Merchant-configurable commercial agreement for consigned inventory, sales evidence, settlement, tax, risk, recall, disputes, and exit.
The configured agreement identifies the merchant or consignee and the supplier or consignor, their registration and tax details where applicable, authorized contacts, and the effective period. The parties remain independent contractors. Bibeno records the agreement and transactions but is not a party, agent, guarantor, or owner of the goods.
The agreement identifies goods, variants, quantities, unit references, condition, batch or serial details where relevant, delivery location, inspection period, rejection process, and accepted stock evidence. An import or scan does not prove physical delivery or acceptance by itself.
The agreement states when ownership and risk of loss, theft, damage, spoilage, contamination, obsolescence, or shrinkage pass, if at all. Consigned stock remains separately identifiable in records and physical controls. No Bibeno stock status overrides the parties' lawful ownership evidence.
The parties allocate storage, security, handling, temperature, shelf-life, insurance, stock-count, incident, and access duties. The party controlling the premises must promptly report material loss, damage, safety concern, or suspected theft and preserve evidence.
The agreement allocates responsibility for lawful sourcing, authenticity, quality, labelling, price display, ingredients, allergens, warnings, traceability, intellectual property, permits, safety, recalls, and consumer remedies. A party must not supply goods it is not authorized to sell.
The agreement states retail pricing authority, minimum or recommended price treatment, discount approval, promotions, bundles, returns, samples, internal use, wastage, and the event that counts as a sale. Terms must comply with competition and consumer law and may not require unlawful resale-price maintenance.
The agreement states commission or fee calculation, tax treatment, deductions, settlement period, payment method, statement content, minimums, reserves if lawful, and the treatment of refunds, chargebacks, discounts, loss, and disputed transactions. No undisclosed amount may be netted from the consignor's settlement.
Each party remains responsible for its own tax registration, invoice, credit-note, accounting, and return obligations. The approved tax model must identify the supplier of record, consideration, commission or agency treatment, and the document generated for each event before live use.
Bibeno may record deliveries, accepted stock, movements, sales, returns, losses, adjustments, settlements, and actors. The parties state stock-count frequency, discrepancy tolerance, supporting evidence, reasonable audit access, confidentiality, correction, and dispute treatment.
The agreement allocates collection, replacement, refund, disposal, notification, cost, regulator, and customer-communication duties for returns, defects, unsafe goods, expiry, and recalls. Internal allocation does not reduce a consumer's rights or prevent urgent safety action.
The parties protect confidential commercial information and use personal information only for approved agreement, sale, settlement, support, fraud, and legal purposes. Product names, images, marks, content, and data may be used only with the required rights. Bibeno's processing remains governed by its customer agreement and DPA.
Each party gives only the warranties it can substantiate, including authority, title or right to consign, product compliance, and accuracy of supplied information. Any indemnity must be proportionate, linked to that party's breach or wrongful conduct, subject to fair defence control, and must not exclude mandatory consumer rights or liability that cannot lawfully be limited.
The agreement states duration, renewal, ordinary notice, material-breach cure, urgent safety or fraud suspension, insolvency treatment, and the consequences of termination. Blocking new consignment activity must not prevent stock return, settlement, correction, export, complaint, or legal preservation.
On exit, the parties reconcile sales, refunds, value, stock, loss, tax documents, and disputes; identify and return or lawfully dispose of unsold goods; settle undisputed amounts; export available records; and preserve mandatory evidence. Unclaimed goods require an approved notice and legal process.
The agreement states operational escalation, reconciliation dispute, mediation or other agreed process, court jurisdiction, South African governing law where appropriate, and valid notice addresses. Urgent safety, privacy, evidence-preservation, or intellectual-property relief is not delayed where the agreed process allows immediate relief.
The final agreement records each party's authorized acceptance, date, exact version and hash, commercial configuration, and delivered copy. A material amendment requires authorized written acceptance and preserves the predecessor terms for historical transactions.
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