Policies and rules for sellers in CIVILI B2B

Updated on September 21, 2023

between

1) Stores that sell products in CIVILI B2B which are individuals or juristic persons established according to the laws of Thailand. with identification number / registration number and have residence/registered address at Hereinafter referred to as the “Seller”

and

2) CIVILI Global Fintech Shewan Company Limited, a company established under the laws of Thailand. with registration number 0105564070312 and registered address at 1469/5 Soi Phatthanakan 31/1, Phatthanakan Road, Suan Luang Subdistrict, Suan Luang District, Bangkok 10250, Thailand, hereinafter referred to as "CIVILI B2B"

 

Where CIVILI B2B is a platform provider related to e-commerce business.

Where the seller wishes to enter into a contract with CIVILI B2B with the bona fide intention of selling its products to customers through the platform provided by CIVILI B2B.

 

Both sides therefore agreed as follows:

Both parties agree to abide by all terms and conditions set forth in Appendix A: General Terms and Conditions of the Seller Agreement and Appendix B: Special Terms and Conditions. with honest intent As any person would do in conducting their business. and strictly comply with all applicable laws regarding public order or good morals. Unless there are terms and/or changes agreed upon by both parties in writing.

 

Appendix A sets out the framework agreement. (Margate Place)

-Seller Agreement-

General terms and conditions

1. Scope

1. These general terms and conditions (hereinafter referred to as "These Terms") apply to the Seller's agreement between CIVILI Global Fintech Chewan Company Limited, a company incorporated under the laws of Thailand. with registration number 0105564070312 and registered address at 1469/5 Soi Phatthanakan 31/1, Phatthanakan Road, Suan Luang Subdistrict, Suan Luang District, Bangkok 10250, Thailand, hereinafter referred to as “CIVILI B2B” and sellers in the product market (hereinafter referred to as “Seller”) for activities that CIVILI B2B provides to sellers in listing and selling products. (hereinafter referred to as “Products”) on and through any of the following websites: www.civilimall.com or any other internet domain property of CIVILI B2B (hereinafter referred to as “platform”), consolidate, align and conduct all transactions involving sellers through the platform. As a representative for processing payments to sellers and creating content and other related commercial activities. (hereinafter referred to as “commercial activities”) and/or order management activities or other activities of the same nature that CIVILI B2B provides to sellers (hereinafter referred to as “various activities”) as agreed in writing by CIVILI B2B and the seller.
2. These Terms take precedence over any other terms and conditions unless otherwise specified in the Seller Agreement.
3. Words and expressions defined in the Special Terms will have the same meanings as in these Terms. Unless otherwise defined in this case.
4. The Seller may not assign, transfer or subcontract any or all of its rights and/or obligations. arising from the seller's agreement without the written consent of CIVILI B2B CIVILI B2B may assign, transfer or subcontract any or all of its rights and/or obligations. arising from the seller's agreement
5. The seller will inform you the name. Telephone number and/or email addresses of contacts during business hours for communication purposes that support work performance. Other related transactions Including other information that CIVILI B2B requests. but not limited to Content on the website commercial activities Updating stock levels and updates on prices and activities under this agreement.

 

 

Section A. Provisions applicable to product listings on the platform

2.Information about products and content on the website

1. The seller will provide the content. It consists of complete and accurate product information, text, images, and other information related to each type of product that the seller makes available for listing for sale through the platform or for use in other activities provided by CIVILI B2B. Enter the format specified by CIVILI B2B. Seller will promptly update the Content as necessary to ensure its accuracy and completeness at all times.
2. The seller will ensure that the content Any subsequent offers and sales of merchandise are In accordance with applicable law (including minimum age requirements Labeling marks and regulations Product guarantees, specifications, drawings, samples and operating criteria) and no images containing sexually explicit content or sensitive topics that may cause conflict in society. (except in the case of express written permission from CIVILI B2B or permitted by applicable law) Content that is defamatory or obscene.
3. CIVILI B2B reserves the right to immediately suspend listings and sales on the platform if any part of the content is inaccurate, incomplete or does not comply with applicable law. At the sole discretion of CIVILI B2B.
4. The seller must compensate and be responsible for the value. (including attorneys' fees and court costs as basic damages), any and all costs, fines, indemnities, losses, damages and liabilities arising out of any claim, demand or any other action resulting therefrom. from incorrect information Incomplete or illegal or otherwise related to the content provided by the seller. Tor CIVILI B2B, subsidiaries and affiliated companies
5. Therefore, the Seller is responsible and represents that the Seller has obtained all permissions, licenses or approvals necessary to sell the Products through the Platform. or will receive those things before listing products on the platform CIVILI B2B reserves the right to terminate and suspend the status of such sellers at CIVILI B2B's discretion. If the seller violates these terms
6. Seller will not provide any content or attempt to list on the platform any products or provide global resource markers. (“URL Symbol”) for use on the Platform or solicit the use of any URL symbols on the Platform, unless the Seller has the right to publish the content and has the right and license to sell the merchandise under applicable law.
7. Content provided must be in the language specified by CIVILI B2B. and within the limits established by applicable law. in English and/or the language of the country in which the products are listed for sale through the Platform.
8. Seller can add message Any disclaimers, warnings, notices, labels or other content required by applicable law. and/or that CIVILI B2B recommends presenting such information. which is related to the offer Promotion, advertising, or product sales
9. Seller grants to CIVILI B2B a non-exclusive, worldwide, perpetual, and irrevocable license to use, reproduce, display, distribute, modify, To suit, change, adjust to a new format. Create a work piece that is developed from said product. and commercially or non-commercially exploit in any manner any or all content provided by Seller. and in sub-licensing the foregoing rights to affiliates and operators of CIVILI B2B.
10. CIVILI B2B may use various mechanisms. that is evaluation or allow customers to evaluate or review the seller's products. and/or the seller's performance as a seller. And CIVILI B2B can open such evaluations and criticisms to the public.
11. Notwithstanding the provisions of these Terms. However, CIVILI B2B has the right at its discretion to determine the content, structure, appearance, design, and usability. and other characteristics of the platform, including commercial activities and any other activities, if any (including the right to redesign, change, delete or edit the content, appearance, design, meta tags, headings, markups, style sheets, manuscripts, applications, internal and external links and any component, appearance, part or other characteristic thereof (including any product listings) from time to time.

 

3.Trade activities

A. Shop in Shop (“SIS”) activities that will bring specific design features to the platform. That will enhance the presentation of the seller's image on the first page that is specifically for that purpose.

B. Search Engine Marketing (“SEM”) activities, which will lead to bidding on keywords related to products and sellers. on electronic search engines and/or

C. Social Media Activities (“SMA”) which will lead to the promotion of products and/or sellers on the first page of CIVILI B2B. on social media platforms

1. CIVILI B2B reserves the right, at its sole discretion, to decide the schedule and related allocation for each specific commercial activity. Unless the parties have agreed otherwise in writing.
2. The seller will not engage in fraudulent activities. Unauthorized, inappropriate, or illegal which involves engaging in or using the merchant's commercial activities. whether directly or indirectly and intentionally with knowledge, negligence and recklessness. Such activities include but are not limited to : 

A. Creating a click button Text display Fraudulent, duplicative or invalid inquiries or other interactions, whether through the use of automated applications or otherwise.

B. Collect any user data, index or cache any portion of the Platform, whether through the use of automated applications or otherwise. Except for commercial activities offered by CIVILI B2B.

C. Communication with the target person in any manner that is intentionally directed at the recipient. who are users on the platform

D. Interfering with the proper functioning of the platform, activities, or systems of CIVILI B2B.

E. Spreading viruses or Trojans or any other malicious code; or

f. Try to circumvent any mechanisms that CIVILI B2B uses to detect or prevent such conduct.

G. Buying, re-purchasing and/or using any means to obtain its products through employees, representatives, contractors or affiliates. and/or creating unauthorized or illegal fake customers on the signup or registration page. Whether it is to gain benefits or gain rights or receive any special privileges from CIVILI B2B or honest customers

H. Creating any situation that may cause a negative impact on the reputation of CIVILI B2B.

1. Commercial activities It is considered part of the various activities that CIVILI B2B provides to its sellers. which is consistent with the current regulations
2. Sellers have a strict obligation to report to CIVILI B2B. Upon becoming aware of any suspicious activity that is not a normal business operation of CIVILI B2B and to avoid, prevent, or deny any involvement, connection, and/or relationship with suspicious activities. Whether the activity is illegal is fraud or is any other improper or incorrect transaction. This may occur in violation of any rights of CIVILI B2B. Otherwise, it will be considered that the seller has intentionally violated the essential intentions under this agreement. Regardless of anything else that has been said before.

 

4.Updating stock levels and updating sales prices

1. The seller must provide updated information. complete and sufficient which is related to product status Product level in stock and the selling price of each item that the seller has prepared to list for sale through the platform. Whenever and in the format specified by CIVILI B2B.
2. Seller will use its best efforts to provide the most appropriate selling price for each item to be listed for sale through the Platform. By comparing prices of the same products listed for sale through electronic platforms and/or retail stores. or other marketing channels at any time in the format specified by CIVILI B2B. Regardless of any other provisions in these Terms.
3. The price set by the seller on the CIVILI B2B platform is The price must not be higher than the price of the same product. which customers can buy or find services or in smaller quantities under the same terms and conditions If the seller offers the same price to the buyer. or less quantity Under the same terms or conditions This is lower than the price sold on the CIVILI B2B platform during the same period. It is considered that the price given is lower than the price on the CIVILI B2B Platform is also the price on the CIVILI B2B Platform.

 

5. Suspension of product listings on the platform

 

Part B. Provisions applicable to the sale of goods on the platform

6. Access to IT tools

1. Any password that CIVILI B2B provides to the Seller is valid only during the period in which the Seller is permitted to use the Platform. Manage the catalog of products listed on the platform. Update product information (such as product status, product level, and price) Receive and process electronic product orders. and verify completed transactions (as defined in Chapter 7 below)
2. The seller is solely responsible for maintaining the security of its password. The Seller shall not disclose its password to any third party (other than the third party authorized by CIVILI B2B to use the account in accordance with the Seller's agreement), and the Seller is solely responsible for You are solely responsible for any use or action of the person using the said password. If a distributor's password is at risk The seller must change the password immediately.

 

7.Customer information and customer service

1. CIVILI B2B will own account information regarding third parties who purchase products through the platform. (hereinafter referred to as “Customer”) Information regarding the sale of goods to customers through the Platform. (hereinafter referred to as “Order”) and information related to the transaction which includes payment Activity fee (as defined in Chapter 14 below) Payments, refunds, breach of contract fees and adjustments. and CIVILI B2B will not be responsible for paying any royalties or fees related to the use of any such customer account information to the seller.
2. Seller will not confirm orders, transactions, shipments or provide any additional information regarding order processing to customers. through various methods This includes letters, emails, telephone calls, faxes, or other means of communication.
3. CIVILI B2B will be responsible for dealing with customer related orders at CIVILI B2B's sole discretion. Responsibilities of CIVILI B2B and sellers regarding packaging Product management, shipping, returns, warranties and orders It will be in accordance with the mode of action specified in Chapters 10 and 11 below and approved by the parties. Under the buyer's agreement
4. CIVILI B2B shall have the right, at its sole discretion, to determine whether the customer will receive a refund. modification Or changing the product? The seller will reimburse the full cost of such activities to CIVILI B2B. It is considered the seller's own expense.
5. Seller must make use of customer information disclosed by CIVILI B2B. or has been collected or acquired under this Agreement. For various purposes under this agreement only. Seller will not sell, assign, license, publish, rent, or otherwise commercially exploit Customer Data. or make use of Customer Data in any manner for the Seller's benefit other than the purposes under this Agreement. Seller will not data mine, crawl, or extract data for statistical or commercial analysis purposes or otherwise from or related to Customer Data. All customer information shall not be disclosed to any third party without the prior written consent of CIVILI B2B. Customer information must be disclosed within the seller's organization on a need-to-know basis.

 

8. Order confirmation

1. CIVILI B2B may suspend due diligence and/refuse to process any order or transaction at its sole discretion. CIVILI B2B may use the services of third party operators or financial institutions or other service providers in connection with the Platform. Just one or more is fine.
2. The price stated in the Order is not subject to any variation and shall include processing costs (such as packaging, storage or delivery costs) unless otherwise agreed. in writing This will depend on the format for processing product orders. (hereinafter referred to as "Form of operation") as agreed between the seller and CIVILI B2B. and includes activity fees and the risks associated with carrying out (if any) various activities and the method of payment of orders. CIVILI B2B reserves the right to refuse any order form or payment for merchandise and to not pay or accept any discounts, coupons, gift cards or other offers or incentives provided by the seller unless the The seller will pay the full amount of the price specified in the order. Even if the listed price for the item is incorrectly stated.
3. Seller assumes all risk of fraud or loss. Regardless of whether the matter occurred due to the seller or the customer. The Seller will notify CIVILI B2B of any changes to the nature or specifications of the Products or any pattern of fraud or improper conduct in connection with any Products, which may result in an incident of fraud or failure. It is appropriate to be more serious towards transactions involving merchandise.

 

9.Order Processing

A. Drop shipping: The seller is responsible for sourcing, storing, selling, and packaging all products. Including sending the product to the recipient at the delivery address specified in the order. CIVILI B2B will provide support by coordinating matters related to product delivery. and sales activities, which include answering customer inquiries and handling product returns.

B. Processing by Third Parties: The Seller is responsible for sourcing and delivering the Products to the locations arranged by CIVILI B2B. CIVILI B2B will provide support through selected third parties in coordinating warehousing, selling, packaging and invoicing activities related to the products. (only if title to the Goods remains in the Seller's sole possession until full enforcement of the Customer Agreement) including delivery of the Goods to the recipient at the address specified in the Order. CIVILI B2B will provide support in coordinating after-sales activities. This includes answering customer inquiries and handling returns.

1. The seller is responsible for providing all products with a warranty as required by applicable law and/or at the advice of CIVILI B2B.
2. Seller is responsible for executing orders for all products related to quantity. which are sold through the platform and/or as notified by CIVILI B2B All orders are final and cannot be canceled or revoked by the seller. Unless otherwise specified in these Terms.
3. Agreement for the supply of goods as specified under the order. (hereinafter referred to as “Customer Agreement”) must be executed by CIVILI B2B after receiving the receipt signed by the Customer. Ownership of the Goods remains with the Seller until the Customer Agreement is executed. CIVILI B2B will not be or be considered a party to the Customer Agreement. and will not be legally responsible for other parties involved in such matters.
4. The seller promises to fully comply with all applicable laws. This includes, but is not limited to, consumer protection criteria relating to the sale of goods through the Platform under customer agreements.
5. CIVILI B2B reserves the right to change, limit or cancel the use of freight forwarders at its sole discretion.
6. CIVILI B2B can allow sellers to deliver products at the seller's expense. (related to the relevant mode of operation) using discounted shipping rates recommended by CIVILI B2B. Shipping rates here may be changed by the carrier from time to time. Seller will not use information related to carrier accounts, numbers, and shipping rates for any purpose other than to fulfill its obligations under this Agreement. And do not disclose such information to any third parties. The seller will keep such information secret. Ownership and risk of loss for any merchandise sent using discounted shipping rates which The materials provided by CIVILI B2B under this clause shall remain with the Seller. The shipping rates provided by CIVILI B2B will not create any legal liability or responsibility for CIVILI B2B in the event of delays, damages, losses or expenses incurred during transportation. The seller must authorize the relevant freight forwarder to provide shipping tracking information to CIVILI B2B.
7. The seller is responsible for all costs incurred in transporting the goods. and the cost of transporting faulty products (This refers to any Customer Agreement that cannot be completed because a) the delivery address specified in the Order is incorrect; b) the Customer cannot be contacted despite multiple attempts to contact; The number of delivery attempts will be determined by the carrier on a case-by-case basis; or c) the customer rejects and cancels the order while the products have been delivered to the address specified in the order); or Returning products This includes transportation costs and freight insurance. Any costs assessed or incurred by CIVILI B2B. related to transport of goods It will be deducted from the amount due to the seller. or by other means as selected by CIVILI B2B. And the seller will be responsible for paying all customs duties, taxes, and other taxes and any other fees related to shipping and getting the goods through customs.
8. CIVILI B2B reserves the right to limit the delivery destinations of sellers' products sold through the platform. At the sole discretion of the Company
9. If the seller ships the product from another country. The seller is responsible for completing the import process. You are responsible for your own expenses. (including identifying yourself as the importer/consignee and appointment of a customs broker) If CIVILI B2B is listed on any import documents, CIVILI B2B reserves the right to refuse to accept the goods and/or cancel orders covered by such import documents. and any expenses assessed or incurred by CIVILI B2B will be deducted from the amount payable to the seller. or by other means as selected by CIVILI B2B.
10. The seller must follow standard work procedures. Weight and size requirements and other shipping requirements of the freight forwarders using the service If CIVILI B2B has informed the seller of the estimated shipping costs before sending the product. It is considered that the seller acknowledges and agrees that the actual shipping costs for which the seller is responsible are:

A. It may exceed the estimated shipping costs. If the shipper specifies that the said item is heavier than (which will depend on the shipper's volumetric weight calculation) specified by the seller or

B. May be based on the full amount of estimated shipping costs. Even if the shipper states that the weight is less than the seller states.

 

10.Provisions applicable to order processing while using the dropshipping fulfillment model.

1. In addition to these terms and conditions The provisions of this Chapter 10 (Ten) apply to orders processed under the drop shipping fulfillment model. with the exception of the provisions specified in Appendix B
2. CIVILI B2B will provide the Seller with information related to each order placed through the Platform.
3. Seller will stop and/or cancel any orders according to CIVILI B2B's instructions. If the customer has already been charged for the said order. CIVILI B2B will issue a refund. (and any adjustments) and credit to that customer's account The seller must repay the amount credited to CIVILI B2B in full.
4. The seller will be responsible for and assumes all legal risk and responsibility solely for sourcing, storing, selling, packaging, and providing warranty for all products. (all as required by applicable law) including delivery of the goods to the recipient and delivery address specified in the order. and the seller is responsible for any non-conformity or defect, damage or theft. or claims related to product sourcing, sales, packaging To deliver or not to deliver the goods? or any other issues that arise related to order processing. Except to the extent arising from:

A. Credit card fraud that CIVILI B2B is responsible for.

B. CIVILI B2B's inability to provide information about orders to sellers.

1. If there is a legal requirement The Seller shall be responsible for procuring appropriate insurance covering the above mentioned events. including other obligations under this agreement
2. The Seller shall use its best endeavors to perform the duties specified in Sections 6.1 and 6.2 within 24 hours of receipt of the Order.

6.1 Pickup: Seller must make merchandise available for pickup within 24 hours from the order date displayed at the Seller Information Center.

6.2 Product Delivery: The seller must deliver the product to the location arranged by CIVILI B2B within 24 hours from the order date shown at the seller information center.

 

11.Provisions applicable to order processing when using services operated by third parties.

1. CIVILI B2B reserves the right to change the deadline and cancel orders if the seller is unable to meet the deadline. Notwithstanding any provision of these Terms.
2. In addition to these terms and conditions [Except for the provisions specified in Chapter 10 (ten)] The provisions of this Chapter 11 (eleven) apply to orders placed by third party form operations. When the seller is required to execute a separate final agreement with a third party.

CIVILI B2B will provide the Seller with information related to each order placed through the Platform.

1. CIVILI B2B may stop any order at its sole discretion. Additionally, Seller will stop and/or cancel any order as per CIVILI B2B's instructions. If the customer has already been charged due to the said order. CIVILI B2B will issue a refund. (and any adjustments) and credit to that customer's account The seller must repay the amount credited to CIVILI B2B in full.
2. The seller will be responsible for and bears all legal risk and responsibility solely for sourcing the goods. Delivery of products to the locations arranged by CIVILI B2B This includes providing a warranty for the product. As such, the seller is responsible for any non-conformity or defect, damage or theft. or claims related to the sourcing of goods and delivery of goods to the locations arranged by CIVILI B2B. Except to the extent arising from:

A. Credit card fraud for which CIVILI B2B is responsible; or

B. CIVILI B2B's inability to provide information about orders to sellers.

 

1. If there is a legal requirement The Seller shall be responsible for procuring appropriate insurance covering the above mentioned events. including other obligations under this agreement
2. To transport goods to the CIVILI B2B location. The seller must prepare the merchandise at his/her location ready for pickup by CIVILI B2B. (Incoterm DDP Delivery Terms) unless different delivery terms are provided in the Seller Agreement)
3. Products must be delivered to the location arranged by CIVILI B2B with packaging as agreed. and in packaging that guarantees the integrity of the delivered goods in any case, if the goods need to be transported in pallets. The goods must be 80x120 cm (eighty by one hundred twenty centimeters) or 100x120 cm (one hundred by one hundred twenty centimeters) and have a maximum gross weight of 450 kg (four hundred and fifty kilograms), unless there are other requirements. in agreement (Agreement) of the Seller The seller is legally responsible for damage to the goods resulting from faulty or improper packaging.
4. In the event that the product is incorrectly or inappropriately packaged or labeled. CIVILI B2B can return the product to the seller at the seller's expense. or arrange for repackaging or relabeling at the seller's expense. At the sole discretion of the Company
5. In the event that the seller is unable to comply with the packaging or labeling standards that may be prescribed by CIVILI B2B. CIVILI B2B reserves the right to refuse or accept delivery of any unsuitable merchandise or merchandise, provided the Seller is notified of such rejection in writing within 10 (ten) days from receipt of the merchandise. such CIVILI B2B can arrange return shipping at the seller's expense. or dispose of any unsuitable products in the following cases:

A. If CIVILI B2B decides that such products Cause safety, health, or legal responsibility to CIVILI B2B. Personnel of CIVILI B2B or any third party and to the customer, CIVILI B2B will take immediate action.

B. If the said goods are inconsistent (in terms of quantity, quality or specifications) with the order.

C. If the seller is unable to notify CIVILI B2B to return or dispose of any unsuitable products within 30 (thirty) days from the date of giving CIVILI B2B notification of rejection of this Chapter 9.

D. The seller's inability to comply with the packaging requirements as specified by CIVILI B2B. It is considered that the seller waives all rights to submit claims and claims for damages incurred during transportation. However, if the transporter which no matter who it is Refusal to accept the order and if costs are incurred. Such costs will be the full responsibility of the seller.

1. In the event that the product is shipped before the date specified in the order. CIVILI B2B will have the right to receive the product or arrange for the return of the product to the seller at the seller's expense.
2. The product must be accompanied by a shipping invoice stating the following information: Name of the seller. Order Number Quantity Product Description (including but not limited to List of codes for incoming goods List of barcode codes for imported goods Product details Warranty status per product), gross weight and net weight Delivery location and the recipient of the product Reason for transportation and information expressly required by applicable law. and other required documents (including tax invoices)
3. CIVILI B2B's confirmed delivery receipt does not:

A. State or infer that any goods were delivered without loss or damage; or

B. State or infer that CIVILI B2B received the product. according to the number of units specified by the seller for the said delivery or

C. Waive, limit or reduce any rights of CIVILI B2B under these Terms.

1. As part of the operations of CIVILI B2B and unless prohibited by law CIVILI B2B will provide support through third parties of the Company's choosing. Concerning the coordination of product storage activities once the company confirms receipt of the product. and will keep an electronic record which will track the inventory of various products by indicating the number of products stored at the CIVILI B2B locations. CIVILI B2B will not be required to materially mark or distinguish items from other inventory belonging to Seller that is located in CIVILI B2B's designated premises. If CIVILI B2B chooses to mix the products with other products on the premises of CIVILI B2B or any third party, both parties agree that In order to specify what is considered to be a good, CIVILI B2B's records are sufficient to identify if any products are lost or damaged during storage. CIVILI B2B will compensate the seller for the value of the new product. and the seller will provide a tax invoice for compensation for the value of the new products paid to the seller to CIVILI B2B as requested by CIVILI B2B. Payment of this new merchandise value represents CIVILI B2B's entire legal liability for any duties or obligations that CIVILI B2B or its agents or representatives may have in maintaining the merchandise in the warehouse. and it is the seller's only right or remedy that the seller may receive as the owner of the warehouse. On all other occasions Seller will be solely responsible for any loss or damage to the goods.
2. During storage CIVILI B2B will coordinate to provide product warranty protection against damage, loss, or theft by covering the full value of the product, such as the cost of sourcing the product as detailed on the delivery note. This is the time when CIVILI B2B announces that the merchandise has been stolen, lost or damaged.
3. CIVILI B2B reserves the right to impose and change limitations on the timing and quantity of transportation and storage of CIVILI B2B inventory at locations arranged by CIVILI B2B from time to time. and the seller must abide by such restrictions and restrictions.
4. As part of the operations of CIVILI B2B and unless prohibited by law CIVILI B2B will provide support through third parties of the Company's choosing. About coordinating the delivery of products received at CIVILI B2B locations. by service provider to the recipient and address specified in the order CIVILI B2B may coordinate through third parties of its choosing to additionally package or change the packaging of products. To guarantee the integrity of the product during delivery to customers. At the sole discretion of the Company CIVILI B2B may facilitate delivery of merchandise along with products within CIVILI B2B's premises or those of third parties. Including any company in the CIVILI B2B group
5. The insurance company that CIVILI B2B coordinates is the insured. will be responsible for any damages incurred by criminals or lawsuits related to the delivery of goods from the CIVILI B2B arranged location to the address specified in the order. Except in respect of any damages arising directly or indirectly due to the acts or defaults of Seller and/or its employees, agents or contractors.
6. CIVILI B2B will handle tax invoices or receipts and/or delivery notes on behalf of the Seller in accordance with applicable law. This document must also be included in the package. At the end of each month Seller may request copies of all documents related to the invoicing and/or delivery of orders issued by CIVILI B2B and by third party logistics providers.
7. In the event of a faulty delivery, loss or damage to the product that has already been sent. Determination of the cause of product misdelivery, loss or damage is at the sole discretion of CIVILI B2B. whether arising directly or indirectly due to the acts or defaults of Seller and/or its employees, agents or contractors; CIVILI B2B will:

A. Send replacement products to the customer and pay compensation for the value of the new products to the seller, or

B. Process refunds to customers. and pay compensation for the new product value for those products to the seller

1. Any salable merchandise that has been properly returned. It will be returned to the seller's inventory list. CIVILI B2B can process merchandise orders using any merchandise that has been returned. The seller will have the right to take possession of all products returned by the customer. CIVILI B2B reserves the right to inspect and decide at its sole discretion whether such products are suitable for sale or not.
2. If CIVILI B2B exchanges products or refunds money to customers. The customer must return the original product to the location arranged by CIVILI B2B. CIVILI B2B will have the right to dispose of products. or if the product can be sold CIVILI B2B can place the item back in the seller's inventory list. It's up to the company to choose. If the said product is returned to the warehouse list The seller will pay compensation for the value of the new merchandise that is returned to CIVILI B2B. Any exchange of goods sent on behalf of CIVILI B2B under these terms. It will be processed in the same manner as an order or sale of such Goods from the Seller to the Customer through the Platform under these Terms.
3. The seller can request the return of the product to the seller at any time. CIVILI B2B can return merchandise to the seller for any reason. Including when the seller's agreement is terminated. The Seller is responsible for picking up the returned products at the location arranged by CIVILI B2B within 15 (fifteen) business days after written notification has been given to CIVILI B2B. Returned products will be sent to the seller's specified delivery address in the same country from which the products were sent on behalf of CIVILI B2B. If CIVILI B2B has a seller's address that is not current, is incorrect, or is in a foreign country. or if CIVILI B2B is unable to arrange for the seller to pay the return fees. Such merchandise will be considered abandoned and CIVILI B2B may choose to dispose of the merchandise as specified herein in any manner it deems appropriate.
4. Seller can request CIVILI B2B to dispose of the product at any time. CIVILI B2B can dispose of merchandise in any manner that CIVILI B2B deems appropriate. The right of possession of the disposed products will be transferred to CIVILI B2B without any cost to CIVILI B2B. and CIVILI B2B will continue to retain the revenue received from the disposal of any and all merchandise, if any.
5. The seller must follow the instructions given by CIVILI B2B. In matters related to the suspension of any potential operations at the premises provided by CIVILI B2B.

 

12. Errors, defects and non-compliance with product specifications.

1. The seller guarantees that the goods delivered will be (sent to the customer or to the location arranged by CIVILI B2B As specified by CIVILI B2B) will be in accordance with the requirements specified on the platform and applicable laws. (that the products conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene requirements) and are free from errors and defects; CIVILI B2B reserves the right to conduct quantity and quality checks at any time. either directly or through third parties selected by the Company. and any errors, defects or non-conformities must be notified to the Seller by written notification within 30 (thirty) days from the date the error, defect or non-conformity was discovered. according to such requirements
2. In the event of any errors, defects, or non-compliance with applicable laws and/or requirements specified on the Platform in connection with the products delivered to the customer or to the location. Organized by CIVILI B2B CIVILI B2B will request the seller to remove the product. and all costs and expenses associated with the removal of the goods will be the responsibility of the seller. or CIVILI B2B may request the Seller to collect merchandise affected by defects, errors, or non-conformities. and to exchange products All costs and expenses associated with collection and replacement of such items shall be the responsibility of the Seller.
3. In any event, CIVILI B2B reserves the right to request compensation for any damages suffered as a result of errors, defects or non-compliance.
4. The Seller shall indemnify and hold CIVILI B2B harmless against any and all costs, losses, expenses, or damages arising from third-party complaints. legal action and any legal action against CIVILI B2B and arising from or related to the sale and use of defective and/or non-conforming products. 

 

13.Returned products and faulty deliveries

1. The seller must accept the faulty delivery.
2. The seller must accept the return of the merchandise and be bound by CIVILI B2B's return policy.
3. If the customer has already been charged due to the said order. CIVILI B2B will refund the money to the customer. CIVILI B2B will route all refunds. (and any adjustments) and credit to that customer's account The seller must repay the entire amount credited to CIVILI B2B. CIVILI B2B reserves the right to modify or discontinue the mechanism for processing returns or updating any item at any time without prior notice.
4. CIVILI B2B is under no obligation to accept any returns at the location arranged by CIVILI B2B. This excludes any orders that are processed by CIVILI B2B using the specified processing format. However, CIVILI B2B may request that the merchandise be returned to the location designated by CIVILI B2B for inspection. Additional quality At the sole discretion of the Company If CIVILI B2B makes this decision directly or through a third party selected by the Company. during quality inspection that the returned product is faulty or damaged; The product must not be offered to any other customer. If this error or damage is caused by the customer Seller will not be responsible for accepting returned items. Unless otherwise specified in applicable law.
5. CIVILI B2B will arrange for the delivery of returned products which are received at CIVILI B2B's designated location. To be sent to the address specified by the seller. Always according to the seller's account The address must be in the country in which the product is listed for sale on the platform. The seller must provide the required documents to CIVILI B2B. This includes but is not limited to shipping labels/shipping manifests signed by both parties. (sellers and third party logistics providers) and corrections for receiving defective products. which is signed by both contracting parties (Seller and Third Party Logistics Service Provider) CIVILI B2B will use reasonable endeavors to arrange for delivery of the returned Products to the Seller's specified address within 30 (thirty) days after. Receive notifications from customers about returned products Seller is responsible for any non-conformity or defect or collective or individual recall of any Goods. Seller shall notify CIVILI B2B of any non-conformity, defect or Collective or private recall? or any such danger immediately. and coordinate and provide assistance to CIVILI B2B in connection with the recall of any merchandise, including initiating the process of returning the merchandise to the seller under standard CIVILI B2B procedures within 15 days. The seller will be responsible for costs and All expenses incurred by the seller, CIVILI B2B or any company affiliated with CIVILI B2B. in connection with product recalls or recalls of any dangerous products (including the costs of returning, storing, repairing, repaying or shipping any of these products to any seller or supplier);
6. Unless both parties have agreed otherwise in writing. CIVILI B2B will collect, mediate, and account for sales fees associated with any returned or misdelivered merchandise orders with the seller.
7. Seller agrees and is committed to following the structure for calculations as set out in Appendix B. Schedule D. 

 

14. Processing fee

1. CIVILI B2B will invoice the seller the net fee of VAT and all taxes enforced by law. (hereinafter referred to as “Processing Fee”) for the operations that CIVILI B2B performs for the Seller. (such as the process of listing products on the platform content production, commercialization or order fulfillment) in connection with applicable law. according to the price specified in the special requirements This will not be subject to any variation unless the parties agree otherwise in writing. in order to avoid doubt This processing fee will include:
2. commission fee, 2) payment fee, 3) shipping/logistics fee and 4) minimum fee as detailed in Appendix B.
3. The invoice must contain the following information: Order number and date. Actions taken and detailed processing fees
4. Payment according to the invoice must be made by deducting money from the amount that CIVILI B2B receives from the customer. in transactions Unless otherwise agreed in writing. 

 

15.Payment

1. CIVILI B2B will collect all payments from customers. (including all cash on delivery payments) as payment processing agent for sellers and will send such money to the seller in accordance with these terms. and because it is a payment processing agent CIVILI B2B is not responsible for any matters related to the legality of payment transactions between customers and sellers in connection with orders placed through the Platform. The seller guarantees that all payment transactions comply with applicable law. (including anti-money laundering regulations) if clearly approved in writing by CIVILI B2B. The logistics service provider or freight forwarder can charge the customer. (including cash on delivery)
2. CIVILI B2B will reconcile and make payment. Processing fees, payments, refunds, default fees and any and all adjustments (“Payments”) in accordance with these Terms. Payments and fees will occur every week within the next 5 (five) business days. unless both parties agree otherwise in writing. The logistics costs must be passed on to the seller every week or every month according to the contract made between CIVILI B2B and the third party logistics service provider. by the amount that was deducted If the number is greater or less than the actual number caused by inaccurate calculation of the amount CIVILI B2B will reconcile and send details on the receipt/tax invoice. or related documents later
3. If CIVILI B2B concludes that the actions and/or practices of the seller related to the seller's agreement Customer agreement and these terms and conditions This may result in - disputes with customers, fraud, suspicion, refunds to customers. or other complaints, CIVILI B2B may withhold payment or terminate any account at its sole discretion. For a period not exceeding:

A. A period of 90 (ninety) days from the date of commencement of suspension proceedings.

B. Upon completion of any investigation regarding Seller's actions and/or practices related to the Seller Agreement. Customer agreement and current regulations

 

1. In the event that the seller violates the contract CIVILI B2B shall have the right to postpone or suspend payment without restriction. Any payment made by CIVILI B2B shall not be considered a waiver of such rights by the Company in any form. Under these Terms or the provisions specified in the Order
2. CIVILI B2B reserves the right to set order values and/or transaction limits. (either minimum or maximum limit) to some or all customers or sellers Related to the value of any transaction, the cumulative value of every transaction during a period of time. or the number of transactions per day or any other period of time. CIVILI B2B will not be legally responsible to the seller:

A. If CIVILI B2B does not process orders or transactions that may exceed the limits set by CIVILI B2B; or

B. If CIVILI B2B allows customers to withdraw money from a transaction due to the platform or product being unavailable at the time the transaction was initiated.

C. Seller shall be responsible for all applicable taxes, duties, fees and other charges incurred or related to such payments. Seller promises to CIVILI B2B that it will pay all such taxes, duties, fees and other levies on time. To the extent required by applicable law. CIVILI B2B will be entitled to withhold any and all taxes relating to payments. In the event that CIVILI B2B is determined to be responsible for any taxes related to the payment. Seller shall reimburse CIVILI B2B for such tax liability regardless of when such tax liability is assessed. 

 

16. Default fee

1. If the seller cancels or refuses to process the order. or does not comply with Chapter 10.6) or any other provisions of these Terms. which leads to order cancellation (either by the seller or by CIVILI B2B) and additional fees specified in the special conditions. This is in line with the operations that CIVILI B2B has provided and will provide to the seller. according to order (hereinafter referred to as “Default Fee”)
2. CIVILI B2B will issue an invoice for the default fee. net value added tax and all other taxes and fees required by law to Seller, if any. Such invoice will be sent to Seller and will contain the following information: Order number and date, Products and Detailed processing fees
3. Payments related to default fees This must be done by deducting money from the amount that CIVILI B2B receives from customers in transactions. Unless otherwise agreed in writing.

 

17. Organization and independence of the seller

1. CIVILI B2B will not be considered a party to any transaction between the customer and the seller. and therefore The seller then designated CIVILI B2B. (and its affiliates, agents and employees) are free from complaints. (as defined in Chapter 17.4) below) claims or damages (both actual and consequential) of any nature and type, known or unknown. To be in doubt or not to be in doubt? Open or secret? arising from or in any way related to such transactions.
2. The seller and CIVILI B2B are independent contractors. and nothing in the Seller Agreement will create a partnership relationship. A joint venture, agency, franchise or distributor between the parties. The parties mutually acknowledge that the Seller Agreement shall not create a direct employment relationship between CIVILI B2B and the person acting for the Seller. The Seller will not have any authority to make or accept any offers or representations on behalf of CIVILI B2B.
3. The Seller will not subcontract its rights or obligations under these Terms without the prior written consent of CIVILI B2B.
4. The seller will release CIVILI B2B from all obligations. and agree to indemnify, protect and compensate CIVILI B2B (and its officers, directors, employees, and agents) against claims, losses, damages, settlements, costs, expenses, civil fines, penalties, or other legal liabilities (including attorneys' fees, without limit) (each item is called “Complaint”) arising out of or relating to:

A. The seller and/or employee or the Contractor breaches or fails to perform any obligation in the Seller Agreement or the Customer Agreement. Which actually happened or is it an accusation?

B. Any sales channel owned or operated by a seller. (including any related offers, sales, fulfillment, refunds, returns, or adjustments) Seller Content Any alleged infringement of intellectual property rights by any of the foregoing. and any personal injury, death, or property damage related thereto.

C. Seller's tax or

D. Service providers, whether one or many. Take legal action against CIVILI B2B which is a matter arising from or related to the seller's agreement

1. Nothing contained herein shall compel CIVILI B2B or its sellers to engage in any act or omission which may be prohibited or punishable under the laws or regulations of Thailand or other countries, without regard to any other provisions of this Agreement to the contrary.
2. If at any time CIVILI B2B has reasonably determined that any complaints that have been resolved may adversely affect CIVILI B2B. CIVILI B2B may take over the defense at the seller's expense. The seller cannot authorize the adjudication process. or handling any complaints without the prior written consent of CIVILI B2B. Such consent cannot be unreasonably withheld.
3. These terms do not create any exclusive relationship between CIVILI B2B and the seller. Nothing contained in these Terms is intended or construed to confer any legal right, remedy or claim under or in connection with these Terms. to any person other than the contracting party herein These Terms and all representations, warranties, covenants, conditions and provisions herein are intended to be for and for the exclusive benefit of CIVILI B2B and its sellers only.
4. Between the seller and CIVILI B2B Seller is solely responsible for all obligations related to the use of Third Party Services. or features that the seller allows CIVILI B2B to use on behalf of the seller. This includes compliance with any applicable terms of use.

CIVILI B2B reserves the right to appoint an agent or subcontract any of the Company's duties related to the performance of the Company's obligations under the Seller Agreement. and reserves the right to use service providers Subcontractor and/or any agent according to such terms as CIVILI B2B deems appropriate.

 

18.Termination and revocation

A. Seller's breach of any obligation or warranty under the Seller Agreement. and failure to make corrections within seven (7) days from receipt of written notification from CIVILI B2B of such breach.

B. The seller's resolution to dissolve the business. or the court having jurisdiction orders the seller to cancel or dissolve or dissolve the business.

C. Setting administrative regulations related to sellers or appointment of receiver or obstructing the possession or sale of any property of the seller.

D. The seller generally prepares or enters into an agreement with his creditors. or requesting the court having jurisdiction to grant protection from their creditors

E. The seller ceases or threatens to cease doing business.

F. CIVILI B2B will have the right to terminate the Seller Agreement and these Terms unilaterally without cause. At CIVILI B2B's sole discretion, within 14 (fourteen) days from the date CIVILI B2B notifies you in writing of such termination. Notwithstanding the foregoing, 18.2 The Seller has the right to unilaterally terminate or reinstate the Seller Agreement within 14 (fourteen) days from the date of the occurrence of any of the following events:

19.Industrial rights and intellectual property

1. The seller represents and certifies to CIVILI B2B that the seller is the owner or has legal rights regarding patents, copyrights, trade secrets. trademark Trade name or other intellectual property rights related to the products and content. and is not aware of any complaints made by third parties regarding infringement of patents, copyrights, or trade secrets. trademark Trade name or any other intellectual property rights that are alleged or currently exist. or complaints, orders, or other actions arising from content, advertising, publication, promotion, production, sale, or distribution of goods. or product use and will not violate the above rights, directly or indirectly, by taking this action on behalf of
2. Seller agrees to release, defend, indemnify and protect. and waive liability for CIVILI B2B and its affiliates. (including attorneys' fees and court costs in seeking damages), any and all costs, fines, penalties, losses, damages, and legal liabilities arising as a result of infringement of patents, copyrights, trade secrets, trademark Trade name or any other intellectual property rights that are alleged or currently exist. or complaints, orders, or other actions arising from content, advertising, publication, promotion, production, sale, or distribution of goods. or product use
3. The Seller has no right to use any intellectual property belonging to CIVILI B2B without prior written approval from CIVILI B2B.

 

20. Confidentiality

A. Marketing strategies, plans, financial information or project planning, work, sales evaluation and business plans relating to the past, present and future business activities of any such party.

B. Past and present performance results Including any orders and quantities.

C. Any plans and strategies for scaling up.

D. Products or activities and a list of any customers or suppliers.

E. Information, inventions, designs, steps, processes, formulas, developments, technologies, or any scientific or technical methods.

F. Concept, report, computer information Knowledge and skills Work in progress, designs, development tools, specifications, computer software, source code, target code, inventions, data and any trade secrets, and

G. Any other information that should be considered confidential information of the disclosing party. Secret information does not have to be novel. unique Must be able to register or copyright or contains trade secrets to be able to be identified as confidential information

A. To comply with the necessary provisions of applicable law. or the rules of a specified jurisdiction.

B. The information is properly disclosed to the seller's professional adviser, auditor or banker. Only if the recipient agrees not to disclose the information in the first place.

C. The information is in the public domain. unless it is a violation of the provisions of this paragraph.

D. For the purpose of arbitration or any legal proceeding arising from the Seller Agreement; and

E. To any government official upon request of the official.

1. Seller's rights and obligations under this Chapter 20 shall survive any termination of Seller's Agreement.
2. Return of confidential information:

A. Seller must return and deliver all tangible materials containing the Confidential Information provided below. and meeting notes, messages, summaries, memos, drawings, manuals, notes, and transcribed messages. or the extracted information that occurs and all other documents and materials returned to CIVILI B2B. (hereinafter referred to as the “Record”) (and all copies of any of the foregoing This includes copies that have been converted to computer media in the form of images. Computer data or text files are processed either by hand or by capturing images. (hereinafter referred to as “Copy”) based on or including any Confidential Information in any form of preservation or acquisition, at the beginning of:

(1) Seller's termination of the agreement);

(2) at the time CIVILI B2B requests

Return of such documents must be made within 24 hours after the occurrence of the event referred to above.

B. However, the Seller may retain such documents from CIVILI B2B as necessary to enable the Seller to comply with the document retention policy. or the seller may destroy any of the foregoing materially expressed confidential information (or in the case of records, It's up to the seller to choose) with written consent from CIVILI B2B. (or the irrecoverable deletion of computer data) and confirm such destruction in writing by the Seller employee controlling the destruction.

 

21. Force majeure

A. Natural phenomena, explosions, floods, storms, fires, or accidents.

B. War or threats of war Sabotage, riot, civil unrest. or the demands of the people terrorism or an unsettled situation

C. Any actions, restrictions, rules, company regulations, prohibitions, or measures on the part of state power, parliamentary power, or local power.

D. Import or export regulations or an order prohibiting entry and exit from the port

E. Traffic disruption strike Locking the door or actions related to industrial matters or other commercial disputes (whether involving CIVILI B2B employees or third parties).

F. Outbreaks related to health matters declared by the World Health Organization.

G. Interruption of production or work. Difficulty in obtaining raw materials, labor, fuel, spare parts or machinery, and

H. Lack of electricity or stoppage of machinery.

22. Others

1. Compliance with the law In performing its duties under this Agreement or any Customer Contract, Seller shall comply with all applicable laws, treaties, and acts. All applicable laws and regulations are strictly adhered to. and especially in the area of personal data protection Imports and exports and laws and acts The health, safety, and environmental codes and regulations of any jurisdiction (whether international, national, regional, state, provincial, city, or local) in which this Agreement may be enforced. Seller will provide written certification of compliance as required by law. Federal, state, or local acts, codes, and regulations. At the written request of CIVILI B2B in order to avoid doubt The Seller will use and/or disclose personal information received from CIVILI B2B only for the purpose of fulfilling its obligations under this Agreement or the Customer Contract. It must comply with the requirements under applicable personal data protection laws and regulations and in a manner that confirms that CIVILI B2B will continue to comply with the requirements under applicable personal data protection laws and regulations.
2. The invalidity or unenforceability of any provision of these Terms now or in the future. It will not affect the reasonableness or validity of the entire document.
3. Failure of a contracting party to exercise its rights in the event of a breach of contract by the other contracting party. This will not be considered a waiver of your rights under these Terms or under applicable law.
4. The Seller shall not be legally responsible for any delay in the performance of its obligations under the Seller Agreement, in whole or in part, if such delay occurs due to force majeure. In the event that force majeure prevents the Seller from performing its obligations for more than 5 (five) consecutive days, CIVILI B2B shall be entitled to terminate the Seller's agreement.
5. The singular of words used in these Terms shall include the plural and vice versa. Unless the context dictates otherwise.
6. References to any national, provincial, local or foreign regulations or provisions are intended to include all provisions and rules issued pursuant to such provisions. Unless the context dictates otherwise.
7. These terms and conditions cannot be amended. unless amended by a written document signed by an appropriately authorized representative of both parties.
8. The terms and conditions of Chapters 17.4), 17.5), 17.6), 18.3), 19 and 20 shall not be affected by Seller's termination of these Terms for any reason.

 

23.Applicable law and courts having jurisdiction

1. These Terms are governed by the laws of Thailand.
2. Any dispute, dispute, or claim arising out of or related to this contract. or the infringement, termination, or invalidity of any of them. The arbitrator will be the sole decision maker. In accordance with the Arbitration Rules of the Thai Arbitration Chamber of Commerce (“ATCC”), such arbitration will be conducted in Bangkok. Any decision by the Arbitral Tribunal will be final and binding on both parties.

 

Appendix B for the Framework Agreement

Special terms and conditions

Schedule A.

Fees for selling products on CIVILI B2B

Additional services

1) These additional services must be agreed upon in writing in accordance with the following conditions:

1. Shop in Shop (“SIS”)

2. Search Engine Marketing (“SEM”)

3. Social Media Activities (“SMA”)

Schedule B.

Shipping/Logistics Fees

 https://www.civilimall.com/shipping_cost

Insurance and legal liability

Minimum shopping cart size and service fees for large products

Additional requirements for Schedule B.

B. Evidence of product receipt

C. Pictures (if damage occurs during transportation by third party logistics providers)

D. Any other evidence related to the complaint and/or as determined by CIVILI B2B.

1. CIVILI B2B reserves the right to make changes. Freight transportation / logistics fees under Schedule B, at the sole discretion of CIVILI B2B, effective immediately after 7 days' advance notification.
2. The seller is well aware and aware that The rates shown in Schedule B are for reference purposes only. Actual rates charged may vary as determined by bills and invoices issued by third party designated logistics providers.
3. Reimbursement and/or various contributions that must be paid to the seller. CIVILI B2B will return it on a monthly basis.

Schedule C.

1. If the seller cancels, refuses or is unable to process the order. which is contrary to any provision specified in this agreement Seller shall pay the Default Fee set out in Schedule 1 – Default Fee and other fees, as the case may be, with the Default Fee increasing with each Order as set out in Schedule 1.
2. CIVILI B2B reserves the right, without prior notice, to deduct the applicable default fee from the Seller's account balance. And CIVILI B2B reserves the right to temporarily suspend sellers on the CIVILI B2B platform. for a specified period of time or indefinitely Due to the seller's default CIVILI B2B will re-authorize sellers on the platform in accordance with the attached terms. At the sole discretion of the Company
3. Default fees do not include VAT.
4. CIVILI B2B reserves the right at its sole discretion. To update default fees This can be enforced with immediate effect after 7 days' notice.

 

 

 

Table 1 : Default fees

 

Table 2 : Schedule D.

Returned items and faulty deliveries

As specified in the following table CIVILI B2B will apply the following commercial terms to returned merchandise and product cancellations.                      

 

In the event that the product is returned Sellers must comply with the applicable CIVILI B2B standard operating procedures as follows: