WHOLESALE / IMPORTATION TERMS

1. NATURE OF THE WHOLESALE SERVICE

Vicsmall's Wholesale Service provides a facilitation platform that connects Vendors and Buyers seeking to source goods from local wholesale markets and international suppliers, and facilitates the logistics of importing such goods into Nigeria.

IMPORTANT: Vicsmall acts solely as a facilitating platform and NOT as an import agent, freight forwarder, customs agent, or principal importer (unless expressly agreed in writing). Users of the Wholesale Service are solely responsible for ensuring that all importation activities comply with applicable Nigerian law.

2. ELIGIBILITY FOR WHOLESALE SERVICE

Access to the Wholesale Service is restricted to Vendors who have:

1. Completed full Vendor onboarding (including KYV verification with identity, address, tax, and other documents required by the current verification form)
2. Activated the 'Wholesale/Import' feature in their Vendor Dashboard
3. Accepted these Wholesale Terms
4. Demonstrated, where requested, experience or capacity to handle wholesale/import transactions

3. PRODUCT SOURCING

3.1 Domestic Wholesale Sourcing

For domestic wholesale, Vendors may use the Platform to connect with local wholesale suppliers listed on Vicsmall. All transactions between Vendors and domestic wholesale suppliers are direct contracts between those parties. Vicsmall facilitates discovery and connectivity but is not a party to the supply contract.

3.2 International Sourcing / Importation

For international sourcing, the following requirements and restrictions apply:

• Goods must not appear on the Nigeria Customs Service's Absolute Prohibition List or Conditional Prohibition List (without requisite licences/waivers)
• All imported goods must be accompanied by a valid Form M issued through an Authorised Dealer Bank (ADB) for imports above the prescribed CBN threshold
• A Pre-Arrival Assessment Report (PAAR) must be obtained from an approved Destination Inspection Company for all commercial imports
• Goods subject to SON's Product Certification Programme must hold a valid SON Certificate of Conformity (CoC) or SONCAP Certificate before importation
• NAFDAC-regulated goods (food, beverages, cosmetics, drugs, medical devices, chemicals) must have valid NAFDAC registration before being sold on the Platform
• All applicable import duties, VAT, and levies must be paid at port of entry; Vendors are solely responsible for customs clearance obligations

4. VICSMALL'S WHOLESALE FACILITATION ROLE

Where Vicsmall's Wholesale Team assists with sourcing or logistics coordination, the following terms apply:

• Any sourcing assistance is advisory only; Vicsmall does not guarantee the quality, authenticity, regulatory compliance, or timely delivery of goods from third-party suppliers
• Where Vicsmall coordinates with freight forwarders or clearing agents on a Vendor’s behalf, such service providers are independent contractors; Vicsmall is not liable for their acts or omissions
• Vicsmall may charge a facilitation fee for Wholesale Service assistance, as disclosed in the Vendor Dashboard

5. VENDOR RESPONSIBILITIES IN IMPORTATION

The Vendor, as the importer of record (or the person authorising importation), is solely responsible for:

1. Ensuring all goods comply with Nigerian import regulations, standards, and certification requirements
2. Filing accurate customs declarations; any false declaration is a criminal offence under the Customs and Excise Management Act
3. Payment of all applicable customs duties, levies, and taxes
4. Obtaining all licences and permits required for regulated goods
5. Arranging and funding insurance for goods in transit
6. Compliance with the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act for any FX transactions involved in the importation

6. PROHIBITED IMPORTS

The following goods may NEVER be listed on Vicsmall, sourced through the Wholesale Service, or facilitated for importation through Vicsmall, regardless of any special licence or permission:

• All items on the Nigeria Customs Absolute Prohibition List (Schedule 1 to the Customs, Excise Tariff Act)
• Goods banned by NAFDAC or SON without the requisite certification
• Counterfeit goods (goods bearing unauthorised trade marks)
• Items that are the proceeds of crime

7. ANTI-BRIBERY & ANTI-CORRUPTION

Vendors using the Wholesale Service must at all times comply with the Corrupt Practices and Other Related Offences Act 2000 and the Independent Corrupt Practices Commission (ICPC) Act. Vendors must not offer, give, receive, or solicit any bribe, facilitation payment, or improper advantage in connection with customs clearance, regulatory approvals, or any other aspect of the importation process. Any suspected corrupt act must be reported to Vicsmall's compliance team immediately.

8. TAXES ON IMPORTED GOODS

Vendors are responsible for the correct calculation, declaration, and payment of all taxes on imported goods, including:

• Import Duty (ad valorem rates per HS Code classification)
• Value Added Tax (7.5% under the Finance Act 2020)
• Customs Processing Fee (CPF) and Surcharges
• Excise Duties (for applicable goods such as tobacco and spirits)

9. DISPUTE RESOLUTION & GOVERNING LAW

All disputes arising from or connected to the Wholesale Service shall be governed by Nigerian law and resolved through the tiered dispute resolution mechanism in the Vicsmall Terms and Conditions of Use (Part III), applying, in particular, the Arbitration and Mediation Act 2023.