VENDOR AGREEMENT - CROPZEE
This document is an electronic record in terms of Information Technology Act, 2000 including rules made thereunder as applicable and the amended provisions pertaining to the electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record 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 a part of this Vendor Agreement (“Vendor Agreement”) entered into on the __ Day of ____ , 202_(“Effective Date”)
BY AND BETWEEN
———————————————————————————————————————————————————————————————————, “Vendor“whichtermshallwhere the context so admits be deemed to include its successors in interest and permitted assigns of theFIRSTPART
AND
CROPZEE – A Unit of Nitizen ventures (OPC) Private Limited, a company incorporated under the Companies Act, 2013having its office at # 12, ‘’SHREE’’ Nivasa, 1stMain, Naraseeyappa Garden, Mydala Road, Kyathsandra, TUMKUR, Karnataka -571204.India, the “CROPZEE” which term shall where the context so admits be deemed to include its successors in interest and permitted as signs of the SECONDPART.
Vendor and CROPZEE shall hereinafter be individually referred to as “Party” and collectively as “Parties”.
WHEREAS,
- The Terms are incorporated in the Vendor Agreement, executed between the CROPZEE and the Vendor.
- Vendor is inter alia engaged in the business of developing and/or manufacturing and/or selling various goods and related services in the Territory. (“Business”)
- CROPZEE is inter alia in the business of developing and operating e-commerce businesses for independent third party retailers, resellers, manufacturers and providing for those entities / persons CROPZEE’s proprietary technology, order processing capabilities, customer service capabilities, fulfilment capabilities and centralized inventory, invoicing and payment management to enable those entities/ persons to offer e-commerce to their customers and such services include Platform Services (as defined hereunder) and Transaction Support Services (as defined hereunder) (“CROPZEE Business”);
- Vendor has approached CROPZEE to avail CROPZEE Business for the purpose of Vendor’s Business and CROPZEE has agreed to make available CROPZEE Business to Vendor.
- Both CROPZEE and Vendor recognize that overall success of the Platform and trade names of the CROPZEE and its Affiliates depends on the users of the Platform and public in general perceives platform as a trusted online and electronic marketplace to buy and sell goods and services;
- The Parties wish to enter into this Agreement to document and record their mutual understandings andagreements in relation to the terms and conditions on which CROPZEE shall make available CROPZEE Business to Vendor and Vendor shall avail CROPZEE Business;
- These recitals shall form part of the Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES AGREE AS FOLLOWS:
- BACKGROUND:
The domain name cropzee.in a Unit of NITIZEN VENTURES (OPC) Private Limited (hereinafter referred to as “Portal/Website“) is owned by the CROPZEE and operates as an online e-commerce marketplace for the display, advertising and sale of Fashion and lifestyle, FMCG, Electrical and electronic, Grocery, Food product, Organic and local artesian products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the users of the Portal on behalf of the vendors. The CROPZEE shall act as Vendor’s CROPZEE for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
- PRODUCTS:
- The Vendor shall offer its Products to the CROPZEE for the purpose of sale onlyon the Portal including advertising purpose through the Portal. The Vendor shall make its final decision on the Products and their correct quantities to be displayed on the Portal along with the availability.The CROPZEE has and reserves the right to refuse to display, or withdraw from the Portal of any Product on the Portal without notifying the Vendor.
- The Vendor shall exclusively offer the Products for display, advertising and sale certain Products, as specifically agreed in the Vendor Agreement, through the Portal only (“Specified Product Lines”).
- The Products offered for sale by the Vendor are either manufactured or packed by the Vendor or sourced by the Vendor from any trusted third party suppliers. In the event the Vendor purchases the Products from the Supplier and the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products in the format provided by the CROPZEE and enclose to the Vendor Agreement prior signing and immediately when any newitemsare added.
- The vendor is not permitted to list the product without intimation to CROPZEE and sale of items including but not limited to crackers, explosives, illegal or banned chemical and/or fertilizer, medicine, spirit, poison, any harm full things which can affect the human beings or animals and should not send any unlisted products to any customer. In case ifany such instances happen, CROPZEE shall not be held liable instead the Vendor will be held responsible and liable for any legal actions which may arise and further action from CROPZEE and Vendor should pay all the damages which shall happen because of such above mentioned sale to the CROPZEE.
- Concerned Vendor shall be held liable forany and all disputes which shallarise because of sale of any particular product including financial and required legal actions to safeguard the CROPZEE and CROPZEE shall not be held liable for any such disputes and CROPZEE shall only act as the medium to connect to the Complainant and/or Plaintiff and Vendor and/or Respondent in such issues.
- SERVICES TO BE PROVIDED BY THE CROPZEE:
The CROPZEE shall carry out the following functions on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
- Facilitation of Sale of Products through the Portal:
The Vendor authorizes the CROPZEE to, on behalf of the Vendor, provide to Customers / users of the Portal:
- Information and assistance in relation to the listed Products and sales thereof,
- Information in relation to status of the order placed by Customers.
- Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
- The Vendor agrees and undertakes to fully co-operate with the CROPZEE as reasonably required, in connection with any customer-service functions undertaken by the CROPZEE. Such services can be provided by the Vendor.
- The Vendor authorizes the CROPZEE to place;
- The description of the Vendor and each of its Products including brand name of the Product, the price of the Product and any applicable warranty terms on the Portal.
- Vendor rating based on vendor performance and customer reviews.
- Vendor authorizes and acknowledges that the CROPZEE shall offer end of season sale discounts on the Portal, It shall be decided mutually between the Vendor and the CROPZEE from time to time.
- Advertising
- The CROPZEE shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
- The costs of such advertisement shall be borne by the Vendor as mutually agreed between the CROPZEE and the Vendor as per terms of the Vendor Agreement.If both the Vendor and the CROPZEE agree to give the advertisement on a popular TV and/or widely circulated Newspaper, then the advertisement fee can be shared by both the CROPZEE and the Vendor on the agreed terms.
- Quality and Quantity Assurance:
- All the products should comply with CROPZEE’s quality parameters of the time which shall be updating time to time.
- Prior to the advertising of a Product on the Website, the CROPZEE shall carry out a quality assessment of the samples provided by the Vendor.
- Where sample Products do not satisfy the Quality Parameters, the CROPZEE will inform the Vendor and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters.
- If the Products are purchased by the Vendor from Suppliers, then the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters.
- If the Furnished products become unavailable in the stated quantities, the Vendor shall immediately, update the inventory on site as out of stock or unavailable and should update the concerned Customer and CROPZEE immediately.
- Ordering, Packaging and Shipping:
- The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website and after the confirmation of the order by the Customer, the CROPZEE will update the details of the confirmation of the order on the internal portal for communicate to the Vendor and then Vendor shall hereby confirms that upon receiving the confirmation of the order by the Customer in respect of any Product and after such confirmation the Vendor shall pack by using packing material as per 3.3.5.1 to pack the Product and shall shipping as agreed under this Agreement with complying to 3.3.5.1.
- The Vendor shall send the product directly to Customer.
- The CROPZEE shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.
- Invoicing and Collection and Payments:
- The Vendor shall download, print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the CROPZEE. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the CROPZEE’s policy from time to time. The Vendor agrees to book the same in their books against which the CROPZEE will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to the Vendor.
- It is agreed that the Vendors who have opted to bear the freight charges under the Vendor Agreement will be liable to pay the following charges in a way by sending the products to Customer including all shipping parameters and shipping charges which includes the product price, CROPZEE will not pay any freight charges to the Vendor.
- The CROPZEE shall collect the payments from the Customers on behalf of the Vendor and shall settle the same as per CROPZEE’s terms.
- PAYMENT TERMS:
- The Customers shall be given the available choices to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time.
- CROPZEE will generate and provide to the Vendor fortnightly/Monthly reports of the Products that are being delivered, details of the orders, the sale amounts invoiced, sales not delivered and hence return to origin and any returns by the Customer as per the R&R Policy
- It is hereby clarified that CROPZEE shall not be required to provide any other informationto the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the CROPZEE.
- The payment of sale proceeds of the Products by the CROPZEE to the Vendor shall be on a Weekly basis. At the expiry of every Seven (07) calendar days of a weekand/or after expiry of return policy date(each a “relevant week”) (whichever occurs later), the CROPZEE shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant week after deducting there from (i) the CROPZEE’s Margin on the Products sold and delivered to the Customers as agreed in the Vendor Agreement (“Margin”); (ii) any other costs incurred by the CROPZEE in relation to provision of other Services, as agreed under the Vendor Agreement (including without limitation the shipping charges, COD charges, advertisement costs etc.); (iii) any adjustments for any GST and returns received from the Customers within the mentioned acceptable return date from the date of delivery of Products to a Customer; and (iv) all other amounts due and payable by the Vendor to the CROPZEE in accordance with these Terms & Conditions and/or the Vendor Agreement.
- The Margin retained by the CROPZEE shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the CROPZEE 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 CROPZEE within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to pay/reimburse to the CROPZEE such TDS amount. The aforesaid amounts shall be adjusted in the ensuring weekly payment by the CROPZEE to the Vendor.
- RETURN & REFUND:
- The CROPZEE has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.
- The Vendor will be provided with a copy of the R&R Policy or has been given access to the R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to the Vendor.
- The CROPZEE shall prominently display the R&R Policy including the updated one’s time to time on the Portal so that the Customers are aware of the R&R Policy.
- If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the CROPZEE shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the CROPZEE to the Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the CROPZEE to the Vendor up to a period of 1 (One) months from the date of delivery of Products to the Customer.
- LICENSE TO MAKE USE OF INTELLECTUAL PROPERTY
- The Vendor hereby grants to the CROPZEE for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the CROPZEE as contemplated hereunder.
- 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 CROPZEE, 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 CROPZEE prior to display of such Products on the Portal. In the event the CROPZEE receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the CROPZEE shall forward such claim to the Vendor and the Vendor aloneshall be liable to defend such claims and keep the CROPZEE harmless and indemnified against the same. The CROPZEE may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the CROPZEE and the Vendor shall have no objection to the same. The CROPZEE may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
- It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favour of the CROPZEE except the limited license to use the Intellectual Property for the purposes of providing the Services by the CROPZEE.
- 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.
- OBLIGATIONS OF THE VENDOR:
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 CROPZEE fully indemnified in this regard.
- OBLIGATION OF THE CROPZEE:
- CROPZEE 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.
- The CROPZEE shall maintain the proper and valid registration of its domain name in relation to the Website during the Term at its own costs.
- TITLE AND RISK IN RELATION TO THE PRODUCTS:
- No risk or title to the Products shall pass to the CROPZEE at any point of time for any reason whatsoever. The title and risks to 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.
- 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.
- 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:
- The Terms & Conditions shall become effective as 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 (“Term”).
- The Vendor Agreement may be terminated by either Party in accordance with the following:
- Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not settles 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;
- 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.
- The CROPZEE may (a) forthwith terminate the Vendor Agreement where the CROPZEE reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the CROPZEE and / or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) months’ notice in writing to the Vendor.
- After effects of Expiry/Termination: Upon termination of the Vendor Agreement:
- The CROPZEE shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
- 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 honoured 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 CROPZEE for the same.
- The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the CROPZEE under the Vendor Agreement, including any amount refunded by the CROPZEE to the Customer after the termination, which shall be paid by the Vendor to the CROPZEE immediately upon receipt of any demand from the CROPZEE in this regard.
- The CROPZEE 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.
- The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
- Within forty-five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the CROPZEE a “no due certificate”, to the satisfaction of the CROPZEE.
- INTELLECTUAL PROPERTY RIGHTS:
- The CROPZEE shall own all rights in any intellectual property created by the CROPZEE under these Terms & Conditions, including material, designs, graphics created and / or developed by the CROPZEE.
- Subject to the provision contained herein, the CROPZEE owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
- REPRESENTATION AND WARRANTIES OF THE VENDOR:
- The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any and all 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.
- 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 CROPZEE 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 CROPZEE 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.
- 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.
- All the Products are genuine, marketable and of the quality and nature as described by the Vendor to the CROPZEE and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
- 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 CROPZEE.
- The Vendor agrees to advertise the CROPZEE and add the provided link time to time of cropzee.in with text “Find us on cropzee.in” on their website/ blog.
- 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:
- is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, 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;
- Harm minors in any way;
- Infringes any patent, trademark, copyright or other proprietary rights;
- violates any applicable law for the time being in force;
- deceives or misleads the addressee about the origin of such messages;
- 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 CROPZEE’s Website or Portal; or
- Threatens the unity, integrity, defence, 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
- 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 wilful 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 wilful 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.
- 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. CROPZEE’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 CROPZEE in the preceding 6 months under the valid Vendor Agreement.
- 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 300 (Rupees Three Hundred Only) per instance:
- If unable to meet the orders taken after showing the stock, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be per order;
- Returns due to bad/defective product;
- Returns due to wrong size of the products shipped by the Vendor;
- Returns due to delivery of wrong products
- It is hereby acknowledged by the Vendor that out of the penalty amount, INR 200 will be passed on by the CROPZEE 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 100 shall be retained by the CROPZEE as costs of marketing/ processing the order.
- GENERAL CLAUSES:
- 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 CROPZEE is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
- These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
- These Terms & Conditions are applicable for all Vendors and may be modified by the CROPZEE 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 CROPZEE.
- 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 CROPZEE.
- 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.
- 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.
- 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.
- 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 fulfilment, 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.
- 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 on the grounds that 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 Tumakuru.
- 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 exclusivejurisdiction of courts at Tumakuru, (Karnataka) India.
(SIGNATURE PAGE AS FOLLOWS)
IN WITNESS WHERE OF THE PARTIES HERE TO HAVE SIGNED THIS AGREEMENT ON THE DATE AS INDICATED BELOW
For and on behalf of CROPZEE
_______________________________________________ Name:
WITNESS: ________________________________________________ Name:Title: Address: | For and on behalf of VENDOR
_______________________________________________ Name:
WITNESS: ________________________________________________ Name:
|
ANNEXURE
Required Documents/Record and Information
Brand Name *:
Display Name *:
First Name *:
Last Name *:
E Mail *:
Telephone No :
Mobile No *:
Fax :
Website :
Address *: —————
City *:
PIN Code *:
State *:
Country *:
User ID *:
Pass Word *:
Image/Photo :
Store Description *:
Shipping Policy *:
Shipping partner *: Courier:
Return Policy *: (No Return or No of Days (5 to 30))
Non Return Items :
Refund Policy*:
GST No *:
Documents to be uploaded:
- GST Certificate
- Trade License
- Bank Pass book Xerox
- Aadhaar Card
- Quality Certificate
- Manufacturer / firm registration copy and its validity
- Distributor/dealership certificate
- Product Picture/ Catalogue
- No objection certificate from Supplier or Sourcing firm
- PAN Card
- Any other relevant documents
Shipping Charges *:
COD Charges *:
PIN CODE *: Upload option of pin code list where vendor can ready to send theProduct.
URL MAP :
Banner :
Logo :
Business place *: Unit/Office/Building image (upload option enable)
Commission *: 0 to 30 (Dropdown)
Payment Cycle : Weekly / 15 Days Once/ Monthly/After expiry of Return policy date.
Bank Name *:
Branch Name *:
Branch No *:
IFSC Code *:
Account Name *:
Account No *:
About Us : Vendor/ Seller can write about their business, Product, Quality, Other things which vendor wish to share with customer.
OFFICE:
CROPZEE
A Unit of – NITIZEN VENTURES (OPC) Private Limited
NITIZEN VENTURES (OPC) Private Limited
12, Shree Nivasa, 1st Main Naraseeyappa Garden,
Mydala Road, Kyathasandra,
Tumakuru, Karnataka
India – 572104
CIN:
CIN: U74999KA2020OPC139042.
Telephone: 08164040892/Mob: 9902998444 / 9880079009
E-mail: cropzee@gmail.com
Website: cropzee.in
VENDOR AGREEMENT - CROPZEE
This document is an electronic record in terms of Information Technology Act, 2000 including rules made thereunder as applicable and the amended provisions pertaining to the electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record 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 a part of this Vendor Agreement (“Vendor Agreement”) entered into on the __ Day of ____ , 202_(“Effective Date”)
BY AND BETWEEN
———————————————————————————————————————————————————————————————————, “Vendor“whichtermshallwhere the context so admits be deemed to include its successors in interest and permitted assigns of theFIRSTPART
AND
CROPZEE – A Unit of Nitizen ventures (OPC) Private Limited, a company incorporated under the Companies Act, 2013having its office at # 12, ‘’SHREE’’ Nivasa, 1stMain, Naraseeyappa Garden, Mydala Road, Kyathsandra, TUMKUR, Karnataka -571204.India, the “CROPZEE” which term shall where the context so admits be deemed to include its successors in interest and permitted as signs of the SECONDPART.
Vendor and CROPZEE shall hereinafter be individually referred to as “Party” and collectively as “Parties”.
WHEREAS,
- The Terms are incorporated in the Vendor Agreement, executed between the CROPZEE and the Vendor.
- Vendor is inter alia engaged in the business of developing and/or manufacturing and/or selling various goods and related services in the Territory. (“Business”)
- CROPZEE is inter alia in the business of developing and operating e-commerce businesses for independent third party retailers, resellers, manufacturers and providing for those entities / persons CROPZEE’s proprietary technology, order processing capabilities, customer service capabilities, fulfilment capabilities and centralized inventory, invoicing and payment management to enable those entities/ persons to offer e-commerce to their customers and such services include Platform Services (as defined hereunder) and Transaction Support Services (as defined hereunder) (“CROPZEE Business”);
- Vendor has approached CROPZEE to avail CROPZEE Business for the purpose of Vendor’s Business and CROPZEE has agreed to make available CROPZEE Business to Vendor.
- Both CROPZEE and Vendor recognize that overall success of the Platform and trade names of the CROPZEE and its Affiliates depends on the users of the Platform and public in general perceives platform as a trusted online and electronic marketplace to buy and sell goods and services;
- The Parties wish to enter into this Agreement to document and record their mutual understandings andagreements in relation to the terms and conditions on which CROPZEE shall make available CROPZEE Business to Vendor and Vendor shall avail CROPZEE Business;
- These recitals shall form part of the Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES AGREE AS FOLLOWS:
- BACKGROUND:
The domain name cropzee.in a Unit of NITIZEN VENTURES (OPC) Private Limited (hereinafter referred to as “Portal/Website“) is owned by the CROPZEE and operates as an online e-commerce marketplace for the display, advertising and sale of Fashion and lifestyle, FMCG, Electrical and electronic, Grocery, Food product, Organic and local artesian products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the users of the Portal on behalf of the vendors. The CROPZEE shall act as Vendor’s CROPZEE for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
- PRODUCTS:
- The Vendor shall offer its Products to the CROPZEE for the purpose of sale onlyon the Portal including advertising purpose through the Portal. The Vendor shall make its final decision on the Products and their correct quantities to be displayed on the Portal along with the availability.The CROPZEE has and reserves the right to refuse to display, or withdraw from the Portal of any Product on the Portal without notifying the Vendor.
- The Vendor shall exclusively offer the Products for display, advertising and sale certain Products, as specifically agreed in the Vendor Agreement, through the Portal only (“Specified Product Lines”).
- The Products offered for sale by the Vendor are either manufactured or packed by the Vendor or sourced by the Vendor from any trusted third party suppliers. In the event the Vendor purchases the Products from the Supplier and the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products in the format provided by the CROPZEE and enclose to the Vendor Agreement prior signing and immediately when any newitemsare added.
- The vendor is not permitted to list the product without intimation to CROPZEE and sale of items including but not limited to crackers, explosives, illegal or banned chemical and/or fertilizer, medicine, spirit, poison, any harm full things which can affect the human beings or animals and should not send any unlisted products to any customer. In case ifany such instances happen, CROPZEE shall not be held liable instead the Vendor will be held responsible and liable for any legal actions which may arise and further action from CROPZEE and Vendor should pay all the damages which shall happen because of such above mentioned sale to the CROPZEE.
- Concerned Vendor shall be held liable forany and all disputes which shallarise because of sale of any particular product including financial and required legal actions to safeguard the CROPZEE and CROPZEE shall not be held liable for any such disputes and CROPZEE shall only act as the medium to connect to the Complainant and/or Plaintiff and Vendor and/or Respondent in such issues.
- SERVICES TO BE PROVIDED BY THE CROPZEE:
The CROPZEE shall carry out the following functions on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
- Facilitation of Sale of Products through the Portal:
The Vendor authorizes the CROPZEE to, on behalf of the Vendor, provide to Customers / users of the Portal:
- Information and assistance in relation to the listed Products and sales thereof,
- Information in relation to status of the order placed by Customers.
- Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
- The Vendor agrees and undertakes to fully co-operate with the CROPZEE as reasonably required, in connection with any customer-service functions undertaken by the CROPZEE. Such services can be provided by the Vendor.
- The Vendor authorizes the CROPZEE to place;
- The description of the Vendor and each of its Products including brand name of the Product, the price of the Product and any applicable warranty terms on the Portal.
- Vendor rating based on vendor performance and customer reviews.
- Vendor authorizes and acknowledges that the CROPZEE shall offer end of season sale discounts on the Portal, It shall be decided mutually between the Vendor and the CROPZEE from time to time.
- Advertising
- The CROPZEE shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
- The costs of such advertisement shall be borne by the Vendor as mutually agreed between the CROPZEE and the Vendor as per terms of the Vendor Agreement.If both the Vendor and the CROPZEE agree to give the advertisement on a popular TV and/or widely circulated Newspaper, then the advertisement fee can be shared by both the CROPZEE and the Vendor on the agreed terms.
- Quality and Quantity Assurance:
- All the products should comply with CROPZEE’s quality parameters of the time which shall be updating time to time.
- Prior to the advertising of a Product on the Website, the CROPZEE shall carry out a quality assessment of the samples provided by the Vendor.
- Where sample Products do not satisfy the Quality Parameters, the CROPZEE will inform the Vendor and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters.
- If the Products are purchased by the Vendor from Suppliers, then the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters.
- If the Furnished products become unavailable in the stated quantities, the Vendor shall immediately, update the inventory on site as out of stock or unavailable and should update the concerned Customer and CROPZEE immediately.
- Ordering, Packaging and Shipping:
- The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website and after the confirmation of the order by the Customer, the CROPZEE will update the details of the confirmation of the order on the internal portal for communicate to the Vendor and then Vendor shall hereby confirms that upon receiving the confirmation of the order by the Customer in respect of any Product and after such confirmation the Vendor shall pack by using packing material as per 3.3.5.1 to pack the Product and shall shipping as agreed under this Agreement with complying to 3.3.5.1.
- The Vendor shall send the product directly to Customer.
- The CROPZEE shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.
- Invoicing and Collection and Payments:
- The Vendor shall download, print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the CROPZEE. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the CROPZEE’s policy from time to time. The Vendor agrees to book the same in their books against which the CROPZEE will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to the Vendor.
- It is agreed that the Vendors who have opted to bear the freight charges under the Vendor Agreement will be liable to pay the following charges in a way by sending the products to Customer including all shipping parameters and shipping charges which includes the product price, CROPZEE will not pay any freight charges to the Vendor.
- The CROPZEE shall collect the payments from the Customers on behalf of the Vendor and shall settle the same as per CROPZEE’s terms.
- PAYMENT TERMS:
- The Customers shall be given the available choices to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time.
- CROPZEE will generate and provide to the Vendor fortnightly/Monthly reports of the Products that are being delivered, details of the orders, the sale amounts invoiced, sales not delivered and hence return to origin and any returns by the Customer as per the R&R Policy
- It is hereby clarified that CROPZEE shall not be required to provide any other informationto the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the CROPZEE.
- The payment of sale proceeds of the Products by the CROPZEE to the Vendor shall be on a Weekly basis. At the expiry of every Seven (07) calendar days of a weekand/or after expiry of return policy date(each a “relevant week”) (whichever occurs later), the CROPZEE shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant week after deducting there from (i) the CROPZEE’s Margin on the Products sold and delivered to the Customers as agreed in the Vendor Agreement (“Margin”); (ii) any other costs incurred by the CROPZEE in relation to provision of other Services, as agreed under the Vendor Agreement (including without limitation the shipping charges, COD charges, advertisement costs etc.); (iii) any adjustments for any GST and returns received from the Customers within the mentioned acceptable return date from the date of delivery of Products to a Customer; and (iv) all other amounts due and payable by the Vendor to the CROPZEE in accordance with these Terms & Conditions and/or the Vendor Agreement.
- The Margin retained by the CROPZEE shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the CROPZEE 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 CROPZEE within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to pay/reimburse to the CROPZEE such TDS amount. The aforesaid amounts shall be adjusted in the ensuring weekly payment by the CROPZEE to the Vendor.
- RETURN & REFUND:
- The CROPZEE has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.
- The Vendor will be provided with a copy of the R&R Policy or has been given access to the R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to the Vendor.
- The CROPZEE shall prominently display the R&R Policy including the updated one’s time to time on the Portal so that the Customers are aware of the R&R Policy.
- If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the CROPZEE shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the CROPZEE to the Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the CROPZEE to the Vendor up to a period of 1 (One) months from the date of delivery of Products to the Customer.
- LICENSE TO MAKE USE OF INTELLECTUAL PROPERTY
- The Vendor hereby grants to the CROPZEE for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the CROPZEE as contemplated hereunder.
- 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 CROPZEE, 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 CROPZEE prior to display of such Products on the Portal. In the event the CROPZEE receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the CROPZEE shall forward such claim to the Vendor and the Vendor aloneshall be liable to defend such claims and keep the CROPZEE harmless and indemnified against the same. The CROPZEE may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the CROPZEE and the Vendor shall have no objection to the same. The CROPZEE may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
- It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favour of the CROPZEE except the limited license to use the Intellectual Property for the purposes of providing the Services by the CROPZEE.
- 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.
- OBLIGATIONS OF THE VENDOR:
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 CROPZEE fully indemnified in this regard.
- OBLIGATION OF THE CROPZEE:
- CROPZEE 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.
- The CROPZEE shall maintain the proper and valid registration of its domain name in relation to the Website during the Term at its own costs.
- TITLE AND RISK IN RELATION TO THE PRODUCTS:
- No risk or title to the Products shall pass to the CROPZEE at any point of time for any reason whatsoever. The title and risks to 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.
- 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.
- 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:
- The Terms & Conditions shall become effective as 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 (“Term”).
- The Vendor Agreement may be terminated by either Party in accordance with the following:
- Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not settles 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;
- 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.
- The CROPZEE may (a) forthwith terminate the Vendor Agreement where the CROPZEE reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the CROPZEE and / or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) months’ notice in writing to the Vendor.
- After effects of Expiry/Termination: Upon termination of the Vendor Agreement:
- The CROPZEE shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
- 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 honoured 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 CROPZEE for the same.
- The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the CROPZEE under the Vendor Agreement, including any amount refunded by the CROPZEE to the Customer after the termination, which shall be paid by the Vendor to the CROPZEE immediately upon receipt of any demand from the CROPZEE in this regard.
- The CROPZEE 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.
- The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
- Within forty-five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the CROPZEE a “no due certificate”, to the satisfaction of the CROPZEE.
- INTELLECTUAL PROPERTY RIGHTS:
- The CROPZEE shall own all rights in any intellectual property created by the CROPZEE under these Terms & Conditions, including material, designs, graphics created and / or developed by the CROPZEE.
- Subject to the provision contained herein, the CROPZEE owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
- REPRESENTATION AND WARRANTIES OF THE VENDOR:
- The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any and all 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.
- 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 CROPZEE 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 CROPZEE 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.
- 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.
- All the Products are genuine, marketable and of the quality and nature as described by the Vendor to the CROPZEE and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
- 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 CROPZEE.
- The Vendor agrees to advertise the CROPZEE and add the provided link time to time of cropzee.in with text “Find us on cropzee.in” on their website/ blog.
- 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:
- is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, 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;
- Harm minors in any way;
- Infringes any patent, trademark, copyright or other proprietary rights;
- violates any applicable law for the time being in force;
- deceives or misleads the addressee about the origin of such messages;
- 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 CROPZEE’s Website or Portal; or
- Threatens the unity, integrity, defence, 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
- 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 wilful 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 wilful 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.
- 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. CROPZEE’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 CROPZEE in the preceding 6 months under the valid Vendor Agreement.
- 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 300 (Rupees Three Hundred Only) per instance:
- If unable to meet the orders taken after showing the stock, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be per order;
- Returns due to bad/defective product;
- Returns due to wrong size of the products shipped by the Vendor;
- Returns due to delivery of wrong products
- It is hereby acknowledged by the Vendor that out of the penalty amount, INR 200 will be passed on by the CROPZEE 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 100 shall be retained by the CROPZEE as costs of marketing/ processing the order.
- GENERAL CLAUSES:
- 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 CROPZEE is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
- These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
- These Terms & Conditions are applicable for all Vendors and may be modified by the CROPZEE 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 CROPZEE.
- 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 CROPZEE.
- 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.
- 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.
- 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.
- 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 fulfilment, 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.
- 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 on the grounds that 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 Tumakuru.
- 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 exclusivejurisdiction of courts at Tumakuru, (Karnataka) India.
(SIGNATURE PAGE AS FOLLOWS)
IN WITNESS WHERE OF THE PARTIES HERE TO HAVE SIGNED THIS AGREEMENT ON THE DATE AS INDICATED BELOW
For and on behalf of CROPZEE
_______________________________________________ Name:
WITNESS: ________________________________________________ Name:Title: Address: | For and on behalf of VENDOR
_______________________________________________ Name:
WITNESS: ________________________________________________ Name:
|
ANNEXURE
Required Documents/Record and Information
Brand Name *:
Display Name *:
First Name *:
Last Name *:
E Mail *:
Telephone No :
Mobile No *:
Fax :
Website :
Address *: —————
City *:
PIN Code *:
State *:
Country *:
User ID *:
Pass Word *:
Image/Photo :
Store Description *:
Shipping Policy *:
Shipping partner *: Courier:
Return Policy *: (No Return or No of Days (5 to 30))
Non Return Items :
Refund Policy*:
GST No *:
Documents to be uploaded:
- GST Certificate
- Trade License
- Bank Pass book Xerox
- Aadhaar Card
- Quality Certificate
- Manufacturer / firm registration copy and its validity
- Distributor/dealership certificate
- Product Picture/ Catalogue
- No objection certificate from Supplier or Sourcing firm
- PAN Card
- Any other relevant documents
Shipping Charges *:
COD Charges *:
PIN CODE *: Upload option of pin code list where vendor can ready to send theProduct.
URL MAP :
Banner :
Logo :
Business place *: Unit/Office/Building image (upload option enable)
Commission *: 0 to 30 (Dropdown)
Payment Cycle : Weekly / 15 Days Once/ Monthly/After expiry of Return policy date.
Bank Name *:
Branch Name *:
Branch No *:
IFSC Code *:
Account Name *:
Account No *:
About Us : Vendor/ Seller can write about their business, Product, Quality, Other things which vendor wish to share with customer.
Office:
CROPZEE
A Unit of – NITIZEN VENTURES (OPC) Private Limited
NITIZEN VENTURES (OPC) Private Limited
12, Shree Nivasa,
1st Main Naraseeyappa Garden,
Mydala Road, Kyathasandra,
Tumakuru, Karnataka
India – 572104
CIN: U74999KA2020OPC139042.
Telephone: 08164040892
Mob: 9902998444 / 9880079009
E-mail: cropzee@gmail.com
Website: cropzee.in