Please read the following terms and conditions very carefully as your use of service is subject to your acceptance of and compliance with the following terms and conditions ("Terms”/ “Agreement”).
By subscribing to or using any of our services you agree that you have read, understood and are bound by the Terms, regardless of how you subscribe to or use the services. If you do not want to be bound by the Terms, you must not subscribe to or use our services. These Terms and various other policies are binding as per the provisions of the Information Technology (Intermediaries guidelines) Rules, 2011 formulated under the Information Technology Act of 2000.
AGROLINK has an online e-commerce technology platform accessible through various digital means, including its website - www.Bharatagrolink.com and mobile application “BharatAgrolink” along with any associated domains or subdomains owned and operated by AGROLINK (hereinafter collectively referred to as “Online Platform”);
For the purpose of the Terms, wherever the context so requires, 'you' and 'your' shall relate to any natural or legal person who has agreed to become a Seller on the Platform by providing registration data while registering on the Platform using computer systems. The word 'user' shall collectively imply a Seller, a Buyer, and any visitor on the Platform and the terms 'we', 'us' and 'our' shall mean Agrolink Manufacturing Private Limited.
AGROLINK provides a technology-enabled marketplace that facilitates transactions between buyers and Sellers by allowing Sellers to list, display, and sell their products using Online Platform, on an “as-is” basis, subject to AGROLINK’S terms, policies, and approvals.
The Seller represents that Seller is a licensed entity or individual, duly authorized under a valid license issued by the relevant Ministry or regulatory authority under Indian governing law, to manufacture, distribute, and sell its products under its own brand/trademark and is desirous of listing, displaying and selling its products facilitated through online platform to such buyers who visit Online Platform, subject to AGROLINK’S approval, platform policies, and compliance with applicable Indian laws;
Your use of the Platform and the features therein is governed by the following Terms including applicable policies available on the Platform, notifications and communications sent to you on the Platform which are incorporated herein by way of reference. If you transact on the Platform, you shall be subject to the policies that are applicable to the Platform for such a transaction. By mere use of the Platform you shall be contracting with AGROLINK, and these terms and conditions including the policies constitute your binding obligations to AGROLINK.:
1. DEFINITIONS
For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.
1.1. “Online Platform” shall mean www.BHARATAGROLINK.COM, its related domains, subdomains, mobile applications, and any other digital or technological platform owned and operated by AGROLINK.
1.2. “Buyer” shall mean any individual, group of individuals, firm or any other entity placing an order for the Products of the Seller through the Online Platform.
1.3. “Effective Date” shall mean the date on which this Agreement is executed by both Parties and comes into force.
1.4. "Government / Government Authority" means Indian government, regulatory authority, governmental department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or any municipality, district or other subdivision thereof and etc., including any office or body exercising any powers of discharging any functions under constitution, statutory or delegated legislation or under delegated executive powers in any relevant jurisdiction.
1.5. “Intellectual Property Right” means all tangible and intangible intellectual property assets, including but not limited to all patent, copyright, moral right, trademark, service marks, logos, commercial names, logo identity, logo guidelines, domain names, patents, designs, business processes, semiconductor topography rights or industrial property, know how, business methods, programs, software, programs, process, source code, concept, idea, systems, process flow, inventions, formulae, algorithms, databases, data analytics models, process workflows, artificial intelligence (AI) models, machine learning (ML) algorithms, system architecture, product formulations, agricultural formulations, biotechnology innovations, process automation techniques, confidential manufacturing processes, recipes, formulas, technical know-how, trade secrets, supplier/Seller data, and proprietary research and development (R&D) insights, confidential or secret processes, trade secrets, any other protected rights or assets and any other intellectual property right arising under any Applicable Laws and all ancillary and related right, including all rights of registration and renewal and causes for action for violation, misappropriation or infringement of any of the foregoing.
1.6. “List/Listing” shall mean uploading, displaying, and making available for sale Products on the Online Platform, on an “as-is-basis”.
1.7. “Online Store” shall mean an online e-commerce store accessible through the Online Platform for sale of the Seller’s Products where the Customer may place an order for the Product of the Seller. “Objectionable Content” means information or content that: -
1.7.1. Belongs to another person and to which the user does not have any right to; 1.7.2. Is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic,
paedophilic, libellous, invasive of another's privacy, hateful, or racially,
ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever.
1.7.3. Harm minors in any way; 1.7.4. Infringes any patent, trademark, copyright or other proprietary rights; 1.7.5. Violates any law for the time being in force; 1.7.6. Deceives or misleads the addressee about the origin of such messages or
communicates any information which is grossly offensive or menacing in nature; 1.7.7. Impersonate another person; 1.7.8. Contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer resource; 1.7.9. Threatens the unity, integrity, defence, security or sovereignty of India, friendly
relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation.
1.7.10. Anything in violation of the terms of the Agreement.
1.8. “Order” shall mean an order for purchase of Products wherein the Buyer has agreed to purchase the Product upon such the terms and conditions and at the Price indicated on the Online Store by the Seller.
1.9. “Products” shall mean merchandise items of the Seller or its suppliers, put up for sale on the Online Store by the Seller.
1.10. “Price” shall mean the cost at which the Products are to be delivered to the Buyer inclusive of Shipping charges and applicable taxes, if any.
1.11. “Registered User” shall mean any individual, group of individuals, firm or any other entity registered on the Online Platform.
1.12. “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Buyer.
1.13. “Sign-up Fees” shall mean the non-refundable fees payable by the Seller to AGROLINK at the time of execution of this Agreement towards the initial creation of Online Store.
1.14. “Service charge” shall mean the margin per transaction (every transaction of sale made by Seller on the Online Platform) charged by the AGROLINK to the Seller at the rates as may be specified by the Company from time to time, upon the sale of Product on Online Store.
1.15. “Seller” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its Products through the Online Store
2. SELLER PRODUCT LISTINGS
2.1. Subject to the terms of this Agreement and in reliance of the representations and warranties of Seller, during the term of this Agreement, AGROLINK will allow Seller to list the Products for sale on Online Store / website / mobile application at the Listing Price determined by Seller or the person authorised by Seller.
2.2. The Products’ details including pictures and information will be uploaded on the Online Store by the Seller itself, which is subject to final review and approval of AGROLINK for display on the Online Store as per parameters set by the AGROLINK for the said purpose. The said parameter will be decided by the AGROLINK from time to time and can be made available to the Seller on demand in writing.
2.3. The Product’s details may also be uploaded on the Online Store by AGROLINK on written request made by the Seller in standard prescribed Form provided by the AGROLINK in this regard.
2.4. AGROLINK may implement mechanism to rate and provide review/feedback regarding Seller and Seller Products on Online store and such information be available publicly on Online Store and AGROLINK shall not be liable for any Seller disputes arising from such review.
2.5. Seller shall be solely responsible for the Product information, related content Seller materials, Seller Products and Seller’s offer and sale of the Seller Products on Online Store and will ensure that Seller remains fully compliant with all Applicable Laws including all requirements under Indian governing law.
2.6. Seller undertakes that the Seller materials, Seller Products (including their packaging shall not contain any Objectionable Content or any other content that is not permitted and is in compliance with the agreed license granted by the Government and content standards therein. The Packaging of the product shall not contain the Product other than the Product for which the order has been placed by the Buyer. Seller takes full responsibility for the contents of the packages that it hands over to logistics service providers or delivers to Buyers under this Agreement and agrees that AGROLINK shall not be responsible or liable in any manner whatsoever for such contents and shall further indemnify the AGROLINK from any such third-party claims.
2.7. Seller shall not substitute any item or product for an Order with another item or product. In the event the Order is partly delivered or there is missing accessories or freebies, Seller agrees to immediately provide the same to Buyer at Seller’s own cost.
2.8. Notwithstanding to any provision of this Agreement, Seller while Listing its Products on the Online Store shall not attempt to advertise its Products on the Online Store without seeking sanction for advertisement of such Product from the respective government authority authorized to grant such sanction.
2.9. Seller shall not attempt to sell or list its Products on the Online Store for which license or permission has not been granted by the relevant authority/ministry or any other authority appointed by the Indian government for the said purpose.
2.10. Seller undertakes and agrees that it shall not collude with a Buyer or other Sellers or users of the Online Store to create cartel or for drawing benefits from various promotional offers including but not limited to discounts or cashbacks provided by the AGROLINK through any false or fraudulent transaction. If the Seller is found
involved in such activity, the Seller acknowledges that AGROLINK reserves its right to impose strict penalty on such Seller including but not limited to:
2.10.1. recover the money amounting to 5 (five) times of the benefits so drawn or maximum retail price; whichever is higher.
2.10.2. Immediate suspension or termination of the Seller’s account and removal of all product listings from the Online Store.
2.10.3. Legal action, including claims for damages and indemnification, as per applicable laws.
3. ARRANGEMENT
3.1. AGROLINK shall offer to the Seller its services for facilitating online sale of the Seller’s Product which shall include hosting and technology, customer support, payment services, and all the other related services to facilitate the customer satisfaction on behalf of the Seller.
3.2. Based on mutual discussions, it is agreed by and between the Parties hereto that the Seller shall put up for sale its Products on the said Online Store, subject to the terms and conditions hereinafter contained. Seller further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of the Online Platform and the same forms part of this Agreement.
3.3. Order processing timeline- The Seller should strictly comply with the order fulfilment timeline which is as follows:
a. Once a Product is listed by the Seller on the Online Store, he is under absolute liability to accept such Order, and the Seller cannot refuse to do so.
b. If the Seller fails to acknowledge and accept the Order, he shall be charged all the Charges and penalties that AGROLINK suffered due to such non-acceptance, which may include but not restricted to, gateway platform fees, taxes, third party cancellation charges and refunds payable to the Customers.
c. Seller shall process the Order within 48 hours of Order placement. d. In case of returns and replacements, the same shall be processed and dispatched within
24 hours of initiating the request.
3.4. AGROLINK reserves the right to cancel any order without any liability towards Seller, if the Seller: (i) fails to hand over the packed Product to the Buyer/registered user within the agreed timelines; (ii) fails to ship the order within the applicable shipping period specified in the order information; (iii) repeatedly delays order dispatch (If the Seller fails to dispatch an order within 48 hours on three separate occasions within a month, AGROLINK shall impose penalties, restrictions, or account suspensions).
3.5. AGROLINK reserves the absolute right to modify, update, or amend the Terms of Use at any time without prior notice to the Seller, and the Seller agrees to abide by such modifications as a condition of continued use of the Online Store.
3.6. The Seller shall fulfil the Orders by using logistic services employed by himself or can choose third party logistic services as listed on the Online Platform. In case the Seller uses third party logistic services of the Online Platform, then the Seller shall be liable to pay all costs and expenses incurred in Order fulfilment to the listed third party logistics provider. In case the Seller fails to pay such costs to the third-party logistics provider, then AGROLINK shall deduct such amount from the payables to the Seller.
4. CONSIDERATION AND PAYMENT TERMS 4.1. Seller authorises AGROLINK to collect the payment of sale proceeds, on behalf of the Seller, in respect of the Orders received by Seller through Online Store. In consideration of the services rendered by AGROLINK to Seller, the AGROLINK shall be liable to pay the Service charge to the Seller at the rates decided by AGROLINK. Such sale proceeds shall be remitted to the Seller by the AGROLINK after deducting the Service Charge and applicable expenses, third party’s logistic costs and taxes.
4.2. AGROLINK will collect the payment for Seller Products through payment gateways aggregators (“Payment Gateway”) or on its own. Seller agrees that AGROLINK can authorise the Payment Gateway for processing payments, refunds, and adjustments for Seller transactions, receiving and holding sales proceeds on Seller’s behalf and remitting entire sales proceeds to AGROLINK bank account.
4.3. Seller agrees that as a security measure or in compliance with Applicable Law or any reason thereof, AGROLINK or the Payment Gateway shall have the right (but not the obligation) to impose limits or restrictions on transactions at Online Platform. Neither AGROLINK nor Payment Gateway will be liable to the Seller in case of any transaction failure to meet regulatory requirements or due to any technology failure or limitations of technology being used.
4.5. If or the Payment Gateway reasonably conclude based on the available information that Seller's actions or performance may result in Buyer disputes, chargebacks or other claims, then AGROLINK may, in its sole discretion, may delay initiating remittances related to such dispute and withhold corresponding payments that are otherwise due to until the completion of investigation regarding any Seller actions or performance without any further liability.
4.6. AGROLINK reserves the right to withhold the sales proceeds or any portion of the sales proceeds in a reserve account pertaining to the disputes with Buyers or registered user or any third party arising out of any default or defect in services of Seller or the Seller Product.
4.7. In the event any order is reversed/returned due to “Damaged Product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Seller agrees that the logistics and handling costs will be borne by the Seller and the said charges including but not
limited to return pickup charges, payment gateway charges and taxes will be deducted from the amount due and payable to Seller, by the AGROLINK.
4.8. The Seller further agrees that if in the event any order is reversed due to “Damaged Product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered” and sale proceeds of the Order has been transferred to the Seller, then in such situation Seller will return the amount of the Order which is reversed, so that the same may refunded back to the same Buyer/customer. In case of non-compliance, AGROLINK reserves the right to deduct future payments, impose penalties, or suspend the Seller’s account until the disputed amount is recovered.
4.9. Payment reimbursement of the sale proceeds to Seller shall be done by AGROLINK in the following manner:
a. Seller shall prepare a consolidated advice list of all Orders delivered to the Buyers/customers.
b. AGROLINK shall within 8 (eight) business working days from the date of (i) successful delivery of the product (ii) the receipt of the sale proceeds by AGROLINK, or (iii) expiry of the applicable return window, whichever is later. Thereafter, AGROLINK will accordingly remit the amount to Seller through online transfer after deducting the Service Charges, expenses, taxes and any third-party logistic charges if applicable.
c. AGROLINK shall deduct its Service Charges, expenses, taxes and any third-party logistic charges as specified from time to time from the total amount collected as Price as sale proceeds for the Orders received by the Seller through the Online Store.
4.10. Seller agrees to bear all the applicable taxes, duties, or other similar payments arising out of the sales transaction of the Product through the Online Store and AGROLINK shall not be responsible to collect, report, or remit any taxes arising from any transaction. The Seller must ensure full compliance with all taxation laws and shall indemnify AGROLINK against any tax-related liabilities, penalties, or claims arising due to non-compliance.
4.11. AGROLINK reserves the right to hold Seller payments if any return, refund, cancellation, or exchange request is initiated by the Buyer within seven (7) days of Product delivery. The payment shall remain on hold until the dispute is fully resolved between the Buyer, and the Seller, and any applicable deductions for refunds, logistics, or penalties shall be made before releasing the balance amount to the Seller.
4.12. The Seller acknowledges and accepts that all fees, charges, and payments made to AGROLINK under this Agreement, including but not limited to sign-up fees, service charges, listing fees, and any other applicable charges, shall be strictly non-refundable, deemed to be fully earned, and will not be refunded under any circumstances.
5. OBLIGATIONS OF THE SELLER
The Seller shall: -
5.1. Through the interface provided by the AGROLINK on the creation on Online Store of Seller, shall upload, or provide to the AGROLINK to upload, the Product description, images, disclaimer, delivery timelines, price and such other details for the Products to be displayed and offered for sale through the said Online Store.
5.2. Seller shall ensure not to upload or provide to upload to AGROLINK any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Seller shall ensure to upload or provide to upload the Product description and image only for the Product which is offered for sale through the Online Store and for which the said Online Store is created.
5.3. Seller shall provide full, correct, accurate and true description of the Product to enable the Buyer/customers to make an informed decision.
5.4. Seller shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the Products offered for sale through their Online Store.
5.5 At all times have access to the internet and its email account to check the status of orders.
5.6. On receipt of the approved order, Seller shall dispatch the Products to the Buyer’s designated location, within a period not exceeding 48 hours or within the time as specified in the Product description on its Online Store. Logistics and shipping shall be managed and paid for by AGROLINK. However, in the event that an order is returned after delivery, the shipping cost for the return shall be borne by the Seller.
5.7. In respect of the Order for Products placed through the Online Store, Seller shall submit proof of dispatch to the satisfaction of AGROLINK within 48 hours in the form and manner as specified by AGROLINK from time to time.
5.8. In the event the Products are not accepted by the Buyer / Customer due to any reason including wrong / damaged Products dispatched, then the same shall be replaced by the Seller at no extra cost to the aggrieved Buyer / Customer. Since the AGROLINK is a Facilitator, the Seller hereby authorizes the AGROLINK to entertain all claims of return of the Product in the mutual interest of the Seller as well as the Buyer / customer. The Seller acknowledges that AGROLINK’S decision in such matters shall be final and binding, and any necessary refunds, adjustments, or penalties may be deducted from the Seller’s pending payouts.
5.9. Seller will provide AGROLINK with its return and refund Policy and such Seller return and refund policy shall apply to all Seller Products. Seller will be responsible
for accepting and processing returns of its Products in accordance with this Agreement and the Sellers return and refund Policy (displayed as part of Product information). However, the internal policies of AGROLINK shall supersede all Seller’s policies, and in the event of any conflict, AGROLINK’S decision shall be final and binding. AGROLINK reserves the right to determine the validity of refund and return claims at its sole discretion and may process refunds directly to the Buyer by deducting the corresponding amount from the Seller’s pending payouts. That decision of AGROLINK shall be binding on Seller.
5.10. If Seller delays in resolving Buyer’s or registered users complaints or disputes relating to its Products within the period of 24 hours (including failure to perform quality checks of the returned Products), then on the expiry of such period, AGROLINK may at its sole discretion decide and remit the refund to Buyer or registered user upon receipt of request from Buyer or registered user and recover the same from Seller. Seller agrees that it will accept AGROLINK decision to remit the refund to Buyer or registered user without any contest or dispute. While arriving at any decision under this clause AGROLINK would use reasonable efforts and opportunity of being heard will be provided to Seller and the Buyer or registered user but AGROLINK does not take any responsibility to ascertain the truth of such a claim by Seller or Buyer or registered user.
5.11. The Seller shall update the order status on the Online Store dashboard on a daily basis, including but not limited to the Airway Bill (AWB) Number, shipment tracking details, and expected delivery timelines. Failure to provide timely updates may result in order cancellations, penalties, or temporary suspension of Seller listings, at the sole discretion of AGROLINK.
5.12. The Seller shall not send any of its promotional or any other information with the Products ordered by the Buyer / customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the AGROLINK.
5.13. The Seller shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Buyer / customer has placed the Order.
5.14. Seller shall raise invoice in the name of Buyer / customer. Seller further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the Buyer / customer and paid by/charged to the customer.
5.15. The Seller shall not offer any Products for sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
5.16. The Seller shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
5.17. The Seller shall pass on the legal title, rights and ownership in the Products sold to the Buyer / customer.
5.18. Seller shall be solely responsible for any dispute that may be raised by the customer/Buyer relating to the Product, merchandise and services provided by the Seller.
5.19. The Seller shall at all time during the pendency of this Agreement endeavour to protect and promote the interests of the AGROLINK and ensure that third parties rights including intellectual property rights are not infringed.
5.20. The Seller shall at all times be responsible for compliance of all Applicable Laws and regulations including but not limited to Intellectual Property Rights, local sales tax, central sales tax, service tax, value added tax, standards of weights & measures legislation, sales of goods act, excise and import duties, drugs and cosmetics act, drugs and remedial magic act, code of advertising ethics, etc.
5.21 Sellers are required to comply with all terms and conditions outlined in the Platform’s Bulk Order Policy, including, but not limited to, minimum order quantity requirements, pricing transparency, dispatch timelines, quality standards, and after-sales responsibilities. Failure to comply with the Bulk Order Policy may result in order cancellation, withholding of payments, imposition of penalties, or suspension/termination of the Seller’s account, at the sole discretion of the Company. Sellers must refer to and adhere to the Bulk Order Policy as published and updated on the Platform from time to time.
6. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS OF THE SELLER
The Seller warrants and represents that:
6.1. They have full knowledge that access to and usage of Online Platform is strictly limited to individuals or entities capable of forming legally binding contracts under Indian law. Parties deemed “incompetent to contract”, including but not limited to minors, undischarged solvent or any other category specified by law, are not eligible to use the Online Platform.
6.2. They have the right and full authority to enter into this Agreement with the AGROLINK.
6.3. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
6.4. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement.
6.5. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter an arrangement with the AGROLINK. They shall at all times ensure compliance with all the requirements applicable to their business and for the
purposes of this arrangement including but not limited to Intellectual Property Rights, sales tax, central sales tax, service tax, standards of weights & measures legislation, sale of goods act, value added tax, excise and import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
6.6. That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the AGROLINK and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
6.7. That they shall provide the AGROLINK with copies of any document required by the AGROLINK for the purposes of performance of its obligations under this arrangement within 24 hours of getting a written notice from the AGROLINK via email or any other recognized digital mode of communication as requested by AGROLINK.
6.8. That the complete Product responsibility and liability shall solely vest with Seller and that the Seller shall be solely responsible to the Buyer / customer for the sale of the Product by Seller including but not limited to its delivery to the Buyer / customer and that Seller shall not raise any claim on the AGROLINK in this regard.
6.9. Seller agrees and undertakes not to upload any text, images, graphics (for description and display of Product on the Online Store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy;
6.10. Seller shall pay the AGROLINK a service charge as specified by the AGROLINK on every transaction it enables and that Seller shall provide all completed transaction details to the AGROLINK for record keeping and reconciliation.
6.11. That Seller shall draw the invoice / bill directly in the name of the Buyer / customer.
6.12. Seller shall not make any promotion/advertisement on the Online Store website. 6.13. The Seller shall ensure accurate stock availability updates on the Online Store
at all times, marking Products as out of stock if unavailable for dispatch. Failure to update stock status, resulting in an order being placed for an unavailable Product, shall make the Seller liable for penalties, including financial deductions from payouts, order cancellation charges, temporary suspension of listings, or permanent delisting in case of repeated offenses.
7. PLATFORM RIGHTS AND ENFORCEMENT BY AGROLINK
7.1. Seller agrees and acknowledges that the AGROLINK, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Seller without any prior intimation to Seller in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Website (www.Bharatagrolink.com). In such an event, the AGROLINK reserve the right to forthwith remove/close the Online Store of the Seller without any prior intimation or liability to the Seller.
7.2. AGROLINK reserves the right to provide and display appropriate disclaimers and terms of use on its website (“Bharatagrolink.com”).
7.3. The Seller agrees and undertakes that they shall not upload, transmit, or distribute any computer viruses, malicious code, or other software programs that may harm, disrupt, compromise, or impair the functionality, performance, or security of the Bharat Agrolink online platform, mobile application, or any connected systems..
7.4. At any time if the AGROLINK believes that the services are being utilized by the Seller or its Buyer / customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Website (“Bharatagrolink.com”), the AGROLINK shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Buyer / customer or the user as the case may be, without liability to refund the amount to the Seller to forthwith remove/block/close the online store of the Seller and furnish such details about the Seller and/or its customers upon a request received from the legal/ statutory authorities or under a Court order.
8. INDEMNITY
8.1. The Seller agrees to fully indemnify, defend, and hold harmless AGROLINK, its directors, shareholders, partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for (i) any infringement of any Intellectual Property rights or any other rights of any third party and/or (ii) any defect, deficiency, or non-compliance concerning quality, quantity and any claim in relation to the Seller’s Product or its delivery, and/or (iii) the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfilment of any of its obligations under this Agreement and/or (iv) any fraudulent activity, false transactions, collusion with Buyers or other Sellers to manipulate pricing, fake reviews, creation of artificial demand, abuse of cashback/promotions, or unauthorized resale of restricted Products, or (v) any noncompliance or violation of any provisions of Applicable Law_. For the purpose of this clause reference to the AGROLINK shall also include the mobile operators and such other agencies through whom the AGROLINK shall make the Online Store available to the Buyer / customers.
8.2. This obligation under this clause shall survive the termination or expiration of this Agreement.
9. LIMITATION OF LIABILITY & DISCLAIMER
9.1. The AGROLINK based on representation and warranties of the Seller has created the Online Store of the Seller on the Online Platform to enable Seller to offer the Seller’s
Products for sale through the said Online Store. This representation is the essence of the Contract.
9.2. The AGROLINK shall under no circumstances be liable or responsible for any loss, injury or damage to the Seller, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Seller agrees and acknowledges that Seller shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its Online Store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the AGROLINK harmless and indemnified against all such claims and damages.
9.3. Further AGROLINK shall not be liable for any claims, disputes, damages arising out of any negligence, fraud, illegal activity, misconduct or misrepresentation by the Seller or any of its representatives, including false advertising, non-fulfillment of orders, tax evasion, or regulatory violations and Seller shall indemnify the AGROLINK from all such cases.
9.4. The Seller hereby agrees, confirms and acknowledges that the Product is owned, supplied, and sold solely by the Seller and that AGROLINK is merely a facilitator for sale of the Seller’s Product, hence AGROLINK is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The AGROLINK reserves its right to state appropriate disclaimers on its Online Platform.
10. PRICE AND INVENTORY
10.1 The Seller agrees and acknowledges that they are solely responsible for determining the price of the products listed on the Online Store. The Seller must ensure that all the pricing information is accurate and includes all applicable taxes, charges and fees. The Seller shall also be responsible for promptly updating the prices of the Products in the event of any changes.
10.2. Seller is prohibited from artificially inflating prices or participating in the price gouging practices.
10.3. Seller may run promotional pricing or discount campaign only after obtaining prior approval from AGROLINK.
10.4. The Seller shall maintain an adequate level of inventory for all Products listed on the Online Store to ensure the timely fulfilment of all Orders. The Seller shall promptly update the inventory information on the Online Store to reflect current stock levels.
10.5. If certain Products are unavailable or out of stock, the Seller shall take immediate steps to either remove that Product’s listing from the Online Store or clearly mark the Products as “Out of stock”. Any failure on Seller’s part to manage inventory
efficiently, resulting in order cancellations due to non-availability of the products, may lead to penalties, customer disputes or termination of this Agreement.
11. ASSUMPTION OF RISK.
11.1. The Seller acknowledges that the use of Online Platform carries certain inherent risks and uncertainties including, but not limited to
a. technical risks such as interruptions and delays or unavailability of Online Platform due to hardware, software or network failures,
b. compatibility risk such as incompatibility between AGROLINK and Seller’s hardware, software and network environment.
c. security risks such as unauthorised access, data breaches or data loss.
11.2. By using the Online Platform, the Seller voluntarily accepts and assumes all risks associated with its use. The Seller acknowledges that AGROLINK shall not be held liable for damages, losses or harm arising due to inherent risks as mentioned above.
11.3. The Seller acknowledges that information displayed on the Online Store is not intended to be legal, medical or financial advice and no fiduciary relationship has been created between the Seller and the Online Platform.
12. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION
12.1. Term: The Term of this Agreement shall commence on the date of execution of the Agreement and shall continue until and unless terminated earlier by AGROLINK. The Agreement may be extended for such further period as may be mutually agreed by and between the Parties hereto in writing to this effect.
12.2. This Agreement may be terminated by the AGROLINK in the event:
a. Seller fails to make payment of the agreed amount, by giving 48 hours written notice. b. Seller commits a breach of any representation, obligations, covenant, warranty or term of this Agreement and the same is not rectified within 10 days after written notice given by the AGROLINK. c. If a Petition for insolvency is filed against the Seller. d. If the Seller fails to maintain necessary licenses, approvals, or regulatory compliances required to operate its business on the Online Store.
e. If the Seller is involved in fraudulent transactions, price manipulation, misuse of AGROLINK’s promotional offers, artificial inflation of demand, or deceptive practices.
f. If the Seller is in infringement of the third-party rights including intellectual property rights. If Seller breach any law for the time being in force.
h. This Agreement may be terminated by AGROLINK by giving the Seller 30 days written notice, without assigning any reasons thereof.
12.3. Effect of Termination:
a. In the event of termination/expiry of this Agreement, the AGROLINK shall remove the links and shall discontinue display of the Products on Online Store with immediate effect.
b. The Seller hereby agrees that AGROLINK shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Seller by virtue of termination of this Agreement. During the period under notice both the Parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this Agreement.
13. ARBITRATION AND DISPUTE RESOLUTION
13.1. Any dispute, controversy, or claim arising out of, related to, or connected with any provision of this Agreement shall be settled through arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, including any statutory amendments, modifications, or re-enactments thereof for the time being in force. The arbitration shall be conducted by a sole arbitrator appointed jointly by the Parties.
13.2. The seat and venue of arbitration shall be in Bhopal, Madhya Pradesh in accordance with the Arbitration and Conciliation Act or any modification or re-enactment for the time being in force.
13.3. The language of arbitration shall be English & Hindi. 13.4. The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
14. JURISDICTION AND GOVERNING LAW
14.1. The obligations, performance, interpretation and contents shall be governed by Indian law.
14.2. Subject to the arbitration clause above, the courts in Bhopal, Madhya Pradesh shall have jurisdiction over all disputes arising out of or in relation to this Agreement. However, AGROLINK reserves the right to initiate legal proceedings in any other jurisdiction of its choosing, as determined at its sole discretion and the same shall be binding on the Seller.
15. NOTICES
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by email or courier in each case to the addresses set out at the beginning of this Agreement.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. It is expressly agreed and clarified that, except as specified in this Agreement, each Party shall retain all right, title and interest in their respective trademarks, logos, patents, copyrights, etc., and that nothing contained in this Agreement, nor the use of the trademarks, logos, patents, copyrights, etc. or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks, logos, patents, copyrights, etc.
16.2. Seller acknowledges that AGROLINK possesses and reserves all right, title and interest in and to the Intellectual Property Rights in the trademarks, copyrights and any other intellectual property, know-how developed or provided by AGROLINK or its service providers during performance of the services under this Agreement and except as may expressly be set forth in this Agreement, no title to or ownership of any of AGROLINK Intellectual Property Rights is transferred or licensed to Seller or any other Person pursuant to this Agreement. AGROLINK Intellectual Property Rights will own the internet presence developed over time on the world-wide web by offering online store to sell products to the Seller.
17. ENTIRE AGREEMENT
This Agreement embodies the entire agreement and understanding of the Parties and supersedes all other prior and contemporaneous agreements, arrangements and understandings in written between the Parties with respect to its subject matter.
18. ASSIGNMENT
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Seller, either by operation of law or otherwise, without the express, prior, written consent of the AGROLINK signed by an authorized representative of such Party.
19. CONFIDENTIALITY
Seller agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Seller under this Agreement. The said information shall not be used by the Seller for any purpose other than for the performance of its obligations under this Agreement. Seller agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Seller agrees that the AGROLINK shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. AGROLINK shall also
have the right to pursue any other rights or remedies available at law or equity for such a breach.
20. LIMITATION OF LIABILITY
Under no circumstances, except in case of breach of contract, will either Party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that Party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved Party to have been deliberately caused by the other Party.
21. RELATIONSHIP OF PARTIES
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The AGROLINK shall not be responsible for the acts or omissions of the Seller, and Seller shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the AGROLINK.
22. WAIVER AND AMENDMENT
22.1. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
22.2.The Company reserves the right, at its sole discretion, to modify, amend, or update these Terms of Use, and any other terms governing the use of the Platform, in whole or in part, at any time without prior notice. Such changes shall become effective immediately upon being posted on the Platform or communicated through any digital means. It is the Seller’s responsibility to review the Terms periodically for any updates or modifications. Continued use of the Platform by the Seller after any such changes shall constitute acceptance of those amendments.
23. FORCE MAJEURE
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
24. LOSS IN TRANSIT
24.1. The Seller shall have an absolute liability arising due to loss of product in transit. The Seller can choose to take insurance for the shipped Orders from the listed third-party insurance provider on the Online Platform and shall pay all such amounts towards the third party insurance provider.
24.2. The primary liability in such cases of insurance will be of the Seller. AGROLINK will act in the capacity of mere facilitator and would not be a party to such transaction. Therefore, AGROLINK will not have any liability in any such instances.
24.3. In case AGROLINK incurs any costs towards the third-party insurer due to failure of premium payment by the Seller, they shall deduct such amount from the payables to the Seller. In case of no standing payables to the Seller, such incurred costs shall be paid by the Seller separately within 7(seven) working days.