Seller Agreement - The AC Wala

VENDOR AGREEMENT

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This VENDOR Agreement (“Agreement”) is made on this the ______ day of ____________ (“Effective Date”) at _________.
1. GENERAL
This Agreement creates binding legal obligations on you. If you do not agree to any of the terms of this Agreement, please do not access the Platforms, use any of the services offered through the Platforms or register an account for such services.

1.1 These terms and conditions constitute the agreement (“Agreement”) between you (“Vendor”) and ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA) and our affiliates (“we,” “us,” or “ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA)”) regarding your use of our ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA) service (“Service”) in India, and applies to our website https://www.theacwala.com/ / (“Website”) and to the ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA) application for mobile devices (“THE AC WALA App”) using operating systems such as iOS, Android, and/or Windows Mobile or running in browsers of such operating systems (the Website and the ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA) (ANHK INDIA ELECTRONICS PRIVATE LIMITED (THE AC WALA)) App are collectively called the (“Platform“)

1.2 Your use of the Service is subject to this Agreement, our privacy policy (“Privacy Policy”) and terms and conditions, (“Terms and conditions”) which are located on the Platform. You agree to accept our Terms and Conditions and Privacy Policy which constitute integral parts of this Agreement.

1.3 We reserve the right to modify the terms of this Agreement at any time. Such changes will become effective when we post the modified Agreement on the Platform. Each time you use the Platform or the Service, the then-current version of this Agreement will apply. If you use the Platform or the Service after a modification of this Agreement, you agree to be bound by the terms of this current version of the Agreement as modified.

1.4 This Agreement contains important information regarding your rights with respect to the Platform and the Service, including your relationship with us. Please read this Agreement carefully, and review this Agreement regularly.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. GOODS / PRODUCTS
The Purchaser under this Agreement shall purchase such goods and products as mentioned under Annexure ‘A’ annexed to this Agreement and such other goods and products that Vendor may supply from time to time on the acceptance by the Purchaser to purchase such other goods / products. (“the Products”).

2. Delivery, Invoicing and Payments

2.1 Vendor shall deliver the Products as per the requirement shared by the Purchaser within a period of 2-7 working days.

2.2 Vendor shall issue its invoice for the Products provided under this Agreement upon delivery of the Products.

2.3 The invoice shall be payable by the Purchaser within 7-14 days of the receipt of the invoice.

2.4 The Purchaser shall be responsible for all taxes, duties and charges of any kind imposed by central or state government on any amounts payable to Vendor hereunder.

3. Term and Termination

Term:

3.1 This Agreement shall remain in force for a minimum period of 12 months from the Effective Date. (“Initial Term”). The Term shall be renewed automatically unless terminated by mutual consent.
Termination:

3.2 Either Party may terminate this Agreement upon written notice to the other Party in the event that:
  1. the other Party commits a material breach of the Agreement and fails to cure such default to the non-defaulting Party’s reasonable satisfaction within 30 (thirty) days after receipt of notice; or
  2. the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.
Consequences of Termination:
3.3 Upon the expiration or earlier termination of this Agreement. Purchaser shall make complete payments for the Products already delivered.
3.4 The termination of this Agreement shall not affect the respective rights and liabilities of the Parties hereto accrued prior to such termination.
3.5 All clauses of this Agreement including this clause which are express, or which by implication are intended to survive the termination of this Agreement shall so survive and continue in full force and effect notwithstanding the termination of this Agreement.
4. Purchaser’s Obligations
4.1 The Purchaser hereby undertakes at all times during the term of this Agreement to purchase the Products and the make payments as per Clause 1 & 2 respectively of this Agreement.
4.2 The Purchaser shall comply and continue to comply with all the statutory provisions and shall obtain all licenses, permissions and registrations as may be required under applicable law, for the conduct of their business and which permits the Purchaser to purchase the Products under this Agreement.
4.3 The Purchaser shall comply with all applicable laws and regulations. Vendor shall in the event of any violation of this clause, have the option at its sole discretion to terminate this Agreement with immediate effect without notice or payment in lieu thereof.
4.4 The Purchaser shall not, during the term of this Agreement or thereafter, use or disclose any documents or information relating to Vendor to any person, or body of persons.
4.5 The Purchaser or his/ her affiliates, employees, agents or any other entities controlled by the Purchaser shall not directly or indirectly not make any disparaging, denigrating, derogatory, negative, misleading or false statement orally or in writing to any entity including without limitation to press /media, investors, competitors, customers, financing partners, employees, etc, about vendors , its affiliates, subsidiaries, shareholders, employees, investors, business plans, strategies, practices, or operations of vendors.
4.6 The Purchaser agrees that any written or oral communication with any third party on behalf of Company will be made in good faith and with best interests of Vendor in mind.
5. Vendor’s Rights and Obligations
5.1 Vendor shall supply such quantity and quality of the Products as agreed by the Parties from time to time. In case Vendor is unable to deliver the agreed quantity, Vendor shall inform the Purchaser in writing about the inability to deliver the agreed quantity. The inability to supply the adequate quantity shall give rise to any claim for damages / compensation against Vendor by the Purchaser.
5.2 Vendor shall abide by the delivery schedule as far as possible, in case Vendor is unable to deliver the Products in the agreed time, Vendor shall inform the Purchaser in writing about the inability to deliver such Products in such time. Delay in delivery of any of the Products shall give rise to any claim for damages / compensation against Vendor by the Purchaser.
6. Representations and Warranties
6.1 Both Parties represent and warrant that they have full power and capacity to enter into and perform their obligations under this Agreement and has taken all necessary actions to authorise the execution and performance thereof and this Agreement when executed will constitute valid and binding obligations on and against it, in accordance with its terms;
6.2 Both Parties represent and warrant that they will hold, at all times, all licenses and/or permits necessary under all applicable statutes and regulations for them to perform the Services hereunder and will register this Agreement with any appropriate body if required;
6.3 Both Parties represent and warrant that, in performing their duties and obligations under this Agreement, they will not put themselves or the other Party in breach of any applicable laws, rules or regulations;
6.4 Both Parties represent and warrant that, at the time of entering into this Agreement, they are not insolvent and know of no circumstance which would entitle any creditor to appoint a receiver or petition for winding up or bankruptcy (as the case may be) or to exercise any other rights over or against their assets or any event analogous to any of the foregoing under the laws of any applicable jurisdiction;
7. Data Privacy
The Parties agree that they shall comply and duly observe all their obligations under the Data Protection laws of India, which arise in connection with this Agreement. In this clause “Data Protection Laws” means all laws and regulations governing or related to the access to, transfer of, storage of, or breach of data that is identified as a Personal Information in India.
8. Confidentiality
8.1 If the parties have a separate confidentiality, nondisclosure or similar agreement protecting the exchange of proprietary or confidential information between the parties (an “NDA”), the NDA supersedes this section with respect to any exchange of such proprietary or confidential information.
8.2 Information and data that is considered proprietary by either Party or that is delivered or disclosed by one Party (“Discloser”) to the other Party (“Recipient”) during the course of this Agreement, and that is designated as confidential (“Confidential Information”), shall be held in confidence by that Party and shall be handled as follows:
8.3 The recipient (“Recipient”) of such Confidential Information shall:
  1. Use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser’s Confidential Information as it uses with its own similar Confidential Information that it does not wish to disclose, publish or disseminate; and
  2. Use the Discloser’s Confidential Information solely for the purpose for which it was disclosed.
8.4 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Clause 8, the Recipient may disclose Confidential Information to:
  1. Any other party with the Discloser’s prior written consent; and,
  2. The Recipient’s employees, officials, representatives and agents who have a need to know such Information for purposes of performing obligations under this Agreement.
8.5 The above provisions of confidentiality shall not apply to Confidential Information that is at the date hereof, or hereafter becomes, public knowledge through no fault of the Recipient.
8.6 Confidential Information may be disclosed by the Recipient to any governmental or other statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the extent necessary for the purposes contemplated by this Agreement, or as is required by law, and subject in each case to the Recipient using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
8.7 The Recipient shall not be precluded from disclosing Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.
8.8 These obligations and restrictions of confidentiality shall be effective during the term of the Agreement, including any extension thereof, and, unless otherwise provided in the Agreement, shall remain effective following any termination of the Agreement.
9. Non-Solicitation
9.1 The vendor shall not, during the term of its cooperation and relationship with ANHK INDIA ELECTRONICS PRIVATE LIMITED, and for a period of one or more (1) year thereafter, solicit or assist any other person or entity in soliciting any employee of Purchaser to terminate the employee’s employment with Purchaser under any circumstances.
9.2 The Vendor shall not in any manner solicit, nor accept any business in any manner from the sources or their affiliates, which sources were made available to the Purchaser during the course of their cooperation and relationship with ANHK INDIA ELECTRONICS PRIVATE LIMITED, without the express approval of ANHK INDIA ELECTRONICS PRIVATE LIMITED.
10. Non-Compete
10.1 The Vendor agrees that neither the Vendor nor its Representatives shall directly or indirectly as an individual, business owner, licensor, licensee, agent, independent contractor, owner, partner, shareholder, director or management personnel or any other name, for the Term disclose any Confidential Information to any competitor of ANHK INDIA ELECTRONICS PRIVATE LIMITED.
10.2 The Vendor agrees that during its cooperation and relationship with ANHK INDIA ELECTRONICS PRIVATE LIMITED, it shall not engage in any business activity which is competitive with or work for any competitor of ANHK INDIA ELECTRONICS PRIVATE LIMITED.
11. Indemnity & Limitation of Liability
11.1 Purchaser shall incur no liability to the vendor or any other party except to the extent caused by ANHK INDIA ELECTRONICS PRIVATE LIMITED ’s negligence or willful misconduct under this Agreement, or its material breach of any representation, warranty, or term of this Agreement.
11.2 This provision shall survive the expiration or termination of this Agreement for any reason.
12. Intellectual Property Rights
12.1 All intellectual property rights (“IPR”) existing prior to the Effective Date of this Agreement will belong to the Party that owned such rights immediately prior to the Effective Date (“IP”). Neither Party shall not gain by virtue of this Agreement, any rights of ownership of copyrights, patents, design, trade secrets, trademarks or any other IPR owned by the other Party.
12.2 Except for the rights expressly granted in writing to the Purchaser or under this Agreement, ANHK INDIA ELECTRONICS PRIVATE LIMITED will retain all right, title and interest in its IPR under this Agreement.
13. Independent Relationship
13.1 This Agreement has been entered into on a principal-to-principal basis and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) deem the Parties to be acting as partners, joint ventures, co-owners or otherwise as participants in a joint undertaking; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever without prior consent of the concerned Party.
14. Dispute Resolution; Governing Law; Jurisdiction Dispute Resolution
14.1 If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement (whether before or after the termination or breach of this Agreement) the concerned representatives of the Parties shall promptly and in good faith negotiate with a view to an amicable resolution and settlement of the dispute. Jurisdiction

14.2 Subject to the above clause, the Courts of Mumbai, Maharashtra, shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with this Agreement.

Governing Law

14.3 This Agreement and the rights and obligations thereunder shall be governed by and construed in accordance with the laws of India without regard to its conflict of law principles.

15. Assignment

This Agreement shall not be assigned, delegated, sold or transferred, whether by operation of law or otherwise, by any of the Parties without prior written consent of the other Party. Any assignment made in contravention of this clause shall be void and of no effect.

16. Notice
16.1 Any notice, approval, consent or other communication required or permitted under this Agreement shall be in writing, in English language, and shall be deemed to be validly given and effectively served upon when (1) delivered personally, (2) post, (3) electronic mail at the following postal address or the electronic mail ID provided by each Party under this Agreement.
16.2 Either Party may change its address or e-mail ID by giving written notice thereof to the other Party. Notice given by a Party’s counsel shall be considered notice given by that Party.

17. Severability

In the event that any provision of this Agreement shall be deemed by any court having jurisdiction thereon to be illegal, invalid or unenforceable, it shall in no way affect or prejudice the legality, validity or enforceability of any other term or condition of this Agreement. If any provision of this Agreement shall be deemed by such court to be unenforceable because such provision is too broad in scope, such provision shall be construed to be limited in scope to the extent such shall deem necessary to make it enforceable, and if any provision shall be deemed inapplicable by any such court to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances.

18. Entire Agreement
18.1 Save as provided herein, this Agreement and its Annexures constitutes the entire agreement between the Parties pertaining to the subject matter contained herein and embodies all the terms and conditions agreed upon between the Parties, and supersedes and cancels in all respects all other agreements and understandings of the Parties, whether oral or written, pertaining to the subject matter under this Agreement. The terms of this Agreement may not be modified, amended, varied or waived except in writing and signed by the Parties.
18.2 Following Annexures are an integral part of the Agreement: Annexure ‘A’: The PRODUCTS
19. Force Majeure
19.1 If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by reason of fire, flood, earthquake, explosion or other casualty or accident or act of God, war or other violence, or any applicable law, order proclamation, regulation, ordinance, demand or requirement of any governmental or regulatory authority and such non-performance, hindrance or delay could not have been prevented by reasonable foresight or precautions (including proper planning and execution of the disaster recovery or business continuity plan) or circumvented through the use of alternate sources, work-around plans or other means, (in each case, a “Force Majeure Event”), then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations to the extent that they are affected by the Force Majeure Event for as long as such Force Majeure Event continues provided:
  1. The affected Party gives a notice of occurrence of Force Majeure Event within 15 days of the occurrence of such event; and,
  2. The affected Party continues to use its commercially reasonable efforts to re-commence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means.
19.2 If the period of non-performance exceeds 90 (ninety) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may give written notice to terminate this Agreement.

20. Waiver

The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver of such term or provision and shall in no way affect the right of such Party thereafter to enforce such term or provision or any term or provision hereof.

21. Amendments No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties.
IN WITNESS WHEREOF the Parties have executed this Agreement through their Authorized Signatories.

For __THE AC WALA__ (ANHK INDIA ELECTRONICS PRIVATE LIMITED)

Authorized Signatory
For ______________________________________________ (Vendor)

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