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These terms and conditions constitutes a contract (the “Agreement”) between Indian Tigers Sports Company Private Limited (hereafter referred to as “Company”) and you (hereafter referred to as “Seller”) which term shall, unless repugnant to or inconsistent with the context, mean and include, his/ her respective heirs, executors, administrators, legal representatives and assigns. Please read the Agreement carefully. In addition, when Seller uses any current or future service or business of Company, Seller also will be subject to the guidelines, terms and agreements applicable to such service or business.
These “Terms & Conditions” constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.
“Company” and “Seller” are hereinafter also referred to as 'Parties' collectively and 'Party' individually.
I. Seller fully understand and agree that Company is engaged, inter alia, in the business of trading of Sports, Fitness and Health goods and owns an e-commerce website www.sportsgeo.com that is focused on the dissemination and sale including but not limited to of all kinds of Sports goods, fitness goods, health goods, apparels, accessories (the “Site”).
II. Seller is interested in working with the Company in marketing and e-commerce arrangements for online sale of Seller’s Products.
III. Certain initially capitalized terms are defined in Exhibit 1.
When Seller visit the Site or send e-mails to Company, Seller is communicating with Company electronically. Seller is providing its consent to receive communications from Company electronically. Company will communicate with Seller by e-mail or by posting notices on this Site. Seller agree that all Agreements, notices, disclosures and other communications that Company provides to Seller electronically satisfy all legal requirements that such communications be in writing.
Therefore, Seller fully agree as follows:
1. Promotion of Seller’s Products
(a) Seller hereby grants to the Company a non-exclusive right to promote Seller’s Products during the term of this Agreement.
(b) Once this Agreement has been accepted by the Seller, Company shall create a fully functional e-shop for Seller on the Site.
(c) The Company shall promote the Products in the manner determined appropriate by the Company. All sales of Products shall be effected through Company’s billing, server and computer systems.
(d) Seller agrees to provide all customer service and support for the Products with reasonable responsiveness and turn-around times.
(e) The Company agrees to provide all customer service and support for the Site with reasonable responsiveness and turn-around times.
(f) Seller shall reasonably cooperate with the Company to effect the items contemplated above.
(g) The details of the Products shall be as per the products listed by Seller on the Site, and arrangement is more specifically set out and detailed as per services/ package chosen by the Seller while registering on the Site.
2. Term and Termination
2.1 The initial term of this Agreement shall be five (5) years from the date hereof. Thereafter this Agreement shall renew automatically for additional term of five (5) years unless either party shall give written notice at least 3 months prior to any such renewal that the Agreement shall not so renew.
2.2 Effect of Termination:
(a) In the event of termination/expiry of this Agreement, the Company shall forthwith remove the links/pages/listing of the products of the Seller on the Site. The Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of this agreement.
(b) The rights and liabilities of the Parties arising prior to the termination of this Agreement including the liability to pay any amounts to the other Party shall survive the termination of this Agreement.
(c) Both the Parties shall be bound to perform its respective obligations under this Agreement during the notice period and this sub-clause shall survive the termination of this agreement.
3. Compensation & Prices
(a) Seller will offer Transfer Prices/ best discounted Prices including all the taxes, levies etc. to the Company as agreed under this agreement. Prices of the products offered to the Company shall be the best prices i.e. better discounted as compared to open market situations & being offered to its distributors by Seller. All products prices shall be further discounted regularly and shall have forward price protection.
(b) Percentage discounts on all the products of Seller mentioned in Exhibit 2 shall be valid for the term of this Agreement and shall be subject to further regular increase in discounts based on the volume and market conditions.
(c) In case of Seller offering better discounted prices to any of its retailer, distributor or in open market as compared to prices mentioned in this Agreement then same extended discounted prices shall be made applicable to the Company under this Agreement.
4. Transaction Process:
Following is the Transactional Process of Sale of Seller’s Products on the Site:
a. Customer orders Product of Seller on the Site.
b. Sales revenue shall be collected in the designated bank account from the Customer through the online payment system of the Site.
c. Order Statement shall be generated from the Site.
d. Seller will issue its invoice based on the order statement and Product shall be dispatched to the customer on the basis of this invoice. Transfer Price/ best discounted price of the Seller’s Product shall be disbursed to the Seller within 7 days after the close of the month and reconciliation in which sale revenues are received.
e. Company will set off its margin share by raising commission invoice onto the Seller.
5. Seller Content
(a) Seller shall provide to the Company articles, advice, tips, images of its Brand Ambassadors & celebrities endorsing its products or FAQ’s useful for the Company in connection with promoting the Products. The Seller’s Product specification, diagrammatic pictures, size specification shall be provided in electronic files in the format specified by the Company from time to time.
(b) Seller shall assist the Company in connection with any revisions to the Seller Products for posting on the Site including inventory stocks and delivery estimated timelines.
(c) Seller represents that it has all the rights to the Seller Products, that Seller Products does not infringe or violate any third party’s rights including intellectual Property Rights, that Seller Products information are accurate, complete and up-to-date, and that they don’t violate any law or regulation.
(d) Seller grants to the Company during the term of this Agreement a worldwide, non-exclusive, royalty free license to publicly publish, display and/or distribute, in electronic form, the Seller Products, images of its Brand Ambassadors & celebrities endorsing its products etc.
6. Obligations of the Seller
The Seller shall:
(a) Seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through Site.
(b) On receipt of the approved order, Seller shall dispatch / deliver the products within the time as specified in the product description on Site.
(c) In the event the products are not accepted by the customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Seller at no extra cost to the aggrieved customer. Since the Company is merely a Facilitator, the Seller hereby authorizes the Company to entertain all claims of return, with due intimation to the Seller, of the Product in the mutual interest of the Seller as well as the customer.
(d) The Seller shall not send any of its promotional or any other information with the products ordered by the customer and shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company.
(e) The Seller shall ensure that the products dispatched against an order through Site are of the same description, quality, size, colour, quantity and price as are described and displayed on Site.
(f) Seller shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Seller.
(g) The Seller shall at all time during the pendency of this Agreement endeavour to protect and promote the interests of the Company and ensure that third party rights including intellectual property rights are not infringed.
(h) The Seller 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, Value added tax, 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.
7. Intellectual Property Rights
Neither party shall acquire any ownership interest in each other’s intellectual property. All names and other information concerning a Company Customer shall be the sole and exclusive property of the Company. The Company grants a non-exclusive, royalty free, revocable license to the Seller to use such customer information for the purposes of billing and accounting only, and the Seller shall not be entitled to use such information in any other manner whatsoever for any purpose. The Seller hereby authorizes the Company to place the Seller’s/ Brand logo, trade name and trademark on the Site as a means to identify the Seller and the Seller Products and to otherwise use such items in connection with the purposes of this Agreement. The Company shall follow all reasonable directions received from the Seller concerning the protection under applicable laws of such logo, trade name and trademark.
8. Confidential Information
(a) Each party acknowledges and agrees that any Confidential Information received from the other party shall be the sole and exclusive property of the other party and may not be used or disclosed except as necessary to perform the obligations required under this Agreement.
(b) Upon termination of this Agreement, each party shall promptly return all information, documents, manuals and other materials belonging to the other party except as otherwise expressly provided in this Agreement.
9. Promotional Materials/ Press Releases
Each party shall submit to the other for approval (which approval shall not be unreasonably withheld or delayed), marketing, advertising, press releases, and other promotional materials related to this Agreement, provided, however, that each party shall be permitted to disclose the existence of this Agreement and the nature of the relationship specifically excluding the agreed commercial arrangement under this Agreement without the consent of the other.
10. Limitation of Liability
(a) Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from the products or any other provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business, costs of delay, or liabilities to third parties arising from any source.
(b) The Parties shall be respectively responsible for the proper payment of taxes which may be levied in respect of sales of the Seller’s products through the Site.
(c) The Company has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Seller agrees to hold the Company harmless in the event of any claims by customers with respect to any issues with the Products. The Seller hereby represents and warrants to the Company that the Products shall not infringe on or violate the Intellectual Property Rights or other rights of any third party and shall not contain any content which violates any applicable law, regulation or third party right.
(d) The maximum cumulative liability of the Company under this Agreement shall be limited to the amount of commissions received by the Company in the preceding month.
11. Breach of Contract
Failure to comply with this Agreement shall entitle the Company to close Seller’s Site-based e-shop without prior notice and shall also entitled the Company to forthwith terminate this Agreement.
12. Relationship of Parties
The Parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking.
13. Code of Conduct
(a) Seller warrants that the Products are produced in compliance with all applicable requirements of the International Labor Standards Act, and of regulations and orders of the Govt. of India.
(b) Seller represents and warrants that Seller and its contractors are not engaged in and shall not engage in any labor practice in violation of the laws or regulations of the country of manufacture or assembly of the Products involving unsanitary and/or unsafe labor conditions.
14. Force Majeure
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, virus, malware, Trojans or any other defects on the Site.
(a) This Agreement constitutes and contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
(b) This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto.
(c) This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
(d) The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, confidentiality and warranties and intellectual property shall survive any termination or expiration of this Agreement.
(e) Applicable Law & Venue: This Agreement is made and entered into at New Delhi and shall be governed by and construed and enforced in accordance with the laws of the India without regard to conflict of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach or validity hereof shall be adjudicated only by a court of competent jurisdiction at New Delhi. In the event of any proceeding to enforce the provisions of this Agreement, the prevailing party (as determined by the court) shall be entitled to reasonable attorneys' fees as fixed by the court.
(f) The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
16. Additional Terms
Exhibit 1 contains certain additional terms.
The following definitions shall apply to this Agreement.
“Site” is defined in Recital A of the Agreement.
“Products” means goods and/or services manufactured/offered by Seller or goods and/or services of the Brand/Other Company for which Seller is an Authorized distributor/ Stockist/ Retailer.
“Seller Products” are the Products offered by Seller as defined above.
“Digital Content” means any product or service deliverable electronically over the internet.
“Company Customers” means persons who purchase any Products from the Company (the Site) or who are referred to Seller or its website(s) by the Company, or customers who originated from the Site and were transported to Seller’s website.
“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), any information relating to services, developments, inventions, processes, plans, financial information, forecasts, and projections and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if:
i. it was already known to the receiving party prior to the date of this Agreement as established by documentary evidence;
ii. it is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party;
iii. it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order.
1. Order Delivery
a) Seller shall assign the dedicated single point of contact human resource (throughout the 365 days of the year). Assigned dedicated human resource shall have computer, printer, email facility, short text message (mobile sms) facility, landline number, mobile number etc. for successful functioning & ensuring the deliveries in stipulated time.
b) Seller shall provide Company with a detailed listing of all Products including but not limited to the images, product data feeds, product catalogs, product retail prices, product transfer prices/ best discounted prices (including taxes & levies), and all other charges which may be due in affiliation with each product / item. The discounts for each product displayed on the site shall be the sole discretion of the Company. Seller shall regularly provide images of its brand ambassadors & other celebrities endorsing its products for proper promotions of Seller’s products on the site.
c) Immediately upon receipt of order from the end customer, order shall be electronically transmitted to the Seller along with generated Company’s Order Statement (including billing & shipping address). Order shall be duly acknowledged by the Seller within 1 hour of receipt via email.
d) National Orders: For all national orders, products shall be dispatched to the end Customer on the basis of Seller’s invoice issued in the name of the end Customer.
e) International Orders: For all International orders, products shall be dispatched to the end Customer on the basis of Company’s invoice issued in the name of the end Customer and its Import Export code (IEC).
f) Based on Order, Product SKU code & Product reference number, Seller shall perform the following product preparation procedure:
i. Identification & Verification of proper products including color, size, number & type as per the order received.
ii. Packing of the product in ergonomic hard case packing as per international standards. Secure clamshell & bubble wrap packaging shall be utilized inside the case in order to better protect the fragile & breakable Products.
iii. Hard Case Packed by Seller shall be wrapped in Company’s branded wrapping material provided by the Company.
iv. Prepare its invoice & packing list covering Product reference number, Product SKU code, Products name, Brand name, Products category Style/Stock number, UPC bar code, Quantity ordered, Quantity shipped, Company Order statement number, and the Customer billing and shipping address.
v. There should be appropriate labeling on each case to be shipped and should include all the information of the Invoice & Packing List.
vi. Printing of Packing List & Case Labeling shall be legible, and easily visible. Preprinted or pressure sensitive labels may be used in lieu of direct ink application. Case labels to be positioned so they are visible from the outside of the finished pallet. Any applied label must meet content, positioning, and legibility requirements set forth in this standard.
vii. Seller shall use the Packing Material and Order statement provided by the Company at the time of dispatch of the goods and shall ensure that correct product is dispatched to the satisfaction of the Customer.
g) Seller’s facility shall be fully transparent in the shipping process (i.e. each package sent to the Customer shall appear to have come from the Company site directly).
h) Seller shall be entirely responsible for the strict compliance with statutory requirements under various Provisions of
i. Legal Metrology Act 2009 and applicable provisions of,
ii. Standards of Weights and Measures Act, 1976 (as amended),
iii. Standards of Weights & Measures (Packaged Commodities) Rules, 1977 (as amended) with respect to “products” covered under this Agreement.
iv. Food Safety and Standards Authority of India Act, 2006 (as amended),
with respect to “products” covered under this Agreement.
Seller shall take up the matter and defend the same related to non compliance with the consumer law in case of any notice, summons or memorandum or consumer complaint received from Statutory Authority or in the event of institution of consumer cases against “Company” for the default or any noncompliance with the above said consumer Law directly attributable to Seller and Seller shall indemnify Company against any awarded damages, compensation or reasonable legal fees arising out of such default or noncompliance thereof directly attributable to Seller.
i) Shipment Delivery SLA:
i. All Orders received by or before 3 PM IST (Indian Standard Time) shall be prepared and packed before 6 PM so that Company’s contracted courier agency can pick them up by 6 PM for next day delivery.
ii. All orders received after 3 PM IST (Indian Standard Time) shall be prepared and packed on the same day so that Company’s contracted courier agency can pick them up in morning by 10 AM for same or next day delivery.
iii. Maximum time taken for packing of the product should not be more than 24 hours from the time of Placement of order on the site by the end customer.
j) In case, Seller fails to pack and dispatch the customer’s ordered product(s) within 24 hours from the time of Placement of order by the end customer on the site, and customer cancels the order then Company will deduct its commission as assigned on those product(s) and order cancellation charges from payments due towards Seller.
k) Upon pick up of products by the courier agency, Seller’s dedicated single point of contact shall update Company with “Products Dispatch Note” including information of products dispatched, time of dispatch & tracking number etc. via email so that same shall be updated on Company’s Site. This shall be updated to Company within 1 hour of actual dispatch of the Products.
l) Non-conforming or Wrong Products Delivery: Seller shall replace the product with correct product ordered within 3 days of complaint received from the end customer on wrong product delivery purely at its own cost.
2. After Sales Services of the Products & Policies
(a) Seller shall provide all the after sales Services including replacement of defective goods and pass on the warranty to the Customers as per market standards, failing which Company may provide such services through third Party at the cost and expense of Seller.
(b) Replacement / Refund Policy: Seller shall also provide a return / refund policy for
i. Any damaged or defective products
ii. Any Manufacturing defects in dispatched products
iii. Wrong size or colour of the dispatched products as per customer order
iv. Wrong products
Seller shall replace the product within 3 days of complaint received from the end customer or refund the 100% amount in case replacement is not made available. This replacement & refund policy shall be valid for the claims, placed by end customer within 15 days of the product originally delivered. In this case of reshipping required, no separate amount shall be charged by Seller for reverse logistics, re-shipping & re-handling to the company or the end customer. Company shall forward the customer complaint to the Seller immediately upon the receipt of same from the end customer.
(c) Product Recall Policy: In the event of any and all product recalls that are either (i) agreed upon between Seller and the Company, or (ii) that are required (either by law or in the commercially reasonable judgement of Seller) because Seller has reason to believe the Products are defective, dangerous, incomplete, infringe upon intellectual property rights, or are not in compliance with applicable laws or regulations, the Products shall be returned to Seller at sole expense of Seller, or otherwise shall be disposed off as per Company Recall Procedures.
3. Inventory & Stock Updates: Seller should keep stock of its inventory of all type of products listed on the Company’s site for each monthly cycle as per previous month’s selling trends. In case of any product going out of stock, advance notification shall be sent via email & mobile call, 1 week prior to the Company so that site shall be updated accordingly. Seller should ensure to avoid any such situation of Product going out of stock by producing sufficient quantity of all types of products listed on site.
4. Coupons, Vouchers & Discount Offers by Seller: Any coupons, vouchers & discount solely being offered by Seller in the open market through other channels or distributors shall be made applicable on the Company site only after mutual agreement with Company and sharing of requisite database of Coupons & Vouchers numbers being distributed. Offering these discounts on Company site shall not affect the agreed commission of Company on each product and same shall be completely deducted from Seller’s original Transfer Price/ best discounted selling price.
5. Stock Clearance by Seller: Seller shall transparently pass on the benefit of extended discounts on its original Transfer Price/ best discounted selling prices to the Company in case of stock clearance of any or all of its products on regular basis.
6. New Product Launches: Seller shall give first right to the Company to launch & sell its new products on the site on the same day along with open market launch by Seller. Both Company & Seller shall mutually agree on the process and procedure of such launches much in advance of actual launch date.
To confirm your understanding and acceptance of the Agreement, click checkbox “I have read, understood and agree to SportsGEO’s seller Terms & Conditions” while registering for a Seller account.
Last Updated: May 24, 2017