This Vendor Terms & Conditions (hereinafter referred to as “Vendor T&C”) is an electronic record in the form of an electronic contract, formed under the Information Technology Act, 2000 and rules made thereunder and the amended provisions of electronic documents/ records in various statutes as amended by the Information Technology Act, 2000. This Vendor Terms & Conditions do not require any physical, electronic, or digital signature.

This document is published and shall be construed under the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 under the Information Technology Act, 2000 that require publishing the rules and regulations, privacy policy, and user agreement for access or usage of the website.

This Vendor T&C is a legally binding document between you and Shwayaa. The terms of this Vendor T&C shall be effective upon your acceptance of the same and will govern the relationship between you and Shwayaa. If any terms of this agreement conflict with any other document/ policy, the terms, and conditions of this agreement shall prevail unless otherwise specifically agreed upon or notified by Shwayaa.

For the purpose of this Agreement, the individual or any legal entity (company, proprietor, partnership etc.) representing itself through its duly appointed authorized signatory only (hereinafter, referred to as the “Vendor” / “You”), is engaged in the business of manufacturing and supply of interior décor products. You/ Vendor is desirous of supplying its Products on a “Bill to – Ship to” basis. Shwayaa Décor (P) Limited, a company incorporated under the Companies Act, 2013, having its registered office at TC 23/1474/44, PPD Keystone, 12 CD, Golf Links Road, Kawdiar, Trivandrum 695003 (hereinafter referred to as, “Shwayaa”) is engaged in the business of owning and operating an online marketplace located at the URL www.shwayaa.com (hereinafter referred to as “Website”), providing e-commerce marketplaces platforms/technology, internet marketing services, offering the sale of a variety of interior décor products to its customers.

1.   Vendor Registration & Acceptance

• As a part of the registration process, you state that you have completed Manufacturer’s Detail Form. You represent that you, in your individual capacity and/or as an authorized representative of the entity registering as a Vendor on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering a lawful contract under Applicable Laws.
• Without prejudice to the binding nature of these Terms & Conditions, upon your acceptance, the additional Agreement viz Shwayaa’s General Terms for Trade Collaboration which is already agreed upon and accepted by you shall apply mutatis mutandis to the Parties.
•  Shwayaa reserves the right to suspend or terminate access to Vendors registered on the Website and the Vendor Portal, at any time and without assigning any reasons for doing so.
  
  

2.  Listing & Sale of products

• Vendor acknowledges that exhibiting, advertising, and listing Products on the Website shall be done by Shwayaa.
• Vendor shall provide true, complete and correct brand name (if any), identification (if any), information, images, description and MRP, Selling Price of the Product to Shwayaa for the purpose of exhibition, advertising, making available or offer for sale in the appropriate category, which may include an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos as required.
• Vendor agrees that by providing the details of the product to Shwayaa as aforementioned and Shwayaa, in turn, listing such products on its Website, it shall be construed that the Vendor is making an “offer to sell” such Product(s) to Shwayaa/ customers of Shwayaa. The sale, purchase, return, delivery, and other terms of sale shall be further subject to Shwayaa’s General Terms for Trade Collaboration.
• Vendor hereby permits and grants all the rights and licenses to Shwayaa on a worldwide basis to permit, to use of the information and materials provided for advertising, exhibiting, making available and offering to sell its products on the Website.
• If the Product shipped does not match the Product description provided/ displayed on the Website (as per the details provided by the Vendor), the Vendor shall refund such amounts that the Vendor may have received to Shwayaa upon its first demand, with any demur or protest.
• Vendor shall ensure that the Product(s) ordered are duly and safely packed in accordance with Applicable Laws and shall immediately fulfil and complete the order of the buyer(s)/ customer(s) of Shwayaa (details provided by Shwayaa from time to time).
• Vendor shall ensure that the Product as ordered is dispatched to the Buyer within such time as agreed by Shwayaa along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased.
• Vendor agrees that the risk of any damage, loss or deterioration of the Products during the course or delivery or during transit shall be on the Vendor and not on Shwayaa, its third parties or on the Buyer
• Vendor agrees and acknowledges that delivering illegal, infringing, fake, duplicate, spurious, counterfeit, refurbished, expired, or previously owned Products or Products meant “not for sale” is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of Shwayaa, and may also cause harm and prejudice to the Buyers and Vendor undertakes not to engage or attempt to engage in such activities.
• Further, if Shwayaa receives any complaint from any Buyer or any third party, the Vendor shall be liable to pay such amount to Shwayaa in accordance with the “Cancellation, Return & Refund Policy”. Shwayaa reserves the right to adjust or set off such amount(s) from any amount accrued or due to Vendor or is required to be paid to the Vendor pursuant to this Agreement.
• Shwayaa reserves the right to demand any document related to the Products listed including documents required for the verification of Product genuineness.
• Vendor acknowledges that any Product sold may be cancelled by the Buyer only as per the SHWAYAA – CANCELLATION, RETURN & REFUND POLICY.
  
  

3.  Commercials

• Vendor agrees to pay Shwayaa the Trade Margin for the business done as per Shwayaa’s General Terms for Trade Collaboration.
• Shwayaa shall, and Vendor hereby authorize Shwayaa to, make the payment of the sale proceeds to the Vendor after deducting the agreed Trade Margin and any other applicable charges as per Shwayaa’s General Terms for Trade Collaboration.
  
  

4.  Obligations of the Vendor

• Vendor shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, its details and specifications, warranty terms, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.
• Vendor agrees that Shwayaa takes no responsibility and assumes no liability for any content/ feedback/ reviews posted or uploaded by Buyer or any third party on the Website for any products, or for any loss or damage thereto the Vendor may encounter.
• Vendor shall be solely responsible to charge the correct rate of applicable taxes. Vendor shall discharge its obligations with respect to these taxes under Applicable Laws including valuation, maximum retail price and classification of Product listed on the Shwayaa website and for any liability arising out of Vendor’s failure to comply with these obligations, the Vendor shall be liable to indemnify Shwayaa and other persons in accordance with this Agreement.
• Vendor shall issue GST Tax invoice/credit memos as applicable in terms of the mandatory statutory requirement prescribed under Applicable Laws.
• Vendor shall be responsible to provide an immediate request for de-activation of the registration in the Shwayaa website in case of any change of ownership, restructuring or cessation of business by the Vendor.
• If Shwayaa is required by any applicable Laws to collect any taxes from the Vendor, the Vendor shall immediately pay such taxes to Shwayaa and Shwayaa shall have the right to deduct or recover the same from the Vendor Proceeds.
• Vendor shall indemnify and keep indemnified Shwayaa, its affiliates and third-party service provider and their respective directors, officers, employees, contracts and agents, against any taxes, duties, penalties, interest, losses, damages, liabilities, costs, expenses, claims, orders, judgments and consequences arising from investigation or enquiry by the tax or government authorities due to any reason.
  
  

5.  Logistics and Buyers’ Rights

• Vendor agrees and acknowledges that Shwayaa’s role is that of an online marketplace and is limited to managing the Website by exhibiting, advertising, displaying, making available and offering to sell the Products and other incidental services. At no time shall Shwayaa have any obligations or liabilities in respect of any title in the Products. The title in the Products and other rights and interest in the Products shall directly pass on to the Buyer from the Vendor in accordance with the terms of this Agreement.
• The ownership (i.e. title) and risk in the Product purchased shall get transferred from the Vendor to the Buyer free of any lien, charge, encumbrance or any third-party interest after successful delivery of such Product at the delivery address provided by Shwayaa from time to time at the time of placing an order, and until such time the ownership and risk in the Products shall vest with the Vendor alone.
• Vendor shall offer standard manufacturers or Vendor’s warranty associated with the Products. Further, in the event the Vendor is not the manufacturer of the Products, the Vendor shall pass on the warranties provided by the original equipment manufacturer / original manufacturer of the Products to the Buyer at the time of sale of the Products.
• Vendor agrees and acknowledges that the Refund of any product shall be made to Shwayaa in case of any return or cancellation by a buyer as per the Policy. The vendor hereby confirms that the Vendor shall not address any complaints or establish any communications directly with the buyers.
• Vendor acknowledges that during this arrangement, the Vendor may receive or be provided certain personally identifiable information of the Buyer. The vendor undertakes to keep such information strictly confidential and shall not disclose or reveal such information to any third party.
  
  

6.  Representations & Warranties

The Parties hereby represent and warrant to each other as under:

• The Parties have all requisite power, authority and competency to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
• The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing contract or Applicable Law.
• The Vendor represents that the Vendor shall not, at any time, use any intellectual property of Shwayaa in any manner without the prior written consent of Shwayaa.
  
  

7.  Disclaimer

The Website, Vendor Portal and the Services include third-party services, all content, functions, software, materials and information available or provided in connection with the services are provided on an “as-is” basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement,merchantability or fitness for a particular purpose. Without limiting the foregoing, Shwayaa makes no warranty that (i)   the website, Vendor portal or any third party services in relation to the same will meet the Vendor’s requirements or that the use of the website, Vendor portal or any third party services will be uninterrupted, timely,
secure or error-free; (ii) the quality of the website, Vendor portal or any third party services in relation to the same will meet your expectations; or (iii) any errors or defects in the website, Vendor portal or any third party services in relation to the same will be corrected.

8.  Intellectual Property Rights

• Either Party agrees that all intellectual property, including any brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and, except as provided in this Agreement or permitted under Applicable Laws, cannot in any circumstances be used, or copied, or altered in any manner.
• Vendor authorizes Shwayaa to use and include Vendors trademarks (as may be provided by the Vendor from time to time) and the Vendor’s corporate name (if any) on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by the Vendor on the Website without any license fee or royalty and such usage shall be without any consideration.
• The ownership of the Website shall always vest with Shwayaa (or its assignees) and Shwayaa shall make reasonable efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative).
  
  

9.  Indemnification

• In addition to any other indemnification obligation of the Vendor in this Agreement, the Vendor shall indemnify and hold harmless Shwayaa, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, settlement, claims, costs, taxes, penalty and expenses (including, without limitation, reasonable attorneys‟ fees) incurred by reason of (i) any breach or alleged breach by the Vendor of this Agreement; (ii) any violation by the Vendor of Applicable Law or Consents or Vendor not obtaining any Consent; (iii) any breach by the Vendor of any Shwayaa Policies or any other policies; (iv) any infringement and passing off of intellectual property rights of any third party; (v) breach of the Vendor obligations relating to taxes or the collection, payment or failure to collect or pay Taxes; (vi) the Products or the content of the Products; or (vii) any cheating, misappropriation, fraud or illegal activity of Vendor.
• Vendor shall be under an obligation to ensure that Shwayaa is not made a party to any third-party claims and shall promptly and unilaterally take adequate steps to absolve Shwayaa from any liability of any nature whatsoever, either present or anticipated.
  
  

10.  Suspension & Termination

This Agreement may be terminated:

• By Shwayaa, with immediate effect, if the Vendor is in breach of any of its terms and/or any of the Shwayaa Policies, provided that, instead of terminating this Agreement, Shwayaa may, at its discretion, delist or disable the Vendors products from the Website and/or temporarily or permanently disable the Vendor’s access to Vendor Portal;
• By Shwayaa, without any reason, by giving the Vendor a prior written notice of thirty (30) days.
• By Vendor, with 30 (thirty) days prior written notice to Shwayaa, unless specifically stated to the contrary in this Agreement.
  
  

11.  Consequences of Termination

On termination of this Agreement:

• Shwayaa will, with immediate effect, block the Vendor’s access to the Vendor Portal and/or Website and consequently, the Vendor’s products shall not be offered to the Buyers thereafter; and
• The Vendor shall return to Shwayaa all the confidential information of Shwayaa and all other properties and materials belonging to Shwayaa. Where the confidential information cannot be returned in material form, the Vendor shall destroy all confidential information and shall provide Shwayaa with a certificate of destruction with respect to the same.
• On the termination of the Agreement, Vendor shall be entitled to only the sales proceeds which have become due to the Vendor on account of any purchase of the Products prior to the date of termination of this Agreement. Shwayaa shall be entitled to adjust and set off any monies, due from the Vendor to Shwayaa till the date of termination, from the sale proceeds payable to the Vendor on termination.
• Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
• Termination of this Agreement or suspension of any rights of Vendor under this Agreement shall not relieve Vendor from its duties and obligations towards Shwayaa and/or the Buyers.
  
  

12.  Dispute Resolution, Governing Law & Jurisdiction

• Any dispute between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, including any amendments or re-enactments thereto to be adjudicated by a sole arbitrator to be appointed by Shwayaa. The arbitration shall be held in Kochi, Kerala, India. The proceedings of arbitration shall be confidential and in the English language. The Arbitrator’s award shall be final and binding on the Parties.
• The Agreement shall be governed by and construed in accordance with the laws of India, without reference to rules governing the choice of laws. Except for any equitable relief, for which a Party may approach any court having competent jurisdiction, the courts of Kochi, India, shall have exclusive jurisdiction in connection with this Agreement. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
  
  

13.  Amendment

Shwayaa may amend the terms and conditions of this Agreement and the Shwayaa Policies at any time in its sole discretion by intimating the Vendor by way of notification on the Vendor Portal and/or by sending an email to the email ID provided by the Vendor. It is the responsibility of the Vendor to review amendment notifications from time to time.

Vendor’s use of the Website in the capacity as Vendor or the use of the Vendor Portal after any modification, amendment or revision being so notified shall be deemed as the Vendor’s acceptance of such modification, amendment or revision.

By proceeding, I/ we agree, accept, and acknowledge the above-mentioned terms & conditions
along with the Shwayaa’s Privacy Policy & Cancellation, Return & Refund Policy