Fulfiller supplier agreement

This agreement sets the conditions under which Fulfiller offers the supplier's products to the sellers of its marketplace, keeps the supplier's stock and pays it the price of its sales. It is accepted online, at sign-up or from the supplier space; the date, the time, the accepted version and the IP address are recorded.

1. Definitions

• Reseller: a Fulfiller seller who resells the Supplier's products to its Customers.
• Customer: the final buyer of a Reseller's order.
• Wholesale price: the price set by the Supplier, debited from the Reseller and credited to the Supplier for each delivered unit.
• Wallet: the statement, in the supplier space, of the sums due to the Supplier and of the sums it owes.

2. Purpose

Fulfiller allows the Supplier: to offer its products to the Resellers on the marketplace at a wholesale price; to entrust its stock to Fulfiller, which receives it, stores it and prepares the Resellers' orders; to be paid the wholesale price of each delivered order through its wallet.

Fulfiller acts as a technical, logistics and collection intermediary: it does not buy the products and never becomes their owner. Its obligations are obligations of means; no sales volume is guaranteed and there is no exclusivity on either side.

3. The Supplier's status and authorisations

The Supplier declares that it is a lawfully established professional (national register of businesses, tax identification number) and that it holds all the authorisations, approvals and registrations required to make, import, pack and sell its products: for foodstuffs and food supplements, those provided by law no. 2019-25 of 26 February 2019 and its implementing texts; for imported products, the customs and technical import control formalities. It provides the supporting documents (registrations, certificates, analyses, technical sheets) when Fulfiller asks for them.

4. Conformity and quality of the products

The Supplier guarantees that its products:

• are safe, lawful, not counterfeit and compliant with Tunisian standards and regulations and with their description;
• carry a compliant label, in particular in Arabic, with the composition, directions for use, precautions, batch number, dates and identity of the maker or importer;
• are presented with accurate descriptions, photos and claims, without any claim that they prevent or cure a disease;
• are traceable by batch, and have at receipt at least six months of shelf life left, unless agreed otherwise in writing.

GS1 barcodes are not compulsory, but each product must carry a barcode or a reference. Fulfiller withdraws from sale any product whose date falls within one month and keeps it at the Supplier's disposal.

5. Wholesale price and freedom of the Resellers

The Supplier freely sets its wholesale price, in Tunisian dinars and including all taxes: it is the amount debited from the Reseller and credited to the Supplier. A change of the wholesale price applies to orders created after it; orders in progress keep the previous price.

The suggested retail price is only an indication. The Supplier may not impose, directly or indirectly, a minimum resale price or a minimum margin on the Resellers (article 36 of law no. 2015-36 of 15 September 2015 on the reorganisation of competition and prices). The resale price may not, however, be lower than the wholesale price (ban on resale at a loss, article 34).

Fulfiller checks offers before they are published and may refuse or withdraw a non-compliant offer; it organises the presentation of the marketplace according to objective criteria (availability, quality, reviews, sales).

6. Sales, ownership and returns

Each delivered order makes a sale from the Supplier to the Reseller at the wholesale price, then from the Reseller to the Customer. The products remain the Supplier's property until they are delivered to the Customer; while they are stored, Fulfiller keeps them as a depositary.

Returned parcels go back to the Supplier's stock after a check, and no wholesale price is due for them. If the Customer withdraws after delivery and the product comes back intact, the sale is cancelled: the wholesale price is taken back from the Supplier's wallet and credited back to the Reseller. A returned product that cannot be sold again is reported to the Supplier, and the loss is borne by whoever caused it (the carrier, through Fulfiller's claim; Fulfiller, if at fault; the Supplier, in case of a product defect).

7. Guarantees and recalls

The Supplier answers to the Resellers and to Fulfiller for the lack of conformity and hidden defects of its products, under the Code of Obligations and Contracts and law no. 92-117 of 7 December 1992 on consumer protection. It holds Fulfiller and the Resellers harmless from any claim, penalty or damage caused by its products, their labels, their descriptions or their claims.

In case of a defect, a health risk or a decision of an authority, the Supplier tells Fulfiller at once. Fulfiller blocks the stock and informs the Resellers concerned; the Supplier bears the costs of withdrawal, recall and, where needed, destruction.

8. Stock entrusted to Fulfiller

The Supplier announces each delivery to the warehouse from its space. Fulfiller counts the products at receipt; the differences found are notified to the Supplier and are binding unless contested within 48 hours. Fulfiller may refuse damaged, expired or non-compliant products. The stock and its movements are shown in the supplier space.

Fulfiller keeps the stock with the care of a professional and is liable for its loss or damage while in its custody, except in case of force majeure, inherent defect, insufficient packaging or expired date; the compensation is limited to the wholesale price of the product. Fulfiller may retain the goods as long as sums due remain unpaid (right of retention).

The Supplier may take back all or part of its stock with 7 days' notice, at its cost; orders already confirmed are honoured first. At the end of the agreement, it takes back its stock within 30 days; after that, and after a formal notice left unanswered for 15 days, storage fees keep running and Fulfiller may send the stock back to it at its cost.

9. Fees

The fees that may apply to the Supplier (storage, preparation, returns, services) are those agreed when its account is approved or shown in its space; any change is announced 30 days in advance. They are deducted from the Supplier's wallet and invoiced by Fulfiller in accordance with tax law.

10. Payment of the Supplier and invoicing

The wholesale price of a delivered order is credited as pending to the Supplier's wallet at delivery, then as available when the carrier has paid the cash to Fulfiller. It can be withdrawn once the withdrawal delay shown in the wallet has passed; a longer delay is announced 30 days in advance, unless it is set for one account because of a risk.

The wallet is a statement of account between the parties: it is neither a bank account, nor a payment account, nor electronic money, and bears no interest. The Supplier agrees to the set-off between the sums due to it and the fees, cancelled sales and compensation it owes.

The Supplier may ask for its withdrawable balance to be transferred to a bank or postal account in its own name; Fulfiller makes the transfer within 7 working days of the request. Fulfiller may suspend a payment and ask for documents in case of dispute, suspected fraud, unusual operation or request from an authority, in compliance with the law on the fight against money laundering. Any disagreement with a wallet operation must be reported within 60 days.

Fulfiller provides a detailed statement of the sales per Reseller. The Supplier issues the invoices for its sales in accordance with article 33 of law no. 2015-36 and with tax law, including electronic invoicing where it applies; each party remains responsible for its own tax obligations.

11. Content and intellectual property

The Supplier guarantees that it holds the rights to the trademarks, photos, texts and videos it publishes. It grants Fulfiller and the Resellers, for as long as the offer is published, the free and non-exclusive right to reproduce and show them (online stores, social networks, advertising) to sell its products. The Resellers may not register or use the Supplier's trademark for any other purpose.

12. Data and confidentiality

The Supplier receives sales statistics; it does not receive the Customers' personal data, except when a product recall or a legal obligation requires it, and then only for that use, in accordance with organic law no. 2004-63 of 27 July 2004. It uses the information on the Resellers obtained through Fulfiller only to perform this agreement.

Fulfiller processes the data of the Supplier and of its team to manage the account, as described in its privacy policy (fulfiller.net/privacy). Each party keeps the other's non-public information confidential during the agreement and for three years after it ends.

13. Withdrawing a product

The Supplier may ask from its space for a product to be withdrawn from the marketplace; orders already confirmed are honoured. The remaining stock is kept at its disposal and returned to it on request, at its cost.

14. Liability

Apart from the stock (article 8), Fulfiller's liability is limited to direct and foreseeable damage; Fulfiller is not liable for indirect losses (loss of profit, of customers or of opportunity). These limits do not apply in case of fraud or gross negligence (article 244 of the Code of Obligations and Contracts).

15. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 283 of the Code of Obligations and Contracts (disaster, decision of an authority, general strike, widespread network failure, etc.). The party prevented tells the other at once; if the impediment lasts more than 30 days, either party may end the agreement without compensation.

16. Term, suspension and termination

The agreement is made for an indefinite term. Either party may end it at any time with 30 days' notice, in writing (letter or e-mail).

In case of serious breach (dangerous, forbidden or non-compliant product, fraud, unpaid sums, harm to Customers or to data), the other party may suspend the services or end the agreement automatically, 8 days after a formal notice left without effect, or at once in case of emergency or legal obligation.

When the agreement ends, confirmed orders are completed, the products are withdrawn from the marketplace, the stock is returned (article 8) and the balance is paid once the last payments are collected and the sums due deducted, at the latest 60 days after the end of the agreement.

17. Changes to the agreement

Fulfiller may change the agreement, in particular to adapt it to the law or to the services. The new version is published and announced in the account's space; it applies once the account holder accepts it there. Until then, the previous version keeps applying, and either party may end the agreement under article 16 without cost.

18. Evidence, notices and language

Fulfiller's electronic records (acceptance of the agreement, history of orders, stock and calls, wallet, messages) are evidence between the parties, in accordance with law no. 2000-83, unless proven otherwise. Notices are validly made through the account's space or by e-mail to the account's address.

The agreement is available in French, Arabic and English; in case of difference, the French version prevails.

19. Applicable law and disputes

The agreement is governed by Tunisian law. The parties first look for an amicable solution for 30 days from a written complaint. Failing that, the dispute is brought before the competent courts of the place of Fulfiller's registered office.