VENDOR POLICIES

Interpretation

In this Agreement, unless the context otherwise requires, Words denoting any gender shall be deemed to include all other genders.
Words importing the singular shall include the plural and vice versa, where the context so requires.
The terms "hereof", "herein", "hereby", "hereto" and other derivatives or similar words, refer to this entire Agreement or specified Clauses of this Agreement, as the case may be.
Any reference to "writing" includes printing, typing, lithography and other means of reproducing words in a permanent visible form.
All headings and sub-headings of Clauses and Schedules, and the of bold typeface are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.
Reference to the word "include" or "includin" shall be construed without limitation.
The Schedules hereto shall constitute an integral part of this Agreement.
Terms defined in this Agreement shall include their correlative terms.
Time is of the essence in the performance of the Parties respective obligations. If any time period specified herein is extended, such extended time shall also be of essence.

Definitions

Unless the context otherwise requires, the following words and expressions shall have the meanings as set out herein below: “Access” with its grammatical variations and cognate expressions means gaining entry into, instructing or communicating with the logical, arithmetical, or memory function resources of a computer, computer system or computer network.

"Affiliate" of a Person means (i) in the case of any Person that is a natural person, any other Person (other than a natural person) that, either directly or indirectly, is Controlled (defined below) by the Person, or any Person who is a Relative (defined below) of the Person. and (ii) in the case of any Person other than a natural person, any other Person that, either directly or indirectly through one (1) or more intermediate Persons, Controls, is Controlled by, or is under the common Control with the Subject Person “Agreement” shall mean this Vendor Agreement entered between the Parties for use and access of the Application and it includes terms of use, privacy policy and other policies intimated by Alivelu Agro Private Limited and OriginO.shop over Vendor Panel (or otherwise communicated).

"Applicable Law" means all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances, or byelaws including but not limited to the Legal Metrology Act, 2009 and the rules thereof and the Consumer Protection Act, 2019 and the rules thereof. (ii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any governmental authority, which have binding effect. or (ii) consent of or from any governmental authority, whether in effect as of the date of this Agreement or at any time thereafter.
"Business Day" shall refer to any day when the scheduled commercial banks in India are open for business, and shall exclude Sundays and notified public holidays.
"Control" shall have the meaning set out in Section 2(27) of the Companies Act, 2013, and the terms "Controlling," "Controlled by" and "under common Control with" shall have corresponding meaning.
“Customer” shall mean a registered user having valid login credentials of the Alivelu Agro Private Limited and OriginO.shop’s website or application who wishes to purchase products listed on it.
“Data” means a representation of information, knowledge, facts, concepts or instructions which are being prepared or have been prepared in a formalised manner, and is intended to be processed, is being processed or has been processed in a computer system or computer network, and may be in any form (including computer printouts magnetic or optical storage media, punched cards, punched tapes) or stored internally in the memory of the computer.
“Device” means cell phones, personal digital assistance or combination of both or any other device used to communicate, send or transmit any text, video, audio or image.

“E-commerce website” shall mean the website, webpage, portal by whatever name called, designed, developed and operated by Alivelu Agro Private Limited and OriginO.shop, bearing the domain name com, org, in, shop, sale, co etc.
"Force Majeure" refers to any event or circumstance beyond the reasonable control of either party, which prevents or substantially hinders the performance of their contractual obligations under this Agreement and such events may include, but are not limited to, natural disasters (e.g., earthquakes, hurricanes, floods), war, terrorism, civil unrest, strikes, epidemics, pandemics, governmental actions or prohibitions, and any other acts of God.
“Information” includes data, message, text, images, sound, voice, codes, computer programmes, software and databases, microfilm, Intellectual Property” or “IP” includes, but is not limited to, patents (inventions and improvements), trademarks (company, product names, brands and logos), copyrights (original literary, artistic, and digital works), industrial designs (the unique appearance or design of products), trade secrets (confidential and proprietary business information), database rights, methodologies, computer programs (including all source codes), technical information, manufacturing, engineering and technical drawings, know-how, internet domain names and sub- domains and geographical indications (designation of goods originating from a specific place, know for quality or other characteristics).
"Order" shall mean a final purchase order placed by a Customer with the Vendor through the E- commerce portal or the Application for the purchase of the Product.
"Person" means any natural person, firm, company, joint venture, partnership, association or other entity (whether or not having separate legal personality).
"Product(s)" shall mean such products as are proposed to be sold by Vendor through the Application pursuant to this Agreement. “Territory” shall refer to the Republic of India.

Vendor’s Scope of Services

The Vendor shall supply a detailed list and description of all products and related products ("Products") intended for sale on Alivelu Agro Private Limited and OriginO.shop's platform. The Vendor is responsible for ensuring that all listed Products are available for sale and match the provided descriptions in terms of quality, quantity, and price.

The Vendor shall provide accurate and comprehensive information for each Product, including but not limited to descriptions, pricing, nutritional details, and any other information required by applicable law or requested by The Vendor shall also supply high-quality images and/or videos of the Products, adhering to the format, resolution, and standards specified by Alivelu Agro Private Limited and OriginO.shop.

Alivelu Agro Private Limited and OriginO.shop’s Scope of Services

Alivelu Agro Private Limited and OriginO.shop shall develop, host, and maintain an online marketplace platform, ensuring its continuous operation, user-friendly interface, regular updates, and integration of the latest e-commerce technologies and features.

Alivelu Agro Private Limited and OriginO.shop shall also offer a comprehensive system for vendors to list their products, including tools for uploading product details, images, and Alivelu Agro Private Limited and OriginO.shop shall ensure the accuracy, quality, and categorization of product listings for optimal customer discovery and experience.

Alivelu Agro Private Limited and OriginO.shop shall be responsible for the entire order process, from placement to confirmation, including the management of shopping carts, checkout processes, and payment Alivelu Agro Private Limited and OriginO.shop shall also facilitate order tracking and status updates for both vendors and end customers.
Alivelu Agro Private Limited and OriginO.shop shall establish and maintain a customer service system to handle inquiries, complaints, and this includes providing timely support, resolving disputes, and maintaining a helpdesk for customer assistance.

Alivelu Agro Private Limited and OriginO.shop shall also integrate secure and versatile payment gateways to facilitate smooth transaction processing. This shall include managing transaction confirmations, processing refunds or cancellations, and ensuring the highest standards of security and compliance in all financial transactions.

Goods, Products or Commodities

Product Specifications

The Vendor agrees to supply the products as per the mutually agreed product list, which shall include details such as product name, any unique identifiers and others. This list shall serve as the reference for all product supplies under this Agreement. All products must comply with FSSAI standards and any other applicable local, national acts, statutes, laws and regulations related to the production, labelling, and sale of such products.

Labelling and Packaging

The Vendor shall ensure that all products are packaged in a clean, secure, and tamper-proof manner, suitable for food-grade handling and compliant with applicable regulatory and branding requirements as mutually agreed upon. This includes details on packaging materials, dimensions, and any specific packaging instructions. Products must be labelled in accordance with regulatory requirements. The Vendor shall provide Alivelu Agro Private Limited and OriginO.shop with a detailed list of all product labels, including ingredients, nutritional information, allergens, and any other required.

Manufacturing Date

The Vendor agrees that the manufacturing date of the supplied products shall have a shelf life of 50% of the period from date of manufacture to the date of expiry or 45 days to the date of expiry, whichever is higher, available to the Customer at the time of delivery.

In addition to the manufacturing date, the Vendor shall clearly indicate the expiry date on each product's packaging, ensuring that Alivelu Agro Private Limited and OriginO.shop and its customers can easily identify the shelf life of the products.

In the event that a product with a short remaining shelf life is delivered, delivered advertently or inadvertently by the vendor and it comes to the notice of Alivelu Agro Private Limited and OriginO.shop, vendor agrees to pay a fine of 3 times the cost of product. In case of repeated offenders, Alivelu Agro Private Limited and OriginO.shop reserves the right to delist the vendor.

Communications

The Vendor and Alivelu Agro Private Limited and OriginO.shop may hold regular meetings to discuss product specifications, performance, and any challenges or opportunities for in the event where Alivelu Agro Private Limited and OriginO.shop discovers any quality issue with any of the products sold on its platform, Alivelu Agro Private Limited and OriginO.shop shall notify the Vendor and give sufficient time to improve the quality of its products to the expected standards. It is expected that the Vendor shall pay attention to such communication and duly resolve any till such time of the default mentioned herein, Alivelu Agro Private Limited and OriginO.shop reserves the right to delist such products of the Vendor. Further, the affected Customer shall be given the required refund and the Vendor agrees to compensate the aggrieved Customer by means of refund.

Sale Pricing

Vendor shall offer the Products for sale on the Platform on the Sale Price which shall be inclusive of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other charges. The Sale Price shall be in compliance with all applicable laws. The Vendor shall not sell or offer to sell such products that are listed on the Alivelu Agro Private Limited and OriginO.shop E-commerce website at a price lesser than the price which is listed on the Alivelu Agro Private Limited and OriginO.shop E-commerce website.

Price Fluctuations

The Vendor may change the price of the Products listed on the E-commerce website as per accepted commercial norms of fair trade and business practices. The Vendor hereby agrees that such revisions to Sale Price shall be made prospectively and shall not affect the Sale Price of those orders which were made by a Customer prior to such change in the Sale Price. In the event of unforeseen circumstances leading to significant cost changes, both parties commit to engaging in good-faith negotiations to arrive at fair and equitable adjustments to pricing that consider the interests of both parties.

Payment Terms

The Vendor shall issue accurate and detailed invoices for each shipment promptly after delivery. Invoices must include product descriptions, quantities, and applicable prices. Invoices shall be sent to the E-commerce website's designated billing contact.
Payment for products delivered shall be made by the E-commerce website within period batches of 15 days each per batch (“Batch Payment date”) wherein settlements would be done for all the transactions that have been undertaken within 15 days prior to such periodic Batch Payment dates. Late payments may be subject to interest charges.
If payment is not received by the due date, the E-commerce website agrees to pay interest on the overdue amount at a rate of 1% per month, or the maximum rate permitted by law, whichever is lower.
Payments shall be made through [insert preferred payment method], as agreed upon by both parties. Any changes to the payment method must be mutually agreed upon in writing To encourage price stability, Alivelu Agro Private Limited and OriginO.shop and Vendor may explore entering into longer-term pricing agreements or contracts, providing stability in pricing for a specified period.

Ordering Procedure

The Vendor hereby acknowledges that customers and/or consumers would place orders through Alivelu Agro Private Limited and OriginO.shop's E-commerce website.

The Vendor hereby agrees to process these orders promptly and efficiently, acknowledging the receipt of each order efficiently as per the stimulated norms of the E-commerce website. The Vendor shall commit to fulfilling all customer orders accurately, timely and promptly. Unavailability or non-fulfilment of the order by Vendor shall result in reduction of Vendor’s rating on the e-commerce

In the event any order is either reversed or returned or refused by a Customer or if a refund is sought by a Customer due to products being sub-standard or defective or altered or modified or replaced, the Vendor hereby agrees that Alivelu Agro Private Limited and OriginO.shop shall be entitled to levy the Service charges, plus a penalty of the service charge of the product as may be decided between the Vendor and Alivelu Agro Private Limited and OriginO.shop and the said charges will be deducted from the amount due and payable to the Vendor. Alivelu Agro Private Limited and OriginO.shop shall debit the Service charges (up to a maximum limit of 500) to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event the Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against Alivelu Agro Private Limited and OriginO.shop.

Vendor Rating

The Vendor shall be rated for internal quality such Vendor rating shall be made after considering, the following parameters:

• Completion of orders on time or Delivery mismatches
• Customer ratings
• Returns and complaints and Vendor’s response to such

Logistics

The Vendor shall, upon confirmation of an order, dispatch the products for shipment in accordance with the agreed-upon delivery The Vendor shall be responsible for ensuring that products are adequately packaged and labelled for shipment.

Upon successful delivery, the Vendor shall promptly provide Alivelu Agro Private Limited and OriginO.shop's E- commerce portal with confirmation of delivery. This confirmation shall include details such as the delivery date, time, and confirmation of receipt by the delivery agency. In the event that a customer wishes to return a product or reports a defective item, Alivelu Agro Private Limited and OriginO.shop will work with customer and facilitate return and Vendors are expected to cooperate with Alivelu Agro Private Limited and OriginO.shop to facilitate returns, replacements, or refunds in accordance with the agreed-upon return policy outlined in this Agreement.

Ownership Confidentiality

Both Parties agree to safeguard and maintain the confidentiality of the following information:

• Intellectual Property
• Data
• Users' identities
• Information about sold Products
• Users' buying history
• Software, documentation, hardware equipment devices, tools

Any information related to the Parties' organization, finance, transactions, or affairs (collectively referred to as "Confidential Information").

Each Party's Confidential Information is exclusively owned by that Party and its the recipient Party shall not disclose the Confidential Information to any third party or use it for purposes other than fulfilling obligations under this Agreement, unless required by Applicable Law or with prior written consent from the disclosing Party or its Affiliates.

All Confidential Information must be used in a manner consistent with the Agreement's intention and spirit. If ownership of any Confidential Information does not automatically vest in Alivelu Agro Private Limited and OriginO.shop or its Affiliates, Vendor transfers and assigns all rights, title, and interest to Alivelu Agro Private Limited and OriginO.shop upon creation, waiving any moral rights.

Vendor agrees to take reasonable steps to protect Alivelu Agro Private Limited and OriginO.shop's Confidential Information. Vendor, its employees, affiliates, representatives, agents, and subcontractors with access to such information must adhere to confidentiality obligations as stringent as those covered under this Agreement.

The Parties mutually acknowledge that this Agreement does not, by implication or otherwise, confer any rights to the other Party in trade secrets, trademarks, trade names, know-how, certifications, or other intellectual property ("Intellectual Property"). Any utilization of Alivelu Agro Private Limited and OriginO.shop's Intellectual Property by the Vendor shall exclusively benefit Alivelu Agro Private Limited and OriginO.shop and its Affiliates. The Vendor is prohibited, both presently and in the future, from seeking or challenging the validity of any of Alivelu Agro Private Limited and OriginO.shop's Intellectual Property. Additionally, the Vendor must refrain from applying for or using any term or mark that might cause confusion with Alivelu Agro Private Limited and OriginO.shop's Intellectual Property. The Vendor recognizes Alivelu Agro Private Limited and OriginO.shop and its Affiliates as the rightful owners of Alivelu Agro Private Limited and OriginO.shop's Intellectual Property. The Vendor also commits to refraining from any direct or indirect challenges to the rights associated with Alivelu Agro Private Limited and OriginO.shop's Intellectual Property or any actions that could compromise Alivelu Agro Private Limited and OriginO.shop or its Affiliate’s rights over such Intellectual Property.

• The Agreement may be terminated by Alivelu Agro Private Limited and OriginO.shop for no cause, at any time by providing Vendor with a prior written notice of three (3) business days.

Both Parties may terminate this Agreement upon mutual consent in without the need for additional action or notice, except for informing the Vendor of termination, this Agreement may be terminated immediately in the following event:

• Misconduct or negligence by the Vendor or its Violation of any Applicable
• Failure by the Vendor to obtain or maintain a valid license, permit, or approvals in accordance with the Applicable Law, including the Food Safety and Standards Act, 2006, Consumer Protection Act, 2019, for listing, selling, and distributing
• Reasonable belief that the Vendor has infringed the intellectual property of any third party.
• Issuance of a winding-up order or declaration of insolvency against the Vendor by any court, with an official liquidator/receiver appointed for its affairs, except in cases of mergers, amalgamations, acquisitions, or other approved schemes or arrangements involving the Vendor.

Alivelu Agro Private Limited and OriginO.shop reserves the exclusive right, at its sole discretion, to remove/delist the Products, temporarily suspend this Agreement, and/or blacklist/deactivate the Vendor in the event of any breach by the Vendor, in accordance with the Vendor Deactivation

The termination of this Agreement under any of the above mentioned circumstances shall not impact or undermine any rights that have accrued to any Party before such termination. Following termination, Alivelu Agro Private Limited and OriginO.shop shall promptly settle all undisputed outstanding amounts owed to the Vendor under this Agreement, contingent upon the receipt of Alivelu Agro Private Limited and OriginO.shop's Service Fee/Vendor's Commission from the Vendor.