Date: 27-11-2025
This E-Commerce Seller Agreement ("Agreement") governs the use of the online marketplace services provided by Agrolink Manufacturing Private Limited ("Bharat Agrolink", "We", "Us", "Our"). By registering as a Seller or using any feature of the Bharat Agrolink Online Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the Platform Policies, and all applicable laws, including the Information Technology Act, 2000 and the IT (Intermediary Guidelines) Rules, 2011.
Bharat Agrolink operates a technology-enabled digital marketplace accessible via its website www.bharatagrolink.com, its mobile application "BharatAgrolink", and associated domains/subdomains ("Online Platform"). We provide a neutral, independent, technology-driven environment that enables Sellers to list, display, and sell their products to Buyers on an "as-is" basis, subject to our approval, policies, and applicable legal requirements.
For the purpose of this Agreement, "Seller", "You", or "Your" refers to any natural or legal person who registers, lists, or sells products on the Online Platform. "User" collectively refers to Sellers, Buyers, visitors, or any person accessing our Platform. "Bharat Agrolink", "We", "Us", and "Our" refer to Agrolink Manufacturing Private Limited.
The Seller represents and warrants that they are duly authorized and licensed under Indian law to manufacture, distribute, and sell their products. Seller agrees to comply with all applicable statutory requirements, including GST, Seed Act, Fertilizer Control Order (FCO), Insecticide Act, and any other regulatory framework relevant to the products offered.
By using the Online Platform, the Seller enters into a legally binding contract with Bharat Agrolink and agrees to comply with all policies, notifications, guidelines, and updates communicated by the Platform from time to time.
For the purpose of this Agreement, the following words and expressions shall have the meanings assigned to them below. Any capitalized term not defined herein shall have the meaning given to it in the relevant clauses of this Agreement.
"Online Platform" refers to www.bharatagrolink.com, its related domains, subdomains, mobile applications ("BharatAgrolink"), and any other digital, electronic, or technology-enabled interface owned, operated, or controlled by AGROLINK that enables Sellers to list, display, and sell their products to Buyers.
"Buyer" means any individual, legal entity, firm, organization, partnership, association, or group of persons who places an order or purchases any Product listed by the Seller on the Online Platform.
"Effective Date" means the date on which this Agreement is accepted, executed, or electronically agreed to by the Seller and is recognized as the date on which the contractual relationship between the Parties becomes effective.
"Government" or "Government Authority" refers to the Government of India, any State Government, statutory or regulatory authorities, ministries, departments, local bodies, municipal authorities, courts, tribunals, quasi-judicial bodies, commissions, boards, agencies, enforcement authorities, or any other entity exercising executive, legislative, judicial, or regulatory powers under the Constitution of India or under any applicable statute, rule, regulation, or delegated legislation.
"Intellectual Property Rights" means all tangible and intangible intellectual property or proprietary rights, including but not limited to patents, copyrights, moral rights, trademarks, service marks, logos, trade names, brand identity, domain names, industrial designs, business processes, software, source code, algorithms, databases, data models, AI/ML models, system architecture, technical know-how, formulations, agricultural or biotechnology innovations, confidential manufacturing processes, trade secrets, proprietary research insights, product formulations, supplier or Seller data, and any other intellectual property right recognized under applicable laws, together with all applications, registrations, renewals, extensions, and all rights to sue for past, present, or future infringement or misappropriation thereof.
"List" or "Listing" means uploading, displaying, publishing, or otherwise making available the Seller's Products for sale on the Online Platform on an "as-is" basis, subject to approval by AGROLINK and compliance with the Platform Policies.
"Online Store" means the online e-commerce storefront accessible through the Online Platform where the Seller's Products are listed, displayed, and made available for sale, and where Buyers may place orders for such Products.
"Objectionable Content" means any information, data, text, image, audio, video, communication, material, or content that includes or relates to any of the following:
Content that belongs to another person and to which the user does not have any lawful right to access, use, upload, display, publish, or distribute.
Content that is grossly harmful, harassing, defamatory, obscene, pornographic, paedophilic, libellous, hateful, invasive of privacy, racially or ethnically objectionable, disparaging, blasphemous, or that encourages or relates to money laundering, gambling, or any other unlawful activity.
Content that harms or is likely to harm minors in any manner.
Content that infringes any intellectual property rights, including patents, trademarks, copyrights, or proprietary rights of any person or entity.
Content that violates any applicable law for the time being in force.
Content that deceives or misleads the recipient regarding the origin of any message, or that contains information that is grossly offensive, menacing, or intended to harass, threaten, or mislead.
Content that impersonates another person, organisation, entity, official, or representative.
Content that contains software viruses, worms, malware, Trojan horses, bots, harmful code, corrupted files, or any computer code designed to interrupt, destroy, alter, or limit the functionality of any computer system, network, software, or resource.
Content that threatens the unity, integrity, defence, security, or sovereignty of India, friendly relations with foreign states, public order, or incites the commission of any cognisable offence, obstructs investigation of any offence, or insults any nation.
Content that violates any provision of this Agreement, the Platform Policies, or any applicable law governing electronic commerce platforms or intermediaries.
"Order" means a confirmed purchase request placed by a Buyer for one or more Products through the Online Store, wherein the Buyer agrees to purchase such Products at the Price and on the terms and conditions specified by the Seller on the Online Platform.
"Products" means all merchandise, goods, items, agricultural inputs, tools, equipment, or any other tangible or intangible items offered for sale by the Seller or its authorized suppliers and listed on the Online Store.
"Price" means the total amount payable by the Buyer for the Products, including the selling price, applicable taxes (GST), shipping charges, handling charges, and any other charges displayed on the Online Store at the time of placing the Order.
"Registered User" means any individual, entity, firm, partnership, association, or group of persons that has created an account on the Online Platform and is authorized to access its features in accordance with this Agreement and the Platform Policies.
"Shipping Charges" means all logistics, courier, freight, handling, packaging, or postal charges (inclusive of applicable taxes) incurred for delivering the Products from the Seller to the Buyer.
"Sign-up Fees" means the non-refundable fee charged by AGROLINK from the Seller at the time of onboarding or execution of this Agreement, towards creation, activation, or configuration of the Seller's Online Store or seller account.
"Service Charge" means the commission, fee, or margin charged by AGROLINK to the Seller on each successful sale transaction made through the Online Store, calculated at the rates prescribed by AGROLINK from time to time, and inclusive of any applicable taxes.
"Seller" means the individual, business entity, firm, company, or organization identified in this Agreement and duly registered on the Online Platform, which lists, markets, and sells its Products through the Online
.
Subject to the terms of this Agreement and based on the representations and warranties made by the Seller, AGROLINK shall permit the Seller to list its Products for sale on the Online Store/website/mobile application at a Listing Price solely determined by the Seller or an authorized representative of the Seller. AGROLINK shall not be responsible for the correctness, legality, compliance, pricing accuracy, or any representation made by the Seller in respect of such Listings.
The Seller shall upload complete, accurate, lawful, non-misleading, and high-quality Product details (including images, specifications, HSN Code, GST %, certifications, usage guidelines, and other attributes) on the Online Store. Such Listings shall be subject to AGROLINK's review and approval based on parameters defined and modified by AGROLINK from time to time. AGROLINK reserves the unconditional right to reject, suspend, modify, or delist any Product Listing, without assigning any reason, to protect platform integrity and compliance.
Upon written request from the Seller and submission of the prescribed Listing Form, AGROLINK may assist in uploading Product details on behalf of the Seller. In such cases, the Seller expressly agrees and acknowledges that:
(a) AGROLINK acts only as a facilitator for data entry,
(b) all Product information originates from the Seller,
(c) the Seller remains solely responsible for the accuracy, legality, authenticity, compliance, and correctness of all Listing information, and
(d) AGROLINK shall not be liable for any error, omission, misrepresentation, regulatory violation, intellectual property infringement, or dispute arising from the information provided by the Seller.
AGROLINK may implement a mechanism for Buyers to rate, review, or provide feedback regarding the Seller and the Seller's Products. Such ratings or reviews may be displayed publicly on the Online Store. AGROLINK shall not be responsible or liable for:
(a) the accuracy, content, or tone of such reviews;
(b) any loss of reputation, business loss, or dispute arising from such reviews; or
(c) any action taken by Buyers based on such feedback.
The Seller agrees not to raise any claim, complaint, or demand against AGROLINK in relation to such ratings or reviews.
The Seller shall be solely and exclusively responsible for all Product information, images, descriptions, labels, packaging, Seller Materials, Seller warranties, regulatory compliance, and all aspects relating to the listing, promotion, offer, and sale of the Seller's Products on the Online Store.
The Seller shall ensure that the Products, labels, packaging, and Product-related content comply with all Applicable Laws, including but not limited to:
· GST laws
· Legal Metrology Act
· Seed Act / Fertilizer Control Order / Insecticides Act (if applicable)
· Consumer Protection (E-commerce) Rules
· Intellectual Property Laws
· All central and state agricultural, safety, and licensing laws
AGROLINK shall not be liable in any manner for any violation, omission, or non-compliance by the Seller.
The Seller undertakes and agrees that:
(a) All Seller Materials and Seller Products (including their packaging, labels, descriptions, compositions, and claims) shall not contain any Objectionable Content and shall strictly comply with all applicable regulatory and licensing requirements under Indian law.
(b) The packaging of the Product shall contain only the Product for which the Buyer has placed the Order, and no additional, substitute, counterfeit, or unrelated items.
(c) The Seller shall take full, sole, and exclusive responsibility for the contents of every package handed over to the logistics service provider or delivered directly to the Buyer.
(d) AGROLINK shall not, under any circumstance, be responsible or liable for the contents, accuracy, legality, safety, quality, authenticity, or compliance of any Product or package shipped or delivered by the Seller.
(e) The Seller shall fully indemnify and keep AGROLINK harmless against any claims, losses, damages, penalties, legal actions, or liabilities arising from the contents of the Product, packaging issues, mislabeling, counterfeit items, product safety issues, regulatory violations, or any third-party claims relating to the Product or its packaging.
The Seller shall not substitute, replace, alter, or interchange any Product or item of an Order with any other Product, model, variant, or brand. The Seller shall ensure that each Order is complete in all respects, including all accessories, parts, manuals, packaging components, freebies, or bundled items advertised or listed.
In the event that an Order is partially delivered, incomplete, missing accessories, or missing freebies, the Seller agrees to immediately deliver the missing items directly to the Buyer, entirely at the Seller's own cost and liability. AGROLINK shall not bear any responsibility, cost, or liability arising from such incomplete or incorrect deliveries.
Notwithstanding anything contained in this Agreement, the Seller shall not display, promote, or advertise any Product on the Online Store in violation of any applicable advertising, labeling, or regulatory laws. The Seller shall not publish or issue any advertisement related to the Product that requires prior approval, sanction, license, or authorization from any Government or Regulatory Authority unless such approval has been duly obtained.
The Seller acknowledges that AGROLINK does not verify, endorse, or authorize any Product advertisements and that all liability for compliance with applicable advertising regulations lies solely with the Seller.
The Seller shall not list, offer, promote, or sell any Product on the Online Store for which a valid license, permit, approval, NOC, or authorization has not been obtained from the relevant Ministry, regulatory authority, or any Government body empowered to regulate such Products under applicable Indian laws. The Seller shall be solely responsible for ensuring that all Products listed on the Online Store are legally permitted for online sale, fully compliant with all statutory requirements, and supported by all mandatory licenses, regulatory certificates, safety approvals, and permissions.
AGROLINK shall not be responsible for verifying or validating any such licenses, and the Seller shall indemnify AGROLINK against any claims, penalties, regulatory actions, or liabilities arising from non-compliance or unauthorized sale of Products.
The Seller undertakes and agrees that it shall not engage in, encourage, assist, or attempt to engage in any fraudulent, collusive, manipulative, abusive, or prohibited activity on the Online Store. This includes, but is not limited to, collusion with any Buyer, other Sellers, intermediaries, agents, employees, or platform users for the purpose of:
· Creating artificial or fake orders,
· Manipulating sales or pricing,
· Forming a cartel to influence pricing or supply,
· Misusing promotional schemes,
· Deriving undue benefits from discounts, offers, or cashbacks introduced by AGROLINK,
· Generating false traffic, fake reviews, or incentivized ratings,
· Conducting any transaction intended to deceive or defraud the platform or its users.
Any such activity shall be treated as a fraudulent transaction and a material breach of this Agreement.
AGROLINK shall have the right to recover from the Seller an amount equal to five (5) times the undue benefit/fraudulently obtained amount, or the Maximum Retail Price (MRP) of the Product involved - whichever is higher.
AGROLINK may, at its sole discretion and without prior notice, immediately:
· suspend the Seller's account,
· restrict access to platform services,
· permanently terminate the Seller's account, and
· delist or remove all Product Listings linked to the Seller.
AGROLINK shall provide the Seller with technology-enabled services to facilitate the online sale of the Seller's Products through the Online Platform. These services may include platform hosting, listing infrastructure, catalog support, order processing system, customer communication interface, payment collection services, and basic operational support required for enabling transactions.
All such services are provided solely as an intermediary/facilitator, and AGROLINK does not assume any responsibility or liability with respect to the Product's quality, delivery, authenticity, labeling, licensing, warranties, performance, safety, suitability, packaging, or compliance. All obligations relating to the Product and the sale transaction shall remain exclusively with the Seller.
Based on mutual discussions and understanding between the Parties, the Seller agrees to list and offer its Products for sale on the Online Store strictly in accordance with the terms and conditions contained in this Agreement. The Seller further agrees, confirms, and acknowledges that all shopping transactions conducted on the Online Platform by Buyers shall be governed by the "Terms of Use" of the Online Platform, along with all applicable policies, guidelines, rules, and notifications issued by AGROLINK from time to time.
The Seller expressly agrees that the "Terms of Use" and all Platform Policies shall form an integral and inseparable part of this Agreement and shall be binding upon the Seller. In the event of any contradiction, ambiguity, or inconsistency, the provisions of the Platform Policies shall prevail to the extent of such inconsistency.
The Seller shall strictly comply with the order fulfilment and processing timelines mentioned below:
Once a Product is listed by the Seller on the Online Store, the Seller is under absolute and unconditional obligation to accept and fulfil any Order placed by a Buyer. The Seller shall not cancel, reject, refuse, or delay acceptance of any Order for any reason, including stock unavailability, pricing error, or internal operational issues.
AGROLINK shall not be liable for any consequences arising from the Seller's failure to fulfil an Order.
If the Seller fails to acknowledge, accept, or fulfil an Order, the Seller shall be liable to pay all Charges incurred by AGROLINK due to such non-acceptance.
"Charges" shall include, but not be limited to:
· Payment gateway fees
· Platform transaction fees
· UPI/credit/debit card processing charges
· GST applicable on such fees
· Third-party cancellation charges
· Refund processing charges
· Logistics attempt charges (if any)
· Customer refund amounts
· Customer compensation (if applicable)
· Administrative penalties imposed by AGROLINK
If a customer's prepaid order is cancelled due to any reason attributable to the Seller, all such charges must be borne entirely by the Seller.
AGROLINK may deduct these charges from:
· the Seller's next payout/remittance, OR
· invoice the Seller directly, which the Seller must reimburse immediately.
**3.3(a)
**All accepted Orders shall be packed, marked as "Ready to Ship", and dispatched by the Seller within 24 hours of receiving the Order confirmation from Bharat Agrolink.
**3.3(b)
**The Seller must ensure safe, secure, and tamper-proof packaging and shall provide valid proof of packaging, including photos/videos of the packed product and the shipping label, whenever requested by Bharat Agrolink.
**3.3(c)
**Any delay or non-compliance may result in applicable platform actions, including but not limited to:
· order cancellation charges,
· deductions from Seller payouts,
· restrictions on order acceptance, or
· suspension of the Seller's account,
as per the applicable Platform Policies.
Return and replacement requests shall be initiated or approved by AGROLINK based on customer complaints, feedback, or quality issues.
Once AGROLINK approves the return/replacement request:
· The Seller must process, pack, and dispatch the replacement or return fulfilment within 24 hours of receiving the confirmation.
· The Seller shall bear all costs related to returns/replacements, including:
o logistics charges,
o pickup fees,
o return shipping,
o repackaging and handling,
o quality check costs,
o any refunds or compensation payable to the customer.
AGROLINK shall not be liable for any cost or dispute arising out of return or replacement processing.
AGROLINK reserves the right to cancel any Order, without any liability towards the Seller, under the following circumstances:
(i) The Seller fails to pack the Order within 24 hours of receiving the Order confirmation from Bharat Agrolink.
(ii) The Seller fails to hand over the packed Products to the courier partner when the courier arrives for pickup as per the pickup schedule.
(iii) The Seller repeatedly delays making Orders "Ready to Ship" when courier pickup is attempted.
If such delay occurs three (3) times within a month, AGROLINK may take appropriate platform actions.
· The Seller must pack all Orders within 24 hours of receiving the Order confirmation.
· Dispatch timelines will depend on the courier partner's pickup schedule.
· If an Order is received on Saturday night, it will be processed on Monday, since Sunday is a non-working day.
AGROLINK shall not be responsible for courier pickup delays or scheduling issues.
If the courier partner arrives for pickup and the Seller has not prepared the Order, and such incidents occur three (3) times within a month, AGROLINK may impose the following actions:
1. **Financial Deductions
**Deduction of the total cost associated with the affected Order, including:
o forward shipping charges
o RTO (Return to Origin) charges
o return/exchange logistics
o refund amount paid to customers (if any)
o any additional platform expenses incurred
Except where the Order is successfully delivered to the Buyer.
2. **Platform Restrictions
**Temporary suspension of the Seller's listings or restriction of future Order acceptance until compliance is rectified.
All such amounts may be:
· deducted from the Seller's upcoming remittance, or
· payable directly by the Seller to Bharat Agrolink upon notification.
The Seller agrees that AGROLINK's determination of delays and resulting actions shall be final and binding.
**3.5 Modification of Terms and Advance Notice
**AGROLINK reserves the absolute right to modify, update, or amend the Terms of Use, Platform Policies, or any operational guidelines at any time. However, in the event of any such modification or amendment, AGROLINK shall inform the Seller through email, SMS, or platform notification at least seven (7) days prior to the implementation of such changes.
The Seller agrees that continued use of the Online Store after the effective date of such modifications shall constitute deemed acceptance of the updated Terms. AGROLINK's interpretation and implementation of the revised Terms shall be final and binding.
Bharat Agrolink shall bear the forward logistics cost only for orders that are successfully delivered to the Buyer. If any delivered order is returned by the Buyer for any reason, the Seller shall be fully liable to pay the return logistics cost. Further, if the return is caused due to the Seller's fault-including but not limited to wrong product, expired product, damaged product, missing items, packaging issues, product mismatch, or any non-compliance with platform guidelines-then the Seller shall also bear the forward shipping cost in addition to the return shipping cost.
If any order is marked as RTO (Return to Origin) due to reasons attributable to the Seller-including but not limited to delay in dispatch, improper packaging, failure to prepare the shipment on time, incorrect labeling, or non-compliance with any fulfilment guidelines-then the Seller shall be solely liable to pay the entire RTO cost as well as the forward shipping cost.
All such charges payable by the Seller may be deducted from the Seller's payouts or recovered separately by Bharat Agrolink. Bharat Agrolink shall not be liable for any logistics cost resulting from the Seller's delay, error, negligence, or non-compliance.
The Seller authorises AGROLINK to collect all sale proceeds on behalf of the Seller for Orders received through the Online Store. In consideration of the services provided by AGROLINK, the Seller shall pay the Service Charge at rates determined and updated by AGROLINK from time to time.
AGROLINK shall remit the net sale proceeds to the Seller after deducting, based on actual costs incurred and as reflected in system-generated reports:
1. Service Charges
2. Payment gateway fees and applicable taxes
3. Forward logistics charges
4. Return / RTO logistics charges
5. Refunds or compensation paid to Buyers as per Platform Return Policy
6. Any deductions arising due to Seller non-compliance with platform guidelines
7. Any other charges payable under this Agreement
Such calculations shall be made based on system records and transaction logs and shall be final and binding on the Seller. The payout cycle shall be as per the Platform Policy notified by AGROLINK.
AGROLINK shall collect payments through authorised payment gateways, aggregators, or AGROLINK's own payment systems. The Seller expressly authorises AGROLINK and its Payment Gateway partners to:
· process payments for Seller transactions,
· process refunds and adjustments in accordance with platform policies,
· receive and hold sale proceeds on the Seller's behalf, and
· settle such proceeds into AGROLINK's bank account in compliance with RBI Payment Aggregator Guidelines.
The Seller agrees that all settlements shall be routed exclusively through AGROLINK and shall not request or claim direct settlement from any payment gateway or aggregator.
4.3.1 AGROLINK and its authorised payment gateway partners may, in compliance with Applicable Law, RBI Payment Aggregator Guidelines, platform security protocols, and fraud-prevention requirements, impose reasonable limits, restrictions, or validations on transactions processed through the Online Platform.
4.3.2 Such measures may include, without limitation, transaction value caps, payment method restrictions, security checks, or temporary transaction blocks for regulatory or risk-management purposes.
4.3.3 These actions are implemented solely to ensure payment security, regulatory compliance, and the protection of Buyers, Sellers, and the Platform.
4.3.4 AGROLINK and its payment gateway partners shall not be liable for any transaction delays, failures, declines, or interruptions arising due to such regulatory or security requirements, system constraints, or technology limitations.
4.5.1 AGROLINK or its authorised payment gateway partners may withhold or delay payment settlements if they have reasonable grounds to believe, based on system records, transactional behaviour, customer complaints, or detected irregularities, that the Seller's actions may result in disputes, refunds, chargebacks, financial exposure, or non-compliance.
4.5.2 Such withholding shall remain in effect only for the duration required to complete the relevant verification or investigation.
4.5.3 Upon completion of the investigation, AGROLINK shall release the applicable settlement amount to the Seller after deducting any chargebacks, customer refunds, penalties, or losses attributable to the Seller's actions or omissions.
4.5.4 This withholding mechanism serves exclusively to safeguard Buyers, AGROLINK, and the Seller from potential financial losses, fraudulent activities, and regulatory risks.
4.6.1 AGROLINK may withhold a portion of the Seller's sale proceeds as a reserve in cases where Buyer disputes, product-related complaints, or service deficiencies attributable to the Seller are under review.
4.6.2 The reserve shall be used only for settling refunds, claim adjustments, or losses arising from such disputes.
4.6.3 Any remaining balance shall be released to the Seller once the dispute is resolved.
4.7.1 If an order is returned or reversed due to Damaged Product, Quality Issue, Wrong Item Delivered, or Not Delivered, the Seller shall bear all logistics, return, and handling charges associated with such order.
4.7.2 AGROLINK shall not bear any courier or logistics cost in such cases, and all related charges-including return pickup, forward shipping, RTO (Return to Origin), payment gateway fees, and applicable taxes-shall be deducted from the Seller's payable amount.
4.7.3 The Seller must maintain valid proof of packaging (including clear photos or videos of the packed product and label). If the Seller fails to provide such proof when requested, the Seller shall be solely liable for all costs arising from discrepancies, shipping issues, wrong dispatch, weight differences, or damaged deliveries.
4.8.1 If an order is reversed or returned due to Damaged Product, Quality Issue, Not Delivered, or Wrong Item Delivered, and the sale proceeds have already been remitted to the Seller, the Seller shall return the full amount of the order to AGROLINK for refund to the Buyer.
4.8.2 If the Seller fails to return the amount, AGROLINK may deduct the disputed amount from future payouts, impose applicable penalties, or suspend the Seller's account until full recovery is made.
4.9.1 The Seller is not required to prepare any consolidated list of orders. AGROLINK shall maintain all order records and settlement data through its system.
4.9.2 AGROLINK shall remit the payable amount to the Seller within two (2) business working days from the date of successful delivery of the order, whichever is applicable, after receipt of the sale proceeds by AGROLINK.
(The previous clause regarding "return window" and other points is removed as requested.)
4.9.3 AGROLINK shall deduct Service Charges, applicable taxes, payment gateway fees, return/RTO charges, and any third-party logistics costs before releasing the settlement amount.
4.10.1 The Seller shall be solely responsible for all applicable taxes, duties, GST, cess, levies, and statutory payments arising from the sale of Products through the Online Store.
4.10.2 The Seller shall issue tax invoices in compliance with GST laws, including correct HSN codes, GST rates, and mandatory invoice details. AGROLINK shall not be responsible for generating, validating, or correcting GST invoices on behalf of the Seller.
4.10.3 AGROLINK shall not be liable to collect, report, or remit any taxes on behalf of the Seller, except statutory TCS (Tax Collected at Source) under the GST Act, which AGROLINK is authorised to deduct and deposit where applicable.
4.10.4 The Seller shall be fully responsible for any tax-related non-compliance, including incorrect HSN, incorrect GST rate, misclassification, input tax credits, or filing issues.
4.10.5 The Seller shall indemnify and hold AGROLINK harmless from any tax-related liability, penalties, interest, audits, or claims arising due to the Seller's non-compliance with taxation laws.
4.11.1 AGROLINK reserves the right to hold or delay the Seller's payments if any return, refund, cancellation, or exchange request is initiated by the Buyer within seven (7) days of product delivery.
4.11.2 The payment related to such order shall remain on hold until the issue is fully resolved and the applicable investigation, verification, or review is completed.
4.11.3 Before releasing the remaining balance to the Seller, AGROLINK shall deduct all applicable charges including, but not limited to, refund amounts, logistics charges (forward, return, RTO), payment gateway fees, penalties, or any other costs arising from the Buyer's request or the Seller's non-compliance.
4.11.4 This payment hold mechanism is necessary to protect Buyers, the Platform, and the Seller from financial loss and to ensure fair resolution of disputes.
4.12.1 The Seller acknowledges that AGROLINK does not charge any fee for listing up to 15-20 products, as permitted under the current platform policy.
4.12.2 For any additional product listings, updates, modifications, or administrative support requested by the Seller beyond the free limit, AGROLINK may levy nominal administrative or listing charges as per the applicable rate card or policy communicated to the Seller from time to time.
4.12.3 All fees, service charges, administrative charges, or any other payments made to AGROLINK under this Agreement shall be strictly non-refundable, fully earned upon payment, and shall not be refunded under any circumstances.
4.12.4 AGROLINK reserves the right to revise, modify, or introduce new fees or charges based on business or operational requirements, and such updates shall be communicated to the Seller through platform policies or notifications.
The Seller shall, through the interface provided by AGROLINK or by submitting the required material for uploading, provide complete, accurate, and truthful Product information, including product descriptions, specifications, images, disclaimers, pricing, delivery timelines, and pick-up/dispatch/arrange time. The Seller shall be solely responsible for the accuracy and legality of all information provided and shall bear full liability for any loss, complaint, or dispute arising from inaccurate or misleading details.
The Seller shall not upload or provide any content (including descriptions, images, graphics, labels, or packaging details) that is unlawful, inaccurate, misleading, obscene, defamatory, vulgar, prohibited, contrary to public policy, or in violation of any third-party intellectual property rights, including trademarks, copyrights, or design rights. The Seller shall not list or sell counterfeit, unlicensed, expired, damaged, unsafe, or government-restricted products under any circumstances.
The Seller shall ensure that all product descriptions, images, and other listing content strictly correspond to the actual product being sold and do not misrepresent or exaggerate its features, performance, quality, packaging, or benefits in any manner.
The Seller shall provide complete, accurate, lawful, and updated Product information-including descriptions, specifications, images, pricing, statutory details (MRP, batch, expiry, licenses), and dispatch timelines-and shall ensure that all listed Products are genuine, non-expired, non-counterfeit, compliant with applicable laws, and supported by the necessary regulatory licenses (including Seed/Fertilizer/Insecticide/FSSAI certificates where applicable). The Seller is solely responsible for packaging, labeling, storage, product quality, safety, and fulfillment, and must promptly update stock, prices, and listing data. Any losses, complaints, or disputes arising from inaccurate information, expired/unsafe goods, or non-compliant Products shall be borne entirely by the Seller.
The Seller shall not upload, publish, or offer any unlawful, misleading, infringing, prohibited, or deceptive content or Products and must ensure that all listing details match the actual Product being sold. The Seller shall indemnify and hold AGROLINK harmless against all claims, penalties, losses, damages, complaints, intellectual property violations, regulatory actions, refund liabilities, or any issues arising from Product defects, misrepresentation, non-compliance, or any act, error, omission, or negligence of the Seller.
Upon receipt of an approved Order, the Seller shall ensure that the Product is properly packed and marked as "Ready for Pickup" within 24 hours of accepting the Order. Logistics and shipping will be arranged, managed, and paid for by Bharat Agrolink, provided that the Seller complies with all packaging, labeling, and dispatch guidelines specified under this Agreement.
However, if an Order is returned (including RTO), cancelled, or undelivered due to reasons attributable to the Seller - including but not limited to late pickup readiness, incorrect product, wrong item, weight discrepancy, defective or damaged product, improper packaging, incorrect labeling, or any Seller-side delay or non-compliance - the Seller shall bear all associated logistics and handling charges, including forward, return, and RTO costs.
If the Seller provides valid and verifiable proof of correct and timely packaging and dispatch, and the same is accepted by Bharat Agrolink, the Seller shall not be charged any logistics cost for such cases.
The Seller shall process only accepted Orders and must mark each Order as "Ready for Pickup" within 24 hours of acceptance. Bharat Agrolink will provide the Seller with the shipping label, invoice, manifest, and other required shipping documents, which the Seller may download directly from the Seller Dashboard. The Seller must print and affix these documents accurately as per platform guidelines.
The Seller shall also provide valid proof of packaging or dispatch (such as photographs, videos, or handover confirmation) whenever requested by Bharat Agrolink, in the format and manner prescribed by the Company from time to time.
If the Product is not accepted by the Buyer/Customer for any reason attributable to the Seller-including but not limited to wrong item delivered, damaged item, defective product, expired goods, missing items, or incorrect/unsafe packaging-the Seller shall replace the Product at no additional cost to the Buyer/Customer.
The Seller shall bear all logistics, return, replacement, and handling charges associated with such cases.
As AGROLINK operates solely as a marketplace facilitator, the Seller hereby authorises AGROLINK to receive, evaluate, and process all return, refund, and replacement claims raised by Buyers/Customers. The Seller agrees that AGROLINK's decision on such matters shall be final and binding, and AGROLINK may deduct any applicable refunds, adjustments, service fees, or penalties directly from the Seller's pending payouts or future settlements.
The Seller may provide its own return and refund policy for its Products; however, all return, refund, and replacement requests raised by Buyers/Customers on the Online Platform shall be governed strictly by Bharat Agrolink's internal Return & Refund Policies. In the event of any inconsistency or conflict between the Seller's policy and AGROLINK's policies, AGROLINK's policy shall prevail and be final and binding.
AGROLINK shall have the sole discretion to evaluate, approve, reject, or process any return or refund claim based on Buyer feedback, Product condition, platform guidelines, and other relevant factors. AGROLINK may, where necessary, issue refunds directly to the Buyer and deduct the corresponding refund amount, logistics costs, and any other applicable charges from the Seller's pending payouts or future settlements.
The Seller agrees that all such decisions made by AGROLINK shall be final, binding, and non-contestable.
If the Seller fails to acknowledge, respond to, or resolve any Buyer/Customer complaint, dispute, quality issue, or return verification request within 24 hours, AGROLINK shall have the absolute right, at its sole discretion, to approve and process the refund or replacement based on the Buyer's request, platform guidelines, and available information.
AGROLINK may directly refund the Buyer/Customer and recover the corresponding refund amount, logistics charges, penalties, or any applicable costs from the Seller's pending payouts or future settlements. The Seller expressly agrees that AGROLINK's decision in all such matters shall be final, binding, and non-contestable, and the Seller shall have no right to dispute or challenge such decisions.
AGROLINK may extend the opportunity to the Seller to provide clarification; however, AGROLINK shall not be obligated to independently verify the truthfulness of claims made by either the Buyer or the Seller and may proceed with resolution strictly in the interest of customer protection and platform integrity.
The Seller shall update the status of every Order on the Online Store dashboard on a real-time or daily basis, including but not limited to the Airway Bill (AWB) number, shipment tracking details, pickup confirmation, and any other information required by AGROLINK.
Failure to provide accurate and timely updates may result in AGROLINK taking appropriate platform-level actions, which may include order cancellation, withholding of settlements, or temporary restrictions on the Seller's account, as deemed necessary for smooth operations.
The Seller shall not include any promotional material, advertisements, coupons, branding, contact information, or any third-party marketing content inside the Product packaging or along with the dispatched Products. The Seller shall also ensure that no material is sent that may conflict with, compete with, or adversely affect the commercial or business interests of AGROLINK in any manner.
The Seller shall dispatch only those Products that match exactly the description, quality, quantity, specifications, packaging, and price as displayed on the Online Store and as ordered by the Buyer/Customer. The Seller shall ensure that no deviation, substitution, or variation is made from the Product listing or the Buyer's confirmed Order.
The Seller shall raise a valid tax invoice in the name of the Buyer/Customer for every Order. The Seller further agrees that the invoice amount shall always match the price displayed on the Online Store and the amount paid or charged to the Buyer/Customer at the time of placing the Order.
The Seller shall not list, offer, or sell any Product on the Online Store that is prohibited, restricted, hazardous, unsafe, unlawful, counterfeit, banned by any government authority, or otherwise not permitted for sale under applicable Indian laws, regulations, or public policy.
The Seller shall ensure that they possess all legal rights, licenses, authorizations, and permissions required to list, display, market, and sell the Products offered on the Online Store. The Seller further confirms that the Products do not infringe upon any third-party intellectual property or proprietary rights.
The Seller shall ensure that full and lawful title, rights, and ownership in the Products sold through the Online Store are transferred to the Buyer/Customer upon successful delivery of the Product. The Seller represents and warrants that the Products are free from all encumbrances, third-party claims, defects in title, and any other legal impediments, and that the Seller has complete authority to transfer such ownership to the Buyer/Customer.
The Seller (or the Brand, where applicable) shall be solely and fully responsible for any complaints, disputes, claims, or issues raised by the Buyer/Customer relating to the Product, its quality, performance, packaging, warranty, safety, or any services associated with the Product. AGROLINK shall not be held liable for any Product-related disputes, and the Seller agrees to resolve all such matters directly and promptly.
The Seller shall, at all times during the term of this Agreement, act in a manner that upholds and protects the business interests, reputation, goodwill, and operational integrity of AGROLINK. The Seller shall ensure that no Product, listing, content, communication, or activity infringes upon the intellectual property rights, proprietary rights, or any lawful rights of AGROLINK or any third party.
The Seller further agrees not to engage in any fraudulent, misleading, unethical, or manipulative conduct, including but not limited to fake orders, fake reviews, policy abuse, or attempts to contact Buyers outside the Platform.
The Seller shall be solely and fully responsible for complying with all applicable laws, rules, regulations, permissions, certifications, and statutory requirements relating to the manufacture, storage, packaging, labeling, marketing, sale, distribution, and shipment of its Products. This includes, but is not limited to:
If any complaint, inquiry, inspection, or legal notice is issued by any Government authority, regulatory body, or third party concerning the Seller's Products, documents, licenses, or business conduct, the Seller shall solely bear full responsibility for addressing and resolving the same. The Seller shall indemnify and hold AGROLINK harmless against any loss, penalty, fine, seizure, damage, claim, or proceeding arising from non-compliance by the Seller.
The Seller shall comply with AGROLINK's Bulk Order ("B2B") Policy applicable to large-quantity, wholesale, or institutional orders. The B2B Policy shall apply only to Sellers who choose to participate in the Bulk Order model. Upon the Seller's request or confirmation to operate under the B2B model, AGROLINK shall provide the applicable B2B terms separately, which may include, without limitation, requirements relating to minimum order quantities, pricing guidelines, dispatch timelines, product verification, documentation, packaging standards, and after-sales obligations.
Failure to comply with the B2B Policy may result in the cancellation of bulk orders, temporary holding of payments relating to such orders, or suspension of the Seller's B2B privileges, at the sole discretion of AGROLINK. The Seller shall review and adhere to the most up-to-date version of the B2B Policy as communicated by AGROLINK from time to time.
The Seller represents and warrants that it is a legally competent, validly existing individual, proprietorship, partnership, company, or other lawful entity duly authorized to enter into this Agreement under the laws of India. The Seller further confirms that it has full legal capacity, authority, approvals, permits, and rights to access and use the Online Platform, list and sell Products, and perform all obligations under this Agreement. If the Seller is an individual or sole proprietor, the Seller confirms that he/she is not a minor and is fully competent to contract under the Indian law.
The Seller represents and warrants that it has full legal right, authority, and capacity to enter into this Agreement with AGROLINK, and to perform all obligations, warranties, and responsibilities contained herein. If the Seller is a business entity, the individual signing this Agreement confirms that they are duly authorized to bind the entity.
The Seller warrants that all obligations undertaken under this Agreement constitute legal, valid, and binding obligations enforceable against the Seller in accordance with applicable law. The execution, delivery, and performance of this Agreement do not and will not violate any law, contract, regulation, corporate document, or third-party obligation applicable to the Seller.
The Seller represents and warrants that there are no legal, regulatory, administrative, criminal, or other proceedings, investigations, notices, or actions pending or threatened against the Seller that may impair, restrict, or adversely affect the Seller's ability to enter into this Agreement or to fully perform its obligations hereunder.
The Seller represents and warrants that it is a duly authorized and legitimate business entity and holds all necessary licenses, registrations, permissions, and regulatory approvals required to manufacture, stock, market, list, and sell its Products. The Seller shall at all times ensure full compliance with all applicable laws governing its business and Products, including but not limited to intellectual property laws, GST and tax laws, legal metrology/weights & measures laws, consumer protection and e-commerce rules, agricultural and seed laws, fertilizer and pesticide regulations, FSSAI regulations (where applicable), import/export rules, and any other statutory or regulatory requirements.
The Seller further confirms that all statutory filings, taxes, duties, and payments due to any government authority have been duly paid and shall continue to be discharged in a timely manner.
**6.6
**The Seller represents and warrants that it holds all necessary rights, licenses, permissions, and authorizations under applicable laws to list, display, market, distribute, and sell the Products on the Online Platform. The Seller further warrants that the Products, trademarks, labels, descriptions, images, packaging, marketing materials, and all related content provided by the Seller do not violate, infringe, or misappropriate any intellectual property rights, proprietary rights, or legal rights of any third party, including trademarks, copyrights, designs, patents, or trade secrets.
The Seller confirms that no claim, notice, dispute, or allegation relating to infringement or unauthorized use of any intellectual property is pending or threatened against the Seller or its Products, and agrees to indemnify and hold AGROLINK harmless against any such claims.
**6.7
**The Seller agrees to promptly provide AGROLINK with any documents, certificates, licenses, proofs, declarations, product information, or other materials required by AGROLINK for verification, compliance, operational purposes, or for the performance of this Agreement. The Seller shall submit such documents within 24 hours of receiving a written request from AGROLINK, whether communicated via email, SMS, platform notification, or any other recognized digital mode of communication. Failure to provide such documents may result in temporary suspension of listings, withholding of payments, or other actions deemed necessary by AGROLINK.
The Seller acknowledges and agrees that the complete responsibility, liability, quality assurance, regulatory compliance, and after-sales obligations relating to the Products shall rest solely with the Seller. The Seller shall be exclusively responsible for the sale, fulfillment, delivery, and performance of the Products supplied to the Buyer/Customer.
AGROLINK acts only as an online marketplace facilitator and shall not, at any time, be held liable for any claims, defects, damages, losses, delays, regulatory violations, or disputes arising from the Products or the Seller's conduct. The Seller expressly agrees not to raise any claim, monetary or otherwise, against AGROLINK in this regard.
The Seller agrees and undertakes not to upload, publish, or provide any text, images, graphics, labels, packaging details, or other content for display on the Online Store that is vulgar, obscene, defamatory, offensive, unlawful, inaccurate, false, misleading, deceptive, intimidating, harmful, or contrary to public policy, or that violates any applicable laws or third-party rights. The Seller further warrants that all content provided for listing is factually accurate, lawful, and strictly corresponds to the actual Product being sold.
The Seller agrees to pay AGROLINK a service charge/commission on every successful transaction facilitated through the Online Platform. The applicable commission rate shall range between 10% to 20%, depending on the product category and as may be notified by AGROLINK from time to time. AGROLINK may revise the commission, service fees, or applicable charges on a monthly or quarterly basis, with prior notice to the Seller.
All payments due to the Seller shall be remitted after deducting applicable commissions, logistics fees (if any), payment gateway charges, taxes, return charges, or any other charges payable under this Agreement or the Platform Policies. The Seller shall cooperate in providing relevant transaction details when required for reconciliation or compliance purposes.
AGROLINK shall process Seller payouts only on the fixed settlement dates of 2nd-3rd and 17th-18th of every month, and **only for those orders that have been successfully delivered, not returned, not under dispute, and have fully completed the applicable return window along with an additional mandatory 7-8 business-day verification buffer period after the return window expires. Any order still within its return period, buffer period, or under review-due to fraud checks, quality issues, customer complaints, high RTO rates, invoice/GST discrepancies, pending KYC, banking verification, or any legal/regulatory requirement-shall be automatically shifted to the next eligible settlement cycle or withheld until satisfactorily resolved. AGROLINK reserves the right to deduct commissions, logistics fees, gateway charges, taxes, penalties, return/RTO charges, or any amounts due under this Agreement from the Seller's payout. The Seller must provide all documents required for reconciliation, and any settlement dispute must be raised within 7 days of payout, failing which the payout shall be deemed accurate, accepted, and final.
The Seller shall issue a valid tax invoice directly in the name of the Buyer/Customer for every order fulfilled through the Online Platform. The invoice must accurately reflect the Product, quantity, price, GST details, and all statutory information as displayed on the Online Store at the time of purchase.
The Seller shall not upload, display, distribute, or include any promotional, advertising, marketing, or third-party material on the Online Store or inside the Product packaging without the prior written approval of AGROLINK. The Seller shall ensure that no content or material is used that may harm, conflict with, or negatively affect the business interests or reputation of AGROLINK.
The Seller shall maintain accurate and real-time stock availability on the Online Store and shall immediately mark any Product as "Out of Stock" when it is unavailable for dispatch. If an order is placed due to the Seller's failure to update stock status, the Seller shall be responsible for the operational consequences, which may include order cancellation, deduction of related charges from future payouts, temporary suspension of specific listings, or other corrective actions as deemed necessary by AGROLINK. Repeated non-compliance may result in the restriction or permanent removal of the affected Products from the Online Store.
AGROLINK shall have the absolute right, at any time and at its sole discretion, to remove, block, or disable any text, image, graphic, product listing, or other content uploaded or provided by the Seller on the Online Store if such content is found, or is reasonably suspected, to be inaccurate, unlawful, misleading, infringing, in violation of this Agreement, or in breach of the Platform Policies. AGROLINK may exercise such rights without prior notice to the Seller.
In addition, AGROLINK reserves the right to temporarily suspend, restrict, or permanently close the Seller's Online Store or specific listings, without any liability or prior intimation, if the Seller violates any applicable law, this Agreement, or the Platform Policies, or if such action is necessary to protect the interests of Buyers, other Sellers, or the Platform.
AGROLINK reserves the sole right to publish, modify, update, or display any disclaimers, Terms of Use, policies, notices, warnings, or other informational statements on the Online Platform ("Bharatagrolink.com") as it deems necessary for legal, operational, or user experience purposes. The Seller agrees that such disclaimers and terms shall be applicable and binding on all users and Sellers, including the Seller, without requiring prior notice.
The Seller agrees and undertakes that they shall not upload, transmit, introduce, or distribute any viruses, malicious code, harmful scripts, bots, unauthorized automation tools, or any software or digital components that may damage, disrupt, disable, compromise, or otherwise impair the functionality, performance, data security, user experience, or integrity of the AGROLINK website, mobile application, servers, databases, or any connected systems. Any such activity shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Seller's access to the Online Platform.
If, at any time, AGROLINK reasonably believes, suspects, or is informed that the Seller, or any Buyer/Customer associated with the Seller, is using the Online Platform in violation of this Agreement, the Platform Policies, the Terms of Use of Bharatagrolink.com, or any applicable law, AGROLINK shall have the absolute right, at its sole discretion, to immediately suspend, restrict, or discontinue the services provided to the Seller or its Buyers/Customers without any obligation to refund any amount to the Seller.
AGROLINK may also remove, block, or permanently close the Seller's Online Store or specific listings if required to protect platform integrity, customer safety, legal compliance, or upon receiving a request, directive, or order from any legal, regulatory, statutory authority, or court of law. The Seller agrees that AGROLINK may provide relevant information, documents, transaction details, or account information about the Seller and/or its customers to such authorities as required under applicable law.
If AGROLINK reasonably believes or suspects that the Seller, its representatives, or any activity occurring through the Seller's Online Store violates any terms of this Agreement, the Platform Policies, the Terms of Use of Bharatagrolink.com, or any applicable law, AGROLINK shall have the absolute right, at its sole discretion, to immediately suspend, restrict, block, or terminate the Seller's access to the Online Platform, either temporarily or permanently, without any obligation to refund any fees or amounts to the Seller.
AGROLINK may also remove or disable any listing or close the Seller's Online Store entirely if required to protect customer safety, platform integrity, legal compliance, or pursuant to any request, direction, or order issued by a governmental, regulatory, statutory authority, or court of law. The Seller expressly authorizes AGROLINK to share any required information, documents, transactional data, or account details with such authorities in accordance with applicable law.
The Seller agrees that AGROLINK's decision under this clause shall be final, binding, and not open to dispute.
The Seller agrees to fully indemnify, defend, and hold harmless AGROLINK, its directors, shareholders, officers, employees, agents, and representatives from and against any and all losses, damages, liabilities, fines, penalties, claims, suits, or legal proceedings arising out of or in connection with:
**Infringement Claims
**Any allegation or claim that the Seller's Product, packaging, content, description, branding, or any material provided by the Seller violates or infringes the intellectual property rights or any other rights of a third party.
**Product Issues
**Any defect, deficiency, adulteration, misbranding, expiry, quality issue, safety concern, misleading packaging, or non-compliance related to the Seller's Products, including claims relating to delivery, warranty, performance, or merchantability.
**Breach of Agreement
**Any breach of the Seller's representations, warranties, covenants, undertakings, or obligations under this Agreement or the Platform Policies.
**Fraud or Misconduct
**Any fraudulent activity or misconduct by the Seller, including but not limited to:
**Violation of Law
**Any non-compliance with applicable laws, rules, notifications, regulatory guidelines, or statutory obligations, including but not limited to GST, legal metrology, licensing laws, agricultural laws, FSSAI rules, and IP legislation
The Seller's indemnity obligations under this Clause shall survive the termination, expiration, or suspension of this Agreement and shall continue to remain fully enforceable until all claims, disputes, liabilities, or damages arising out of the Seller's actions have been fully resolved.
AGROLINK creates and operates the Seller's Online Store on the Platform based solely on the information, representations, and warranties provided by the Seller. AGROLINK does not verify or guarantee the accuracy, legality, authenticity, or compliance of the Seller's Products or listing content. Such representations by the Seller form a fundamental basis of this Agreement.
AGROLINK shall, under no circumstances, be liable for any loss, injury, damage, claim, or liability arising out of or related to any Product listed or sold by the Seller, including cases where the Product is defective, damaged, expired, unsafe, non-compliant, mislabelled, infringing, or in violation of any applicable law or third-party intellectual property rights.
The Seller shall be solely and fully responsible for all issues relating to its Products-including but not limited to quality, quantity, authenticity, pricing, merchantability, performance, suitability, warranties, regulatory compliance, and delivery-and shall indemnify and hold harmless AGROLINK against all claims, complaints, disputes, refunds, penalties, losses, or damages arising from such matters.
AGROLINK shall not, under any circumstances, be liable for any claim, loss, damage, penalty, cost, or proceeding arising out of or relating to any act, omission, negligence, fraud, misconduct, misrepresentation, regulatory non-compliance, tax violation, false declaration, breach of statutory obligations, non-fulfilment of orders, or any unlawful activity committed by the Seller or its employees, agents, affiliates, or representatives.
The Seller shall be solely and exclusively responsible for all such acts and shall indemnify, defend, and hold AGROLINK harmless from and against any and all claims, actions, liabilities, fines, penalties, costs, or damages brought by Buyers, governmental authorities, regulators, or third parties in connection therewith.
The Seller acknowledges and agrees that all Products listed and sold through the Online Platform are solely owned, supplied, and provided by the Seller. AGROLINK acts only as an intermediary and technology facilitator, enabling the online sale of the Seller's Products.
AGROLINK shall have no responsibility or liability whatsoever with respect to the Products, including their design, formulation, quality, condition, performance, safety, suitability, packaging, labeling, warranties, guarantees, or compliance with applicable laws. All obligations arising from or relating to the Products shall rest solely with the Seller.
The Seller acknowledges and agrees that they are solely and independently responsible for determining and setting the prices of all Products listed on the Online Store. The Seller shall ensure that all pricing information is accurate, transparent, and inclusive of all applicable taxes, duties, charges, and statutory fees. The Seller is further responsible for promptly updating Product prices in the event of any revisions, corrections, or regulatory changes.
The Seller shall not engage in any form of price manipulation, including artificially inflating prices, excessive mark-ups, price gouging, or any unfair or deceptive pricing practices. All prices must reflect genuine market value and comply with applicable laws, consumer protection guidelines, and platform policies.
The Seller may offer promotional prices, discounts, or run any price-based marketing campaigns only with the prior written approval of AGROLINK. All approved promotions must strictly adhere to the timelines, terms, and conditions communicated by AGROLINK, and the Seller shall not initiate, alter, or extend any promotional activity without such approval.
The Seller shall maintain sufficient and adequate inventory for all Products listed on the Online Store to ensure timely and uninterrupted fulfilment of Orders. The Seller shall promptly update stock levels on the Online Platform to reflect actual availability and must immediately mark any Product as "Out of Stock" when it is no longer available for dispatch.
If any Product becomes unavailable or out of stock, the Seller shall immediately update the listing on the Online Store by either removing the Product or marking it as "Out of Stock." Failure to maintain accurate stock information, resulting in Order cancellations due to non-availability of Products, may lead to operational consequences, including customer escalations, service-level non-compliance, temporary suspension of listings, withholding of payouts, or termination of this Agreement, as deemed appropriate by AGROLINK.
The Seller acknowledges and agrees that the use of the AGROLINK Online Platform involves certain inherent risks and operational uncertainties, including but not limited to:
**a. Technical Risks
**Interruptions, delays, downtime, system failures, server outages, bugs, glitches, or unavailability of the Online Platform arising from hardware failure, software issues, network interruptions, maintenance activities, or force-majeure events.
**b. Compatibility Risks
**Functional limitations or incompatibility between the AGROLINK Platform and the Seller's own devices, systems, operating software, applications, browsers, or network configurations, which may affect platform performance or accessibility.
**c. Security Risks
**Risks associated with unauthorized access, hacking attempts, data breaches, phishing, malware, viruses, or accidental data loss or corruption resulting from factors beyond AGROLINK's reasonable control.
The Seller expressly acknowledges and agrees that, by accessing or using the Online Platform, they voluntarily assume all risks associated with such use. The Seller further agrees that AGROLINK shall not, under any circumstances, be held liable for any loss, damage, interruption, delay, data loss, business impact, or any other harm arising directly or indirectly from the inherent risks described in Clause 11.1 or from factors beyond AGROLINK's reasonable control. The Seller understands that continued use of the Online Platform constitutes full acceptance of these risks and an irrevocable waiver of any claim against AGROLINK relating to such risks.
The Seller acknowledges that any information, content, tools, or materials displayed on the Online Platform are provided solely for general informational and operational purposes. Such information shall not be construed as legal, medical, financial, tax, technical, or professional advice. The Seller further confirms that no fiduciary, advisory, agency, partnership, or special relationship of trust is created between the Seller and AGROLINK through the use of the Online Platform or this Agreement, and the Seller shall solely be responsible for seeking independent professional advice as required.
12.1 Term of Agreement & Right to Terminate
This Agreement shall remain in force from the Effective Date until terminated in accordance with this Clause. AGROLINK reserves the absolute right to terminate this Agreement, with or without cause, by providing thirty (30) days' written notice to the Seller. AGROLINK may also terminate this Agreement immediately, without prior notice, in the event: (a) the Seller commits a breach of any representation, warranty, obligation, or term of this Agreement and fails to cure such breach within ten (10) days of written notice; (b) the Seller engages in fraudulent activity, misuse of promotions, price manipulation, false orders, or deceptive practices; (c) the Seller fails to maintain any mandatory licenses, approvals, or statutory compliance; (d) insolvency, bankruptcy, winding-up, or similar proceedings are initiated by or against the Seller; (e) the Seller infringes third-party intellectual property or breaches any applicable law.
12.2 Effect of Termination
Upon termination, AGROLINK shall immediately remove or disable the Seller's listings, suspend access to the Online Store, and discontinue display of all Products. The Seller acknowledges that AGROLINK shall not be liable for any direct, indirect, special, consequential, commercial, or business losses arising due to termination of this Agreement.
12.3 Post-Termination Obligations of the Seller
Following termination, the Seller shall: (a) fulfil and complete all pending Orders placed prior to termination; (b) honour all return, refund, and replacement obligations for Orders already delivered; (c) settle all outstanding dues, liabilities, and financial obligations towards Buyers or AGROLINK; (d) cooperate in providing any required documentation, proof, or assistance for dispute resolution; (e) immediately cease using AGROLINK's trademarks, data, platform access, or confidential information.
12.4 Settlement of Accounts After Termination
AGROLINK may withhold payments or maintain a reserve for up to ninety (90) days to cover potential refunds, chargebacks, RTO costs, statutory liabilities, return claims, or disputes arising from Orders placed prior to termination. Any outstanding deductions- including logistics charges, refunds, penalties, taxes, chargebacks, or other platform-related costs -shall be adjusted before releasing any balance to the Seller.
12.5. No Waiver & No Liability
Termination of this Agreement shall not affect any rights or remedies available to AGROLINK under law or equity. The Seller agrees that termination shall not entitle the Seller to claim any compensation, damages, goodwill loss, business loss, or reimbursement of any kind from AGROLINK.
12.6. Survival
Notwithstanding termination, the following provisions shall survive and remain in full force: Indemnity, Limitation of Liability, Confidentiality, Intellectual Property, Payment & Settlement Obligations, Return/Refund Obligations, Governing Law, and Dispute Resolution. These obligations shall continue until fully discharged.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, validity, breach, or termination, shall be resolved exclusively by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, including any amendments or re-enactments thereof. The arbitration shall be conducted by a sole arbitrator, who shall be appointed jointly by the Parties within 15 days of a dispute being notified in writing.
If the Parties fail to mutually appoint an arbitrator within the stipulated period, the sole arbitrator shall be appointed by AGROLINK, and such appointment shall be final and binding.
The seat and venue of arbitration shall be Bhopal, Madhya Pradesh, and the arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, including any amendments, modifications, or re-enactments thereof for the time being in force.
13.3. The language of the arbitration proceedings, including all submissions, evidence, and the arbitral award, shall be English and Hindi.
13.4. The award rendered by the sole arbitrator shall be final, conclusive, and binding on both Parties. The Parties agree that the arbitral award may be enforced in any court of competent jurisdiction.
Nothing in this clause shall prevent AGROLINK from approaching the courts at Delhi for urgent interim relief, injunctions, or protective orders relating to:
a. misuse of confidential information,
b. intellectual property infringement,
c. fraudulent activities,
d. data security violations, or
e. any act causing immediate harm to AGROLINK, its brand, or customers.
Such court intervention shall not be considered a violation of the arbitration process.
The cost of arbitration, including the arbitrator's fees, legal fees, and administrative costs, shall be borne by the Seller if the dispute arises from:
a. the Seller's breach of this Agreement,
b. product-related issues or customer complaints, or
c. any act of default, non-compliance, or misconduct by the Seller.
In all other cases, costs shall be shared equally, unless determined otherwise by the arbitrator.
The obligations, performance, interpretation, and validity of this Agreement shall be governed by and construed in accordance with the laws of India.
**Subject to the Arbitration Clause above, the courts at Bhopal, Madhya Pradesh shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
**However, AGROLINK shall retain the right, at its sole and absolute discretion, to initiate or pursue legal proceedings in any other jurisdiction-whether within or outside India-if deemed necessary for protecting its interests, enforcing its rights, or securing reliefs.
The Seller expressly agrees that such choice of jurisdiction by AGROLINK shall be valid, binding, and shall not be contested by the Seller under any circumstances.
All notices, communications, or other correspondences under this Agreement shall be in writing and in the English language, and may be delivered by hand, sent by email, or dispatched through a recognized courier service to the respective addresses and contact details specified at the beginning of this Agreement or as updated by either Party in writing.
Each Party shall retain all right, title, and interest in its respective trademarks, logos, brand names, copyrights, patents, domain names, trade dress, and all associated intellectual property. Nothing in this Agreement shall be construed as transferring, assigning, or granting any ownership rights of one Party's Intellectual Property to the other, except as expressly permitted under this Agreement.
The Seller expressly acknowledges that AGROLINK owns and retains all Intellectual Property Rights in:
a. the AGROLINK website, mobile application, dashboards, user interfaces, designs, layouts,
b. software, algorithms, databases, catalog structures, search systems,
c. trademarks, brand names, logos, graphics, creatives, content designs,
d. marketing material, banners, category structures,
e. know-how, processes, systems, documentation, and proprietary data,
including all improvements, enhancements, or modifications created during the provision of services under this Agreement.
No ownership or license of AGROLINK's Intellectual Property Rights is granted or transferred to the Seller under any circumstances.
The Seller grants AGROLINK a non-exclusive, worldwide, royalty-free, sub-licensable license to use, display, reproduce, modify, adapt, publish, store, distribute, advertise, or make derivative works of the Seller's trademarks, product images, product descriptions, specifications, and all listing material for the purposes of operating, marketing, and promoting the Online Store.
This license:
The Seller represents and warrants that:
The Seller shall fully indemnify AGROLINK against any third-party IPR claims, notices, takedown requests, damages, penalties, or legal proceedings.
The Seller shall not, under any circumstances:
Any misuse shall result in immediate termination and legal action.
All customer data, browsing data, purchase behavior, platform analytics, category intelligence, marketplace trends, and performance insights generated on AGROLINK are the exclusive property of AGROLINK.
The Seller shall not:
Unauthorized use will lead to termination, damages, and legal action under data protection laws.
If AGROLINK identifies that the Seller:
AGROLINK may, at its sole discretion:
The Seller agrees that AGROLINK's decision under this clause shall be final and binding.
This Agreement constitutes the complete and entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, promises, or understandings, whether written or oral, relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and duly executed by authorized representatives of both Parties.
The Seller shall not assign, transfer, delegate, sub-license, sub-contract, or otherwise convey this Agreement or any of its rights, benefits, or obligations hereunder, whether voluntarily, involuntarily, by operation of law, merger, acquisition, or otherwise, without the prior written consent of AGROLINK. Any attempted assignment or transfer in violation of this clause shall be null, void, and of no effect. AGROLINK may assign or transfer this Agreement, in whole or in part, to any of its affiliates, group entities, or successors without requiring the Seller's consent.
19.1 Confidential Information
The Seller agrees to maintain strict confidentiality regarding all information, data, documents, trade secrets, business records, user/customer information, pricing, algorithms, platform insights, operational processes, and any other material disclosed, generated, or made available to the Seller by AGROLINK in connection with this Agreement ("Confidential Information").
19.2 Restrictions on Use
The Seller shall use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and for no other purpose whatsoever. The Seller shall not copy, disclose, share, sell, transfer, or otherwise disseminate any Confidential Information to any third party without the prior written consent of AGROLINK.
19.3 Injunctive Relief
The Seller acknowledges that any unauthorized disclosure or misuse of Confidential Information will cause immediate and irreparable harm to AGROLINK, for which monetary damages may be inadequate. AGROLINK shall therefore be entitled to seek injunctive relief, specific performance, or any other equitable remedies from a court of competent jurisdiction without the requirement to post any bond or prove actual damages.
The confidentiality obligations under this clause shall survive the termination or expiration of this Agreement indefinitely, or until such time as the Confidential Information lawfully enters the public domain through no fault of the Seller.
20.1 Exclusion of Damages
To the maximum extent permitted by applicable law, AGROLINK shall not be liable to the Seller for any indirect, incidental, consequential, punitive, exemplary, or special damages of any kind, including but not limited to loss of profits, loss of business, loss of revenue, loss of goodwill, loss of data, business interruption, or anticipated savings, arising out of or in connection with this Agreement, the Platform, or the services provided herein, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if AGROLINK has been advised of the possibility of such damages.
20.2 Cap on Direct Damages
Subject to Clause 20.3, AGROLINK's aggregate liability for any and all direct damages arising out of or in connection with this Agreement shall, in no event, exceed the total commission/fee actually received by AGROLINK from the Seller in the three (3) months immediately preceding the event giving rise to the claim.
20.3 Exceptions
The limitations set forth in this clause shall not apply to:
(a) the Seller's breach of confidentiality obligations;
(b) the Seller's breach of intellectual property rights of AGROLINK;
(c) fraud, wilful misconduct, or intentional violation of law by the Seller;
(d) amounts payable by the Seller under indemnification obligations.
20.4 Seller Responsibility
The Seller acknowledges that it is solely responsible for the quality, safety, legality, warranty, tax compliance, delivery, return obligations, and any other issues relating to the products sold by the Seller through the Platform. AGROLINK shall have no liability whatsoever arising from Seller's products or the Seller's actions or omissions.
21.1 Independent Parties
The Parties acknowledge and agree that they are independent contracting parties. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, franchise, agency, employment, or fiduciary relationship between the Parties.
21.2 No Authority to Bind
The Seller has no authority, whether express or implied, to bind, represent, act on behalf of, or obligate AGROLINK in any manner whatsoever. The Seller shall not make any statements or commitments, or give any warranties or assurances, purporting to be made on behalf of AGROLINK.
21.3 Responsibility for Own Acts
AGROLINK shall not be responsible or liable for any acts, omissions, negligence, misconduct, representations, warranties, obligations, or liabilities of the Seller, including those relating to the products listed, sold, or delivered by the Seller.
21.4 No Employer-Employee Relationship
Nothing in this Agreement shall be deemed to create an employer-employee, principal-agent, or master-servant relationship between AGROLINK and the Seller. The Seller shall be solely responsible for its employees, staff, labor, agents, subcontractors, and representatives, including payment of wages, taxes, statutory dues, and compliance with applicable laws.
22.1 Waiver
No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No waiver of any breach or default shall be deemed a waiver of any preceding, concurrent, or subsequent breach or default, whether of the same or any other provision. Any waiver shall be valid only if it is in writing and signed by an authorized representative of the Party granting such waiver.
22.2 Amendment by AGROLINK
AGROLINK reserves the sole and absolute right to modify, amend, update, or replace this Agreement, the Terms of Use, policies, guidelines, operational rules, or any other terms governing the Platform, in whole or in part, at any time and at its sole discretion, without prior notice.
22.3 Effective Date of Changes
Any such amendments or modifications shall become effective immediately upon being posted on the Platform, published on the Seller dashboard, or communicated to the Seller through email, SMS, WhatsApp, or any other digital means deemed appropriate by AGROLINK.
22.4 Seller's Responsibility to Review
The Seller is solely responsible for regularly reviewing this Agreement and all applicable policies to stay updated on any modifications. Continued use of the Platform, access to the Seller dashboard, acceptance of orders, or listing of products by the Seller after such amendments shall constitute the Seller's full and binding acceptance of the updated terms.
22.5 No Negotiated Amendments
Any proposed modification or amendment initiated by the Seller shall only be valid if agreed in writing and signed by authorized representatives of both Parties. No oral statements or informal communications shall modify this Agreement.
23.1 Definition:
Neither Party shall be held liable for any delay, failure, or interruption in the performance of its obligations under this Agreement (except for payment obligations) if such delay or failure results from events or circumstances beyond the reasonable control of the affected Party and without its fault or negligence ("Force Majeure Event"). Such events include, but are not limited to:
23.2 Notification:
The Party affected by a Force Majeure Event shall notify the other Party in writing as soon as reasonably possible, providing details of the event, its expected duration, and the manner in which it affects performance of obligations.
23.3 Suspension of Obligations:
The obligations of the affected Party shall be suspended for the duration of the Force Majeure Event, provided that such Party makes reasonable efforts to mitigate the impact and resume performance at the earliest possible time.
23.4 Right to Terminate:
If a Force Majeure Event continues for a period exceeding thirty (30) consecutive days, either Party may terminate this Agreement without liability, upon providing written notice to the other Party.
23.5 No Relief for Financial Obligations:
Force Majeure shall not relieve either Party from any outstanding payments due prior to the commencement of the Force Majeure Event.
24.1 Seller's Absolute Liability
The Seller shall bear full and absolute liability for any loss, theft, damage, or destruction of products during transit, irrespective of whether such transit is arranged by the Seller, a third-party logistics provider, or through logistics partners listed on the AGROLINK Platform. The Seller is solely responsible for ensuring adequate packaging, labeling, and documentation to safeguard the products during transit.
24.2 Insurance of Shipments
The Seller may opt to insure the shipped products through any third-party insurance provider listed or integrated on the AGROLINK Platform. All insurance premiums, charges, fees, and related costs shall be borne exclusively by the Seller. AGROLINK shall not be responsible for the adequacy, validity, approval, rejection, or processing of any insurance claim.
24.3 AGROLINK as Facilitator Only
AGROLINK acts solely as a facilitator for enabling access to third-party logistics and insurance providers. AGROLINK is not a party to any insurance contract, logistics agreement, claim process, or dispute between the Seller, logistics partner, or insurer. Accordingly, AGROLINK shall have no liability whatsoever for any loss in transit, rejection of claims, delays, or insurer decisions.
24.4 Recovery of Costs by AGROLINK
If AGROLINK incurs any cost, penalty, charge, interest, or payment on behalf of the Seller due to the Seller's failure to pay insurance premiums or related charges, AGROLINK shall have the right to deduct such amounts from any current or future payouts due to the Seller.
24.5 Direct Payment Obligation
If there are no outstanding or upcoming payables due to the Seller, the Seller shall reimburse AGROLINK for any such incurred amounts within seven (7) working days of receiving written notice. Failure to make timely payment shall constitute a material breach of this Agreement and may result in suspension of the Seller's account or legal recovery actions.
24.6 No Impact on Return or RTO Policies
Loss in transit shall not alter or reduce the Seller's responsibility for returns, RTOs, customer refunds, or replacement obligations under AGROLINK's policies.