9. VENDOR’S OBLIGATIONS AND RESPONSIBILITIES

• 9.1. Failure to Meet Obligations: In the event that the Vendor fails to fulfill their obligations and meet the satisfaction criteria of the Buyers and the Platform, the Vendor will be notified in writing by the Company detailing the specific defaults. The Vendor shall have 30 days from the date of receipt of the notice to rectify the identified defaults and fulfill their obligations. Failure to do so may be deemed as a breach of this Agreement and the Company reserves the right to terminate and/or remove the Vendor's Account on the Platform.
• 9.2. Out-of-Scope Work: The Vendor shall not proceed with any out-of-scope work without obtaining prior written approval from the Company. Any unauthorized work undertaken by the Vendor may result in penalties.
• 9.3. Direct Order Acceptance: The Vendor expressly agrees not to accept orders directly from Buyers once connected through the Platform. The Vendor shall not engage with Buyers independently without prior notification to the Platform. All orders, without exception, must be processed exclusively through the Platform's designated website.
• 9.4. Change in Pricing of Products: The Vendor has the flexibility to change the pricing of their Products at any time through the Vendor Module provided by the Company. Any changes made by the Vendor will be automatically reflected online for Buyers. It is the Vendor's responsibility to ensure that the updated prices are accurate and comply with any applicable laws and regulations. The Company will not be liable for any discrepancies or issues arising from the Vendor's pricing changes.
• 9.5. Maintenance of Adequate Stock Level: The Vendor understands and acknowledges that they are responsible for maintaining adequate stock levels and ensuring that their production capacities are aligned with the volume of orders received from the Platform. The Vendor must ensure that their supply chain and logistics operations are fully compliant with the delivery timelines specified during the onboarding of their Products onto the Platform. This includes but is not limited to, timely procurement of raw materials, efficient production processes, and reliable transportation arrangements.
• 9.6. Delay by the Vendor: In the event that there is a delay in the delivery of the Product on account of reasons attributable to the Vendor such as unresponsiveness of the Vendor or the unavailability of sufficient stock, the Platform reserves the right to impose penalties, cancel orders, or apply any other appropriate punitive measures.
• 9.7. Financial Transparency and Organizational Changes: The Vendor shall keep its books, records, and accounts with sufficient detail and precision to clearly reflect its transactions and the use or disposition of its resources or assets. The Vendor agrees that the Company has the right to audit the transactions related to the Vendor's execution of its obligations under this Agreement at any time and upon reasonable notice. If for any cause or reason, the Vendor proposes to transfer control of the Vendor to a third party or a third party assumes control of the Vendor, the Vendor must notify the Company in writing of the change at least thirty (30) days in advance of such change, or within three (3) business days of obtaining knowledge of the change.
• 9.8. Timely Grievance: The Vendor hereby agrees to promptly address any grievances concerning its Products, ensuring resolution within a period not exceeding seven (7) days from the date of receipt of the complaint. The Company, through its support staff, will endeavor to resolve conflicts in the best interest of both the Vendor and the Buyer, in compliance with the terms and conditions mentioned on the Platform and in the Agreement with the Vendor and the Buyer. The Vendor agrees to cooperate fully with the Company's support staff to achieve swift and satisfactory resolutions to any issues that arise.

10. COMPLIANCE WITH LAWS

• 10.1. Tax and Regulatory Compliance by Vendor:
  • 10.1.1. The Vendor shall ensure full compliance with the provisions of Integrated Goods and Services Tax (IGST), Central Goods and Services Tax (CGST), and Union Territory Goods and Services Tax (UTGST) or State Goods and Services Tax (SGST) in respect of the Products supplied by the Vendor. It is the Vendor's responsibility to charge appropriate taxes on the supplies affected and remittance of the same to the Government. The Platform shall not be responsible for any deficiency and/or omission on your part. Further, you shall be required to provide the corresponding Harmonised System Nomenclature (HSN) code number for every Product listing. You shall also be required to provide GSTIN, without which the Platform will not be able to raise an invoice for you. In the event that you do not provide your GSTIN number, transactions on your Account will be blocked and orders will not be processed on your Vendor Module. In the event you provide any Input Service Distributor (ISD) Registration Number, the Platform will issue an invoice to the ISD, a GST registration number as furnished by you. It shall be your responsibility to undertake the necessary compliance required in respect of the said ISD registration number.
  • 10.1.2. Additionally, the Vendor shall take appropriate transit insurance for their Products supplied to ensure coverage against any potential loss or damage during transit. The Company shall not be liable for any loss or damage to the Products during transit.
  • 10.1.3. Further, the Vendor shall obtain all necessary waybills, e-way bills, and any other governmental permissions required to transport Products from one state to another. The Vendor shall ensure compliance with all applicable laws and regulations related to the transportation of goods.
  • 10.1.4. In the event of any non-compliance with the above-mentioned requirements or failure to meet these operational requirements, including but not limited to failure to provide GSTIN, obtain necessary transit insurance, or secure required waybills and permissions, it may be considered as a breach of the Agreement and the Platform reserves the right to take appropriate corrective actions, including but not limited to, block transactions on the Vendor's Account and halt order processing on the Vendor Module, suspension or termination of the Vendor's Account on the Platform. The Vendor shall be solely responsible for any legal or financial repercussions arising from such non-compliance.
• 10.2. Compliances by Vendor under The Consumer Protection (E-commerce) Rules, 2020 as amended and if substituted from time to time:
  • 10.2.1. The Vendor should not mislead and misguide the Buyer by posting false reviews for their Product's quality and features pretending to be a Buyer on the Platform;
  • 10.2.2. If in case the Vendor's Products are defective, deficient, adulterated, or spurious, or if the Products are not of the features as advertised or as agreed to or delivered late from the stated delivery schedule, they shall provide benefits of refund, return/replacement, exchange, warranty and guarantee, withdrawal and cancellation for the Products listed on the Platform;
  • 10.2.3. The Products offered on the Platform should be consistent with the actual quality and features of the Products as shown on the Platform;
  • 10.2.4. The Vendor shall ensure full compliance with all Applicable Laws in displaying accurate product/service details on the Platform, including but not limited to total pricing with a breakdown of all charges and taxes, manufacturing/packaging and expiry dates, and the country of origin to facilitate informed Buyer decisions. The Vendor must provide complete importer details for any imported products, and guarantee the authenticity and genuineness of all listed Products. Additionally, the Vendor is responsible for providing shipment and delivery updates, as well as clearly stating and honouring any applicable guarantees or warranties associated with their Products;
  • 10.2.5. The Vendor shall provide updates on the shipment and delivery of Products that are shipped from the Vendor's premises.
• 10.3. Compliance with Anti-Money Laundering, Sanctions, and Regulatory Requirements:
  • 10.3.1. Vendor will fully comply with all applicable laws and regulations including but not limited to anti-money laundering (including know your customer and customer due diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). Neither the Company nor the Vendor will engage in a transaction pursuant to this Agreement that will cause the other party to violate such laws and regulations.
  • 10.3.2. The Vendor shall ensure that no Products are sourced or used in the manufacturing or in the provision of services that originate wholly or in part, from any of the prohibited countries stated in the ‘OFAC Regulations and Other Applicable Sanctions Regulations.

11. ORDER, SALE, AND FULFILMENT

• 11.1. Placing Orders:
  • 11.1.1. The Vendor agrees and understands that as and when the Buyer places an order and makes the payment on the Platform, it constitutes a confirmed purchase. Upon receipt of the order and payment, the confirmed order details will be sent to the Vendor for processing.
  • 11.1.2. In the case of online orders, the total amount of the order should include shipment charges and applicable taxes and such costs will be detailed in the order summary before finalisation. For offline orders, the Buyer requests a quote from the Vendor, and once the Vendor sends the quote with payment terms, the Buyer must approve the quote before making the payment. The Vendor is then responsible for fulfilling the order as per the agreed terms.
• 11.2. Fulfilment of Orders:
  • 11.2.1. The Vendor agrees that the fulfilment of orders placed on the Platform is their sole responsibility. The Platform acts merely as an aggregator, providing a service to Vendors and Buyers, ensuring the security of payment, and assisting in the delivery of such orders.
  • 11.2.2. The Vendor agrees and understands that the Platform shall not be liable for undertaking any insurance(s) for Products sold by any Vendor on the Platform.
  • 11.2.3. The Platform shall not be responsible regarding the accuracy of Product specifications upon dispatch and delivery. Any guarantee or warranty associated with the Products is the Vendor’s sole responsibility and must be provided directly to the Buyers.
  • 11.2.4. Company shall not be liable for any claims, damages, losses, or expenses arising from or related to the fulfilment of orders by the Vendor. All terms, including price, shipping costs, delivery details, and warranties, are proposed by the Vendor and agreed upon by the related parties.
• 11.3. Coupons and Discounts:
  • 11.3.1. As a Vendor on the Platform, you have the option to offer promotional discounts and coupon codes to Buyers during the checkout process. These discounts and codes are intended to incentivize frequent purchases and are governed by specific terms and conditions that include details on usage, limitations, applicability, restrictions, and validity. The Buyers may also benefit from bulk discount pricing directly set by Vendors. Please note that the Company reserves the right to update these terms periodically based on factors such as usage patterns, regulatory requirements, and other considerations. Any changes to these terms will be communicated to Vendors and Buyers without prior notice.
• 11.4. Terms for Sale:
  • 11.4.1. When Buyers place an order to purchase Product(s) on the Platform, the Company will send a system-generated email confirming the receipt of the order and providing order details. This order confirmation email acknowledges that the Vendor has received the order. Vendors will update the status of such orders through their Vendor Modules, and system-generated emails from the Company will be sent to the Buyer.
  • 11.4.2. Another email will be sent to the Buyer upon dispatch. If an order is dispatched in multiple packages, separate dispatch confirmation emails may be sent for each package.
  • 11.4.3. In the event that the Vendor and the Buyer need to communicate off the Platform with each other for purposes including but not limited to sharing technical documents or files (see Clause 11.6.2 of this Agreement), they may do so adhering to the requirement of keeping the Company informed about the nature of their off-Platform communications and ensure compliance with the terms outlined in Clause 11.6 of this Agreement. Please note that this off-Platform communication shall not take place unless the Buyer makes the partial/advance payment as the case may be.
  • 11.4.4. The Vendor understands that the prices of the Products displayed on the Platform shall include applicable taxes. It shall be the Vendor’s responsibility to incorporate the required taxes and any other charges when listing the Product(s). The Company disclaims any liability for the accuracy or completeness of tax calculations and charges applied by the Vendor.
  • 11.4.5. The Company does not make any representation or warranty as to specifics of the Products proposed to be sold or offered to be sold or purchased on the Platform. The Company does not implicitly or explicitly support or endorse the sale or purchase of any Product on the Platform. Further, we accept no liability for any errors or omissions, whether on behalf of the Vendor or other third parties.
  • 11.4.6. The Company is not responsible for any non-performance or breach of duty related to the transactions concerning order placement and delivery entered into between Buyers and Vendors. The Company is not liable for any failure by Buyers or Vendors to fulfill their respective duties or responsibilities under such transactions. The Company cannot and does not guarantee that the concerned Buyers and/or Vendors will perform any transaction concluded on the Platform.
  • 11.4.7. The Company does not at any point of time during any transaction between Buyer and Vendor, come into or take possession of any of the Products or services offered by the Vendor nor does the Company at any point gain title to or have any rights or claims over the Products or services offered by the Vendor to the Buyer.
  • 11.4.8. The Vendor shall be solely responsible for ensuring the manufacturing and availability of sufficient stock of the Products to enable the delivery of the Products within the time specified.
  • 11.4.9. The Vendor acknowledges and agrees that any non-availability or delay in the manufacturing and shipment of the Products may negatively impact the Buyer experience which, in turn, can negatively impact the Vendor’s ratings and consequently, the business generated by the Vendor on the Platform. If there are more than ten instances of inability to deliver the Products on time, the Company may proceed to ensure the delisting of the Vendor from the Platform.
  • 11.4.10. The Vendor takes full responsibility for the contents of the Products delivered to the Buyer and agrees that the Company shall not be responsible or liable in any manner whatsoever for such contents.
  • 11.4.11. The Vendor agrees that the Company does not provide logistics service providers to facilitate the delivery of orders and Products. The Vendor shall dispatch the Products using only an approved delivery channel that provides appropriate ‘proof of dispatch’ & ‘proof of delivery’ (PoDs) documentation. Such PoD documentation relating to delivery should be maintained by a Vendor for a period of 3 (three) years from the date of dispatch. The PoDs should be furnished to the Platform on demand within the time frame as notified from time to time.
  • 11.4.12. The Vendor shall ensure that the Products dispatched are of the same specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty, if any, shall be provided by the Vendor to the Buyer. The Vendor shall not include any of its marketing, or promotional materials, any other solicitations or any communications to Buyers including emails confirming orders in the package without prior written approval by the Company.
  • 11.4.13. Further, the Vendor shall solely be responsible for undertaking transit insurance for Products sold by the Vendor on the Platform. For the avoidance of doubt, the Platform will not be responsible for undertaking any insurance(s) for Products sold by Vendor on the Platform.
  • 11.4.14. The Vendor agrees and acknowledges that the Vendor will be solely responsible for any sale of Products to the Buyer that is not in accordance with the order of the Buyer or the Company Policies. The Vendor further warrants to resolve all Buyer service issues in connection with such sale or delivery of Products.
  • 11.4.15. The Vendor undertakes and agrees that it shall not collude with a Buyer or other Vendors or users of the Platform, for drawing benefits from various promotional offers including but not limited to discount or cashback through false or fraudulent transactions. If the Vendor is found involved in any such activity, the Vendor acknowledges and agrees that the Company reserves its right to impose a penalty on the Vendor and recover the money amounting to twice the benefits so drawn or twice the maximum retail price; whichever is higher.
  • 11.4.16. In the event of delays by the Vendor to deliver the Products, the Vendor must promptly communicate the delay to the Buyer. If the Buyer agrees to wait, the order will proceed as planned. If the Buyer opts to cancel the order due to the delay, they may do so in accordance with the terms and conditions as may be applicable to such order. The Vendor acknowledges that repeated delays may affect their standing with the Company and could lead to further actions as deemed necessary by the Company.
• 11.5. Availability and delays:
  • 11.5.1. It is the Vendor's responsibility to ensure the availability of Products for the Buyers as agreed upon at the time of order placement. The Vendor understands that failure to comply with the expected timelines for order fulfilment may impact the business and reputation of the Vendor on the Platform. The Vendor must monitor their inventory levels and communicate any discrepancies or delays in a timely manner.
• 11.6. Intellectual Property:
  • 11.6.1. The Vendor shall ensure that all Products listed on the Platform, including any intellectual property rights associated with such Products, do not infringe upon the rights of any third party. The Vendor will be liable for any claims related to such infringements and will indemnify the Company from any losses incurred due to such claims.
  • 11.6.2. In cases where off-Platform communication occurs between the Vendor and the Buyer, the Vendor must ensure that any materials shared do not violate any third-party intellectual property rights. The Vendor is responsible for obtaining necessary permissions before sharing such materials.
• 11.7. Returns and Refunds:
  • 11.7.1. The Vendor agrees to adhere to the return and refund policies as outlined by the Company. In the event that a Buyer seeks a return or refund, the Vendor shall cooperate with the Company to process such requests in a timely manner, ensuring that the rights of the Buyer are respected.
  • 11.7.2. The Vendor acknowledges that the Buyer may have the right to request a return or refund based on specific circumstances, including but not limited to incorrect Products, defective Products, or dissatisfaction with the Product as per the terms outlined by the Company.
  • 11.7.3. The Vendor agrees to provide clear instructions to Buyers regarding the return process and to assist in facilitating the return and refund process, including providing necessary documentation and coordinating with logistics providers as needed.

12. INVOICE GENERATION AND PROCESSING

• 12.1. Responsibility for Invoicing:

  The Vendor acknowledges and agrees that the responsibility for issuing correct invoices to Buyers lies solely with the Vendor.

• 12.2. Uploading Invoices:

  The Vendor agrees that they are required to upload a copy of the invoice on the Platform generated for each order placed on the Platform. This uploaded invoice shall be accessible to the respective Buyer in their Account under the "Orders" section. The uploaded invoice must be made available once the full payment has been processed for the order.

• 12.3. Advance Payments and Invoicing:

  The Vendor acknowledges that in cases where the fulfilment of an order requires an advance or partial payment from the Buyer, the Company shall issue a receipt to the Buyer for any advance or partial payments made on the Platform. This receipt shall acknowledge the payment received but shall not constitute an invoice. Upon receipt of the full payment from the Buyer, it shall be the sole responsibility of the Vendor to issue a final invoice reflecting the total amount paid. The Vendor must ensure that this final invoice accurately details the whole transaction. The Vendor shall upload such invoice on the Platform for the Buyer’s visibility.

• 12.4. Managing Invoices:

  The Vendor understands that they may upload and manage invoices through the Vendor Module. The Vendors further acknowledge that it is their responsibility to ensure that all invoices are accurate and are provided to Buyers in a timely manner.

• 12.5. Correcting Errors:

  In the event of any errors or omissions in the invoices issued by the Vendor, the Vendor agrees to promptly correct such errors and issue revised invoices as necessary. The Vendor shall bear all costs and consequences associated with such errors or omissions, including any claims or disputes arising from incorrect invoicing.

• 12.6. Auto-Invoicing System:

  While the primary responsibility for issuing correct and complete invoices rests with the Vendor, the Company may, in the future, introduce an auto-invoicing system to assist in generating invoices on behalf of the Vendor. Under this system, during the onboarding process, you will be required to provide a digital image of your signature and/or any required seals that you may use in the ordinary course of your business. These details will be stored by the Company and automatically affixed to the invoices generated by the Platform and thereafter will be automatically included with the consignment and must accompany the goods during transportation. Despite the Company’s assistance, the Vendor will retain full responsibility for the accuracy and completeness of all invoices. Any discrepancies or issues with the invoices that result in liability from taxation authorities will be the Vendor’s sole responsibility.

• 12.7. Indemnification:

  The Vendor agrees to indemnify and hold harmless the Company against any claims, losses, damages, or costs arising out of or related to the Vendor's invoicing practices, including but not limited to errors, omissions, or disputes with Buyers.

• 12.8. Compliance with Laws:

  The Vendor agrees to comply with all Applicable Laws, regulations, and tax requirements related to the issuance and management of invoices. The Company shall not be liable for any errors, omissions, or non-compliance by the Vendor in this regard.

13. PAYMENT TERMS

• 13.1. Commission Charges:

  The Vendor agrees and acknowledges that the Company shall charge a predetermined Commission from the Vendor, which may vary based on the Product category, material, and other criteria specified by the Company during the negotiations stage and prior to Vendor onboarding.

• 13.2. Payment Terms Documentation:

  The Vendor further agrees and acknowledges that the payment terms, including the Commission agreed upon in advance, will be reflected during the Vendor onboarding phase via electronic means. This electronic onboarding form will include all agreed-upon payment terms and is created and maintained in accordance with the Information Technology Act, 2000. By agreeing to these terms, the Vendor acknowledges that the electronic records of the payment terms are legally enforceable, valid, and binding.

• 13.3. Invoicing and Commission Deductions:

  The Vendor understands that the Vendor shall not be required to submit invoices to the Company, as all payments made by Buyers are processed through the Platform. The Company will retain the agreed-upon Commission from the Buyer’s payment and issue an invoice to the Vendor for the Commission amount. This invoice does not require action or clearance from the Vendor, as the Company will automatically deduct the Commission from the total payment before remitting the balance to the Vendor. Any discrepancies regarding the Commission invoice must be raised by the Vendor within seven (7) days from the date the invoice is issued by the Company. Failure to do so will be deemed acceptance of the invoice and the Commission deduction.

• 13.4. Commission Calculation:

  The Commission payable to the Company by the Vendor for each successful order shall be calculated as a percentage of the total order value, including applicable taxes and shipping charges, and the percentage of Commission shall be calculated and determined between the Company and the Vendor during the negotiations before the onboarding process.

• 13.5. Payment Processing:

  The Vendor agrees that the Commission shall be deducted by the Platform from the transaction proceeds before remittance to the Vendor. Payments to Vendors shall be processed as agreed upon between the Company and the Vendor before the onboarding process.

• 13.6. Invoice Modifications:

  The Company reserves the right to modify or correct any errors or omissions in invoices at any time. If such modifications or corrections are made, the Company will provide the Vendor with a revised invoice. The Vendor agrees to accept such corrections and promptly address any outstanding payments or refunds resulting from these corrections.

• 13.7. Account Deactivation/Termination:

  Subject to Terms of Sale, if a Vendor requests for a closure of the Account or the Company terminates this Agreement, the Company will perform a final settlement of all pending amounts. Any outstanding payments due to the Vendor, including invoices not yet processed, will be settled by the Company within thirty (30) days of Account deactivation or termination, subject to due certification and verification of all relevant details. No further claims for payments or amounts will be entertained after this final settlement.

14. RETURN, REFUND, AND CANCELLATION

• 14.1. Vendor Agreement:

  Subject to the terms and conditions outlined in our Return, Refund, and Cancellation Policy (defined above), the Vendor hereby understands and agrees that the return and cancellation terms for each Product listed on the Platform may vary depending on the specific details provided by the Vendor at the time of onboarding. During the onboarding process, the Vendor is required to submit detailed information regarding the applicable return and cancellation terms as outlined in Clause 7 of this Agreement.

• 14.2. Online Onboarding Form:

  Vendor understands and acknowledges that these return and cancellation terms will be captured via an online onboarding form, which is created and maintained in accordance with the Information Technology Act, 2000 on the Platform. By completing the onboarding process, the Vendor acknowledges and agrees that the terms recorded electronically are legally enforceable, valid, and binding. The Vendor also agrees that these terms, once submitted, will govern all transactions related to the Products listed on the Platform unless otherwise modified by mutual consent, and such modifications are also captured electronically in the same manner.

• 14.3. Responsibility for Accuracy:

  The Vendor further acknowledges that the Company reserves the right to enforce the return and cancellation policies as provided by the Vendor, but the Company shall not be held liable for any discrepancies, misunderstandings, or disputes arising from the Vendor's provided information. It is the sole responsibility of the Vendor to ensure that the information regarding returns and cancellations is accurate, up-to-date, and reflective of the Vendor's policies.

• 14.4. Communication of Changes:

  The Vendor understands that any changes or updates to the return and cancellation terms must be communicated in writing to the Company and submitted through the Platform’s electronic systems. Such changes will only take effect once they have been electronically captured and acknowledged by both parties.

• 14.5. Compliance with Laws:

  The Vendor confirms that all return and cancellation terms provided during onboarding comply with applicable laws and regulations. The Vendor is responsible for ensuring that their policies do not violate any consumer protection laws, and the Company reserves the right to require modifications if any terms are found to be non-compliant.

• 14.6. Refund Process:

  The Vendor understands that if the Buyer’s refund is not processed by the Vendor within a specified timeframe, we shall issue a refund directly to the Buyer upon the Vendor’s confirmation that the Vendor has received the returned Product in its original state and is not defective. Any refund issued by the Company directly to the Buyer shall be offset against any payments owed to the Company.

15. INTELLECTUAL PROPERTY RIGHTS

• 15.1. Intellectual Property Rights:

  Intellectual property rights and any proprietary materials utilized or created by the Company in relation to the Platform are subject to the provisions outlined in Clause 10 of the Terms of Sale.

16. TERM AND TERMINATION

• 16.1. Term:

  16.1.1. This Agreement shall commence upon the Effective Date and, unless terminated earlier, shall continue in effect until terminated as provided herein (the “Term”). The Company reserves the right to update this Agreement as needed (hereinafter referred to as “Term”).

• 16.2. Termination by either party:

  16.2.1. Either the Company or the Vendor may terminate this Agreement with a minimum of thirty (30) days prior written notice to the other party, which will become effective upon the expiry of the notice period. The Company may, in good faith, agree to waive or reduce the notice period from thirty (30) days if an alternative is found to the satisfaction of the Company. Both the Company and the Vendor are free to waive off notice periods only when specifically, and clearly indicated in writing and mutually agreed upon between them.

• 16.3. Termination without notice:

  16.3.1. The Company may terminate this Agreement in its entirety, without any notice if the Vendor breaches or commits a default of any obligation which default is incapable of cure. If the default is capable of cure but has not been cured within fifteen (15) Business Days after receipt of notice of such default, the Company has a right to terminate the Agreement. A material breach under this Agreement may take place upon:

  • 16.3.1.1. Failure by the Vendor to deliver Products of the specified quality and specification or consistent delays in delivery of Products.
  • 16.3.1.2. Attempting or directly engaging in the sale of any Products to the Buyer without involving the Platform.
  • 16.3.1.3. Receiving consistently bad reviews from Buyers regarding the quality of Products or materials shipped, specifically, any review ratings of one (1) star consistently over a period of three (3) months.
  • 16.3.1.4. Failure to extend or renew quality certifications and non-compliance with quality standards as mentioned in the product specifications and certificates.
  • 16.3.1.5. Any breach of the terms and conditions as outlined in the Agreement.
• 16.4. Termination by the Company:

  Subject to Clause 21 of Terms of Sale, the Company has the right to terminate this Agreement otherwise than on account of the breach, without any prior notice to the Vendor and the termination shall become effective immediately.

• 16.5. Consequences of Termination:

  16.5.1. Upon the termination of this Agreement, both the Company and the Vendor shall be released from all their obligations and liabilities occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve either party of their delivery and payment obligations for orders which have been already processed on the Platform or any obligations under Clauses 13, 14, 15, 16, 17, 18, and 19 hereof, nor shall any such termination relieve the parties from any liability arising from any breach of this Agreement.

  16.5.2. Further, upon the termination of this Agreement, each Party shall, within fifteen (15) Business Days of a written request, return and destroy all originals, copies, reproductions, and summaries of Confidential Information provided to the other party as Confidential Information or originating from its activities for either party. Furthermore, each party must immediately and permanently cease to use and remove from its place of business and from its Internet Platforms, any Intellectual Property of the other party, including the other party's content, trademarks, and any other identifying characteristics, including any signs, fixtures, materials, stationery, supplies, forms or other articles that display any content, trademarks, or any trade dress or other distinctive features that create an impression of continued association between the Company and the Vendor. Each party shall certify to the other party in writing that it has satisfied its obligations under this paragraph.

  16.5.3. Upon termination of this Agreement, any invoices due to the Vendor will be processed and paid within thirty (30) Business Days after the termination date, contingent upon due certification of the invoices. The certification process will ensure that all goods and services invoiced meet the quality standards and specifications as per the agreement. Any discrepancies found during the certification process may result in adjustments to the payable amounts. The Vendor agrees to provide all necessary documentation to facilitate the certification and payment process.

17. NON-SOLICITATION

• 17.1. The Vendor shall not:
  • 17.1.1. Solicit, encourage, induce, or attempt to solicit, encourage, or induce any current or prospective employees, marketing agents, or consultants of the Company to terminate their employment, agency, or consultancy with the Company.
  • 17.1.2. Induce or attempt to induce any Buyer to terminate its relationship with the Company or refrain from using the Company's Platform.
  • 17.1.3. Induce any potential Buyer not to establish a relationship with the Company.

18. NON-DISPARAGEMENT

• 18.1. During the Term of this Agreement and at all times thereafter, the Vendor shall not, directly or through any other person, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparages, denigrates, or maligns any of the Company's respective businesses, products, services, activities, operations, affairs, reputations, or prospects; or any of the Company's respective officers, employees, directors, partners, agents, members, or shareholders. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate, or malign the other party if such statement could be reasonably construed to adversely affect the opinion that any other person may have or form of such first person.
• 18.2. The foregoing limitations shall not be violated by truthful statements made by the Vendor:
  • (i) to any governmental authority; or
  • (ii) which are in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

19. NON-CIRCUMVENTION

• 19.1. The Vendor understands and hereby agrees not to directly or indirectly circumvent, avoid, bypass, obviate, negotiate or enter into any contract with any Buyers registered with the Platform, initially communicated through the Platform, without the prior written consent of the Company. The Vendor acknowledges that any breach of this non-circumvention obligation will result in significant harm to the Company and agrees to indemnify the Company for any losses incurred as a result of such breach. This non-circumvention obligation shall remain in effect during the term of this Agreement and for a period of three (3) years following the termination or expiration of this Agreement.
• 19.2. The Vendor shall not, directly or indirectly, engage, participate, or negotiate in any transaction with a third party introduced or identified by the Company, without the express written consent of the Company. This includes but is not limited to accepting orders, entering into contracts, or engaging in business transactions with such third parties outside of the Platform.
• 19.3. In the event of a breach or threatened breach of this Clause 19, the Company shall be entitled to seek injunctive relief, specific performance, and any other equitable relief, in addition to any other rights or remedies available at law or in equity, to prevent or remedy such breach.

20. RELATIONSHIP BETWEEN THE COMPANY AND THE VENDOR

• 20.1. Notwithstanding any provision herein to the contrary or any course of conduct between the Company and the Vendor, both the Company and the Vendor hereto are independent contractors, and nothing contained in this Agreement or in any services shall be construed to place them in the relationship of partners, principal and agent, employer and employee, or joint-venturers. Each party agrees that it shall have no power or right to bind or obligate the other; neither party shall hold itself out as having such authority. The Vendor will comply with the Platform's policies, dependent upon the type of service provided and as directed by the Company, including but not limited to, any training, training documentation, reading of Standard Operating Procedures, performance assessments, and requirements for departure when the Agreement has expired (or is terminated).

23. FORCE MAJEURE

• 23.1. For the purpose of this Agreement, a “Force Majeure Event” means anything outside the reasonable control of a party, including fire, explosion, power blackout, earthquake, flood, strike, embargo, labor disputes, civil disorder, riot, act of civil or military authority, act of public enemy, terrorist threat or activity, war (declared or undeclared), unavailability or shortage of materials, act of god, delays in transportation, unforeseen site conditions, acts or omissions of subcontractors, acts or omission of carriers or suppliers, restriction of law, regulation, order or other acts of regulatory or governmental agency(ies), interruption or failure of telecommunication or digital transmission link, internet failure or delay, disruptions in the supply chain of construction materials, significant price fluctuations in raw materials, transport strikes or disruptions, equipment breakdowns, environmental restrictions or disasters (such as landslides or soil contamination), and any other unforeseen events that prevent the procurement, production, or delivery of construction building materials.
• 23.2. Neither the Company nor the Vendor shall be liable to the other nor shall be deemed in default for any delay, failure in performance, loss or damage due to a Force Majeure Event, provided that such delay, failure, loss or damage:
  23.2.1. could not have been prevented by commercially reasonable precautions and;
  • 23.2.2. cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternate sources, work-around plans or other means.
• 23.3. If the performance of the obligations is delayed or impacted by a Force Majeure Event, the Vendor shall immediately notify the Company of the occurrence of such event and describe its nature in writing with reasonable details.

24. GOVERNING LAW AND JURISDICTION

• 24.1. This Agreement shall be governed by and construed in accordance with the laws of India without regard to its conflict of law principles. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in Hyderabad, Telangana, India, for any legal suit, action, or proceeding arising out of or related to this Agreement. Each Party waives any objection which it may have now or hereafter to the laying of the venue of any such proceeding in such courts and agrees not to plead or claim in any such court that such proceeding has been brought in an inconvenient forum.

25. DISPUTE RESOLUTION

• 25.1. This Agreement shall be construed in accordance with the applicable laws of Hyderabad, Telangana, India.
• 25.2. If any dispute or claim arises from or in connection with (i) this Agreement, (ii) Terms of Sale; and/or (iii) your access to or use of our Platform and/or Services, the relevant parties shall resolve the dispute through amicable negotiations but in case the conflict continues the parties will resort for the dispute resolution procedure set out herein.
• 25.2.1. Mediation: In the event that the parties are unable to agree to a mutually agreeable decision and a dispute or difference arises in connection with the interpretation or implementation of this Agreement or Vendor Terms of Sale, the parties agree that they will submit to a binding confidential mediation that will be held in Hyderabad, Telangana, India and in accordance with the applicable laws of India. The mediation shall be conducted in English by a mediator that is mutually agreed upon by the Parties, as far as possible. The costs of the mediation shall be borne equally by all parties. The parties hereby waive any and all right to have this Agreement or Vendor Terms of Sale adjudicated by a court or jury. The mediation proceedings shall be carried out in Hyderabad, Telangana, India. In accordance with the applicable laws of India. The mediator shall issue a final decision within sixty (60) days from the commencement of mediation proceedings.
• 25.2.2. Arbitration: In the event that the mediation fails to resolve the dispute within the sixty (60) day period, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted in Hyderabad, Telangana and in accordance with the applicable laws of India. The arbitration shall be conducted in English by a sole arbitrator appointed jointly by the parties, as far as possible. The arbitrator must be independent. The arbitrator must issue a final decision within one (1) month from the commencement of arbitration proceedings. The place of arbitration shall be Hyderabad, Telangana, India. The award of the arbitration proceedings will be final and binding on both parties to this Agreement or Terms of Sale.

26. MISCELLANEOUS

• 26.1. Assignment: The Vendor shall not be entitled to transfer or assign the rights or obligations under this Agreement or any part thereof except with the prior written approval of the Company.
• 26.2. Terms of Sale and Privacy Policy: The Vendor hereby agrees to read this Agreement in conjunction with the Terms of Sale and Privacy Policy governing the use of the Platform.
• 26.3. Non-exclusivity: The Company does not mandate that any of the Vendor’s Products should be sold exclusively on the Platform. For the sake of clarity, the Company unilaterally waives any obligation on the Vendor to sell exclusively on the Platform. Any written or oral arrangements to the contrary shall stand unilaterally waived.
• 26.4. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the Vendor actually executing such counterparts, and all of which together shall constitute one instrument.
• 26.5. Severability: To the extent that any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of this Agreement, and such finding shall not affect the enforceability of the remainder of this Agreement nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
• 26.6. Entire Agreement: This Agreement sets out the entire understanding of the Company and the Vendor hereto and supersedes all prior negotiations and all prior agreements, written or verbal, and may not be modified except in writing and signed by both the Company and the Vendor.