No 14, 2nd Floor, New Timberyard Layout, Mysore Road, Bapuji Nagar., Near Satellite Bus Stop, Bengaluru, Karnataka 560026

AGREEMENT

This Agreement (“Agreement”) in entered into on 10th day of May,2018 at 11:00am

BETWEEN

COUNFREEDISE RETAIL SERVICES LIMITED (CIN: U74999KA2018PLC112826), is a Public Limited Company incorporated and validly existing under the Companies Act, 2013 and the Companies Act, 1956, and having its Registered Office at Plot No. 14, 2nd Floor, New Timber Yard, Layout Mysore Road acting through its Authorized Signatory Mr. Abhinandan M, [CEO], who has been duly authorized vide Authorization Letter dated 10/05/2018 passed by the Board of Directors of the Company , (hereinafter referred to as “Counfreedise” which term or expression, unless excluded by or repugnant to the subject or context hereof, shall mean and include its executors, administrators and permitted assigns) of the First Part.

AND

M/s. ______________, a Company/Firm incorporated under the Companies Act, _____ and having its registered office at _______________ through its __________, who has been duly authorized vide resolution/Authorization dated ______ passed by the Board of Directors/ Partners of the company/Firm (hereinafter referred to as “the Vendor” which term or expression, unless excluded by or repugnant to the subject or context hereof, shall mean and include its legal representatives, associates, affiliates, executors, administrators and permitted assigns) of the Second Part. The term “Counfreedise” and “Vendor” individually are hereinafter referred to as “the Party” and collectively hereinafter referred to as “the Parties”.

WHEREAS:

  1. The Vendor is engaged in the business of Retail Trade[∙].
  2. Counfreedise has inter-alia been engaged in thebusiness of facilitating online sale of the Products under the brand and style of “BuyMore”(“Platform”) which shall include hosting and technology, customer support, logistics, Vendor’s services (if availed by the Vendor), payment services and all the other related services as detailed in Clause 1 of this Agreement and have many registered users to whom BuyMore offer various services on Platform.
  3. The Vendor is desirous to sell its products (“Products”) listed in Schedule I1, as an initial list which shall be updated from time to time,through the Platform and Counfreedise has agreed to sell the Products on various e-commerce and retail Platforms2subject to the terms and conditions stipulated under this Agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants, terms, conditions, understandings, representations and warranties set forth in this Agreement, and for other good and valuable consideration (the receipt and adequacy of which are hereby mutually acknowledged), the Parties with the intent to be legally bound hereby agree as follows:

1. SCOPE OFSERVICES

It is agreed by and between the Parties hereto that Counfreedise is hereby authorized to sell the Products on various e-commerce platforms, retail platforms and through corporate sales (“Selling Portals”) from 3 northern, southern,eastern and western zones of India essentially comprising of cities listed in Schedule-II and the Vendor shall be entitled to market its Products through the Platform in the following manner:

  1. 1.1 The Vendor has provided Counfreedise a list of Products (Schedule-I) which it intends to sell through the Platform. The list of Products can be modified at any time during the tenure of this Agreement by mutual consent of the Parties.
  2. 1.2 Counfreedise shall make a Catalogue of the Products1 with the assistance of the Vendor in accordance with its standard practice and requirements of the Selling Portals. The Catalogue of Products shall be made as per the specifications of the product including but not limited to the description, image and details of the product as provided by the Vendor from time to time. The Vendor shall be solely liable and responsible for customer complaints or any other complaints, arising out of wrong, misleading or misrepresenting description, specification, image, or any other information that has been provided on Selling Portalsfor selling the products. The Vendor shall be responsible for intimating any changes with respect to the product description immediately so that the description in the Catalogue of Products can be accordingly changed by Counfreedise. Counfreedise shall never be liable on the delay on the part of the Vendor at any point of time.
  1. 1.3 Pursuant to the preparation of Catalogue of the Products, Counfreedise will issue a Purchase Order (“PO”) specifying the details of items and quantity of the Products),which shall be accepted and acknowledged by the Vendor within 2 (two) business days of receipt of the PO. Any discrepancy related to the PO sent to the Vendor by Counfreedise shall be raised within these 2 (two)business days by the Vendor and its failure to do so would result in deemed acceptance of the PO. The Vendor shall within the timeline specified in the PO, at its sole risk and cost, make arrangements to ship the products to the designated warehouse of Counfreedise, as mentioned in the PO.
  2. 1.4 Upon receipt of the products at the warehouse, Counfreedise shall verify the Products received against the PO and inform the Vendor about any discrepancy in relation to quality, quantity, breakage etc. within 7 (seven) business days from the date of receipt of the products. The Vendor shall replace such Productsimmediately as per the instructions of Counfreedise at its sole risk and cost. During the term of this Agreement, all the Products supplied vide POs by Counfreedise shall be stored at the warehouses of Counfreedise in the manner as mentioned in Clause 4 herein under.
  3. 1.5 Pursuant to the verification of the quantity and quality of the products at the warehouse, Counfreedise shall label each product in accordance with the requirements of the Selling Portals and shall further create an account of the Vendor at sellerbuymore.com1 (“Website”) wherein the Vendor will have access to the Vendor’s sale and stock reports of the Products. The cost of labelling shall be solely borne by the Vendor.The Websitewould contain an ERP system which would show the real-time data of the orders received for the Products of the Vendor, stock available at the warehouse of Counfreedise, quantity reconciliation details, account ledger as per previous payment, order returns, tax invoices, mock ledgers and a comprehensive dashboard with summarized analytical data for the review by the Vendor from time to time. 2 In case the website is unable to generate the desired reports/data due to technical reasons, the Vendor shall intimate the same to Counfreedise and Counfreedise shall generate e-copies of the desired reports/data for the period of 30 (thirty) days prior to the date of such intimation and send them to the Vendor within 7 (seven) business days.
  4. 1.6 The Vendor shall have a right to revise the Sale Price associated with any Product on the website of Counfreedise onany number of times as it deems necessary from time to time. Counfreedise shall make its best endeavor to ensure such changes in the Sale Priceshall reflect in the Selling Portals within 2 (two) working hours (“Variation Period”), except in case of any technical reasons with the Website and Counfreedise shall not be liable forthe changes made by the Vendor in any manner.
  1. 1.7 Once the Products are labelled and inbounded in various shelves of the warehouse1, the same shall be made available at the Selling Portals for actual sale. Upon receipt of an order, Counfreedise shall pack and deliver the Products as per the instruction of the Selling Portal. The complete logistic arrangement in relation to delivery of Products shall be made by Counfreedise. The Vendor shall bear all the cost related to the packaging and delivery of the Products.
  2. 1.8 In the event, any Product delivered is returned due to any reason whatsoever including breakage and damage, the same shall be replaced by the Vendor at its sole risk and cost and Counfreedise shall not be held liable and responsible for any such damage caused to the Product while delivery or re-pickup or re-delivery of the Products or in case a different product than the one originally sent is returned by the customer.Any reimbursement from Counfreediseto the Vendor shall only be made in case the product is lost from the warehouse of Counfreedise or the product is lost in transit of returns. In such case the reimbursement value shall be equal to the amount of payment value of the lost product as agreed upon in the PO. In case any product of the Vendor remains missing for a period of more than 90 (ninety) days, Counfreedise shall automatically reimburse the Vendor without the need of a separate claim with respect to the missing product. 1All the Products returned shall be categorized in three categories by Counfreedise:
    1. Good Condition: The Products which are in good condition as per the assessment of Counfreedise shall be kept in warehouse for resale.
    2. Damaged/Repairable: The Products falling in damaged/repairable category shall be kept separately and Counfreedise shall inform the Vendor about such Products with details of refurbishment required. Counfreedise will upload the images of all damaged/alternate/missing/returned Products on theWebsite in the same condition as it was received by Counfreedise e. In the event, the Vendor agrees to refurbish the Product, Counfreedise shall send the products back to the Vendor for refurbishment and the same shall be done within 3 (three) months of receipt of information from Counfreedise.The refurbishment shall be done by the Vendor at its sole cost only.Counfreedise shall never be liable for the same in any manner.
    3. Disposition: In the event, the Vendor does not agree to refurbish the Products,and thenthe Vendor shall be bound to collect the Products collected from the warehouse of Counfreedise within three(3) months from the date of intimation by Counfreedise.In the event the Vendor fails to remove the Products
  1. 1.9 The vendor hereby agrees and acknowledges that all the costs associated with the replaced/returned Products shall be borne by the Vendor and the Vendor shall further issue necessary credit notes within two (2) working days of receipt of intimation regarding return/replacement of the Products by Counfreedise. The credit notes shall be reconciled at the end of each quarter and the amount due and payable by the Vendor to Counfreedise under the credit notes shall be paid by the Vendor to Counfreedise e within two(2) working days of such reconciliation. In the event, the Vendor fails to make such payments within such time, Counfreedise shall have the right to deduct the same from the amount due and payable by Counfreedise to the Vendor under this Agreement without any further intimation to the Vendor.

2. CONSIDERATION

For the abovementioned Scope of the Services, the Vendor shall pay the following consideration/ charges to Counfreedise:

  1. Portal Commissions and Charges:
    The Vendor understands and agrees that Counfreedise e would be required to pay certain charges to the Online Stores, such as the portal commission, logistic charges and/or any other charges (“Portal Charges”). ThePortal Charges of various online selling portals are available on their respective portals websites. It shall be the responsibility of the Vendor to check the portal charges from time to time and the Vendor shall inform Counfreedise about any discrepancy relating to the portal charges within a period of 30 (thirty) days from the date of an order or the return date of such order. Counfreedise shall reimburse the Vendor such amount subject to the condition that the Vendor informs Counfreedise within 30 (thirty) days from the order date or the return date of such order.

    Further, the Vendor agrees to pay to Counfreedise, a retainer fee for utilization of the Platform for sale of its Products through Selling Portals ("Retainer Fee”) in the following manner:

    Selling Portal First Selling Portal (per month) Subsequent Selling Portals (per month)
    Only in India INR 150/- (Rupees One Hundred Fifty Only) INR 60/- (Rupees Sixty Only)
    International INR 250/- (Rupees Two Hundred Fifty Only) INR 250/- (Rupees Two Hundred Fifty Only)

    Counfreedise shall adjust the Portal Charges and the Retainer Fee as part of the value of purchase and sale of the product. The Vendor shall bill the product to Counfreedise at the value arrived after deduction of the Portal Charges and the Retainer Fee and Counfreedise shall not issue any additional invoice with respect to the above charges.
  2. Counfreedise ’s Commission:
    The Vendor shall pay Counfreedise,a commission at the rate of twoper cent(2%) of the Sale Priceplus applicable taxes1.Counfreedise ’s Commission shall become due and payable on each Product immediately upon placement of an order on the Selling Portal for such Product.Counfreedise’s Commissionshall be deducted from the amounts payable by Counfreedise to the Vendor. The difference in billing amount and the amount to be paid to the Vendor shall be covered up by using credit or debit note, which shall be raised periodically by Counfreedise.
  3. Pick and Pack Charges:
    The Vendor understands and agrees that all the Products sold through the Platform will be packed and delivered by Counfreedise and Counfreedise will charge a pick and pack charges ("Packing Charges”) depending on the size and weight of such Product. The Packing Charges are detailed in Schedule-III hereto. The Vendor hereby agrees that the Packing Charges are subject to revision from time to time and Counfreedise shall intimate the Vendor about any such revision on Packing Charges by way of an email seven (7) days prior to the effecting such revisions on Packing Charges. The Parties agree that in the event, the Vendor intends to provide its own packaging material, an amount of INR 5/- (Rupees Five Only) shall be deducted from the Packaging Charges, subject to the condition that such packaging material as provided by the Vendor shall meet the required standards of Counfreedise and the Selling Portal through which the sale will actually be effectuated. The Packing Charges shall be deducted from the amounts payable by Counfreedise to the Vendor.
  4. Re Labelling Charges:10
    Counfreedise would charge aRe LabellingCharge of INR 2/- 2(Rupee TwoOnly) (“Re-Labelling Charges”)per Product for all the returns processed by Counfreedise. Counfreedise shall intimate the Vendor via e-mail in case of any changes made in the Re-Labelling Charges.In the case of Re Boxing, the Vendor shall provide boxes/packaging material to Counfreedise and as such Counfreediseshall not bear any expensesrelating to the re-labelling and re-boxing of returned units at any point of time.The Re-Packing Charges in case of returned products shall solely be borne by the Vendor and such Charges shall be intimated by Counfreedise to the Vendor prior to the Re-packingand Re-packing shall be conducted only after approval of the said charges by the Vendor and Counfreedise shall adjust such amount from the amounts payable by Counfreedise to the Vendor.3
  5. Removal of Products from the Warehouse:
    Counfreedise would charge a fee of INR 10/- (Rupees Ten Only) per product for removal of products from the warehouse of Counfreedise in case the Vendor chooses to remove a quantity or stock above 50 per cent of the current stock prior to the approval of such removal by Counfreedise, 1within a span of fifteen (15) days from the date of delivery at the warehouse. In case, the quantity or stock removed from the warehouse of Counfreedise within 15 (Fifteen) days, aggregatedto less than fifty (50)per cent of the currentstock such charges/fees shall be waived off and considered as not applicable.
  6. Other Charges:
    In addition to the aforesaid charges, the Vendor shall also be liable to pay other charges towards the other services to be opted from Counfreedise during the currency of the Agreement. These charges shall be levied on the Vendor after seeking prior approval from Vendor. Counfreedise shall raise invoice for other charges on the Vendor periodically.
  7. ReturnLosses Charges:
    The Vendor is liable to pay Return LossCharges on the returned product on the basis of the invoice raised by the operating portals from time to time.In case of return of the Product, no additional charges will be levied on the Vendor for return from Counfreedise for receiving inwarding the products if they are in a saleable condition. Additionally, if the product is damaged, images of the product will be available the Website which would enable the Vendor to take an appropriate decision on the same in a time bound manner.The Vendor shall intimate any such discrepancies within a period of 30 (thirty) days from the date of communication by Counfreedise.
  8. ReturnLosses Charges:
    The Vendor is liable to pay Return LossCharges on the returned product on the basis of the invoice raised by the operating portals from time to time.In case of return of the Product, no additional charges will be levied on the Vendor for return from Counfreedise for receiving inwarding the products if they are in a saleable condition. Additionally, if the product is damaged, images of the product will be available the Website which would enable the Vendor to take an appropriate decision on the same in a time bound manner.The Vendor shall intimate any such discrepancies within a period of 30 (thirty) days from the date of communication by Counfreedise.
  9. Credit and Debit Notes:
    Counfreedise shall raise credit or debit notes to the Vendor from time to time. For example, Sales price of a product on an e-commerce portal is Rs 1000, portal charges are Rs 200, service tax GST = Rs 36, Counfreedise charges Rs 30, service tax GST Rs 5.4, GST on product sales is Rs 180. Based on these value of the products, Counfreedise shall raise a bill to the Vendor to bill the Counfreedise the product on PO value = Rs ((1000-180) – (200 +30)) = Rs 590 plus GST. However, in case any of these value changes after purchase of the product by the Customer, then Counfreedise shall rise a credit note or debit note will be issued to the Vendor for effecting the revision on the prices of the product in the Original bill periodically.

3. BILLING AND PAYMENT

  1. Counfreedise agrees and undertakes to pay to the Vendor an amount equivalent to the actual sale price to be decided by the Vendor and as reflected on the website of Counfreedise by the Vendor after deduction as per Clause 2 stated herein above and GST/other applicable taxes payable for the given sale therein.
  2. Vendor would raise an invoice as per the PO raised by Counfreedise. PO value is decided based on sale price suggested by the brand and current amazon commissions and other expenses. Any difference in the invoice value and PO will be accounted by raising a credit note/debit note. Similarly, in case, the Vendor decides to change the Sale Price when compared to the day the Product is actually invoiced, difference in the invoice value and Value will be accounted by raising a credit note/debit note.
  3. The Vendor agrees and understands that during the Variation Period, the Sale Price will be considered as earlier appearing and not the revised price and the Invoice for all the Sold Products during the Variation Period shall be raised on the basis of the original Sale Price and not on the basis of revised Sale Price.
  4. The Vendor agrees that any change in the Sale Price would lead to changes in Vendor price, however, such changes will not be reflected in the invoice and hence there shall be adjustments in the form of credit note/debit note to be raised by the Vendor to Counfreedise for compensating revision in the prices. Thereconciliation on this account shall be doneperiodically1by Counfreedise.
  5. The Vendor agrees that the whole transaction as envisaged under this Agreement is on “Sales or Return Mode”which is an arrangement by which a retailer pays only for goods sold and return the unsold goods to the wholesaler or manufacturer.1” Counfreediseshall make all the payments to the Vendor against the invoice for the Sold Products within two (2) days of receipt of payment from the Selling Portals. While making such payments, Counfreedise shall provide clarification with regard to the deductions made by Counfreedise. The Vendor agrees and acknowledges that Counfreedise shall be liable to make payment to the Vendor only upon receipt of payment from the Selling Portals against the actual sale and that any discrepancy under this clause shall be brought to the notice of Counfreedise within 30 (thirty) days from the date of receipt of payment by the Vendor.
  6. The Parties hereby acknowledge that all the payments required to be made under this Agreement are subject to deduction of necessary taxes and the Party making such deduction shall be liable to provide necessary certificate in respect of such deductions to the other Party. The Vendor explicitly agrees that it shall bear all the applicable taxes, duties, or other similar payments (including GST) arising out of the sales transaction of the Product through the Platform/Selling Portals from time to time and Counfreedise shall not be liable or responsible to collect, report, or remit any taxes arising from any such sale transaction undertaken in pursuance to this Agreement at any point of time.
  7. The Vendor agrees that in the event the Vendor fails to make the payments required to be made by the Vendor to Counfreedise under Clause 2 of this Agreement, Counfreedise shall be entitled to deduct all such amounts from the Sale Price required to be paid by Counfreedise to the Vendor under this Agreement.

4.STORAGE, LIABILITIES AND FEES:

  1. The Parties agree that the Products agreed to be sold through the Platform will be stored at the registered warehouses of Counfreedise. For this purpose, the Parties hereby agree that the Products to be sold:
    1. in southern zone, the products shall be stocked in warehouse of Counfreedise located at Bengaluru;
    2. in western zone, the products shall be stocked in warehouse of Counfreedise located at Mumbai; and
    3. in the northern zone, the products shall be stocked in warehouse of Counfreedise located at Delhi.
    4. in the easternzone, the products shall be stocked in warehouse of Counfreedise located at ___________.
  2. Counfreedise shall have the right to ship/courier these Products to various locations as per the orders received from the Selling Portals.
  3. The Vendor will not be charged any storage fee for the stocks till the date of expiry of 180 (One Hundred and Eighty) days from the date of receipt of the Products in the warehouse of Counfreedise for stock keeping. After the expiry of the period of 180 (One Hundred and Eighty) days,Counfreedise would charge storage fee from the Vendorwhich would depend on category of the Product and would be communicated to the Vendor separately by Counfreedise from time to time.
  4. The Vendor shall have an option to request for return of unsold stock of Products from Counfreedise. For the purpose of return of such unsold stock of Products from Counfreedise, the Vendor shall make a written request detailing the reason, list of items, batch number and other relevant details of the Products desired to be returned (“Returnable Goods”). Upon receipt of such request from the authorized representative of the Vendor, Counfreedise shall permit removal of such Returnable Goods within 48 (Forty-Eight) hours of receipt of such request from the Vendor. The Vendor shall make all necessary arrangements for removal of the Returnable Goods. In case, the Vendor fails to make the arrangements for removal of the Returnable Goods and/or requests Counfreedise to make such arrangements, Counfreedise may at its discretion, make all the arrangements for pick-up from the warehouse and delivery of the Returnable Goods to the address designated by the Vendor in writing in advance, at the sole risk and cost of the Vendor and Counfreedise shall never be liable on any account for the same at any point of time.

5.WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF THE VENDOR

The Vendor warrants and represents that:

  1. They have a valid and legal existence and have the right and full authority to enter into this Agreement with Counfreedise;
  2. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law;
  3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
  4. They are an authorized business establishment and holding all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with Counfreedise.
  5. They shall at all times ensure compliance with all the laws and statutory requirements applicable to their business and for the purposes of this arrangement including but not limited to intellectual property rights, goods and service tax, standards of weights andmeasures legislation, excise and import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities on time bound manner;
  6. They have adequate rights under relevant laws to enter into this Agreement with Counfreedise and to perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third Party;
  7. hey shall provide Counfreedise with copies of any document required by Counfreedisefor the purpose of performance of its obligations under this arrangement within 24 hours of receipt of a written notice from Counfreedise;
  8. The complete responsibility and liability for any Product or its brand, originality, quality, quantity, use and specifications shall solely be vested with the Vendor and that the Vendor shall be solely liable and responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on Counfreedise in this regard on any account;



  9. It agrees and undertakes not to upload any text, images, graphics (for description and display of product on the website of Counfreedise or the SellingStore) which is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating and against the public policy;
  10. The Vendor shall pay Counfreedise service charges as specified by Counfreedise on every transaction and that the Vendor shall provide all the required details of completed transaction to Counfreedise for record keeping and reconciliation on time bound manner; and
  11. The Vendor shall not release of any promotion/advertisement material without seeking prior written approval from Counfreedise as the same are services offered pursuant to the terms of this Agreement.

6.NON-DISCLOSURE AGREEMENT OF CONFIDENTIAL DATA

  1. The Vendor hereby agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury and loss to Counfreedise and therefore,Counfreedise shall be entitled to invoke appropriate equitable relief including the relief of injunction and or specific performance, in addition to any other remedies available at law.

7.TERMINATION AND EFFECTS OF TERMINATION

  1. Termination of Business:
    In case the Vendor utilizes the services in contravention to the terms and conditions of this Agreement, Counfreedise 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 theVendorand to remove/block/close the sale of the Products and to furnish such details about the Vendor upon a request received from any statutory authorities or under a court order without incurring any liability to refund any amount to the Vendorwith immediate effect.
  2. In case the vendor commits fraud, cheating ormisrepresentation on the performance of the terms and conditions of the agreement, Counfreedise shall have the right to suspend the services provided to the Vendor immediately without any notice and further the Vendor shall be given 15 (fifteen) business days to prove its stand on the matter for continuing its agreement with Counfreedise. If the Vendor is not able to clear his stand on the matter within the stipulated time, subject to the satisfaction of Counfreedise, Counfreedise shall terminate the agreement with the Vendor with immediate effect. The products of the Vendor lying with Counfreedise shall be sold at the sole discretion of Counfreedise and shall be adjusted towards the cost/loss incurred to Counfreedise attributable to the acts of the Vendor. If the amount received on account of the sale of the products of the vendor is not able to meet such cost/loss of the Counfreedise, the Counfreedise shall be entitled to recover such amount from the Vendor at its cost and risk by adopting appropriate measures as available under law.
  3. In addition to the above,the Agreement may be terminated by Counfreedise in the event:
    1. The Vendor fails to make any payments required to be made to Counfreedise within the timelines agreed under this Agreement, or
    2. The Vendor commits a material breach of any representation, warranties, obligations, covenant, warranty or terms of this Agreement, or
    3. Filing a petition for insolvency against the Vendor before appropriate Forum/Court, or
    4. Vendor is in infringement of the third Party’s rights including intellectual property rights.
  4. This Agreement may be terminated by either Party giving the other Party, a written notice of 30 (thirty) days in advance subject to the terms of the Agreement.
  5. Effect of Termination:16
    1. In the event of termination/expiry of this Agreement, Counfreedise shall stop selling the Products through the Platform with immediate effect. Counfreedise would return the Products lying in the warehouse of Counfreedise within thirty (30) days of termination of this Agreement and for the Products to be received as return from any of the Selling Portal, it shall be within Ninety to One Hundred Twenty (90-120) days from the date of termination of this Agreement, provided there is GST input of the Vendor left with Counfreedise. In the event, the GST credits have not been entered in the name of Counfreedise; the Vendor shallbe liable to GST credits for invoicing of the Products received as returned. With respect to the Products reflecting as “No Status” in the Counfreedise stock file as the time for return of the Products or reimbursement for the same is ordinarily within ninety (90) days from the Selling Portals and therefore, such Products would be returned as and when the return is received by Counfreedise or from the receipt of reimbursement for the same.

    In the event of termination, the last and final payment required to be made by Counfreedise to the Vendor will be withheld and shall be settled by Counfreedise withinforty-five (45) days from receipt of the written termination notice. The Vendor hereby understands and agrees that this delay is due to the nature of the business i.e., e-commerce wherein the completion of return by ultimate consumer would take certain time.
  6. (The final payment shall be released by Counfreedise to the Vendor upon submission of a provisional no dues certificate made pursuant to mutual reconciliation of accounts by the Vendor and Counfreedise, which would mention the total amount due and payable by Counfreedise to the Vendor. Upon receipt of the amount mentioned in the said provisional no dues certificate, the Vendor shall not be entitled to make any claim for additional payments from Counfreedise.
  7. In the event the amount payable by the Vendor to the Counfreedise at the time of termination of the Agreement is higher than the amount due and payable by Counfreedise to the Vendor, Counfreedise shall be entitled to retain the Products and shall have a right to sell the Products to recover the amounts due to it from the Vendor till the date of payment of entire amount due and payable by the Vendor to the Counfreedise.
  8. Counfreedise shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this Agreement on any account.
  9. During the period under notice of termination, both the Parties shall be bound to perform its obligations incurred under this Agreement and the same shall survive and supersede the termination of this Agreement.

8.INDEMNITY

  1. The Vendor indemnifies and shall hold indemnified Counfreedise , its directors, 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 Vendor’s product, the breach of any of the Vendor’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 Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, Standards of Weights & Measures legislation, Excise and Import duties, etc. . For the purpose of this clause reference toCounfreedise shall also include the ultimate sellers and such other agencies through whom Counfreedise shall make the Products available to the customers.
  2. Counfreedise agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default solely attributable to the acts of Counfreediseunder this Agreement.

9.LIABILITY OF THE PARTIES

  1. Counfreedise on the basis of representation by the Vendor has created the Platform whereby the Vendor can sell its products through various Selling Portalswith which Counfreedise has a tie up. This representation is the essence of the Agreement.Counfreedise shall further under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, 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 in any manner.
  2. The Vendor agrees and acknowledges that the Vendor shall be solely liable and responsible for any claims, damages, allegation arising out of the Products offered for sale (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, warranty, shortfall, inadequacy or any other related claim) and shall always hold Counfreedise harmless and indemnified against all such claims and damages.
  3. Counfreedise shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives at any point of time.
  4. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that Counfreedise is merely a facilitator for the sale of the Vendor’s Product and the Counfreedise shall neverbe responsible/ liable for the Product, its design, function, condition, manufacturing,selling, financial obligations, warranties and guarantees Counfreedise reserves its right to state appropriate disclaimers while selling the product through the Platform from time to time.

10.ARBITRATION

  1. All disputes and differences between the parties hereto regarding the construction or interpretation of any of the terms and conditions herein contained or touching these presents or determination of any liability shall be referred to Arbitration under the Indian Arbitration and Conciliation Act, 1996 or any other statutory modification or re-enactment thereof for the time being in force. Both the parties shall agree upon appoint of a sole Arbitrator whose decision shall be final and binding on the Parties. The language of the arbitration shall be English. The parties shall bear and pay their respective costs, charges and expenses of the arbitration proceedings.

11.JURISDICTION AND GOVERNING LAW

  1. The obligations, performance, interpretation and contents shall be governed by Indian law.
  2. Delhi Courts alone shall have jurisdiction in all matters arising out of touching and/or concerning transactions under the Agreement and the jurisdiction of all other Courts is specifically excluded.

12.NOTICES

  1. All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.

13.INTELLECTUAL PROPERTY RIGHTS

  1. The Vendor expressly authorizesCounfreedise 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 its websiteand Selling Portals through which Counfreedise intends to sell the Products and such other places as Counfreedise may deem fit and necessary. It is expresslyagreed 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/logo on the publicity, advertising, promotional or other material in relation to this Agreement shall be construed or as granting any right, title or interest of any nature whatsoever by one party to other Party’s trademarks and/or logo at any point of time.

14.ENTIRE AGREEMENT

  1. This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

15.ASSIGNMENT

  1. Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible or conveyable by Vendor, either by operation of law or otherwise, without express prior written consent of Counfreedise.
  2. Counfreedise shall have a right to assign this Agreement without seeking prior consent from the Vendor. The Parties agree that change in composition and/or constitution of Counfreedise shall not affect the validity and enforceability of this Agreement at any point of time.

16.RELATIONSHIP OF PARTIES

  1. Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. Counfreedise shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to, represent, bind or assume any obligation on behalf of Counfreedise.

17.INSURANCE

  1. The Vendor shall at all-time shall be responsible for insuring the Products and shall further take out adequate insurance policies to cover all kind of risks involved in the Agreement. However, Counfreedise shall take adequate insurance to cover theft/damage to the Products lying in its warehouse during the tenure of the Agreement.

19.FORCE MAJEURE

  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 default 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.WAIVER AND AMENDMENT

  1. No waiver or any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions and will not be effective unless it is made in writing and signed by an authorized representative of the waiving Party.
  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.

21.SURVIVAL

  1. Notwithstanding the termination of this Agreement for any reason whatsoever including Force Majeure, Indemnity, Liability of Parties, Arbitration, Jurisdiction and Governing Law, Intellectual Property Rights, Limitation of Liability and Confidentiality shall survive such termination and shall remain in full force and effect.



SCHEDULE I

PACKING CHARGES

Pick and Pack Charges:

These are the Packaging charges for Customer Shipments. Please note these are the rates as per subsidized prices by the portals. These will vary as per Portal Charges. SellerBuyMore will abide website standards for customer packaging. This will lead to overall cost reduction through reduction in Damages and Returns of shipments. Pick and Pack varies as per size of the product which decides the Packaging material used.

  1. Small Size:

    Charges Amount : 10

    A packaged unit with the following weight and dimensions:

    • 1 kg or less (Additional package weight of 80gms is added to product weight)
    • 30.48 cm (12 inches) or less on its longest side
    • 20.32 cm (8 inches) or less on its median side
    • 10.16 cm (4 inches) or less on its shortest side
  2. Standard Size:

    Charges Amount : 15

    A packaged unit with the following weight and dimensions:

    • 12 kg or less (Additional package weight of 100gms is added to product weight)
    • 50.8 cm (20 inches) or less on its longest side
    • 40.64 cm (16 inches) or less on its median side
    • 25.4 cm (10 inches) or less on its shortest side
  3. Over Size:

    Charges Amount : 50

    A packaged unit with the following weight and dimensions:

    • 12 kg (Additional package weight of 120gms is added to product weight)
    • 50.8 cm (20 inches) on its longest side
    • 40.64 cm (16 inches) on its median side
    • 25.4 cm (10 inches) on its shortest side


SCHEDULE II

LIST OF CITIES

Counfreedise Bangalore

Bangalore GSTN Number : 29AAHCC5575A1ZN

#14, 2nd , 3rd and 4th Floor, new timber yard layout, near satellite bus stand, mysore road opp: rosewood international hotel Bangalore : 560026




Counfreedise Mumbai

Mumbai GSTN Number : 27AAHCC5575A1ZR

Gala No: F1 – 1,2,3 and F2 – 1,2 Near Krishna complex, Opp kamal Motors Nashik Road, Sonali village, Bhiwandi Thane – 421302.




Counfreedise Delhi

Delhi GSTN Number : 07AAHCC5575A1ZT

Kh no 7/2, 100 feet road, Ghitorni, South west delhi, Delhi – 110030

Please note, by logging in you accept all terms of trade with BuyMore.