Draft 0.1: not yet in force. This document is a working draft awaiting review by an attorney, and the highlighted details are still to be completed. It does not yet bind VINSTORE or anyone using it.
Supplier agreement
Version 0.1 · Effective [effective date]
The agreement between VINSTORE and a parts supplier. In short: your stock and your data stay yours; you trade lawfully, keep your stock accurate and honour reservations and returns; there is no lock-in; and commission applies only to sales that came through VINSTORE and were completed by PIN.
1. Parties and what this covers
1.1
VINSTORE means Tech for African Problems (Pty) Ltd, registration 2026/535581/07, of Steyn City, Office Block B, Ground Floor, Capital Park, Central Lane, Riverglen, Johannesburg, 2191, the company that owns and operates the VINSTORE product. VINSTORE is a product name and not a separate legal entity. The Supplier is the business named in the signature block or in its VINSTORE business registration.
1.2
VINSTORE provides (a) inventory software for the Supplier's own stock, and (b) a marketplace where the Supplier's published stock can be found and reserved by buyers.
1.3
The Supplier sells its own goods under its own name. VINSTORE never owns the Supplier's stock, is not the seller, and does not handle the buyer's payment. The Terms of use, Privacy notice and Returns and warranty policy form part of this agreement.
2. What VINSTORE will do
- Provide the inventory software: vehicle and part capture on phone or computer, offline capture, licence disc scanning, shelf locations, labels, counter sales and receipts, stock feed upload, staff access rights, sales records and analytics.
- List the Supplier's published stock on the marketplace and pass reservations to the Supplier promptly.
- Help the Supplier get started: set up the business and staff accounts, and assist with capturing the first stock.
- Keep the service reasonably available and secure, keep backups, and give reasonable notice of planned maintenance.
- Give support on business days by email, and by phone for anything that stops the Supplier trading.
- Keep the Supplier's commercial information confidential (section 9).
3. Lawful trading: a condition of being on VINSTORE
3.1
The Supplier warrants that it is registered as a second-hand goods dealer with the South African Police Service for each premises from which it trades, where the Second-Hand Goods Act 6 of 2009 requires it, and will give VINSTORE a copy of each current certificate before its stock is published and whenever it is renewed.
3.2
The Supplier warrants that it owns or has the right to sell everything it lists; that nothing it lists is stolen, or has an identification number that has been removed, altered or tampered with; and that it keeps the acquisition and disposal records the law requires, including the seller's identity and the vehicle's identifying numbers.
3.3
For each vehicle it dismantles, the Supplier will record the true VIN, will hold proof of how it acquired the vehicle, and will deal with the vehicle's registration status (including deregistration or the correct NaTIS status code) as the law requires.
3.4
The Supplier will give VINSTORE the records for a listed part within 2 business days of a written request, and will not proceed with, and will report, any transaction it suspects involves stolen goods.
3.5
VINSTORE may remove a listing or suspend the Supplier at once, without notice, where it reasonably suspects a breach of this section, and may give information to the South African Police Service or another authority where the law requires or permits it.
4. Listings and stock accuracy
4.1
Listings must be true: the right part, the right vehicle, an honest condition grade, photos of the actual part (for used parts), and any known damage or fault stated.
4.2
The price on a listing is the price the buyer pays in store, in rand, including VAT if the Supplier is a VAT vendor. The Supplier sets its own prices and discounts.
4.3
Stock must be kept current. The Supplier will record counter sales in VINSTORE when they happen, or, if it uses a stock feed from its own system, upload it often enough that what is on the marketplace is actually on the shelf. Stale listings waste buyers' trips and are the main reason a supplier is suspended.
4.4
VINSTORE may moderate, edit for clarity, or remove listings that break this agreement or the Terms of use.
5. Reservations and collections
5.1
The Supplier will accept or decline each reservation within 4 business hours. Declining is right when the part is gone or not as listed; it should be rare.
5.2
An accepted reservation is held for the buyer for the platform hold period, currently 24 hours, at the reserved price. The Supplier will not sell that part to someone else during the hold.
5.3
At collection the Supplier lets the buyer inspect the part, takes payment by its own means, and confirms the collection by entering the buyer's PIN in VINSTORE. A sale that began as a VINSTORE reservation must be completed by PIN and not taken off the platform.
5.4
The Supplier gives every buyer a receipt, and will not ask a buyer to pay before collection unless VINSTORE has introduced a payment feature for that purpose.
6. Returns and warranty
6.1
The Supplier will honour the Returns and warranty policy for every sale made through VINSTORE: a 7-day return of unfitted parts, and the six-month implied warranty under the Consumer Protection Act, with repair, replacement or refund at the buyer's choice for a defective part.
6.2
Signs or terms saying “no returns”, “no warranty” or “sold as is” do not override that policy for VINSTORE sales.
6.3
The Supplier will answer a buyer's complaint within 2 business days and will co-operate with VINSTORE in resolving it.
7. Fees
7.1
Fees are set out in Schedule A. During the pilot there is no charge.
7.2
After the pilot, commission is charged only on sales completed by PIN through VINSTORE, as a percentage of the price collected, excluding VAT. Counter sales that did not come from VINSTORE never carry commission, even though they are recorded in VINSTORE.
7.3
VINSTORE invoices monthly in arrears from its own records of PIN collections, and payment is due within 7 days of invoice. A sale that is refunded under the Returns and warranty policy is credited on the next invoice. VINSTORE is not registered for VAT at the date of this agreement, so no VAT is charged; if it registers, VAT is added to fees from that date, on notice to the Supplier.
7.4
VINSTORE may change its fees on 30 days' written notice. A Supplier who does not accept a change may end this agreement under section 12 before it takes effect.
8. Data: whose it is
8.1
The Supplier's data belongs to the Supplier: its stock, prices, photos, sales records, customer records and staff records. The Supplier can export its inventory and sales at any time, and for 30 days after this agreement ends.
8.2
The Supplier gives VINSTORE a licence to display its published listings, photos and business profile on the marketplace, in search engines and in VINSTORE's marketing, for as long as they are published.
8.3
VINSTORE may use information about activity on the platform in aggregated form that does not identify the Supplier, for example to show which parts are in demand.
8.4
VINSTORE will not sell the Supplier's data, will not share the Supplier's sales figures or pricing history with other suppliers, and will not contact the Supplier's counter customers for its own marketing.
9. Personal information and confidentiality
9.1
Each party will comply with the Protection of Personal Information Act. For records the Supplier keeps in VINSTORE about its own customers and staff, the Supplier is the responsible party and VINSTORE is its operator: VINSTORE processes them only to provide the service, keeps them secure, and tells the Supplier without delay of any security compromise affecting them.
9.2
For buyers' VINSTORE accounts, VINSTORE is the responsible party. The Supplier may use a buyer's details received with a reservation only to fulfil that reservation and to meet its legal record-keeping duties, and not for marketing without the buyer's consent.
9.3
The Supplier is responsible for its staff accounts: who has one, what rights each has, and removing access when someone leaves.
9.4
Each party keeps the other's non-public business information confidential, during this agreement and for 2 years after it ends.
10. Names and logos
Each party may use the other's name and logo only to show that the Supplier trades on VINSTORE: VINSTORE on the marketplace and in its marketing, the Supplier on its premises, labels and advertising. Neither may suggest that the other is its partner, agent or guarantor.
11. Responsibility and liability
11.1
The Supplier is responsible to buyers for the goods it sells, and indemnifies VINSTORE against claims, fines and costs arising from the Supplier's goods, its listings, its breach of section 3, or its breach of consumer or privacy law.
11.2
VINSTORE is responsible for providing the service with reasonable care and skill. It does not promise any level of sales.
11.3
To the extent the law allows, neither party is liable to the other for indirect or consequential loss, and VINSTORE's total liability under this agreement in any 12 months is limited to the fees the Supplier paid VINSTORE in that period, or R10 000 if that is more. This does not limit liability for fraud, gross negligence, or the indemnity in 11.1.
12. How long this lasts, suspension and ending it
12.1
This agreement starts when the Supplier signs it or accepts it online, and continues until ended.
12.2
Either party may end it on 30 days' written notice, for any reason. There is no lock-in and no exit fee.
12.3
VINSTORE may suspend the Supplier's listings, with reasons, for: a suspected breach of section 3; repeated stale listings or declined reservations; failing to honour the Returns and warranty policy; fees more than 30 days overdue; or conduct that harms buyers. VINSTORE will lift a suspension when the cause is fixed. The inventory software stays available during a suspension so the Supplier can keep running its business and export its data.
12.4
Either party may end this agreement at once if the other commits a serious breach and does not fix it within 10 business days of being asked to, or becomes insolvent.
12.5
When it ends: reservations already accepted are still honoured; fees already earned are still due; the Supplier's listings come off the marketplace; and the Supplier has 30 days to export its data, after which VINSTORE deletes it except for what the law requires VINSTORE to keep.
13. General
13.1
VINSTORE may change this agreement on 30 days' written notice. A Supplier who does not accept a change may end the agreement before it takes effect.
13.2
The parties are independent businesses. Nothing here makes either the agent, partner or employee of the other. The Supplier may sell through any other channel.
13.3
Neither party may transfer this agreement without the other's consent, except to a buyer of its whole business. VINSTORE may also transfer it, on written notice, to a company in the same group that takes over the VINSTORE product, for example a company formed to hold VINSTORE.
13.4
A dispute is first discussed between the parties' owners or senior managers. If it is not resolved in 15 business days, either party may refer it to mediation, and after that to the courts. South African law applies.
13.5
This agreement, its schedule and the three policies it refers to are the whole agreement between the parties on this subject. Notices are given in writing, by email to the address each party has given, and are taken as received on the next business day.
14. Schedule A: commercial terms
| Pilot | The first five suppliers join as pilot suppliers. |
| Pilot period | [pilot period, e.g. 90 days from the go-live date, or the first 50 marketplace sales, whichever comes first] |
| Inventory software | No charge for the VINSTORE inventory software during the pilot. [State the fee, or that it stays free, after the pilot.] |
| Marketplace commission during the pilot | None. |
| Marketplace commission after the pilot | [commission %] of the price collected (excluding VAT) on sales completed by PIN through VINSTORE. No commission on the Supplier's own counter sales. |
| Set-up and onboarding | No charge. |
| Hardware | None required. Label printers, scanners and phones are the Supplier's own choice and cost. |
| Minimum term | None. |
| Notice to end | 30 days, either party. |
Signatures
Each person signing confirms they are authorised to bind their business. Attach a copy of the Supplier's SAPS second-hand dealer certificate for each trading premises.
The Supplier
Business: ____________________________
Registration / ID number: ____________________________
SAPS second-hand dealer certificate no.: ____________________________
Signed by (full name): ____________________________
Capacity: ____________________________
Signature: ____________________________
Date: ____________________________ Place: ____________________________
VINSTORE
Business: Tech for African Problems (Pty) Ltd (VINSTORE)
Registration / ID number: ____________________________
SAPS second-hand dealer certificate no.: not applicable
Signed by (full name): ____________________________
Capacity: ____________________________
Signature: ____________________________
Date: ____________________________ Place: ____________________________