RIIFT FASHION MALL LTDCOMPANY ONLINE (RETAIL & WHOLSALE) B2C & B2B PLATFORM SALE AGREEMENT FOR E-BUSINESS
-Business – Terms & Conditions.
Riift Fashion Mall Ltdcompany is the authorized marketing licensee of RIIFT ONLINE (RETAIL & WHOLSALE) B2C/B2B PLATFORM. RIIFT Fashion Mall Ltd is the owner of E-Business Website by the name of WWW.RIIFT.IN, wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.
Access to use of this website , products and services available throughout (collectively, the “Services”) are subject to the following terms and conditions (the “Terms of Service”). By using the Services, you are agreeing to all of the Terms of Service, as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service.
- Any attempt to alter, supplement, modify or amend these terms and conditions will be null and void unless agreed to in writing by Riift Fashion Mall Ltd.
- Terms Of Sales & Credit Facility
2.1 Riift Fashion Mall Ltd is the sole authorized sales authority for Marketingof Riift fashion mall online and offline platform of different packages.
2.2, Riift Fashion Mall Ltdcompany will provide online Platform along with the product on MRP price forequal value of Online Platform from standard class and above plans with credit guaranty up to 30 to 45 days. The Purchaser should retain the wholesale cost to Riift Fashion Mall Ltd. company within the credit period .
2.3 The purchaser can Re-purchase thewholesale products against the retain amount, Each and every purchase invoice will get the same credit facilities repeatedly, provided by the Riift Fashion Mall Ltd company.
2.4 If the Purchaser fails to retain the wholesale cost within the credit period, 18% Interest will be applicable. From the date of invoice, and after 90 days the online platform will be deactivated by the (riift.in)Riift Fashion Mall, till the completion of all arrears.Riift Fashion Mall Ltdcompany has the right to collect the due amount from the Purchaser.
- Commencement, Term, Renewalcharges
- The date of execution of thispurchase agreement shall be the commencement date.And the online store of the Purchaser agrees to pay theservice maintainscharges every year to the Riift Fashion Mall Ltd.
- The Riift Fashion Mall Ltd will charge. Minimum of Rs- 1500 for the service maintaining expense every year, and can be auto renewed all remain valid of every The Riift Fashion Mall Ltd has the rights to increase the service maintains charge according to use of the platform space, for such terms as the Purchaser agrees. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party.
- Marketing Tools/Support, Products, Availability of products etc.
2.1 The Retailer/Wholesalerwill keep informed at all times the Company about the availability of the products in its inventory along with detailed specifications like size, color, texture etc. as may be required of the product. Order once placed on the Company by the customer shall have to be honored by the Retailer/Wholesalerat all costs.
2.2. The Purchaser shall upon the receipt of the order/payment from the company, immediately arrange to book the consignment at their own risk within 2 to 3 business days, as per the availability of the ordered products.
2.3 If any of the products stock exhausted on receipt of the order, the same to be executed within 15 to 20 business days, or otherwise, it should be mentioned in the website/email with immediate effect.
2.4 Update/upload the products in the virtual showroom at the responsibility of the Dealer/online shop owner.
2.5 Stock status to be updated on daily basis. Failing which any consequences arises due to the same,Retailer/Wholesaler is held liable.
- Fee/Commissions etc
3.1 The Company will charge fees according to the plan selected by the Retailer/Wholesaler for providing web space/display on website. The Retailer/Wholesalerhave to pay Commission for all sales that are made/generated using the website WWW.RIIFT.IN to the Company. The details of Fees & Commissions to be paid product category wise is specified is Schedule A to this agreement. The schedule can be amended to modify any rate of Fees/commissionin respect of any product. Any amendment to such schedule will be express. The said schedule is to be treated as part and parcel of the agreement.
3.2 The Riift Fashion mall Ltd.(riift.in). will charge. Min. 10% commission for each online sales. The Riift Fashion mall Ltd. has the rights to increase the percentage of the commission time to time. for such terms as the Online Shop Owner (Purchaser) agrees and the purchaser is bound to all the legal policies of Riift Fashion Mall Ltd.. All the agreement shall be express and in writing. No oral agreement shall be binding on either of the party (Annexure 20 ) .
3.3It is expressly agreed by the parties hereto that the COMPANY shall debit the amount of commission from the remittance to Retailer/Wholesaler at the time of forwarding the order received from the end customer.
3.4 The parties will endeavor to perform reconciliation of accounts/orders every week.
3.5Voluntary Contribution to be paid to the Purchaser after deducting thesales commission by the Company according to the fixation of the commission week on week .
- Order, Handling, Delivery etc.
4.1 Orders for the product shall be received using the website WWW.RIIFT.IN and shall be forwarded to the Retailer/Wholesaler by the Company via email/written/Fax/Courier.
4.2 The Retailer/Wholesaler shall upon the receipt of the order from the Company immediately arrange to deliver the products at their own risk to the designated address within 7 to 10 days.The Retailer/Wholesaler shall provide the consignment number, details of courier/shipment agency immediately.
4.3 The Retailer/Wholesaler shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Retailer/Wholesaler to the customer.
4.4 The Retailer/Wholesaler agrees to replace the defective products supplied to the customer at its own cost and shall not hold the COMPANY responsible in any manner whatsoever.
4.5 The company releases the payment with 2 to 3working days after the receipt of the confirmation on dispatch of the consignment and after getting satisfactory acknowledgement from the end user.
4.6 The COMPANY may, at its discretion arrange to lift the defective products from the customer however the Retailer/Wholesaler will still be liable to replace the defective product. Any charges incurred by the COMPANY for lifting and forwarding such defective goods shall be on account of the Retailer/Wholesaler. The Retailer/Wholesaler shall make good such charges to the COMPANY upon receipt of invoice/debit note. No request for any adjustment from future payables to the Retailer/Wholesaler from COMPANY will be made however, the COMPANY is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis sized product and any other shortcoming which the customer may point out. The Retailer/Wholesaler hereby authorizes the COMPANY to entertain all claims of return of the Product in the mutual interest of the Retailer/Wholesaler as well as the Customer.
4.7 The Riift Fashion Mall Ltd. company has theresponsibility to protect the Riift Fashion Mall Ltd. companies Policies, Related to the online platform.
- Covenants of Retailer/Wholesaler
The Retailer/Wholesaler hereby covenants with the COMPANY as under:
5.1 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Retailer/Wholesaler shall maintain adequate stock/inventory of the items at all times. In case the Retailer/Wholesaler is running out of supplies or is likely not to fulfill the Order received by the COMPANY, it shall intimate at least 24hours (ONE day) in advance so that notice of OUT OF STOCK for the product can be placed on the website.
5.2 Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the COMPANY, to the customer either along with the products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such products.
5.4 The Retailer/Wholesaler agrees to indemnify and keep indemnified the COMPANY from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the COMPANY due to acts/omission on the part of the Retailer/Wholesaler
5.5 To provide to the COMPANY, for the purpose of the creation/display on website of COMPANY, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
5.6 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is surrogate in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the COMPANY. The Retailer/Wholesaler agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the COMPANY.
5.7 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Retailer/Wholesaler agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.
5.8 The Retailer/Wholesaler is solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the COMPANY.
5.9 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
5.10 Provide information about the Order Status including Airway Bill Number/Courier Document number on a daily basis.
5.11 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.
5.12 Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
5.13 To provide satisfactory proof about the ownership/license’s of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the COMPANY.
5.14 To pass on the legal title, rights and ownership in the Products sold to the Customer.
5.15 Retailer/Wholesaler is solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Retailer/Wholesaler. No claim of whatsoever nature will be raised on the COMPANY.
5.16 The Retailer/Wholesaler shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the COMPANY and ensure that third parties rights including intellectual property rights are not infringed.
5.17 The Retailer/Wholesaler shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
5.18 The Retailer/Wholesaler shall provide to the COMPANY copies of any document required by the COMPANY for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the COMPANY.
5.19 To seek advance written approval from the COMPANY, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
5.20 The price should be mentioned in the website and to be in standard pattern. No undercuts of the price to be done.
5.21 Packing and weighing of the product/consignment should be as per the govt rules and any consequences arising due to the violation of the govt. Policy, the company shall not be held responsible.
5.22 The products to be dispatched through the efficient courier/transport/cargo
- Warranties, Representations and Undertakings of the Retailer/Wholesaler
The Retailer/Wholesaler warrants and represents that
6.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with the COMPANY and the agreement so executed is binding in nature.
6.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Retailer/Wholesaler.
6.3 There are no proceedings pending against the Retailer/Wholesaler, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
6.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the COMPANY..
6.5 It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, GST, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.
6.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the COMPANY and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
6.7 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the COMPANY upon demand.
7) Rights of COMPANY:
7.1 Retailer/Wholesaler agrees and acknowledges that the COMPANY, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Retailer/Wholesaler without any prior intimation to Retailer/Wholesaler in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of WWW.RIIFT.IN Website. In such an event, the COMPANYreserve the right to forthwith remove/close the online store of the Retailer/Wholesaler without any prior intimation or liability to the Retailer/Wholesaler.
7.3 At any time if the COMPANY believes that the services are being utilized by the Retailer/Wholesaler or its Customer in contravention of the terms and provision of this Agreement, Terms and conditions of use of Website, the COMPANY shall have
the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online store of the Retailer/Wholesaler and furnish such details about the Retailer/Wholesaler and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
7.4 The company has every right to change the present policy as and when required subject to the changes in the state /Central Govt. rules, with a prior information
8.1 The Retailer/Wholesaler indemnifies and shall hold indemnified the COMPANY, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Retailer/Wholesaler’s product, the breach of any of the Retailer/Wholesaler’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Retailer/Wholesaler infringing any applicable laws, regulations including but not limited to Intellectual Property Rights,GST, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the COMPANY shall also include the Mobile Operators and such other agencies through whom the COMPANY shall make the Online Store available to the Customers.
8.2 This article shall survive the termination or expiration of this Agreement.
9 Limitation of Liability
9.1 The COMPANY on the basis of representation by the Retailer/Wholesaler is marketing the products of the Retailer/Wholesaler on the shopping portal WWW.RIIFT.INto enable Retailer/Wholesaler to offer its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the Retailer/Wholesaler that the COMPANY shall under no circumstances be liable or responsible for any loss, injury or damage to the Retailer/Wholesaler, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party. The Retailer/Wholesaler agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shopping portal WWW.RIIFT.IN(including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the COMPANY harmless and indemnified against all such claims and damages. Further the COMPANY shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Retailer/Wholesaler or any of its representatives.
9.2 The COMPANY under no circumstances will be liable to the Retailer/Wholesaler for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Retailer/Wholesaler has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Retailer/Wholesaler to have been deliberately caused by the COMPANY.
10 Termination and effects of Termination
10.1 This Agreement may be terminated by the COMPANY forthwith in the event
10.1.1Termination occurs, when a Retailer/Wholesaler commits a material breach of any representation, Obligations (misuse of any customer, indirect operations) covenant, warranty or term of this agreement and the same is not cured, working against the interest of the company and misuse of our business platform for any illegal purpose.
10.1.2 If a Petition for insolvency is filed against the Retailer/Wholesaler.
10.1.3 If the Retailer/Wholesaler is in infringement of the third party rights including intellectual property rights.
10.1.4 If the Purchaser fails to retain the wholesale cost within the credit period, 18% Interest will be applicable. From the date of invoice, and after 90 days the online platform will be deactivated by the (riift.in)Riift Fashion Mall, till the completion of all arrears. Riift Fashion Mall Ltdcompany has the right to collect the due amount from the Purchaser.
10.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 days. The agreement shall stand terminated after expiry of such period, if not paid annual service maintains charge, sales commotions and any purchase amount due ete(Annexure1.1,1.2,3.1,3.2). The term of this agreement shall be one year for the virtual showroom and after the expiry of this one year, the agreement shall stand automatically closed and the retailors virtual showroom shall be automatically terminated from the system and the same shall not be questioned by the Retailer/Wholesaler for any reason whatsoever; The above Retailer/Wholesaler agreement shall be mutually renewed by the parties on any day before the expiry of this agreement.
10.3 Effect of Termination:
10.3.1 In the event of termination/expiry of this Agreement, the COMPANY will remove the Links and shall discontinue display of the Products on online shopping portal WWW.RIIFT.INwith immediate effect.
10.3.2 COMPANY shall not be liable for any loss or damages(direct, indirect or inconsequential) incurred by the Retailer/Wholesaler by virtue of termination of this agreement.
10.3.3 During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
- Jurisdiction, governing law and ex-parte Orders
11.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Bangalore Karnataka state only.
11.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
11.3 The COMPANY is entitled to obtain ex-parte ad- interim injunction orders restraining the Retailer/Wholesaler to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the COMPANY by the Retailer/Wholesaler, its representatives, associates or assigns.
12.1 All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by email or courier in each case to the addresses as set out at the beginning of this Agreement.
- Intellectual Property Rights
13.1 The Retailer/Wholesaler expressly authorize the COMPANY to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the COMPANY may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
14 Entire Agreement
14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
15.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Retailer/Wholesaler, either by operation of law or otherwise, without the express, prior, written consent of the COMPANY signed by an authorized representative of such Party. The COMPANY is at liberty to refuse such consent.
16.1 The contents of the agreement and any information passed on by the COMPANY to the Retailer/Wholesaler is highly confidential in nature and the Retailer/Wholesaler agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Retailer/Wholesaler under this Agreement. The said information shall not be used by the Retailer/Wholesaler or its agents, servants, representatives or any person acting through or claiming through the Retailer/Wholesaler for any purpose other than for the performance of its obligations under this Agreement. The Retailer/Wholesaler agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Retailer/Wholesaler agrees that the COMPANY shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The COMPANY shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
17 Relationship of Parties
17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The COMPANY shall not be responsible for the acts or omissions of the Retailer/Wholesaler and Retailer/Wholesaler shall not represent the COMPANY, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the COMPANY.
18 Waiver and Amendment
18.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
18.2 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
19 Force Majeure
19.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
20 Shipping Policy
- As per the shipping policy of the company, the purchasing party is liable for the shipping and its related charges.
- The customer/consignee shall supply all necessary required documents for the proper shipping/transportation as per the Govt. norms.
- The supplier shall be duly bound to give way-bill, L/R, Cargo documents to move the consignment in good condition;
- The supplier shall take care with the keeping of GST Form and weight and other relevant details of the products, and in case if any violation or suppression of any relevant facts by either party, the company shall not be liable for the same.
- The primary responsibility of the consignment is always with the consignor of the goods in good condition and consignee shall always collect the consignment in good condition and make the payment.
20 Schedule A herein before referred
Details of product category wise commission(Annexure 3.1, 3.2)
|Sr No.||Category of Products||Commission in % terms|