Legal notice

VENDOR AGREEMENT FOR PROVISION OF E-COMMERCE SERVICES

This agreement is made at ______ on this ____ day of _______ 2012
between ______________________________, an individual
proprietor/partnership firm duly registered under provisions of
Partnership Act, 1932/ a company incorporated under the provisions of
Companies Act, 2013 having his/her/its address/registered office at
________________________________________________________
___, ___________________________________ (acting through Mr.
_____________________________________, duly authorized to
enter in to present agreement by partners / board of directors )
(hereinafter referred to as “the Vendor” which expression shall mean
and include his/her/its successors in title, administrators and assigns)
of the First Part
And
_________________, a company having its office at
________________________________________________________
__________ through its partner _______________ duly authorized by
board of directors to enter in to present agreement (hereinafter referred
to as “the Company”) of Second Part The parties above referred are
individually known as “the party”/ “the Vendor” / “the Company” as the
case may be and collectively referred to as “the parties”;

WHEREAS the Vendor is engaged in the business of
manufacturing/importing/distributing _______________ and similar
items;

AND WHEREAS the Company is owner of E-Commerce Website by
the name of www.delitedeals.com wherein various products of
different nature are marketed and sold using electronic medium more
particularly through the e-commerce domain.

AND WHEREAS the parties hereto have after mutual discussions have
come to an agreement that the products of the Vendor will be marketed
by www.delitedeals.com on their ecommerce store;

AND WHEREAS parties have agreed to reduce their terms in writing

NOW THIS AGREEMENT WITNESSES AS UNDER
1. Commencement, Term, Renewal
1.1 The date of execution of this agreement shall be the
commencement date and the agreement shall remain valid and binding
for a period of _________ year initially and can be renewed on
mutually agreed terms at the time of renewal for such terms as the
parties agree. All renewals of the agreement shall be express and in
writing. No oral agreement shall be binding on either of the party.

2. Marketing Tools/Support, Products, Availability of products etc.
2.1 The Vendor will keep informed at all times the Company about the
availability of the products in its inventory along with detailed
specifications like size, colour, texture etc. etc. as may be required of
the product. Order once placed on the Company by the customer shall
have to be honoured by the Vendor at all costs.

3. Fee/Commissions etc
3.1 The company as such shall not charge any fee for providing web
space/display on website however for all such sales that are
made/generated using the website www.deitedeals.com a commission
shall be paid by the Vendor to the Company. The details of
commissions to be paid product category wise is specified is Schedule
A to this agreement. The schedule can be amended to modify any rate
of commission in respect of any product. Any amendment to such
schedule will be express. The said schedule is to be treated as part
and parcel of the agreement.

3.2 It is expressly agreed by the parties hereto that the Company shall
debit the amount of commission from the remittance to Vendor at the
time of forwarding the order received from the end customer.
3.3 The parties will endeavor to perform reconciliation of
accounts/orders every 90 days.

4. Order, Handling, Delivery etc.
4.1 Orders for the product shall be received using the website
www.delitedeals.com and shall be forwarded to the Vendor by the
Company via email/Telephone/Fax/Courier.
4.2 The Vendor shall upon receipt of the order from the Company
immediately arrange to deliver the products to the designated address
as early as possible but in any case the dispatch shall be made within
48 Hours of the receipt of the Order. In case the Vendor fails to
dispatch the product within the aforesaid time, it has to return the
amount received back to the Company forthwith. No delay in returning
the amount is permissible and any delay caused shall be considered
as breach of the agreement and be one of the cause for termination of
agreement. The Vendor shall provide to the Company the consignment
number, details of courier/shipment agency immediately followed by
proof of delivery.
4.3 The Vendor shall ensure that the products dispatched are of the
specifications ordered and there is no variation whatsoever. The
necessary guarantee/warranty shall be provided by the Vendor to the
customer.
4.4 The Vendor agrees to replace the defective products supplied to
the customer at its own cost and shall not hold the Company
responsible in any manner whatsoever.
4.5 The Company may, at its discretion arrange to lift the defective
products from the customer however the Vendor will still be liable to
replace the defective product. Any charges incurred by the Company
for lifting and forwarding such defective goods shall be on account of
the Vendor. The Vendor shall make good such charges to the
Company upon receipt of invoice/debit note. No request for any
adjustment from future payables to the Vendor from Company will be
made however, the Company is at its liberty to deduct such amount
from future payables of fresh Orders. Such deductions shall not be
treated as practice and/or precedent. For avoidance of doubts it is
clarified that defective would mean and include but is not limited to
wrong product, damaged product, mis-sized product and any other
shortcoming which the customer may point out. The Vendor hereby
authorizes the Company to entertain all claims of return of the Product
in the mutual interest of the Vendor as well as the Customer.

5. Covenants of Vendor
The Vendor hereby covenants with the Company as under:
5.1 To deliver the product of the ordered specifications/description only
including quantity and quality prescribed in the Order and there should
be no instance of wrong item being delivered and/or quality issue
and/or issue of Non delivery. Further, the Vendor shall maintain
adequate stock/inventory of the items at all times. In case the Vendor
is running out of supplies or is likely not to fulfill the Order received by
the Company, it shall intimate to the Company at least 7 days in
advance so that notice of OUT OF STOCK for the product can be
placed on the website.

5.2 Not to send any kind of promotion material or any such material,
which is, derogatory to and/or adverse to the interests financial or
otherwise of the Company, to the customer either along with the
products supplied or in any manner whatsoever.
5.3 Not to do any act/deal in a thing / products/goods/services which
are either banned/prohibited by law or violates any of the intellectual
property right of any party in respect of such product.
5.4 The Vendor declares that it has all rights and authorizations in
respect of intellectual property rights of third parties and is authorized
to sale/provide/license such products to the customer. The copy of
such authorization shall be provided on demand without failure and/or
protest.
5.5 The Vendor agrees to indemnify and keep indemnified the
Company from all claims/losses (including advocate fee for
defending/prosecuting any case) that may arise against the Company
due to acts/omission on the part of the Vendor
5.6 To provide to the Company, for the purpose of the creation/display
on website of Company, the product description, images, disclaimer,
delivery time lines, price and such other details for the products to be
displayed and offered for sale.
5.7 To ensure and not to provide any description/image/text/graphic
which is unlawful, illegal, intimidating, obnoxious, objectionable,
obscene, vulgar, opposed to public policy, prohibited by law or morality
or is in violation of intellectual property rights including but not limited to
Trademark and copyright of any third party or of inaccurate, false,
incorrect, misleading description or is surrogatory in nature. Further it

will forward the product description and image only for the product
which is offered for sale through the website of the Company. The
Vendor agrees that in case there is violation of this covenant, it shall do
and cause to be done all such acts as are necessary to prevent
disrepute being caused to the Company
5.8 To provide full, correct, accurate and true description of the product
so as to enable the customers to make an informed decision. The
Vendor agrees not to provide any such description/information
regarding the product which amounts to misrepresentation to the
customer.
5.9 To be solely responsible for the quality, quantity, merchantability,
guarantee, warranties in respect of the products offered for sale
through portal of the Company.
5.10 At all times have access to the Internet and its email account to
check the status of approved orders and will ensure prompt deliveries
within the time frame mentioned herein before in the agreement.
5.11 Provide information about the Order Status including Airway Bill
Number on a daily basis.
5.12 To raise an invoice as well as receipt of payment in the name of
Customer for an amount equivalent to the amount displayed as MRP
on the online store to the customer and paid by/charged to the
customer.
5.13 Not to offer any Products for Sale on the Online Store, which are
prohibited for sale, dangerous, against the public policy, banned,
unlawful, and illegal or prohibited under the Indian laws.
5.14 To provide satisfactory proof about the ownership/licenses of all
the legal rights in the Products that are offered for sale on the Online
Store as and when demanded by the Company.
5.15 To pass on the legal title, rights and ownership in the Products
sold to the Customer.
5.16 To be solely responsible for any dispute that may be raised by the
customer relating to the goods, merchandise and services provided by
the Vendor. No claim of whatsoever nature will be raised on the
Company.
5.17 The Vendor shall at all time during the pendency of this
agreement endeavor to protect and promote the interests of the
Company and ensure that third parties rights including intellectual
property rights are not infringed.

5.18 The Vendor shall at all times be responsible for compliance of all
applicable laws and regulations including but not limited to Intellectual
Property Rights, Local Sales Tax, Central Sales Tax, Service tax,
Value added tax, Standards of Weights & Measures legislation, Sale of
Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs
and Remedial Magic Act, Code of Advertising Ethics, etc.
5.19 To provide to the Company copies of any document required by
the Company for the purposes of performance of its obligations under
this agreement within 48 hours of getting a written notice from the
Company.
5.20 To seek advance written approval from the Company, prior to
release of any promotion/advertisement material, in so far as the same
relates to services offered pursuant to the terms of this Agreement.

6. Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that
6.1 The signatory to the present agreement is having the right and full
authority to enter into this Agreement with the Company and the
agreement so executed is binding in nature.
6.2 All obligations narrated under this Agreement are legal, valid,
binding and enforceable in law against Vendor.
6.3 There are no proceedings pending against the Vendor, which may
have a material adverse effect on its ability to perform and meet the
obligations under this Agreement;
6.4 That it is an authorized business establishment and hold all the
requisite permissions, authorities, approvals and sanctions to conduct
its business and to enter into present agreement with the Company.
6.5 It shall, at all times ensure compliance with all the requirements
applicable to its business and for the purposes of this agreement
including but not limited to Intellectual Property Rights, Sales Tax,
Central Sales Tax, Service tax, Standards of Weights & Measures
legislation, Sale of Goods Act, Value added tax, Excise and Import
duties, etc. It further declares and confirm that it has paid and shall
continue to discharge all its obligations towards statutory authorities.
6.6 That it has adequate rights under relevant laws including but not
limited to various Intellectual Property Legislation(s) to enter into this

Agreement with the Company and perform the obligations contained
herein and that it has not violated/ infringed any intellectual property
rights of any third party.
6.7 It shall maintain details of all transaction and mark as complete /
incomplete as the case may be and shall provide the same to the
Company upon demand.

7 Rights of Company:
7.1 Vendor agrees and acknowledges that the Company, at all times
during the continuance of this Agreement, shall have the right to
remove/block/delete any text, graphic, image(s) uploaded on the online
store by the Vendor without any prior intimation to Vendor in the event
the said text, image, graphic is found to be in violation of law, breach of
any of the terms of this Agreement, terms and conditions of
Delitedeals.com. In such an event, the Company reserve the right to
forthwith remove/close the online store of the Vendor without any prior
intimation or liability to the Vendor.
7.2 Appropriate disclaimers and terms of use on Delitedeals.com shall
be placed by the Company.
7.3 At any time if the Company believes that the services are being
utilized by the Vendor or its Customer in contravention of the terms and
provisions of this Agreement, Terms and conditions of use of
Delitedeals.com, the Company shall have the right either at its sole
discretion or upon the receipt of a request from the legal / statutory
authorities or a court order to discontinue/terminate the said service(s)
to Customer or the End user as the case may be, forthwith
remove/block/close the online store of the Vendor and furnish such
details about the Vendor and/or its customers upon a request received
from the Legal/ Statutory Authorities or under a Court order.

8 Indemnity
8.1 The Vendor indemnifies and shall hold indemnified the Company,
its partners, officers, employees, representatives, agents from and
against all losses, damages, claims, suits, legal proceedings and
otherwise howsoever arising from or in connection with any claim
including but not limited to claim for any infringement of any intellectual
property rights or any other rights of any third party or of law,
concerning quality, quantity and any claim in relation to the Vendor’s
product, the breach of any of the Vendor’s warranties, representations
or undertakings or in relation to the non-fulfillment of any of its

obligations under this Agreement or arising out of the Vendor infringing
any applicable laws, regulations including but not limited to Intellectual
Property Rights, Local Sales Tax, Central Sales Tax, Service tax,
Value Added tax, The Standards of Weights & Measures legislation,
Excise and Import duties, etc . For the purpose of this clause reference
to the Company shall also include the Mobile Operators and such other
agencies through whom the Company shall make the Online Store
available to the Customers.
8.2 This article shall survive the termination or expiration of this
Agreement.

9 Limitation of Liability
9.1 The Company on the basis of representation by the Vendor is
marketing the products of the Vendor on the Delitedeals.com to enable
Vendor to offer the its products for sale through the said online
shopping portal. This representation is the essence of the Contract. It
is expressly agreed by the vendor that the Company shall under no
circumstances be liable or responsible for any loss, injury or damage to
the Vendor, customer or any other party whomsoever, arising on
account of any transaction under this Agreement or as a result of the
Products being in any way damaged, defective, in unfit condition,
infringing/ violating any laws/ regulations/ intellectual property rights of
any third party. The Vendor agrees and acknowledges that it shall be
solely liable for any claims, damages, allegation arising out of the
Products offered for sale through Delitedeals.com (including but not
limited to quality, quantity, price, merchantability, use for a particular
purpose, or any other related claim) and shall hold the Company
harmless and indemnified against all such claims and damages.
Further the Company shall not be liable for any claims, damages
arising out of any negligence, misconduct or misrepresentation by the
Vendor or any of its representatives.
9.2 The Company under no circumstances will be liable to the Vendor
for loss and/or anticipated loss of profits, or for any direct or indirect,
incidental, consequential, special or exemplary damages arising from
the subject matter of this Agreement, regardless of the type of claim
and even if the Vendor has been advised of the possibility of such
damages, such as, but not limited to loss of revenue or anticipated
profits or loss business, unless such loss or damages is proven by the
Vendor to have been deliberately caused by the Company.

10 Termination and effects of Termination
10.1 This Agreement may be terminated by the Company forthwith in
the event
10.1.1 Vendor fails to make payment of the sum demanded after it
has been served a 48 hours written notice;
10.1.2 Vendor commits a material breach of any representation,
obligations, covenant, warranty or term of this agreement and the
same is not cured within 30 days after written notice given by the
Company.
10.1.3 If a Petition for insolvency is filed against the Vendor.
10.1.4 If the Vendor is in infringement of the third party rights including
intellectual property rights.
10.2. This agreement may be terminated without reason by either party
after serving upon the other, a written notice of 30 days. The
agreement shall stand terminated after expiry of such period.
10.3 Effect of Termination:
10.3.1 In the event of termination/expiry of this Agreement, the
Company shall remove the Links and shall discontinue display of the
Products on Delitedeals.com with immediate effect.
10.3.2 Company shall not be liable for any loss or damages (direct,
indirect or inconsequential) incurred by the Vendor by virtue of
termination of this agreement.
10.3.3 During the period under notice both the parties shall be bound
to perform its obligations incurred under this agreement and this sub-
clause shall survive the termination of this agreement.

11. Jurisdiction, governing law and ex-parte Orders
11.1 This agreement is subject to exclusive jurisdiction of competent
Courts of law at Mumbai only.
11.2 The laws of Republic of India, as are in force, shall be applicable
to present agreement.

11.3 The Company is entitled to obtain ex-parte ad- interim injunction
orders restraining the Vendor to prevent any loss/anticipated loss
either in material terms or in terms of intellectual property or causing
damage/loss/harm to reputation/goodwill of the Company by the
Vendor, its representatives, associates or assigns.

12. Notices
12.1 All notices and other communication under this Agreement shall
be in writing, in English language and shall be caused to be delivered
by hand or sent by telex, fax, email or courier in each case to the
addresses as set out at the beginning of this Agreement.

13. Intellectual Property Rights
13.1 The Vendor expressly authorizes the Company to use its trade
marks/copy rights/ designs /logos and other intellectual property owned
and/or licensed by it for the purpose of reproduction on the website and
at such other places as the Company may deem necessary. It is
expressly agreed and clarified that, except as specified agreed in this
Agreement, each Party shall retain all right, title and interest in their
respective trademarks and logos and that nothing contained in this
Agreement, nor the use of the trademark / logos on the publicity,
advertising, promotional or other material in relation to the services
shall be construed as giving to any Party any right, title or interest of
any nature whatsoever to any of the other Party’s trademarks and / or
logos.

14 Entire Agreement
14.1 This Agreement embodies the entire agreement and
understanding of the Parties and supersedes any and all other prior
and contemporaneous agreements, correspondence, arrangements
and understandings (whether written or oral) between the Parties with
respect to its subject matter.

15 Assignment
15.1 Neither this Agreement nor any part of it is assignable,
transferable, sub-licensable, sub-contractible or conveyable by Vendor,
either by operation of law or otherwise, without the express, prior,
written consent of the Company signed by an authorized
representative of such Party. The Company is at liberty to refuse such
consent.

16 Confidentiality:
16.1 The contents of the agreement and any information passed on by
the Company to the Vendor is highly confidential in nature and the
Vendor agrees and undertakes to maintain the confidentiality of the
information and user/customer data disclosed, generated or made
available to Vendor under this Agreement. The said information shall
not be used by the Vendor or its agents, servants, representatives or
any person acting through or claiming through the Vendor for any
purpose other than for the performance of its obligations under this
Agreement. The Vendor agrees that the unauthorized disclosure or use
of such information would cause irreparable harm and significant injury,
the degree of which may be difficult to ascertain. Accordingly, Vendor
agrees that the Company shall have the right to obtain an immediate
injunction from any court of law ensuing breach of this Agreement
and/or disclosure of the Confidential Information. The Company shall
also have the right to pursue any other rights or remedies available at
law or equity for such a breach.

17 Relationship of Parties
17.1 Nothing in this Agreement will be construed as creating a
relationship of partnership, joint venture, agency or employment
between the Parties. The Company shall not be responsible for the
acts or omissions of the Vendor and Vendor shall not represent the
Company, neither has, any power or authority to speak for, represent,
bind or assume any obligation on behalf of the Company.

18 Waiver and Amendment
18.1 No waiver of any breach of any provision of this Agreement
constitutes a waiver of any prior, concurrent or subsequent breach of
the same or any other provisions, and will not be effective unless made
in writing and signed by an authorised representative of the waiving
Party.
18.2 Except as expressly set out in this Agreement, no amendment is
binding on the Parties unless it is in writing and signed by a duly
authorized representative of each of the Parties.

19 Force Majeure
19.1 Neither Party shall be responsible or liable for any delay or failure
to perform its obligations (other than an obligation to make payment)
under this Agreement due to unforeseen circumstances or any event

which is beyond that Party's reasonable control and without its fault or
negligence, but not limited to, acts of God, war, riots, embargoes,
strikes, lockouts, acts of any Government authority, delays in obtaining
licenses or rejection of applications under the Statutes, failure of
telephone connections or power failure, fire or floods.

20 Two Originals
20.1 This Agreement may be executed in two (2) counterparts, one to
remain with each party and each of which shall be deemed an original
and which shall together constitute one Agreement.

Schedule A herein before referred
Details of product category wise commission

Sr
No.

Category of Products Commision in
% terms

In witness whereof the parties have hereto caused their respective
hand and seal to be affixed the day and year first hereinabove
mentioned.
Signed sealed and delivered by the
within named Vendor ______________
____________ through Mr. __________
____________________ duly authorized
in this behalf

X____________________

Signed sealed and delivered by the

within named Company M/s _____________
through _______________. X ____________________