This present agreement is established in order to set up a contractual relationship by and between:Boonfair International  (hereinafter referred to as “BoonFair” ).

The Seller (hereinafter referred to as “Seller” ), a sole proprietor/company, registered with BoonFair.lk to sell their products on the online Platform operated by BoonFair. (BoonFair and Seller are hereinafter referred to collectively as the “Parties” and individually as a “Party” )

This document is an electronic record in terms of Electronic Transactions Act. No 19 of 2006 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Act 2006.

This electronic record is generated by a computer system and does not require any physical or digital signatures.

1. SCOPE

1.1. BoonFair  is in the business of providing services to facilitate Ecommerce via its online marketplace at BoonFair.lk  – a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by BoonFair. BoonFair offers multiple services to facilitate sales via its online platform. The Seller appoints BoonFair as its commission agent under the terms & conditions set hereunder.

1.2. This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

1.3. Both Parties agree that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

1.4. Every transaction of the Seller on BoonFair platform is bound to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on BoonFair.lk. This agreement will be considered valid as soon as it is electronically accepted by the Seller.

1.5. The service provided by BoonFair is limited to referring customers to the Seller and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Seller. This support is covered within the agreed level of commission and any additional service fees.

1.6. BoonFair may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of BoonFair’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform is subject to this agreement and the latest platform policies available on BoonFair.lk

1.9. In order to maintain its reputation for quality and high service standards, BoonFair’ reserves the right to delist the Seller and to terminate the relationship with the Seller based on BoonFair internal quality assessment of the Seller.

2. ACCESS TO PLATFORM

2.1 The Seller is responsible for maintaining up to date information pertaining to their business on BoonFair such as, but not limited to, address and bank account number. BoonFair is not responsible for any liability arising from incorrect information supplied by the Seller.

2.2 The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify BoonFair from any damages or injury resulting from any unauthorized use of its password.

2.3 Any correspondence or communication received through the BoonFair.lk and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and BoonFair shall be entitled to rely on such correspondence or communication.

 

3. FEATURING PRODUCTS ON THE PLATFORM

3.1 BoonFair shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by BoonFair.

3.2 BoonFair may offer additional promotions/discounts over and above a Seller’s Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Commission and/or Fees charged on such a transaction will however be upon the Sellers Listed Price.

3.3 The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of BoonFair.

3.4 Any particular Product(s) featured on the Platform may be delisted by BoonFair if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.

3.5 Seller shall provide BoonFair with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.

3.6. BoonFair reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

3.7 Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with BoonFair.

3.8 BoonFair will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.

 

4. SELLER OBLIGATIONS TO CUSTOMER SERVICE

4.1. BoonFair may forward questions or complaints received by BoonFair Customer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to BoonFair on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

4.2. On receiving Seller’s response to any question or complaint, BoonFair shall promptly forward the response to the Customer.

4.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.

 

5. COMMISSION

5.1 As an agent for the Seller, BoonFair shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.

5.2 Commissions are calculated as a percentage of tax inclusive sales price.

5.3 These Commissions are deducted by BoonFair when making a payout to the Seller defined under Payments.

6. PAYMENTS

6.1 BoonFair reserves the right to adjust the percentage Commission defined in the Commission schedule, providing suitable notice 14 days in advance to the Seller before enactment.

6.2. All payments will be made in Srilankan Rupees. In case the Seller wishes to change the information regarding their Bank Account, they may do so by updating their Bank Account information through BoonFair.lk seller account. 

6.3 Payments will be made via online transfer to the Bank Account specified by the Seller in the BoonFair.lk seller account.

6.3.1 We consider the expected delivery as 7 days from the date of shipping.

6.3.2 After 14 days from the expected delivery date, the seller will be able to request a  withdrawal if the withdrawable amount is Rs. 1000 or more.

6.3.3 All payment withdrawal requests will be processed every Sunday.

6.4 Commission fees that are to be paid to BoonFair for cash on delivery products must be paid on a bi-monthly basis. The first payment should be done on the 15th day of the month and the second payment should be done on the 30th day of the month.  Sellers can skip the mid month payment if the due payment limit does not exceed Rs. 1000.

6.5 The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and BoonFair shall have no liability in this regard.

7. WARRANTIES

7.1. The Seller warrants to BoonFair that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:

7.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

7.1.2. Be of merchantable quality and fit for the purpose(s) intended; and

7.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.

7.2. The Seller furthermore warrants and represents to BoonFair that:

7.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.

7.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.

7.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.

7.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Srilanka and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.

7.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

7.2.6. It is legally entitled and permitted to sell the Products that it is listing.

7.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.

7.2.8. It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify BoonFair against the consequences of any such violation.

7.2.9. All information, including but not limited to all information furnished to BoonFair with regards to the Products is accurate and up-to-date.

7.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.

7.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

7.2.12. The entry, delivery and performance of this agreement or any Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.

7.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon BoonFair’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

7.2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for BoonFair to feature the Products on the Platform, at its own cost.

7.2.15. BoonFair may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to BoonFair within seven (7) Business Days of such request being made.

7.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.

Please note all mobile devices should have a Telecommunication Regulatory Commission (TRC) approved sticker in order for a seller to be selling any mobile devices which are connected to the Cellular Networks inserting a SIM.

Therefore, please obtain a TRC approval and place the sticker on all mobile devices that you wish to sell with us.

 

8. INTELLECTUAL PROPERTY

8.1. The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

8.2. The Seller undertakes and represents to BoonFair that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. BoonFair acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

8.3. The Seller represents and warrants to BoonFair that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.

8.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.

8.5. The Seller shall not be entitled to use any Intellectual Property belonging to BoonFair without BoonFair’ prior approval in writing.

8.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of BoonFair or Seller’s on the platform or otherwise tarnish or dilute any BoonFair or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party

 

9. INDEMNIFICATION

9.1. The Seller agrees to release, defend, indemnify and hold harmless BoonFair, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

9.1.1. any defect in Products sold to any Customer;

9.1.2. any claim made by any Customer on the basis of any Contract;

9.1.3. any defect in the packaging or shipping of a Product by the Seller;

9.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;

9.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or

9.1.6. any breach in any warranty or representation made herein.

 

10. LIMITATION OF LIABILITY

10.1. The Platform And BoonFair.lk, Including All Content, Software, Functions, Materials And Information Made Available On Or Provided In Connection With The Seller’s Access To And Use Of The Platform And The BoonFair.lk, Are Provided “As-is.” The Seller Acknowledges And Confirms That It Will Access And Use The Platform And The BoonFair.lk At Its Own Risk. To The Fullest Extent Permissible By Law, BoonFair Disclaims:

(i) Any Representations Or Warranties Regarding This Agreement, The Contracts Or The Transactions Contemplated By This Agreement, Including Any Implied Warranties Of Merchantability, Fitness For A Particular Purpose Or Non-infringement;

(ii) Implied Warranties Arising Out Of Course Of Dealing, Course Of Performance Or Usage Of Trade; And

(iii) Any Obligation, Liability, Right, Claim Or Remedy In Tort, Whether Or Not Arising From BoonFair’ Negligence. BoonFair Does Not Warrant That The Functions Contained In The Platform And BoonFair.lk Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And BoonFair Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

BoonFair Does Not Warrant That The Functions Contained In The Platform And BoonFair.lk Will Meet The Seller’s Requirements Or Be Available, Timely, Secure Uninterrupted Or Error Free, And BoonFair Will Not Be Liable For Any Service Interruptions, Including But Not Limited To System Failures Or Other Interruptions That May Affect The Receipt, Processing, Acceptance, Completion Or Settlement Of Any Contracts Or Transactions.

10.2. Because BoonFair Is Not A Party To The Contracts Between Customers And Sellers, If A Dispute Arises Between Them, The Customer And Seller Release BoonFair (And Its Agents And Employees) From Claims, Demands, And Damages (Actual And Consequential) Of Every Kind And Nature, Known And Unknown, Suspected And Unsuspected, Disclosed And Undisclosed, Arising Out Of Or In Any Way Connected With Such Disputes.

10.3. BoonFair Will Not Be Liable (Whether In Contract, Warranty, Tort (Including Negligence, Product Liability Or Other Theory) Or Otherwise) To The Seller Or Any Other Person For Cost Of Cover, Recovery Or Recoupment Of Any Investment Made By The Seller In Connection With This Agreement, Or For Any Loss Of Profit, Revenue, Business, Or Data Or Punitive Or Consequential Damages Arising Out Of Or Relating To This Agreement, Even If BoonFair Has Been Advised Of The Possibility Of Those Costs Or Damages. Further, BoonFair’ Aggregate Liability Arising Out Of Or In Connection With This Agreement, The Contracts Or The Transactions Contemplated Will Not Exceed At Any Time The Total Commission During The Prior Three Month Period Paid By The Seller To BoonFair Except For Under Clause 5.6.

 

11. FORCE MAJEURE

11.1. BoonFair shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of BoonFair’ obligations if the delay or failure was due to any cause beyond BoonFair’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond BoonFair’ reasonable control:

11.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

11.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

11.1.3. import or export regulations or embargoes;

11.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of BoonFair or of a third party);

11.1.5. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;

11.1.6. power failure or breakdown in machinery.

11.2. BoonFair may, at its option, fully or partially suspend delivery/performance while such circumstances continue and BoonFair shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.

 

12. DROPSHIP

12.1 Dropshipping is strictly prohibited.

 

13. CANCELLATIONS, REJECTIONS, RETURNS AND REFUNDS

13.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

13.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any cancelled status orders for shipment.

13.3. The Seller authorizes BoonFair to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

13.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), BoonFair may, at its discretion, charge the entire cost of shipping the Product to the Seller.

13.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:

13.5.1. Defective/Damaged Product

13.5.2. Incorrect Product

13.5.3. Incomplete Product

13.6. In case of a return, BoonFair may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to BoonFair or to the Seller.

13.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by BoonFair’ inquiry into and decision as to the condition of the Product at the time of delivery.

13.9. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize BoonFair to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs BoonFair to dispose the Product.

13.10. BoonFair may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.

13.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.