RacknSell Online Services Private Limited, a private limited company incorporated under the laws of India having its registered office at 404, Kanungo Apartments, I P Extension, Delhi – 110092, India and having corporate office at A-28, Sector – 16, Noida-201301, UP, India owning and operating racknsell.com (hereinafter referred to as the “RacknSell” which expression shall include its successors, representatives and permitted assigns)
The company registered under the Companies Act 1956 through its authorized representative who is accepting the terms and conditions of this Agreement (hereinafter referred to as “Supplier” which expression shall include its successors, representatives and permitted assigns)
RacknSell and the Supplier are hereinafter individually referred to as “Party” and collectively as the “Parties”.
The Supplier is in the business of selling products in the categories enlisted as part of this agreement.
RacknSell is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services and fulfilment services to Suppliers interested in selling their products on the the e-commerce technology platform by RacknSell.
The Supplier, in view of increasing their sales, is desirous of using the services of RacknSell for selling their products online through racknsell.com.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby enter into the agreement as follows:
1. Services provided by RacknSell
RacknSell offers an e-Commerce platform racknsell.com (“Website”) connecting buyers and sellers through a technology enabled end to end solution. RacknSell receives orders on behalf of Supplier for the products displayed by them on the website, helps them with marketing and distribution services for their products and collects payments on their behalf thus facilitating closure of the transaction. Website allows Supplier to setup online catalogue, respond to buyer requests, update order status, price, etc. RacknSell provides customer service to ensure order fulfilment and transaction completion. The Website has multiple payment options for a buyer to make payments for their orders.
2. Supplier obligations
2.2. Supplier shall, at all times, be solely responsible for ensuring compliance with all applicable laws including those related to taxes, rules and regulations in connection with its usage and selling of goods and services on the Website.
2.3. Supplier shall 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.
3. Representation & Warranties of the Supplier
The Supplier hereby represents and warrants that:
3.1. it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder.
3.2. its execution, delivery and performance of this Agreement, and RacknSell 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.
3.3. it 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 RacknSell.
3.4. it has necessary legal rights to publish the products, pictures, data and other details published on website including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this agreement or otherwise on website which may result in a third party claim against RacknSell or its directors, members, officers and employees or other Suppliers/vendors.
3.5. it deals in original, legitimate and genuine quality products which are either manufactured by it and/or procured from the legitimate channel following all legal requirements.
3.6. it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible.
4. Acceptance and changes to the agreement
4.2. The Agreement comes into effect when the Supplier completes the registration at the Website, and it is valid unless terminated.
4.3. RacknSell may update this Agreement or any of the terms and conditions contained in any policies or rules governing the Website at any time and 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 and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website and/or the Services following any such revisions to the Agreement or such policies and rules will constitute your acceptance of such changes.
5. Product Listing
5.1. Supplier shall be responsible for maintaining and publishing all information relating to products on the website access to which is provided through a “Supplier Panel” i.e. a uniform resource locator (“URL”) with a unique login and password. Supplier shall have non-exclusive right to display, advertise and offer for sale its products on the website.
5.2. Supplier shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Supplier. The Supplier 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 Supplier alone and RacknSell shall not be liable for the same in any manner whatsoever.
5.3. The Supplier shall maintain sufficient inventory to fulfil purchases made by buyers on the website in the committed timeline. The Supplier shall ship the ordered products to Buyer or deliver to RacknSell assigned team within 72 hours of receiving the order.
5.4. On receipt of order, Supplier will immediately inform RacknSell of expected time of shipment and update the dispatch details on the Supplier Panel provided by RacknSell
5.5. In case Supplier fails to make the product ready for dispatch within the period as committed, RacknSell will be entitled to the marketing fee on the product as agreed to in this Agreement.
5.6. Supplier shall package and dispatch the product strictly as per the mandate and/or any guidelines given by RacknSell from time to time.
5.7. The Supplier shall regularly update RacknSell about any changes in their product offering, new models, product prices, discounts, minimum order quantity (MOQ), discontinued models or products and assumes any liability for the wrong price.
5.8. Racknsell may review the listed items before making it available to be purchased on the website. RacknSell reserves the right to select the products to be displayed on its Website. RacknSell also reserves the right to determine the Suppliers who may sell on the Website.
6. Product support
6.1. The Supplier shall offer standard manufacturer warranty associated with the product. The parties agree and acknowledge that the primary and sole responsibility for redressing buyer complaints shall rest solely with the supplier at all times. The supplier shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. RacknSell shall not be liable for the same in any manner whatsoever and the Supplier agrees to keep RacknSell harmless and indemnified in this regard.
7. Pricing and payments
7.1. The Supplier and RacknSell shall mutually agree on a Selling Price that’s payable to the supplier as payment against the shipped product after its successful delivery & acceptance by the buyer. RacknSell shall be free to decide the price at which it lists the product on its portal and charges to the buyer for the sale of products purchased through portal. RacknSell further reserves the right to run promotions offering benefits / discounts to the buyer on the website.
7.2. The Supplier must ensure that the selling Price to RacknSell is best, lowest and competitive. The price offered to the RacknSell will be exclusive of the taxes applicable in the particular state. Supplier will be responsible for payment of all applicable taxes.
7.3. RacknSell shall release the payment to the supplier within 30 days of the product received by the buyer or as mutually agreed. The Supplier acknowledges that all payments by RacknSell to the Supplier shall be after deduction of any money due from the Supplier to RacknSell including applicable taxes, selling fees, fulfillment fees, return charges against any other orders, etc.
8. Returns and refunds
8.1. RacknSell, in line with Cancellation and Refund policy available on Website, will allow for the return or replacement of Product by the buyer. The Supplier hereby agrees to accept all such sales return and bear the reverse logistics and marketing charges of 20% of selling price in case the product is returned due to faults attributed to the Supplier as detailed in the referenced policy.
9. Intellectual property
9.1. The URLs representing the RacknSell Website(s), "racknsell.com" and all related logos of our Services described in our Website are copyrighted by RacknSell, trademarks or registered trademarks of RacknSell. In addition, all page headers, custom graphics, design, button icons, scripts and source code are copyrighted by RacknSell. Supplier may not copy, imitate, modify, alter, amend or use them without our prior written consent. All right, title and interest in and to the Website and any content thereon is the exclusive property of RacknSell.
9.2. Supplier hereby grants to RacknSell the right to display/delist the product (as updated or to be updated by the Supplier on the Supplier panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Supplier represents that it has the necessary rights to grant such permission to RacknSell and agrees to indemnify RacknSell in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
10.1. The Supplier agrees to indemnify and hold RacknSell and its affiliated and related entities, and any of their shareholders, officers, directors, employees, partners, affiliates, representatives and agents harmless from all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against RacknSell by the buyer or any third party arising out of any breach by Supplier of this Agreement or omissions in connection with the sale of the supplier’s products and their performance during the period of this agreement and for the products sold even after the termination of this agreement.
10.2. In the event of any third party claim in relation to the products being traded by the Supplier on the website which is caused due to default of the Supplier, the Supplier shall, on demand, pay liquidated damages of INR 10,00,000 or the total value of the claim made and legal expenses incurred by RacknSell in defending such claim, whichever is higher ('Supplier LD'). The Supplier LD shall be in addition to and not in derogation of any other rights and remedies that RacknSell may have under law, this agreement or equity.
11. Privacy and personal data management
11.2. Supplier acknowledges and agrees that RacknSell may provide to the Buyers information that is reasonably necessary for them to communicate with supplier regarding any issues that may arise in connection with their purchase of Product. Supplier agrees that RacknSell shall not be liable for the collection and/or disclosure of such information to the Buyer.
11.3. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of RacknSell and Supplier will not use it for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times.
12.1. The term of this Agreement is for a period of time when a Supplier successfully registers for the RacknSell Account until this Agreement is terminated for whatever reason.
12.2. Without prejudice to any other remedies both Parties shall have the right, at any time, to terminate this agreement forthwith, by giving a notice in writing to the other Party.
12.3. In the event that RacknSell exercises its termination right under this clause, RacknSell shall have no liability for any expenses, losses, claims, liabilities or damages whatsoever, whether direct, indirect or consequential incurred or suffered by the Supplier as a result of such termination, however occasioned, under this clause.
13. Conflict of interest
13.1. Supplier shall be obliged to exercise due care and diligence to prevent any actions or conditions which could result in a conflict with RacknSell interests.
13.2. Supplier also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.
14.1. If any dispute or claim arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the Parties shall endeavour to settle the same by mutual discussion between the authorized representatives of both Parties. Failing this the dispute shall be referred to arbitration and the arbitration proceedings must be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be mutually appointed by the Parties. The place of arbitration shall be New Delhi and the language shall be English. The arbitration award shall be final and binding on both parties.
14.2. Each party shall bear its own costs of arbitration including any attorney’s fees.
15.1. Assignment:Supplier shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of RacknSell.
15.2. Governing Law and Jurisdiction:This 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 New Delhi, India.
15.3. Electronic Execution:This 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 agreement merely on the grounds that this agreement is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this agreement is being concluded and executed at New Delhi.
15.4. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
15.5. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.