These Vendor terms and Conditions written on this webpage shall manage your use of this website and chat application. These terms will be applied fully and affect to your use of this website. By enrolling as Vendor, you agreed to accept all terms and conditions written in here. You must not use this website if you disagree with any of these Vendors Standard Terms and Conditions.
Registration is required to use Sustowns services. To register, the vendor must fill out the application form available on the Sustowns website. Upon registration, the vendor agrees to these General Terms and Conditions.
With his/her application, the vendor confirms that all his/her entered details are accurate, complete and truthful. The vendor undertakes to keep the information provided in his/her registration form up to date. If such information is found to be false, incorrect or out of date, Sustowns may block or discontinue the vendor’s access to Sustowns services.
Upon successfully completing the registration process, the e-mail provided by the vendor must be verified. To this end, an e-mail containing a link will be sent to the address provided, the receipt of which the vendor shall confirm by clicking on this link. After registration has been validated, the vendor’s account will be activated and he/she will be able to use Sustowns services.
The vendor is personally responsible for keeping his/her login data (login, password) private. Should an unauthorized third party gain knowledge of the vendor’s data, Sustowns must be notified immediately.
The vendor shall not be entitled to demand any authorisation to use Sustowns services. Sustowns has the right to change or even discontinue the operation of its services at any time.
a. The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor on the Portal. Based on market analysis conducted by the Company, the Company may make recommendations to the Vendor from time to time on the specific Products and the quantities thereof, from the entire range/collection that are to be displayed, advertised and offered for sale by the Vendor through the Portal. The Vendor shall make its final decision on the Products and their quantities to be displayed on the Portal on the basis of such recommendations. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.
b. The Vendor shall exclusively offer for display, advertising and sale certain Products, as specifically agreed in the Vendor Agreement, through the Portal only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any other entity to provide any services similar to the Services without first obtaining the prior written approval of the Company.
As part and parcel of the Services, the Company shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
a. Facilitation of Sale of Products through the Portal:
i. The Vendor authorizes the Company to, on behalf of the Vendor, provide to Customers or users of the portal
(a). Information and assistance in relation to the listed Products and sales thereof,
(b). Information in relation to status of the order placed by Customers, and
(c). Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
ii. The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.
iii. The Vendor authorizes the Company to place;
(a). Description of the Vendor (including but not limited to description of Suppliers, where so directed by the Vendor) and
(b). Description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the Portal.
(c). Vendor rating based on vendor performance and customer reviews.
i. Sustowns shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
ii. The costs of such advertisement shall be borne by the Vendor as mutually agreed between Sustowns and the Vendor as per terms of the Vendor Agreement.
iii. Sustowns shall inform the Vendor of the date(s) that have been assigned for the shoot of the Products in relation to display of the Products on the Portal and the advertisements. It shall be the obligation of the Vendor to provide samples of the products.
i. Prior to the advertising of a Product on the Website, the Company shall carry out a quality assessment of the samples provided by the Vendor based on the relevant quality parameters prescribed by the Vendor (“Quality Parameters”).
ii. Where sample Products do not satisfy the Quality Parameters, the Company shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the Company out of such replaced, repaired or improved or upgraded Products and the process of assessing the quality thereof shall be carried out again.
iii. Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the Quality Parameters.
iv. Prior to the Product(s) being displayed / advertised on the Portal, the Vendor shall, within 2 (two) business days, ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above) for servicing customer orders, and provide the stock summary to be uploaded on the site (“Stock Statement”).
v. Further provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, from such Product(s) or stated quantities thereof becoming unavailable, update the inventory on site.
a. No risk or title to the Products shall pass to the Company at any point of time for any reason whatsoever. The title and risks to the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.
b. Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s)
shall be of the Vendor or its Supplier alone and this provision shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of
(i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and
(ii) disclosures required by law.
If the vendor discovers discrepancies in connection with the respective assignment, he/she shall inform Right to complain
If the vendor discovers discrepancies in connection with the respective assignment, he/she shall inform Right to complain
If the vendor discovers discrepancies in connection with the respective assignment, he/she shall inform Sustowns of this immediately. This may, for example, concern the scope of the assignment as well as the quality and other conditions which may affect the vendor’s ability to carry out the assignment at a level satisfactory to the client.
In accordance with the terms and conditions of sale and delivery, the customer is entitled to lodge a complaint within 14 days from receipt of the translated document.
Should it transpire that the customer’s complaint is justified, the vendor shall in the first instance be responsible for correcting the translation free of charge. Moreover, the vendor shall bear the cost of this up to the value of the corresponding fee for the unsatisfactory translation.
Information that the vendor receives from a customer or from Sustowns in connection with a service that has been provided shall be treated as strictly confidential. Documents, reference texts and information may at no time be passed on without the express consent of Sustowns. Any violation of these guidelines shall lead to the vendor being immediately excluded from further use of Sustowns services and may even result in legal proceedings.
a. The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform the Vendor Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.
b. The Vendor has procured all necessary registrations/permits as required under applicable laws for sale of Products through the Portal (including without limitation registration under applicable laws pertaining to sales tax and VAT of the relevant states). The Vendor further represents that the Vendor shall be solely responsible for collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Company shall not be responsible nor held liable for any non-compliance/contravention of applicable tax laws by the Vendor. The Vendor hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity obligations of the Vendor contained herein shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
c. The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the Portal under the terms of the Vendor Agreement.
d. All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the Portal. The Products are genuine, new and are not counterfeit products.
e. The Vendor has valid, clear and full rights / entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with display and advertising of the Products by the Company.
iii. infringes any patent, trademark, copyright or other proprietary rights;
iv. violates any law for the time being in force;
v. deceives or misleads the addressee about the origin of such messages;
vi. communicates any information which is grossly offensive or menacing in nature;
vii. impersonate another person;
viii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Company’s Website or Portal; or
ix. 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.
Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless the other Party and the other Party’s officers, directors, employees and agents ( collectively, the “Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with the Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or negligence, fraud or willful misconduct of Indemnifying Party, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with Terms & Conditions (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth herein) or the negligence, fraud or willful misconduct of the Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of the existence and specifics of any such claims.
In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Company’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the Vendor Agreement or Terms & Conditions shall not exceed the total Margin received by the Company in the preceding 6 months under the Vendor Agreement.
a. The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
b. These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
c. These Terms & Conditions are applicable for all Vendors and may be modified by the Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company.
d. The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the Company.
e. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.
f. If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.
g. Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision.
No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.
h. Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the Terms & Conditions.
All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of courts at Hyderabad, India.