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 MONGOOSEKART (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 MONGOOSEKART, 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 MONGOOSEKART.
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 MONGOOSEKART‟s Seller Registration Form as required by MONGOOSEKART (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;
Sharaddip Incorporation, a Partnership Firm having its office at 2nd Floor, Office Number 217, Decora Square, Sadhuvasvani Road, Rajkot – 360001 (hereinafter referred to as, “MONGOOSEKART” 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 MONGOOSEKART may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.
1. MONGOOSEKART inter alia is in the business of owning and operating an online market place located at the URL www.mongoosekart.com and mobile application under the name and style “MONGOOSEKART” (the “Website”) which acts as an online / electronic platform in the form of an intermediary, providing e-commerce marketplaces platforms/technology, internet marketing services, facilitation of payment services, fulfillment support to third party sellers to offer for sale, sell their products and for third party buyers to access variety of products and accept to purchase the products offered by sellers;
2. You are desirous of using the Website as a platform to exhibit, advertise, make available, offer and/or sell or distribute your Products (defined below) to the users of the Website.
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:
1.1. “Acceptance” shall mean acceptance of this Agreement directly or indirectly in electronic form or my means of an electronic record and shall include your affirmative action of clicking on “I Accept/ I Agree” or the box against these words provided at the end of this Agreement or any other manner of acceptance such as using Seller Panel, start advertising, exhibiting or offering for sale, by which action you accept the terms and conditions of this Agreement.
1.2. “Agreement” shall mean this Seller Agreement in its entirety, including all the annexure attached to or referenced to this Agreement, MONGOOSEKART Policies and any other document pursuant to this Agreement and shall include any amendment thereto, from time to time.
1.3. “Applicable Laws” includes (a) statute, statutory instrument, bye-laws, order, directive, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal); (b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body.
1.4. “Banned Products” shall mean the products/goods/articles/services included in the “MONGOOSEKART Banned Products List” as provided at the end of this Agreement.
1.5. “Buyer” shall mean any user of the Website who accepts Seller’s offer to sell the Product and purchases any Product of the Seller through the Website.
1.6. “Consents” include all consents, licences, authorisations, approvals, permissions, certificates, permits and any other form of consent (whether statutory, regulatory, contractual or otherwise).
1.7. “Logistic Service Provider” shall mean a natural or juristic person that is approved by MONGOOSEKART for transporting, shipping, temporary storage and delivering the Products purchased by the Buyers from You on the Website, and the term “Logistics Services” shall be construed accordingly.
1.8. “Logistic Service Provider Fees” shall mean the fees (either in number or as a percentage of Selling Price) as may be provided from time to time in the “Commercial Term Segment”, payable by Seller to MONGOOSEKART for availing of Logistics Services through Logistic Service Provider.
1.9. “Fulfillment Centre” (presently termed as “MONGOOSEKART Plus” / “MK Plus”, or any other name) shall mean a building, warehouse or any other establishment, identified by MONGOOSEKART to the Seller, at MONGOOSEKART‟s discretion, where Seller may place or deposit their Products, without transfer of any title in such Products, for dispatch or delivery to the Buyers.
1.10. “Fulfillment Centre Charges” shall mean the charges (either in number or as a percentage of Selling Price) as may be provided in the Commercial Term Segment for availing Fulfillment Center related services.
1.11. “Intellectual Property Rights” means all rights to patents, designs, copyrights, trademarks, service marks, database, domain name, moral rights (whether or not any of those is registered and including applications for registrations of the foregoing) together with all trade secrets, know-how and all rights or forms of protection of a similar nature and causes of action for violation, misappropriation or infringement of any of the foregoing.
1.12. “Invoice” shall mean a valid retail tax invoice issued by the Seller to the Buyer for the sale of a Seller’s Product to a Buyer through the Website.
1.13. “Nodal Bank” shall mean the Bank which maintains internal bank account for the purpose of collection of electronic payments from Buyers and settlement to Sellers towards products/goods purchased on Website in accordance with RBI directions for opening and operation of Accounts and settlement of payments for electronic payment transactions involving intermediaries.
1.14. “Packaging Material Charges” shall mean the charges (either in number or as a percentage of Selling Price) as may be provided in the Commercial Term Segment to safety wrap the Products for the purpose of safe delivery pursuant to this Agreement.
1.15. “Payment Collection Fees” shall mean the fees (either in number or as a percentage of Selling Price) for collection of Selling Price as may be provided in the Commercial Term Segment.
1.16. “Product(s)” shall mean the product(s) as exhibited, advertised, made available and/or offered by the Seller for sale on the Website.
1.17. “Seller Panel” shall mean a web page / electronic account of the Seller on the Website with a unique login id and password for the Seller to exhibit, make available, offer for sale the Product, and to update the order status, price and inventory of the Products on the Website.
1.18. “Selling Price” shall mean the price of a Product in Indian Rupees (INR) at which such a Product is exhibited, advertised, made available or offered for sale by the Seller on the Website.
1.19. “Seller Proceeds” shall mean the net amount receivable by the Seller from MONGOOSEKART/Nodal Bank after deduction of the MONGOOSEKART’s Marketing Fees, Payment Collection Fees, Logistic Service Provider Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) or any other statutory deduction, levies, or any amount to cover contractual obligations, from the Selling Price.
1.20. “Seller Registration Form” shall mean the electronic form available on the Website (presently at http://sellers.mongoosekart.com) that You are required to complete before registering as a Seller on the Website.
1.21. “MONGOOSEKART’s Marketing Fees” shall mean either a fixed number or a percentage of the Selling Price, payable to MONGOOSEKART by the Seller on the sale of any Product through the Website. This fixed number or percentage may vary from Product to Product, as provided in the Commercial Term Segment.
1.23. “Term” shall mean the period commencing from the date of this Agreement up to the termination of this Agreement in accordance with Clause 18 as provided herein below.
1.24. “Territory” shall mean the Republic of India.
2. COMPLETION OF SELLER REGISTRATION AND ACCEPTANCE
2.1. As a part of the registration process, You state that You have completed the Seller Registration Form and provided other relevant details as required by MONGOOSEKART. You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a Seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under Applicable Laws.
2.2. You have the option of accepting or declining to accept this Agreement. Please provide Your Acceptance to this Agreement if and only if you are agreeable to the terms and conditions provided herein. Upon Your Acceptance, this Agreement shall become binding on You. Without prejudice to the binding nature of this Agreement upon Your Acceptance, MONGOOSEKART may, as an additional electronic record of this Agreement, send an “Agreement Acceptance Notification” in electronic form, along with an electronic copy of this Agreement in PDF or any other readable and storable format to the email address provided by You in the Seller Registration Form.
2.3. If You are not agreeable to the terms and conditions of this Agreement, please DO NOT accept this Agreement and do not use the Website for the purpose of exhibiting, advertising, making available or offer for sale of the Products. This will stop the Seller registration process.
2.4. You will be solely responsible for maintaining the safety and confidentiality of Your log-in, password and details in relation to the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Your Seller Panel. You agree to (a) immediately notify MONGOOSEKART of any unauthorized use of Your account information or any other breach of security, and (b) ensure that You exit from Your Seller Panel account at the end of each session. MONGOOSEKART shall not be liable for any loss or damage arising from Your failure to keep Your Seller Panel protected from any unauthorized access, blockage, misuse or any other unauthorized use and You shall indemnify MONGOOSEKART in accordance with this Agreement for any such unauthorized use.
2.5. MONGOOSEKART reserves the right to suspend or terminate access to Sellers registered on the Website and the Seller Panel, at any time and without assigning any reasons for doing so.
3. LISTING, SALE AND DELIVERY OF THE PRODUCT
3.1. By exhibiting, advertising or listing any Product on the Website, You agree that You are making an “offer to sell” Your Product to the users of the Website and such offer, upon acceptance by a user, shall be binding on You. The sale, purchase, return, delivery and other terms of sale shall be further subject to the Standard Terms of Sale on the Website.
3.2. You shall provide true, complete and correct brand name (if any), identification (if any), information, images, description and MRP, Selling Price of the Product on the Website for the purpose of the Product’s exhibition, advertising, making available or offer for sale in the appropriate category, which may include an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos. You hereby permit, and hereby grant all the rights and licenses to MONGOOSEKART on worldwide basis to permit, other sellers on the Website to use Your aforesaid information and materials for advertising, exhibiting, making available and offering to sell such other sellers products on the Website. Unless mandated under any Applicable Law, Your aforesaid information and materials shall not be disabled or deleted from the Website till such time any seller on the Website is using the same for advertising, exhibiting, making available and offering to sell such other sellers products on the Website.
3.3. You represent and warranty that the Product description shall not be misleading and shall describe the actual condition of the Product. If a Product is subject to expiry date or expiry duration, You shall not offer to sell and sell any such Product which has passed 75% (seventy five percent) of its expiry duration. If the Product sold does not match the Product description displayed on the Website, You shall refund and permit MONGOOSEKART to refund any amounts that You may have received, or have credit to You, from the Buyer. You represent that you have obtained all Consents as may be required in order to provide the information and description of the Products on the Website.
3.4. You shall be solely responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. You shall be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on Your part to provide updated and accurate Product information. You shall retain adequate inventory of the Products listed on the Website for successful and timely fulfillment of orders.
3.5. You may also be required to provide images of the Products and/or images of the brands/ logos of the Products. You grant MONGOOSEKART a non-exclusive and worldwide right and license to use the Product description, images of the brands/ logos of the Products to be used on the Website, and in any marketing and promotion material of MONGOOSEKART to promote the sale of such Product on the Website, and, if required, to make technical modifications to the images so as to render them feasible for uploading on the Website. You represent that you have obtained all Consents as may be required (including Consents from the owners of the relevant brands where relevant) in order to grant MONGOOSEKART the aforesaid rights and licenses.
3.6. You shall not attempt to exhibit, advertise, make available or offer for sell or use any Logistics Services provided by MONGOOSEKART for any Products falling in the category of “MONGOOSEKART Banned Products’ List” on this Website. MONGOOSEKART shall be entitled to block or disable access of all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith. You agree and acknowledge that MONGOOSEKART is not under any obligation or duty to verify or monitor any listing or content You provide or make available on the Website. You shall be the originator of all such listings or content and all the data and information contained therein, and MONGOOSEKART shall be an intermediary for the purpose of such listings or content and all the data and information contained therein.
3.7. On the Buyer selecting to purchase the Products (i.e. “ordering”) exhibited, advertised, made available or offered to sell by You on the Website and either making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, You will be intimated of the same through an electronic notification on the Seller Panel along with the details of the Buyer as provided by Buyer on the Website. You shall forthwith ensure that the Product(s) so ordered as duly and safely packed in accordance with Applicable Laws and shall immediately fulfill and complete the order of the Buyer.
3.8. You shall ensure that the Product as ordered by the Buyer is dispatched to the Buyer within such time period which MONGOOSEKART may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. You shall also issue and send a corresponding Invoice along with the Product.
3.9. You will have various Delivery Models for delivery of purchased Products to the Buyers. MONGOOSEKART may, at its discretion, remove one or more Delivery Models or introduce other Delivery Models at any time in the future. On introduction of such other delivery models, MONGOOSEKART may, at its discretion, offer these delivery options to all or select Sellers. The default delivery model will be Dropship model for the delivery of the Product. You agree that, when You elect to deliver Your Products through the Delivery Models provided by MONGOOSEKART, the Products shall considered to be delivered when actually delivered to the Buyer. The risk of any damage, loss or deterioration of the Products during the course or delivery or during transit shall be on the Seller and not on MONGOOSEKART, its third parties or on the Buyer. You represent and warrant that the Products being delivered under the Delivery Models not faulty and are exactly those Products which are listed and advertised by You on the Website and purchased by the Buyer and meet all descriptions and specifications as provided on the Website.
3.10. You agree and acknowledge that exhibiting, advertising, making available or offering for sale, using Logistics Services, actual sale of and delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished, Selling expired FMCG products or previously owned Products or Products meant “not for sale” through the Website is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of MONGOOSEKART, and may also cause harm and prejudice to the Buyers and You shall not engage or attempt to engage in such activities. Further, if MONGOOSEKART receives any complaint from any Buyer, or any third party or if You are found exhibiting, advertising, making available or offering for sale, using Logistics Services, selling or delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished or previously owned Products or Products meant “not for sale” or attempting to undertake the above through the Website, then, without prejudice to MONGOOSEKART‟s other rights and remedies, You shall be liable to pay such amount to MONGOOSEKART in accordance with “Product Return Policy” and “Prohibited Seller Activities and Consequences Policy”. You agree that this liability will not be treated as penalty and MONGOOSEKART shall have all other legal rights and remedies under this Agreement and Applicable Laws. MONGOOSEKART reserves the right to adjust or off set the above amount from any amount accrued or due to You or is required to be remitted to You pursuant to this Agreement.
3.11. MONGOOSEKART reserves the right to demand any document related to Products listed by You including documents required for the verification of Product genuineness.
3.12. You shall not submit any incorrect, incomplete, misleading or fake documents like invoices, brand authorization certificate or any other document called for by MONGOOSEKART, or re-register with another name in the event of getting delisting from the Website.
3.13. You hereby agree and acknowledge that any Product sold by You to Buyer may be refused to be accepted or taken delivery by the Buyer. You agree to accept the return of such Products whether ordered on cash on delivery mode or any other mode of payment. In case of rejection or non-acceptance of the Product by the Buyer, MONGOOSEKART shall refund to the Buyer the Selling Price paid by the Buyer and Seller shall be liable to pay the charges in accordance with Commercial Term Segment.
3.14. In case of return or rejection of Products or Products getting damaged during the handling or warehousing of them and where MONGOOSEKART is liable or otherwise agree to pay You the cost or Selling Price of such Products as per the TrustPay Policy or any other policy for the time being, then You agree and permit that MONGOOSEKART or any liquidator/ auctioneer appointed by MONGOOSEKART may, either itself or through any third party, liquidate/sell or repair/recondition/refurbish those Products to recover the losses incurred or payments made to You. If MONGOOSEKART has recovered the loss or payments made to You herein from the Logistic Service Provider or any third party under the respective service arrangement, then You permit such Logistic Service Provider or third party to liquidate/sell such Products to recover their losses or payments made to MONGOOSEKART. Without prejudice to all our rights and available remedies for Your fault or breach under this Agreement, You relinquish Your rights with respect to the Products liquidated pursuant to this clause. Further, You agree to ensure compliance of Applicable Laws including tax matters & movement documentation with respect to such returned or rejected Products till those Products are brought into the liquidation place. You agree and permit MONGOOSEKART, its third parties or Logistics Service Provider to transfer the title in the Products and other collateral and benefits thereto (viz., warranties etc.) in the same manner as You would have transferred to the Buyer. MONGOOSEKART states that any such sale or liquidation by MONGOOSEKART shall be on wholesale basis or business- to-business basis.
3.15. For the purpose of marketing or promoting the Website and other services, MONGOOSEKART may run various promotional offers from time to time to the Buyers or otherwise on the Website or in relation to the Website.
3.16. All commercial / contractual terms such as selling price of the Product, dispatch, delivery of the Products, warranties, etc., are bipartite contracts between the Buyer and You. MONGOOSEKART and/or the Website are in the role of intermediaries in all such transactions. The payment facility is merely used by the Buyer and You to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render MONGOOSEKART liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.
4. ELECTRONIC COMMUNICATION
When You use the Website or send emails or other data, information or communication to MONGOOSEKART, You agree and understand that You are communicating with MONGOOSEKART through electronic records and You consent to receive communications via electronic records from MONGOOSEKART periodically and as and when required. MONGOOSEKART 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.
5.1. You will pay MONGOOSEKART, the MONGOOSEKART Marketing Fees, Logistic Service Provider Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees and applicable taxes (as applicable), as provided in Commercial Term Segment, for all the orders for purchase of Products by the Buyer and received by You through Website. MONGOOSEKART will issue necessary invoice(s) to You for the aforesaid fee and charges.
5.2. MONGOOSEKART shall have the right to amend the fee (as provided in Clause 5.1 above) applicable to each Product category and/or add or introduce any new fee or charges and/or the Payment Cycle as provided in the Commercial Term Segment with a prior notice to You. Accordingly, prior to the implementation of the revised fee (as provided in Clause 5.1 above) or new fee or Payment Cycle for any Product, MONGOOSEKART shall notify You, by way of an email and/or a notification on the Seller Panel detailing such additions/modifications/ amendments/ revisions to the fee or Payment Cycle. It shall be the Seller’s responsibility to read the emails / notifications sent by MONGOOSEKART from time to time. Your use of Seller Panel (including any updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after additions/modifications/ amendments/ revisions of the fee (as provided in Clause 5.1 above) or Payment Cycle shall be deemed as acceptance of such additions/modifications/ amendments/ revisions.
5.3. For all orders placed on the Website, the Selling Price shall be collected by MONGOOSEKART/ Nodal Bank for the Seller in the mode as selected by the Buyer while placing the order (i.e., payment gateway or cash on delivery or gift vouchers or any pre-paid payment instruments or payment systems). You hereby authorize MONGOOSEKART or its third party service providers including the Nodal Bank or Logistics Service Provider to process, facilitate, collect and remit Seller Proceeds to You into a bank account designated by you (“Designated Account”). The Designated Account shall be in Your name and shall be opened and operated in accordance with all Applicable Laws, and You further represent and warrant that Your know your customer (KYC) details with such Designated Account shall always be true and current. You also agree that, in doing so, MONGOOSEKART will be merely acting as intermediary with the sole intent and purpose of facilitating the sale and purchase of Products through the Website. You also agree that the payment facility provided by MONGOOSEKART is neither a banking service nor a financial service but is merely a facilitator/ facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through other permitted payment systems or cash on delivery, for the transactions on the Website. Further, by providing the payment facility, MONGOOSEKART is neither acting as an agent, nor a trustee and nor acting in a fiduciary capacity with respect to any transaction on the Website.
5.4. MONGOOSEKART shall, and You hereby authorize MONGOOSEKART to, make the payment of the Seller Proceeds to You after deducting MONGOOSEKART‟s Marketing Fee, Logistic Service Provider Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable fees as per the Commercial Term Segment. The fee and charges in the preceding paragraphs may be for services provided by third party service providers of MONGOOSEKART and MONGOOSEKART merely deducting one or more of such third party related fee and charges shall not be deemed to be providing the corresponding services to You. You shall be liable or responsible for bank charges or other costs incurred on account of incomplete or inaccurate information provided by You with respect to your Designated Account. In absence of any Seller Proceeds or in the event Seller Proceeds are not sufficient for MONGOOSEKART to deduct and recover the aforesaid fee and charges, You shall promptly pay such fee and charges upon receipt of the invoice for the same from MONGOOSEKART.
5.5. MONGOOSEKART shall, at all times, have the right and option to deduct / adjust / off-set any payments due to, or from, You in one sale transaction against any payments due from, or to, You in other sale transactions including recovery/ adjustment/ off-set of any outstanding amount due and payable by You to MONGOOSEKART from any Seller Proceeds payable to You and You authorize MONGOOSEKART to such recovery, deduction, off-set or adjustment.
5.6. Unless stated otherwise, any and all fees or charges payable by You pursuant to this Agreement are exclusive of applicable taxes, and You agree to pay any taxes that are imposed and payable on such payments.
5.7. MONGOOSEKART has the option to obtain an order for lower or NIL withholding tax from the applicable statutory authorities under Applicable Law. In case MONGOOSEKART successfully procures such an order, it will communicate the same to You. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source. Where You have deducted the taxes, You will promptly issue an appropriate tax withholding certificate for such an amount to MONGOOSEKART.
6. OBLIGATIONS OF THE SELLER
6.1. You shall create and maintain all records of all the Products listed on the Website and also for those purchased by the Buyers through the Website, including all taxes, returns, refunds, etc., as may be required for various purposes including regulatory compliances and for the Website‟s Buyer‟s service purposes.
6.2. You may appoint a representative, who shall be MONGOOSEKART’s point of contact for any and all matters related to this Agreement, including all listings, sales and delivery related matters, and shall be authorized by You to communicate with MONGOOSEKART regarding Your use of the Website / Seller Panel, and all transactions between You and the Buyer.
6.3. You shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, its details and specifications, selling price of the Products, warranty terms, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
6.4. You shall be solely responsible for making and delivering on any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.
6.5. All orders placed on the Website are covered under the “TrustPay Policy” which can be accessed from http://www.MONGOOSEKART.com/info/TrustPay program as displayed on Website and as may be amended from time to time. You shall use the Website and hereby agree and undertake that the transaction with the Buyer is subject to and shall be in full compliance with this TrustPay Policy.
6.6. Buyers will have the option of providing Product / Seller reviews and rating of Sellers from whom they have purchased any Products using the Website. MONGOOSEKART has the right (but not the obligation) to publish all such ratings and information received from the Buyer regarding the Product / Seller on the Website. MONGOOSEKART is not obliged to monitor or modify any such ratings or reviews. You confirm that you will not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect your rating. You further acknowledge that such ratings and reviews are the opinions of Buyers and MONGOOSEKART is not responsible for such ratings and reviews.
6.7. You agree that MONGOOSEKART takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Buyer or any third party, or for any loss or damage thereto, nor is MONGOOSEKART liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter. MONGOOSEKART is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.
7. TAX MATTERS
7.1. You will be responsible for the invoicing, collection and payment of any and all of taxes applicable on the Product sold thorough the Website together with the filing of all relevant returns and compliance required under VAT/CST/Entry Tax, Cess / Local Business Tax, Service Tax, Excise, GST, Customs or any other tax applicable on the Product listed and sold by You and applicable on You according to the Central / State / Local / Municipal Applicable Laws.
7.2. You will be solely responsible to charge correct rate of applicable taxes. You shall discharge Your obligations with respect to these taxes under Applicable Laws including valuation, MRP and classification of Product listed by You on MONGOOSEKART and for any liability arising out of Your failure to comply with these obligations You shall be liable to indemnify MONGOOSEKART and other persons in accordance with this Agreement. You will issue VAT/CST invoice/credit memos as applicable including immediate correction, in case any discrepancies or errors are observed in terms of the mandatory statutory requirement prescribed under Applicable Laws. You will be solely responsible for preparing, making and filing any tax return/audit report, statutory reports and other filings and responding to any tax or financial audits of Your Products including those stored at the Fulfillment Centre.
7.3. You will be responsible to obtain and maintain all valid Consents including but not limited to VAT / CST / Entry Tax / LBT / Cess, Luxury Tax, Entertainment Tax, Customs duty etc. applicable on Your business or transactions and at no point of time You will accept the delivery of any order in case the Consent or any tax registration number is cancelled by the revenue authorities. You will be responsible to provide immediate request of de-activation of Your registration in MONGOOSEKART database in case of any change of ownership, restructuring or cessation of business by You.
7.4. In case of instruction from any statutory authority or in the interest of tax compliances, MONGOOSEKART may ask and You agree to promptly provide MONGOOSEKART requisite evidence of Your discharge of obligations relating to taxes and in case of Your failure to duly deposit and / or comply with tax obligations, MONGOOSEKART shall have the right to immediately de-activate Your account and/or utilize Seller Proceeds for discharging statutory obligations arising due to Your failure.
7.5. If MONGOOSEKART is required by Applicable Law to collect any taxes from You, You will immediately pay such taxes to MONGOOSEKART and MONGOOSEKART shall have the right to deduct or recover the same from the Seller Proceeds.
7.6. If for any reason, any income tax or withholding tax or any statutory dues or taxes are instructed by any statutory authority to be deducted and deposited on any payments or remittances to You including Seller Proceeds or Selling Price, MONGOOSEKART will have the right to deduct and deposit any such applicable taxes with the appropriate statutory authority and the remit the balance amount to You. No claim in respect of such taxes deposited would be made by You against MONGOOSEKART.
7.7. You undertake that all information provided by You in relation to Your above obligations including various registration / Consents are true, accurate and current and You will immediately update any such information in case of any changes. MONGOOSEKART reserves the right to request additional information and to confirm the validity of any of Your account information (including without limitation VAT/CST/Entry Tax related registration number) from You or Government authorities and agencies as permitted by Applicable Laws and You hereby irrevocably authorize MONGOOSEKART to request and obtain such information from such Government authorities and agencies. Further, You agree to provide any such information to MONGOOSEKART immediately upon request. MONGOOSEKART reserves the right to charge You any applicable unbilled VAT if You provide a VAT/CST/Service Tax registration number, or evidence of being in business, that is determined to be invalid. VAT/CST registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT/CST/Service Tax invoices in a format and method of delivery as determined by MONGOOSEKART in compliance with Applicable Law.
7.8. In the event You agree to register yourself for Fulfillment Centre facility provided by third party service provider, wholly or partly as Your additional place of business from VAT/CST/Entry Tax regulations perspective, MONGOOSEKART agrees to arrange a no objection certificate from third party service provider as required to enable You to register Your site in Fulfillment Centre as Your additional place of business. You shall indemnify and keep indemnified MONGOOSEKART, its affiliates and third party service provider and their respective directors, officers, employees, contracts and agents, against any taxes, duties, penalties, interest, losses, damages, liabilities, costs, expenses, claims, orders, judgments and consequences arising from investigation or enquiry by the tax or government authorities due to any reason. In the event, Your Products at Fulfillment Centre are seized by the tax or any statutory authorities at any point of time for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on You. You further represent and warrant that You will not register Fulfillment Centre as Your principal place of business in any of the states but only as an additional place of business. You shall be solely responsible for collecting any statutory form / entry tax or local tax related compliance if required by You for inter-state movement of goods owned by You at all point of time till the delivery to the Buyer for his/her consumption. The risk of any damage, loss or deterioration of the Products deposited in the Fulfillment Centre shall be on the Seller and not on MONGOOSEKART, its third parties (including Fulfillment Centre service provider) on the Buyer. You represent and warrant that the Products being delivered to Fulfillment Centre are not faulty and are exactly those Products which are listed and advertised by You on the Website and purchased by the Buyer and meet all descriptions and specifications as provided on the Website.
7.9. In addition to other indemnification obligations in this Agreement, You agree to indemnify, defend and hold harmless MONGOOSEKART, its affiliates and its respective officers, directors, employees, contractors, representatives and agents against:
7.9.1. Any of Your taxes or the collection, payment or failure to collect or pay due taxes / Forms by You on transactions carried out by you on Website or through the Fulfillment Centre facility.
7.9.2. Road permits / Way-bill / Forms, if required by the Logistic Service Provider or any other related third party for the entry/exit of goods to/from the State in which You are conducting Your business by using MONGOOSEKART Website/ facility and the same will be provided by You at your own expense.
7.10. Notwithstanding anything else contained herein, if subsequent to the date of signing of this Agreement or activation of Seller Panel, any new or additional taxes and similar levies in nature and any increased in the direct cost resulting from future legislation or interpretation of existing or future legislation, including and not limited to, VAT/CST, GST, R&D cess, works contract tax, services tax, excise, LBT, entry taxes, Customs duty etc. are imposed by Government/s or the concerned authorities which You are bound to pay in respect of the payments received by You in pursuance of the sale of Products or services rendered by You to Buyers on Website, then such new/additional taxes/levies will be borne by You. Additionally, the implementation of any upward / downward change in the rates of the existing taxes/levies shall be Your sole responsibility.
7.11. You agree that any non-compliance of taxes matters under this clause may cause prejudice or harm to the reputation and goodwill of MONGOOSEKART. If MONGOOSEKART is informed or aware about any such non-compliance then without prejudice to MONGOOSEKART‟s other rights and remedies under Applicable Laws, this Agreement or equity, MONGOOSEKART shall be entitled to withhold any amount accrued to You pursuant to this Agreement including any Seller Proceeds. MONGOOSEKART shall also be entitled to off-set or withhold remittances of an amount which in its reasonable estimation is required to safeguard its interests or comply with statutory directions
/ instructions or to cover losses, damages, liabilities, penalties or claims and for such purpose You hereby authorize MONGOOSEKART to give instructions to the Nodal Bank to release the corresponding payments to MONGOOSEKART or to any relevant third party.
8. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND BUYERS’ RIGHTS
8.1. You agree that MONGOOSEKART‟s role is that of an intermediary in the form of an online marketplace and is limited to managing the Website to permit You to exhibit, advertise, display, make available and offer to sell the Products and other incidental services to facilitate the transactions between You and the Buyers. Accordingly, the contract for sale of any of the Products shall be a bipartite contract between You and the Buyer. At no time shall MONGOOSEKART have any obligations or liabilities in respect of such contract nor shall MONGOOSEKART hold any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass on the Buyer from the Seller in accordance with the terms of this Agreement.
8.2. The ownership (i.e. title) and risk in the Product purchased will get transferred from the Seller to the Buyer free of any lien, charge, encumbrance or any third party interest after successful delivery of such Product at the delivery address provided by the Buyer on the Website at the time of ordering, and until such time the ownership and risk in the Products shall vest with the Seller alone. As a market place, MONGOOSEKART will extend its services to Sellers by giving mandates to Logistic Service Providers for facilitating the smooth functioning of the transaction between You and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.
8.3. You will offer standard manufacturer’s or seller’s warranty actually associated with the Products. Further, in the event You are not the manufacturer of the Products, You will pass on the warranties provided by the original equipment manufacturer / original manufacturer of the Products to the Buyer at the time of sale of the Products. You agree that the options of repair, replacement or 100% (one hundred percent) refund of Selling Price will be provided by You to the Buyer in the event of any manufacturing defect or damage in relation to the Product. You shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer‟s complaints will rest solely with You at all times.
8.4. The bi-partite relationship between You and the Buyer for any transaction between You and the Buyer on or through the Website shall be further subject to the Standard Terms of Sale.
MONGOOSEKART shall have the right to inspect and audit Your records and premises / place of business through itself or through MONGOOSEKART approved third party in case the same is required to ensure MONGOOSEKART compliance of Applicable Laws or any statutory obligations / instructions.
10. REPRESENTATIONS AND WARRANTIES
10.1. The Parties hereby represent and warrant to each other as under:
10.1.1. The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
10.1.2. The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.
10.2. In addition, the Seller represents, undertakes and warrants that, at all times during the Term of this Agreement, it will:
10.2.1. deal honestly, fairly, and in good faith with both Buyer and MONGOOSEKART;
10.2.2. not exhibit, advertise, make available, offer for sale, sell or deliver any Banned Products or counterfeit or fake products on the Website;
10.2.3. not to claim or represent any refurbished products or second hand products as „new‟ or „un-used‟, as the case may be;
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 MONGOOSEKART and in case of any such complaint, You shall be liable to pay or compensate such amount to MONGOOSEKART in accordance with “Prohibited Seller Activities and Consequences Policy”. You agree that this liability will not be treated as penalty and MONGOOSEKART 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 MONGOOSEKART and all Your rights will be revoked;
10.2.11. not re-register with another name in the event of delisting due to any reason pursuant to this Agreement.
10.3. The Seller hereby declares and represents that it deals only in original, new and unused, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels or wherever required Seller has authority to deal in / sell such Products and in compliance with Applicable Laws. Where the Seller deals in refurbished or second-hand products, the Seller shall not list or advertise the Products on the Website stating these are new or unused.
10.5. The Seller represents that the Seller shall not, at any time, use any intellectual property of MONGOOSEKART in any manner without the prior written consent of MONGOOSEKART. The Seller also represents that the Seller shall not purchase any MONGOOSEKART meta tags on the Internet without the prior