Marketplace Draft
Marketplace Draft
This Facilitation Agreement (hereinafter referred to as the “Agreement”) is made on …………… 2022 by and between:
Green Agrevolution Private Limited, a Company incorporated under the provisions of the Indian Companies Act, 1956 and continuing to
exist under Companies Act, 2013 and having its corporate office at: 901, 9th Floor, BPTP Park Centra, Sector 30, Silokhera-II, Gurugram,
Haryana India- 122001 and having its registered office at: MIG-33, Lohiya Nagar, Kankarabagh, Patna, Bihar, India-800020 (hereinafter
referred to as the “VENDOR” which expression shall unless repugnant to the context and meaning thereof, include its successors and
permitted assigns) of the First Part.
AND
M/s KISAN E-STORE PVT. LIMITED., a Private Limited Company registered under the Companies Act and having its Registered Office
at GF2, Vir Avenue, Opp. Patel Wadi, Manjalpur, Vadodara-390011, (Gujarat State) represented by its Director and Authorised Signatory
Mr. Gaurang Patel (hereinafter will be referred to as Company which include its successors, administrators, executors, assignees etc.) of the
Other Part;
(The Vendor and the Company shall hereinafter be individually referred to as “Party” and collectively as the “Parties”, as the context may
require.)
WHEREAS
1. The Vendor is engaged inter alia in the business of marketing, distribution and sale of Products, more specifically set out in Schedule I
hereto ("Products”) through various channels;
2. The Company is engaged in the business of facilitating digital platforms for Vendors for a and owns all rights and interest in, or has
the license to use and manages the website …………………………….. (“Website”) which is inter alia used as a marketplace platform for
the sale of the Products by various eligible vendors, distributors, etc;
3. The Vendor has represented and assured to the Company that it has requisite resources and approvals in place for carrying on the busi-
ness activities.
4. The Vendor has represented and assured to the Company that it has all the necessary licenses/ permissions/ registrations/approvals for
running its business and for sale of the products on website as specified in Schedule I hereto.
5. The Vendor has represented and assured that the products sold through the Website are free from any defects/ liens/ mortgages/ claims
and Vendor has absolute ownership over the products. The Vendor has further represented and assured that title and risk of the products lies
with the Vendor only and incase of any dispute, Vendor undertakes to hold the Company harmless of any claims, actions and damages and
indemnify the Company in respect of the same.
6. Based upon the representation and assurances from the Vendor, the Company is entering into an agreement for the purpose of facilita -
tion of orders by the Company generated through the Website on the terms and conditions as mentioned herein below.
NOW THEREFORE, in consideration of the mutual promises and other consideration, the sufficiency of which is acknowledged, THE
PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires:
“Business Day” means a day (excluding Sundays) on which banks generally are open in New Delhi, India for the transaction of normal
banking business.
“Confidential Information” means and includes any and all information which is confidential to a Party including (i) any business
information, (ii) any samples, formulations, specifications, data relating to manufacturing and quality control processes and procedures, (iii)
advertising and marketing plans or marketing information, data and/or material (iv) any past, current or proposed development projects or
plans for future development work, (v) any technical, marketing, financial and commercial information, (vi) the commercial and business
affairs of a Party, (vi) all End Customer related information including any rates and discounts;
“Defect” shall mean a defect in the Product(s) which is caused in the course of manufacturing/ designing or developing the Products.
“Effective Date” shall mean ………………….., 2023.
“End Customer” shall mean the end customer who has placed an order for the Products through the Website and is willing to purchase the
Products from the Vendor.
“Force Majeure Event” shall have the meaning as set out in Clause 13.1 hereof.
“Fulfillment Centre” shall mean a building / warehouse, identified by the Company to the Vendor, at the Company’s discretion, where the
Vendor may place a limited quantity of the Products until the Products are sold and dispatched to the End Customers.
“Indemnified Party” shall have the meaning as set out in Clause 10.1 hereof.
“Indemnifying Party” shall have the meaning as set out in Clause 10.1 hereof.
“Intellectual Property” includes ideas, concepts, creations, discoveries, domain names, inventions, improvements, know how, trade or
business secrets; patents, copyright (including all copyright in any designs and any moral rights), trademarks, service marks, designs, utility
models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings,
books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, and other
confidential and proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals,
records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any
written or verbal instructions or comments.
“Intellectual Property Rights” means and includes (i) all rights, title and interest under any statute or under common law including in any
Intellectual Property or any similar rights, anywhere in the world, whether negotiable or not and whether registered or not, (ii) any licenses,
permissions and grants in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in any part of the
world; and (iv) all extensions and renewals thereto.
“Law” means any applicable law, rule, regulation, ordinance, order, treaty, judgment, notification, decree, bye-law, governmental approval,
directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any
interpretation, policy or administration, having the force of law and shall include any of the foregoing, injunction, permit or decision of any
central, state or local, municipal government, authority, agency, court having jurisdiction over the matter in question, whether in effect as of
the date of this Agreement or thereafter, in any jurisdiction.
“Term” shall mean the term of the Agreement commencing from the Effective Date until the Agreement is terminated in accordance with the
terms of this Agreement.
“Website” shall mean ……………………………….., any variations thereof or any other websites intimated by the Company to the Vendor.
1.2.1 Words importing persons or parties shall include natural person, entity, firm, organisation, operation, Company, voluntary association,
partnership, joint venture, trust, limited organisation, unlimited organisation or any organization having legal capacity;
1.2.2 Words importing the singular shall include the plural and vice versa, where the context so requires;
1.2.3 References to any Law shall include such Law as from time to time enacted, amended, supplemented or re-enacted;
1.2.4 Reference to one gender shall include a reference to the other genders;
1.2.5 References to the words “include” or “including” shall be construed without limitation;
1.2.6 References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agree -
ment, such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated
in accordance with the terms of this Agreement;
1.2.7 The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the in-
terpretation or construction of this Agreement
2. SCOPE
The Company will facilitate placing of orders for the Products through the Website and pass on the details of the orders placed through the
Website for the Products along with the details (Customer address and Phone number only) of the End Customer to the Vendor. The Parties
agree that this arrangement is not exclusive and the Company shall be free to pass the orders for Products generated through the Website to
any other Vendor/ distributor/ manufacturer/ third party at its sole discretion. The Vendor acknowledges and agrees that it shall be the sole
responsibility of the Vendor to fulfill and execute the orders, passed on by the Company to the Vendor in accordance with the terms of this
Agreement and terms and conditions of the Website.
3. COMPANY'S OBLIGATIONS
3.1 The Company shall on best efforts basis endeavor to maintain the Website in running conditions at all reasonable times.
3.2 The Company may take any marketing and promotional activity and enter into any marketing and promotional arrangement with any
party for the marketing and promotion of the Website;.
3.3 The Company shall be free to enter into any similar business transaction with any Vendor/ buyers/ purchasers/ distributors/ third parties
without any prior notice or intimation to the Vendor and the Vendor shall have no role in any manner whatsoever in any such transaction for
the sale of Products or any similar product by any such Vendor/ buyers/ purchasers/ distributors/ third party.
3.4 In order to enable the Vendor to make the sale of the Products to the End Customer, the Company shall immediately forward the details
of the orders placed by the End Customer to the Vendor.
3.5 The Company shall be free to pass the rights to sell the Products of the brands on its Website to any other Vendor/ distributor/
manufacturer/ third party in case of breach of any conditions of this agreement by the Vendor/ inability of the Vendor to deliver the products.
4. VENDOR'S OBLIGATIONS
4.1 The Vendor shall share the list of Products it wishes to offer through the Website and shall maintain inventory details and updated
Product list with the Company in a manner as may be requested by the Company from time to time in order to enable the Company to direct
the orders generated through the Website by the End-Customer.
4.2 The Vendor shall be solely responsible to arrange for packaging and making the Product ready for dispatch and then provide for the
procurement of the Product(s) to the End Customer and in no event later than 48 (forty eight) hours from the receipt of order confirmation
from the Company along with other relevant details of the End Customer. The Vendor agrees to engage the services of the Company and/or
its courier and insurance partners for delivery of Products to the End Customer. In the event, the Vendor is unable to process the order or
deliver the Products due to unavailability of Products or any other reason, the Vendor shall promptly and in no event later that 24 (twenty
four) hours from the communication of confirmed order by the Company to the Vendor, notify the Company in writing about its inability to
process the order and deliver the Products. Upon receipt of such notice, the Company shall in its sole discretion be free to take any step it
deems necessary for the processing of the order, including passing on the order to any third party for order fulfillment.
4.3 The Vendor hereby undertakes to solely arrange for procurement of order and fulfillment of the same to the End Customers at its sole
cost, risk and responsibility in a manner in which the terms of this Agreement are not violated.
4.4 The Vendor agrees and undertakes to ensure that the Company may pick the Product(s) from the Vendor and for delivery to the End
Customer for and on behalf of the Vendor are accompanied with invoice, delivery challans, guarantee card, instruction manuals, free
materials, etc. and such other relevant documents as are required under applicable laws or is generally provided with such Products (on case
to case basis). It shall be the sole responsibility of the Vendor to ensure that the requirements of applicable laws ,i.e., including but not
limited to the ……………………………… are complied with at all times in respect of the sales made by the Vendor in connection with this
Agreement. The Vendor hereby undertakes to keep the Company harmless in case of any breach/ non-compliances of the terms and
conditions mentioned herein. The Company may facilitate the Vendor for picking of order and fulfillment of the same to the End Customers
at its sole cost, in a manner in which the terms of this Agreement provides.
4.5 The Vendor shall settle any and all issues arising between the manufacturer of such Products, if any, the Vendor and the End Customers
as required or deemed necessary by the Company, to the satisfaction of such End Customer, without involving the Company in any manner,
whatsoever. For the avoidance of doubt, it is clarified that the Company shall not be liable in any manner whatsoever for any dispute or issue
arising between the Vendor, manufacturer of such Products or the End Customer, as the case may be, in relation to the sale and/or
consumption of the Products.
4.6 The Vendor shall be solely responsible to provide to the Company for the delivery, fresh unexpired stock (which should have minimum
70% Shelf life) in keeping with its internal policies and the Company for and on behalf of the Vendor, may collect the payments from the
End Customers, all the applicable taxes including but not limited to TDS, all sales tax, service tax, octroi and other levies under applicable
laws as are required to be paid or deducted, as the case may be, on the retail price of the Products. All such payments and/or deductions shall
be to the sole account of the Vendor.
4.7 It shall be the sole responsibility of the Vendor to ensure that the Products sold to the End Customers do not infringe upon the Intellectual
Property Rights or other proprietary rights or similar rights of any third party. It is further agreed that the Vendor shall be solely responsible
for obtaining any approvals, permissions, licenses for the sale of the product on the Website (as already represented).
4.8 It shall be the sole responsibility of the Vendor for delivery of goods to the customer, customer satisfaction and of the
warrantee/guarantee of the goods.
5.1 In the event that any Product supplied by the Vendor is found to be defective or damaged in any manner by the End Customer, in such
cases, the Vendor shall take all reasonable steps to arrange for replacement or repair of the relevant Product or a portion thereof, as may be
requested by the End Customer. If any product found damaged or defective or not as per the standards required under the law, the Company
shall have the right to remove the product from display until further legal proof/ confirmation from the Vendors and the Company shall have
right to terminate the agreement with immediate effect on happening of any such event.
6. CONSIDERATION
6.1 In consideration of performance of its obligations as contained in this Agreement including inter alia facilitation and passing of orders for
the Products generated through the Website to the Vendor and facilitation of delivery of the Products to the End Customer, the Company
shall be entitled to receive payment ("Facilitation Fee") or such other/additional fee as may be agreed between the Parties in accordance
with Schedule II.
7.1 Each Party owns, and will continue to own all rights, title and interests in and to any inventions, know how, software, information, trade
secrets, materials, property or proprietary interest that it owned prior to this Agreement. The proprietary rights and all intellectual property
rights, interests and claims in relation to the information as provided on the internet including the Website, data development materials and
the delivery material and updates communication network, electronic commerce support services and other allied services, dedicated ports
and End Customer database including the design and other intellectual property rights connected thereto including but not limited to
copyright, trademark, trade name, brand name, service marks, etc. shall vest with the Company in perpetuity, for all intent and purposes. The
Vendor shall not have any right or title to any intellectual property rights attached to such Intellectual Property nor shall it assert any claim
whatsoever concerning the above. The Company may, at its sole discretion display the name, logo, trade name or trademark of the Vendor on
the Website. For the purpose, the Vendor does hereby give limited, non-transferable, non-assignable and revocable license to the Company to
use its name, logo, trade name or trademark for the purpose of this Agreement.
8.1 The Vendor hereby represents and warrants to the Company and undertakes that:
i.) it has obtained the necessary permissions including but not limited to licenses, permissions, registrations, authority, approvals etc.
under the applicable laws and from the respective parties to carry out its business under this Agreement;
ii.) it has legally obtained, purchased, acquired, etc. the Products and that it is legally authorized and permitted to sell/ offer for sale the
Products;
iii.) the Products offered for sale and or sold to the End Customer shall confirm to the requirements of
……………………………………………………………….. and any relevant certification process required under any applicable laws;
iv.) it shall not deliver any Products to the End Customers which, do not correspond with the description as stated on the Website against
such Product; are not in accordance with applicable laws, which shall include but not be limited to any deliveries without a valid prescription
etc.
v.) that the products sold through the Website are free from any defects/ liens/ mortgages and Vendor has absolute ownership over the
products and to sell the same through the Website.
vi.) that title and risk of the products lies with the Vendor only and the Vendor agrees to keep the Company harmless and indemnified in
this respect.
9. CONFIDENTIALITY
Each Party may as a result of the relationship contemplated hereunder disclose to the other Party such Confidential Information as may be
necessary to further the performance of this Agreement. The receiving Party shall at all times keep the disclosing Party’s Confidential
Information confidential and not to disclose, except solely in connection with the performance of this Agreement and on a strictly
confidential and need to know basis, the Confidential Information in whole or in part to any other person without the disclosing Party’s prior
written consent. Upon request by the disclosing Party, the receiving Party must destroy all the disclosing Party’s documents or deliver to the
disclosing Party all documents and other materials in any medium in its possession or control which contain or refer to the disclosing Party’s
Confidential Information. For the purpose of this Agreement, “Confidential Information” shall mean and include any and all information
which is confidential to a Party including (i) any business information, (ii) any samples, formulations, specifications, data relating to
manufacturing and quality control processes and procedures, (iii) advertising and marketing plans or marketing information, data and/or
material (iv) any past, current or proposed development projects or plans for future development work, (v) any technical, marketing, financial
and commercial information, (vi) the commercial and business affairs of a Party, (vi) all end-customer (hereinafter referred to as the “End
Customer”) related information including any rates and discounts.
10. INDEMNIFICATION
10.1 Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party (the “Indemnified
Party”) and the other Party’s officers, directors, employees and agents 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 this Agreement, 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 this Agreement (including, without limitation, any of the
representations or warranties of the Indemnifying Party set forth in this Agreement) or the negligence, fraud or willful misconduct of the
Indemnifying Party.
10.2 Without prejudice to the above, the Vendor shall indemnify and hold the Company harmless for any claims, demands, action, suit or
proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against the Company arising out of the Vendor’s
non-compliance with applicable laws.
11. TERMINATION
11.1 This Agreement shall be in force for a period of 02 years from the Effective Date, unless earlier terminated in accordance with the terms
of this Agreement. Upon the expiry of the term, this Agreement may be extended for such period and on such terms as may be mutually
agreed between the Parties in writing.
11.2.1 The Vendor shall have the right to terminate this Agreement by a prior written notice of 30 (thirty) Business Days of such termination
to the Company if the Company commits a material breach of the terms of this Agreement, and where, such breach is capable of cure, this
Agreement shall be deemed to have been terminated upon the Company’s inability or failure to cure such material breach and notify cure of
such material breach (along with necessary documents satisfactorily evidencing cure of such breach (as applicable) to the Vendor within 30
(thirty) days from the date of issuance of the written notice from the Vendor requiring the Company to cure such breach.
11.2.2 The Company shall have a right to forthwith terminate this Agreement by a written notice to the Vendor where the Vendor has com -
mitted a breach of the terms of this Agreement, and where, in the reasonable opinion of the Company, such breach is capable of cure, this
Agreement shall be deemed to have been terminated upon the Vendor’s inability or failure to cure such breach or notify cure of such breach
to the Company within a period of 30 (thirty) days from the date of the written notice from the Company requiring the Vendor to cure such
breach.
11.3.1 Either Party may terminate this Agreement with immediate effect upon notice in writing to the other Party if (i) the other Party is ad-
judged bankrupt, or makes a general assignment for the benefit of its creditors, or (ii) if a receiver is appointed for all or a substantial portion
of its assets; or (iii) such Party commences any proceeding for relief from its creditors in any court under any insolvency statutes.
11.4 Notwithstanding anything to the contrary contained in this Agreement, either Party may, without assigning any reason, terminate this
Agreement at any time by issuing a 30 (thirty) days prior notice of termination in writing to the other Party.
11.5.1 Upon expiry or termination of this Agreement, all rights thereunder shall cease.
11.5.2 The expiry or termination of this Agreement shall not affect the rights and obligations of the Parties which have arisen hereunder up to
the time of such expiry or termination.
This Agreement shall be governed by the laws of India and the courts at New Delhi only shall have the exclusive jurisdiction in respect of
any matter or dispute connected with this Agreement.
13.3 Notices
Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and
shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) three (3) days after being sent, if sent
with all sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent by
confirmed facsimile, or (iv) fourteen (14) days after the date sent, if sent by certified or registered mail, postage prepaid, return receipt
requested, addressed as follows:
13.4 Amendment
No modifications, alterations, amendment or waivers of any provisions contained herein shall be binding on the Parties hereto unless
evidenced in writing and signed by duly authorized representatives of both the Parties. The requirement of written form can also only be
waived in writing.
13.5 Severability
It is the intent of the Parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unen-
forceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under appli-
cable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.
13.6 Waiver
Except as expressly provided in this Agreement, no waiver of any provision of this Agreement 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
Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the
exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by the other Party of any
provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.
13.9 Survival
The following provisions shall survive expiry/termination of this Agreement: Clause 3 (Company’s Obligation), Clause 4 (Vendor’s
Obligation)Clause 5 (Defective Products), Clause 8 (Representations, Warranties and Covenants), Clause 9 (Confidentiality), Clause 10
(Indemnification), Clause 11 (Termination), Clause 12 (Governing Law), Clause 13.3 (Notices) and Clause 13.9 (Survival).
13.10 Counterparts
This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall
constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counter -
parts. This Agreement may be executed by delivery of the signature page hereof by facsimile transmission or electronic mail in “portable
document format” (“.pdf”), which shall be as effective as signing and delivering the counterpart in person.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed as of the date first written above
By :: By ::
Name :: Name ::
Title :: Title ::
SCHEDULE – I
PRODUCTS
SCHEDULE – II
COMMERCIAL & OTHER TERMS AND CONDITIONS
GREEN AGREVOLUTION PRIVATE LIMITED
901, 9th Floor, BPTP Park Centra, Sector 30,
Silokhera-II, Gurugram, Haryana India- 122001
Supplier Registration Form
Name Of Vendor/Vendor:
Type Of Business (Mark only one):
(a) Corporate/Limited/Private Ltd. (b)Partnership: (c)Proprietorship:
Correspondence Addresses with TIN No.
Head Office Address:
Bank Details:
Account Number: 2. Bank Name:
I hereby confirm and agree to all the above stated terms and conditions mentioned in this document.
SCHEDULE – III
DOCUMENTS ACCOMPANIED WITH AGREEMENT