Vendor Supply Agreement — Version 2
Effective: on the effective date shown with this version on the Area 13 platform, which is at least 30 days after Area 13 publishes it. From that date this version replaces version 1. A Vendor that signed version 1 may sign this version as soon as it is published, and must sign it before its first payout after the effective date. A Vendor that signs this version as its first agreement is bound by it from its signature.
This agreement is published in English and Arabic. If the two texts differ, the Arabic text prevails.
1. Parties and acceptance
1.1 This agreement is made between AREA 13 DEVELOPMENT Company For Trading (شركة آريا 13 ديفيلوبمينت للتجارة), a single-person limited liability company registered in the Kingdom of Saudi Arabia under Commercial Registration No. 7055365667, VAT No. 315086005800003, with its registered address at Building 4176, Al Sulmaniyah 57 St, Al Salmaniyah Dist., Additional No. 6631, Ad Diriyah 13717 ("Area 13"), and the company or licensed individual named in the vendor application (the "Vendor"), established or licensed in the Kingdom.
1.2 The Vendor accepts this agreement by electronic signature on the Area 13 platform: its own, where the Vendor is an individual, or that of its authorised signatory. That signature binds the Vendor as a written signature would, under the Electronic Transactions Law. A signatory acting for a company confirms that they are authorised to bind it.
2. Definitions
- Platform: the Area 13 online store at areathirteen.com and the vendor dashboard.
- Buyer: a customer who buys from Area 13 on the Platform.
- Products: goods the Vendor lists for supply to Area 13 on the Platform.
- Listed Price: the unit price in US Dollars (USD) the Vendor sets for a Product, or the unit price the Vendor quotes for a request for quotation ("RFQ").
- Commission: the deduction Area 13 retains from the Listed Price, at the rate in the Vendor's Commercial Terms.
- Supply Price: the price Area 13 pays the Vendor for a Product, calculated under clause 6.
- Commercial Terms: the commission rates and programme status shown to the Vendor in its dashboard.
- Order: a Buyer's confirmed order containing the Vendor's Products.
3. The relationship: the Vendor supplies, Area 13 sells
3.1 The Vendor supplies Products to Area 13. Area 13 buys them and resells them to Buyers in its own name as the seller. The contract of sale is between Area 13 and the Buyer only; the Vendor has no contract with the Buyer and must not invoice or take payment from a Buyer.
3.2 Area 13 is responsible to Buyers for the sale, including delivery, returns, refunds, and complaints. The Vendor is responsible to Area 13 for the Products and its performance under this agreement.
3.3 The Platform may show the Vendor's name as the supplier of a Product. The parties are independent contractors. Nothing in this agreement creates a partnership, agency, employment, or franchise, and neither party may bind the other except as this agreement provides.
4. Listings and product information
4.1 The Vendor gives accurate, complete, and lawful information for each Product: description, specifications, images, Listed Price, stock, weights and dimensions, handling time, and any warranty. It keeps that information up to date, in particular stock and price.
4.2 Products must comply with the laws and technical regulations of the Kingdom, including the requirements of the Saudi Standards, Metrology and Quality Organization (SASO) and conformity certification through SABER where applicable, Arabic labelling and safety-information requirements, and the Saudi Building Code where it applies to the Product.
4.3 Area 13 sets the price at which it sells to Buyers, including delivery, VAT or Service fee, and payment charges. Area 13 may edit a listing for accuracy and consistency, refuse a listing, or remove a Product from sale where it reasonably considers the Product non-compliant, unsafe, inaccurately described, or a risk to Buyers or to Area 13.
5. Orders
5.1 Each Order is a purchase order from Area 13 to the Vendor for the Products in it, at the Supply Price. The Vendor accepts and prepares Orders through its dashboard within the times the dashboard shows.
5.2 The Vendor may decline an Order only if the Product is genuinely unavailable, and must then update its stock immediately. Repeated declines or cancellations caused by the Vendor may lead to the measures in clause 16.
5.3 Area 13 may cancel an Order, or part of it, at a Buyer's request under Area 13's cancellation policy or where the Vendor fails to perform. If the cancellation follows the Vendor's failure, the Vendor bears the costs it causes.
6. Supply Price and Commission
6.1 The Supply Price of each Order line is the Listed Price multiplied by the quantity, less the Commission:
- Commission = line subtotal x commission rate / 100, rounded half-up to the cent
- Supply Price = line subtotal - Commission
The Commission is calculated on the Product line subtotal only — never on delivery charges, VAT or Service fee, or payment charges.
6.2 The commission rate is the rate in the Vendor's Commercial Terms for the order kind (a standard order or an RFQ order) when the Order is placed, including any founding-vendor rate the Vendor qualifies for. The rate and Supply Price of each Order line are fixed when the Order is placed and are not changed by later changes to the rates.
6.3 Area 13 may change the commission rates for future Orders by giving at least 30 days' notice in the dashboard or by email. A Vendor that does not accept a change may terminate this agreement under clause 17 before it takes effect.
6.4 All amounts are recorded in USD. Where a payout is made in another currency, the exchange rate used is shown on the remittance advice.
7. Requests for quotation (RFQ)
7.1 For an RFQ, the Vendor prepares the commercial details (price, specifications, lead time, deposit) on the Platform. Area 13 issues the quote to the Buyer as the seller. Once the Buyer accepts, the quoted unit price and lead time are binding on the Vendor.
7.2 Any deposit and balance are collected by Area 13. The Vendor must not ask a Buyer for any payment or deposit.
7.3 The quote conversation is for clarifying specifications. The Vendor must keep all communication with Buyers on the Platform, must not share or request phone numbers, email addresses, bank details, or other off-Platform contact details, and must not agree to sell to a Buyer outside the Platform. Area 13 may review quote conversations to enforce these rules and to resolve disputes.
7.4 During this agreement and for 12 months after it ends, the Vendor will not solicit a Buyer it was introduced to through the Platform to buy, outside the Platform, the same goods that were the subject of that Buyer's order or RFQ.
8. Dispatch, delivery, and delivery standards
8.1 The Vendor dispatches each Order within the handling time stated on the listing, or for an RFQ within the quoted lead time.
8.2 Depending on the delivery method shown for the Order, either the Vendor delivers the Products to the Buyer on Area 13's behalf (directly or by its own courier), or the Vendor hands them to a carrier booked by Area 13. When delivering on Area 13's behalf, the Vendor uses the delivery documents the Platform provides, presents itself as delivering for Area 13, and completes the handover with the Buyer's delivery code.
8.3 The Vendor packs Products so that they reach the Buyer undamaged and labels them as the Platform requires.
8.4 Risk in the Products remains with the Vendor until they are handed to the carrier booked by Area 13, or, where the Vendor delivers, until the delivery to the Buyer is confirmed. Title passes from the Vendor to Area 13 at the same moment.
8.5 If the Vendor does not dispatch on time, Area 13 may cancel the affected Products and refund the Buyer. Where a Buyer is entitled by law to cancel for late delivery, the Vendor bears the consequences of a delay it caused.
9. Quality and warranty
9.1 The Vendor warrants that every Product is new unless listed otherwise, genuine, of satisfactory quality, fit for the purposes stated in its listing, free from defects in materials and workmanship, matches its description and agreed specification, complies with clause 4.2, and does not infringe anyone's rights.
9.2 The Vendor gives Area 13 warranties at least equal to the rights Area 13 owes Buyers under Saudi law and under the warranty stated on the listing or quote ("back-to-back"). Where a Buyer is entitled to repair, replacement, or refund, the Vendor provides the repair or replacement or bears its cost as clause 10 provides.
9.3 The Vendor informs Area 13 without delay of any safety issue, recall, or regulatory action affecting a Product and cooperates in any recall Area 13 or an authority requires, at the Vendor's cost where the Product is at fault.
10. Returns and chargebacks
10.1 Area 13 decides Buyer returns under its published Returns and Refunds Policy and Saudi law. The Vendor accepts the return of Products that Area 13 accepts from a Buyer.
10.2 When Products are returned or a refund is given for them, the Supply Price of those Products is reversed (charged back) against the Vendor's balance.
10.3 Where a return is for a defect, damage, a wrong item, or non-conformity, the Vendor also bears the reasonable costs of collecting the Products, of replacement, and any delivery charges Area 13 refunds to the Buyer for them.
10.4 Products returned for a change of mind go back to the Vendor in the condition the Buyer returned them; the Vendor may not refuse them where Area 13 accepted the return under its policy.
10.5 If charges exceed the Vendor's available balance, the difference is a debt owed to Area 13: Area 13 may offset it against later releases, and withdrawals are blocked until it is cleared.
11. Settlement and payouts
11.1 The Supply Price of each Order line is credited to the Vendor's balance as pending when the Order is paid. It becomes available for payout after delivery to the Buyer is confirmed and the return window for that Order has closed, less any chargebacks, debts, and amounts Area 13 is entitled to withhold.
11.2 The Vendor requests payouts of its available balance through the dashboard. Area 13 pays by bank transfer to the payout account verified in the dashboard, which must be held in the Vendor's own legal name.
11.3 Area 13 makes payouts from its own bank accounts, which may be held with banks in the Kingdom or in other countries and in different currencies, or through a company of the Area 13 group (for example its parent company, IWOOT LTD, of the United Kingdom) that pays on Area 13's behalf and at its request. A group company that pays does so only as Area 13's payment agent: Area 13 remains the Vendor's contracting party and debtor, and the paying company takes on no obligation to the Vendor under this agreement. The remittance advice for each payout names the paying entity and account, the entity on whose behalf it pays, the currency, the amount, the exchange rate used, and the bank-charge instruction. Area 13 bears all transfer charges on payouts to the Vendor (charge instruction OUR). A payment by Area 13 or by a group company on its behalf discharges Area 13's obligation to the extent of the amount received; any shortfall remains payable by Area 13.
11.4 Each Order line appears on the Vendor's statement in the dashboard. The Vendor must raise any objection to a statement within 30 days of it becoming available; after that the statement is treated as accepted, except for manifest error or fraud.
11.5 Area 13 may withhold amounts reasonably needed to cover open returns, disputes, chargebacks, or a suspected breach, for as long as the reason lasts, and must explain the hold to the Vendor.
12. Tax and invoicing
12.1 Each party is responsible for its own taxes. The Supply Price is the full consideration for the Products. If the Vendor is registered for VAT, the Supply Price includes the VAT due on its supply to Area 13.
12.2 A VAT-registered Vendor issues to Area 13 tax invoices that comply with the VAT Law and ZATCA e-invoicing requirements, addressed to AREA 13 DEVELOPMENT Company For Trading, VAT No. 315086005800003, at the address in clause 1.1.
12.3 Self-billing. The Vendor agrees that Area 13 may issue tax invoices for the Vendor's supplies under this agreement on the Vendor's behalf (self-billed invoices), as the VAT Implementing Regulations permit. While self-billing applies, the Vendor will not issue its own tax invoice for a supply covered by a self-billed invoice, will accept the self-billed invoices Area 13 issues unless it objects in writing within 15 days of receiving one, and will notify Area 13 within 5 days of any change in its VAT registration. Either party may end self-billing by written notice; it then ends for supplies made after the notice.
12.4 A Vendor that is not registered for VAT confirms that it is not required to be, issues no VAT, and notifies Area 13 within 5 days of registering.
12.5 The Vendor keeps the records the VAT Law requires and provides Area 13 with what it reasonably needs to meet its own tax and e-invoicing obligations.
13. Legal compliance and integrity
13.1 The Vendor holds and maintains every licence, registration, and permit its business and the Products require, including its Commercial Registration or, for an individual Vendor, the freelance document or other licence that permits its activity, and notifies Area 13 of any change, suspension, or expiry.
13.2 Anti-Commercial Concealment. The Vendor confirms that its business is owned and run by its lawful owners, that it does not enable any person to carry on business in its name or under its registration contrary to the Anti-Commercial Concealment Law, and that its payout account belongs to the Vendor itself. Area 13 may verify ownership, management, and the source of payout accounts.
13.3 The Vendor complies with applicable laws on anti-bribery and anti-corruption, anti-money laundering and counter-terrorist financing, sanctions, consumer protection, and product safety. Area 13 may screen the Vendor and its owners and signatory against applicable sanctions lists and may suspend the account and withhold payment pending review of a match.
14. Data protection
14.1 Area 13 is the controller of Buyers' personal data. To the extent the Vendor receives Buyer data (such as name, delivery address, phone number, and order details), it processes that data as Area 13's processor, only on Area 13's instructions and only to fulfil the Order concerned, in compliance with the Personal Data Protection Law and its Implementing Regulations.
14.2 The Vendor will: keep Buyer data confidential and limit access to staff who need it; protect it with appropriate technical and organisational measures; not use it for marketing or any other purpose, nor contact Buyers except to deliver their Order; not disclose it to any third party other than its courier for that delivery; not transfer it outside the Kingdom; delete it once the Order's return window has closed, unless the law requires it to be kept; notify Area 13 within 24 hours of becoming aware of any breach affecting it; and assist Area 13 with data-subject requests and with information Area 13 reasonably requests to demonstrate compliance.
14.3 Area 13 processes the personal data of the Vendor's owners, signatory, and staff as described in its Privacy Policy.
15. Confidentiality and intellectual property
15.1 Each party keeps confidential the other's non-public business information received under this agreement, including Buyer data, pricing, and commercial terms, and uses it only to perform this agreement. This obligation lasts for three years after the agreement ends, and indefinitely for personal data. It does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law or to an authority.
15.2 The Vendor grants Area 13 a non-exclusive, royalty-free licence, for the duration of this agreement and for selling remaining stock and handling returns afterwards, to use the Vendor's names, trade marks, product content, and images to list, market, and sell the Products. The Vendor warrants that it has the rights to grant this licence.
16. Liability, indemnity, and suspension
16.1 The Vendor indemnifies Area 13 against losses, claims, fines, and reasonable costs arising from a defect in or non-conformity of a Product, a product-liability or safety claim, infringement of third-party rights, the Vendor's breach of law or of clause 13 or 14, or any other breach of this agreement by the Vendor.
16.2 Neither party is liable to the other for loss of profit or for indirect or consequential loss. Area 13's total liability to the Vendor under this agreement in any 12-month period is limited to the total Commission Area 13 retained from the Vendor in that period. These limits do not apply to amounts Area 13 owes for Supply Prices properly due, to fraud, wilful misconduct, or gross negligence, or to liability that cannot be limited by law.
16.3 Where the Vendor breaches this agreement, or the quality, delivery, or return record of its Products falls materially below the standards Area 13 publishes, Area 13 may, proportionately and with notice of the reason, suspend listings, suspend the acceptance of new Orders, or withhold payouts under clause 11.5 while the issue is resolved.
17. Term and termination
17.1 This agreement starts on the Vendor's signature and continues until terminated.
17.2 Either party may terminate it on 30 days' written notice. Either party may terminate immediately by written notice if the other materially breaches it and does not remedy the breach within 10 days of notice, or becomes insolvent. Area 13 may terminate immediately for a breach of clause 7.3, 13, or 14.
17.3 On termination, Orders already accepted are completed under this agreement unless Area 13 cancels them. Clauses 9, 10, 11, 12, 14, 15, 16, and 19 continue to apply. Area 13 pays the final balance after the last return window has closed, less any amounts it is entitled to offset or withhold.
18. Changes to this agreement
Area 13 may publish a new version of this agreement in the dashboard with at least 30 days' notice of its effective date, except where a change is required by law. The Vendor is asked to sign the new version; a Vendor that does not wish to accept it may terminate under clause 17.2. Continuing to accept new Orders after the effective date counts as acceptance.
19. General
19.1 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control. The affected party notifies the other promptly and limits the effects. If the event lasts more than 30 days, either party may cancel affected Orders.
19.2 Notices. Notices to the Vendor are sent to its dashboard and its registered email; notices to Area 13 go to legal@areathirteen.com or to its registered address. Electronic notices are valid.
19.3 Assignment. The Vendor may not transfer this agreement without Area 13's written consent. Area 13 may transfer it to an affiliate or successor that continues the Platform.
19.4 Entire agreement. This agreement, the Commercial Terms, and the policies it refers to are the whole agreement between the parties on its subject. If any provision is invalid, the rest remain in force. A failure to enforce a provision is not a waiver.
19.5 Governing law and disputes. This agreement is governed by the laws of the Kingdom of Saudi Arabia. The parties will first try to settle any dispute amicably; a dispute not settled within 30 days of written notice is referred to the competent courts in the city of Riyadh.