VENDOR AGREEMENT
The MGK Shopping is owner of E-Commerce Website by the name of www.mgkshopping.com and Android/iOS Apps, wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce platform.
Terms and conditions:-
1. Commencement, Term, Renewal
1.1 The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 2 years initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party.
2. Product, Product information, Marketing Tools/Support, Availability of products, TAX etc.
2.1 Germa Bazar will provide the vendor a seller panel through which vendor can add/edit/upload products details to our website www.mgkshopping.com, Vendor need to update about the availability of the products in its inventory along with detailed specifications like size, colour, texture, manufacture details, warranty guarantee available, Stock etc… etc…. as may be required of the product, provide accurate and complete required product information for each product that second party make available to be listed for sale through our website. Order once placed on the Firm by the customer shall have to be honored by the Vendor at all costs otherwise will treat as breach of contract. Ensure stock getting updated regularly to avoid such instances. Support will be provided to vendor for using the provided marketing tools seller panel/App etc..
2.2 Second Party agree that the price stated by second party for second party’s products is inclusive of all taxes including GST, customs duty, exercise duty or other tax or levy /duties that may be required to be remitted in connection with such sale. Germa Bazar shall not responsible to remit any taxes arising from such sale/transactions. Second party undertake not to sell the same product in any other online platform for a lesser price then the price displayed in the online store of first party.
2.3 It is your responsibility as a seller on the Germa Bazar site to choose the most applicable product Tax rates codes and assign HSN Codes applicable for your listing, such that the correct Tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on Germa Bazar site.
3. Fee/Commissions etc.
3.1 The firm as such shall not charge any fee for providing web space/display on website (other than items mentioned in 3.2 below ) however for all such sales that are made/generated using the website www.mgkshopping.com a commission shall be paid by the Vendor to the Firm. The details of commissions to be paid product category wise will be attached with this agreement as a separate Schedule. The schedule is subject to amendment during the period of this agreement vide additional agreement to modify any rate of commission in respect of any product. Any amendment to such schedule will be express. The said schedule is to be treated as part and parcel of the agreement.
3.2 It is expressly agreed by the parties hereto that the Firm shall debit the amount of commission (along with the applicable Taxes if any) from the remittance to Vendor at the time of forwarding the order received from the end customer.
3.3 The parties will endeavor to perform reconciliation of accounts/orders every 15 days.
4. Order, Handling, Delivery, Return, Refund, Password Security etc.
4.1 Once the customer places the order E Commerce system of the first party will send the product purchase information to the Vendor & Courier partner, upon receipt of the order vendor should pack and keep the product ready for courier pickup within 2 days or as instructed by first party. In case the Vendor fails to keep the product ready or dispatch the product within the aforesaid time, delay in dispatch caused shall be considered as breach of the agreement and be one of the cause for termination of agreement. Most of the areas are covered by first partys courier partner.
4.2. In case Vendor sending products through their own shipping/ courier agency, need to provide us the consignment details immediately / update in the provided seller panel. On failing to receive the POD from you within a reasonable time, we will be compelled to record the order as not having been fulfilled, and you will receive a notification on the Dashboard intimating you of such record. In such event, the Customer will be entitled to a refund of the amount paid by him/her for the relevant product. You hereby agree to cooperate with us in order to resolve, to the Customer’s satisfaction, all cases of items that may have been shipped but not received. You are responsible for any non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of your products.
4.3 For the Products dispatched by second party, second party will determine shipping charges via and subject to our standard functionality and categorizations for Germa Bazar web site and further subject to any shipping and handling charge program policies for Germa Bazar web site. Any such amounts paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For the Products dispatched by First Party, First Party will determine what the shipping charges will be and will display and collect them accordingly in accordance with the fulfillment by Germa Bazar service team.
4.4 The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
4.5 Repeated complaints from Customers with regard to the product or type of product may result in discontinuation of the listing of that particular product or type of product on the Website, and disciplinary action against you including temporary or permanent suspension of your selling privileges on the Website including termination of contract.
4.6 The Vendor agrees to replace the defective products/ replacement of returned products if so required supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever.
4.7 The Firm may, at its discretion arrange to lift the defective products from the customer however the Vendor will still be liable to replace the defective product. Any charges incurred by the Firm for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Firm upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from Firm will be made however, the Firm is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis sized product and any other shortcoming which the customer may point out subject to the return policy specified for each product. The Vendor hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
4.8 Any failure to adhere to the timelines for fulfilment of an order or timely shipment of the product ordered by the customer will be considered to be non-performance of second party’s obligations, and repeated non-performance may lead to temporary or permanent suspension of second party’s selling privileges on the Website.
4.9 Any password we provide to you may be used only during the Term to Access your account or seller panel (or other tools we provide) to use the service, electronically upload your products / accept your transactions. You are solely responsible for maintaining the security of your password.
5. Covenants of Vendor
The Vendor hereby covenants with the Firm as under:
5.1 To deliver the product of the ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill the Order received by the Firm, it shall intimate to the Firm immediately in advance so that notice of OUT OF STOCK for the product can be placed on the website. An item out of stock for more than 2 weeks will not be displayed at the discretion of the first party.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property/ Trade mark, Copy right of any party in respect of such product.
5.4 Offer sale to be declared with permission of First party.
5.5 The Vendor declares that it has all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sale/provide/licence such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
5.6 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor
5.7 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm.
5.8 To be solely responsible for full, correct, accurate and true description of the product to enable the customer to make an informed decision, the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm. The Vendor agrees not to provide and such description/information regarding the product which leads to misrepresentation to the customer.
5.9 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
5.10 Provide information about the Order Status including Airway Bill Number on a daily basis if dispatch handled by the vendor.
5.11 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.
5.12 Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables as mentioned in Schedule A to this agreement and that Vendor shall provide all completed transaction details to the Company through the seller panel provided for record keeping and reconciliation.
5.13 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws.
5.14 To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm.
5.15 To pass on the legal title, rights and ownership in the Products sold to the Customer.
5.16 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm.
5.17 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
5.18 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm.
5.19 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
6. Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that
6.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with the Firm and the agreement so executed is binding in nature.
6.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.
6.3 There are no proceedings pending against the Vendor or its products, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
6.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Firm.
6.5 It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, GST, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities. You will comply with any applicable tax laws and fulfill all obligations to the tax authorities in a timely and complete manner. Germa Bazar is not responsible for collecting, remitting or reporting any service tax, GST good and service tax or other taxes arising from such sale. You re solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
6.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
7. Rights of Firm:
7.1 Vendor agrees and acknowledges that the Firm, 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 mgkshopping.com Shopping Website or lieu in force. In such an event, the Firm reserve the right to forthwith remove/close the online platform of the Vendor without any prior intimation or liability to the Vendor.
7.2 Appropriate disclaimers and terms of use on mgkshopping.com Shopping portal shall be placed by the Firm.
7.3 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 Germa Bazar ecommerce web site 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.
8. Indemnity
8.1 The Vendor indemnifies and shall hold indemnified the Firm, its partners, 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-fulfillment 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, Service tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Firm shall also include the Mobile Operators and such other agencies through whom the Firm shall make the Online Store available to the Customers.
8.2 This article shall survive the termination or expiration of this Agreement.
9. Limitation of Liability
9.1 The Firm on the basis of representation by the Vendor is marketing the products of the Vendor on the shopping portal germabazar.com to enable Vendor to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the vendor that the Firm shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, customer 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. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shopping portal mgkshopping.com (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Firm harmless and indemnified against all such claims and damages. Further the Firm shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
9.2 The Firm under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor 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 Vendor to have been deliberately caused by the Firm.
9.3 The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor or as autorised dealer/ distributer / seller 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.
10. Termination and effects of Termination
10.1 This Agreement may be terminated by the Firm forthwith in the event
10.1.1 Vendor commits a breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Firm and undertake to make good the loss if any happened already.
10.1.2 If a Petition for insolvency is filed against the Vendor or by vendor itself.
10.1.3 If the Vendor is in infringement of the third party rights including intellectual property rights.
10.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period.
10.3 Effect of Termination:
10.3.1 In the event of termination/expiry of this Agreement, the Firm shall remove the Links and shall discontinue display of the Products on online shopping portal mgkshopping.com with immediate effect.
10.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
10.3.3 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.
11. Arbitration
11.1 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. If did not attain consensus regarding single arbitrator, each shall appoint arbitrator of their choice and such arbitrator shall appoint third arbitrator.
11.2 The arbitration shall be conducted in Palakkad, Kerala in accordance with the Arbitration and at Conciliation Act of 1996 or any modification or reenactment for the time being in force.
11.3 The language of arbitration shall be English. The arbitration shall be held at Palakkad Kerala, India.
11.4 The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
12. Jurisdiction, governing law and ex-parte Orders
12.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Chennai only.
12.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
12.3. Notices All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.
12.4 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) between the Parties with respect to its subject matter.
12.5 Assignment: Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub contractable, conveyable under subcontract or under any mode 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.
12.6 Confidentiality: Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. All confidential information will remain Germa Bazars exclusive property except for customer personal data owned by the respective customer. 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.
12.7 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.
13. Waiver ana Amendment
13.1 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 authorized representative of the waiving Party.
13.2 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.
14. 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, 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.
15. Intellectual Property Rights
The Vendor expressly authorises the Firm to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licenced by it for the purpose of reproduction on the website and at such other places as the Firm may deem necessary. 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.
16. Two Originals
This Agreement may be executed in two (2) counterparts, one to remain with each party and each of which shall be deemed an original and which shall together constitute one Agreement.
Schedule A will be defined with details of categoty and commission.
