TERMS OF USE
Textech Marketplace Company Limited, having its registered office at Unit E, 20/F, Tower A, Capital Tower, 38, Wai Yip Street, Kowloon Bay, KL, Hong Kong SAR, along with its affiliates and subsidiaries (“We”, “us”, “ours”, “Company”/ “TMCL”), is the owner and publisher of the website Textile Trade Buddy, http://www.textiletradebuddy.com, and its mobile application (hereinafter collectively referred to as the “Platform” or “Website” or “Textile Trade Buddy”) which facilitates the trading of yarn between the Buyers and Sellers across the world.
These Terms of Use contain the complete terms and conditions that apply to a Registered User and Visitor on the Platform, and govern their access to and use of the Service (as defined below). However, it is made clear that some of the Services may require the Registered User/ Visitor to agree to additional terms and conditions. Unless otherwise provided, those additional terms shall be deemed to be incorporated into these Terms of Use.
Understanding the Terms of Use contained herein is important because, by accessing the Platform or using the Services on the Platform, the Registered User/Visitor is agreeing to comply with and be bound by these terms, in their entirety.
These Terms of Use, along with the Privacy Policy together constitute a legal and binding agreement (“Agreement”) between you (“User”, “Visitor”, “You”, “Your”, “Yourself”) and the Company, which shall comprise the terms under which you shall be permitted to use the Platform. Please read these terms carefully. The Company reserves the right to change or modify these Terms of Use, including the Privacy Policy, at any time and at its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions on the Platform. By continuing to use the Services, you are confirming that you have read and understood the latest version of these Terms of Uses.
The Terms of Use governing Your use of the Platform are set forth below:
DEFINITIONS
Unless repugnant to the context, the terms used in these Terms of Use have the following meaning:
a) “Platform”, means the website hosted by the Company using the domain www.textiletradebuddy.com, and the related mobile application, if any.
b) “Products” shall mean the varied quality of Yarns, or such other related products listed on the Platform by the Seller in accordance with the Terms of Use.
c) “Buyer(s)” means and includes any person or entity that purchases or intends to purchase the Products, or places an order for the purchase of the Products through the Platform.
d) “Seller(s)” means and includes any person or entity that lists the Products on the Platform for the purpose of selling such Products through the Platform.
e) “User” means and includes any person or entity that has successfully registered its account on the Platform by using the required credentials, such as name, email id, phone number, among other details, and has the authority to login to its User Account on the Platform.
f) “User Account” means the account created by You on the Platform at the time of registration.
g) “Visitor” means and includes any person or entity who solely visits the platform or opens the Platform in its browser and closes it, without using the Services on the Platform.
A. TERMS OF USE FOR SELLERS
ARTICLE 1: LISTING SERVICES
1.1. Appointment as Seller: Company shall allow, on a non-exclusive basis, listing of the Sellers on the Platform for purpose of selling their Products during the Term of this Agreement. The Seller agrees that any sale of their Products through the Platform shall be in accordance with the Terms of Use.
1.2. Eligibility: The Seller agrees that as a condition precedent for sale of Products on and through the Platform, the Seller shall have completed the registration process on the Platform and provided the relevant details as sought by Company, including but not limited to, legal name, address, a valid phone number, a valid e-mail address, registration number, License number, as applicable. The Seller shall provide the supporting documents to ensure the Products so listed by the Seller meet the required quality standards as provided by ISO, BIS, ASTM Standards, etc., as may be applicable.
1.3. Product Listings and Description: The Seller shall strictly comply with the Listing Process as specified under Clause 1.4 below. The Seller shall be solely responsible for specifying all the details and descriptions related to the Product, including the quality, tensile strength, other specifications, declaration/certification mark (“Product Information”) and such other aspects as may be required while listing the Products on the Platform. The Seller shall strictly list the Products in the categories mentioned on the Platform and include all-sided images of the Product or its packaging. For the sake of clarity, the Company shall be under no obligation to provide any details, descriptions, or specifications of the Products on the Platform, and that it shall be the sole responsibility and liability of the Seller to provide the same. Notwithstanding anything to the contrary contained herein, the Seller shall be permitted to display and list all such other details and information as maybe required under Applicable Law. The Seller warrants that the description of Products listed by the Seller on the Platform is accurate, complete, reliable, current, and error-free. The Company is not responsible for verifying the accuracy, reliability, and completeness of any such information.
1.4. Listing processes
(i) The Company, at its sole discretion, reserves the right to determine the Sellers who may list and sell Products on the Platform, and may restrict any person or entity from listing their Products on the Platform, if the Company in its reasonable judgment deems fit and proper.
(ii) Further, the Company reserves the absolute right and discretion to select the Products to be displayed on its Platform by various Sellers.
(iii) In order to verify the veracity of the Products being listed on the Platform, the Seller shall provide the Product Information in the format provided by the Company and shall ensure accurate and complete Product Information for each category and sub-category, if any, of Products being listed by the Seller on the Platform.
(iv) It shall further be the obligation of the Seller to promptly update such Product Information as necessary to ensure that it remains accurate and complete, at all times, during the subsistence of this Agreement. The Seller shall ensure that the Product Information does not include any details or description that may be considered explicit or derogatory in nature or which may, in the reasonable opinion of the Company bring any claim, action, proceeding against the Company.
(v) The Seller shall have a valid trademark with respect to the Products listed on the Platform and/or be appropriately entitled to deal in and with the Products.
(vi) The Products: (i) include accurate barcodes, if any, conforming with applicable standards or such other identifying information as the Buyer may reasonably request; (ii) includes such text, disclaimers, warnings, notices, labels or other content required by Applicable Law. Further, the Seller undertakes and covenants that it shall not sell or list for sale any products falling in the category of items which are prohibited for display, advertisement or sale under the Applicable Laws. In the event the Company becomes aware of such a product having been listed by a Seller, the Company shall, at its absolute discretion, without prejudice to any other rights available to it under this Agreement or Applicable Law, be entitled to immediately take down such product from the Platform, block the sale of Products by the Seller and immediately suspend or terminate, as the Company deems fit, the Seller’s access to the Seller Account and the Platform and/ or terminate this Agreement.
(vii) Upon receipt of the Product information, the Company will list the Products for sale on the Platform in the applicable Product categories as may be determined by the Company in its sole discretion.
(viii) The Seller shall sell only such Products for which Product Information has been provided to the Company.
(ix) The Seller shall ensure that the Seller Account is updated and reflects the real-time availability/non-availability of the Products listed on the Platform by the Seller.
(x) The Company shall not be responsible for claims made by Buyers for inaccurate Product Information and/ or availability details that are displayed on the Platform due to any negligence or default on the part of the Seller in providing updated and accurate Product information and availability details.
(xi) The Seller shall provide necessary Seller details on the Platform for identification by the Buyer, and shall not object to any details/identification of the Seller by the Buyer during the Term of this Agreement.
(xii) The Seller acknowledges that the Company shall use mechanisms that rate, or allow the Buyers to rate the Products and/or the Seller’s performance as a “Seller” on the Platform, and such ratings and feedback would be publicly available. The Seller expressly waives the right to institute any actions and/or claims, etc. against the Company, pursuant to such review of the Seller by the Buyers.
(xiii) Further, it shall be the obligation of the Seller to: (a) not cancel any of the orders placed by the Buyer on the Platform, unless requested by the Buyer otherwise through the appropriate channel on the Platform; (b) strictly adhere to the detailed guidelines (as may be issued by the Company from time to time) with respect to Product packaging, provided by the Company; (c) provide information from time to time on the shipment and order status to the Company, to enable the Company to provide order tracking information and facilities to the Buyers on the Platform; (d) keep Company informed of any information or circumstances that shall impact the timely and damage-free delivery of a Product to the Buyer.
1.5. Services: Company agrees to provide to the Seller and the Seller agrees to avail from Company, the following services (“Services”):
(i) Company shall list the Products of Sellers on the Platform of the Company to enable the sale of the Products to the Buyers and also provide technical assistance while listing and transacting on the Platform.
(ii) Buyer support services for Products listed on the Platform. However, all post-sales activities, if any, including packaging, repackaging and labelling of Products, delivery of Products, warranty and replacement claims shall be arranged by the Seller, by itself or through a third party, the cost and expense of which shall be solely borne by the Seller.
(iii) Marketing services for the Products listed on the Platform.
(iv) Any other additional services as may be agreed between the Parties from time to time including, but not limited to, the logistics and warehousing services, Financing, the customer contact center services, and the technology services.
1.6. Purchase and Sale Transaction: Whenever Buyer places order on the Platform as per the specification and the quality/nature of the Products and expertise of the Seller, the Company shall facilitate only the Purchase and Sale transaction between Buyer and Seller. Detailed procedure and terms and conditions governing Sale and Purchase of the Products under Marketplace model including delivery, returns, title are given under Article 4 of this Agreement.
1.7. User ID and Passwords: The Seller shall ensure that confidentiality relating to the login ids and passwords provided by Company to the Seller, at the time of registration on the Platform including the information related to the orders received from the Buyers, shall be strictly maintained and shall form part of the Confidential Information of Company. The Seller shall be solely responsible and liable for the misuse or unauthorized use of such Confidential Information, and or the usage of its account and any activity on it. The Seller shall not sell, transfer, or sub-license the log-in credentials in relation to its account on the Platform to any person or entity. The Company shall not be responsible or liable for misuse of such information, or any unauthorized activity relating to the Seller’s account, in any manner whatsoever.
1.8. Platform Management: The management of the Platform including introducing, amending, and changing Product listings on the Platform shall be under the sole and absolute control of the Company. The Company retains the right to determine the content, appearance, design, functionality, and all other aspects of the Platform (including the right to re-design, modify, remove, and alter the content, appearance, design, functionality, and other aspects of the Platform and any element, aspect, portion or feature thereof, from time to time), at their sole discretion. Company may refuse to provide any one or more of the Service including access to the Platform, Platform Services, Payment Services and/or Buyer Support Services if providing such Services to the Seller can be detrimental to the reputation, goodwill, and competitiveness of Company and its Brand Name or could cause a breach of any contractual commitments of Company or any Applicable Laws.
1.9. Stocking of Products: The Seller shall be responsible for the storage of the Products. All costs related to procurement and packaging of the Products and for delivery to the will be borne by the Seller. The Seller shall ensure that all Products of the Seller shall be properly packaged and labelled. The Seller shall bear all in-transit losses or damages, and shall not claim or be entitled to claim any compensation with respect to the same from the Company.
1.10. Exclusivity: Nothing contained in this Agreement shall be deemed to create any exclusivity in favor of the Seller. Company shall be free to permit other sellers to supply products that compete with the Products on the Platform. Subject to the provisions of this Agreement, the Seller shall also be free to sell and supply the Products through any other mediums and channels of distribution as may be deemed appropriate.
1.11. Seller Service
1.11.1. It is expressly clarified that the Seller shall be solely responsible for providing to the Buyer, services such as order processing, coordination and delivery details, invoicing for the Products, and maintenance of employees, other personnel, and infrastructure facilities for stocking and storing of Products, and computer resources for this purpose and if need or situation arises, Company may assist in the facilitation of such Services, for such additional cost as maybe mutually agreed between the Parties.
1.11.2. The Seller shall also be responsible for post-sales activities such as Product queries, Product defects, return and replacement of Products, refund claims, warranty claims, etc.
1.11.3. Any pre-delivery Product-related inquiries received from the Buyers/prospective consumers shall be handled by the Company. It is hereby clarified that, any after-sale inquiries related to Seller Products shall be handled by the Seller.
1.11.4. At all times, the Seller shall, at its expense, maintain a minimum insurance coverage of such amount, as per industry standards, to cover any kind of risk arising out of or in relation to this Agreement including any Product liability, and workmen compensation.
ARTICLE 2: CONSIDERATION, PRICING AND ALLOCATION
2.1. Invoices and Payments: The Seller shall generate the invoices on the Buyer immediately upon the placement of the confirmed order by the Buyer. The Seller warrants that it shall provide all information on the invoice as required under Applicable Law, including the Product description, quantity, name, logo, address, GST details, or any other applicable tax.
2.2. Taxes
(i) All taxes, rates, and duties arising on account of the sale of the Products/ services rendered to the Buyers shall be borne by the Seller.
(ii) The Seller shall ensure the payment of appropriate taxes, not limited to GST, or any other tax as per the applicable laws of the country.
(iii) The Seller shall file the requisite returns in a timely manner and in accordance with Applicable Law.
(iv) The Seller shall indemnify the Company from any losses arising on account of a failure by the Seller to pay taxes at appropriate rates in accordance with Applicable Law.
(v) The Company is not obligated to determine whether Seller taxes apply and is not responsible for collecting, reporting, or remitting any sales, use, or similar taxes arising from any transaction.
ARTICLE 3: REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1 Seller represents and warrants that:
(i) Seller shall not use the Platform to violate the security of, or gain unauthorized access to, any computer or computer network or other device or system, including unauthorized attempts to discover passwords or security encryption codes to use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Platform;
(ii) Seller shall not disparage Platform or the Company or the Company’s Affiliates, subsidiaries, agents, or officers;
(iii) Any information, data, content image provided by the Seller for listing of the Product shall be free from any virus, worm, defect, Trojan horse, software bomb, or other feature designed to damage or degrade in any manner the performance of the Platform;
(iv) Products offered and sold on the Platform are legally procured or manufactured;
(v) Seller agrees and accepts that it shall be fully responsible for providing complete documentation to the Company and Buyer, as may be applicable and/or requested by the Company and/or the Buyer;
(vi) Seller shall not, either directly or indirectly, re-label, re-package, mark, or assist any other entity to re-label, re-package, or mark any Product which they are not legally and contractually authorized to do;
(vii) the Products: (i) include accurate UPC or EAN barcodes, as may be applicable, conforming with applicable standards or such other identifying information as the Company or Buyer may reasonably request (ii) including such text, disclaimers, warnings, notices, labels or other content required by Applicable Law.
(viii) it will not undertake any activity which may bring disrepute to the Company’s brand image or market standing and shall not use the Intellectual Property of the Company in any manner which is not specifically allowed under this Agreement.
3.2 The Seller undertakes that publication, reproduction, display, modification, distribution or transmission of Seller material/content or Seller Product listing does not and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any Intellectual Property Rights of third parties; (b) constitute an invasion of third-party's rights of privacy or publicity; or (c) adversely affects the image of Company, Platform, Company Affiliates or other Sellers on Platform. The Seller further represents and warrants that it has the requisite power, licenses, consents, and permissions to operate such a Platform.
3.3 No Warranties: Company does not make any representations or warranties of any kind, express or implied, including without limitation:
3.3.1 The implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
3.3.2 That the Platform or the Services will meet the Sellers or Buyer’s requirements, and that the Platform shall be available and accessible in an uninterrupted and timely manner, and further shall be secure and operate without error;
3.3.3 That the information, content, materials, or Products included on the Platform will be as represented by Seller, available for sale at the time of fixed price sale and is lawful for sale;
3.3.4 Any implied warranty arising from the course of dealing or usage of trade; and
3.3.5 Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of Company.
3.3.6 To the full extent permissible under Applicable Law, Company disclaims any and/or all such warranties.
ARTICLE 4: PURCHASE AND SALE PROCESS, PURCHASE ORDERS AND INVOICES
4.1. Company provides the Platform as marketplace to facilitate third-party Sellers and Buyers to complete sale and purchase transactions through the Platform, and hence Company is merely an Intermediary. Company may also provide additional services as may be required by the Seller, at an additional cost, as mutually agreed between Parties.
4.2. Once the Company receives the requirement of the Product(s), depending upon the Product specification, quantity and Seller’s expertise, it shall intimate the order to the Seller.
4.3. The Seller shall be solely responsible for the shipment and delivery of the Products purchased by the Buyers from the Seller on the Platform.
4.4. The Seller acknowledges that the ownership in the Products will be transferred to the Buyer only upon successful delivery of the Products at the destination indicated by the Buyer while purchasing the Product. The responsibility, obligation and liability with respect to delivery of the Products shall continue to vest with the Seller until the Product is delivered to the Buyer and the Buyer shall continue to have recourse against the Seller until such delivery.
4.5. Payment and Invoice
4.5.1. Payment Collection from Buyer: Company shall collect payment from the Buyers on behalf of the Seller for the Products delivered to the Buyers, by way of one or more of its designated payment gateways (“Payment Gateway”) or the Company shall offer payment through credit card/ debit card/ net banking or coupons in addition to Payment Gateway. Seller expressly authorizes the Payment Gateway to act as Seller’s agent for the purpose of processing payments, refunds and any adjustments for sale of Products.
4.5.2. Payment terms and Terms of trade shall be such as mentioned in the Purchase Orders. In case of any contradiction, these Terms of Use shall prevail. The Seller shall raise invoice and e-way bills on the Buyer.
4.5.3. Company shall as part of the Services, receive and collect the payment from the Buyers on behalf of the Seller.
4.5.4. Remittances from Buyers for sale of Products through Platform will be made through a nodal account (the “Nodal Account”). The Company shall remit the sale proceeds collected by the Company on behalf of the Seller, in respect of the Products sold to the Buyers, after 15 (“Fifteen”) days of expiry of the refund/replacement period, as the case may be, after deducting any applicable amount, including but not limited to, adjustments on account of refund to Buyer, return of the Product or any sale proceeds remitted during preceding payment cycle with the consent of the Seller.
4.5.5. All payments to the Seller will be subject to the deduction of taxes under Applicable Laws. For the avoidance of doubt, it is clarified that the Company will not be obligated to pay to Seller any amount pertaining to Products that have been initiated for return by Buyer. Subject to and without limiting any of the rights described in this Clause of Payments, the Company may hold back a portion of your sale proceeds as a separate reserve (“Reserve”). The Reserve will be in an amount as mutually determined by Company and the Seller, and the Reserve will be used only for the purpose of settling the future claims of Buyers in the event of non-fulfilment of delivery or non- confirming products.
4.5.6. The Company shall also provide certain warehousing services, as may be required by the Sellers, for storage of Products. For avoidance of doubt, it is clarified that any storing of Products by the Seller in the warehouses/stock points offered by the Company shall in no way deem to pass any risk or title in the Products to the Company. It shall continue to be the obligation of the Seller to, at all times, be in ownership of the Products and the Company will merely be a warehousing/facilitating agent acting only on behalf of the Sellers.
4.5.7. Returns and Damages
(i) Seller shall handle all returns of its Product(s) made by the Buyer. Exchange of a Seller Product for another, non-delivery or rejections due to delay in delivery or failure to deliver for any other reason or cancellation of orders by Buyer for any reason, will constitute a return of Seller Product.
(ii) In the event that the Buyer claims that the Products purchased through the Platform fail to conform to the requirements of the Buyer and raises a return request, the Company shall notify the Seller, in the manner set forth in the Procedures. Seller shall arrange for the Non-Conforming Product to be picked up from the Buyer and process the return request.
(iii) Seller agrees that it will accept the Company’s decision to remit the refund to the Buyer without any contest or dispute. While arriving at any decision under this clause, Company may make reasonable efforts to provide to the Seller and Buyer an opportunity of being heard but the Company shall not take any responsibility to ascertain the truth of such a claim by the Seller or the Buyer.
ARTICLE 5: SUSPENSION OR TERMINATION OF USER ACCOUNT
5.1 The Company may, for such period as is deemed appropriate, suspend the participation of the Seller on the Platform, or terminate the User Account of the Seller, if the Company determines that continued participation of the Seller (a) is not in the best interests of the Buyers or (b) could affect the reputation and credibility of the Company.
5.2 Consequences of Suspension/Termination: Upon suspension/termination of this Agreement: (a) the Parties shall mutually agree on the amount payable until such date of suspension/termination, as the case may be, and settle dues accordingly; (b) the Seller shall cease displaying the Products on the Platform during the Suspension period, or in case of termination, for perpetuity, until the Company decides otherwise; (c) all orders from Buyers that have been received prior to the date of suspension/termination shall be fulfilled by the Seller on the terms and conditions set forth in this Agreement and Purchase Order; (d) each Party shall return all property of the other including any Confidential Information of the other Party within 30 (“Thirty”) days from the date of termination, and certify that no Confidential Information has been retained by it. Provided that Company may make alternate arrangements for procurement of the Products other than Sellers’ Products, if Company believes that the involvement of the Seller is not in the best interests of the Buyers. (e) The Seller shall continue to supply Seller services including but not limited to post-sales activities such as Product queries, Products defects, refund claim, warranty claims.
ARTICLE 6: INDEMNITY BY SELLER
6.1 The Seller shall indemnify, defend and hold harmless the Company, including its affiliates, subsidiaries, and each of the respective directors, officers and employees, affiliates, personnel, assigns, and successors in interest, as the case may be, against any claim made against Company in respect of any liability, loss, damage, injury, cost or expense sustained by Company’s employees or agents or by any Buyer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from a breach or negligent performance or failure in performance of this Agreement by the Seller in particular due to any loss occurring as a result of delay in providing the Products, or due to any defect in the Product or as a result of any breach of representations, warranties, obligations and covenants of the Seller contained in this Agreement;
6.2 The Company will not be liable to the Seller or the Buyer, (whether in contract, warranty, tort, including negligence or product liability, or otherwise), for any loss of profit, revenue, business, or punitive or indirect or consequential damages arising out of any act or omission of the Seller, or relating to this Agreement, even if the Company has been advised of the possibility of such costs or damages.
6.3 Notwithstanding anything contained in this Agreement, the Company disclaims all its liabilities towards the Seller, in any circumstance whatsoever.
B. TERMS FOR BUYERS
ARTICLE 7: PURCHASE, DELIVERY, AND INSPECTION
7.1 Seller hereby agrees to supply and the Buyer hereby agrees to purchase the Products from the Seller registered on the Platform, on non-exclusive basis as per the terms of Purchase Order (“PO”) and the Terms and Use. The Buyer is not obligated to purchase the Products and the Seller is not obligated to sell the Products until the Seller accepts the Purchase Order placed by the Buyer.
7.2 By virtue of issuing a Purchase Order as under this arrangement, all the terms and conditions mentioned here would be imported into such Purchase Order. The Parties also hereby agree to additional general terms by entering into addendum from time to time in writing to be signed by both Parties.
7.3 Purchase Orders: Buyer shall submit all orders for Products to the Seller via the Platform. Each Purchase Order shall specify: (a) the name and description of Product it is ordering; (b) the volume of each Product it is ordering; (c) the unit price of each Product it is ordering; and (d) the location for delivery.
7.4 Delivery: Seller shall deliver the Products to the Buyer at the location provided by the Buyer in the Purchase Order, through sea or air depending on the cold value chain. The Seller shall use reasonable efforts to make prompt deliveries in a commercially reasonable manner. The estimated timeline of delivery shall be provided by the Seller on the Platform, at the time of receipt of the Purchase Order upon taking into consideration the prevailing conditions and providing confirmation of the order.
7.5 Inspection and Acceptance: The Buyer can inspect the Products upon receipt of the same decide whether to accept or reject it, basis its requirements. Parties hereby agree that no request for replacement or return shall be entertained post 15 (“Fifteen”) days of delivery of the Products.
ARTICLE 8: PURCHASE PRICE AND PAYMENT
8.1 Purchase Price: The Purchase Price for Products shall be as set forth in Purchase Order. The Purchase Price shall be exclusive of all charges with regard to packing, storage, transportation, and taxes.
8.2 Proforma Tax Invoice: The Seller shall, through the Platform, duly raise a Proforma Tax Invoice for full and complete Purchase Price including any applicable taxes (the “Purchase Price”) in furtherance of the Purchase Order raised by the Buyer. Each invoice will set forth the reasonable details of the Products and any related services covered by the related invoice and backed up by the Purchase Order. Company may charge and the Purchaser will pay any applicable Taxes, provided that such Taxes are stated separately on the valid tax invoice that the Company issues to the Purchaser.
8.3 Payment: The Buyer shall pay the Purchase Price of the Products (less any discount or credit allowed by the Company, but without any other deduction, credit or set off) immediately on the receipt of the Invoice or otherwise in accordance with such credit terms/EMI as may have been agreed in writing between the Buyer and the Company in respect of the Agreement. The time for the payment of the Invoices shall be of the essence of the Agreement, and only post-receiving the due payment in full, or otherwise on receiving all valid details to provide such Product on credit or EMI.
8.4 Security Interest: If the Product is purchased on credit or EMI, Buyer hereby represents and warrants to grant to Company a security interest in the Products until Buyer has paid Company in full for the Products and to further undertake the same the Buyer agrees to sign and deliver to Company any document needed to perfect the security interest in the Products, that Company reasonably requests.
8.5 Insurance and the title to and risk of loss of the Products shall be passed and transferred to the Buyer as per the Incoterm mentioned in Purchase Order.
ARTICLE 9: GUARANTEE AND WARRANTY OF THE PRODUCTS
9.1 The Products are sold “AS IS” through the Platform, by the Seller; the guarantee with respect to the Products shall be limited to any guarantee and warranties as provided by the Seller. The Company is merely the aggregator connecting the Seller and the Buyer for sale and purchase of yarn, thus the Company shall not be liable to the Buyer in any manner whatsoever, with respect to any guarantee or warranty provided by the Seller to the Buyer for any Product purchased by the Buyer through the Platform, including but not limited to, for any consequential, special, punitive, or indirect damages, lost profits or opportunities.
9.2 Buyer agrees that it will not remove, move, cover-up, deface or otherwise interfere with any patent markings, copyright notices or trademarks as such appear or are placed on the Products. Furthermore, the Buyer understands and agrees that all the intellectual property in the Product is owned and retained by the Seller only, and the Buyer shall not encroach upon the rights or infringe the intellectual property rights of the said Seller in any manner whatsoever.
C. GENRAL TERMS & CONDITIONS
These General Terms and Conditions shall be applicable to every Registered User/Visitor on the Platform, including the Buyer and the Seller.
ARTICLE 10: REPRESENTATION AND WARRANTIES
10.1. You represent and warrant to the Company that:
10.1.1. Your use of the Platform will not violate any applicable laws of the jurisdiction/region from where you are accessing the Platform;
10.1.2. Any content uploaded by you on the Platform, or any information submitted by you on the Platform does not infringe applicable data protection laws and the rules related thereto.
10.1.3. All information submitted on the Platform is correct, true, accurate and does not violate any applicable laws.
10.1.4. Your use of the Platform conveys your acceptance of the terms of the Company’s Privacy Policy. The Company shall not in any manner be liable for the correctness, authenticity or accuracy of the information submitted by you, and the same shall solely be your responsibility.
10.1.5. All information you submit at the time of registering your User Account will be true, accurate, current, and complete.
10.1.6. You will maintain the accuracy of such information and promptly update such information as necessary.
10.1.7. You have the legal capacity to, and you agree to, accept and comply with these Terms.
10.1.8. If at any point, you provide false, misleading, incorrect, inaccurate or incomplete information to the Platform, and/or Company is of the reasonable belief that the information provided on the Platform is false, misleading, incorrect, inaccurate or incomplete, then Company reserves the right to discontinue your use of the Platform, and may suspend/terminate your Account for the said reasons, or take any other action that it may deem appropriate or necessary, as the case may be, including legal action in against any user creating a fake account on the Platform.
(i) You will not use the Platform for any illegal or unauthorized purpose.
(ii) Your use of the Platform will not violate any applicable laws or regulation.
ARTICLE 11: CONFIDENTIALITY
11.1 You acknowledge and agree that all information, data or details in any form with respect to the Platform, its designs, structure and arrangement, visual interfaces, specifications, documentation, components, source code, object code, images, icons, audio-visual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, in addition to all documents, data, papers, statements, any business/customer information, trade secrets and process of Company relating to its business practices or in connection with the provision of Services by Company, trade and business of Company, or otherwise, any information including names, assets, details, documents, transaction records, potential transactions, negotiations, pending negotiations, data, applications, software, systems, papers, statements, business information, marketing and financial information, databases, manuals, records and reports, articles, systems, material, sources of material, and any other data pertaining to Company, available to it through Platform (“Confidential Information”) is of a sensitive and confidential nature.
11.2 You undertake to maintain the confidentiality of all Confidential Information, at all times, and shall not perform any act or omit to perform any act whose performance was otherwise necessary, to breach the confidentiality. You undertake to use all Confidential Information with such care and discretion, but not less than reasonable care, to avoid disclosure, publication, or dissemination of Confidential Information, as it will exercise in respect of its own information of similar nature that it does not wish to disclose, publish or disseminate, without its prior written consent or in an unauthorized manner.
11.3 You may disclose Confidential Information only to the extent required by any regulatory authority or governmental authority under the applicable law, provided, prior to such disclosure, You shall immediately inform Company of such request for disclosure, to enable Company to obtain any order to prevent or limit the disclosure of Confidential Information; and
11.4 You agree:
(i) to take all necessary action to protect the Confidential Information against misuse, sale, loss, destruction, deletion, and/or alteration;
(ii) to use the Confidential Information only in connection with the Services/transaction for which the Confidential Information is obtained; and
(iii) not to misuse or permit misuse directly or indirectly, commercially exploit the Confidential Information of Company or any of its Affiliates through the Platform for economic or other benefit or in a manner prejudicial to Company.
ARTICLE 12: DATA PROTECTION
12.1. The storage, usage and transmission of all information obtained by it through the Platform, shall at all times be in accordance with the applicable Data Protection Laws.
12.2. In the event the Company obtains any Personal/Business Data or Confidential Information pursuant to any transaction/Services, it shall only undertake the processing of Personal/Business Data/Confidential Information reasonably required in connection with the performance of its obligations under the said transaction/Services. In the event any such Personal/Business Data and/or Confidential Information is required to be used by Company for any purpose not expressly set out herein post-termination/consummation of the said transactions/Services as aforementioned, the same shall take place as per the Privacy Policy of the Company.
12.3. Company shall at all times have appropriate technical and organizational measures in place to:
(i) prevent unauthorized or unlawful processing of any Personal Data/Confidential Information;
(ii) protect any Personal Data/Confidential Information against accidental loss, destruction or damage;
(iii) ensure the reliability of its employees/contractor having access to the Personal Data/Confidential Information;
12.4. Company shall comply with all applicable laws, including without limitation, the Data Protection Laws to safeguard the Personal/Business Data/Confidential Information. For the purposes of this clause, Personal/Business Data shall mean as defined under the Privacy Policy of the Company.
ARTICLE 13: LIMITATION OF LIABILITY
13.1 The Company, its subsidiaries, and each of the employees, agents, associates and Affiliates, will not be liable with respect to any subject matter relating to the Terms of Use under any law of contract or torts, or on account of negligence, strict liability or other legal or equitable rights for any special or consequential damages; for interruption of use; loss or corruption of data.
13.2 Company shall not be liable or responsible for:
(i) any faulty operation of system during accessing of the Platform or during the transmission/transfer of any data/information;
(ii) any damage that occurs due to any information provided by You, but not being received by the Company or not being received promptly or appropriately, as a consequence of technical faults with the Platform (whether or not in Company’s control);
(iii) any loss or damage caused due to any bugs, viruses, worms, malware, spyware, or any similar program that may infect the User’s computer, software, data, or any other property caused by accessing or using the Platform or availing any Services, or from any emails, communication or attachment received from Company /Platform;
(iv) any failure to perform, or delay in performance of, any of the obligations or Services by Company due to events outside reasonable control of Company;
13.3 Company is not responsible for any indirect losses including, without limitation, loss of income, business, profits, data or any injury to reputation, howsoever arising.
13.4 Company is not responsible for any liability for any loss, costs or damage arising out of or in connection with the use of the Platform or the inability to use it or for any delay or failure in the performance of the Services on account of the Counterparty or due to any Force Majeure Event or any other circumstances beyond the control of Company.
13.5 The User acknowledges that Company aims to facilitate seamless data and transaction processing, and that Company is not responsible for any failure of the Platform to store, transfer or delete data or for the corruption or loss of any data, information, or content uploaded therein. The accessing, and handling of any data uploaded by the User on the Platform shall be the sole responsibility, and at the sole risk, of the User.
13.6 Company makes no warranty, express or implied, with respect to the Platform, its Services or its contents, and assumes no liability or responsibility whatsoever, for any losses/damages, direct or indirect, suffered by you or any other user, on account of using the information on the Platform, availing of any Services or acting on the basis of any suggestion made, or opinion given by Company on the Platform.
13.7 You agree that Company shall not under any circumstances be liable for any unauthorized access/use/alteration of your data, or for any other matter, including but not limited to damages for loss of data, loss of profit, arising out of your use of the Platform.
13.8 You agree that any data or material which is downloaded or otherwise obtained by you through the Platform, is done at your sole discretion, and you will be solely responsible for any damage to your computer/device systems or loss of data resulting from such downloads.
ARTICLE 14: TRANSFER OF RIGHTS
14.1. The Terms of Use are binding on the User, its successors and permitted assigns. It may not transfer, assign, charge or otherwise dispose of any of its rights, benefits, liabilities, or obligations hereunder without the prior written consent of the Company.
14.2. However, the Company may transfer, assign, sub-contract or otherwise dispose of any of its rights, benefits, liabilities, or obligations under the Terms of Use, at any time, or may involve or appoint any third party to satisfy its obligations, without any necessity to notify the User.
ARTICLE 15: SECURITY OF DATA
15.1. All facilities used to store data and process the transaction will adhere to reasonable security standards, which will be at par with the security standards adopted by the Company for processing and storing its own information of a similar nature. The Company has implemented industry-standard systems and procedures to ensure the security and confidentiality of a transaction and its related data, protect the User against anticipated threats or breaches to the security or integrity of a transaction and its related data, and protect the User against unauthorized access to its data.
15.2. The User further acknowledges and agrees that it has granted the Company the permission as well as the non-exclusive right to store and transfer its data, as part of the Services.
15.3. Company reserves the right to perform statistical analysis of the activity on Platform in order to measure interests in the various sections of the Platform for the purpose of product and Service development. Any non-personal information such as internet domain, host names, IP addresses, clickstream patterns, and the dates and times on which Platform is accessed may be recorded for the purpose of analysis. The analytical data collected is for internal use only.
ARTICLE 16: INTELLECTUAL PROPERTY
16.1. The Platform and the arrangement and processes thereof, including, but not limited to, all text, graphics, user interfaces, visual interfaces, and the computer code, source code, and object code is owned by Company, and the design, structure, and arrangement thereof is protected under copyright, patent and trademark laws, and all other applicable intellectual property rules, regulations, and guidelines, and that the User shall not use the aforesaid without the prior written consent of Company.
16.2. The trademarks, logos and marks displayed on the Platform, except those on the Products displayed by the Seller on the Platform, are the property of the Company. The User shall not use any trademarks, logos and marks not belonging to it, without the prior consent of the Company.
16.3. Intellectual Property Right in any and/or all content posted on the Platform shall at all times vest with Company, and any reproduction, transmission, commercial use of any or all the material thereof is strictly prohibited, and Company reserves the right to take appropriate legal action for the same before the competent courts, if necessary.
16.4. In the event the User infringes or attempts to infringe the copyrights or other intellectual property rights of the Company, the Company may, in its sole discretion, deny the User access to and use of the Platform.
16.5. The User agrees and undertakes not to upload, post, disseminate, reproduce, or distribute any content on the Platform, either belonging to the Company or to any third party, without obtaining written consent from the person/entity in whom the rights to such content are vesting. Any unauthorized dissemination, use, distribution or reproduction of any proprietary content confers upon the holders/owners of such rights to pursue appropriate legal action against you before the competent court, and/or any other legal remedy, as the case may be. No information displayed on the Platform shall in any way be construed to grant any User, any right to use any proprietary information or intellectual property of Company without obtaining written permission for the same.
16.6. The User agrees and understands that that any breach of this clause, or of these Terms of Use, by the User would cause irreparable damage to Company, and Company therefore, reserves the right to seek injunctive relief against the User, in addition to other remedies available in law and equity, before the competent court/legal forums.
ARTICLE 17: TAXES
The User shall be responsible for identifying and paying all taxes, duties, cess and other fees and charges (and any penalties, interest, and other additions thereon) that are payable by the User with respect to the transactions through the Platform.
ARTICLE 18: MODIFICATION OF TERMS OF USE
The User acknowledges and agrees that Company has the right to revise, modify, amend or discontinue any of the Terms of Use from time to time, including without limitation, to reflect, inter-alia, changes in market conditions, requirements, laws, etc., and Company shall not be obligated to obtain any approval/consent of the User on the revised Terms of Use. The User is deemed to be aware of the latest Terms of Use and the use of Platform and the availing of the Services is subject to the most current version of the Terms of Use available on the Platform at the time of such use. The use of Platform and Services subsequent to any modification in the Terms of Use will constitute the User’s acceptance of the modification.
ARTICLE 19: DISCLAIMER
19.1. All the information provided on the Platform is subject to the condition that you make an independent determination regarding the accuracy, correctness, usefulness, and suitability, prior to using the same, and the Company assumes no responsibility/liability for accuracy, correctness, usefulness, and suitability of the said information. Further, the Company shall not be responsible in any manner, for the data provided, stored, or managed by You on the Platform.
19.2. The information on the Platform may contain inaccuracies or typographical errors. While the Company shall make its best efforts to ensure that all the information on the Platform is correct and accurate, it makes no warranties or representations with respect to the accuracy, quality, and correctness of the said information.
19.3. The entire information on the Platform is provided on ‘as is’ basis, without any warranty or guarantee of any kind, including but limited to the implied warranties of merchantability and suitability for a certain purpose, title, non-infringement, accuracy or security.
19.4. Company makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) of any kind regarding the Platform, the Products sold on the Platform, the information contained on the Platform, your personal information or material or your business entity’s information or material, and any information transmitted through our Platform. Company expressly disclaims all warranties, of any kind with respect to Products sold on the Platform, including but not limited to, all warranties related to the merchantability and fitness of the Product.
19.5. You agree that the Company shall not under any circumstances be liable for any direct, indirect, punitive, incidental, special, or consequential, or any other form of damages resulting from (i) your use or inability to use or access the Platform, (ii) any unauthorized access/use/alteration of your data, or (iii) any other matter, including but not limited to damages for loss of data, loss of profit, arising out of your use of the Platform. You agree that any data or material which is downloaded or otherwise obtained by you through the Platform, is done at your sole discretion, and you will be solely responsible for any damage to your computer/device systems or loss of data resulting from such downloads.
19.6. You undertake and agree that the Company and its employees shall not be held responsible for any Product or information provided on/through the Platform. Company has, in good faith, published the information regarding the Product on its Platform based on the data provided by the Buyers and the Sellers or the information that is publicly available.
19.7. Company shall not be held responsible for any use or application of the Product available on its Platform.
19.8. Company reserves the right to modify any information, prices, and the availability of any Product, as indicated on its Platform without giving any prior notice.
19.9. Company shall have the right to remove any item(s) from its Product list/ category and revise the Product(s) made available on the Platform at its sole discretion.
19.10. You shall not hold Company liable for the Product specifications or description displayed on the Platform as the same may or may not contain entire content/ information about the Product. The Company requests you to refer to the original packing for detailed information, specifications, make, quality, and tensile strength of the Product. The information/ content of the Product displayed on the Platform is merely indicative and may slightly vary from the packaging, image, and material of the actual Product.
19.11. Platform may contain Information related to the Products, which may not be available in every location. Further, a reference to a Product of one of its affiliates on the Platform does not imply that such Product will be available in your location. You are required to select the Product, the successful delivery of which will be available in your location. The Company will not be responsible for any Purchase Orders placed by the Buyer for any Products that may not be available in their jurisdiction.
ARTICLE 20: COMMUNICATION AND SUBSCRIPTION
20.1. Your acceptance of these Terms shall also include your acceptance towards any news, updates, offer/campaign-related SMSs, to the contact number provided by you. By accessing, registering on the Platform, and thereby verifying your contact number for the same, and subsequently using the Platform, you thereby explicitly consent to receiving such communications from us through phone call, SMS, e-mail, or any other digital or electronic media from us, or any of our authorized personnel/representatives regarding any new products, services and offers.
20.2. You may, at any time, exercise your right to unsubscribe/opt-out of receiving any marketing/promotional communications, newsletters, SMSs, e-mails or any other such notifications from us at any time by referring to and following the instructions contained in such communications.
20.3. You agree to cooperate with Company, as and when we reach out to you through phone call, SMS, e-mail or any other medium of communication, for the following purposes:
(i) Obtaining feedback/reviews with respect to the Platform.
(ii) Resolving complaints/grievances raised by you with respect to your use of the Platform.
ARTICLE 21: INDEMNIFICATION
The User hereby agrees to indemnify and hold harmless Company (including its directors, employees, representatives, agents, and affiliates) from time to time, against any and all losses, liabilities, obligations, damages, judgments, costs, expenses (including, without limitation, advisors’ fees), claims, fines, penalties, proceedings, actions or demands, of any kind or nature incurred by Company/caused to Company on account of User’s use of the Platform or the Services, including but not limited to, the violation of the Terms of Use.
ARTICLE 22: GOVERNING LAW AND JURISDICTION
These Terms of Use are governed and construed in accordance with the laws of India and the User hereby submits themselves to the exclusive jurisdiction of courts and tribunals at India. The User irrevocably waives any objection it may have now or in the future to the choice of courts and tribunal of India as an inconvenient forum.
ARTICLE 23: SEVERABILITY
Every provision contained in these Terms of Use shall be severable and distinct from every other provision and if, at any time, any one or more of such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be, in any manner, affected or impaired thereby.
ARTICLE 24: WAIVERS
24.1. Neither the failure to exercise nor any delay in exercising any right, power, privilege or remedy under these Terms of Use shall, in any way, impair or affect the exercise thereof or operate as a waiver thereof, in whole or in part.
24.2. No single or partial exercise of any right, power, or privilege under these Terms of Use shall prevent the exercise of any other right, power, privilege or remedy under these Terms of Use.
ARTICLE 25: CONTACT INFORMATION
Please feel free to contact us if you have any questions about our Terms of Use or the information practices of the Services, on the below mentioned details:
Email Address: support@textiletradebuddy.com