Vendor Agreement

1. Parties & Effect

This Vendor Agreement (“Agreement”) is between you (“Vendor”) and Harker International (Pvt) Ltd (Reg. No. PV 00338032), Kandy, Sri Lanka (“Harker International,” “we,” “us”). By submitting your registration on SriLankaExport.com and ticking the acceptance checkbox at signup, you accept this Agreement as a binding contract. Your acceptance is recorded with timestamp and agreement-version reference in our user-meta audit log.

This Agreement is in addition to our Terms of Service, プライバシーポリシー, Export Compliance & Sanctions Policy、そして Acceptable Use Policy, all of which are incorporated by reference.

2. Eligibility

To list on SriLankaExport.com you must:

• Be a Sri Lankan-registered legal entity or sole proprietorship with a valid Business Registration Number.
• Where applicable, hold a current Sri Lanka Export Development Board (EDB) registration or directory listing. (EDB registration is voluntary under the current EDB policy, the previous mandatory Registration of Exporters scheme was revoked by Gazette No. 2118/60 dated April 11, 2019. We may review your EDB registration / listing details where you provide them, but doing so is not required to be a Vendor on this platform and does not constitute EDB endorsement.)
• Hold all certifications represented in your listings (ISO, HACCP, Organic, Halal, Fairtrade, SLS, Lion Logo, GI, etc.) issued by recognized certification bodies for the relevant product / facility / batch scope, and provide evidence on request.
• Have the capacity to fulfill bulk B2B orders consistent with the MOQs you advertise.
• Be at least 18 years old (or the principal of the company must be).

3. Listing Rules

• Sri Lankan origin only. All products listed must be of Sri Lankan origin. Re-export or drop-shipping of non-Sri-Lankan goods is prohibited.
• Accuracy. Pricing, MOQs, lead times, certifications, and product specifications must be accurate as of the listing date. You must update listings promptly when terms change.
• One vendor, one store. Do not maintain multiple vendor accounts to circumvent verification or rating systems.
• Marketplace-originated transactions and anti-circumvention obligation. A transaction is “marketplace-originated” if the Buyer contacted you through SriLankaExport.com, received a quote via the on-platform messaging system, or was identified through our verified-exporter directory. You agree that any order arising from a marketplace-originated inquiry must be transacted through the SriLankaExport.com platform, including order placement, payment routing through our designated accounts, invoice issuance, and payout settlement, until final shipment and Buyer acceptance. You may not solicit, encourage, or facilitate marketplace-originated Buyers to complete payment, order, or invoice activity outside the platform to avoid the 5% commission, regardless of when such solicitation occurs (before acceptance, during fulfillment, or after initial order). Circumventing the platform to avoid commission is a material breach of this Agreement. Without limiting Harker International’s other remedies, material circumvention results in immediate account suspension, badge revocation, forfeiture of pending payouts, and referral to binding arbitration under §13 for recovery of avoided commissions.
• Photography. Product photos must be of your own production or licensed for your use. Stock images depicting another vendor’s product or facility are prohibited.

4. Certification Maintenance

You agree to notify us within 14 calendar days if any certification represented on your store or product listings is revoked, suspended, allowed to lapse, or otherwise becomes invalid. Failure to disclose lapsed certifications is grounds for immediate suspension.

4a. Vendor Compliance Declaration

By accepting this Agreement and at every renewal of acceptance, you confirm the following to Harker International (Pvt) Ltd:

• Accuracy of listing. All product descriptions, photos, origin claims, HS codes, certificates, licenses, permits, labels, prices, MOQ, availability, shipping terms, export documents, and compliance claims submitted to SriLankaExport.com are accurate, current, and legally usable. You are solely responsible for the accuracy and legality of every item on your listings.
• No misrepresentation. You will not state or imply that listing on SriLankaExport.com means approval, endorsement, certification, partnership, sponsorship, or verification by the Sri Lanka Export Development Board, Sri Lanka Business Portal, the Government of Sri Lanka, or any government authority. You will not claim that the SLE-Verified Supplier badge is issued by EDB or any government authority.
• Document updates. You will immediately update or remove expired, canceled, suspended, inaccurate, or misleading certificates, permits, test reports, licenses, or product claims. SriLankaExport.com may suspend listings or accounts where documents are missing, expired, disputed, or unverifiable. The 14-day notification window in §4 is the latest acceptable timeframe; faster correction is expected when you become aware of the issue sooner.
• Scope of certifications. You will indicate the scope of each certification claim (company-, facility-, product-, batch-, or shipment-level) consistent with the &の製品主張に関する方針の証明書 and not display certifications outside their actual scope.
• Government and protected marks. You will display the Sri Lanka Tea Board Lion Logo, SLS / SLSI mark, Pure Ceylon Cinnamon GI, FDA / CE / EU compliance marks, or other regulated marks only where you are authorized by the issuing body for the relevant product or shipment.

Breach of any clause in this Section 4a is a material breach of this Agreement and grounds for immediate suspension or termination, removal of affected listings, revocation of the SLE-Verified Supplier badge, and (where appropriate) reporting to the relevant rights or government authority.

5. IP License

You retain ownership of your product photography, descriptions, and brand assets (“Vendor Content”). You grant Harker International a non-exclusive, royalty-free, worldwide license to host, display, reproduce, and distribute the Vendor Content for the purposes of operating the marketplace, marketing the platform, and indexing in search engines. The license terminates 60 days after your account is closed, except where the content has been embedded in archived order records.

6. Fees

Listing on SriLankaExport.com is currently free for verified Vendors. We charge a 5% commission on the gross order value of each completed sale (configured via the platform’s WCFM commission engine), plus a 2% withdrawal processing fee on each payout. Harker International absorbs buyer-side payment-processing costs (HNB inward wire fees, and card-processing fees where a card gateway applies) into the 5% commission; you do not see these as a separate deduction. We reserve the right to introduce additional fees in the future. Any new fee will be announced with at least 60 days’ notice and will not apply to orders already accepted at the time the fee is announced.

7. Marketplace Role & Invoice Flow

Harker International operates SriLankaExport.com as a platform (agent), not as the principal seller. You sell directly to the Buyer; your Business Registration Number (and EDB Registration / directory listing details where you have provided them) appear on the Buyer’s order invoice. Harker International receives Buyer payment (USD) into our Hatton National Bank account in Sri Lanka, deducts platform fees, taxes, and applicable processing costs (see §8 Payouts), and remits the net amount to you in your elected currency on the agreed cadence. Harker International’s invoice to you reflects platform fees only.

8. Payouts

• Cadence. Payouts are processed monthly, on the first business week of each month, covering all orders that have moved to completed status and cleared the 7-day hold period.
• Currency. You elect LKR or USD at registration. LKR (default), converted from USD at HNB’s prevailing inward-remittance rate on the payout date. USD (via HNB Inward Investment Account), requires you to provide your IIA SWIFT/BIC details; available only to Vendors with an HNB IIA account.
• FX disclosure. If you elect LKR payouts, you accept that USD→LKR conversion happens at HNB’s rate on the payout day, which typically carries a 0.3–0.6% margin over the CBSL mid-market rate. We disclose the rate used on each monthly statement. We do not mark up the FX rate beyond what HNB charges.
• Withholding Tax (WHT). Sri Lanka Inland Revenue requires Harker International to withhold 5% WHT on commission income paid to Sri Lankan vendors. This is deducted from your payout and remitted to IRD on your behalf. You will receive an annual WHT certificate (BIR Form 1601) for filing with your own tax return.
• VAT. If you are VAT-registered, you must enter your VAT Number at registration. We will issue Tax Invoices for our commission and you may reclaim input VAT subject to IRD rules.
• Statement. Each monthly payout is accompanied by a PDF statement showing: gross order USD, platform commission, WHT deducted, FX rate (if LKR), net amount paid, HNB outward-remittance receipt number.
• Minimum. Payouts below USD 100 roll over to the next monthly cycle (current WCFM threshold).
• Expedited payout. You may request an expedited payout for urgent cash-flow needs via the WCFM Withdrawal Request; we will process within 5 business days subject to dispute-resolution and sanctions screening.
• Hold rights. Harker International may withhold or delay payouts pending dispute resolution, refund liability, or sanctions screening.
• Other taxes. Income tax and any other taxes beyond WHT and VAT remain your responsibility.

9. Buyer Disputes & Refund Liability

Where Harker International issues a refund to a Buyer under our Refund & Returns Policy on account of Vendor non-performance, the refunded amount is recovered from the Vendor’s next payout (or by separate billing if the payout balance is insufficient). See Dispute Resolution & Buyer Protection for the three-tier process.

10. Compliance Obligations

You agree to comply with the Export Compliance & Trade Sanctions Policy, the AML/KYC Statement, and the Vendor Code of Conduct as part of this Agreement. Material breach of any of these is grounds for immediate suspension or termination.

11. Confidentiality

You agree not to share Buyer contact details, order specifications, or other Buyer-confidential information with third parties except as necessary to fulfill the order. Harker International treats Vendor commercial terms (pricing tiers, costs) with the same confidentiality.

12. Account Termination

• By you, at any time, by closing your account in WCFM. Pending orders must be fulfilled before account closure.
• By us, with notice for material breach (including but not limited to: repeated lapsed certifications, three substantiated IP infringement notices, sanctions-list match, fraud).
• Effects of termination: existing orders proceed to fulfillment; new listings disabled; payout balance settled net of any refund liability; archived order data retained per Sri Lankan record-keeping law.

13. Dispute Resolution & Governing Law

Disputes between you and Harker International are governed by Sri Lankan law and resolved per our Dispute Resolution Policy, binding arbitration under the Sri Lankan Arbitration Act (seated in Colombo) for unresolved disputes. Disputes between Vendor and Buyer are between those parties; we facilitate mediation but are not a party.

14. Changes to This Agreement

We may amend this Agreement from time to time. Material changes will be communicated by email to your registered Vendor email and posted on this page. Continued listing after a change constitutes acceptance of the new version. Each amendment increments the agreement-version reference in your audit-log entry.

15. Acceptance & Audit Trail

Your acceptance of this Agreement is captured at signup via a required checkbox and stored as user-meta “wcfm_vendor_agreement_accepted” with timestamp and agreement-version. You may request a copy of your acceptance record at any time by emailing info@harker.international.