Version 2.0 | Effective Date: 17-09-2026
This Agreement is entered into between Agrolink Manufacturing Private Limited, operating Bharat Agrolink, having its registered office at Archana Tower, TT Nagar, Bhopal, Madhya Pradesh, India (CIN: U01100MP2022PTC060937, GSTIN: 23AAXCA0225H1ZU) ("Platform"), and the seller identified in the accepted onboarding record ("Seller"). The Platform and the Seller are individually a "Party" and together the "Parties".
The Platform provides marketplace services through bharatagrolink.com and its authorised applications and seller interfaces. The Seller supplies the products listed and sold in its own name and remains responsible for its product and transaction obligations under applicable law.
This Agreement takes effect for a Seller upon signature or recorded electronic acceptance by the Seller's authorised representative, together with the completed commercial schedules referred to below. The Seller will be given access to a reproducible copy of the accepted Agreement. Browsing the Platform alone does not constitute acceptance of any undisclosed commercial charge.
The Parties act as independent contractors. The Seller authorises the Platform to perform the limited collection, invoicing-assistance and refund-processing functions expressly described in this Agreement. Nothing in this Agreement creates a general agency, partnership, joint venture or employment relationship between the Parties.
This Agreement incorporates Schedule A (Commercial Terms), Schedule B (Fulfilment and Responsibility Matrix), any signed B2B addendum, and the versioned operational policies identified in the Seller's acceptance record.
Mandatory law prevails over any conflicting term. A signed transaction-specific addendum governs its stated subject matter; Schedule A governs commercial rates and settlement; this Agreement otherwise prevails over general operational policies published on the Platform. No provision of this Agreement reduces a right the Seller or a buyer holds under applicable consumer-protection or other mandatory law.
The Seller confirms that it has the legal capacity and authority to sell the listed products, and that its business details, banking details, registrations, licences and authorisations are accurate and current. The Seller must promptly disclose any material change, suspension or expiry affecting its eligibility and must suspend affected sales where required by law.
Eligibility to sell a given agricultural product must be assessed by product category, dispatch premises, destination state and the permissions applicable to each. Where required, the Seller must provide principal certificates and other authorisation documents before the relevant listing goes live. Products must not be made available for sale into a state or territory the Seller is not authorised to supply merely because courier service exists there.
The Platform may request proportionate supporting documents, verify them, and restrict listings that are not compliant. This clause does not waive either Party's own independent statutory obligations.
The Seller must provide accurate product identity, brand or manufacturer, composition (where relevant), pack size, unit count, total quantity, applicable MRP, selling price, applicable taxes, batch and expiry information (where required), safety warnings, usage instructions and warranty details for every listing.
All product claims must be substantiated and consistent with approved labels. Counterfeit, expired, prohibited or unlawfully sourced products may not be listed or supplied. Regulated agricultural products (including pesticides and other restricted inputs) require appropriate handling, documentation and carrier acceptance at every stage.
The Seller controls its own authorised selling prices and inventory levels. A discount funded by the Seller requires the Seller's recorded authorisation. A Platform-funded promotion must not reduce the Seller's agreed entitlement under Schedule A without the Seller's agreement. Any claim of crop performance or yield outcome must be adequately substantiated before publication.
Where the Platform assists with catalog data entry on the Seller's behalf, the Seller must approve the material product facts before the listing is published. The Platform will correct errors it introduces and will not add or alter a product claim without the Seller's authorisation.
The order-acceptance deadline, courier cut-off times and the applicable operating-day calendar are recorded in Schedule B. The Seller must keep stock levels current. An order that cannot be safely, lawfully or accurately fulfilled must be escalated to the Platform immediately rather than fulfilled incorrectly.
An accepted order must be packed and marked 'Ready for Pickup' within 24 hours, measured against the operating calendar in Schedule B. Actual carrier handover follows the booked pickup slot. A carrier's failure to collect after documented Seller readiness is not, by itself, treated as a Seller dispatch failure.
The Seller must supply the ordered brand, variant, quantity, accessories and any promised inclusions, in suitable packaging with applicable transport documentation. Substitution of any item requires the buyer's recorded approval and must otherwise be lawful.
The Seller should retain reasonable packaging, weight, labelling and handover evidence for each shipment. The absence of an unboxing video does not, by itself, conclusively establish fault on either side; all available evidence must be assessed. Replacement fulfilment follows the same readiness standard set out above, unless a different timeline is agreed directly with the buyer.
The Seller is the issuer of record for the buyer-facing product invoice. The Platform may generate this invoice on the Seller's behalf using information the Seller has approved. Each Party is responsible for correcting errors within its own area of responsibility and for issuing the corresponding credit or debit documentation.
The Platform separately issues its own service-fee invoice to the Seller. GST on Platform fees, and any applicable GST TCS, income-tax TDS or other statutory deduction, are accounted for at the rate and on the base legally applicable to the transaction at the relevant time. This Agreement does not fix a statutory rate; the applicable rate in force under law governs.
Every invoice must reflect the actual underlying supply and lawful discount treatment. Delivery charges or other services supplied separately from the product must be accounted for as such, rather than folded into the product invoice.
Only the charges expressly recorded in Schedule A, or subsequently accepted by the Seller under Clause 17, may be deducted from Seller proceeds. Schedule A states whether each fee is tax-inclusive or tax-exclusive, the calculation base for commission, applicable gateway charges, shipping-cost allocation, promotion-funding responsibility, and the treatment of cancelled or returned orders.
Net settlement to the Seller is calculated as: amounts collected on the Seller's behalf and payable to the Seller, plus agreed credits, minus approved fee invoices, minus applicable statutory withholding, minus refunds and adjustments attributable to the order, minus any permitted reserve under Clause 9.
Every ledger entry must be traceable to a specific order or a documented account adjustment. A commission-based charge and a net-realisation charge must not both be applied to the same economic service unless this is explicitly agreed and separately itemised in Schedule A.
The Seller authorises the Platform to collect and settle payments through the disclosed payment-provider arrangement, subject to the requirements applicable to that arrangement under RBI and other applicable regulation. This clause does not authorise unlicensed payment aggregation, and does not require funds to move by any route inconsistent with the payment provider's own licensing or regulatory obligations.
Settlement follows the single rule completed in Schedule A. No additional return-window buffer, and no separate twice-monthly condition, applies unless it is expressly included in that rule. A genuinely outstanding and valid claim may still be adjusted against a later settlement.
Each settlement statement shows order value, credits, fees, taxes, refunds, reserves, net amount payable and the remittance reference. The Seller may raise a reconciliation query through the agreed support channel. The suggested 15-business-day operational reporting period referenced in this Agreement does not extinguish a statutory right or a genuinely later-discovered error.
A reserve or hold on Seller funds must relate to an identifiable dispute, chargeback, verification requirement or legal restriction. Except where notification is itself legally restricted, the Platform will notify the Seller of the amount held, the reason, the evidence requested, and the date of the next review.
Balances that are unrelated to an active dispute are released on the normal settlement schedule. An ongoing hold is reviewed at least every 15 business days, with reasons given for its continuation. A hold required by a court order, payment-provider requirement or other legal basis may require a longer period, with the basis recorded.
The Platform will not recover the same refund, logistics loss or charge more than once. Where an order that was previously settled is later refunded, the entire ledger for that order is reconciled, including any Platform fee that becomes refundable and any amount already retained. Insurance or carrier recoveries are credited against the corresponding loss.
The Seller must cooperate with the version of the buyer-facing return and refund policy applicable to the order, and with mandatory buyer remedies under applicable consumer law. A cost dispute between the Seller and the Platform must not delay a refund that is genuinely due to the buyer.
The Seller should acknowledge an evidence request within 24 hours, measured against the operating calendar. Where the Seller does not respond within a reasonable period, the Platform may resolve the buyer's claim on the evidence available, record its reasons, and allow the Seller to seek subsequent review. Non-response by the Seller is not treated as automatic proof of every loss alleged by a buyer.
A wrong, expired, defective, missing or misdescribed product attributable to the Seller is the Seller's responsibility. Carrier loss, buyer refusal and Platform error are assessed under the matrix in Schedule B. A buyer's remedy is not denied solely because an unboxing video is unavailable.
Returns involving pesticides, leaking chemicals or other regulated materials must follow safe and lawful reverse-logistics procedures. A buyer must not be instructed to use a courier unsuited to the material being returned.
Allocation of responsibility for a lost, damaged or returned-to-origin (RTO) shipment is determined by custody records, packaging evidence, carrier scan data and the logistics arrangement that applied to that shipment. Seller-managed logistics and Platform-managed logistics are identified and treated separately.
The Party that contracted with the carrier for the shipment in question coordinates any claim with that carrier, with reasonable cooperation from the other Party. Insurance recovery, where applicable, is subject to the actual policy coverage, exclusions and evidence requirements, and is not a guarantee of reimbursement.
No automatic charge is applied to the Seller merely because a shipment is marked RTO, not delivered, or damaged in transit. Where fault cannot be established on the evidence, the no-fault allocation expressly agreed in Schedule A applies; allocation is not applied retroactively.
Fake orders, manipulated reviews, counterfeit goods, unauthorised use of customer data, malicious platform access and deceptive promotional claims are prohibited.
The Platform may urgently restrict an affected listing or account where necessary to protect customers, funds or legal compliance. Reasons are given where legally permissible, together with an opportunity for the Seller to respond. The Platform may recover documented losses and reasonable, previously agreed charges, but only to the extent recoverable under applicable law; this Agreement does not impose an automatic five-times or MRP-based penalty.
Reviews may be moderated for genuine policy violations; disagreement with a review or ordinary criticism of a product is not, by itself, grounds for removal. The Seller may report a review it believes is demonstrably false or unlawful.
Customer information obtained through the Platform may be used only for authorised order fulfilment, customer support and applicable legal record-keeping. It must not be sold, scraped, added to a marketing list, or used to divert an order away from the Platform. Necessary service contact details and legally required labels, invoices and warranty contacts remain permitted.
Each Party will protect the other's confidential information using appropriate access controls and safeguards, and will promptly inform the other Party of a security incident affecting that information. Information required to be disclosed by law, information already lawfully known to the receiving Party, and independently developed information are excluded from this obligation.
Each Party retains ownership of its own intellectual property. The Seller grants the Platform a non-exclusive licence to use the Seller's authorised product materials for listings, agreed marketing, order fulfilment and necessary records. The Platform will not alter a product fact in a misleading way. New promotional use of the Seller's materials ceases on termination, subject to existing commitments and a reasonable removal period.
Personal information relating to identifiable individuals is governed by applicable privacy law and the rights of those individuals, and is not subject to an unrestricted ownership claim by either Party. Lawful company records and intellectual property otherwise remain protected as such.
The Seller indemnifies the Platform against third-party claims and reasonably incurred losses to the extent these are caused by a Seller product defect, unlawful supply, infringement, fraud or material breach of this Agreement by the Seller. This indemnity does not extend to loss caused by the Platform's own wrongdoing.
The indemnified Party will give prompt notice of a claim, reasonable cooperation, and an opportunity for the indemnifying Party to participate in its defence. No settlement that imposes an admission or a non-monetary obligation on the other Party may be made without that Party's consent, which will not be unreasonably withheld. Each Party will take reasonable steps to mitigate its own loss.
Any negotiated exclusion of indirect loss, or any liability cap, must be completed in Schedule A. Unless expressly agreed there, this Agreement does not create a monetary cap on liability. In any event, a cap does not limit: amounts genuinely owed to the Seller or refunds due to a buyer; liability arising from fraud or wilful misconduct; a liability that cannot lawfully be excluded; or a carve-out specifically agreed in Schedule A. Nothing in this Agreement removes a Party's statutory marketplace or consumer-protection responsibility.
Either Party may terminate this Agreement on 30 days' written notice. A remediable material breach normally receives 10 days to cure before termination on that ground. Fraud, unsafe or unlawful products, a serious security risk, or a binding direction from a competent authority may require immediate restriction or termination without that cure period.
On termination, pending orders must be lawfully completed or cancelled and refunded; unsafe supply must not continue. Obligations relating to existing returns, warranties, confidentiality and accrued payments survive termination as appropriate.
Undisputed amounts remain payable on the normal schedule. A specific post-termination reserve may be retained only for a documented exposure, reviewed at least every 15 business days, and normally released within 90 days. A longer hold requires a continuing documented dispute, a payment-provider restriction, or another legal basis, and does not apply automatically to the whole account.
The Parties will first attempt to resolve a dispute through written escalation for 30 days, without prejudice to either Party's right to seek urgent interim relief. A dispute that remains unresolved and is arbitrable proceeds under the Arbitration and Conciliation Act, 1996, as amended, before an independent sole arbitrator jointly appointed by the Parties. If the Parties cannot agree on an arbitrator within the applicable appointment period, either Party may seek appointment through the statutory mechanism. Neither Party has a unilateral right of appointment.
The seat of arbitration is Bhopal, Madhya Pradesh. The language of the proceedings is as agreed by the Parties, or as determined by the tribunal if the Parties do not agree. Costs, and any challenge to an award, are governed by applicable law and the orders of the tribunal or a competent court.
This Agreement is governed by the laws of India. Courts with jurisdiction in relation to the Bhopal seat may hear arbitration-related matters. Nothing in this clause prevents either Party from using a mandatory statutory forum, or a buyer from seeking relief from another court of competent jurisdiction where the law so requires. Buyer remedies under applicable consumer law are unaffected by this clause.
A material commercial change requires at least 30 days' advance notice, with recorded Seller acceptance for affected future business. A routine operational change requires at least 7 days' notice. An urgent legal or security change may take effect sooner, with an explanation given to the Seller. No change applies retrospectively to a transaction already completed.
Notices are sent to the verified email addresses and postal addresses recorded in Schedule A; dashboard messages supplement, but do not replace, this record. An assignment of this Agreement by either Party does not remove an accrued obligation or reduce an existing data-protection commitment. A material assignment is notified to the other Party, and any consent required by law is obtained.
A force majeure event excuses only performance that is genuinely prevented despite reasonable mitigation; it does not excuse an accrued payment obligation or an avoidable licence failure. The affected Party will notify the other promptly. Either Party may terminate an affected, unfulfilled arrangement after 30 consecutive days of force majeure, with appropriate reconciliation and buyer refunds.
If a provision of this Agreement is found unenforceable, the remaining provisions continue in effect to the extent lawful. A waiver of any right must be recorded in writing. This Agreement, together with its completed and accepted schedules, forms the entire agreement between the Parties on its subject matter.
Participation in Platform-enabled B2B sales requires a signed addendum stating the minimum order quantity or full-box quantity, unit and carton specifications, quotation validity, available stock, freight terms, payment or credit terms, authorised destination states, and applicable product documentation. Registration on the Platform alone does not imply a credit facility or a minimum purchase commitment.
The following fields must be completed and accepted by the Seller before this Agreement takes effect. No fee, rate or condition not recorded here is treated as accepted.
| Item | Value |
|---|---|
| Seller identity, entity type & authorised signatory | [To be completed at onboarding] |
| Company & Seller addresses, emails & tax identifiers | [To be completed at onboarding] |
| Agreement & incorporated policy versions | Seller Agreement v2.0; [policy versions to be listed] |
| Commercial model | [Commission model OR net-realisation model — Finance to select and define precisely] |
| Category / SKU commission rate & calculation base | [Finance to complete — do not assume the earlier 10–20% range] |
| Tax treatment of Platform fees | [State inclusive or exclusive, and applicable GST treatment] |
| Onboarding / listing fees & free-listing allowance | [Finance to complete with an exact number, not a range] |
| Payment gateway & COD charges | [Amount or basis, payer, reversal treatment on refund] |
| Forward, reverse & RTO logistics charges | [Rates, weight slabs, applicable tax and responsibility rule] |
| No-fault loss allocation & insurance | [Finance / Legal to complete] |
| Discount funding & fee reversal on refund | [Finance to complete] |
| Settlement rule (choose one) | [Delivery/payment-receipt-based T+N OR fixed settlement dates — specify trigger, cut-off, any return hold, business-day & bank-holiday handling] |
| Reserve amount / rule & review contact | [Finance to complete] |
| Liability cap & carve-outs (optional) | [Negotiated amount and basis, and carve-outs — or state expressly "no contractual cap"] |
| B2B addendum & authorised territories | [Attach where applicable] |
Operating calendar: [days, IST cut-off time and declared holidays — Operations to complete]. Order-acceptance deadline: [Operations to complete]. Pickup readiness: 24 hours, measured against the operating calendar above.
| Event | Allocation & Action |
|---|---|
| Correct order delivered | Normal charges strictly as per Schedule A. |
| Wrong, expired or defective item attributable to Seller | Seller-funded remedy and attributable logistics cost; documented reconciliation. |
| Seller not ready for booked pickup | Attributable, documented delay cost and any agreed lawful SLA charge. |
| Carrier misses pickup after documented Seller readiness | No automatic Seller delay charge; contracting Party escalates with the carrier. |
| Platform-managed carrier loses a properly handed-over parcel | Platform coordinates the claim; allocation follows the agreed carrier / no-fault terms, not a blanket Seller charge. |
| Seller-managed transport failure | Seller coordinates fulfilment and the carrier claim under its own arrangement. |
| Customer refusal or unavailability | Delivery attempts and address are verified; the expressly agreed no-fault RTO allocation applies. |
| Platform address or catalog error | Platform bears the attributable correction cost; any shared cause is investigated. |
| Cause unknown | Evidence is reviewed and any hold is proportionate; the accepted allocation rule applies rather than an ad-hoc deduction. |
| Partial refund or previously settled return | Order-level ledger reversal; credit recoveries are applied and duplicate charges avoided. |
This Agreement is accepted by signature or recorded electronic acceptance of the Seller's authorised representative, together with the completed Schedule A and Schedule B applicable to that Seller.