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SHIMPLY MARKETING AND DISTRIBUTION AGREEMENT

These terms and conditions govern your use of the Shimply.com, an entity of Shimply Software Pvt. Ltd., which is an online marketplace allowing sellers to sell directly to customers (hereinafter referred to as "Shimply"). You must read, agree with and accept all of the terms and conditions contained in this Agreement as these terms constitute your legal and contractual obligations towards Shimply.

This Agreement shall be effective and binding upon your 'acceptance'. 'Acceptance' shall mean your affirmative action in clicking on the 'check box' and on the 'continue' button as provided on the registration page while you are transacting as Guest User or such other actions that implies your acceptance. If you do not agree or are not will ing to be bound by the terms and conditions of this Agreement, please do not click on the "check box " and on the 'continue' button and on the "Apply as seller" button.

RECITALS

  1. Definitions:
    1. 'Buyer' shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.
    2. 'Order' shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.
    3. 'Website' means 'www.Shimply.com' and instances of the same
    4. 'Seller Panel' means a uniform resource locator ('URL') provided by Shimply to Seller with a unique login and password to update the order status, price and inventory on the same.
  2. Shimply reserves the right to select the products to be displayed on its Website. Shimply also reserves the right to determine the Sellers who may sell on the Website.
  3. Shimply shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Shimply on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.
  4. Shimply shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of product to the end Buyers. Shimply will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a 'Seller Panel' and packaging guidelines shall be shared through e-mail. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by Shimply or any other mode as may be notified by Shimply from time to time
  5. On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Shimply will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch to Buyer within the period as stipulated above, Shimply will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by Shimply from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.
  6. FINANCIAL TERMS:

  7. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure- 1 for all the orders received through Shimply.
  8. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes Shimply in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market. Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by the Shimply from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by Shimply and has notified the same to Shimply. All such withdrawals will take effect within 12-24 hours from notification to the Shimply. Shimply further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.
  9. Shimply shall release the payment on the 5th of every month for products shipped atleast 15 days before the end of previous month i.e. if a product is shipped on 14th Jan, seller will get the payment on 5th Feb but if the order is shipped on 24th of Jan, seller will receive the payment for that order on 5th March. Shimply shall make the payment by way of account payee cheque /RTGS/ NEFT after deducting Shimply's fee as per Annexure-1.
  10. LOGISTICS AND CONSUMER RIGHTS:

  11. The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only. As a large market place, Shimply will extend its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, any damage to the product in transit due to mishandling by the logistic partner, Shimply will facilitate the recovery from logistic partner.
  12. All orders placed on Website are covered under Buyer Protection; hereby Seller agrees to fulfill the commitments made under the above mentioned programme specified at the Website at URL https://www.shimply.com/home/buyer_protection. The said programme protects Buyer against inadequate or non-performance by Seller.
  13. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD(Non-Cash on Delivery), which are refused/not accepted by the Buyer at the time of delivery. Seller will offer standard manufacturers or seller warranty actually associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller shall issue a suitable, duly stamped, manufacturer's warranty card to the Buyer with the product at the time of dispatch of the products, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.
  14. INTELLECTUAL PROPERTY RIGHTS:

  15. Seller recognizes and confirms that Shimply has the exclusive right to supervise, allow and reject the contents of the Website. Shimply shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.
  16. Seller hereby grants to Shimply the right to display/delist the product (as updated or to be updated by the Seller on the Seller panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website. Seller represents that it has the necessary rights to grant such permission to Shimply and agrees to indemnify Shimply in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
  17. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Shimply, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Shimply's website 'www.Shimply.com' or any other information which is treated as confidential by Shimply, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify Shimply against the breach of this clause.
  18. REPRESENTAION AND WARRANTIES:

  19. Seller shall, at all times and to the complete satisfaction of Shimply and without demur indemnify and hold Shimply harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Shimply by the Buyer or any third party arising out of Seller's actions or omissions in connection with the sale of Seller's products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.
  20. 16) Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either self-manufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure-2.
  21. MISCELLANEOUS:

  22. If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator's award shall be final and binding on the Parties.
  23. This agreement may be terminated by Shimply or the Seller by giving 30 (thirty) days notice in writing. Provided, in the event of a material breach of the terms of this Agreement, Shimply may terminate this Agreement at any time.
  24. Both parties agree for followings:-
    1. Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.
    2. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
    3. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.

    Annexure -1

    1. Marketing Fee:- Seller shall pay 17% to Shimply as marketing fees.
    2. Payment Collection Fees:- Seller shall pay 3% to Shimply as payment collection fees.
    3. Courier Fees :- Seller shall pay the courier fees. If Shimply.com facilitates the pickup and delivery, charges are Rs. 50 per 0.5 KG. It may be extra in case volumetric charges apply.
    4. Return / Cancellation related policies :-
      No. Particulars Shipping Charge Reverse Pick Up Charges Payment Collection Charges Shimply Marketing Fees
      1 Direct Shipment Returns (Damaged Defective/Wrong) Borne by Seller Borne by Seller Borne by Seller Borne by Seller
      2 Vendor Related Cancellations (Out of Stock / Cancellation due to delay in shipment beyond 3 days from published dispatch date, etc) NA NA Borne by Seller Borne by Seller
      3 Replacement in case of point 1 Borne by Seller Borne by Seller NA NA
      4 Replacement in case of incorrect product delivery coz of size, colour related issues Borne by Seller Borne by Seller NA NA
      5 Post-shipment return/ Customer Non-acceptance (exclusive of point 1) Borne by Seller Borne by Seller Borne by Seller Borne by Seller
    5. Service Tax: Current Service Tax applied by the government will be applied on top of your Marketing Fee + Payment Gateway Fee + Shipping Charge