SUPPLIER AGREEMENT
This Supplier Agreement (“Agreement”) is made and becomes effective on the date it is electronically accepted or otherwise executed by the Supplier, as recorded on Vastovers’ supplier registration platform.
BETWEEN
VASTOVERS, which for the purpose of this Agreement includes Vastovers Stemordz Ltd, Vastovers Fromatoz Ltd, Vastovers Drugs and Allied Products Ltd, Vastovers Holdings Ltd, and/or any other subsidiary or affiliate designated by Vastovers, having its principal business address at Suite 36A, Lebrex Plaza, 47 Ajose Adeogun Street, Utako, Abuja, Nigeria, hereinafter referred to as “Vastovers” (which expression shall, where the context permits, include its successors and permitted assigns);
AND
The person, business or corporate entity identified in the supplier sign-up/registration data, with its registered or business address as provided during registration, hereinafter referred to as the “Supplier” (which expression shall, where the context permits, include its successors and permitted assigns).
Vastovers and the Supplier are individually referred to as a “Party” and collectively as the “Parties.”
RECITALS
A. Vastovers wishes to obtain products from the Supplier for sale through Vastovers’ physical, digital, distribution and other approved sales channels.
B. The Supplier has agreed to supply such products to Vastovers on a sale-or-return basis, subject to the terms of this Agreement.
C. The Parties expressly agree that, unless otherwise stated in a specific written Purchase Order or separate written agreement, Vastovers shall be liable to pay only for Products actually sold by Vastovers.
The Parties therefore agree as follows:
1. PURCHASE AND SUPPLY OF PRODUCTS
1.1 Definition of Products
“Products” means any goods, commodities, items or other products supplied or intended to be supplied by the Supplier to Vastovers pursuant to this Agreement or an approved Purchase Order.
1.2 Purchase Orders
Vastovers may issue written or electronic Purchase Orders specifying the Products, quantities, specifications and other applicable requirements.
1.3 Fulfilment
Upon accepting a Purchase Order, the Supplier shall use reasonable commercial efforts to deliver the Products within four (4) days, unless another delivery period is agreed by the Parties.
1.4 No Guaranteed Purchase or Sales Volume
Nothing in this Agreement obligates Vastovers to order, purchase or sell any minimum quantity or value of Products, nor does it constitute a guarantee by Vastovers that any Product supplied will be sold.
2. SALE-OR-RETURN BASIS AND OWNERSHIP
2.1 Sale-or-Return
Unless expressly agreed otherwise in writing for a particular transaction, all Products supplied under this Agreement shall be supplied to Vastovers on a sale-or-return basis.
2.2 Payment Only for Products Sold
Vastovers shall pay the Supplier only for Products actually sold by Vastovers to its customers or through its approved sales channels.
The mere delivery, receipt, storage, listing, display, possession or distribution of Products by Vastovers shall not, by itself, constitute a sale to Vastovers or create an obligation on Vastovers to pay for such Products.
2.3 Unsold Products
Products remaining unsold shall not become payable merely because they have been delivered to or remain in the possession of Vastovers.
Subject to this Agreement, Vastovers may return unsold Products to the Supplier, and the Supplier shall accept such returns, provided that the Products are in reasonably saleable condition, subject to normal handling reasonably necessary for their storage, display and sale.
2.4 Reconciliation
The Parties shall conduct periodic stock and sales reconciliation, ordinarily at the end of each month, to determine:
a. Products sold during the relevant period;
b. Products remaining unsold;
c. approved returns, damages or adjustments; and
d. the amount payable to the Supplier.
Vastovers' payment obligation shall be based on the reconciled quantity of Products actually sold.
3. DELIVERY
3.1 Delivery Location
Unless otherwise stated in the Purchase Order, the Supplier shall deliver Products to the warehouse, outlet or other location designated by Vastovers.
3.2 Delivery Costs
Delivery shall be at the Supplier's cost unless the Parties expressly agree otherwise in writing.
3.3 Packaging and Transportation
The Supplier shall ensure that Products are properly manufactured, handled, packaged, stored and transported in accordance with applicable laws, regulatory requirements and accepted industry standards so that they arrive in good and saleable condition.
3.4 Delivery Documentation
Every delivery shall be accompanied by an appropriate delivery note showing, where applicable:
a. Purchase Order number;
b. Purchase Order date;
c. delivery date;
d. description and specification of Products;
e. quantities delivered;
f. batch or lot numbers where applicable;
g. expiry dates where applicable; and
h. outstanding quantities where delivery is made in instalments.
4. PRICING, INVOICING AND PAYMENT
4.1 Pricing
The Supplier shall provide Vastovers with competitive pricing in accordance with the Supplier's approved price list applicable at the time of the relevant Purchase Order.
The Supplier shall provide its official price list or other approved pricing documentation when requested by Vastovers.
4.2 Price Changes
The Supplier shall give Vastovers at least seven (7) days' prior written notice of any proposed price change.
A price change shall not retrospectively affect Products already sold or Purchase Orders already accepted at the previous agreed price unless otherwise agreed in writing.
4.3 Invoicing
Invoices shall correspond with the quantities established through the applicable sales reconciliation or such other sales records as the Parties may agree.
4.4 Amount Payable
For the avoidance of doubt:
VASTOVERS SHALL ONLY BE REQUIRED TO PAY FOR PRODUCTS ACTUALLY SOLD BY VASTOVERS. UNSOLD PRODUCTS SHALL NOT CONSTITUTE A DEBT OR PAYMENT OBLIGATION OF VASTOVERS.
4.5 Monthly Reconciliation
Unless otherwise agreed, sales and stock reconciliation shall be conducted monthly. Payment shall be based on the agreed reconciliation statement for Products sold during the relevant period.
5. ACCEPTANCE AND DEFECTIVE PRODUCTS
5.1 Inspection
Vastovers may inspect Products upon delivery. Products visibly damaged, defective, expired, improperly packaged or materially inconsistent with the Purchase Order may be rejected.
5.2 Non-Conforming Products
Where practicable, visibly non-conforming Products shall be retrieved by the Supplier at the time of delivery or within a reasonable period following notification.
5.3 Latent Defects
Vastovers may notify the Supplier in writing or through another approved communication channel of any hidden or latent defect discovered after delivery.
Notification shall ordinarily be made within seven (7) days of discovery of the defect.
6. RETURNS, UNSOLD STOCK AND PRODUCT RECALLS
6.1 Returns
Vastovers may return Products to the Supplier where:
a. the Products remain unsold under the sale-or-return arrangement;
b. the Products are damaged, defective or non-conforming;
c. the Products do not comply with applicable regulatory requirements;
d. the Products do not meet agreed minimum shelf-life requirements;
e. the Products have been recalled by the Supplier, manufacturer or regulatory authority;
f. the Products supplied differ materially from the approved specification or Purchase Order; or
g. return is otherwise reasonably required under this Agreement.
6.2 Unsold Stock
The Supplier acknowledges that Vastovers is not required to purchase unsold stock. Vastovers may return unsold Products in accordance with this Agreement.
6.3 Product Recalls
The Supplier shall immediately notify Vastovers upon becoming aware of any regulatory, manufacturer or voluntary recall affecting Products supplied to Vastovers.
The Parties shall cooperate reasonably in tracing, withdrawing and recalling affected Products and, where legally permissible and necessary, identifying affected customers.
6.4 Recall Costs
Where a recall arises from a defect, regulatory non-compliance, manufacturing issue, misrepresentation or other matter attributable to the Supplier or manufacturer, the Supplier shall bear the reasonable costs associated with the recall and replacement of affected Products.
7. QUALITY ASSURANCE AND REGULATORY COMPLIANCE
7.1 Product Quality
The Supplier warrants that all Products supplied shall:
a. be genuine, merchantable and fit for their intended purpose;
b. conform to agreed specifications;
c. comply with applicable Nigerian laws and regulatory requirements;
d. possess all required registrations, licences, approvals or certifications; and
e. not be counterfeit, adulterated, expired or unlawfully sourced.
7.2 Documentation
Upon request, the Supplier shall provide relevant licences, registrations, certificates, product approvals, quality-control documents and other reasonable evidence establishing the authenticity, safety and regulatory status of the Products.
7.3 Continuing Compliance
The Supplier shall promptly notify Vastovers of any suspension, cancellation, withdrawal or material change affecting any regulatory approval or authorisation relating to the Products.
8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants that:
a. it has the legal capacity and authority to enter into this Agreement;
b. execution and performance of this Agreement have been duly authorised;
c. it shall comply with applicable laws and regulations; and
d. its performance of this Agreement shall not knowingly infringe the rights of any third party.
The Supplier further warrants that it has lawful authority to supply the Products to Vastovers.
9. INDEMNITY
Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party, its affiliates, directors, officers, employees and representatives from reasonable losses, liabilities, claims, damages, costs and expenses arising directly from:
a. a material breach of this Agreement by the Indemnifying Party;
b. negligence, fraud or wilful misconduct of the Indemnifying Party; or
c. breach of applicable law by the Indemnifying Party.
Without limiting the foregoing, the Supplier shall be responsible for claims arising from defective, counterfeit, adulterated, unlawfully supplied or regulatory non-compliant Products where the circumstances giving rise to the claim are attributable to the Supplier.
This Clause shall survive termination of this Agreement.
10. TERM AND TERMINATION
10.1 Term
This Agreement shall commence on the date of execution or electronic acceptance and remain in force for an initial period of one (1) year.
Unless terminated, it shall automatically renew for successive periods of one (1) year.
10.2 Termination for Breach
Either Party may terminate this Agreement where the other Party materially breaches its obligations and fails to remedy the breach within thirty (30) days after receiving written notice requiring it to do so.
10.3 Insolvency
Either Party may terminate this Agreement if the other Party becomes insolvent, enters liquidation, ceases business or becomes legally prohibited from carrying on the relevant business.
10.4 Termination Without Cause
Either Party may terminate this Agreement by giving the other Party at least thirty (30) days' written notice.
10.5 Effect of Termination
Upon termination:
a. the Parties shall conduct a final reconciliation;
b. Vastovers shall pay only for Products sold and for which payment remains outstanding; and
c. remaining unsold Products may be returned to the Supplier.
Termination shall not convert unsold Products into Products purchased by Vastovers.
11. INDEPENDENT CONTRACTORS
The Parties are independent contractors.
Nothing in this Agreement creates a partnership, joint venture, agency, employment, franchise or fiduciary relationship between them.
Neither Party may bind the other except where expressly authorised in writing.
12. FORCE MAJEURE
Neither Party shall be liable for failure or delay in performing an obligation caused by circumstances beyond its reasonable control, including acts of God, fire, flood, epidemic, war, civil disturbance, governmental restrictions or other comparable events.
The affected Party shall notify the other Party as soon as reasonably practicable and provide relevant information regarding the event.
Where a Force Majeure event continues for more than fourteen (14) days and materially prevents performance, the Parties shall discuss appropriate measures, including suspension or termination of the affected obligations.
13. ANTI-BRIBERY AND ETHICAL CONDUCT
Neither Party shall directly or indirectly offer, promise, give, request or accept any improper payment, gift or advantage intended to influence a business or official decision in connection with this Agreement.
Each Party shall comply with applicable anti-bribery, anti-corruption and ethical business laws and standards.
14. CONFIDENTIALITY
Each Party shall keep confidential all non-public commercial, financial, technical, customer, pricing and business information obtained from the other Party in connection with this Agreement.
Confidential Information shall not be disclosed to third parties except:
a. with the other Party's consent;
b. to employees, advisers or representatives who reasonably require the information and are subject to confidentiality obligations; or
c. where disclosure is required by law, regulation or court order.
These obligations shall survive termination of this Agreement.
15. DATA PROTECTION
Each Party shall process personal data obtained in connection with this Agreement in accordance with the Nigeria Data Protection Act 2023 and other applicable Nigerian data protection and privacy laws.
Each Party shall implement reasonable technical and organisational measures to protect personal data under its control.
A Party responsible for a breach of applicable data protection obligations shall be responsible for losses arising from that breach to the extent provided by applicable law.
16. RECORDS AND RECONCILIATION
The Parties shall maintain reasonable records of Products supplied, sold, returned, damaged or otherwise adjusted.
Vastovers' sales and inventory records shall form the basis of periodic reconciliation, subject to the Supplier's right to raise any reasonable discrepancy for review.
17. WAIVER
Failure or delay by either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
Any waiver shall apply only to the specific circumstances for which it is given.
18. LEGAL COMPLIANCE
Each Party shall comply in all material respects with applicable federal, state and regulatory requirements relating to its obligations under this Agreement.
The Supplier shall maintain all licences, registrations, approvals and authorisations required to supply the Products.
19. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement, together with applicable Purchase Orders and expressly incorporated policies, constitutes the entire agreement between the Parties concerning its subject matter and supersedes previous understandings relating to the same subject matter.
Any material amendment shall be made in writing or electronically accepted by the Parties through an approved Vastovers platform or other agreed method.
20. NOTICES
Notices under this Agreement may be delivered by:
a. email;
b. an approved electronic platform or communication channel;
c. personal delivery; or
d. any other written method agreed by the Parties.
A notice shall be deemed received in accordance with applicable law and the ordinary operation of the relevant communication method.
21. ASSIGNMENT
Neither Party may assign its material rights or obligations under this Agreement without the prior written consent of the other Party, except that Vastovers may assign the Agreement to an affiliate, subsidiary, successor or entity within the Vastovers group upon appropriate notice to the Supplier.
22. DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
Where a dispute arises, the Parties shall first use reasonable efforts to resolve it amicably.
Where the dispute remains unresolved, the Parties may attempt mediation or conciliation.
If the dispute is not resolved within fourteen (14) days of commencement of the dispute-resolution process, or such longer period as the Parties agree, either Party may commence proceedings before a court of competent jurisdiction in Nigeria.
23. SEVERABILITY
If any provision of this Agreement is found by a competent authority to be invalid or unenforceable, that provision shall, to the extent possible, be modified or severed without affecting the validity and enforceability of the remaining provisions.
24. COUNTERPARTS AND ELECTRONIC EXECUTION
This Agreement may be executed in counterparts and by electronic means.
Electronic acceptance, digital signatures, click-through acceptance or other electronic records showing the Supplier's acceptance shall have effect to the extent permitted by applicable law.
25. EXECUTION AND ACCEPTANCE
The Supplier acknowledges that this Agreement may be presented electronically during Vastovers' supplier registration or onboarding process.
By selecting “I Agree,” “Accept,” “Submit,” or any equivalent acceptance mechanism, or by otherwise executing this Agreement, the Supplier confirms that:
a. the Supplier has read and understood this Agreement;
b. the information supplied during registration is accurate to the best of its knowledge;
c. the person accepting the Agreement is authorised to bind the Supplier; and
d. the Supplier agrees to be legally bound by its terms.
The effective date of this Agreement shall be the date and time of such acceptance as recorded by Vastovers' system.
Supplier:
Company name:
Company address:
Business type:
Email address:
Commission:
Name of company representative:
For Vastovers:
Joseph Akogun
Procurement Executive
Vastovers