EMMWAY operates an online marketplace on the website located at the URL www.emmway.com, mobile application (collectively referred to as “Platform”) which acts as an online platform facilitating different sellers to sell their products and/or services and enabling different buyers to purchase the products and/or services offered by sellers.
Seller is desirous of using the Platform to offer and sell various products of the Seller to the users of the Platform
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
1. Definitions: Unless repugnant to the context or meaning thereof, the capitalized terms defined herein shall have the following meaning:
1.1 "Applicable Law" mean any and all: (a) laws, statutes, constitutions, treaties, rules, regulations, ordinances, codes, guidance, and common law; and (b) all judicial, executive, legislative, administrative or military orders, directives, decrees, injunctions, judgments, permits, agreements, and other legal requirements, in each case, of, with, or adopted or imposed by any governmental authority, now or hereafter in effect and, in each case, as amended from time to time.
1.2 "Buyer"/ "Customer" shall mean any user of the Platform who purchases any products and/or Services of the Seller through the Platform.
1.3 "Catalogue" shall mean details relevant to the sale / purchase of the Products, including the selling price, an informative description of each Product and its contents, by way of text descriptions, graphics, or pictures or videos as provided by the Seller. The seller is supposed to share the information required by the platform for cataloging and shall verify the same on platform whenever the listing is live
1.4 "Confidential Information" shall mean any information shared between the platform and seller and not available to the public otherwise.
1.5 "Courier Fees" shall mean the fees payable to the Platform for availing of the courier services through the Platform’s Courier Partner(s) and shall mean the courier fees as may be provided from time to time.
1.6 "Courier Partner" shall mean the courier platform with whom the Platform have partnered, to enable the sellers to avail their logistic services for couriering / delivering the products purchased by the customers through the platform
1.7 "Force Majeure Event" means an event which is beyond the reasonable control of a Seller, and which make a Seller’s performance of its obligation hereunder impossible or so impractical as reasonable to be considered impossible in the circumstances, and includes, but is not limited to, war, terrorist activities, riots, civil disorder, earthquake, fire, explosion, storm, flood, or other adverse weather conditions, strikes, lockouts or other industrial action, confiscation or other action by government agencies. Force majeure shall not include: (i) any event which is caused by the negligence or intentional action of a Seller or such Seller’s subcontractors, consultants, Agents or employees, nor (ii) any event which a diligent Seller could reasonably have been expected to both (a) take into account at the time this Agreement was entered into; and (b) avoid or overcome in the carrying out of its obligations under this Agreement. Insufficiency of funds or failure to make payments due under this Agreement for any reason whatsoever shall not be considered as a Force Majeure Event.
1.8 "Intellectual Property Rights" or " IPR" include (i) all rights, title, and interest under any statute or under Applicable Law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world; (v) all extensions and renewals thereof; and (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
1.9 "Invoice" shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product and /or Services by a Buyer, through the Platform.
1.10 "List Price" shall mean the price of a Product in INR at which a Product is listed at the Platform by the Seller.
1.11 "Malpractice" shall mean and include but are not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished Products by the Seller to Users/Buyers.
1.12 "Marketplace Fee" shall mean the total charges that Emmway charge the seller for any sale in the platform. This shall include but not limited to payment gateway charges, commission, logistics fee, service taxes etc.
1.13 "Order" shall mean the order placed by the buyer to the Seller through the platform.
1.14 "Packaging Material" shall mean the packaging materials as provided by Emmway for the purpose of secondary packaging of the order that are received
1.15 "Emmway Policies" means the various policies which Emmway may issue and make applicable on the Seller from time to time including Terms of use of the Platform which are applicable to the Seller.
1.16 "Product(s)/Service(s)" shall mean the Product(s) and/or Service(s), made available by the Seller for sale on the Platform.
1.17 Prohibited item(s) are the products and services prohibited by any Applicable Law for the time being in force.
1.18 "Shipment SLA" shall mean SLA for dispatch mentioned on each Product page, and it is the Seller's responsibility to honor Shipment SLA.
1.19 "Transaction" shall mean a bipartite transaction for the sale by the Seller and Customer for the purchase of the Products and/or Services, to be sold through the Platform.
1.20 "Margin" is defined as the agreed value that the platform will payout the seller for any successful delivered order to the customer
1.21 "Seller Cancellation Fee" is defined as the penalty on account of not fulfilling the order after receiving an order for a product or service. If an order is not processed within 72 hours after receiving the order, then the order will be marked as Seller cancellation
2. SELLER REGISTRATION
2.1 Sale in the platform shall be made by sellers who enter into a legally binding contract and have completed the seller registration process as required by the Companies which is true and correct as on date.
2.2 After successful seller registration, commercials will be sent to the registered email ID as provided and the same shall be agreed by the seller before the commencement of operations. Emmway reserve the right to amend the commercials from time to time and will be intimated to the seller’s registered email ID.
2.3 The Companies reserve the right to determine the sellers who may sell on the Platform and to suspend access to registered Sellers to the Platform or to terminate the same, only in accordance with this Agreement without assigning any reasons thereto. The Companies also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.
3. SELLER OBLIGATIONS -
A. For SALE AND DELIVERY OF THE PRODUCT
3.1 The Seller shall share with Platform appropriate information including but not limited to - category of the Product, MRP, list Price, description, how to use, precaution, prescription requirement etc. and confirms and acknowledges that such Catalogue details shall be in compliance with all Applicable Laws and shall be liable for any violation in this regard.
3.2. The Seller shall not sell any prohibited products in case of doing so Emmway shall be entitled to block all such products and shall also have the right to suspend or terminate the Products from the Platform.
3.3 The order shall be placed by the Customer directly to the Seller through the Platform and the product shall be dispatched by the seller to the customer.
3.4 The terms such as guarantees, warranties and after-sales services related to the Products and/or the Services shall be between the Seller and the Buyer alone.
3.5 The Seller shall sell its product to customer; platform shall just act as an enabler for the same.
3.6 Platform shall place orders with the Seller to supply its Product(s) or Service(s) on agreed terms between the Parties based on the requirements.
3.7 All commercial/contractual terms in respect of the Product/Services that are offered on the Platform shall be agreed upon between the Platform and the Seller. The commercial/contractual terms in respect of Product/Services shall include only to the extent of price, shipping costs, payment methods and terms, date, period, and mode of delivery.
3.8 Other terms such after-sales services related to the service/delivery will be taken care of by platform whereas the service related to product will be taken care of by seller.
3.9 The Seller shall at all times ensure full compliance with the applicable provisions of the laws including but not limited to drugs and cosmetics Act; Ayush; Information Technology Act; Legal Metrology Act; FSSAI, the Drugs and Magic Remedies (Objectionable Advertisements) Act, etc.
3.10 Seller hereby acknowledges, agrees and undertakes that he / it will never obliterate, smudge or alter the Maximum Retail Price (MRP) indicated by the manufacturer or packer or the importer. If there is any change in MRP arising due to change in batch of the product or whatsoever be the reason, the seller shall raise with the platform to get the necessary changes done. In case of violation, the Platform at its sole discretion may recover GMV of the concerned product (s), indemnify itself of all losses, damages, legal risks / costs or may decide to impose a penalty as in the agreement and the Platform may further decide to suspend Seller for further business till he/it pays the imposed penalty and or damages and the Platform may also terminate the Agreement in the event of finding second and subsequent such violations on the part of Seller.
3.11 Marketplace Model - The seller will be taking care of warehousing and packaging. The platform shall support with packaging material, pick up logistics and delivery.
3.12 Seller undertakes and confirms that while listing the inventory of the Product, the Seller has physical possession and owns such quantity of product as listed on the platform and further undertakes to fulfill the orders placed by the buyer promptly. In the event of delay in shipment/delivery of Product or seller cancellation of orders due to non-availability of Product, the seller acknowledges that Emmway shall charge the seller cancellation fee to the seller
3.13 In accordance with the GST laws, the Seller shall be solely responsible to issue documents such as E-waybills, delivery challans etc. as required for transportation of Products from one place to another and neither the Platform nor the Courier Partners with whom the Platform as a marketplace has tied up, shall be responsible for any loss arising due to confiscation of goods by governmental agencies on account of lack of proper documentation, misdeclaration etc.
3.14 The payments to sellers will be basis the commercials agreed between Emmway and the seller
B. NON-DELIVERY OR RETURN OF PRODUCTS
3.15 Return of the Product due to fault of the Seller:
a. Where the Product has been returned due to any reason/fault attributable to Seller, then the Platform shall on behalf of the Seller refund to the Buyer the Selling Price and delivery charges if any paid by the customer to purchase the Product and Seller shall be liable to pay the Platform reverse shipping charges as in the commercials
b. Returns due to unsuccessful delivery to Customer or Customer cancellations prior to delivery completion are not charged. The Marketplace fee if any charged shall be returned. These returns are commonly termed as RTO.
c. Seller agrees and acknowledges that the Platform shall be entitled to recover/adjust any outstanding amount due and payable by the Seller to the Platform under this Agreement from any Seller Proceeds payable to Seller and Seller undertakes not to object to such recovery/adjustment.
C. GENERAL OBLIGATIONS OF THE SELLER
3.16 During the Term, the Seller shall appoint a representative, who shall be the Platform’ point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
3.17 Seller shall comply with all applicable laws, including but not limited to Food Safety and Standard Authority of India (FSSAI) and obtain all necessary licenses and permits applicable to them.
3.18 The Seller shall be solely responsible and liable for any complaints and queries of the Buyers with respect to the Products in terms of the details of the same, quality and packaging etc. The same will be communicated to the representative as stated in clause above.
3.19 The Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
3.20 . The Seller Agrees and ensures that the seller shall have appropriate infrastructure to substantiate their genuineness/authenticity of packing the order and when any claims/dispute arise in case of any third party complaints the platform shall ask for such proofs from the sellers. The sellers shall protect and preserve such proofs for at least 30 days from the date of receiving an order
3.21 Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns, refunds, etc.as may be required for audit and regulatory purposes and for the Platform’s Customer service purposes.
3.22 The Seller undertakes and agrees that product Catalogue listing details on Platform shall be true, correct, and duly authorized. If the Seller is found to be involved in any such misrepresentation or illegal activity or malpractices, the Seller acknowledges that the Platform reserves the right to blacklist the seller from selling on Emmway. Dispatching of products by the Seller not as desired by the Customers shall amount to Malpractice under this agreement
3.23 If any information is not provided but required to better represent the Product on the Platform, the Platform shall intimate the Seller about the same and it shall be provided 15 days from the date of such request made by the Platform.
3.24 The Seller undertakes and agrees to dispatch and deliver only those genuine and original products that were ordered by the Platform or its channel partner and not to dispatch any other product of lesser value or any other material which is not ordered. The seller agrees and acknowledges that all costs including attorney’s fee etc for any claim/dispute arising out of this agreement not limited to malpractice initiated by customer/platform/any third party shall be borne completely by the Seller.
3.25 Platform shall be eligible to change the language of the content as required. It shall make sure the meaning of the content shall not change in such case.
3.26 The Seller acknowledges that the Platform have the right to cap the maximum quantity of Product to be sold and listed on the Platform
3.27 . The seller agrees and undertakes that the seller shall not, at any time, purchase more than 25% of your inventory (in terms of annualised value in a financial year), purported to be sold on the Platform or its Group Companies. Group Company shall have the meaning as per the extant Foreign Direct Investment Policy of India. We may require you to provide certification (including auditors certificate) to confirm compliance with this requirement. The Platform does not mandate that any of your Products should be sold exclusively on the Platform. Any written or oral arrangements to the contrary, shall stand unilaterally waived.
4.PAYMENT TERMS
4.1 Registration on the Platform is free. Emmway does not charge any fee for browsing/registering on the Platform. However, before you list a product or service for sale through the Platform, we request you to review our fee policy, which is hereby incorporated by reference into this agreement and shall be communicated to you through an email from sellersupport@emmway.com. Emmway reserves the right to change its fee policy from time to time. In particular, Emmway may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Platform. In such an event, Emmway reserves the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the fee policy shall be communicated to you and such changes shall automatically become effective immediately from the date of communication. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to Emmway. You shall be solely responsible for compliance with all applicable laws for making payments to Emmway.
4.2 The Seller shall receive the payment for the products within 15 business days from the date of dispatch from the seller for the products shipped to customer on below agreed terms: payment shall be done for all orders processed in a week, deductible with cancelled/returned orders or anything for which payment is to be recovered from the seller.
4.3 The Seller will be responsible for payment of all applicable taxes from time to time as notified by the statutory governing authorities including GST, local levies or other charges levied by Central/State/local authorities etc.as per prevailing government rates. For the purpose of this Agreement, GST shall include the Central Goods and Services Tax (CGST), the State Goods and Services Tax (SGST), Union Territory Goods and Services Tax (UTGST) and/or the Integrated Goods and Services Tax (IGST), compensation cess or any other indirect taxes including cess as may be applicable. The Seller hereby agrees to provide the Platform with the respective GST TIN Numbers on which the Platform shall raise the invoices.
4.4 The Seller agrees and acknowledges that the Platform retain the right to deduct tax collected at source “TCS” as per GST law or any other taxes (at the rates prescribed under the Applicable Law), for the Seller with respect to physical goods at net value exclusive of taxes and with respect to services at gross value inclusive of taxes. The Seller shall be responsible for reconciliation of Tax Collected at Source (TCS) with the Platform statements, within the timelines specified by the Platform, or by law, from time to time. In due compliance of its obligations, the Platform may remit, the TCS from the Seller, to the respective Central and State Government/Union Territory. Such remittance is in full discharge of obligations on the part of the Platform. Upon the fulfillment of such obligations, the Platform shall not be responsible for any inability on the part of the Seller, to claim a tax credit of the applicable tax collected from it by the Platform.
4.5 The Seller may be eligible to collect TCS credit basis returns filed by the Seller with the applicable governmental authority. The Platform shall not be responsible for denial of TCS credit to the Seller.
4.6 Seller agrees that the Platform shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other or previous transactions.
4.7 It is the responsibility of the Seller to provide correct Harmonized System Nomenclature Code/Service Accounting Code to the Platform, at the time of listing its Products on the Platform.
4.8 Invoice generation: A seller expressly agrees that issuing correct and complete invoice is the sole and primary responsibility of a seller. We will assist you with this process by generating an invoice on your behalf. The invoice shall then be generated and sent to the seller. The seller shall be required to physically sign the invoice, print the invoice and affix the same on the consignment. The invoice generated by Emmway shall be affixed by the seller on the consignment. Notwithstanding anything else contained in these terms of use, the seller shall be solely liable for any liability which may be imposed by taxation authorities for any discrepancy in the invoices.
4.9 Any seller initiated/sponsored promotion will be recovered from the seller. The same can be deducted from payments to seller.
4.10 The Seller agrees that the transaction price paid by the customer will be remitted to seller contingent upon the following events:
a) Buyer confirms the delivery of products and/or services in the transaction;
b) Buyer does not take any action on payment facility to confirm delivery within such a time period as provided in the policies despite confirmation of dispatch of products and/or services by a seller to the customer;
c) Buyer refund claim is rejected by the Platform due to any breach of the agreement, policies, and any applicable law;
d) remittances to a seller for successful transactions under the payment facility, excluding CoD transactions, would be in compliance with directions issued by the Reserve Bank of India (RBI) for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/200910/231DPSS.CO.PD.No.1102 / 02.14.08/ 200910 dated November 24, 2009 (‘RBI Intermediary Guidelines”). As per the RBI Intermediary Guidelines, payments to sellers which do not involve transfer of funds to nodal banks shall be effected within a maximum of T+2 settlement cycle (where T is defined as the day of intimation regarding the completion of transaction) (“Master Settlement Date”). Completion of the transaction shall be defined as CHART
|
Particulars |
Thresholds (in days) |
|
Order Date to Dispatch Date |
5 |
|
Dispatch Date to Delivered Date |
20 |
|
Return Policy |
30 |
|
Return Request Date to Return Completed Date |
20 |
|
Completion of the transaction (T) 75 days from the date on the date on which the order was placed |
|
5. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS
5.1 The Seller will offer standard manufacturer’s or Seller’s warranty actually associated with the Products. However, the Seller agrees that repair, replacement or 100% (one hundred percent) refund of money will be given to the Customer against any manufacturing defect or damage reported by the Customer. The Seller shall be solely responsible to issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable.
5.2 The Seller undertakes to bear all logistics cost with respect to return/reverse orders due to fault in terms of Product attribute.
5.3 In case the Platform cancels their order for any reason whatsoever before the shipment of order, the Platform will inform Seller to stop the delivery of the said order
5.4 The Platform shall provide the packaging materials to the Seller and the same shall be utilized by the Seller.
5.5 The Seller shall furnish to the Platform Proof of Delivery (“ POD”) Dispatch of order within 24 hours of such request by the Platform. The seller shall protect and preserve the POD for a period of 1 year and submit it to platform whenever asked
5.6 The Platform will ensure that are products are not sold above MRP and the pricing not limited to discounts/offers will be at the discretion of the seller.
5.7. The Platform shall run schemes for the purpose of improving their operational efficiency. The said scheme shall be announced by the platform from time to time. Participation in these schemes is at the discretion of the sellers. The said schemes shall be informed to the seller's prior before the supply/sale of good and only on acceptance the scheme will be applicable
6. REPRESENTATIONS AND WARRANTIES
The Parties hereby represent and warrant to each other as under:
6.1 The Seller represents and warrants that:
a. The Seller has and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.
b. The Seller shall not describe himself/itself as an agent or representative of the Platform or make any representations to any Buyer or any third party or give any warranties.
c. In no case, the Seller shall issue pamphlets or contact the Buyers directly in connection with the Order through the Platform.
d. The Seller agrees to attend to, and resolve, the Buyers queries with regard to the quantity and quality of the products within 3 days from the date of receipt of such queries.
e. The Seller agrees, acknowledges and understands that: The permission granted by the Platform to use the Platform as an online marketplace is on a non-exclusive basis; The Platform reserves the right to deny access to, or revoke such permission to use the Platform at any time and shall have the right to remove the listing of any Product being offered for sale by Seller,
f. Seller hereby provides his consent allowing various banks, payment instrument provider offers cash back on usage of their payment instrument to the buyers for payment of Product / Services.
6.2 The data of the Buyers shall be the exclusive property of the Platform, and Seller will not use the same for Seller’s own purpose or distribute or sale or use such data in any form or means except for the purpose of this Agreement. The Seller also represents that the Seller shall not purchase any Platform’ metatags on the Internet without the prior written consent of the Platform.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All parties agree that all Intellectual Property Rights, belonging to each party as of the Effective Date, are the exclusive property of the respective party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar brands/logos/trademarks of the other party without being specifically authorized in writing by that other party.
7.2 The Seller recognizes and confirms that the Platform has the exclusive right to supervise, allow and reject the contents of the Platform. The Platform shall be liable for contents and images shared, uploaded or displayed on the Platform, provided by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only.
7.3 The Seller hereby grants to the Platform the right to display/delist the Products (as updated or to be updated by Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc.of the Products for marketing/selling through the Platform. It can also use the same on various digital or physical copies to improve the business.
7.4 As per the Terms and Conditions of emmway.com, the Website/App grants access to Users/Customers to view the content solely for visiting, ordering, and communicating only. All materials in this Website/App, including, but not limited to, images, illustrations, text, logos and page headers, that are part of this Website/App are copyrights and/or other intellectual properties owned by EQUINOX MULTIMEDIA PRIVATE LIMITED. All other trademarks not owned by emmway.com that appear on this Website/App are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by emmway.com.
7.5 You hereby agree that you will not reproduce, duplicate or copy the content of emmway.com for any purpose, unless you have been specifically permitted to do so in a separate agreement with this Website/App.
7.6 The Seller acknowledges that the Platform are merely an intermediary with respect to the Products listed on the Platform. However, on receiving written notification of any alleged infringement of third-party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), the Platform may, at their own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice to Seller.
7.7 Trademark complaint
The Platform respects the intellectual property of others. In case you feel that your trademark has been infringed, you can write to Platform at trademark@emmway.com
7.8 Copyright complaint
The Platform respects the intellectual property of others. In case you feel that your work has been copied in any way that constitutes copyright infringement you can write to the Platform at copyright@emmway.com
7.9 Trademark, Copyright and Restriction
The Website is controlled and operated by Emmway and products are sold by respective registered sellers. All material on the Platform, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks and other intellectual property rights. You must not copy, reproduce, republish, upload, post, transmit, or distribute EMMWAY’s or other sellers’ material in any way, including by email or other electronic means and whether, directly or indirectly, you must not assist any other person to do so. Without the prior written consent of the owner, modification or use of the material on any other website/networked computer environment or for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights is prohibited. Any use for which you receive any remuneration, whether money or otherwise, is a commercial use for the purposes of this clause.
8. INDEMNIFICATION
The Seller agrees and undertakes to indemnify and to hold harmless the Platform its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorney’s fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of Applicable Law or regulation (including law governing information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Seller of any Emmway Policies/T&C.(iv) Any fraud, willful default, gross negligence, malpractice and misrepresentation by the Seller, and (v) Any violation of third Intellectual Property Rights (vi) any claim made by Buyers for inaccurate Product availability details that are displayed on the platform due to any negligence / default on the part of Seller (vi) any dispute/ claim under the Consumer Protection Act, 1986 by the buyer.
9. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
Notwithstanding anything contained under this Agreement, any party may terminate this Agreement for convenience On termination of this Agreement:
a. The Platform with immediate effect, block Seller’s access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re-register himself /itself as a Seller on the Platform at any time after such termination, unless the Platform, in its discretion, permits such re-registration.
b. Each party shall return to the other party/ies all the confidential information of the disclosing party and all other properties and materials belonging to such disclosing party. Where the Confidential Information cannot be returned in material form, the receiving party shall destroy all of the disclosing party’s confidential information and shall provide the disclosing party with a certificate of destruction with respect to the same;
9.1 It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
9.2 On the termination of the Agreement, the Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made prior to the date of termination of this Agreement. The Platform shall be entitled to adjust any monies due from Seller to them till the date of termination, from the Seller Proceeds payable to Seller upon termination.
9.3 Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either party may have, arising out of the event which gave rise to the right of termination.
10. GENERAL TERMS
10.1 ARBITRATION In the event that any dispute or difference arises, in connection with the interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, between the Parties, such dispute shall be referred to arbitration and a sole arbitrator shall be appointed by the Platform such arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any re-enactment or modification thereof then in force. The arbitration shall be held in Lucknow, India and the award of the arbitral tribunal shall be final, conclusive and binding upon the Parties.
10.2 DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION:
This Agreement and any disputes arising hereunder shall be determined in accordance with the laws of India. If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the courts of Lucknow, India, shall have exclusive jurisdiction in connection with this Agreement.
10.3 CONFIDENTIALITY: The Parties shall not at any time divulge, or allow to be divulged to any person, any Confidential Information unless the said information comes in public domain without breach by either party, however, no party shall be precluded from disclosing any information to the extent required in the legal proceedings. The Parties agree that they shall not use the Confidential Information for any purpose, other than as may be reasonably necessary for the performance of their duties pursuant to this Agreement, without the other party /ies' prior written consent. The obligations under this Clause shall survive the termination of this Agreement
10.4 COMPLIANCE WITH LAWS: The seller shall comply with all applicable laws, including but not limited to Food Safety and Standard Authority of India (FSSAI) and obtain all necessary licenses and permits applicable to them.
10.5 RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.
10.6 ENTIRE AGREEMENT: This Agreement, including Annexures, Emmway Privacy Policy, Terms & Conditions and Commercials added from time to time, shall constitute the entire and final agreement between Seller and the Platform with respect to the subject matter covered herein.
10.7 SURVIVAL: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive
10.8 SEVERABILITY: If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.
10.9 RECORDS: The Seller agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow the Platform to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to the Seller at least 5 (five) business days’ prior notice.
10.10 COMMUNICATION: Seller gives explicitly consent and allows the Platform to send the messages/ communication on email or mobile from time to time.
