Seller Terms of Agreement

Last updated: 30th July, 2020

Please read these Terms of Agreement carefully before using the http://www.myupchar.com/seller website operated by Doctorvahini Pvt. Ltd., having its registered office at 32, 3rd Floor, Okhla Phase 3, Delhi 110020, India hereinafter called “myUpchar” (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors in business and assigns) of the FIRST PART.

You must read, agree with and accept all of the terms and conditions contained in this Agreement as these terms constitute your legal and contractual obligations towards myUpchar.

This Agreement shall be effective and binding upon your 'acceptance'. 'Acceptance' shall mean your affirmative action in clicking on the 'check box' and on the 'continue' button as provided on the registration page while you are transacting as Guest User or such other actions that implies your acceptance. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, please do not proceed.

RECITALS

1. Definitions:

   1. 'Buyer' shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.

   2. 'Order' shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.

   3. 'Website' means 'www.myUpchar.com' and instances of the same

   4. 'Seller Panel' means a uniform resource locator ('URL') provided by myUpchar to Seller with a unique login and password to update the order status, price and inventory on the same.

2. myUpchar reserves the right to select the products to be displayed on its Website. myUpchar also reserves the right to determine the Sellers who may sell on the Website.

3. myUpchar 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 myUpchar 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. myUpchar shall provide the necessary backend infrastructure, like call centre, 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. myUpchar will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a 'Seller Panel' and packaging guidelines shall be shared through email. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by myUpchar or any other mode as may be notified by myUpchar 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 the buyer within 2 (two) days. In case of delay, myUpchar will be immediately informed by Seller, 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 to Buyer within the period as stipulated above, myUpchar will 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 myUpchar 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.

FINANCIAL TERMS:

1. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure- 1 for all the orders received through myUpchar.

2. 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 taxes. Seller authorizes myUpchar in the capacity of a marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market. Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by the myUpchar from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by myUpchar and has notified the same to myUpchar. All such withdrawals will take effect within 24-48 hours from notification to the myUpchar. myUpchar further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.

3. myUpchar shall release the payment on the 15th of every month for products delivered in the previous month. myUpchar shall make the payment by way of account payee cheque /RTGS/ NEFT after deducting myUpchar's fee as per Annexure-1.

LOGISTICS AND CONSUMER RIGHTS:

1. 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, myUpchar will extend its services to Sellers by giving mandates to logistic partners 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. However, any damage to the product in transit due to mishandling by the logistic partner, myUpchar will facilitate the recovery from the logistic partner.

2. All orders placed on Website are covered under Buyer Protection; hereby Seller agrees to fulfill the commitments made under the above mentioned programme specified at the Website at URL Buyer Protection Policy. The said programme protects Buyer against inadequate or non-performance by Seller.

3. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD(Non-Cash on Delivery), which are refused/not accepted by the Buyer at the time of delivery. The Seller will offer standard manufacturers or seller warranty actually 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 warranty card to the Buyer with the product at the time of dispatch of the products, if applicable. 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.

4. The seller hereby agrees to sell only products that are original and have a long expiry (at least 6 months at the time of shipment). Any products returned due to short expiry will be considered Seller’s fault and will be addressed as per Annexure -1.

INTELLECTUAL PROPERTY RIGHTS:

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

6. Seller hereby grants to myUpchar the right to display/delist the product (as updated or to be updated by the Seller on the Seller 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 myUpchar and agrees to indemnify myUpchar in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.

7. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of myUpchar, 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 myUpchar's website 'www.myUpchar.com' or any other information which is treated as confidential by myUpchar, 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 myUpchar against the breach of this clause.

REPRESENTATION AND WARRANTIES:

1. Seller shall, at all times and to the complete satisfaction of myUpchar and without demur indemnify and hold myUpchar harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against myUpchar 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.

2. 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. 

3. Seller will offer a minimum price guarantee to buyers meaning it will not offer the same product anywhere at a lower price than the price listed on myUpchar.

MISCELLANEOUS:

4. 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 New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator's award shall be final and binding on the Parties.

5. This agreement may be terminated by myUpchar or the Seller by giving 30 (thirty) days notice in writing. Provided, in the event of a material breach of the terms of this Agreement, myUpchar may terminate this Agreement at any time.

6. Both parties agree to the following:-

   1. 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.

   2. 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.

   3. 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 an event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.

No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding unless made in writing and duly executed by the Parties. 

Annexure -1

1. Marketing Fee:- Seller shall pay 15% to 25% of the order value (exact percentage to be based on the product category)  to myUpchar as marketing fees. 

2. Prescription Generation Fee:- Seller shall pay Rs. 50 per prescription for every prescription their medicine is suggested in doctors’ prescription, even if that prescription does not lead to an order on myUpchar.

3. Courier Fees :- Seller shall pay the courier fees. myUpchar.com will facilitate the pickup and delivery, charges will be passed as is (approx Rs 55 per 0.5 kg). It may be extra in case volumetric charges apply. If the order is Cash on Delivery basis, there will be extra charges as well.

4. Return / Cancellation related policies :-

5. Tax: Current Taxes applied by the government will be applied on top of your Marketing Fee + Prescription Generation Fee + Shipping Charge