The following words and phrases have the following meanings;
Company: shall mean M/s E-GRABS Trading (www.egrabs.co)
Customer: shall mean any individual, group of individuals, firm, company or any other entity placing an order on www.egrabs.co
Price: shall mean the cost at which the Products are to be delivered to the Customer
Effective Date: shall mean the date on which the agreement is executed.
Form: shall mean Form annexed here to as Annexures “A” B etc.
Vendor: shall mean the entity incorporated, which sells its products through online store
Online Store: shall mean a virtual electronic store created on www.egrabs.co
Order: shall mean an order for purchase of products, services or deals
Products: shall mean products, Services or Deals for sale on the Online Store
Delivery Charges: shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.
Service charge: shall mean the margin per transaction charged by the Company to any stakeholder
Tax: any taxes (including VAT, Sales or Federal Taxes etc.) levied by the Govt. applicable as per laws
Payment Gateway: Online payment system on company website (www.egrabs.co)
- The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product/service/deals which shall include hosting and technology, customer support, logistics services (if availed by the Vendor), payment services and all other related services to ensure customer satisfaction on behalf of the Vendor. For the arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being effected through the Online Store created on the EGRABS market place.
Consideration and Payment Terms
- The Company shall collect the Payment from the customer on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Service charges to the Vendor at the rates specified by the Company in the agreement.
Payment of the Sale Proceeds to Vendor shall be done by Company in the following manner;
- Vendor shall prepare a consolidated advice list of all orders delivered to the customer and will send to the company within Ten (10) days after completion of the order.
- The Company shall within 10 working days of receipt of advice, will process the amount due to the Vendor and dispatch the Cheques / Demand draft/ online transfers.
- The Company shall deduct charges as specified in sub-clause above and agree with the Vendor from the total amount collected as Price for the orders received from customers through online stores.
- Vendor agrees to bear all the applicable taxes, duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store.
- The fastest, most reliable, trusted and secured online transaction payment gateway, being provided for the ease of payments, should not be misused in any way including illegal flow of funds, Money laundering or any illegal transaction prohibited by the laws.
Obligations of the Vendor
The Vendor shall;
- Through the interface provided by the Company (www.egrabs.co), the Vendor will create an Online Store, shall upload the product description, images, disclaimer, delivery timelines, price, terms and conditions, such other details for the products to be displayed and offered for sale through the said online store.
- Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendors shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
- Vendors shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
- Vendors shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through online stores.
- At all times have access to the Internet and its email account to check the status of approved orders, on receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on the online store.
- In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor according to their terms, condition and policies. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
- The Vendor shall dispatch the Products of the same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
- Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
- The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the local / international laws.
- The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
- The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
- Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
- The Vendor shall at all time during the pendency of the agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
- The Vendor shall at all times be responsible for compliance of all applicable laws and regulations of the country including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that;
- They have the right and full authority to enter into the agreement with the Company.
- All their obligations under the agreement are legal, valid and binding obligations enforceable in law.
- There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under the agreement.
- That they are an authorized business establishment and hold all the requisite permissions, authorities and approvals to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of the arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
- That they shall provide the Company with copies of any document required by the Company for the purposes of the performance of its obligations under the arrangement within 24 hours of getting a written notice from the Company.
- That they complete product responsibility and liability, shall solely vest with Vendor
- Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables, and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
- Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, insofar as the same relates to services offered pursuant to the terms of the agreement. Any approval required from the regularity authorities shall solely vest with a vendors.
Company reserves the right
- Vendor agrees and acknowledges that the Company, at all times during the continuance of the agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of laws, breach of any of the terms of the agreement, terms and conditions of EGRABS marketplace. In such an event, the Company reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
- At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of the agreement, Terms and conditions of use of EGRABS, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
Indemnity (protection against loss or financial burden)
- The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under the agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. . For the purpose of the clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
- The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under the agreement.
- the article shall survive until the termination or expiration of the agreement.
Company not Liable
- The Company on the basis of representation by the Vendor has created the online store on EGRABS portal to enable him to offer its products for sale through the said Online Store.
- Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
- Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
- The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Products, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.
The Agreement may be terminated by the Company in the event of;
- Vendor commits a material breach of any representation, obligations, covenant, warranty or term of the agreement and the same is not rectified within 30 days after written notice given by the Company.
- If a Petition for insolvency is filed against the Vendor.
- If the Vendor is in infringement of the third party rights including intellectual property rights.
- The Agreement may be terminated by either party giving the 30 days’ written notice.
Effects of Termination;
- In the event of termination/expiry of the agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect.
- Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred to the Vendor by virtue of termination of the agreement.
- During the period under notice both the parties shall be bound to perform its obligations incurred under the agreement and the sub-clause shall survive the termination of this agreement.
Any dispute arising out of or related to or connected with any provisions under the Agreement shall be treated by the following process;
- At the first step, the dispute/conflict will be resolved in mutual consultation, discussion, bargaining etc. in the best interest of every party.
- Secondly, an independent third party can be involved for resolution of the dispute/conflict where all the parties have the confidence / trust.
- If in case, the above two options will not work, the competent authority of the country will decide the dispute/conflict as per applicable laws of the country.
All notices and other communication under the Agreement shall be in writing, in any of the both languages including Arabic or English and either delivered by hand or, Email or fax or courier in each case to the addresses set out at the beginning of this Agreement.
Intellectual Property Rights
It is expressly agreed and clarified that, except as specified agreed in the agreement, each Party shall retain all right, title and interest in their respective trademarks and logos.
Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under the agreement.
The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under the agreement.
Unless required by law, the vendor will not make any public announcement or issue any press release concerning the transactions contemplated by the agreement without the prior consent of the Service Provider.
Waiver and Amendment
Waiver, exemption or amendment will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
Neither Party shall be responsible or liable for any delay or failure to perform its obligations under the agreement due to unforeseen circumstances or any event which is beyond that Party’s control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
The following documents are required from the vendor for record purpose;
- Trade license.
- After sales services description.
- Payment process and method.
- Repair / maintenance policy.
- If any other required.