Online Vendor Agreement (Version 1)
PLEASE READ THIS AGREEMENT CAREFULLY. By signing (using the online process) this Agreement on behalf of the applicant vendor named in the online application form for participation in the OHAANSZ Online Vendor Program (the “Vendor”), you acknowledge and signify the Vendor’s acceptance and agreement, without limitation of qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to submit the application and to sign and agree to this Agreement on behalf of the Vendor. If the Vendor does not agree with each provision of this Agreement or you are not authorized to sign and agree to this Agreement on behalf of the Vendor, then you may not submit an application on behalf of the Vendor or sign this Agreement on behalf of the Vendor.
If OHAANSZ in its discretion accepts the Vendor’s application to participate in the OHAANSZ Online Vendor Program, then OHAANSZ will send a notice to you by email advising you that the Vendor’s application has been accepted by OHAANSZ and confirming the Effective Date of this Agreement. OHAANSZ is not obligated to accept the Vendor’s application, and this Agreement will not be effective unless and until OHAANSZ accepts the Vendor’s application.
RECITALS: Vendor and OHAANSZ Trading LLC UAE & INDIA., and its affiliates and subsidiaries (“OHAANSZ.com”) are entering into this Online Vendor Agreement together with the Appendix set out below, which is incorporated into this Agreement by reference (“Agreement”) to set forth the terms and conditions applicable to OHAANSZ’s purchase of products (the “Products”) from the Vendor for resale to end consumers and commercial buyers (the “Customers”) through OHAANSZ’s sales channels including but not limited to its present and future OHAANSZ Trading and OHAANSZ.com™ retail stores and Internet web sites. For clarity, “Products” will include all packaging and any related materials accompanying the Products.
AGREEMENT GOVERNS: Unless otherwise agreed to in writing between the parties with an express reference to superseding the provisions of this Agreement, all Product purchase orders placed with the Vendor by OHAANSZ are subject to the terms of this Agreement and any additional terms and conditions found on Dealer’s purchase order, even if: (a) the purchase orders do not reference this Agreement; and (b) there are conflicting, inconsistent or additional terms in the Vendor’s acceptance or confirmation documentation or any of the Vendor’s standard forms or agreements, whether or not signed, used, acknowledged or otherwise accepted by OHAANSZ, either before or after the date of this Agreement.
APPLICATION TO OHAANSZ DIVISIONS, SUBSIDIARIES AND AFFILIATES: OHAANSZ is composed of multiple divisions representing separate brand identities, in addition to several subsidiaries and affiliates. Vendor agrees that each division, subsidiary or affiliate will have the right to purchase Products from the Vendor pursuant to the terms of this Agreement and will collectively be considered the “OHAANSZ” for all purposes under this Agreement.
APPLICATION TO CUSTOMERS: OHAANSZ has no control over the exact use or disposition of the Vendor’s Products by the Customers, and OHAANSZ will have no liability or obligation to the Vendor in any such respect under this Agreement or any other agreement between OHAANSZ and the Vendor.
PURCHASING OBLIGATIONS: OHAANSZ will have no obligation or liability to purchase all or any particular volume of any type of Products or parts from the Vendor. OHAANSZ does not guarantee, and is not obligated to issue, any particular number or type of purchase orders with the Vendor. OHAANSZ will not be liable to the Vendor for loss of business or revenues, or excess inventory, if OHAANSZ ’s purchase orders do not meet the Vendor’s expectations.
CUSTOMER INFORMATION: OHAANSZ is not required to maintain any records respecting the use or resale of the Products except for the records that it currently maintains, and will not be required to disclose such records to the Vendor. OHAANSZ may provide summarized information of a general nature on a confidential basis to be used solely for the Vendor’s market forecasting and scheduling requirements.
VENDOR CONTENT AND SAMPLES: Vendor will provide OHAANSZ with Product information relating to the marketing, sales and servicing of the Products, including without limitation, Product specifications, facts, claims, advertisements, images, and other textual, graphical, multimedia or other content regarding the Products (“Vendor Content”). Vendor hereby grants OHAANSZ a license to use, exhibit, excerpt, reformat, modify, reproduce, publish, publicly perform and transmit via the Internet and otherwise use such Vendor Content for the purpose of advertising and promoting the Products. Vendor will provide to OHAANSZ , at no charge, Product samples, adequate copies of any marketing and technical information, service manuals, detailed Product specifications, end-user warranties and other Product data and materials.
BRAND NAME USAGE: OHAANSZ will be entitled to make reasonable non-exclusive use of the trademarks and trade names associated with the Products (the “Marks”), for purposes of OHAANSZ's normal product marketing, advertising, servicing and sales activities, subject to any reasonable directions, guidelines or policies communicated by the Vendor (or by the owner of the Marks) to OHAANSZ. If the Vendor is not the owner of the Marks, then the Vendor will obtain the necessary permission from the owner of the Marks to enable OHAANSZ to use the Marks in accordance with this provision. Upon termination of this Agreement, OHAANSZ may continue to advertise and promote the Products, using the Vendor’s trademarks, trade names and Vendor Content until inventory depletion.
COMPETITIVE PRODUCTS: The Vendor acknowledges that OHAANSZ markets and sells a wide variety of goods, some of which may be competitive with the Products. OHAANSZ's relationship with the Vendor will not restrict any such marketing and sales activities by OHAANSZ.
FINANCIAL STABILITY: The Vendor will from time to time provide such financial and business information as may be reasonably requested by OHAANSZ, to establish to OHAANSZ's satisfaction that the Vendor: (a) is financially stable; and (b) has the resources and capabilities necessary to meet the Vendor’s current and future Product supply and applicable warranty and service obligations to OHAANSZ and its Customers under the terms of this Agreement. At the Vendor’s request, OHAANSZ will keep all such financial information confidential and will not disclose it to any other party other than its professional advisors.
INSURANCE: The Vendor will, at the Vendor’s own expense, maintain comprehensive general liability insurance including, without limitation, product liability insurance, all risks coverage and business interruption insurance I amounts reasonably satisfactory to OHAANSZ, naming OHAANSZ as an additional insured, to protect against claims for personal injury, death, property damage or otherwise, arising out of or in connection with the marketing, sale, use or service of, or other dealings related to, the Products. The insurance policy will contain a provision prohibiting its cancellation or any amendments without 30 days prior written notice to OHAANSZ . Vendor will procure and maintain throughout the term of this Agreement Umbrella coverage of not less than 1 million Dirhams (AED 1,000,000). Vendor’s insurance will be primary and required to respond to and pay claims prior to other coverage. At the request of OHAANSZ from time to time, the Vendor will provide OHAANSZ with a certificate of insurance as evidence of the above.
CONFIDENTIALITY: This Agreement and any information marked as confidential or, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not want it disclosed to the public will be considered to be Confidential Information. Further, Confidential Information will also include
(a) any document or data transaction between the parties
(b) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results
(c) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers (e.g., names and addresses), product plans, and marketing concepts, plans or strategies
(d) matters relating to project initiatives and designs
(e) matters of a human resources nature such as employment policies and practices, personnel, including individual names, addresses, and telephone numbers; compensation and employee benefits
(f) other information of a similar nature not generally disclosed to the public. Each party agrees not to disclose Confidential Information except to employees, or a third party subject to a similar confidentiality agreement, which have a need to know to perform their responsibilities.
Each party agrees to take at least the same precautions to protect Confidential Information as such party would utilize to ensure the protection, confidentiality and security of its own confidential information. Each Party, at its own expense, will properly use security procedures which are reasonably sufficient to ensure that all transmissions of documents are authorized and to protect its business records and data from improper access. Confidential Information will not include any information which
(a) is or becomes generally known or available through no act or failure to act by the receiving party
(b) is already known by the receiving party as evidenced by its written records
(c) is hereafter rightfully furnished to the receiving party by a third party without restriction on disclosure
(d) is disclosed in response to a valid order by a court or other governmental body, provided that the receiving party provides the disclosing party with prior written notice of such disclosure as soon as reasonably possible in order to permit the disclosing party to seek confidential treatment of such information.
Vendor warrants that it will not use any information provided by OHAANSZ pursuant to the terms of the Agreement to market directly to OHAANSZ customers. Upon the expiration or earlier termination of this Agreement, a party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Confidential Information provided to the other party.
REPOSSESSION: The Vendor will not seize any Products in the possession of OHAANSZ or its affiliates, their agents or Customers, or garnishee any funds or assets of OHAANSZ or its affiliates, without a final order of a Court of competent jurisdiction, obtained with prior notice to OHAANSZ, after all appeal periods with respect to such order have lapsed or otherwise been exhausted.
SECURITY INTERESTS: The Vendor acknowledges that there is no security interest or other encumbrance granted by OHAANSZ to the Vendor in the Products, and that all Products are free from all security charges, encumbrances and claims by the Vendor and by all third parties claiming through the Vendor. The Vendor will not register or otherwise attempt to apply a security interest in the Products.
INDEPENDENT CONTRACTOR: The Vendor is an independent contractor and not an agent or employee of OHAANSZ . OHAANSZ does not grant or agree to grant to the Vendor, and the Vendor will not have, any power of attorney, agency or other authorization to bind OHAANSZ or to act on its behalf in any manner.
REPRESENTATIONS/WARRANTIES: The Vendor represents and warrants to OHAANSZ that:
Ø The Products and Vendor Content delivered to OHAANSZ do not infringe any patent, trademark, copyright or other proprietary rights;
Ø The Products will be free from defects in material and workmanship, and will be fit and safe for the use(s) normally and reasonably intended;
Ø The Products are of merchantable quality and will perform in conformance with specifications and Vendor samples;
Ø It will provide a manufacturer’s warranty to end-users of the Products that is generally consistent with or superior to industry standards;
Ø The Products are not produced, manufactured, assembled or packaged by the use of forced labor, prison labor or forced or illegal child labor and that the Products were not trans-shipped for the purpose of mislabeling, evading quota or country of origin restrictions or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws.
COMPLIANCE WITH ALL LAWS: In providing the Products and Vendor Content to OHAANSZ and performing its other obligations under this Agreement, the Vendor will comply with all applicable laws including, without limitation, the requirement to provide bilingual (Arabic & English) labeling/documentation; any applicable product safety laws; any applicable requirements of the Country Standards Association.
INDEMNITY: The Vendor will indemnify and save OHAANSZ, its parent, subsidiaries and affiliates, and their respective customers, employees, directors, officers and agents harmless from and against all costs, expenses (including legal fees), damages, actions, causes of action, suits, claims, liabilities and judgments, which may be suffered or incurred by them, relating to
(a) Vendor’s breach of this Agreement, including but not limited to its representations and warranties
(b) acts or omissions of Vendor relating to the Products which includes, but is not limited to claims that the Products, or use thereof, caused personal injury, death, or real or personal property damage
(c) a Product recall, whether or not initiated by Vendor
(d) claims that the Products or any Vendor Content provided by Vendor or its agents infringes, misappropriates or injures a third party’s intellectual property or proprietary rights
(e) false or misleading Product specifications or other Vendor Content provided to OHAANSZ to promote and sell the Products
(f) claims that the Products or any particular Product do not satisfy any statutory or common law implied warranties, representations or conditions, including without limitation.
(g) non-compliance with any laws, rules or regulations, including without limitation the language requirements of the all labeling, product certification and non-interference requirements, resulting from the Products or the sale or use of the Products
(h) Vendor’s failure to promptly perform its obligations in connection with a manufacturer’s rebate offer. If a claim by a third party is made against OHAANSZ,
OHAANSZ will promptly notify Vendor of such claim but failure to give timely notice will not affect OHAANSZ’s rights provide the failure does not adversely affect vendor’s ability to defend such claim. Vendor will assume the defense thereof, with counsel selected by Vendor and reasonably satisfactory to OHAANSZ. Vendor will have control of the defense of any such action (other than administrative, criminal or quasi-criminal proceedings), including any appeals and negotiations for the settlement or compromise thereof and will have full authority to enter into a binding settlement or compromise; provided that, Vendor will not enter into any settlement or compromise which may adversely affect OHAANSZ without the OHAANSZ’s consent, which consent will not be unreasonably withheld.
LIMITATION OF LIABILITY: OHAANSZ's aggregate liability to the Vendor for any and all claims of any kind relating to the Products, will not exceed the unpaid price of those Products which directly give rise to, or are related to, the claims whether based on contract, negligence, strict liability, tort or otherwise.
RISK OF LOSS: Risk of loss or damage and title to the Products will pass to OHAANSZ only upon delivery of the Products into the possession or custody of OHAANSZ or Best OHAANSZ’s carrier as applicable at the destination specified by the OHAANSZ.
SHIPPING TERMS: Shipping terms for all shipments under this Agreement shall be Delivered Duty Paid, as per the International Chamber of Commerce’s Incoterms , at the destination specified by OHAANSZ. For clarity, Vendor shall be responsible for clearing the goods for export and for making them available to OHAANSZ at the named place of destination (point of delivery), cleared for import (Customs clearance, duties and taxes paid), but not unloaded from the transport vehicle. Vendor will follow the terms and conditions stated in the shipping operational guidelines, found at shipping policy section, which are a part of this Agreement and incorporated herein by reference and may be modified or amended from time to time. OHAANSZ requires foreign vendors of imported goods to scrutinize and, where necessary, develop sufficient security measures within their own supply chain. Vendor represents and warrants that all information provided by Vendor regarding the country of origin of the Products is true and correct as defined by the applicable law of the jurisdiction of destination for the Product. Vendor will be listed as the Importer of Record. Vendor shall deliver Vendor Direct Product in to carrier(s) designated by OHAANSZ using OHAANSZ’s account with carrier(s).OHAANSZ shall specify the delivery location and delivery date on the applicable purchase order. Vendor shall intercept fraudulent packages and file tracers, as applicable. Any customer facing documents will identify OHAANSZ as shipper of the product.
WARRANTY SERVICE: The Vendor agrees to adhere to the Warranty Service and Return Procedures, which are a part of this Agreement and incorporated herein by reference and may be modified or amended from time to time, in connection with the Products, whether or not the Vendor is the manufacturer of the Products. The terms specific to each Product or Product line will be set out in a separate Reverse Logistics Program in the form set out as Returns and Warranty Programs laid out on pages below to this Agreement. If the Vendor is not the manufacturer of the Products, then the Vendor will obtain the necessary covenants and agreements from, and make any necessary arrangements with, the manufacturer of the Products to enable: (a) OHAANSZ and its Customers to deal directly with the Vendor, as though the Vendor were the manufacturer of the Products, on all warranty matters during the Products’ warranty periods and all other service matters during the Products’ expected lifetimes; and (b) the Vend or to comply with the terms of this provision. The Vendor agrees to honor all valid warranty claims and other warranty obligations to the Customers during the Products’ warranty periods, including without limitation any statutory or common law implied warranties, representations or conditions, including without limitation, implied warranties , and to otherwise service the Products during their expected lifetimes, notwithstanding the termination or expiration of this Agreement. If the Vendor does not honor its warranty obligations, then OHAANSZ has the right, but not the obligation, to undertake and continue the Vendor’s Product warranty and service obligations to support OHAANSZ’s Customers, at the Vendor’s expense, and to offset the costs thereof against any amounts due to the Vendor.
FAILURE TO PERFORM: If the Vendor should fail to perform the Vendor’s warranty obligations under paragraph 22, then: (a) upon the request of OHAANSZ, the Vendor will provide OHAANSZ with a guarantee, in a form acceptable to OHAANSZ, from the Vendor’s affiliate or from another party acceptable to OHAANSZ, guaranteeing the payment and performance of the Vendor’s warranty obligations to OHAANSZ and the Customers throughout the Products’ warranty periods; and (b) OHAANSZ may hold back a sufficient portion of any amount owing by OHAANSZ to the Vendor, and apply such amount against any costs or expenses incurred by OHAANSZ in connection with covering the Vendor’s warranty obligations under this Agreement. All such holdback amounts that are not so applied by OHAANSZ will be returned to the Vendor upon the expiry of the applicable warranty periods.
PARTS SUPPLY: During the term of this Agreement and for a period of five years following termination thereof, Vendor will promptly supply equivalent replacements parts for the Products to OHAANSZ. The cost for such parts will be equal or less than the lowest cost such parts are provided to any other third party.
RETURN PRODUCT: The Vendor will grant OHAANSZ an open “Return Material Authorization” for Products:
(a) in those cases stipulated in the Warranty Service and Return Procedures, and otherwise perform its return obligations in accordance with the specifications set out in the Appendix laid out on pages below and the Warranty Service and Return Procedures set out
(b) that are the subject of a third party claim of intellectual property right infringement
(c) that are not developed, manufactured, supplied, packaged, or labeled in accordance with the specifications set out in this Agreement, including without limitation, all applicable laws, rules, regulations, industry standards, language requirements and certifications
(d) that are shipped in error or in non-conformance with OHAANSZ’s purchase order
(e) that have caused injury to person or property
(f) that are damaged
(g) are returnable as a Defective Product
(h) contained in their original, unopened packaging. For purposes of this Agreement
“Defective Product” means any Product that is visually or operationally defective and Product that has been returned and deemed defective by a customer in accordance with OHAANSZ’s end-user return policy. OHAANSZ’s end-user return policy allows for the return of most Products with or without cause for a specified period after purchase, regardless of whether the packaging has been opened or whether the Product is actually defective. If the Vendor fails to perform any of its return obligations, then OHAANSZ may store the Products that would have been returned to the Vendor had an open Return Material Authorization been issued, and, if the Return Material Authorization is not issued to OHAANSZ within 30 days, then OHANNSZ may deduct from any amounts owing to the Vendor the cost of such Products and an additional charge for storing and disposing of such Products in its warehouse. OHAANSZ may dispose of such Products without liability to Vendor 30 days following written notice to Vendor of Vendor’s failure to accept the return Product. All Products returned to the Vendor by OHAANSZ will be credited by the Vendor to OHAANSZ’s account. All Products returned to the Vendor by OHAANSZ(other than overstock) will be shipped to the Vendor at the Vendor’s complete expense, on a carrier chosen by the Vendor, and if the Vendor fails to choose a carrier, then on a carrier chosen by OHAANSZ. All overstock Products returned to the Vendor by OHAANSZ will be shipped to the Vendor at OHAANSZ’s expense. If the parties agree to a return allowance, such allowance will replace OHAANSZ’s right to return Products as provided herein, except that if the actual return rate for a particular Product exceeds the applicable allowance, OHAANSZ may either adjust the allowance accordingly or return the excess Product to Vendor for full credit or refund. A return allowance will have no effect upon OHAANSZ’s return rights as otherwise provided in this agreement. Vendor and OHAANSZ agree that no GST, HST,VAT or QST, as applicable, will be applied to debit or credit notes issued for returns. For eligible Customer Vendor Direct Product returns all Product purchased via Vendor Direct fulfillment can be returned
(a) direct to any OHAANSZ store location and processed under the terms of this Agreement or
(b) via mail according to packing slip standards outlined by OHAANSZ to the OHAANSZ Product return Center.
Undelivered returns should be routed back to the OHAANSZ’s return center. In the event an undelivered shipment is routed back to Vendor, the return should be processed as an authorized return and cost of goods credited to OHAANSZ, credit memo will be mailed to OHAANSZ immediately upon being issued. Vendor agrees to notify OHAANSZ of any undelivered product within 48 hours of receipt
REMOVAL OF IDENTIFICATION AND INFORMATION: Vendor is responsible for removal of all personal information including, but not limited to, sales receipts, addresses, phone numbers, images, files, credit card numbers and other information belonging to customers or otherwise residing on any Products (collectively “Customer Information” ) returned by OHAANSZ to Vendor (“Return Products”). Vendor is responsible for expunging Customer Information in a manner which ensures that it cannot be recovered. Vendor agrees to remove from any Return Products prior to their sale, transfer, or disposal:
Ø all Customer Information
Ø in the event that any of the Return Products are computers or other consumer electronics containing memory or other storage (for example: cellular telephones, PDAs, digital cameras, hard drives, digital media, video cameras, MP3 Players, and gaming consoles), Vendor agrees to delete all files and other information contained thereon, except for the standard software programs or chips originally installed by the manufacturer of such Return Products provided such standard software programs or chips do not contain Customer Information
Ø all OHAANSZ identification marks including, but not limited to: labels, sku numbers and bar codes. Vendor agrees to indemnify and hold OHAANSZ harmless from and against any third party claims, demands, actions or causes of action arising out of or in connection with Vendor’s subsequent sale, transfer or disposal of the Return Products or the failure of Vendor to meet its obligations under this Section. Vendor agrees to comply with all provincial, federal and local rules and regulations with respect to the sale, transfer and disposal of the Return Products. This section will survive the termination or expiration of this Agreement.
PROGRAM TERMS AGREEMENT: OHAANSZ and Vendor may agree upon certain business terms from time to time concerning matters such as Products, pricing, market development and cooperative advertising funds, invoice credit terms, stock rotation, volume rebates, new store allowances, etc. Such terms will be contained in the Appendix, as amended from time to time by the parties. A separate Program Agreement may be entered into between the parties with respect to particular Product categories, or to distinguish terms relating to purchases made on behalf of a particular division, affiliate or subsidiary of OHAANSZ . In the event of conflict between business terms of any Program Agreement and this Agreement, the business terms contained in such Program Agreement will control.
PAYMENT TERMS: Payments terms are specified in Program Terms. Payment shall not be considered late by Vendor if payment is sent by OHAANSZ within one (1) week of the due date or if payment is delayed because of an indebtedness of Vendor to OHAANSZ. Payment will be transmitted to vendor via EFT (Electronic Fund Transfer). Vendor to enroll via OHAANSZ’s website at www.ohaansz.com.Vendor shall electronically invoice OHAANSZ on the same day Vendor Direct Product is shipped. Such invoice shall contain the cost of goods sold on the purchase order. The designated credit term shall commence upon receipt of the advances shipment notification from Vendor.
SET OFF: Any sums owing or payable to the Vendor by OHAANSZ will be subject to any claims and defenses made by OHAANSZ against the Vendor. OHAANSZ may set off and deduct against such sums all present and future amounts owing by the Vendor to OHAANSZ, whether arising under this Agreement or otherwise, including without limitation, all expenses, costs and damages incurred by OHAANSZ in connection with the Products as a result of the Vendor’s acts, omissions or negligence. OHAANSZ may create and hold a reserve from amounts owing to Vendor against anticipated liabilities owing by Vendor to OHAANSZ, including without limitation any liabilities in respect of future warranty and indemnity obligations.
DEDUCTIONS: The Vendor agrees that all invoice discrepancies, returns, promotional funds and coop and volume discounts will be deducted from any amounts owing by OHAANSZ to the Vendor.
DEBIT BALANCES: The Vendor agrees that when the Vendor is in a debit balance on OHAANSZ’s accounts, then the Vendor will deduct the amount owed to OHAANSZ from the Vendor’s next invoice to OHAANSZ or, within 30 days of a request from OHAANSZ, the Vendor will deliver a cheque to OHAANSZ for the full amount of the debit balance. In no event will OHAANSZ be obligated to take a credit against future purchases.
REMEDIES: No exercise of any right or remedy by OHAANSZ will preclude OHAANSZ from exercising either independently or in combination, any other right or remedy available to OHAANSZ by operation of law or otherwise. In the event Vendor fails to meet its obligations in this Agreement, OHAANSZ may take any or all of the following actions as may be appropriate:
(i) temporary or permanent removal of a SKU from the assortment, (ii)charge backs for third party costs associated with any such failure,
(iii) termination of the Agreement. The exercise by OHAANSZ of any such right or remedy will not result in OHAANSZ having any liability for any resulting loss or damage to the Vendor or the Vendor’s business.
PURCHASE ORDER TERMS: Shipment of Products by the Vendor in response to a OHAANSZ purchase order will be deemed to be acceptance by the Vendor of the prices, quantities, expected delivery date and other additional terms set out in the purchase order. If the Vendor does not agree with the purchase order terms, then the Vendor must obtain an amended purchase order from OHAANSZ before shipping the Products to OHAANSZ. OHAANSZ is not obligated to receive or accept Products shipped against a purchase order when the terms and conditions of the purchase order have not been met by the Vendor. OHAANSZ may amend or cancel any purchase order delivered to the Vendor at any time prior to the shipment by the Vendor to OHAANSZ of the Products specified in the purchase order. All Vendor invoices must be sent via Electronic Data Interchange (EDI) to OHAANSZ. Purchase price for Vendor Direct Product must be negotiated and agreed to by OHAANSZ prior to effective date of price. Vendor must provide OHAANSZ with thirty (30) days written notice of any pricing changes. Any purchase prices that do not comply with the forgoing will not be applicable. Vendor will not reject or delay processing of any purchase orders from OHAANSZ due to pricing discrepancies, provided that the purchase order pricing complies with the current price list.
INTEREST: If the Vendor is in default of any of the terms of this Agreement, or if the Vendor is in a debit balance on OHAANSZ’s accounts (which debit balance cannot be offset against any amounts owing by OHAANSZ to the Vendor) then the Vendor will pay OHAANSZ interest at the rate of 3% per month (36% per annum), calculated monthly and not in advance, on all amounts owing by the Vendor to OHAANSZ until paid in full by the Vendor including, without limitation, on any expenses, costs, legal fees or disbursements incurred by OHAANSZ as a result of or in connection with such default.
DISCONTINUED PRODUCTS: A “Discontinued Product” will mean any Product that Vendor has stopped manufacturing or any Product that undergoes a change in appearance or packaging. Vendor agrees to provide OHAANSZ with at least 90 days advance written notice of the occurrence of a Discontinued Product, or as soon as possible in the event that the discontinuance is caused by actions taken by a supplier of Vendor. Upon notice of a Discontinued Product, OHAANSZ may, without penalty or liability, cancel any outstanding purchase orders pertaining to the Discontinued Product. With respect to OHAANSZ’s existing inventory of Discontinued Product, OHAANSZ may, in its sole
discretion, either return such Discontinued Product at any time to Vendor for full credit or refund, or Vendor and will negotiate a cost markdown of such existing inventory.
OPERATIONS STANDARDS: Other terms that are relevant to doing business with a particular division, affiliate or subsidiary of OHAANSZ may be found in operational guidelines published on www.ohaansz.com , which are a part of this Agreement and incorporated herein by reference. Operational guidelines include but are not limited to Routing and Shipping Guides, Warranty Service and Return Procedures, Vendor Direct Fulfillment Policies and Procedures, Accounting Guidelines, Vendor Claims Guidelines, SKU Set Up Policy and Guidelines, all of which may be updated from time to time by OHAANSZ upon notice to Vendor. Vendor will have thirty (30) days to comply with policy changes from the date they are published. Vendor acknowledges it has reviewed and can support the operations standards.
TERM: The term of this Agreement will be for a period of one year commencing on the date of acceptance of Vendor’s application by OHAANSZ by email (the “Effective Date”). This Agreement will be automatically renewed for successive 12-month periods unless it is earlier terminated in accordance with the provisions of section 38 below.
TERMINATION: This Agreement may be terminated by either party at any time upon 30 days prior written notice to the other. This Agreement may be terminated immediately by either party upon written notice to the other if the other party: (a) is wound-up or dissolved or otherwise ceases to carry on business; (b) becomes bankrupt or insolvent; (c) makes an assignment for the benefit of its creditors or proposes a composition or arrangement with its creditors generally; or (d) appoints a receiver or a receiver-manager (or if one is appointed) to the other party or any of its assets.
The provisions of sections 8, 12, 13, 14, 16, 17, 18, 19, 22, 23, 24, 25, 26, 27, 29, 30, 31, 32, 34, 35, 36, 38, 40, 41, 42, 44, 45 and 46 will survive the termination of this Agreement.
ENGLISH LANGUAGE: This Agreement and all related documents have been drawn up in the English language at the express wish of the parties.
ASSIGNMENT: This Agreement may not be assigned by the Vendor either directly or indirectly, by way of an amalgamation, by operation of law or otherwise, without the prior written consent of OHAANSZ, and any attempt to do so will be void and of no effect. If the Vendor is not a publicly traded company, then a change of the Vendor’s voting control will be deemed to be an assignment for purposes of this Agreement.
ANTI-CORRUPTION: Vendor agrees that neither it, nor anyone acting on its behalf, will violate any anti-bribery or anti-corruption laws or international anti-bribery standards, regardless of their technical applicability to Vendor and including but not limited to the International Foreign Public Officials Act.
AUDIT: OHAANSZ may, upon reasonable written notice to Vendor, audit Vendor’s legal compliance, processes, locations and standards relating to the Products and the terms of this Agreement, including but not limited to Vendor’s product safety and certification compliance. Such audit will be conducted during regular business hours at the location specified by OHAANSZ. Such audit may be conducted by OHAANSZ alone or together with qualified individuals experienced in such audits, at the option of OHAANSZ . In the event of any such audit, Vendor will extend reasonable cooperation to OHAANSZ, including, without limitation, providing all reasonable documentation required to complete the audit. Upon OHAANSZ’s request, Vendor will provide OHAANSZ with copies of any testing certificates Vendor has received for the Products. If Vendor cannot provide testing certificates for the Products, OHAANSZ may request that Vendor perform such Tests/Certifications OHAANSZ, in its sole discretion, deems necessary, at Vendor’s cost. Should such audit reveal that Vendor is not in compliance with its obligations pursuant to this Agreement or if Vendor is unable to provide a testing certificate for the Products, OHAANSZ may, at its sole discretion, terminate this Agreement immediately or require Vendor to bring itself into compliance within a timeframe established by OHAANSZ.
NOTICES: All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing and will be deemed to have been duly given if hand-delivered or mailed by either registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, receipt confirmed. In the case of notices via first-class mail or courier service, notices will be deemed effective upon the date of receipt. Notices will be addressed to the parties as set forth below, unless either party notifies the other of a change of address, in which case the latest noticed address will be used:
Notices to OHAANSZ.com , OHAANSZ Life Trading LLC, Main Office Block- Office # 108, SHAMS Free zone, Sharjah- United Arab Emirates.
GENERAL: This Agreement, including any website references, addenda or exhibits attached hereto or incorporated by reference, contains the entire Agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements, negotiations and oral understandings, if any, and may not be amended, supplemented, or modified by Vendor without an amendment in writing and signed by authorized representatives of OHAANSZ. OHAANSZ may amend this Agreement upon prior written (via email) notice to Vendor. Vendor may terminate this Agreement pursuant to section 38 if such amendment is unacceptable to Vendor. The headings appearing in this Agreement are for convenience of reference only and in no way limit or enlarge the interpretation or meaning of this Agreement. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, such provision will be more narrowly and equitably construed so that it becomes legal and enforceable, and the entire Agreement will not fail on account thereof and the balance of the Agreement will continue in full force and effect. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party will be deemed, by any act or omission, to have waived any of its right or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any other right or remedy, or as to a subsequent event. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Each of the parties hereto has been represented by its own counsel. In the event of a dispute, no provision of this Agreement will be construed in favor of one party and against the other by reason of the draftsmanship of this Agreement. Time will be the essence of this Agreement. A copy of this Agreement will be emailed to the email address entered in the “New Vendor Questionnaire”
IMPORTANT: The accrued programs will be calculated and billed based on OHAANSZ Net Purchases. Net Purchase equal purchases less returns less price protection. The billing cycle refers to OHAANSZ Fiscal Calendar. All programs will have an Effective Date of the account set-up date. The programs will be permanent from the Effective Date until new allowances are negotiated at which time a Vendor Program - Appendix A2 will require vendor signature.
Vendor accepts Defective Returns, Open Box Returns, and Factory Fresh Returns.
Ø RTV Days Defective: 30
Ø RTV Days Open Box: 30
Warranty Program:- Product warranty: at vendor's discretion (min. 30 days)
*Warranty: A standard warranty that’s offered by the vendor to the customer and excludes any extended warranties either purchased or offered with registration or enhanced services. Warranty days should align with details printed on the warranty information included with customer’s product.
Warranty type: CCV (Customer Contacts Vendor) by telephone
Note: Customers are not to incur any costs for warranty support. If customer shipping is required, shipping costs both to and from Vendor's service location must be covered by the Vendor and the service location. Customer telephone support must be available in English by means of a toll-free number.
vendors-The new norms dictate that marketplaces cannot mandate any seller to sell any product exclusively on the marketplace. Consumers may no longer enjoy the deep discounts offered by retailers that have a close association with marketplace entities. The absence of large retailers will, however, bring relief to small retailers selling on these platforms. Traders running traditional brick-and-mortar stores, who now find it difficult to compete with the large e-commerce retailers with deep pockets, could gain
Vendor’s Terms and Conditions
This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (defined below).
These Terms & Conditions (“Terms”) form part of the Vendor Agreement (“Vendor Agreement”)entered into between the OHAANSZ Trading LLC, a company incorporated under the Companies Act, 1956 having its registered office Tc 37/1721, west Street, fort, Tvm 695023, India ("Company") and you, the Vendor ("Vendor"). The Terms are incorporated in the Vendor Agreement by way of reference and constitutes part of the binding Vendor Agreement executed between the Company and the Vendor.
The domain name www.ohaansz.com (hereinafter referred to as “Portal/Website") is owned by the Company and operates as an online e-commerce marketplace for the display, advertising and sale of healthy lifestyle products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the Customers / users of the Portal on behalf of the vendors (as the vendor’s service provider). The Company shall act as Vendor’s service provider for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
a. The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor on the Portal. Based on market analysis conducted by the Company, the Company may make recommendations to the Vendor from time to time on the specific Products and the quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by the Vendor through the Portal. The Vendor shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.
b. The Vendor shall exclusively offer for display, advertising and sale certain Products, as specifically agreed in the Vendor Agreement, through the Portal only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any other entity to provide any services similar to the Services without first obtaining the prior written approval of the Company.
c. The Products offered for sale by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has furnished a no objection certificate from the owner/manufacturer of the Products in the format provided by the Company and annexed to the Vendor Agreement.
Services to be provided by the Company As part and parcel of the Services, the Company shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
a. Facilitation of Sale of Products through the Portal:
Ø The Vendor authorizes the Company to, on behalf of the Vendor, provide to Customers/ users of the Portal:
o Information and assistance in relation to the listed Products and sales thereof,
o Information in relation to status of the order placed by Customers, and
o Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
Ø The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.
Ø The Vendor authorizes the Company to place;
o a description of the Vendor (including but not limited to description of Suppliers, where so directed by the Vendor) and
o description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the Portal.
o Vendor rating based on vendor performance and customer reviews.
Ø The Vendor authorizes and acknowledges that the Company shall offer end of season sale discounts on the Portal twice a year i.e. for the period 1st July – 31st August and 1st January to 15th February, each year. Such discounts shall be borne by the Parties in the manner agreed in the Vendor Agreement.
Ø The Vendor authorizes the Company to offer certain discounts during the year (other than EOSS) wherein the discount % and sharing ratio shall be decided mutually between the Vendor and the Company from time to time.
i. The Company shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
ii. The costs of such advertisement shall be borne by the Vendor as mutually agreed between the Company and the Vendor as per terms of the Vendor Agreement.
iii. The Company shall inform the Vendor of the date(s) that have been assigned for the shoot of the Products in relation to display of the Products on the Portal and the advertisements. It shall be the obligation of the Vendor to provide samples of the Product selected for display on the Portal at least 10 (ten) calendar days in advance of the day for shoot.
c. Quality and Quantity Assurance:
i. Prior to the advertising of a Product on the Website, the Company shall carry out a quality assessment of the samples provided by the Vendor for the shoot based on the relevant quality parameters prescribed by the Vendor (“Quality Parameters”).
ii. Where sample Products do not satisfy the Quality Parameters, the Company shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the Company out of such replaced, repaired or improved or upgraded Products and the process of assessing the quality thereof shall be carried out again.
iii. Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the Quality Parameters.
iv. Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, within 2 (two) business days, ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above) for servicing customer orders, and provide the stock summary to be uploaded on the site (“Stock Statement”).
v. Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, from such Product(s) or stated quantities thereof becoming unavailable, update the inventory on site.
vi. In case, the Product is being shot by the Company and thereafter, the Vendor is unable to make the Product available for display and delivery through the Portal for at-least a period of 30 (thirty) days, the Vendor shall be liable to pay INR 500 as photography cost per Product.
d. Ordering, Packaging and Delivery:
i. The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website.
ii. Upon receiving the confirmation of the order by the Customer, the Company will update the details of the confirmation of the order on the internal portal which the Company shall maintain for the Vendor.
iii. The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the Company shall be entitled to, and be deemed to have been authorized by the Vendor, to collect directly or through its nominees or third party service providers, the relevant Product(s) from the Vendor for the purposes of delivering to the Customer on behalf the Vendor, within 24 hours of the confirmed order being received on the Portal. The Vendor will use packing material mutually agreed with the Company to package the Product and keep it ready for collection. The materials and collaterals to be used for outermost package layer shall be provided by the Company.
iv. The Vendor shall ensure to provide all relevant authorizations in favor of the Company to facilitate aforesaid collection of the relevant Products from the Vendor.
v. Before arranging the delivery of the relevant Products to the Customer on behalf of the Vendor as a service provider, the Company may verify, on behalf of the Vendor as a service provider, the consignment against the confirmed order placed by the relevant Customer, and such other Quality Parameters as may be reasonably required or specifically instructed.
vi. For the avoidance of doubt, it is hereby clarified and the Parties agree that by carrying out the quality assessment exercise on behalf of the Vendor of the Products envisaged as above, the Company is not assuming any liability or responsibility for such exercise or arising in connection therewith.
vii. The Company shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.
e. Invoicing and Collection and Payments:
i. The Vendor will generate, print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the Company. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the Company’s policy from time to time. The Vendor agrees to book the same in their books against which the Company will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to the Vendor.
ii. It is agreed that the Vendors who have opted to bear the freight charges under the Vendor Agreement will be liable to pay the following charges:
(a) For every order shipped: INR 50 per 500 gms (or any portion thereof) of the weight of the product so shipped + INR 50 for any additional 500 gms or part thereof; and
(b) For every order returned: INR 50 per 500 gms (or any portion thereof) of the weight of the product so returned + INR 50 for any additional 500 gms or part thereof; and
iii. The Company shall collect the payments from the Customers on behalf of the Vendors its service provider.
4. Payment Terms
a. The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time.
b. The Company shall generate and provide to the Vendor fortnightly reports of the Products that are being delivered which reports shall contain details of the orders placed, the sale amounts invoiced, sales not delivered and hence RTO (return to origin) and any returns by the Customer as per the R&R Policy (as defined below) (“Reports”).
c. It is hereby clarified that Company shall not be required to provide any other information(including any confidential information or any information about the Customers) to the Vendor vide such Reports or otherwise and any such information shall be the proprietary information of the Company.
d. The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a “relevant fortnight”), the Company shall remit to the Vendor the sale proceeds of the Products which have been duly delivered to the Customers during a relevant fortnight after deducting there from
(i) the Company’s Margin on the Products sold and delivered to the Customers as agreed in the Vendor Agreement ("Margin”)
(ii) any other costs incurred by the Company in relation to provision of other Services, as agreed under the Vendor Agreement(including without limitation the shipping charges, COD charges, advertisement costs etc.)
(iii) any adjustments for any RTO and returns received from the Customers within three (3)months from the date of delivery of Products to a Customer
(iv) all other amounts due and payable by the Vendor to the Company on accordance with these Terms & Conditions and/or the Vendor Agreement.
e. The Margin retained by the Company shall be subject to applicable withholding taxes (wherever applicable). Accordingly, the Company shall reimburse the TDS amount so deductible on the Margin to the Vendor (if and as agreed in the Vendor Agreement). The Vendor shall issue a TDS certificate to that effect to the Company within 30 days of the end of a calendar quarter failing which the Vendor shall be liable to pay/reimburse to the Company such TDS amount. The aforesaid amounts shall be adjusted in the ensuring fortnightly payment by the Company to the Vendor.
5. Return & Refund
a. The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.
b. The Vendor has been provided a copy of the R&R Policy or has been given access to the R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to the Vendor.
c. The Company shall prominently display the R&R Policy on the Portal so that the Customers are aware of the R&R Policy.
d. If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the Company shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the Company to the Vendor. The Vendor hereby agrees that such adjustments can be made from the amounts payable by the Company to the Vendor up to a period of 3 (three) months from the date of delivery of Products to the Customer.
6. License to Make Use of Intellectual Property
a. The Vendor hereby grants to the Company for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company as contemplated hereunder.
b. In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Company, prior to the display / advertising of such Products on the Portal. A ‘no objection certificate’ in this regard shall also be procured by the Vendor from the Supplier in the format annexed to the Vendor Agreement and the same shall be submitted with the Company prior to display of such Products on the Portal. In the event the Company receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the Company shall forward such claim to the Vendor and the Vendor shall be liable to defend such claims and keep the Company harmless and indemnified against the same. The Company may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the Company and the Vendor shall have no objection to the same. The Company may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
c. It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favor of the Company except the limited license to use the Intellectual Property for the purposes of providing the Services by the Company.
d. The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.
7. Obligations of the Vendor
The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and aftersales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regard.
8. Obligation of the Company
a. Company shall take reasonable steps to specify for Customer awareness on the Portal, the warranty period and terms of such warranty as communicated to it by the Vendor in relation to the Products displayed on the Portal.
b. The Company shall maintain the proper and valid registration of its domain name in relation to the Website during the Term at its own costs.
9. Title and Risk in relation to the Products
a. No risk or title to the Products shall pass to the Company at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.
b. Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
The Parties shall keep all negotiations confidential and maintain the contents of these Terms &Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of
(i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and
(ii) disclosures required by law.
a. These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms hereof (“Term”).
b. The Vendor Agreement may be terminated by either Party in accordance with the following:
i. Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the nonbreaching Party, the non-breaching Party shall be free to terminate the Vendor Agreement forthwith;
ii. Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Vendor Agreement forthwith.
iii. Either Party may terminate the Vendor Agreement upon one month’s prior notice in writing if
(a) the other Party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors
(b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment
(c) such Party commences any proceeding for relief from its creditors in any court under any insolvency statutes.
iv. The Company may
(a) forthwith terminate the Vendor Agreement where the Company reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the Company and / or the Website
(b) terminate the Vendor Agreement by giving a 1 (one) months’ notice in writing to the Vendor.
c. Consequences of Expiry/Termination: Upon termination of the Vendor Agreement:
i. The Company shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
ii. All orders in relation to the Products of the Vendor that have been received prior to the termination of the Vendor Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of termination hereof, shall be honored and completed, notwithstanding any termination hereof, in accordance with the terms of these Terms & Conditions and the R&R Policy; and the Vendor agrees and undertakes to co-operate with the Company for the same.
iii. The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the Company under the Vendor Agreement, including any amount refunded by the Company to the Customer after the termination, which shall be paid by the Vendor to the Company immediately upon receipt of any demand from the Company in this regard.
iv. The Company shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the Vendor in accordance with the terms of this Agreement.
v. The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
vi. Within forty five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the Company a “no due certificate”, to the satisfaction of the Company.
12. Intellectual Property Rights
a. The Company shall own all rights in any intellectual property created by the Company under these Terms & Conditions, including material, designs, graphics created and / or developed by the Company.
b. Subject to the provision of contained herein, the Company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the Portal / Website.
13. Representation and Warranties of the Vendor
a. The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.
b. The Vendor has procured all necessary registrations/permits as required under applicable laws for sale of Products through the Portal (including without limitation registration under applicable laws pertaining to sales tax and VAT of the relevant states). The Vendor further represents that the Vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Company shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity obligations of the Vendor contained herein shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
c. The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the Vendor Agreement.
d. All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
e. The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Company.
f. The Vendor agrees to add link of Limeroad.com with text “Find us on Limeroad.com” on their website/ blog.
g. Further, as per Information Technology (Intermediaries Guidelines) Rules, 2011, the Vendor agrees and undertakes that it shall not provide photographs/images of Products for display, upload, modify, publish, transmit, update or share any information or share/list(s) any information relating to the Product that:
i. is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
ii. harm minors in any way;
iii. infringes any patent, trademark, copyright or other proprietary rights;
iv. violates any law for the time being in force;
v. deceives or misleads the addressee about the origin of such messages;
vi. communicates any information which is grossly offensive or menacing in nature;
vii. impersonate another person;
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Company’s Website or Portal; or
ix. threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation
Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party and the other Party’s officers, directors, employees and agents ( collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with the Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any such claims.
15. Limitation of Liability
In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such images or claims. Company’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by the Company in the preceding 6 months under the Vendor Agreement.
In the event of non-adherence of these Terms & Conditions by the Vendors resulting into the occurrence of either of the following instances shall attract a penalty of INR 500 (Rupees Five Hundred Only) per instance:
(a). inability to meet the orders, whether due to inadequacy of stocks or otherwise, in which case the penalty shall be per order
(b) . Returns due to bad/defective product
(c). Returns due to wrong size of the products shipped by the Vendor
(d). Returns due to delivery of wrong products it is hereby acknowledged by the Vendor that out of the penalty amount, INR 250 will be passed on by the Company to the Customer concerned (or customers in general) as an apology gesture for less than satisfactory shopping experience in case such instances occur and the remaining INR 250 shall be retained by the Company as costs of marketing/ processing the order.
17. General Clauses
Ø The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
Ø These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
Ø These Terms & Conditions are applicable for all Vendors and may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company.
Ø The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company.
Ø The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
Ø If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.
Ø Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.
Ø Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.
18. Electronic Execution
These Terms & Conditions are being executed electronically and each Party recognizes that the ame is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed at Trivandrum- India or Sharjah- UAE.
19. Governing Law and Jurisdiction
These Terms and Conditions together with the Vendor Agreement shall be read and construed in accordance with the laws of India. All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of courts at Trivandrum, India or Sharjah, UAE.
No look or product on the website is recommended, approved or endorsed by any celebrity. The scrapbooks are created by users of the Website and are purely artistic conceptualizations and indicative of similar line of products or style. OHAANSZ does not in any way assert or represent that the Products are of the same brand as worn by the celebrities. Except when stated to the contrary all images of third parties including any images of or from movies are in no way affiliated/associated or linked with OHAANSZ and the user shall not rely on the existence of such affiliation/connection. When a movie name/title is referred to, it is used solely to describe/identify such similar Products and in no way is an assertion that such products or such association is endorsed or promoted by such movie/celebrity. OHAANSZ shall in no case be responsible or liable for any such content generated by the users on the website.
Furthermore, it has come to our notice that fake lucky draws, fraud and scams are being circulated on behalf of OHAANSZ by certain individuals/entities claiming they are representatives or subsidiaries or under contract with OHAANSZ .
OHAANSZ does not Send job offers, lucky draws or any scams by post, courier or email services. Request payment of any kind from you for any lucky draw etc.
Authorized anyone to either collect money or arrive at any monetary arrangement in return for a prize against a lucky draw, fraud or any scheme.
OHAANSZ reserves the right to take legal action, including criminal action, against such individuals/entities.
For any concern and if you receive any unauthorized, suspicious or fraudulent offers , Please write an email to us at firstname.lastname@example.org