Medbee reserves the right to update/change Terms & Conditions without prior notice and to suspend/terminate the accounts of its buyers/sellers without prior notice.
1. Definitions
For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.
2.1. Payment for Sign-up Fees Seller shall make the payment for sign-up fees as specified in Form _______ for the creation of the Online Store at the time of executing this Agreement. Payment of sign-up fees shall be made 100% in advance unless otherwise specified. The service tax or any other applicable taxes shall be charged by the Company at the applicable rates
2.2. Non-Refundable Sign-up Fee The aforementioned sign-up fee is non-refundable and is for the creation of the Online Store. The Online Store shall be displayed on the medbee.in Shopping website during the duration of this Agreement.
2.3. Payment Collection and Service Charges The Company shall collect the payment on behalf of the seller for orders received through the Online Store. In consideration of the services rendered under this Agreement, the Company shall charge service charges to the seller at the rates specified by the Company in the terms and conditions.
2.3.1 Payment to Seller The Company shall pay the Seller an amount recovered as the Price minus the sum of shipping charges, service charges, and shipment costs in respect of approved orders through the Online Store. The shipment cost will be levied at 2% per transaction by a particular Buyer. This Shipment cost will be independent of the Quantity shipped for a transaction by a particular Buyer. However, in the event that the seller handles the Shipment of the Products, the Company shall pay the seller an amount recovered as the Price minus the service charges. Any amount to be paid to the seller by the Company shall be paid net of reversals.
2.4. Order Reversals In the event of any order reversal due to reasons such as "Damaged product," "Quality Issue," "Not delivered," or "Wrong Item delivered," the seller agrees that the Company shall levy service charges, plus a penalty equal to the service charge of the product (up to a maximum limit of Rs 1000), and these charges will be deducted from the amount due and payable to the seller.
2.5. Out of Stock Furthermore, the Company shall debit the service charges (up to a maximum limit of Rs 1000) to the seller in the event the product cannot be delivered by the seller due to being "out of stock." In such an event, the seller shall be liable to bear all the costs and claims (including the cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
2.6. Payment Reimbursement Payment reimbursement of the Sale Proceeds to the seller shall be done by the Company in the following manner:
2.6.1. Advice List Preparation Seller shall prepare a consolidated advice list of all orders delivered to the Buyer, 5 times a month for every 7 days.
2.6.2. Payment Processing and Dispatch The Company shall, within 7 working days of receiving the advice, process the amount due to the seller and dispatch the Cheques / Demand draft favoring "________________________" / online transfers.
2.6.3. Deduction of Charges The Company shall deduct charges as specified and agreed with the seller from the total amount collected as the Price for the orders received by the seller through the online store.
2.7. Applicable Taxes The seller agrees to bear all applicable taxes, duties, or other similar payments (including GST) arising out of the sales transaction of the product through the online store, and medbee.in shall not be responsible for collecting, reporting, or remitting any taxes arising from any transaction.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the time scale specified by the Seller. Standard delivery is conducted using a third-party courier, third-party carrier, or Seller's own van. The mode of transportation is determined by the size of the Goods and is confirmed on order. The delivery address specified by the Buyer must be safely accessible by truck. The delivery service is completed by one person (the driver) up to the vehicle tailgate. It is the responsibility of the buyer to ensure vehicle access, including suitable parking and the handling of the Goods beyond the vehicle tailgate. A sales representative from the Seller will contact the Buyer to discuss additional delivery services. Required services are priced on application, and upon acceptance from the Buyer, such charges will be added to the standard delivery charge. The delivery period specified by the Seller is an estimate only and shall not be of the essence of the contract. All deliveries conducted by the truck method will be booked in advance by telephone, and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery."
All media and advertising placed with B2B Marketing shall be subject to the following:
5.1 All Advertisements are accepted subject to B2B Marketing's approval of the copy and to the space being available.
5.2 B2B Marketing reserves the right to omit or suspend any Advertising (or part thereof) at any time if B2B Marketing believes that publication may be unlawful, defamatory, detrimental to B2B Marketing's reputation, in breach of any Medbee.in regulations, or Advertising Standards Agency (or similar body) regulations or codes, in breach of contract, or infringes the copyright of a third party. In such cases, no claim on the part of any Client for damage or breach of contract shall arise.
5.3 If B2B Marketing considers it necessary to modify the space, alter the date or position of insertion, or make any other alteration, the Client will have the right to cancel if the requested alterations are unacceptable, unless such changes are due to an emergency or circumstances beyond B2B Marketing's control. While every effort is made to avoid mistakes, B2B Marketing cannot accept liability for any errors caused by third parties, subcontractors, or inaccurate copy instructions. In any event, the Client acknowledges and confirms that its sole remedy for such inaccuracies in Advertisements will be for B2B Marketing to use reasonable efforts to remedy such inaccuracies upon notice from the Client, where practicable. For the avoidance of doubt, the Client accepts that Advertisements that have gone to print cannot be altered.
5.4 The Client warrants that the Advertisement does not contravene any Act of Parliament nor is it in any other way illegal or defamatory or an infringement of any other party's rights or an infringement of the British code of Advertising Practice.
5.5 The Client will indemnify B2B Marketing fully in respect of any claim made against B2B Marketing arising from B2B Marketing's publication of any Advertisement or part thereof resulting from a breach of any term, condition, undertaking, or warranty given hereunder or otherwise to B2B Marketing. B2B Marketing may consult with the Advertiser regarding the handling of such claims and may require the Client to be a party to any claim.
5.6 Advertisement rates are subject to revision at any time, and orders are accepted on the condition that, in the case of Advertising placed within an issue of the Magazine, the price binds B2B Marketing only in respect of the next issue to go to press. In the event of a rate increase, the Client will have the option to cancel the order without a surcharge or continue the order at the revised advertisement rates.
5.7 If a Client cancels the balance of a contract for any media programs, the Client relinquishes any right to any bulk package discount to which they may have previously been entitled, and media will be paid for at the then current rate card.
5.8 Accounts are due for settlement within 30 days of the commencement of the publication of the Advertising. In the event of any account becoming overdue, B2B Marketing reserves the right to both suspend Advertising until the sum owing is paid and to reduce any commission otherwise allowed to Advertising Agencies.
5.9 Advertisement copy should be supplied by the Client in accordance with the mechanical data stated on the rate card. Charges will be made to the Client or their Agent where the printers are involved in extra production work owing to acts or defaults of the Client or their Agent. These charges will be at the rate agreed upon prior to the commencement of Advertising.
5.10 If copy instructions are not received by the agreed Copy Date, no guarantee can be given that proofs will be supplied or corrections made. B2B Marketing reserves the right to repeat the most appropriate copy or insert a house advertisement for which the Client will be invoiced.
5.11 The total amount payable by the Client within the 30-day period will be specified in the 'Gross Payment' section of the order form accompanying this document. Series bulk discount purchases must be paid in one payment, 30 days after the invoice, unless otherwise stated.
5.12 In the event of the Client failing to make complete payment within 30 days of the invoice date, cumulative monthly interest at a rate of 10% per month from the invoice date will be added to the gross amount. If legal fees and costs are incurred at any time in obtaining payment from the Client, those costs will be charged back to the Client.
5.13 Client's materials, including but not limited to property and artwork, which may be delivered to B2B Marketing, are held by B2B Marketing at the Client's risk and should be insured by them against loss or damage from any cause. B2B Marketing reserves the right to destroy all artwork that has been in its custody for twelve months from the date of its last appearance.
5.14 Sponsored content
5.14.1 All content produced will have joint intellectual property (IP) ownership between the client and B2B Marketing.
5.14.2 Regarding any sponsor running a sponsored content program through any of our platforms, they must agree to the following
5.14.3 In the event of deviations from the pre-agreed timelines by the client, B2B Marketing reserves the right to abandon the content and offer no refund, thereby jeopardizing the success of the publication.
5.14.4 If the sponsor requests any delays to the project, which are agreed upon outside the terms of 5.14.3 (pre-agreed timelines), then the client will be liable for a £250 per day charge until the next event date. This charge must be paid in full before the event takes place.
Payment Policy:
This section outlines the payment policy for B2B Marketing services. Here are the key points:
Due Date: Invoices for B2B Marketing services are to be paid within 30 days from the date of the invoice, unless there is a specific agreement or condition stated elsewhere.
Late Payment: B2B Marketing reserves the right to charge for any costs and expenses incurred in the process of recovering payments that are overdue.
Interest: They can also charge interest on the overdue amounts, and the interest rate will be determined based on the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 as of the due date.
This section pertains to the inspection of a sample of medicine by a buyer. Here's what it says:
When a sample of medicine is shown to and inspected by the buyer, both parties agree that the purpose of showing and inspecting the sample is solely to allow the buyer to assess the quality of the bulk (presumably a larger quantity of the same medicine). It does not constitute a sale by sample.
In other words, if a buyer is shown and inspects a sample of medicine, they should use that sample to judge the quality of the larger quantity (bulk) they intend to purchase. However, this act of showing and inspecting the sample does not automatically mean a sale has taken place based on the sample alone. The actual sale is based on the quality of the bulk product.
These clauses are common in business contracts to establish clear payment terms and conditions related to product samples. They help ensure that both parties understand their rights and responsibilities in the transaction.
The seller warrants and represents that
1.1. They have the right and full authority to enter into this Agreement with the Company.
1.2. All their obligations under this Agreement are legal, valid, and binding, enforceable in law.
1.3. There are no pending proceedings that may have a material adverse effect on their ability to perform and meet their obligations under this Agreement.
1.4. They are an authorized business establishment and hold all the requisite permissions, authorities, approvals, and sanctions to conduct their business and enter into an arrangement with the Company. They shall ensure compliance with all applicable requirements for their business, including but not limited to Intellectual Property Rights, GST Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and will continue to discharge all their obligations towards statutory authorities.
1.5. They have adequate rights under relevant laws, including but not limited to various Intellectual Property Legislation(s), to enter into this Agreement with the Company and perform the obligations contained herein without violating or infringing any intellectual property rights of any third party.
1.6. They shall provide the Company with copies of any document required by the Company for the purposes of performing its obligations under this arrangement within 24 hours of receiving written notice from the Company.
1.7. The complete product responsibility and liability shall solely vest with the seller, and the seller shall be solely responsible to the Buyer for the sale of the Product, including its delivery, and shall not raise any claim on the Company in this regard.
1.8. The seller agrees and undertakes not to upload any text, images, graphics (for the description and display of the product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, or against public policy.
1.9. The seller shall pay the Company a service charge as specified by the Company on every transaction it enables and shall provide all completed transaction details to the Company for record keeping and reconciliation.
1.10. The seller shall draw the invoice/bill directly in the name of the Buyer.
1.11. The seller shall seek prior written approval from the Company for any promotion/advertisement material related to services offered pursuant to the terms of this Agreement.
The Company reserves the following rights:
2.1. The Company has the right to remove/block/delete any text, graphic, or image(s) uploaded on the online store by the seller without prior intimation to the seller if the content is found to be in violation of the law or breaches any terms of this Agreement or the terms and conditions of the medbee Shopping Website. In such an event, the Company reserves the right to immediately remove/close the online store of the seller without prior intimation or liability to the seller.
2.2. The Company reserves the right to provide and display appropriate disclaimers and terms of use on the medbee Shopping portal.
2.3. If, at any time, the Company believes that the services are being utilized by the seller or its Buyer in contravention of the terms and provisions of this Agreement or the Terms and Conditions of use of medbee Shopping, the Company shall have the right, either at its sole discretion or upon receiving a request from legal/statutory authorities or a court order, to discontinue/terminate the said service(s) to the Buyer or the End user, as the case may be, without liability to refund the amount to the seller and to immediately remove/block/close the online store of the seller while furnishing such details.
3.1. The seller agrees to indemnify and hold harmless the Company, its directors, officers, employees, representatives, and agents from any and all losses, damages, claims, suits, legal proceedings, or any other liabilities arising from or in connection with any claims, including but not limited to claims related to the infringement of intellectual property rights or any other third-party rights or legal violations. This indemnity includes issues related to the quality, quantity, or any claims regarding the seller's products, breaches of warranties, representations, or undertakings, and violations of applicable laws, including but not limited to Intellectual Property Rights, GST, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. For the purposes of this clause, references to the Company shall also include Mobile Operators and other agencies through which the Company makes the Online Store available to Buyers.
3.2. The Company agrees to indemnify and hold harmless the seller against all claims, losses, and expenses (including litigation costs, if any) arising from any breach or default on the part of the Company in performing its obligations under this Agreement.
3.3. This article shall survive the termination or expiration of this Agreement.
4.1. The Company has created the online store of the seller on the Medbee Shopping portal based on the seller's representations to enable the seller to offer their products for sale. This representation is fundamental to the Contract.
4.2. Under no circumstances shall the Company be liable or responsible for any loss, injury, or damage to the seller or any other party arising from transactions under this Agreement or as a result of products being damaged, defective, unfit for use, or infringing/violating any laws/regulations/intellectual property rights of third parties. The seller acknowledges that they shall be solely liable for any claims or damages related to the products offered for sale through their online store, including quality, quantity, price, merchantability, fitness for a particular purpose, or any other related claims, and shall indemnify the Company against such claims and damages.
4.3. Furthermore, the Company shall not be liable for any claims or damages arising from negligence, misconduct, or misrepresentation by the seller or any of its representatives.
4.4. The seller hereby confirms that they own the product, and the Company serves as a facilitator for the sale of the seller's product. Therefore, the Company is not responsible or liable for the product, its design, function, condition, manufacturing, selling, financial obligations, warranties, or guarantees. The Company reserves the right to display appropriate disclaimers on its website/online store.
5.1. Term: This Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for further periods as mutually agreed upon in writing by the parties.
5.2. The Company may terminate this Agreement if:
5.2.1. The seller fails to make the agreed-upon payment after receiving 48 hours' written notice.
5.2.2. The seller commits a material breach of any representation, obligation, covenant, warranty, or term of this Agreement, and fails to rectify it within 30 days after receiving written notice from the Company.
5.2.3. A Petition for insolvency is filed against the seller.
5.2.4. The seller infringes upon third-party rights, including intellectual property rights.
5.2.5. Either party may terminate this Agreement by providing the other party with 30 days' written notice.
5.3. Effect of Termination:
In the event of termination or expiration of this Agreement, the Company shall remove the Links and discontinue the display of the Products on the Online store immediately. The Company shall not be liable for any direct, indirect, or consequential loss or damages incurred by the seller due to the termination of this Agreement. Both parties shall continue to perform their obligations incurred under this Agreement during the notice period, and this sub-clause shall survive the termination of this Agreement.
6.1. Any dispute arising out of, related to, or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator jointly appointed by the parties.
6.2. The arbitration shall be conducted in Hubli in accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment currently in force.
6.3. The language of arbitration shall be English. The arbitration shall be held in Hubli, India. br>
6.4. The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on the parties.
7.1. The obligations, performance, interpretation, and contents shall be governed by Indian law.
7.2. Subject to the provisions of negotiation and arbitration, each Party irrevocably and unconditionally submits to the jurisdiction of the courts in Hubli.
All notices and other communications under this Agreement shall be in writing and in English, and they shall be either delivered by hand or sent by telex, fax, or courier to the addresses set out at the beginning of this Agreement
It is expressly agreed and clarified that, except as specifically agreed in this Agreement, each Party shall retain all right, title, and interest in their respective trademarks and logos. Nothing contained in this Agreement, nor the use of the trademarks/logos in relation to the Services, shall be construed as giving any Party any right, title, or interest in the other Party's trademarks and/or logos.
Entire Agreement This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements, and understandings (whether written or oral) between the Parties regarding its subject matter.
Assignment Neither this Agreement nor any part of it is assignable, transferable, sublicensable, subcontractable, or conveyable by the seller, either by operation of law or otherwise, without the express prior written consent of the Company, signed by an authorized representative of such Party
The seller agrees and undertakes to maintain the confidentiality of the information and user/buyer data disclosed, generated, or made available to the seller under this Agreement. The said information shall not be used by the seller for any purpose other than for the performance of its obligations under this Agreement. The seller agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the seller agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining the breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach
Under no circumstances, except in the case of a breach of contract, will either party be liable to the other party for lost profits or for any indirect, incidental, consequential, special, or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue, anticipated profits, or loss of business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.
Nothing in this Agreement will be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties. The Company shall not be responsible for the acts or omissions of the seller, and the seller shall not represent nor have any power or authority to speak for, represent, bind, or assume any obligation on behalf of the Company.
15.1. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions, and it will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
15.2. Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
Majeure Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, including but not limited to acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections, or power failure, fire, or floods.
