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Vendor Terms & Conditions

PART 1

SELLER GUIDELINES

 

  • PRICING GUIDELINES
    • 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
    • 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.
    • 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.
  • STOCKING GUIDELINES
    • 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.
    • In case of any deviation in the stock/quantity, the seller shall ensure quick updation of the same on the platform.
  • BRAND NAME AND MRP TAG VISIBILITY
    • 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.
    • Seller is not allowed to contact the Customer directly. In case of any confusion, please get in touch with Account Manager.
    • Breach of any of the above requirements can result in a penalty equivalent to the losses incurred by the Company and it may also result in permanent deactivation/blacklisting of your account.
    • Brand, Logos, and products can be used for promotions, cross – selling whenever required without intimating Seller.
  • LOGISTICS GUIDELINES
  • RETURN, REPLACEMENT AND CANCELLATION:
  • THIRD PARTY RIGHTS
    • 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.
  • QUALITY - COMPLIANCE AND PENALTY
    • 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. 
    • In case of any wrong returns or exchange disputes, the Seller needs to intimate the Company at (email id of ullu99app) within 48 hours of receipt of the product along with wrong product images and order id, else it will not be considered.
    • Seller’s account will be temporarily or permanently deactivated, or the
    • 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 – (email id of ullu99app ) 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

 

 

 

 

 

 

 

 

 

 

 

 

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, any 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

 

 

 

The Seller shall be updated with the policies (Link to be provided)

 

 

 

 

 

 

 

      visibility of products will be reduced based on the average ratings of catalogs

 

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  • ORDER FULFILMENT - COMPLIANCE AND PENALTY
    •    Average Dispatch Time
    • Dispatch Adherence
      • 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.
      • 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).
      • 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.
    • Order Cancellation
      • 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.
    • Over and above these penalties, Company can also deactivate Seller (temporarily or permanently) in case of continuous performance breach for any the above metrics.
    • Company can reactivate Seller in case Seller provide a concrete plan of action on performance improvement
    • Once reactivated, Seller’s profile will be under review for 2 weeks.

 

 

8.1.1   All orders should be dispatched within 1-3business days of receiving the same.

 

 

 

 

 

 

 

 

  • DEACTIVATION AND REACTIVATION PROCESS
  • PENALTIES
    • The Seller be penalized for missed orders according to the company policies, which will be shared with the Seller from time to time.
    • Any penalty payable by the Seller hereunder shall be paid within seven (7) days of notification  of such penalty.
    • The Company shall have the right to withdraw a particular Product(s) from the platform in the event of -
      • any dispute as to the price of the Product(s);
      • any manufacturing defects;
      • incorrect Product details; or
      • 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART – 3

  • SELLER ’S REPRESENTATIONS AND WARRANTIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  • ANTI-CORRUPTION AND ANTI-BRIBERY
  • OBLIGATIONS OF THE SELLER
    • 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.
    • 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.
    • 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.
    • 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.
    • 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.
    • 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, jewelry (excluding artificial jewelry), 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.
    • 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.
    • Seller agrees that the Seller shall be responsible for proper; tamper proof and damage proof packing of the Products.
    • 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.
    • 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.
    • 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.
    • 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
      • 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;
      • 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;
      • any liability arising out of non-compliance of any Seller Guidelines or other internal policies of the Company;
      • any liability due to any non-compliance of any Applicable Law by the Seller during the Term;
      • 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
      • any losses, costs and/or expenses caused to the Company by the Sellers employees or Persons so engaged by or associated with the Seller
      • 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.
      • 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
      • any liability arising from a claim from a customer resulting from a deficiency in any Product sold by the Seller.
      • 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
      • any infringement of the Intellectual Property by the Seller or its personnel or Person’s under its control.
      • 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.
      • 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.
      • The indemnification obligations hereunder shall survive termination or expiration of this Memorandum of Agreement
  • TERM AND TERMINATION
    • The term of this Memorandum of Agreement (the “Term”) shall be for a period two (2) years commencing from the date of execution of this Memorandum of Agreement hereof unless terminated as per the clauses mentioned under this Memorandum of Agreement. Notwithstanding anything to the contrary contained herein,
    • The Company is entitled to terminate this Memorandum of Agreement:
      • By giving advance notice of 30 days to the Seller for terminating this Memorandum of Agreement for whatsoever reason best known to the Company.
      • 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;
      • On the occurrence of a Force Majeure Event in accordance with Clause 12; or
      • 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.
      • 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.
      • 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.
      • If Seller sells any prohibited products as per industry standards and/or engages in any illegal activity.
      • 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. 
      • By giving advance notice of 30 days to the Company for terminating this Memorandum of Agreement for whatsoever reason best known to the Seller.
  • CONSEQUENCE OF TERMINATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  • INDEMNITY

 

 

4.1.2   any breach of this Memorandum of Agreement by the Seller or its personnel;

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

4.1.12    contravention of any Applicable Law;

 

PART – 4

 

  • DATA
  • INTELLECTUAL PROPERTY RIGHTS
    • 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.
    • 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.
  • CONFIDENTIALITY
    • 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.
    • 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.
    • 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART – 5

  • FORCE MAJEURE
  • LIMITATION OF LIABILITY
  • GOVERNING LAW AND DISPUTE RESOLUTION
  • MISCELLANEOUS
    • Independent Contractors
    • Entire Memorandum of Agreement
    • Waiver
    • Severability
    • Amendment
    • Independent and Cumulative Rights

 

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.

 

 

 

 

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 : 

 

In the case of notices to the Seller

 

Address:

Email :-

 

 

 

 

 

 

 

 

 

 

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.

 

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.

 

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.

 

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.

 

Any amendment or modification to this Memorandum of Agreement shall be made by the Company with a reasonable notice to the Seller

 

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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