VENDORS/STORES AGREEMENT

This Vendors/Stores Agreement (hereinafter referred to as “Agreement”)

BY AND BETWEEN

Stodo, a Private Limited Company Registered under the provisions of the Companies Act, 2013, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as “the Company”);

AND

Shops/Restaurants registered under the Shop & Establishment Act etc.,, where such expression shall be taken to mean, unless expressly stated to the contrary, its successors and assigns (hereinafter referred to as the “Vendor/Stores”);

 

The “Company” and the “Vendor/Store” shall be referred to” individually as “Party” and as “Parties” collectively, as the context may require.

 

WHEREAS the Company wishes to enter into an agreement with the Vendor and the Vendor has agreed to provide their services to the Company by agreeing to the terms and conditions, privacy policy and all other associated conditions and policies for the same.

 

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:

 

 

 

 

  1. DEFINITIONS
  2. “Buyers/Customers” shall refer to those willing to avail services for the purchase and delivery of goods and services offered and “Sellers/Vendors/Stores” shall refer to those from whom Buyers can purchase products or services.
  3. “User” shall refer to both “Customers/Buyers” and “Seller/Vendors/Stores”.
  4. “Services” refer to providing to services includes Providing delivery for the items including but not limited to Groceries, Fruits, Vegetables, Meat & Chicken, Pet Supplies, Dry Fruits, Sweets, Bakery items & Medicines etc offered by the of Vendors, make payment and receive delivery.
  5. “POS” means Point of Sales devices.

 

  1. ARRANGEMENT
  2. The Vendor may sign this agreement where his details shall be entered. After the Vendor successfully completes process and provides all the required business credentials and supporting documents, the agreement shall be generated by the Company, a soft copy of which shall be provided to the vendor. The Vendor’s act of signing on the document would be construed as an act of agreeing to the terms set herein.
  3. Based on mutual discussions, it is agreed by and between the parties hereto that the Vendors shall provide services subject to the terms and conditions hereinafter contained.
  4. The Company shall verify the credentials of all Vendors before they can begin       To complete the verification process, The Company may collect the following information but not limited to:
  5. Vendor need to get registered to sell their products on this portal.
  6. All the legal documents (GST Certificates with address, Bank Account details, Firm PAN Card (in case of Proprietorship – Sole Proprietorship Pan Card should be submitted).
  1. For Limited or Private Limited Firm, LLP pan card is required to be submitted.
  2. In case of Limited Liability Partnership firm, the LLP Firm Pan Card
  3. Contact number and e-mail address of the Vendor or the vendor’s representative.
  4. After verification by the team vendors will be intimated about the status of the application, whether it is approved or rejected.

 

 

  1. PRICE AND PAYMENT

 

  1. OBLIGATIONS OF THE COMPANY

 

  1. OBLIGATIONS OF THE VENDOR

  

  1. OTHER OBLIGATIONS
  2. Maintain personal record of executives and made available when requested by the company.
  3. Executives’ behaviour reflects the company’s brand; and the executive must be aware of this fact and ensure they behave courteously when on duty and while dealing with customers or people when on duty.
  1. Cost of the communication expenses will need to be borne by the Vendor.
  2. The executive is not expected to leave the shipments unattended at any point during the time of rendering services to the company as commodities are costly and valuable.
  3. Provide back-ground verification documents and ID proofs in the format required by the company.
  1. The delivery personnel of the Vendor shall be well groomed and needs to be in uniform provided by the Vendor. Background verification documents and identity proof of the delivery personnel to be submitted to Company immediately upon initiation of delivery services. The vehicles provided by Vendor should have valid documents and have to be containerized with lock and key facility.
  2. VENDOR WARRANTIES AND REPRESENTATIONS
  3. The Vendor warrants and represents that the services provided under this arrangement shall conform to quality specifications and the Vendor is legally authorized to provide all the Services, agreed to be provided under this Agreement.
  4. The Vendors should not raise any objection against the Company for sharing their accounts of association with the Company.
  5. LIABILITY

            Notwithstanding anything in this Agreement, both Parties agree that all liabilities including originality, genuineness, quality, copyright and non-performance claims with regard to the Products would rest entirely with the Vendor and the Company would not have any liability in this matter.

  1. INDEMNITY
    1. The Vendor agrees to indemnify, protect and hold harmless Company from any and all claims, demands, damages, suits, losses, liabilities and causes of actions arising directly from the actions of any third party in relation to the services provided by the Vendor and offered by the platform of the Company.
    2. The Vendor agrees to indemnify, protect and hold harmless the Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Vendor and/or his/her Personnel arising from the performance of scope of services offered by the Vendor under this Agreement, including personal injury or death to any person (including to Vendor and/or his/her Personnel), as well as any liability arising from the Vendor’s failure to comply with the terms of this Agreement. The Vendor’s obligations hereunder shall include the cost of defense, including attorneys' fees.
  1. If the insurance company rejects claim post investigations or the certificate of fact is not provided within 20 days, the entire amount would be deducted from the bill. In case of open-box deliveries as mentioned in clause 22, if the shipment is found to be visually damaged then the Vendor is requested to take photographs of the damaged product and send it to the Company within 7 days.
  2. Similarly, in case cash as collected by personnel of Vendor against delivery of such consignment or shipment is not submitted with the Company by end of the day reconciliation, then such shortage shall be made good by Vendor on behalf of its personnel.
  3. In case any POS machine provided to Vendor’s personnel for collecting payment against post-paid shipments is misplaced, damaged or is lost by such personnel, then the cost of such POS machine shall be debited from the Service Fee payable by the Company to Vendor. Such amount shall not be contested by Vendor under any circumstances and any such decision by the Company shall be final and binding on Vendor.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

  1. CONFIDENTIALITY
    1. The Parties may share some information that is confidential and proprietary in nature with the other Party for the purpose of enabling the parties to interact and work productively (the “Purpose"). Any such information shall be used only for the intended purpose and shall not be disclosed, published or otherwise cause to be disclosed to any third party.
    2. During the term of this Agreement and after the conclusion thereof, the Vendor agrees to keep in strictest confidence and not disclose to any third party the confidential information shared, including but not limited to, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement, unless such disclosure is required by law.

 

  1. NON- SOLICITATION

The Parties hereto agree that they shall not, for the period of ten years under this agreement, solicit or in any other manner, induce an employee of the other party to leave his/her employment and pursue an employment with them.

 

  1. TERM AND TERMINATION
  2. Term: This Agreement is valid from the Effective Date mentioned herein and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mutual agreement by the authorized officials from the Firm and the Vendor this Agreement shall end 2 year from the Effective date.
  3. Termination due to breach:

In case of breach of any of the terms of this Agreement by either party hereto, the other party shall be entitled to terminate the Agreement immediately by giving a written notice to the party committing the breach/breaches.

 

In case of delivery personnel’s Rude Behavior, non-attempted shipments, wrong updates or wrong deliveries, there will be no pay-out for that personnel’s deliveries for that day.

In case of repeated offences (more than 2), Vendor will have to change such personnel immediately and there will be no payout for the entire month for that personnel. Tracking of the issues will be based on customer escalations.

The term ‘Rude Behavior’ will be construed in a wide manner and in light of directions of maintaining highest customer satisfaction standards as delineated by the company. In case of any escalations or complaints regarding woman and child safety, the company shall have the right to terminate this Agreement with immediate effect

  1. Termination in case of violation of law: In addition to any other termination rights granted by this Agreement, the Company may terminate this Agreement immediately without liability upon written notice if the Company has reasonable grounds to believe that work being done by the Vendor has any effect of disrepute on the Company.

Any legal issues or liability, resulting out of bad behaviour of Vendor’s representatives while delivering shipments shall be handled by Vendor at its own cost and without any reference to Company. In such situations, Company reserves the right to terminate the contract outright without any further notice and levy suitable penalty.

Code of conduct includes following but not exhaustive as under:

  1. Incident of misappropriation of Shipments or manhandling of shipments
  2. Incident of wilful abuse & bad behaviour with customer
  3. Incident of harm to Company brand or any of its associates
  4. Disclosure of confidential information to media or to any third party
  5. Disclosure and mis-use relay or publication, exchange to third party of data as provided during course of business
  6. Contacting Customers for purposes other than delivery or scope of business as enunciated in this agreement
  7. Loitering & causing nuisance in the premises of Hub or its neighbourhood
  8. Drinking Alcohol or banned drugs substances during Work hours, dressing improperly & Keeping Low hygiene
  9. Violate any law of the land 
  10. Termination by notice: This Agreement may be terminated by either party upon giving at least 30 days prior notice in writing to the other party.

 

  1. REVERSE/PREXO PICK-UPS:

 

 

  1. STANDARD OPERATING PROCEDURES

 

 

 

  1. VALUE ADDED SERVICES

 

  1. EFFECTS OF TERMINATION

 

  1. FORCE MAJEURE

 

 

  1. MISCELLANEOUS PROVISIONS
    1. Entire Agreement: The representations and warranties given or made by the Vendor to the Company prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire agreement between the Company and the Vendor pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representation and warranties given by the Company unless incorporated into the Agreement.
    2. Relationship between Parties: It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Vendor and / or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Vendor
  1. Modifications and Amendments: Any Modification to the terms of this Agreement may be carried out by the Company at its discretion and sufficient notice of such modification should be provided to the Vendor in writing.
  2. Assignment: This Agreement will bind the successors and permitted assigns of the Parties hereto and the Vendor will obtain prior written consent from the Company before assignment of this Agreement. The Company shall be immediately intimated of any sale, assignment, lease or transfer or change on ownership in any way of the Vendor.
  3. Waiver of rights and remedies: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If one Party fails to perform its obligations under this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not be taken as a waiver of enforceability rights available to such party.

The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any controversy or claim arising out of or relating to this Agreement or breach of any duties hereunder shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act of India, 1996. All hearings shall be held at Bangalore, India and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. The Parties shall share the costs of arbitration equally; however, this does not affect the right of the Arbitrator to award costs to any one Party.

  1. Governing Law Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India only. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Bangalore, India for the adjudication of any dispute hereunder or in connection herewith.
  2. Notice: Any notice, direction or instruction given under this Agreement shall be in writing and delivered registered post, cable, facsimile or telex to the addresses as set forth at the start of the said agreement. E-mail communication will also be accepted as a legal notice/claim/ notice of termination served on the Company.

 

IN WITNESS WHEREOF THE PARTIES HERETO SET OUT THAT THE PRESENT DOCUMENT IS A DIGITALLY GENERATED DOCUMENT, HENCE IT DOES NOT REQUIRED TO BE SIGNED.