Vendor / Seller Terms and Conditions

This document is an electronic record in terms of Information Technology Act, 2000 and rules made thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (defined below).

These Terms & Conditions (“Terms”) form part of the Vendor Agreement (“Vendor Agreement”) entered into between them, (A) a Company incorporated under Companies Act, 1956 with registered office at Indograce  Ecommerce Pvt Ltd, Kinfra International ApparelPark, Thumba, Thiruvananthapuram (Kerala)and(B) You, the Vendor ("Vendor"). The Terms are incorporated in the Vendor Agreement by way of reference and constitute part of the binding Vendor Agreement executed between the Company and the Vendor.

WHEREAS:

1. Seller owns a domain of “Indrograce” located at the following URL: https://www.indograce.com hereinafter referred to as the “Indograce E Mart” and have many registered Users / Vendors to whom Company offer various services.The domain name www.indograce.com (hereinafter referred to as “Portal/Website") is owned by the Seller and operates as an online e-commerce marketplace for the display, advertising, procurement and sale of building materials, furniture household items and other products by various Vendors to the end Customers (“-Customers”) and provides related services to the Vendors and to the Customers / users of the Portal on behalf of the Vendors (as the Vendor’s service provider).
2. The Seller shall provide an online platform and shall act as Service Provider to the Vendor for providing diverse services in relation to the sale of its Products as agreed under this terms and conditions, and the use of the Portal for enabling Display, Listing Promotion, Advertisement of its Products (“Services”).
3. The Seller shall allocateVendoran online platform to list and sell his/her products, shall upload product description, images, delivery time, price and other such relevant details for the products to be displayed and offered for sale through the www.indograce.com online store. The Vendor is required to authenticate and update changes to the said products description as per the market standards and law of the land, and the Seller shall not vouch for the pricing, authenticity, dispatching and other related listings.
4. The Vendor shall make the decision on the Products and their quantities to be displayed on the Portal based on such recommendations. Notwithstanding the foregoing, the Seller has the right to refuse to display or withdraw from the Portal, any Product for sale on the Portal.
5. The Products offered for sale by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has to furnish proper certification from the owner/manufacturer of the Products.
6. The Seller shall also list products/articles also from a Vendor/s who acts as a direct dealer/s.
7. Vendor shall accept every such change so desired by the Seller as per the terms and conditions of this agreement. Any such deviations from the agreed terms and conditions by the Vendor shall accrue the agreement stand terminated.
8. Seller shall ensure to upload accurate product description and images for the product that is offered for sale through the Online Store.The Seller shall ensure the quality of products as shown on the Company’s website at the time of delivery.
9. The Seller is only a service provider/facilitator in listing Vendor’s articles/products on their website and shall not vouch for the products and their quality, promotions, advertisements. The contractual relationship between the Seller and Vendors based on goodwill, the Seller shall endorse all information in their website on the said goodwill and mutual respect.
10. The Vendor shall provide an accurate and true description of the product to enable the Customers to make an informed decision.
11. The Seller shall expect prompt and efficient service from the Vendor in order to maintain their high reputation and Customer experience.
12. The Seller shall make sure that the products so listed by the Vendor are authentic and shall make requests/ rectifications to ensure authenticity/durability of the product. If the Seller does not assent to such requests then the Vendor shall vacate the Seller from its online platform and agreement shall stand terminated.
13. The vendor should make sure that the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Seller and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
14. The Vendor has valid, clear and full rights/entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Company.
15. The Vendor shall only be answerable for any dispute that may be raised by the customer in relation to the goods, merchandise, and services provided by the Vendor.

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. “Seller” shall mean IndograceE-commerce Private Limited.“Seller” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells and lists Vendors’ products through its Online Store.
2. “Vendor” shall mean any such individual, group of individuals, firm, Company, manufacturer or any other entity listing their Products for sale in www.indograce.com.
3. “Indograce E Mart” means an online platform/website owned and operated by the Seller that facilitates the shopping transaction between the Vendor and the Customer.
4. “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 E-commerce Website.
5. “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of GST, other such taxes, shipping charges if any.
6. “Margin” shall mean the specified charge/fee that which the Seller levy from the Vendor.
7. “Online Store” shall mean anE-commerce store created on the Indograce online portal for sale of the Seller’s Products. Vendor shall list buildings material or instrument displaying the particulars of the Sellers’ Products available for sale.
8. “Order” shall mean an order for the 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 of the Seller.
9. “Products” shall mean merchandise items, products, articles of the Vendor put up for sale on the Online Store by the Seller. Merchandise of building materials and furniture shall be listed in the Sellers’ domain.
10. “Price” means the sale price of a product inclusive/exclusive of delivery charges and applicable taxes. (As listed by the Vendor)
11. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
12.  “Shipment Cost” shall mean the cost and taxes recovered by the vendor from the Customer per order for handling the logistics.
13. “Service Charge” shall mean the margin per transaction charged by the Seller to the Vendor at the rates agreed to between the parties, upon the sale of product on the online store.
14. “IG Code” shall mean a unique code/One-time password for facilitating Customer satisfaction. The purpose of the code is to ensure authenticity and genuineness of the product delivered by the Vendor. The end Customer shall only need to transfer code to the Vendor only on an occasion of satisfaction from his part on the authenticity/genuineness/durability of the product. The transferring of the code is mandatory for the release of funds from the Seller to Vendor.  

2.Pricing, Billing Terms and Special Payments.

1. The registration of the Vendor to the companies’ domain is without any charge.The Company shall collect the Payment on behalf of the Vendor in respect of the orders received through the website. In consideration of the services rendered under these presents, the Company shall charge an already fixed fee/margin from the Vendor at the rates/margin specified by the Company.
2. The Vendorshalldisplay the product price on Companies’ domain, such listing shall be inclusive or exclusive of freight and loading charges and any such charges shall be sustained by the Vendor while delivering to the end customer.
3. The Company provides for various payments options on its domain, such as NEFT, RTGS, Credit/Debit Card, Letter of Credit (LC) and COD (cash on delivery). On occasion, of a situation wherein which the Vendor opts to deliver the product on COD (cash on delivery), then the Company shall collect a specified amount/margin in advance and rest of the payment will be made to the Vendor at the time of delivery.
4. The Vendor is at liberty to set the final selling price and make amends to the price provided it is not arbitrary or illegal. The Vendor shall maintain the price for which a particular ordered article and shall not alter the price afterwards. The amends to the final price should be updated on a timely manner to the Company’s website. In case of additional charges if any, then the Vendor shall communicate the same with the end Customer. The Company shall not be a party in fixing the actual selling price or any other such incidental charges.
5. TheCompany after obtaining an order and due remittance of the final price from the Customer shall provide with a company/Indograces’ retail invoice. A copy of the same retail invoice (without IG Code) along with Purchase Order shall be sent to the concerned Vendor. Only the customer retail invoice shall have a unique code (IG Code) that which the end Customer has to give to the Vendor who delivers the product.  Also when the Vendor receives the unique code (IG Code) from the customer, they have to send the retail invoice and IG code for the product so ordered to the company for the release of funds with regard to the Purchase.
6. The requisite of the code (IG Code)is to facilitate Customer satisfaction; the end Customer shall only need to transfer code to the Vendor only on an occasion of satisfaction from his part on the authenticity/genuineness/durability of the product. The transferring of the code is mandatory for the release of funds from the Seller to Vendor.
7. The vendor shall insert the billing address in favour of the Company (inclusive of GST) and the Shipping address in favour of Customers’ address. 

3.Shipping and Delivery Time.

1. The vendor shall process orders received from the Customers through the website in a time-bound manner and provide the same to the Customer within stipulated timeline as specified by the Vendor on the website.
2. The Sellers’ envisions in providing a hassle-free shopping experience to the Customer. The Seller would like to reiterate that adherence to pre-agreed timelines for shipping of products is of the essence to companies’ relationship with the Customer.If the products are not delivered to the Customer within the stipulated timeline as specified in the listed delivery time, the order may stand cancelled and the Seller shall be required to process a refund of the amount paid by the Customer for the same.
3. the vendor shall solely be responsible for carrying out the dispatch/delivery of ordered articles to the end Customer. The Vendor shall take utmost care in the delivery of ordered article and shall vouch for its authenticity and quality while doing so. The delivered product should match the description as listed by the Vendor in the website; any deviations from the said description shall only make the Vendor responsible and Seller may choose to vacate the Vendor from its website and the agreement may stand terminated.
4. The vendor shall submit proof of dispatch with respect to the orders for the product placed through the website within a time frame of 48 hours (two working days). The proof of dispatch is mandatory as the Company has to maintain order status log on a timely basis.

4.Warranty and Guarantee

1. The Vendor shall account for the quantity and quality; that the goods must reasonably conform to buyer's expectations, merchantability, guarantee, warranty or any other such offer or discount, promotion etc. The Seller shall always abstain from accountabilities, as the Company is only a service provider.
2. The Vendor shall provide after sale services as promised or advertised by them in the Portal. Seller is only a service provider/ Facilitator shall not vouch for the vendor for its aftersales service.
3. The Seller shall take reasonable steps to specify for Customer awareness on the Portal, the warranty period and terms of such warranty as communicated to it by the Vendor in relation to the Products displayed on the Portal.
4. The Vendor shall extend their support in after sale services as promised by them on the Website. The vendor shall replace products if products delivered are incorrect, if the delivered product is found to be tampered with, defective or malfunctioning.
5. The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and after-sales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regar.
6. No risk or title to the Products shall pass to the Seller at any point of time for any reason whatsoever. The title and risks of the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.
7. Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the termination of the Vendor Agreement together with these Terms & Conditions.

5.Returning & Cancellation of Ordered Item.

1. In the event of purposeful cancellation/revoking of a purchase order for a product after dispatching/delivering shall make the Customer reimburse charges for freight and loading.
2. In the event of any cancellation/order reversal due to the product being ‘damaged’, ‘faulty’, ’quality’ ‘non-delivery’, ‘delivering of wrong item’ etc shall solely make the Vendor responsible. Vendor shall attract from the Seller a specified amount as a penalty on account of the aforementioned scenario. The Vendor shall do everything in his power to rectify the aforementionedeventuality and shall steadfastly remedy the aggrieved customer with no additional charge. The Seller is only a service provider/facilitator in listing Vendor’s articles/ products on their website and shall not vouch for the products and their quality.
3. The Seller is only a service provider/facilitator in listing Vendor’s articles/products on their website and shall not vouch for the products and their quality. The relationship between the Seller and Vendors based on goodwill, the Seller shall endorse all information in their website on the said goodwill and mutual respect.
4. The Vendor shall authorize the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.?

6.Other Obligations.

1. Vendor shall not upload/endorse any data/description that is unlawful, illegal, against the public policy of India, natural justice, intellectual property of the third party, etc. The Vendor is required to maintain a steady internet communication via mail in order to maintain a log of approved orders. The Vendor should always open up their communication channels with the Seller/The Company.
2. The Seller shall not be a party in promotional activities of the Vendor, as the maintained in the aforementioned clauses the Seller/Company shall only be a service provider and will not vouch for the execution of a product/promotion. The Vendor shall always keep in check of promotional activities; they shall not host a hoax promotion in the Company website and shall not endorse any literature/printed matter, brochures, leaflets, pamphlets, circulars, flyers, handouts, handbills, mailshots, bulletins, documentation, publicity, blurb, notices, information, data, facts, mail, etc. for that purpose.
3. The Company shall always put customer and their satisfaction over the Vendor, as it is detrimental to the success of this business.
4. The Vendor should practice business ethics with the Company. If any violation of this term; it will be a breach of the agreement and the vendor will be removed from the website immediately.
5. The Vendor shall only be answerable for any dispute that may be raised by the customer in relation to the goods, merchandise, and services provided by the Vendor.

7.Intellectual Property Rights

1. The Company shall solely have all rights in any intellectual property created by the Company under these Terms & Conditions, including material, designs, graphics created and/or developed by the Company.
2. Subject to the provision of contained herein, the Company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.

8.Limitation of Liability

               In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Company’s total liability (including for its indemnity obligations), whether in contract, tort or otherwise, arising out of or in connection with the Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by the Company in the preceding 6 months under the Vendor Agreement.

9.Termination

Either Party in accordance with the following may terminate the Vendor Agreement:

1. Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non-breaching Party, the non-breaching Party shall be free to terminate the Vendor Agreement forthwith;
2. If a party's failure to perform its obligation amounts to a fundamental non-performance, the other party may terminate the contr.
3. The Company may (a) forthwith terminate the Vendor Agreement where the Company reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the Company and/or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) month’s notice in writing to the Vendor.
4. Post-termination, the company shall cease listing all the product information and shall vacate the vendor from their allotted space on the website. The company shall not endorse vendor information on account termination of the agreement.

10.Electronic Execution

            These Terms & Conditions are being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely because these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed at Thiruvananthapuram.

11.Governing Law and Jurisdiction

                 These Terms and Conditions together with the Vendor Agreement shall be read and construed in accordance with the laws of India. All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of Courts at Thiruvananthapuram, Kerala.