Terms and Conditions
These Terms & Conditions (“Terms”) form part of the Vendor Agreement (“Vendor Agreement”) entered into between the Kulshai.com, a company incorporated under the Commercial Companies Law of Oman, 2013 having its registered office at Oman (“Company”) and you, the Vendor (“Vendor”). The Terms are incorporated in the Vendor Agreement by way of reference and constitutes part of the binding Vendor Agreement executed between the Company and the Vendor.
The domain name www.kulshai.com (hereinafter referred to as “Portal/Website”) is owned by the Company and operates as an online e-commerce marketplace for the display, advertising and sale of lifestyle products by various vendors to the end customers (“Customers”) and provides related services to the vendors and to the Customers / users of the Portal on behalf of the vendors (as the vendor’s service provider). The Company shall act as Vendor’s service provider for providing various services in relation to the sale of its Products as agreed under the Vendor Agreement (“Products”), and the use of the Portal for enabling promotion / advertisement of the its Products (“Services”).
- The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor on the Portal. The Company has the right to refuse to display, or withdraw from the Portal, any Product for sale on the Portal.
- The Products offered for sale by the Vendor are either manufactured by the Vendor or aresourced/ purchased by the Vendor from third party suppliers/manufacturers (“Suppliers”).The Vendor shall have valid, clear and marketable title to all the Products. Vendor shall (either itself or through its Suppliers) be responsible for all warranty and aftersales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regard.
- Title to Products
- No risk or title to the Products shall pass to the Company at any point of time for any reason The title and risks to the Products shall be deemed to pass directly from the
Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.
- Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the termination of the Vendor Agreement together with these Terms & Conditions.
- Services provided by the Company
As part and parcel of the Services, the Company shall carry out the following functions for and on behalf of the Vendor for consideration as agreed under the Vendor Agreement.
- Facilitation of Sale of Products through the Portal:
- The Vendor authorizes the Company to, on behalf of the Vendor, provide to Customers / users of the Portal:
- All relevant information and assistance in relation to the listed Products, sales and thereof.
- Information in relation to status of the order placed by Customers, and
- Operating a customer helpdesk for other inquiries in relation to Products and orders, customer complaints and grievances.
- Vendor rating based on vendor performance and customer reviews
- The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.
- The Vendor authorizes the Company to offer certain discounts during the year wherein the discount % and sharing ratio shall be decided mutually between the Vendor and the Company from time to time.
- The Company shall advertise / display, on behalf of the Vendor, the Products on the Portal based on the preference opted for by the Vendor in the Vendor Agreement.
- The costs of such advertisement shall be borne by the Vendor as mutually agreed between the Company and the Vendor as per terms of the Vendor Agreement.
- Ordering, Packaging and Delivery:
- The Portal will enable Customers to place orders for the Product(s) they wish to purchase on the Website.
- Upon receiving the confirmation of the order by the Customer, the Company will update the details of the confirmation of the order on the internal portal which the Company shall maintain for the Vendor.
- The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the Company shall be entitled to, and
be deemed to have been authorized by the Vendor, to collect directly or through its
nominees or third party service providers, the relevant Product(s) from the Vendor for
the purposes of delivering to the Customer on behalf the Vendor, within 24 hours of the
confirmed order being received on the Portal. The Vendor will use packing material
mutually agreed with the Company.
- The Vendor shall ensure to provide all relevant authorisations in favour of the Company to facilitate aforesaid collection of the relevant Products.
- The Company shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.
- Invoicing and Collection:
- The Vendor will generate, print and issue an invoice for the purchased Product to the Customers from the Vendor portal provided by the Company. At times, the Invoice may contain some additional shipping, COD or any other charges charged to the Customer based on the Company’s policy from time to time. The Vendor agrees to book the same in their books against which the Company will raise the debit note to the Vendor for equivalent amount resulting in no gain/ loss to the Vendor.
- Freight charges shall be mutually agreed separately (which will form part of the Vendor Agreement) which the Company shall collect from the Customers on behalf of the Vendor.
- Payment Terms
- The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, cash on delivery or any other legal methods of payment as may be available on the Portal from time to time.
- The payment of sale proceeds of the Products by the Company to the Vendor shall be on a fortnightly basis. At the expiry of every twenty (20) calendar days from a fortnight (each a
“relevant fortnight”), the Company shall remit to the Vendor the sale proceeds of the
Products which have been duly delivered to the Customers during a relevant fortnight after
deducting there from (i) the Company’s Margin on the Products sold and delivered to the Customers as agreed in the Vendor Agreement (“Margin”); (ii) any other costs incurred by the
Company in relation to provision of other Services, as agreed under the Vendor Agreement
(including without limitation the shipping charges, COD charges, advertisement costs etc.);
(iii) any adjustments for any RTO and returns received from the Customers within three (3)
months from the date of delivery of Products to a Customer; (iv) all other amounts due
and payable by the Vendor to the Company on accordance with these Terms & Conditions
and / or the Vendor Agreement; and (v) applicable withholding tax, if any.
- Return & Refund
- The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of Products through the Portal.
- The Vendor has been provided a copy of the R&R Policy or has been given access to the
R&R Policy and the Vendor hereby confirms that the terms of the R&R Policy are acceptable
to the Vendor.
- The Company shall prominently display the R&R Policy on the Portal so that the Customers are aware of the R&R Policy.
- If a Customer is entitled to a return or refund for any Product in accordance with the R&R
Policy, the Company shall make such return or refund solely on behalf of the Vendor as per
the R&R Policy and adjust the amount so paid to such Customer from any amounts payable
by the Company to the Vendor. The Vendor hereby agrees that such adjustments can be
made from the amounts payable by the Company to the Vendor up to a period of 3 (three)
months from the date of delivery of Products to the Customer.
- Use of Intellectual Property
- The Vendor hereby grants to the Company for the Term a royalty free irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company as contemplated hereunder.
In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all
applicable licenses and consents for the use of such Supplier’s Intellectual Property in
connection with the Product being sourced from such Supplier for the purposes of providing
the Services by the Company, prior to the display / advertising of such Products on the Portal.
In the event the Company receives a claim and/or notice from an owner/manufacturer of products regarding infringement of its intellectual property rights, the Company shall forward such claim to the Vendor and Vendor shall be liable to defend such claims and keep the Company harmless and indemnified against the same. The Company may also provide all necessary information regarding the Vendor to any such party from whom a genuine claim has been received by the Company and the Vendor shall have no objection to the same. The Company may further take any other appropriate legal action against the Vendor, as it may deem fit, in this regard.
- The term “Intellectual Property” shall mean and include logos, trade names, brand names,
trademarks, copyrights and other relevant intellectual property rights relevant to the
advertisement and sale of the Products.
The Parties shall keep all negotiations confidential and maintain the contents of these Terms & Conditions together with Vendor Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of (i) disclosures necessary to be made to each Party’s consultants, advisors, employees / directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and (ii) disclosures required by law.
- These Terms & Conditions shall become effective on the Effective Date as mentioned in the Vendor Agreement and shall remain in force unless Vendor Agreement is terminated between the Parties in accordance with the terms hereof (“Term”).
- The Vendor Agreement may be terminated by either Party in accordance with the following:
- Upon material breach of these Terms & Conditions or Vendor Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non-breaching Party, the non-breaching Party shall be free to terminate the Vendor Agreement forthwith
- Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Vendor Agreement forthwith.
- Either Party may terminate the Vendor Agreement upon one month’s prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for
the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion
of its assets and is not discharged within sixty (60) days after his appointment; or (c)
such Party commences any proceeding for relief from its creditors in any court under
any insolvency statutes.
- The Company may (a) forthwith terminate the Vendor Agreement where the Company reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the Company and / or the Website; or (b) terminate the Vendor Agreement by giving a 1 (one) month notice in writing to the Vendor.
- Consequences of Expiry/Termination: Upon termination of the Vendor Agreement:
- The Company shall be entitled to remove the Products of the Vendor displayed on the Portal and/or advertised on the Portal.
- All orders in relation to the Products of the Vendor that have been received prior to the termination of the Vendor Agreement and all obligations to return the Product and/or
refund the amount paid by the Customer which may arise in the period after the date of
termination hereof, shall be honoured and completed, notwithstanding any termination
hereof, in accordance with the terms of these Terms & Conditions and the R&R Policy;
and the Vendor agrees and undertakes to co-operate with the Company for the same.
- The Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the Company under the Vendor Agreement, including any amount refunded by the Company to the Customer after the termination, which shall be paid by the Vendor to the Company immediately upon receipt of any demand from the Company in this regard.
- The Company shall within 30 (thirty) days of the date of termination, make payment of all outstanding amounts that are due to the Vendor in accordance with the terms of this Agreement.
- The rights and obligations of the Parties which have arisen hereunder up to the time of termination shall not be affected.
- Within forty-five (45) days from the termination of the Vendor Agreement the Vendor shall submit to the Company a “no due certificate”, to the satisfaction of the Company.
Each Party (the “Indemnifying Party”) shall promptly on demand indemnify and hold harmless
the other Party and the other Party’s officers, directors, employees and agents ( collectively, the
“Indemnified Party”) for and against all liabilities, costs and expenses (including reasonable
attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Indemnified Party that
arise out of or in any way relate to, or result from any breach by the Indemnifying Party of any of
the provisions of the Vendor Agreement together with the Terms & Conditions (including, without
limitation, any of the representations or warranties of the Indemnifying Party set forth herein), or
negligence, fraud or wilful misconduct of Indemnifying Party, or any claim, demand, suit, action
or proceeding brought by a third party that involves, relates to or concerns a violation or other
breach by the Indemnifying Party of any of the provisions of the Vendor Agreement together with
Terms & Conditions (including, without limitation, any of the representations or warranties of the
Indemnifying Party set forth herein) or the negligence, fraud or wilful misconduct of the
Indemnifying Party. The Indemnified Party shall give prompt notice to the Indemnifying Party of
the existence and specifics of any such claims.
- General Clauses
- The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.
- These Terms & Conditions together with Vendor Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.
- These Terms & Conditions are applicable for all Vendors and may be modified by the
Company from time to time with prior intimation to the Vendors. Vendors hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company.
- The Vendor shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Vendor Agreement or Terms & Conditions without the prior written consent of the the Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions contained herein.
- Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.
- Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfilment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Vendor Agreement together with the terms & Conditions.
- Governing Law and Jurisdiction
These Terms and Conditions together with the Vendor Agreement shall be read and construed in
accordance with the laws of Oman. All disputes arising out of or in relation to these Terms and Conditions and/or the Vendor Agreement shall be subject to the exclusive jurisdiction of courts at Muscat,Oman.