NOW THIS AGREEMENT WITNESSES AS UNDER
Commencement, Term, Renewal
The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 1 year 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.
Marketing Tools/Support, Products, Availability of products etc
The Vendor will keep informed at all times the CribStore Innovations Pvt Ltd about the availability of the products in its inventory along with detailed specifications like size, colour, texture, pics, all special & festive deals, offers etc. etc. as may be required of the product. Order once placed on the CribStore Innovations Pvt Ltd by the customer shall have to be honoured by the Vendor at all costs.
- The CribStore Innovations Pvt Ltd as such shall not charge any fee for providing webspace/display on website however for all such sales that are made/generated using the/through website www.cribstore.com a fixed commission shall be paid by the Vendor to the CribStore Innovations Pvt Ltd upon agreed terms. The details of commissions to be paid product category wise is specified is Schedule A to this agreement. The schedule can be amended to modify any rate of Registration Fee/ Commissions agreed in respect of any product/services from CribStore Innovations Pvt Ltd. Any amendment to such schedule will be expressed. The said schedule is to be treated as part and parcel of the agreement.
- It is expressly agreed by the parties here to that the CribStore Innovations Pvt Ltd shall debit the amount of commission from the remittance to Vendor at the time of forwarding the order received from the end customer. The main billing amount will be remitted to the vendor by 15/30 working days or as per mutually agreed terms.
- The parties will endeavor to perform reconciliation of accounts/orders every 90 days.
Order, Handling, Delivery etc.
- Orders for the product shall be received using the website www.cribstore.in and shall be forwarded to the Vendor by the CribStore Innovations Pvt Ltd via official email/Telephone/Fax/Courier.
- The Vendor shall upon receipt of the order from the CribStore Innovations Pvt Ltd immediately arrange to deliver the products to the designated address in good condition without damaging the goods as early as possible but in any case the dispatch shall be made within 24 to 48hrs of the receipt of the Order. In case the Vendor fails to dispatch the product within the aforesaid time, it has to return the amount received back to the CribStore Innovations Pvt Ltd on forth with. No delay in returning the amount is permissible and any delay caused shall be considered as breach of the agreement and be one of the cause for termination of agreement. The Vendor shall provide to the CribStore Innovations Pvt Ltd the consignment number, details of courier/shipment agency immediately followed by proof of delivery. CribStore Innovations Pvt Ltd only support & connect vendors & customers not liable in anyways, as vendors are solely responsible for any damage, delays, breach of deliveries etc.,
- The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation/deviation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer. In any case of physical damage to the goods during delivery, the vendor is responsible to bare and refund to the customers the money paid either through online or cash in this connection either CribStore Innovations Pvt Ltd, or any of its affiliate companies are not liable for the damage caused to the vendee( Customer) due to the mishandling of the goods by the vendor or the personnel hired by the vendor for the purpose of delivery of the good .
- The Vendor agrees to replace the defective products supplied to the customer at its own cost and shall not hold the CribStore Innovations Pvt Ltd responsible in any manner whatsoever.
- The CribStore Innovations Pvt Ltd 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 CribStore Innovations Pvt Ltd order for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the CribStore Innovations Pvt Ltd upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from CribStore Innovations Pvt Ltd will be made however, the CribStore Innovations Pvt Ltd. 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 Inclusive of GST wherever is applicable. The Vendor hereby authorizes the CribStore Innovations Pvt Ltd to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
Covenants of Vendor
The Vendor hereby covenants with the CribStore Innovations Pvt Ltd as under :
- 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 CribStore Innovations Pvt Ltd it shall intimate to the Cribstore Innovations Pvt Ltd at least 12 hours in advance so that notice of OUT OF STOCK for the product can be placed on the website.
- 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 CribStore Innovations Pvt Ltd., to the customer either along with the products supplied or in any manner whatsoever.
- 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 right of any party in respect of such product/ services.
- The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
- The Vendor agrees to indemnify and keep indemnified the CribStore Innovations Pvt Ltd from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the CribStore Innovations Pvt Ltd due to acts/omission on the part of the Vendor.
- To provide to the CribStore Innovations Pvt Ltd, for the purpose of the creation/display on website of CribStore Innovations Pvt Ltd., the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
- 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 CribStore Innovations Pvt Ltd. 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 CribStore Innovations Pvt Ltd.
- To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product/ service which amounts to misrepresentation to the customer.
- To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the CribStore Innovations Pvt Ltd.
- 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.
- Provide information about the Order Status including Airway Bill Number on a daily basis.
- 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 or as per the wholesale rates with mutually agreed pricing slabs only to the customer and paid by/charged to the customer.
- Not to offer any Products/ Services 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.
- To provide satisfactory proof about the ownership/licences of all the legal rights in the Products/ Services that are offered for sale on the Online Store as and when demanded by the CribStore Innovations Pvt Ltd.
- To pass on the legal title, rights and ownership in the Products sold to the Customer.
- 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 CribStore Innovations Pvt Ltd.
- The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the CribStore Innovations Pvt Ltd and ensure that third parties rights including intellectual property rights are not infringed.
- The Vendor shall be at all times responsible for compliance of all applicable laws and regulations including Intellectual Property Rights or the trademarks of the respective goods/commodities/articles sold through CribStore Innovations Pvt Ltd/ or App or through its affiliate companies , GST, 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 the vendor would be providing the list of the goods where GST is applicable as per the government prescribed slab limits to CribStore Innovations Pvt Ltd at the time of entering into the vendor agreement contract and also would be updating CribStore Innovations Pvt Ltd, when evern the government makes any modifications to existing slab of GST or what so ever the taxes as applicable to carry out the business.
- To provide to the CribStore Innovations Pvt Ltd copies of any document required by the CribStore Innovations Pvt Ltd for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the CribStore Innovations Pvt Ltd.
- To seek advance written approval from the CribStore Innovations Pvt Ltd., 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.
Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that
- The signatory to the present agreement is having the right and full authority to enter into this Agreement with the CribStore Innovations Pvt Ltd and the agreement so executed is binding in nature.
- All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.
- There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
- 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 CribStore Innovations Pvt Ltd.
- 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, Sales Tax, Central Sales Tax, Service tax, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and can CribStore Innovations Pvt Ltd., that it has paid and shall continue to discharge all its obligations towards statutory authorities.
- 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 CribStore Innovations Pvt Ltd and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
- It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the CribStore Innovations Pvt Ltd upon demand.
Rights of CribStore Innovations Pvt Ltd
- Vendor agrees and acknowledges that the CribStore Innovations Pvt Ltd., 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 _________ Shopping Website. In such an event, the CribStore Innovations Pvt Ltd reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
- At any time if the CribStore Innovations Pvt Ltd 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 _______ Shopping, the CribStore Innovations Pvt Ltd 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, 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.
The Vendor indemnifies and shall hold indemnified the CribStore Innovations Pvt Ltd., 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/ service, 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, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the CribStore Innovations Pvt Ltd., shall also include the Mobile Operators and such other agencies through whom the CribStore Innovations Pvt Ltd shall make the Online Store available to the Customers.
This article shall survive till the termination or expiration of this Agreement.
Limitation of Liability
- The CribStore Innovations Pvt Ltd on the basis of representation by the Vendor is marketing the products of the Vendor on the shopping portal ____________ to enable Vendor to offer the its products/ services 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 CribStore Innovations Pvt Ltd 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/ Services offered for sale through online shopping portal ____________ (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the CribStore Innovations Pvt Ltd harmless and indemnified against all such claims and damages. Further the CribStore Innovations Pvt Ltd shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
- The CribStore Innovations Pvt Ltd 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 CribStore Innovations Pvt Ltd.
Termination and effects of Termination
- This Agreement may be terminated by the CribStore Innovations Pvt Ltd forthwith in the event
- Vendor fails to make payment of the sum demanded after it has been served a 48 hours written notice;
- Vendor commits a material 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 CribStore Innovations Pvt Ltd.
- If a Petition for insolvency is filed against the Vendor.
- If the Vendor is in infringement of the third party rights including intellectual property rights.
- 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.
Effect of Termination
- In the event of termination/expiry of this Agreement, the CribStore Innovations Pvt Ltd., shall remove the Links and shall discontinue display of the Products on online shopping portal _____________with immediate effect.
- CribStore Innovations Pvt Ltd 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.
Jurisdiction, governing law and ex-parte Orders
- This agreement is subject to exclusive jurisdiction of competent Courts of law at Hyderabad only.
- The laws of Republic of India, as are in force, shall be applicable to present agreement.
- The CribStore Innovations Pvt Ltd is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the CribStore Innovations Pvt Ltd by the Vendor, its representatives, associates or assigns.