E-COMMERCE MARKETPLACE SERVICE OFFERED BY BUYKART PORTAL SHALL MEAN THAT SELLER AGREES WITH BUYKART.COM TO SHOWCASE THEIR PRODUCTS AND SERVICES UNDER FOLLOWING TERMS AND CONDITIONS.
“Buykart.com” means an online platform owned and operated by the Company that enables the shopping transaction between the Vendor and the Customer.
These terms and conditions (the Site Terms) on which products are supplied by you as a Vendor on www.buykart.com or on our mobile application (together defined as the “site”). The owner and operator of the site is BUYKART PORTAL is a civil company registered in the United Arab Emirates (“UAE”) under license number 816622, with its office located in Arenco Building No. 4, Office No. 208, Dubai Investment Park-1, Dubai, UAE (“we”, “our” or “us").
Buykart.com forward the Terms and Conditions that shall govern all the online activities carried out by the Vendor while using the services and technology, “Vendor” and “buykart” shall hereinafter be individually referred to as “Party” and collectively as “Parties”.
- WORDS USED IN THIS AGREEMENT
For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.
” shallmean BUYKART PORTAL.
” shallmean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store (“you”, “customers” and/or “users”).
- “Effective Date
” shallmean the date on which this Agreement is executed.
” shallmean Form for E-commerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement.
” shallmean the body/entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
- “Online Store”shall mean a virtual electronic store created on the Buykart Portal, an online portal for sale of the Vendor’s Products either through the website of the Company or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the product of the Vendor.
” shallmean an order for the purchase of products wherein customer has agreed to purchase the product upon the Terms and Conditions and at the Price specified on the online store of the Vendor.
- “Service charge”shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of product on the online store.
- PROSPECTUS DATA
Prospectus data or information including but not limited to cost, image etc. in the format mutually agreed by the parties in relation to the product provided by Vendor to Buykart.
- “Prospectus Management”
: Theprospectus is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well. Prospectus management shall mean managing the content on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload/manage product information on the website).
- “Encryption”: Encryption means the 3-D secure protocol provided by Visa/ MasterCard
to enhancethe security of internet payments which shall be implemented, and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank wherein the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credits card) and finally the Interoperability Domain (Worldwide Credit Card and support).
- “E-Commerce search engine”: Comprise the internal constituting
of aset of seamlessly integrated applications that manage the operations and the various business workflows including Product and Price Updates, Prospectus Management, Vendor and Delivery Partner Management, Order Processing and Vendor fulfillment called an e-commerce search engine.
- INTELLECTUAL PROPERTY
Buykart Portal has the privilege to and you permit Buykart Portal to utilize, duplicate, appropriate, adjust and reveal to outsiders any substance, trademarks, materials or item pictures that you transfer on the Site (and Vendor warrants that it is qualified to forgive that permit). This license you grant to us is royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of and otherwise commercially or non-commercially exploit in any manner, and all of Vendor’s Materials, and to sublicense these rights to the Affiliates of Buykart Portal ; provided, however, that we will not alter any of Vendor’s trademarks from the form provided by Seller (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Vendor’s removal requests as to specific uses of Vendor’s trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Our Service (as applicable)). Nothing in these
- “Online marketing”: Publicity relating to showcasing the products on e-commerce landing page or store page of the website it as described as digital publicity.
- “Transaction fee”: Stands on margin per transaction charged by e-commerce portal to the Vendor based upon the sale of product on the online store at the rates agreed between the parties (i.e. Margin per transaction charge for Vendor Product sold through BUYKART or any of its Affiliate website.
- “Products”: Mean the products of Vendor uploaded at e-commerce portal. Under this Contract product that may be uploaded to the buykart.com from time to time for distribution/sales.
- “Price”: Shall means the cost at which the products are to be delivered to the buyer inclusive of Shipping charges, applicable taxes if any.
- “Payment Gateway”: The payment gateways are safe methods of payments which are 3D secured Payment Gateway Engine shall mean the integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net banking, Pay by Cheque, Cash on delivery.
- “Software Platform”: Any software or process used to host an application or service. An application platform, for example, consists of hardware, an operating system and coordinating programs that use the instruction set for a processor or microprocessor and thousands of simultaneous transactions can seamlessly integrate with most vendor partners, logistic partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.
- "The URL": Contains the name of the protocol needed to access a resource, as well as a resource name. The first part of a URL identifies what protocol to use as the primary access The second part identifies the IP address or domain name -- and possibly subdomain -- where the resource is located.
- “Cost of logistics”: Shall means the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
- “E-commerce Site”: Means the Websites bearing the URLs buykart.com, and our apps (Android and iOS Apps).
- "Merchant dashboard”: Buykart will provide a panel to the Vendor through which Vendor will upload, create their prospectus for sale and distribute their products through com monitor and update order information received in their panels. Buykart is engaged in the business of online shopping portal for sale and distribution of various products under various categories to the public at large through its website www.buykart.com.
- "Integration of Order tracking or Merchant panel": Merchant or vendor must update the information under a tracking panel once the product dispatch from their warehouse or retail store, this process will help the customer to understand product delivery status.
- "INVOICE AND PAYMENT“: That means vendor generates the bill against the customer order and payment collected by the online portal buykart.com.
- VENDOR ROLES
"For display and sale of their products through buykart.com and Vendor will be responsible for updating/publishing or maintaining such information and will do so using the BUYKART seller panel provided by BUYKART to Vendor. Vendor shall be solely responsible to create and publish and to make live their product prospectus. BUYKART shall not be liable for any prospectus creation, updating, and management of Vendor Products prospectus. During the term of this Contract, the Vendor should agree to be Vendor of BUYKART for the sale and distributions of their product through buykart.com.
- Through the platform provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, delivery timelines, price and such other details for the products to be displayed and offered for sale through the said online store. The Vendor should periodically update the portal, whenever there is a change in detailed specifications like size, color, texture, image, availability etc.
- Vendor shall provide a full, correct, precise and genuine description of the product to enable the customers to make an informed decision.
- Vendor shall confirm not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or infringing upon protected intellectual property rights including yet not constrained to Trademark and copyright of an outsider. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
- At all occasions approach the Internet and its email record to check the status of approved orders,
- Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, and warranties in regard to the products offered for sale through their online store.
- On receipt of the approved order, Vendor will dispatch/convey the items inside a period not surpassing 48 hours or inside the time as indicated in the item description on its online store.
- In regard to the requests for Products set through the Online Store, Vendor shall submit confirmation of dispatch as per the general inclination of Company inside 48 hours of the demand made by Company.
- In the event the products are not accepted by the Customer due to any wrong/ damaged products dispatched, then the same shall be replaced by the Vendor at no additional expense to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
- The Vendor shall dispatch the Products of the same depiction, quality and amount and price as are portrayed and shown on the Online Store and for which the Customer has placed the order.
- The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
- Update the Order status including airway bill number on daily basis.
- The Vendor shall not send any of its promotional or some other data with the Products requested by the client and furthermore, will guarantee that no material or writing is sent which might be unfavorable to the business/business interests of the Company,
- Vendor shall raise an invoice in the name of Buykart Portal. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount exhibited on the online store.
- The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the UAE laws.
- The Vendor shall pass on the legal title, rights, and ownership in the Products sold to the Customer through Buykart Portal.
- n) The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Value added tax etc.
- Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the Vendor.
- The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
- COST UPDATE
Vendor shall be solely responsible for pricing update of their products (including discount and promotion information) on Vendor panel provided by buykart. All the Pricing update shall be done through panel provided by buykart to Vendor and buykart shall not be liable in any circumstances for any pricing update of Vendor Product. Until a new price update by Vendor to their prospectus, Vendor will accept by the earlier price provided.
- Inventory Updates: Vendor shall be solely responsible for inventory updates of their products(including discounts and promotions and information about product discontinuation) from time to time for publishing on the BUYKART All the Pricing or inventory update shall be done through panel provided by BUYKART to Vendor and until a new inventory update is published to E-COMMERCE PORTAL, Vendor will abide by the earlier inventory update. BUYKART shall not be liable in any circumstances for any inventory update of Vendor Product on www.buykart.com
- Product cost: Pricing of the Vendor Product will sole prerogative of Vendor in panel provided by buykart and web selling price of the Product is the sole discretion of buykart
- Product return:The vendor will be responsible for accepting and processing including, pack, and returns of their products if product is not as per the specification, damaged, patron changed etc., and will communicate to customers all necessary information for the return of Products which are sold through com this process handled by the buykart portal and all cost borne by the vendor if vendor mistake by seller (vendor).
- In case of failure of the Vendor to arrange for a reverse pick up within 10 days from the day, customer raises a return request and BUYKART at its sole discretion will refund the entire amount of the product/s or to the customer.
- BUYKART shall have the right to recover such charges from the Vendor.
- In case customer to send the product, package return and incurred the logistic charges, then the same will be refunded to end customer.
- BUYKART TERMS AND CONDITION
- BUYKART shall implement in their marketplace technology through online promotions, website development, e-commerce engine, and payment gateway integration and customer service for successful website operations.
- Products that sold through the com and managing the customer service BUYKART will be responsible. If Vendor sold through buykart.com and its affiliates buykart will be responsible for chargeback claims.
- The company shall also be responsible for processing all refunds for the vendor products sold through BUYKART
- BUYKART shall have the sole right and discretion to decide about the selection and listing of Products on its website buykart.com.
- The software platform, e-commerce engine, and payment gateways will remain the sole property of
- Insurance: Vendor shall at all-time responsible for ensuring the Products and shall take out adequate insurance policies to cover all kind of risks involved. The Vendor shall be responsible for making timely payment of the insurance premiums.
- Invoicing: Seller (vendor) will raise an invoice directly to the buyer (customer) that means order placed by e-commerce portal customer and all ordered successfully fulfilled by the Vendor to end customers and vendor (seller) must print one copy of self-adhesive invoice sticker and
placedon the product box, another copy of the normal invoice to be kept in product box for customer documentation.
- Account detail: Vendor shall provide a copy of VAT Certificate; Trade license copy and Vendor Bank account details / to maintain vendor database for payment settlement.
- BUYKART shall not be liable for any manufacturing defect in the product in any circumstances.
- PAYMENT SETTLEMENT AND RETURNS TO SELLER
7.1. General Details
- Account Holder Name
- Bank Name
- Branch Name
- Account Number
- Nationality (for UAE sellers only)
7.2. Vendor (seller) payment policy: Vendor payment settlement 10-14 days of successful delivery of the product. Taxes on Fees Payable by Vendor: The vendor is responsible for all types of taxes and fees payable exclusive for the sales and service, used and similar taxes which are imposed on him hereunder, it must be an account of the vendor.
7.3. Return Policy: Further from The Date of Delivery of The Product to End Customer, And Vendor Hereby Agrees to Accept the Return of Their Products.
Non-delivered returns Customer initiated returns
All Non-delivered returns from the day of shipping (drop ship) will be returned back to you. As a policy logistics team attempts three deliveries for each shipment post which the item is considered as a non-delivered return.
- Electronics (Within 7-10 Days) & Other Category (Within 10 days).
- No fee will be charged (Commission/ Processing).
- In transit damage from courier will be resolved on dispute-based system case to case basis. For Customer complaints, product returns information will be passed within 7 days from the day of delivery through an integrated system. Complaint items would be returned to you within 14 days of delivery.
For customer returned orders Commission fees and processing fees will be charged on you and this will be consoled in the next payment date.
Customer initiated returns
All Non-delivered returns from the day of shipping (drop ship) will be returned back to you. As a policy logistics team attempts three deliveries for each shipment post which the item is considered as a non-delivered return.
1) Electronics (Within 7-10 Days) & Other Category (Within 10 days).
2) No fee will be charged (Commission/ Processing).
3) In-transit damage from courier will be resolved on dispute-based system case to case basis.
For Customer complaints, product returns information will be passed within 7 days from the day of delivery through an integrated system. Complaint items would be returned to you within 14 days of delivery.
For customer returned orders Commission fees and processing fees will be charged on you and this will be consoled in the next payment date.
Returns / Warranty / Replacement / Exchange
Received a wrong product.
Yes, returns accepted,
The product should not be used.
*All accessories (Tag / Barcode / Warranty-Card / Manual / Package Material) should be in an original state with Invoice.
Product mismatch with discerption and physical item.
Yes, returns accepted within 14 days,
Opened products will be accepted if there is any difference in product description/specification or image displayed.
Received a damaged product.
Yes, returns accepted within 14-20 days,
With prior, a complaint needs to be escalated within 24Hrs after delivery else it will be a void condition.
Electronics & other Categories. Only unbroken original packages including all accessories.
Fashion. Open packaging accepted if the product(s) has original. Tags
Products that have been used, damaged, tampered & missing accessories or serial-no which are not in the same condition at the time or returns.
Any consumable product which has been used or activated.
Products which are classified under hazardous materials and flammable liquids or gases.
Specific categories which including - food & beverages, hygiene, and personal-care products, contact lenses, swimwear, lingerie, socks, household products, hosiery, audio/video games and baby products (e.g. diapers, hygiene tissues, baby feeding products).
7.4. Return Policy: Further from the date of delivery of the product to end customer, and vendor hereby agrees to accept the return of their products up to 14-20 days.
7.5. Non-Delivery of Product: In case if BUYKART receives any complaint from end customer regarding non-delivery of product, then in that case Vendor agreed to provide all the necessary details including proof of delivery, virtual proof of delivery to BUYKART for providing enough reason to prove the authenticity of delivery of such product.
7.6. Fulfilment of Specific Taxes: For avoidance of doubt and notwithstanding anything to the contrary herein, Vendor will indemnify, reimburse and hold BUYKART harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “fulfilment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on BUYKART as a result of inventory, packaging, gift wrap and other materials (b) owned by Vendor and/or (c) sold to customers as contemplated hereunder; and (d) the primary legal obligation of Vendor.
7.7. The vendor is obligated to sell the product at the listed price to end customer who meets the Vendor's terms. By listing an item in a fixed price sale, Vendor represents and warrant to prospective Buyers that Vendor has the right and ability to sell and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
7.8. By entering into this Contract and posting a listing for fixed price sale, Vendor agrees to complete the transaction as described by this Contract. Vendor acknowledges that by not fulfilling these obligations, Vendor action or inaction may be legally actionable.
7.9. Loss or Risk of Ownership: Vendor will bear the risk and will be responsible for all the loss of and/ or damage of Products at all times which are sold through E-COMMERCE PORTAL. Further Vendor will bear the risk and will be responsible for all loss of and/or damage of products at all times which are sold through the website.
7.10. Brand Name Use & Restricted Word Policy: Specific brand name authorized by the original manufacturer to be used for products being sold by Vendor under a listing in the portal. Other than Vendor is not permitted to include company logos or any brand names in their listings certain uses of brand names may also constitute trademark infringement and could expose vendor to legal liability. Further, the following words or phrases in their display names or listings, Vendor shall not be permitted to use
Contravention of this Policy may result in a range of actions, including but not limited to the following:
1. account suspension;
2. listing cancellation;
3. loss of special status;
4. limits on account privileges;
BUYKART may at its sole discretion, amend or modify this list.
7.11. As a vendor, you are ultimately responsible for making sure that selling an item is legal under applicable laws. Before a Vendor lists an item, the Vendor needs to find out if the item can be sold on the website.
Check the Restricted products here.
- REPRESENTATION AND WARRANTIES BY BENEFIT
- Vendor undertakes that the goods/products delivered are defect free, without any encumbrances and there has been no IPR violation of any third party by the Vendor.
- The warranties in relation shall strictly be in accordance with the Vendor warranty policy as applicable to the Product.
- For all Abnormalities’ /any repairs/replace etc. of the product prior / post the delivery of any such product Vendor shall be responsible.
- The vendor is solely responsible for any defect products delivered by the vendor.
- Collection of Payment: On all the Payment Gateway aspects, the identity of BUYKART shall be mentioned. The payment will be collected through its designated payment gateway and shall remain the sole property of
- BUYKART: Shall be responsible for all customer complaints regarding payment gateway issues and system-related errors. All costs and liabilities arising due to the same shall be solely borne by the Vendor. BUYKART shall not be held liable at any point in time during the subsistence of this Contract.
- Assignment: Vendor is forbidden to assign this Contract or any of its rights, order form any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without the BUYKART prior written consent.
- Further Contracts; Consents: Not withstanding that certain provisions of this Contract contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or contract with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party performance of its other obligations under this Contract.
- Non-Exclusivity: Except as expressly provided otherwise in this Contract, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Contract or competitive with the business, products or services of the other Party or its Affiliates.
- Independent Contractors: Contract will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any contract or legally binding commitment or statement on the other behalf or in the other’s name. And it’s a completely independent contract.
- No Beneficiaries or third party: This Contract is not intended to confer and does not confer any right or benefit on any Third Party. This Contract is for and will be enforceable by the Parties only.
Vendor agrees and undertakes to keep up the privacy of the data and client/client information uncovered, produced or made accessible to the Vendor under this Agreement. The said data will not be utilized by the Vendor for any reason other than for the execution of its commitments under this Agreement. Vendor agrees that the unapproved disclosure or utilization of such Information would cause irreparable damage and significant injury, the level of which might be hard to find out. Accordingly, the Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach
Each Party agrees that all terms and conditions of this Contract will be deemed Confidential Information as defined therein. If BUYKART makes available any passwords or password-protected areas of any Website or another service (e.g., in connection with the use of any Management Tools), Vendor will use reasonable precautions to maintain the security of such passwords and password-protected areas. If Vendor becomes aware that any such password or password-protected area has been compromised, it will immediately notify BUYKART of the same via a telephone number or other contact method (e.g., email address) designated by BUYKART for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or another appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
- GOVERNING LAW
This agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of United Arab Emirates as applied in the Emirates of Dubai.
- Press Releases: In the event, BUYKART issues any press release without prior approval of the Vendor with regards to this Contract the same will not be considered as a material breach. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by buykart,Vendor will not make any public disclosures regarding this Contract, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the BUYKART prior written consent.
- Force Majeure:Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) extend the Term of this Contract for a number of days equal to the duration of the affected Parties non-performance (b) terminate this Contract.
- Disputes: Any dispute, claim or controversy arising out of or in connection with this agreement (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this agreement) shall be referred to the party's respective officers for resolution. If any dispute remains unresolved twenty-eight days after being referred to the party's officers, it shall be referred to and finally resolved by arbitration under the Arbitration Rules of DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration, shall be Dubai International Finance Centre. The language to be used in the arbitration shall be in English.
- Waiver: Waiver of any breach of any term or condition of this Contract will not be deemed a waiver of any prior or subsequent discontinuity. No adequacy or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Contract or to exercise any rights or remedies under this Contract or otherwise at Law or in equity will be construed as a waiver or abandonment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Contract must be made in a writing signed by the Party to be charged with the waiver.
- Severability: If any provision of this contract is void or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally interpreted in order to accomplish the purpose and intent of this Contract, and the invalidity or unenforceability of any provision of this Contract in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
- Notices: Except for notices for which an alternative procedure is identified in this Contract, any notice or other communication under this Contract given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Contract will be or be deemed properly given unless sent by registered email with E-COMMERCE PORTAL.
- Survival of provisions: Despite the fact anything contained herein, the provisions of clauses handling with products & contents, rights, and licenses; representations and warranties; indemnification, infringements, claim; governing law and jurisdiction, dispute resolution arbitration; notices and non-solicitation shall survive extinguishment of rights and obligations pursuant to the termination of this contract.
- Non-Solicitation: It is a contract between both target parties to acquire terms and conditions for a certain period. Duration of the contract will be 24 months thereafter or without any prior approval of both parties, not to solicit for employment any employees of either party other than through general solicitation for employment among the public.
- Code of Conduct: Vendor shall comply and ensure that its logistic partner complies (vendor and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. BUYKART reserves the right to blacklist the Vendor or to make Vendor pending if found violating any of the below. The vendor must comply with all applicable laws and regulations (“applicable laws and regulations”). BUYKART has no tolerance for bribery or corruption in any aspect of its business. Buykart's policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. BUYKART is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not involve in, facilitate or permit any form of corruption, bribery, recoil, extortion, swindle or money laundering, whether with respect to public officials or to any other personnel. Parties shall follow strictly with all applicable laws and regulations and with buykart's policy set forth herein.
- The vendor should comply with applicable Laws and regulations related to the patents and copyright trademark and trade secrets. The vendor is responsible to safeguard the Buykart's confidential and propriety information. Vendors have to respect the intellectual property rights of others. This contract includes using commercially reasonable means to safeguard the information technology system on which buykart’s information is accumulated or transmitted. In further, confidential or proprietary information of any other company including the competitors prevailing and customers shall refuse it if any improper access.
- Change in Policy: The E-commerce Portal reserves the right make any changes to the website terms and conditions, disclaimers at any time without giving earlier information to the customers or services users because the site created and control by them. Before accessing to Www.buykart.com, the vendor should bound to understand the Terms and conditions provided by buykart. If the site has been used by the vendor continuously using after any changes made, then it can be considered that revised terms and conditions are accepted by them.
- DISCLAIMER: This disclaimer shall be applicable to any personnel, company, individual or entity who has entered into this vendor contract and other related services provided herein. Regarding the terms and condition’s information contained in these have been provided specifically for the purpose of offering the services mentioned in this vendor contract and the same is acknowledged and duly signed by the vendor. Buykart doesn’t have any method to assess or verify the accuracy of individual's or entities or third party's product and services which afford. According to this contract terms vendor alone shall be held responsible for any profit or loss incurred during the term of this contract vendor further agree and acknowledge.
- Term and Termination: This Contract shall be valid and binding on both the parties until it is terminated by either party by giving 60 days’ prior written notice to the other party without assigning any reason whatsoever for such termination.
BUYKART may terminate this Contract immediately in case of breach of any of the provisions of this Contract by the Vendor if the Vendor does not proceed to cure the breach within ten days after receipt of a written Notice of the breach.
11.14 Termination for Bankruptcy, Insolvency, Winding Up, etc.: Either party may terminate this Contract with immediate effect upon written notice if the other party relinquish its responsibilities under this Contract, becomes bankrupt or insolvent or files any proposal or makes any assignment for the Vendor of creditors, or an order is made for its winding up or a receiver is appointed for substantial part of its property. All outstanding obligations of the parties under the terms of this Contract shall continue to subsist until the same are fulfilled/realized in totality, on termination of this Contract.
Vendor shall indemnify and hold the BUYKART and their successors, directors, shareholders, assigns, subsidiaries, affiliates, and their officers, employees and agents harmless against liability, demand, loss, any material claim, damage, judgment, legal cases, or other obligation or right of action, which may arise as a result of:
- Breach of any provision of this Contract by Vendor;
- Falsifications by Vendor to BUYKART or third Parties,
- Anything abnormalities done or omitted through the negligence or otherwise, default or misconduct of the Vendor or of its officers, directors, employees or agents.
- When the third-party Intellectual Property right is a breach.
Vendor will defend, indemnify and hold harmless BUYKART and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, , damages, judgments costs, losses, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: or (i) Vendor own website or other sales channels, the product's Vendor sell, any content Vendor provide, the advertisement, offer, sale or return of any products Vendor sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Vendor sell or content Vendor provide, or Vendor Taxes or the collection, payment or failure to collect or pay Vendor Taxes. (ii) any actual or alleged breach of Vendor representations, warranties, or obligations, responsibility set forth in this Contract; For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by personnel or entity.
- LIMITATION OF LIABILITY
Buykart will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection to this contract, the inability to use the services or the transaction processing service, or those resulting from any goods or services purchased or obtained or messages received, or transactions entered into through the services. This limitation shall apply regardless of the form of action, whether in contract or tort, including negligence, or any other form of action.
The Company shall offer to the Vendor its facilities for enabling the online sale of the Vendor’s product which shall include hosting and technology, customer support, logistics services (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges and transaction fee as specified under these presents, to the Company for the sale being affected through the Online Store created on the Buykart Portal Shopping website of the Company.
- WARRANTIES, REPRESENTATIONS, AND UNDERTAKINGS OF THE VENDOR
- They have the right and full authority to enter into this Agreement with the Company.
- All their responsibilities under this Agreement are legal, valid and binding obligations enforceable in law.
- There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
- That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all applicable laws, the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
- That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
- That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
- Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
- Vendor shall pay the Company a service charge and transaction fee as specified by the Company on every transaction it enables, and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
- That Vendor shall draw the invoice/bill directly in the name of the Buykart Portal.
- Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.
The vendor should agree with the Return policy of the company. If any of the customers return any of the product delivered to them with the original condition within the applicable return and refund period which was ordered from the vendor, the company will deliver the product to the vendor. The vendor must give a full refund to the relevant customer.
- COMPANY RESERVES THE RIGHTS
- Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Buykart Portal Website. In such an event, the Company reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
- At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms, and conditions of use of Buykart Portal, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End-user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
- The company has the right to do the necessary changes, update, and upgrades without further notice to the Vendor. You are responsible for reviewing any applicable changes.
- CHARGES (DAMAGE CLAIM)
Any charges brought about by the Company for lifting and sending such flawed merchandise/things will be because of the Vendor. The Vendor will make bear such charges to the endless supply of receipt/charge note. No ask for any alteration from future payables to the Vendor from Company will be made in any case, the Company is at its freedom to deduct such sum from future payables of new Orders. Such findings will not be treated as training or potentially point of reference. For evasion of questions it is cleared up that deficient would mean and incorporate yet isn't restricted to the wrong item, harmed item, Spurious things, Illegal things and whatever other inadequacy which the client may bring up. The Vendor, therefore, approves the Company to engage all cases of return of the Product in the common interest of the Vendor and in addition the Customer.
19. COMPANY NOT LIABLE
- The Company on the basis of representation by the Vendor has created the online store of the Vendor on Buykart Portal to enable the Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the contract.
- The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations/ intellectual property rights of any third party. Vendor agrees and acknowledges that.
- Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
- Further, the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
- The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function, and condition manufacturing, and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.
The rights under this agreement Buykart Portal may be exercised as often as necessary. Any waiver by Buykart Portal of any of the provisions of this agreement will not constitute a continuing waiver of that particular provision unless expressly provided by us in writing. Delay in the exercise or non-exercise of any right is not a waiver of that right.
- ENTIRE AGREEMENT
These Site Terms and the reports mentioned to in them (counting some other Agreement Terms) contains the entire agreement between the parties identifying with the agreements, understandings, and exchanges considered by them and supplant every past understanding between the gatherings identifying with these agreements, understandings, and exchanges. With the exception of as required by Applicable Law, no terms will be suggested (regardless of whether by custom, utilization or something else) into these Agreement Terms and the records alluded to in them. Each gathering recognizes that, in consenting to go into these Site Terms and the records alluded to in them (counting some other Service Terms) it has not depended on any express or suggested portrayal, guarantee, security contract or other confirmation (aside from those set out in these Site Terms and the archives alluded to in it).
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by an operation.