Vendor e-Marketplace Services Agreement
HCX Global e-Marketplace Solutions Agreement
This agreement, between HCX Global, its official affiliates, and its Vendors (companies selling through HCX Global), contains the terms and conditions that govern Vendor access to and use of the services through a particular account or accounts and is an agreement between Vendor or the business Vendor represent ("Vendor") and HCX Global by registering for or using the services, Vendor (on behalf of Vendor self or the business Vendor represent) agree to be bound by the terms of this agreement, including the Terms of Service and HCX e-Marketplace policies.
As used in this Agreement, "we," "us," and "HCX" means HCX Global, named in the applicable Service Terms. If there is any conflict between these General Terms and the applicable Service Terms, the “Selling on HCX Global - Terms of Service” will govern. “Vendor”, “Vendor Company”, “Vendor” and “Vendors” refer to companies or individuals selling through the HCX Global Marketplace.
To begin the enrolment process, Vendor must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the agreement, Vendor must provide us with following Vendor business' details:
Legal Name of the Entity
Address - Registered Corporate Address
Phone Number: Corporate Headquarter
e-Mail address: Authorised Company Representatives
Permanent Account Number (PAN) issued by Government of India
Goods & Service Tax Number (GST) issued by Government of India
Any other Applicable tax registration details
2. Term and Termination
The term of this Agreement will start on the date of Vendor registration for one or more of the Services (the "Effective Date") and continue until terminated by us or Vendor as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to Vendor for any reason at any time. Vendor may terminate this Agreement or any Service for any reason at any time by the means then specified by HCX Global therefor.
B. Permission to Use Logo and Marketing Communication
Vendor hereby grants us a royalty-free, non-exclusive, worldwide, irrevocable right and permissions during the Term and for as long thereafter as Vendor are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, works of, and otherwise commercially or non-commercially use in any manner, any and all of Vendor brand, marketing & brand communication Materials. However we will not alter any of Vendor Trademarks from the form provided by Vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with Vendor removal requests as to specific uses of Vendor Trademarks.
Vendor represent and warrant to us that:
C.1 Vendor as a business are duly organized, validly existing and in good standing under the Laws of the territory in which Vendor business is registered to conduct business in India;
C.2 Vendor have all requisite right, power and authority to enter into this Agreement and perform Vendor obligations and grant the rights, licences and authorizations Vendor grant hereunder;
C.3 Vendor and all of Vendor subcontractors, agents and suppliers will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in Vendor performance of Vendor obligations and exercise of Vendor rights under this Agreement;
Vendor release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to:
(a) Vendor actual or alleged breach of any obligations in this Agreement;
(b) Vendor Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or
(c) Vendor Taxes.
Vendor will use counsel reasonably satisfactory to us to defend each indemnified Claim.
E.1. The HCX Global site and the services, including all content, software, functions, materials and information available or provided in connection with the services, are provided by HCX Global to help Vendor avail the services at Vendor’s own risk. We do not warrant that the functions contained in the HCX Global site or the services be available, timely, secure, uninterrupted or error free, and we will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions.
6.2. HCX Global is only providing e-marketplace services to facilitate transactions between customers and sellers or other participant dealings, if a dispute arises between one or more participants, the Vendor releases HCX Global (and its agents, affiliates and employees) from claims, demands, and damages (actual and consequential) of every kind and nature.
F. Limitation of Liability
We will not be liable in any form to Vendor or any other person for any investment made by Vendor or Vendor affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement. Further, except in case of gross negligence or wilful misconduct, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated hereby will not exceed at any time the total amounts during the prior six month period paid by Vendor to HCX Global in connection with the particular service and the HCX Global site giving rise to the claim.
G. Tax Matters
As between the parties, Vendor will be responsible for the collection and payment of any and all of Vendor Taxes together with the filing of all relevant returns, such as VAT / CST, GST, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. HCX Global is not responsible for collecting, remitting or reporting any VAT/CST, GST, IGST or other taxes arising from such sale. Vendor are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.
It is Vendor’s responsibility as a seller on the HCX Global Site to choose the most applicable product tax codes (HSN Codes) and assign Harmonized System of Nomenclature / Service accounting Code applicable for Vendor listing, such that the correct tax rate is applied on all listings offered for sale by Vendor. If we determine that Vendor are not in compliance with this section, then we may suspend the services provided to Vendor on the HCX Global Site.
In case of any discrepancy in the reporting / returns filed by Vendor, Vendor agree that Vendor will resolve such discrepancy immediately and indemnify HCX Global against any tax, interest and penalty payable in this regard.
During the course of Vendor use of the Services, Vendor may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). Vendor agree that all Confidential Information will remain HCX Global's exclusive property and Vendor will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. Vendors are allowed to use our Name, HCX Global, in any press release or to make any public statement related to the Services, or use our name, trademarks or logo in any way (in marketing or promotional material only) with our advance written permission. Failure to do so may be deemed as wilful misrepresentation or embellishment of our relationship in any way.
I. Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
J. Relationship of Parties
Vendor and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Vendor will have no authority to make or accept any offers or representations on our behalf. Vendor will not make any statement, whether on Vendor site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between Vendor and us, unless specified so via a different contract.
We may amend any of the terms and conditions contained in this Agreement (including the Terms of Service and e-Marketplace policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on the HCX Global Site, and Vendor are responsible for reviewing these locations and informing Vendor self of all applicable changes or notices. Vendor should refer regularly to Vendor Account , to understand the current Agreement and Programme Policies and to be sure that the items Vendor offers for sale can be sold via the Service in connection with the HCX Global Site. Vendor’s continued use of a service after HCX Global's posting of any changes will constitute Vendor’s acceptance of such changes or modifications.
L. Password Security
Any password we provide to Vendor may be used only during the Term to access Vendor Account (or other tools we provide) to use the Service, electronically accept Vendor Transactions, and review Vendor completed transactions. Vendor are solely responsible for maintaining the security of Vendor password. Vendor may not disclose Vendor password to any third party (other than third parties authorized by Vendor to use Vendor Account in accordance with this Agreement) and are solely responsible for any use of or action taken under Vendor password. If Vendor password is compromised, Vendor must immediately change Vendor password.
This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Mumbai regarding any dispute with HCX Global relating in any way to this Agreement or Vendor’s use of the Services.
Vendor agrees that we may, in our sole discretion, disclose or make available any information provided or submitted by Vendor or related to Vendor participation under this Agreement (including information regarding Vendor Products or Vendor Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.
We will send Vendor all notices, updates and other communications (including transactional, promotional and/or commercial communication) at the e-mail addresses designated by Vendor, or Vendor Account respectively, or on the mobile number provided by Vendor or any other means then specified by HCX Global. For contractual purposes, Vendor consent to receive such communications through any mode including SMS, e-mail, phone calls etc.
Vendor may change Vendor e-mail addresses or phone numbers via Vendor Account. Please update these details (including Vendor legal name and address) as often as necessary to ensure that they are accurate.
Vendor must send all notices and other communication relating to HCX Global to us by using the applicable Contact Us form on Vendor seller account.
Vendor may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce Vendor strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
This Agreement incorporates and Vendor hereby accept the applicable Service Terms and the applicable e-Marketplace policies, which HCX Global may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written.
Selling on HCX Global - Terms of Service
The Selling on HCX Global Service ("Selling on HCX Global") is a Service that allows Vendor to list products for sale directly via the HCX Global Site. Selling on HCX Global is operated by HCX Global Seller Services Private Limited. These Selling on HCX Global Service Terms are part of the HCX Global Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to Vendor participation in Selling on HCX Global. BY REGISTERING FOR OR USING SELLING ON HCX Global, Vendor (ON BEHALF OF VendorSELF OR THE BUSINESS Vendor REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON HCX Global SERVICE TERMS. Unless defined in these Selling on HCX Global Service Terms (including the Selling on HCX Global Definitions), all capitalized terms have the meanings given them in the e-Marketplace Solutions Agreement.
1. Vendor Product Listings and Orders
1.1 Products and Product Information: Vendor will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that Vendor make available to be listed for sale through the HCX Global Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. Vendor will also ensure that Vendor Materials, Vendor Products (including packaging) and Vendor offer and subsequent sale of any of the same on the HCX Global 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. Vendor may not provide any information for, or otherwise seek to list for sale on the HCX Global Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the HCX Global Site. For each item Vendor list on the HCX Global Site, Vendor will provide to us the state or country from which the item ships.
1.2 Product Listing; Merchandising; Order Processing: We will list Vendor Products for sale on the HCX Global Site in the applicable product categories which are supported for third party sellers generally on the HCX Global Site on the applicable Selling on HCX Global Launch Date, and conduct merchandising and promote Vendor Products as determined by us (including via the HCX Global Associated Properties or any other functions, features, advertising, or programs on or in connection with the HCX Global Site). HCX Global reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the HCX Global Site. We may use mechanisms that rate, or allow shoppers to rate, Vendor Products and/or Vendor performance as a seller on the HCX Global Site and HCX Global may make these ratings and feedback publicly available. We will provide Order Information to Vendor for each of Vendor Transactions. Sales Proceeds will be paid to Vendor only in accordance with Section S-6.
1.3 Shipping and Handling Charges: For Seller-Fulfilled Products, Vendor will determine shipping and handling charges via and subject to our standard functionality and categorizations for the HCX Global Site and further subject to any shipping and handling charge Programme Policies for the HCX Global Site. Any such amounts, paid by the customer towards shipping and handling charges, shall be Vendor proceeds, subject to deduction of applicable charges as may be determined by us and Vendor are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For HCX Global-Fulfilled Products, HCX Global will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by HCX Global Service Terms.
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 Vendor Transactions, and Vendor 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. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Vendor Transactions. Vendor will stop and/or cancel orders of Vendor Products if we ask Vendor to do so (provided that if Vendor have transferred Vendor Products to the applicable carrier or shipper, Vendor will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Vendor will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.
2. Sale and Fulfilment, Refunds and Returns
2.1 Sale and Fulfilment: Other than as described in the Fulfilment by HCX Global Service Terms (if applicable to Vendor), for the HCX Global Site for which Vendor register or use the Selling on HCX Global Service, Vendor will: (a) source, sell, fulfil, ship and deliver Vendor Seller-Fulfilled Products, and source and sell Vendor HCX Global-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 Vendor and displayed on the HCX Global Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Vendor Products in a commercially reasonable manner and ship each of Vendor Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Vendor Transactions except as may be permitted pursuant to Vendor terms and conditions appearing on the HCX Global 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 Vendor Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to HCX Global 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 Vendor are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Vendor Products; (j) identify Vendorself as the seller of the product on all packing slips or other information included with Vendor 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 Vendor Products (except that to the extent we have not yet enabled functionality for Vendor Account that allows payment to be processed on the basis of when shipment occurs, then Vendor will send customers emails confirming shipment of Vendor Products in a format and manner reasonably acceptable to us). For HCX Global-Fulfilled Products, if any, the Fulfilment by HCX Global Service Terms will apply to the storage, fulfilment and delivery of such HCX Global-Fulfilled Products.
2.2 Returns and Refunds: For all of Vendor Products that are not fulfilled using Fulfilment by HCX Global, Vendor will accept and process returns, refunds and adjustments in accordance with these Service Terms and the HCX Global Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Vendor Products. Vendor 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 Vendor to customers in connection with Vendor Transactions, using a functionality we enable for Vendor Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of this Business Solutions Agreement. Vendor will route all such payments through HCX Global. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Vendor Product), and Vendor will reimburse us for all amounts so paid. For all of Vendor Products that are fulfilled using Fulfilment by HCX Global, the HCX Global Refund Policies published at the time of the applicable order will apply and Vendor will comply with them. Vendor will promptly provide refunds and adjustments that Vendor are obligated to provide under the applicable HCX Global 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 Vendor Product), Vendor authorize us to make such payments or disbursements from Vendor available balance in the Nodal Account (as defined in Section S-6). In the event Vendor balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on Vendor behalf, and Vendor will reimburse us for all amounts so paid.
3. Problems with Vendor Products
3.1 Delivery Errors and Nonconformities: Recalls. Vendor are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Vendor Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to Vendor Order Information as it was received by us or resulting from address verification . Notwithstanding the previous sentence, for HCX Global-Fulfilled Products, if any, the Fulfilment by HCX Global Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Vendor Products. Vendor are also responsible for any non-conformity or defect in, or any public or private recall of, any of Vendor Products. Vendor will notify us promptly as soon as Vendor have knowledge of any public or private recalls of Vendor Products.
3.2 Guarantee, Warranty and Chargebacks: If we inform Vendor that we have received a claim under the "Guarantee" offered on the HCX Global Site, or any chargeback or other dispute, concerning one of Vendor Transactions, Vendor will deliver to us: (a) proof of delivery of Vendor Product(s) (as applicable); (b) the applicable HCX Global order identification number; and (c) a description of Vendor Product(s) (as applicable). If Vendor fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section 1.4; or (z) our failure to make Vendor Order Information available as the same was received by us or resulting from address verification, then Vendor will promptly reimburse us in accordance with the Service Fee Payments section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by HCX Global) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
4. Parity with Vendor Sales Channels
Subject to this Section 4, Vendor are free to determine which of Vendor Products Vendor wish to list for sale on the HCX Global Site. Vendor will maintain parity between the products Vendor offer through Vendor Sales Channels and the products Vendor list on the HCX Global Site by ensuring that at the applicable Selling on HCX Global Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Vendor Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to users of the HCX Global Site as the most favourable terms upon which a product is offered and/or sold via Vendor Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Vendor Products listed on the HCX Global Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Vendor Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment-related issues on Vendor Transactions, which we will provide); and (c) the Content, Required Product Information and other information under Section S-1.1 regarding Vendor Products listed on the HCX Global Site that Vendor provide to us is of at least the same level of quality as the highest quality information displayed or used in Vendor Sales Channels. If Vendor become aware of any non-compliance with (a) above, Vendor will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section 2.2. For HCX Global-Fulfilled Products, we acknowledge that if the shipping and handling charges associated with the sale and delivery of any of Vendor Products listed for sale on the HCX Global Site are included in (and not separately stated) the purchase price listed for Vendor Products on the HCX Global Site (collectively a "Shipping Inclusive Purchase Price"), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on the HCX Global Site are at least as favourable to users of the HCX Global Site as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of Vendor Sales Channels other than the HCX Global Site.
Vendor will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on HCX Global Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling on HCX Global Subscription Fee" means the fee specified as such on the Selling on HCX Global Fee Schedule for the HCX Global Site at the time such fee is payable. With respect to each of Vendor Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling on HCX Global Fee Schedule for the HCX Global Site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Vendor Transaction through the HCX Global Site specified on the Selling on HCX Global Fee Schedule for the HCX Global Site at the time of Vendor Transaction, based on the categorization by HCX Global of the type of product that is the subject of Vendor Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Vendor Transactions that consist solely of HCX Global-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 Vendor to HCX Global will be Vendor responsibility.
6. Sales Proceeds & Refunds.
6.1.Nodal Account: Remittances to Vendor for Vendor 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 Vendor for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Vendor Bank Account. Vendor hereby agree and authorize us to collect payments on Vendor behalf from customers for any sales made through the COD mechanism. Vendor authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Vendor 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 Vendor 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-fulfilment of delivery to the customers of Vendor Products keeping in mind the period for refunds and chargebacks.
6.2. Remittance: Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), Vendor authorize us and we will remit the Settlement Amount to Vendor Bank Account on the Payment Date in respect of an Eligible Transaction. When Vendor either initially provide or later change Vendor Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. Vendor may or may not have the ability to initiate or cause payments to be made to Vendor. If Vendor refund money to a customer in connection with one of Vendor Transactions in accordance with Section 2.2, on the next available Designated Day for HCX Global Site, we will credit Vendor with the amount of the Referral Fee paid by Vendor 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 Vendor Transaction against which the actual shipment date has been confirmed by Vendor.
"Designated Day" means any particular Business Day of the week designated by HCX Global on a weekly basis, in its sole discretion, for making remittances to Vendor.
"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 Vendor will accept as payment in full for the sale and shipping and handling of Vendor Products), less: (a) the Referral Fees due for such sums; (b) any Selling on HCX Global Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the HCX Global Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies (including fee payable under the FBHG Fee Schedule for HCX Global Site), if applicable; and (h)tax collected at source under applicable Law.
6.3.Payment Failure: In the event that we elect not to recover from Vendor a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), Vendor irrevocably assign to us all Vendor rights, title and interest in and associated with that Payment Failure.
7. Control of Site
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the HCX Global Site and the Selling on HCX Global Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the HCX Global Site and the Selling on HCX Global Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require Vendor not to list any or all products on the HCX Global Site in our sole discretion.
8. Effect of Termination
Upon termination of these Selling on HCX Global Service Terms in connection with the HCX Global Site, all rights and obligations of the parties under these Service Terms with regard to the HCX Global Site will be extinguished, except that the rights and obligations of the parties with respect to Vendor Transactions occurring during the Term will survive the termination or expiration of the Term.
9. Tax Matters
In addition to the General Terms, Vendor agree that, unless otherwise agreed by HCX Global in advance in writing, the price stated by Vendor for Vendor Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that Vendor may be required to remit in connection with such sale.
All payments by HCX Global to Vendor shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. HCX Global will retain, in addition to its net fees together with any applicable taxes HCX Global determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. Vendor are responsible for deducting and depositing the legally applicable taxes and delivering to HCX Global sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, HCX Global will remit the amount evidenced in the certificate to Vendor. Upon Vendor failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, HCX Global shall have the right to utilize the retained amount for discharging its tax liability.
Where Vendor have deposited the taxes, Vendor will issue an appropriate tax withholding certificate for such amount to HCX Global and HCX Global shall provide the necessary support and documentation as may be required by Vendor for discharging Vendor obligations.
HCX Global has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case HCX Global successfully procures such an order, it will communicate the same to Vendor. 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 HCX Global Definitions
"HCX Global-Fulfilled Products" means any of Vendor Products that are fulfilled using the Fulfilment by HCX Global Service.
"HCX Global Refund Policies" means the return and refund policies published on the HCX Global Site.
"Estimated Ship Date" means, with respect to any of Vendor 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 Vendor in the relevant inventory/product data feed for Vendor Product on the HCX Global Site; or (b) if Vendor do not specify shipping availability information in such inventory/product data feed or Vendor Product is in a product category that HCX Global 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.
"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that Vendor: (a) have attempted to make available through the HCX Global Site but that we do not honour or support (but only until such time as we honour or support the same on the HCX Global Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in Vendor and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.
"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.
"Required Product Information" means, with respect to each of Vendor Products in connection with the HCX Global Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as HCX Global 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 HCX Global from time to time); (d) categorization within each HCX Global product category and browse structure as prescribed by HCX Global from time to time; (e) digitized image that accurately depicts only Vendor Product and does not include any additional logos, text or other markings (and that complies with any HCX Global published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (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 Vendor 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 Vendor 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 Vendor Products that are not fulfilled using the Fulfilment by HCX Global Service.
"Selling on HCX Global Launch Date" means the date on which we first list one of Vendor Products for sale on the HCX Global Site.
"Shipment Information" means, with respect to any of Vendor 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).
"Vendor 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 HCX Global only.
Fulfilment by HCX Global Service Terms
Fulfilment by HCX Global ("FBHG") provides fulfilment and associated services for Vendor Products. FBHG is operated by HCX Global Seller Services Private Limited.
These FBHG Service Terms are part of the HCX Global e-Marketplace Solutions Agreement, and, unless specifically provided otherwise, concern and apply only to Vendor participation in FBHG. BY REGISTERING FOR OR USING FBHG, VENDOR (ON BEHALF OF VENDORSELF OR THE BUSINESS VENDOR REPRESENT) AGREE TO BE BOUND BY THE E-MARKETPLACE SOLUTIONS AGREEMENT AND THESE FBHG SERVICE TERMS. Unless defined in these FBHG Service Terms, all capitalized terms are as defined in the Business Solutions Agreement.
F.1. Vendor Products
Once Vendor are accepted into FBHG, Vendor must apply to register each product Vendor sell that Vendor wish to include in the FBHG programme in connection with the HCX Global Site. Vendor may not include any product in the FBHG programme which is a FBHG Excluded Product for the HCX Global Site Vendor wish to register Vendor Product with. We may refuse registration in FBHG of any product in connection with the HCX Global Site, including on the basis that it is an FBHG Excluded Product or that it violates applicable Programme Policies. Vendor may at any time withdraw registration of any of Vendor Products from FBHG in connection with the HCX Global Site.
F.2. Product and Shipping Information
Vendor will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete information about Vendor Products registered in FBHG (including Harmonized System of Nomenclature / Service accounting Code, if applicable). Vendor will promptly update any information about Vendor Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F.3. Shipping to HCX Global
F.3.1. Except as otherwise provided in Section F-5, for the HCX Global Site Vendor register Units in connection with, such Units will be delivered to customers in India only. Vendor will ship Units to us in accordance with applicable Programme Policies for the HCX Global Site Vendor Products are registered in connection with. Vendor 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 HCX Global's labelling and other requirements. Vendor will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). Vendor will prepay all such shipping costs and HCX Global will not pay any shipping costs except as provided in Section F-3.2. Vendor are responsible for payment of all duties, custom duty, taxes and other charges. If Vendor ship Units to a Site Fulfilment Centre from outside of India, Vendor will list Vendorself as the importer/consignee and nominate a customs broker. If HCX Global is listed on any import documentation, HCX Global reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by HCX Global will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to Vendor at Vendor expense (pursuant to Section F-7).
F.3.2. Vendor 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 F-7 (and Vendor 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 HCX Global, our personnel or any third party; or (b) if Vendor fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify Vendor that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if Vendor refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within ninety (90) calendar days after we notify Vendor that we are in possession of it. In addition, Vendor will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
We will not provide storage services, unless expressly specified so, via a different document, for any specific order. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Fulfilment 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, we will, as Vendor sole remedy, pay Vendor the applicable Replacement Value (as described and defined in the FBHG Guidelines for the HCX Global Site. 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 Vendor only right or remedy that Vendor may have as a bailor. The Replacement Value is inclusive of any VAT/CST/good and services tax (as applicable) and if the Replacement Value is subject to VAT/CST/goods and services tax, Vendor agree to provide a valid VAT/CST/goods and services tax invoice to HCX Global. 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. Vendor 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, Vendor 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 Vendor Product(s) specified by Vendor for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of Vendor inventory in the Site Fulfilment Centres, and Vendor will comply with any of these restrictions or limitations.
We will not provide any logistics services for any Vendor Products, unless expressly and exclusively agreed upon vide a separate document in this regard.
F.6. Customer Returns
F.6.1. We will receive and process returns of any HCX Global Fulfilment Units in accordance with the terms of Vendor Seller Agreement, these FBHG Service Terms and the Programme Policies for the HCX Global Site. Any Sellable Units registered in connection with the HCX Global Site that are also HCX Global Fulfilment Units and that are properly returned will be placed back into the inventory of Vendor Products in the FBHG programme for the HCX Global Site. We may fulfil customer orders for Vendor Products in connection with the HCX Global Site with any HCX Global Fulfilment Units returned in connection with the HCX Global Site. Except as provided in Section F-7, Vendor will retake title of all Units that are returned by customers.
F.6.2. Except as provided in Section F-5, we will, at Vendor direction, either return or dispose of or destroy any HCX Global Fulfilment Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.1, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and Vendor will be deemed to have consented to our election if Vendor fail to direct us to return or dispose of or destroy the Unsuitable Unit within ninety (90) calendar days after we notify Vendor of the Unsuitable Unit.
F.6.3. Vendor will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns.
F.7. Returns to Vendor and Disposal
F.7.1. Vendor may, at any time, request that Units be returned to Vendor. We may return Units to Vendor for any reason, including upon termination of these Service Terms. These returned shipments will be sent to Vendor designated shipping address in the territory in which the applicable Site Fulfilment Centre is located (or, at HCX Global's sole discretion, Vendor designated shipping address within India. If the address we have for Vendor in connection with the HCX Global Site is outdated, incorrect or outside India or if we cannot make arrangements for Vendor 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 provided herein. For all Units that are returned to Vendor, Vendor 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 Vendor. Vendor are also solely responsible for dealing with clearing the Units from any checkposts.
F.7.2. Vendor may, at any time, request that we dispose of or destroy Units. We may dispose of or destroy any Unit we are entitled to dispose of or destroy in the manner we prefer. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us as necessary for us to dispose of or destroy the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.
F.7.3. Vendor will promptly notify us of any recalls or threatened recalls of any of Vendor Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to Vendor under our standard processes. Vendor will be responsible for all costs and expenses Vendor, we or any of our or Vendor Affiliates incur in connection with any recall or threatened recall of any of Vendor Products (including the costs to return, store, repair, liquidate or deliver to Vendor or any vendor any of these products).
F.7.4. Disposal of Unsuitable Units. In the event any HCX Global Fulfilment Unit is returned to our Site Fulfilment 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 F.3.2), destroy such Unit in case (a) Vendor fail to remove such Unit from our Site Fulfilment Centre within a period of ninety (90) days from the date we notify Vendor; and (b) if we in our sole and absolute discretion determine that such Unit has no Replacement Value.
Vendor 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 Fulfilment Centres. Vendor will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
F.9. Customer Service
F.9.1. We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to HCX Global Fulfilment Units. We will have the right to determine on Vendor behalf, whether a customer will receive a refund, adjustment or replacement for any HCX Global Fulfilment Unit and to require Vendor to reimburse us where we determine Vendor have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Programme Policies for the applicable HCX Global Site). Except as provided in this Section F-9 regarding any HCX Global Fulfilment Units, customer service will be handled as set forth in Vendor Seller Agreement. Vendor will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos.
F.9.2. In situations relating to HCX Global Fulfilment 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 Vendor or any of Vendor employees, agents or contractors, we will, as Vendor sole and exclusive remedy and at our option for any HCX Global Fulfilment Unit (i) ship a replacement Unit to the customer and pay Vendor the applicable Replacement Value (as described in the FBHG Guidelines for the HCX Global Site) for the replacement Unit or (ii) process a refund to the customer and pay Vendor the Replacement Value for the Unit. Any customer refund will be processed in accordance with the Selling on HCX Global Service Terms. Notwithstanding the terms of the Selling on HCX Global Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on HCX Global Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F-9.3 Vendor will be responsible for all costs associated with any replacement or return.
F.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 F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into Vendor inventory in accordance with Section F-6. If we do put it back into Vendor inventory, Vendor 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 Vendor to the customer via the HCX Global Site in accordance with the Business Solutions Agreement and Vendor Seller Agreement, and will be subject to all terms and conditions applicable thereto.
F.10.1. Fees. Vendor will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the FBHG Fee Schedule for the HCX Global Site. Vendor will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Fulfilment Centre and is available for fulfilment by HCX Global (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 Vendor to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to Vendor designated return location or dispose of or destroy the Unit.
F.10.2. Shipping and Gift Wrap. For any HCX Global Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the FBHG programme. As between Vendor and us, these charges will be Vendor tax inclusive charges to the customer, and we will report them to Vendor. We will charge Vendor (and Vendor will pay us) a fee equal to the amount of such charges to the customer. Vendor acknowledge and agree that Vendor are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer.
F.10.3. Taxes on Fees Payable to HCX Global. In regard to these Service Terms Vendor can provide a VAT / goods and services tax registration number or evidence of being in business, if Vendor do not have a VAT / goods and services tax registration number. If Vendor are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, Vendor give the following warranties and representations:
(a) all services provided by HCX Global to Vendor are being received by Vendor establishment under Vendor designated VAT / goods and services tax registration number; and
(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, Vendor submit to HCX Global belongs to the business Vendor operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, Vendor submit to HCX Global; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by Vendor is true, accurate and current and Vendor will immediately update any such information held by HCX Global in case of any changes.
HCX Global reserves the right to request additional information and to confirm the validity of any Vendor account information (including without limitation Vendor VAT / goods and services tax registration number) from Vendor or government authorities and agencies as permitted by Law and Vendor hereby irrevocably authorize HCX Global to request and obtain such information from such government authorities and agencies. Further, Vendor agree to provide any such information to HCX Global upon request. HCX Global reserves the right to charge Vendor any applicable unbilled VAT / goods and services tax if Vendor provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by HCX Global.
All payments by HCX Global to Vendor shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. HCX Global 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. Vendor are responsible for deducting and depositing the legally applicable taxes and deliver to HCX Global sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, HCX Global will remit the amount evidenced in the certificate to Vendor. Upon Vendor failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, HCX Global shall have the right to utilize the retained amount for discharging its tax liability.
Where Vendor have deposited the taxes, Vendor will issue an appropriate tax withholding certificate for such amount to HCX Global and HCX Global shall provide necessary support and documentation as may be required by Vendor for discharging Vendor obligations.
HCX Global has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case HCX Global successfully procures such an order, it will communicate the same to Vendor. 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 HCX Global shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by Vendor.
F.10.4. Registration of Fulfilment Centres for VAT / CST / goods and services tax: HCX Global understands and agrees that Vendor would be required to register the Site Fulfilment Centres wholly or partly as Vendor place of business from a VAT / CST / goods and services tax regulations perspective. HCX Global shall issue a no-objection certificate as required to enable Vendor to register the Site Fulfilment Centres as Vendor additional place of business from a VAT / CST / goods and services tax regulations perspective. HCX Global shall, on Vendor request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. Vendor shall indemnify and keep indemnified HCX Global and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, Vendor goods (or Site Fulfilment Centres) 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 Vendor, while HCX Global would support this process as reasonably required. Vendor further represent and warrant that Vendor will not register Site Fulfilment Centres as Vendor principal place of business but only as an additional place of business.
In addition to Vendor obligations under Section 6 of the Business Solutions Agreement, Vendor 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 Vendors pursuant to Section F-4 regardless of whether such Unit is the actual item Vendor originally sent to us), including any personal injury, death or property damage; and b) any of Vendor Taxes or the collection, payment or failure to collect or pay Vendor Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed.
Vendor hereby, on behalf of Vendorself and Vendor successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with Vendor or them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge HCX Global 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. Vendor, on behalf of Vendorself and all other Releasing Parties, recognize that Vendor, 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 Vendor, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date Vendor register for these FBHG Service Terms, which the Releasing Parties are giving up by agreeing to these FBHG Service Terms. It is Vendor intention in agreeing to these FBHG Service Terms that these FBHG 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.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE EMARKETPLACE SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND Vendor 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 Vendor PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F.14. Effect of Termination
Following any termination of the Business Solutions Agreement or these FBHG Service Terms in connection with the HCX Global Site, we will, as directed by Vendor, return to Vendor or dispose of or destroy the Units registered in connection with the HCX Global Site as provided in Section F-7. If Vendor 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 F-7, and Vendor will be deemed to have consented to this. Upon any termination of these FBHG Service Terms in connection with the HCX Global Site, all rights and obligations of the parties under these FBHG Service Terms with regard to the HCX Global Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-12, F-13 and F-14 with respect to Units received or stored by HCX Global as of the date of termination will survive the termination.
F.15. Tax Matters
Vendor understand and acknowledge that storing Units at the Site Fulfilment Centres may create a tax presence for Vendor in the applicable territory in which the Site Fulfilment Centre is located, and Vendor will be solely responsible for any taxes, interest or penalties owed as a result of such storage. Vendor will be responsible for Vendor Taxes, interest or penalties and Vendor will indemnify and hold HCX Global and its Affiliates harmless from Vendor Taxes, interest or penalties as provided in Section F-11 of these FBHG Service Terms and agree to pay any of these over to HCX Global promptly. Vendor acknowledge and agree that Vendor are responsible for preparing and filing any applicable statutorily required documentation to be issued either by Vendor or by the customers. Vendor acknowledge that Vendor are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate.
F.16. Additional Representation
In addition to Vendor representations and warranties in Section 5 of the Business Solutions Agreement, Vendor represent and warrant to us that: (a) Vendor have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBHG Service Terms; (b) Vendor will deliver all Units to us in new condition (or in such condition otherwise described by Vendor in the applicable Vendor Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) Vendor and all of Vendor 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 labour practices, including working conditions, wages, hours and minimum ages of workers).
"HCX Global Fulfilment Units" means Units fulfilled using FBHG that are sold through the HCX Global Site. For avoidance of doubt, if Vendor have successfully registered for both FBHG and Selling on HCX Global for the HCX Global Site, then the term "HCX Global Fulfilment Units" and the defined term "HCX Global-Fulfilled Products" in the Selling on HCX Global Service Terms both refer to the same items.
"FBHG Excluded Product" means, with respect to the HCX Global Site Vendor register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Programme Policies for the HCX Global Site.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
"Seller Agreement" means the Selling on HCX Global Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by HCX Global) between Vendor and us that permits Vendor to list and sell products via the HCX Global Site.
"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 Fulfilment Centre(s)" means the fulfilment centre(s) designated or used by HCX Global to store and fulfil Units in connection with a particular HCX Global Site.
"Unit" means a unit of Vendor Product that Vendor deliver to HCX Global in connection with the FBHG Programme in connection with the HCX Global 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 HCX Global before shipment or do not match the product that was registered; (c) that is an FBHG Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Programme Policies); or (d) that HCX Global determines is otherwise unsuitable.