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These Vendor Terms and Conditions (hereinafter simply referred to as “Terms” or “Vendor Terms” or “Vendor Terms”) shall be applicable only to the Vendors/Seller(s) registered on www.bharatwholesales.in (hereinafter referred to as the “Website” or “Site” or “Platform”), managed by Seven Star Wedding Decor Mall Private Limited, a private limited company, incorporated under the provisions of Companies Act, 2013, and having its registered office at GROUND FLOOR, 107, NEAR MANDI ROAD, CHATARPUR, VILLAGE JONAPUR, South West Delhi, Delhi, 110047 (hereinafter referred to the “Company” or “Bharat Wholesales” or “Us” or “Our” or “We”). In these Terms, seller/vendor shall be referred to as “Seller” or “Vendor” or “You” or “Your”). 

In addition to these terms, the Product Listing Policy, as provided in the Annexure-I attached at the end of these Terms shall also be applicable to you.

1. DEFINITIONS

For the purposes of this Section, the following capitalised terms shall have the following meaning: 

1. “Dangerous Goods” includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature, products liable to taint or affect other products and products likely to harbour or encourage vermin or other pests.
2. “Delivery Note” shall mean the waybill containing the essential information (as determined by us on our sole discretion) required for the performance of the logistics services, including name, delivery address and contact number (if applicable) of the Buyer or the designated recipient of the Shipment, description of the contents of the Shipment (if applicable) and COD details (if applicable).
3. “Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Platform. 
4. “Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by Bharat Wholesales from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Platform, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.
5. “Product(s)” shall mean goods of any categories (other than Dangerous Goods). 
6. “Sales and Distribution Support Services” or “S&D Services” shall mean to include the Standard Platform Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by Bharat Wholesales to support supply chain. 
7. “Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller. 
8. “Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one Delivery Note and which may be carried by any means we choose in our discretion, including air, road or any other carrier.
9. “Standard Platform Services” shall mean the use and access of the Platform by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Vendor Terms and General Terms.
10. “Standard Warehousing Services” shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to Buyer; (d) performing the administrative task of printing invoices for the Seller; (d) other ancillary services as may be mutually agreed between Bharat Wholesales and the Seller; and/or (e) special access to fulfil Orders from own source. 

2. ACCEPTANCE OF THESE TERMS

By registering on our Website as a Seller/Vendor, or selling your goods/products through the Website, or by clicking on a button or taking similar action to signify your affirmative acceptance of these Terms, you hereby represent that you have read, understood, and agreed to be bound by these Terms and any future updates and additions to these Terms, as published from time to time at the Website.

3. ACCOUNT REGISTRATION AND VERIFICATION

1. Account Registration: To register as a vendor with us, you are required to register and create an account with us. When setting up and maintaining your account, you must provide and continue to provide accurate and complete information about yourself. As part of the registration process, you will create a password and an account. 
2. Registration Details and Verification: While registering the account on the Platform, you will be required to furnish details about you and with respect to your business and your products, including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhar, address, phone number and/ or any other information that may be required by us to provide in relation to your business. You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your user account information. If any information provided by you is found to be incorrect or misleading, we reserve our right to take appropriate steps as set forth under Section 3(d) of these Terms. We reserve the right to seek additional information from you about you, your product and your business, from time to time and you consent to provide such additional information to continue selling on the Platform.
3. Security: You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.
4. Inaccurate Information: If we have reasonable grounds to suspect that any of the information submitted by you is untrue, inaccurate, outdated, or incomplete, we may terminate your account, freeze your funds, and refuse current or future use of any or all of the Services.

4. VENDOR’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
   1. You represent, warrant and agree that: 

1. you are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms; 
2. you have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder; 
3. you shall use the Platform and Services for business purposes only; 
4. you will not use or access the Platform for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption; 
5. the address you provide when registering your account on the Platform is the place of business of your business entity; 
6. your business is validly existing and incorporated / established as per the provisions of applicable laws; 
7. you shall comply with all applicable laws while using and accessing the Platform; 
8. you and Products or services provided by you on the Platform (if any) comply with applicable laws; 
9. you shall be solely responsible for obtaining all necessary third-party licenses and permissions (if any required) regarding any product that you sell; 
10. any product that Seller lists, does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); 
11. you have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services that you list and such sale, trade, distribution or export or offer does not violate any Third Party Rights;
12. the description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable;
13. all information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate;
14. the Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked; 
15. the Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting; 
16. the Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable. 

2. Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Platform or your use of any Service or the Seller account. Seller represents, warrants and agrees that: 

1. such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platform or Service is true, accurate, current and complete; and 
2. Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

3. Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Platform in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing Bharat Wholesales reserves its right to take appropriate measures as set out in these Terms.
4. Seller consents to the inclusion of the contact information about Seller in Bharat Wholesales’s database and usage of the same as per Privacy Policy. 
5. Seller shall comply with the packaging guidelines as communicated to the Seller by Bharat Wholesales from time to time. The said packaging guidelines can be accessed here. 
6. For delivery of Shipments, Seller hereby authorizes us to carry out the administrative task of printing Delivery Note containing information with respect to Shipment on its behalf. The Seller agrees to be solely responsible for any discrepancy or error in the details mentioned on such Delivery Note and agrees to indemnify us against any such losses or claims.
7. Seller shall ensure that the Consignment does not contain any letter of communication which will infringe the Indian Postal Act, 1983 or any other applicable laws. We accept Consignment in good faith that the Consignment do not contain anything which will infringe or be in violation of any applicable laws.
8. If more than one Consignment is booked to the same Buyer, Seller must ensure that the full address of the Buyer is written on all the Consignments.
9. Seller shall not enclose cash, digital currency, high value gift articles, share certificates, travel documents, Dangerous Goods, explosives, firearms, cattle, or any other product that is prohibited by applicable laws, in the Shipment. If Dangerous Goods or any goods that are prohibited by applicable laws are found in the Shipment which constitute a risk to other goods, property, life or health, such Shipment may without notice be destroyed or otherwise dealt with at our sole discretion and at your risk and expense. In this regard, you shall, at all times, fully indemnify us and hold us harmless against all penalties, claims, damages, losses, costs and expenses (including but not limited to legal expenses) whatsoever arising in connection with any such Products. 
10. Seller shall be solely responsible to declare the accurate value of the Consignment.
11. Seller shall ensure that all the Consignments are provided to us before the specified cut-off-time specified by us for on time delivery with all the proper documents (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Products contained in Shipments and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliances.
12. Seller shall be solely responsible to ensure that the Consignment is handed over to us within the time slots allotted to Seller by us. If Seller does not handover the Shipment within the time slot allotted, then Seller shall be charged extra for second attempt being made by us to take the Shipment. Such charges will be as displayed on the Platform.
13. Sellers are required to behave professionally with the pickup and delivery associates of Bharat Wholesales. Any misbehaviour, unprofessional conduct, verbal and physical abuse is prohibited and will be considered as a violation of these Terms. Bharat Wholesales reserves the right to remove selling privileges in its sole discretion if deemed that a Seller is in violation of this clause.
14. Seller hereby expressly authorise us and/ or our third party service providers to undertake insurances for safe keeping of Products in the warehouses and during transit of Products, as the case may be, and claim insurance from the relevant insurance company in the event of loss or damage of Products while in its custody (including transit). Seller shall have no objection to the payment of claims to us and/or our third-party service providers in the event of a loss.
15. Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. In the event any penalty is levied by any governmental or regulatory authority on us due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoices with the Consignments etc., Seller agrees to indemnify us, in this regard for all costs, losses, liabilities, penalties or expenses that we may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.
16. In addition to these Terms, the Seller agrees to be bound by the terms of the Undelivered Shipment Policy and Return Shipments Policy, as may be amended from time to time, in case of any undelivered Shipment and return of Shipment respectively.

5. AUDITS
   1. We may in our sole discretion conduct random audits of the Shipments handed over to us for onward delivery to the Consignee or Products that are stored in the warehouse by the Seller to ensure Seller’s adherence to these Terms. Without prejudice to other rights available to us under these Terms or under applicable laws, if it is found or if we believe in our reasonable opinion that the Shipment or Products do not comply with applicable laws and/or do not comply with the packaging guidelines as communicated by us from time to time, we may in our sole discretion levy penalty charges, as communicated to you, from time to time or take such other actions against you as listed under sub clause (ii) below. 
   2. We may in our sole discretion be entitled to do either one or more of the following; 

1. issue a warning letter to the Seller; 
2. recover all amounts that have been remitted against any claims or disputes raised by the Seller in relation to any Order in the preceding ninety (90) days from the date of such audit conducted by us or INR 10,000, whichever is higher;
3. deactivate or suspend a Seller’s account on the Platform, with or without giving any notice to the Seller; and/or
4. such other action which we may deem fit in our sole discretion

6. FEES AND CHARGES FOR S&D SERVICES
   1. In consideration of the S&D Services provided by Bharat Wholesales to the Seller, the Seller will be required to pay a fee (referred to as “Sales and Distribution Support Services Fee” or “S&D Fee”) to Bharat Wholesales. It is hereby clarified that the S&D Fee shall be calculated on the total invoice value of the Order. 
   2. The applicable Sales and Distribution Support Services Fee shall be as communicated by Bharat Wholesales to the Seller(s), from time to time, via the Platform or through such other mode of communication as may be determined by Bharat Wholesales in its sole discretion. It shall be the Seller’s responsibility to routinely check on such Sales and Distribution Support Services Fee. In the event you continue to use the Platform, it shall be deemed that you have agreed to such change in the Sales and Distribution Support Services Fee.
   3. Bharat Wholesales shall issue the invoice for Sales and Distribution Support Services Fee on the Seller, and the Seller shall make payment of the same to Bharat Wholesales. Seller agrees that the Seller alone shall be responsible for ensuring that Sales and Distribution Support Services Fee is paid to Bharat Wholesales. Seller authorizes Bharat Wholesales to adjust and set off such Sales and Distribution Support Services Fee from the amount collected or received by Bharat Wholesales from the Buyer in accordance with the settlement process set out under the Payment and Settlement Services.  
   4. The Sales and Distribution Support Services Fee shall be subject to applicable taxes, as per prevailing applicable laws. Seller shall deduct income tax as applicable against the amounts payable to Bharat Wholesales if required by applicable law, except to the extent where Bharat Wholesales submits a nil/reduced withholding certificate. Seller shall remit the withholding taxes to the relevant tax authorities and enable Bharat Wholesales to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the applicable law. 

5. Bharat Wholesales will charge additional charges from the Seller for providing any additional services or services that are not covered under the S&D Services. Bharat Wholesales shall be entitled to recover/ deduct such additional charges from the amount collected or received by Bharat Wholesales from the Buyer and Seller hereby authorises Bharat Wholesales to adjust the charges from the receivable that are due and payable to Seller by Bharat Wholesales. Such settlement will be done as per the settlement clause set forth under the Payment and Settlement Services. If required by Bharat Wholesales, Bharat Wholesales may enter into a separate arrangement with the Seller to provide such additional services to the Seller. 

6. Bharat Wholesales reserves its right to levy penalty or late payment charges in case of delay by the Seller in clearing any dues payable to Bharat Wholesales and/or charge cancellation charges for any cancellation of Orders by Seller. Seller authorises Bharat Wholesales to adjust / deduct such penalty amount, late payment charges or cancellation charges from the receivables that are due and payable by Bharat Wholesales to Seller. Such settlement will be done in accordance with the settlement process set out in the Payment and Settlement Services herein.

7. S&D SERVICES
   1. Standard Platform Services

2. Standard Warehousing Services 

1. All information provided by the Seller or person acting on behalf of the Seller relating to the Products is complete and accurate; 
2. the Products are properly and sufficiently prepared, packed, stowed, labelled, and/or marked as per the guidelines and instructions communicated by Bharat Wholesales, from time to time; 

1. Seller agrees that Bharat Wholesales shall have the right to provide information to regulatory authorities with respect to Products stored at warehouse(s) and / or any other information that may be asked or requested by regulatory authorities from the Bharat Wholesales and other third parties to whom the disclosures are required to be made as may be required on need be basis.
2. Seller acknowledges and understands that in the event of any Reverse Shipment (as defined under the Return Shipments Policy), such Shipments/ Products will be dealt with in the following manner:
   1. If the Return Request raised by the Buyer is due to following reasons:
      1. Product(s) is physically damaged or is defective, including damage to the outer box delivered; 
      2. wrong Product(s) or the Product(s) is not matching the description or specifications mentioned on the listing page on the Platform;
      3. part of the Order/ Products is found to be missing due to reasons attributable to the Seller, then the Product(s) will be sent to the designated warehouse location of seller (from where the Product(s) was dispatched) or such other location of the Seller. Once the Product(s) is received at the designated warehouse location of seller, the Product(s) will be checked for any outer damage and/or any visible tampering to the packaging and/or any material damages to the Product(s). If the Product(s) is found to be without any such damages, the Product(s) would be inventoried in the warehouse by seller. However, if the Product(s) are found to be damaged, and/or tampered with, for reasons attributable to us, the Product(s) will be retained by seller and the order value of such tampered or damaged Product will be reimbursed to the seller. In this regard, our decision with respect to the findings in relation to the damage / tampering of the Product(s) and the order value to be reimbursed to Seller shall be final and binding on the Seller. 
   2. If the Return Request of the Buyer is for the following reasons: 
      1. any manufacturing defect/ functional defects in the Product(s); or
      2. any quality related issues with respect to the Product(s);

then any such Product(s) which are returned by the Buyer will be returned to you, except where the Products are damaged due to reasons attributable to us. You shall be obligated to accept such Product(s). Bharat Wholesales disclaims all responsibility and liability with respect to any products that are returned by the Buyer and you agree not to hold Bharat Wholesales liable for any s