Sellers are required to sign up and create an authenticated account (“Account”) by providing all required information in order to access or use the Services (“Sign-up Process”). Seller shall identify a user name and password and provide certain personally identifiable information including without limitation, name, age, entity name, contact details etc. in order to obtain an Account on the Platform.
As part of the Sign-up Process, Seller will be required to pay an annual subscription fee to access Services. Such subscription shall be as determined by NaCSA from time to time. Any change to the subscription fee shall be notified to the Seller at least 30 (thirty) days in advance.
Sellers shall: a) provide true, accurate, current and complete information as prompted by the Sign-up Process; and b) maintain and promptly update the information provided during Sign-up Process to keep it true, accurate, current, and complete at all times. In the event the Seller provides any information that is untrue, inaccurate, outdated, or incomplete, or if NaCSA has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, NaCSA may terminate such Seller’s account and refuse current or future use of any or all of the Services.
2. Product Description
The Seller shall provide true, correct and accurate information pertaining to the Product(s) listed on the Platform at all times. The Seller shall not make any false representation pertaining to the Product(s) and the description and any information pertaining to the Product(s) description shall not mislead the Buyers in any manner whatsoever. The Seller shall also update any and all such description and information accurately to the exact date and time to allow real time placing of orders.
The Seller shall provide such details and description including contents, quality, quantity, size, etc., through text descriptions, graphics, images, videos, or otherwise as may be required for purchase of the Product(s) by the Buyers. NaCSA shall not be responsible for any inaccurate or incomplete or false information provided by the Seller and hence the Seller must take utmost sincere efforts to provide accurate and correct information regarding its Products and User Content.
The Seller shall ensure that the Products are of optimum quality as per the applicable standards, fit for consumption and is merchantable, at the time of purchase.
Products shall be provided to the Buyer, or the Buyer’s authorized representative (through written authorization), at the Farm-Gate.
Seller shall provide details of “Farm Gate”, i.e., the place where Products under the relevant Purchase Order may be delivered by the Seller and received by the Buyer. For avoidance of any doubt, NaCSA shall not, in any manner whatsoever, be responsible for designating any “Farm Gate” or pick up centre or arrange any coordination between Buyer and Seller for collection or delivery of Products or for any variation of the designated “Farm Gate” by the Buyer and Seller after placing the Purchase Order.
3. NaCSA Registration
Seller must have valid and current registration with the NaCSA to use the Service in the Platform. Any misrepresentation under this Clause shall immediately lead to termination of registration under the Platform, without prejudice to any other rights or remedies of NaCSA in law, contract, tort or equity.
The Platform will collect the Advance Payment initially at the time of placing an order and generation of the Estimate, and the remaining consideration (Total Consideration less the Advance Payment) shall be paid by the Buyer in the Payment Method within three (3) business days from the date of receipt of a mutually executed (along with a witness signature) delivery challan and generation of the final invoice for the Products. Payments due to you, as the Seller, shall be subject to a deduction by NaCSA of an amount (as may be determined by NaCSA from time to time) of the Total Consideration received from the Buyer (“Service Fees”) for the Services provided by NaCSA through the Platform. The Service Fees shall be exclusive of all charges, taxes and fees as may be applicable. An amount equal to Total Consideration less the Service Fees shall be remitted by the Platform to the Seller’s bank account within seven (7) business days from the date on which it received the Total Consideration from the Buyer.
The Seller shall ensure that the purchased Products are harvested and are made ready for pick-up by the Buyer, by or before, six (6) days from the date of confirmation of the transaction and payment of the Advance Payment by the Buyer.
6. FAILURE TO SELL
The Seller agrees and acknowledges that, after the Buyer has agreed to purchase the Products through the Platform and after the Estimate has been generated, in the event the Seller refuses to sell such Products to such Buyer for any reason whatsoever, NaCSA may (at its sole discretion) cause the Seller’s enrollment with MPEDA (along with his/her membership in the society) to be suspended, and such Seller shall not be eligible to receive any assistance from NaCSA.
7. NO ENDORSEMENT:
Depending on the Buyer’s search on the Platform, the Platform will display the available Products for sale from plurality of Sellers. The Buyer is free to select any Seller depending on his/its requirement. NaCSA does not endorse any User or their Products under the Platform. Each Party desirous of entering the transaction is required to conduct its own due diligence before entering into a binding transaction. Upon selection of a particular Product, the Buyer can contact the Seller by any of the Seller Contact information available in the Platform. The sale or purchase and the delivery of the Product are at the discretion of the Buyer or the Seller. NaCSA only acts as a facilitator for the interaction between the Buyer and the Seller, by providing its Platform.
Seller agrees to indemnify, defend and hold harmless and keep indemnified NaCSA and its Parent, Affiliates, or successors and employees, officers, directors, agents or representatives from and against:
- any and all claims, liabilities, fines, penalties, damages, loss, suit, expense, injury or any other claims including reasonable attorneys’ fees and expenses, which are brought against NaCSA owing to deeds or misdeeds or acts or omission or commission or negligence attributable to the Seller’s performance or non-performance of its obligations, responsibilities, representations, warranties, undertakings and compliance with these Terms of Sale; and
- any penalties imposed by statutory authorities on NaCSA due to non- compliance by the Seller of any applicable law in the conduct of its business and the performance of its obligations in terms of these Terms of Sale
NaCSA WILL NOT BE LIABLE TO THE SELLER OR USER FOR ANY INDIRECT DAMAGES OR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL,INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR SERVICES, EVEN IF NaCSA HAS BEEN ADVISED OF SUCH DAMAGES. ANY CLAIM OR LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS OF SALE SHALL BE LIMITED AND SHALL NOT EXCEED THE SERVICE FEE PAYABLE FOR THE TRANSACTION IN DISPUTE.
9. Force Majeure Event:
NaCSA shall not be liable to the other for any failure or delay in performance of its obligations or non-provision of or inability of the Buyer or Seller to access or use Services or the Platform due to the occurrence of any Force Majeure Event. A Force Majeure Event shall include without limitation act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities, whether war be declared or not, civil war, rebellion, strike, pandemic or epidemic, government actions or insurrection being beyond the control of a Party that directly and adversely affects the ability of NaCSA to perform a particular obligation or claim a particular right. NaCSA shall take commercially reasonable efforts to resume performance in such event. NaCSA shall not be liable for any non-performance or delayed performance under any Purchase Order placed through the Platform or the inability of use of Services under the Platform, by any Buyer or Seller due to a Force Majeure Event and the Buyer/Seller are free to decide on the manner of delivery of their performance under any Purchase Order should such Force Majeure Event occur.
10. Dispute Resolution
These Terms of Sale shall be governed by and interpreted and construed in accordance with the laws of Republic of India.
Seller hereby agrees that in the event of any dispute between the Buyer and Seller, including but not limited to disputes arising out of disagreement on the quality and/or quantity and/or payment of Products, the Seller shall use best attempts to resolve and settle the dispute amicably with the Buyer.
In the event of a dispute, NaCSA shall hold the Total Consideration interest-free in escrow till the resolution of the dispute.
SELLER ACKNOWLEDGES AND AGREES THAT NaCSA SHALL NOT BE LIABLE FOR THE INTERACTIONS WITH OTHER USERS ON THE PLATFORM OR THROUGH THE SERVICE. THIS INCLUDES, BUT IS NOT LIMITED TO, QUALITY, PAYMENT AND SUPPLY OF GOODS AND SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH ANY INTERACTION THE USERS MAY HAVE WITH OTHER ORGANIZATIONS AND/OR INDIVIDUALS. THESE DEALINGS ARE SOLELY BETWEEN THE USERS. SELLER AGREES AND ACKNOWLEDGES THAT NaCSA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR INTERACTIONS AND THAT NaCSA SHALL BE RELEASED AS PARTY FROM ANY OF THE DISPUTES OCCURING BETWEEN THE USERS BEFORE ANY COMPETENT FORUM.