This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is a legally binding agreement between a Seller (as defined below) or a Buyer (as defined below), as the case may be (acting by itself or through its representatives) (collectively referred to as “you”, “your”, “User” hereinafter) who access or use or transact on the Platform and avail Service for a commercial purpose only and the Hiveloop Technology Private Limited (referred to as “we”, “us”, “our” or “KVMS Retail Solutions” hereinafter). You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.
Additional terms and conditions may apply to You in respect of availing specific services and/or to specific portions or features of the Platform, including but not limited to, Services, any other additional services as may be offered by us from time to time, contests, offers, schemes, promotions or other similar features, all of which terms are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that You have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Platform or for any specific service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the specific service. KVMS Retail Solutions expressly reserves the right at any time, to add to and/or alter, modify, change or vary all or any of the terms and conditions or to replace wholly or in part, the contests, offers, schemes, promotions etc. with another contest, offer, scheme, promotion etc. or to withdraw it altogether.
Terms applicable to Buyers (“Buyer Terms”); and
Terms applicable to Sellers (“Seller Terms”).
If you (by itself or through your representatives) intend to offer your products for sale or are selling your products to Buyers through the Platform (“Seller”), Section I. and III. shall be applicable to your use and access of the Platform and its Services thereof.
APPLICATION AND ACCEPTANCE OF THE TERMS
PROVISION OF SERVICES
- You must register on the Platform in order to access and use the Services. Further, KVMS Retail Solutions reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that KVMS Retail Solutions may impose in its discretion.
- In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third party service provider(s), as the case may be. KVMS Retail Solutions disclaims all liability for any claims that may arise pursuant to your use of services provided by such third party service provider(s).
- User agrees and confirms that any Services provided to you by KVMS Retail Solutions are on best efforts basis and KVMS Retail Solutions may engage services of third party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.
- User acknowledges that the Services are being provided to you on a ‘as is’ and ‘as available’ basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.
- KVMS Retail Solutions may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with KVMS Retail Solutions.
USER ACCOUNTS AND VERIFICATION OF ACCOUNT
- User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with KVMS Retail Solutions’s approval, one User may only register one account on the Platform. KVMS Retail Solutions may cancel or terminate a User’s account if KVMS Retail Solutions has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, v may reject User’s application, without assigning any reasons thereof, for registration for any other reason.
- A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP will be deemed to have been authorised by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.
- you access the Platform you are electronically communicating with KVMS Retail Solutions. KVMS Retail Solutions may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from KVMS Retail Solutions with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from KVMS Retail Solutions.
- You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform (the “Platform Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with KVMS Retail Solutions, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).
- KVMS Retail Solutions may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such third parties terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that KVMS Retail Solutions has no control over such third parties’ web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
- You agree not to undertake any action which may undermine the integrity of KVMS Retail Solutions’s feedback system.
- You agree that the Services shall be availed by you only for commercial purposes that is for sale or purchase of products for further distribution or sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.
- By posting or displaying any information, content or material (“User Content”) on the Platform or providing any User Content to KVMS Retail Solutions or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to KVMS Retail Solutions to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to KVMS Retail Solutions that you have all the rights, power and authority necessary to grant the above license.
- User agrees, undertakes, and confirms that User’s use of Platform shall be strictly governed by the following binding principles:
- User shall not host, display, upload, modify, publish, transmit, store, update or share any information which:
- belongs to another person and to which User does not have any right to;
- is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy including bodily privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986 or otherwise inconsistent with or contrary to the laws in force;
- is misleading in any way;
- is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harasses or advocates harassment of another person;
vinvolves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming” or messages using KVMS Retail Solutions’s communication Platform;
- promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
- infringes upon or violates any third party’s rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person’s name, email address, physical address or phone number) or rights of publicity;
- promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
- contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
- provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
- contains video, photographs, or images of another person (with a minor or an adult);
- tries to gain unauthorized access or exceeds the scope of authorized access to the Platform or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Platform or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
- solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
- interferes with another user’s use and enjoyment of the Platform or enjoyment of any similar Services;
- refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
- harm minors in any way;
- infringes any patent, trademark, copyright or other proprietary rights or third party’s trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
- violates any law for the time being in force;
deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
- impersonate another person;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
- threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
- shall not be false, inaccurate or misleading;
shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
- shall not create liability for KVMS Retail Solutions or cause KVMS Retail Solutions to lose (in whole or in part) the Services of our internet service provider (“ISPs”) or other suppliers.
- is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
2. You shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content on the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. KVMS Retail Solutions reserves its right to bar any such activity.
3. You shall not make any defamatory or denigrating statement(s) about KVMS Retail Solutions, or our brand name or domain name used by KVMS Retail Solutions including the terms KVMS Retail Solutions, KVMS Retail Solutions Express, or otherwise act in any manner that might tarnish the reputation or standing, of KVMS Retail Solutions or Users on the Platform or otherwise tarnish or dilute any of KVMS Retail Solutions’s trademarks, service marks, trading name, or the goodwill associated with them.
4. You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time.
5. User shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the Services offered on or through the Platform, by hacking, password “mining” or any other illegitimate means.
6. Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform. User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to Platform, or any other User, including any account on the Platform not owned by User, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Platform.
7. Each User agrees to indemnify KVMS Retail Solutions, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Platform or Services; (iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se Users; and/or (vi) your negligence or wilful misconduct.
BREACHES AND SUSPENSION
- If any User breaches any Terms, or if KVMS Retail Solutions has reasonable grounds to believe that a User is in breach of any Terms, or could subject KVMS Retail Solutions or its affiliates to liability, or is otherwise found inappropriate or unlawful in KVMS Retail Solutions’s opinion, KVMS Retail Solutions shall have the right to take such disciplinary actions as it deems appropriate, including without limitation:
- suspending or terminating the User’s account and any and all accounts determined to be related to such account by KVMS Retail Solutions in its discretion;
- blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
- removing any product listings or other User Content that the User has submitted, posted or displayed;
- withhold settlement of payments by KVMS Retail Solutions to the User;
- any other corrective actions, discipline or penalties as KVMS Retail Solutions may deem necessary or appropriate in its sole discretion.
- KVMS Retail Solutions does not pre-screen any content or information posted, published or transmitted on the Platform by the users and KVMS Retail Solutions is under no obligation to pre-screen any such content or information. However, KVMS Retail Solutions may at its discretion and/or in accordance with applicable law may voluntarily take down any content or information posted by you on the Platform and if KVMS Retail Solutions determines that any content or information is in violation of these Terms, KVMS Retail Solutions may remove such content or information from the Platform without notice. Such actions do not in any manner negate or dilute KVMS Retail Solutions’s position as an intermediary or impose any liability on KVMS Retail Solutions with respect to content or information posted, published or transmitted by users on the Platform.
- Notwithstanding anything contained herein these Terms, KVMS Retail Solutions may with or without notice and in its sole discretion be entitled to suspend, reduce visibility of the product listings, de-activate, or de-list any product listings or User’s account for any reasons, including without limitation, economic constraints, operational difficulties, financial implications, usage behaviour of the User on the Platform, performance of the User on the Platform, etc.
- In the event a User becomes inactive or if no transaction is noticed by KVMS Retail Solutions, in such a case KVMS Retail Solutions reserves its right to delist, deactivate or suspend a User’s account in its sole discretion, with or without giving any notice to the User.
- KVMS Retail Solutions reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you. Further, KVMS Retail Solutions may disclose the User’s identity and contact information, if requested by any third party, government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.
- If it comes to the knowledge of KVMS Retail Solutions or KVMS Retail Solutions reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, KVMS Retail Solutions shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User’s account and any and all accounts determined to be relation to such account.
TRANSACTIONS BETWEEN BUYER AND SELLER
- KVMS Retail Solutions is merely a facilitator and is not and cannot be a party to or control in any manner any advertisement, exhibition, making available, offer to sell or transactions of sale or purchase on the Platform.
- When a product is listed for sale on the Platform by a Seller, products sold to Buyer by the Seller will be governed by the bipartite contractual arrangement entered into directly between the Buyer and the Seller. Buyer agrees that KVMS Retail Solutions cannot and does not confirm each Seller’s purported identity. KVMS Retail Solutions encourages Buyers to exercise discretion and caution while dealing with various Sellers.
- User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes. Buyer agrees to purchase the products from the Seller for further resale or commercial purpose and shall not use the products purchased for your personal use or consumption.
- For any Services, KVMS Retail Solutions does not represent either the Seller or the Buyer in specific transactions. KVMS Retail Solutions does not control and is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform, or the ability of the Seller to complete a sale or the ability of Buyers to complete a purchase. KVMS Retail Solutions does not implicitly or explicitly support or endorse the sale or purchase of any products on the Platform. At no time shall any right, title or interest in the products sold through or displayed on the Platform vest with KVMS Retail Solutions nor shall KVMS Retail Solutions have any obligations or liabilities in respect of any transactions on the Platform.
- Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions (hereinafter referred to as “Transaction Risk”) in connection with using the Platform or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Platform. User acknowledges and undertakes that it is transacting on the Platform at its own risk and is using its best and prudent judgment before entering into any transactions through the Platform.
- KVMS Retail Solutions shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products and hereby expressly disclaims any and all responsibility and liability in that regard. KVMS Retail Solutions shall not mediate or resolve any dispute or disagreement between Buyer and the Seller of the products or any third party that is rendering services to you.
- In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify KVMS Retail Solutions (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction. This clause shall also apply to any services opted for by the User by accessing any link from KVMS Retail Solutions site to avail of any independent services related to the transaction of buy-sell conducted on the Platform from any third party.
- We do not make any representations pertaining to the information, content, products included on or delivery of the products or otherwise made available to User and User acknowledges that we are only acting as an intermediary between the Buyer and the Seller. User hereby further agrees, acknowledges and confirms that we are not responsible in any way for the products purchased by the Buyer from the Seller and it is explicitly agreed by the User that we will not in any way, under any circumstances whatsoever, be responsible or held liable for products purchased by Buyer from the Seller and/or in relation to any issue and/or dispute thereof. User hereby further agrees, acknowledges and confirms that under the aforesaid circumstances Buyer’s only recourse will be against the Seller and we will not be made a party to any such issue and/or dispute between the Seller and the Buyer.
- The User(s) shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required under applicable law) regarding the right and authority (if required under applicable laws) to re-sell, trade, re-distribute or export or offer to sell, trade the products or services and such sale, trade, distribution or export or offer does not violate any applicable laws.
LIMITATION OF LIABILITY AND INDEMNITY
- To the maximum extent permitted by law, the Services provided by KVMS Retail Solutions on or through the Platform are provided “as is”, “as available” and “with all faults” , and KVMS Retail Solutions hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.
- To the maximum extent permitted by law, KVMS Retail Solutions makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform; KVMS Retail Solutions does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and KVMS Retail Solutions makes no representations or warranties of any kind concerning any product or service offered or displayed on the platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of KVMS Retail Solutions for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.
- Under no circumstances will KVMS Retail Solutions be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from your purchase of any products on platform or any services availed, even if KVMS Retail Solutions has been advised of the possibility of such damages.
Under no circumstances shall KVMS Retail Solutions be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties.
INTELLECTUAL PROPERTY RIGHTS
- KVMS Retail Solutions is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content. All title, ownership and intellectual property rights in the Platform and Platform Content shall remain with KVMS Retail Solutions or licensors of the Platform Content, as the case may be. All rights not otherwise claimed under the Terms or by KVMS Retail Solutions are hereby reserved.
- “KVMS Retail Solutions” and any other related icons and logos are registered trademarks of Hiveloop Technology Private Limited, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
- KVMS Retail Solutions may, at its sole discretion, permit the User(s) of the Platform, in writing, to use “KVMS Retail Solutions” and any other related icons and logos for indicative purposes in the form and manner and terms and conditions as maybe agreed by KVMS Retail Solutions.
- All text, graphics, photographs, trademarks, logos, and artwork available or accessible on the Platform are third party user generated content and KVMS Retail Solutions has no control over such third-party user generated content as KVMS Retail Solutions is merely an intermediary for the purposes of these Terms.
- You shall be solely responsible for any content or information posted or transmitted on the Platform and shall indemnify KVMS Retail Solutions against any claim or liability arising from any content or information posted or transmitted by You on the Platform. Any content or information such as but not limited to images, text, videos posted or transmitted on the Platform shall be licenced to KVMS Retail Solutions by the User uploading such content and KVMS Retail Solutions shall have the worldwide, fully paid-up, perpetual and transferable licence in such content or information for the purposes of its use on the Platform and for any purposes KVMS Retail Solutions deems fit. You shall not be entitled to any payment or compensation for any usage of the content by KVMS Retail Solutions.
- All legal notices or demands to or upon KVMS Retail Solutions shall be made in writing and sent to KVMS Retail Solutions personally, by courier, certified mail, or facsimile to the following entity and address: Hiveloop Technology Private Limited, Khatha No. 458/660/ 641/3/1A, Harlur Main Road, Marathahalli, Sub Zone, Mahadevapura Zone, Ward No. 150, Bangalore, Karnataka- 560103, Attn: Legal Department. The notices shall be effective when they are received by KVMS Retail Solutions in any of the above-mentioned manner.
- All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to KVMS Retail Solutions, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the Platform that is publicly accessible without a charge or through such other mode of communication as KVMS Retail Solutions may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) KVMS Retail Solutions is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon KVMS Retail Solutions posting such notice on an area of the Platform that is accessible by the User or publicly accessible without charge.
- Unless otherwise communicated to you by KVMS Retail Solutions, the Terms (including its sections as may be applicable to the Seller or Buyer) constitute the entire agreement between User and KVMS Retail Solutions and govern the User’s use of the Platform and any of the Services. The Terms shall supersede any prior written or oral agreements that you may have had in relation to the use of the Platform and any of the Services.
- KVMS Retail Solutions and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms. The relationship between you and us is one of independent contractors, and nothing contained in these Terms will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow you to create or assume any obligation on our behalf for any purpose whatsoever.
- If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
- KVMS Retail Solutions’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of KVMS Retail Solutions’s right to act with respect to subsequent or similar breaches.
- KVMS Retail Solutions shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of KVMS Retail Solutions). User may not assign, in whole or part, the Terms to any third party or person.
- The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka, India.
BUYER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
1. You represent, warrant and agree that:
- you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
- you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
- you will use the Platform and Services for business purposes only;
- you will not use or access the Platform for your personal purposes and any Products that you purchase shall be for commercial purposes and not for personal consumption;
the address you provide when registering your account on the Platform is the Buyer place of business of your business entity;
- your business is validly existing and incorporated / established as per the provisions of applicable laws;
- you shall comply with all applicable laws while using and accessing the Platform;
you and Products or services provided by you on the Platform (if any) comply with applicable laws
- you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;
- any User Content that Buyer submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party.
2. Buyer will be required to provide information or material about Buyer’s entity, its business, services or products as part of the registration process on the Platform or your use of any Service or the Buyer account and such information may be required to be furnished by KVMS Retail Solutions from time to time. Buyer represents, warrants and agrees that:
- such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or any Services is true, accurate, current and complete; and
- Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
3. Buyer may be required to promptly furnish additional documents or information as and when requested by KVMS Retail Solutions to continue using and accessing the Platform and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing KVMS Retail Solutions reserves its right to take appropriate measures as set out under Clause 7 (Breaches and Suspension) of the General Terms.
PAYMENTS BY BUYERS
- Upon placing the Order on Platform, Buyer can opt to make payment for the Products purchased by using any of the modes of payment made available by us on the Platform, from time to time. However, it is pertinent to note and is hereby clarified that if the Buyer opts to make payments through any such mode made available by us or any third-party engaged by us for this purpose then we or the third-party engaged by us for the same shall only act in a fiduciary capacity.
- At the time of placing the Order to purchase Products from Seller on Platform, we may in our sole discretion require Buyer to pay a token amount equivalent to a certain percentage of the value of the Product(s) purchased from the Seller (“Token Amount”). Such Token Amount payable by the Buyer shall in no event exceed the transaction amount for an Order. The Token Amount shall be non-interest bearing and shall be held in trust by us. This Token Amount shall be adjusted from payment received from the Buyer against the order delivered. In the event of any cancellation of the Order by the Buyer, once the order has been marked ‘ready to ship’ or is marked as Undelivered Shipment as defined under the Undelivered Shipment Policy by the Seller, we may in our sole discretion either:
- Deduct a ‘Cancellation Penalty Fee’ and refund the remaining Token Amount to the Buyer; or
- forfeit the Token Amount as Cancellation Penalty;
You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Platform. If you continue to transact on the Platform, it shall be deemed that you have agreed and accepted the above terms.
- Buyer acknowledges that it is solely responsible for the transactions / payments made to the Seller for the Products purchased by the Buyer. Buyer acknowledges and agrees that we are acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We do not have any obligation, responsibility or liability to verify any transactions authenticated and/or authorised by the Buyer or its payment instructions.
- We will transmit the payments for the Orders received from the Buyer in the manner as set forth under the settlement process of Seller Terms. You hereby agree to be bound by the applicable provisions of the Seller Terms in this regard and agree not to raise any dispute with respect to the manner of settlement by KVMS Retail Solutions.
- You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Platform.
- Buyer hereby acknowledges and agrees that we shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or Products delivered, technical errors on the Platform. You further acknowledge that we shall not be responsible, in any manner whatsoever, for any loss incurred by you for a failed / incomplete transaction undertaken by you on the Platform.
- In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.
- Buyer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.
- Any refunds shall be subject to the Return Shipments Policy and Undelivered Shipment Policy. Refunds shall be processed in the same manner as they are received. Refund amount will reflect in the Buyer’s bank account based on respective banks policies.
- If you avail service from any third party service provider using the Platform, upon receipt of instruction from such third party service provider, you agree and authorise us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third party service provider within such timelines as mentioned in the settlement process of Seller Terms. You agree and acknowledge that no separate authorisation will be required by us to collect and transfer payment to such third-party service provider.
- We reserve the right to engage the services of third-party service providers to provide the Logistics Services to you. It is hereby clarified that so far as the collection of payments are concerned, such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.
- Upon receipt of order for Logistics Services from you, we shall pick up the Shipment from the location as communicated to us by the Seller and deliver the same to the location as designated by you. You agree that the title and risk in the Shipment shall pass onto you at the time the Shipment is picked up by us.
- Upon receipt of Shipment from the Seller, we will use our best endeavours to deliver the Shipment(s) to the Consignee to the delivery address and designated recipient in the Delivery Note. For the avoidance of doubt, the designated recipient may not be the Buyer. We will not verify the identification of the person receiving the Shipment at the designated delivery address, however, we will obtain the signature of recipient of the Shipment on the Delivery Note. The Buyer hereby authorises us to contact the Buyer, at any given point of time, by way of calls or SMS or any other method of messaging (Example: WhatsApp) for transactional purposes including but not limited to order confirmations and/or delivering the Order(s).
- At the time of placing the Order, if the Buyer chooses the option, pay ‘cash on delivery’, we will collect the amount pertaining to the Order at the time of delivery of the Products to the Consignee. The cash collected against the Order at the time of delivery of the Shipment where cash on delivery option is chosen by the Buyer or where the amount against the Order is pre- paid by the Buyer shall be settled and remitted to the Seller in accordance with the settlement process as set out in the Seller Terms. It is further clarified that if such payments are collected by a third-party service provider, then such third party shall act in a fiduciary capacity solely for the purposes of collection of payment from you.
- Shipment which contain Dangerous Goods or such goods that are expressly prohibited by the railway/airport authority or any other transport agency or government authority or any other law or regulation that may be applicable, shall not be accepted by us for delivery.
- Shipment addressed to a post box number or with incomplete address will not be delivered by us and the same will be rejected by us.
- We reserve our right to weigh and measure the Shipment at our own weighing centers and in the event of any discrepancy, additional charges may be levied on the Shipment. Any decision by us with respect to any inaccuracy in the information or discrepancy in weight shall be final and you hereby authorize us to determine the accurate weight on your behalf.
- We shall not be liable for any loss arising due to confiscation of Shipments by any government agencies due to lack of proper documents or inaccurate information provided to us.
- Consignee(s) are required to behave properly with the pickup and delivery associates of KVMS Retail Solutions. Any misbehaviour, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. KVMS Retail Solutions reserves the right to suspend your use or access to the Platform in its sole discretion if deemed that a Buyer is in violation of this clause.
- Shipments shall be delivered on ‘as is’ basis and unless agreed otherwise, we are under no obligation to inspect the contents of the Shipment. However, we may, in our sole discretion, at any time and without notice to you, inspect the contents of Shipment to ensure compliance to these Terms.
- We do not provide any open box delivery for any of the Shipments.
- Every effort will be made to adhere to the delivery schedule, however, the Shipment may be delayed due to circumstances beyond our reasonable control or due to any force majeure event.
- If the performance of our obligations, in our reasonable opinion is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage whatsoever and which cannot be avoided by our reasonable endeavours, we may, on giving notice in writing to you or without notice where it is not reasonably possible to give such notice, place the Shipment or any part of them at any place which we may deem safe and convenient. We may in our sole discretion charge additional costs of carriage to, and delivery and keep at, such place and all other expenses incurred by us in this regard and such additional costs will be as displayed on the Platform.
- If you avail shipping and delivery services directly from the Seller, you agree that such provision of service shall be governed by way of a separate arrangement between you and the Seller. You agree not to hold us liable in any manner whatsoever for any deficiency in provision of such shipping and delivery services by the Seller and we disclaim all liabilities in this regard.
FEES AND CHARGES
- We will charge the Buyer for providing Logistics Services and unless otherwise stated, all such charges shall be exclusive of Goods and Service Tax. The charges payable for availing the Logistics Services will be displayed in the Rate Card section of the Platform and the same may be modified or amended, from time to time, solely in our discretion without any notice thereof. It shall be Buyer’s duty to routinely check on such charges. In the event the Buyer continues to avail the Logistics Services from us, it shall be deemed that the Buyer agrees to such change in charges.
- Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Buyer will be liable to pay the same.
- The charges shall be subject to applicable taxes, as per prevailing applicable laws. Buyer shall deduct income tax as applicable against the amounts payable to KVMS Retail Solutions if required by applicable law, except to the extent where KVMS Retail Solutions submits a nil/reduced withholding certificate. Buyer shall remit the withholding taxes to the relevant tax authorities and enable KVMS Retail Solutions to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
- For any additional services availed by the Buyer from KVMS Retail Solutions, KVMS Retail Solutions will charge additional charges for any such additional services. KVMS Retail Solutions may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer. KVMS Retail Solutions reserves its right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to KVMS Retail Solutions
LIMITATION OF LIABILITY AND INDEMNITY
CUSTOMER ACQUISITION PROGRAM
KVMS Retail Solutions is running a customer acquisition program for Buyers to service KVMS Retail Solutions’s customers in locations where KVMS Retail Solutions is unserviceable for certain additional benefits (“Customer Acquisition Program”). All Buyers who are interested in to be a part of this Customer Acquisition Program should contact its respective field executives. The selection of Buyers for the Customer Acquisition Program shall be basis the qualification to the terms and conditions introduced by KVMS Retail Solutions in this regard from time to time.
For the purposes of this Section, the following capitalised terms shall have the following meaning:
- “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage vermin or other pests.
- “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
- “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform.
- “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by KVMS Retail Solutions from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.
- “Product(s)” shall mean goods of any categories (other than Dangerous Goods).
- “Sales and Distribution Support Services” or “S&D Services” shall mean to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by KVMS Retail Solutions to support supply chain.
- “Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller.
- “Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.
- “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.
- “Standard Warehousing Services” shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to Buyer; (d) performing the administrative task of printing invoices for the Seller; (d) other ancillary services as may be mutually agreed between KVMS Retail Solutions and the Seller; and/or (e) special access to fulfil Orders from own source.
- you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;
- you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;
- you shall use the Platform and Services for business purposes only;
- you will not use or access the Platform for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption;
- the address you provide when registering your account on the Platform is the Seller place of business of your business entity;
- your business is validly existing and incorporated / established as per the provisions of applicable laws;
- you shall comply with all applicable laws while using and accessing the Platform;
- you and Products or services provided by you on the Platform (if any) comply with applicable laws;
- you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;
- any User Content that Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);
- you have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights;
- the description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable;
- all information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate;
- the Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked;
- the Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting;
- the Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.
- Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Platform or your use of any Service or the Seller account. Seller represents, warrants and agrees that:
- such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and
- Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
- Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing KVMS Retail Solutions reserves its right to take appropriate measures as set out under Clause 7 of the General Terms.
- Seller shall comply with the packaging guidelines as communicated to the Seller by KVMS Retail Solutions from time to time. The said packaging guidelines can be accessed here.
- For delivery of Shipments, Seller hereby authorizes us to carry out the administrative task of printing Delivery Note containing information with respect to Shipment on its behalf. The Seller agrees to be solely responsible for any discrepancy or error in the details mentioned on such Delivery Note and agrees to indemnify us against any such losses or claims.
- Seller shall ensure that the Consignment does not contain any letter of communication which will infringe the Indian Postal Act, 1983 or any other applicable laws. We accept Consignment in good faith that the Consignment do not contain anything which will infringe or be in violation of any applicable laws.
- If more than one Consignment is booked to the same Buyer, Seller must ensure that the full address of the Buyer is written on all the Consignments.
- Seller shall not enclose cash, digital currency, high value gift articles, share certificates, travel documents, Dangerous Goods, explosives, firearms, cattle, or any other product that is prohibited by applicable laws, in the Shipment. If Dangerous Goods or any goods that are prohibited by applicable laws are found in the Shipment which constitute a risk to other goods, property, life or health, such Shipment may without notice be destroyed or otherwise dealt with at our sole discretion and at your risk and expense. In this regard, you shall, at all times, fully indemnify us and hold us harmless against all penalties, claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever arising in connection with any such Products.
- Seller shall be solely responsible to declare the accurate value of the Consignment.
- Seller shall ensure that all the Consignments are provided to us before the specified cut-off-time specified by us for on time delivery with all the proper documents (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Products contained in Shipments and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliances.
- Seller shall be solely responsible to ensure that the Consignment is handed over to us within the time slots allotted to Seller by us. If
- Seller does not handover the Shipment within the time slot allotted, then Seller shall be charged extra for second attempt being made by us to take the Shipment. Such charges will be as displayed on the Platform.
- Sellers are required to behave professionally with the pickup and delivery associates of KVMS Retail Solutions. Any misbehavior, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. KVMS Retail Solutions reserves the right to remove selling privileges in its sole discretion if deemed that a Seller is in violation of this clause.
- Seller hereby expressly authorise us and/ or our third party service providers to undertake insurances for safe keeping of Products in the warehouses and during transit of Products, as the case may be, and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including transit). Seller shall have no objection to the payment of claims to us and/or our third party service providers in the event of a loss.
- Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. In the event any penalty is levied by any governmental or regulatory authority on us due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoices with the Consignments etc., Seller agrees to indemnify us, in this regard for all costs, losses, liabilities, penalties or expenses that we may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.
- In addition to these Terms, the Seller agrees to be bound by the terms of the Undelivered Shipment Policy and Return Shipments Policy, as may be amended from time to time, in case of any undelivered Shipment and return of Shipment respectively.
- issue a warning letter to the Seller;
- for any non-compliance from your side and/or any loss incurred by us in relation to non-inclusion of hard copy of invoice in the shipment, an amount which is the higher of (a) INR 1000/- (Rupees One Thousand only), or (b) an amount equal to the total invoice value of the audited Shipment , or (c) any other amount as specified under applicable law, shall be levied on the Seller for every such non-compliance;
- for any non-compliance other than as specified in Clause 3(ii)(b) above, an amount which is the higher of (a) 2 (two) times the value of the Product for which the non-compliance is being identified, or (b) an amount equivalent to the total invoice value, shall be levied on the Seller for every such non-compliance;
- deactivate or suspend a Seller’s account on the Platform, with or without giving any notice to the Seller; and/or
- such other action which we may deem fit in our sole discretion
FEES AND CHARGES FOR S&D SERVICES
- In consideration of the S&D Services provided by KVMS Retail Solutions to the Seller, the Seller will be required to pay a fee (referred to as “Sales and Distribution Support Services Fee” or “S&D Fee”) to KVMS Retail Solutions. It is hereby clarified that the S&D Fee shall be calculated on the total invoice value of the Order.
- The applicable Sales and Distribution Support Services Fee shall be as communicated by KVMS Retail Solutions to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by KVMS Retail Solutions in its sole discretion. It shall be the Seller’s responsibility to routinely check on such Sales and Distribution Support Services Fee. In the event you continue to use the Platform, it shall be deemed that you have agreed to such change in the Sales and Distribution Support Services Fee.
- KVMS Retail Solutions shall issue the invoice for Sales and Distribution Support Services Fee on the Seller, and the Seller shall make payment of the same to KVMS Retail Solutions. Seller agrees that the Seller alone shall be responsible for ensuring that Sales and Distribution Support Services Fee is paid to KVMS Retail Solutions. Seller authorizes KVMS Retail Solutions to adjust and set off such Sales and Distribution Support Services Fee from the amount collected or received by KVMS Retail Solutions from the Buyer in accordance with the settlement process set out under the Payment and Settlement Services.
- The Sales and Distribution Support Services Fee shall be subject to applicable taxes, as per prevailing applicable laws. Seller shall deduct income tax as applicable against the amounts payable to KVMS Retail Solutions if required by applicable law, except to the extent where KVMS Retail Solutions submits a nil/reduced withholding certificate. Seller shall remit the withholding taxes to the relevant tax authorities and enable KVMS Retail Solutions to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law.
- KVMS Retail Solutions will charge additional charges from the Seller for providing any additional services or services that are not covered under the S&D Services. KVMS Retail Solutions shall be entitled to recover/ deduct such additional charges from the amount collected or received by KVMS Retail Solutions from the Buyer and Seller hereby authorises KVMS Retail Solutions to adjust the charges from the receivable that are due and payable to Seller by KVMS Retail Solutions. Such settlement will be done as per the settlement clause set forth under the Payment and Settlement Services. If required by KVMS Retail Solutions, KVMS Retail Solutions may enter into a separate arrangement with the Seller to provide such additional services to the Seller.
- KVMS Retail Solutions reserves its right to levy penalty or late payment charges in case of delay by the Seller in clearing any dues payable to KVMS Retail Solutions and/or charge cancellation charges for any cancellation of Orders by Seller. Seller authorises KVMS Retail Solutions to adjust / deduct such penalty amount, late payment charges or cancellation charges from the receivables that are due and payable by KVMS Retail Solutions to Seller. Such settlement will be done in accordance with the settlement process set out in the Payment and Settlement Services herein.
- You are allowed to list Products(s) for sale on the Platform subject to your compliance with these Seller Terms. You must be legally able to sell the Products(s) you list for sale on the Platform.
- You must ensure that the listed product(s) do not infringe upon the intellectual property, trade secret or other proprietary rights or rights of publicity or privacy rights of third parties. Listings may only include text descriptions, graphics and pictures that describe your product for sale.
- All listed product(s) must be listed in an appropriate category on the Platform. All listed Products must be kept in stock for successful fulfilment of sales. You agree to adhere to the listing guidelines that may be communicated to you by KVMS Retail Solutions, from time to time.
- The listing description of the product must not be misleading and must describe actual details and condition of the product. If the product description does not match the actual condition of the product, you agree to refund any amounts that you may have received from the Buyer.
- You represent, warrant and agree that you will avail the Services of the Platform only for the business and commercial purposes and will not use the Platform for availing and products/services for personal use or consumption. The Products offered or sold by you to the Buyer through the Platform shall only be used by the Buyer for resale or commercial purpose and shall not be for the purposes of personal use or consumption by the Buyer.
- Upon receipt of request from the Seller, KVMS Retail Solutions may provide Standard Warehousing Services. KVMS Retail Solutions may, at its discretion, sub-contract all or part of these Standard Warehousing Serfvices, and/ or shall have the right to use or engage the services of any third party services provider(s), sub-contractor(s) or agent(s) on such terms as KVMS Retail Solutions may deem appropriate, however, KVMS Retail Solutions shall remain liable to the Seller for the performance of its obligations to provide Standard Warehousing Services under these Terms.
- KVMS Retail Solutions shall take all commercially reasonable security precautions to protect the Products against loss by theft, or any other damage. Seller hereby expressly authorizes KVMS Retail Solutions and/ or its third-party service providers to undertake insurances for safe keeping of Products in the warehouse and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including in transit). The Seller agrees that it shall have no objection to the payment of claims by the relevant insurance company to KVMS Retail Solutions and/or its third-party service providers in the event of a loss.
- KVMS Retail Solutions shall not be responsible for the Products that are found to be damaged and/ or not in compliance with the packaging guidelines and instructions communicated by KVMS Retail Solutions from time to time, at the time of handing over or delivery to the warehouse(s) location, as the case may be. KVMS Retail Solutions reserves its right to reject acceptance of such damaged Products and return the Products within such time and in the manner as per its warehouse Return Shipments Policy.
- Upon receipt of Orders by the Seller and for onward delivery of Products to the Buyers, Seller hereby authorizes KVMS Retail Solutions to perform the administrative task of printing invoices and Delivery Note containing information with respect to Products. Seller undertakes and acknowledges that KVMS Retail Solutions shall not assume any responsibility or liability with respect to any non-compliance of applicable laws in respect of the invoices or Waybills or other administrative tasks that are performed by KVMS Retail Solutions on behalf of the Seller, except for any non-compliance arising from gross negligence or willful misconduct of KVMS Retail Solutions. Seller agrees to indemnify KVMS Retail Solutions in this regard.
Seller understands and undertakes that the Standard Warehousing Services and any onward delivery of Products to the Buyer(s) shall be on ‘as is’ basis i.e., as received from the Seller and in accordance with the Terms.
- Seller further understands and acknowledges that KVMS Retail Solutions may provide tertiary packaging to the already packed Products that are kept in the warehouse(s) such that the Products can withstand normal handling and transportation for safe delivery of the Products to the Buyer(s). Notwithstanding anything contained herein, Seller shall remain solely liable for the Products that are stored in the warehouse by the Seller.
- Seller shall be solely responsible to procure and maintain requisite licenses, registrations, and permits under applicable laws to be entitled to store the Products at the warehouses. In case of any seizure of Products by any governmental authority due to any non-compliance of applicable law or failure to procure requisite licenses, registrations, or permits, Seller agrees to fully indemnify KVMS Retail Solutions in this regard.
- In addition to the representations and warranties of the Seller elsewhere in the Terms, the Seller represents and warrants that:
- Seller has valid title and legal possession of the Products stored or intended to be stored in the warehouse(s) and that the Seller has the legal right and authorization to sell such Products to the Buyer(s).
- it shall not handover any Products to KVMS Retail Solutions that are hazardous, inflammable, toxic or prohibited or banned from sale or Products that are illegal in nature or Products that have been illegally procured by the Seller.
- all information provided by the Seller or person acting on behalf of the Seller relating to the Products is complete and accurate;
- the Products are properly and sufficiently prepared, packed, stowed, labelled, and/or marked as per the guidelines and instructions communicated by KVMS Retail Solutions, from time to time;
- the Products are packed in a manner adequate to withstand normal handling, storing in the warehouse and/ or storing while transporting to the Buyer(s),
- the Products are in compliance with all laws, regulations, and requirements, as may be applicable; and
- the Products meet all the labelling and packaging guidelines as prescribed by applicable laws.
- Seller shall be solely responsible to complete all documentation and pay any duties and taxes (if applicable) under applicable laws. Seller further authorises KVMS Retail Solutions, if required and necessary, to pay any duties and taxes (if applicable) on behalf of the Seller required under applicable laws, to the extent such actions are necessary to enable KVMS Retail Solutions to provide Standard Warehousing Services. KVMS Retail Solutions shall be entitled to charge, and Seller shall be liable to reimburse and indemnifyKVMS Retail Solutions for, any such costs, duties and taxes incurred on the Seller’s behalf.
- Subject to clause (j) below, Seller agrees that all Products in the warehouse(s) will remain the property of Seller until they are delivered by KVMS Retail Solutions to the Buyer(s) or handed over to the carrier of the Buyer(s). KVMS Retail Solutions may in its sole and absolute discretion, allow the Seller to visit the warehouse(s) to ensure that the Seller’s Products are stored in a proper manner.
- We shall have a general and particular lien on the Products that are stored in the warehouses by the Seller and all documents relating thereto in an event of the default by you in the payment of sums of whatever nature due and payable by you to us including, without limitation, charge for attending, co-operating, reporting, fumigating, devanning, restoring, storing or reconditioning and/or all expenses incurred for the benefit or protection of the Products, and also for any payments, duties, fines or other expenses including but not limited to interest and legal costs and expenses, due at any time to us from you. If any amount due and payable by you to us is not paid, upon the giving of fifteen (15) calendar days prior written notice, we may, at our absolute discretion and without notice, suspend or cease providing all or any part of these Standard Warehousing Services without any liability whatsoever to you or any third party and, at our absolute discretion, may proceed to sell the Products in any manner we may deem fit. Our rights are reserved for any shortfall subsequent to the disposal of such Products.
- KVMS Retail Solutions reserves the right to inspect the Products and any warehouse(s) in which the Products are stored or located to ensure the Seller’s compliance with these terms. Seller agrees that KVMS Retail Solutions shall have the right but no obligation to inspect the Products stored at the warehouse(s) and will not be liable for the content, quality or any discrepancy in the Products supplied or stored by the Seller.
- Seller undertakes to indemnify all losses, penalties, damages, fines of any nature that is caused to KVMS Retail Solutions due to breach of covenants of these Terms or due to any misconduct or negligence on the part of Seller.
- Seller agrees that KVMS Retail Solutions shall have the right to provide information to regulatory authorities with respect to Products stored at warehouse(s) and / or any other information that may be asked or requested by regulatory authorities from the KVMS Retail Solutions and other third parties to whom the disclosures are required to be made as may be required on need be basis.
- Seller acknowledges and understands that in the event of any Reverse Shipment (as defined under the Return Shipments Policy), such Shipments/ Products will be dealt with in the following manner: