This Vendor Agreement (VA) is made by and between:
Fashionnshine, a proprietor firm incorporated under the laws of India having its registered office at Nilgiri Garden CHS,E-3/301,sector-24,CBD Belapur, Navi Mumbai, Maharashtra, India owning and operating fashionnshine.com hereinafter referred to as the FASHIONNSHINE)
The person (sole proprietor/company/partnership firm/limited liability partnership firm) ________and having Registered/Office address _____ who is accepting the terms and conditions of this VA either himself or through a duly authorized signatory and who is legally allowed to do business in India (hereinafter referred to as the “the Merchant”)
Fashionnshine and the Merchant are hereinafter individually referred to as Party and collectively as the Parties.
The Merchant is in the business of selling products in the categories selected as part of this Vendor Agreement
Fashionnshine is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfillment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by Fashionnshine.
The Merchant, in view of increasing their sales, is desirous of using the services of Fashionnshine for selling their products online through fashionnshine.com and fulfillment & delivery of the order.
The Parties are desirous of recording the terms and conditions of their Venture Agreement for the purposes set out above subject to provisions and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows: Services to be provided by Fashionnshine:
Technology services: Fashionnshine offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store on fashionnshine.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase.
Internet Marketing Services: Fashionnshine runs intensive internet marketing services for the entire marketplace to drive traffic. Fashionnshine can also run specific internet marketing programs and traffic acquisition plans for the Merchant without any fee.
Payment Services: Customers can make payments for their orders at Fashionnshine using payment options including credit card, debit card, net banking, EMI.
Order Fulfillment: Fashionnshine shall provide customer support services and shall ensure tracking of delivery (delivery to be done by Merchants) and completion of the transaction.
Obligations of the Merchants
The Merchant shall pay the Transaction charges charged by Payment gateway on fulfillment transaction as agreed.
The Merchant shall create an online catalogue of products and upload product listings in their online store at Fashionnshine.com. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data on wholesale page.
The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used one or a counterfeit product.
The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Merchant. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and Fashionnshine shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep Fashionnshine harmless and indemnified in this regard.
The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). Fashionnshine shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Fashionnshine harmless and indemnified in this regard.
The Merchant shall Ship the sold products to the customer directly within 72 hours after the order has been received from Fashionnshine.com.
The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. Fashionnshine shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Fashionnshine harmless and indemnified in this regard.
All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Merchant. Fashionnshine shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Fashionnshine harmless and indemnified in this regard.
Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. Fashionnshine shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep Fashionnshine harmless and indemnified in this regard.
The Merchant shall ensure that the product pricing on Fashionnshine.com will be same or less as available on any other site on the internet including Merchant’s own site.
The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different
The Merchant agrees to be bound by the Fashionnshine Return Policy to accept the items returned by customers. from listing description.
The Merchant agrees to respond to Return Orders (RTO) Delivered to You within 48 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to Fashionnshine Merchant Support.
The Merchant agrees to pay the fine if the Merchant is unable to deliver or ship a sold item within Stipulated time period or unable to fulfill the order.
The Merchant acknowledges that all payments by Fashionnshine to the Merchant shall be after deduction of any money due from the Merchant to Fashionnshine including selling fees, fulfillment fees, return charges against any other orders, etc.
Representation & Warranties of the Merchant
The Merchant hereby represents and warrants that:
He have the full right, power and authority to enter into this Agreement and perform its obligations hereunder, its execution, delivery and performance of this Agreement, and Fashionnshine exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound;
He will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the Fashionnshine.
He has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on Fashionnshine.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this Vendor Agreement or otherwise on Fashionnshine.com which may result in a third party claim against Fashionnshine or its directors, members, officers and employees or other merchants/vendors.
The Merchant agrees to defend and hold Fashionnshine and its affiliated and related entities, and any of their members, officers, Proprietor, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this Vendor Agreement or the representations and warranties contained in this Vendor Agreement or of any terms and conditions and/or policies of Fashionnshine as available on Fashionnshine.com. In the event of any third party claim in relation to the products being traded by the Merchant on Fashionnshine.com which is caused due to default of the Merchant, the Merchant shall, on demand, pay liquidated damages of INR 100,000 or the total value of the claim made and legal expenses incurred by Fashionnshine in defending such claim, whichever is higher (‘Merchant LD’). The Merchant LD shall be in addition to and not in derogation of any other rights and remedies that Fashionnshine may have under law, this Vendor Agreement or equity.
In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, Fashionnshine shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Merchant shall be under an obligation to ensure that Fashionnshine is not made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Fashionnshine from any liability of any nature whatsoever, either present or anticipated.
Merchant acknowledges and agrees that Fashionnshine may at its sole discretion hold, suspend or debit an amount from Merchant’s payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this Vendor Agreement or it has been alleged by a third party that the Merchant is in breach of policies of Fashionnshine.com. Merchant acknowledges that the aforesaid remedies shall be addition to the right of Fashionnshine to terminate this Vendor Agreement forthwith without any notice to Merchant
Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this Vendor Agreement forthwith, by giving a notice in writing to the OTHER PARTY.
Governing Law and Jurisdiction
This Vendor Agreement shall be governed by and construed in accordance with the law of India and the parties hereto submit to the exclusive jurisdiction of the courts at Navi Mumbai, India.
This Vendor Agreement is being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of this Vendor Agreement merely on the grounds that this Vendor Agreement is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this Vendor Agreement is being concluded and executed at Navi Mumbai.
Merchant shall not be entitled to assigns its rights and obligations under this Vendor Agreement without prior written consent of Fashionnshine.
- No Partnership or Agency: This Agreement does not operate to create a partnership between the Parties, or to authorize any Party to act as an agent for the other.
- Waiver: The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies.
- Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid.
- Renewal / Modification / Alteration of Agreement: This Agreement may be renewed, modified and altered upon mutual written consent of both Parties.
- Notices: All documents, approvals, consents and notices are required to be given in the English Language and will be sent in writing by tealeaf, E-mail, Courier, first class airmail, postage prepaid, by either party hereto, to the other at the addresses mentioned above unless specified otherwise. Also incase of a change of address the party shall inform the other party, in writing, about the change of address.
Please accept the agreement and send it back on below address to start your online store without any Registration fees
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date of execution of this Agreement
Signed And Delivered By The Authorized Representative For And On Behalf Of: