The use of any Reseller service or feature available through the internet website accessible at www.eha.eco (here after referred as “Website”) by any user of the Website (here after referred as “You” or “Reseller”) shall be governed by the following Terms of Use (referred as “Terms”):
This Website, eha trademark and products sold through this Website are provided by Spectrus Sustainable Solutions Pvt Ltd (hereinafter referred to as “eha”), a company incorporated under the Companies Act, 1956 of India. By sumitting the Reseller registration form, You hereby agree to abide by the Terms. In the event of You not agreeing to these Terms, You are requested by eha not to use the Reseller services of the Website.
Where as
a) eha is engaged in the business of manufacturing and sale of eco-friendly lifestyle products and may from time to time introduce new products as may be thought necessary and/or expedient by brand name eha or otherwise, which expression herein after referred to as “the said products”;
b) eha has adopted a policy to appoint Dealers/Reseller/Distributor/Retailer as Reseller at its sole discretion for promoting sales and marketing of its products across different geographical regions;
c) By submitting the Reseller registration form on this Website, You are expressing your interest to sell eha products and agreed to abide by the terms and conditions stipulated by eha;
d) eha, after careful examination of your application will confirm your registration and appointment at its own discretion and this will be communicated separately in writing once approved.
e. Scope of Agreement:
This Agreement is restricted to sale and purchase of goods and corresponding incentives discounts etc. and does not confer any rights to the said Reseller to commit himself for and in the name of eha for creation of any kind of liabilities/obligations. The legal relationship is strictly confined to that of buyer – seller of goods/services and no other. In other words Reseller is not treated as agents factors or representatives of eha and eha is not bound to comply or honor the commitment(s)/promise(s) made to third parties in the course of the business.
D. Terms and conditions:
01. INDENT PROCEDURE:
a) The Reseller shall place the order for supply of Products through this Website or in writing through email.
b) After looking into the correct status of the Reseller’s accounts in its books, such as supply limits, unpaid invoices disputes or disagreements eha may take a decision either to act upon the order; keep it pending or reject the request as the case may be.
c) Upon acceptance of order, eha will at its sole discretion determine the item wise supplies subject to their availability in its warehouse. If not, eha shall arrange for supply of specific items either from its warehouse or production centers whichever is possible at the earliest point of time.
d) eha shall have rights even after acceptance of the order to reject wholly or partly any time before supplying complete items, if in the opinion of eha that there are bona – fide suspicions in certain one or more transactions and which are needed to be looked into afresh.
e) The Reseller on arrival of goods shall take complete check of the Products and give acknowledgement himself or the persons authorized by him, only in the relevant invoice copy. He shall notify any discrepancy in the goods delivered, be it number of quantities ordered, product specification, defects in the product or price stated in the invoice.
f) Whenever discrepancies of the types mentioned herein are notified by the Reseller and acknowledged by eha to be due to lapse at eha’s end, the latter shall either arrange for replacements along with the next order or issue credit note in the name of Reseller for the Products affected. For the incorrect price stated in the invoice the debit and credit notes shall be made by eha in favor of the Reseller.
02. PRODUCT PRICES:
a) eha shall communicate the product pricing and MOQ for each product. eha may suggest Lowest Retail Price (LRP) and Maximum Retail Price (MRP) in writing or through email with the Reseller. The Reseller is not allowed to sell the products to the ultimate user not more than the MRP and not less than the LRP, if they are given by eha. The invoice price stated by eha in favor of Reseller is exclusive of GST and other local body taxes as applicable.
b) eha may revise prices and MOQ of its Products depending upon input costs and market conditions. eha shall notify revision in prices and MOQ in writing or through email along with date of implementation in the form of price list which may also specify the MRP and LRP.
c) The product once sold to the Reseller shall not be taken back by eha. However, if any damaged goods are noticed by the Reseller at the time of delivery, he shall immediately notify the office for replacement. For this purpose, he shall record his observation and demand for replacement in the invoice copy itself with full signature. eha takes no responsibility of replacement if damages have occurred due to transport to or storage conditions at the Reseller’s location. This does not however apply to Products carrying manufacturing defects.
d) eha may introduce incentive built in schemes such as festival related or season related or product related. These schemes come under common nomenclature trade schemes. The only authority who can approve and introduce trade schemes is an Authorised Officer posted in corporate office, Bangalore. eha takes out circulars in each instance and circulate to the Reseller through their Sales Office network. The Reseller can claim benefits of the scheme as provided in the circular and the specified norms. The Reseller shall not claim benefits on the basis of oral information supplied by any one in eha. Also, eha shall not entertain any claim outside scope of the relevant circular irrespective of any information, advice or assurance / commitment purportedly given by employees or officers working for eha.
e) eha, in its sole discretion may announce additional reward(s) / incentive(s) in its trade policy. All such rewards / additional rewards / incentives and changes in trade policy shall be issued in writing or by email by the Authorized Officer of eha positioned in corporate office, Bangalore. The circular which shall specify the nature, quantum period of operation and the effective date of implementation shall be binding on eha. However, eha shall be under no obligation to honor any verbal assurances / commitments purportedly made by any employee or an officer or an executive, irrespective of the status held by him. eha has the exclusive rights to determine the rewards / incentives made known to the Reseller in writing through trade policy announcement(s).
03. SALE AND DELIVERY OF GOODS:
a) Sale invoice value raised in the name of the Reseller shall be at net billing rate of the specified Product(s) prevailing on the date of dispatch. eha shall be entitled to vary the prices of the said Products at any time. In the event of taxes or duties being revised upward and made applicable to the date shown in the invoice eha shall recover the amounts from the Reseller by way of debit note to his account.
b) The Reseller shall collect the ordered Products from eha’s warehouse or production centers suggested by eha at the Reseller’s cost within one week of eha notifying the Reseller in writing that the ordered Products are ready for collection unless the Parties agree otherwise. eha may fulfil the orders by instalments, which may be invoiced and paid for separately.
c) Delivery against the order is completed when eha places those Products at the Reseller’s disposal at eha’s warehouse or production centers. Any damages or loss during the transport once the Products leave eha’s warehouse or production centers will not be eha’s responsibility.
d) Each delivery shall be accompanied by a delivery note from eha showing the order number if available, the date of the order, the type and quantity of Products included in the order, including the code numbers of the Products, and, in the case of an order being delivered by instalments, the outstanding balance of Products remaining to be delivered.
04. PAYMENT TERMS:
a) All payments towards orders placed by Reseller will be made in advance of the delivery of the Products. The Reseller may request for maximum 15 days payment credit and approval of any such payment credit will be at eha’s sole discretion. A valid Purchase Order will be issued in case the payment is not made in advance, that includes all the products ordered, their quantity and the price. eha may ask for additional documents to support the guarantee of the payment, in case payment is not made in advance of delivery of the products.
b) The Reseller shall make all payments in respect of the Product sold to him by means of UPI / Bank Transfer (e.g. RTGS, NEFT, SWIFT) / Demand Draft. eha will not accept payment by cash and all payments have to be through bank instruments. In case the Reseller insists to pay in cash, eha accepts no responsibility for any loss or shortage in this regard and all risk shall be the Reseller. Also, eha can refuse to accept such mode of payment. eha will charge penal interest of 2% per month for delayed payment, where the bills are not paid as per terms of trade policy.
c) However, when eha experiences difficulties in realizing payment through cheques it is at liberty to demand payments only through demand drafts, UPI or bank transfer. If this stipulation is not met eha shall take back the Product and recover the loading, unloading and transportation costs by raising debit note through his account. Also, similar procedure shall be followed by eha when in unavoidable circumstances it takes back the Products supplied before, in exercise of lien rights over the unpaid stock.
d) All payments due to Reseller from eha shall be in the form for credit notes only. No cash/cheque/demand draft payment shall be made by eha. However, in case of cessation of this Agreement, any payment due to the Reseller shall be made by means of eha cheque or bank transfer.
05. NON-EXCLUSIVE CLAUSE:
a) No specific territory is assigned by eha to the Reseller nor is the Reseller appointed as the sole Dealer / Reseller / Distributor / Retailer of the products of eha in any specific area. eha shall be at liberty to appoint as many Dealer / Reseller / Distributor / Retailer as possible to cater to the business potential in any particular territory, notwithstanding the vicinity of the other Resellers.
06. FORCE MAJEURE:
a) Neither party shall be liable or responsible for failure to perform or for any delay in performance of any of its obligations hereunder, if such failure or delay is due or attributable to any act of god, orders, restrictions of regulations of Government (Central or State), war warlike conditions hostilities, riots, civil commotion, strikes, lockouts, labour trouble, epidemics, lack of failure or sources materials, labour or power shortage, breakdown of plant or machinery, explosion, breakdown or accident in course of preparation, packing or transportation of the said products or any other causes or circumstances of whatsoever nature beyond the control of such relevant party.
07. OBLIGATIONS OF Reseller:
a) The Reseller shall upon execution of the Agreement with eha maintain a reasonable space to store and display the products. The Reseller shall be solely responsible for the expenses incurred in management of showroom / shop / storage space / display units.
b) The Reseller shall sell only the original, authentic Products of eha as supplied by eha and shall not involve itself in selling any Products in the nature of the Products of eha, as that of eha unless the same are the original, authentic Products of eha. The Reseller shall have no rights over the intellectual property rights (IPRS) of eha including the Trademarks, names, logos, colour schemes, the Reseller will not use such mark which is either similar or deceptively similar to the Trademarks, names logos colour schemes or other IPRS of eha, nor shall cause for any application for registration of similar marks
c) The Reseller shall maintain enough stock of the Products to meet the requirement of the market and shall order for stock replenishment with eha giving sufficient notice to enable timely dispatch of the Products.
d) The Reseller shall prominently display Products, POP displays and signage in or outside the outlet on the instructions of the sales personnel of eha.
e) Shall make prompt payments towards the order place with eha.
f) Follow scrupulously all such trade practices as are expected in the business for the mutual benefit of the parties and in accordance with law for the time being in force. Further the Reseller shall comply with the trade policy of eha as may be formulated, including the amendments made thereto from time to time.
g) The Reseller shall promptly attend to the customer complaints / grievances, if any, and take all possible steps to address such complaints / grievances.
h) The Reseller shall not at any point in time resort to and in the course of business do any activity or follow any practice, which is considered or is likely to be considered to the unfair, unlawful, or unjust, or which may in any way bring disrepute or disadvantage to eha.
i) The Reseller shall scrupulously follow all commercial, labour, taxation or such other laws as would be applicable to him for the purpose of carrying on the business as a Dealer/Reseller/Distributor/Retailer of eha dealing in the said Products, including but not limited to making relevant disclosures, filing proper forms, paying taxes, duties and levies as may be applicable.
08. REASONS FOR TERMINATION:
a) Non-fulfillment of terms and conditions stipulated in the preceding paragraphs necessitating termination by issue of notice of termination.
b) Violating the terms and conditions by any one party, especially with a view to gain unfair advantage at the expense of other party.
c) Misuse of brand name “eha” detrimental to the interest of eha for facilitating sale of fake products or products of business rivals.
d) Entering into unholy deal with the staff of eha or Dealer/Reseller/Distributor or franchisees either to gain advantage for self or cause losses to eha or both; more particularly manipulating sale price, purchase price, wrongful rejection of Products deliberately holding back payments on the pretext of non-delivery of Products.
e) Claim false payments or reimbursement towards incentives, discounts and expenses by clever manipulation of facts, figures dates or the material alteration(s) in the base documents.
f) Issue of cheques towards payments which result in their dishonor frequently due to insufficient funds or any other technical ground (s) which acts are suggestive of intentions for gaining more time.
g) Any other area of disagreement or dispute between the two parties which cannot be resolved through peaceful negotiations.
This Agreement may be terminated by either party giving to the other not less than thirty days’ notice.
09. TERMINATION – EVENTS:
a) This Agreement may be terminated by eha on the happening of any one or more of the following events:
b) In the event of the Reseller being unable to make equitable and wide distribution of the said products.
c) In the event of any invoice remaining unpaid for more than 30 days.
d) In the event of the Reseller, being sole proprietor on his/her demise.
e) In the event of the Reseller, being a partnership firm, on the change in the constitution or the name of the firm, which fact has not been intimated to eha, within a month thereof.
f) In the event of the Reseller being in the opinion of eha incapable of complying with this Agreement.
g) In the event of the Reseller becoming or being adjudged insolvent or making a compromise with his creditors or going into liquidation, either voluntarily or compulsorily or in the event of the financial position of the Reseller at any time during this Agreement being considered by eha to be unsound.
h) In the event of breach of the terms of his agreement or a fraud perpetrated on eha in connection with this Agreement or upon the Reseller failing to carry out any stipulation contained in this Agreement for a period of seven days after being notified in writing by eha & yet not complying with them.
i) In the event of any lawful authority ordering eha to terminate the Agreement.
j) In the event of Reseller not following eha norms on consumer price.
k) eha’s decision as to occurrence of any of the aforesaid events shall be final, conclusive & binding on the Reseller.
10. TERMINATION – CONSEQUENCES:
a) The Reseller shall return to eha all samples, instruction books, catalogues, advertising, or other promotional material, including name/sign boards, specifications, packing and other material documents, stationery and paper whatsoever pertaining to/belonging to eha which may be in the possession or under the control of the Reseller or disposal off the same in the manner instructed by eha.
b) The Reseller undertakes not to divulge any information at any time during the pendency of this Agreement or after its termination, in relation to eha’s affairs or business or method of carrying on business. This clause shall have effect notwithstanding termination of the Agreement.
c) The Reseller shall have no right to any compensation for the cessation of its appointment as Reseller on the termination of this Agreement.
11. ARBITRATION:
a) If at any time question, dispute or difference shall arise between the parties hereto, concerning this Agreement or any condition herein contained or as to the rights, duties or liabilities of the parties hereto or any of them or otherwise touching the subject matter of this Agreement or arising out of or in relation hereto, the same shall be referred to the arbitration in keeping with the provisions of the Arbitration & conciliation ACT, 1996 for the being in force and the decision of the Arbitrators shall be final and binding. The arbitral proceedings shall be held in English language and in Bangalore.
12. JURISDICTION:
a) It is hereby expressly agreed and declared that this Agreement shall be deemed to have been made in Bangalore, the Courts in Bangalore, alone will have jurisdiction on all matters arising out of this Agreement.
13. LIMITATION:
a) It is hereby agreed that while interpreting any clause this Agreement, the said interpretation shall not be limited merely by the sub-heading of each clause.
14. NOTICE:
a) Any notice, directive, circular, letter or instruction given under this Agreement shall be in writing and may be sent by post, courier service, hand delivery or by e- mail message addressed to the usual place of business of the addressee and shall be deemed to have been received by the addressee at the expiry of 72 hours after dispatch if by post/courier, after the expiry of 24 hours if sent by e-mail or hand delivery.
b) Such notice, communication, requests shall be deemed to have been given or made when it is delivered by hand and an acknowledgement is received from the authorized signatory.
c) This Agreement hereto supersedes all prior agreement and understandings between parties hereto and constitutes the entire agreement between them.
