Terms and conditions

AGREEMENT WITH SELLER

1. This Agreement is executed on this ___________day of _______________(month), 2017 between: STEEL ON CALL SERVICES (INDIA) PRIVATE LIMITED(SOCSIPL) a company incorporated under the Companies Act, 2013, having its registered office at Visakhapatnam,Andhra Pradesh (hereinafter referred to as, “SOCSIPL”. which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the First Part, and __________________________________________________________(Company Name )a company incorporated under the Companies Act, 1956, having its registeredofficeat_____________________City/Town(Place),______________________(State)(In Case of proprietorship, The name of proprietor to be mentioned)(hereinafter referred to as, “Seller”. which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the Second Part. (STEELONCALL SERVICES (INDIA) PRIVATE LIMITED and Seller may be referred to as ‘Party’ individually and as ‘Parties’ collectively, as the context may require).

2. RECITALS SOCSIPL carries on the business inter alia, of the business of sales promotions, marketing, fulfillment services, and collection services.

3. SOCSIPLowns a website which is an online market place as well as SOCSIPL will create various business facilitation centers for buyer’s shopping convenience, where users of the Website/facilitation center can place order/(s) on various listed Seller to fulfill the same.

4. SOCSIPL’ s role is limited to managing Website over which the products are displayed and other incidental services such as logistic management, payment collection, customer interaction, etc.are provided to enable the transactions between the Sellers and the Buyers.

5. NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions:

(i) “Buyer” shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services. (ii) “Order” shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services. (iii) “Website” means ‘www.steeloncall.com’ and instances of the same (iv) “Seller Control Panel” means a uniform resource locator (“URL”) provided by STEELONCALL SERVICES (INDIA) PRIVATE LIMITED (SOCSIPL) to Seller with a unique login and password to update the order status, price and inventory on the same. (v) “Web Price” means the price at which the product is published to the buyers on SOCSIPL website, provided by seller (vi) “Transfer Price” means the price which is commercially agreed between the seller and SOCSIPL and payable to the seller against the confirmed delivery of the shipments to the buyer. (vii) “COD(Cash on Delivery)” means the receipt of payment upon physical delivery of goods or services to the actual buyers. (viii) “Seller” means who agreed to supply material to the buyer through SOCSIPLwebsite who have registered with SOCSIPL.

ORDER MANAGEMENT:

2. STEELONCALL SERVICES (INDIA) PRIVATE LIMITED (SOCSIPL) reserves the right to select the products to be displayed on its Website i.e. www. steeloncall.com and also reserves the right to determine the Sellers who may sell on the Website.

3. SOCSIPL shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by SOCSIPL on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.

4. SOCSIPL shall provide the necessary back-end infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of product to the end Buyers. SOCSIPL will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Control Panel” and packaging guidelines shall be shared through e-mail. Seller shall provide product or service actual content and images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by SOCSIPL or any other mode as may be notified by SOCSIPL from time to time.

5. On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 3 (three) working days. In case of delay, SOCSIPL will be immediately informed by Seller in writing, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above, SOCSIPL will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by SOCSIPL from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc. to the Buyer directly, indirectly and /or through email, SMS or any other electronic or physical mode, whether directly or indirectly.

FINANCIAL TERMS:

6. The Seller agrees and acknowledges that it will pay the marketing fees as agreed by STEELONCALL SERVICES (INDIA) PRIVATE LIMITED (SOCSIPL) towards the services provided by SOCSIPL for all the orders received through “www.steeloncall.com”.

7. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes SOCSIPL in the capacity of marketing agent to discover and display the market price payable by the Buyer, on the basis of the prices given by seller which are uploaded in the SOCSIPLwebsite from time to time.The seller is bound to supply the material to the buyer for products which are displayed on SOCSIPLprovided by seller.However, Seller will have full right to withdraw the all products or some of the products.

8. Once PO is placed on the seller within the quantities displayed by seller and price declared in the SOCSIPL by seller, the seller is bound to service the order, even though there is any price variation due to market condition.

9. SOCSIPL shall release the payment within 5 working days after servicing the Purchase Order through Banker cheque /RTGS/ NEFT.

LOGISTICS AND CONSUMER RIGHTS:

10. The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only. As a large market place, STEELONCALL SERVICES (INDIA) PRIVATE LIMITED (SOCSIPL) will extend its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. For all logistic purpose, the “Seller” will ensure to use nominated Logistic Partners and/or to be nominated logistic partners in future. “SOCSIPL” from time to time will engage the renowned logistic partners which will facilitate to place a vehicle from your designated place as registered in the website and loading, other formalities to be completed by the seller.

11. Seller will offer standard manufacturers or seller warranty associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller shall issue a suitable, duly stamped, manufacturer’s Test Cerficate to the Buyer with the product at the time of dispatch of the material. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.

INTELLECTUAL PROPERTY RIGHTS:

12. Seller recognizes and confirms that STEELONCALL SERVICES (INDIA) PRIVATE LIMITED has the exclusive right to supervise, allow and reject the contents of the Website. STEELONCALL SERVICES (INDIA) PRIVATE LIMITED shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.

13. Seller hereby grants to STEELONCALL SERVICES (INDIA) PRIVATE LIMITED the right to display/delist the product (as updated or to be updated by the Seller on the Seller Control panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has the necessary rights to grant such permission to STEELONCALL SERVICES (INDIA) PRIVATE LIMITED and agrees to indemnifySTEELONCALL SERVICES (INDIA) PRIVATE LIMITED in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.

14. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of STEELONCALL SERVICES (INDIA) PRIVATE LIMITED, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of STEELONCALL SERVICES (INDIA) PRIVATE LIMITED’s website “www.steeloncall.com” or any other information which is treated as confidential by STEELONCALL SERVICES (INDIA) PRIVATE LIMITED, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify STEELONCALL SERVICES (INDIA) PRIVATE LIMITED against the breach of this clause.

REPRESENTAION AND WARRANTIES:

15. Seller shall, at all times and to the complete satisfaction of STEELONCALL SERVICES (INDIA) PRIVATE LIMITED and without demur indemnify and hold STEELONCALL SERVICES (INDIA) PRIVATE LIMITED harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against STEELONCALL SERVICES (INDIA) PRIVATE LIMITED by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.

16. Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either self-manufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible.

MISCELLANEOUS:

17. If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held at Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.

18. This agreement may be terminated by STEELONCALL SERVICES (INDIA) PRIVATE LIMITED or the Seller by giving 30 (thirty) days’ notice in writing. However, in the event of a material breach of the terms of this Agreement, STEELONCALL SERVICES (INDIA) PRIVATE LIMITED may terminate this Agreement at any time at its sole discretion, without giving 30 (thirty) days’ notice in writing.

19. Both parties agree for followings:-

i. Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.

ii. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.

iii. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.

iv. The relationship between both the Parties to this Agreement shall be on a principal-to-principal basis and nothing in this agreement shall be deemed to have created a relationship of an agent or partner or joint venture between the parties.

v. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto and supersedes all existing contracts or agreements, written or oral, between the parties hereto.

vi. Governing Law: This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the India, , and both parties further consent to jurisdiction of courts of Telangana.

vii. Amendments: No alteration, modification, amendment or other change of this Agreement shall be binding on the parties unless in writing, approved and executed by Consultant and an authorized executive officer of the Company whether by operation of law or otherwise.

viii. Headings The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

ix. Force Majeure Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences by force majeure.

x. Confidential Information in performing its obligations under this Agreement, both the Parties shall each disclose to the other confidential and proprietary information relating to their respective obligations only. This information should not be used for any other purpose except mentioned above and should maintain the confidentiality.

The Crips of the agreement as follows:

1. The seller agrees to display the prices and spar able quantities for various categories and brands of steel material on SOCSIPL website, which is a platform to the buyer to book order. The seller has to update the prices and spear able quantities from time to time as and when required through seller Control Panel in SOCSIPL website.

2. The Purchase Orders will be placed by SOCSIPL on the seller for the orders booked by the buyer.

3. The seller service the purchase order placed by the buyer through SOCSIPL within 3 days. In case any delay in exception cases, the same should be communicated to steeloncall representative without fail.

4. The prices and the quantities are firm till the servicing of the PO placed by the buyer through SOCSIPL.

5. Seller ensures correct weighment of the product and quality of the product, proper package and should provide Test certificate along with the material.

6. Seller shall bear to and pro transport charges, handling charges for the material and service charges to SOCSIPL if material is returned by the buyer in case, the material is not supplied as agreed brand and quality.

7. In case the seller supplies the material in shortage, the seller has to bear the cost of the shortage quantity.

The above Terms and Conditions stated above are agreed by the both parties i.e. Party-1: Authorized representative of SOCSIPL and Party-2: The Authorized representative of seller and signed in witness of:

Party-1: Name and Signature (with Date) of Authorized representative of SOCSIPL

Name:

Signature:

Date:

Party-2: Name and Signature(with date) of Authorized representative of Seller

Name:

Signature:

Date:

Witnesses:

Name and Signature(with date)

Name:

Signature:

Date:

2.Name and Signatures (with Date)

Name:

Signature:

Date: