Seller Terms and Conditions

 This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under 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 form part of the Vendor Agreement (“Vendor agreement”) entered between Kartwalaa, an e-commerce company incorporated under the Partnership Act, 1932 having its registered office at Balaji Nagar, RPGT Road, Hindupur, Andhra Pradesh – 515201, India (“Company”) and you, the Seller/Vendor (“Vendor”). The Terms are incorporated in Vendor Agreement by way of reference and constitutes part of binding Vendor Agreement executed between Company and Seller/Vendor.

1.     Background

The domain name www.kartwalaa.com (hereinafter referred to as “Portal/Website”) is owned by Kartwalaa company and operates as an online e-commerce marketplace for displaying, advertising and sale of products for various vendors to end customers (“Customers”) and provides related services to vendors and to Customers / users of the Portal on behalf of vendors (as the vendor’s service provider). The Company shall act as Vendor’s service provider for providing various services in relation to sale of vendor Products as agreed under Vendor Agreement (“Products”) and the use of Portal for enabling promotion / advertisement of its Products (“Services”)

2.     Products

1. The Vendor/Seller shall offer its Products to Company for the purpose of sale by Vendor/Seller on Portal. Based on market analysis conducted by Company, the Company may make recommendations to Vendors/Sellers from time to time on specific Products and quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by Vendor through Portal. The Vendor shall make its final decision on Products and their quantities to be displayed on Portal on the basis of such recommendations. Notwithstanding the foregoing, company has the right to refuse the display or withdraw of any Product for sale on Portal.
2. The Vendor shall exclusively offer for display, advertising and sale certain Products, as specifically agreed in Vendor Agreement, through Portal only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any other entity to provide any services similar to the Services without first obtaining the prior written approval of Company.
3. Products offered for sale by Vendor are either manufactured by Vendor or are sourced / purchased by Vendor from third party suppliers/manufacturers. In the event Vendor purchases Products from Supplier, the Vendor has to furnish no objection certificate from owner/manufacturer of Products in the format provided by Company and annexed to Vendor Agreement.

 

3.     Services Offered By Company

As part and parcel of Services, Company shall carry out following functions for and on behalf of Vendor.

3.1.  Product Sale Facilitation through Portal:

1. Vendor authorizes Company to (on behalf of Vendor) facilitate Customers/Users of the Portal with:
2. Information and assistance in relation to listed Products and sales.
3. Information in relation to status of order placed by Customers and
4. Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
5. The Vendor agrees and undertakes to fully co-operate with Company as required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by Vendor either on its own or through Suppliers, as the case may be.

• The Vendor authorizes Company to place;

1. A description of Vendor (including but not limited to description of Suppliers, where so directed by the Vendor) and
2. Description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the Portal.
3. Vendor rating based on vendor performance and customer reviews.
4. The Vendor authorizes and acknowledges that the Company shall offer End of Season Sale (EOSS) discounts as required each year. Such discounts shall be borne by both the Parties in the manner agreed in Vendor Agreement.
5. The Vendor authorizes Company to offer certain discounts during the year (other than EOSS). Wherein the discount % and sharing ratio shall be decided mutually between Vendor and Company from time to time

3.2.          Advertising

1. The Company shall advertise / displaying the products, on behalf of Vendor on Portal based on preference opted by Vendor in Vendor Agreement.
2. The costs of such advertisement shall be borne by Vendor as mutually agreed.

• The Company shall inform Vendor regarding the date(s) that have been assigned for photo shoot of Products in relation to display of Products on Portal and advertisements.

1. Prior to Product(s) being displayed / advertised on Portal, Vendor shall, within 2 (two) business days, ensure the availability of Products (the samples of which have satisfied the Quality Parameters as stated above) for servicing customer orders, and provide the stock summary to be uploaded on site (“Stock Statement”).
2. Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately update the inventory on site for such Product(s) or stated quantities thereof becoming unavailable.
3. In case, the Product is being shot by Company and thereafter, the Vendor is unable to make the Product available for display and delivery through the Portal for at-least a period of 6 (six) days, the Vendor shall be liable to pay INR 500 as photography cost per Product.

3.3.          Quality and Quantity Assurance:

1. Prior to advertising of a Product on Portal/Website, the Company shall carry out a quality assessment of samples provided by Vendor for shoot based on relevant quality parameters prescribed by Vendor (“Quality Parameters”).
2. If sample Products do not satisfy Quality Parameters, Company shall inform Vendor as soon as possible and Vendor shall thereafter replace, repair or improve or upgrade all relevant Products so as to make them comply with Quality Parameters. The Vendor shall thereafter provide fresh sample Products to Company out of such replaced, repaired or improved or upgraded Products and the process of assessing quality thereof shall be carried out again.

• Where Products are sourced by Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all relevant Products so as to make them comply with Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on Quality Parameters.

3.4.          Ordering, Packaging and Delivery:

1. The Portal will enable Customers to place orders for Product(s) they wish to purchase on Website.
2. Upon receiving order confirmation from Customer, the Company will update the details of order confirmation to vendor through available mode of communication (further which the Company shall maintain for Vendor).

• Upon receiving the order, vendor is responsible to pack the product/order as prescribed in the vendor agreement and make it available/ready for pickup within 24Hrs. of confirmed order being received from the portal. Packing material & respective collaterals should be used for outermost packaging layer.

1. The Vendor shall ensure to provide all relevant authorizations in favor of the Company to facilitate aforesaid collection/deliveries of relevant Products from Vendor to customers.
2. Before arranging delivery/return of relevant Products to/from Customer, on behalf of Vendor as a service provider, the Company may verify the consignment against the confirmed order placed by the relevant Customer and such other Quality Parameters as may be reasonably required or specifically instructed. Further, it is hereby clarified and Parties agree that by carrying out quality assessment exercise on behalf of the Vendor of Products envisaged as above, the Company is not assuming any liability or responsibility for such exercise or arising in connection therewith.
3. The Company shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in delivery of any Product.

3.5.          Invoicing, Collection and Payments:

1. The Vendor will generate, print and issue an invoice for purchased Product to customers from Vendor portal provided by Company. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the Company’s policy from time to time.
2. Company shall generate and provide fortnightly (2 Weeks) reports of Products that are being delivered from Vendor, which shall contain details of all the orders placed (Delivered and Not Delivered), the sale amounts invoiced, and any returns by Customer as per R&R Policy (as defined below) (“Reports”).
3. It is hereby clarified that Company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the Company.
4. It is agreed that Vendors who have opted to bear freight charges under the Vendor Agreement will be liable to pay following charges:
5. For every order shipped: INR 50 per 500 gms (or any portion thereof) of the weight of product so shipped + INR 50 for any additional 500 gms or part thereof; and
6. For every order returned: INR 50 per 500 gms (or any portion thereof) of the weight of product so returned + INR 50 for any additional 500 gms or part thereof; and
7. As a service provider, company shall collect payments from customers on behalf of vendor. Customers shall be given choice to make payments for their purchase of Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on Portal from time to time.
8. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a “relevant fortnight”), the Company shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from:
   • the Company’s Margin on the Products sold and delivered to the customers as agreed in the Vendor Agreement,
   • Any other costs incurred by the company in relation to provision of other Services, as agreed under the Vendor Agreement (including without limitation the shipping charges, COD charges, advertisement costs etc.)
   • Any adjustments for any RTO and returns received from the Customers within 1 month from the date of delivery of Products to a Customer; and
   • All other amounts due and payable by the Vendor to the Company on accordance with these Terms & Conditions and/or the Vendor Agreement.
9. The Margin retained by the Company shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the Company shall reimburse the TDS amount so deductible on the Margin to the Vendor (if and as agreed in the Vendor Agreement). The Vendor shall issue a TDS certificate to that effect to the Company within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to pay/reimburse to the company such TDS amount. The aforesaid amounts shall be adjusted in the ensuring fortnightly payment by the Company to the Vendor.

4.     Return & Refund

1. The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to sale of Products through Portal.
2. The Vendor has been provided a copy of R&R Policy or has been given access to R&R Policy and Vendor hereby confirms that the terms of R&R Policy are acceptable to Vendor.
3. The Company shall prominently display R&R Policy on Portal, so that Customers are aware of R&R Policy.
4. If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the Company shall make such return or refund solely on behalf of the Vendor as per R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the Company to Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the Company to the Vendor up to a period of 3 (three) months from the date of delivery of Products to the Customer.

 

5.     Intellectual Property Rights (IPR)

 

License to make use of Vendors IPR

1. The Vendor hereby grants to the Company for the Term a royalty free irrevocable license to use its Intellectual Property Right of product for the purposes of providing the services by the Company as contemplated hereunder.
2. In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Company, prior to the display / advertising of such Products on the Portal. A ‘no objection certificate’ in this regard shall also be procured by the Vendor from the Supplier in the format annexed to the Vendor Agreement and the same shall be submitted with the Company prior to display of such Products on the Portal. In the event the Company receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the Company shall forward such claim to the Vendor and the Vendor shall be liable to defend such claims and keep the Company harmless and indemnified against the same. The Company may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the Company and the Vendor shall have no objection to the same. The Company may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
3. It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favor of the Company except the limited license to use the Intellectual Property for the purposes of providing the Services by the Company.
4. The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.

 

Company’s IPR

 

1. The Company shall own 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.

 

6.     Vendor Obligations

 

The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and aftersales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regard.

Representation and Warranties of the Vendor

1. The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.
2. The Vendor has procured all necessary registrations/permits as required under applicable laws for sale of Products through the Portal (including without limitation registration under applicable laws pertaining to sales tax and VAT of the relevant states). The Vendor further represents that the Vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Company shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity obligations of the Vendor contained herein shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
3. The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the Vendor Agreement.
4. All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
5. The Vendor has valid, clear and full rights/entitlement to use the trademarks, designs, copyrights of/related to the Products or its packaging used in connection with display and advertising of the Products by the Company.
6. Further, as per Information Technology (Intermediaries Guidelines) Rules, 2011, the Vendor agrees and undertakes that it shall not provide photographs/images of Products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the Product that:
7. Is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
8. Harm minors in any way;

• Infringes any patent, trademark, copyright or other proprietary rights;

1. Violates any law for the time being in force;
2. Deceives or misleads the addressee about the origin of such messages;
3. Communicates any information which is grossly offensive or menacing in nature;

• Impersonate another person;
• Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Company’s Website or Portal; or

1. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation

7.     Company Obligation

1. Company 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.
2. Company shall maintain proper and valid registration of its domain name in relation to Website during the Term at its own costs.

Title and Risk in relation to the Products

1. No risk or title of Products shall pass to the Company at any point of time for any reason whatsoever. Any such title/risk of products shall be deemed to pass directly from Vendor to Customer or vice-versa.
2. 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 Product(s) shall be of Vendor or its Supplier alone and this provision shall survive the termination of Vendor Agreement together with these Terms & Conditions.

Confidentiality

The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of (i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and (ii) disclosures required by law.

Termination

1. These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms hereof.
2. The Vendor Agreement may be terminated by either Party in accordance with the following:
3. 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;
4. Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Vendor Agreement forthwith.

• Either Party may terminate the Vendor Agreement upon one month’s prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (c) such Party commences any proceeding for relief from its creditors in any court under any insolvency statutes.

1. 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.
2. Consequences of Expiry/Termination:

Upon termination of the Vendor Agreement:

1. The Company shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
2. All orders in relation to the Products of the Vendor that have been received prior to the termination of the Vendor Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of termination hereof, shall be honored and completed, notwithstanding any termination hereof, in accordance with the terms of these Terms & Conditions and the R&R Policy; and the Vendor agrees and undertakes to co-operate with the Company for the same.

• The Vendor shall forthwith without delay, make payment of all outstanding amounts that are due to the Company under the Vendor Agreement, including any amount refunded by the Company to the Customer after the termination, which shall be paid by the Vendor to the Company immediately upon receipt of any demand from the Company in this regard.

1. The Company shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the Vendor in accordance with the terms of this Agreement.
2. The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
3. Within forty five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the Company a “no due certificate”, to the satisfaction of the Company.

8.     Indemnity

 

Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party and the other Party’s officers, directors, employees and agents (collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with the Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any such claims.

9.     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.

10.           Penalty

 

In the event of non-adherence of these Terms & Conditions by the Vendors resulting into the occurrence of either of the following instances shall attract a penalty of INR 500 (Rupees Five Hundred Only) per instance:

1. Inability to meet the orders, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be per order;
2. Returns due to bad/defective product;
3. Returns due to wrong size of the products shipped by the Vendor;
4. Returns due to delivery of wrong products

It is hereby acknowledged by the Vendor that out of the penalty amount, INR 250 will be passed on by the Company to the Customer concerned (or customers in general) as an apology gesture for less than satisfactory shopping experience in case such instances occur and the remaining INR 250 shall be retained by the Company as costs of marketing/ processing the order.

11.           General Clauses

 

1. The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
2. These Terms & Conditions together with Vendor Agreement is complete and binding agreement of the Parties with respect to the subject matter hereof.
3. These Terms & Conditions are applicable for all Vendors and may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company.
4. The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company.
5. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
6. If any provision of these Terms & Conditions is 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 contained herein.
7. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.
8. Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.

12.           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 Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed at Hindupur.

13.           Governing Law and Jurisdiction

 

These Terms and Conditions together with 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 Hindupur, India.