Terms

VENDORS’ TERMS AND CONDITIONS

We at X-Mart – the owner and operator of xorcnc.com – welcome you the “Vendor” to our smart and interactive online trading platform, which facilitates the selling and buying process of dental tools, materials, and equipment.

Abstract

X-Mart will state hereunder the terms and conditions of using www.xorcnc.com the “Website” by “Vendor”. The “Vendor” (you) who wants to register on xorcnc.com, and to use our services and mobile application to sell products must accept these Vendors’ Terms and Conditions “Terms”. By creating a “Vendor” account with us, you agree to be committed to these “Terms”, and all policies, guidelines, and other terms incorporated on the “Website” (Website Terms).

In Addition, X-Mart reserves the right to change the “Terms” at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the “Website” without any further notice to you. You are responsible for reviewing any applicable changes. Your continued use of the “Website” and our services following X-Mart’s posting of any changes will constitute your acceptance of such changes. If you do not agree to any change to these “Terms”, you must not continue to use the “Website” and/or X-Martservices.

MAIN TERMS DEFINITIONS

X-Mart: is the owner and operator of xorcnc.com the “Website”.

Website: www.xorcnc.com

Services: Are all provided services by X-Mart through the web and mobile platforms for Vendors to sell their products to endusers. In addition, X-Mart provides digital services such as order management, shipping and handling, cash collection and processing of payments,call centre and customer support.

Vendor/Vendors: You are the vendor, who is willing to register or already registered on www.xorcnc.com. Who is using the “Website” and the Services at your own risk, and X-Mart bears no risks relating to Vendors’ products, and all rights and liabilities therein.

Vendor Account: Vendor registration process will result in creation of a Vendor account on the Website. X-Mart may also assist Vendors for creating an account after receiving necessary information. Vendor must first familiarise with the sale process set out on the Websiteand all WebsiteTerms.

If the vendor chooses, or has been provided with, a user name, password or any other piece of information as part of our security procedures, he must treat such information as confidential. He must not disclose it to any third party. X-Mart has the right to disable any user identification name or password, whether chosenby the vendor or allocated by us, at any time, if in our reasonable opinion, you have failed to comply with any ofthe provisions of these terms of use.

Vendor must not register under a false name and impersonate anyother Vendors’log-in credentials, or password(s). Such fraudulent conduct is a violation of applicablefederal, local or international laws and regulations (Applicable Laws). You agree to provide all relevantinformation to X-Mart while your account is active.

Product/Products: All products have been uploaded by Vendors on the Website in order to sell it/them to the end users.

Buyer: Those who are shopping Vendors’ products through the Website.

Orders: Those product/products that have been purchased by the end user through the Website.

TERMS AND CONDITIONS

1. X-Mart Services:

X-Mart offers the Website and mobile platforms for Vendors in order to facilitate selling process to the end users.
X-Mart provides the vendor with technology and services such as order management, fulfilment, all shipping and handling, cash collection and processing of payment, and call center and customer support (Services).
Therefore, X-Mart has no legal responsibilities toward any relation, deals, or agreements between the Vendor and the Buyer that haven’t been processed through the Website and/or the mobile platforms.
Vendor registration process on the Websitedenote that the vendor delegatesX-Martto complete selling process of Vendor’s products. X-Mart is delegated by the Vendor to manage, fulfil, ship and handle the order, cash collection and processing of payment.
Vendor acknowledges that X-Mart may, from time to time, upgrade features of the Websiteand or certain aspects of the services that it provides to its customers generally. For Vendor to benefit from any such upgrade, X-Mart may make changes to the provision of the Services and the procedures by which Vendor receives the Services. X-Mart may also, from time to time change the Services to the extent required to comply with any change in Applicable Laws.
X-Mart may suspend performance of the Services without notice and without liability in the following circumstances (although X-Mart shall notify Vendor as soon as practicable of any such suspension):
If Vendor breaches these Terms or any of Website policies.
If Vendor fails to reasonably cooperate with an investigation by X-Mart.
Where X-Mart reasonably believes that its continued provision of the Services would expose Vendor or X-Mart or their respective networks or customers to a material security risk or a regulatory action.
Vendor performance does not meet X-Mart’s reasonable financial projections.
X-Mart also reserve the right to report any activity that either of them suspects violates any Applicable Law to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect X-Martand purchasers, or to ensure the integrity and operation of X-Mart’s business and systems, X-Martmay access and disclose any information it considers necessary or appropriate, including but not limited to Vendor account details, contact details, IP address and traffic information, usage history, and posted content. X-Martand a Vendor each shall protect purchaser data as per their respective policies and the applicable laws of the Arab Republic of Egypt.
X-Mart has the right to use, copy, distribute, modify and disclose to third parties any content, trademarks, materials or product images that you upload on the Website (and Vendor warrants that it is entitled to grant that license). This license you grant to us is nonexclusive, fully paid and royalty free, sub-licensable, and worldwide. We do not grant any license to you except the Services that we offer.
Nothing in these Terms shall: (i) make either party a partner of the other party, or (ii) grant any right or authority to either party to bind the other.
The rights of each party under these Terms:
May be exercised as often as necessary;
If Vendor fails to reasonably cooperate with an investigation by X-Mart.
Are cumulative and not exclusive of rights or remedies provided by law;
May be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.
Any notice served in respect of these Terms will be sent by email , and will be deemed to have been received at the time of receipt.
If any term of these Terms are or become illegal, invalid or unenforceable in any jurisdiction that shall not affect:
The legality, validity or enforceability in that jurisdiction of any other clauses; Or
The legality, validity or enforceability in other jurisdictions of that or any other provision of these Terms.
No amendment to these Terms shall be binding on the parties unless set out in writing, expressed to amend these Terms and signed by authorized representatives of each of the parties.
Neither party shall accept or give any commission or gift nor shall other financial benefit or inducement from or to any person or party in connection with these Terms and each party ensure that its employees, agents and subcontractors will not accept or give any such commission, gift, benefit or inducement. Each party will immediately give the other party details of any such commission, gift, benefit or inducement which may be offered.
As a Vendor, you use the Website and the Mobile services at your own risk, and X-Martbears no risks relating to your products, and all rights and liabilities therein.
X-Mart obligation to remit funds received by it on behalf of the Vendor is limited to funds that we have actually received less amounts owed to X-Mart, subject to chargeback or reversal or withheld for anticipated claims in accordance with these Terms.
X-Mart may terminate these Terms at any time at its sole discretion though X-Mart shall try to give 30 (thirty) days’ notice to Vendors. Upon termination, your Vendor registration shall cease to exist. No termination of these Terms shall affect any accrued rights or liabilities of either party, or affect the coming into force or the continuance in force of any provision of these Terms which is expressly or by implication intended to come into force or continue in force on or after termination, or require a court order.
These Terms together with Website Terms and signed agreement between X-Mart and the Vendor contain the entire agreement of the parties relating to the transactions described in it.

2. Vendor’s Responsibilities:

As a part of registration process, Vendor will provide trade license and copy of Tax ID, and any additional documents may be requested by X-Mart.
Vendor is responsible to packthe products safely and in good manner to avoid damages, and ensure that his products do not cause any personal injury or damage to properties or people.
Vendor cannot transfer or assign any of his rights or duties under these Terms to any third party. X-Mart may assign our rights or obligations (or both) to a group or affiliate company without consent.
Vendor shall provide the required warrantees and maintenance for the purchased products in accordance with market practices, Website policies and Applicable Laws, and remain responsible for aftersales services, guarantees and maintenances, and defects.
Products that are hazardous to health and safety will require additional warranties, and higher safety standards as may be required by the local government or law enforcement agencies. Liabilities for not following relevant safety and health requirements or selling products hazardous to individuals or properties will be at Vendor sole risk and cost.
Vendor has the full legal responsibility toward his products offered through the Website.
The Website and Services shall be used only for lawful purposes and in a lawful manner, and the Vendor must comply with all Applicable Laws.
Vendor must ship products within 03 (three) days from the order date, unless you specify another shipping time in writing.
It is a Vendor duty not to place any misleading advertisement or information about his products or a brand on the Website. If the Vendoris found breaching these terms, he must accept return of products and will pay X-Mart a penalty. The penalty under these Terms will be amended and notified by X-Mart from time to time.
Vendors can validate sales reports for each calendar month through their accounts and the report will include the amount successfully collected for their products minus X-Mart’s fees.
Vendor is responsible for payment of taxes in connection with sold products through the Website including interests, collection or withholding costs associated.
Vendor acknowledges that X-Mart may from time to time introduce and implement new business rules, and customer care guidelines. Additionally, we are under no obligation to provide any information, material or document back to you, including following termination of these Terms or cancelation of a Vendor account.

3. Vendor Warranties:

Vendor represents and warrants that:

Vendor has the power and licenses, permissions, authorizations, proprietary rights, consents and permits in the products and to sell and promote products in Egypt.
Offered products conform to quality and safety standards.
Vendor shall be solely responsible for any products placed or distributed through the Website and breach of any third-party contracts.
Placement of products and sale of products through the Website will not be in breach of any Applicable Laws or third party rights.
All products including the materials supplied to the End-Users are original and free from any defects.
Vendor will not engage in any unfair trade practices, and publish any inaccurate or misleading advertisement or information about products on or via the Website.
Vendor will neither sell nor deliver to an End-usera refurnished or used item, and that the products will be always new.
Vendor agrees to reimburse X-Martany fines or fees imposed on X-Martby a relevant authority for breach of these warranties. X-Martalso reserves the right to withhold payment of any fees due to Vendors in such cases. Vendor shall also immediately compensate the purchaser(s) with the value of the purchased item and shall return any unacceptable products at its own cost.

4. Website Policies:

Website Terms are applicable to all activities or transactions made on or via the Website. If X-Martis notified by a vendor or a third-party brand owner, or via acourt, administrative or government order that the products or a portion violates the Intellectual Property Rights or IPRs (including without limitation):

Copyright, patents, database rights and rights in trademarks, designs, knowhowand confidential information (whether registered or unregistered).
Applications for registration, and the rightto apply for registration, for any of these rights.
All other IPRs and equivalent or similar forms of protection existing anywhere in the world, or any other rights of anythird party or any Applicable Laws, X-Mart may remove such products from the Websiteand X-Mart warehouses (if relevant) at its sole discretion or ask Vendor to removesuch products within a reasonable timeframe notified in writing.

5. Payment Condition:

Nevertheless, these Terms and without prejudice to X-Mart’s other rights and remedies, Vendor acknowledges X-Mart’s rights to:

Withhold all and any amounts to Vendor.
Recover from Vendor all losses or damages suffered by X-Mart and or a purchaser as solely determined by X-Mart.

6. Return Policy:

Products sold on the Website are subjected to a return policy that is within 14 (fourteen) calendar days of the date of delivery as long as products are in theoriginal packaging, and original condition when purchased and received except in cases a product is counterfeit or defective and/ or materially different from the one ordered by a purchaser.
X-Mart’s customer support team will arrange return for Vendor by arranging a courier pickup and return, at which point full refund is made to a purchaser. Vendor must accept return of an item without fail. In the event of a return not in breach of a Vendor obligations under this provision, X-Mart will not charge any costs or penalty.
Nevertheless, X-Mart may charge shipping charges on Vendors if products are returned due to Vendor’s breach of these Terms or Website Terms. Nevertheless, these Terms, returned products if not accepted by Vendor after two attempts by X-Mart will be held in X-Mart’s custody for 60 (sixty) days from the date of receipt for Vendor to take delivery. After this period, X-Mart retains the right to destroy products at its own discretion, and Vendor will exhaust rights in the products including any fees, revenues or price.

7. Vendor’s Release and Indemnity:

Vendor undertakes to release X-Mart from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between Vendor and purchaser or third party. You will defend, indemnify and hold harmless X-Mart, and each of our affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceedings instituted by a third party, entity or a government agency, that arises out of or relates to:

The products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide.
Any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms.

8. Force Majeure:

Neither party shall be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause or causes beyond its reasonable control including without limitation any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock out, sit in, industrial or trade dispute, adverse weather, disease, accident to (or breakdown of) plant or machinery, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention.

9. Governing Law:

These Terms shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt. Any dispute, claim or controversy arising out of or in connection with these Terms (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with these Terms) shall be solved in a sympathetic way. If any dispute remains unresolved 15 days after, it shall be finally settled by arbitration under the Arbitration Rules of the CRCICA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be Three, one represents each party, and the third is the head of the arbitration team, who has been accepted by both parties. The seat, or legal place, of arbitration shall be Egypt Cairo. The language to be used in the arbitration shall be English/Arabic. However, either party may seek injunctive relief in any court of competent jurisdiction against any matters relating to IPRs.