VENDOR AGREEMENT
This Vendor Agreement (“agreement”) is entered into between Clean Energy Access Network (“Host”), a society registered under the Societies Registration Act, 1860 having their registered office at New Delhi and ____________________________ (“Vendor”) having their registered office at _____________________.
This agreement shall come into force on the 25th day of November 2020 (“Effective date”).
Whereas this agreement is being entered into to lay down the terms, conditions and obligations of the Vendor listing on the India Renewable Energy Appliances Portal (“Portal”) of the Host.
Whereas the parties to this agreement have agreed to the below mentioned terms, conditions and obligations arising hereof.
DEFINITIONS
- The term “ Portal” shall refer to the India Renewable Energy Appliances Portal of the host and accessible at https://www.thecleannetwork.org/off-grid-portal.php.
- The term “ Vendor ” shall refer to any person or any other registered entity (such as shop, company, society, firm, business), who agrees to the terms of this Agreement for listings their products, or services on the Portal and selling their products, or services through the Portal.
- The term “ products” may include any kind of existing or potential renewable energy related appliances, goods, materials, supplies, articles that are manufactured, imported or otherwise procured by the vendor and are listed by the Portal. The products may also include accessories and any other kind of ancillaries packaged with the main product.
- The term “vendor-services” includes but are not limited to ancillaries to the supply of goods, transportation, installation or any other such incidental services, which the vendor may provide to the user.
- The term “Customer / User” shall refer to any person or entity that enters into a transaction with the Vendor through the Portal.
- The term “ Person ” include any person resident/non-resident of India who is above the age of 18 years who is legally qualified and competent to enter into a contractual agreement as per the Indian Contract Act, 1872.
- The term “Company” means and includes but not limited to any domestic company including but not limited to a Private Limited Company, Public Limited Company, Joint Venture Company, One Person Company registered under the Companies Act, 2013 or a Foreign company or a Subsidiary of a Foreign Company registered in any foreign jurisdiction under the applicable foreign law. The definition of company is not exhaustive and will also include companies which may be unregistered but show the traits of the company. It would be at the discretion of the Host to determine the nature of a Vendor, where the company is unregistered
- The term “ Partnership ” includes any partnership registered under the Indian Partnership Act 1932 or under Limited Liability Partnership Act of 2008. A partnership may also include any partnership or partnership firm that is registered in a foreign jurisdiction under the relevant law of the concerned jurisdiction.
- The term “ Business ” includes any kind of business that does not come under the ambit of a company or a partnership. This can include but is not limited to a shop, unregistered business, MSME supplier, independent contractors etc. The discretion of treating someone as business would solely lie with the Host.
- The term “ Trusts ” means any trust recognized, registered and governed under the Indian Trusts Act, 1882. The term Trusts may also include any trust that is based out of India in a foreign country but is registered and governed by the concerned foreign law.
- The term “Societies” means any society registered under the The Indian Societies Registration Act of 1860. The Societies may include any society based out of India in a foreign country and is governed by the concerned foreign law.
- The term “ Registered Office ” for a “Company” would be such a place where the company is incorporated. For a “Partnership”, it would mean the place where the partnership is registered and in case of absence of registration, a place where the main operations are carried out from. For a “ Person ” it would be a place which he chooses to register with the portal. For a person a residential address can also qualify as a registered office.
- The term “ Jurisdiction” means any place whose laws would apply and where the case may be litigated in case of a dispute. In the present agreement unless stated otherwise, the “Jurisdiction” would mean Indian Jurisdiction.
- The term “Data” includes but is not limited to any kind of Personal information, Pictures, Graphs, Business information, Financial Reports, Technical information, Usage reports, IP addresses, Customer information, Supplier information, Product information or any other materials or that is generated by the execution of the agreement and in the due course of usage of the portal.
- The term “Confidential Information” includes but are not limited to any kind of Personal Information, Business information, Financial Reports, Technical Reports, Usage Reports, IP Addresses, Customer information, User information, Passwords, Payment terms, Bills, Quotations and Agreements, Product Information and any other materials that have sensitive nature.
- The term “ Legal Personality” means any person, thing or entity that can do things that can undertake legal actions including but not limited to entering into contracts, own property, sue, capable of being sued etc.
OPERATIVE CLAUSES
SCOPE OF THE AGREEMENT:
The Vendor agrees to the competency and capability of the portal. Therefore, as a consequence,
also agrees to the utilization of the services of the portal. The Vendor may provide products
and/or vendor services as per the terms set henceforth in the contract. The Vendor undertakes
that it understands that the “Portal” is an Information utility, which would facilitate a platform,
where Vendors can meet Customers or users looking for products and vendor services relating
to renewable energy. “The Portal” would charge its fees as per the stipulations of payments in
this and other related agreements. Vendor also acknowledges the existence of contractual
obligations between the “Portal” and itself and therefore, agrees to bind itself with the
conditions of this agreement. The Vendor also acknowledges that it has the requisite
competency and expertise to satisfactorily carry out its obligations as per this agreement.
COVENANTS
- Vendors shall be solely responsible for the quality, quantity, merchantability, guarantee, and warranties in respect of the products. The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
- The vendor represents and warrants that it, or its distributors, currently possesses all the licenses, certifications, and accreditations required to perform and deliver off-grid products to any location where its products are distributed. Vendor shall inform customers of the nature and consistency of the products and shall give customers appropriate warnings in relation to any health and safety concerns or handling of hazardous risks.
- The Vendor warrants and represents that it is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into the present agreement with the Host. It is the Vendor’s sole responsibility to ensure compliance with every applicable existing and/or future laws of the Republic of India, that may require any kind of compliance.
- The Vendor warrants and represents that it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Host and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
- The Products offered by the Vendor are either manufactured by the Vendor or are sourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”). In the event the Vendor purchases the Products from the Supplier, the Vendor has to furnish a no objection certificate from the owner/manufacturer of the Products for the sale thereof.
- The product shall be authenticated in nature in terms of brand name, specifications, images and costing of the product. The description of the product shall be done by the way of text descriptions, images or videos. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. The Host does not accept responsibility for any liability in respect of the accuracy of product details provided on the portal. The Vendor undertakes that it will list only existing or potential Decentralized Renewable Energy products on the portal.
- Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party.
- ) Vendor shall ensure to list/upload the product description and image only for its own products which are offered through the Portal. The Vendor shall under any circumstances not upload information, links, contact, email ID, phone numbers or any other kind of promotional content of any third party from their account. Indulging in any such activity can lead to termination of agreement and suspension of services, including blocking of IP addresses and delisting of such Vendors.
- In the event that the Product(s) furnished on the portal are banned/prohibited due to any reason, the Vendor shall immediately update it through the supplier login on site.
- Users/Customers will have an option to send enquiries to the vendor by clicking “Get latest quote here” option on the product page and the enquiry form on the company page. A copy of the enquiry email will be marked to the Host. This data will not be shared with any unauthorized person/entity and will be used only to gather market intelligence and to gather information about the connections the Host has facilitated.
- The Vendor shall have the obligation to inform the Host in case any enquiry through the portal leads to a sale.
GOVERNING LAW:
The vendor acknowledges that the present agreement is governed by the Indian Contract Act, 1872 and other relevant laws of India. Any and all the procedures, legality, liability that may arise will comply with the above-mentioned laws.
REGISTRATION BY THE VENDOR:
The vendor hereby agrees to follow and fulfill all the criteria that may be set by the Portal before getting access to their services. This may include providing necessary documents, fulfilling paperwork including KYC documentation and payment of registration fees as prescribed. Failure to follow the registration process would make the Vendor ineligible to access the services of the Portal.
CORRECT INFORMATION:
The vendor acknowledges and undertakes that when asked for any information, they would provide correct information in good faith. Failure to provide correct information, or deliberately providing incorrect information can lead to termination of the contract. The vendor also acknowledges that such furnishing incorrect or incomplete or false information may give rise to damages if they arise.
NON EXCLUSIVE NATURE OF THE CONTRACT:
The vendor hereby acknowledges that the agreement is non-exclusive in nature as per the nature of business. The vendor may be one of the vendors that may utilize the services of the Portal to sell and/or publish their products and vendor services. At no point the Vendor shall claim exclusivity rights pertaining to the usage of the services of the Portal.
FEE AND PAYMENT PROCEDURE:
. The Host may, at its discretion, levy upon the Vendor a listing fee for the usage of services of the Portal. The fee shall be communicated by the Host to the Vendor in writing
The Vendor shall be required to accept and comply with the requirement of applicable Portal listing fee.
The Host hereby clarifies that the terms of the applicable fee and the terms of the payment may be communicated separately to the Vendor but shall be read into and form part of this Vendor agreement upon acceptance by the Vendor.
TAXES
The vendor agrees to pay their tax dues as and when they arise. These may include but are not limited to any kind of Direct, Indirect, Custom, Duty or any other kind of charge that may be levied by the authorities as per the Indian Taxation Laws.
NON-DISCLOSURE REQUIREMENTS:
. A vendor undertakes that they would not, under any circumstances except those prescribed by the law, disclose any of the Confidential information mentioned under the Definitions clause.
The vendor has a responsibility to keep the contractual details of this contract which include rates and payment details and other “Confidential Information” that they may have access to, confidential.
Any breach of this contract may give rise to damages and other liabilities that includes termination of the contract. The vendor also acknowledges that they would take utmost measures to protect the “Confidential Information” of the Portal and the Customers that it may access through the Portal.
The obligations under this clause shall survive and the Vendor shall be bound by the obligations under this clause even after the termination of this Agreement or severance of any other clause hereunder.
LIABILITY
The vendor hereby commits that they would not engage in any Criminal, Tortious or Civil misconduct while using the Portal. The Vendor also acknowledges and undertakes that the Portal shall not be held responsible for any civil or criminal liability that may arise due to the vendor’s conduct in carrying out their business. This may include but are not limited to Cheating, Fraud, Non-Delivery of goods, Lapse in quality of products or services. Further, the Vendor also agrees that in case such liability arises, the Vendor would indemnify the Host for the same as per the conditions of Indemnity Clause.
DATA PROTECTION:
Both the parties acknowledge that they may have access to certain Data as defined under the Definitions clause. Both the parties undertake that if any data is accessed or is made available to any of their employees, agents or contractors and any other related party, they would not store, copy, imitate, record, analyze, photograph or video graph or use any other technique that may be used to manipulate this data. They would also strictly comply with all the data protection laws of India as notified by the Government. They would also not transfer this data outside the borders of India except when it is necessary for the ordinary course of business or as required by any Government agency from time to time.
The Host may be required to share the vendor and customer data such as pricing, cost details of the products etc with the Ministry of New and Renewable Energy for deciding the benchmark cost of products.
The Vendor hereby undertakes that it would not, under any circumstances, share or sell any data of the customers or users that it may receive through any means via the portal to any third party.
The Vendor understands and agrees that the portal is an open source facility/software available for access in the public domain. Therefore, the Host cannot be held liable for any actions of third party (including any actions of the User/Customer) which may include but are not limited to unauthorized sharing/downloading/using of images uploaded by vendor, images, logos or any other intellectual property of the vendor. Any breach of intellectual property of the Vendor in the public domain of the portal would not give rise to any kind of liability for The Host.
DATA PROTECTION MEASURES:
- 1Both the parties undertake that they will undertake all the measures necessary to protect data from various attacks which include but are not limited to Phishing, Hacking, Cyber attacks etc. This may include using encryption, data protection software, firewalls etc. to protect sensitive Data. In case the Vendor fails to take measures necessary for protecting both the Host’s data or any other Customer’s data then they may be liable for any liability that may arise due to such failure.
- The Vendor also agrees that they would not, under any circumstances, share, sell, direct or publish any data of any user that they receive through the portal. Failure to comply with this may give rise to right to claim damages. The Vendor also agrees to indemnify the Host if any such breach happens and a user brings any kind of action against the Host.
LIABILITY FOR FAILURE TO TAKE DATA PROTECTION MEASURES:
Both the parties agree that in case of a Data breach or a Data breach arising out of when any of the parties fail to take adequate protection measures prescribed in Clause 12 would be liable for such breach. The liability may include but may not be limited to various penalties under the relevant laws, damages arising out of such breach and termination of contract.
INDEMNITY CLAUSE:
The vendor hereby agrees to indemnify, defend, or save harmless the Host in case of any liability, claim, actions, legal suits, petitions, damages or losses, expenses or liabilities that may arise as a result of any direct or indirect action undertaken by the vendor. These actions may include any kind of Civil wrong, Criminal offense, Tax liability, Breach of duty towards customers, Non-Delivery of goods, Delivery of sub-standard quality of goods, Breach of Commercial Duty towards Consumer, Payment issues with customers, Refund to customers, breach of contractual obligation towards customers etc. If any such action leads to a liability of the Host then the Vendor agrees to refund and/or make good any such loss that may be incurred by the Host. Indemnity would also include legal fees that would be undertaken by the Host to defend such claims arising against it.
MODIFICATION:
There can be a modification to this contract, if both the parties mutually decide in writing to modify any part of this contract. Any party can raise a request for a meeting, discussion or an online discussion or any other method of communicating that is acceptable to both the parties, to modify the contract. It is stipulated that a notice for such meeting must be given to the other party 30 days prior to the proposed date of said meeting. This time requirement can be relaxed if there is consent of both parties.
TERMINATION:
.1This agreement may be terminated at the will of any party without assigning any reason. The vendor, however, agrees that in the event of Termination at will they shall forfeit the right to any registration fees that they may have paid to the Host for accessing the services of the Portal. Termination at will shall require a written notice in the form of a letter or electronic mail 30 days prior to the date of the desired termination. Both the parties also undertake that in case of termination they will clear all the legal dues that may have arisen or may be pending during the working of agreement.
In the event that the Vendor indulges into any misconduct including publishing false/misleading/incorrect information or providing deficient service or breach of any other terms of this agreement, the agreement may stand terminated at the option of the Host. The Host shall notify the Vendor of the said misconduct and shall proceed to delist the Vendor from the portal within 15 days of such notification.
DISPUTE RESOLUTION CLAUSE:
In case of any dispute that may arise between the parties during the pendency of this agreement, they may choose to resolve their disputes as per this clause. The Vendor agrees that the first method of Dispute resolution for this contract would be mediation. Failure of the process of mediation would give right to both the parties to initiate arbitration proceedings as per The Arbitration and Conciliation Act, 1996.
ARBITRATION PROCEDURE:
The Seat and the Venue of Arbitration shall be India. The Arbitration would follow the governing law and procedures as prescribed in Clause 17.
ELECTRONIC EXECUTION:
These Terms & Conditions are 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 these Terms and Conditions merely on the grounds that these Terms and Conditions are being executed electronically. For the aforementioned purposes, the Parties hereby agree that these Terms and Conditions are being concluded and executed.
