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This SELLER AGREEMENT (“Agreement”) is entered

BY AND BETWEEN:

M/s Choices Prosperity Solutions India Private Limited, a company incorporated under the Companies Act, [1956] and having its registered office at B-217-220, Bonanza, Sahar Plaza, Near J. B. Nagar Metro Station, Andheri Kurla Road, Andheri East, Mumbai – 400059. (hereinafter referred to as the “Choices”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the ONE PART;

AND

The Company / Manufacturer / Distributor of Manufacturer, registered on platform for listing his products and having its registered office at (As mentioned in the user account) (hereinafter referred to as the “Seller”, which expression shall unless repugnant to the context or meaning thereof mean and include its successors and permitted assigns) of the OTHER PART.

“Parties” shall mean collectively Choices and Seller and “Party” means each of Choices and Seller individually.

WHEREAS:

A. Choices is engaged in inter alia, facilitating an online platform (“www.destamart.com”) for the listing of agro-based products and services (“Business”), on a business-to-business model.

B. The Seller has represented that it is has all the applicable licenses, approvals and registrations for the inter alia, production/supply of agro-based products (“Products”) more fully detailed in Schedule I attached hereto, in the territory of Maharashtra and is desirous of selling such Products through the Platform.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

1. Interpretation

The interpretation and/or construction of this Agreement shall be in accordance with the rules of interpretation annexed and marked Schedule II.

2. Scope

Choices shall display details of the Products on its Platform to enable the users of the Platform (“Customers”) to place orders on the Seller through the Platform. The information relating to the Product, including images, catalogue, brand visualization, stock-on-hand and other related product information (“Product Information”) shall be provided by the Seller to Choices. The Seller shall be responsible for updating the Product Information and shall ensure that the Product Information is accurate and complete. In the event of any claims on Choices in relation the Product Information or mismatch of the Product with the description or non-performance on ground, resulting in complaints, the Seller shall be responsible for resolution of such claims and shall bear all costs and expenses in relation to resolution of such claims, whether threatened against Choices or incurred by Choices and shall keep Choices indemnified in this regard.

The Seller agrees that it shall deliver the Products to the customers of Choices in accordance with the terms of this Agreement. The Seller shall inform Choices in writing or email, of any discontinuations or changes in relation to the Products at least 7 working days in advance.

The Seller shall be required to submit its information, including without limitation, organization details, details relating to the Products and such other details as may be required by Choices (“Seller Information”) at the time of registering on the Platform. Upon written confirmation of the Seller Information by Choices, the Products of the Seller shall be listed on the Platform.

The Parties agree that they are entering into and executing this Agreement on a non-exclusive, principal-to-principal basis, and nothing hereunder shall bind Choices to list the Products of only the Seller on the Platform.

3. ORDER FORM AND DELIVERY

Upon the Customer ordering a Product on the Platform, Choices shall provide the order details for the relevant Products (“Order Form”) to the Seller. The Order Form shall set forth all the details for the relevant order, including without limitation, quality, quantity, price, date of delivery, details of the Customers and such other details relating to the purchase of the Products, required to complete the sale of the Products by the Seller. The Seller shall upon receipt of the Order Form, confirm the Order Form and shall within 24 hours thereof, inform Choices in writing, the date of dispatch of the Products or the date of pick-up of the Product, if the delivery of the Products is being fulfilled by Choices. In the event the Seller cannot fulfil the Order Form, it shall within 5 (Five) hours of receipt of the Order Form, inform Choices in writing.

The Seller shall be solely responsible for the dispatch of the Products, unless delivery of the Products is undertaken by Choices. The Products shall be dispatch to the address/person mentioned in the Order Form. The Seller shall ensure that there is no delay in dispatch of the Product to the Customer and shall, in advance, provide the lead time to Choices for such Products, which shall be mutually approved and agreed amongst the Parties. Any change in such lead times for dispatch shall be duly notified by the Seller to Choices in writing / email in advance. In the event of a recurring default in timely dispatch by a Seller, Choices shall be entitled to levy a penalty amount of 50% of order amount and terminate this Agreement, at its discretion.

In the event Choices undertakes delivery and storage of the Products, it shall be entitled to use such modes of shipment and places of storage, as it seems fit.

PRODUCTS

The Seller shall be solely liable to ensure that the Products are in the nature, quality and quantity, in accordance with the Order Form. The Seller shall ensure that in addition to the Products, the relevant tags, invoice, leaflets, labelling, packaging, principal certificates,

required legal documents as per law and other original paper work of the Products are in accordance with applicable law and are supplied with the Products, at the time of delivery to the Customer.

The Seller shall be solely responsible for appropriate packaging of the Product and labeling the Product as per applicable laws and instruction and directions issued by Choices. The Seller shall ensure that the Products are packaged in a manner, such that no damage is caused to the Product during transit or storage. The Seller shall not, for any reason whatsoever, deliver Products which are not within the expiry period of the relevant Product, as provided by Choices from time to time. Choices shall be entitled to remove the Products from the listing on the Platform, if such Products are not within the expiry period, determined by Choices.

The Seller shall be solely responsible for determining the price of the Products on the Platform. In the event of revision of the prices, the Seller shall forthwith notify Choices, by giving an advance notice of 1 (One) working day. The revised prices shall not be applicable retrospectively and shall be applicable only for prospective Order Forms.

5. CONSIDERATION

n lieu of the listing services provided by Choices to the Seller on the Platform, the Seller shall pay a subscription amount as applicable (“Listing Fee”) to Choices, at the time of registering with Choices for the listing of Products. Upon receipt of the consideration amount (“Sale Amount”) from the Customer under each Order Form, Choices shall be entitled to a certain percentage (As Applicable) of the Sale Amount as commission and shall pay the remaining amount (“Sale Consideration”) to the Seller, through normal banking methods.

It is clarified that the Sale Consideration shall be paid to the Seller, upon confirmation of shipment of the Products to the Customer as per order form. It is agreed between the Parties, that Choices will pay the seller post deduction of commission on T+7 working days. (Where T means confirmation of receipt of shipment of the Products to the Customer).

It is agreed between the Parties, that all invoices to the Customers shall be invoiced in the name of the Seller to the respective buyer individually. All payments to be made to the Seller shall be inclusive of applicable taxes. The Seller shall submit a copy of the invoice for each Order Form.

OBLIGATIONS

The Seller hereby undertakes and covenants that it shall:

  • at all times during the term of the Agreement, maintain the registrations, licenses, approvals and consents, required for the production/transportation/storage and sale of the Products;

comply with all the directions, instructions and policies of Choices;

  • not enter into any arrangement which conflicts with its obligations under the Agreement;
  • not misrepresent the Products or part thereof, for any reason and shall keep the Seller Information and Product Information updated at all times;

use reputed agencies for the transportation of the Products;

not do or anything to be done which may cause reputational harm to Choices;

not use the intellectual property rights of Choices, except in certain as has been mutually agreed by the Parties, and shall be liable for any breach thereof;

permit authorized representatives of Choices to inspect the Products at their respective locations, during reasonable hours of business of the Seller and with reasonable prior written notice;

adhere to applicable laws in relation to packaging, storing, transporting, weight measurement, quality and labelling of Products, under all applicable laws, and shall indemnify and keep Choices indemnified in this regard;

solely be responsible to respond to the complaints of the Customers, referred by Choices from time to time. It is clarified that Choices shall not be responsible for any solutions provided by the Seller in relation to the complaints;

ensure that all Customer complaints are addressed within 48 hours from the time of receipt of complaint;

permit Choices to re-size/enhance the image and information of the Products on the Platform;

use its best efforts to provide timely co-operation and support to Choices, in relation to applying for registrations/licenses/approvals/consents, in the event Choices is opts to provide logistic and delivery service, at the request of the Seller; and

provide prompt and timely information relating to the transport and delivery of the Products.

7. RETURN OF PRODUCTS

Return in case of Damage Goods Received / Goods Received Are Not as per Specification

The Customer shall be entitled to return Products to the Seller within 7 Seven Working days from the date of receipt of the Products. Notwithstanding the foregoing, any Product not matching the description on the Platform, or having a manufacturing defect or having exceeded the expiry period or having been damaged in transit due to inadequate packaging/labelling, shall be returned to the Seller, at the cost of the Seller. In such an event, the Seller shall not be entitled to any Sale Consideration. The return of the defective Products shall be subject to the terms of warranty provided by the Seller for each Product. It is clarified that all shipment charges and risks in relation to the return of Products shall be solely borne by the Seller.

Return Policy in case of Sale of Seeds

The Seller should extent the same policy for goods return in case of sale of seeds as per market standard. In case of Field Crop Seeds the Goods Return Policy at the end of season, should be attached as a annexure to this agreement and shall be duly circulate to the customer / dealer in advance of purchase of goods. The Return policy of seller should be sound in case of percentage of return and terms of return.

In case of Vegetable Seeds Seller should extend of policy of replacement of remaining stock with fresh stock. The Return policy of seller should be sound in case of percentage of return and terms of return.

8. TERM AND TERMINATION

This Agreement is effective from the Effective Date and shall continue in force until terminated as provided below (“Term”). Either Party may terminate this Agreement, for no cause, by providing the other party a prior written notice of 30 (thirty) days, provided that it shall be obligated to complete the deliveries of all Order Forms already issued by Choices, as per good industry practice and in the normal course of business.

Choices shall be entitled to forthwith terminate this Agreement, without any notice or liability, upon the occurrence of any of the following event:

  • in the event the Product(s) under any Order Form has been confiscated by the concerned authorities, for breach of applicable law;
  • if concerned authorities revoke any applicable registration/license/approval/consent, in relation to manufacture/sale/exhibition of sale/transport/storage of the Products;
  • upon an order or proceeding of dissolution or winding up of the Seller; and
  • in the event a Product is prohibited from being manufactured/sold/listed or exhibited for sale/stored/transported.

9. Governing Law and Dispute Resolution

This Agreement shall be governed in all respects by the Laws of the Republic of India and the courts at Mumbai, India shall have exclusive jurisdiction, in relation to all matters arising out of this Agreement.

10. Miscellaneous

Assignment

This Agreement, or any right or interest herein, shall not be assignable or transferable by the Seller, except with the prior written consent of Choices. The Seller shall all times be liable for the actions and inactions of its sub-contractors, agents and representatives.

Amendments

This Agreement may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.

Counterparts

This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The delivery of signed counterparts by facsimile transmission or electronic mail in “portable document format” (“.pdf”) shall be as effective as signing and delivering the counterpart in person.

Further Assurances

The Parties shall promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as may be reasonably deemed necessary or desirable in obtaining the full benefits of this Agreement.

Costs and Expenses

Each of the Parties shall bear their own legal costs, disbursements charges and expenses incurred in and about the negotiation, preparation and execution of this Agreement and any other document executed in connection with this Agreement.

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