15% Net
Excludes VAT, shipping & returns
Ready SA Stock
Physical warehouse in South Africa
24 Hours
XIPE courier collects; zero last-mile cost
24-Month Restraint
Non-circumvention & buyer data protection
Mandatory Vendor Notice & Execution Requirement:
PLEASE READ THESE TERMS CAREFULLY BEFORE REGISTERING AS A VENDOR ON THE XIPE MARKETPLACE. BY EXECUTING THIS TERM SHEET ELECTRONICALLY OR BY LISTING PRODUCTS ON THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE UNCONDITIONALLY BOUND BY THESE TERMS UNDER SOUTH AFRICAN LAW.1. INTRODUCTION & SCOPEART. 01
1.1 These Terms of Use ("Terms") constitute a legally binding agreement between XIPE GLOBAL (Pty) Ltd ("XIPE", "we", "us", or "our"), registration number 2026/373359/07, and you ("Vendor", "you", or "your") regarding your access to and use of the XIPE Online Marketplace platform ("Platform") for the purpose of listing, marketing, and selling products to registered hardware store buyers ("Buyers") in the Republic of South Africa.
1.2 Independent Intermediary Status: XIPE operates the Platform as an independent intermediary. We do not purchase, own, or take title to your products. We provide trade e-commerce technology, payment collection, logistics coordination, and buyer relationship management services. Each sale is a direct contract between you and the Buyer, facilitated and settled by XIPE.
2. DEFINITIONSART. 02
- "Buyer" means a registered hardware retail store, building merchant, or commercial trade purchaser who places orders through the Platform.
- "Category Matrix" means the sub-category classification system published by XIPE and updated from time to time.
- "Commission" means the fifteen percent (15%) fee charged by XIPE on the Net Product Value of each successfully delivered order.
- "Net Product Value" means the product selling price excluding shipping fees, Value Added Tax (VAT), promotional discounts, and returned merchandise.
- "Platform" means the XIPE Online Marketplace website (xipe.co.za), mobile web interface, and associated vendor portal facilities.
- "Pickup Location" means your designated commercial warehouse or fulfillment facility located physically within South Africa from which XIPE logistics collects fulfilled orders.
- "Products" means the trade-ready finished hardware goods you list on the Platform.
- "Supply Price" means the price at which you agree to supply Products to XIPE for platform resale, net of Commission.
3. VENDOR ELIGIBILITY & ONBOARDINGART. 03
3.1 Statutory Eligibility: To register as a Vendor, you must: (a) be a legally registered business entity in good standing; (b) hold valid tax and VAT registration in your jurisdiction; (c) maintain a physical Pickup Location in South Africa with ready stock; and (d) provide true, accurate, and complete registration information.
3.3 Vetting & Approval: XIPE reserves the absolute right to approve or reject any Vendor application at its sole discretion. Approval does not constitute an endorsement of your products, business practices, or creditworthiness.
3.4 Overseas Manufacturers: Overseas manufacturers must independently complete all South African import formalities (including South African Revenue Service customs clearance, import tariffs, and import VAT) and ensure goods are physically available at a South African warehouse prior to listing. XIPE does not arrange or pay for international freight or customs clearance.
4. CATEGORY EXCLUSIVITY & PERFORMANCE METRICSART. 04
4.1 Exclusive Allocation: XIPE assigns product categories to Vendors on an exclusive basis within the Platform. During your active term, no other Vendor may list Products in the categories assigned to you (as set out in your Category Assignment Schedule).
4.2 Matrix Governance: Categories are defined at the sub-category level per the Category Matrix. XIPE may create, merge, or split categories with 14 days' prior written notice.
4.3 SKU Expansion: You may request to add new SKUs within your assigned categories. XIPE reviews and approves or rejects such requests within 5 working days based on quality standards, pricing parity, and category fit.
4.4 6-Month Performance Review: Exclusivity is reviewed every 6 months. If you fail to maintain ready stock levels of at least 80% of your assigned SKUs for 30 consecutive days, or if your seller fulfillment rating falls below 3.5/5 for 60 days, XIPE may open your category to additional Vendors without requiring prior consent.
5. PRODUCT LISTINGS & QUALITY STANDARDSART. 05
5.1 Accuracy & Inventory Sync: You are solely responsible for the accuracy of all product data, including descriptions, technical specifications, imagery, pricing, and stock levels. You must update inventory in real time. Listing out-of-stock items constitutes a material breach of these Terms.
5.2 Finished Goods Only: All Products must be original finished goods. You are strictly prohibited from listing: (a) locally assembled or substandard modified goods; (b) repackaged or relabeled goods; (c) goods mixed with non-XIPE approved accessories; or (d) counterfeit, infringing, or hazardous items.
5.3 Listing Removal: XIPE may remove, delist, or suspend any Product listing that violates these Terms, misleads Buyers, or harms the Platform's trade reputation, immediately and without prior notice.
6. PRICING & PRICE PARITY OBLIGATIONART. 06
6.1 Pricing Authority: You set your Supply Price for each SKU. XIPE sets the final Platform Retail Price displayed to Buyers, which incorporates your Supply Price plus XIPE's markup (covering Commission and logistics recovery). You may recommend a retail price, but final platform pricing authority rests with XIPE.
6.3 Price Adjustments: You may request price adjustments with 7 days' prior notice. XIPE may reject adjustments that violate the price-parity policy or harm trade competitiveness.
6.4 Platform Promotions: XIPE may run Platform-wide trade campaigns. You agree to participate in authorized promotions up to a maximum discount of 10% off your Supply Price, unless otherwise agreed in writing. You absorb the supply discount; XIPE absorbs the marketing and logistics promotion cost.
7. ORDERS & LOGISTICS FULFILLMENTART. 07
7.1 24-Hour Collection SLA: When a Buyer places an order, XIPE confirms payment receipt and releases the order to you for fulfillment. You must ensure goods are packaged in protective export cartons, labeled with XIPE shipping waybills, and ready for courier collection at your Pickup Location within 24 hours of order confirmation (or by 10:00 AM the following business day for orders placed after 2:00 PM SAST).
7.2 Collection & Courier Handover: XIPE's logistics fleet or designated courier partner collects goods directly from your South African Pickup Location and executes last-mile delivery to the Buyer. You do not handle last-mile delivery. Risk of loss or damage transfers from you to XIPE at the precise moment our logistics signs the pickup manifest.
7.3 Delivery Costs: Local delivery cost from your South African Pickup Location to the Buyer is borne entirely by XIPE (recovered via Platform Retail Pricing). You bear zero domestic courier delivery fees.
7.4 Pickup Domicilium: You must designate one or more physical South African Pickup Locations and notify XIPE of any address change at least 7 days in advance.
8. PAYMENT COLLECTION, COMMISSION & SETTLEMENTART. 08
8.1 Direct Bank Transfer Collection: Buyers make payment by direct bank transfer (EFT) to XIPE GLOBAL (Pty) Ltd's designated South African commercial bank account. XIPE verifies receipt of cleared funds before releasing orders for warehouse fulfillment.
8.2 Payment Verification SLA: XIPE commits to confirming Buyer payments within 4 business hours during official business days (Monday–Friday, 08:00–17:00 SAST). Orders placed outside business hours are confirmed by 10:00 AM the next business day.
8.3 15% Net Commission: XIPE charges a Commission of 15% of the Net Product Value on each successfully delivered order. Commission is calculated strictly after deducting shipping, VAT, discounts, and verified returns.
8.4 Monthly Settlement Cycle: XIPE provides a monthly reconciliation statement within 5 working days after month-end. You must confirm the statement within 3 working days. XIPE remits the net balance (order value minus Commission and agreed statutory deductions) by the 15th of the following calendar month.
8.5 Threshold Carry-Forward: If net settlement for a calendar month is below USD 200 (for overseas manufacturers) or ZAR 3,000 (for local wholesalers), the balance is automatically carried forward to the following month until the threshold is attained.
8.6 Returns & Reversals: If a Buyer is refunded for a valid defect or non-delivery, the corresponding Commission is reversed. If refund occurs following settlement, XIPE deducts the order value from your subsequent settlement cycle.
8.7 Banking Fees: You bear the cost of receiving settlement remittances (e.g. your local bank transfer fees or FX conversion fees for overseas accounts).
9. AFTER-SALES, RETURNS & PRODUCT DEFECT LIABILITYART. 09
9.1 Facilitation Scope: XIPE's role is strictly commercial facilitation and logistics coordination. XIPE does not manufacture, alter, or warrant Products. XIPE assumes no liability for product defects, safety failures, fitness for specific purpose, or regulatory non-compliance.
9.2 Manufacturer & Wholesaler Warranty: You are solely responsible for: (a) product quality and conformity to advertised specifications; (b) compliance with all applicable South African standards (SABS, NRCS, Consumer Protection Act 68 of 2008); (c) technical documentation; and (d) honoring statutory warranty obligations.
9.3 7-Day Buyer Return Window: Buyers may request returns within 7 calendar days of delivery for: (a) defective or damaged goods; or (b) incorrect SKU delivered. Return courier charges for valid defect claims are borne by you.
9.4 48-Hour Defect Resolution SLA: When a Buyer reports a defect, XIPE logs the claim and notifies you within 24 hours. You must respond with a definitive commercial resolution (immediate replacement, credit note, or repair instruction) within 48 hours. If you fail to respond within 48 hours, XIPE reserves the right to issue a full refund to the Buyer and deduct the amount from your next settlement statement.
9.5 Indemnity: You shall defend, indemnify, and hold harmless XIPE GLOBAL (Pty) Ltd, its directors, employees, and logistics agents against any claims, losses, damages, or statutory fines arising from product defects, IP infringements, or regulatory non-compliance.
10. DATA CONFIDENTIALITY & 24-MONTH NON-CIRCUMVENTIONART. 10
10.1 Exclusive XIPE Data Ownership: All Buyer data — including store legal names, physical addresses, contact persons, telephone numbers, purchase histories, pricing tier structures, and trade inquiries — is the exclusive and confidential proprietary asset of XIPE under the Protection of Personal Information Act (POPIA). You receive only information strictly necessary to fulfill a designated dispatch.
10.2 Confidentiality Restraint: You agree not to disclose, share, sell, aggregate, transfer, or make available any Buyer data or XIPE trade data to any third party (including competing wholesale platforms, importers, or data brokers) during your tenure on the Platform and for twenty-four (24) months following account termination.
10.3 Direct Contact Prohibition (Non-Circumvention): You covenant that you shall not, during your use of the Platform and for twenty-four (24) months after termination, directly or indirectly solicit, contact, visit, or transact with any Buyer introduced through the Platform for the purpose of selling hardware goods outside the Platform, diverting orders to competing channels, or establishing off-platform supply agreements that bypass XIPE.
10.4 Employee & Representative Bound: You shall ensure that your directors, sales representatives, logistics staff, and commercial affiliates strictly comply with this restraint.
11. INTELLECTUAL PROPERTY & BRAND LICENSINGART. 11
11.1 Vendor IP & Marketing License: You retain ownership of your registered trademarks, product designs, and technical documentation. By listing on the Platform, you grant XIPE a non-exclusive, royalty-free, worldwide license to display your brand marks, product photography, and descriptions for platform marketing, buyer search indexing, and order processing.
11.2 Platform Proprietary Assets: The XIPE Platform, brand identity, logos, software architecture, and compiled buyer databases are the exclusive property of XIPE.
11.3 IP Warranty: You warrant that your Products do not infringe any third-party patent, trademark, copyright, or industrial design rights.
12. TERM, SUSPENSION & TERMINATIONART. 12
12.1 Term & Renewal: These Terms commence on the date you execute this term sheet online or first list a Product, and continue for one (1) year, automatically renewing for successive 1-year terms unless either party provides 30 calendar days' prior written notice of non-renewal.
12.2 Summary Termination Grounds: XIPE may suspend or terminate your vendor access immediately, without prior notice, upon: (a) price parity violation uncured after 48 hours; (b) repeated failure to meet the 24-hour collection SLA; (c) product defect rate exceeding 5% of monthly orders; (d) breach of Article 10 (Confidentiality & Non-Circumvention); (e) IP infringement claims; (f) listing out-of-stock items; or (g) holding inventory outside South Africa.
12.3 Post-Termination Wind-Down: Upon termination: (a) your listings are deactivated within 48 hours; (b) pending confirmed orders must be fulfilled; (c) final settlement is concluded within 30 days post-reconciliation; and (d) Articles 10, 11, and 13 survive termination indefinitely.
13. GOVERNING LAW & BINDING ARBITRATIONART. 13
13.1 Governing Jurisdiction: These Terms are governed by and construed in accordance with the laws of the Republic of South Africa for local South African wholesalers, and by the laws of the People's Republic of China for overseas manufacturers registered under overseas corporate jurisdiction.
13.2 Dispute Escalation & Arbitration: Disputes shall first be addressed through good-faith executive consultation within 30 days. Failing amicable resolution:
- Local Wholesalers: Disputes shall be referred to and definitively resolved by confidential expedited arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) in Johannesburg, Gauteng.
- Overseas Manufacturers: Disputes shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing in accordance with CIETAC arbitration rules.
13.3 Statutory Compliance: Platform operations in South Africa strictly observe the Consumer Protection Act No. 68 of 2008, the Protection of Personal Information Act No. 4 of 2013 (POPIA), and the Electronic Communications and Transactions Act No. 25 of 2002 (ECTA).
14. GENERAL PROVISIONSART. 14
14.1 Amendments: XIPE may revise these Terms by publishing updated terms on the Platform and providing written notice. Continued participation after 14 days constitutes binding acceptance.
14.2 Entire Agreement: These Terms constitute the entire agreement between you and XIPE and supersede all prior verbal or written understandings.
14.3 Severability: If any provision is held unenforceable, the remainder shall continue in full legal force.
14.4 Official Notices Domicilium: Legal notices to XIPE must be addressed to:
XIPE GLOBAL (Pty) Ltd
15 Glen Eagle Office Park, 105 Koorsboom Avenue, Glen Erasmia, Gauteng, 1619, South Africa
Official Email: sales@xipeglobal.co.za / admin@xipe.co.za
VENDOR TERM SHEET EXECUTION FORM
Complete your company and signatory details to execute this agreement electronically under the South African Electronic Communications and Transactions Act (ECTA No. 25 of 2002).