VENDOR AGREEMENT
This VENDOR AGREEMENT (Hereinafter referred to as "Agreement") is executed at SuriyaMart, _india____ on this _15th__ day of __Sep______ 2020,

BY AND BETWEEN
SURIYA&CO.TRADERS (opc) PRIVATE LIMITED, a Private Limited Company incorporated under the Companies Act,2013 and having its registered address at "15-1-72/2, near Bus Stand Main Road, Surandai, Tirunelveli, Tamil Nadu - 627859 INDIA" and having SURIYA MART as their brand name (hereinafter referred to as “Company” which expression shall mean and include his/her/its successors in title, administrators and assigns) of the FIRST PART;

AND
Any of "vendors, shops or person" can use this seller platform with their Private limited Company/Partnership/Limited Liability Partnership/One Person Company (hereinafter referred to as the “Vendor”);
The parties above referred are individually known as “the party”/ “Vendor”/ “Client”/ “Company” as the context may be and collectively referred to as “the parties”;
WHEREAS the Company is engaged in the business of operating a website and mobile application bearing the name “SURIYA MART ” (hereinafter referred to as “Brand Name/Trade Name/Platform”) which is a e-commerce marketplace that connects users to the vendors of various readymade items available on the platform.
WHEREAS, the Vendor is engaged in the business of manufacturing and trading in various products that are available on the platform(hereinafter the “Products”).
AND WHEREAS the Company wishes to appoint the Vendor to list the vendor on the platform operated by the Company through which, the company performs its services under the terms mentioned in this Agreement;
AND WHEREAS the parties hereto have after mutual discussions have come to an agreement to be governed and regulated under this Agreement;
AND WHEREAS parties have agreed to reduce their terms in writing

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS :
1. DEFINITIONS
a) “Buyers/Customers” shall refer to those willing to avail services for the purchase and delivery of goods and services offered through the Platform and “Sellers/Vendors” shall refer to those from whom Buyers can purchase products through the Platform.
b) “User” shall refer to both “Customers/Buyers” and “Seller/Vendors”.
c) “Services” refer to providing a Platform for Customers to purchase goods and services offered by the variety of Vendors, make payment and receive delivery through the use of a single platform.
d) “Products” shall refer to the products which has been listed by the Vendor on the Platform for sale.
e) “Platform” shall refer to the website and mobile application “SURIYA MART ” through which shall connect the Vendor with the end users of the Company.
f) “Third Parties” refer to any Application, Company or individual apart from the User and the creator of this Application.
2. SCOPE OF SERVICES
The Company owns and operates the Platform “SURIYA MART ” through which it connects users to the vendors of various readymade items that are listed on the platform.

3. COMMENCEMENT, TERM, RENEWAL
company can update terms and condtion at any time without prior intimation to vendor. Terms and condition appplication for exist / new vendors.

4. PAYMENTS TERMS AND PENALTIES
a. The platform provided by the company, entitles the vendors for a free registration to list its entity on the platform and sell their products/services on the platform for the first one year only.
b. The Company shall charge a commission from Vendors on each order received by the Vendor through the Platform. The percentage of commission charged shall be based on categories and or products or price of product or vendor to vendor.
c. The Company shall make good all payments received from the Customer to the Vendor’s bank account details provided upon the execution of this Agreement. Such payments will be subject to statutory deductions and the commission deductions that shall be entitled to the Company.
d. The Payment due to the Vendors from the Company shall be made through Net Banking facilities only. e. All payments shall be made to the Vendor within 6-15 business days from the date of receipt of the payment by the Company from the customers or date of order delivered. While making this payment the company is entitled deduct the commission charges payable to it by the vendor as a result of that transaction.

5. COVENANTS OF COMPANY
The Company hereby covenants with the Vendor as under:
1. The Company is a mere provider of platform and the intellectual property belonging to the Company. The Vendor has been provided limited rights to use intellectual property thereunder of the Vendor.
2. The Company shall be the owner of all Customer Data incorporated by the Customers on the platform operated by the Company.
3. The Company shall be at the discretion to list down the vendors on the platform and may terminate this Agreement and the Vendor’s listing on violation of any such terms of this Agreement.
4. The Company shall have no control over the genuine Feedback and or Review of the goods or services given by the Users of the platform. The Company shall now own and use any comments, feedback or review by the Customer. 5. The Company is not liable to provide any profits in any given year to the Vendor and the Company shall only act as a provider of the platform.
6. In the event the Customer/Buyer wants to return a product due to wrong delivery of the product by the Vendor, the Vendor has to refund the amount to the customer within the same working day or by the next day whichever is faster, along with the shipment charges for the return of the product. Subsequently, the commission collected by the Company for the product shall not be refunded to the Vendor. In the event, If this process continues three times the particular product will be delisted from selling on the platform.
7. If for any reason the Company decides to stop providing its services to the Vendor, it can do so by giving a prior notice of 30 days to the Vendor.
8. The Company disclaims all its liabilities to the Customer use of the platform and the Company shall not be held responsible for any disputes, issues or hazards that may occur to the Customer or the User of the Platform by using the Vendor Services.

6. VENDOR COVENANTS
The Vendor hereby covenants with the Vendor as under:
1. Vendor shall have the required certificates and permissions from the concerned authorities both under state and central legislation that it shall need to undertake the business and such other services. Such copies of the permissions and certifications shall be renewed on a timely basis. Copies of every certification and Permissions shall be entrusted with the Company on the execution of this Agreement and any renewal documents shall as well be submitted to the Company within 15 days of the renewed documents.
2. The Vendor shall provide the Company with the documents necessary for registration like GST Certification, TIN number or any other valid ID no for being eligible to sell products on the platform.
3. The Vendor further agrees that the Vendor shall not promote in any way directly or indirectly the usage of other modes of payment apart from availing the platform for making any payment by the Customer.
4. The liability of the Vendor is to protect the reputation and the brand value of the Company and the Company may proceed to terminate the Vendor if it’s found that the vendor is constant or continued violation of this clause.
5. Same product picture should not be uploaded by two vendors in the same portal. Products posted by the second vendor will not be accepted in the website.
6. The Vendor shall ensure the utmost quality and industrial standards for providing services to the customer and users of the platform. If there is any breach in providing products with the required quality then the company can terminate the contract.
7. The Vendor expressly agrees that packaging of all products will be taken care by the Vendors themselves. 8. The Vendor has to undertake service related to shipment of product to the customers. While doing so the vendor should not compromise with the product quality and must deliver the product within the stipulated time. Any delay in shipment more than 3 times provides the company with the option of terminating the agreement.
9. In cases where the shipping is undertaken by the company the vendor has to pay the shipping charges to the company with in T+1 business days of shipping the product or will be deducted from vendor settlement amount, if any.
10. The Vendor further agrees that any liability arising out of this Agreement which may be included but not limited to any damage arising to the Users of this Platform, the Vendor shall undertake all liability towards the same.
11. The quantity scales shall be accurate and the Vendor shall ensure that periodic examination is undertaken to the scales and weights to prevent any inaccuracy.

7. RIGHTS OF VENDOR
1. Company agrees and acknowledges that the Vendor is a rightful owner any additional information apart from the customer database provided by the User on the platform of the Company, at all times during the continuance of this Agreement.
2. The Vendor has all rights to have a claim on any payment made by the Customer on the platform.
3. At any time if the Vendor believes that the intellectual property of the Vendor including but not limited to the Brand name, Logo, Menu card or such other information that may be available to the Company is being misused or the manipulated by the Company, the Vendor shall have the right either at its sole discretion or upon the receipt of such information from the legal/statutory authorities or a court order to discontinue/terminate the said Agreement.
4. The Vendor shall not be liable to provide any profits to the Company during any given period of this Agreement.

8. WARRANTIES, REPRESENTATIONS, AND UNDERTAKINGS OF THE VENDOR
a. The Vendor warrants and represents that the acceptance to the present agreement is having the right and full authority to enter into this Agreement with the Company and the agreement so executed is binding.
b. All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.
c. The Vendor warrants that no proceedings are pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
d. That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into a present agreement with the Company.
e. It shall, at all times ensure compliance with all the requirements applicable to its business and for this agreement including but not limited to Intellectual Property Rights, Goods and Service Tax, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. It further declares and the Vendor that it has paid and shall continue to discharge all its obligations towards statutory authorities.
f. That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
g. It shall maintain details of all transactions and mark as complete/incomplete as the case may be and shall provide the same to the Company upon demand.

9. INDEMNITY
a. The Vendor indemnifies and shall hold indemnified the Company, its partners, 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 law, concerning quality, quantity and any claim concerning the Vendor’s product, the breach of any of the Vendors’ warranties, representations or undertakings or concerning the non-fulfilment of any of its obligations under this Agreement or arising out of the Vendors infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Goods and Service Tax, Local Sales Tax, Central Sales Tax, Service Tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc.
b. This article shall survive the termination or expiration of this Agreement.

10. LIMITATION OF LIABILITY
The company on the basis of representation by the vendor is producing the products for the vendor on the platform. This representation is the essence of the contract. It is expressly agreed by the vendor that the company shall under no circumstances be liable or responsible for any loss, injury or damage caused due to the vendor's negligence or thereby upon any act of the vendor to the company 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 or therewith any other damage when dispatched from the vendor.
The vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the products sold by the vendor and shall hold the company and the platform harmless and indemnified against all such claims and damages. Further, the company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the vendor or any of its representatives. The company under no circumstances will be liable to the vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this agreement, regardless of the type of claim and even if the client has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the vendor to have been deliberately caused by the company.

11. TERMINATION AND EFFECTS OF TERMINATION
a. This Agreement may be terminated by the Company forthwith in the event of the occurrences of the following -
i. If the Vendor fails to comply with the terms and conditions;
ii. If the Vendor’s licenses and permissions are invalid, expired or terminated;
iii. The Vendor has failed to maintain minimum standards of providing services;
iv. If the Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Vendor.
v. If a Petition for insolvency is filed against the Vendor.
vi. If the Vendor is in infringement of the third party rights including intellectual property rights.
vii. If the Vendor engages in such sale or listing of products prohibited by law.

b. This agreement may be terminated without reason by either party after serving upon the other, a written notice of Thirty (30) days. The agreement shall stand terminated after the expiry of such period.
c. Effect of Termination - In the event of termination/expiry of this Agreement, the Vendor shall immediately cease to have any association or engagement with the Company and shall provide such settlement by the Company as it may deem fit.
d. Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by the termination of this agreement.
e. During the period under notice, both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

12. JURISDICTION, GOVERNING LAW, AND EX-PARTE ORDERS
a. This agreement is subject to the exclusive jurisdiction of competent Courts of law at India only. b. The laws of the Republic of India, as are in force, shall apply to the present agreement.
c. The Company is entitled to obtain ex-parte ad-interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Company by the Vendor, its representatives, associates or assigns.

13. NOTICES
All notices and other communication under this Agreement shall be in writing and shall update at any point of time with or without prior notice in this company platform. Vendor need to check our terms and condition and vendor agreement regularly. If vendor have any queries, can reach out seller@suriyamart.com

14. INTELLECTUAL PROPERTY RIGHTS
The Vendor expressly authorizes the Company to use its trademarks/copyrights/ designs /logos and other intellectual property owned and/or licensed by it for the performance of this Contractual Obligation between the parties. It is expressly agreed and clarified that, except as specified agreed in this Agreement, the Company 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/logos on the publicity, advertising, promotional or other material concerning the performance of the contract shall be construed as giving to the Vendor any right, title or interest of any nature whatsoever to any of the Company’s trademarks and/or logos. Additionally, all the customer and user data generated by the Customer and the users of the platform shall be the property of the Company and the Vendor shall not have any rights to claim any ownership of any such data incorporated by the Users on the platform.

15. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties concerning its subject matter.

16. ASSIGNMENT
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party. The Company is at liberty to refuse such consent.

17. CONFIDENTIALITY
The contents of the agreement and any information passed on between the Parties is highly confidential and the Parties agrees and undertakes to maintain the confidentiality of the information and User data disclosed, generated or made available to the parties under this Agreement. The said information shall not be used by the Parties or its agents, servants, representatives or any person acting through or claiming through the Party for any purpose other than for the performance of its obligations under this Agreement. The Parties agree that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Parties agree that the Parties shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Parties shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

18. RELATIONSHIP OF PARTIES
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company nor the Platform shall be responsible for the acts or omissions of the Vendor and Company shall not represent the Vendor, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Vendor unless otherwise taken a written approval from the Company.

20. FORCE MAJEURE
Neither party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make a 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 Governmental authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

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