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SELLER CONTRACT

BY AND BETWEEN

TRIPTA TECHNOLOGIES PRIVATE LIMITED

AND

[•] ¹

SELLER CONTRACT

 

This Seller Contract (“ Contract ”) is executed at [•] on [•] day of [•], 2023 (“ Execution Date ”) by and between :

 

(i) Tripta Technologies Private Limited , a company registered under the Companies Act, 2013, having its registered office at 77, Sadoday, 2nd Floor, Central Avenue Near Gandhi Putla Nagpur, Maharashtra, 440032 India, (hereinafter referred to as “ Owner ” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include successors in interest and permitted assigns), of the FIRST PART .

 

AND

 

(ii) [•] ² , [a sole proprietorship firm/ a partnership firm/ a company registered under the Indian laws] ³ and having its place of business at [•], acting through its authorized signatory, [ Insert Name ] [ Insert Designation ] (hereinafter referred to as “ Seller ” which term shall unless repugnant to the subject or context mean and include its successors in interest and permitted assigns) of the SECOND PART;

 

The Owner and the Seller are hereinafter collectively referred to as “ Parties ” and individually as “ Party ”.

 

WHEREAS:

 

1. The Owner is in the business of [●] . The Owner owns and operates the online web portal https://www.bharatemart.com (“ Bharat E-Mart ”).

 

B. The Seller is engaged in the business of inter alia manufacturing/selling/distributing the Products ⁴ (defined below) as provided in Annexure I , attached hereto, and providing the services incidental thereto.

 

C. The Seller is desirous of showcasing, exhibiting and selling the Products/Services( defined below ) on the Bharat E-Mart portal, during the Term (defined below) of this Contract in accordance with the terms and conditions set out herein below.

 

D. Based on the representations provided by the Seller, the Owner has agreed to the showcase of Products of the Seller for sale through its online platform Bharat E-Mart. The Parties are now desirous of recording their broad understanding and the terms and conditions of the agreement arrived at between them.

 

 

NOW THEREFORE THIS CONTRACT WITNESSESTH AND IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

 

1. DEFINITIONS AND INTERPRETATIONS

 

1. In this Contract, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them:

 

1. “ Anti-Corruption Laws ” shall have the meaning ascribed to such term in Clause 9.1 of this Contract;

 

2. " Bharat E-Mart “ shall have the meaning given to such term in Recital A of this Contract;

 

3. “ Bharat E-Mart LMD Model ” shall have the meaning given to such term in Clause 4.1 of this Contract;

 

4. “ Business Day ” shall mean (except as otherwise indicated) a day other than Sunday or a public holiday, on which scheduled commercial banks are open for normal banking business in [●];

 

5. “ Contract ” shall mean this Seller Contract as the same may be amended from time to time, in accordance with the terms of this Contract and shall include all the recitals, annexures and schedules to this Contract;

 

6. “ Confidential Information ” shall have the meaning ascribed to such term in Clause 11.1 of this Contract;

 

7. “ Execution Date ” shall have the meaning given to such term in the preamble of this Contract;

 

8. “ Fee ” shall have the meaning ascribed to such term in Clause 3.1 of this Contract;

9. “ GST ” shall have the meaning ascribed to such term in Clause 3.2 of this Contract;

10. “ Intellectual Property ” shall have the meaning ascribed to such term in Clause 7.3 of this Contract;

11. “ IST ” shall mean Indian Standard Time;

 

12. “ MRP ” shall mean the uppermost allowable price at which the Seller may offer a Product for sale and labelled on the Product as per the applicable laws;

13. “ Owner ” shall have the meaning ascribed to such term in the preamble of this Contract;

14. “ Party(ies) ” shall have the meaning ascribed to such term in the preamble of this Contract;

15. “ POD ” shall have the meaning ascribed to such term in Clause 4.8 of this Contract;

 

16. “ Product(s)/Service(s) ⁵ ” shall have the meaning ascribed to it in Annexure I , and the terms “ Product(s)” or “ Service(s)” may be used individually or collectively as the context may require;

17. “ Prohibited Person ” shall have the meaning ascribed to such term in Clause 9.1 of this Contract;

18. “ Self-Shipping ” shall have the meaning given to such term in Clause 4.1 of this Contract;

19. “ Seller ” shall have the meaning given to such term in the preamble of this Contract;

 

20. “ Selling Price ” shall mean the price at which the Products/Services are showcased on the Bharat E-Mart;

 

21. “ Term ” shall have the meaning ascribed to such term in Clause 10.1 of this Contract;

 

2. In this Contract:

 

2.  

3.  

1. references to statutes or statutory provisions include references to any orders, or regulations made thereunder and references to any statute, provision, order or regulation include references to that statute, provision order or regulation as amended, modified, re-enacted or replaced from time to time whether before or after the date thereof.

 

2. any reference to the singular shall include the plural and vice-versa;

 

3. any references to the masculine, the feminine and the neuter shall include each other;

 

4. any references to a “company” shall include a body corporate;

 

5. any reference to a document “in the agreed form” is to the form of the relevant document agreed between the Parties and for the purpose of identification initialled by each of them or on their behalf (in each case with such amendments as may be agreed by or on behalf of the Parties);

 

6. the recitals and schedules form an integral part of this Contract and shall have the same force and effect as if expressly set out in the body of this Contract, and any reference to this Contract shall include any recitals and schedules to it. Any references to Clauses, annexures and schedules are to clauses, of and annexures and schedules to this Contract. Any references to parts or paragraphs are, unless otherwise stated, references to parts or paragraphs of the schedule in which the reference appears;

 

7. references to this Contract or any other document shall be construed as references to this Contract or that other document as amended, varied, novated, supplemented or replaced from time to time;

 

8. the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (not merely the sub‑clause, paragraph or other provision) in which the expression occurs;

 

9. each of the representations and warranties provided in this Contract is independent of other representations and warranties and unless the contrary is expressly stated, no Clause in this Contract limits the extent or application of another Clause;

 

10. any reference to books, files, records or other information or any of them means books, files, records or other information or any of them in any form or in whatever medium held including paper, electronically stored data, magnetic media, film and microfilm;

 

11. headings to Clauses, parts and paragraphs of schedules and schedules are for convenience only and do not affect the interpretation of this Contract;

 

12. “ in writing” includes any communication made by letter or e‑mail;

 

13. unless otherwise specified, any reference to a time of day is to India time;

 

14. the words “include”, “including” and “in particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

 

15. where a wider construction is possible, the words “other” and “otherwise" shall not be construed ejusdem generis with any foregoing words;

 

16. this Contract is a joint draft product of the Parties and any rule of statutory interpretation interpreting agreements against a party primarily responsible for drafting the agreement shall not be applicable to this Contract.

 

II. SERVICES

 

1. Ownership and Product Listing

 

1.  

   1.  

1. Ownership of Bharat E-Mart : The ownership of Bharat E-Mart shall exclusively belong to the Owner. Bharat E-Mart serves as a platform provided by the Owner to the Seller, enabling the listing of Products/Services produced and/or distributed by the Seller for customer purchase via Bharat E-Mart.

 

2. Listing and Quantity Control : The Seller acknowledges that the Owner reserves the right to impose maximum quantity restrictions on the Products listed by the Seller, thereby regulating the number of orders the Seller may receive and ensuring timely delivery. The Seller is obligated to upload Products/Services within the appropriate categories using the Seller panel.

 

3. Catalogue Details and Compliance : The Seller must furnish comprehensive catalogue details, including MRP and Selling Price, ensuring that such details adhere to all applicable legal provisions.

 

4. Access Restrictions : The Seller commits to accessing its Bharat E-Mart account exclusively through the website with the URL "www.seller.bharatemart.com." The Seller shall refrain from accessing said account through any third-party aggregator website, using the user credentials provided by Bharat E-Mart.

 

2. Role of the Owner

 

2.  

3.  

1. Limited Role of Bharat E-Mart : The Seller acknowledges and comprehends that the Owner’s function is restricted to the management and operation of Bharat E-Mart for the presentation of Products/Services, facilitating transactions exclusively between the Seller and the customer. The Owner solely acts as an intermediary and facilitator.

 

2. Bipartite Contract : The contractual arrangement for the sale of any Products/Services shall constitute a strictly bipartite agreement between the Seller and the customer. The Owner shall not be party to any dispute resolution between the Seller and the customer, nor shall it incur any associated litigation costs arising from such disputes.

 

3. The Owner may also provide such other services as may be included and modified by the Owner from time to time.

 

3. Role of the Seller

 

1. The Seller undertakes that during the Term the Seller shall appoint a representative, who shall be Bharat E-Mart's point of contact for any and all matters related to this Contract, including but not limited to all sales and delivery related matters.

 

2. The Seller, selling the Products/Services, shall at its own cost, provide all photos as per the specifications prescribed by the Owner, inventory sheets, relevant material and price information/deals and offers related to the Products/Services to the Owner for including the said information and details on Bharat E-Mart . All such information shall be provided to the Owner at least 15 (Fifteen) Business Days in advance of listing the Products/Services on Bharat E-Mart and shall be in the manner as may be prescribed by the Owner from time to time. The Seller is obligated to fulfil all transactions at the Selling Price when the customer places an order.

 

3. In the event the Seller desires a special photo shoot for the Products, the same can be organized by the Owner at an additional cost as may be determined by the Owner, at its sole discretion .

 

4. The Seller shall be responsible for ensuring that the Seller’s inventory is updated and reflects the real-time availability / non­availability of the Products/Services listed on Bharat E-Mart. The Owner shall not be responsible for any claims made by the customer for any inaccurate Product(s)/Service(s) availability details that are displayed on the Bharat E-Mart due to any negligence/default on the part of the Seller to provide updated and accurate Products/Services information. The Seller shall be required to retain an adequate inventory of the Products listed on the Bharat E-Mart, for successful fulfilment of orders. The Seller must accept or decline an order placed by the customer on the same day in accordance with their available inventory levels.

 

5. The Seller shall duly comply with all requirements specified in this Contract and be bound by Bharat E-Mart policies, including any amendments made by Bharat E-Mart from time to time which may be made without any prior notice to the Seller.

 

6. The Seller shall be solely responsible for accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products/Services offered on Bharat E-Mart . The rates provided by the Seller for display on Bharat E-Mart shall at all times include all applicable taxes, fees, charges and any other payments due to any other parties by the Seller.

 

7. The Seller shall comply with all applicable laws and regulations in offering the Products/Services and shall ensure that all requisite approvals, licenses and registrations as required under applicable laws and regulations are kept in full force and effect to enable the Seller to offer the Products/Services for sale through Bharat E-Mart and will not do or permit anything to be done which might cause or otherwise result in a breach of this Clause or cause any detriment effect to the transactions envisaged in this Contract.

 

8. The Seller acknowledges that the Owner has no connection or interest whatsoever in the business of the Seller and the Owner does not in any manner take part in the business of the Seller, directly or indirectly and is not responsible for the Product(s)/Service(s) provided by the Seller. The Seller shall not, at any time during the Term of this Contract, transact with any customer directly for an order placed through Bharat E-Mart.

 

9. The Seller shall not sell any Product/Service that is restricted or prohibited under applicable laws, on Bharat E-Mart. Further, the Seller is prohibited from selling any Product/Service that violates the law or legal rights of others. The Seller is required to only sell Products/Services which are not covered under the prohibited list of items/services as published by the Owner on Bharat E-Mart from time to time. The list of the prohibited items published on the Bharat E-Mart shall be subject to modification at the Owner’s discretion. The Owner reserves the right to block all Products/Services due to non-compliance with this Clause and shall also have the right to suspend/terminate the respective Seller’s access to Bharat E-Mart. The Owner also reserves the right, in its sole discretion and without assigning any reason, to exclude certain Product/Service offered by the Seller from being displayed for sale on Bharat E-Mart, wherein such Product(s)/Service(s) are deemed unfit or unsuitable by the Owner at its sole discretion.

 

10. When selling internationally, the Seller shall be solely liable to ensure compliance with the applicable laws of the relevant jurisdiction. Although certain items may be legal to sell in the Seller’s country, they might be illegal elsewhere. If the Seller wishes to sell Products/Services internationally then, the Seller is responsible for conducting proper due diligence to ensure that such Product(s)/Service(s) comply with all applicable laws of the said jurisdiction.

 

11. The Seller hereby agrees and acknowledges that the Seller can be a part of promotions/discount/festive offers run by the Owner on Bharat E-Mart for such duration as may be mutually decided between the Parties. Owner does not provide any discount on the Selling Price listed by the Seller on Bharat E-Mart nor does it reimburse any discount offered by the Seller. The Seller retains the sole right and prerogative to determine the price of the Products / Services being offered for sale through the Bharat E-Mart. It is hereby clarified that the Owner does not guarantee any sales to the Seller.

 

12. The Seller acknowledges that the services to Bharat E-Mart may be interrupted while browsing, transacting, using or uploading information on Bharat E-Mart . The Seller further agrees that the Owner reserves the right to suspend the services forthwith without assigning any reason whatsoever, at the sole discretion of the Owner. The Owner shall make its best effort to deal with any technical issue affecting Bharat E-Mart, from time to time.

 

13. The Seller agrees and confirms that the payment gateway and logistic support services are being provided by the third party. The Owner shall not in any manner be liable to the Seller for failure or delay in providing these services.

 

14. The Seller undertakes and agrees not to host, display, upload, modify, publish, transmit, update or share any information that:

 

(i) belongs to another person and to which the Seller does not have any right to;

(ii) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, is unlawful in any manner whatsoever or capable of hurting the religious sentiments of any segment of the population;

(iii) harm minors in any way;

(iv) infringes any patent, trademark, copyright or other proprietary rights;

(v) violates any law for the time being in force;

(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(vii) impersonate another person;

(viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

 

15. The Seller hereby agrees and understands that the showcase of the Product(s)/Service(s) on Bharat E-Mart shall be on a non-exclusive basis and Bharat E-Mart will not limit the number of brands per category on board. The Owner wishes to provide the best variety of Products/Services to the end consumer on the Bharat E-Mart website/mobile applications and/or any other platform operated by Owner.

 

16. The Seller agrees to maintain records (including all invoices as per the applicable tax laws), books of accounts, all returns, refunds, and any other records pertaining to the transaction carried on Bharat E-Mart, as may be required for audit and regulatory purposes and for Bharat E-Mart’s customer service purposes.

 

4. Audit Rights

 

The Seller shall be under the obligation to submit all the relevant documents and provide all requisite information, to the Owner within 7 (Seven) Business Days from the date of the request made by the Owner for such documents/information. The Owner shall have the right to conduct a comprehensive audit on the Seller entity and shall retain the right to request any further documents/information as may be required by the Owner to complete an audit on the Seller. In the event the outcome of the audit is not up to the satisfaction of the Owner, the Owner shall have the right to terminate the Contract.

 

III. FEE

 

2.  

   1. The services are being rendered by the Owner to the Seller, for a transaction fee payable to the Owner in relation to Products/Services sold by the Seller through Bharat E-Mart (“ Fee ”) in accordance with the terms of this Contract.

 

2. The Fee payable by the Seller in relation to each Product shall be based on the Selling Price of such Product which shall be inclusive of the Goods and Services Tax (“ GST ”) and all taxes, regulatory payments, service charges and other transaction related charges. For each Product/Service sold by the Seller on Bharat E-Mart, an amount being 0% (Zero Percent) of the Selling Price of the Product/Service, shall be payable by the Seller to the Owner as an introductory offer. However, this may be subject to change at the discretion of the Owner with notice of the same to the Seller by way of an email and/or a notification on the Seller panel. It shall be the Seller's responsibility to review the emails / notifications by Bharat E-Mart from time to time. Seller's continued use of the Seller panel (including any updated information in Seller panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the Bharat E-Mart Fees shall be deemed as acceptance of such modifications/ amendments/ revisions.

 

3. For the sake of uniformity, the Seller hereby agrees and undertakes to maintain a uniform Selling Price across all sales channels including their respective online stores, other e-commerce websites, retail stores and exhibitions.

 

4. The Seller acknowledges, agrees, and undertakes that it will never obliterate, smudge, or alter the MRP indicated by the manufacturer, importer, or the packer of the Product. In the event of the Seller is found in violation of this Clause, Owner at its sole discretion may impose a penalty as deemed necessary and recover the gross merchandise value of the concerned Product(s) and indemnify itself in accordance with Clause VI of this Contract and may decide to suspend the Seller from conducting any further business till it pays the so imposed penalty and/or damages. The Seller further agrees and understands that it shall be directly liable to face trial or proceeding, if any, undertaken under any applicable laws.

 

5. The Parties hereby agree that the payments made by the customers for the purchase of Products on Bharat E-Mart shall be released by the Owner to the Seller, in the designated bank account of the Seller as intimated by the Seller to the Owner, within a period of 7 (Seven) Business Days post delivery of the Products/Services to the customer. It is hereby clarified that such payment shall be disbursed by the Owner to the Seller post deduction of the applicable Fee payable by the Seller in relation to such Product and any outstanding amount which may be due and payable by the Seller to Owner under this Contract from any sales proceeds payable to the Seller and the Seller undertakes not to object to such recovery/adjustment. Further, the Seller agrees that Owner shall at all times have the right and option to deduct/adjust such outstanding payments to or from the Seller in one transaction, against any payments due to or from the Seller in other or previous transaction.

6. The payment and account reconciliation cycle for all orders placed in the previous month shall be first week of every succeeding month wherein the Owner shall raise an invoice for the Fees deducted and settlements done for the previous month in the first week of every succeeding month providing details of all orders for the Products of the Seller received by the Owner on Bharat E-Mart for the previous month. In case of any discrepancies are determined during the re-conciliation including due to any returns, refunds and/or cancellations, the determination of the Owner of the final monthly reconciliation pertaining to the previous month shall be final and binding on the Seller and the Parties shall settle the differential amounts, if any, in the next billing cycle . The Seller accepts and confirms that the account reconciliation and payment mechanism offered by the Owner is fair and adequate for sale of the Products/Services through Bharat E-Mart.

 

7. All taxes, including GST, as may be applicable shall be charged by the Owner at statutory rates, as applicable from time to time and the Seller shall bear and shall be responsible for any applicable central, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use tax, value added taxes, GST) in relation to the sale of the Products. The Owner will not be held responsible for any losses or damages arising from the Seller's non-compliance with this Clause. In the event of any miscalculation of GST amount or any other taxes by the Owner, which is payable by the Seller, both parties agree to collaboratively rectify such discrepancies. Any genuine errors in calculation, made by the Owner, will be addressed and resolved in a mutually agreeable manner. The Seller shall not have any right to contest the same or demand any type of refund from the Owner. In case, the Owner miscalculates the GST amount or amount of any other taxes which is lower than what the Seller is supposed to pay to the Owner then the Owner shall inform about the same to the Seller and the Seller shall be liable to pay the differential amount to the Owner without any delays.

 

8. The Seller hereby agrees and acknowledges that the payment for the Products/Services sold on Bharat E-Mart is received by the Owner through a third-party service provider/payment gateway. Any delay in receipt of payment by the Owner by such third-party service provider/payment gateway, would automatically lead to a delay in the disbursement of the payments by the Owner to the Seller. However, it is hereby clarified that the delay in payment by the Owner to the Seller shall not exceed a period of 45 (Forty Five) days from the date of acceptance of order by the customer. The Seller shall cooperate and not hold the Owner accountable for such delays in disbursement of payments by the Owner to the Seller. The Seller also agrees and acknowledges that the payment gateway provided by Bharat E-Mart is neither a banking service nor a financial service but is merely a platform that is facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions through the platform. Further, by providing the payment gateway facility, Bharat E-Mart is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on being carried out on Bharat E-Mart.

 

9. The Seller hereby agrees and acknowledges that the Seller shall not be entitled to receive payments for the Products/Services sold through Bharat E-Mart if:

 

(i) any transaction is suspected to be or is unlawful or unenforceable, as determined by the Owner in its sole discretion;

 

(ii) if the transaction is not completed or any Product/Service sold through the Website is returned or rejected by the customer; or

 

(iii) the Owner ceases to render the services to the Seller, including for reasons that may have been separately provided for in this Contract, whether expressly stated in this Contract or not.

 

10. All payments required to be made by the Owner to the Seller for the sale of a Products/Services under this Contract shall immediately be suspended till such time as the Owner deems fit in its sole discretion, in the event that the Seller commits any fraud or violates any law or legal requirements or breaches this Contract.

 

IV. DELIVERY

 

1. The Seller agrees, understands, and acknowledges that Bharat E-Mart is an online marketplace, and the Seller may choose to avail the support services provided by the partners/third party service providers with whom Bharat E-Mart as a marketplace has tied up. The default fulfilment model provided by Bharat E-Mart for the delivery of purchased Products to the customers is the Bharat E-Mart last mile delivery model (“ Bharat E-Mart LMD Model ”) as detailed herein below. Further, the Seller may also choose the “ Self-Shipping ” model as detailed herein below. Bharat E-Mart may, at its discretion, introduce other fulfilment models other than those listed in this Clause, at any time in the future. On the introduction of such other fulfilment models, Bharat E-Mart may, at its discretion, offer these options to all or select Sellers. The 2 (Two) models are detailed below for the Sellers information:

 

1. Model 1 "Bharat E-Mart LMD Model” ­ This would be the default model in practice. The Seller will be responsible for packaging and shipping the right Product(s) and right quantity to the customer using the courier partner selected by the customer from the available options on the Bharat E-Mart. Bharat E-Mart will assign a courier partner for each shipment and the designated courier partner shall collect the Product(s) from Seller's pick-up centres or warehouses.

11 Sep 2023 – Buyer chooses the courier partner from a list of courier partners available on the platform [DSK Comment: Point included.]

 

 

2. Model 2 "Self-Shipping " ­ Seller will be responsible for packaging and shipping the Product(s) to the customer via any courier service identified and approved by Bharat E-Mart. The Seller shall keep Bharat E-Mart informed promptly on any information that shall impact the delivery of a Product to the customer.[ DSK Comment: Client is requested to confirm if a self-shipping model is also available in addition to the Bharat E-Mart LMD Model. ]

 

2. Once an order is received through Bharat E-Mart, the Owner shall send a purchase order to the Seller according to which the Seller shall raise an invoice for their own records. Thereafter, the courier partner shall have the pre-packed Product collected (with the purchase order printed on top) from the Seller and deliver it to the customer, in accordance with the timelines decided/specified by the courier partner.

 

3. Orders placed on the Bharat E-Mart before 11:00 AM (IST) must be prepared for shipment by the Seller on the same day, while those received after 11:00 AM (IST) should be ready for shipment by 11:00 AM (IST) of the following day and inform the courier partner chosen by the customer at the time of placing an order shall be responsible for shipping/delivery as soon as the Product is ready for shipment [ . The Seller hereby agrees and confirms that for any delay in supply of the Product packaged for shipment beyond the time period mentioned herein, the Seller shall be liable to pay a penalty of INR 100 (Rupees One Hundred) for each day of delay to the Owner.

 

 

4. The Seller shall maintain utmost cleanliness and hygiene standards while packaging the Product(s) for delivery in accordance with best industry practice and the quality standards as may be intimated by the Owner from time to time. The Seller shall ensure that the packing provides protection to the Products from the rigors of shipment, trans-shipment and multiple handlings, loadings and un loadings. However, if any Product whether in partial/full of the consignment is damaged, lost, stolen, destroyed or otherwise impaired prior to the delivery at the delivery location, the Seller shall, at its own cost and expense, restore or replace such affected Products. The provisions of this Clause are neither a packing manual, nor a substitute for recognized packing practices and the Seller shall be fully responsible for the quality of packaging and compliance with applicable laws.

 

5. The Seller will use its knowledge of the Products to provide supplementary packaging when customary and usual packaging may not provide sufficient protection. The packaging shall be in a manner such that Products are protected against mechanical damage (breakage, loss, etc.) and corrosion. The Seller acknowledges the possibility of the Products being subjected to different weather and climatic conditions during transportation or storage. As a result, the Seller agrees to consider potential weather-related circumstances when deciding on and implementing suitable packaging measures..

 

11 Sep 2023: Pls include ‘weather related eventualities’ [DSK Comment: Point included ]

 

 

6. The Seller confirms and undertakes ownership of the Products and confirms that it shall at all times have marketable and legal ownership and title in respect of all Products offered on Bharat E-Mart and shall pass on the same to the customer buying the Products, after successful delivery of the Product(s).

7. The Seller hereby agrees and acknowledges that any failure by the Seller to have the Product ready for shipment within a period of 7 (Seven) Business Days from the date of receipt of order, the order shall stand cancelled, and the Seller shall be liable to a penalty, calculated at the rate of 15% (Fifteen Percent) on the invoice value of the Product to the Owner, as fine.

11 Sep 2023: Not value of Product, instead Value of Invoice [DSK Comment: Point included]

 

8. Upon request by Owner, the Seller is obligated to furnish the Proof of Delivery (" POD ") or dispatch confirmation within 48 (Forty-Eight) hours to the Owner. In the event the Seller fails to provide the necessary documentation within time frame mentioned herein, the Owner shall proceed to refund the customer on the Seller's behalf. The Seller acknowledges and agrees to bear the financial loss of the refunded order value.

 

V. RETURN AND REFUND

11 Sep 2023: Pls refer to the R&R policy shared with you earlier. Resharing the same with this mail. Pls evaluate the content below basis the share. Add/edit/dlete to uphold the R&R plocy document .[DSK Note: Point included.]

 

4.  

   1. The return and refund requests initiated by the customer for the Product(s)/Service(s) purchased on the Bharat E-Mart shall be governed by the return and refund policy of the Owner, which may be amended from time to time, and such changes will be reflected on the Bharat E-Mart. The Seller shall be responsible to resolve all complaints made by the customers for Products ordered through Bharat E-Mart and other complaints to the satisfaction of the customer within 1 (One) day from the receipt of such query. The Owner shall only be the facilitating link between the customer and the Seller for any complaints in relation to the Products/Services sold. The Seller agrees and confirms that all customer complaints and Product/Service complaints shall solely be to its account, and it shall undertake all necessary steps as may be required as per the complaint/redressal mechanism of the Owner to resolve the complaints at its own initiative and cost. Further, the Seller acknowledges that the Owner shall not in any way be responsible for ensuring resolution of the complaints and the Owner shall not in any manner either directly or indirectly be liable for any claims made by a customer in relation to the Products.

 

2. The Seller agrees and acknowledges that if upon inspection of the delivered Product, a customer discovers defects, damages or discrepancies from product specifications as mentioned in the purchase order, then replacement of the damaged or defective parts of the order shall be at the Seller’s own cost.

 

3. In the event of return of the Products from the customer i.e. if the Product is not up to the mark, a wrong product was delivered, description of the Product was not clear enough, the Product is damaged, the size is not appropriate, it shall be the responsibility of the Owner through its courier partners to get the Product picked from the customer and deliver it to the Seller, the delivery of the Product to the Seller shall be done as per the return and refund policy of the Owner. Thereafter, it shall be the responsibility of the Seller to replace the Product, refund any amount that the Seller may have received from the customer and any additional transport costs shall be borne solely by the Seller.

 

4. The Seller hereby agrees that the replaced Product shall be ready for shipment within a period of 3 (Three) Business Days from the receipt of the old Product by the Seller. The Seller hereby understands that any delay in having the replaced Product packaged for shipment beyond a period of 3 (Three) Business Days as mentioned herein, the Seller shall be liable to pay a penalty of INR 100 (Rupees One Hundred) per day to the Owner.

 

5. As regards the refund of the Products/Services to the customers, it is hereby clarified that payments once received by the Owner shall not be refunded by the Owner to the Seller. In the event of any refund sought for the Products returned by the customers due to any reason other than manufacturing defect/damage, the Owner shall only offer a ‘credit note’ to the customers wherein the customers shall have the option of returning the Products through Bharat E-Mart in lieu of a credit note, and no cash refunds shall be initiated to the customers. This credit note may be used by the customer for purchase of any other Product/Service made available on Bharat E-Mart till such period as may be stipulated in Bharat E-Mart’s terms and conditions as may be applicable to the customers . It is however clarified that in such an eventuality where the Products/Services are returned by the customers in lieu of a credit note, the Owner shall not, under any given circumstances, be liable to disburse the payment to the Seller. Only upon availing of the credit note by the customer, the Owner shall release the payment to the Seller within a period of 2 (two) Business Days of acceptance of the new Products by the customer , after deducting the Fee, in the designated bank account of the Seller as intimated by the Seller to the Owner. The Seller shall offer standard manufacturer's or Seller's warranty actually associated with the Products. The Seller agrees that repair, replacement or 100% (One Hundred Percent) refund of money will be given to the customer against any manufacturing defect or damage reported by the customer. The Seller shall be solely responsible to issue a suitable, duly stamped, manufacturer's warranty card to the customer with the Product at the time of dispatch of the Product, if applicable.

 

6. The Seller undertakes to provide its signature along with its stamp with Seller's name /contact number on all return shipments POD Slip. In the absence of such evidence on return shipments, no return shipment query will be entertained.

 

7. In case the customer cancels an order for any reason whatsoever before the delivery of such order, the Owner through Bharat E-Mart will inform Seller to stop the delivery of the said order and Seller undertakes to arrange return/reverse shipment of the said order. Seller undertakes to promptly inform Owner about such return/reverse initiation of shipment and Owner confirms that it shall refund such orders on behalf of the Seller to the customer on receipt of return/reverse confirmation from Seller. Seller acknowledges that if the Seller delivers such order to the customer despite Bharat E-Mart informing about return/reverse initiation, Seller shall bear the cost of such order and the loss of product value shall be deducted from Seller's account by Bharat E-Mart.

 

VI. INDEMNITY

 

4.  

   1. The Seller shall keep the Owner , its affiliates, successors, assigns, employees and its respective officers, representatives indemnified and defend and hold harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:

 

(i) breach or non-performance by the Seller of any of its undertakings, warranties, covenants, declarations or obligations under this Contract; or

 

(ii) any claim or proceeding brought by any of the customer of the Products or any other person against the Owner in respect of any Products on the Bharat E-Mart, whether or not such complaint was settled by the Seller or was an unsettled claim; or

 

(iii) any negligent act or omission or default or misconduct or fraud of the Seller or its agents or its customers; or

 

(iv) any hacking or lapse in security of the Bharat E-Mart website or the data leakage on the Bharat E-Mart; or

 

(v) any violation of third-party intellectual property rights.

 

2. The indemnities provided herein and provisions making reference to the indemnities shall survive the termination of this Contract.

 

3. It is hereby clarified that all Products or services made available through Bharat E-Mart are provided on an ‘as is’ and ‘as available’ basis, without any representations and warranties, express or implied by the Owner. The Owner does not make any representations pertaining to the information, content, Products or services included on or otherwise made available through Bharat E-Mart.

 

4. Notwithstanding anything stated under this Contract, in the unlikely and rare event, of the Owner being liable to a Seller selling its Products, the aggregate liability of the Owner from any cause whatsoever shall not in any event exceed sum equivalent to the transaction Fee of a single, most recent transaction of the Seller or the amount due to the Seller, as appearing on the account statement, whichever is lower.

 

VII. INTELLECTUAL PROPERTY

 

4.  

   1. The Seller hereby grants the Owner, a non-exclusive, royalty-free, sub-licensable, limited license to use, display and reproduce the trademarks, service marks and logos of the Seller. The Seller, where applicable, hereby confirms that the Seller has the requisite right to use the said marks and logos and to grant permission to use as stated herein. The Seller shall retain all intellectual property rights in such marks. Further, Seller recognizes and confirms that Bharat E-Mart has the exclusive right to supervise, allow and reject the contents of Bharat E-Mart. Bharat E-Mart shall not be liable for contents and images shared, uploaded, or displayed on the Bharat E-Mart by the Seller regarding the Seller’s Product(s)/Service(s) and all consequent liability will be borne by the Seller only.

 

2. Nothing contained herein shall authorize the Seller to use, display or exploit the intellectual property rights of the Owner without the prior written consent of the Owner. The Seller, selling its Products shall have the right to state that Products are available on the Bharat E-Mart website at its offline stores and other promotional and advertisement initiatives for the Products.

 

3. The Seller hereby agrees that it shall not copy, modify or distribute or misuse any information provided on Bharat E-Mart for its personal use or gain. The Seller acknowledges that the Owner is the sole and rightful owner of the Intellectual Property and the Seller agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner the Intellectual Property and not to associate the Intellectual Property with its own business, except for the purpose as specified in this Contract. “ Intellectual Property ” shall mean any and all property in any name, signature, word, letter, numeral or any combination thereof, trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets whether registered or not, belonging to the Owner.

 

VIII. REPRESENTATIONS AND WARRANTIES

 

4.  

   1. The Seller by registering as a ‘Seller’ on Bharat E-Mart, represents and warrants that the Seller, in its individual capacity and/or as an authorized representative of an entity is eligible to legally enter into this Contract. The Seller has completed the registration process and provided all relevant details as required on Bharat E-Mart (i.e., address of the registered office and principal place of business, contact details, email address, mobile/land line no., bank account details, PAN No., GST registration/declaration, and other compliance related details through the seller registration form) are true and correct as on date and the Seller undertakes to keep the same updated at all times during the subsistence of this Contract.

 

2. The Seller represents and warrants that the execution, delivery and performance (or any of the foregoing), by the Seller of this Contract and its obligations in relation to the transactions contemplated hereunder, shall not (as applicable):

 

1. conflict with or result in any material breach or material violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement or arrangement (written) to which it is a party to or by which it is bound;

 

2. result in a material violation or material breach of or material default under any applicable laws;

 

3. constitute an act of bankruptcy, preference, insolvency or fraudulent conveyance under any bankruptcy act or other applicable laws for the protection of debtors or creditors;

 

4. require the Seller to obtain any consent or approval from any governmental authority or any law; and

 

5. violate any order, decree or judgement against, or binding upon, it

 

6. Shall not transfer/trade the Seller panel to any other person or entity;

 

7. Shall not deal with fake, illegal and fake Products; and

 

8. Shall not create multiple accounts with Bharat E-Mart which may lead to misrepresentation of identity of the existing account holders.

 

IX COMPLIANCE, ANTI-BRIBERY AND ANTI-CORRUPTION

 

4.  

   1. The Seller hereby represents and warrants to the Owner, that:

 

1. the Seller and the operation of its business is and, at all times has been in compliance in all respects with all applicable Anti-Corruption Laws.

 

2. t he Seller and any of its directors, officers and employees thereof, have not, and no other persons that act for or on behalf of the Seller has violated any of the Anti-Corruption Laws.

 

3. the Seller is not a Prohibited Person.

 

4. the Seller (and to its knowledge any Person acting on its behalf) does not have any business relationships with any Prohibited Person.

 

5. the Seller has not received any written notice from any regulatory authority under the Anti-Corruption Laws.

 

6. the Seller is not engaged in activities resulting in breach of Anti-Corruption Laws.

 

As used herein “ Anti-Corruption Laws ” shall mean the Prevention of Corruption Act, 1988, the Benami Transactions (Prohibition) Act, 1988, Prevention of Money Laundering Act, 2002, the Black Money (Undisclosed Foreign Income and Assets) Imposition of Tax Act, 2015, United States Foreign Corrupt Practices Act, 1977, and the United Kingdom Anti-Bribery Act, 2010, and any amendments and restatements thereof.

 

As used herein “ Prohibited Person ” shall mean any individual or entity that is, or is owned or controlled by an individual or entity that is, (i) the subject of any sanctions under any economic sanctions law, administered or enforced by the government of the United States of America (including without limitation, by the OFAC and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of any sanctions described in the foregoing (including without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

 

X. TERM AND TERMINATION

 

4.  

   1. Term

 

This Contract shall be valid and binding on the Parties with effect from the Execution Date. The term (“ Term ”) of this Contract shall be for a period of 1 (One) year from the Execution Date, unless terminated in accordance with the terms specified herein.

 

2. Termination

 

1. The Owner shall have the right to terminate this Contract, if any of the following events occur:

 

(i) if the Seller commits a material breach of any provision of this Contract and if such breach continues for 30 (Thirty) days from the date of receipt of a written notice from the Owner ;

 

(ii) On failure of the Seller to pay the Fee for a period of 60 (Sixty) from the receipt of an invoice from the Owner in accordance with the provisions of Clause III of this Contract ;

 

(iii) If the Seller fails to maintain the quality of the Products and upon receiving complaints from the customer of the Seller for more than 2 (Two) instances;

 

(iv) if the Seller ceases to carry on business for more than 60 (Sixty) days or admits its inability to pay its debts as they fall due.

 

3. In addition to the above, the Owner may at any time terminate this Contract, for any reason whatsoever and at its will, by serving prior written notice of not less than 10 (Ten) days on the Seller.

 

4. The Seller shall have the right to terminate this Contract by serving prior written notice of 3 (Three) months to the Owner . The Seller shall maintain its inventory levels even during the said 3 (Three) months notice period.

 

5. The termination of this Contract shall not relieve either Party of any obligation or liability accrued prior to the date of termination.

 

6. Termination shall not affect any liabilities incurred by either Party prior to the termination or for acts performed during the pendency of this Contract which may result in a dispute post-termination of this Contract, nor any provision expressed to survive or to be effective on termination and the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. The Owner and the Seller shall undertake to settle all outstanding dues arising out of this Contract within 30 (Thirty) days of the termination taking effect.

 

7. All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by the Owner from time to time in respect of this Contract whether in respect of the utilization of the payment gateway or otherwise shall be returned immediately to the Owner.

 

XI. Confidentiality

 

4.  

   1. The Seller, shall keep all the information pertaining to the Contract including but not limited to the customer data and the transactions on the Bharat E-Mart website (“ Confidential Information ”), confidential and shall not be disclosed to any person other than its officers (to the extent necessary to consummate the transaction contemplated hereby).

 

2. Confidential Information shall mean all the information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Owner to the Seller whether before or after the date of this Contract. The Seller, where applicable, shall not, during the pendency of this Contract, or at any time this Contract expires or terminates, divulge or use any Confidential Information for the benefit of any other person, corporation, partnership, proprietorship, association, or other entity, nor will the Seller, directly or indirectly permit the disclosure of any Confidential Information or aid any third party to imitate any Confidential Information.

 

12. GENERAL PROVISIONS

 

4.  

   1. No agency : This Contract constitutes a principal-to-principal relationship between the Owner and the Seller and does not attempt to create any employee-employer or agency relationship. The services are being rendered by the Owner as an independent entity and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Owner and the Seller hereto or any affiliates or subsidiaries thereof or to provide either the Owner or the Seller with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party, i.e. either the Owner or the Seller .

 

2. Publicity : The Owner at all times shall have the right to use the name and/or trademark/logo of the Seller selling their Products in its sales or marketing publication or advertisement to communicate the brands/ Products available on the Bharat E-Mart website in the context of this Contract.

 

3. Assignments: The Owner may assign, in whole or in part, the benefits or obligations of this Contract to its associate’s or affiliates, or any other company, in circumstances including but not limited to pursuant to a restructuring or re-organization or demerger of its organization or operations causing a change in management or something of the nature. The Owner shall not require approval or consent of the Seller, it can at its discretion provide an intimation of such assignment to the Seller. However, the Seller shall not assign, in whole or in part, the benefits or obligations of this Contract, without the prior written permission of the Owner.

 

4. Force Majeure: Neither Party shall be liable for its failure to perform under this Contract as a result of occurrence of any force majeure events like acts of God, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments, its agencies or officers, change in laws, rules and regulations, affecting the performance of the Seller or the Owner, payment gateways or the logistic support partner.

 

5. Governing Law, Settlement of Disputes and Jurisdiction: Any dispute or claim relating to it, its enforceability or its termination under this Contract shall be governed by the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by the Owner. The arbitration proceedings shall be held in English language at New Delhi. Subject to the arbitration provisions, the courts at Delhi shall have exclusive jurisdiction over any disputes relating to the subject matter herein.

 

6. Waiver: Unless otherwise expressly stated, failure to exercise or delay in exercising a right or remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

 

7. Survival of Provisions: The terms and provisions of this Contract, by their nature and content are intended to survive the performance hereof by any or all Parties hereto shall so survive termination.

 

8. Severability: If any provision, hereunder becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

 

9. Non-Solicitation: The Seller warrants that it shall not directly or indirectly solicit for employment, nor offer employment to, nor enter into any contract of services with any person employed by the Owner.

 

10. Non-Exclusivity: It is agreed and clarified that the arrangement set out by this Contract between the Owner and the Seller is on a non-exclusive basis.

 

11. Notices: All notices, requests, demands, waivers and other communications required or permitted to be given hereunder shall be info@Bharat E-Mart.co.in , if to the Owner, if to Seller, it shall be to the address registered with the Seller.

 

12. Entire Agreement: This Contract, including the schedules and annexes attached hereto, supersede all prior discussions and agreements executed between the Parties with respect to the subject matter hereof and contain the sole and entire agreement between the Parties hereto with respect to the subject matter hereof.

 

13. Amendment: The terms of this Contract shall not be altered or added to and nor shall anything be omitted there from except by means of a supplementary agreement in writing duly signed by the Parties hereto.

 

14. Counterparts: This Contract may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The delivery of signed counterparts by electronic mail in "portable document format" (".pdf") shall be as effective as signing and delivering the document in person.

 

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT ON THE DATE HEREINABOVE FIRST MENTIONED.

 

SIGNED AND DELIVERED ON BEHALF OF THE OWNER

 

 

 

 

By: ________

Title: ________

Date: ________

 

 

SIGNED AND DELIVERED ON BEHALF OF THE SELLER

 

 

 

 

 

By: ________

Title: ________

Date: ________

ANNEXURE I

 

Details of Categories of Products/Services

 

[To be inserted]