This document is an electronic record in terms of Information Technology Act, 2000 and rules made 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 and the same has been incorporated by reference in the Vendor Agreement (defined below).
These Terms & Conditions (“Terms”) form part of the Vendor Agreement (“Vendor Agreement”) entered into between the Sutraa Exhibition llp, a e- commerce operator incorporated under the Companies Act, 1956 having its registered office at 23c, Ground floor, Prince Bakhtiar Shah Road, Kolkata, 700030, India (“E COMMERCE OPERATOR”) and you, the Vendor (“Vendor”). The Terms are incorporated in the Vendor Agreement by way of reference and constitutes part of the binding Vendor Agreement executed between the e commerce operator and the Vendor.
1) Background:
The domain www.houseofsutraa.com(hereinafter referred to as “Portal/Website”) is owned by the e commerce operator Q(Sutraa exhibition llp) and operates as an online e-commerce marketplace for the display, advertizing and sale of lifestyle products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the Customers / users of the Portal on behalf of the vendors (as the vendor’s service provider). The e commerce operator shall act as Vendor’s service provider for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”)
2. Products:
I. The Vendor shall offer its Products to the e commerce operator for the purpose of sale by the Vendor on the Portal. Based on market analysis conducted by the e – commerce operator, the e – commerce operatormay make recommendations to the Vendor from time to time on the specific Products and the quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by the Vendor through the Portal. The Vendor shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations. Notwithstanding the foregoing, the e commerce operator has the right to refuse to display, or withdraw from the Portal, any Product for sale on thePortal if does not comply with the product quality standards.
II. The Vendor shall exclusively offer for display, advertising and sale certain Products, as specifically agreed in the Vendor Agreement, through the Portal only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any other entity to provide any services similar to the Services without first obtaining the prior written approval of the e – commerce operator.
III. The Products offered for sale by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has furnished a no objection certificate from the owner/manufacturer of the Products in the format provided by the e commerce operator and annexed to the VendorAgreement.
3. Services to be provided by the E – Commerce Operator –
As part and parcel of the Services, the e commerce operator shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
a. Facilitation of Sale of Products through thePortal:
i. The Vendor authorizes the e commerce operator to, on behalf of the Vendor, provide toCustomers / users of the Portal:
a) Information and assistance in relation to the listed Products and sales thereof,
b) Information in relation to status of the order placed by Customers, and
c) Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints andgrievances.
ii.The Vendor agrees and undertakes to fully co-operate with the e commerce operator as reasonably required, in connection with any customer-service functions undertaken by the e commerce operator. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case maybe.
iii.The Vendor authorizes the e commerce operator toplace;
a. a description of the Vendor (including but not limited to description of Suppliers, where so directed by the Vendor)and
b. description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on thePortal.
c. Vendor rating based on vendor performance and customerreviews.
iv. The Vendor authorizes the e – commerce operator to offer certain discounts during the year (other than EOSS) wherein the discount % and sharing ratio shall be decided mutually between the Vendor and the e – commerce operator from time totime.
b. Advertising
i. The e commerce operator shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the VendorAgreement.
ii. The costs of such advertisement shall be borne by the Vendor as mutually agreed between the e commerce operator and the Vendor as per terms of the VendorAgreement.
iii. The e commerce operator shall inform the Vendor of the date(s) that have been assigned for the shoot of the Products in relation to display of the Products on the Portal and the advertisements. It shall be the obligation of the Vendor to provide samples of the Product selected for display on the Portal at least 10 (ten) calendar days in advance of the day forshoot with respect to the module selected and number of products agreed with the e commerce operator
iv .The respective Vendor or designer cannot use the images of the photoshoot done by House Of Sutraa for any other Organistaion’s advertisement part before taking prior written approval from House of Sutraa.
c. Quality and QuantityAssurance:
i. Prior to the advertising of a Product on the Website, the e commerce operator shall carry out a quality assessment of the samples provided by the Vendor for the shoot based on the relevant quality parameters prescribed by the Vendor (“QualityParameters”).
ii. Where sample Products do not satisfy the Quality Parameters, the e commerce operator shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the e commerce operator out of such replaced, repaired or improved or upgraded Products and the process of assessing the quality thereof shall be carried outagain.
iii. Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the QualityParameters.
iv. Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, within 2 (two) business days, ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above) for servicing customer orders, and provide the stock summary to be uploaded on the site (“Stock Statement”).
v. Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, from such Product(s) or stated quantities thereof becoming unavailable, update the inventory onsite.
vi. In case, the Product is being shot by the e commerce operator and thereafter, the Vendor is unable to make the Product available for display and delivery through the Portal for at-least a period of 30 (thirty) days, the Vendor shall be liable to pay INR 500 as photography cost perProduct.
vii. The Vendor shall be solely responsible for any defect/shortcoming in quality and quantity of the product sold at the platform and shall take all steps to rectify defect/shortcoming.
viii. The e commerce operator does not take any responsibility about the quality, utility and usage of the products being sold.
ix. In case of Made to Order Product the vendor is liable to provide the exact date of delivery with adding 5 working days to delivery or 5 days prior to date of delivery of made to order.
d. Ordering, Packaging andDelivery:
i. The Portal will enable Customers to place orders for the Product(s) they wish to purchase on theWebsite.
ii. Upon receiving the confirmation of the order by the Customer, the e commerce operator will update the details of the confirmation of the order on the internal portal which the e commerce operator shall maintain for theVendor.
iii. The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the e commerce operator shall be entitled to, and be deemed to have been authorized by the Vendor, to collect directly or through its nominees or third party service providers, the relevant Product(s) from the Vendor for the purposes of delivering to the Customer on behalf the Vendor, within 24 hours of the confirmed order being received on the Portal. The Vendor will use packing material mutually agreed with the e commerce operator to package the Product and keep it ready for collection. The materials and collaterals to be used for outermost package layer shall be provided by the e commerce operator.
iv. The Vendor shall ensure to provide all relevant authorisations in favour of the e commerce operator to facilitate aforesaid collection of the relevant Products from theVendor.
v. Before arranging the delivery of the relevant Products to the Customer on behalf of the Vendor as a service provider, the e commerce operator may verify, on behalf of the Vendor as a service provider, the consignment against the confirmed order placed by the relevant Customer, and such other Quality Parameters as may be reasonably required or specificallyinstructed.
vi. For the avoidance of doubt, it is hereby clarified and the Parties agree that by carrying out the quality assessment exercise on behalf of the Vendor of the Products envisaged as above, the e commerce operator is not assuming any liability or responsibility for such exercise or arising in connectiontherewith.
vii. The e commerce operator shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of anyProduct.
viii. Delivery charges payable to Courier/delivery boy shall be re-imbursed by the Vendor to the e commerce operator on fortnightly basis and the same may be deducted from the sale value collected by e commerce operator along with its commission.
e. Invoicing and Collection andPayments:
I. The Vendor will generate, print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the e commerce operator. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the e commerce operator’s policy from time to time. The Vendor agrees to book the same in their books against which the e commerce operator will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to theVendor.
ii. It is agreed that the Vendors who have opted to bear the freight charges under the Vendor Agreement will be liable to pay the followingcharges:
iii. The e commerce operator shall collect the payments from the Customers on behalf of the Vendor as its serviceprovider.
4. PaymentTerms
i. The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time totime.
ii. The e commerce operator shall generate and provide to the Vendor fortnightly reports of the Products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the Customer as per the R&R Policy (as defined below)(“Reports”).
iii. It is hereby clarified that e commerce operator shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the e commerce operator.
iv. The payment of sale proceeds of the Products by the e commerce operator to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a “relevant fortnight”), the e commerce operator shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from
v. (i) E commerce operatorcommission on the Products sold and delivered to the Customers as agreed in the Vendor Agreement (“COMMISSION”); (ii) any other costs incurred by the e commerce operator in relation to provision of other Services, as agreed under the Vendor Agreement (includingwithoutlimitationtheshippingcharges,CODcharges,advertisementcostsetc.);(iii) any adjustments for any RTO and returns received from the Customers within 30 days from the date of delivery of Products to a Customer; and (iv) all other amounts due and payable by the Vendor to the e commerce operator on accordance with these Terms & Conditions and/or the Vendor Agreement.
vi. The Commission retained by the e commerce operator shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the e commerce operator shall reimburse the TDS amount so deductible on the commission to the Vendor (if and as agreed in the Vendor Agreement). The Vendor shall issue a TDS certificate to that effect to the e commerce operator within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to pay/reimburse to the e commerce operator such TDS amount. The aforesaid amounts shall be adjusted in the ensuring fortnightly payment by the e commerce operator to theVendor.
5.Return &Refund
a) The e commerce operator has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through thePortal.
b) The Vendor has been provided a copy of the R&R Policy or has been given access to the R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to theVendor.
c) The e commerce operator shall prominently display the R&R Policy on the Portal so that the Customers are aware of the R&RPolicy.
d) Return time period will be 15 days and no return will be accepted on made to order products.
e) If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the e commerce operator shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the e commerce operator to the Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the e commerce operator to the Vendor up to a period of 3 (three) months from the date of delivery of Products to theCustomer.
6. License to Make Use of IntellectualProperty
a) The Vendor hereby grants to the e commerce operator for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the e commerce operator as contemplatedhereunder.
b) In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the e commerce operator , prior to the display / advertising of such Products on the Portal. A ‘no objection certificate’ in this regard shall also be procured by the Vendor from the Supplier in the format annexed to the Vendor Agreement and the same shall be submitted with the e commerce operator prior to display of such Products on the Portal. In the event the e commerce operator receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the e commerce operator shall forward such claim to the Vendor and the Vendor shall be liable to defend such claims and keep the e commerce operator harmless and indemnified against the same. The e commerce operator may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the e commerce operator and the Vendor shall have no objection to the same. The e commerce operator may further take any other appropriate legal action against the Vendor, as it may deem fit, in thisregard.
c) It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favor of the e commerce operator except the limited license to use the Intellectual Property for the purposes of providing the Services by the e commerce operator.
d) The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of theProducts.
7. Obligations of theVendor
The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and after- sales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the e commerce operator fully indemnified in this regard.
8.Obligation of the e commerce operator
a.E commerce Operator shall take reasonable steps to specify for Customer awareness on the Portal, the warranty period and terms of such warranty as communicated to it by the Vendor in relation to the Products displayed on thePortal.
b.The E commerce operator shall maintain the proper and valid registration of its domain name in relation tothe Website during the Term at its owncosts.
9. Title and Risk in relation to theProducts
a) No risk or title to the Products shall pass to the e commerce operator at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by theCustomer.
b) Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and liability of making rights is on vendor / supplier, this provision shall survive the termination of the Vendor Agreement together with these Terms &Conditions.
10.Confidentiality
The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of (i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and (ii) disclosures required bylaw.
11. Termination
i.These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms hereof(“Term”).
ii. The Vendor Agreement may be terminated by either Party in accordance with thefollowing:
a) Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non- breaching Party, the non-breaching Party shall be free to terminate the Vendor Agreementforthwith;
b) Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Vendor Agreement forthwith.
c) Either Party may terminate the Vendor Agreement upon one month’s prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (c) such Party commences any proceeding for relief from its creditors in any court under any insolvencystatutes.
d) The E commerce operator may (a) forthwith terminate the Vendor Agreement where the e commerce operator reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the e commerce operator and / or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) month’s notice in writing to theVendor.
iii.Consequences of Expiry/Termination: Upon termination of the VendorAgreement:
The E commerce operator shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
a. All orders in relation to the Products of the Vendor that have been received prior to the termination of the Vendor Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of termination hereof, shall be honoured and completed, notwithstanding any termination hereof, in accordance with the terms of these Terms & Conditions and the R&R Policy; and the Vendor agrees and undertakes to co-operate with the e commerce operator for thesame.
b. The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the e commerce operator under the Vendor Agreement, including any amount refunded by the e commerce operator to the Customer after the termination, which shall be paid by the Vendor to the e commerce operator immediately upon receipt of any demand from the e commerce operator in thisregard.
c. The e commerce operator shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the Vendor in accordance with the terms of this Agreement.
d. The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not beaffected.
e. Within forty five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the e commerce operator a “no due certificate”, to the satisfaction of the e commerce operator.
12. Intellectual PropertyRights
a. The e commerce operator shall own all rights in any intellectual property created by the e commerce operator under these Terms & Conditions, including material, designs, graphics created and / or developed by the e commerce operator.
b. Subject to the provision of contained herein, the e commerce operator owns and shalexclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
13.Representation and Warranties of theVendor
a. The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplatedhereunder.
b. The Vendor has procured all necessary registrations/permits as required under applicable laws for sale of Products through the Portal (including without limitation registration under GST applicable laws of relevant states) . The Vendor further represents that the Vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the e commerce operator shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor hereby agrees to keep the e commerce operator harmless and indemnified in this regard. The indemnity obligations of the Vendor contained herein shall survive the termination of the Vendor Agreement together with these Terms &Conditions.
c. The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the VendorAgreement
d. All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the e commerce operator and displayed on the Portal. The Products are genuine, new and are not counterfeitproducts.
e. The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the e commerce operator.
f. The Vendor agrees to add link of Houseofsutraa.com with text “Find us on HouseofSutraa.com” on their website/blog.
g. Further, as per Information Technology (Intermediaries Guidelines) Rules, 2011, the Vendor agrees and undertakes that it shall not provide photographs/images of Products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the Productthat:
i. is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any mannerwhatever;
ii. harm minors in anyway;
iii. infringes any patent, trademark, copyright or other proprietaryrights;
iv. violates any law for the time being inforce;
v. deceives or misleads the addressee about the origin of suchmessages;
vi. communicates any information which is grossly offensive or menacing innature;
vii. impersonate anotherperson;
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the e commerce operator’s Website or Portal;or
ix. 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 cognisable offence or prevents investigation of any offence or is insulting any othernation
14.Indemnity
Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party and the other Party’s officers, directors, employees and agents ( collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with the Terms & Conditions (including, withoutlimitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any suchclaims.
15.Limitation ofLiability
In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. E commerce operator’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by the E commerce operator in the preceding 6 months under the Vendor Agreement.
16. Penalty
In the event of non-adherence of these Terms & Conditions by the Vendors resulting into the occurrence of either of the following instances shall attract a penalty of INR 500 (Rupees Five Hundred Only) per instance:
• inability to meet the orders, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be perorder;
• Returns due to bad/defectiveproduct;
• Returns due to wrong size of the products shipped by theVendor;
• Returns due to delivery of wrongproducts
17. General Clauses
a) The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the e commerce operator is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of theVendor.
b) These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matterhereof.
c) These Terms & Conditions are applicable for all Vendors and may be modified by the e commerce operator from time to time without prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the e commerce operator.
d) The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the e commerce operator.
e) The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
f) If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions containedherein
g) Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiverthereof.
h) Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms &Conditions.
18. ElectronicExecution
These Terms & Conditions are being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed at Kolkata.
19. Governing Law andJurisdiction
These Terms and Conditions together with the Vendor Agreement shall be read and construed in accordance with the laws of India. All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of courts at Kolkata, India.
20. Pricing of product
1. The vendor has to price the product including gst and also maintain the standard sizing.
