This Vendor Agreement (the “Agreement”) is made and entered into as of the Effective Date, by and between H. Care City Ltd (hereinafter referred to as “Company”), and [Vendor Name] (hereinafter referred to as “Vendor”), collectively referred to as the “Parties.”

WHEREAS, Company operates an e-commerce healthcare marketplace website called www.hcarecity.com specializing in online sales and distribution of all healthcare related products such as surgical, medical, hospital and lab equipment, instruments and consumables as well as drugs, pharmaceuticals and other allied health products (the “Website”);

WHEREAS, Vendor desires to list and sell its products on the Website;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Vendor Registration 🙁 a) Vendor shall complete the registration process on the Website, providing accurate and up-to-date information, including company details, contact information, and product offerings. (b) Company reserves the right to approve or reject Vendor’s application for registration at its sole discretion.

2. Listing of Products: (a) Vendor shall list its products on the Website, along with accurate descriptions, images, pricing, and any relevant specifications. (b) Vendor agrees to maintain accurate and up-to-date information regarding the availability and stock levels of its products.

3. Product Quality and Compliance: (a) Vendor warrants that all products listed on the Website shall be genuine, safe, and compliant with all applicable laws, regulations, and industry standards. (b) Vendor shall be responsible for obtaining and maintaining all necessary licenses, permits, and approvals required to sell its products on the Website.

4. Order Fulfillment and Shipping: (a) Vendor shall be responsible for the timely fulfillment and shipping of orders placed on the Website. (b) Vendor agrees to use appropriate packaging to ensure the safe delivery of products to customers. (c) In the event of delayed shipment or inability to fulfill an order, Vendor shall promptly notify the Company and the affected customers.

5. Pricing and Payment: (a) Vendor shall set the prices for its products listed on the Website. b. Company shall deduct the applicable transaction fees or commissions of 10% from the sales proceeds before remitting the balance payment to Vendor. (c) Payments to Vendor shall be made every Friday .

6. Customer Service: (a) Vendor agrees to provide prompt and professional customer service to address any inquiries, concerns, or issues raised by customers. (b) Vendor shall handle customer complaints and returns in accordance with the Company’s policies.

7. Intellectual Property: (a) Vendor grants Company a non-exclusive, royalty-free, worldwide license to display, promote, and use the Vendor’s trademarks, logos, and product images for marketing purposes related to the Website. (b) Each Party retains all rights, title, and interest in its respective intellectual property.

8. Termination: (a) Either Party may terminate this Agreement with immediate effect for material breach or violation of any applicable laws or regulations. (b) Company may terminate this Agreement without cause upon providing reasonable notice to Vendor.

9. Confidentiality: (a) Both Parties agree to keep confidential all non-public information shared between them during the course of this Agreement.

10. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising under or in connection with this Agreement shall be resolved through good-faith negotiations. If the Parties cannot reach a resolution, the dispute shall be submitted to binding arbitration in accordance with the rules of Arbitration and the decision of the arbitrator(s) shall be final and binding.

IN WITNESS WHEREOF, the Parties hereto have caused this Vendor Agreement to be duly executed as of the Effective Date.