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MARKETPLACE SERVICES FOR BUYERS

THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THEREUNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.

THIS DOCUMENT IS PUBLISHED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND TERMS OF USE FOR ACCESS OR USAGE OF SAFALFASALONLINE.COM OR SAFALFASALONLINE.CO.IN WEBSITE.

THIS DOCUMENT IF OPTED TO BE BINDING BY RESPECTIVE BUYER ON MARKETPLACE SAFALFASALONLINE.COM CONSTITUTE THE INTEGRAL PART OF TERMS OF USE TO WHICH THE BUYER IS THE PARTY DUE TO THE FACT OF REGISTRATION WITH THE MARKETPLACE SAFALFASALONLINE.COM

DEFINITIONS AND INTERPRETATION

Any capitalized term used herein and not defined shall have meaning as may be given to it in the Terms of Use.

For the purpose of these Marketplace Services For Buyers Agreement (also hereinafter referred as “Agreement”), wherever the context so requires "You", “Your” or "Buyer" shall mean any User making a purchase on the Website. The term "We", "Us", "Our" shall mean Company.

The following other definitions apply in these Terms:

Affiliate shall mean, with respect to each Party, any person or entity directly or indirectly through one or more intermediary Controlling, Controlled by, or under direct or indirect common Control with a Party. “Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or managers or owning the largest or controlling percentage of the voting securities of such person/entity or otherwise controlling the other.

Product(s) shall mean any and all goods the available for purchase on the Marketplace.

Sale Price shall be the price at which the Product is offered for sale by the Seller on the Marketplace to the Buyer.

Seller shall mean any User selling their products and providing the Professional Services by listing them on the Website.

Services shall mean services provided by the Company in the form of an intermediary to facilitate sale and purchase of goods and services through the Marketplace as described in the Terms of Use.

Value Added Services (VAS) shall include services in relation to Buyer purchasing activities support which shall include filtering, sorting and selecting the Sellers' offers of Products in order to satisfy the Buyer's needs, quantity / quality verification and certification services, specific packaging and any other additional services that may requested by the Buyer and agreed between the Parties.

SUBJECT MATTER AND SCOPE OF SERVICES

  1. The Company shall offer to the Buyer its Value Added Services and for this arrangement the Buyer shall pay service fees in accordance with the terms of this Agreement and as further agreed in commercial understanding electronic document or any other similar or analogous electronic or other document (“Commercial Terms”).
  2. Company in its sole and absolute discretion may refuse to provide any one or more of the Value Added Services for any reason whatsoever and especially if providing such services to the Buyer can be detrimental to the reputation, goodwill and competitiveness of Company or could cause any breach of any contractual commitments of the Company and cause Company to breach any applicable laws.

CONSIDERATION AND PAYMENT TERMS

  1. In consideration of the provision of the Value Added Services and other services by the Company, the Buyer shall pay to the Company the service fees ("Service Fee") which shall be calculated in the manner as specified in the Commercial Terms.
  2. Parties agree that the details of terms memorialized by the Commercial Terms are dynamic in nature and will evolve or vary as the operating, promotional, marketing and business environment of the Company or user behavior on the Marketplace changes and evolves and therefore the Commercial Terms will be adjusted or revised from time to time or sometime occasionally or frequently by the Parties as necessary or appropriate during the Term of the Agreement to accurately reflect the evolution of the aforesaid environment and conditions. Such revisions would be with the mutual consent of the Parties which consent can be oral, written or implied. For any oral consent, Company may on reasonable basis confirm such oral consent within reasonable time from such consent and through written records including through electronic communications.
  3. The Buyer shall make all payments within ten (10) business days of receipt of the relevant invoice from the Company.
  4. Each Party shall be responsible for any and all taxes on its business, and taxes based on its net income or gross receipts.

ADDITIONAL OBLIGATIONS OF COMPANY

  1. Company shall reasonably maintain the Marketplace and Services and shall on reasonable efforts basis provide Services, Value Added Services and other services.
  2. Company shall reasonably maintain the registration of domain name in relation to the Marketplace during the Term at its own costs free from any and all encumbrances, including encumbrances which may lead to any adverse effect on Company's registration of the domain name or its use of the Marketplace.
  3. Company shall ensure that it has or procures adequate technology as necessary to maintain the Marketplace and perform the services under this Agreement.

OBLIGATIONS, COVENANTS AND ACKNOWLEDGEMENTS OF BUYER

  1. Buyer shall not use the Marketplace for any purpose other than for Purchasing the Products.
  2. The Buyer shall directly pay the Seller and/or the Sellers against their respective invoices. In the event the Seller has authorized the Company to facilitate the payment under any specific Seller's invoice the Buyer acknowledges that notwithstanding the fact of actual payment to the Company its payment obligations under the respective order and invoice shall be discharged in favor of the Seller.
  3. The Buyer shall procure all necessary authorizations for its officers, employees or agents in order to collect the Products upon their delivery.
  4. The Buyer shall immediately notify directly to the Seller or to the Company (if such possibility is provided under the relevant order) on any wrong / damaged products dispatched.
  5. The Buyer shall at all time during the term 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.
  6. The Buyer if it requests for specific packaging of the Products shall provide all necessary information, documents, images and other data in relation of such specific packaging as may be necessary for fulfillment of respective order by the Company.
  7. Buyer agrees and acknowledges that the title in the Products shall only be transferred from Seller to the Buyer upon delivery of the Products to the Buyer.
  8. Buyer acknowledges that the Company at no point will represent or hold itself out as an agent or representative or an Affiliate of the Buyer or the Seller. The sale and purchase transaction between Seller and the Buyer shall be a bipartite contract between them and Company is merely facilitating the transaction between Seller and Buyer as an intermediary and a conduit by making available Services, and Value Added Services to Seller and Buyer.
  9. Buyer shall provide such necessary assistance (at no additional direct cost to Company) as may be required to facilitate Company to carry out its obligations under this Agreement.
  10. Buyer shall at all times be responsible for compliance of all applicable laws and regulations.
  11. Buyer shall not do, cause or authorize to be done anything which will or may:
    • impair, damage or be detrimental to the rights, reputation and goodwill associated with the Company, its shareholders or directors;
    • bring the Marketplace into disrepute or any claim by third parties; or
    • may jeopardize or invalidate the Marketplace registration or any rights associated thereto.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Buyer shall promptly on demand indemnify, defend and hold harmless the Company and its respective officers, directors, proprietors, partners, managers, members, trustees, shareholders, employees and agents (“Indemnified Parties”) for and against all claims, liabilities, costs and expenses (including reasonable attorney's fees) incurred or to be incurred by the Indemnified Parties that arise out of, in any way relate to, or result from any breach by the Buyer of any of the provisions of this Agreement, or breach of any laws by the Buyer, or breach of any of the obligations of Buyer it may have under the arrangements with the Seller or negligence, fraud or willful misconduct of the Buyer or its Affiliates and their respective officers, directors, shareholders, employees, contractors, sub-contractors, agents and personnel. For the avoidance of doubt, it is further clarified that the right to indemnification in connection with any of the aforesaid claims of cause of action is independent and in addition to other rights and remedies of the Indemnified Person that may be available at law or in equity. Company shall have a lien on the Products purchased by the Buyer until Buyer has fully discharged its obligations and liabilities to Indemnified Parties in accordance with this Agreement.

COMPANY'S LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT THE COMPANY SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO THE BUYER OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF REVENUES, LOSS PROFIT OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR DATA) ARISING OUT OF OR IN RELATION THIS AGREEMENT. Company's entire liability to Buyer under this Agreement or under any applicable law or equity shall be limited solely to actual and proven direct damages sustained by the Buyer as a result of the gross negligence or wilful misconduct of the Company and its respective directors, officers, employees and agents in the performance of their respective services and other obligations under this Agreement. In no event shall the Company be liable, vicariously or otherwise, to the Buyer and its Affiliates or any third party for any losses, damages, liabilities, costs (including reasonable legal costs) and expenses (including taxation) which are in the aggregate in excess of the amounts paid by the Buyer to the Company in the immediately preceding six month period under this Agreement for the Value Added Services.

GOVERNING LAW AND JURISDICTION

In addition to governing law and jurisdiction clause of the Terms of use the Parties have agreed that this Agreement shall be governed by Consolidated FDI Policy adopted by Department of Industrial Policy and Promotion under Indian Ministry of Commerce and Industry, effective from August 28, 2017 as amended by Press Note No. 2 (2018 Series) on 26th December, 2018.

MISCELANNEOUS

Term

This agreement shall enter in force upon acceptance by the Buyer seeking to obtain the Value Added Services from the Company either by making the choice during making an order on the Marketplace or selecting the relevant option in the Buyer's personal account at Marketplace.

The acceptance of this Agreement shall be made by checking the mark and clicking the "ACCEPT" button in the relevant section of the respective form filled by the Buyer.

Conflict of Provisions

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any Commercial Terms thereto, the terms of this Agreement shall prevail to the extent of such conflict or inconsistency.

Terms of Use

In all other aspects not covered by this Agreement, including but not limited to: Severability, Assignment, Waiver, Notices, Grievance Officer, Force Majeure, the Parties shall refer to the Terms of Use.