E-COMMERCE VENDOR AGREEMENT
THIS E-COMMERCE
VENDOR AGREEMENT (“Agreement”) is made between legal entity, a Company/Firm/
Individual incorporated under the Companies Act, 1956 (hereinafter referred to
as “Vendor”), of the First Part;
AND
M/s. CRKD MACHINOTOOLS PRIVATE LIMITED, a company
incorporated under the Companies Act, 2013(18 of 2013), having its registered
office at 34/1, Chapaladevi Road, Shanpur, Shibtala, Dasnagar,
Howrah-711105 , (hereinafter referred to as “Company”),of the Second Part.
WHEREAS:
a. Vendor is
engaged in the business of dealer, distributors or manufacturers.
b. Company
owns “CRKD Machinotools” located at the following URL: https://www.machinotool.com
hereinafter referred to as the “CRKD Machinotools Website” and have many
registered users to whom Company offer various online services.
c. Vendor
is desirous of setting up an online store on CRKD Machinotool E-Commerce Shopping
Website and has offered to sell products through the said online store. Company
has agreed to create the said online store upon the following terms and
conditions.
d. The
above referred Vendor and Company are hereinafter collectively referred to as
“Parties” and individually as “Party”.
NOW THIS AGREEMENT
WITNESSETH HEREWITH:
1. DEFINITIONS
For
the purpose of this Agreement, the following words and phrases shall have the
meaning assigned to them under this Article.
1.1.
“COMPANY” shall mean CRKD Machinotools Private
Limited.
1.2.
“VENDOR” shall mean the entity incorporated or otherwise,
which sells products through the Online Store and includes a dealer,
manufacturer, distributor or the like, having authority to sell products.
1.3.
“CUSTOMER” shall mean any individual, group of
individuals, firm, company or any other entity placing an order for the
Products of the Vendor through the Online Store.
1.4.
“PRICE” shall mean the cost at which the Products are
to be delivered to the Customer inclusive of Shipping charges, if any.
1.5. “EFFECTIVE DATE” shall mean
the date on which this Agreement is executed between the Parties.
1.6. “ONLINE STORE” shall mean a
virtual electronic store created on the CRKD Machinotools Private Limited online
portal for sale of the Vendor’s Products either through web site of the Company
or any other gadget or instrument displaying the particulars of the Vendor’s
Products available for sale, or any other means by which the Customer places an
order for the Product of the Vendor.
1.7. “ORDER”
shall mean an order for purchase of products wherein customer has agreed to
purchase the product upon the terms and conditions and at the Price indicated
on the online store.
1.8. “PRODUCTS” shall mean
merchandise items of the Vendor put up for sale on the Online Store by the
Vendor.
1.9. “PRICE” means the sale price
of a product inclusive of delivery charges and applicable taxes.
1.10. “CRKD Machinotools E-Commerce Shopping” means
an online platform owned and operated by the Company that facilitates the
shopping transaction between the Vendor and the Customer.
1.11. “SHIPPING CHARGES” shall mean the
logistics /courier /postal charges including all taxes incurred for delivering
the product(s) to the Customer.
2. ARRANGEMENT
2.1. The Company shall offer to the Vendor its
services for facilitating online sale of the Vendor’s product which shall
include marketing, hosting, customer support, logistics services, payment
services and all the other related services to ensure customer satisfaction on behalf of the Vendor.
2.2. Based on mutual discussions, it is agreed
by and between the parties hereto that the Vendor shall put up for sale the
Products on the said Online Store, subject to the terms and conditions
hereinafter contained. The Company E-Shopping portal shall contain the Vendor’s own area, where the Vendor
shall upload all its details such as User Id, Password, and Contact Number.
Email Id, Address, GST Number etc. Vendor further agrees and acknowledges that the shopping transaction shall be
governed by the Terms and Conditions stated in clause 1 to 23,incorporated in
this agreement, along with this
Agreement. Further the Vendor expressly agrees and acknowledges that the
shopping transaction shall be governed by the Privacy Policy, Shipping Policy, Return and Cancellation Policy and
Terms and Condition of User/Customer E-Shopping ID, of the Company, which
forms part of the instant agreement.
3. CONSIDERATION
AND PAYMENT TERMS
3.1. The
Company shall not charge any fee for providing web space / display of products.
3.2. The Company shall pay the Vendor the price of
the product/products with all applicable charges and taxes in respect of the approved
order. Accordingly, the Vendor shall create invoices in the name of the Company
and the Company will create invoices for the customers against such approved
orders inclusive of all applicable charges and taxes.
3.3. The order/orders shall be received by the
Vendor on its seller panel. The Vendor shall accept the said order/orders as
approved order and forthwith undertake the responsibility to execute the
approved order and supply the product/products as ordered. The Vendor shall
confirm the acceptance of the said order/orders on the seller’s panel within 24 hours of receipt of the order. Failure to execute the order/orders may lead
to cancellation/withdrawal of the order by the Company from the Vendor.
3.3. In the event any order is reversed due to
“Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”,
Vendor shall be liable to bear the delivery charges for return of products and
Vendor shall also be liable to bear all the charges for delivery of the
specified order to the customer by the Company.
3.4. Further in the event the product cannot be
delivered by the Vendor due to “out of stock”
and in such an event Vendor shall be liable to bear all the cost and claims
(including cost of legal proceedings, cost of attorneys, claims, etc.) raised
against the Company by the Customer.
3.5. Payment Terms:
3.5.1. The Vendor’s payment will be made by the
Company.
3.5.2. The Vendor will be made the payment by the
Company in its operational Bank Account as
provided by the Vendor and which
has been registered in the seller hub.
3.5.3.
Such payment to the Vendor will be done after 7(seven) days of delivery of the
products.
3.5.4. In the event the Vendor seeks to obtain any
further information regarding payment issue, it may contact the Company at the
number provided in the online portal.
4. OBLIGATIONS OF THE VENDOR
The Vendor shall:
4.1. Through the interface provided by the Company
on the creation on Online Store of Vendor, shall upload the product
description, images, disclaimer, delivery time lines, price and such other
details for the products to be displayed and offered for sale through the said
online store.
4.2. Vendor shall ensure not to upload any
description /image /text /graphic that is unlawful, illegal, objectionable,
obscene, vulgar, opposed to public policy, morality, prohibited or is in
violation of intellectual property rights including but not limited to
Trademark and Copyright of any third party. Vendor shall ensure to upload the
product description and image only for the product which is offered for sale
through the Online Store and for which the said Online Store is created.
4.3. Vendor
shall provide full, correct, accurate and true description of the product so as
to enable the customers to make an informed decision.
4.4. Vendor shall be solely responsible for the
quality, quantity, merchantability, guarantee, warranties in respect of the
products offered for sale through the online store.
4.5. At all times have access to the Internet and
its email account to check the status of approved orders,
4.6. On receipt of the approved order from Company,
Vendor shall make available the requisite number of products and inform the
Company forthwith. Company will dispatch / deliver the products to the customer,
within the time period as specified in the product description on its online
store.
4.7. In respect of the orders for Products placed
through the Online Store, Vendor shall submit proof of dispatch to the
satisfaction of Company within 48 hours of the request made by Company.
4.8. In the event the products are not accepted by
the Customer due to any wrong / damaged products dispatched, then the same
shall be replaced by the Vendor at no extra cost to the aggrieved customer.
Since the Company is a Facilitator, the Vendor hereby authorizes the Company to
entertain all claims of return of the Product in the mutual
interest of the Vendor as well as the Customer.
4.9. Update
the Order Status including Airway/ Railway Bill Number on a daily basis.
4.10. The Vendor shall not send any of its
promotional or any other information with the Products ordered by the customer
and also shall ensure that no material or literature is sent which may be
detrimental to the business/commercial
interests of the Company,
4.11. The
Vendor shall dispatch the Products of same description, quality and quantity
and price as are committed with Company for which the Customer has placed the
order.
4.12. Vendor shall raise invoice in the name of Company
against approved products and the Company shall raise invoices in the name of
the customer.
4.13. The Vendor shall not offer any Products for
Sale on the Online Store, which are prohibited for sale, dangerous, against the
public policy, banned, unlawful, illegal or prohibited under the Indian laws.
4.14. The
Vendor shall ensure that they own all the legal rights in the Products that are
offered for sale on the Online Store.
4.15. Vendor shall be solely responsible for any
dispute that may be raised by the customer relating to the goods, merchandise
and services provided by the Vendor.
4.16. The Vendor shall at all time during the
pendency of this agreement endeavour to protect and promote the interests of
the Company and ensure that third parties rights including intellectual
property rights are not infringed.
4.17. It shall be the prime responsibility of the
Vendor to keep the Used ID and Password strictly confidential and shall not
share such details with anyone, not authorized to carry out any transaction on
behalf of the parties hereto. In the event of loss/deletion of Password, it
shall be the responsibility of the Vendor to inform the Company within 24 hours
from the time of loss /deletion of Password, enabling the Company to take
immediate appropriate steps to change/generate the Password.
4.18. The Vendor shall at all times be responsible
for compliance of all applicable laws and regulations including but not limited
to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Goods and Service
tax, Value added tax, Standards of Weights & Measures legislation, Sale of
Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and
Remedial Magic Act, Code of Advertising Ethics, etc.
4.19. The Vendor shall at all times issue
warranties and guarantees in respect of each products to the Company, so that
the same can be listed on the online portal. Vendor undertakes the
responsibility to fulfil all warranty and guarantee obligations and further
agrees to indemnify the Company in respect of any claims, suits, damages, due
to non-fulfilment as provided in the warranties and guarantees, as the case may
be.
4.20. The Vendor shall at all times during subsistence
of the product warranty, provide all types of post-sale related services to the
customers including service, replacement of products, refund, as the case may
be and the Company shall not be held responsible for any such servicing of
products, replacement of products or refund of money, as the case may be.
4.21. The Vendor shall at all times redress the
complaint of the Customer, made to the Company on a product/ products at a post-sale
stage and during subsistence of the warranty. On receipt of the complaint from
the Company either by email or telephone, the Vendor shall contact the customer
via email or telephone within 24 hours of receipt of such complaint from the
Company, and take effective steps/measures, to redress the complaint of the
customer at the earliest.
4.22. The Vendor shall provide all product details
for listing in the Company online e shopping portal including maximum retail
price (MRP) and Selling prise ,following which the Company will upload those
products on the portal.
5. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF
THE VENDOR
The Vendor
warrants and represents that: -
5.1. They have the right and full authority to
enter into this Agreement with the Company.
5.2. All their obligations under this Agreement are
legal, valid and binding obligations enforceable in law.
5.3. There are no proceedings pending, which may
have a material adverse effect on their ability to perform and meet their
obligations under this Agreement;
5.4. That they are an authorized business
establishment and hold all the requisite permissions, authorities, approvals
and sanctions to conduct their business and to enter into an arrangement with
the Company. They shall at all times ensure compliance with all the
requirements applicable to their business and for the purposes of this
arrangement including but not limited to Intellectual Property Rights, Sales
Tax, Central Sales Tax, Goods and Service tax, Standards of Weights &
Measures legislation, Sale of Goods Act, Value added tax, Excise and Import
duties, etc. They confirm that they have paid and shall continue to discharge
all their obligations towards statutory authorities.
5.5. That they have adequate rights under relevant
laws including but not limited to various Intellectual Property Legislation(s)
to enter into this Agreement with the Company and perform the obligations
contained herein and that it has not violated/ infringed any intellectual
property rights of any third party.
5.6. That they shall provide the Company with
copies of any document required by the Company for the purposes of this
performance of its obligations under this arrangement within 24 hours of
getting a written notice from the Company. That the complete product responsibility
and liability shall solely vest with Vendor and that the Vendor shall be solely
responsible to the customer for the sale of the Product by Vendor including but
not limited to its delivery to the Customer and that Vendor shall not raise any
claim on the Company in this regard.
5.7. Vendor agrees and undertakes not to upload any
text, images, graphics (for description and display of product on the online
store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading,
intimidating, against the public policy.
5.8. Vendor shall provide all completed transaction
details to the Company for record keeping and reconciliation.
5.9. That Vendor shall draw the invoice / bill directly
in the name of the Company against the approved order. Company shall draw
invoices/ bills in the name of the Customer against such products.
5.10. Vendor shall prior to release of any
promotion / advertisement material seek prior written approval for the same
from the Company, in so far as the same relates to services offered pursuant to
the terms of this Agreement.
6. COMPANY RESERVES THE RIGHT:
6.1. Vendor agrees and acknowledges that the
Company, at all times during the continuance of this Agreement, shall have the
right to remove/block/delete any text, graphic, image(s) uploaded on the online
store by the Vendor without any prior intimation to Vendor in the event the
said text, image, graphic is found to be in violation of law, breach of any of
the terms of this Agreement, terms and conditions of E Commerce Shopping
Website. In such an event, the Company reserve the right to forthwith
remove/close the online store of the Vendor without any prior intimation or
liability to the Vendor.
6.2. Company reserves the right to provide and
display appropriate disclaimers and terms of use on CRKD Machinotools e
commerce shopping portal.
6.3.At any time if the Company believes that the
services are being utilized by the Vendor or its Customer in contravention of
the terms and provisions of this Agreement, Terms and conditions of use of the
CRKD Machinotools e commerce shopping portal , the Company shall have the right
either at its sole discretion or upon the receipt of a request from the legal /
statutory authorities or a court order to discontinue/terminate the said
service(s) to Customer or the End user as the case may be, without liability to
refund the amount to the Vendor to forthwith remove/block/close the online
store of the Vendor and furnish such details about the Vendor and/or its
customers upon a request received from the Legal/ Statutory Authorities or
under a Court order.
6.4. Before pick up of products by the
Company from the Vendor, the Company at all times reserves the right to
withdraw the order from the Vendor without any prior notice of withdrawal and
the Vendor shall not be entitled to claim any damages/claims from the Company
in such event.
7. INDEMNITY
7.1.The Vendor indemnifies and shall hold
indemnified the Company, its directors, officers, employees, representatives,
agents from and against all losses, damages, claims, suits, legal proceedings
and otherwise howsoever arising from or in connection with any claim including
but not limited to claim for any infringement of any intellectual property
rights or any other rights of any third party or of law, concerning quality,
quantity and any claim in relation to the Vendor’s product, the breach of any
of the Vendor’s warranties, representations or undertakings or in relation to
the non-fulfilment of any of its obligations under this Agreement or arising
out of the Vendor infringing any applicable laws, regulations including but not
limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Goods
and Service tax, Value Added tax, The Standards of Weights & Measures legislation,
Excise and Import duties, etc. . For the purpose of this clause reference to
the Company shall also include the Mobile Operators and such other agencies
through whom the Company shall make the Online Store available to the
Customers.
7.2. The Company agrees to indemnify and to keep
indemnified the Vendor in respect of all claims losses and expenses (including
the cost of litigation if any) arising out of any breach or default part of the
Company to perform its obligations under this Agreement.
7.3. This article shall survive the termination or
expiration of this Agreement.
8. COMPANY NOT LIABLE
8.1. The Company on the basis of representation by
the Vendor has created the online store of the Vendor on CRKD Machinotools e
commerce Shopping portal to enable Vendor to offer the Vendor’s products for
sale through the said Online Store. This representation is the essence of the
Contract.
8.2. The Company shall under no circumstances be
liable or responsible for any loss, injury or damage to the Vendor, or any
other party whomsoever, arising on account of any transaction under this
Agreement or as a result of the Products being in any way damaged, defective,
in unfit condition, infringing/ violating any laws / regulations /intellectual
property rights of any third party. Vendor agrees and acknowledges that
8.3. Vendor shall be solely liable for any claims,
damages, allegation arising out of the Products offered for sale through its
online store (including but not limited to quality, quantity, price, merchantability,
use for a particular purpose, or any other related claim) and shall hold the
Company harmless and indemnified against all such claims and damages.
8.4. Further the Company shall not be liable for
any claims, damages arising out of any negligence, misconduct or
misrepresentation by the Vendor or any of its representatives.
8.5. The Vendor hereby agrees, confirms and
acknowledges that the Product is owned
by the Vendor and that the Company is merely a facilitator for sale of the
Vendor’s Product, hence the Company is not responsible/ liable for the Product,
its design, its function and condition manufacturing and selling and financial
obligations, warranties, guarantees whatsoever. The Company reserves its right
to state appropriate Disclaimers on its website/ online store.
9. TERM, TERMINATION AND EFFECTS OF
TERMINATION
9.1. Term:
The
Term of this Agreement shall
commence on the date of execution of the contract and shall continue for a
period of 12 months unless
terminated earlier. The Agreement may be extended for such further
period as may be mutually agreed by and between the parties hereto in writing
to this effect.
9.2. This Agreement may be terminated by the
Company in the event:
9.2.1. Vendor fails to discharge any of its obligations
as stated in Clause 4 of this agreement.
9.2.2. Vendor commits a material breach of any
representation, obligations, covenant, warranty or term of this agreement and
the same is not rectified within 30 days after written notice given by
the Company.
9.2.3. If a Petition for insolvency is filed
against the Vendor.
9.2.4. If the Vendor is in infringement of the
third party rights including intellectual property rights.
9.2.5. This Agreement may be terminated by either
party giving the other 30 days’ written notice.
9.3. Effect of Termination:
In
the event of termination/expiry of this Agreement, the Company shall remove the
Links and shall discontinue display of the Products of the Vendor on Online
store with immediate effect.
Company
shall not be liable for any loss or damages (direct, indirect or
inconsequential), incurred by the Vendor by virtue of termination of this
agreement.
During
the period under notice both the parties shall be bound to perform its
obligations incurred under this agreement and this sub-clause shall survive the
termination of this agreement.
10. SEVERABILITY
It is the intent
of the Parties that in case any one or more of the provisions contained in this
Agreement shall be held to be invalid or unenforceable in any respect, such
provision shall be modified to the extent necessary to render it, as modified,
valid and enforceable under applicable laws and such invalidity or
unenforceability shall not affect the other provisions of this Agreement.
11. AMENDMENT AND
EVOLUTION OF COMMERCIAL TERMS ON PERIODIC BASIS:
The Company may
amend this Agreement, Commercial Terms and Policies at any time by posting a
revised version on the platform. All updates and amendments will be notified to
Vendor on designated electronic mail address. Vendor is advised to regularly
check for any amendments or updates to the terms and conditions contained in
this Agreement, Commercial Terms and Policies. It is strongly advised that
Commercial Terms be checked on daily basis as these evolve on regular basis
based on criteria. Amendment to this Agreement, Commercial Terms and Policies
shall be deemed to be Vendor’s unconditional and absolute acceptance of such
amendments (effective from the date such amendments were made by the Company).
If Vendor does not agree to the change or amendments, Vendor can give its
postings on such amendment, subject to which the matter will be discussed vie
email and if acceptable to the Company necessary changes would be made.
12. ARBITRATION
12.1. Any dispute arising out of or related to or
connected with any provisions under this Agreement shall be referred to the
arbitration of a single arbitrator to be appointed jointly by the parties.
12.2. The arbitration shall be conducted in Kolkata
in accordance with the Arbitration and Conciliation Act of 1996 or any
modification or re-enactment for the time being in force.
12.3. The language of arbitration shall be English.
The arbitration shall be held at Kolkata, India.
12.4. The award passed by the arbitrator shall be
final and binding on the parties.
13. GRIEVANCE
OFFICER
In accordance
with Information Technology Act, 2000 and the rules made there under, the name
and contact details of the Grievance Officer currently is Mr. Pinu Nayak
address at 34/1,
Chapaladevi Road, Shanpur, Shibtala, Dasnagar, Howrah-711105 with email ID: enuiry@machinotool.com
Any change of Grievance Officer shall be duly uploaded in the company portal.
Any service of notice for Dispute Resolution on the Grievance Officer, shall
not be valid.
14. JURISDICTION AND GOVERNING LAW
14.1. The obligations, performance, interpretation
and contents shall be governed by Indian law.
14.2. Subject to the provisions of negotiation and
arbitration each Party irrevocably and unconditionally submits to the
jurisdiction of Courts at Howrah.
15. NOTICES
All
notices and other communication under this Agreement shall be in writing and in
English and either delivered by hand or sent by email, telex, fax or courier in
each case to the addresses set out at the beginning of this Agreement.
16. INTELLECTUAL PROPERTY RIGHTS
It
is expressly agreed and clarified that, except as specified agreed in this
Agreement, each Party shall retain all right, title and interest in their
respective trademarks and logos and that nothing contained in this Agreement,
nor the use of the trademark / logos on the publicity, advertising, promotional
or other material in relation to the Services shall be construed as giving to
any Party any right, title or interest of any nature whatsoever to any of the
other Party’s trademarks and / or logos.
17. ASSIGNMENT
Neither
this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract
able or conveyable by Vendor, either by operation of law or otherwise, without
the express, prior, written consent of the Company signed by an authorized
representative of such Party.
18. ENTIRE AGREEMENT
This
Agreement embodies the entire agreement and understanding of the Parties and
supersedes any and all other prior and contemporaneous agreements, arrangements
and understandings (whether written or oral or via online) between the Parties
with respect to its subject matter.
19. CONFIDENTIALITY:
Vendor
agrees and undertakes to maintain the confidentiality of the information and user
ID, Password, any customer data disclosed, generated or made available to
Vendor under this Agreement.
The
said information shall not be used by the Vendor for any purpose other than for
the performance of its obligations under this Agreement. Vendor agrees that the
unauthorized disclosure or use of such Information would cause irreparable harm
and significant injury, the degree of which may be difficult to ascertain.
Accordingly, Vendor agrees that the Company shall have the right to obtain an
immediate injunction from any court of competent jurisdiction enjoining breach
of this Agreement and/or disclosure of the Confidential Information. Company
shall also have the right to pursue any other rights or remedies available at
law or equity for such a breach.
20. LIMITATION OF LIABILITY:
Under
no circumstances, except in case of breach of contract, will either party be
liable to the other party for lost profits, or for any indirect, incidental,
consequential, special or exemplary damages arising from the subject matter of
this Agreement, regardless of the type of claim and even if that party has been
advised of the possibility of such damages, such as, but not limited to loss of
revenue or anticipated profits or loss business, unless such loss or damages is
proven by the aggrieved party to have been deliberately caused by the other
party.
21. RELATIONSHIP OF PARTIES
Nothing
in this Agreement will be construed as creating a relationship of partnership,
joint venture, agency or employment between the Parties. The Company shall not
be responsible for the acts or omissions of the Vendor, and Vendor shall not
represent neither has, any power or authority to speak for, represent, bind or
assume any obligation on behalf of the Company.
22. WAIVER AND AMENDMENT
22.1. No waiver of any breach of any provision of
this Agreement constitutes a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions, and will not be effective unless
made in writing and signed by an authorised representative of the waiving
Party.
22.2. Except as expressly set out in this
Agreement, no amendment is binding on the Parties unless it is in writing and
signed by a duly authorized representative of each of the Parties.
23. FORCE MAJEURE
Neither
Party shall be responsible or liable for any delay or failure to perform its
obligations (other than an obligation to make payment) under this Agreement due
to unforeseen circumstances or any event which is beyond that Party's
reasonable control and without its fault or negligence, but not limited to,
acts of God, war, riots, embargoes, strikes, lockouts, lockdowns and acts of
any Government authority, delays in obtaining licenses or rejection of
applications under the Statutes, failure of telephone connections or power failure,
fire or floods.
This
Agreement may be executed in two (2) counterparts, each of which shall be
deemed an original and which shall together constitute one Agreement.
E-COMMERCE VENDOR AGREEMENT
THIS E-COMMERCE
VENDOR AGREEMENT (“Agreement”) is made between legal entity, a Company/Firm/
Individual incorporated under the Companies Act, 1956 (hereinafter referred to
as “Vendor”), of the First Part;
AND
M/s. CRKD MACHINOTOOLS PRIVATE LIMITED, a company
incorporated under the Companies Act, 2013(18 of 2013), having its registered
office at 34/1, Chapaladevi Road, Shanpur, Shibtala, Dasnagar,
Howrah-711105 , (hereinafter referred to as “Company”),of the Second Part.
WHEREAS:
a. Vendor is
engaged in the business of dealer, distributors or manufacturers.
b. Company
owns “CRKD Machinotools” located at the following URL: https://www.machinotool.com
hereinafter referred to as the “CRKD Machinotools Website” and have many
registered users to whom Company offer various online services.
c. Vendor
is desirous of setting up an online store on CRKD Machinotool E-Commerce Shopping
Website and has offered to sell products through the said online store. Company
has agreed to create the said online store upon the following terms and
conditions.
d. The
above referred Vendor and Company are hereinafter collectively referred to as
“Parties” and individually as “Party”.
NOW THIS AGREEMENT
WITNESSETH HEREWITH:
1. DEFINITIONS
For
the purpose of this Agreement, the following words and phrases shall have the
meaning assigned to them under this Article.
1.1.
“COMPANY” shall mean CRKD Machinotools Private
Limited.
1.2.
“VENDOR” shall mean the entity incorporated or otherwise,
which sells products through the Online Store and includes a dealer,
manufacturer, distributor or the like, having authority to sell products.
1.3.
“CUSTOMER” shall mean any individual, group of
individuals, firm, company or any other entity placing an order for the
Products of the Vendor through the Online Store.
1.4.
“PRICE” shall mean the cost at which the Products are
to be delivered to the Customer inclusive of Shipping charges, if any.
1.5. “EFFECTIVE DATE” shall mean
the date on which this Agreement is executed between the Parties.
1.6. “ONLINE STORE” shall mean a
virtual electronic store created on the CRKD Machinotools Private Limited online
portal for sale of the Vendor’s Products either through web site of the Company
or any other gadget or instrument displaying the particulars of the Vendor’s
Products available for sale, or any other means by which the Customer places an
order for the Product of the Vendor.
1.7. “ORDER”
shall mean an order for purchase of products wherein customer has agreed to
purchase the product upon the terms and conditions and at the Price indicated
on the online store.
1.8. “PRODUCTS” shall mean
merchandise items of the Vendor put up for sale on the Online Store by the
Vendor.
1.9. “PRICE” means the sale price
of a product inclusive of delivery charges and applicable taxes.
1.10. “CRKD Machinotools E-Commerce Shopping” means
an online platform owned and operated by the Company that facilitates the
shopping transaction between the Vendor and the Customer.
1.11. “SHIPPING CHARGES” shall mean the
logistics /courier /postal charges including all taxes incurred for delivering
the product(s) to the Customer.
2. ARRANGEMENT
2.1. The Company shall offer to the Vendor its
services for facilitating online sale of the Vendor’s product which shall
include marketing, hosting, customer support, logistics services, payment
services and all the other related services to ensure customer satisfaction on behalf of the Vendor.
2.2. Based on mutual discussions, it is agreed
by and between the parties hereto that the Vendor shall put up for sale the
Products on the said Online Store, subject to the terms and conditions
hereinafter contained. The Company E-Shopping portal shall contain the Vendor’s own area, where the Vendor
shall upload all its details such as User Id, Password, and Contact Number.
Email Id, Address, GST Number etc. Vendor further agrees and acknowledges that the shopping transaction shall be
governed by the Terms and Conditions stated in clause 1 to 23,incorporated in
this agreement, along with this
Agreement. Further the Vendor expressly agrees and acknowledges that the
shopping transaction shall be governed by the Privacy Policy, Shipping Policy, Return and Cancellation Policy and
Terms and Condition of User/Customer E-Shopping ID, of the Company, which
forms part of the instant agreement.
3. CONSIDERATION
AND PAYMENT TERMS
3.1. The
Company shall not charge any fee for providing web space / display of products.
3.2. The Company shall pay the Vendor the price of
the product/products with all applicable charges and taxes in respect of the approved
order. Accordingly, the Vendor shall create invoices in the name of the Company
and the Company will create invoices for the customers against such approved
orders inclusive of all applicable charges and taxes.
3.3. The order/orders shall be received by the
Vendor on its seller panel. The Vendor shall accept the said order/orders as
approved order and forthwith undertake the responsibility to execute the
approved order and supply the product/products as ordered. The Vendor shall
confirm the acceptance of the said order/orders on the seller’s panel within 24 hours of receipt of the order. Failure to execute the order/orders may lead
to cancellation/withdrawal of the order by the Company from the Vendor.
3.3. In the event any order is reversed due to
“Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”,
Vendor shall be liable to bear the delivery charges for return of products and
Vendor shall also be liable to bear all the charges for delivery of the
specified order to the customer by the Company.
3.4. Further in the event the product cannot be
delivered by the Vendor due to “out of stock”
and in such an event Vendor shall be liable to bear all the cost and claims
(including cost of legal proceedings, cost of attorneys, claims, etc.) raised
against the Company by the Customer.
3.5. Payment Terms:
3.5.1. The Vendor’s payment will be made by the
Company.
3.5.2. The Vendor will be made the payment by the
Company in its operational Bank Account as
provided by the Vendor and which
has been registered in the seller hub.
3.5.3.
Such payment to the Vendor will be done after 7(seven) days of delivery of the
products.
3.5.4. In the event the Vendor seeks to obtain any
further information regarding payment issue, it may contact the Company at the
number provided in the online portal.
4. OBLIGATIONS OF THE VENDOR
The Vendor shall:
4.1. Through the interface provided by the Company
on the creation on Online Store of Vendor, shall upload the product
description, images, disclaimer, delivery time lines, price and such other
details for the products to be displayed and offered for sale through the said
online store.
4.2. Vendor shall ensure not to upload any
description /image /text /graphic that is unlawful, illegal, objectionable,
obscene, vulgar, opposed to public policy, morality, prohibited or is in
violation of intellectual property rights including but not limited to
Trademark and Copyright of any third party. Vendor shall ensure to upload the
product description and image only for the product which is offered for sale
through the Online Store and for which the said Online Store is created.
4.3. Vendor
shall provide full, correct, accurate and true description of the product so as
to enable the customers to make an informed decision.
4.4. Vendor shall be solely responsible for the
quality, quantity, merchantability, guarantee, warranties in respect of the
products offered for sale through the online store.
4.5. At all times have access to the Internet and
its email account to check the status of approved orders,
4.6. On receipt of the approved order from Company,
Vendor shall make available the requisite number of products and inform the
Company forthwith. Company will dispatch / deliver the products to the customer,
within the time period as specified in the product description on its online
store.
4.7. In respect of the orders for Products placed
through the Online Store, Vendor shall submit proof of dispatch to the
satisfaction of Company within 48 hours of the request made by Company.
4.8. In the event the products are not accepted by
the Customer due to any wrong / damaged products dispatched, then the same
shall be replaced by the Vendor at no extra cost to the aggrieved customer.
Since the Company is a Facilitator, the Vendor hereby authorizes the Company to
entertain all claims of return of the Product in the mutual
interest of the Vendor as well as the Customer.
4.9. Update
the Order Status including Airway/ Railway Bill Number on a daily basis.
4.10. The Vendor shall not send any of its
promotional or any other information with the Products ordered by the customer
and also shall ensure that no material or literature is sent which may be
detrimental to the business/commercial
interests of the Company,
4.11. The
Vendor shall dispatch the Products of same description, quality and quantity
and price as are committed with Company for which the Customer has placed the
order.
4.12. Vendor shall raise invoice in the name of Company
against approved products and the Company shall raise invoices in the name of
the customer.
4.13. The Vendor shall not offer any Products for
Sale on the Online Store, which are prohibited for sale, dangerous, against the
public policy, banned, unlawful, illegal or prohibited under the Indian laws.
4.14. The
Vendor shall ensure that they own all the legal rights in the Products that are
offered for sale on the Online Store.
4.15. Vendor shall be solely responsible for any
dispute that may be raised by the customer relating to the goods, merchandise
and services provided by the Vendor.
4.16. The Vendor shall at all time during the
pendency of this agreement endeavour to protect and promote the interests of
the Company and ensure that third parties rights including intellectual
property rights are not infringed.
4.17. It shall be the prime responsibility of the
Vendor to keep the Used ID and Password strictly confidential and shall not
share such details with anyone, not authorized to carry out any transaction on
behalf of the parties hereto. In the event of loss/deletion of Password, it
shall be the responsibility of the Vendor to inform the Company within 24 hours
from the time of loss /deletion of Password, enabling the Company to take
immediate appropriate steps to change/generate the Password.
4.18. The Vendor shall at all times be responsible
for compliance of all applicable laws and regulations including but not limited
to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Goods and Service
tax, Value added tax, Standards of Weights & Measures legislation, Sale of
Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and
Remedial Magic Act, Code of Advertising Ethics, etc.
4.19. The Vendor shall at all times issue
warranties and guarantees in respect of each products to the Company, so that
the same can be listed on the online portal. Vendor undertakes the
responsibility to fulfil all warranty and guarantee obligations and further
agrees to indemnify the Company in respect of any claims, suits, damages, due
to non-fulfilment as provided in the warranties and guarantees, as the case may
be.
4.20. The Vendor shall at all times during subsistence
of the product warranty, provide all types of post-sale related services to the
customers including service, replacement of products, refund, as the case may
be and the Company shall not be held responsible for any such servicing of
products, replacement of products or refund of money, as the case may be.
4.21. The Vendor shall at all times redress the
complaint of the Customer, made to the Company on a product/ products at a post-sale
stage and during subsistence of the warranty. On receipt of the complaint from
the Company either by email or telephone, the Vendor shall contact the customer
via email or telephone within 24 hours of receipt of such complaint from the
Company, and take effective steps/measures, to redress the complaint of the
customer at the earliest.
4.22. The Vendor shall provide all product details
for listing in the Company online e shopping portal including maximum retail
price (MRP) and Selling prise ,following which the Company will upload those
products on the portal.
5. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF
THE VENDOR
The Vendor
warrants and represents that: -
5.1. They have the right and full authority to
enter into this Agreement with the Company.
5.2. All their obligations under this Agreement are
legal, valid and binding obligations enforceable in law.
5.3. There are no proceedings pending, which may
have a material adverse effect on their ability to perform and meet their
obligations under this Agreement;
5.4. That they are an authorized business
establishment and hold all the requisite permissions, authorities, approvals
and sanctions to conduct their business and to enter into an arrangement with
the Company. They shall at all times ensure compliance with all the
requirements applicable to their business and for the purposes of this
arrangement including but not limited to Intellectual Property Rights, Sales
Tax, Central Sales Tax, Goods and Service tax, Standards of Weights &
Measures legislation, Sale of Goods Act, Value added tax, Excise and Import
duties, etc. They confirm that they have paid and shall continue to discharge
all their obligations towards statutory authorities.
5.5. That they have adequate rights under relevant
laws including but not limited to various Intellectual Property Legislation(s)
to enter into this Agreement with the Company and perform the obligations
contained herein and that it has not violated/ infringed any intellectual
property rights of any third party.
5.6. That they shall provide the Company with
copies of any document required by the Company for the purposes of this
performance of its obligations under this arrangement within 24 hours of
getting a written notice from the Company. That the complete product responsibility
and liability shall solely vest with Vendor and that the Vendor shall be solely
responsible to the customer for the sale of the Product by Vendor including but
not limited to its delivery to the Customer and that Vendor shall not raise any
claim on the Company in this regard.
5.7. Vendor agrees and undertakes not to upload any
text, images, graphics (for description and display of product on the online
store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading,
intimidating, against the public policy.
5.8. Vendor shall provide all completed transaction
details to the Company for record keeping and reconciliation.
5.9. That Vendor shall draw the invoice / bill directly
in the name of the Company against the approved order. Company shall draw
invoices/ bills in the name of the Customer against such products.
5.10. Vendor shall prior to release of any
promotion / advertisement material seek prior written approval for the same
from the Company, in so far as the same relates to services offered pursuant to
the terms of this Agreement.
6. COMPANY RESERVES THE RIGHT:
6.1. Vendor agrees and acknowledges that the
Company, at all times during the continuance of this Agreement, shall have the
right to remove/block/delete any text, graphic, image(s) uploaded on the online
store by the Vendor without any prior intimation to Vendor in the event the
said text, image, graphic is found to be in violation of law, breach of any of
the terms of this Agreement, terms and conditions of E Commerce Shopping
Website. In such an event, the Company reserve the right to forthwith
remove/close the online store of the Vendor without any prior intimation or
liability to the Vendor.
6.2. Company reserves the right to provide and
display appropriate disclaimers and terms of use on CRKD Machinotools e
commerce shopping portal.
6.3.At any time if the Company believes that the
services are being utilized by the Vendor or its Customer in contravention of
the terms and provisions of this Agreement, Terms and conditions of use of the
CRKD Machinotools e commerce shopping portal , the Company shall have the right
either at its sole discretion or upon the receipt of a request from the legal /
statutory authorities or a court order to discontinue/terminate the said
service(s) to Customer or the End user as the case may be, without liability to
refund the amount to the Vendor to forthwith remove/block/close the online
store of the Vendor and furnish such details about the Vendor and/or its
customers upon a request received from the Legal/ Statutory Authorities or
under a Court order.
6.4. Before pick up of products by the
Company from the Vendor, the Company at all times reserves the right to
withdraw the order from the Vendor without any prior notice of withdrawal and
the Vendor shall not be entitled to claim any damages/claims from the Company
in such event.
7. INDEMNITY
7.1.The Vendor indemnifies and shall hold
indemnified the Company, its directors, officers, employees, representatives,
agents from and against all losses, damages, claims, suits, legal proceedings
and otherwise howsoever arising from or in connection with any claim including
but not limited to claim for any infringement of any intellectual property
rights or any other rights of any third party or of law, concerning quality,
quantity and any claim in relation to the Vendor’s product, the breach of any
of the Vendor’s warranties, representations or undertakings or in relation to
the non-fulfilment of any of its obligations under this Agreement or arising
out of the Vendor infringing any applicable laws, regulations including but not
limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Goods
and Service tax, Value Added tax, The Standards of Weights & Measures legislation,
Excise and Import duties, etc. . For the purpose of this clause reference to
the Company shall also include the Mobile Operators and such other agencies
through whom the Company shall make the Online Store available to the
Customers.
7.2. The Company agrees to indemnify and to keep
indemnified the Vendor in respect of all claims losses and expenses (including
the cost of litigation if any) arising out of any breach or default part of the
Company to perform its obligations under this Agreement.
7.3. This article shall survive the termination or
expiration of this Agreement.
8. COMPANY NOT LIABLE
8.1. The Company on the basis of representation by
the Vendor has created the online store of the Vendor on CRKD Machinotools e
commerce Shopping portal to enable Vendor to offer the Vendor’s products for
sale through the said Online Store. This representation is the essence of the
Contract.
8.2. The Company shall under no circumstances be
liable or responsible for any loss, injury or damage to the Vendor, or any
other party whomsoever, arising on account of any transaction under this
Agreement or as a result of the Products being in any way damaged, defective,
in unfit condition, infringing/ violating any laws / regulations /intellectual
property rights of any third party. Vendor agrees and acknowledges that
8.3. Vendor shall be solely liable for any claims,
damages, allegation arising out of the Products offered for sale through its
online store (including but not limited to quality, quantity, price, merchantability,
use for a particular purpose, or any other related claim) and shall hold the
Company harmless and indemnified against all such claims and damages.
8.4. Further the Company shall not be liable for
any claims, damages arising out of any negligence, misconduct or
misrepresentation by the Vendor or any of its representatives.
8.5. The Vendor hereby agrees, confirms and
acknowledges that the Product is owned
by the Vendor and that the Company is merely a facilitator for sale of the
Vendor’s Product, hence the Company is not responsible/ liable for the Product,
its design, its function and condition manufacturing and selling and financial
obligations, warranties, guarantees whatsoever. The Company reserves its right
to state appropriate Disclaimers on its website/ online store.
9. TERM, TERMINATION AND EFFECTS OF
TERMINATION
9.1. Term:
The
Term of this Agreement shall
commence on the date of execution of the contract and shall continue for a
period of 12 months unless
terminated earlier. The Agreement may be extended for such further
period as may be mutually agreed by and between the parties hereto in writing
to this effect.
9.2. This Agreement may be terminated by the
Company in the event:
9.2.1. Vendor fails to discharge any of its obligations
as stated in Clause 4 of this agreement.
9.2.2. Vendor commits a material breach of any
representation, obligations, covenant, warranty or term of this agreement and
the same is not rectified within 30 days after written notice given by
the Company.
9.2.3. If a Petition for insolvency is filed
against the Vendor.
9.2.4. If the Vendor is in infringement of the
third party rights including intellectual property rights.
9.2.5. This Agreement may be terminated by either
party giving the other 30 days’ written notice.
9.3. Effect of Termination:
In
the event of termination/expiry of this Agreement, the Company shall remove the
Links and shall discontinue display of the Products of the Vendor on Online
store with immediate effect.
Company
shall not be liable for any loss or damages (direct, indirect or
inconsequential), incurred by the Vendor by virtue of termination of this
agreement.
During
the period under notice both the parties shall be bound to perform its
obligations incurred under this agreement and this sub-clause shall survive the
termination of this agreement.
10. SEVERABILITY
It is the intent
of the Parties that in case any one or more of the provisions contained in this
Agreement shall be held to be invalid or unenforceable in any respect, such
provision shall be modified to the extent necessary to render it, as modified,
valid and enforceable under applicable laws and such invalidity or
unenforceability shall not affect the other provisions of this Agreement.
11. AMENDMENT AND
EVOLUTION OF COMMERCIAL TERMS ON PERIODIC BASIS:
The Company may
amend this Agreement, Commercial Terms and Policies at any time by posting a
revised version on the platform. All updates and amendments will be notified to
Vendor on designated electronic mail address. Vendor is advised to regularly
check for any amendments or updates to the terms and conditions contained in
this Agreement, Commercial Terms and Policies. It is strongly advised that
Commercial Terms be checked on daily basis as these evolve on regular basis
based on criteria. Amendment to this Agreement, Commercial Terms and Policies
shall be deemed to be Vendor’s unconditional and absolute acceptance of such
amendments (effective from the date such amendments were made by the Company).
If Vendor does not agree to the change or amendments, Vendor can give its
postings on such amendment, subject to which the matter will be discussed vie
email and if acceptable to the Company necessary changes would be made.
12. ARBITRATION
12.1. Any dispute arising out of or related to or
connected with any provisions under this Agreement shall be referred to the
arbitration of a single arbitrator to be appointed jointly by the parties.
12.2. The arbitration shall be conducted in Kolkata
in accordance with the Arbitration and Conciliation Act of 1996 or any
modification or re-enactment for the time being in force.
12.3. The language of arbitration shall be English.
The arbitration shall be held at Kolkata, India.
12.4. The award passed by the arbitrator shall be
final and binding on the parties.
13. GRIEVANCE
OFFICER
In accordance
with Information Technology Act, 2000 and the rules made there under, the name
and contact details of the Grievance Officer currently is Mr. Pinu Nayak
address at 34/1,
Chapaladevi Road, Shanpur, Shibtala, Dasnagar, Howrah-711105 with email ID: enuiry@machinotool.com
Any change of Grievance Officer shall be duly uploaded in the company portal.
Any service of notice for Dispute Resolution on the Grievance Officer, shall
not be valid.
14. JURISDICTION AND GOVERNING LAW
14.1. The obligations, performance, interpretation
and contents shall be governed by Indian law.
14.2. Subject to the provisions of negotiation and
arbitration each Party irrevocably and unconditionally submits to the
jurisdiction of Courts at Howrah.
15. NOTICES
All
notices and other communication under this Agreement shall be in writing and in
English and either delivered by hand or sent by email, telex, fax or courier in
each case to the addresses set out at the beginning of this Agreement.
16. INTELLECTUAL PROPERTY RIGHTS
It
is expressly agreed and clarified that, except as specified agreed in this
Agreement, each Party shall retain all right, title and interest in their
respective trademarks and logos and that nothing contained in this Agreement,
nor the use of the trademark / logos on the publicity, advertising, promotional
or other material in relation to the Services shall be construed as giving to
any Party any right, title or interest of any nature whatsoever to any of the
other Party’s trademarks and / or logos.
17. ASSIGNMENT
Neither
this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract
able or conveyable by Vendor, either by operation of law or otherwise, without
the express, prior, written consent of the Company signed by an authorized
representative of such Party.
18. ENTIRE AGREEMENT
This
Agreement embodies the entire agreement and understanding of the Parties and
supersedes any and all other prior and contemporaneous agreements, arrangements
and understandings (whether written or oral or via online) between the Parties
with respect to its subject matter.
19. CONFIDENTIALITY:
Vendor
agrees and undertakes to maintain the confidentiality of the information and user
ID, Password, any customer data disclosed, generated or made available to
Vendor under this Agreement.
The
said information shall not be used by the Vendor for any purpose other than for
the performance of its obligations under this Agreement. Vendor agrees that the
unauthorized disclosure or use of such Information would cause irreparable harm
and significant injury, the degree of which may be difficult to ascertain.
Accordingly, Vendor agrees that the Company shall have the right to obtain an
immediate injunction from any court of competent jurisdiction enjoining breach
of this Agreement and/or disclosure of the Confidential Information. Company
shall also have the right to pursue any other rights or remedies available at
law or equity for such a breach.
20. LIMITATION OF LIABILITY:
Under
no circumstances, except in case of breach of contract, will either party be
liable to the other party for lost profits, or for any indirect, incidental,
consequential, special or exemplary damages arising from the subject matter of
this Agreement, regardless of the type of claim and even if that party has been
advised of the possibility of such damages, such as, but not limited to loss of
revenue or anticipated profits or loss business, unless such loss or damages is
proven by the aggrieved party to have been deliberately caused by the other
party.
21. RELATIONSHIP OF PARTIES
Nothing
in this Agreement will be construed as creating a relationship of partnership,
joint venture, agency or employment between the Parties. The Company shall not
be responsible for the acts or omissions of the Vendor, and Vendor shall not
represent neither has, any power or authority to speak for, represent, bind or
assume any obligation on behalf of the Company.
22. WAIVER AND AMENDMENT
22.1. No waiver of any breach of any provision of
this Agreement constitutes a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions, and will not be effective unless
made in writing and signed by an authorised representative of the waiving
Party.
22.2. Except as expressly set out in this
Agreement, no amendment is binding on the Parties unless it is in writing and
signed by a duly authorized representative of each of the Parties.
23. FORCE MAJEURE
Neither
Party shall be responsible or liable for any delay or failure to perform its
obligations (other than an obligation to make payment) under this Agreement due
to unforeseen circumstances or any event which is beyond that Party's
reasonable control and without its fault or negligence, but not limited to,
acts of God, war, riots, embargoes, strikes, lockouts, lockdowns and acts of
any Government authority, delays in obtaining licenses or rejection of
applications under the Statutes, failure of telephone connections or power failure,
fire or floods.
This
Agreement may be executed in two (2) counterparts, each of which shall be
deemed an original and which shall together constitute one Agreement.