The Company owns a domain-name registration, the website under the domain-name WWW.FASBEE.COM (Portal / Website) and the brand under which the Portal is operated. The Portal operates as an online e-commerce marketplace for the display, advertising and sale of groceries, condiments and lifestyle products to the end customers (“Customers”). The company buys the products required to full-fill the customer’s orders from the vendors and plans pick up from the vendor’s place and delivers it directly to the Customer’s place using company’s nominated logistics provider.
The Vendor seeks to sell his/her/its services / products which it makes available for sale on the Portal from time to time during the Term of this agreement .Such Products are either owned by the Vendor or are sourced/purchased by the Vendor from third party suppliers (“Suppliers”). The Parties now wish to enter into this Agreement with the following terms and conditions which will govern the relationship of the Parties.
1. The Products contemplated to be sold via the website of the Company :
(i) The Vendor hereby undertakes to offer and supply the list of products which they commit to the Company at any given point of time during the period of this agreement. Based on market analysis conducted by the Company, the Company may make recommendations to the Vendor from time to time on the specific products, and the quantities thereof, from the entire range / collection that are to be offered for sale by the Vendor.
(ii) The website will only display the products and items on their portal and nowhere the vendor name or the vendor details will be displayed or published. The products on display thus sold to the Customers will mention FASBEE as the seller and irrespective of the vendors. The vendors will only act as a supplier to the company.
(iii) The Parties agree that the Vendor shall be free to sell the Products via means other than the Portal.
(iv) Notwithstanding Clause 1 (I), the Parties shall mutually agree upon, from time to time, to be recorded in writing, certain Products that the Vendor shall exclusively offer for display, advertising and sale through the Portal only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any other entity to provide any services similar to the Services without first obtaining the prior written approval of the Company.
2. Facilitation of sale of products through the portal
(I)As part and parcel of the Services, the Company shall carry out the following functions
(ii) The Vendor authorizes the Company to,, provide to Customers / users of the Portal on behalf of the vendor (a) information and assistance in relation to the listed Products and sales thereof, (b) Information in relation to status of the order placed by Customers, and (c) operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
(iii)The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case maybe.
(i) The Company shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the guidelines and other Product specifications provided by the Vendor.
(ii) The Company owns the responsibility to Advertise and promote their Brand. While the Vendor has the option to recommend they shall not have the right to interfere in the Company’s decision. The Company shall advertise from time to time, the Products via offline means (including newspapers / magazines / television / radio commercials).
(iii) For specified Product Lines , The Company shall inform the Vendor , whoever is offering such product lines, of the date(s) that have been assigned for the shoot of the Products in relation to display of the Products on the Portal and the advertisements. It shall be the obligation of the Vendor to provide samples of the Product selected for display on the Portal at least 20 (twenty) calendar days in advance of the day for shoot.
Where a Product has been shot and then displayed on the Portal and the Vendor fails to deliver such Product to the Customer in accordance with the terms of this Agreement, then notwithstanding any other liability of the Vendor, the Vendor will be liable to pay to the Company the charges incurred by the Company for arranging for the shoot of each such Product, which shall be a minimum of INR 2000 for each Product.
(iv) The Company may from time to time introduce Freebies and other promotional materials to reward loyal customers or to promote specific products. These may be entrusted to the vendors to be dispatched to the customers along with the ordered goods. The vendor shall distribute these freebies /promotional materials strictly in accordance to the company’s directions and in the event of any loss/damage/ misappropriation /mal distribution of these, the vendor is bound to compensate the company.
4. Agreed price
(i) The Company after studying the market and existing variety of products and services shall after due deliberation with the Vendor arrive at an Agreed Price for every product or service sourced from the Vendor or his supplier. The Agreed Price can be subject to revision with a minimum time line of one day and is deemed to be revised only if agreed in writing by both the Company and the Vendor. The Company shall be bound to pay the Agreed Price to the Vendor for the products /services sold through its portal.
(ii)The price fixed for the customers that is displayed on the portal is a sole decision of the Company.
5. Quality and Quantity Assurance:
(i)The vendor should ensure to maintain the quality and standard of the products offered for sale to the Company and The Company holds the right to return the non standard products and items directly from the end customer to the vendors and charge the suitable cost to the vendor.
(ii)For Specified Product Lines Prior to the advertising of a Product on the Website, the Vendor shall provide sample(s) of the Product, which will be provided for the shoot mentioned above, on which the Company shall carry out a quality assessment based on the relevant quality parameters prescribed by the Company (“Quality Parameters”)
Where sample Products do not satisfy the Quality Parameters, the Company shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the Company out of such replaced, repaired or improved or upgraded Products and the process of assessing the quality thereof shall be carried out again.
(iii) Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the Quality Parameters.
(iv) Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, within 2 (two) business days, ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above,) for servicing customer orders, and provide documentary proof thereof to the satisfaction of the Company (“Stock Statement”).
These Products will be blocked / set aside explicitly for sales via the Portal, in a warehouse, which shall be mutually identified and agreed by the Parties at the time of executing this agreement. (“Warehouse”)
Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, and no longer than twelve hours (12 hours) from such Product(s) or stated quantities thereof becoming unavailable, notify the Company in writing of the unavailability so that the listing on the Portal may either be modified or an alternate source can be arranged to full-fill the customer orders.
(v) If the Company finds that the vendor has failed thrice, to have ready for pick up, any of the goods ordering, then there is a presumption that the Vendor has breached the assurance of maintaining minimum quantity essential to this agreement.
(vi) The company may conduct audits both with and without notice and inspect the quality of storage, packaging, delivery and allied facilities pertaining to the business of the Company.
6. Ordering, Packaging and Delivery:
(i) The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website. Upon receiving the confirmation of the order by the Customer, the Company will update the details of the confirmation of the order on the internal portal which the Company shall maintain for the Vendor.