TERMS OF USE FOR CUSTOMERS

Last updated on 16 February 2024

THIS TERMS OF USE FOR CUSTOMERS (“Agreement” or “Terms”) IS AN ELECTRONIC RECORD IN TERMS OF THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

NOTICE: The purchase of any Products or Services by Company is expressly limited to and governed by these Terms. These Terms are incorporated into and made a material part of any Transaction Document executed with Company. Any acceptance of Company’s Services/Products is expressly limited to acceptance of these Terms. The Company expressly objects to and rejects any additional or different terms or conditions proposed by the Customer. No Customer terms or conditions shall become part of the Parties’ agreement or shall modify these Terms, even if signed by a representative of the Company, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms. By placing/executing/accepting any Transaction Document with or from the Company, issuing an order acknowledgement or confirmation, or commencing to avail Services from the Company under any Transaction Document, the Customer accepts and assents to these Terms. The Customer acknowledges that these Terms shall apply to all purchases by Customer and any of its affiliates.

Welcome to www.zippmat.com (the “Platform”), owned by Zippmat Private Limited, a company incorporated under the Companies Act, 2013 (bearing company identification number U46632MH2021PTC364119) (hereinafter referred to as the “Company” “we” “us” and “our”), having its registered office at 74/II, "C" Cross Road, Opposite Gate No.2, Seepz Andheri East – 400093 Maharashtra.

By placing or executing any Transaction Document with the Company for procuring Products from the Company, the Customer hereby expressly agrees to be bound by the Terms herein. For ease of reference, the link/URL to these Terms are provided to the Customer in the Transaction Document If you do not agree with the Terms mentioned herein, please immediately refrain from availing and/or accessing, the Services from the Company.

The Company reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms at any time with a prior notice to you, whenever possible, may be by email or post a conspicuous notice on the Platform in the event of any revisions to these Terms. You are hereby recommended to keep reviewing and updating yourself of the changes/revisions to the Terms, from time to time. Your continued use/availing of the Services following the posting of changes shall be deemed to mean that you accept and agree to the revisions.

You should read these Terms and access and read all further linked information, if any, referred to in these Terms, as such information contains further terms and conditions that apply to your usage of the Services.

These Terms read with any Transaction Document that you may enter into with the Company shall define our relationship and mutual expectations while you avail the Services. In order to avail the Services, it shall be your responsibility to comply with both these Terms and any other Transaction Document that you may enter into with the Company. In case of conflict between these Terms and such Transaction Document that you may enter into with the Company, the interpretation placed by the Company shall be final and binding on you.

The User and the Company shall collectively be referred to as the “Parties” and individually as a “Party”.

1. DEFINITIONS

1.1. Definitions. Unless otherwise defined in the Terms or the Transaction Document, the following terms when capitalized shall have the meaning set out as follows:

• 1.1.1. Account: means the Customer’s account with the Company on the Platform or otherwise as may be maintained by the Company;
• 1.1.2. Applicable Law/s: means all laws, ordinance, statutes, rules, orders, decrees, judgments, injunctions, licenses, permits, approvals, authorizations, consents, waivers, privileges, agreements and regulations of any Governmental Authority having jurisdiction over the relevant matter as such, and as may be amended, modified, enacted or revoked from time to time hereafter;
• 1.1.3. Business Day: means a day (other than a Saturday, Sunday or a gazetted public holiday) on which commercial banks are open for normal banking business in Bengaluru, India;
• 1.1.4. Carrier: means the third-party transportation agencies used by the Company to transport and deliver the Product to the Customer;
• 1.1.5. Disputed Amount: means any payment made by the Customer to the Company in relation to the Ordered Products supplied or Services rendered by the Company which, in the sole discretion of the Company, is not considered to constitute full consideration as specified in the relevant Transaction Document and/or falls short of the amount invoiced by the Company. The Parties agree to resolve the disputes related to such amounts in accordance with the Dispute Resolution provisions set forth in these Terms and Conditions.
• 1.1.6. Governmental Authority: means any federal, state, local or foreign government, and any political subdivision of any of them; or any agency or instrumentality of any such government or political subdivision; or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law) and any arbitrator, court or tribunal of competent jurisdiction;
• 1.1.7. Ordered Product/s: shall mean such Products that are ordered to be purchased by the Customer by submitting/placing/executing any Transaction Document to or with the Company in accordance with the terms of this Agreement;
• 1.1.8. Person: means any individual, sole proprietor, unincorporated association, unincorporated organization, body corporate, corporation, partnership, limited liability company, joint venture, Governmental Authority, trust or any other entity or organization, as the context may require;
• 1.1.9. Product/s: shall mean the Products offered by the Company for purchase;
• 1.1.10. Relevant Amount: shall mean and include any and all (i) unpaid invoices; (ii) penal charges arising out of delayed payment by the Customer; and (iii) any other cost incurred by the Company due to delay in payment by the Customer;
• 1.1.11. Service(s): shall mean any and all supply services or other ancillary services performed by the Company for the Customer at any time pursuant to a Transaction Document;
• 1.1.12. Taxes: includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority and all other taxes of any kind for which a Party may have any liability imposed by any Governmental Authority, whether disputed or not, including interest or penalties imposed by any Governmental Authority, and any liability for any other Person; and
• 1.1.13. Transaction Document: shall mean and include any and all agreements entered into by the Customer and the Company including the quotations, proposals, purchase orders, invoices, supply agreements or any other document.

2. ACCEPTANCE OF TERMS

2.1. The Customer is required to carefully read these Terms, as it contains the terms and conditions governing the Services. By availing the Services, the Customer is agreeing to these Terms and entering into a legally binding contract with the Company. The Customer may not avail the Services if the Customer does not accept the Terms or is unable to be bound by these Terms.

2.2. The User can accept the Terms by:

• 2.2.1. commencing to avail Services from the Company under any Transaction Document;
• 2.2.2. placing, signing or executing the Transaction Document with the Company; or
• 2.2.3. issuing an order acknowledgement or confirmation of the fee quote of the Company.

3. APPOINTMENT

3.1. Subject to the terms of this Agreement, the Company will supply the Ordered Products to the Customer and the Customer shall purchase such Ordered Products from the Company.

3.2. The Company shall have an independent right to sell the Products to any other customer, for such consideration as the Customer may deem fit. It is expressly understood that the Company may contract and enter into similar arrangements with other customers for sale and supply of the products same or similar to the Products of the Company.

4. CONSIDERATION

All pricing on Transaction Document is final. The Company does not acknowledge any written confirmation with pricing changes until a Transaction Document revision is completed and provided to the Company. Any and all payments and related terms to the payment shall be as per the Transaction Document executed with the Customer. In case of any non-payment by the Customer within the payment period specified under the Transaction Document, the Company shall be entitled to levy an interest at the rates prescribed under the provisions of the Micro, Small and Medium Enterprises Development Act, 2006.

5. ORDERS, DELIVERY AND OTHER COMMERCIAL TERMS

5.1. Purchase Order

5.1.1. Upon the acceptance of the fee quote by the Customer, the Customer shall order Products from the Company by submitting, each time, a written purchase order in the form and format mutually agreed by the Parties identifying the number/quantity and type of Products and any other information required to enable the Company to fulfil such order (“Purchase Order”).

5.1.2. Upon receipt of the Purchase Order by the Company, it shall become a binding agreement between the Company and the Customer, wherein the Customer agrees to purchase Ordered Products set forth on the relevant Purchase Order and the Company agrees to supply Ordered Products for the consideration set forth in the relevant Purchase Order.

5.1.3. If such Purchase Order is rejected for any reason by the Company, the Customer shall submit a new purchase order to order the Products. The Customer acknowledges and agrees that the Company reserves the right to accept or reject an order placed at its sole discretion and further agrees that any such decisions taken by the Company shall be final and binding on the Parties hereto.

5.1.4. The Customer may cancel or amend the Purchase Order only with prior written approval from the Company. Should the Customer intend to either cancel or change a Purchase Order, the Company has the sole discretion to determine if the Company will (1) allow such a cancellation or change; (2) impose a cancellation or change order charge; or (3) declare that Customer has breached the Agreement and terminate the Purchase Order/Agreement immediately. It is hereby clarified that the Company may cancel or amend the Purchase Order even after accepting the Purchase Order and may issue refund of any advance amounts already paid by the Customer, on terms mutually agreed in writing by the Parties, without any further obligations to the Customer.

5.1.5. The Customer acknowledges and agrees that the availability of the Products depends solely on the third-party manufacturing entity(s) and such other Persons and the Products may become unavailable for any reason whatsoever. At no point, shall Company be held responsible or liable for such non-availability of the Products.

5.2. Shipping, Delivery and Return

5.2.1. Upon execution of the Purchase Order, the Company will load and ship the Ordered Products with appropriate shipping documents, and invoice from such shipping location as the Company deems fit within a reasonable period of time.

5.2.2. The Ordered Products shall be delivered to the Customer at the location as mutually agreed between the Parties in writing (“Delivery Location”). The Customer shall be solely responsible to receive the Ordered Products at the Delivery Location and conduct necessary screening process to check the quantity and quality of the Ordered Products at the Delivery Location. If the Customer fails to take delivery of the Ordered Products for any reason, any losses or expenses thereby shall be solely borne by the Customer.

5.2.3. The Customer shall make all arrangements necessary to take possession of the Ordered Product at the Delivery Location and if the Customer is unable to take delivery of the Ordered Product, the Company shall be entitled to charge a reasonable fee for re-delivery.

5.2.4. Delivery of the Ordered Products to the Delivery Location shall be deemed to be a delivery to the Customer.

5.2.5. If the Ordered Product’s quality or quantity is not as per the agreed terms specified in the relevant Purchase Order, the Customer shall notify the Company in writing within 1 (One) day (24 Hours) from the date of delivery of the Ordered Product and make necessary arrangements to either return or take delivery of remaining quantities of the Ordered Products to and from the Company. It is hereby clarified that any request for return or replacement by the Customer shall be placed within 1 (One) day (24 Hours) from the date of delivery, beyond such time Ordered Product shall be deemed to be accepted as accurate and the Company shall not be liable for any request of return or replacement.

5.2.6. Subject to compliance of Clause 5.2.5, upon being satisfied with the reasons of return furnished by the Customer and subject to the compliance of Applicable Laws, the Company may accept such return. In case the return of the Ordered Products is accepted by the Company, the Company shall bear the transportation cost for such return. It is hereby clarified that the Ordered Products taken outside the Delivery Location shall not be eligible for any return.

5.2.7. If the Company is unable to deliver the Ordered Products in the manner indicated herein, the Company will intimate the Customer of the same in writing specifying the reasons for its inability to deliver and make every reasonable effort to avoid late delivery. The Company shall not be held liable in any manner for any costs, expenses, liabilities, claims or any amounts for reasons of any delays in delivery which is (i) attributable to third party delivery partners or Carriers, (ii) due to occurrence of a Force Majeure Event; or (iii) is not attributable to the Company.

5.2.8. Notwithstanding the generality of this Clause 5.2, the Parties hereby agree that the shipping and delivery of the Ordered Products shall be conducted by third party Carrier engaged by the Company for this purpose and as a result of which the Company shall not be liable for any delay in delivery caused by the reasons attributable to such third party Carrier.

5.2.9. The Company shall not be liable for any loss or damage caused by failure to deliver or delay in delivery of the Ordered Product, whether on time or at all. The Carrier is responsible for any loss, damage or failure to deliver the Ordered Products, however, the Company may, at its discretion, agree to replace lost or damaged goods, with the same or similar goods, regardless of the time taken to recover costs from the Carrier.

5.2.10. Time shall in no case be of the essence in respect of the delivery of Ordered Product or the provision of Services. The Company shall not be responsible for any delay in the delivery of the Ordered Product or the provision of Services and the Customer shall not be entitled to cancel Purchase Orders because of any such delay. Dates for delivery of Ordered Product and provision of Services are given in good faith and are not to be treated as a condition of sale or purchase.

5.2.11. It is hereby agreed by the Parties that the Ordered Products once accepted by the Customer, the Company shall not be liable to accept any returns or re-purchase the Ordered Products from the Customer, for any reason whatsoever, provided, however, the Company may re-purchase or accept returns of the Ordered Products for consideration not more than the consideration paid or payable by the Customer with respect to such Ordered Products, at its sole discretion.

5.3. Notwithstanding clause 5.2.5, the Parties agree that if in respect of any Purchase Order, the Company delivers up to and including 10% (Ten Percent) more or less than the quantity or the value of the Ordered Products, the Customer shall not be entitled to reject the Ordered Products (wholly or partially) but a pro rata adjustment shall be made to the future invoices or the existing invoices of the relevant Ordered Products as may be agreed by the Parties in writing.

5.4. Limitations. Notwithstanding anything contained herein to the contrary, the ultimate supply of orders to Customer shall be subject to the right and ability of the Company to make such sales and obtain required licenses and permits from the third-party manufacturing entity or any Governmental Authority under the Applicable Laws.

5.5. Security. Without prejudice to such other rights as the Company may have, the Company reserves the right to request from the Customer such financial security as the Company may from time to time deems fit including obtaining post-dated cheques, bank guarantees, security deposits, letters of credit, escrow mechanism or such similar securities, to secure to the Company, all sums due and payable to the Company under the Transaction Document and/or this Agreement including the Relevant Amount and the Company may refuse to supply further Products and Services to the Customer until such security is provided to the Customer to the Company’s satisfaction.

6. TITLE AND OWNERSHIP

The Parties hereby acknowledge and agree to the following provisions regarding the title and ownership of the Ordered Products:

6.1. Ownership Retention: The ownership of the Ordered Products, inclusive of all associated rights and title, shall unequivocally remain with the Company until such time as full and final payment, satisfying the Company's requirements, is duly received.

6.2. Payment to the Satisfaction of the Company: For the purpose of this clause, full and final payment refers to the remittance of the total consideration, including payment towards the Relevant Amount, as delineated in the applicable Transaction Document, to the satisfaction of the Company.

6.3. Assertion of Ownership Rights: Until the Company receives payment in full towards the Relevant Amount, the Company reserves the right to assert and uphold its ownership rights over the Ordered Products. The Company shall employ all legal and contractual means, as per the stipulations set forth in these Terms and Conditions and Applicable Law, to claim rightful ownership of the Ordered Products.

6.4. Monetary Proceeds from Sale: In event the Customer elects to sell the Ordered Products, written intimation to the Company prior to execution of Transaction Documents is imperative. Upon the sale of the Ordered Products by the Customer, all monies derived from such transactions shall be considered the property of the Company until the full and final payment towards the Relevant Amount is received in accordance with the agreed-upon terms. The Customer acknowledges and accepts this condition as an integral aspect of these Terms and Conditions.

6.5. Enforcement of Ownership Rights: In the absence of full and final payment towards the Relevant Amount, the Company is authorized to undertake any necessary legal actions to enforce its ownership rights over the Ordered Products, including, but not limited to, repossession and legal proceedings.

6.6. Acknowledgment by the Customer: The Customer explicitly recognizes and agrees that the Company's ownership rights over the Ordered Products persist until the Relevant Amount is settled in full accordance with the mutually agreed terms. Any conflicting provision in this agreement shall be deemed null and void.

7. COMPLIANCE WITH APPLICABLE LAWS

7.1 The Customer acknowledges and agrees that it shall be the sole responsibility of the Customer to obtain all necessary approvals from Governmental Authorities and comply with any and all Applicable Laws that may be applicable to the Customer by reason of availing the Services.

7.2 The Parties hereby agree that the Company shall, under no circumstance whatsoever, be held liable or responsible for any actions or omissions of the Customer or any Person, whilst selling or using the Ordered Products (as the case may be), which may be in non-compliance with the Applicable Laws.

7.3 For a period of 2 (Two) years from the date of delivery, the Customer shall maintain complete, accurate and detailed books and records with respect to the determination of its revenues and other matters associated with the performance of this Agreement. The Company shall have the right, at its expense and upon prior written notice to the Customer, to inspect and audit all of the Customers’ records associated with the performance of this Agreement, and the Customer agrees to reasonably cooperate with and provide access to the Company and its financial advisors as may be necessary and appropriate for such inspection and audit.

8. RECOVERY OF ORDERED PRODUCTS

8.1 Physical Repossession

8.1.1. Upon delivery, the Ordered Products shall be securely stored in a specifically designated location, the particulars of which shall be communicated to the Company forthwith. The Ordered Products shall be maintained in a segregated and distinguishable manner until such time as the Company receives full and final payment towards the Relevant Amount, and all other obligations of the Customer are duly discharged.

8.1.2. In the event of unpaid invoice amounts or payment of Disputed Amount, the Company shall dispatch a notice to the Customer, failure on the part of the Customer to settle the outstanding sum within 3 (three) working days from receipt of the notice shall be deemed a material breach of these Terms. Consequently, the Company, through its agents, shall be endowed with the right to ingress the premises of the Customer, such ingress not to be construed as trespass, for the purpose of seizing possession of the Ordered Products to affirm its lawful claim. It is agreed that the Company shall not be held liable for any reasonable loss or damage arising from such repossession.

8.1.3. Should the Ordered Products become affixed, attached, or integrated into any property through manufacturing or assembly processes conducted by the Customer or a third party, ownership of said products and services shall remain vested in the Company until complete payment for all Ordered Products is rendered. In instances where these Ordered Products are amalgamated with other assets, thereby constituting new goods, title to the resulting composite shall be deemed assigned to the Company as security for the settlement of the entire sum due and payable by the Customer.

8.2 Risk and Liability

8.2.1 As of the moment of Delivery of any Ordered Products to the Customer, notwithstanding the Company's retention of ownership as delineated in this Clause 6, the risk associated with the Ordered Products shall promptly transfer to the Customer. Consequently, any loss, damage, or deterioration incurred by the Ordered Products shall be the sole responsibility of the Customer. The Customer remains obligated to remit payment for the Ordered Products despite any such loss, damage, or deterioration.

8.2.2 In the event that Ordered Products sustain damage or are rendered nonviable subsequent to delivery but prior to the formal transfer of ownership to the Customer in accordance with the provisions herein, the Customer shall bear full responsibility for all associated costs, losses, and damages. The Customer is exclusively liable to indemnify the Company for any such loss or damage sustained by the Ordered Products.

8.3. Resale and Application of Proceeds: The Company reserves the right to resell the Ordered Products and allocate the proceeds thereof toward the settlement of the Customer's outstanding Account with the Company. Any deficit resulting from such resale shall remain the sole liability of the Customer. Additionally, the Customer undertakes to indemnify the Company for all associated costs and expenses, including legal costs, which the Company may incur in the recovery of the Ordered Products and any outstanding monies owed.

9. ROLE AND RESPONSIBILITIES OF THE CUSTOMER

9.1 The Customer shall avoid deceptive, misleading or unethical practices that are or might be detrimental to the Company, the Ordered Products or the public, including but not limited to, disparagement of the Product or the Company or commit any other violation of Applicable Laws. The Company may initiate civil and/or criminal proceedings against the Customer for such illegal acts of the Customer.

9.2 The Customer shall cooperate, to the extent necessary, with the Company in sharing such information that would enable the Company to improve the Products or Services being offered by Company.

9.3 The Customer shall be solely responsible for all Taxes, if any, arising from the receipt of the Ordered Products at the Delivery Location or use of Ordered Products or the return of the Ordered Products by the Customer or the execution of this Agreement.

9.4 The Products provided pursuant to the Transaction Document and this Agreement are sold for use in India only and are not to be exported elsewhere, directly, or indirectly, without prior written permission of the Company. In the event that the Company consents to the export of the Products, the Customer is solely responsible for all costs and compliance with any export regulations in force within the country for which the Products are destined.

9.5 The Customer shall not remove, alter, or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Ordered Products and/or any other documentation provided by the Company to the Customer.

10. BANK GUARANTEE

10.1 If demanded by the Company, the Customer shall furnish an unconditional bank guarantee of the equivalent sum of the consideration payable for the Ordered Products or such amount as may be determined by the Company, from a reputed scheduled commercial bank eligible to issue bank guarantees as per the Applicable Laws, in a form and manner acceptable to the Company, within such days as may be mutually agreed by the Parties in writing or as may be specified in the Transaction Document.

10.2 The bank guarantee shall unconditionally and irrevocably guarantee the due and punctual payment to the Company of all Relevant Amount due and payable or which in the future may become due and payable to the Company by the Customer in respect of Ordered Products and/or Services supplied and any other liability of the Customer towards the Company and the due observance and performance by the Customer of all its obligations herein. If for any reason the Customer does not pay any Relevant Amount owing to the Company, the Company shall at its own discretion invoke such bank guarantee and such guarantor shall immediately on demand pay the Relevant Amount to the Company.

11. RELATIONSHIP OF PARTIES

Nothing in this Agreement or in the Transaction Document shall be construed to create any principal-agent relationship, whether general, special or limited in nature or a joint venture or a partnership or an employment relationship or a franchise between the Parties for any purpose. The Parties understand and hereby accept that each Party whilst performing their respective duties and obligations under this Agreement or the Transaction Document, is at all times acting and performing as an independent contractor of the other Party. Neither Party has any authority hereunder to assume or create any obligation or responsibility, expressed or implied, on behalf or in the name of the other Party or to bind the other Party in any way whatsoever.

12. INDEMNIFICATION

The Customer acknowledges and agrees to indemnify, defend, and hold harmless the Company and its directors, agents, and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses (including reasonable attorney fees) claims, demands, suits, fines, or judgments (each, a “Claim” and collectively, the “Claim/s“), which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any misrepresentation or breach of any representation or breach of any covenant set forth in this Agreement or in the Transaction Document and/or any act, error or omission, negligence, or misconduct of the Customer during the performance of this Agreement or the Transaction Document, by the Customer, without any limitation.

13. LIMITATION OF LIABILITY

Notwithstanding any other provision set forth herein, the Company shall not be liable for any indirect, special, and/or consequential damages arising out of or in connection with this Agreement or the Transaction Document to the Customer (including without limitation loss of profit), and/or any other Person. Notwithstanding anything contained herein to the contrary, the liability of the Company towards the Customer and/or any other Person, whether based on an action or claim in contract, equity, negligence, tort, or otherwise for all events, acts, or omissions arising under this Agreement or the Transaction Document shall not exceed the amounts paid by the Customer for the disputed Ordered Products in respect of which the liability arises.

14. DISCLAIMER OF WARRANTIES

14.1 Except the express warranties provided herein, the Products including the Ordered Products are provided by the Company on an "as is," "as available" and “as provided by third party manufacturer” basis, without representations or warranties of any kind. To the fullest extent permitted by Applicable Law, the Company disclaims any and all representations and warranties with respect to the Products including the Ordered Products, including without limitation, the warranties of title, merchantability, and fitness for a particular purpose or use. It is hereby agreed and understood by the Customer that the Company has no liability, whether based on an action or claim in contract, equity, negligence, tort, or otherwise (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any such liability) arising out of any injury to Persons or property as a result of the ownership, possession, consumption or use of the Ordered Products by such Persons. The Customer shall satisfy itself that the Products are fit and suitable for the purpose for which they are acquired. The Customer accepts all risk and responsibility for consequences arising from the use of the Ordered Product, whether alone or in combinations with other goods and services.

14.2 Company shall not be liable for any failures, non-compliances, delays and/or deficiencies in the performance of the Services and such failure, deficiency, delay and/or non-compliance in performance shall not constitute Company’s failure to meet the requirements detailed in this Agreement or in the Transaction Document, to the extent that any such failure, deficiency, delay and/or non-compliance is attributable to: (i) Force Majeure Events; (ii) Customer’s acts or omissions (including, among other things, violations of law, wilful misconduct, negligent acts or breach of this Agreement); (iii) acts or omissions of third parties related to the Customer; (iv) restrictions/constraints imposed by Applicable Laws; (v) a failure by the Customer to provide Company, within a reasonable time, with any information or other material reasonably requested by Company for the performance of the Services; (vi) any inaccurate or misleading information supplied by the Customer to Company and upon which Company relies in performing the Services; (vii) failure by the Customer to take such corrective action which forms a part of the Customer responsibility, as may be reasonably requested and identified by Company to the Customer; and (viii) such other reasons solely attributable to the Customer.

14.3 The Customer acknowledges and accepts that the Company’s performance of its obligations under this Agreement or the Transaction Document, may be conditioned upon (i) the Company and/or the manufacturer of the Ordered Products, obtaining necessary authorizations from Governmental Authority including approval for artwork, packaging or labelling, of any; and (ii) the Customer obtaining necessary authorizations from Governmental Authority and the Customer shall be solely responsible to obtain such authorizations. The Customer further acknowledges and accepts that the Company’s ability to provide/supply Ordered Products is conditioned upon the continuing validity of necessary licenses issued to the Company by the entity manufacturing the Products and/or the necessary permits issued by the Governmental Authorities and/or the availability of the stocks in the inventory and the Company, at any point of time, shall not be responsible to replenish the stock.

14.4 Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Company in relation to the Products are intended as a guide only and shall not be binding on the Company.

15. FORCE MAJEURE

Neither Party shall be liable to the other Party for its failure to perform or for delay in the performance of its obligations (except for the payment of money) under this Agreement or the Transaction Document to the extent such failure or delay results from causes beyond its reasonable control, including without limitation, acts of God, fires, explosions, wars or other hostilities, insurrections, revolutions, strikes, labour unrest, earthquakes, floods, pandemics, epidemics or quarantine restrictions, lack of materials, governmental restrictions or controls, government ban on export/import or transportation embargoes or interruptions or reasons outside the reasonable control of the Party including actions attributable to third party manufacturers or shipping partners (hereinafter collectively referred to as the “Force Majeure Event”); provided, however, that a Party must provide written notice to the other Party of such Force Majeure Event that may prevent or delay the Party’s performance hereunder. Any Party claiming any Force Majeure Event shall promptly notify the other Party in writing, providing full particulars of the cause or event, as soon as possible after the event, but no later than 10 (Ten) Business Days of becoming aware of the occurrence of Force Majeure Event.

16. GOVERNING LAW; JURISDICTION AND DISPUTE RESOLUTION

16.1 Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with by the laws of India. Any legal proceedings arising out of or in connection with this Terms shall be subject to the exclusive jurisdiction of the courts at Bengaluru, Karnataka. The Parties hereby irrevocably submit to the jurisdiction of these courts.

16.2. Dispute Resolution:

16.2.21. Any dispute arising under or in connection with these Terms, including any question regarding their existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

16.2.2. The arbitration shall be conducted by online means by a sole arbitrator appointed under the rules of the Centre For Alternate Dispute Resolution Excellence, Bengaluru (CADRE).

16.2.3. Either the Customer or Company may approach CADRE for appointment of the sole arbitrator in relation to disputes or differences arising from or in connection to these Terms by writing an email to resolve@cadreodr.com with a request to appoint an arbitrator and copying the email to the other party.

16.2.4. The arbitration shall be conducted in English by a sole arbitrator selected by CADRE from its panel of arbitrators, in accordance with the Arbitration and Conciliation Act, 1996.

16.2.5. Any communication/s relating to the arbitration shall be sent only by digital means (with no requirement of physical postage) on the email address/es and phone number/s available on record of the Company. The arbitration shall be conducted virtually in accordance with the then applicable version of The CADRE Rules.

16.2.6. The decision of the arbitrator shall be final and binding on the Customer and Company.

16.2.7. The juridical seat of arbitration shall be Bengaluru, Karnataka and the courts thereof shall have exclusive jurisdiction for any applications arising out of the arbitration.”

17. MISCELLANEOUS

17.1 Notices. All notices which are provided for in this Agreement or the Transaction Document, unless specifically provided otherwise, shall be given in writing, in English, by certified or registered mail, return receipt requested, or recorded express delivery service or by cable, telex, facsimile transmission, or other electronic means of written communication with confirmation by letter sent by the close of the next following Business Day to the name, addresses, contact details, emails mentioned in the Transaction Document. Any such notice shall be deemed to have been given on the date when such notice was received and receipted for or refused, or in the case of electronic means of written communication, the next Business Day following receipt.

17.2 Severability. If any term or provision of this Agreement or the Transaction Document shall be held to be invalid, illegal, or unenforceable in whole or in part, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

17.3 Waiver. No failure or neglect of either Party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either Party hereto must be contained in a written instrument signed by the Parties.

17.4 Use Of Name. While this Agreement or the Transaction Document is in effect, the Company shall have the right to use the name and/or trademark/logo of the Customer in any sales or marketing materials, communication or advertisement in pursuance of this Agreement or the Transaction Document, or in any other manner, and the Customer accordingly grants Company a royalty-free, fully paid-up, worldwide, non-exclusive license to use the same, without requiring their prior written approval for such use.

17.5 Entire Agreement. This Agreement along with the Transaction Document contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior arrangements, agreements or understandings with respect to such matters. No course of prior performance or dealings shall be relevant to supplement or explain any terms used in this Agreement.

17.6 TPFSPs. The Supplier may additionally assist the Customer in procuring credit/finance/loan facilities from third parties (“Third Party Financial Service Providers” or “TPFSPs”), on the request of the Customer, provided however, the Customer shall be eligible for such finance/loan facilities, as determined by the Supplier and/or the TPFSPs. The terms and conditions of such loan facilities including without limitation the loan amount, interest payable, repayment schedule shall be as per the terms agreed between the TPFSPs and the Customer. In case the Customer defaults in payments to the TPFSPs and as a result of such default any loss, expenses, liabilities or claim which may be suffered by, incurred by, accrued against, charged to, or recoverable from the Supplier, the Customer shall fully indemnify the Supplier for such loss, expenses, liabilities or claims.

17.7 Third Party Financiers. The supplier may at its discretion transfer all rights and obligations to a third party financier/s and the consequent transfer terms are deemed to be unconditionally agreeable to the customer. The Seller can sell, transfer, assign, grant, set over without recourse all right, title and interest of the Seller in and to the transferred Receivables and all monies received thereunder after the due Date and all liquidation proceeds received with respect to such transferred Receivables after the due date. The seller may continue to collect all monies due from the Customer and transfer the same to the buyer of the receivables.