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SELLER AGREEMENT
THIS SELLER AGREEMENT IS AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU AND UNIEK VENTURES / UNIEKART (BOTH TERMS DEFINED BELOW). THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND UNIEK VENTURES / UNIEKART, INCLUDING WITH RESPECT TO THE LISTING, ADVERTISING, EXHIBITING, MAKING AVAILABLE, MARKETING, SALE AND/OR DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE (DEFINED BELOW). IF ANY TERMS OF THIS AGREEMENT CONFLICT WITH ANY OTHER DOCUMENT/ELECTRONIC RECORD, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, UNTIL FURTHER CHANGE / MODIFICATIONS ARE NOTIFIED BY UNIEK VENTURES / UNIEKART.
For the purpose of this Agreement, the individual or any legal entity (company, sole-proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only,who has completed Uniek Ventures / Uniekart‟s Seller Registration Form as required by Uniek Ventures / Uniekart (hereinafter, referred to as the “Seller” / “You”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Your heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART;
AND Uniek Ventures / Uniekart, a Proprietorship with Licence Number 130208062000128 an Indian Company Licenced under Section 447 of the Kerala Municipality Act 1994(20th Act of 1994), having its registered office at STADIUM COMPLEX 204 KUNATHURMEDU NEAR STADIUM BUS STAND, PALAKKAD, KERALA, INDIA, 678013 (hereinafter referred to as, “Uniek Ventures / Uniekart” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors liquidators, receivers, and assigns) shall constitute the SECOND PART.
Seller/You and Uniek Ventures / Uniekart may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.
WHEREAS
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES AND COVENANTS SET FORTH HEREINAFTER, THE PARTIES, INTENDING TO BE LEGALLY BOUND, HERETO AGREE AS FOLLOWS: 1. DEFINITIONS
2. COMPLETION OF SELLER REGISTRATION AND ACCEPTANCE
3. LISTING, SALE AND DELIVERY OF THE PRODUCT
4. ELECTRONIC COMMUNICATION
When You use the Website or send emails or other data, information or communication to Uniek Ventures / Uniekart, You agree and understand that You are communicating with Uniek Ventures / Uniekart through electronic records and You consent to receive communications via electronic records from Uniek Ventures / Uniekart periodically and as and when required. Uniek Ventures / Uniekart will communicate with You by email or by notices on Seller Panel or electronic records on the Website which will be deemed adequate service of notice / electronic record. To the maximum extent permitted under any applicable law, You hereby waive all your rights to challenge the service of documents under any and all legal proceedings if the document is served on your designated electronic address including Seller Panel in terms of Information Technology Act 2000.
5. COMMERCIALS
6. OBLIGATIONS OF THE SELLER
7. TAX MATTERS
8. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND BUYERS’ RIGHTS
9. AUDIT
Uniek Ventures / Uniekart shall have the right to inspect and audit Your records and premises / place of business through itself or through Uniek Ventures / Uniekart approved third party in case the same is required to ensure Uniek Ventures / Uniekart compliance of Applicable Laws or any statutory obligations / instructions.
10. REPRESENTATIONS AND WARRANTIES
10.2.4 deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; 10.2.5 exhibit, advertise, make available, offer, sale, deliver the Products in accordance with all Applicable Laws; 10.2.6 comply with all Applicable Laws in the performance of this Agreement; 10.2.7 procure and shall maintain all Consents required for exhibiting, advertising, making available, offering, selling, delivering the Products; 10.2.8 attend to, and resolve, the Buyers‟ queries with regard to the delivery of the Products and the quantity and quality of the Products immediately from the date of receipt of such query; 10.2.9 ensure that every Product exhibited, advertised, made available, offered or sold on the platform is manufactured / imported in compliance with the Applicable Laws; 10.2.10 ensure that the Selling Price of all the Products offered on the Website shall be either equal to, or less than, the Maximum Retail Price (MRP) of that Product, as may be determined in accordance with Applicable Laws. The MRP, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with Applicable Laws. You confirm that selling and delivering Products above MRP or any type of misrepresenting related to MRP, discounts etc. or indulging in any other unlawful/ unethical practice through the Website will cause great prejudice and harm to the reputation and goodwill of Uniek Ventures / Uniekart and in case of any such complaint, You shall be liable to pay or compensate such amount to Uniek Ventures / Uniekart in accordance with “Prohibited Seller Activities and Consequenses Policy”. You agree that this liability will not be treated as penalty and Uniek Ventures / Uniekart shall have all other legal and contractual rights and remedies under this Agreement and Applicable Laws. In addition to this, Your Products will be immediately delisted from Uniek Ventures / Uniekart and all Your rights will be revoked; 10.2.11not re-register with another name in the event of delisting due to any reason pursuant to this Agreement.
11. DISCLAIMER
THE WEBSITE, SELLER PANEL AND THE SERVICES INCLUDING THIRD PARTY SERVICES, ALL CONTENT, FUNCTIONS, SOFTWARE, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED ON "AS-IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, UNIEK VENTURES / UNIEKART MAKES NO WARRANTY THAT (I) THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR REQUIREMENTS OR YOUR USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS OR DEFECTS IN THE WEBSITE, SELLER PANEL OR ANY THIRD PARTY SERVICES IN RELATION TO THE SAME WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNIEK VENTURES / UNIEKART, THE THIRD PARTY SERVICE PROVIDERS OR THROUGH THE WEBSITE / SELLER PANEL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.
12. INTELLECTUAL PROPERTY RIGHTS
`Uniek Ventures / Uniekart will be the exclusive owner of any permitted modifications that it may create. By submitting materials, You warrant that You have full authority to grant the licenses described above, that You have not misrepresented Your identity in any manner, that any factual information You submit is true and accurate and that Uniek Ventures / Uniekart and its affiliates exercising of their license rights will not violate any proprietary rights of any third party.
The ownership of the Website shall always vest with Uniek Ventures / Uniekart (or its assignees) and Uniek Ventures / Uniekart shall make reasonable efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative). Uniek Ventures / Uniekart does not warrant that the Seller will be able to use the Website and exhibit, advertise, offer for sale the Seller‟s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Uniek Ventures / Uniekart.
13. ANTI BRIBERY AND ANTI CORRUPTION POLICY
14. LIMITATION OF LIABILITY Seller‟s acknowledgements: Seller acknowledges that Uniek Ventures / Uniekart has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among consumers and distributors so as to create a goodwill connoting a specific manner in which goods and services can be presented on and sold through the Website. The Seller further recognize that overall success of the Website and trade names of Uniek Ventures / Uniekart and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted online and electronic marketplace to buy and sell goods and services.
NOTWITHSTANDING ANYTHING CONTRARY CONTAINIED IN THIS AGREEMENT, IN ANY EVENT UNIEK VENTURES / UNIEKART AND ITS AFFILIATES SHALL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), TO THE SELLER OR ANY OTHER PERSON OR ENTITY 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 OR COST OF PROCUREMENT) ARISING OUT OF OR IN RELATION THIS AGREEMENT EVEN IF UNIEK VENTURES / UNIEKART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Uniek Ventures / Uniekart‟s entire liability to Seller under this Agreement or under any Applicable Law or equity shall be limited solely to actual and proven direct damages sustained by the Seller as a result of the gross negligence or willful misconduct of Uniek Ventures / Uniekart in the performance of its respective services and other obligations under this Agreement. In no event shall Uniek Ventures / Uniekart be liable, vicariously or otherwise, to the Seller 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 Uniek Ventures / Uniekart Marketing Fee actually paid by Seller to Uniek Ventures / Uniekart in relation to the Products in dispute except that if such losses are due to loss or damage to the Products by Logistics Services Provider or at Fulfillment Centre the limitation of Uniek Ventures / Uniekart’s liability shall be equal to the Seller Proceeds.
15. CONFIDENTIALITY
16. INDEMNIFICATION
17. ASSIGNMENT
18. SUSPENSION AND TERMINATION
19. CONSEQUENCES OF TERMINATION
20. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
21. Amendment
22. MISCELLANEOUS
23. INSURANCE
Universal Enterprise / Uniekart’s List of Banned Products (Indicative List not exhaustive)
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