MERCHANT CUM SUPPLIER AGREEMENT

Availing the services offered by the website www.aazacus.com shall mean that the merchant expressly agrees to the following terms and conditions as mentioned herein.

This Merchant cum Supplier Agreement (hereinafter referred to as the “Agreement”) is entered by and between the “Merchant” / “Seller” (you or the entity you are representing) and www.aazacus.com, (hereinafter referred to as “Aazacus”) a website owned by M/s Gopalkrishna Ecommerce Pvt. Ltd. a company incorporated under the provisions of Companies Act, 2013 having its registered office at 608, NRK Biz Park Building, Plot No, 405, Scheme No. 54, Indore (M.P.).

WHEREAS Aazacus is providing e-commerce platform services to enable retailing of various products and services for the consumers in India across various categories through its web portal / URL www.aazacus.com

AND WHEREAS the Merchant is desirous of selling its products to the consumers in India through the web portal of the Aazacus.

AND WHEREAS on the request of the Merchant, the Aazacus hereby allows the Merchant to use its e-commerce portal for selling its product to consumers in India in the manner as stated hereinafter.

NOW THEREFORE in consideration of the foregoing premises and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agrees as follows:

  1. Definitions

    1. Merchant” : Person or entity who desires to sell products online through the web portal www.aazacus.com upon acceptance of the terms and conditions stated herein.

    2. Customer” shall mean any person placing an order for product on www.aazacus.com.

    3. Intellectual Property Right” means any and all trademark, patent, design, copyrights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered.

    4. Payment Gateway” shall mean a gateway for receiving payment from the Customer through Debit Card, or Credit Card, or Internet Banking, or UPI, or Cash on Delivery or through any other means as the Aazacus may deem fit.

    5. Price” shall mean the cost at which the product/s or service/s would be supplied by Merchant to the Customer inclusive of all miscellaneous expenses and taxes, but shall not include shipping charges.

    6. Product” shall mean the product/s or service/s of the Merchant uploaded for sale/ distribution to such product/s or service/s to the customers through the e-commerce platform of Aazacus.

    7. Return Date” shall mean such date from the delivery of the product to the customer by which return the product may be initiated by the customer.

    8. Service Charge” shall mean the margin per transaction charged by Aazacus to the Merchant at the rates agreed to between the parties, upon the sale of product on online store.

    9. Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product to the customer.

    10. Website” shall mean www.aazacus.com

    11. Logistic Partner” shall mean such courier/ postal/ shipping agencies as may be approved by Aazacus.


  1. Scope of Service

Aazacus 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.aazacus.com. Aazacus would provide a separate link through which Merchant will upload, create their catalogue for sale and distribute their products through the website and will monitor and update order information.


  1. Roles and Responsibility of Aazacus

    1. Aazacus shall bring in their technology through website development, online promotions, e-commerce engine and payment gateway integration and customer service for successful operation of website.

    2. Aazacus will be responsible for managing the customer service for only such Products that sold through the www.aazacus.com. The customer services would be provided only till the expiry of return date of the product (as may be specified by Aazacus), beyond the expiry of return date the Merchant alone shall be liable to provide Customer Services.

    3. Aazacus shall also be responsible for processing all refunds for the Merchant products sold through the website.

    4. The software platform; e-commerce engine and payment gateways will remain the sole property of Aazacus.

    5. Aazacus reserves the sole right and discretion to decide about the selection and listing of products on the website.

    6. Aazacus shall not be liable for any manufacturing defect in the product under any circumstances.

    7. Aazacus reserves the right to fix the return date of the product.

    8. Aazacus reserves the right to delete any content from the website if the same is found to be in conflict of any Intellectual Property Right of third person or is in conflict with any law in force.

    9. Aazacus shall credit the amount received in lieu of sale of the product in the bank account of the Merchant within 7 working days from the expiry of return date of the product. Where the products are returned Aazacus would not be liable to credit the amount in the bank account of the Merchant and Aazacus would be entitled to charge such amount from the Merchant as may be specified in Schedule I.


  1. Roles and Responsibility of Merchant

    1. Merchant agrees to be Merchant of Aazacus for the sale and distributions of their product through the website during the term of this Agreement.

    2. Merchant shall be solely responsible to create and publish their product catalogue for display and sale of their products on through the website. The Merchant will be solely responsible for updating / publishing or maintaining such information on the website.

    3. Pricing of the product shall be sole prerogative of the Merchant and the Merchant shall be solely responsible for making any update on the price of the product. Aazacus reserves the right to provide promotional discount, after discussion the same with the Merchant and the cost of promotional discount shall be borne in such proportion as may be determined by the Parties. Aazacus further reserves the right to provide promotional discount without the consent of the Merchant and in such case the cost of promotional discount would be borne by Aazacus.

    4. The Merchant shall be solely responsible for maintaining inventory of the product. The Merchant shall also inform the quantity of product available for sale through the website.

    5. The Merchant shall be solely responsible for quality of the product delivered to end customer. The Merchant shall source, pick, pack and dispatch the products to the applicable addresses of end customer through the logistic partner of Aazacus only. However, the liability of the Merchant would arise only in cases where there is wrong product is shipped; damaged product is shipped; the shelf life of the product has expired and other cases as may be specified by Aazacus.

    6. In case of return of product, the same would be picked up by the logistic partner of Aazacus and delivered to the Merchant. The Merchant shall within 24 hours of receipt of the returned product shall verify the same and inform Aazacus if refund has to been initiated. Where the Merchant fails to inform Aazacus within 24 hours it would be deemed that Refund has to be initiated by Aazacus to the customer.

    7. The Merchant shall pack the product properly and ship the same through the logistic partner of Aazacus. The liability of the Aazacus or logistic partner would be limited to the extent provided in the logistic agreement executed by Aazacus and logistic partner. Aazacus shall not be responsible for any damage to shipment or loss of product over and above the amount specified in the logistic agreement and the Merchant hereby agrees to undertake appropriate steps for insurance of the product, and if not such insurance is taken then the shipment of the product would be at the sole risk of Merchant.

    8. Merchant will raise an invoice directly to the end Customer for all ordered products and will also send a copy of the invoice on the registered e-mail address of the Buyer and Aazacus.

    9. The Merchant hereby expressly agrees not to sell any product which is in violation of any law for the time being in force.

    10. For the purpose of registration at Aazacus, the Merchant shall provide a copy of GST Registration, Municipal Licence (if applicable), PAN Card, Merchant’s Bank Account details or any other requirement as may be requested by Aazacus.

    11. By entering into this Agreement and posting a fixed price, Merchant agree to complete the transaction as described by this Agreement. Merchant acknowledge that by not fulfilling these obligations, Merchant action or inaction may be legally actionable.

    12. The Merchant is not permitted to include any brand names or company logos or any Intellectual Property Rights of a third person in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by Merchant under a particular listing.

    13. The Merchant hereby agrees with the terms and condition of the Payment Gateway firm (which shall remain available on the Website) and Aazacus shall not be liable for any dispute arising out of the services provided by Payment Gateway firm.


  1. Representation and Warranties

    1. Merchant undertakes that the goods/products delivered are defect free, without any encumbrances and there has been no Intellectual Property Right violation of any third party by the Merchant.

    2. For any defect in the products, Merchant shall be solely responsible for the same.

    3. Merchant shall be responsible for all/any repairs/replace etc. of the product prior / post the delivery of any such product.

    4. The warranties in relation shall strictly be in accordance with the Merchant warranty policy as applicable to the Product.


  1. Commercial Term

    1. By availing the services of Aazacus, the Merchant hereby agrees to pay all the service charge specified in “Schedule I”.

    2. Aazacus reserves the right to modify the commercial terms of the Agreement specified in “Schedule I” by giving seven (7) days advance notice to the Merchant. In absence of any communication from the Merchant it would deemed to have accepted the modified commercial terms.

 

  1. Rights and Licenses

    1. Pursuant to this Agreement no right, title or interest of the Merchant is transferred to Aazacus, unless otherwise agreed between the parties in writing.

    2. Pursuant to this Agreement no right, title, interest of the Aazacus is transferred to the Merchant. The Merchant shall not use intellectual property of Aazacus on any its of advertisements, products, or any other material without obtaining prior written consent from Aazacus.

    3. The Customer database generated on the basis of the orders places by the Customers on the website shall become the sole property of Aazacus.


  1. Force Majure

Notwithstanding anything contained in this Agreement neither Aazacus nor the Merchant shall be liable for any inability to fulfil their commitments herein occasioned in whole of, or in part, by force majeure, including, but not restricted to, strike, lockout, fire, breakdown on account of natural calamity, war, on account of any regulation or restrictions imposed by the Government, inability to secure Government authorisation or approval, or any other cause beyond the reasonable control of the parties. Such force majeure occurrence shall be notified to the other party in writing immediately i.e. within fifteen (15) days.


  1. Severability

If any provision/covenant/clause of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permissible by law. Any invalid or unenforceable provision of this Agreement shall be replaced mutually by the parties herein with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.


  1. Indemnity

The Merchant shall defend, indemnify and hold Aazacus and its employees and affiliates, harmless from and against any suits, actions, proceedings, claims, liabilities, losses, damages, costs and expenses, arising directly or indirectly in connection with a violation of any law, regulation, notification or breach of any of its obligations or representations hereunder, by itself or by its officers, employees, agents or permitted assigns.


  1. Confidentiality

    1. The Parties herein expressly agrees that all aspect of the contents of this Agreement shall be treated as confidential and that no information in respect to the content of this Agreement shall be disclosed without the prior written consent of the Aazacus except as necessary to implement this Agreement.

    2. The information protected under this clause may be disclosed to governmental agencies, judicial body, quasi-judicial body, regulatory authorities or any other statutory authority for the purpose of compliance of any statutory obligation.

    3. This clause shall stay into force for a period of one (1) years from the termination of this Agreement, but shall not in any way limit or restrict the Parties to use its own confidential information.


  1. Termination

    1. This Agreement shall be valid and binding on both the parties until it is terminated by either party by giving fifteen (15) days prior written notice (including notice through email) to the other party without assigning any reason whatsoever for such termination.

    2. Aazacus may terminate this Agreement immediately in case of breach of any of the provisions of this Agreement by the Merchant, and the Merchant fails to cure the breach within ten (10) days after receipt of a written Notice of the breach.

    3. This agreement may be terminated with immediately effect by either parties upon written notice to the other Party, where any of the parties herein is adjudicated as insolvent or bankrupt by an appropriate judicial authority. Aazacus shall also be free to terminate this agreement with immediate effect when proceedings are initiated under the Insolvency and Bankruptcy Code against the Merchant.


  1. Governing Law and Dispute Resolution

    1. In case of any dispute or differences arising between parties out of or in relation to the construction, meaning, scope, operation or effect of this Agreement or breach of this Agreement, parties shall make efforts in good faith to amicably resolve such dispute.

    2. If the Dispute cannot be amicable resolved by the parties within thirty (30) days of its occurrence, or such longer time as mutually agreed, such Dispute shall be finally settled by Arbitration conducted under the provisions of the Arbitration & Conciliation Act 1996 by reference to a sole Arbitrator which shall be mutually agreed by the parties. Such arbitration shall be conducted at Indore (M.P.) in English language.

    3. The Arbitration Award shall be final and the judgement thereupon may be entered in any court having jurisdiction over the parties hereto or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The Arbitrator shall have the power to order specific performance of the Agreement. Each party shall bear its own costs of the Arbitration.

    4. It is hereby agreed between the parties that they will continue to perform their respective obligations under this Agreement during the pendency of the Dispute.

    5. All disputes & differences of any kind whatsoever arising out of or in connection with this Agreement shall be subject to the Exclusive Jurisdiction of courts of Indore (M.P.) only.


  1. Amendment of the Agreement

Aazacus reserves the right to modify this Agreement by giving seven (7) days advance notice to the Merchant. Upon change of any of the condition of this Agreement, the Merchant shall be free to terminate the Agreement after fulfilling all the obligations mentioned herein. In absence of any intimation within seven (7) days, the Merchant would be bound to comply with the modified agreement.


Schedule I : Service Charge

Platform Charges – commission fee and other charges

Shipping Charges (including Return Shipping Charges)

Advertisement Charges – Special Display of the product