The Operator at its sole discretion may register the Company as a Vendor on its website/online platform for the supply of goods (hereinafter referred to as the “Goods”) for the period stated herein (hereinafter referred to as the “Period”).
The Company by registering to be a Vendor on the Operator’s portal in terms hereof agrees to be bound by all terms and conditions of this agreement, including all terms and conditions incorporated by reference and the Company further represents and warrants that it is expressly authorized to enter into this Agreement.
The Company upon registration shall provide to customers/ users of the Portal:
a. Accurate information and assistance in relation to the Company’s listed products and sales thereof,
b. Accurate information in relation to status of the order placed by customers, and
c. Operating a customer helpdesk for other inquiries in relation to products and orders, customer complaints and grievances.
The Company agrees and undertakes to fully co-operate with the Operator as reasonably required, in connection with any customer-service functions undertaken or required to be undertaken.
The Company authorizes the Operator to place;
a. a description of the Company,
b. description of each of the Company’s Products (including but not limited to technical description of the products, brand name of the product, the price of the product and any applicable warranty terms) on the portal,
c. the Company’s rating based on its vendor performance and customer reviews.
It is the sole responsibility of the Company to ensure that prior to the advertising of a Product / offer for sale of a Product on the online portal / Website, that all relevant quality parameters and regulatory and other requirements as may be prescribed/required are satisfied by the Company.
The Operator shall not be responsible for any taxes or other levies imposed by the Government which are payable for the Goods and it is deemed that the prices quoted by the Company for all its products is inclusive of all taxes and levies.
In the event of any products advertised / offered for sale by the Company do not satisfy the expected quality parameters, such products shall immediately be removed from the online portal / website and the Company shall at its cost and expense take immediate steps to recover or call back any such products already shipped and/or refund the monies paid therefor.
The Company agrees and undertakes that all transactions entered into between the Company and users of the online portal / website shall be binding upon the Company and can be relied upon to enforce and ensure performance of same by the Company.
The Company is responsible for the delivery of the Goods to the place or location and to the person(s) designated by users and shall bear the risk of any damages to the Goods up to the point of acceptance by the users.
Acceptance of the Goods (hereinafter referred to as “Acceptance”) relating to each procurement shall occur after the relevant Goods successfully pass the quality check conducted immediately after delivery to the designated place or location.
The Company shall ensure that it shall maintain all records of deliveries made.
The Company hereby warrants that the Goods supplied under this Agreement are new, will comply strictly with the relevant specifications, are free from all defects, merchantable, of the most suitable grade, and fit for their intended purposes.
Unless otherwise specified all Goods offered for sale by the Company on the online portal / website shall be subject to the Warranty period of One (01) year (hereinafter referred to as the “Warranty Period”) from the date of Acceptance. Any defective item or part repaired or replaced during the Warranty Period shall itself be subjected to the original Warranty Period.
The Company shall perform any repair at its own cost required to restore Goods to the required standard if Goods or any part thereof fails to meet such requirements at any time during the Warranty Period. This shall include the cost, if any, of collecting the goods from the purchaser and returning the replaced/repaired goods.
The Company shall make every reasonable effort to minimize the period of time that Goods are out of service due to repairs or any other reasons.
The Company shall ensure that all customers purchasing / ordering / inquiring for or about any of the Company’s goods through the Operator’s website / online platform will not be directed and / or recommended and / or encouraged to purchase such goods directly from the Company or from any other source bypassing the Operator’s website / online platform.
The Parties agree that the payment terms shall be in terms of Schedule 1 hereto. The Parties agree that the amounts due to each other may be set off on a bi-weekly basis.
The Parties specifically agree that neither party is liable to the other for any loss of profits or other consequential, special, incidental, punitive, or indirect damages arising in connection with or under this agreement.
Notwithstanding anything to the contrary contained in this Agreement, either party may, without prejudice to any legal right or remedy which may be available to it, terminate this Agreement in the event of the other party:
a.fails to perform any of its obligations hereunder or fails to act in terms hereof;
b.is in breach of any warranties and/or representations;
c.enters into liquidation or compounds with the its creditors or suffers any similar action in consequence of debt;
d.is ordered/directed to cease or suspend its business by any governmental authority or a regulatory body;
e.agreement with any other person or body of persons, which is a pre-requisite for the performances under this agreement, is terminated.
Notwithstanding termination of the Agreement the Company shall duly and properly execute any orders already initiated and/or accepted and/or processed before or at the time of termination.
Upon termination, the Operator and the Company shall within one month thereof complete all pending transactions between them.
Neither party shall have any claim for damages, consequential or otherwise or any other claim whatsoever against the other as a result of termination.
The Parties agree and undertake that all information disclosed by the other for the purposes of and in pursuance of this Agreement/relationship shall at all times remain the sole and exclusive property of the party disclosing it and shall be held in confidence by the other party and shall only be used for and to the extent needed for the purposes envisaged hereunder.
Both parties shall restrict the disclosure of information only to their respective employees (and employees of its affiliated companies) strictly on a need-to-know basis, only upon advising such employees of the obligations assumed herein.
Either party may disclose information without prior written approval of other party unless such information:
a. is not confidential information in terms hereof or lawfully received free of any restrictions to so disclose such information; or
b. which has become generally known or available to the public without breach of this Agreement; or
c. Which is required to be produced pursuant to an order issued by a competent court or regulatory body.
The Company warrants that all the Goods supplied or required to be supplied by the Company in pursuance hereof do not, alone or in combination with any others, infringe any trademark, copyright, patent or other intellectual property rights whatsoever of any third party and the Company shall defend and indemnify and hold indemnified the Operator at all times from all damages, costs and expenses of the alleged infringement of any such trademark, copyright, patent or other intellectual property rights whatsoever or howsoever.
In the event of any action or proceeding of whatsoever or howsoever nature being instituted against the Operator on account of any alleged breach of any third party’s intellectual property in respect of goods offered for sale on the website / online portal by the Company, the Company shall be liable to the Operator for all costs, expenses, damages and loss incurred by the Operator in respect of same.
The parties agree that the respective Intellectual Property of each party shall at all times be intellectual property of such party and the other party shall not make any claim whatsoever or howsoever over the other’s intellectual property of whatsoever nature.
In the event of any action or proceedings being instituted the Company shall immediately
a. replace any alleged infringing item with a non-infringing item;
b. procure the right to continue to use such Goods or item;
c. modify the Goods or any item thereof so that the Goods or that particular item shall cease to constitute an infringement of any such rights.
Notwithstanding anything to the contrary herein the Operator shall be entitled to reasonable use of the Company’s trademarks/marks to the extent required for promotional and advertisement content in respect of the online portal / website.
Either party shall not assign or subcontract, in whole or in part, this agreement or any of the obligations under this agreement or any offer accepted by it in terms hereof, without the prior written consent of the other party. All goods are subjected to be price upmarked by the Operator. A Standard of 17%of the listed price would be paid by the Company to the Operator for the e-commerce services provided. Rates mentioned in 5.2, 5.3 are subjected to change as per current market value. 30 days’ notice will be provided by Operator before changes are in effective.
Subject to clause 6.3 herein if either party is temporarily unable by reason of Force Majeure to meet any of its obligations under the Contract, and if such party gives to the other party written notice of the event within fourteen (14) days after its occurrence, such obligations of the party that it is unable to perform by reason of such event shall be suspended for as long as the force majeure condition exist. The term "Force Majeure" as employed herein, shall include but not be limited to acts of God, strikes, lock-outs or other industrial disturbances, acts of the enemy, wars, blockades, insurrection, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances, explosions and any other events not within control of either party and which by the exercise of due diligence neither party is able to overcome. If a Force Majeure situation arises, the party affected by such Force Majeure event shall promptly notify the other party in writing of such condition and the cause thereof. Unless otherwise agreed by the other party in writing, the party affected by the Force Majeure event shall continue to perform its obligations under this Agreement as far as is reasonable and practical and shall seek all reasonable alternative means for performance.
All correspondence and other documents pertaining to this Agreement which are exchanged by the parties shall be written in the English language.
8.1 The Agreement shall be interpreted in accordance with the laws of the Democratic Socialist Republic of Sri Lanka.
9.1 Any doubt, difference, dispute, controversy or claim arising from, out of or in connection with this contract, or on the interpretation thereof or on the rights, duties, obligation, or liabilities of any parties thereto or on the operation, breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Centre of the Institute for the Development of Commercial Law and Practice. The Arbitration shall be held in Colombo and the language of Arbitration shall be English.
10.1 Any notice, communication relating to anything hereunder shall be sent by email addressed to the respective persons set out as the contact information in the Schedule hereto and shall be followed up in writing and sent by hand and/or courier to the respective address.
10.2 Any change to the contact information should be notified to the other party two weeks prior to such change taking effect.
10.3 Any notice shall deem to have been received by the addressee, one (1) business day after sending if sent by hand or courier and four (4) business hours after successful transmission, if sent by facsimile or e-mail.
Welcome to xpresslanka.com. The xpresslanka.com website (the "Site") is comprised of various web pages operated by XpressLanka.com ("XL"). xpresslanka.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of xpresslanka.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
xpresslanka.com is an E-Commerce Site.
promoting sellers from Sri Lanka to promote global trade.
Visiting xpresslanka.com or sending emails to XL constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that XL is not responsible for third party access to your account that results from theft or misappropriation of your account. XL and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
XL does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use xpresslanka.com only with permission of a parent or guardian.
refund on purchase is allowed within 7 business days.
xpresslanka.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of XL and XL is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. XL is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by XL of the site or any association with its operators.
Certain services made available via xpresslanka.com are delivered by third party sites and This is a RocketLawyer.com document. organizations. By using any product, service or functionality originating from the xpresslanka.com domain, you hereby acknowledge and consent that XL may share such information and data with any third party with whom XL has a contractual relationship to provide the requested product, service or functionality on behalf of xpresslanka.com users and customers.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of XL or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. XL content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of XL and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of XL or our licensors except as expressly authorized by these Terms.
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
XL has no obligation to monitor the Communication Services. However, XL reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. XL reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
XL reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in XL's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. XL does not control or endorse the content, messages or information found in any Communication Service and, therefore, XL specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized XL spokespersons, and their views do not necessarily reflect those of XL.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
XL does not claim ownership of the materials you provide to xpresslanka.com (including feedback and suggestions) or post, upload, input or submit to any XL Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting XL, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. XL is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in XL's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
You will be able to connect your XL account to third party accounts. By connecting your XL account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by XL from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the XL Content accessed through xpresslanka.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless XL, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. XL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with XL in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and XL agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. XPRESSLANKA.COM AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
XPRESSLANKA.COM AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. XPRESSLANKA.COM AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPRESSLANKA.COM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF XPRESSLANKA.COM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE
XL reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Nevada and you hereby consent to the exclusive jurisdiction and venue of courts in Nevada in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and XL as a result of this agreement or use of the Site. XL's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of XL's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by XL with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and XL with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and XL with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
XL reserves the right, in its sole discretion, to change the Terms under which xpresslanka.com is offered. The most current version of the Terms will supersede all previous versions. XL encourages you to periodically review the Terms to stay informed of our updates.
XL welcomes your questions or comments regarding the Terms:
Xpress Lanka LLC
427 N Bruce ST
Las Vegas, Nevada 89101
Effective as of November 16, 2022