• It is mutually agreed that, the SECOND PARTY herein must provide their product information in a specific format as required by the FIRST PARTY to integrate their products into the design software tool of the FIRST PARTY in the name of the Design Adonai Software tool. This format will ensure seamless integration and proper representation of the products on the Online platform of the FIRST PARTY.

WHEREAS

1. The SECOND PARTY acknowledges that the FIRST PARTY herein shall be the Authorized Retailer of their Products and hereby agrees to allow the sale of their products on the e-commerce platform of the FIRST PARTY i.e,  WWW.ANGADI.STORE.
2. The proposed online store to be exclusively used for retailing the products supplied by the SECOND PARTY. Any additional opportunities offered by the FIRST PARTY shall be mutually approved by both the parties herein.

Terms and Conditions:

• The SECOND PARTY agrees to participate in the e-commerce platform of the FIRST PARTY i.e, WWW.ANGADI.STORE.

• The FIRST PARTY offers services for facilitating the online sale of the SECOND PARTY’s products, including hosting, technology, customer support, and payment services.

E-commerce Subscription Fee: The SECOND PARTY agrees to pay an annual e-commerce subscription fee to the FIRST PARTY for listing and displaying their products on the e-commerce platform of the FIRST PARTY i.e, ANGADI.STORE. The E-Commerce subscription fees shall cover the costs associated with maintaining the online listing, technical support, and other related services.

• The amount of the e-commerce subscription fee shall be mutually agreed upon and specified in Annexure-1 of this agreement.
• The SECOND PARTY agrees to the terms of use of the website ANGADI.STORE, which forms part of this Agreement.
• The subscription fee is to be paid at the beginning of each fiscal year. Failure to pay the subscription fee on time may result in the temporary suspension of the SECOND PARTY’s product listings on the e-commerce platform until the fee is settled in favor of the FIRST PARTY.

2.1 Vendor Product Listings

• FIRST PARTY allows the SECOND PARTY to list products for sale on the online store at the SECOND PARTY’s determined listing price.
• The SECOND PARTY will upload products on the website, subject to review and approval by FIRST PARTY based on set parameters.
• FIRST PARTY may rate and provide feedback regarding the SECOND PARTY and SECOND PARTY Products, which will be publicly available on the Online Store.
• The SECOND PARTY is responsible for the product information, content, and compliance with all applicable laws.

2.2 Consideration and Payment Terms

• The FIRST PARTY collects payments on behalf of the SECOND PARTY for orders received through the Online Store.
• Service charges due to the FIRST PARTY will be deducted from the total amount collected for the orders through the Online Store.
• The FIRST PARTY shall process the balance payments through payment gateways or on its own and remit sales proceeds to the SECOND PARTY’s bank account as specified in the Annexure-1 of this Agreement within 15 days from the date of delivery of the product to the End-customer.
• The FIRST PARTY reserves the right to withhold payments in case of disputes or claims from any third party(s).

2.3 Obligations of the SECOND PARTY

• The SECOND PARTY must provide accurate product descriptions, images, delivery timelines, prices, and other details with respect to the Products displayed in the Online Platform of the FIRST PARTY.
• The SECOND PARTY is exclusively responsible for the quality, quantity, merchantability, guarantees, and warranties of the products displayed in the Online Platform of the FIRST PARTY.
• The SECOND PARTY must dispatch products within specified timelines and submit proof of dispatch to FIRST PARTY.
• The SECOND PARTY must replace any wrong or damaged products at no extra cost to the customer.
• The SECOND PARTY must comply with all applicable laws and regulations, including intellectual property rights and tax laws.
• The SECOND PARTY must ensure that only genuine products are sold through the e-commerce platform, the SECOND PARTY shall be exclusively responsible for the complaints if any against the products. The FIRST PARTY shall have no responsibility against the same.

1. The SECOND PARTY acknowledges that the FIRST PARTY herein shall be the Authorized Retailer of their Products and hereby agrees to allow the sale of their products in any THE INTERIO MART Experience center / showroom regardless of location of the FIRST PARTY.
2. The proposed retail showroom are to be exclusively used for retailing the products supplied by the SECOND PARTY. Any additional premises offered by the FIRST PARTY shall be mutually approved by both the parties herein.

• Infrastructure and Utilities

• The Interior decoration work including the woodwork, wall modules, floor modules, & others shall be supplied and installed at the cost of the SECOND PARTY, which will be adjusted between the parties.
• The Renovation charges such as Air Conditioning, Flooring, Ceiling, Lighting, etc., will be provided by the FIRST PARTY. The SECOND PARTY shall provide architect at its cost.
• The FIRST PARTY herein shall arrange for sufficient electrical load and shall provide all other infrastructural facilities for the showroom and the FIRST PART shall bear the cost with respect to the Infrastructural Facilities of the Showroom.
• The FIRST PARTY herein shall be responsible for the payment of the property taxes and other dues to the Local Authorities.

• Product Placement and Sales

• The SECOND PARTY herein shall dispatch goods to the FIRST PARTY herein on a consignment basis. Freight charges with respect to each consignment shall be exclusively borne by the SECOND PARTY herein.
• The SECOND PARTY herein shall decide the price, discounts, and promotional schemes with respect to their products showcased in the Interio Mart Store.
• Commission and Payment
• It is mutually agreed that the FIRST PARTY is entitled to a commission/margin based on sales, as specified in Annexure-1.
• The Payments received from the direct sales from the showroom will be processed within 15 days by the FIRST PARTY after deduction of the appropriate commission/margin amount as specified in the Annexure-1.
• The SECOND PARTY shall after the sale of the products shall immediately replace the same with fresh products.
• In case of the e-commerce sales, payment terms specified on the E-Commerce Platform i.e, ANGADI.STORE. shall prevail between the parties herein.
• Taxes and Records
• The SECOND PARTY herein shall be responsible for the payment of all the appropriate applicable taxes and shall provide the FIRST PARTY the records of the same for maintaining the records.
• Management and Liability
• The Interio Mart showroom and its branches shall be managed by the FIRST PARTY and its Licensed Franchisees by employing their staff.
• The FIRST PARTY herein shall be responsible for any shortage, or loss due to pilferage or damage, excluding the damages or losses caused due to the natural calamities, inevitable accidents, by force majeure, or for the reasons beyond control of the FIRST PARTY, which will be covered by insurance.

• Insurance and Maintenance

• The FIRST PARTY herein shall insure the showroom(s), its fittings, and bear all maintenance expenses with respect to the Showroom. The Liability of the FIRST PARTY is limited to that of the Showroom and the fittings provided to the SECOND PARTY.
• The SECOND PARTY shall be exclusively responsible for insuring the Products and the Stocks supplied to the FIRST PARTY for the purpose of retailing.
• Advertising and Stock Management
• All advertising, marketing, and branding expenses with respect to the Products shall be borne exclusively by the SECOND PARTY herein.
• The SECOND PARTY herein shall maintain adequate stock of the products and shall be responsible for taking back the un-sold stocks if any after clearance sales at their own expense.
• The SECOND PARTY shall be exclusively responsible for the replenishment of the Fresh stock of products.
• The SECOND PARTY shall time to time monitor the flow of the stock and shall immediately replace the products which remain unsold and shall ensure that new products are displayed from time to time at Interio Mart Showrooms.
• The SECOND PARTY shall at all times maintain adequate stock of goods of value not less than the value outlined in Annexure-1 of this Agreement.
• Annual Charges

• The SECOND PARTY agrees to pay annual charges to the FIRST PARTY for the Space provided by the FIRST PARTY at Interio Mart showroom and for the infrastructure and other allied services provided thereby by the FIRST PARTY. The Annual Charges paid by the SECOND PARTY shall cover the use of retail space at Interio Mart, Utilities, and other infrastructural support provided by the FIRST PARTY. The Annual charges mutually agreed upon by both the parties herein is specified in Annexure-1 of this agreement.
• The Annual Charges shall be paid by the SECOND PARTY at the beginning of each fiscal year, and upon payment of the annual charges, a receipt shall be issued by the FIRST PARTY.
• In case of any delay in payment of the annual charges by the SECOND PARTY, late fees may be attracted upon the same, which shall be 24% p.a of the annual charge which due to the FIRST PARTY till the payment is made.
• In case the SECOND PARTY fails to pay the Annual Charges to the FIRST PARTY as specified in the Annexure-1 of this Agreement, then in such event, the FIRST PARTY shall have absolute rights over the products of the SECOND PARTY displayed at the Interio Mart Showroom, wherein the FIRST PARTY shall trade the products and recover the Annual Charges due from the SECOND PARTY.

• Security Deposit:

• The SECOND PARTY agrees to provide a refundable security deposit to the FIRST PARTY. The security deposit shall act as a financial guarantee for the space and services provided by the FIRST PARTY.
• The amount of the security deposit shall be mutually agreed upon by both the parties as specified in Annexure-1 of this Agreement.
• The Security Deposit shall be refunded by the FIRST PARTY to the SECOND PARTY upon the expiry or termination of this agreement, provided there are no outstanding dues or damages to be settled. The refund process will be completed within 30 days of the termination date.
• In case of any outstanding dues from the SECOND PARTY, the same shall be adjusted from the Security Deposit and the balance amount if any, shall be refunded to the SECOND PARTY within 30 days.

• The FIRST PARTY will not misuse the trademarks of the SECOND PARTY and will ensure that the brand’s image of the SECOND PARTY remains high.

• The SECOND PARTY warrants and represents that they have the right and authority to enter into this Agreement.
• The SECOND PARTY’s obligations under this Agreement are legal, valid, and binding.
• The SECOND PARTY holds all requisite permissions, approvals, and sanctions to conduct their business.

• The FIRST PARTY reserves the right to remove or block any content (text, images, graphics) uploaded by the SECOND PARTY on their online store if it violates laws or the agreement’s terms. The FIRST PARTY can also close the SECOND PARTY’S online store if necessary, without prior notice to the SECOND PARTY.

• Indemnity
• The SECOND PARTY agrees to indemnify the FIRST PARTY against any claims, damages, or losses arising from the SECOND PARTY’S products, including infringement of intellectual property rights, non-fulfillment of obligations, or breach of laws.
• Liability
• The First Party states it is not liable for any losses or damages resulting from transactions under the agreement, including product defects, legal issues, or any misconduct by the Second Party.
• Termination
• The agreement can be terminated by either party with written notice under specific conditions, such as non-payment, material breach, or insolvency. Upon termination, the First Party will remove the Second Party’s products from their online store.

• Arbitration
• Any disputes related to the agreement will be resolved through arbitration in Hyderabad, India, according to the Arbitration and Conciliation Act, 2019 and rules therein.
• The Seat of Arbitration shall be at Hyderabad.
• Governing Law
• The agreement is governed by Indian law, and both parties submit to the jurisdiction of courts in Hyderabad.
• Confidentiality
• The SECOND PARTY hereby agrees to maintain the confidentiality of information and user data disclosed under the agreement.
• Intellectual Property
• Each party retains ownership of their respective intellectual property rights, except as specified in the agreement.
• Entire Agreement
• The agreement supersedes all prior agreements and understandings between the parties regarding its subject matter.
• Limitation of Liability
• Except in cases of deliberate breach of contract, neither party is liable for indirect, incidental, consequential, or exemplary damages.
• Relationship of Parties
• The agreement clarifies that no partnership, joint venture, agency, or employment relationship is created between the parties.
• Waiver and Amendment
• Any waiver or amendment to the agreement must be in writing and signed by authorized representatives of both parties.

• Product Placement and Presentation
• The FIRST PARTY maintains exclusive discretion regarding the placement and presentation of products at the experience showroom.
• The SECOND PARTY must furnish a detailed and specifically formatted product catalogue to capitalize on business prospects through our distinctive platform.
• The FIRST PARTY shall have absolute discretion in entering into agreements with other similar vendors for showcasing their products at the showroom and the Online Platform of the FIRST PARTY. The SECOND PARTY herein shall in no way object the FIRST PARTY from entering into agreements with any other third parties.

• Stationary and Packing Materials
• The SECOND PARTY will supply stationary, packing materials, and other items required by the FIRST PARTY to facilitate the customers as and when required, free of cost.

• Agreement Duration and Termination
• The agreement is valid for a period mutually agreed upon and can be extended on revised terms.
• Any variation in terms will be mutually agreed upon in writing.
• Termination requires a three-month notice from either party. Upon termination, the SECOND PARTY has the right to retrieve all its stocks and accessories.
• Force Majeure
• Performance of the agreement may be suspended due to acts of God, state, or other uncontrollable circumstances, provided notice is given within 15 days of such events.
• Miscellaneous