Policies: Vendor's Terms for Service and Sales

BrandsPass warmly welcomes all Vendors. We are a sports e-commerce website (the "Site", "website") dedicated to providing the best sports equipment and services to all Customers and Users from the Asia-Ind0-Pacific and beyond.

Please read the following Vendor's Terms of Service and Sales carefully before using this Site or opening a Vendor's account ("Account") so that you are aware of your rights and obligations, its related websites, suppliers, affiliates, partners, vendors and subsidiaries (known individually and/ or collectively, "BrandsPass", "we", "us" or "our").


1   The Vendor’s Responsibilities

1.1   The Vendor shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on the Vendor’s listing and shall not post inaccurate or misleading information.

1.2   The price of items for sale will be determined by the Vendor at its own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and the Vendor shall not charge Buyer such amount additionally and separately.

1.3  The  Vendor agrees that BrandsPass may at its discretion engage in promotional activities to induce transactions between Buyer and the Vendor and the final price that Buyer will pay actually will be the price that such adjustment is applied to.

1.4   For the purpose of promoting the sales of the items listed by the Vendor, BrandsPass may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by BrandsPass with or without notice to the Vendor.

1.5   The Vendor shall issue receipts, credit card slips or tax invoices, warranty documentation to the Buyer on request.

1.6   The Vendor acknowledges and agrees that the Vendor will be responsible for paying all taxes, customs and duties for the item sold and BrandsPass cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.

1.7   The Vendor warrants that the warranty it offers to its current customers must be also offered to any customer who purchases through the BrandsPass website(s).

1.8   The Vendor acknowledge and agrees that the Vendor’s violation of any of BrandsPass’s polices will result in a range of actions which may include legal action and claims for financial and other damage.


2. Application for the Return or Refund of an Item

2.1. A Buyer may only apply for the refund and/or return of the Item in the following circumstances:

•  The Item(s) has not been received by Buyer;
•  The Item(s) was defective, damaged or imcomplete upon delivery
•  The Vendor has delivered an Item that does not match the agreed specification (e.g. wrong size, colour, brand, type etc.) to Buyer;
•  The Item(s) delivered to Buyer is materially different from the description provided by the Vendor in the listing of the Item; or
•  Goods or services which do not perform the function they are reasonably expected to perform to.
•  Goods or service whose expiry date has been exceeded at the time of delivery or the expiry date is unreasonably close to the delivery date such that the product may not be used completely before the expiry date.

2.2.  Buyers and Vendors are encouraged to mediate to arrive at a fair and quick solution if a dispute arises.

2.3.  Only when necessary, BrandsPass may review each Buyer’s application on a case-by-case basis and, in its sole discretion, determine whether Buyer’s application is successful.

2.4.  In the event where the Buyer has commenced legal action against the Vendor, the Buyer may provide the formal notification from the appropriate authority to BrandsPass to request BrandsPass to continue to hold the purchase monies until a formal determination is available. BrandsPass will, at its sole and absolute discretion, determine whether it is necessary to continue to hold such purchase monies.

2.5 Liability of Product Return Shipping Fee

i) In the scenario of an unforeseen error from the Vendor's end (i.e - damaged, faulty or wrong product delivered to the buyer), the Vendor will bear buyer's return shipping fee.
ii) In the scenario of the buyer's change of mind, buyer shall get the Vendor's consent prior to the return request and buyer will bear the return shipping fee.
iii) In the scenario where both the Vendor-buyer disputing the party liable for the return shipping fee, BrandsPass at its sole discretion will determine the party liable for the return shipping fee.

2.6   Payment of Refunds
Buyer will only be refunded after BrandsPass has received the confirmation from the Vendor that the Vendor has received the returned Item. In the event where BrandsPass does not hear from Vendor within a specified time, BrandsPass will be at liberty to refund the applicable sum to Buyer without further notice to the Vendor. For more information on the Vendor’s response time limits, please click this link. The refund will be made to Buyer’s credit/debit card or designated bank account, whichever is applicable.

2.7   BrandsPass encourages Users to communicate with each other in the event where problem arises in a transaction. As BrandsPass is a platform for Users to conduct trading, Buyer should contact the Vendor directly for any issue relating to the Item purchased.


3   Dispute Resolution


3.1   In the event a problem arises in a transaction, such problem shall be resolved according to BrandsPass’s policies and discretion.

3.2   All Buyers and Vendors covenants and agrees that it will not bring suit or otherwise assert any claim against BrandsPass or its Affiliates (except where BrandsPass or its Affiliates is the Vendor of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

3.3   Buyers and Vendors may send written request to BrandsPass to assist them in resolving issues which may arise from a transaction upon request. BrandsPass may, at its sole discretion and with absolutely no liability to the Vendor and Buyer, take all necessary steps to assist Users resolving their dispute. For more information, please refer to BrandsPass’s Refunds and Return Policy.


4.  Indemnity Protection

4.1.  You agree to indemnify, defend and hold harmless BrandsPass, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to:

a)   any transaction made on the Site, or any dispute in relation to such transaction (except where BrandsPass or its Affiliates is the Vendor in the transaction that the dispute relates to),
b)   the hosting, operation, management and/or administration of the Services by or on behalf of BrandsPass,
c)   your violation or breach of any term of these Terms of Service & Sales or any policy or guidelines referenced herein,
d)   your use or misuse of the Services,
e)   your breach of any law or any rights of a third party, or
f)   any Content uploaded by you.


4   Severablity

If any provision of this the Vendor’s Terms of Service & Sales & Sales shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.


5  Governing Law

5.1  These Terms of Service & Sales shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed.

5.2   Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service & Sales against or relating to BrandsPass or any Indemnified Party under these Terms of Service & Sales shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.


6   Governing Law

6.1  These Terms of Service & Sales shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed.

6.2   Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service & Sales against or relating to BrandsPass or any Indemnified Party under these Terms of Service & Sales shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.


7   General Provisions

7.1   BrandsPass reserves all rights not expressly granted herein.

7.2   BrandsPass may modify these Terms of Service & Sales at any time by posting the revised Terms of Service & Sales on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service & Sales.

7.3  You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

7.4   Nothing in these Terms of Service & Sales shall constitute a partnership, joint venture or principal-agent relationship between you and BrandsPass, nor does it authorise you to incur any costs or liabilities on BrandsPass’s behalf.

7.5   The failure of BrandsPass at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

7.6   These Terms of Service & Sales are solely for your and our benefit and are not for the benefit of any other person or entity, except for BrandsPass's affiliates and subsidiaries (and each of BrandsPass's and its affiliates' and subsidiaries' respective successors and assigns).

7.7   The terms set forth in these Terms of Service & Sales and any agreements and policies included or referred to in these Terms of Service & Sales constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service & Sales, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service & Sales. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service & Sales may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

7.8   You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

7.9   If you have any questions or concerns about these Terms of Service & Sales or any issues raised in these Terms of Service & Sales or on the Site, please contacts us at: contact@brandspass.com

7.10.  If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, BrandsPass may terminate your Account immediately with or without notice.

LEGAL NOTICES: Please send all legal notices to contact@BrandsPass.com and Attention it to the “Legal”.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.