Vendor Marketplace Agreement

To sell items on aeperf.com (the “Site”), you must agree to the marketplace Vendor agreement outlined below, which includes our privacy policy and any other terms and conditions on the Site. By listing an item for sale or purchasing an item on the Site, you agree to be bound by all terms and conditions of this marketplace agreement.

The Site is operated by AECARTS Portal LLC. (“AEPERF”), which reserves the right to make changes to this vendor marketplace agreement at any time. Changes to this vendor marketplace agreement are effective when the changes are posted to the Site. Continuing to sell items on AEPERF will constitute your agreement to the new Vendor Marketplace Agreement. It is your responsibility to review the changes and decide if you want to continue to use AEPERF. Changes to the marketplace Vendor agreement may occur at any time with notifications sent to the Vendor via email.

THE MARKETPLACE

AEPERF provides an online service that allows Automobile spare parts dealers to sell their products to buyers.

ACCOUNT SET-UP

You must log in with an existing account or complete the Site registration process to create an account with a user name and password (the “Account”) to make full use of buying or selling on the marketplace. You are responsible for protecting your password. You must always provide accurate, current, and complete information, and you must update such information on time to maintain its accuracy and completeness. Any use of the Site through your Account will be deemed as being used by you. AECARTS is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non- assignable.

ELIGIBILITY REQUIREMENTS

Listing items for sale on AEPERF is limited to parties that can lawfully enter into a contract. Minors are not allowed to buy or sell on AEPERF. To list items for sale you must supply a copy of your company Trade license. You must have a soft copy of your inventory which will be submitted upon submission of this agreement (File format should be .xlx or .csv)

A copy of a verified ID of the shop owner will be required.

REQUIRED COMMUNICATION

AEPERF requires you to provide timely support to the marketplace customers. All messages should ideally be replied to within 24hrs. Please resolve all customer issues related to the AEPERF marketplace within 48hrs if possible.

SHIPPING EXPECTATIONS

Shipping and Deliveries will be the sole responsibility of AEPERF. It is your responsibility to make available the items contained within an order for collection by AEPERF within 12hours upon order.

VENDOR RESTRICTIONS

Vendors cannot list or sell items that: infringe upon intellectual property rights or are illegal, fake, counterfeit, or stolen. Furthermore, Vendor must meet all customer terms and conditions required by all applicable Federal Acquisition Regulations. Items listed for sale must have an accurate description of the products. Transactions must take place between two different individuals, organizations, or entities. AEPERF reserves the right to refuse service to anyone at any time for any reason.

AEPERF reserves the right to prohibit the sale of any item in the marketplace. At AEPERF’s discretion, products may be removed at any time without notice. The way listings appear in the marketplace may change without notice to users of the marketplace (Buyers).

Vendors are expected to only submit a list of items and quantities they are capable of and willing to sell. By submitting a list of items on AEPERF.COM you agree that you have the right to sell the item, that you have access to the item, and that your description provided

in your listing is complete and accurate. Vendors are required to set aside products that have been submitted to AEPERF to be listed on the website. Vendor is required to notify AEPERF about the change made on price, quantity, product description, and variation before it takes effect. Failure to inform AEPERF of such changes may be grounds for termination of your Account/contract. At any point in time, AEPERF reserves the right to require the Vendor to provide a "letter of supply" from the manufacturer.

In consideration of AEPERF waiving startup fees, the Vendor agrees to not directly or indirectly compete with AEPERF and its successors and assigns by creating or having any ownership stake in a multi-Vendor marketplace for the duration of this agreement and twelve months following the termination of this agreement. Creating and managing an e-commerce shop for Vendor’s own company is exempted as long as the website is not a marketplace.

The vendor acknowledges that AEPERF shall or may in reliance of this agreement provide the Vendor access to trade secrets, customers, and other confidential data and that the provisions of this agreement are reasonably necessary to protect AEPERF and its goodwill. The Vendor agrees to retain said information as confidential and not to use said information on his or her behalf or disclose the same to any third party.

PAYMENTS

When a buyer completes a purchase on AEPERF the Vendor will receive an email with a transaction summary. Payments will be made within 48 hours upon delivery. As such, Vendor is required to provide bank details in the form attached to this document.

TAXES

It is AEPERF’s responsibility to remit any taxes associated with a transaction according to the laws of United Arab Emirates. Remuneration to Vendor will include tax collected for all related transactions. Vendor should, therefore, post product on AEPERF  -5% VAT.

RETURN POLICY

For all of your products you will accept, and process returns, refunds, and adjustments per this marketplace Vendor agreement. The buyer is subject to the Vendor’s return policy. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping, and handling or other charges) or other amounts to be paid by you to buyers in connection with AEPERF marketplace. You will promptly provide refunds and adjustments that you are obligated to provide and as required by law, and in no case later than thirty (30) days after the obligation arises.  If the Vendor sends evidence of the return(s) to AEPERF, then AEPERF will provide a credit on the invoice to the Vendor.

TERMINATION

AEPERF reserves the right to monitor Vendor accounts to determine if policies or laws are being broken. Any illegal or fraudulent activity may be reported by AEPERF to law enforcement or other third parties. Upon termination, Vendor must pay AEPERF any fees that were incurred before the effective date of termination.

WARRANTY

The AEPERF marketplace (aeperf.com) is provided as-is and without warranty. AEPERF makes no warranties of any kind, expressed or implied. AEPERF will provide the best effort to ensure AEPERF is available 24 hours-a-day 365 days-a-year, but we do not guarantee AEPERF will always be available. AEPERF will not be liable for any loss due to AEPERF not being available. AEPERF will not be liable for any loss due to errors in our software or the software of others that we use.

INDEMNITY/LIMITATION OF LIABILITY

You will defend, indemnify and hold harmless AEPERF and its affiliates (and their respective employees, directors, agents, and representatives) from and against all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to (i) any actual or alleged breach of your representations, warranties, or obligations outlined in this marketplace agreement; or (ii) your website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or the collection, payment or failure to collect or pay any taxes.

AEPERF WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MARKETPLACE AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE OR THE MARKETPLACE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO VIA THE SITE.

DISPUTES

You agree to release AEPERF from claims, demands, and damages related to transaction disputes not directly related to the AEPERF platform.