Seller Policy

THIS POLICY IS AN ELECTRONIC DOCUMENT IN ACCORDANCE WITH THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. NO PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE IS REQUIRED FOR THIS AGREEMENT.

Welcome to www.clickcement.com (“Website”), an online portal that provides a platform for Sellers to list and sell their products to customers in India. To continue as a Seller on the Website, it is important that you understand and adhere to the Website’s policies applicable to Sellers and all applicable laws and regulations.

By proceeding to register on the Website and using the services provided by the Website, (a) you confirm your acceptance of this Seller Policy and all other policies listed on the Website, and (b) you acknowledge and agree that this Seller Policy along with all the ancillary policies on the site or referred herein (collectively “Policy”), shall form the basis of all dealings between you and Crowbar Innovation Private Limited, Corporate Identity Number: U74999GJ2019PTC106750, a company incorporated under Companies Act, 2013, having its Corporate office at 11th Floor, B- Wing, Heritage Skyz Building, Corporate Road, Prahaladnagar, Ahmedabad-380 015, India (“ClickCement”). In case of any conflict between the terms of any other document or contract and the Policy, the terms of the Policy shall prevail. It shall be your sole responsibility to read the terms and conditions contained herein carefully, during your use of the services offered on the Website.

1. Eligibility

1. Registration on the Website is mandatory for you to proceed with listing and selling your Products on the Website.

2. Any Seller desirous of listing on the Website is required to have a valid GST Registration Number (GSTIN) and a Permanent Account Number (PAN) (as provided in Registration Form).

3. All information required on the Website and mandatory in the registration form, will have to be provided, in order for you to register on the Website.

4. It shall be your responsibility to ensure that all the information provided at the time of registration is true and correct. ClickCement shall not be held responsible for any incorrect or untrue information provided.

5. You shall list Products and carry out communications, transactions and otherwise use all the Services of ClickCement only in the legal name of your entity and use only the official logo and your official email-id as your log-in id for the site.

6. You shall not impersonate any person or use a name that you are not legally authorized to use.

7. You shall also ensure that the information provided on the Website at the time of registration shall at all times remain updated

8. Upon completion of the registration formalities on the Website, ClickCement shall at its discretion proceed to allow you to list and sell your Products on the Website. ClickCement reserves the right to determine the Sellers who may be allowed to list and sell their Products on the Website. At no point of time can you challenge ClickCement’s decision to not allow you to list and sell your Products on the Website.

9. ClickCement reserves the right to decline to register you on its Website at its sole discretion. You agree not to challenge such decision.

10. It shall be your sole responsibility to ensure security of the account on the Website (“Seller Account”). You shall not share log-in details of your access to the Website with anybody. ClickCement shall not be held liable in any manner whatsoever for any violation of the security of the Seller Account. You shall be responsible for any action taken by a third party, other than a party authorized by you, using the password on this Website.

2. Listing Guidelines

1. Product Listing

   1. You shall be responsible to comply with all applicable laws and regulations along with the Policies whilst listing the Products on the Website and making the Final Offer. The description of the Products listed by you on the Website must contain all relevant details for the sale/purchase of the Products including name, price, packing, images, description, specifications, category, quality, quantity, potency, purity, payment methods, minimum/maximum order quantity, value of goods, freight charges, insurance charges, tax structures and other relevant information relating to the Product.

   2. You shall at all times provide accurate Product information on the Website. The Product description shall not be misleading and shall describe the actual condition of the Product. If the Product delivered to a customer does not match the Product description displayed on the Website, you shall be liable to refund all such amounts in accordance with PolymerKartReturns, Refund and Replacement Policy.

   3. You shall not list any item or link or post any related material that (a) infringes any third party Intellectual Property rights such as copyright, patent, trademark, service mark, trade secret and/or other proprietary rights, rights of publicity and/or privacy; or (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. You shall be solely responsible for any legal action brought by a third party in case of any violation of the Listing Guidelines.

   4. You shall be responsible to ensure real time and ready availability of Products listed on the Website.

   5. The sale of illegal, unsafe, or other such products is strictly prohibited. In addition, if ClickCement determines that a Seller's account has been used to engage in illegal activity or any kind, remittances and payments may be withheld or forfeited and the registration shall be terminated immediately. The sale of illegal or unsafe products can also lead to legal action, including civil and criminal penalties.

   6. Any violation of the applicable laws and regulations along with this Policy read with ClickCement Listing Guidelines may result in (a) cancellation of listings; (b) limits on listing privileges; (c) suspension of listing privileges; and (d) removal of listing privileges. ClickCement reserves the right to decide at its sole discretion whether a listing made by the Seller is appropriate or not and you agree not to challenge such a decision.

   7. ClickCement shall have the right to determine the content, appearance, design, functionality and all other aspects of the Website and the services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Website and the services and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products at its sole discretion.

2. Business Profile, Samples and Documentation

   1. For the purposes of better visibility and authentication, you are advised to share authentic supporting documents of the Business Profile listed by you, including your official Logo, with ClickCement. ClickCement also may, from time to time, request supporting documents from you to ascertain your capabilities in supplying and servicing efficiently the Products listed by you. Upon such request from ClickCement, you shall be obliged to provide ClickCement with all verification documents, trading information, quality certifications, process evidences, statutory registrations and company information which may be required to support your market standing and supply capabilities. ClickCement confirms that such documentation shall be shared by ClickCement only with the registered Buyers purchasing your Products.

   2. ClickCement may seek samples of your Products for better visibility, verification and authentication. You shall at all times ensure that the quality of Products delivered by you shall match the quality of samples provided by you.

   3. ClickCement reserves the right to delist or refuse to list (as the case may be) a Product, if ClickCement is of the opinion that the samples provided by you for such Product is of poor quality.

3. Returns Policy

1. Where a Product is a) Wrongly shipped and/or Not as per Product and Packing Description, b) Damaged in Transit, c) Short in Number or Quantity, PolymerKartenables the Buyer to generate an online Defects Advise which shall be displayed on the transaction dashboard of the Seller. Refer to the Returns, Refunds & Replacement Policy of the Website.

2. Returns, Replacement & Refunds before Putting to Useare a matter of discussion and negotiation between the Seller and Buyer. ClickCement can only facilitate such discussions and negotiations and act if necessary, in accordance with the final outcome, within the ambit of the User Terms & Conditions, other Policies and the Returns, Refund & Replacement Policy of the Website.

   1. The Seller may after negotiations with Buyer accept return of such Product and upon Buyer request also arrange for replacement of such Product. Such return and/or replacement shall be at Seller cost and shall be made within 7 (seven) working days from the date of request for such return/replacement from the Customer.

   2. While we consider Sellers as our strategic partners, in case of well supported requests from Buyer for return, refund and replacement against genuine grievancesabout the Product, before putting to use, such as :

      1. Wrongly shipped and/or Not as per Product and Packing Description,

      2. Damaged in Transit,

      3. Short in Number or Quantity,

      ClickCement reserves the right to either (i) deduct the corresponding debit note amount from the next payment to be settled to you from ClickCement; or (ii) require you to pay such refund amount to ClickCement within 7 working days from the return request, whichever is earlier. ClickCement shall still be entitled to its full service charge in the manner indicated hereinabove.

3. Returns, Replacement & Refunds on Products found defective or not as per Specification after Putting to Useare discretionary and solely determined by the business terms and conditions of the Seller with the respective Buyer.

   1. The Seller may after negotiations with Buyer accept return of such Product and upon Buyer request also arrange for replacement of such Product. Such return and/or replacement shall be at Seller cost and shall be made within 7 (seven) working days from the date of request for such return/replacement from the Customer

4. If the Seller after negotiations with Buyer acceptsto refund on such Product then the Seller has to immediately and in no event later than 7working days, refund the negotiated payment amount to ClickCement account - which will be refunded online to the Buyer’s designated Account within next 7 working days after the refund amount is received from the Seller.

5. ClickCement shall be entitled to set-off the entire amounts of service charges or fees in respect of any return and replacement of the Products from any amount payable to ClickCement.

6. In case of any dispute arising between you and the Customer the ClickCement Returns, Refund and Replacement Policy shall be final, overriding, binding and incontestable on all.

4. Cancellation and Refunds

1. ClickCement reserves the right to cancel Orders where:

   • Product is no longer available with the Seller or temporarily out of stock;

   • Limitations on quantities available for purchase;

   • Inaccuracies or errors in product or pricing information;

   • Inaccurate or incomplete addresses;

   • Non-serviceable locations;

   • Inconsistent or incorrect Banking information

   • Any other reason

2. The Seller must ship out the Customer order within 4 days of the online Confirmed Order or online Advance Payment otherwise the Order is liable to stand cancelled.

   1. In case of any unforeseen inability to ship out the Seller has to within 12 hrs of the online Confirmed Order or online Advance Payment communicate in writing to clickcement.app@gmail.com such inability with complete reasons for not being able to ship the consignment.

3. ClickCement also reserves the right to cancel any Orders in case any of the aforementioned situations warrant cancellation of the same. ClickCement shall notify the Customer of any such cancellation specifying the reasons for the same.

4. If under any circumstance the Advance Payment has been actually settled and remitted to Seller account, the Seller will have to immediately and in no event later than 7working days, refund the entire Advance payment amount, againstanycancelled Order to ClickCement - which will be refunded to the Buyer net of service charges, within next 7 working days after the refund amount is received from the Seller

5. The Customerciting sufficient reasons can also voluntarily cancel the order online before it gets ready for dispatch by the Seller. Once advised Customer through email communication, ClickCement shall contact the Seller and provide the reasons submitted for cancellation and try to stop the shipment as far as possible.

6. Only if the Seller accepts the Customer’s reasons and agrees to the request for cancellation of shipment, the order shall stand cancelled and the Seller will have to immediately and in no event later than 7working days, refund the entire payment amount if settled and remitted to Seller account, against the Order to ClickCement - which will be refunded to the Buyer net of service charges, within next 7 working days after the refund amount is received from the Seller

7. In any case, whether the order is cancelled by the Seller for any reasons whatsoever or out of any of the aforementioned discrepancies under 4.1 and 4.3), by ClickCement, if the Customer has made Advance payment for an Order, ClickCement shall be debit the Seller account for its entire service charges.

8. If the Buyer/Customer has made Advance payment for an Order and the cancellation of an Order is due to request from Buyer/Customer, ClickCement shall be entitled to charge its entire service charge to the Buyer/Customer while refunding the balance amount which will be remitted to the Buyer net of service charge, within next 7 working days after the refund amount is received from the Seller.

9. Should Buyer cancel Order after Seller has incurred costs, Seller shall be entitled to raise an invoice for commercially reasonable and documented costs, which the Buyer is obliged to bear.

10. In case of any dispute arising between you and the Customer, the ClickCement Returns, Refund and Replacement Policy shall be final, overriding, binding and incontestable on all.

5. Returns, Replacement and Refund

1. Under the Returns, Refund and Replacement Policy, the Seller after negotiations with Buyer may want to accept to refund on such Product. In such case the Seller has to immediately and in no event later than 7working days, refund the negotiated payment amount to ClickCement - which will be refunded online, net of service charges, to the Buyer’s designated Account within 7 working days, after the refund amount is received from the Seller.

2. 2PolymerKart shall be entitled to set-off the amounts of entire service charges from the Seller in respect of any return and replacement of the Products out of any amount payable tothe Buyer.

6. Order Management Policy

1. ClickCement will provide the necessary mechanism for management of Order, Payment and Shipment in real time, with status email notifications, providing a complete browser based Source to Pay experience to the Users with all transactions activated, accounted, reflected and recorded on User transaction dashboard on the Website.

2. When a Customer elects to purchase a Product through the Website, ClickCement shall receive the Order for the Product displayed/distributed on your behalf only in the capacity of an online marketplace that provides an access to the Website, marketing and distribution channel to you.

3. On receipt of the Order from the Customer, you shall make the necessary Products ready within the timeline of 4 Days from the date of Confirmed/Paid Order, for dispatch. You shall pack the Product as per industry standards in an appropriate fashionfollowing the Packing description provided by you while listing the Product, to protect it from damage during transportation of the Product from your warehouse to the Customer’s desired point of delivery. To facilitate dispatch of the Order, any of the following delivery models may be used:

   1. Delivery by the Seller

      Under this delivery model, the Order shall be delivered directly by you to the Customer’s desired addressin the destination city using courier/trucking / private vehicle. You shall upon receipt of the Order from the Customer, immediately arrange to deliver the Product/s to the designated address as early as possible and in any event to ensure that the Product is dispatched within the ClickCement prescribed Time of 4 Days from the date of the Confirmed/ Advance Paid Order.

   2. Immediately upon dispatch of the Order, you shall be required to provide online on the Shipment Details Form the E-way Bill number, Consignment number, Consignment Receipt number, details of Transporter/ Courier/shipment agency, Contact details of Transporter /Courier person-in-charge, etc. immediately followed by Proof of delivery- Consignment/Transport Receipt and/or E-way Bill which have to be sent in original to the Billing address of the Buyer/Customer to enable him to take delivery of Product from the transporter/courier. You shall be required to ensure that the Buyer/Customer Order is packed in the manner specified by you in the Product Listing and sealed as per industry norms and standards for the Product.

   3. The competitiveness of your Final Offer to the Buyer shall be based on the numerical comparison of the Total Landed Order Value of the Order. Hence it is important that the logistics charges for delivery of the Product are properly negotiated by you with a reputed All-India services carrier or courier on a long-term contract basis for overall competitiveness of your Offer.

   4. ClickCement reserves the right to add, at its discretion, other delivery models in the future and the same shall be notified to you, from time to time.

   5. In the event that, there is any delay in dispatching or delivering (as the case maybe) of the Order, for any reason, the Order is liable to stand cancelled (if shipment is not made in 4 Days from the date of Confirmed/Paid Order, ClickCement will be immediately informed by you through an e-mail to clickcement@gmail with reasons for the same, along with the expected time of dispatch or delivery, so that the Customer may be appropriately informed. You shall undertake to dispatch or deliver (as the case may be) the Product immediately and in no event later than the period mentioned in your e-mail to ClickCement.

4. You shall ensure that the Products dispatched are of the specifications ordered and there is no variation whatsoever in the specified quality and grade, order quantity and packaging standard. The necessary guarantee/warranty may also be needed to be provided by you to the Customer. You shall also be required to keep PolymerKartupdated of any circumstances or nature that shall impact or have an adverse effect on the delivery of the Product post shipment and in transit before it reaches the destination.

5. Payment Policy

   For all orders placed on the Website, ClickCement will collect only Advance Payments on your behalf through the ClickCement authorized Payment Gateway. Thus, you hereby authorize ClickCement to carryout this process and collect, facilitate, and remit Advance payments to you, received from the Customers. You also agree that, in doing so, ClickCement will be merely acting as your limited agent with the sole intent and purpose of facilitating the sale and purchase of the Products through the Website. Further, you agree that the payment facility provided by ClickCement is neither a banking nor a financial service but is merely a facilitator for the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery. Further, by providing this payment facility, ClickCement is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

7. Payment Terms

1. You shall quote the best, lowest and competitive unit Base selling price per Kilogram/Litre(excluding taxes and freight charges) for each Product on the Website. You shall be solely responsible for the payment of all the applicable taxes, duties, charges and levies including but not limited to GST and other Government duties & levies.

2. The Customer shall be required to remit the Advance amount specified by you to ClickCement through a ClickCement designated Payment Gateway only.ClickCement shall collect the total amount paid by the Customer on your behalf.

   1. The received amount shall be kept on hold in an official nodal account designated by the Payment Gateway for ClickCement.

   2. The amount collected for an Order (less ClickCement Service Charges) shall be duly settled to Seller registered bank account ONLY after the Shipment is contracted and commenced by the Seller and the shipment details are documented by the Seller through the Online “Shipment Made”facility provided on Website. This risk management process is important as it ensures a neutral and trusted mode of Advance Payment to the Seller and a Delivery Assurance modality to the Buyer.

3. ClickCement also provides the option of a“Payment After Receipt”Facility to the Seller to be offered to a known Customerduly vetted by the Seller. The Seller can choose the number of days of credit he is prepared to offer to the Customer. This Facility once offered cannot be changed back to the Advance mode.

   1. You shall choose the Customer with due care and proper background checks before offering this Facility in the Final Offer.

   2. You hereby authorize ClickCement to assist Customers to carry out the payment process online with an interface facility, enabling bank transfers including providing the Banking information submitted by you and recording all payment transfers from the Customers after the receipt of your Product. ClickCement shall not be responsible in any way for the non-receipt of payment after receipt of Product or any refund and/or replacement claims, settlements and payouts necessitated to the Buyer/Customer using this Credit Facility from the Seller

   3. You shall ensure that the Buyer makes the payment Online after the completion of the credit period usingONLY the access interface available on the site, which officially provides the Banking information that you have submitted to ClickCement, to the Buyer.You shall not offer any alternate remittance options and also ensure that no offline payment communication is established with the Buyer/Customer which may be detrimental to the business/commercial interests of ClickCement.

   4. If ClickCement determines thatyou have agreed to accept/ accepted payments getting due after the Credit Period through an offline mode outside of the ClickCement access interface it shall be considered as a breach of this Agreement and ClickCement reserves the right to terminate your registration as per the Terms and Conditions of this Agreement.

   5. ClickCement holds the authority to temporarily/permanently suspend/terminate your account or refuse access in case of non-payment of service charges due from you to ClickCement. ClickCement also reserves the right to take legal action for the same.

   6. You also agree that, in offering you the option of providing a Credit Facility to your Buyer/Customer, ClickCement will be merely acting as your limited agent with the sole intent and purpose of facilitating the sale and purchase of the Products through the Website. Further, you agree that the assistance facility provided by ClickCement is neither a banking nor a financial service but is merely a facilitator for the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery. Further, by providing this payment facility, ClickCement is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

4. For the Services provided by the ClickCement through the Website, ClickCement shall be entitled to a Service charge defined and detailed in the Seller Agreement, for sale of any of the Products transacted by you on the Website.The Service charge shall apply once the Advance amount is paid by the Buyer, whether the shipment is made or not.

   1. ClickCement shall have the right to revise the Service charge percentage with prior notice of 24 hours by way of e-mail, without assigning any reason for such revision. Your use of the account on the Website after modification/amendments of the marketing fee shall be deemed as acceptance of these modifications/amendments by you.

   2. The Buyer payment to the Seller shall be calculated in the following manner:

      Seller payable = (Final Base Selling Price per unit Quantity corresponding to the Final Buyer Order Qty X Final Buyer Order Quantity) + Packing Forwarding and Freight Charges + Insurance Charges + Applicable GST – ClickCement Service Charge - TCS @ 1% of net value of taxable supples - TDS @ 1% of Gross sales value of supplies

   3. How to claim TCS and TDS amount ?

      E-commerce operators have to file GSTR-8 by 10th of the next month in which the tax was collected. The TCS detail submitted by the operators in GSTR-8 will be available to all the suppliers in GSTR 2A. The suppliers will avail GSTR 2A after the due date of filling GSTR-8. The tax collected will be reflected in the electronic cash ledger of the respective suppliers. The suppliers can claim the credit accordingly after matching and reconciling the supplies with the details in GSTR 2A.

   4. The E-commerce operator is required to issue Form 16A to the E-commerce seller. This form can be used by the seller to claim credit of the tax deducted while filing the Income Tax Return

5. The Website provides a Featured Seller Facility. The provision of this facility is governed by specific and special Terms of Use mentioned elsewhere on the site. ClickCement reserves the right to run promotion, ad campaigns offering discounts across various Product categories. Similarly, you can also do so across its Product categories using this Facility.

6. ClickCement shall be responsible to only settle the Advance Payment amount received from the Buyer as decided by the Seller in his Final offer to the Buyer, from the full Invoice amount arrived at in accordance with 7.4.2 above received through the payment gateway onSeller behalf. Such payment for the successful Orders shall be transferred to Seller designated bank account registered on the Website in accordance with the following payment cycle but subject to the successful implementation of conditions under the Seller Agreement and Shipment Policy mentioned elsewhere on the site:

   1. Amount received from the Customer during 1st to 10th day – 15th of same month;

   2. Amount received from the Customer during 11th to 20th day – 25th of same month;

   3. Amount received from the Customer during 21st to end of the month – 5th of next month.

7. You agree that all commercial terms such as dispatch, delivery of the Products, etc., are contracts between the Buyer/Customer and you and the payment facility provided by ClickCement is merely used by the Buyer/Customer and you to facilitate completion of the transaction. PolymerKartis not liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever. ClickCement is merely a marketplace operating that connects you with the Customer.The Service charge shall apply once the Advance amount is paid by the Buyer, whether the shipment is made or not.

8. ClickCement holds the authority to temporarily/permanently suspend/terminate your account or refuse access in case of non-payment of fees due by you to ClickCement. ClickCement also reserves the right to take legal action for the same.

8. Seller’s Obligations

1. You shall provide full, correct, accurate and true description of the Product so as to enable the Customers to make an informed decision.

2. You shall not send any promotional or any other communication information with the Products ordered by the Customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of ClickCement.

3. You shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Website and for which the Customer has placed the Order.

4. You shall at all times during the pendency of this Policy endeavour to protect and promote the interests of ClickCement and ensure that third party rights including Intellectual Property rights are not infringed.

5. You shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to those pertaining to Intellectual Property rights.

6. You declare that you are authorised to sell the Products on the Website to the Customer. The copy of such ownership/licences/authorization shall be provided on demand without failure and/or protest.

7. You shall be responsible to provide to ClickCement, for the purpose of the creation/display on the Website, the Product description, quality specifications, images, brand, grade, price, packaging and such other details for the Products to be displayed and offered for sale.

8. You shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the Products offered for sale through the Website.

9. You shall, as far as maybe practicable, ensure prompt dispatch within the time frame of 4 Days prescribed by ClickCement above in the Policy and comply with other terms and conditions of this Policy. You shall also be required to update the online Shipment details Form and upload the Transport document to keep the Buyer/Customer informed of the status of the Order placed by the Customer.

10. Every Online Transaction on ClickCement generates a unique automated Proforma Document with a unique Transaction ID which contains all Product, Price, Quantity, Tax, Freight, Delivery & Payment terms, Shipment & Payment status etc. related inputs of a combined Invoice, Transport Document and Payment Receipt. The Buyer/Customer also has access to this Document, You shall use this Proforma Document in all transaction related discussions and negotiations with the Buyer/Customer. Every shipment also generates relevant Transit Forms with the Transit document uploaded by respective users.

11. You acknowledge that ClickCement plays merely the role of a facilitator and therefore, you shall be solely responsible for any dispute that may be raised by the Customer relating to the goods, merchandise and services provided by you. On written notification of any third party infringement, ClickCement reserves the right to immediately and without prior notice, remove any and all of your Products from the Website.

12. You accept and understand that if you are found indulging in providing false information or counterfeit products, ClickCement may initiate civil and/or criminal proceedings against you.

13. You agree and acknowledge that (i) the Website is owned by ClickCement; (ii) the permission granted by ClickCement to use the Website as an online marketplace is on a non-exclusive basis; (iii) ClickCement reserves the right to deny access to you to its account on the Website; and (iv) all data derived as a result of this Policy will be owned by ClickCement.

14. You acknowledge that in the event of any breach or delay in the fulfilment of its obligations, due to any reason, ClickCement shall not be held liable/responsible for the same. The responsibility for redressal of any complaints of the Customers will rest solely with you at all times. ClickCement shall only provide communication channels to facilitate early settlement of grievances and disputes.

15. You shall be responsible at all times for maintaining the inventory of the Products contemplated to be displayed and/or sold through the Website, providing Product information, continuous updates on the status of the Products and delivery thereof to the Customers.

16. You shall update stock/inventory of all Products vide the “Maximum Order Quantity”that you intend to sell through the Website, on day to day basis, through your log-in access, as prescribed by ClickCement from time to time, so that only those Products are listed whose stock is available with you. The “Validity” of the Maximum Order Quantity has also to be kept updated from time to time.

17. You shall not deliver any Products to the Customers which:

    1. do not correspond with the description as stated in the Website against those Products;

    2. are not of the same quality standards as mentioned in the Website;

    3. do not serve the purpose for which the goods/services are meant as described on the Website;

    4. are counterfeit, copied, pirated, fake, spurious, defective in nature, damaged, are of lower quality;

    5. are not legally permitted to be sold in India;

18. You shall be solely responsible for quality of the Products as offered to be sold through the Website and you shall also assure and undertake not to market, sell, offer any counterfeit/ damaged/ spurious/ refurbished/ stolen Product.

19. You agree and undertake that the Product/s delivered by you are accompanied with invoice, delivery, guarantee cards, instruction manuals, free material, etc. including all other relevant documents as required under applicable law. You agree to provide actual proof of dispatch and other related documents onlineto ClickCement.

9. Seller’s Warranties

1. . By proceeding to register with the Website and list your Products on the Website, you confirm that you have all the requisite power and authority to execute this Policy and have been fully authorized by all requisite corporate actions to do so. You further represent that the execution and performance of this Policy by you does not and will not violate any provision of any existing agreement, law, rule or regulation.

2. You shall at all times abide by the terms and conditions of the Policy. You shall deliver the Products to the Customer in a timely manner and in accordance with all applicable laws, rules and regulations.

3. You represent that you are competent to contract and are not disqualified under any law in India and you have all the necessary licenses and registrations required for selling Products online as may be required under the applicable laws of India, with respect to Contacts, Tort and Negligence.

4. Your Products listed on the Website will not be listed on any other website at a price less than the selling price on the Website.

5. You shall not transact with the Customer off-line at any point in time for Transactions generated on-line through ClickCement.

6. You shall attend to any queries or complaints regarding specifications of the Products listed by you on the Website, from the Customer, within 1 (One) day of the date of receipt of complaint.

7. You confirm that you deal only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. You further declare that you shall not violate the Intellectual Property rights of any third party and for any breach or violation of such Intellectual Property rights, you shall be solely responsible.

8. The contents of the Products, text or images, being uploaded on the Website, shall not be obscene, defamatory or scandalous in any manner, or capable of hurting the religious sentiments of any segment of the population.

9. You shall not use any Intellectual Property of ClickCement in any manner without its prior written consent.

10. ClickCement invests significant efforts and resources into finding and matching Buyers and Sellers. When we introduce a Buyer and a Seller, they must transact exclusively through ClickCement for 12 months following the first transaction (Non-circumvention period). Seller must bring to ClickCement attention any attempts by a Buyer to approach Seller directly during the Non-circumvention period and in such a case Seller must direct the Buyer back to the ClickCement marketplace to book the Order.

10. Exclusivity

The Parties agree that this Policy is non-exclusive in nature and ClickCement reserves the right to enter into similar transactions with any entity or individual, whether or not they are your competitors.

11. Ownership of the Products

1. Ownership of Product(s) purchased by the Customer will be transferred to the Customer after successful delivery, until which ownership lies with you. As an intermediary, ClickCement will provide the facility of a safe end to end business transaction online with the soft technology for facilitating smooth transfer of goods between you and the Customer.

2. You hereby accept all the terms mentioned in Returns, Refunds & Replacement Policy and shall accordingly agree to proactively engage in discussions and negotiations with your Buyer/Customer when the Buyer/Customer has grievances and complaints about your Products and strive for amicable and speedy resolution of their complaints and all other outstanding matter in the manner indicated in this Policy.

3. The warranty in relation to the branded Products listed on the Website shall be provided by the manufacturer of such Products. However, such warranty shall not be available in case of unbranded Products. In case of branded Products ordered by the Customer, you shall ensure that you shall proactively communicate to the manufacturer and try to avail the best returns, refunds and replacement solution for the affected Buyer/Customer against any manufacturing defect or damage.

12. Intellectual Property

1. You confirm that you own or otherwise control all of the rights to the content that you may submit on the Website, and that the use of such materials by ClickCement will not infringe upon or violate the rights of any third party. You agree that all consequent liability for violation of this covenant will be borne by you alone.

2. By proceeding with registering on the Website and listing Product/s on the Website, you hereby grant to ClickCement, a limited, non-exclusive license to use your brand name and trademark/copyrights/ designs/logos and other Intellectual Property owned and/or licensed by you, for the purpose of this Policy and reproduction on the Website, any of ClickCement’s advertising materials and such other places as ClickCement may deem necessary.

3. You shall ensure that you have the requisite rights and capacity to grant a license to ClickCement and all the approvals and/or licenses pertaining to display of third party brands and logos and does not violate Intellectual Property (as defined below) rights of any third party including copyright, patent, trademark, service mark, trade secret and/or other proprietary rights, rights of publicity and/ or privacy.

4. Nothing in this Policy will prevent or impair ClickCement’s right to use without your consent, the content and any other materials provided by you, to the extent that such use is allowable without a license from you under applicable law.

13. Confidentiality

1. You agree and undertake to keep all data or information relating to ClickCement or its affiliates, that it has access to due to the existence of this Policy, confidential; and you shall not disclose, publicize or sell this data or information to any third party without prior written consent of ClickCement.

2. All information of the Customers shall belong exclusively to ClickCement and you shall not use the same for your benefit or for the benefit of any other person.

3. The obligations of the Seller under this Clause shall survive the termination of this Policy.

14. Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES SHALL BE AT YOUR SOLE RISK. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE SERVICES AND ALL CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF QUANTUM OF SALES, NON-RECEIPT, SHORT-RECEIPT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING IN THE COURSE OF DEALING OR USAGE OF TRADE. ClickCement, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE AND THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE WEBSITE AND THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITE AND THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE NOT TO HOLD ClickCement LIABLE FOR ANY LOSS SUFFERED BY YOU BASED ON YOUR RELIANCE ON OR USE OF THE WEBSITE, THE SERVICES, OR ANY CONTENT. ClickCement MAY AT ANYTIME CHANGE THE FEATURES AND FUNCTIONALITIES OF THE WEBSITE, INCLUDING THE USER INTERFACE AND DESIGN.

15. Limitation of Liability

IN NO EVENT SHALL ClickCement, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS. IN CASE THE LAW PROHIBITS COMPLETE EXCLUSION OF LIABILITY, ClickCement’S AGGREGATE LIABILITY (WHETHER UNDER CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) AND THAT OF ITS AFFILIATES SHALL BE LIMITED TO THE MARKETING FEES PAID TO ClickCement BY THE SELLER.

16. Indemnification

1. You agree to indemnify and hold harmless ClickCement, its directors, employees, officers, representatives and agents from and against all losses, costs, damages, claims, suits, actions, proceedings, expenses, liabilities, and demands (“Claims”) howsoever arising from or in connection with or on account of any breach or non-fulfilment of any of your obligations, warranties, representations or undertakings or any terms and conditions of this Policy or non-performance of any of its obligations under this Policy to thesatisfaction of ClickCement, including but not limited to

   1. Claim(s) for any infringement of any Intellectual Property rights or any other rights of any third party or of law,

   2. Claim(s) arising out of any breach of your obligations contained in the Policy,

   3. Claim(s) concerning quality, quantity or fitness for use of the Product,

   4. loss or damage suffered or incurred on account of contravention of applicable laws pertaining to the Products and their packaging and handling,

   5. Claim(s) arising out of your non-compliance or contravention of any applicable laws or regulations including but not limited to Intellectual Property laws, goods & services tax, the standards of weights and measures legislation and excise and import duties or

   6. any loss or damage due to inadequate or improper packaging including any breach of the packing norms prescribed by the applicable law.

2. ClickCement shall not be liable for any claims, damages, arising out of any negligence, misconduct or misrepresentation by you or any of your representatives.

17. Termination and Suspension

1. Without prejudice to its right to receive any outstanding marketing fees or any other charges from you, ClickCement reserves the right to, at its sole discretion, terminate this Policy and/or suspend your access to the Website, without any prior written notice. ClickCement may also prohibit you from listing any particular items, if it considers deem fit.

   1. In case there is a return rate of 10% of the Products delivered by you over a period of preceding 90 days, ClickCement, may at its discretion, suspend your account till further notice.

   2. In case there is a non-shipment rate of 10% of the Products delivered by you over a period of preceding 90 days, ClickCement, may at its discretion, suspend your account till further notice.

2. Dispute Resolution

   1. Dispute between Customer and Seller

      You confirm and acknowledge that ClickCement is a mere facilitator and its role is limited to provision of the Website as a platform for selling of Products. ClickCement shall not at any time, be made a party to any dispute between the Customer and you.

   2. Dispute between ClickCement and Seller

      Any dispute arising out of or in connection with this Policy shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by ClickCement. Arbitration proceedings shall be held at Ahmedabad, Gujarat, India. The decision of the arbitrator shall be final and binding on the parties.

3. Governing Law & Jurisdiction

   The Policy shall be governed by and construed in accordance with the laws of India. The courts of Ahmedabad, Gujarat, India, shall have exclusive jurisdiction in connection with this Policy.

4. No Partnership or Agency

   The Parties to this Policy are independent contractors and nothing in this Policy or any of the arrangements contemplated by it shall be deemed to constitute a partnership between the Parties, nor constitute any Party as the agent of another Party for any purpose, except as may be expressly set out in it, or entitle any Party to commit or bind another Party in any manner.

5. Amendments

   ClickCement reserves the right to change any of the terms and conditions contained in this Policy or any policies or guidelines governing the Website or Services, at any time. You are therefore advised to regularly check the Policy to ensure compliance.

6. Force Majeure

   Any delay in or failure to perform any obligations by the Parties under this Policy shall not constitute default if and to the extent caused by a force majeure event when Parties can suspend or terminate the performance of heir obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible.