Register Seller Account

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.