MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is concluded between: You as a Seller (hereby referred to as Seller) with Name, Address & Phone Number as mentioned by you in this Registration Process. 

AND Blink23 Inc. (hereby referred to as Blink23)

Where both Seller and Blink23 agree to the following terms: 

Sellers:

1. Seller will provide company registration or National ID number, if individual, for Blink23’s records.  
2. Sellers must be manufacturers, makers, or artists who manufacture produce the products. Sellers may be authorized distributor of products with agreement from manufacturer to sell on Blink23 as sole representative for the specific product under the brand. 

Products:

3. All products must be approved by Blink23 prior to being listed online or sent to Blink23’s warehouse.
4. Products must be legally permitted to be sold by all countries in which Blink23 online market place is available.
5. All products must be legally permitted to export and import by countries where import/export is to take place.
6. All products must be 100% original, new and unused.  
7. Blink23 does not allow selling of counterfeit or similarly made to infringe upon copyright of another product. 
8. All products listed and sold on Blink23 by the Seller must have complete warranty as specified by the manufacturer and must be valid in countries where Blink23 online market is available.

Listing of Products

9. Sellers must provide as much details as possible for products that are to be listed.  All information provided by sellers must be true and accurate.  
10. Sellers has to provide photographs and brand logos as outlined by Blink23 for each category.  The number of photographs and shot requirements will be provided by Blink23 prior to start of listing.
11. Images of products must be on white or clear background with clear view of the product.
12. Sellers personal, social media and contact information is not be included in any photographs or descriptions. 
13. Sellers have the option of using Blink23’s catalogue services for professional images and merchandise description assistance. 
14. Blink23 reserves the right to be able to approve, reject and request changes in images, merchandise descriptions and any information provided by the Seller.
15. All price changes must be approved by Blink23 prior to taking effect on listing.
16. Blink23 reserves the right to reject any price changes by Seller if deemed unreasonable and product will be unlisted until price is approved.

Shipping Directly to Customer (Fulfilled by Seller)

17. If product is sold directly by Seller without sending to Blink23’s warehouse, the Seller agrees to manage his/her own inventory and to ensure that the inventory numbers, categories and other sales related information is updated at all points in time. 
18. If product is sold and shipped directly to Customer by Seller, the Seller is responsible for packing the product and shipping to the customer or packing the product for Blink23’s logistic partner to deliver to the customer.

Shipping and Warehousing – Fulfilled by Seller

19. Seller will be responsible to keep accurate stock information on Blink23. 
20. Seller will be responsible for packaging the products and for shipping out all products within 24 hours of order placed by customer, unless otherwise agreed prior to listing. 
21. All orders are considered confirmed unless Seller contacts Blink23. In case the item is out of stock or any issue regarding the order arises, the Seller will inform Blink23 at the earliest, no longer than 24 hours.  
22. Seller will be responsible for shipping to customer according to Blink23’s shipping requirements.
23. Seller must include tracking information in the Blink23 system for customer information and update status at the time of shipping.

Returns and Refunds – Fulfilled by Seller

24. Seller will take returns for any product if buyer cancels the order or if order is undelivered by shipping company for any reason. Payments for these returns will be deducted from the next payment cycle if they cannot be canceled. 
25. Customers have 14 days to return or ask for refund for any reason (except cross border sales).
26. Payment for returns will be made to the customer and deducted from Seller’s balance. 
27. For sales across border, seller will set refund policy by selecting one of the following:
    1. 30 days return policy
    2. 14 days return policy
    3. Exchange/replacement only 
    4. Not returnable (Final Sale) – items arrived damaged must be returnable as exception

28. Seller will pay postage for returns. Shipping paid by customer for original purchase is not required to be refunded.
29. Returns can be made to Blink23 warehouse in US instead of sending back to Seller. Blink23 can send return labels to the customer.  The cost of return postage will be deducted from next payment cycle. 
30. Items returned to Blink23 warehouse undamaged and in sellable condition will be shipped to the next order. Blink23 warehouse fulfillment fee applies for shipments to new customer. 
31. Items damaged or unsellable will be taken out of inventory.  These items can be sent back to the Seller if requested (postage paid by seller). The items will be disposed within 30 days. Seller will pay the cost of disposal (if any).  

Fulfilled by Blink23

32. If product is sent to Blink23 warehouse, Blink23 will fulfill customer orders with fulfillment fee based on product weight and dimensions. 

Shipping and Warehousing – Fulfilled by Blink23

33. If Seller is sending products through Blink23 logistics, Seller will be responsible to get products to Blink23 local warehouse during the specified window. If seller cannot send products to Blink23 warehouse on time, Blink23 reserves the right to send products back or accept the product for next shipment window.  Seller will bear the cost warehousing for missing the shipment window. 
34. Seller will provide product sample to Blink23 for approval, pricing advice and catalogue services (if selected).  
35. Blink23 will send sample back to Seller at the expense of the Seller.
36. Seller will be responsible for packaging products to withstand shipping and handling.
37. Seller will be responsible for generating Vendor Shipping List (“VSL”) from approved list of products with accurate quantity and at preapproved quality of the sample.
38. Only products at sellable condition will be accepted.  Any products missing or damaged from the VSL will not be accepted from Blink23.  Products arrived damaged will be sent back to the Seller at the expense of the Seller.
39. Blink23 will inform Sellers of monthly warehousing cost.
40. Products that are damaged due to shipping or handling after being accepted in Blink23’s inventory will be responsible by Blink23.
41. If Seller is sending products to Blink23 US warehouse through their own logistics, any damage during shipping or handling will be responsible by Seller.
42. Seller will be responsible for cost of shipment to Blink23’s warehouse and shipment of products from Blink23’s local warehouse to Blink23’s distribution warehouse in the US and other countries.
43. Seller will be responsible for fulfillment fees when product is sold. Fulfillment fees are to pick, pack and ship merchandise to customer, including materials for shipping.  Fulfillment fees does not include cost shipment or delivery to the customer.
44. Seller will be responsible for the balance of shipment cost from Blink23’s distribution warehouse to Customer’s location minus shipping charges paid by the customer.
45. Seller may choose to pay for 100% of shipment cost to Customer’s location by including the cost in the product price to encourage more purchases.
46. Blink23 can provide assistance in deciding if some or all of shipping costs should be included in pricing.
47. Blink23 is not responsible for price by logistic partners which might change from time to time however Blink23 will try to ensure that any such change is conveyed to the sellers in advance.
48. Products maybe returned to Seller at Seller’s request and expense.

Returns and Refunds – Fulfilled by Blink23

49. Customers have 30 days to return or ask for refund.
50. Food items cannot be returned but have 7 days refund period if item is damaged or stale.
51. If products are returned due to incorrect description, being in not working condition, unsatisfactory quality, or buyer changed his/her mind regarding the purchase, Seller will be responsible for shipping cost from the customer to Blink23’s warehouse.
52. If products are returned due to shipping damaged from the warehouse, Blink23 will be do its best efforts to get reimbursement from the shipping company.
53. If product become damaged without fault of Blink23 warehouse’s handling, but due to deterioration through time, Seller will be responsible for the cost.
54. The following items cannot be returned under any circumstances:
    1. Downloadable software/games
    2. Gift cards
    3. Earrings
    4. Certain jewelry items
    5. Customized or personalized items (unless mistake was made in personalization)
    6. Lingerie and underwear
    7. Nightwear such as pajamas
    8. Swimwear
    9. Socks
    10. Some health and personal care items
    11. Items with wear and tear

55. Damaged product will be taken out of Blink23’s inventory with cost to appropriate party predetermined and agreed upon.
56. Damaged product can be returned to Seller at the Seller’s expense.  

Unsold Merchandise – Fulfilled by Blink23

57. Products that are unsold over time, can be returned to Seller at the Seller’s expense or be disposed by Blink23 at a fee.
58. Product disposal include selling to a third party at a bulk rate and remaining balance given back to Sellers.
59. Product disposal may also include donation to charities.
60. If Seller does not choose a method of disposal, Blink23 reserves the right to dispose at appropriate method.
61. Blink23 will continue to warehouse with continued warehousing fees at Seller’s request.
62. Unsold products maybe returned to Sellers at Seller’s expense.

Selling Fees

63. For all transactions that take place on Blink23 App/Web, the Seller will have to pay Selling Fee of 15% of the listing price for Blink23’s Basic Services.
64. For all transactions for products identified under Food category, the Seller will have to pay Selling Fee of 12% of the listing price for Blink23’s Basic Services.
65. Sellers have the option to promote products as added services at listed prices.
66. For additional services, the fees may vary. In case of any change in the commission structure, the seller will be notified immediately.

Payments and Account Balances

67. Seller payments will take place based on monthly statement balance – in case of any change in the payment cycle policy, the seller will be notified immediately.
68. Seller will be responsible for paying shipping fees to Blink23’s distribution warehouse prior to shipping of product through Blink23 logistics. 
69. Warehousing charges will be billed at the end of each month with partial month on prorated basis.
70. Seller acknowledges that Blink23 is in no way responsible for the manufacturing or production of any items sold on Blink23.
71. Either party, Blink23 or the Seller has the right to terminate this contract by furnishing a minimum notice of 30 days. 
72. Blink23 also reserves the right to modify, add or remove any clauses in these Terms or Conditions without prior notice. Any modifications, additions or removals however will be immediately reflected on the Blink23 Application and Website.