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
THIS DOCUMENT IF OPTED TO BE BINDING BY RESPECTIVE BUYER ON MARKETPLACE SAFALFASALONLINE.COM CONSTITUTE THE
DEFINITIONS AND INTERPRETATION
Any capitalized term used herein and not defined shall have meaning as may be given to it in the Terms of
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
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
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
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
- 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
- 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
- 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
as specified in the Commercial Terms.
- 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
- The Buyer shall make all payments within ten (10) business days of receipt of the relevant invoice from
- 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
- Company shall reasonably maintain the Marketplace and Services and shall on reasonable efforts basis
provide Services, Value Added Services and other services.
- 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.
- 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
- Buyer shall not use the Marketplace for any purpose other than for Purchasing the Products.
- 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.
- The Buyer shall procure all necessary authorizations for its officers, employees or agents in order to
collect the Products upon their delivery.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- Buyer shall at all times be responsible for compliance of all applicable laws and regulations.
- 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
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.
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
In all other aspects not covered by this Agreement, including but not limited to: Severability, Assignment,