Manufacturer Agreement

This Manufacturer Agreement ("Agreement") is entered into by and between OKA234 ("Company") and the manufacturer or seller creating an account or first using the OKA234 platform ("Manufacturer"). This Agreement becomes effective upon the Manufacturer accepting its terms as described in Section 19 below.

1. Platform Role & Marketplace Nature

OKA234 is a marketplace that connects buyers with independent manufacturers. OKA234 does not manufacture, store, or ship the items listed. The Manufacturer acknowledges that it is selling directly to Buyers, and OKA234 is not a party to the sale transaction except as a payment escrow agent. OKA234's total liability under this Agreement shall not exceed the total commissions paid by the Manufacturer in the twelve (12) months preceding the claim. This limitation does not apply to liability for personal injury, death, or fraud.

2. Manufacturer Obligations

The Manufacturer agrees to:

• List only products that the Manufacturer is legally authorized to sell and that comply with all applicable laws and regulations.
• Provide accurate product descriptions, images, pricing, and shipping information.
• Maintain adequate inventory to fulfill orders in a timely manner.
• Ship products within the timeframe specified in the listing or within seven (7) business days of order confirmation, whichever is sooner.
• Respond to buyer inquiries and dispute notices within forty-eight (48) hours.

3. Escrow Payments & Dispute Resolution

All purchases are protected by Escrow. Upon physical receipt of the product, the Buyer has seven (7) days to inspect the goods.

• If the goods are defective or not as described, the Buyer must open a dispute within this 7-day window to freeze the funds.
• Disputes are resolved directly between the Buyer and the Manufacturer through the OKA234 dispute resolution process.
• If no dispute is opened within 7 days of physical receipt, the funds are automatically and irreversibly released to the Manufacturer.

4. On-Site QC Inspections

Buyers may hire local OKA234 Agents to conduct on-site QC inspections of the Manufacturer's products and premises. The Manufacturer agrees to:

• Provide reasonable access to Agents for scheduled inspections.
• Cooperate with Agents during the inspection process.
• Understand that Agents are independent contractors, not employees of OKA234, and OKA234 assumes no liability for the accuracy or outcome of any QC Report.

5. Product Quality & Compliance

The Manufacturer is solely responsible for ensuring that all products listed on OKA234 meet applicable quality standards, safety regulations, and legal requirements in the jurisdiction of sale and the jurisdiction of the Buyer. OKA234 does not warrant the quality, safety, or legality of any products listed.

6. Fees & Commissions

OKA234 charges a commission on each completed sale as outlined in the Manufacturer's plan agreement. The Manufacturer authorizes OKA234 to deduct commissions from escrow funds prior to releasing payments. Fee structures may be updated with thirty (30) days' notice.

7. Anti-Circumvention

The Manufacturer must keep all communications, product purchases, and QC inspection payments on the OKA234 platform. Soliciting offline deals with Buyers or Agents violates these terms and will result in account suspension or permanent ban.

8. Intellectual Property

The Manufacturer represents that all product images, descriptions, and branding materials uploaded to OKA234 do not infringe upon the intellectual property rights of any third party. The Manufacturer shall indemnify OKA234 against any claims arising from intellectual property infringement.

9. Limitation of Liability

OKA234 acts solely as a marketplace platform and payment escrow agent. Except as expressly set forth in this Agreement, OKA234 shall not be liable for any product defects, safety issues, shipping delays, or disputes between Buyers and Manufacturers. OKA234's total aggregate liability under this Agreement shall not exceed the total commissions paid by the Manufacturer in the twelve (12) months preceding the claim. This limitation does not apply to liability for personal injury, death, or fraud. The Manufacturer assumes full responsibility for all aspects of the products it lists and sells.

10. Term and Termination

This Agreement shall commence on the date of electronic acceptance and continue until terminated by either party with thirty (30) days' written notice. The Company may terminate this Agreement immediately for material breach, including but not limited to fraud, repeated quality complaints, or circumvention of platform rules.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Nigeria. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Nigeria.

12. Entire Agreement

This Agreement, together with the OKA234 Terms & Conditions, the OKA234 Privacy Policy, and any platform policies and guidelines referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral.

13. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or restrictions, power failures, internet outages, or failures of third-party service providers. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact of the force majeure event.

15. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through informal negotiation within thirty (30) days shall be submitted to binding arbitration in accordance with the rules of the Arbitration and Mediation Act of Nigeria. The arbitration shall be conducted in Lagos, Nigeria, in the English language. The decision of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.

16. Data Protection

Both parties agree to comply with all applicable data protection and privacy laws in connection with personal data processed under this Agreement. The collection, use, and disclosure of personal data through the OKA234 platform is governed by the OKA234 Privacy Policy, available at /privacy. Each party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, use, or disclosure.

17. Amendment

The Company may update this Agreement from time to time. Material changes will be notified via email or platform announcement at least thirty (30) days before taking effect. Continued use of the platform after the effective date of any updated Agreement constitutes acceptance of the updated terms. If a party does not agree to the updated terms, it may terminate this Agreement in accordance with Section 10 before the updated terms take effect.

18. Assignment

The Company may assign this Agreement, in whole or in part, to a successor, affiliate, or acquirer of all or substantially all of the Company's business or assets without the Manufacturer's prior consent. The Manufacturer may not assign this Agreement or any rights or obligations hereunder without the Company's prior written consent.