RTEFACTS E-RETAIL PVT LTD – VENDOR AGREEMENT
Welcome to RTEFACTS.COM’s section for our vendors, where you can obtain information to assist with managing your relationship with RTEFACTS E- RETAIL PVT. LTD. and its affiliates referred as ( “RTEFACTS”, “we”, “us” or “our”). The conditions below constitute a binding contract for the Product Listing and sales on RTEFACTS.com
BY REGISTERING FOR OR OTHERWISE USING RTEFACTS.COM , YOU (1) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (2) REPRESENT AND WARRANT THAT YOU ARE EXPRESSLY AUTHORISED TO BIND VENDOR TO THIS AGREEMENT. BY ACCESSING, BROWSING, DOWNLOADING, UPLOADING, LISTING, BUYING, SELLING, OR OTHERWISE USING RTEFACTS.COM, YOU REPRESENT THAT YOU ARE OF THE REQUIRED LEGAL AGE AND ARE PERMITTED BY THE COUNTRY/REGIONAL/LOCAL LAW APPLICABLE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ACCESSING RTEFACTS.COM.
RTEFACTS.COM IS AVAILABLE TO VENDORS IF (A) YOU ARE AT LEAST 18 YEARS OLD OR OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RTEFACTS ENTITY, AND (B) YOU ARE PERMITTED TO USE THE PORTAL RTEFACTS.COM UNDER THE LAWS OF REPUBLIC OF INDIA OR OTHER COUNTRIES / REGIONS INCLUDING THE COUNTRY / REGION IN WHICH YOU ARE RESIDENT OR FROM WHICH YOU ACCESS RTEFACTS.COM AND (C) YOU HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM ACCESSING OUR PORTAL.
- Scope : This Agreement covers the supply and sale of your products to customers in India and worldwide locations by placing your products and services on the RTEFACTS portal. “Products”means all goods you provide to RTEFACTS, including packaging, respective digital content, pictures of goods and their details that are intended for listing, display and sale to customers on our website RTEFACTS.COM. The term ’service’ in respect of a Product shall mean the supporting services incidental for the sale and related activities.
- Timeliness: You understand that timely order fulfilment is the most critical factor in respect of customer experience, hence you shall process any order received within 12/24 hours of the receipt of the order. In case you cannot fulfil order dispatch to RTEFACTS’ nominated shipping agency, you shall immediately inform RTEFACTS’ order fulfilment contact confirming the reason for delay in fulfilment and comply with any instructions that RTEFACTS may issue to expedite the shipment.
- Listing conditions.You shall supply only original, unused, genuine Products to RTEFACTS and its customers. You shall not offer any Product on which any third party has any intellectual property rights, liens, claims or any other pre-existing rights whether registered or not. RTEFACTS shall be at a full and final discretion to list or remove listings of Products from RTEFACTS.COM. RTEFACTS shall at its sole discretion verify the specifications of your products, perform quality and authenticity checks as necessary to which you shall not object.
- Prohibited practices: You shall NOT engage in any other advertising to, or solicitation of other users of the website RTEFACTS.COM including but not limited to other vendors or customers to buy or sell any products or services including but not limited to those products and services displayed on RTEFACTS.COM or related to us which has not been pre – approved by us in writing. You shall NOT directly or indirectly or through someone else transmit any business cards, emails, chain letters, create social media messaging groups, between you and any other person, a customer or vendor who is directly or indirectly introduced to you in the course of the RTEFACTS interactions with you directly or indirectly. You shall not use RTEFACTS.COM or any content on our website or any of material for any unlawful purpose or activities, or activities prohibited under this Agreement. You shall not use any packaging materials that carry objectionable images or content. You shall not use or reuse packaging material that contains branding, trademarks, labels of any other ecommerce company or any other entity other than RTEFACTS.com. You shall not label or attach any product tag/label other than your own tag/label, PROVIDED that you have given us samples of such tags and got them pre-approved before affixing them on a Product. You shall not communicate with a customer, a potential customer or another vendor of RTEFACTS directly by email, mobile or indirectly otherwise unless such communication is specifically approved or instructed by RTEFACTS in writing.
- Compliance with Laws You shall at all times comply with the applicable laws including but not limited to the Information Technology Act 2000 and its amendments, rules, regulations notified from time to time.
- Pre agreed Rate List & Purchase Orders: When you accept to be a vendor, you shall agree on a rate for each Product you intend to list. This ‘ Pre – agreed Rate List’ shall be the rate at which RTEFACTS shall pay you for each Product sold in good condition without defects and accepted and paid for by a customer. We are not obligated to purchase Products, and you are not obligated to sell Products, until you accept a separate Purchase Order (“PO”) on the particulars of each order logged by a customer on RTEFACTS.COM. Purchase Order we issue to you shall be based on the ‘Rate List’ that is pre-agreed i.e. “ Pre- agreed Rate List”. Purchase Order for each Product purchased by a customer on RTEFACTS.COM shall be generated to your registered email after a customer logs a purchase on RTEFACTS.COM and makes payment or places a Cash on Delivery order. Only the Purchase Order for a Product is a firm order. You will not substitute Products or combine or consolidate orders of one or more POs without our prior written consent. Documents that we sign acknowledging receipt of Products do not constitute acceptance of the Products unless until a PO is generated. At all times Products given for listing and acceptance by us are subject to discretion of RTEFACTS and quality check done by RTFEFACTS. A PO issued by us to you shall include the Product price you have agreed with us “ Pre- agreed Rate List” and the payment terms you have agreed with us and may include discounts or rebates in cases where RTEFACTS and you have agreed to discounts.
- Pricing Conditions on RTEFACTS.COM : The price or discounts at which your Products shall be listed on the RTEFACTS.COM for domestic, global segments and others, shall be determined by RTEFACTS. You understand that Products and services will have an ‘end customer rate’ displayed on RTEFACTS.COM based on additional mark – up based upon factors such as supply chain expenses, technology platform expenses, marketing and branding expenses, administrative expenses and other factors. You agree that the pricing of a Product on RTEFACTS.COM shall be the exclusive prerogative of RTEFACTS. The amounts payable to you by RTEFACTS shall be based on the “ Pre- agreed Rate List” for each goods listed by you. You agree to offer discounts as advised by RTEFACTS from time to time as part of our sales and marketing strategy decisions. You agree and will ensure that the price you offer us i.e. the “ Pre- agreed Rate List” is the lowest price offered so that RTEFACTS. COM’s competitiveness is protected and your Products are available to customers. You agree to not give any Product at lower prices than offered to RTEFACTS.COM to any other competition, online media or e-commerce platform or physical stores. You are free to sell your products at the same or higher price in other traditional methods of sale, PROVIDED You shall not delay or deny the order of a product that is booked on the RTEFACTS.COM or underprice the same products in any alternate sales channels. If you have limited quantities of products in your inventory, you shall offer priority to RTEFACTS for order fulfilment.
- Marketing campaigns and Promotional discount campaigns: You agree to offer discounts and participate in promotional campaigns as and when need arises. Discounts and campaigns shall be mutually agreed between you and RTEFACTS, such discounts shall apply on the price you have quoted for your Products in“Pre- agreed Rate List” with RTEFACTS i.e. For Products in discounts and promotional campaigns, RTEFACTS shall pay you a mutually agreed discounted price.
- Payments For every Product/service listed that is sold to a customer, You shall be paid the price You have agreed with RTEFACTS i.e. ‘ pre- agreed price”mentioned in the “Pre- agreed Rate List” subject to: a) the completion of the delivery of the Product in good condition to the customer b) on receipt of payment from the customer c) on no return is initiated by the customer of the order placed. This complete process of conditions in clause 9 [a,b,c] will confirm the ‘sale’ of the Products. Payments shall be made to you monthly / fortnightly as mutually agreed upon.. Payments shall be made by bank transfer only. You must provide the bank details to us for us to process the payments and smooth running of business. If you change your bank account, you are responsible to inform us of the updated details immediately. Any payments made by us when your details are not updated will not be our liability or responsibility.
- Before shipping: You are advised to take a picture of the product prior to packing each product and share the same with RTEFACTS, so that any event of damage to a Product can be looked into by RTEFACTS.
- Defects and returns For every product which is returned by a customer in India or outside India, due to defect or not matching the description provided by you on the listing at RTEFACTS.COM, the charges of all to and from shipment and other expenses and penalties shall be deducted from the payments due to You. Such shipment and other expenses shall be borne by You.
- Order cancellations: You understand that order cancellation by a customer is a risk in the business which you accept, hence, you shall collaborate with RTEFACTS to mitigate order cancellations when made by a customer. You shall not cancel any order at your end for which RTEFACTS has issued a Purchase Order to you unless RTEFACTS consents to such cancellation. If you cancel any order due to unavailability of an inventory or without any reasonable ground and explanation, RTEFACTS may restrict your listings or take such other actions as necessary including damage control measures or levy any damage control expense upon you to protect the commercial, business and reputation interests of RTEFACTS.
- Social Media and Publicity/ Product Images/Information: On an ongoing basis, you will provide us, free of charge, all current Product information, including electronic images/ videos, dimensions of products, materials made of, instructions for care and wash and any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product (“Product Information”). Product Information also includes any Product information collected by us from your website, or otherwise made available to us by you (or by a third party at your direction). You grant us a non-exclusive, worldwide, irrevocable and royalty-free license to: (a) use, copy, display, perform, and distribute the Product Information on or in connection with any online or offline point of presence, mobile application, service or feature; (b) excerpt, campaign, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks or trade names included in the Product Information; and (d) sublicense any of the foregoing rights to third parties in connection with our programs or services (for example, to advertise your Products). You will promptly provide us and to the customers all information regarding safety, compliance, industry standards or testing related to your Products (“Product Safety Information”) vide important instruction manuals or leaflets at the time of packaging. You shall participate and grant us the permissions to use your testimony in any form in social media and publicity campaigns run by RTEFACTS to promote the community of artisans.
- Shipping and Packaging: RTEFACTS is responsible for managing and paying for transportation of the Products to the customers for every order being placed on RTEFACTS.COM. You agree to deliver the duly packaged in tamper proof, waterproof packaging Products to the RTEFACTS designated logistics partner only. You shall be responsible for ensuring the proper packaging of all Products . You must ensure proper and adequate packaging of items / orders keeping in mind the mode of transit. Any breakable items or fragile items that would require appropriate packaging will be your sole responsibility. In the event RTEFACTS recommends certain packaging specifications that may include packing of RTEFACTS brochures or RTEFACTS brand materials, you shall include all such recommended materials in the Product packaging as and when provided to you from our end in future. Product returns and other shipments must comply with all import, export, and other applicable laws and regulations. In case the products given for listing are not made in India, then You or your designated agent will be responsible for payment of any taxes, duties or fees, and will be responsible for all required registrations and licenses that are applicable for the said imported items. You will comply with all applicable laws and rules relating to the Products. Product Information, handling instructions, warranty cards, labelling, safety/warning documentation (if applicable); must be provided along with the items at the time of packaging. No unlawful Product that contains ingredients that are regulated as a controlled drug or substance, or is listed as a regulated chemical must be found packed by you in place of the items that are ordered on RTEFACTS.COM or alongwith with the Products ordered by a customer on RTEFACTS.COM. In case of any breach of custom laws or other laws, You shall be responsible for the liability and consequences and shall indemnify RTEFACTS, its directors and employees against any loss, damage, fines or claims due to your actions or omissions You understand that any additional or unlawful items packed may result in a breach of customs or other applicable laws and will cause legal claim upon You. Any breakage or damage of the Products during the transit will not be counted as a sale of the Product and shall not be entitled for payments by RTEFACTS to you. Hence you will be liable for proper packaging of the product to ensure safely and timely sales. You agree and will make sure to send the Product or packages without any branding or marketing material other than that of RTEFACTS.COM provided to you. Any other branding, business cards of vendors inside, names of any third parties packing slips, invoices, or external packaging is strictly prohibited without exception or any other external packaging, or other information indicating any contact information other than RTEFACTS invoice it is also strictly prohibited practice. You agree and understand that this is a reasonable condition given that RTEFACTS is facilitating the sale and marketing of your Products.
- Updating your data: If You change your email address or phone numbers or pick up address that is provided to RTEFACTS in the agreement, then you are responsible to update details at RTEFACTS within 24 hours of change. This is only to avoid any consequential loss or damaged caused in the process set up by RTEFACTS for the logistics and sales purpose. Under any delay and negligence to do so you will bear the loss caused to RTEFACTS.
- Confidentiality The terms and conditions of this Agreement, payments and all commercial and operational matters between RTEFACTS and You shall be confidential information and neither RTEFACTS nor You shall share the information with any third party unless such disclosure is necessary to comply with a government or court order, then You shall obtain RTEFACT’s prior consent for making such disclosure. You may not use any customer personal data such as age, address, gender including contact information for any purpose other than fulfilling orders. You may not use such data in any way inconsistent with applicable laws. You must keep customer data, order details, personal data of customer confidential at all times. Sharing customer data with any third party is strictly prohibited and a breach will invoke legal action and damage claims and other remedies including blacklisting as a vendor. You understand that You may have access to customers’ personal data for the order fulfilment, hence protecting that data from unauthorised disclosure and use is a material obligation You have.
- Permitted Disclosures: You agree that we may, upon request by RTEFACTS, disclose or make available any information provided or submitted by You or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
- Returns: We may return at your expense, and you will accept and reimburse us for, any Product ( if RTEFACTS has already paid You) for any Product (a) that is defective, (b) that does not meet our standards to the agreed specifications or to samples ,(c) was not the one ordered in the applicable PO or (d) does not meet the specifications of listing on RTEFACTS.COM. The charges of all to and from shipment and other expenses if levied shall be borne by You. The item will be returned back to you and the payment for such items will not be made to You.
- Cash on Delivery Products: For orders booked by customers on ‘Cash on Delivery’, You shall be paid the amounts due to you, only on confirmation of the sale under [a,b,c] Clause 9 above. In case the COD order is not accepted by the customer by non payment of the order or rejection, the said Products ordered will be returned to You. Under such events RTEFACTS will not be liable to make payment of the order initiated under COD. In such an event the PO generated to you via our automated system at the time of order will stand cancelled. You realise that a COD order will only be handed over to the customers upon complete payment made by them. Customer will not be allowed to unpack the Product under COD until payment is made to our logistics partner. Hence the Product packed at your end remains untouched / unpacked and will be returned to You in events of rejection or nonpayment by the customer. This is applicable only for COD orders. Preorder category goods are exempted of COD. The minimum order value that is eligible for Cash on Delivery shall be decided solely by RTEFACTS based on several conditions. The decision of RTEFACTS in this regard shall be final.
- Updating your data: You may change your email addresses or phone numbers. Please update these details (including your legal name and address) within 24 hours of a change to ensure that they are accurate.
- Taxes : You shall bear and pay your own taxes which are levied on the sale, income, expenses and other items. GST is applicable according to the laws and You shall provide GST details and perform GST related filings as required within the time period required under the rules. In case you do not have a GST number yet, please let us know. Upon RTEFACTS asking, you shall provide all records and details of all taxes collected, deposited, due and other facts without delay and objections.
- Duration and Termination The Term of this Agreement begins on the date of your acceptance of the conditions online and continues until either: (1) RTEFACTS or You terminate this Agreement upon (60) days written notice to the other or (2) material breach of the conditions of this Agreement by either party when the party at fault fails to cure a breach within 30 days or (3) quality deficit or product supply, order fulfilment breaches by You. If terminated by either Party, this agreement will continue to govern the sales made or listing of your Products till the last date of your engagement with RTEFACTS, your obligations with regard to the Product quality and legal obligations towards us and customers that by their nature survive termination shall continue to survive after termination.
- Quality of Products and Services: You shall supply the best quality Products and services on RTEFACTS.COM, which shall be original, authentic and where applicable be certified by Silk mark and other applicable certificates of authentication. If required by RTEFACTS, samples of all products and services supplied shall be provided to RTEFACTS for prior approval of the raw material, consistency, authenticity and workmanship in order to ensure that reliable and authentic products are provided to customers in India and globally. Your Products and services shall be free of defects and deficiencies. Your Products and services must confirm to the dimensions, colors, sizes, material, packaging and other conditions which You have confirmed to RTEFACTS. Defects and deficiencies If any Product is returned by a customer due to any defect or deficiency or variation from the details, then You shall not be entitled for payment for such a Product unless an alternate product acceptable to the customer is provided by You if the customer so asks.
- Representations and Warranties You represent and warrant that: (1) you have the rights to authorize the sale and/or display of its products on-line; (2) all product information, data, images, and/or intellectual property provided by You to RTEFACTS (a) complies with all applicable laws; (b) are accurate and that all claims contained therein have been substantiated; and (c) have been cleared for the uses contemplated, (d) the product information, data, images, and/or intellectual property provided to RTEFACTS are authentic and free of any rights of lien or claims by someone else, (e) RTEFACTS is authorized by You to retain, store and display the images of your products without any additional compensation or intellectual property rights claims on any sales and advertising channel such as website, print, television, radio, internet, social media and any other medium of communication now prevalent or developing in the future, (f) You authorize RTEFACTS to customize and adapt images, content, description and all other representations of the products and services in its sales and marketing content, (g) You shall not use RTEFACTS, logo or name or reference without the prior written permission of RTEFACTS, and (h) all products and services provided by You and to be delivered to customers shall be authentic, original and confirm to the quality and workmanship that You have confirmed to RTEFACTS.
- Limitation of Liabilities RTEFACT’S aggregate liability under this Agreement shall be limited to paying You the ‘pre – agreed price’ for the Products and services you have successfully sold on RTEFACTS.com which have been accepted by the customers and for which payments have been received by RTEFACTS.
- Intellectual Property License You grant a royalty free, irrevocable, non-exclusive, worldwide license to RTEFACTS and its partners and service providers to list the products/services, display pictures and content about the products sell the products and services, distribute the products/services, and use the materials provided by You for the purpose of the platform and its activities. These rights shall survive the termination of the Agreement where required to conclude the transactions committed prior to the effective date of the transaction.
- Intellectual Property of RTEFACTS You acknowledge and agree that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by RTEFACTS shall be and remain the sole property of RTEFACTS and its affiliates or licensors as the case may be.
- Authorizations You grant to RTEFACTS the exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, collect payments, make representations about the products and do all other acts necessary for the promotion of sale of Products.
- Indemnities You release RTEFACTS from, and agree to indemnify, defend and hold harmless RTEFACTS’S officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (each, a “Claim”) arising from or related to:
- Your actual or alleged breach of any representations and warranties, You made related to your Products and services ;
- refund, cancellation, adjustments, claims by customers based on your Products or return thereof due to defect or deficiency in Products and services;
- your Products causing any actual or alleged infringement of any Intellectual Property Rights of any third party, and any personal injury, death or property damage related thereto;
- Claim by any third party that your product or service breaches the copyright or design rights of someone else;
- failure to meet tax registration or tax payment obligations;
- your non-compliance with applicable laws including but not limited to any breach or likely of Information Technology Act 2000 and its amendments from time to time;
- Packaging damages;
- Customer claims arising out quality, workmanship, authenticity of your Products and services
- RTEFACTS will defend, indemnify, and hold You harmless against any third-party claim arising from or related to: (a) RTEFACTS’ non-compliance with applicable laws; or (b) allegations that the operation of RTEFACTS.COM Site infringes or misappropriation that third party’s intellectual property rights.
- Force Majeure RTEFACTS will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. In the event that you are affected by an act of God, natural disaster, pandemic, government order for a lock down, war, flood or event of a similar nature beyond your control, you shall inform RTEFACTS immediately so that we can assess how to best fulfil the orders placed by customers for your Products. Under such unforeseen circumstances, in case of any losses occurring at the time of delivery RTEFACTS will not be held responsible to bear the loss. No claims from you upon RTEFACTS under such circumstances will be entertained for losses/damages of Product due to Force Majeure conditions and its consequences.
- Escalation Matrix: Both parties shall amicably discuss and engage with each other in the event of any dispute of any nature arising out of this Agreement or activities covered by the scope of this Agreement, before engaging in any litigation or dispute settlement processes.
- Governing Laws The Agreement shall be governed by the laws of India and subject exclusively to the jurisdiction of the courts in Vadodara, Gujarat.
- Language The language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail for all legal purposes. Translations, if any, shall be only for reference.
- Assignment: RTEFACTS may assign this Agreement to a present or future parent, subsidiary, or affiliated entity, including a future successor or party acquiring all or part of its business. You shall not assign part or whole of this Agreement to anyone without the prior written consent of RTEFACTS. All other assignments, transfers, or delegations require written consent of both Parties. Any attempted assignment or transfer in contravention of this Section shall be void.
- Independent Status You are an independent vendor. RTEFACTS and You are not responsible for each other’s actions. Each party shall be responsible for its own acts and omissions.
- Additional/Amended Terms RTEFACTS may from time to time request You to consider and accept changes or additional conditions necessary to perform the activities envisaged under this Agreement. You agree that you shall not unreasonably withhold the consent to such changes or additional conditions.
- Operational Communications From time to time RTEFACTS may issue operational instructions/communications on RTEFACTS.COM or otherwise by emails to you to conduct the activities under this Agreement which you agree to comply with.
- Survival of obligations Any of your obligations that by their very nature are required to survive the expiry or termination of the Agreement so as to protect the rights and reliefs of RTEFACTS and its customers shall survive the expiry and termination of the Agreement. Such conditions include but are not limited to your indemnity obligations, warranties and representations, intellectual property obligations and others as applicable.
- Entire Agreement This Agreement together with operational instructions/communications issued by RTEFACTS constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous documents or negotiations.
YOU CONFIRM THAT YOU HAD REASONABLE OPPORTUNITY TO READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS HEREIN VOLUNTARILY WITH DUE CONSIDERATION TO ALL THE REQUIREMENTS OF BEING A VENDOR ON RTEFACTS.COM.
YOU HEREBY AGREE TO ADHERE TO ALL THE TERMS AND CONDITIONS LISTED IN THE AGREEMENT AND GET ONBOARD ON RTEFACTS.COM TO ASSOCIATE WITH RTEFACTS E-RETAIL PVT. LTD.