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This Market Place Agreement(“Agreement”) is entered on 8th October 2015 (the Effective Date)
By And Between
SellerName , a Company/ProprietorshipFirm/Partnership Firm (here in after referred to as “Seller”/ “Merchant” whichexpression shall, unless it be repugnant to the context or meaning thereof, bedeemed to mean and include all its successors and permitted assigns of theFIRST PART.;
Green Stone, an existing company under the provisions of Companies Act,1956, having its registered office at 3,Kaushalpuri, Bharwara, Gomtinagar,Lucknow 226010 (hereinafter referred to as, Bestadda which expression shall,unless it be repugnant to the context or meaning thereof, be deemed to mean andinclude all its successors and permitted assigns of the SECOND PART.
Seller/Merchant and Bestadda may bereferred to as the Party individually and as the Parties collectively, as thecontext may require.
Bestadda owns and operates an online market place on the website located at the URL www.bestadda.com, mobile application, Bestadda WAP (collectively referred to as Platform) which acts as an online platform for different sellers to sell their Products and for different buyers to access variety of to purchase the Products offered by sellers;
Seller being desirous of using the Bestadda Platform as to offer and sell Seller’s Products (defined below) to the users of the Platform and have completed Bestadda’s Seller Registration Form to enroll as a registered seller on the Platform; and
As part of the registration process, Seller state that Seller have completed the registration form and provided other relevant details as required by Bestadda. Seller represent that Seller, in Seller’s individual capacity and/or as an authorized representative of the entity (i.e., is eligible to legally bind the said entity) registering as a seller on the Platform, is competent to contract, is at least eighteen (18) years of age, is of sound mind and is not disabled by any Law in India from entering into this Agreement.
Seller also represent that the Seller has provided to Bestadda Seller’s information such as name, contact details, email address, account details, PAN No., Sales Tax Registration/declaration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date and shall keep the same updated during the subsistence of this Agreement.
Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Seller’s Seller Panel. Seller agree to (a) immediately notify Bestadda of any unauthorized use of Seller’s account information or any other breach of security, and (b) ensure to log out from the Seller Panel at the end of each session. Bestadda cannot and will not be liable for any loss or damage arising from Seller’s failure to comply with this Section. Seller may be held liable for losses incurred by Bestadda or any other user of, or visitor to, the Platform due to authorized or unauthorized use of Seller Panel as a result of Seller’s failure in keeping the Seller Panel and the account information secure, absolute, correct and confidential.
Seller agrees that as a registered Seller of the Platform, Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.
Bestadda reserves the right to determine the Sellers who may sell on the Platform. Bestadda also reserves the right to suspend access to registered Sellers to the Platform and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons thereto. Bestadda also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.
PURCHASE AND DELIVERY OF THE PRODUCT
Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance of all applicable laws including but not limited to the Legal Metrology Act.
Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Platform, Seller agrees to refund any amounts that Seller may have received from the Buyer.
Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Platform. Bestadda shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfillment of orders.
Seller shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However Bestadda may from time to time as may be applicable provide for any product not allowed to be sold through Bestadda Platform (Annexure 1) in addition to the category of product prohibited for sale in India under any law for the time being in force. Bestadda shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Platform and/or terminate this Agreement forthwith.
When a Buyer elects to purchase a Product through the Platform, Bestadda shall receive the order for the Product on behalf of the Seller only in the capacity of an online marketplace. Seller understands, agrees and acknowledges that Bestadda is an intermediary which facilitates the online transaction of sale of Products between the Seller and Buyer and that there is privity of contract between the Buyer and Bestadda; Bestadda shall be a bipartite transaction between the Seller and Buyer and Bestadda shall not be a party to the same.
For all orders placed on the Platform, payments shall be collected by Bestadda on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. Seller hereby authorize Bestadda to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Platform. Seller also agrees and acknowledges that the payment facility provided by Bestadda is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions through the Platform. Further, by providing the payment facility, Bestadda is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform.
On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.
Bestadda shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by Bestadda from time to time and dispatch the Product(s) to the Buyer.
Seller shall ensure that the purchased Product is dispatched to the Buyer, within Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.
The default fulfillment model provided by Bestadda for the delivery of purchased Products to the Buyers is the Bestadda LMD (Last Mile Delivery) Model as detailed herein below. Bestadda may, at its discretion, introduce other Fulfillment models other than those listed in this Clause, at any time in the future. On introduction of such other Fulfillment models, Bestadda may, at its discretion, offer these options to all or select Sellers.
The four (4) ways are detailed below for the Sellers information.
Seller will be responsible for packaging and shipping the right Product and right quantity to the Buyer via courier through Bestadda courier network. Bestadda will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Seller’s pick up center or warehouses.
In order to expedite collection and dispatch of the Products, a designated Courier Partner shall first collect all such ordered Products in packaged shipments from Seller and consolidate them at a designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers on behalf of the Seller by the Courier Partners assigned by Bestadda;
“Fulfillment Centers” – Seller may keep the Products in the Fulfillment Centre along with a detailed inventory of the same, Fulfillment Centers shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller or on behalf of the Seller from time to time and in accordance with the directions of the Seller; or
“Self Shipping”- Seller will be responsible for packaging and shipping the Product to the Buyer via any courier service identified and approved by Bestadda.
Seller shall keep Bestadda informed promptly on any information that shall impact the delivery of a Product to the Buyer.
NON-DELIVERY OR RETURN OF PRODUCTS
Non delivery/return of the Product due to fault of the Seller Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then Bestadda shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Bestadda and Bestadda shall be entitled to recover from Seller - Bestadda Marketplace Fees, Courier Charges, Payment Collection Fees, Fulfillment Charges (if applicable) and Seller Proceeds (where Bestadda has remitted the Seller Proceeds to the Seller)
Non delivery/return of the Product due to any other reason Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Seller, then Bestadda shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. Upon confirmation of return of Product back to Seller in appropriate condition, Bestadda is entitled to recover any proceeds paid to Seller for that Product.
Parties agree and acknowledge that Bestadda shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Bestadda under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.
In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email to Bestadda informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. In such events, Bestadda at its discretion might cancel such orders and mark them under Seller cancellation.
Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.
The Seller hereby agrees and acknowledges that it shall be liable to pay 50% of the Bestadda Fees due towards Bestadda if the Seller cancels the order within the Shipment SLA and shall be liable to pay 100% Bestadda Fees due towards Bestadda if the Seller cancels the order after Shipment SLA and Bestadda shall be entitled to recover the same from the Seller.
Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform.
Bestadda shall have the right to amend the Bestadda Fees percentage applicable to any Product as provided in the Commercial Term Segment, with notice of the same to Seller by way of an email and/or a notification on the Seller Panel detailing such modifications/ amendments/ revisions to the Bestadda Fees. It shall be the Seller’s responsibility to review the emails / notifications by Bestadda from time to time. Seller’s continued use of Seller Panel (including any updated information in Seller Panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the Bestadda Fees shall be deemed as acceptance of such modifications/ amendments/ revisions.
Bestadda reserves the right to run promotions and offers including without limitations providing benefits/discounts on the List price to the Buyer on the Platform on various Products. Similarly, Seller may provide a discount / offer on the Products. Notwithstanding the above, the Selling Price of all Products offered on the Platform shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Bestadda either through the online system, i.e., the payment gateway offered by Bestadda on the Platform, or by way of cash on delivery.
Seller will be responsible for payment of all applicable taxes including sales tax and VAT.
Seller agrees and acknowledges that Seller will pay Bestadda, the Bestadda Marketplace Fees, Courier Fees, Payment Collection Fees, Fulfillment Centre Charges, any other fees, and applicable service taxes on it, as provided in Commercial Term Segment, for all the orders received through Bestadda.
Bestadda shall release the payment of the Seller Proceeds to the Seller within seven days from date of confirmation of delivery of Product to the Buyer, after deducting Bestadda Fees, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable Fees and applicable taxes, as per the Commercial Term Segment.
Seller agrees that Bestadda shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other transactions.
It is stated that all Commercial Terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render Bestadda liable or responsible for the non-delivery of the Products listed on the Platform or for any other reason whatsoever.
In the event, Seller chooses to avail of the Shipment through Bestadda’s enabling courier partners: If both the dead weight and the volumetric weight of the product are less than 5KG, logistics charges of Rs. 45 per 500gram + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher. If the dead weight or volumetric weight of the product is equal to or more than 5KG, surface logistics charges of Rs. 20 per KG + Service Tax would be applicable on dead weight or volumetric weight whichever is higher. In case of reverse pickup, the Seller shall be charged Reverse Logistics charges at the rate of Rs. 60 per 500gram + Service Tax on dead weight or volumetric weight, whichever is higher in case the weight is less than 5 KG and Rs. 27 per KG + Service Tax would be applicable on dead weight or volumetric weight, whichever is higher in case the weight is higher than 5 KG. This will be in addition to the forward logistics charges charged for these orders.
OBLIGATIONS OF THE SELLER
Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platform’s Customer service purposes.
During the Term, Seller shall appoint a representative, who shall be Bestadda’s point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, VAT etc.
In case order is not marked RETURN DELIVERED,make sure to raise a query within 30 days of item getting marked as RETURN PICKED
· In case of cancelled orders, please raise an issue within 30 days ofcancellation if you have not received the product
· All returned shipments should be accepted at the time of delivery. Ifnot satisfied with the outer packaging of returned product, mention anynecessary remarks on the Proof of Delivery (POD) - along with your signatureand stamp of the firm
· If Return Shipment is rejected twice by you (Seller), then Paytm willnot be liable to pay against that shipment and has the rights to liquidate theshipment
· In any case, no POD request will be entertain after 30 Days of ordergetting marked as RETURN DELIVERED / RETURNED
· Keep the high-valued damaged shipment (Selling price greater than Rs.5,000) for 60 Days for insurance purpose
· Provide 360 Degreeimages and Image of IMEI/MODEL NO/SERIAL NO in case ofElectrical/Electronic/Automotive items along with attached QA FORMAT (Audit)while raising a ticket for Damaged/Empty/Wrong/Tampered/Partial, etc. productat merchant helpdesk
Disclaimer: Product Color May Slightly Vary Due to Photographic Lighting Sources or Your Monitor Settings & Color Will Be Send As Per Availability.