Terms and Conditions for Vendors
This Agreement (“Agreement”) is made and entered into as of the [●] day of [●], 2019 (“Effective Date”) by and between
Fairedge Enterprise Private Limited, a company incorporated under the (Indian) Companies Act, 2013 and having its registered office at 50-A/2 , Kunj Society, Behind Milan Kunj Club, Alkapuri, Vadodara-390007 (hereinafter referred to as “Fairedge” which expression shall unless the context or subject otherwise requires, include its successors and permitted assigns) of the FIRST PART AND [●], an individual and citizen of India, having its residential address at [●] and PAN No. [●] (hereinafter referred to as the “Seller” which expression shall unless the context or subject otherwise requires, include its successors and assigns) of the SECOND PART EOL and the Seller are hereinafter referred to as the “Parties” and severally as the “Party”.
- Fairedge is inter-alia engaged in the business and development of website located at the URL farsankart.com and www.farsankart.in (the “Website”), where any registered legal entity who list, advertise, exhibit, offers to sell, make available, market, sell and deliver the food items including raw/cooked food items, ready-made food items, snacks, sweets, sours, gravies-chutneys, etc. (“Products”) through the Website, after completing onboarding formalities and statutory documents submission and verification, as decided by Fairedge from time to time.
- The Seller is engaged in the business of [●] [Comment: Fairedge may add additional points relating to the Seller.]
- Fairedge is desirous of authorizing the Seller to be a non-exclusive partner for the products that Fairedge is catering to and the Seller has agreed to list its products on the Website, for selling purpose, subject to, the terms and conditions of this Agreement.
- In consideration of the mutual promises contained herein and other good and valuable consideration, the Parties hereby desire to set forth the terms and conditions in this Agreement.
TERMS AND CONDITIONS
1. RELATIONSHIP OF PARTIES AND SCOPE OF WORK
- Fairedge hereby authorizes the Seller to be listed on the Website for listing, selling, packaging and delivering the Products on behalf of Fairedge, on a non-exclusive basis for end customers. The Seller hereby agrees and acknowledges that such authorization and appointment is on a non-exclusive basis and that Fairedge may appoint other sellers to be listed on the Website, selling similar products to end customers.
- The Parties agree that the Seller (i) shall be independent of Fairedge and (ii) shall not be an agent or representative of, or in any way be entitled to act on behalf or in the name of Fairedge.
- Unless agreed upon expressly in this Agreement;
- The Seller agrees and acknowledges that all the services provided by EOL shall be governed by, and in accordance with, the general terms and conditions and or any other written document; and
- The applicable general terms and conditions and or any other written document with the end customer shall apply to all transactions between Fairedge and the Seller or its end customers. In the case of any conflicting terms or conditions between this Agreement and applicable general terms and conditions, the terms of this Agreement shall govern.
2. LISTING AND DUTIES OF THE SELLER
- Fairedge may consider the following criteria for listing of the Seller on the Website:
- The Seller must be a leading entity and should be involved in the food processing industry with considerable experience in the delivery of foods;
- The Seller must be prompt in timely delivery and logistics management;
- The Seller should have all the necessary registrations/certifications to legally carry out its business;
- The Seller should be personally involved with the food processing industry; and
- The Seller should have an excellent market reputation and should not be involved in a dispute regarding any moral turpitude.
- In connection with the listing of Products on the Website, the Seller shall have the following duties:
- To follow all strategical guidelines conveyed by Fairedge, as a fundamental broad view for the betterment of business perspectives for both sides;
- To meet the quality requirements that Fairedge may convey with the Seller from time to time;
- To use only Fairedge approved delivery partners/courier services, to deliver the Products to the end customers;
- To keep records of the consignments delivered to the end customers, keep accounts of the considerations received for the consignments and provide the details of the same as and when Fairedge requires;
- To use only the packaging material that Fairedge has provided and/or approved by Fairedge;
- To not fluctuate the prices of the Products, without prior consultation with Fairedge;
- To adopt highest hygiene standards while manufacturing and packaging of the Products, as required by Fairedge;
- To not get involved and/or list Products on any other competitors of Fairedge, as and when solely decided by Fairedge; and
- To advertise the Products in a specific format and style, as decided by Fairedge.
- All the necessary marketing/promotional activities regarding the Products shall be carried out by Fairedge. In case the Seller is desirous of carrying out any marketing/promotional activities regarding the Products, the Seller is free to do so at its own cost, pursuant to written confirmation by Fairedge.
- All the consignment shall be packed as per Fairedge standards, as and when informed by Fairedge. The Seller is required to use only the packaging material provided by Fairedge, which may be provided by Fairedge to the Seller at a marginal cost. Failure to adhere to Fairedge’s packing standards shall attract a penalty of Rs. 500/- per consignment.
- The Seller is required to dispatch the orders received within the stipulated time, as prescribed by Fairedge. Failure to dispatch the order within stipulated time period shall attract a penalty of Rs. 500/- per consignment.
- In case of a specific demand by the end-customer, the Seller is required to deliver the consignment by “Air” mail/courier.
3. OBLIGATIONS OF THE SELLER
- The Seller shall:
- Make clear, in all dealings with customers and prospective customers, that it is acting on behalf of Fairedge;
- Exercise all the reasonable skill, care, and diligence in providing services to the end-customers;
- Comply with any and all the applicable laws including but not limited to the state laws, and local statutes, rules, regulations, and ordinances relating to the advertisement, sale, and any law relating to food processing industry;
- File all the tax-related forms/returns, including but not limited to returns under the Central Goods and Service Tax Act, 2017, on time as required under the laws and provide copies of the same to Fairedge. The Seller agrees and understands that the customers may avail input credits for the purchases made through the Website and non-filing of the required returns shall adversely affect the customers as well as Fairedge. In case of any default on account of the Seller’s failure to act in accordance with law, and due to such negligent act the customer(s) and/or Fairedge fails to claim available credits, then the Seller shall be liable to compensate the customer(s) and/or Fairedge for the losses occurred, including any penalty and/or interest amount;
- Provide all the details regarding Product’s manufacturing, ingredients, nutrition-requirements, allergy warnings, best before date, etc. to Fairedge and end-customers;
- Provide invoices to the end customers, for the Products purchased;
- Not misrepresent Fairedge to any third party;
- Provide to Fairedge, for prior formal written approval, draft copies of all sales or marketing materials, including press releases, press invitations, catalogs, brochures, pamphlets, or manuals, used by the Seller which otherwise include or relate to the relation between the Parties herein;
- Reasonably participate in all Fairedge-related branding, promotions, and/or campaigns;
- Maintain an active and suitably trained man force and ensure that such force is continually trained with current technological developments relevant to the services;
- Comply with any brand guidelines provided by Fairedge from time to time. Upon the request of Fairedge, the Seller shall use the standard platform, template or another formatting of Fairedge in relation to the content;
- Not participate in any activity which is likely to degrade, as determined by Fairedge in its sole discretion, the reputation or goodwill of Fairedge and its Website;
- Not share any Confidential Information (as defined below) to a third party;
- Seek prior written approval from Fairedge in relation to any proposed uses of copyrighted images or content owned or held by Fairedge; and
- Not use any images to promote the Website, other than those images supplied or otherwise approved by Fairedge.
- The Seller shall provide a copy of the invoice in its own name, which shall be delivered to the end-customers with Products purchased through the Website, which shall have all necessary details as required under the Central Goods and Services Tax Act, 2017 and/or any other applicable law.
4. CONSIDERATION / COMMISSION
- Fairedge shall be paid commission of 21% (twenty-three percentage) of the total value per unit Product(s) sold by the Seller. Fairedge shall have the right to introduce subscription charges and/or commission amount, as and when required, by providing notice to the Seller.
- The payment by Fairedge to the Seller shall be settled within 15 (fifteen) business days, as per the billing cycle and/or any other billing policy adopted by Fairedge.
- The Parties agree that the amounts payable to each other shall be paid by any mutually agreed upon banking channels.
5. LIMITATION OF LIABILITY
- Fairedge shall not be liable for any misrepresentation and/or miscommunication and/or fraudulent act including but not limited to misconduct or negligence, on the Seller’s part, with the end customer.
- In case of any misrepresentation by the Seller, Fairedge shall not be liable for such act and/or any obligation towards any third party.
- Fairedge reserves the right to be compensated by the Seller in case of any loss endured due to misconduct or negligence on the Seller’s part.
- The Seller shall make sure that the Products sold through the Website are meeting the hygiene standards, as prescribed by Fairedge and are safe for human consumption. If and when required, the Seller shall provide all the details regarding manufacturing, ingredients, nutrition-requirements, allergy warnings, best before date, etc. to Fairedge and end-customers.
- For any ill-effect due to the Products sold through the Website, Fairedge shall claim no responsibility. The end-customer may take up the issue with the Seller directly.
6. TERM & TERMINATION
- This Agreement shall commence from the Effective Date and shall continue in effect till terminated in accordance with the terms hereof.
- The Parties may extend the Term by mutual agreement in writing.
- Notwithstanding Clause 6.1 above, any failure by the Seller to perform its duties and/or obligations under this Agreement shall be deemed to be a substantial breach, whereupon this Agreement may be terminated by Fairedge, upon (a) advance written notice of at least 14 (fourteen) days to the Seller, and (b) such breach not being rectified by the Seller within the 14 (fourteen) days notice period provided hereunder.
- Notwithstanding Clause 6.1 above, this Agreement may be terminated by the Seller for its convenience, on 30 (thirty) days written notice to Fairedge.
- Termination or expiry of this Agreement shall not relieve the Seller of any obligation or liability accrued prior to the date of such termination or expiry nor shall expiration or termination of the Agreement relieve the Seller from any liability arising from any breach of this Agreement.
- The Seller shall promptly notify Fairedge of all Confidential Information (as defined below in Clause 11.2) in its possession and in accordance with Fairedge’s instructions, shall promptly deliver to Fairedge all such Confidential Information. Further within 7 (seven) days of termination or expiry of this Agreement, the Seller shall furnish to Fairedge a written notice, certifying that all Confidential Information in its possession under the terms of this Agreement has either been returned to Fairedge or destroyed as per the instructions of Fairedge, and no copies or portions thereof remain in the possession of the Seller and so far as practicable, erase all such Confidential Information from any computer, word-processor or other device containing such information.
- The Seller shall immediately cease to make any representations that it is directly or indirectly associated with or in any way interested in the business of Fairedge.
7. GOVERNMENTAL COMPLIANCE
- The Parties shall comply with all national, state, and local laws, rules, and regulations applicable to its duties and/or obligations under this Agreement.
- The Parties shall furnish to each other any information legitimately required during the term to enable such party to comply with the requirements of any national, state, or local government agency in its use of manpower.
- Each Party represent and warrant to the other Party that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder without the consent of any third party and without breach of any agreements with or obligations to any third
9. NON EXCLUSIVITY
- It is agreed by the Parties hereto that this is not an exclusive Agreement and either of the Parties shall have the right to use or contract for the use of similar Services with the third party.
- Each Party hereby undertakes and agrees to indemnify and keep and hold the other Party harmless from and against all claims, proceedings, damages, losses, actions, costs and expenses arising as a consequence of its wrongful or negligent act or omission or any breach of this Agreement and breach of law.
- The Seller shall not, during or subsequent to the Term of this Agreement, disclose or use Fairedge’s Confidential Information (defined below) for any purpose whatsoever other than the performance of the Services. The Parties agree that the Confidential Information shall remain the sole property of Fairedge.
- For the purposes of this Agreement, the term “Confidential Information” shall include, without limitation, all work product, all information designated by the Parties as confidential, all information or data concerning or related to Party’s products (including the discovery, invention, research, improvement, development, manufacture, or sale thereof), processes, or general business operations (including sales costs, profits, pricing methods, organization, and employee lists), any information which the relevant Party receives from a third party that the said Party is obligated to keep in confidence, and any information obtained through access to any information assets/systems (including computers, networks, voice mail, etc.) which, if not otherwise described above, is of such a nature that a reasonable person would believe it to be confidential or proprietary.
- The Seller acknowledges and agrees that this Agreement does not confer him any right, title or interest in or to the intellectual property rights of Fairedge. All rights in such intellectual property solely rest in Fairedge, including, without limitation the Confidential Information referred above. The Seller further acknowledges that this Agreement does not grant him any license, whether express or implied to use the intellectual property rights of Fairedge in any manner whatsoever.
12. NON-COMPETE & NON-SOLICITATION
- The Seller acknowledges and agrees to, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other person, except on behalf of Fairedge, directly or indirectly, during the Term of Agreement and for a period of 2 (two) years post-termination of this Agreement:
(a) set up, solicit business on behalf of, render any services to, engage in, guarantee any obligations of, extend credit to, or have any ownership interests or other affiliation in, any business or other endeavour, (whether directly or indirectly), which is engaged in a business of a similar nature as the business or competitive with Fairedge;
(b) solicit, render services to or for, or accept from, anyone who is a client or customer of Fairedge (whether present or future), any business of the type performed by Fairedge, or persuade or attempt in any manner to persuade any client or customer of Fairedge to cease to do business or to reduce the amount of business which any such client or customer has customarily done or is reasonably expected to do with Fairedge;
(c) interfere or seek to interfere or take such steps as may interfere with the continuance of supplies to Fairedge (or the terms relating to such supplies) from any suppliers who have been supplying goods or services to Fairedge;
(d) employ as an employee or retain as a consultant any person, firm, corporation or other form of entity who is then or at any time during the 2 (two) year period prior to the date of the purported solicitation was, an employee of Fairedge, persuade or attempt to persuade any employee of EOL, to leave the employment of Fairedge or to become employed as an employee by any other person, firm, corporation or another form of entity.
- The Seller acknowledges and agrees that the type and periods of the restriction imposed in the provisions of this Clause 12 are fair and reasonable and are reasonably required in order to protect and maintain the legitimate business interests and the goodwill associated with the business of Fairedge.
13. APPLICABLE LAW & DISPUTE RESOLUTION
- This Agreement will be governed by and construed in accordance with the laws of India and subject to arbitration, the courts in Vadodara shall have exclusive jurisdiction.
- If any dispute or difference arises between any of the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding any question, including the question as to whether the termination of this Agreement by any Party hereto has been legitimate, the Parties hereto shall endeavor to settle such dispute amicably.
- The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (thirty) days, gives 30 (thirty) days’ notice thereof to the other Party in writing.
- All disputes, differences or claims arising out of or in connection with this Agreement including, any question regarding its existence, validity, construction, performance, termination or alleged violation which is not resolved under shall be resolved by binding arbitration in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996, as amended from time to time, with Vadodara, Gujarat, India, being the venue for such arbitration.
- Neither the rights nor the duties contained herein may be assigned, pledged, delegated, transferred, or subcontracted by a Party in any manner whatsoever, without the prior written consent of the other Party.
- Notices or other communication required or permitted to be given or made hereunder shall be in writing and delivered personally or by registered post acknowledgment due or by internationally recognized courier service or by legible fax addressed to the intended recipient at its address set out below or to such other address or fax number as any Party may from time to time notify to the others:
In the case of notices to Fairedge:
In the case of notices to the Seller:
Any such notice or communication shall be in English and shall, unless the contrary is proved, be deemed to have been served (if given or made fax) on the next following working day in the place of receipt or (if given or made by airmail or courier) 10 (ten) working days after posting. In proving the same, it shall be sufficient to show, in, the case of a letter, that the envelope containing the letter was correctly addressed and handed over by personal delivery or by courier service and, in the case of a fax, that such fax was correctly dispatched to a current fax number of the addressee.
- This Agreement comprises the entire understanding between Fairedge and the Seller with relation to the subject matter herein and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
- No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties to this Agreement.
- The obligations provided for in Clauses 10, 11, 12, 13 and this Clause shall survive the termination of this Agreement.
- No waiver of any provision of this Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent shall be effective only for the purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or partial exercise of a right preclude any exercise of other rights, powers or privileges.
- If any provision of this Agreement is rendered void, illegal or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. Should any provision of this Agreement be or become unenforceable, the Parties to this Agreement shall use reasonable endeavors to agree upon a new provision which shall as nearly as possible have the same commercial effect as the ineffective provision.
- The Parties agree that damages may not be an adequate remedy and the Parties shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party from committing any violation or enforce the performance of the covenants, representations, and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Parties may have at law or in equity, including without limitation a right for damages.
- This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts.
- The stamp duty and registration fees, if any, payable on this Agreement shall be borne and paid by the Parties equally.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on the date hereinabove written.
|SIGNED AND DELIVERED for and on behalf of Fairedge|
|In the Presence of:|
|SIGNED AND DELIVERED for and on behalf of the Seller|
|In the Presence of:|