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Terms and Conditions for Vendors

This agreement is established in order to set up a contractual relationship by and between: Artsi Marketing Private Limited (hereinafter referred to as “Sri Lankan Art Market”), a private limited company incorporated in the Democratic Socialist Republic of Sri Lanka with its registered office at No. 49, Skelton Road, Colombo 05, Sri Lanka.

AND

The Vendor (hereinafter referred to as “Vendor” ), a sole proprietor/company, registered under the laws of the Democratic Socialist Republic of Sri Lanka.

(Sri Lankan Art Market and Vendor are hereinafter referred to collectively as the “Parties” and individually as a “Party” )

This document is an electronic record in terms of Electronic Transactions Ordinance 2002 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Electronics Transactions Ordinance of 2002.

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



GENERAL TERMS

  1. SCOPE

1.1. Sri Lankan Art Market is in the business of providing services to facilitate Ecommerce via its online marketplace at Sri Lankan Art Market – a platform that enables Customers and Vendors to transact online. The Vendor wishes to sell Products on the online marketplace platform provided by Sri Lankan Art Market. Sri Lankan Art Market offers multiple services to facilitate sales via its online platform. The Vendor appoints Sri Lankan Art Market 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 Vendor on Sri Lankan Art Market’s platform is bounded 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 Sri Lankan Art Market. This agreement will be considered valid as soon as it is electronically accepted by the Vendor.

1.5. The service provided by Sri Lankan Art Market is limited to referring customers to the Vendor 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 Vendor.

1.6. Sri Lankan Art Market may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Vendor 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 Sri Lankan Art Market’s services, platform policies will evolve and change over time (with notice to the Vendor). The Vendor’s use of the platform and access to the Vendor Dashboard is subject to this agreement and the latest platform policies available on Sri Lankan Art Market.

1.9. In order to maintain its reputation for quality and high service standards, Sri Lankan Art Market reserves the right to delist the Vendor and to terminate the relationship with the Vendor based on Sri Lankan Art Market’s internal quality assessment of the Vendor as governed by Sri Lankan Art Market’s Privacy Policy.



  1. ACCESS TO PLATFORM

2.1. After going through and successfully completing the Signup Process, Sri Lankan Art Market shall provide the Vendor with a unique username and password to access the Vendor Dashboard and complete the registration process.

2.2. The Vendor is responsible for maintaining up to date information pertaining to their business on Vendor Dashboard. Sri Lankan Art Market is not responsible for any liability arising from incorrect information supplied by the Vendor.

2.3. The Vendor shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Vendor is solely responsible for any use of or action taken under the password and shall fully indemnify Sri Lankan Art Market from any damages or injury resulting from any unauthorized use of its password.

2.4. Any correspondence or communication received through the Vendor Dashboard and/or appointed email address shall be presumed to originate from and have been made with the approval of the Vendor and Sri Lankan Art Market shall be entitled to rely on such correspondence or communication.

2.5. Every message sent to the Vendor through his registered email which did not receive an answer or written objection within 72 hours will be worth agreement between Sri Lankan Art Market and the Vendor.



  1. SERVICES

3.1. Featuring Products on the platform:

  • The Vendor is responsible for featuring their Products for sale on the Platform. The Platform shall show the Product as being sold by the Vendor and not by Sri Lankan Art Market.
  • Any particular Product(s) featured on the Platform may be delisted by Sri Lankan Art Market if sale of that Product would contravene any law or the Vendor breaches any of its obligations under this agreement and in such case, the Vendor shall be notified immediately.
  • Featuring any Product on the Platform shall constitute an offer of sale by the Vendor to all persons using the Platform.
  • Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Vendor’s offer to sell the Product and a binding contract shall come into force between the Customer and the Vendor. The terms of the contract are offered by the Vendor and are agreed to by the Customer and have no relation with Sri Lankan Art Market.
  • Sri Lankan Art Market will not be responsible for, resolve or mediate any disputes between the Vendor and a Customer.
  • All Contracts entered into between the Vendor and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

3.2. Promotions:

  • Sri Lankan Art Market may offer additional promotions/discounts over and above a Vendors Listed Price via multiple channels and the Vendor 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 be upon the Discounted Price.

3.3. Inventory Management:

  • The Vendor is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Vendor Dashboard on a daily basis.
  • In the event that the Vendor reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information.
  • If an out of stock Product is shown as in stock on the Platform due to the Vendor’s inability to update the correct inventory information for that Product and a Customer places an order for the Product, the order may be cancelled and the Vendor may be penalized for breaching Platform Policies.

3.4. Order Processing and Packaging:

  • Upon receipt of an order for the purchase of Products, the Vendor shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Vendor. In case of any delay, either materialized or foreseen, the Vendor shall immediately inform Sri Lankan Art Market.
  • Packaging materials to be used are prescribed within the Packaging Guidelines.
  • The Vendor must print and pack the invoice, shipping label and returns form generated via the delivery system with the shipment package.

3.5. Shipping and Order Fulfilment:

  • Vendor shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Vendor who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Sri Lankan Art Market.
  • The Vendor acknowledges and agrees that:
    • Neither the third-party logistics provider nor Sri Lankan Art Market shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
    • The third-party logistics provider and Sri Lankan Art Market shall have the right but not the obligation, to inspect any shipment without prior intimation to the Vendor for checking the contents. The Vendor is responsible for ensuring the correct Product(s) are sent to Customers
    • All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.
    • The Vendor acknowledges that Sri Lankan Art Market shall not be liable to pay for any payment(s) of any canceled packages to the Customer.
    • For the avoidance of doubt continuous abuse of this policy shall result in the Vendor’s shop being delisted by Sri Lankan Art Market.

3.6. Cancellations, Rejections, Returns and Refunds

  • The Vendor agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.
  • The Vendor agrees that if the customer cancels an order prior to the order being marked shipped, the Vendor shall not dispatch any cancelled status orders for shipment to third-party logistics provider. Any such shipment and liability associated with the same shall remain the Vendors responsibility at all times.
  • The Vendor authorizes Sri Lankan Art Market 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.
  • Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Sri Lankan Art Market may, at its discretion, charge the entire cost of shipping the Product to the Vendor.
  • Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Vendor will accept returns of Products in the following cases:

    • Defective/Damaged Product
    • Incorrect Product
    • Incomplete Product
    • The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
    • The product is unused, unworn, unwashed and without any flaws.
    • The product includes the original tags, user manual, warranty cards, freebies and accessories.
    • The product is returned in the original and undamaged manufacturer packaging / box.
  • In case of a return, Sri Lankan Art Market may, at its discretion, bill the Vendor for the cost of shipping the Product from the Customer to Sri Lankan Art Market or to the Vendor.
  • In case of returned products, Sri Lankan Art Market protects the Vendor by conducting a quality control check at Sri Lankan Art Market to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.
  • At the Customer’s option, the Vendor will either replace the damaged Product within the stipulated timeline or authorize Sri Lankan Art Market to provide a full refund. The damaged Product may be shipped to the Vendor at the Vendor’s cost unless the Vendor directs Sri Lankan Art Market to dispose the Product.
  • Sri Lankan Art Market may, at its discretion, bill the Vendor for the cost of shipping the replacement Product to the Customer.
  • The Vendor 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.


  1. VENDOR PERFORMANCE

4.1. The Vendor agrees to respect and follow Sri Lankan Art Market’s Privacy Policy. If any changes occur in the policy, the Vendor will be informed via email.

4.2. Sri Lankan Art Market measures Vendor performance on an ongoing basis and will share a monthly performance report of the respective Vendor:

4.2.1. Sri Lankan Art Market may, at any time, delist, downgrade or upgrade the Vendor depending on commercial and operational performance without any prior notice to the Vendor.

4.2.2. Sri Lankan Art Market may, at its discretion, exempt certain Vendors from delisting criteria. These Vendors may instead be charged financial penalties which may be deducted from the payout released to the Vendor as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

  • High rate of return on products
  • Lack of respect of packaging guidelines
  • Cancellations and orders out of stock
  • Slow fulfilment of orders
  • Selling counterfeit and illegal Products
  1. VENDOR OBLIGATIONS TO CUSTOMER SERVICE

5.1. Sri Lankan Art Market may forward questions or complaints received by Sri Lankan Art Market’s Customer Service department regarding any sold Product(s) to the Vendor. The Vendor shall be obliged to respond to Sri Lankan Art Market on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

5.2. On receiving Vendor’s response to any question or complaint, Sri Lankan Art Market shall promptly forward the response to the Customer.

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



  1. COMMISSION

6.1. As an agent for the Vendor, Sri Lankan Art Market shall be entitled to receive a commission for the sale of each Product on the Platform, as specified in terms agreed upon.

6.2. Commissions are calculated as a percentage of sales price.

6.3. These Commissions are deducted by Sri Lankan Art Market when making a payout to the Vendor defined under Payments.



  1. PAYMENTS

7.1. Sri Lankan Art Market shall receive and process all payments for Products purchased on the Platform on behalf of the Vendor. Sri Lankan Art Market shall make payment of the amount of the Listed Price for the Product(s) received from a Customer, less its commission for the sale of the Product(s), less any service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

7.2. The payments will be made to the Vendor on a monthly basis to the Bank Account, provided that payment related to any Product shall be initiated not less than 15 days after the Product has been successfully delivered to the Customer.

7.3. All payments will be made in Sri Lankan Rupees. In case the Vendor wishes to change the information for the Bank Account, it may do so by written notice to the Sri Lankan Art Market.

7.4. The Vendor agrees that Sri Lankan Art Market shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Vendor with regards to its Bank Account.

7.5. In case a payment has been issued by Sri Lankan Art Market to the Vendor for a delivered item that is later returned to Sri Lankan Art Market by the customer, Sri Lankan Art Market will deduct equivalent amount in the next cycle and return the product to the Vendor.

7.6. In case a Vendor’s Product is lost by Sri Lankan Art Market during transit or handling, Sri Lankan Art Market will reimburse the Vendor for the Product in question.

7.7. In case the Vendor raises a dispute about the condition of a returned Product (e.g. Product is damaged), Sri Lankan Art Market will reimburse the Vendor for the Product in question given the case is reviewed and accepted by Sri Lankan Art Market in favor of the Vendor. For such a reimbursement, title of ownership of said Product shall only pass to Sri Lankan Art Market in the case Sri Lankan Art Market decides to hold the Product for commercial purposes. Sri Lankan Art Market may also hold the Product temporarily in order to claim insurance or settlement. This does not mean ownership of Product transfers to Sri Lankan Art Market.

7.8. Sri Lankan Art Market shall be entitled to deduct or withhold from payments to be made to the Vendor under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.

7.9. Any sums due to the Vendor hereunder may be applied by Sri Lankan Art Market as a set off against any sums owed by the Vendor to Sri Lankan Art Market, or against any claims of third parties against Sri Lankan Art Market arising from the Vendor’ performance, whether under this agreement, any Contract or other document.

7.10. The Vendor 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 Vendor shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Sri Lankan Art Market shall have no liability in this regard.



  1. WARRANTIES

8.1. The Vendor warrants to Sri Lankan Art Market that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Vendor or others, will:

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

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

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

8.2. The Vendor furthermore warrants and represents to Sri Lankan Art Market that:

8.2.1. 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 Vendor, enforceable against the Vendor in accordance with the terms thereof.

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

8.2.3. 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.

8.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Sri Lanka 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.

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

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

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

8.2.8. It will package and ship all Products in accordance with all applicable laws and the Vendor shall be solely responsible for any violation of law and will indemnify Sri Lankan Art Market against the consequences of any such violation.

8.2.9. All information, including but not limited to all information furnished to Sri Lankan Art Market with regards to the Products is accurate and up-to-date.

8.2.10. 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.

8.2.11. 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 Vendor in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

8.2.12. The entry, delivery and performance of this agreement or any Contract by the Vendor 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.

8.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Vendor 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 Sri Lankan Art Market’s written request, the Vendor shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

8.2.14. If necessary, the Vendor shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Sri Lankan Art Market to feature the Products on the Platform, at its own cost.

8.2.15. Sri Lankan Art Market may at any point require the Vendor to provide any financial, business or personal information for any purpose whatsoever, and the Vendor shall provide the same to Sri Lankan Art Market within seven (7) Business Days of such request being made.

8.2.16. 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.



  1. INTELLECTUAL PROPERTY

9.1. The Vendor 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 Vendor warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

9.2. The Vendor undertakes and represents to Sri Lankan Art Market 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. Sri Lankan Art Market acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

9.3. The Vendor represents and warrants to Sri Lankan Art Market 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.

9.4. 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.

9.5. The Vendor shall not be entitled to use any Intellectual Property belonging to Sri Lankan Art Market without Sri Lankan Art Market’s prior approval in writing.

9.6. 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 Sri Lankan Art Market or Vendor’s on the platform or otherwise tarnish or dilute any Sri Lankan Art Market or Vendors’ 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



  1. CONFIDENTIALITY

10.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Vendor by Sri Lankan Art Market, or produced or created by the Vendor for Sri Lankan Art Market hereunder are the intellectual property of, and confidential to Sri Lankan Art Market and Vendor and shall be used solely by the Vendor for purposes of this agreement. All such information shall be treated and protected by the Vendor as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Sri Lankan Art Market, and shall be disclosed within the Vendor’s organization only on a need-to-know basis.

10.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Vendor in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.

10.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.

10.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.



  1. INDEMNIFICATION

11.1. The Vendor agrees to release, defend, indemnify and hold harmless Sri Lankan Art Market, 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:

  • Any defect in Products sold to any Customer;
  • Any claim made by any Customer on the basis of any Contract;
  • Any defect in the packaging or shipping of a Product by the Vendor;
  • Any violation of any law committed by the Vendor, including any failure by the Vendor to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
  • Any negligence or fault of whatever nature of the Vendor or its affiliates, and any director, officer, employee, contractor, or agent; or
  • Any breach in any warranty or representation made herein.


  1. LIMITATION OF LIABILITY

12.1. The platform, including all content, software, functions, materials and information made available on or provided in connection with the vendor’s access to and use of the platform, are provided “as-is.” The vendor acknowledges and confirms that it will access and use the platform and the vendor dashboard at its own risk. To the fullest extent permissible by law, Sri Lankan Art Market 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 Sri Lankan Art Market’s negligence. Sri Lankan Art Market does not warrant that the functions contained in the platform will meet the vendor’s requirements or be available, timely, secure uninterrupted or error free, and Sri Lankan Art Market 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.

12.2. Because Sri Lankan Art Market is not a party to the contracts between customers and vendors, if a dispute arises between them, the customer and vendor release Sri Lankan Art Market (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.

12.3. Sri Lankan Art Market will not be liable (whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise) to the vendor or any other person for cost of cover, recovery or recoupment of any investment made by the vendor 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 Sri Lankan Art Market has been advised of the possibility of those costs or damages.



  1. FORCE MAJEURE

13.1. Sri Lankan Art Market shall not be liable to the Vendor or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Sri Lankan Art Market’s obligations if the delay or failure was due to any cause beyond Sri Lankan Art Market’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Sri Lankan Art Market’s reasonable control:

  • Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • Import or export regulations or embargoes;
  • Interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Sri Lankan Art Market or of a third party);
  • Interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;
  • Power failure or breakdown in machinery.

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



  1. DURATION & TERMINATION

14.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

14.2. The Vendor may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

14.3. On or at any time after the occurrence of any of the events of default in Clause 14.4 below, Sri Lankan Art Market shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Vendor.

14.4. The following shall constitute events of default:

  • The Vendor being in breach of any warranty or representation under this agreement or any Contract;
  • The Vendor being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Sri Lankan Art Market of such breach;
  • The Vendor passing a resolution for its winding up or a court of competent jurisdiction making an order for the Vendor’s winding up or dissolution;
  • Making of an administration order in relation to the Vendor or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Vendor’s assets;
  • The Vendor making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
  • The Vendor ceasing or threatening to cease to carry on business; or
  • Sri Lankan Art Market reasonably apprehends that any of the events mentioned above is about to occur in relation to the Vendor and notifies the Vendor accordingly.

14.5. The termination of this agreement shall not terminate any Contracts already entered into and the Vendor shall be obliged to perform all Contracts entered into with Customers.

14.6. The Parties will settle all outstanding liabilities on termination of this agreement.



  1. ASSIGNMENT

15.1. The Vendor may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Sri Lankan Art Market. If consent is granted, any such assignment by the Vendor shall not increase or alter Sri Lankan Art Market’ obligations nor diminish the rights of Sri Lankan Art Market, nor relieve the Vendor of any of its obligations under this agreement or any Contract.

15.2. Sri Lankan Art Market reserves the right to assign this agreement, in whole or in part, to any party, including Sri Lankan Art Market’s affiliates.

15.3. The Vendors shall give Sri Lankan Art Market prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.



  1. NOTICES

16.1. All notices between the Parties shall be in writing.

  1. RELATIONSHIP OF THE PARTIES

17.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Sri Lankan Art Market in relation to the Vendor beyond that specifically expressed in this agreement as a commission agent.



  1. MODIFICATIONS

18.1. The Vendor acknowledges and agrees that Sri Lankan Art Market may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Vendor upon the posting of such changes on the Platform, and the Vendor is responsible for informing itself of all applicable changes or notices. Sri Lankan Art Market will inform the Vendor of any modification via email. THE VENDOR’S CONTINUED ACCESS AND USE OF THE PLATFORM AND VENDOR DASHBOARD AFTER SRI LANKAN ART MARKET’S POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

18.2. The Vendor will then have fourteen (14) days to accept any and all modifications or communicate disagreement via Email. If there is no response from the Vendor it will count as an agreement on the Vendors part. 



  1. MISCELLANEOUS

19.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Sri Lankan Art Market shall be subject to correction without any liability on the part of Sri Lankan Art Market.

19.2. No waiver by Sri Lankan Art Market of any breach of this agreement by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.

19.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

19.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

19.5. This agreement shall be governed by the laws of Sri Lanka.

19.6. Sri Lankan Art Market shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.

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