PART 1
SELLER GUIDELINES
1. PRICING GUIDELINES
1.1. The Seller agrees to quote its best and lowest wholesale price or transfer price (inclusive of all applicable taxes) of the Products to be displayed on the Platform
1.2. The Seller authorizes the Company in the capacity of marketing agent to discover & intimate the prevailing best market price for its products. Fixation of selling price shall be at the sole discretion of the Company.
1.3. The Company shall have the right to withdraw a particular Product from the Platform if there is a dispute pertaining to the said product. All such withdrawals will take effect within twelve (12) to twenty-four (24) hours tentatively from notification to the Company.
2. STOCKING GUIDELINES
2.1. The Company and the Seller shall determine an estimated quantity of pieces to be stocked as against each Product listed on the Platform, based on the expected sales. The Seller shall ensure that such number of Products shall be reserved for the Company at all times.
2.2. In case of any deviation in the stock/quantity, the seller shall ensure quick updation of the same on the platform.
3. BRAND NAME AND MRP TAG VISIBILITY
3.1. The Seller agrees to package the Products, which shall not contain any details of the Seller or other company’s name. The logistics partner shall pick up the product from Sellers Warehouse and deliver it to Customer.
3.2. Seller is not allowed to contact the Customer directly. In case of any confusion, please get in touch with Account Manager.
3.3. Breach of any of the terms/ condition/ requirements can result in a penalty and permanent deactivation.
3.4. Brand, Logos, and products can be used for promotions, cross – selling whenever required without intimating Seller.
4. LOGISTICS GUIDELINES
Company shall provide shipping/logistics service to the Seller. Any damage in transit on account of inadequate/unsuitable packaging shall be charged to the account of Seller. However, a ny damage to the Product in transit due to mishandling by logistic partner appointed by the Company, Company shall facilitate recovery of Product value from the logistic partner. On receipt of any Order, the Seller shall ensure that the Orders are shipped within a period of 72 hours from receiving the order, unless anything to the contrary is agreed to between the Seller or Company in the respective Order in advance
5. EXCHANGE, REPLACEMENT AND CANCELLATION:
The Seller shall be updated with the policies (https://ullu99.com/terms-and-conditions/cancellation-return-exchange-policy/)
6. THIRD PARTY RIGHTS
6.1. The Sellers Products and the images shall not infringe upon any third party’s rights, including without limitation, such party’s intellectual property rights. The Seller shall ensure that necessary approvals/documentation is in place with respect to using the pictures of Models, in case of any dispute pertaining to the same, seller shall be solely responsible.
7. QUALITY - COMPLIANCE AND PENALTY
7.1 The Seller shall be solely responsible for ensuring the quality, originality and sufficiency of the Products listed on the website. In case of any complaint received by customer regarding product, the company shall in case of any discrepancy, the seller shall be held liable and company shall take strict legal action against seller.
7.2 In case of any wrong returns or exchange disputes, the Seller needs to intimate the Company at (support@ullu99.com) within 48 hours of receipt of the product along with wrong product images and order id, else it will not be considered.
7.3 Seller’s account will be temporarily or permanently deactivated, or the visibility of products will be reduced based on the average ratings of catalogs
7.4 In case the Seller account gets deactivated, the seller will need to submit a plan of action explaining how the Seller will fix quality issues. The plan of action can be submitted at – (support@ullu99.com ) Thereafter, the Company will evaluate this plan of action and on the basis of its discretion decide to reactivate the account, but with extremely reduced visibility on the Platform
8 ORDER FULFILMENT - COMPLIANCE AND PENALTY
8.1 Average Dispatch Time
8.1.1 All orders should be dispatched within 1-3business days of receiving the same.
8.2 Dispatch Adherence
8.2.1 Any delay in dispatch of the product provided by Seller will count towards seller Late Dispatch Rate (LDR), and will result in reduced visibility on the platform, thereby reducing Seller’s sales.
8.2.2 In case of pick-up or delayed scanning issues, Seller need to mail us at support@ullu99.com or can call us with the list of Order IDs along with signed manifest (in case of delayed scanning issue).
8.2.3 Any Order that hasn’t been shipped till 3 business days due to any reason attributable to the seller will be auto-cancelled and will incur the penalty as 10% of the product value.
8.3 Order Cancellation
8.3.1 In the event of Seller cancels the order (uploaded in portal for sale) for non - availability of ordered product, a business loss amount of 10% of the product value to be recoverable from the Seller by the Company.
9 DEACTIVATION AND REACTIVATION PROCESS
9.1 Over and above these penalties, Company can also deactivate Seller (temporarily or permanently) in case of continuous performance breach for any the above metrics.
9.2 Company can reactivate Seller in case Seller provide a concrete plan of action on performance improvement
9.3 Once reactivated, Seller’s profile will be under review for 2 weeks.
10 PENALTIES
10.1 The Seller be penalized for missed orders according to the company policies, which will be shared with the Seller from time to time.
10.2 Any penalty payable by the Seller hereunder shall be paid within seven (7) days of notification of such penalty.
10.3 The Company shall have the right to withdraw a particular Product(s) from the platform in the event of -
10.3.1 any dispute as to the price of the Product(s);
10.3.2 any manufacturing defects;
10.3.3 incorrect Product details; or
10.3.4 any issues with the quality of the Product(s)
All such withdrawals will take effect within seven (7) hours from notification to the Seller
PART – 2
1.1. PRODUCT LISTING, SALES AND MANAGEMENT
1.1. The Company shall permit the Seller to list the Products on the Platform, on such term and conditions as mentioned under this Memorandum of Agreement, provided however, that the Company reserves the right to select order list any Product or delist any existing Seller subject to its sole discretion.
1.2. The Seller shall at all times comply with the provisions of the Memorandum of Agreement and the Seller Guidelines as amended from time to time.
1.3. The Seller shall be solely responsible for ensuring the quality, originality and sufficiency of the Products listed on the website/Platform and shall ensure that the Products are in compliance with the standards prescribed for such Products under Applicable Law and the Seller Guidelines.
1.4. The Seller will provide the Company with details and images of the Product they offer for sale on the platform in accordance with the Seller Guidelines. The Seller shall be responsible to ensure the accuracy of the Product description and shall update the details of the Products on the Platform from time to time, in the manner and at such frequency as prescribed by the Company. The Seller shall be solely responsible for ensuring that the Products and the images do not infringe upon any third party’s rights, including without limitation, such party’s intellectual property rights.
1.5. Fixation of Selling Price shall be at the sole discretion of the Company and it may be communicated to the Seller. The Seller shall have no dispute/concern on the pricing fixed by Company for selling product on its Platform.
1.6. The Company shall provide the necessary backend infrastructure to the Seller such as product uploading facilities, call centre, order management system, etc. as deem necessary by Company, for capturing the Orders placed through the Platform with respect to the product(s) of Seller. The Order placed by the customer on the Platform may be viewed and accessed by the Seller directly on the Seller Panel. On receipt of an Order, the Seller shall pack the Product and dispatch the same strictly in accordance with mandate as mentioned in the Seller Guidelines. In the event of a delay, the Seller shall immediately inform the Company about such delay along with a genuine reason for the same, and also shall provide the details of expected delivery time so as to enable the Company to communicate the same with the Customer. In case the Seller fails to dispatch the product to the customer within the period as stipulated in the Seller guidelines or marks the Order as cancelled due to whatsoever reasons, the Company will be entitled to penalize the Seller in accordance with the Seller Guidelines.
1.7. The Seller also undertakes that it shall not independently (other than on the Platform) promote its products, services, offers, packages, etc to the Company’s customers directly, indirectly and /or through email, SMS or any other electronic or physical mode. In case of breach of this clause1.7, the Company shall initiate legal action against seller
1.8. The Company shall have the sole right to modify the composition or nature of the Services on its Platform including the manner in which the Services are provided, without the Seller prior consent in any form. Any significant changes in the Services or on the Platform shall be communicated to the Seller in writing (email permitted) detailing such modifications within seven (7) days from the date of implementation of such changes.
1.9. The Seller shall designate Two (2) individual who shall be the primary point of contact for any matter that may arise under this Memorandum of Agreement (the “Representative”). On the date of the execution of this Memorandum of Agreement, the Seller shall provide the Company with the telephone number, email address and other contact details of the Representative. The Seller shall have the right to change the Representative upon provision of 15 days prior written notice to the Company.
1.10. Further, as a Seller, the Company will offer the Seller the following benefits:
1.10.1. Account Manager (AM) to handle all issues and clarifications regarding returns the key focus area of this AM will be to work closely with the Seller and take initiatives to reduce the return percentages of the Seller.
1.10.2. Faster activation of all catalogues uploaded by the Seller, resulting in faster visibility of the Products of the Seller to our customers.
1.10.3. Dedicated call support executives who will take all queries regarding issues faced by the Seller while transacting on the Platform
1.10.4. Higher visibility of selected catalogues of the Seller on the Platform again resulting in higher chances of customers viewing the Products of the Seller, and thereby increasing the chances of order placement on the particular catalogue.
PART – 3
1. SELLER ’S REPRESENTATIONS AND WARRANTIES
1.1. The Seller represents and warrants to the Company as follows:
1.1.1. It is duly organized, validly existing and in good standing under the Applicable Laws of its incorporation or in the jurisdiction in which the Seller is a resident and/or does business and that the Seller has full authority to enter into this Memorandum of Agreement and to perform all the obligations hereunder according to the terms hereof;
1.1.2. It has the necessary expertise and resources to carry out its obligations hereunder and there is no restriction, bar, constraint or prohibition on it carrying out the same;
1.1.3. It has full power and authority to enter into this Memorandum of Agreement and to take any action and execute any documents required by the terms here and that this Memorandum of Agreement, when entered into has been duly authorized, has been duly and validly executed and delivered, and is legal, valid, and binding obligation of the Seller and that the Persons executing this Memorandum of Agreement on behalf of the Seller are duly empowered and authorized to execute this Memorandum of Agreement and to perform all its obligations in accordance with the terms herein;
1.1.4. All consents, permissions, approvals, authorizations, orders, registrations or qualifications of, or with, any court or Governmental Authority having jurisdiction over the Seller have been obtained and are valid and shall be kept current, valid and fully operational during the Term including but not limited to this Memorandum of Agreement.
1.1.5. Seller is solely responsible for tax liabilities and related compliances sales of all products and services sold on the Platform.
1.1.6. The Seller shall act in accordance with the Memorandum of Agreement and exercise reasonable skill, care and diligence in the performance of its obligations hereunder;
1.1.7. the Seller’s conduct during the Term shall be with due regard to social conventions and public morals, in good taste, not be obscene, vulgar, libelous, defamatory, or hurt religious sentiments of third parties or bring Company into public disrepute or reflect unfavorably on Company. The Seller shall not at any time commit any act or omission which is prejudicial to the goodwill or image of the Company, its assignees or any entity associated with the Platform;
1.1.8. The Seller must ensure compliance with all Applicable Laws and not infringe upon any third-party rights while performing its duties and responsibilities under this Memorandum of Agreement;
1.1.9. The Seller shall obtain and maintain all licenses, permits and approvals required by the Governmental Authorities for performance of its duties and responsibilities under this Memorandum of Agreement, and furnish proof thereof to the Company, and inform the Company immediately of the expiration, termination, non-renewal, denial or revocation of any such license, permit or approval including (but not limited to) labor laws, health and safety laws, and all other local legislations that may be applicable to the Seller.
1.1.10. The Seller shall ensure compliance with all the policies, Seller Guidelines and other internal policies, terms and conditions as may be prescribed by the Company from time to time;
1.1.11. The Seller shall exercise its discretion in accordance with industry best practices and for the benefit of the Company and its Affiliates;
1.1.12. The Seller shall observe and conform to all standards of business and shall not act, and shall refrain from acting, in any manner that could harm or tarnish the name, reputation, standing or goodwill of the Company and its Affiliates;
1.1.13. The Seller shall not incur any debt, loan or indebtedness in the name of the Company, nor use or imply any authority to use the credit of the Company;
1.1.14. The Seller undertakes all repair, replacement, upgrade or procurement of its own equipment/ infrastructural facilities whether owned, leased, licensed or any form having control over by them which are necessary to facilitate the performance of this Memorandum of Agreement, at its own costs;
1.1.15. The Seller hereby declares and confirms that the Products are original, legitimate and genuine and are either self-manufactured or procured through legitimate channels, and in compliance with Applicable Law. The Seller further declares that it shall not violate the intellectual property rights of any third Person and shall be solely responsible for any breach or violation of such intellectual property rights.
1.1.16. During the Term of this Memorandum of Agreement, the Seller shall not be engaged or be concerned or be interested in any business, affairs or activities of any Person, including the Competitor Companies directly or indirectly, other than the Company or its Affiliates, including individuals, firms, bodies corporate or any other undertaking which is in any way directly or indirectly in competition with the Company.
2. ANTI-CORRUPTION AND ANTI-BRIBERY
2.1 The Seller is aware that ULLU99 is a reputed business company and is familiar with the India (Prevention of Corruption Act 1988) and all applicable laws. The Seller agrees that its performance under this Memorandum of Agreement will be in full compliance with the Policy and all applicable anti-corruption laws and regulations in India (Prevention of Corruption Act 1988). Accordingly, the Seller agrees that in connection with its activities under this Memorandum of Agreement, neither nor any agent, affiliate, employee or other person acting on its behalf will offer, promise, give or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.
2.2 Audit Rights- The Seller shall keep books, records, and accounts with enough/sufficient detail and precision as to clearly reflect its transactions and the use or disposition of its resources or assets. The Seller agrees that ULLU99 has the rights to audit the transactions related to its execution of its obligations under this Memorandum of Agreement at any time and upon reasonable notice.
2.3 Cooperation with investigation- The Seller agrees to provide assistance and cooperation in any investigation related to potential violations of the policy or the applicable anti-corruption laws and regulations.
3. OBLIGATIONS OF THE SELLER
3.1 The Seller agrees that the shipments shall be picked up by Company’s logistics partner from the Seller’s locations as communicated to Company’s logistic partners at the time of your sign up.
3.2 The tracking number and logistics partner would be assigned by an automated process based on the pickup and delivery pin code and type of shipment.
3.3 Seller shall provide/display prominently on package the shipping label /Airway bill having full details of the order number, consignee details, product details, return address i.e., the shipping address and the gross value and collectable value (net value) to be collected in case of COD (Cash on Delivery) shipments. The logistics partners backend panel platform shall enable the Seller to take a print of the shipping label with all the details and the same shall be pasted on the package before the handover to the logistics partner happens.
3.4 Seller shall download receipt(s) of the signed copy of the shipping manifest; it is the proof of handover of shipment to the courier companies.
3.5 Seller shall agree that the Service is only for locations already registered on Seller’s Seller panel i.e., the orders will be picked by the courier companies from only such locations which have been registered by the Seller.
3.6 Seller hereby agrees that it will not book / handover any good/shipment which is banned, restricted, illegal, prohibited, stolen or infringing of any third party rights, or which contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments, or any reactive, hazardous or dangerous items/goods which are in breach of any applicable law or of any packaging/transportation guidelines of the concerned courier partner; in which cases Company shall not be liable for the delivery of any such products.
3.7 In addition, seller shall not book/ship two or more shipments against a single AWB number or send multi packet shipments, and any breach of this condition by the Seller (whether intentional breach or not) shall give right to our Company to claim the concerned expenses (including the freight amount of all the shipments) and liquidated. Seller should properly paste and insert the invoice, in and on the package. In case of 2 order of Customer, Seller shall ensure that it is packed as 1 packet only. In case the Seller packs 2 different shipping the Seller shall bear the excess cost.
3.8 Seller agrees that the Seller shall be responsible for proper; tamper proof and damage proof packing of the Products.
3.9 Seller will use primary packaging, secondary packaging materials, labels, strap, sealing machine and all packaging materials as approved by the Company and same shall be used by the Seller for all the packaging.
3.10 Seller agrees that Seller shall use good quality tapes, duly engraved with Company trademark/name, etc. (Seller shall purchase the same from Company whenever applicable) and not generic tapes for the packaging/sealing of the goods/shipments. In case generic (brown/plain) tapes are used in the packaging/sealing of the goods/shipments, Company shall have no responsibility of any kind, in case of pilferage/damaged/alteration/tapering/leakage etc. of the goods/shipments. In such a scenario, the entire responsibility shall be of the seller.
3.11 Seller shall be ready with the packed order when the courier person comes to receive the shipment, all pick-ups should be logged before the cut off time as directed by the customer support team of our logistics partner, and no pick up beyond the cut-off time of the logistics partner shall be possible. Seller agrees that they shall contact the courier company personnel for the pickup arrangements.
4 INDEMNITY
4.1 The Seller hereby defends, indemnifies and holds harmless the Company and its directors, officers, agents, and assigns from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third Person claims), actions, judgments or causes of action, assessments, interests, fines, penalties, and other costs or expenses (including, without limitation, amounts relating to any legal liability and all attorneys’ fees and out of pocket expenses) directly or indirectly based upon, resulting from, or arising out of, or in relation to or otherwise in respect of including but not limited to
4.1.1 any failure by the Seller or its personnel to perform or otherwise fulfil any covenant, undertaking or other agreement or obligation contained in this Memorandum of Agreement;
4.1.2 any breach of this Memorandum of Agreement by the Seller or its personnel;
4.1.3 any acts, omissions, errors, representations, misrepresentations, misconduct, negligence of the Seller and/or its personnel in performance of its obligations under this Memorandum of Agreement;
4.1.4 any liability arising out of non-compliance of any Seller Guidelines or other internal policies of the Company;
4.1.5 any liability due to any non-compliance of any Applicable Law by the Seller during the Term;
4.1.6 any losses, costs and/or expenses arising to the Company from the Seller’s employees being represented as employees or workers of the Company.
4.1.7 any inaccuracy in, or any breach of, any representation and warranty of the Seller;
4.1.8 negligence or fraud by the Seller
4.1.9 any liability arising from any third Person claims resulting from any accident or damage caused by the Seller or its assignees during the course of this Memorandum of Agreement; or
4.1.10 any losses, costs and/or expenses caused to the Company by the Sellers employees or Persons so engaged by or associated with the Seller
4.1.11 any loss, misappropriations, misuse, infringement or damage to the Confidential Information which are in the possession of the Seller or its personnel or any other persons engaged by or associated with the Seller or within the control of the Seller.
4.1.12 contravention of any Applicable Law;
4.1.13 fines, penalties, or punitive damages resulting from supervisory actions against the Seller and caused by the Seller, as well as private settlements due to omissions and commissions of the Seller
4.1.14 any liability arising from a claim from a customer resulting from a deficiency in any Product sold by the Seller.
4.1.15 any third Person infringement action initiated against the Company as a consequence of using the Seller intellectual property as provided to the Company under this Memorandum of Agreement or the Seller breach of such third-party rights; and
4.1.16 any infringement of the Intellectual Property by the Seller or its personnel or Person’s under its control.
4.1.17 Any compensation or indemnity as referred to in Clause 10.1 above shall be such as to place the Company in the same position as it would have been in, had there not been any failure to perform or liability, or breach of any representation and warranty.
4.1.18 The Seller agrees that notwithstanding anything herein contained, the Company shall not be involved in the day-to-day operations of the Seller, and further indemnifies the Company against any claims, losses, demands for compensation or any other damages which the Company may suffer, on account of any acts or omissions with respect to or arising from the operation of the Seller.
4.1.19 The indemnification obligations hereunder shall survive termination or expiration of this Memorandum of Agreement
PART – 4
1. DATA
1.1. The Company and its Affiliates are and shall remain the sole owner of any Customer’s data, case files or any other associated Customer’s information (collectively “Data”) at all times during the Term. The Seller shall ensure that Data shall not be: (i) used by the Seller other than in connection with the sale of the Products; (ii) sold, assigned, leased, or otherwise, in any manner or form whatsoever disclosed to third persons by the Seller or (iii) commercially exploit by or on behalf of the Seller, its employees, subcontractors, agents or affiliates.
1.2. The Seller shall either suo moto or on the Company’s request promptly correct any errors or inaccuracies in Data caused by the Seller with prior intimation to Company. All Data received or produced during the performance of the Services hereunder, and in the possession of the Seller, shall be contained in a database and shall, upon the Company’s written request, be delivered to the Company or its Affiliates within the time period and in the format stated in the request by the Company. In the event any or all of the Data is destroyed or damaged in any way, the Seller shall, at its cost, promptly restore the Data or facilitate its collection. The Seller shall protect the Data at all times and shall use the same degree of care to prevent the loss of or alteration of Data in the Seller ’s possession that a prudent person would use to protect that person’s information and one which is at any cost not lesser than the standard of care that the Seller uses to protect its own information and other information that may be in its possession. The Seller shall be liable irrespective of whether such data is handled by Seller or its employees or its partner/affiliates/agents/contractor.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. During the Term, the Seller hereby grants to the Company and its Affiliates a limited, non-exclusive and non-transferable license for the use of and to display the Seller’s name, trademarks, brand name, company name, business associates etc., and all intellectual property pertaining to the Products, including any Product details, logos, images, trademarks and brand names in order to perform its obligations under this Memorandum of Agreement without any additional approval.
2.2. The Parties agree that this Memorandum of Agreement will not be deemed by implication or otherwise to grant to the Seller any right in any trade secrets, trademarks, trade names, know-how, certifications or other intellectual property licensed to the Seller by the Company or its Affiliates (the “Intellectual Property”) and all use thereof by Seller shall inure to the benefit of the Company and its Affiliates, and the Seller shall not, now or in the future, apply for or contest the validity of any Intellectual Property or apply for or use any term or mark confusingly similar to any Intellectual Property. The Seller acknowledges that the Company and its Affiliates are the owner of the Intellectual Property and also undertakes not to challenge, directly or indirectly, the rights of the Company or its Affiliates associated with the Intellectual Property or otherwise jeopardize the Company or its Affiliate’s rights over the Intellectual Property.
3. CONFIDENTIALITY
3.1. The Seller agrees and undertakes that the (i) Intellectual Property; (ii) Data; (iii) identity of the Customers (iv) information pertaining to the Products sold to the Customers (v) buying history of a Customers (vi) software, documentation, hardware equipment devices, tools and(vii) any information concerning the organization, finance, transactions or affairs of the Company or its Affiliates (whether conveyed in written, oral or in any other form) (collectively the “Confidential Information”) shall be the exclusive property of the Company and its Affiliates and shall not be disclosed by the Seller to any third Person for any purpose other than to perform the obligations under this Memorandum of Agreement, except as required under Applicable Law or with the prior written consent of the Company or its Affiliates. All Confidential Information shall only be used in a manner consistent with the intention and the spirit of the Memorandum of Agreement.
3.2. The Seller agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform the Sellers obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality that are at least as stringent as those contained herein; or (ii) as required by any Applicable Law, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.
3.3. The Seller acknowledges that the Confidential Information constitutes of unique, valuable and special trade secret and business information of the Company and its Affiliates, and that any disclosure thereof (otherwise than as provided for herein) may cause irreparable injury to the Company. In case of breach of Confidentiality, the Seller shall be liable to pay penalty Rs 10,00,000/- (Rupees Ten Lakh Only) and also that the Company or its Affiliates shall be entitled to seek injunctive relief from an appropriate court of law.
4. TERM AND TERMINATION
4.1. The term of this Memorandum of Agreement (the “Term”) shall be valid unless terminated mentioned under this Memorandum of Agreement. Notwithstanding anything to the contrary contained herein,
4.2. The Company is entitled to terminate this Memorandum of Agreement:
4.2.1. By giving advance notice of 30 days to the Seller for terminating this Memorandum of Agreement for whatsoever reason best known to the Company.
4.2.2. On the commission of a breach of the terms and conditions by the Seller mentioned under this Memorandum of Agreement, Seller Guidelines or internal policies of the Company, as the case may be, (including any representation, warranty or Confidentiality hereunder), which breach is not remedied by the Seller within fifteen working days of receiving notice of such breach from the Company;
4.2.3. On the occurrence of a Force Majeure Event in accordance with Clause 12; or
4.2.4. On Misconduct, fraud or negligence committed by the Seller or its personnel, the company shall intimate the same to the seller and ask for justification for such Misconduct, fraud or negligence. In the event the company does not receives satisfactory response from seller within 2 days of intimation given to seller, the company shall have right to terminate this agreement on immediate basis.
4.2.5. The Seller being ordered to be wound up for any reasons by any court and/or an official liquidator/receiver being appointed with respect to its affairs save and except mergers, amalgamations, acquisitions or other schemes or arrangements.
4.2.6. In any event Seller has engaged in the conduct that violates the Policy or the applicable anti-corruption laws and regulations, Company shall immediately have the right to suspend the Services and thereafter terminate the Memorandum of Agreement.
4.2.7. If Seller sells any prohibited products as per industry standards and/or engages in any illegal activity.
4.2.8. The Seller is entitled to terminate this Memorandum of Agreement: On any breach of terms/conditions by the Company mentioned under this Memorandum of Agreement which breach is not remedied by the Company within fifteen working days of receiving notice of such breach from the Seller.
4.2.9. By giving advance notice of 30 days to the Company for terminating this Memorandum of Agreement for whatsoever reason best known to the Seller.
5. CONSEQUENCE OF TERMINATION
5.1.1 The termination of this Memorandum of Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to any Party against the others prior to such termination. The Company shall forthwith pay the Seller all amounts outstanding due and payable in terms of this Memorandum of Agreement until the date of termination.
5.1.2 The Seller shall, upon request by the Company at any time, or upon the expiry or the earlier termination of this Memorandum of Agreement, (i) promptly return to the Company, in the format and on the media in use as of the date of the request, all or a portion of the Data, as requested; and (ii) erase or destroy all of the Data remaining in the Seller’s possession after the return set out above.
5.1.3 The Parties shall promptly, on termination of this Memorandum of Agreement either return any Confidential Information supplied to it and all copies or extracts thereof, or erase or destroy such Confidential Information within a period of ten 10 days of such request. Parties shall certify in writing to each other that it has complied with its obligations under this clause.
5.1.4 Any termination from both the Parties, shall ensure that all orders are fulfilled to the customer as it will be a loss of faith and brand trust for both the Parties.
PART – 5
1. FORCE MAJEURE
Either Party shall not be liable for its failure to perform under this Memorandum of Agreement as a result of any event of force majeure being events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, epidemic, pandemic, government imposed lock-down, action of statutory authorities or local or central governments, change in laws, rules and regulations, affecting the performance of both the Parties shall stand suspended for the period during which the Force Majeure subsists. Either Party shall be entitled to terminate the Memorandum of Agreement if the Force Majeure continues for a period of more than thirty (30) consecutive days.
1.1. NOTICES
1.1.1. All notices, requests, demands, claims and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if sent electronically, by registered or certified mail, return receipt requested or postage prepaid and addressed to the intended recipient as set forth below:
In the case of notices to the Company:
Address- 14th Floor, Lotus Business Park,
Veera Desai Road, Industrial
Estate, Andheri (West), Mumbai - 400053
E-mail : “support@ullu99.com”
2. LIMITATION OF LIABILITY
2.1.1. The Company shall not be liable to the Seller for any indirect or consequential loss or damage, including, without limitation, any loss of business or profits in each case whether arising from negligence, breach of contract or otherwise.
3. GOVERNING LAW AND DISPUTE RESOLUTION
3.1.1. One Sole Arbitrator shall be appointed by the company who will conduct Arbitration Proceedings in Mumbai in English Language which will be binding upon both the Parties.
3.1.2. The arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and subsequent amendments (“Rules”), language of the arbitration shall be English, and the Arbitration shall take place in Lucknow . The arbitration award delivered by the tribunal shall be final and binding on both Parties. Each Party shall bear its own costs relating to such arbitration, and the Parties shall equally share the arbitrator’s fees. The award rendered may be entered and enforced in any court having jurisdiction at Lucknow . This arbitration clause shall be severable and may be enforced independently. During the dispute resolution in accordance with this provision, the payments shall not be delayed for any reason for the Services availed or continue to avail during such dispute.
4. MISCELLANEOUS
4.1. Independent Contractors
The Parties are independent to each other and nothing contained herein shall be deemed to construe either Party to be the employee, agent, servant, partner, joint venture partner, subsidiary, Affiliate or group company of the other Party. Neither Party shall have authority to act on behalf of the other in any manner or to create any obligation or debt that would be binding upon the other. Neither Party shall be responsible for any obligations nor do the expenses of the other except as expressly authorize to be incurred in the performance of this Memorandum of Agreement.
4.2. Entire Memorandum of Agreement
This Memorandum of Agreement along with the Seller Guideliens hereto shall constitute the entire Memorandum of Agreement and understanding of the Parties with respect to its subject matter and shall supersede all prior representations, promises, communications, understandings or agreements, both written and oral, with respect to such subject matter. None of the Parties shall be liable or bound to any other Party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or there.
4.3. Waiver
No failure or delay by any Party hereto in exercising any right, power or remedy under this Memorandum of Agreement shall operate as a waiver thereof or a waiver of any other rights, powers or remedies, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of any such right, power, or remedy or the exercise of any other right, power or remedy; no waiver by either Party shall be effective unless it is given in writing by a duly authorized representative of such Party.
4.4. Severability
If any provision of this Memorandum of Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of this Memorandum of Agreement shall continue to remain in full force and effect.
4.5. Amendment
Any amendment or modification to this Memorandum of Agreement shall be made by the Company with a reasonable notice to the Seller
4.6. Independent and Cumulative Rights
Each of the rights of the Parties hereto under this Memorandum of Agreement are independent, cumulative and without prejudice to all other rights available to such Parties, and the exercise or non- exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Memorandum of Agreement or Applicable Law. Each of the representations and warranties shall be separate and independent and, save as expressly provided to the contrary, shall not be limited by reference to or inference from any other representation and warranties or any other term of this Memorandum of Agreement. The election of any one or more remedies by the Company hereto shall not constitute a waiver of the Company’s right to pursue any other available remedy or remedies.
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