SELLERS TERMS & CONDITIONS

 

Selling on AAPKA APNA BAZAR Service Terms

The Selling on AAPKA APNA BAZAR PRIVATE LTD Service ("Selling on AAPKA APNA BAZAR") is a Service that allows you to list products for sale directly via the AAPKA APNA BAZAR Site. Selling on AAPKA APNA BAZAR is operated by AAPKA APNA BAZAR Private Limited. These Selling on AAPKA APNA BAZAR Service Terms are part of the AAPKA APNA BAZAR Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on AAPKA APNA BAZAR. BY REGISTERING FOR OR USING SELLING ON AAPKA APNA BAZAR, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTION AGREEMENT AND THESE SELLING ON AAPKA APNA BAZARSERVICE TERMS. Unless defined in these selling on AAPKA APNA BAZAR Service Terms (including the selling on AAPKA APNA BAZAR Definition), all capitalized terms have the meanings given them in the Business Solutions Agreement.

A-1. Your Product Listings and Orders 

A-1.1 Products and Product Information. You will, in accordance with applicable Program Policies, provide accurate and complete Required Product Information for each product that you make available to be listed for sale through the AAPKA APNA BAZAR Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the AAPKA APNA BAZAR Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the AAPKA APNA BAZAR Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the AAPKA APNA BAZAR Site. For each item you list on the AAPKA APNA BAZAR Site, you will provide to us the state or country from which the item ships.

A-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the AAPKA APNA BAZAR Site in the applicable product categories which are supported for third party sellers generally on the AAPKA APNA BAZAR Site on the applicable Selling on AAPKA APNA BAZAR Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the AAPKA APNA BAZAR Associated Properties or any other functions, features, advertising, or programs on or in connection with the AAPKA APNA BAZAR Site). AAPKA APNA BAZAR reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the AAPKA APNA BAZAR Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the AAPKA APNA BAZAR Site and AAPKA APNA BAZAR may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section A-5.

A-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the AAPKA APNA BAZAR Site and further subject to any shipping and handling charge Program Policies for the AAPKA APNA BAZAR Site.  Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For AAPKA APNA BAZAR-Fulfilled Products, AAPKA APNA BAZAR will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfillment by AAPKA APNA BAZAR Service Terms.

A-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information.

A-2. Sale and Fulfillment, Refunds and Returns

A-2.1 Sale and Fulfillment. Other than as described in the Fulfillment by AAPKA APNA BAZAR Service Terms (if applicable to you), or as provided in any applicable Service Terms or Program Policies, for the AAPKA APNA BAZAR Site for which you decide to register or use the Selling on AAPKA APNA BAZAR Service, you will: (a) source, sell, fulfill, ship and deliver your Seller-Fulfilled Products, and source and sell your AAPKA APNA BAZAR-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the AAPKA APNA BAZAR Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the AAPKA APNA BAZAR Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to AAPKA APNA BAZAR information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For AAPKA APNA BAZAR-Fulfilled Products, if any, the Fulfillment by AAPKA APNA BAZAR Service Terms will apply to the storage, fulfillment and delivery of such AAPKA APNA BAZAR-Fulfilled Products.

A-2.2 Returns and Refunds. For all of Your Products that are not fulfilled using Fulfillment by AAPKA APNA BAZAR, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the AAPKA APNA BAZAR Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Program Policies and the terms of this Business Solutions Agreement. You will route all such payments through AAPKA APNA BAZAR. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Fulfillment by AAPKA APNA BAZAR, the AAPKA APNA BAZAR Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable AAPKA APNA BAZAR Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section A-5). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid. 

A-3. Problems with Your Products 

A-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section A-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for AAPKA APNA BAZAR-Fulfilled Products, if any, the Fulfillment by AAPKA APNA BAZAR Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

A-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the "A-to-z Guarantee" offered on the AAPKA APNA BAZAR Site, or other dispute, relating to the offer, sale or fulfillment of Your Product(s) (other than a chargeback) concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section A-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us.

A-4. Compensation 

You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on AAPKA APNA BAZAR Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on AAPKA APNA BAZAR Subscription Fee" means the fee specified as such on the Selling on AAPKA APNA BAZAR Fee Schedule for the AAPKA APNA BAZAR Site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Fixed Fees" means the applicable fee, if any, as specified in the Selling on AAPKA APNA BAZAR Fee Schedule for the AAPKA APNA BAZAR Site; and (z) "Platform Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the AAPKA APNA BAZAR Site specified on the Selling on AAPKA APNA BAZAR Fee Schedule for the AAPKA APNA BAZAR Site at the time of Your Transaction, based on the categorization by AAPKA APNA BAZAR of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of AAPKA APNA BAZAR-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.

All taxes or surcharges imposed on fees payable by you to AAPKA APNA BAZAR will be your responsibility.

A-5 Sales Proceeds & Refunds. 

A-5.1.Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.

Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfillment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.

A-5.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section A-2.2, on the next available Designated Day for AAPKA APNA BAZAR Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.

"Designated Day" means any particular Business Day of the week designated by AAPKA APNA BAZAR on a weekly basis, in its sole discretion, for making remittances to you.

"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.

"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on AAPKA APNA BAZAR Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the AAPKA APNA BAZAR Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBAAB Fee Schedule for AAPKA APNA BAZAR Site), if applicable; and (h)tax collected at source under applicable Law. 

A-5.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.

 

A-6. AAPKA APNA BAZAR’s Marketplace, Websites and Services 

AAPKA APNA BAZAR has the right to determine, the design, content, functionality, availability and appropriateness of its marketplace, websites, selection and any product or listing on the AAPKA APNA BAZAR Site or the AAPKA APNA BAZAR Associated Properties, and all aspects of each Service, including your use of the same. AAPKA APNA BAZAR may assign any of these rights or delegate any of its responsibilities.  

A-7. Tax Matters 

In addition to the General Terms, you agree that, the price stated by you for Your Products is inclusive of all taxes including VAT/CGST, customs duty, excise duty or other tax or levy that may be required to be remitted in connection with such sale, unless otherwise provided in any Program Policy or otherwise agreed by AAPKA APNA BAZAR in advance in writing.

All payments by AAPKA APNA BAZAR to you shall be made subject to applicable withholding taxes under applicable Governing Laws. AAPKA APNA BAZAR will retain, in addition to its net fees together with any applicable taxes that AAPKA APNA BAZAR determines, as it is obligated to charge or collect on the fees, an amount equal to applicable withholding taxes.

If you are required deposit withholding tax in the form and manner as prescribed under applicable Governing laws, you will issue an appropriate tax withholding certificate for such amount to AAPKA APNA BAZAR.

You may submit a reimbursement claim with a valid tax withholding certificate in Form 16A within one month from the due date of issuance of Form 16A as per statutory timelines.  AAPKA APNA BAZAR shall reimburse the claim post verification and reconciliation with service fee as per books of accounts.  AAPKA APNA BAZAR will have right to reject the claim if the claimed amount does not match with service fees invoices. AAPKA APNA BAZAR shall maintain the right to recover any excessive claims paid to you.

AAPKA APNA BAZAR has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case AAPKA APNA BAZAR successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.

Selling on AAPKA APNA BAZAR Definitions

"AAPKA APNA BAZAR-Fulfilled Products" means any of Your Products that are fulfilled using the Fulfillment by AAPKA APNA BAZAR Service.

"AAPKA APNA BAZAR Refund Policies" means the return and refund policies published on the AAPKA APNA BAZAR Site.

"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the AAPKA APNA BAZAR Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that AAPKA APNA BAZAR designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.

"Refund Administration Fee" means the lesser of INR 300 or twenty percent (22%) of the applicable Platform fee. 

"Required Product Information" means, with respect to each of Your Products in connection with the AAPKA APNA BAZAR Site, the following (except to the extent expressly not required under the applicable Program Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as AAPKA APNA BAZAR may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by AAPKA APNA BAZAR from time to time); (d) categorization within each AAPKA APNA BAZAR product category and browse structure as prescribed by AAPKA APNA BAZAR from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any AAPKA APNA BAZAR published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefore); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).

"Seller-Fulfilled Products" means any of Your Products that are not fulfilled using the Fulfillment by AAPKA APNA BAZAR Service.

"Selling on AAPKA APNA BAZAR Launch Date" means the date on which we first list one of Your Products for sale on the AAPKA APNA BAZAR Site.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

 

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through selling on AAPKA APNA BAZAR only.

Fulfillment by AAPKA APNA BAZAR Service Terms

Fulfillment by AAPKA APNA BAZAR ("FBAAB") provides fulfillment and associated services for Your Products. FBAAB is operated by AAPKA APNA BAZAR Private Limited.

These FBAAB Service Terms are part of the AAPKA APNA BAZAR PRIVATE LIMITED Services Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in FBAAB. BY REGISTERING FOR OR USING FBAAB, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTION AGREEMENT AND THESE FBAAB SERVICE TERMS. Unless defined in these FBAAB Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.

B.1. Your Products 

Once you are accepted into FBAAB, you must apply to register each product you sell that you wish to include in the FBAAB program in connection with the AAPKA APNA BAZAR Site. You may not include any product in the FBAAB program which is a FBAAB excluded product for the AAPKA APNA BAZAR Site. We may refuse registration in FBAAB of any product in connection with the AAPKA APNA BAZAR site, including on the basis that it is an FBAAB Excluded Product or that it violates applicable Program Policies. You may at any time withdraw registration of any of Your Products from FBAAB in connection with the AAPKA APNA BAZAR Site.

B.2. Product and Shipping Information 

You will, in accordance with applicable Program Policies, provide in the format we require accurate and complete information about Your Products registered in FBAAB (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

B.3. Shipping to AAPKA APNA BAZAR

B.3.1. For the AAPKA APNA BAZAR Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Program Policies for the AAPKA APNA BAZAR Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination"; and (c) all Units comply with AAPKA APNA BAZAR's labeling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and AAPKA APNA BAZAR will not pay any shipping costs except as provided in Section B-3.2. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Fulfillment Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If AAPKA APNA BAZAR is listed on any import documentation, AAPKA APNA BAZAR reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by AAPKA APNA BAZAR will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section B-7).

B.3.2. You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit).  We may return or dispose of or destroy any Unsuitable Unit as provided in Section B-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to AAPKA APNA BAZAR, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section B-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) calendar days after we notify you that we are in possession of it.  In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units. 

B.4. Storage 

We will provide storage services as described in these FBAAB Service Terms once we confirm receipt of delivery.  We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfillment Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBAAB Lost and Damaged Inventory Reimbursement Policy. Payment of the replacement value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor.  The replacement value is inclusive of any GST/VAT/CST/good and services tax (as applicable) and if the replacement value is subject to GST/VAT/CST/goods and services tax, you agree to provide a valid GST/VAT/CST/goods and services tax invoice to AAPKA APNA BAZAR.  In consideration of payment of the replacement value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units.  Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement.  We reserve the right to change, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Fulfillment Centers in accordance with Section 14, and you will comply with any of these restrictions or limitations. 

B.5. Fulfillment 

We will ship Units from our inventory of Your Products in connection with the AAPKA APNA BAZAR Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants.

B.6. Customer Returns 

B.6.1. We will receive and process returns of any AAPKA APNA BAZAR Fulfillment Units in accordance with the terms of your Seller Agreement, these FBAAB Service Terms and the Program Policies for the AAPKA APNA BAZAR Site. Any Sellable Units registered in connection with the AAPKA APNA BAZAR Site that are also AAPKA APNA BAZAR Fulfillment Units and that are properly returned will be placed back into the inventory of Your Products in the FBAAB Program for the AAPKA APNA BAZAR Site. We may fulfill customer orders for Your Products in connection with the AAPKA APNA BAZAR Site with any AAPKA APNA BAZAR Fulfillment Units returned in connection with the AAPKA APNA BAZAR Site. Except as provided in Section B-7, you will retake title of all Units that are returned by customers.

B.6.2. Except as provided in Section B-7, we will, at your direction, either return or dispose of or destroy any AAPKA APNA BAZAR Fulfillment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section B-7.  Without limitation of our rights under Section B-7.4, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section B-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within thirty (30) calendar days after we notify you of the Unsuitable Unit.

B.6.3. You will be responsible for all tax obligations including but not limited to GST/VAT/CST, sales, service and goods and services taxes as result of any returns.

B.7. Returns to You and Disposal 

B.7.1. You may, at any time, request that Units be returned to you. We may, with notice, return Units to you, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Fulfillment Centre is located (or, at AAPKA APNA BAZAR's sole discretion, your designated shipping address within India. If the address we have for you in connection with the AAPKA APNA BAZAR Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as appropriate based on the inventory and, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain any proceeds we may receive from the disposal. You agree that any proceeds we may receive from the disposal are fair and reasonable compensation for any costs we incur in connection with the disposal. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any check posts.

B.7.2. You may, at any time, request that we dispose of or destroy Units. In this case, we may dispose of or destroy these Units as appropriate based on the inventory. Subject to Section B.4 above, title to each disposed or destroyed Unit will transfer to us at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of or destroy the Unit, and we may, subject to any replacement or reimbursement done as required under applicable law, this Agreement and our Program Policies, retain all proceeds, if any, received from the disposal of any Unit.

B.7.3. You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).

B.7.4. Disposal of Unsuitable Units. In the event any AAPKA APNA BAZAR Fulfillment Unit is returned to our Site Fulfillment Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section B.3.2), (a) dispose of or destroy such Unit in case you fail to remove such Unit from our Site Fulfillment Centre within a period of thirty (30)  days from the date we notify you that its removal is required, for instance because your use of FBAAB is suspended or terminated or your seller account is suspended, terminated or closed; and (b) immediately dispose of or destroy such Unit if: (i) we determine that such Unit has no replacement value; (ii) we determine that the Unit creates a safety, health or liability risk to AAPKA APNA BAZAR, our personnel or any third party; or (iii) we obtain knowledge of your engagement in fraudulent or illegal activity; or (iv) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 and are exposed to liability towards a third party. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.

B.8. Reporting 

You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Fulfillment Centers. You will be solely responsible for clearing any goods held up at any check posts or seized by tax authorities as a result of non-compliance of any required documentation requirements.

B.9. Customer Service 

B.9.1. We will be responsible for all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to AAPKA APNA BAZAR Fulfillment Units. We will determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any AAPKA APNA BAZAR Fulfillment Unit and we will require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Program Policies for the applicable AAPKA APNA BAZAR Site). Except as provided in this Section B-9 regarding any AAPKA APNA BAZAR Fulfillment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for GST/VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to GST/VAT/CST, sales, service and goods and services taxes invoices and credit memos.

B.9.2. In situations relating to AAPKA APNA BAZAR Fulfillment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, and for any breach of contractual obligation / non-performance of obligations by AAPKA APNA BAZAR as covered under the Program Policies causing such damage or loss we will, at our option for any AAPKA APNA BAZAR Fulfillment Unit (i) ship a replacement Unit to the customer and pay you the applicable replacement value (as described in the FBAAB Lost and Damaged Inventory Reimbursements Policy for the replacement Unit or (ii) process a refund to the customer and pay you the replacement value for the Unit. Any customer refund will be processed in accordance with the Selling on AAPKA APNA BAZAR Service Terms. Notwithstanding the terms of the Selling on AAPKA APNA BAZAR Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on AAPKA APNA BAZAR Service Terms and these Service Terms, respectively. Except as expressly provided in this Section B-9.2 you will be responsible for all costs associated with any replacement or return.

B.9.3. If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to Section B-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section B-6. If we do put it back into your inventory, you will compensate us for the applicable replacement value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the AAPKA APNA BAZAR Site in accordance with the Seller Agreement, and will be subject to all terms and conditions applicable thereto.

B.10. Compensation 

B.10.1. Fees. You will pay us the applicable fees (including storage, fulfillment, removal and disposal fees) set out in the FBAAB Fee Schedule for the AAPKA APNA BAZAR Site. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfillment Centre and is available for fulfillment by AAPKA APNA BAZAR (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit.

B.10.2. Shipping and Gift Wrap. For any AAPKA APNA BAZAR Fulfillment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfill through the FBAAB Program. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to GST/VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.

B.10.3. Taxes on Fees Payable to AAPKA APNA BAZAR. In regard to these Service Terms you can provide a GST/VAT / goods and services tax registration number or evidence of being in business, if you do not have a GST/VAT / goods and services tax registration number. If you are GST/VAT / goods and services tax registered, or in business but not GST/VAT / goods and services tax registered, you give the following warranties and representations:

(a) all services provided by AAPKA APNA BAZAR to you are being received by your establishment under your designated GST/VAT / goods and services tax registration number; and

(b) (i) the GST/VAT / goods and services tax registration number, or the evidence of being in business, you submit to AAPKA APNA BAZAR belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the GST/VAT / goods and services tax registration number, if evidence of being in business, you submit to AAPKA APNA BAZAR; and (iii) that the GST/VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by AAPKA APNA BAZAR in case of any changes.

AAPKA APNA BAZAR reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your GST/VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize AAPKA APNA BAZAR to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to AAPKA APNA BAZAR upon request. AAPKA APNA BAZAR reserves the right to charge you any applicable unbilled GST/VAT / goods and services tax if you provide a GST/VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. GST/VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic GST/VAT / goods and services tax invoices in a format and method of delivery as determined by AAPKA APNA BAZAR.

All payments by AAPKA APNA BAZAR to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. AAPKA APNA BAZAR will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to AAPKA APNA BAZAR sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, AAPKA APNA BAZAR will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, AAPKA APNA BAZAR shall have the right to utilize the retained amount for discharging its tax liability.

Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to AAPKA APNA BAZAR and AAPKA APNA BAZAR shall provide necessary support and documentation as may be required by you for discharging your obligations.

AAPKA APNA BAZAR has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case AAPKA APNA BAZAR successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source.

Any taxes applicable in addition to the fee payable to AAPKA APNA BAZAR shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you.

B.10.4. Registration of Fulfilment Centres for GST/VAT / CST / goods and services tax: AAPKA APNA BAZAR understands and agrees that you would be required to register the Site Fulfillment Centers wholly or partly as your place of business from a GST/VAT / CST / goods and services tax regulations perspective. AAPKA APNA BAZAR shall issue a no-objection certificate as required to enable you to register the Site Fulfillment Centers as your additional place of business from a GST/VAT / CST / goods and services tax regulations perspective. AAPKA APNA BAZAR shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified AAPKA APNA BAZAR and its Affiliates, in addition to Section B.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Fulfillment Centers) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while AAPKA APNA BAZAR would support this process as reasonably required. You further represent and warrant that you will not register Site Fulfillment Centers as your principal place of business but only as an additional place of business.

B.11. Indemnity 

In addition to your obligations you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section B-4), including any personal injury, death or property damage; and, if applicable, b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.

B.12. Release 

You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge AAPKA APNA BAZAR and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these FBAAB Service Terms, which the Releasing Parties are giving up by agreeing to these FBAAB Service Terms. It is your intention in agreeing to these FBAAB Service Terms that these FBAAB Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.

B.13. Disclaimer 

WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.

B.14. Effect of Termination 

Your termination rights are set out in Section 3 of this Agreement. Following any termination of the FBAAB Service Terms in connection with the AAPKA APNA BAZAR Site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the AAPKA APNA BAZAR Site as provided in Section B-7.  If you fail to direct us to return or dispose of or destroy the Units within ninety (90) calendar days after termination, then we may elect to return and/or dispose of or destroy the Units in whole or in part, as provided in Section B-7, and you agree to such action. Upon any termination of these FBAAB Service Terms in connection with the AAPKA APNA BAZAR Site, all rights and obligations of the parties under these FBAAB Service Terms with regard to the AAPKA APNA BAZAR Site will be extinguished, except that the rights and obligations of the parties under Sections B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8, B-9, B-10, B-11, B-12, B-13 and B-14 with respect to Units received or stored by AAPKA APNA BAZAR as of the date of termination will survive the termination. 

B.15. Tax Matters 

You understand and acknowledge that storing Units at the Site Fulfillment Centers may create a tax presence for you in the applicable territory in which the Site Fulfillment Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage.  You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold AAPKA APNA BAZAR and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section B-11 of these FBAAB Service Terms and agree to pay any of these over to AAPKA APNA BAZAR promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to GST/ VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.

B.16. Additional Representation 

In addition to your representations and warranties, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBAAB Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours and minimum ages of workers).

FBAAB Definitions

"AAPKA APNA BAZAR Fulfillment Units" means Units fulfilled using FBAAB that are sold through the AAPKA APNA BAZAR Site. For avoidance of doubt, if you have successfully registered for both FBAAB and Selling on AAPKA APNA BAZAR for the AAPKA APNA BAZAR Site, then the term "AAPKA APNA BAZAR Fulfillment Units" and the defined term "AAPKA APNA BAZAR-Fulfilled Products" in the Selling on AAPKA APNA BAZAR Service Terms both refer to the same items.

"FBAAB Excluded Product" means, with respect to the AAPKA APNA BAZAR Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the program Policies for the www.aapkaapnabazar.com. sites

"Sellable Unit" means a Unit that is not an Unsuitable Unit.

"Seller Agreement" means the Selling on AAPKA APNA BAZAR Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by AAPKA APNA BAZAR) between you and us that permit you to list and sell products via the AAPKA APNA BAZAR Site www.aapkaapnabazar.com

"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.

"Site Fulfillment Centre(s)" means the fulfillment centre(s) designated or used by AAPKA APNA BAZAR to store and fulfill Units in connection with a particular AAPKA APNA BAZAR Site.

"Unit" means a unit of Your Product that you deliver to AAPKA APNA BAZAR in connection with the FBAAB Program in connection with the AAPKA APNA BAZAR Site.

"Unsuitable Unit" means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with AAPKA APNA BAZAR before shipment or do not match the product that was registered; (c) that is an FBAAB Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Program Policies); or (d) that AAPKA APNA BAZAR determines is otherwise unsuitable.

AAPKA APNA BAZAR Advertising Service Terms

The AAPKA APNA BAZAR Advertising Service Terms govern your use of AAPKA APNA BAZAR Advertising, a Service that allows you to advertise your products. The AAPKA APNA BAZAR Advertising Service Terms apply to your use of the Ad Services.

Your use of the Ad Services (as defined in the AAPKA APNA BAZAR Advertising Agreement) is governed by the AAPKA APNA BAZAR Advertising Agreement. You accept the AAPKA APNA BAZAR Advertising Agreement, which may be updated from time to time by AAPKA APNA BAZAR in accordance with its terms. The AAPKA APNA BAZAR Advertising Agreement is available at https://aapkaapnabazar.in/advertising-terms . In the event of any conflict between the General Terms or Program Policies and the AAPKA APNA BAZAR Advertising Agreement with respect to the Ad Services, the AAPKA APNA BAZAR Advertising Agreement will prevail to the extent of the conflict. If the AAPKA APNA BAZAR Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.