RETAILOID MARKETING AND DISTRIBUTION AGREEMENT
Retailoid carries on the business inter alia, of the business of sales promotions, marketing, fulfillment services, and collection services.
Retailoid owns a website which is an online market place, where users of the Website can place order/(s) on various listed Seller to fulfill the same.
Retailoid’s role is limited to managing Website (defined below) over which the products are displayed and other incidental services are provided to enable the transactions between the Sellers and the Buyers.
Seller carries a business of Distribution of Electronic Products and intends to promote its product online.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
- 1. Definitions:
i. “Buyer” shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.
ii. “Order” shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.
iii. “Website” means ‘www.Retailoid.com’ and instances of the same.
iv. “Seller Panel” means a uniform resource locator (“URL”) provided by Retailoid to Seller with a unique login and password to update the order status, price and inventory on the same.
v. “Delivery of goods/products” means after every confirmed order placed on the website of Retailoid the Seller shall give, hand over, transfer the ordered goods/products to the Buyer at its sole responsibility.
vi. “Return of good” means in case of any goods/products returned by the buyer on account any defect or fault or any reason whatsoever at its sole discretion within the stipulated time of (15 days). The Seller shall accept the goods back and exchange the goods or refund back the purchase amount to the Buyer. Retailoid shall merely act as an advertising/ marketing agent and shall have no role in the same.
vii. “Term” the agreement shall be valid for the period of 1 years.
The term of this agreement shall be for 1 years commencing from 28 June 2016 Either party shall have right to terminate the agreement by serving 30 days prior written notice.
- 3. ORDER MANAGEMENT:
i. Retailoid reserves the right to select the products to be displayed on its Website.
ii. Retailoid also reserves the right to determine the Sellers who may sell on the Website.
iii. Retailoid shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Retailoid on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.
iv. Retailoid shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of product to the end Buyers.
v. Retailoid will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Panel” and packaging guidelines shall be shared through email.
vi. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by Retailoid or any other mode as may be notified by Retailoid from time to time.
vii. On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Retailoid will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above or even if the order is cancelled due to the default of the Seller, Retailoid will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by Retailoid from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.
- viii. In case of any defect, deficiency, or return of products due to any reason whatsoever, Retailoid shall not be responsible for the same. It shall be the sole responsibility of the Seller to either replace the product or refund the amount for the same. Retailoid shall merely act as a mediator/ agent whose role is restricted to only marketing /promoting the product of the seller.
ix. In case of any dispute due to the return or deficiency or defect in goods Retailoid shall not be a party to it. It shall be the sole responsibility of the Seller to deal with the buyer directly.
x. Seller agrees that the packaging of the products shall not promote or encourage any direct advertisement of their products.
- 4. RETURN:
The Seller agrees and undertakes the exclusive liability and or responsibility to take possession and custody of the goods/products in the event of their return by the Buyer due to any defect, fault or any reason whatsoever during the stipulated time and shall keep Retailoid indemnified.
The Seller agrees and undertakes to be absolutely liable and/or responsible to replace the goods and or/ refund the purchase price in event of their return by the Buyer on account of any defect/cause/ any reason whatsoever, entirely at its risk as to costs, charges expenses.
- DELIVERY/ COURIER CHARGES:
It shall be a mutual decision between the Seller and Retailoid to decide the responsibility to deliver the goods. The goods/products shall already be either by the seller or through Retailoid. In event of Retailoid delivering the goods, products to the buyer, the Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure-1.
In event of any damage during the delivery of the goods, products Retailoid shall not be liable for the same.
- 7. FINANCIAL TERMS:
i. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure-1 for all the orders received through Retailoid. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT.
ii. Seller authorizes Retailoid in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by the Retailoid from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by Retailoid and has notified the same to Retailoid. All such withdrawals will take effect within 12- 24 hours from notification to the Retailoid.
iii. Retailoid further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.
iv. Seller further agrees that once the order is placed by the Buyer, Retailoid shall be entitled to receive their commission for the same irrespective of the order being cancelled due to any delay in delivery or defect in product or default on behalf of the seller or for any reason whatsoever, as Retailoid merely acts as a marketing agent and their role ends at the placement of order by the Buyers.
v. Incase if the Seller makes any changes in the prices of the products the Seller shall give written intimation to Retailoid and only after the approval from Retailoid the products shall be promoted on the website with the new price list.
vi. Retailoid shall release the payment on the following basis, i.e., the products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd of every month and from 24th to end of the month. Retailoid shall make the payment by way of account payee cheque /RTGS/ NEFT on 17th, 25th of same month, and 3rd & 11th of the next month, respectively after deducting Retailoid’s commission fee as per Annexure-1.
- 8. LIMITATION ON LIABILITY :
Retailoid shall not be liable to Seller in connection with this agreement, and for the services provided by them or against any claims from the Buyer.
- NON DISCLOSURE:
In event that during the term and in connection with a party’s performance of its obligations hereunder, either party shall receive information concerning the other party hereto which the receiving party knows, or has reason to believe is confidential or proprietary to the party to whom such information relates, the party receiving such information shall take all reasonable steps to (a) protect and hold such information in confidence and prevent its disclosure to third parties unless such third parties are under a duty of confidentiality to the party to which such information relates; and (b) restrict its use to those purposes consented to in writing by the party to whom such information relates; provided however, that the party receiving such information shall not be required to protect or hold in confidence any information or data which is (i) is or become available to the public without the fault of the receiving party, (ii) is independently developed by the receiving party, (iii) is disclosed to the received party by a third party known to the receiving party not to be under any duty of confidentiality to the party to whom such information relates with respect to such information or (iv) except as may otherwise be required by law.
- 10. LOGISTICS AND CONSUMER RIGHTS:
i. The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only. As a large market place, Retailoid will extend its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, any damage to the product in transit due to mishandling by the logistic partner, Retailoid will facilitate the recovery from logistic partner. All orders placed on Website are covered under “CCAvenue Moneyback Guaratnee” programme; hereby Seller agrees to fulfill the commitments made under the abovementioned programme specified at the Website at URL http://www.retailoid.com. The said programme protects Buyer against inadequate or non-performance by Seller. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD (Non- Cash on Delivery), which are refused/not accepted by the Buyer at the time of delivery.
ii. Seller will offer standard manufacturers or seller warranty actually associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the product the time of dispatch of the products, if applicable. The Parties also agrees and acknowledges that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times. In case of any default at the end of the on account of delay in delivery, defect in quality or products returned by the buyer for whatsoever reason, Retailoid will have the right to claim its commission from the Seller.
- 11. INTELLECTUAL PROPERTY RIGHTS:
i. Seller recognizes and confirms that Retailoid has the exclusive right to supervise, allow and reject the contents of the Website. Retailoid shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.
ii. Seller hereby grants to Retailoid the right to display/delist the product (as updated or to be updated by the Seller on the Seller panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has the necessary rights to grant such permission to Retailoid and agrees to indemnify Retailoid in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
iii. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Retailoid, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Retailoid’s website “www.Retailoid.com” or any other information which is treated as confidential by Retailoid, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify Retailoid against the breach of this clause.
- 12. REPRESENTATION AND WARRANTIES:
i. Seller shall, at all times and to the complete satisfaction of Retailoid and without demur indemnify and hold Retailoid harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Retailoid by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.
ii. Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either self-manufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure-2.
- 13. LICENSE :
Seller hereby grants Retailoid a nonexclusive, royalty free and worldwide right and license (sub-license) to display its products along with all necessary data and information; to incorporate, include, and display their product online for the specified time as per the agreement.
- BURDEN OF PROOF:
Parties agree and acknowledge that in event of an alleged or threating infringement or breach by the seller of its obligations as mentioned in the agreement, the burden of proof is carried by the seller. In other words, Retailoid carries benefit of assumption and seller needs to provide and deliver sufficient and satisfactorily evidence (I.e conclusive and irrefutable) in order to defend or reject a claim. In event of breach of covenants, undertakings, obligations committed by the seller, Retailoid shall be entitled to suspend its payments obligations under and or termination of this agreement with immediate effect.
- TERMINATION OF AGREEMENT:
Either party shall be entitled to terminate this agreement by serving 30 days prior notice to the other party and settle all their financial accounts with each other.
- CUSTOMER DATA:
Parties shall use commercially reasonable efforts to safeguard the confidentiality and privacy of customer data and to protect it from unauthorized use or realize. Parties agree to comply with all required protection policies.
Seller agrees to defend, indemnify and hold Retailoid and its officers, directors, employees and agent harmless from and against all liabilities, losses, claims, damages and expenses of any nature on account of any transaction between the Buyer and the Seller.
- GOVERNING LAW:
The validity enforceability and performance of this agreement shall be governed by and construed in accordance with the laws of India subject to jurisdiction of courts in Mumbai.
Both parties agree for followings:-
I. Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either party without the written consent of the other Party.
II. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
III. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.
IN WITNESS WHEREOF the Parties hereto have entered into this Agreement on
Signed and Delivered by The Authorized Representative of Parties to this agreement:
For and on behalf of
For and on behalf of
1) Marketing Fee: - Seller shall pay 10% marketing fees to Retailoid
Inclusive of Service tax.
1) Payment Collection Fees: - Seller shall pay Rs 2.5 or 100 (whichever is higher) to Retailoid of transaction, as payment collection fees*.
1) Fulfillment Centre Charges: - Seller shall pay Rs. 00 for non-wooden packaging and for wooden packing as per a specific rate card.
* Dead weight or volumetric weight whichever is higher
1) Courier Fees: - Seller shall pay the courier fees as per below mention table:-
Note :- Starting 5 to 6 products will be dispatch from your end. And as we get to know, that the business is going in full swing we will arrange our courier partner at your door step
Note: - In addition to the fees and charges mentioned in Part- B, C and D, Service Tax will be charged extra.
2) Further, in case of return or replacement of product due to any reason as mentioned in agreement or below, Seller shall be liable to pay charges as mentioned below:-
Reverse pick up charges
Payment collection charges
Retailoid Marketing Fees
Direct Shipment Returns-
Damaged/defective/wrong Borne by Seller Borne by Seller Borne by Seller Borne by Seller
Vendor related cancellations-
Seller agrees to give commission to Retailoid in case of any cancellations due to the seller fault caused due to goods being Out of Stock / Cancellation due to delay in shipment beyond 3 days from published dispatch date, etc.; in case of incorrect product delivery due to size, colour related issues.
Post-shipment return/ Customer:
In case the order is shipped but it remains undelivered, Seller can claim payment of the money in the event of product is not returned to the Seller within 10 days of shipment.
Following details are required from Seller:-
· VAT No / TIN No
· CST No
· TAN No (if applicable)
· PAN No
· Copy of one Cancelled Cheque
To whomsoever it may Concern
The Seller hereby declares and confirms that it has the requisite permission to deal in the products represented through the brands
____________________________________________________________________________________________________________________. It has procured the
Authentic, original and genuine products from legitimate channels and has the right to enter into this agreement with Majic Ecommerce Solutions, allowing it and/or its
Agents and marketing partners, to arrange the display with an objective to sell and distribute the products to end consumers. The Seller hereby declares and confirms that in the fulfillment of its obligations under this Agreement, it will not infringe any intellectual property rights of Retailoid or any other third party.