other manner any trademarks, service marks or any other materials appearing on AutoParts, including any logos or characters, without the express written consent of AutoParts and the owner of the mark or materials. You must not frame or otherwise incorporate into another third party website or present in conjunction with or juxtaposed against such a website any of the content or other materials on the website without AutoParts’ prior written consent.

INDEMNITY

You shall indemnify and hold harmless Autopartsnigeria.com its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including attorneys’ fees, made by any third party or penalty imposed due to or arising out of your breach of this Terms of Use, privacy Policy and other Policies, or your violation of any law, rules or regulations or the rights of a third party.

JURISDICTIONAL ONLY

Unless otherwise specified, the material on Autopartsnigeria.com is presented solely for the purpose of sale in Nigeria. AutoParts makes no representation that materials in Autopartsnigeria.com are appropriate or available for use in other Countries other than Nigeria. Those who choose to access this site from other Countries other than Nigeria do so on their own initiative and AutoParts is not responsible for supply of goods or refund for the goods ordered from the locations other than Nigeria, compliance with local laws, if and to the extent to which local laws are applicable.

TRADEMARK, COPYRIGHT AND RESTRICTION

This site is controlled and operated by AutoParts. All material on this site, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks, and other intellectual property rights that are owned and controlled by us or by other parties that have licensed their material to us. Material on AutoParts website owned, operated, licensed or controlled by us is solely for your personal, non-commercial use. You must not copy, reproduce, republish, upload, post, transmit or distribute such material in any way, including by e-mail or other electronic means and whether directly or indirectly and you must not assist any other person to do so. Without the prior written consent of the owner, modification of the materials, use of the materials on any other web site or networked computer environment or use of the materials for any purpose other than personal, noncommercial use is a violation of the copyrights, trademarks and other proprietary rights, and is prohibited. Any use for which you receive any remuneration, whether in money or otherwise, is a commercial use for the purposes of this clause.

REGISTRATION OF PRODUCT(S)

AutoParts tries to be as accurate as possible. However, AutoParts does not warrant that product description or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by AutoParts itself is not as described, your sole remedy is to return it in unused condition.

PRICING/TYPOGRAPHICAL ERROR

If AutoParts comes across any difference in pricing resulting from typographic errors with regards to pricing or product information, AutoParts shall have the right to rectify or cancel the order(s) and refund monies, if any, collected from the customer within 10-15 business days of such corrective action taken. The mode of refund will be the same as at the time of placing the order. Cash on Delivery order refunds will be done by cheque.

CANCELLATION OF ORDER

Autopartsnigeria.com reserves the right to cancel any order without any explanation for doing so, under situation where AutoParts is not able to meet the requirement of the order placed or order so placed/cancelled does not comply with the AutoParts policy or for any reason. However, AutoParts will ensure that any communication of cancellation of an order is intimated within appropriate time to the concerned person and any applicable refund, will be made in reasonable time.

APPLICABLE LAW

This Agreement shall be governed by and interpreted and construed in accordance with the laws of The Federal Republic of Nigeria. The place of jurisdiction shall be exclusively in Lagos, Nigeria.