terms and conditions

The platform is owned by SNDH INFOSOLUTIONS PRIVATE LIMITED a company incorporated under Companies Act,

1956 with its registered office at L-47, Near Banthnal Math, Jule Solapur, Solapur 413004

  1. WHEREAS; the company is engaged in the business of creating and developing e- commerce portal for the purpose of the Vendor to sell, market and trade their products to the customers online.

  1. WHEREAS; the company has proposed to expand their business all over India and for this purpose with this agreement appoint Vendor; and

  1. WHEREAS; Vendor is desirous of selling their products and goods and is in agreement of the same with the company; and

  1. WHEREAS; the company, after having considered the proposal of the Vendor, has agreed to appoint the Vendor as its Vendor on the terms and conditions as contained in this agreement.

  1. Wherefore, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

Clause 1. Definitions: In this Agreement, the following words and expressions are used in the following senses, unless a contrary intention appears from the context. The definitions in this Section as used herein shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

  1.               ‘Agreement refers the Vendor agreement and shall be referred to as the agreement.

    1. Products’ mean products manufactured, marketed and traded by Vendor and shall be referred to as products.

Clause 2. Term:

The Term of this Agreement shall be ( ) years and thus the liability will be terminated in accordance with this Agreement and upon the expiry of the other to be given not less than ninety (90) days prior to the date of the expiration of the Term or any Term the contract shall automatically renew without further documentation or agreements being necessary for successive terms of the same duration, unless either party wishes to terminate upon written notice to successive term.

Clause 3. Appointment:

The appointment of Vendor shall be on non–exclusive basis and the company reserves unconditional right to appoint as many Vendor within the area it deems fit.

Clause 4. Products:

4.1. This agreement shall be in respect of Terms and Conditions of the usage of the web portal for e-commerce for the Products marketed and traded by the Vendor

4.2 . The Vendor shall not sell any product which has expired its validity period as mentioned in the label. Any attempt to do so shall be responsible for all consequential claims/losses as per prevailing kind.

Clause 5. Price :

5.1 The Company shall not be responsible for the MRP and applicable tax of the products which will be trade by the vendor, and in case of any dispute, the Company shall not be responsible for any loss incurred by the Vendor.

5.2 The Company shall have the right to modify the cost of the upgradation of the web portal at any time for the smooth functioning of the e-commerce facilities. The Vendor agree that the Company shall not be held responsible for any loss/damage caused due to revision in prices by the Company on account of fluctuation in the cost of cost/excise duties and other levies as well as other factors influencing the cost of upgradation in the facilities provided to the e-commerce portal.

Clause 6. Sales Promotion:

6.1. The Vendor shall employ commercially reasonable efforts consistent with company standards for the purpose of selling the products.

6.2 The Vendor agrees that any expenses done to promote the sale of products shall be the sole responsibility of the Vendor.

6.3 The Vendor shall ensure that no misrepresentation is made by himself/themselves or his/their agents/employees with regard to the nature, quality and the method of use and/ or the manner and time of usage of the Products under the title of the Company to any party concerned or the purchasers of the products. The Vendor shall be solely responsible to apprise himself, his agents/ employees and also the purchasers of the Product about the correct information with regard to their nature, quality, the method of use and/or the manner and time of usage, as is given on the

packaging of the products. The Vendor’s failure to do so result in losses to any party then the Company shall not be liable for the same.

Clause 7. Trade Margins:

Clause 8. Rights and duties of the Company

  1. The Company certifies that the Vendor shall not have the right to sub-let the services provided to him to any third party, or interested parties or other vendor, or any other manufacturer/ producer/ company.

    1. The Company shall not disclose any part of the present agreement or any other supplementary documents that are confidential in nature.

  1. The Company shall inform the Vendor. of any action or omission on part of its representatives or any other person which may cause harm to the commercial and financial interests of the Vendor or its consumers.

  1. The Company shall not be held liable for delay of shipment, if any occurs.

  1. The Company shall respect the commercial and financial interest of the Vendor and shall carry out his activities in good faith and with regard to the interests of the Vendor..

  1. The Company holds the right to pursue for any claim that arises due to the breach of contract on the part of the Vendor.

Clause 9. Rights and Duties of the Vendor :

  1. Vendor shall retain the right of withholding the right of Vendorship if a dispute or breach has been committed by the Company.

    1. Vendor shall grant the credit to the retailers, operators and other sales channel on its own exclusive risk.

  1. Vendor shall bear any cost relating to insurance with regard of this Agreement.

  1. The Vendor shall observe the contract in good faith and shall give due regards to the reasonable requests and rights of the company.

  1. The Vendor shall not disclose any part of the present agreement or any other supplementary documents that are confidential in nature.

  1. The Vendor shall place utmost efforts in binding the Agreements in good faith and shall not disclose any trade secrets, clauses of the

present agreements to any third party, interested party, or rival parties.

Clause 10: Warranties:

General Warranties: Each Party warrants to the other that:

  1. It has authority to enter and perform its obligations under this Agreement; and

  1. It has the ability to perform its obligations under this Agreement.

    1. The information provided to the Company in relation to the subject matter of this Agreement before its entry into this Agreement is true and correct.

    1. That the Vendor will not enter into any agreement on behalf of the company.

    1. That the Vendor will have to pay required working capital and resources as mentioned above before entering into this contract.

Clause 11. Scope of Liability and Indemnity:

11.1 Company shall indemnify and save harmless the Vendor, its assigns and licensees from and against any and all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of the Company’s breach of any representation and warranty.

11.2 Company’s Indemnity: The Company with at all times indemnify and keep indemnified the Vendor and its employees and agents from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of:

  1. Any breach of this agreement by the Company;

  1. Any breach of the warranties stated above in warranties clause ; and

  1. Any infringement or alleged infringement of the rights, including the Intellectual Property Rights of any person occurring by the use of the Products in accordance with this Agreement.

11.2. Vendor’s Indemnity: The Vendor will at all times indemnify and keep indemnified the Company its officers, employees and agents from and against any loss (including reasonable legal cost and expenses) or liability incurred by any of those indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss or liability arose out of:

    1. Any use of the products by the Vendor otherwise than in accordance with this Agreement; and

    1. Any other breach of this Agreement by the Vendor.

  1. 11.3. Exclusion of Liability:

  1. The Company acknowledges and accepts that, to the extent permitted by law, the Vendor will be under no liability to the Company whatsoever, whether in:

  1. Contract or tort (including, without limitation, negligence);

  1. Breach of statute; or

  1. Any other legal or equitable obligation, in respect of any loss or damage.

  1. The loss or damage including loss of profit or savings, however caused, which may be:

  1. Suffered or incurred or which may arise directly or indirectly in respect of any infringement by any end user or other person of the Intellectual Property Rights of the Company or any other right of the Company in or in relation to the Products; or

  1. Which may be caused directly or indirectly by any act or omission of any End user or any other person who may access the products, except to the extent that the Vendor has knowledge of, authorized or otherwise permitted such infringement, act or omission.

Clause 12: Force Majeure:

  1. Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labour or any other cause beyond the reasonable control of the said party. However, each party must act

reasonably to avoid such circumstances and with an intention to safeguard their interests as well as interests of the other party.

Clause 13: Termination:

  1. Either party may terminate this Agreement upon written notice to the other to be given not less than ninety(90) days notice.

Clause 14: Business and Sales Reporting:

The business and sales reporting shall be done by the Vendor to the company whenever the company demands it through a written notice.

Clause 15: Guidelines for Sales Promotions:

Guidelines for the sale promotions shall be made by the Vendor with the prior consultation to the company.

Clause 16: Confidentiality:

16.1. Confidential Information: The Vendor acknowledges that the Vendor, its employees or agents, may be given access to Confidential Information of the Company and its product in the course of negotiating or performing this Agreement.

16.2 No Disclosure: The Vendor will keep the Confidential Information confidential and will not disclose it to any third party or use it otherwise than:

  1. For the purposes of this Agreement;

  1. As authorized in writing by the Company;

  1. As required by any law, judicial body or governmental agency, or

  1. By way of disclosure to its professional advisors who have agreed to keep the Confidential information confidential.

16.3. No Unauthorized Copying: The Vendor will not copy any document containing Confidential Information except as necessary in the performance of this Agreement.

16.4. Return of Materials: On termination of this Agreement, the Vendor will return all documents or copies of documents containing information which is, at the date of termination, confidential Information to the Company.

Clause 17: Payment:

Mode of Payment

All the Payments shall be via bank transfers, LC, account payee cheques, cash to authorized the personnel.

17.2 Payment terms

The Vendor shall make the full and complete payment in advance for the 1 Company’s products.

Clause 18. Tax and Levy:

The Vendor shall be liable to pay any other state, central or local taxes and levies such as sales tax, service tax etc., as are applicable at the time of sales or supply of products or may become applicable thereafter in respect of the products supplied or sold hereunder.

Clause 19: Notice:

Notices required or permitted hereunder shall be in writing and in the English language and shall be sent by intentionally recognized courier or by facsimile transmission (with confirming facsimile receipt) addressed to the address of each Party set forth below, or to such other address as such other Party shall have communicated to the other Party in writing. Notice shall be deemed to have been served when received (and in case of a facsimile transmission, provided that a confirming copy is sent to the other party, in accordance with the non-facsimile notice delivery requirements).

Clause 20: Assignment:

The Vendor shall not assign this agreement or any interest in it, nor any of the rights or liabilities without the written permission of the Company.

Clause 21: Dispute Resolution:

If any dispute arising in connection with this Agreement shall be finally settled by one arbitrator appointed with the mutual consent of both the parties in accordance therewith and the arbitration shall take place in Pune, Maharashtra. This Clause shall not prevent either party from obtaining injunctive, or similar relief from the court.

Clause 22. Governing Laws and Jurisdiction:

22.1.Governing Laws: The existence, construction, performance, validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be Governed by the law of India.

22.2. Jurisdiction: The courts of Maharshtra, India will have exclusive jurisdiction to settle any disputes that may arise out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction.

Clause 23: Severability:

In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed to be severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect.

Clause 24: Miscellaneous:

24.1. No waiver of any provisions of this Agreement or default under this Agreement shall affect any of the parties’ rights thereafter to enforce such provisions or to exercise any right to remedy in the event of any default whether or not similar.

24.2. The captions and paragraph headings herein are for convenience only, do not constitute a part of this agreement and are not used in the construction hereof.

Clause 25: Entire Agreement:

This agreement sets forth the entire agreement between the parties hereto with respect to the subject-matter hereof and merges all prior discussions

and negotiations between them. No modifications, amendment, waiver, termination or discharge of this agreement or any provision hereof shall be binding unless confirmed by a written instrument signed by the party against which it is sought to be enforced.