Our market place policies
A. Surface180 has approached Vendor to permit them to sell the products manufactured and/or marketed by Vendor and mentioned in Annexure I (hereinafter referred to as the “Vendor Products/products”) through Surface180 for its customers in India and other countries. Vendor has expressed its interest in supplying the Products for consideration to Surface180. Vendor recognizes and confirms that Surface180 has the exclusive right to manage contents of the website Surface180.
B. All the Parties have agreed to enter into this agreement, setting out the parameters for formalizing the arrangement in respect of sale of the Products.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. This agreement shall come into force with effect from , 2015 and shall remain valid for a period of 1 Year ending on ___________, 2016. Surface180 will offer for selling/distributing/marketing the Vendor products through Surface180 to end Customers in India.
2. Surface180 has accepted to offer its services for displaying the Vendor products for sale through Surface180, on the terms and subject to the conditions specified in this agreement. It is agreed that Vendor products will be sold through SURFACE180.COM & SURFACE180 will manage the sale of Vendor products through SURFACE180.COM.
3. Vendor and Surface180 shall jointly select the products which are to be offered for sale through SURFACE180.COM.
4. Surface180.com shall receive the orders from customers for the product(s) offered and displayed on behalf of Vendor; Surface180 will provide the backend infrastructure, for capturing the customer details/order in the form of an “Order Sheet”. The order should be dispatched within a maximum of _ days from the day of SURFACE180 sending the order sheet.
5. It is hereby clarified that the VENDOR shall confirm and notify to Surface180 by email or sms or call about the dispatch of every product as soon as it is dispatched.
6. It is hereby clarified that Surface180 is vested with the rights of cancelling the order if it has not been dispatched within agreed delivery time.
7. The Vendor hereby undertakes that shipment with respect to products relating to order sheet shall reach the customer within days from the date of dispatch.
8. The customer is vested with the right to cancel the order if the shipment does not reach him within time period from the date of ordering the product.
9. With respect to manufacturing defect or damaged products it is hereby clarified that customer can report damages within 48 hours from having received the product.
10. Vendor hereby undertakes that in case of any damages/ mismatch with respect to products delivered in furtherance to this agreement, the Vendor is liable to replace the components/ product or repair it if the customer so wishes. Furthermore the Turn Around Time for replacements/ repairs is_ days from the date of delivery of the product to the customer
11. Both the parties hereby agree that in case of a completely incorrect product being received, the Vendor will offer a no questions asked replacement/ return.
12. The Vendor hereby agrees and undertakes that-
a) Inventory update - The Vendor must share his stock status on a weekly basis to ensure that the products live on SURFACE180.COM will be serviceable by the Vendor.
b) Packaging Standards – The Vendor shall adhere to the packaging standards specified by SURFACE180 and for any damages caused by mishandling/ non adherence to SURFACE180.COM’s standards the VENDOR will be liable to bear the costs, and for damages caused in transit, product will be replaced by VENDOR, and replacement cost will be bear by SURFACE180.
13. Surface180 will be responsible for collecting the payment from the customer, through SURFACE180.COM based on the web price of the products.
14. It is clarified that the VENDOR shall provide his final wholesale rate including packing to Surface180.
15. It is also clarified that the Surface180 shall pay service tax, if any, on the aforesaid amounts. The bill including commission invoice shall be prepared by Surface180 on the basis of number of sales of/ provision for product and services.
16. It is also clarified that VENDOR will be subjected to TDS provisions and shall have to pay TDS accordingly with respect to income earned by Surface180 in furtherance to this agreement.
17. Surface180 shall pay 50% advance payment to VENDOR at the time of given order & remaining 50% will be paid after 7-10 days after delivered the products. If generated invoice amount is equal or less than 1000/- INR then full payment will be done by Surface180.
18. It is clarified that Surface180 will raise invoices to VENDOR at the end of every month and remit the amount received from Customers minus Surface180 Commission to the Vendor.
19. Taxes: Wherein applicable, all payments made under this Agreement shall be subject to deduction of taxes as per the Income Tax Act, 1961. It is also clarified that the Vendor shall pay service tax if any on the aforesaid amounts.
20. All statutory levies as per rules (TDS, VAT, CST, etc.) will be accounted for by Surface180.Jodhpur/Vendor wherever applicable, and Surface180.Jodhpur/Vendor are to comply individually as applicable to them the respective regulations with respect to deposit of the statutory dues, filing of returns, etc.
21. Both the parties hereby agree that all payments will be processed only after a confirmation from the customer that the product has been received, assembled and has no damages/ mismatch.
22. The primary and sole responsibility for redressal of customer complaints related to manufacturing of the products will be the responsibility of Vendor at all times.
23. Vendor will accept back the product which is not delivered to the customer on account of any reason and keep Surface180 informed with the sales return details subject to the condition that the product is untampered and in good and saleable condition.
24. The data of customers will be the property of Surface180 and Vendor will not use or distribute it in any form or means and keep it confidential.
25. Vendor hereby grants to Surface180 the right to use & display, the products offered for sale, it’s brand logo, brand name, photographs, videos etc. containing images of brand ambassadors of Vendor for advertising & promotion etc. for marketing/selling on SURFACE180.COM.
26. Vendor shall indemnify and hold the Surface180 harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs,, expenses (including legal fees) or damages asserted against the Surface180 its officers etc by the customer or any third party arising out of the breach of trust, actions, lack of action/s, if any or omissions in connection with this agreement and the sale of Vendor products and the product performance during the period of this arrangement and for the products sold, even after the termination of this arrangement.
27. Surface180 shall indemnify and hold Vendor harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs,, expenses (including legal fees) or damages asserted against Vendor its officers etc by the customer or any third party arising out of the breach of trust, actions, lack of action/s, if any or omissions in connection with display & delivery services under this agreement.
28. During the term of this arrangement and thereafter, any confidential information received by either party, under and by virtue of this arrangement, shall be maintained in the strictest confidence and trust.
29. Vendor represents and warrants that:
• It is engaged in a legitimate and lawful commercial enterprise & activity;
It shall not deliver any goods / services to Customers which:
• Do not correspond with the product description as detailed on SURFACE180.COM and ordered by customer;
• Are not of the same quality standards or in quantity as mentioned on SURFACE180.COM and as ordered by the customer;
• Do not serve the purpose for which the goods / services are meant as described in the website/distribution channels of Surface180;
• Are defective in nature;
30. Products offered for sale shall confirm to all the statutory requirements associated with that product, whether required under Central and/or State legislation and that Vendor has obtained all requisite approvals, licenses, NOC etc from the relevant government authority for selling the product.
31. Surface180 reserves the right to withdraw any product from distribution channels immediately, if at any stage it is found that the product does not conform to the quality & other warranties/ representation being made by Vendor on that product.
32. This agreement may be terminated by parties by giving a 30 Days notice in writing. However, all obligations related to post sale of a product will duly be honoured by parties post termination of the agreement and ordered booked till the conceptualization of termination will be duly delivered by the Vendor to the end customer.
33. Surface180/Vendor shall be entitled to terminate this agreement if Surface180/Vendor has committed a material breach for any of the terms of this agreement and Surface180/Vendor has not cured the breach within 30 days from the receipt of a notice from Surface180/Vendor.
34. All obligations due to the other party till the date of termination of the agreement have to be fulfilled by both the parties.
35. This agreement shall not be amended, assigned or transferred by the parties without the written consent of the other party.
36. This agreement will be governed exclusively by the laws of India and subject to the jurisdiction of the courts at Jodhpur.
In Witness hereof the Parties hereto have hereunto set and subscribed their respective hands on the day and year first hereinabove written.
(Duly Signed &Stamped ) (Duly Signed &Stamped )