1. Scope
This Supplier Agreement applies between Vendorlink MMC (“VendorLink”) and any business that registers as a Supplier on vendorlink.az. It applies in addition to the Terms of Use, the Supplier Verification Policy and the Acceptable Use and Prohibited Items Policy. Where this Agreement and the Terms of Use conflict on a Supplier matter, this Agreement prevails.
2. Eligibility and registration
To register as a Supplier you must be a legal entity or individual entrepreneur registered in [PERMITTED JURISDICTIONS], hold a valid taxpayer identification number, and be able to issue documents required by the Buyer for the goods or services you sell. You must provide a named contact person with a working phone number and email address, and keep those details current.
3. Verification
Before your profile is published, and periodically afterwards, we carry out the checks set out in the Supplier Verification Policy. You agree to provide the documents listed there and to inform us within [CHANGE NOTICE] days if your registration status, ownership, or authorised contact changes. We may suspend or withdraw the Verified badge and your listings if checks fail, documents expire, or information proves inaccurate.
4. Listings
- List only goods and services you can actually supply, and remove listings you can no longer fulfil.
- Descriptions, specifications, images, certificates, origin, lead times and prices must be accurate and not misleading. Where a price depends on volume or specification, say so.
- Hold every licence, permit or certificate the law requires for what you sell, and produce it on request.
- Do not list anything covered by the prohibited items list in the Acceptable Use Policy.
- You are responsible for the tax treatment of your sales, including VAT and invoicing under Azerbaijani law.
5. Responding to RFQs
RFQs contain a Buyer’s commercial information. You may use an RFQ only to prepare and deliver a quotation. You must not resell, publish, or share RFQ contents or Buyer contact details with third parties, or use them for unsolicited marketing.
A quotation you submit is binding on you for the validity period you state, or [DEFAULT VALIDITY] days if you state none. If you cannot meet a requirement, decline rather than quote on terms you cannot honour.
6. Orders, delivery and after-sales
In Phase 1, the resulting contract is concluded directly between you and the Buyer and VendorLink is not a party to it. In Phase 2, orders placed through the Platform are accepted on the terms shown at checkout, and the Returns, Refunds and Disputes Policy applies. In both phases you are responsible for delivering conforming goods or services on time, for warranty obligations, and for handling defects and complaints promptly and in good faith.
7. Commission and fees (Phase 2)
Listing is currently free. When on-Platform transactions launch, VendorLink will charge a commission of [COMMISSION %] of the order value (excluding VAT and shipping unless stated), deducted from settlement or invoiced monthly. Payouts to your account will be made within [PAYOUT DAYS] days of [PAYOUT TRIGGER]. We will publish the full fee schedule and give at least [NOTICE PERIOD] days’ notice before charging any existing Supplier.
8. Circumvention
Where VendorLink introduced a Buyer to you and a commission applies to that channel, you agree not to route that transaction off-Platform for the purpose of avoiding commission during the [CIRCUMVENTION PERIOD] following the introduction. This clause does not restrict business with customers you already had.
9. Ratings and feedback
Buyers may rate and review completed dealings. We do not remove reviews because they are negative, but we will remove reviews that are abusive, unlawful, or demonstrably false, and we may remove ratings obtained through incentives.
10. Content licence
You keep ownership of your listing content and trademarks, and grant VendorLink a non-exclusive, royalty-free licence to display and promote them in connection with the Platform, including in search results, category pages and marketing of the marketplace. This licence ends when the content is removed, except for copies retained in backups or required by law.
11. Suspension and termination
Either party may terminate this Agreement on [TERMINATION NOTICE] days’ written notice. We may suspend or terminate immediately where you breach this Agreement or any policy referred to in it, where verification fails, where there is credible evidence of fraud or unsafe goods, or where required by law. Obligations relating to pending orders, payment, confidentiality and liability survive termination.
12. Liability and indemnity
You are liable for the goods and services you supply and for the accuracy of your listings. You will indemnify VendorLink against third-party claims arising from your breach of this Agreement, your infringement of another party’s rights, or defects in what you supply. VendorLink’s liability to you is limited as set out in section 12 of the Terms of Use.
13. Governing law
This Agreement is governed by the law of the Republic of Azerbaijan, and the courts of the Republic of Azerbaijan have jurisdiction.
14. Contact
Vendorlink MMC, [REGISTERED ADDRESS], Baku · [SUPPLIER EMAIL]