E-Commerce Online store Vendor Agreement
E-Commerce Online store Vendor Agreement
This E-commerce Vendor Agreement (“Agreement”) is made and entered into on between:
MAGICCANN INDIA NUTRITIONAL FOOD SUPPLEMENTS LLP, through its partner having its registered office at 5, Athar Masjid Street, Dharapuram 638656, Taamil Nadu hereinafter called MINFS (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the First Part;
By signing up you are hereinafter called "the Vendor" (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART
WHEREAS MAGICCANN INDIA NUTRITIONAL FOOD SUPPLEMENTS LLP is an online technology platform (e-commerce Online store, hereinafter referred as online store) accessible through website www.cannameds.in or mobile application Cannameds, a online portal owned and operated by MAGICCANN INDIA NUTRITIONAL FOOD SUPPLEMENTS LLP. Subject to the presents here, MAGICCANN INDIA NUTRITIONAL FOOD SUPPLEMENTS LLP may allow Vendors to use online store, on “as-is basis” to list and display their product and other data on www.cannameds.in to sell its products through the said online store and allow its registered users to purchase the products listed and displayed by the Vendors.
WHEREAS Vendor of products (under license granted by Ministry of Ayush) under the brand / Trade Mark and is desirous of listing, displaying and selling their products facilitated through online store to such buyers who visit www.cannameds.in.
Now in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound, the Parties hereby agree as follows:
For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.
- “MINFS”shall mean MAGICCANN INDIA NUTRITIONAL FOOD SUPPLEMENTS LLP.
- “Buyer or registered user”shall mean any individual, group of individuals, firm or any other entity placing an order for the Products of the Vendor through the Online Store.
- “Effective Date”shall mean the date on which this Agreement is executed.
- “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
- "Government / Government Authority" means any government, regulatory authority, governmental department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or any municipality, district or other subdivision thereof and etc., including any office or body exercising any powers of discharging any functions under constitution, statutory or delegated legislation or under delegated executive powers in any relevant jurisdiction.
- “Intellectual Property Right” means any patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, patents, designs, business processes, semiconductor topography rights or industrial property, know how, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
“List/Listing” uploading and displaying products on the website cannameds.in, on “as-is-basis”.
“Online Store”shall mean an online technology platform (e-commerce Online store) accessible through website www.cannameds.in or mobile application Cannameds created and owned by the MINFS, a online portal for sale of the Vendor’s Products either through web site www.cannameds.in or mobile application Cannameds by which the Customer places an order for the Product of the Vendor.
“Objectionable Content” means information or content that:-
- Belongs to another person and to which the user does not have any right to;
- Is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, 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;
- Harm minors in any way;
- Infringes any patent, trademark, copyright or other proprietary rights;
- Violates any law for the time being in force;
- Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- Impersonate another person;
- Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
- Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
- Anything in violation of the terms of the agreement.
- “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the online store of the Vendor.
- “Products”shall mean merchandise items of the Vendor put up for sale on the Online Store by the Vendor.
- “Price”shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges and applicable taxes, if any.
- “Registered User” shall mean any individual, group of individuals, firm or any other entity registered on the website www.cannameds.in.
- “Shipping Charges”shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
- “Shipment Cost”shall mean the cost and taxes recovered by the MINFS from the Vendor per order for handling the logistics.
- “Sign-up Fees”shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial creation of online store.
- “Service charge”shall mean the margin per transaction charged by the MINFS to the Vendor at the rates agreed to between the parties, upon the sale of product on online store.
- “Vendor”shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Online Store and more particularly described in the attached “Form”.
VENDOR PRODUCT LISTINGS
- Subject to the terms of this Agreement and in reliance of the representations and warranties of Vendor, during the term of this Agreement, MINFS will allow Vendor to list the Products for sale on online store / website at the Listing Price determined by Vendor or the Person authorised by Vendor or mutually by Vendor and the MINFS.
- The products will be uploaded on the website by the vendor itself which before displaying on the website will be reviewed by the MINFS and will be approved to display on the online store website after passing the parameters set by the MINFS for the said purpose. The said parameter will be decided by the MINFS and can be made available to the vendor on demand in writing.
- The products may also be uploaded on the online store website by the MINFS on written request made by the Vendor in standard prescribed Form provided by the MINFS in this regard.
- MINFS may implement mechanism to rate and provide feedback regarding Vendor and Vendor Products on Online store and such information be available publicly on Online store.
- Vendor shall be solely responsible for the Product Information, related Content Vendor Materials, Vendor Products and Vendor’s offer and sale of the Vendor Products on Online store and will ensure that during the term of this Agreement Vendor remains fully compliant with all Applicable Laws including all requirements under NDPS Act, Drugs and Cosmetics Act, Legal Metrology Act, 2009, Food Safety and Standards Act, 2006, and any other laws which are in force for the time being and the rules issued thereunder.
- Vendor undertakes that the Vendor Materials, Vendor Products (including their packaging shall not contain any Objectionable Content or any other Content that are not permitted and are in compliance with the agreed license granted by the Government and content standards therein. The Packaging of the product shall not contain the product other then the product for which the order has been placed by the registered user. Vendor takes full responsibility for the contents of the packages that it hands over to Logistics Service Providers (LSP) or delivers to Buyers under this Agreement and agrees that MINFS shall not be responsible or liable in any manner whatsoever for such contents.
- Vendor shall not substitute any item or product for an order with another item or product. In the event the order is partly delivered or there is missing accessories or freebies, Vendor agrees to immediately provide the same to Buyer at Seller’s own cost.
- Notwithstanding to any provision of this Agreement, Vendor while listing its Products on the online store shall not attempt to advertise its products on the online store without seeking sanction for advertisement of such product from the respective government authority authorized to grant such sanction.
- Vendor shall not attempt to sell or list its products on the online store for which license or permission has not been granted by the Ayush Minsitry or any other authority appointed by the government for the said purpose.
- Vendor undertakes and agrees that it shall not collude with a Buyer or other Vendors or users of the online store to create cartel or for drawing benefits from various promotional offers including but not limited to discount or cashbacks provided by the MINFS through false or fraudulent transaction. If Seller is found involved in such activity, the Seller acknowledges that MINFS reserves its right to impose penalty on Seller and recover the money amounting to five times of the benefits so drawn or maximum retail price; whichever is higher.
- MINFS shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, customer support, payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor.
- MINFS without any liability to compensate Seller, shall have the right to cancel any order if Seller has failed to handover the packed Product to buyer / registered user within agreed timelines or MINFS understands that Seller Product is not shipped for any reason within the applicable shipping period indicated in the Order Information.
Consideration and Payment Terms
- The vendor shall be allowed to list display its products on the online store during the subsistence of this Agreement.
- MINFS shall collect the Payment on behalf of the Vendor in respect of the Orders received by it through Online Store. In consideration of the services rendered under this present term, the MINFS shall charge the Services charges to the Vendor at the rates decided between the parties and mentioned in this agreement. Any amount to be paid to the Vendor by the MINFS shall be paid net of reversals.
- MINFS will collect the payment for Vendor Products through payment gateways aggregators (“Payment Gateway”) or on its own. Vendor agrees that MINFS can authorise the Payment Gateway for processing payments, refunds and adjustments for Vendor Transactions, receiving and holding Sales Proceeds on Vendor’s behalf and remitting entire Sales Proceeds to MINFS bank account.
- Vendor agrees that as a security measure or in compliance with Applicable Law or any reason thereof, MINFS or the Payment Gateway shall have the right (but not obligation) to impose limits or restrictions on transaction at Marketplace. Neither MINFS nor Payment Gateway will be liable to Vendor in case of any transaction failure to meet regulatory requirements or due to any technology failure or limitations of technology being used.
- If MINFS or the Payment Gateway reasonably conclude based on the available information that Vendor's actions or performance may result in Buyer disputes, charge backs or other claims, then MINFS may, in its sole discretion, may delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due to until the completion of investigation regarding any Vendor actions or performance without any further liability.
- MINFS reserves the right to withhold the Sales Proceeds or any portion of the Sales Proceeds in a reserve account pertaining to the disputes with Buyers or registered or any third party arising out of any default or defect in services of Vendor or the Vendor Product.
- In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the logistics and handling will be beard by the Vendor and the said charges will be deducted from the amount due and payable to Vendor, if paid by the MINFS.
- The Vendor further agrees that if in the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered” and sale proceeds of the order has been transferred to the vendor, then in such situation vendor will return the amount of the order which is reversed, so that the same may refunded back to the registered user.
- Payment reimbursement of the Sale Proceeds to Vendor shall be done by MINFS in the following manner:
- Vendor shall prepare a consolidated advice list of all orders delivered to the customer, 5 times in a month for every 7 days.
- The MINFS shall within 7 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques / Demand draft favouring “________________________” / on line transfers.
- The MINFS shall deduct its service charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
- Vendor agrees to bear all the applicable taxes, duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and MINFS shall not be responsible to collect, report, or remit any taxes arising from any transaction.
- Obligations of the Vendor
The Vendor shall: -
- Through the interface provided by the MINFS on the creation on Online Store of Vendor, shall upload or provide to the MINFS to upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
- Vendor shall ensure not to upload or provide to upload to MINFS any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload or provide to iplaod the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
- Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
- Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
- At all times have access to the Internet and its email account to check the status of approved orders.
- On receipt of the approved order, Vendor shall dispatch the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.
- In respect of the order for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of MINFS within 24 hours.
- In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the MINFS is a Facilitator, the Vendor hereby authorizes the MINFS to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
- Vendor will provide MINFS with its Return and Refund Policy and such vendor Return and Refund Policy shall apply to all Vendor Products. Vendor will be responsible for accepting and processing returns of its Products in accordance with this Agreement and the Seller Return and Refund Policy (displayed as part of Product information).
- If Vendor delays in resolving Buyer’s or registered users complaints or disputes relating to its Products within the period of ……….. days (including failure to perform quality checks of the returned Products), then on the expiry of such period MINFS may at its sole discretion decide and remit the refund to Buyer or registered user upon receipt of request from Buyer or registered user and recover the same from Vendor. Vendor agrees that it will accept MINFS decision to remit the refund to Buyer or registered user without any contest or dispute. While arriving at any decision under this clause MINFS would use reasonable efforts and opportunity of being heard will be provided to Vendor and the Buyer or registered user but MINFS does not take any responsibility to ascertain the truth of such a claim by Vendor or Buyer or registered user.
- Update the Order Status including Airway Bill Number on a daily basis.
- The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the MINFS.
- The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
- Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
- The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
- The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
- The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
- Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
- The Vendor shall at all time during the pendency of this agreement endeavour to protect and promote the interests of the MINFS and ensure that third parties rights including intellectual property rights are not infringed.
- The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sales of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
- Warranties, Representations and Undertakings of the Vendor
The Vendor warrants and represents that:
- They have the right and full authority to enter into this Agreement with the MINFS.
- All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
- There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
- That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the MINFS. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
- That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the MINFS and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
- That they shall provide the MINFS with copies of any document required by the MINFS for the purposes of performance of its obligations under this arrangement within 24 hours of getting a written notice from the MINFS.
- That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the MINFS in this regard.
- Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
- Vendor shall pay the MINFS a service charge as specified by the MINFS on every transaction it enables and that Vendor shall provide all completed transaction details to the MINFS for record keeping and reconciliation.
- That Vendor shall draw the invoice / bill directly in the name of the Customer.
- Vendor shall not make any promotion/advertisement on the online store website.
MINFS reserves the right:
- Vendor agrees and acknowledges that the MINFS, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Website www.cannameds.in. In such an event, the MINFS reserve the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
- At any time if the MINFS believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Website www.cannameds.in, the MINFS shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
- The Vendor agrees to indemnify and shall hold indemnified the MINFS, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, NDPS Act, Drugs and Cosmetics Act, etc, Legal Metrology Act, 2009, Food Safety and Standards Act, 2006, and any other laws which are in force for the time being. For the purpose of this clause reference to the MINFS shall also include the Mobile Operators and such other agencies through whom the MINFS shall make the Online Store available to the Customers.
- The MINFS agrees to indemnify and to keep indemnified the Vendor in respect of all claim’s losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the MINFS to perform its obligations under this Agreement.
- This article shall survive the termination or expiration of this Agreement.
MINFS not Liable
- The MINFS on the basis of representation by the Vendor has created the online store of the Vendor on the website www.cannameds.in portal to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.
- The MINFS shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the MINFS harmless and indemnified against all such claims and damages.
- Further the MINFS shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
- The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the MINFS is merely a facilitator for sale of the Vendor’s Product, hence the MINFS is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The MINFS reserves its right to state appropriate Disclaimers on its website/ online store.
- Term, Termination and effects of Termination
The Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
This Agreement may be terminated by the MINFS in the event:
- Vendor fails to make payment of the agreed amount, by giving 48 hours written notice;
- Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the MINFS;
- If a Petition for insolvency is filed against the Vendor;
- If the Vendor is in infringement of the third-party rights including intellectual property rights.
- If vendor breach any law for the time being in force;
- This Agreement may be terminated by either party giving the other 30 days written notice.
- Effect of Termination:
In the event of termination/expiry of this Agreement, the MINFS shall remove the Links and shall discontinue display of the Products on Online store with immediate effect. MINFS shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement. During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
- Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
- The arbitration shall be conducted in Chennai in accordance with the Arbitration and Conciliation Act or any modification or re-enactment for the time being in force.
- The language of arbitration shall be English. The arbitration shall be held at Chennai, India.
- The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
Jurisdiction and Governing law
- The obligations, performance, interpretation and contents shall be governed by Indian law.
- Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at ………………………….
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by email or courier in each case to the addresses set out at the beginning of this Agreement.
Intellectual Property Rights
- It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks, logos, patents, copyrights, etc. and that nothing contained in this Agreement, nor the use of the trademarks, logos, patents, copyrights, etc. or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks, logos, patents, copyrights, etc.
- Vendor acknowledges that, MINFS possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks, copyrights and any other intellectual property, know-how developed or provided by MINFS or its Service Providers during performance of the services under this Agreement and except as may expressly be set forth in this Agreement, no title to or ownership of any of MINFS IPR is transferred or licensed to Vendor or any other Person pursuant to this Agreement. MINFS IPR will own the internet presence developed over time on the world-wide web by offering online store to sell products to the Vendor.
- Entire Agreement
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the MINFS signed by an authorized representative of such Party.
Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the MINFS shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. MINFS shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
- Limitation of liability:
Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.
- Relationship of Parties
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The MINFS shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the MINFS.
Waiver and Amendment
- No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
- Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties, except the terms and conditions of the website cannameds.in.
- Force Majeure
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
- Loss in Transit:
In case of loss of Vendors product in transit before the delivery to Buyer, Vendor shall make a claim to Logistic service provider or the transit insurance service provider and shall treat Vendor as the beneficiary for the recoveries from Logistic service provider or transit insurance service provider. MINFS will have right or liability over such claim.
- This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original and which shall together constitute one Agreement.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT IN DUPLICATE BY AFFIXING THE SIGNATURE OF THEIR PARTNERS / DIRECTORS / AUTHORIZED SIGNATORIES AS OF THE DATE HEREIN ABOVE MENTIONED.