SELLER SERVICE AGREEMENT

Between:

labekart.com a website of TechnoConcept (India) Pvt. Ltd., a company established under Indian law, with registered office at

824/3,Sukhdev Nagar

Kotla Mubarakpur

New Delhi–110003
India;

hereafter referred to as “labekart”;

and:   

Seller or Vendor of the product who has registered himself his entity on “Create a Seller Account” area of  www.labekart.com to sell his products.

hereafter referred to as “SELLER”;

1.    TERMS & CONDITIONS:-

a.    AVAILING THE SERVICE OFFERED BY WEBSITE labekart.com SHALL MEAN THAT THE VENDOR / SUPPLIER AGREES WITH THE FOLLOWING TERMS AND CONDITIONS MENTIONED AS UNDER IN THE VENDOR AGREEMENT

b.    This Vendor Service Agreement (hereinafter referred to as the “Agreement”) is entered between the “Vendor” (Entity which are Manufacturer or Distributor or Importer) and labekart, (hereinafter referred to as “labekart”), a website owned by Techno Concept India Pvt. Ltd., New Delhi, India.

c.     The Agreement shall put forward the terms and conditions that shall govern all the online activities carried out by the Vendor while using the services and technology provided by labekart or the term of their association with labekart.

d.    The Vendors, who want to start using the Services, has to register at the Website. After you agree to be bound by this Agreement and complete the registration form, labekart will establish an account for you (the "Account") and provide you with a unique login ID and password. labekart is entitled to refuse to register a new Supplier without indicating the reasons.

e.    Use of the Website and/or the Services are limited to customers those who are 18 years or older and lawfully can enter into and form contracts under the applicable law. To register, Vendor must provide all information required in the registration form. labekart will apply its undertakings and exercise its rights referring to this information. You authorize labekart to verify the accuracy of your information and to perform credit or background checks as it desires. labekart can also request you to provide any documents required to perform either Vendor’s background check or check of the provided information. Particular documents that have to be submitted will be specified in the notification.

f.      A designated/specific person appointed by the entity will be solely responsible for maintaining the confidentiality of your unique login ID and password, and for their use. As traffic on this Website may be monitored, evidence of the use of the login ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to your usage of the Service and/or the Website.

g.    labekart may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website and/or the Services at any time in its sole discretion. Any such changes will be effective upon the posting of the revised Agreement or such policies and rules on the Website. Vendor is solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Continued use of the Website and/or the Services following any such revisions to the Agreement or such policies and rules will constitute Vendor’s acceptance of such changes. If the Vendor does not agree to any such changes, kindly contact customer care or Vendor Relationship manager. We, however request you to kindly do not continue to use the Website until your problems are resolved and accepted.

2.    DEFINITIONS:

a.    “Vendor”: Any entity (Manufacturer or Distributor or Importer) who desires to establish an online store for selling products or services using the space provided by labekart, by accepting this agreement’s terms and condition.

b.    “Product management”: Product management shall mean managing the content. Management on the website which is primarily done using tools like the Multi-Merchant Tool (a module that has been developed to upload / manage product information on the website). The product is uploaded using this tool as well as any subsequent product or content uploads or modifications are managed using this tool.

c.     “Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.

d.    “E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Product Management, Product and Price Updates, Delivery and Vendor Management, Order Processing and Vendor Fulfilment.

e.    “Payment Gateway”: Payment Gateway shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net-banking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured.

f.      “Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions that can seamlessly integrate with most Vendors, logistic Vendors and payment gateways. The solution can be categorized into three parts- the front end (customer facing), the back end (vendor facing) and the business – analytics.

g.    “Encryption”: Encryption means the 3-D secure protocol provided by Visa/ Mastercard to enhance the security of internet payments which shall be implemented and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank wherein the card details are entered and the transactions are authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the Issuer Domain (the bank issuer of credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).

h.    Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as a synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web.

i.      “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on the Online Store.

j.      “Price” shall mean the cost at which the Products are to be delivered to the Customer exclusive of Shipping charges with applicable taxes (if any).

k.     “Vendor Materials” means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Vendor or its Affiliates to labekart or its Affiliates.

l.      “Vendor Order” means an order for a Vendor Product initiated through the website.

m.  “Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.

n.    “Sign-up Fees” shall mean the non-refundable fees payable by the Vendor towards the initial creation of online store.

o.    “Commission” shall mean the margin per transaction charged by labekart to the Vendor at the rates agreed to between the parties, upon the sale of product on online store. (i.e. Margin per transaction charge for Vendor Product sold through labekart or any of its Affiliate website as well as Vendor website. For sale on labekart site or its affiliate or other sites owned by labekart, a separate vendor agreement needs to be signed)

3.    PRODUCTS & CONTENTS:

a.    If Vendor owns any product catalogue then vendor shall be solely responsible for the relevant information of the Products and Vendor shall create, acquire and upload legitimate and accurate product data (product code, technical specifications, manufacturing date, expiry date etc.) Thereafter, Vendor will be responsible for updating / publishing or maintaining such information and will do so using the Management Tools and data feeds in designated format.

b.    Vendors also agree and acknowledge to share its appropriate contents in the pre-defined labekart digital formats (XML, Excel) for listing their products on labekart or any Affiliate website which are owned, managed and operated by labekart.  Vendor will always abide by the product information provided and must accept full responsibility in case of providing incorrect information. labekart holds all rights to use, display the Vendor and / or the original brand of the product on labekart. Vendor must provide frequent price updates (including discount and promotion information) in pre-agreed digital formats (XML, Excel) with sufficient time for publishing to the labekart website or any of the Affiliate websites which are owned, managed and operated by labekart. Until a new price update is provided to labekart, Vendor will abide by the earlier price provided in fulfilling the orders received.

Either labekart will provide vendor with Log In ID & password to allow Vendors to enlist, maintain and update their product offerings on the labekart website.

c.     However, it is specifically clarified for the avoidance of doubts, that data provided by Vendor needs to be legal and authentic. In case of any financial claims or otherwise on Vendor by any third party, in respect of unauthorized / illegal mode for preparing/ sourcing the catalogue / product data, Vendor indemnifies and shall continue to indemnify labekart against any liability/claims made against the labekart due to such illegal data provided by Vendor.

d.    The pricing on labekart shall be the sole prerogative of Vendor and labekart shall display the price details on the website accordingly as provided by the Vendor but labekart can ask or run different schemes/ discount offers on different products as and when required.

e.    Vendors confirm that at the time of registration at the Website you have entered correct data about yourself and that afterwards, when changing or adding this data in the Account, you will enter only correct data. The Supplier/Vendor shall bear any losses that occur regarding to the submission of invalid/incorrect data. Vendor must unconditionally warrant that any Product characteristics submitted by them at the Website and any other information, data and/or content provided: (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of labekart or any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libellous, and, (v) will not create liability for labekart.

f.      Vendor shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by this Agreement and legal requirements. The Supplier's registration at the Website implies their confirmation and a guarantee that by selling Products to labekart, Vendors will act honestly and in such a way that it would meet the interests of both the Vendors and labekart. labekart has a right to restrict Vendor’s usage of the Website without prior notice if the Vendor uses the Website in an unlawful or any other unaccepted way.

4.    SERVICES:

a.    Vendor will be responsible for product quality, packing and services (before & after sales)

b.    Vendor will be responsible for all after sales services, not limited to but includes warranty, guarantee, technical support, installations, servicing (instruments) etc.

c.     Vendor will be responsible to mention all services that they can provide to the customers, for the products sold on labekart and has to mention their limitations (if any) clearly for each product.

d.    The Vendor should maintain sufficient stocks (minimum amount as mentioned on the web against each product) for fast and easy supplies.

e.    Vendor is expected to pack the material in proper manner as per manufacturer’s guidelines and provide it to shipping company as instructed by labekart.

f.      Upon receiving 3 unsatisfactory reviews and/or complaints from Customers, labekart will give Vendor one more chance to improve their services. Thereafter, if one more unsatisfactory review/ complaint is received from the customer, labekart reserves the right to stop services of that particular Vendor and terminate the contract.

5.    TESTING SERVICES:

a.    Vendors registered for providing services will be responsible for clearly mentioning the procedures for:-

                                               i.     Sample preparation method

                                             ii.     Sample amount

                                            iii.     Sample packing

                                            iv.     Transport method (Room Temperature/ Dry Ice/ Fragile/ Cool pack)

                                              v.     Sample qualifying criteria for testing

                                            vi.     Declaration (if any)

                                           vii.     Courier/ Logistic company (Preference if any)

                                         viii.     Any other requirement

b.    Vendor has to clearly mention the time required for providing result to the customer and method.

c.     Vendor will have to agree that labekart will not be responsible for any losses during transportation.

d.    Vendor will have to provide sufficient test result to prove the sample (sent by customer for testing) does not qualify for testing and customer has to resend the sample for testing.

6.    PRICES & PAYMENTS:

a.    Vendor will be responsible for product pricing.

b.    Product pricing should be clearly mentioned as per selling unit (piece/pack/box/case) and should mention clearly the quantities & prices as per pack size.

c.     Sales Tax charges (VAT/CST) and Service Tax charges (for any instrument services/ other services provided by the vendor) has to be entered and maintained by Vendor for their products as per Government guidelines and product category. labekart will not be responsible for any wrong entry of taxation and loses will be borne by Vendors. Any claim for change in Invoice or re-issuance of Invoice will not be entertained by labekart.

d.    Vendor has full right to control the discounts and offers for any of their products and labekart reserves the right to run special offers on selected products at their discretion.

e.    After successful completion of supplies as per order and with no complaints from customer (as per Return Policy), labekart will deduct its own margins (30%-Thirty percent) and transfer the remaining amount (including VAT/CST charges) to the vendor with in 30 days time. Vendor will be responsible for all tax payments to the Government as per laws.

f.      Vendor will be responsible for all tax liabilities for the business conducted through labekart.

7.    SHIPPING:

a.    Vendor agrees to pack material according to international standards and as per manufacturer’s requirement. Any return due to breakage, damage during transit will not be the responsibility of labekart.

b.    Any glass/ breakable material or material having glass part has to be properly packed and labelled as “FRAGILE” on the box.

c.     Losses and returns due to improper packing and/or use of low quality packing material will be borne by Vendor and labekart will not be responsible for the same.

d.    Any losses due to non-supply of material after Order & Pickup confirmation by Vendor, will be the sole responsibility of the Vendor and charges incurred due to this will be borne by the Vendor; labekart shall not be held responsible for such losses. 

8.    RETURNS, REPLACEMENT & REFUNDS:

a.    Vendor will agree to abide by the Return & Refund Policy of labekart.

b.    Vendor agrees to maintain quality, services as promised and mentioned on labekart tand packaged according to international standards and as per manufacturer’s requirement.

9.    DISPUTE RESOLUTION; GOVERNING LAW

This Agreement is governed by and construed under the laws of the State of New Delhi, India, excluding any body of law governing conflicts of law.  Vendor irrevocably waives any objection on the grounds of venue, forum non-convenience or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and irrevocably consents and attorns to the non-exclusive jurisdiction of the courts located in the State of New Delhi, India, for any claims arising from or related to this Agreement.  The Parties hereby waive all rights to a trial by jury in any matter arising out of or relating to this Agreement.  No dispute between the Parties, or involving any person but Vendor, may be joined or combined together, without the prior written consent of labekart.

10. TRADE MARKS & LOGOS:

The trademarks, logos, services, specifications of products, photos, etc. (collectively known as Contents) are the property of manufacturers or respective third party. Vendor will have to provide the written consent of manufacturers or third party (being the owner of Contents) and/or will not permitted otherwise, under Intellectual Property Rights Act. Vendor must accept and acknowledge that you shall not copy, republish, post, display, translate, transmit, distribute or reproduce any Content through any medium without obtaining the necessary authorization from labekart or third party owner of such Content.

11. PERMISSIONS:

a.    Vendor agrees to provide the following documents and permissions to register and sell the products on labekart.

                                               i.     Company registration certificate / MOU

                                             ii.     Tax Registration Certificates (Sales CST & VAT, Service, Excise, Wholesale Drug Licence etc.)

                                            iii.     Latest Agreement Copy with Principle company/Manufacturer (for Importers and/or distributors).

                                            iv.     Permission to use the trademarks, logos, services, specifications of products, photos, etc. (collectively known as Contents) on labekart.

                                             v.     Copy of GMP or any Certification obtained by Service Provider.

                                            vi.     Drug License if applicable

                                          vii.     Cancelled Cheque

b.    Vender will take sole responsibility for authenticity of all documents and permissions provided to labekart.

12. RESTRICTED PRODUCTS:

labekart reserves the right to terminate services of Vendor if any illicit and illegal product, photo, video etc.(collectively known as Contents) is uploaded or listed for selling on labekart. Also, labekart reserves the rights to terminate the services of vendors for listing products that are not related to labekart business until & unless prior permission is requested from labekart.

13. INDEMNIFICATION:

Vendors or their associates (as applicable, the Indemnifying Party) will defend, indemnify and hold harmless labekart (the Indemnified Party) and its Affiliates (and their respective employees, directors and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys fees) arising out of any claim to the extent such claim incurred or suffered by labekart or its Affiliates by a final determination by due process of law, and is based on any actual or alleged breach of the Indemnifying Party’s representations, warranties, or obligations set forth in this Agreement or by any other Associate of Vendor.

For labekart  

TechnoConcept India Pvt. Ltd.

(CIN # U51397DL1997PTC088421)

New Delhi, INDIA.