Vendor Agreement

1.1. This Agreement outlines the rights and obligations between Malaky Shopping e.U. (the “Marketplace Operator”) and the Supplier.
1.2. The Marketplace Operator provides an online platform that connects independent Suppliers based in Madagascar with customers worldwide. The Marketplace Operator acts solely as an intermediary and facilitator of transactions.
1.3. By registering as a Supplier on our platform, you agree to be bound by the terms of this Agreement, our Privacy Policy, and all other policies referenced herein.

2.1. To become a Supplier, you must be a legally registered business entity in Madagascar and provide all requested documentation, including business registration, tax identification, and any relevant licenses or certifications.
2.2. The Marketplace Operator reserves the right to approve or reject any Supplier application at its sole discretion.

3.1. Suppliers are solely responsible for creating and maintaining accurate, complete, and truthful product listings, including descriptions, images, prices, stock levels, and shipping information.
3.2. All product information must comply with Malagasy laws and regulations, including those concerning labeling, consumer information, and product standards (e.g., Bureau des Normes de Madagascar – BNM).
3.3. Product Quality, Safety, and Compliance: Supplier warrants that all products offered, listed, and sold on the marketplace shall be of merchantable quality, fit for their intended purpose, free from defects, and comply with all applicable Malagasy laws and regulations concerning product safety, labeling, manufacturing, and food safety standards. This includes, but is not limited to, laws regarding hygiene, ingredients, allergens, shelf-life, and proper storage.
3.4. Supplier acknowledges and agrees that they are solely responsible for the quality, safety, and legality of their products, and for any and all claims, liabilities, losses, damages, or expenses (including legal fees) arising from defects, non-compliance, or any health issues, illnesses, injuries, or other adverse reactions caused by their products.
3.5. Supplier shall maintain all necessary licenses, permits, and certifications required by Malagasy authorities for the production and sale of their goods, particularly food items.
3.6. The Marketplace Operator reserves the right to remove any product listing that it deems, in its sole discretion, to be unsafe, illegal, misleading, or in violation of this Agreement.
3.7 Prohibited Products: Suppliers must not list or sell any products that are illegal, counterfeit, infringe on intellectual property rights, are hazardous, or are otherwise prohibited by the Marketplace Operator.

4.1. Suppliers are solely responsible for promptly processing, packaging, and shipping all orders received through the platform.
4.2. Suppliers must adhere to the shipping methods and estimated delivery times indicated in their product listings.
4.3. Suppliers must provide valid tracking information for all shipped orders if not shipped through our driver’s Application.
4.4. Compliance with Malagasy E-Invoicing: Suppliers must comply with Madagascar’s mandatory electronic invoicing requirements (expected to be fully implemented in 2025) for all transactions originating from Madagascar.

5.1. Suppliers set their own product prices.
5.2. The Marketplace Operator will charge a commission on each sale made through the platform, as agreed upon separately (e.g., in a separate fee schedule or addendum).
5.3. Payments from customers will be processed by the Marketplace Operator via Stripe (Credit Cards) or Coinbase (Crypto-Wallet). The Marketplace Operator will remit the net proceeds (sale price minus commission and any applicable fees) to the Supplier according to the agreed payment schedule (e.g., bi-weekly).
5.4. Supplier Tax Obligations: Supplier is solely responsible for all taxes, duties, and fees applicable to their sales and income in Madagascar, including but not limited to Income Tax, Synthetic Taxes, VAT, and any other local or national taxes. The Marketplace Operator is not responsible for collecting or remitting Supplier’s taxes in Madagascar.

6.1. Suppliers are primarily responsible for handling customer inquiries, complaints, and support related to their products, including product information, order status, and post-sale issues.
6.2. Suppliers must respond to customer inquiries in a timely and professional manner within 24 hours maximum.
6.3. In case of disputes between a customer and a Supplier, the Marketplace Operator may, at its discretion, assist in mediation. However, the ultimate responsibility for resolving the dispute lies with the Supplier.

7.1. Suppliers must honor return and refund requests in accordance with the return policy communicated to customers and any applicable mandatory consumer protection laws.
7.2. Suppliers are responsible for processing refunds for returned items through the Marketplace Operator’s platform.
7.3. Suppliers are responsible for the costs associated with returns due to product defects, inaccuracies, or non-compliance.

8.1. Supplier warrants that all products, content, and materials provided by them for listing on the platform do not infringe upon any intellectual property rights (including copyrights, trademarks, patents, and trade secrets) of any third party.
8.2. Supplier agrees to indemnify, defend, and hold harmless the Marketplace Operator from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with any actual or alleged infringement of intellectual property rights by Supplier’s products or content.

9.1. Supplier agrees to indemnify, defend, and hold harmless Malaky Shopping e.U., its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) any breach by Supplier of its warranties or obligations under this Agreement; (b) any defect in, or safety issue with, Supplier’s products, including but not limited to claims related to food poisoning, allergic reactions, illness, injury, or death attributable to Supplier’s products; (c) any infringement of intellectual property rights by Supplier’s products or content; (d) any violation of applicable laws or regulations by Supplier (including Malagasy laws); or (e) any negligent or willful misconduct of Supplier.

10.1. The Marketplace Operator’s liability under this Agreement shall be limited to the fees received from the Supplier for the specific transaction giving rise to the claim in the one (1) month preceding the event.
10.2. The Marketplace Operator shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising from the Supplier’s activities on the platform or the products sold.

11.1. This Agreement may be terminated by either party with 10 days written notice.
11.2. The Marketplace Operator reserves the right to immediately suspend or terminate Supplier’s account and remove all product listings if Supplier fails to comply with any terms of this Agreement, particularly those related to product quality, safety, and legality, or if we receive credible complaints regarding health issues caused by Supplier’s products.
11.3. Upon termination, Supplier must fulfill all outstanding orders and process any pending returns or refunds.

12.1. This Agreement shall be governed by and construed in accordance with the laws of Germany and Madagascar, without regard to its conflict of law principles.
12.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Oldenburg, Germany. We encourage mediation through Malaky.shop as a first step for dispute resolution.

13.1. The Marketplace Operator reserves the right to modify this Agreement at any time. We will notify Suppliers of significant changes. Continued use of the platform after such notification constitutes acceptance of the modified terms.

14.1. This Agreement constitutes the entire agreement between the Supplier and the Marketplace Operator.
14.2. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.