PLEASE READ THESE TERMS OF AGREEMENT ("TERMS") CAREFULLY. BY USING THIS WEBSITE, YOU INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE THIS WEBSITE.
1. DEFINITIONS "Company"; "Helicrofter"; "us"; "we"; "our" shall mean Helicrofter Private Limited (CIN No. U51909MH2020PTC339805), a company registered under the Companies Act, 2013 having its registered office at 203, Incuspaze, Ackruti Star, MIDC, Andheri (E), Maharashtra 400093.
"Website" shall mean http://www.helicrofter.com.
"Platform" shall mean "Website" or "Krofter Retailer" or "Krofter" Mobile Application individual or together.
"Sellers" shall mean and include the individuals or the entities that offer the Agri Input Products ("Products"), through the Website or Platform to supply Products listed on the Platform, in the territory of Maharashtra and other states.
"Buyer(s)" means the users who purchase the products from Website or Platform.
"You"; "your"; "Users" shall include in its ambit users who access the Website without registering on it and registered users of the Website.
"Parties" shall mean collectively Helicrofter and Seller and "Party" means each of Helicrofter and Seller individually.
This SELLER AGREEMENT ("Agreement") is entered BY AND BETWEEN Helicrofter and Seller
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
- 1.1 The interpretation and/or construction of this Agreement shall be in accordance with the rules of interpretation annexed and marked in Schedule II.
- 2. Scope
- 2.1.Product Display: Helicrofter shall display details of the Products on its Platform to enable the users of the Platform (“Customers”) to place orders through the Platform. The information relating to the Products, including images, catalogue, brand visualization, stock-on-hand, and other related product information ("Product Information") shall be provided by the Seller to Helicrofter. 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 Helicrofter in relation the Product Information, Product Non Performance or mismatch of the Product with the description, 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 Helicrofter or incurred by Helicrofter and shall keep Helicrofter indemnified in this regard.
- 2.2 Order Form: Helicrofter 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, place of delivery 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, dispatch the product to the location mentioned in the Order Form with the Invoice provided by the Helicrofter in the name of Customer. The Seller shall send the invoice on the authorized email id of Helicrofter. In the event the Seller cannot fulfil the Order Form for whatsoever reason, it shall within 5 (Five) hours of receipt of the Order Form, inform Helicrofter in writing.
2.2. Product Delivery: The Seller agrees that it shall deliver the Products in accordance with the terms of this Agreement. The Seller shall inform Helicrofter in writing or email, of any discontinuations or changes in relation to the Products at least 7 working days in advance. In case certain Products are not in stock with the Seller, it shall be the responsibility of the Seller to inform such non-availability to Helicrofter.
The Seller shall create invoice in the name of Helicrofter and dispatch the Product to the Warehouse of Helicrofter. Helicrofter may combine and deliver the material with another seller material/products for the ease of delivery. Helicrofter shall be entitled to affix its own brand name/ logo / trademark on the outer packaging of the Products.
The Seller shall ensure that there is no delay in dispatch of the Product and shall, in advance, provide the lead time to Helicrofter 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 Helicrofter in writing/ email in advance. In the event of a recurring default in timely dispatch by a Seller, Helicrofter shall be entitled to levy a penalty amount of 50% of order amount and terminate this Agreement, at its discretion.
- 2.3.Inventory: The Parties agree that Helicrofter may store and ship the Product inventory on case to case basis and maintain such inventory as per the mutual agreement amongst the Parties. Helicrofter shall be entitled to sell, distribute, and market such Product inventory as authorized distributor of the Seller and commercial terms for the same shall be mutually agreed by the Parties for each lot or consignment. Parties shall mutually decide the details of delivery, stocking, inventory, packaging etc as per the terms and conditions of the invoice/ Purchase Order.
- 2.4.Seller Information: The Seller shall be required to submit its Company’s information, including without limitation, organization details, details relating to the Products and such other details as may be required by Helicrofter (“Seller Information”) at the time of registering on the Platform. Upon written/ digital confirmation of the Seller Information by Helicrofter, the Products of the Seller shall be listed on the Platform. Helicrofter shall not list or upload or represent any other information other than provided by the Seller.
- 2.5. 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 Helicrofter or the Seller to list the Products of the Seller on the Platform.
- 3. PRODUCTS
- 3.1. The Seller shall be solely liable to ensure that the Products are satisfactory to the nature, quality, and quantity as in accordance with the Order Form. The Seller shall ensure that in addition to the Products, the relevant tags, leaflets, labelling, packaging, principal certificates, required legal documents as per law and other original paperwork of the Products are in accordance with applicable laws and are supplied with the Products, at the time of delivery. All the necessary certificates like Principal Certificate, O-Form, Source Certificate or any required document shall be provided by the Seller to Helicrofter to act as an authorized distributor to sell or distribute the Products of the Seller.
- 3.2. 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 Helicrofter. 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 or provide Products which are not within the expiry period of the relevant Product, as provided by Helicrofter from time to time. Helicrofter shall be entitled to remove the Products from the listing on the Platform, if such Products are not within the expiry period, determined by Helicrofter.
- 3.3. 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 Helicrofter, 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.
- 3.4. The Seller shall be solely responsible for the performance of the Product delivered to the Customer either by Seller or Helicrofter. Any use of Product 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 Helicrofter or incurred by Helicrofter and shall keep Helicrofter indemnified in this regard.
- 4. CONSIDERATION
- 4.1 Commission: The Seller shall provide the price to Helicrofter on which Helicrofter shall make payment to the Seller ("Sale Consideration"). Helicrofter shall add their margin ("Commission") on Sale Consideration and list that price on the Platform ("OSP"). Upon receipt of the amount from the Customer under each Order Form, Helicrofter shall deduct Commission and shall pay the Sale Consideration amount to the Seller, through normal banking methods.
- It is clarified that the Sale Consideration shall be paid to the Seller, within seven (7) working days upon confirmation of shipment of the Products to the Customer as per Order Form. It is agreed between the Parties, that Helicrofter will pay the Seller post deduction of commission.
- It is agreed between the Parties, that Seller shall create invoice in the name of Helicrofter and Helicrofter shall provide invoice to the Customer. 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.
- 4.2 It is agreed by the Parties at all times i.e. whether the Helicrofter invoice is sent by Seller directly to Customer or invoice is generated and sent by Helicrofter, the entire responsibility and liability of the performance and quality of the Product shall lie with the Seller and Helicrofter shall not be liable for the same in any manner whatsoever. In all such cases, Seller shall also appropriately package the Products for direct delivery to the Customer or the Place of Delivery mentioned in the Order Form.
- 4.3 Helicrofter shall raise invoice at OSP which shall be decided by Helicrofter according to the market conditions at its sole discretion and Helicrofter shall be under no responsibility to disclose the same to the Seller. The OSP however, shall never be lower than the price at which Helicrofter procured the Products from the Seller, unless otherwise agreed between the Parties.
- 4.4 In case of any dispute regarding any supply of Products, the Seller shall resolve such disputes. In such event Helicrofter shall hold payments and upon satisfactory resolution of the dispute Helicrofter shall make the payment.
- 4.5 On the expiry of this Agreement or on early determination of this Agreement, both Parties shall mutually reconcile the accounts within 30 days from the date of termination of this Agreement and settle the accounts as per the agreed terms.
- 5. OBLIGATIONS
The Seller hereby undertakes and covenants that it shall:
- 5.1.1 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;
- 5.1.2 comply with all the directions, instructions and policies of Helicrofter;
- 5.1.3 not enter into any arrangement which conflicts with its obligations under the Agreement;
- 5.1.4 not misrepresent the Products or part thereof, for any reason and shall keep the Seller Information and Product Information updated at all times;
- 5.1.5 hire reputed agencies for the transportation of the Products;
- 5.1.6 not do or cause anything to be done which may cause reputational harm to Helicrofter;
- 5.1.7 not use the intellectual property rights of Helicrofter, except in certain as has been mutually agreed by the Parties, and shall be liable for any breach thereof;
- 5.1.8 permit authorized representatives of Helicrofter to inspect the Products at their respective locations, during reasonable hours of business of the Seller and with reasonable prior written notice;
- 5.1.9 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 Helicrofter indemnified in this regard;
- 5.1.10 solely be responsible to respond to the complaints of the Customers, referred by Helicrofter from time to time. It is clarified that Helicrofter shall not be responsible for any solutions provided by the Seller in relation to the complaints raised by the Customers;
- 5.1.11 ensure that all Customer complaints are addressed within 48 hours from the time of receipt of complaint;
- 5.1.12 permit Helicrofter to re-size/enhance the image and information of the Products on the Platform;
- 5.1.13 use its best efforts to provide timely co-operation and support to Helicrofter, in relation to applying for registrations/licenses/approvals/consents, in the event Helicrofter opts to provide logistic and delivery service, at the request of the Seller; and
- 5.1.14 provide prompt and timely information relating to the transport and delivery of the Products.
- 5.1.15 Seller shall not do, cause, or authorize to be done anything which will or may: (i) impair, damage or be detrimental to the rights, reputation and goodwill associated with Helicrofter, its affiliates, and/or the brand name; (ii) bring the Platform into disrepute or any claim by third parties; or (iii) may jeopardize or invalidate the brand name, Platform registration or any rights associated thereto.
6. RETURN OF PRODUCTS
Return in case of Damage Goods Received / Goods Received Are Not as per Specification
The Customer shall be entitled to return the Products in case of damaged goods or not as per specifications to the Seller within 7 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. 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 for unsold Products at Customers (Retailers)
The Seller should extend the same policy for goods return as per Seller’s market policies. The Goods Return Policy at the end of season, should be attached as an annexure to this agreement and shall be duly circulated to the customer/ dealer in advance of purchase of goods. The Return policy of Seller should be appropriately framed to address issues relating to percentage of return and terms of return.
This clause shall be applicable for all Products sold from the Platform even though Invoiced by Helicrofter to Customers.
- 7. TERM AND TERMINATION
- 7.1 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 Helicrofter, as per good industry practice and in the normal course of business.
- 7.2 Helicrofter shall be entitled to forthwith terminate this Agreement, without any notice or liability, upon the occurrence of any of the following event:
- (i) in the event the Product(s) under any Order Form has been confiscated by the concerned authorities, for breach of applicable law;
- (ii) in the event of non-compliance of direction, instructions and policies of Helicrofter mentioned in this Agreement;
- (iii) in case of misrepresentation of Product or any part thereof;
- (iv) in the event of unauthorized or unlawful use of Intellectual property Rights of Helicrofter
- (ii) if concerned authorities revoke any applicable registration/ license/ approval/ consent, in relation to manufacture/sale/exhibition of sale/transport/storage of the Products;
- (iii) upon an order or proceeding of dissolution or winding up of the Seller; and
- (iv) in the event a Product is prohibited from being manufactured/sold/listed or exhibited for sale/stored/transported.
- 8. Representations and Warranties of both the Parties:
Each Party represents and warrants that on the date hereof and reaffirms that during the Term of this Agreement, the following representations are and will be true:
- i. it holds necessary licences, approvals and consents as may be required for the conduct of its business and such licences, approvals and consents are valid and subsisting;
- ii. to the best of its knowledge and belief, there is no action, suit, or proceeding pending, or threatened which if adversely determined, could reasonably be expected to materially impair its ability to carry on its business substantially as now conducted or adversely affect its financial condition or operations;
- iii. it and the person(s) signing on behalf of it, have in terms of applicable law and its constitution documents, capacity to enter into and perform this Agreement and has taken all actions including obtaining necessary statutory and other approvals required for extending the Services under this Agreement;
- iv. neither making nor performance of this Agreement will violate any applicable law or conflict with or result in the breach or constitute a default or require any consent under any decree, order, judgment, indenture, or agreement; and
- v. it shall comply with applicable union, state and local laws, ordinances, regulations, and codes in performing its obligations hereunder, including the procurement of licences, permits and certificates and payment of taxes where required.
- 9. Force Majeure:
In the event either Party is delayed or prevented from performing this Agreement any obligations due to any cause beyond its reasonable control, including but not limited to earthquake, tsunami, flood, civil unrest, epidemic, major power failures, war, Government Sanctions, restrictions, guidance, notifications and acts of God, (“Force Majeure”), such delay shall be excused during the continuance of delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed. In the event any such delay continues for a period of more than 30 (Thirty) days, either Party may terminate this Agreement under which performance is delayed upon written notice to the other party.
- 10. Non-Solicitation of Customer
The Seller shall not solicit or otherwise attempt to establish any business relationship with any Customer of Helicrofter or offer them product at a lesser price than that mentioned on the Platform during the period of Agreement and after 1(one) year of the termination or last day of the Agreement. Any such activity by the Seller brought to the notice of Helicrofter shall imply breach of the terms of this Agreement and Seller shall indemnify Helicrofter or all damages due to loss of such customer’s business to Helicrofter.
- 11. 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.
- 12. Indemnity
The Seller shall keep indemnified and hold harmless Helicrofter, and each of its respective equity holders, affiliates, managers, directors, officers, employees, agents and other representatives (each an “Indemnified Party”), to the fullest extent permitted by law or equity, from and against any and all judgments, losses, claims (whether or not valid), damages, costs, fees, expenses or liabilities, joint or several (“Claims”), to which an Indemnified Party may become subject, related to or arising out of (i) the engagement of the Seller under this Agreement, or the Products delivered either by the Seller or Helicrofter to the Customers under this Agreement, (ii) any actual or threatened claim, litigation, investigation, proceeding or action in any court or before any regulatory, administrative or other body relating to any of the foregoing (iii) the breach of third party intellectual property rights and applicable laws and regulations.
- 13. Limitation of Liability
HELICROFTER SHALL NOT BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY OR REMOTE DAMAGES HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER HELICROFTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THIS CLAUSE, THE DIRECT LIABILITY OF HELICROFTER FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT AT ANY POINT EXCEED THE PAYMENT RECEIVED BY HELICROFTER TOWARDS ITS COMMISSION MADE UNDER THE RESPECTIVE HELICROFTER INVOICE UNDER WHICH THE CLAIM HAS ARISEN.
14. INTELLECTUAL PROPERTY RIGHTS –
Seller acknowledges that Helicrofter retains all the intellectual property rights in the work generated during provision of Services including but not limited to copyright, trademark, patent, design, or any other prevalent intellectual property rights.Whenever any additional customization is made to the Platform, Helicrofter retains the intellectual property rights in such customization also.
This Agreement, or any right or interest herein, shall not be assignable or transferable by the Seller, except with the prior written consent of Helicrofter. The Seller shall all times be liable for the actions and inactions of its sub-contractors, agents, and representatives.
- 15.2. Amendments
This Agreement may not be amended, modified, or supplemented except by a written instrument executed by each of the Parties.
- 15.3. 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.
- 15.4. 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.
15.5. 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.
- 15.6. Severability
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision (or part thereof) of this Agreement shall in no way affect the validity or enforceability of any other provision (or remaining part thereof).
- 15.7. Waiver
No delay or failure of either Party in exercising any right and no partial or single exercise of any right shall be deemed to constitute a waiver of that right or any other rights under this Agreement.
- 15.8. Notice
Any and all notices that either Party hereto is required or may desire to give the other hereunder shall be given by addressing the communication to the address of the Party, and shall be given by certified or registered post or to registered email address. Any change to the above-mentioned address shall be informed to other Party within 30 (Thirty) days of such change.
- 15.9. Non-Exclusive
Seller shall be entitled to list its Products on other portals or platforms. Seller agrees that Helicrofter shall have multiple vendors listed on the Platform.
- 15.1. Assignment