Supplier Agreement
This agreement executed between, legal entity, (as defined below) herein after referred to as, “Supplier”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns.
In case of Supplier being:
i. One or more individual(s):
a. Each one of them whose name is stated in the Schedule is deemed to have made this Agreement individually and all of them agreed to obligations hereunder jointly and severally; and
b. The term Supplier shall include his/ their respective heirs, executors, successors, administrators and legal representatives.
ii. Proprietary concern:
a. The person whose name is stated in the Schedule as Proprietor; and
b. The term Supplier shall include his heirs, executors, successors, administrators and legal representatives.
iii. Partnership firm:
a. The firm duly constituted under the Indian Partnership Act, 1932 or not and the persons whose names are stated in the Schedule as Partners collectively; and
b. The term Supplier shall include them and survivors or survivor of them or partners or partners for the time being thereof and his, her, their respective heirs, executors, administrators, legal representatives and successors.
iv. Company incorporated under the provisions of the Companies Act, 1956: the term Supplier shall include its successors and administrators.
v. Any other authority body established by or under any law for the time being in force.
shall constitute the FIRST PART
AND
Mtlexs Online Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 602, 6th floor, Embassy Centre, Nariman Point, Mumbai - 400021. (hereinafter referred to as, “Mtlexs”) which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns shall constitute the SECOND PART.
Both Supplier and Mtlexs shall hereinafter be referred to as the “Party” individually and, as the “Parties” collectively, as the context may require.
WHEREAS
1. Mtlexs owns and operates an online market place, on the website, located at the URL www.mtlexsspot.com (the “Website”) which acts as an online platform for different suppliers to sell their products and, for different buyers to access variety of products and to purchase the products offered by suppliers;
2. As a part of the registration process, Mtlexs requires the Supplier to agree to the terms and conditions, for the purpose of offering for sale and selling the Products, dispatching the Products purchased by a Customer, in addition to, accessing and using the Supplier Page on the Website as detailed in this Agreement.
3. The agreement shall be valid for one year from the date of signing, post which the agreement shall have to be renewed.
4. The Supplier is engaged in the business of Manufacturing/ Trading/ Distribution. The Supplier represents and warrants that it has an absolute right to sell the products through offline and online modes and, there is no prohibition on the Supplier in this regard. Further, Supplier also represents and warrants that it has necessary authorization and permission from the manufacturer of the products to allow third parties to sell the products through all modes of distribution channels.
NOW THEREFORE, in consideration of the payments and, mutual covenants and premises herein set forth, the parties hereby agree to the terms and conditions as defined below:
(i) DEFINITIONS
(a) “Agreement” shall mean this Agreement, along with its Annexures and shall include any subsequent written modifications and amendments agreed mutually and signed by the parties.
(b) “Supplier” shall mean the entity incorporated or otherwise more specifically described here in above, which sells its products through the Mtlexs website and more particularly described in the attached agreement.
(c) “Product” shall mean merchandise items of the Supplier put up for sale on the Mtlexs website by the supplier.
(d) Mtlexs “website / Company” shall mean a virtual electronic store created on the Mtlexs Shopping online portal (URL: www.mtlexsspot.com) for sale of the Supplier’s Products either through web site of the Company or any other gadget or instrument displaying the particulars of the Supplier’s Products available for sale, or any other means by which the Customer places an order for the Product of the Supplier.
(e) “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of Mtlexs website.
(f) “Selling Price” shall mean the cost at which the products are to be delivered to customer inclusive of shipping taxes, if any.
(g) “Material Breach” means any act of fraud, dishonesty or other serious misconduct.
(h) “Purchase order (PO) / Challan” is a commercial document and first official offer issued by a buyer to a seller, indicating types, quantities, and agreed prices for products or services. It is used to control the purchasing of products and services from external customer. Customer reserves the right to cancel the purchase at any time, albeit with reasoning. This would result in corresponding cancellation of the created PO/ Challan for the purchase.
(ii) OBJECTIVE
(a) During the Term, Supplier shall accept and perform its obligations under the PO/ Challan issued from time to time through Mtlexs , with respect to the Products in accordance with this Agreement.
(b) The Suppler shall be responsible and accountable for timely availability and delivery of products as specified under this Agreement as per Mode of Fulfillment.
(c) In the event the Products provided by the Supplier are (i) not in conformity with this Agreement or the Purchase Order/ Challan, or (ii) if Mtlexs discovers any deficiency in the products, it shall notify the same to the Supplier in writing and the Supplier shall either (i) remove deficiencies from the Products supplied; or (ii) replace the products.
Hence this agreement is made and parties hereto agree to following terms and conditions:
1. COMPLETION OF SUPPLIER REGISTRATION
1.1 Supplier undertakes to have provided to Mtlexs all information such as name, contact details, email address, account details, PAN No., GST Registration number (if applicable), and other compliance related details under Know Your Supplier (KYS) through the Supplier Registration Form at “Supplier Page” (https://mtlexsspot.com/Disclaimer) and that all such information is true and correct as on date.
1.2 Mtlexs reserves the right to determine the Suppliers who may sell on the Website. Mtlexs also reserves the right to suspend access for registered Suppliers to the Website and the Supplier Page, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Mtlexs also reserves the right to select/ delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Website.
2. ORDER FULFILLMENT, PAYMENTS AND RETURNS
2.1 Mtlexs shall reserve the right to verify and determine whether the products supplied by the Supplier are in accordance with the PO/ Challan. In the event Mtlexs determines that the Products received are in a damaged condition, or not in accordance with the PO/ Challan, the Products shall be returned by Mtlexs to Supplier.
2.2 Supplier shall take care of the logistics (by itself or through a 3rd Party Logistic partner) as per the terms decided and Mode of Supply.
2.3 Payment shall be done within 30 business days from the date of dispatch of order. Any exception shall have to be mutually agreed upon as and when required.
2.4 All the necessary tax liabilities have to be borne by the Supplier – any exception will be mutually agreed upon.
2.5 Supplier is expected to manifest, pack and ready the orders for pickup at a predefined address within the stipulated time of accepting the order. Supplier has to make sure that the packaging is worthy of damage free shipment.
3. In case of Drop-Ship Fulfillment mode, Supplier has to execute product packaging at its end.
4. RETURN & CANCELLATION
In case of Return & Cancellations by the customers, Return /Exchange Policy, will be applicable.
5. PRICES, WARRANTY / GUARANTEE
5.1 The Prices of the product sold by the seller is under the control of seller. Any changes in prices for any business purposes will be mutually agreed.
5.2 At no point, Mtlexs will allow a Seller/ a group company of such Seller/ Brand to make more than 25% of the sales affected on the Marketplace Platform.
5.3 Supplier warrants that the products manufactured and sold by it will be free from defects in material and workmanship, and will substantially conform to the technical specification described during listing of products on Mtlexs website. Customer can claim the warranty/ guarantee during any period starting from the date of product shipped to customer. The Warranty / Guarantee give customer the right to raise any defect issue. Supplier reserves the right to inspect the defective product or product on its return in order to determine the origin of the fault, and if the defect is found not to be covered by the warranty / Guarantee.
5.4 The Warranty/ Guarantee shall be void to the extent of
5.4.1 Any modification of a product by any person or entity other than Supplier.
5.4.2 Misuse or abuse or Negligence / Wrongdoing of a Product or documentation by Customer or Reseller's customers or end users.
5.4.3 Accident, disaster or event of force majeure.
5.4.4 Improper storage of product.
5.4.5 Use of a Product in combination with products, Supplied by Supplier without Suppliers technical approval.
5.5 Since any Warranty/Guarantee provided by a Seller to a Customer is a promise, hence, in case of termination of Agreement between Mtlexs and Supplier, Warranty/ Guarantee to the customer will not terminate and Supplier will have to serve the customer till the end of Warranty/ Guarantee period. Failure in doing the same can be liable for legal action.
5.6 Supplier shall be responsible for all Product recalls and agrees to take any and all actions, at its sole cost and expense, which are reasonably necessary and appropriate to effectuate a Product corrective action, including, without limitation, a Product recall, provided, however that Customer agrees to cooperate with supplier in such action, including, without limitation contacting customers and assisting in the transfer of Products, as directed by supplier, if necessary. Supplier agrees to respond within a reasonable period to any question or request for information received by Customer/ Reseller pertaining to the production of a product.
6. AMENDMENT
6.1 Mtlexs may amend the terms and conditions of this Agreement including the Commercial Term segment and the Mtlexs Policies at any time. However, Mtlexs will notify supplier about these changes prior to their implementation in its sole discretion, by way of notification on the Supplier Page and/or by sending an email to the email ID provided in the Supplier Registration Form. It is the Supplier’s responsibility to review amendment notifications from time to time. The Supplier will be deemed to have accepted such amendments if the Supplier continues to access the Website/Supplier Page after the amendments are notified by Mtlexs.
7. INDEMNITY
7.1 Supplier partner hereby agrees to indemnify, defend and hold harmless Mtlexs, its promoters, investors, employees, and affiliates from all third party claims arising out of or relating to:
• Duplicate or counterfeit products
• Unauthorized to sell the products
• Faulty or damaged products handed over by the supplier
• Wrong goods (other than ordered) handed over by the supplier
• Order Cancellation by the supplier or customer.
8. FORCE MAJEURE
If, during the Term, a party (“Affected Party”):
(a) is prevented from or delayed in performing an obligation (other than to pay money) by a Force Majeure Event;
(b) as soon as possible after the Force Majeure Event occurs, notifies the other party of full particulars of:
• The Force Majeure Event;
• The effect of the Force Majeure Event on performance of The Affected Party’s obligations;
• The anticipated period of delay; and
• The action (if any) the Affected Party intends to take to mitigate
• Or remove the effect and delay; and
(c) prompt and diligent acts to mitigate or remove the Force Majeure
(d) Event and its effect; then
(e) the obligation is suspended during, but for no longer than, the period for which the Force Majeure Event continues and such further period as is reasonable in the circumstances; and
(f) if the Affected Party is prevented from or delayed in performing the obligation by the Force Majeure Event for at least 90 days, either Party may, by written notice to the other Party, terminate this contract.
9. CONFIDENTIALITY:
9.1 Any information and data provided by Mtlexs to the Supplier and used by the supplier directly or indirectly in the performance of this Agreement shall remain at all times the property of the Mtlexs. It shall be identified, clearly marked and recorded as such by the supplier on all media and in all documentation.
9.2 The supplier shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of Mtlexs’s data and information.
9.3 In the event of termination of this Agreement the supplier shall, when directed to do so, instruct all its agents and sub-contractors to erase all information and data provided by Mtlexs.
9.4 All personal data acquired by supplier from Mtlexs, related to sales or customers, shall only be used for the purposes of this Agreement and shall not be further processed under any circumstances without written permission from Mtlexs and, shall be complied to as per the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011.
10. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF THE SUPPLIER
The supplier warrants and represents that:
10.1 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.
10.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Supplier.
10.3 There are no proceedings pending against the Supplier, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
10.4 It is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the company.
10.5 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, GST, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.
10.6 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.
10.7 It shall maintain details of all transaction and mark them complete/ incomplete as the case may be and shall provide the same to the company upon demand.
11. RIGHT OF MTLEXS
11.1 Supplier agrees and acknowledges that Mtlexs, 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 Supplier without any prior intimation to Supplier in the event that the said text, graphic, image is found to be in violation of law, breach of any of the terms of this Agreement, and/or terms and conditions of Mtlexs Website. In such an event, Mtlexs reserve the right to forthwith remove/close the online store of the supplier (if applicable) without any prior intimation or liability to the Supplier.
11.2 Terms and conditions of use of Mtlexs, 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 supplier account and furnish such details about the supplier and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
11.3 Appropriate Privacy Policy, Disclaimers and Terms of Use on Mtlexsspot can be viewed and are all agreed upon by the supplier upon signing of this agreement.
12. LIMITATION OF LIABILITIES
12.1 Mtlexs on the basis of representation by the supplier is marketing the products of the supplier on the website (located at www.mtlexsspot.com) to enable supplier to offer its products for sale through the said website. This representation is the essence of the Contract. It is expressly agreed by the supplier or that Mtlexs shall under no circumstances be liable or responsible for any loss, injury or damage to the supplier, 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 supplier agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through Mtlexs website (including but not limited to quality, quantity, price, merchantability, and use for a particular purpose, or any other related claim) and shall hold Mtlexs 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 supplier or any of its representatives.
12.2 Mtlexs under no circumstances will be liable to the Supplier 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 Supplier 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 Supplier to have been deliberately caused by the company.
12.3 Although, Post selling if supplier receives the broken / damaged product / tempered packaging in case of Return to Origin (RTO), Reverse Pickup (RVP). Supplier has the right to claim reimbursement. Claim amount will be reimbursed post mutual discussion between supplier and Mtlexs.
13. TERMINATION AND EFFECT OF TERMINATION
The agreement will be terminated in case of:
13.1 Supplier fails to fulfill orders, number of times and Mtlexs issues warnings regarding delisting of supplier in case of continuous careless behavior.
13.2 If a Petition for insolvency is filed against the Supplier.
13.3 If the Supplier is in infringement of the third party rights including intellectual property rights.
13.4 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.
13.5 Effect of Termination:
13.5.1 In the event of termination of this agreement, Mtlexs shall remove the Links and shall discontinue display of the products on Mtlexs website with immediate effect if the product is not sold by any other supplier who is registered under Mtlexs supplier agreement.
13.5.2 Supplier has to bear any loss damage (direct, indirect or inconsequential) incurred by the supplier by the virtue of termination of this agreement. Mtlexs will be only involved in releasing the payment of orders, which are not delivered at that point of time and reimburse the claim in case of damaged product received.
14. JURISDICTION, GOVERNING LAW AND EX-PARTE ORDERS
14.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Mumbai only.
14.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
14.3 The company is entitled to obtain ex-parte ad- interim injunction orders restraining the Supplier 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 Supplier, its representatives, associates or assigns.
This agreement needs to be signed digitally by Supplier and it will be considered as Valid.
By implication or expressly accepting these Terms as a supplier, You also accept and agree to be bound by other mtlexsspot.com Policies, inter alia Privacy Policy, Terms of Use, Return/ Exchange Policies and such Policies which would be added/ amended from time to time.
If you have any questions about the terms, the practices of this site or your dealings with this Website, you can contact at contact@mtlexsspot.com
We reserve the right to change the Supplier agreement, Terms of Use, Return/Exchange Policies and Privacy Policy and such policies from time to time as seen fit, without any intimation to you, and your continued use of the site will signify your acceptance of any amendment to these terms.
You are therefore advised to re-read the Supplier agreement on a regular basis.
