Vendor Terms & Agreement

E-Commerce Vendor Agreement


The company viz .Seagles Enterprises India & the vendor agrees for the followings:

  1. The Company viz .Seagles Enterprises India shall offer to the Vendor its services, for a payment, through the website, for facilitating online sale of the Vendor’s product.

“services” shall include hosting the vendors product, getting the customer order, placing the order with vendor, getting payment on the behalf of vendor, again making payment to vendor after deduction of the decided remuneration, logistics services (if entered in to agreement between the company and the Vendor), allowing other support required if any to get the order done.

Payment” shall mean the amount of commission/ remuneration/service charges/penalty or other amount mutually decided between the vendor and the company viz .Seagles Enterprises India.

“” is the online website formerly known as the online store operated by the company “Seagles Enterprises India”. The company owns “” located at the following URL:

“Vendor” shall mean the entity with whom the company has entered into agreement for sale of its product online on


Product shall mean only product of Indian brand with Indian Origin & with Indian Manufacture, product other than “product of Indian brand with Indian Origin & with Indian Manufacture” will not be allowed to be hosted & sold on the website

Further the Product hosted on website for Sale on the online store, must not be prohibited for sale, dangerous, against the public policy, banned, unlawful, and illegal or prohibited under the Indian laws.


  1. Standard operating procedure (SOP):

The standard operating procedure will be as follows:

A).Sign-up for Registration:

Vendors shall Sign-up for registration and make payment for sign-up fees as specified by the company for the creation of online store / hosting of vendor’s product on website. Payment of Signup fees shall be made100% in advance unless specified otherwise. The taxes if any applicable shall be charged by the Company, at the applicable rates. The said sign-up fee will be non- refundable fee for the creation of online Store.

B).Non Transferable Unique Vendor login Identity

Vendor will be given a login ID & password for login into the web site, which will be used by the vendor for hosting of its product on the website, updating stock quantity, price, etc as directed by the company.

The vendor will not able to transferable vendor login Identity to any other vendor, unless and until the company give permission for transfer.

C). Hosting of products by the vendor:


  1. D) Procession of order by the company



  1. E) Accepting of payment from customer on the behalf of vendor:

Vendor authorizes the company to collect the payment from customer on the behalf of the vendor. The company shall collect the Payment on behalf of the Vendor in respect of the orders received through online store.



  1. F) Payment by company to vendor:

The Company shall pay the vendor an amount recovered as price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges as decided between the company and vendor.


Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:


  • Vendor shall prepare a consolidated advice list of all orders delivered to the customer for every 7days.
  • The Company shall within 7 working days of receipt of advice process the amount due to Vendor and dispatch the payment.
  • The Company shall deduct charges as agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
  1. Vendors Liability/ Obligations:
  • Damaged product”, “Quality Issue”, “Quantity Issue” “Not delivered” or “Wrong Item delivered or out of stock:

In the event, any order is reversed or say cancelled due to “Damaged product delivered”/ “Quality related Issue”/“Not delivered”/ Not delivered within stipulated time/“Wrong Item delivered/ out of stock” , Vendor agrees that the Company shall collect the service charges“ as if the order has been executed successfully,” plus a penalty minimum Rs.500 per order cancelled, the maximum penalty will depend on the cost the company decides and the said charges will be deducted from the amount due and payable to Vendor.

Further Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.

  • Vendor agrees to bear and make payment of all the applicable taxes duties, or other similar payments (including VAT /GST/LTB /Other Taxes/duties/government charges/octri/Entry Tax, etc) arising out of the sales transaction of the product through the online store.


The Vendor shall:


  • Through the interface provided by the company on the creation on online Store to the vendor, vendor shall upload the product description include product core manufacturer, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
  • Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or violated by any law and must take care for the Trademark and copyright act. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
  • Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
  • Vendor is strictly disallowed/prohibited to sell foreign brands, foreign product, or product of foreign company even the product is manufactured in India, also the rebranding of products which are manufacture other than India.
  • Vendor is strictly allowed to sell only Indian Products with Indian brand manufactured by Indian company with manufacture in India on the online shopping website/mobile App.

If vendor sell or even place product for sale by giving false information about the product to the company, then it will be consider as offence against the vendor. Also, Vendor shall pay be liable to the company for any legal cost faced by the company. Also, Vendor bounded to say apology on social media and on print media.

  • Vendor shall be solely responsible for the quality, quantity, merchantability ,guarantee, warranties in respect of the products offered for sale through their online store.
  • At all times have access to the Internet and its email account to check the status of approved orders.
  • On receipt of the approved order, vendor shall dispatch /deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on online store and at the same time submit proof of dispatch to the company.


  • In the event the products are not accepted by the customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer and also at no cost to company.


  • The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be damaging to the business/commercial interests of the Company.


  • The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the online store and for which the customer has placed the order.


  • Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer net of discounts or offers and charged with extra cost if any as displayed on website.


  • The Vendor shall ensure that the vendor own all the legal rights in the products that are offered for sale on the Online Store.


  • The vendor not to charge and get any sum of money or consideration directly from customer without keeping the company in confidence and company’s permission.


  • On sale of product and payment the vendor will not have any legal title, rights and ownership on the Products sold to the Customer.
  • Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
  • The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
  • TheVendorshallatalltimesberesponsibleforcomplianceofallapplicablelawsandregulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Goods &Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
  • Language for communication: The vendor agrees that the language for all types of communication between the vendor and the company shall be in English.


  • The Vendor confirms and represents that
    • They have the right and full authority to enter into this Agreement with the Company.
    • All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
    • There are no legal proceedings pending against the vendor.
    • That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company.
    • That they have all valid registrations as required for a vendor.



  • That they shall provide the company with copies of any document required by the company required for due diligence within 24 hours of getting a written notice from the company.
  • Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar , obnoxious , inaccurate , false , incorrect, misleading, intimidating, against the public policy.
  • That Vendor shall draw the invoice / bill directly in the name of the Customer.
  • Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this agreement.


  • This agreement does not create a relationship of partnership, joint venture, agency or employment between the vendor and the company.
  • The vendor cannot represent the company; neither has any power or authority to speak for or against the company or act of the vendor cannot bind the Company.
  • Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement.
  • No amendment in agreement will be binding on the Parties unless same is in writing and signed duly authorized representative of each of the Parties.
  • 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 or due to act of God, war, riots, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone/internet connections or power failure, fire or floods.




4. Company reserves the right:

  • Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store created by the Vendor without any prior intimation to Vendor.
  • Also the company shall have full right against the vendor for deleting its online login id/ its online store/block vendors product for online sale, on violation of any of the terms as decided by the company or at any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention to the interest of the company.
  • The company reserves its right against the vendor for providing any information demanded by government department/ legal / statutory authorities or a court related to the vendor.
  • The company shall be bounded by the order of legal/statutory authority for deduction of amount for taxes/penalty/other recoveries as demanded by the legal/statutory authority from the balance of vendor outstanding with the company.
  • On violation of any terms of the company, the company will have full authority to forfeit all the vendor balances available with the company.
  • The vendor will not have any objection against the company or any right against the company if the company hosts product of any other vendor, even the other vendor might be the competitor of the vendor in agreement.



5.Company not Liable


  • The company on the basis of representation and request received from vendor has created the online store/ Login ID/has provided the online space to the vendor for online sale of vendor’s product on the website
  • The Company shall under no circumstances be liable or responsible for any financial or other loss/ injury/ damage to the vendor, or any other party whomsoever, arising account of any transaction with the company.
  • Vendor shall be solely liable for any claims, damages, and allegation arising out of the Products offered for sale through its online store.
  • The Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
  • The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a medium for sale of the vendor’s Product, hence the Company is not responsible/liable for the product’s design/functioning /manufacturing /guarantee/ warrantee/ royalty /other financial obligations.


  • Also the Company display disclaimers on its website/onlinestore.


  1. Period of agreement:

The Period of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12months unless terminated earlier.


The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto.

7. This Agreement may be terminated by the Company in the event:

  • Vendor fails to make payment of the agreed amount.
  • Vendor commits a breach of the terms of the contract.
  • This Agreement may be terminated by either party giving the other 30 days written notice, during the period under notice both the parties shall be bound to perform its obligations incurred under this agreement
  • If vendor sells foreign product or products banned by the company.
  • In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue displaying of the products on online store with immediate effect.
  • In the event of the termination of the agreement the company shall not be liable for any direct /indirect loss or damages as a event of termination of the agreement occurred to the vendor.



8. Arbitration

  • Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
  • The arbitration shall be conducted in Nagpur in accordance with the Arbitration and conciliation Act of 1996 or any modification or reenactment for the time being inforce.
  • The language of arbitration shall be English. The arbitration shall be held at Nagpur, India.
  • The award of the arbitrator or arbitrators as the case may be shall be final and binding on both the parties.


9. Jurisdiction and Governing law

  • The obligations, performance, interpretation and contents shall be governed by all Indian law only.
  • Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Court of


The vendor and the company confirm that they have understood all the terms of the agreement or have got understood all the terms of the agreement, also confirm that all the terms will be binding on both the parties.

Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said online Store, subject to the terms and conditions here in after contained.

For the purpose of this Agreement, the following words and phrases shall have the following meaning:

  • “Company” shall mean Seagles Enterprises India .
  • “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products of the Vendor through the Online Store.


  • “Vendor” shall mean the entity which sells its products through the online store.
  • “Online Store” shall mean a virtual electronic store created on the web site viz. of the company.


This document is an electronic record in terms of the Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and user agreement for access or usage of website.