bijnis (Business to Business) Seller’s Agreement

As a part of the registration process, You, the seller, state that you have completed the Seller Registration Form and provided other relevant details as required by bijnis. You represent that You, in your individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful agreement under any law in India.

This Agreement governs the terms by which the Seller may sell his stock by using bijnis app or website.

By selecting "I Agree" at the checkbox form or otherwise signifying the Seller's acceptance, Seller accepts this Agreement and agrees to be bound by its terms and conditions. If Seller does not accept or agree with these terms and conditions, he does not accept this Agreement.

This Seller Agreement (hereinafter referred to as the “Agreement”) is entered on [•] day of [•], 20[•] BY AND BETWEEN:

1. BizCrum InfoTech Private Limited, a company incorporated under the Companies Act, 2013, and having its head office at Level 4, 2nd Floor, A-41, Espire Campus, Mohan Cooperative Industrial Estate, New Delhi, Delhi 110044 (hereinafter referred to as the “bijnis”), which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns);

AND

2. The Registered Seller on bijnis (hereinafter referred to as the “Seller” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors, legal representatives, executors, transferees, assignees and administrators, as may be applicable)

bijnis and the Seller may be collectively referred to as the “Parties” and individually as “Party”, as the context may require.

WHEREAS

a) bijnis is inter alia in the business of developing and operating e-commerce businesses for independent third party wholesellers and/or manufacturers and providing such services include Payment Facilitation Services (as defined hereunder), Platform (as defined hereunder) and Transaction Support Services (as defined hereunder) (“bijnis Services”);

b) Seller is inter alia engaged in the business of developing and/or manufacturing and/or selling various Products/goods and related services in the Territory (“Business”);

c) Seller has approached bijnis to avail bijnis Services for the purpose of Sellers’s Business and bijnis has agreed to make available bijnis Services to Sellers.

IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION TO BE PAID UNDER THE AGREEMENT, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions

1.1.1. “Advertisement” including display, classified, inserts, directories, banners, mini-sites, button advertisements and any other announcement designed to publicly promote activities including campaigns and programmes on behalf of the Buyer or the Seller.

1.1.2. “Applicable Law” means all applicable laws including bylaws, rules, direction, regulations, circulars and notifications made thereunder and judgments of the Supreme Court of India or any other subordinate court in India as may be in force and effect in India during the subsistence of this Agreement.

1.1.3. “bijnis Content” shall mean the Platform, all the pages of the Platform, all the content contained in the Platform (excluding any third party content and advertisements), look and feel of the Platform, any and all information or content owned or controlled (e.g. by license or otherwise) by bijnis or its affiliates, including text, images, graphics, photographs, video and audio, and furnished by bijnis or its affiliates in connection with Platform Services, Transaction Support Services, Payment Facilitation Services and for the purpose of offering for sale of Products by the Seller.

1.1.4. “Buyer” means retailer or other business entity who is registered on the Platform of bijnis and to whom Seller offers to sell or sells or from whom Seller receives offers to purchase the Products through the Platform.

1.1.5. “Commercial Terms” means the commercial terms agreed between the Parties including services charges, manner and time of payment, etc. as may be revised from time to time or particular transaction(s).

1.1.6. “Content” means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer or any other electronic device that appears on or forms part of the Website.

1.1.7. “Default Event” shall mean, in relation to any one or more of the following events, expiry of a period of 15 days from the date when occurrence of the said events is notified by the bijnis to Seller:

• i. Material breach of any of the covenants, obligations, representations, warranties of the Seller of this Agreement, Annexure, Platform Policies, infringement of bijnis IPR and/or;
• ii. Misrepresentation of any fact, circumstance, liabilities, business prospects or breach of Applicable Law or gross negligence or wilful misconduct of or by the Seller; and/or;
• iii. Receipt of a Third Party Claim by bijnis.

1.1.8. “Order” means a binding purchase order placed by a Buyer to the Seller through the Platform for supply of their Products or rendering of services.

1.1.9. “Payment Facilitation Services” shall mean facilitating the receipt of Sale Price on the Platform either along with Platform Services or otherwise (for example cash on delivery services).

1.1.10. “Platform” means an online market-place or the medium through which the Buyers can place order/(s) of various Products listed by the Sellers to fulfil the same. It can be the Website, or the Mobile Application of bijnis and as per needs shall be referred to as “www.bijnis.com” and instances of the same.

1.1.11. “Platform Policies” means terms and conditions mandated by bijnis and as updated from time to time in relation to use of its Platform and bijnis Services by Users including Sellers.

1.1.12. “Pre-defined lead time” means the number of working days taken by the Seller to complete the Order from the day of Order. Seller shall specify pre-defined lead time for each and every Product, before it gets updated on the Platform

1.1.13. “Product” means any good displayed or offered for sale by the Seller on the Platform and which is not excluded to be displayed or sold as per the terms & conditions of this agreement.

1.1.14. “Seller” means a person, registered on the Seller Board of bijnis, who sells or agrees to sell Product(s) by displaying the same on the Platform

1.1.15. “Seller Board” means a Uniform Resource Locator (“URL”) provided by bijnis to the Seller with a unique login ID and password, respectively to update the order status, price and Product catalogue on the same. It can be the Website or the Mobile Application of bijnis and as per needs shall be referred to as “Seller.bijnis.com” and instances of the same.

1.1.16. “Stock Keeping Unit” or “SKU” is an identification, usually alphanumeric, of a particular Product that allows it to be tracked for all inventory purposes.

1.1.17. “Territory” shall mean the entire world.

1.1.18. “Transaction Support Services” shall include services in relation to support the sale of the goods and services by the Seller to Buyer which shall include product listings, warehousing services, logistics management services, Payment Facilitation Services, customer support services and any other additional services that may be agreed between the Parties.

1.1.19. “User” means any person who can access the Platform provided by bijnis and includes the Buyers and the Sellers but not limited to the registered members.

1.2. INTERPRETATION

In this Agreement, unless the context otherwise requires:

1.2.1. Words importing persons or parties shall include natural person, entity, partnership firm, organization, operation, Company, HUF, voluntary association, LLP, joint venture, trust, limited organization, unlimited organization or any other organization having legal capacity;

1.2.2. Words importing the singular shall include the plural and vice versa, where the context so requires;

1.2.3. References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted;

1.2.4. Reference to one gender shall include a reference to the other genders;

1.2.5. References to the words “include” or “including” shall be construed without limitation;

1.2.6. References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement , such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement;

1.2.7. The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement;

1.2.8. The word ‘written’ shall include writing in electronic form and ‘signed’ shall include electronic signature or any other electronic communication which signifies the sender’s or originator’s intention to be bound by such electronic communication.

2. ARRANGEMENT

2.1. bijnis shall offer to the Seller bijnis Services for facilitating online sale of the Seller’s Product which shall include hosting and technology, customer support, logistics services, Payment Facilitation Services and all the other related services to ensure customer satisfaction on behalf of the Seller. For this arrangement, the Seller shall pay service charges as specified in Commercial Terms, to bijnis for the sale being affected through the Platform.

Based on mutual discussions, it is agreed by and between the Parties hereto that the Seller shall put up for sale its Products on the Platform, subject to the terms and conditions hereinafter contained and Annexures of this agreement. Seller further agrees and acknowledges that the transaction on Platform shall also be governed by the “Platform Policies” (published and updated, with prior notification, from time to time on the Platform) and the said “Platform Policies” forms part of this Agreement.

2.3. bijnis in its sole and absolute discretion may refuse to provide any one or more of its services for any reason whatsoever and especially if providing such services to the Seller can be detrimental to the reputation, goodwill and competitiveness of bijnis or could cause any breach of any contractual commitments of the bijnis and cause bijnis to breach any applicable laws.

2. OBLIGATIONS OF BIJNIS

2.1. bijnis shall reasonably maintain the Platform and shall on reasonable efforts basis provide Transaction Support Services and other services comprising bijnis Services.

2.2. bijnis shall maintain the registration of domain name in relation to the Platform during the Term at its own costs free from any and all encumbrances, including encumbrances which may lead to any adverse effect on bijnis’s registration of the domain name or its use of the Platform.

2.3. In order to process payments made by Buyer and to generally provide Payment Facilitation Services, bijnis shall reasonably maintain appropriate contracts with payment gateways and shall comply with the applicable laws.

2.4. bijnis shall ensure that it has or procures adequate technology as necessary to reasonably maintain the Platform and perform the bijnis Services under this Agreement.

3. OBLIGATIONS, COVENANTS AND WARRANTIES OF SELLER

3.1. Seller shall not use the bijnis Services for any purpose other than Seller’s Business and in relation to the Products.

3.2. Seller shall manage and maintain sufficient inventory of the Products which the Seller offers to sell to Buyer(s) on the Platform through Platform Services and shall deliver the Products as purchased by the Buyer(s) to the Bijnis within Predefined Lead Time.

3.3. The Products offered to be sold by the Seller on the Platform and subsequent delivery of the same to the bijnis and Deliverables shall (a) exactly conform to the specifications and representations made by the Seller on the Platform; (b) shall comply with all the applicable laws including that of the Territory of the Seller, the place from where Seller dispatches the Products to the bijnis and the place of final delivery to the Buyer; (c) not infringe any third party’s Intellectual Property Rights whether in India or anywhere in the world; and (d) not violate any international trade, import and export related laws including parallel imports.

3.4. Seller shall offer the Products for sale on the Platform on the Sale Price which shall be inclusive of all taxes, duties, levies, warehousing, packaging, shipping and logistics charges and all other charges other than any entry taxes / octroi as applicable in the city or municipal limits of the Buyer. The Sale Price shall be in compliance with all applicable laws and shall not be more than the maximum retail price printed on the Products.

3.5. Seller shall undertake all the necessary after sales services to the Buyer including providing warranty / guarantee / replacement services to the Products.

3.6. Seller shall provide necessary access to the bijnis to inspect the warehouse, manufacturing facilities or other facilities and offices of the Seller in order to ensure Seller is able to comply with its sales obligations to the Buyer. Seller acknowledges and agrees that this ingress, regress and inspection rights of the bijnis is to ensure the goodwill of the Platform and bijnis Brand Name and to provide good user experience to the Buyer.

3.7. Seller shall ensure that Seller employs sufficient staff to meet and fulfill the requirements of this Agreement and to sell, deliver and service the Products sold to the Buyer through Platform. Seller shall further ensure that the Seller’s staff shall participate in the relevant training programs as organized or approved by bijnis from time to time.

3.8. Seller shall not print, emboss or otherwise display any brand name, trade name, and trademark, service mark on the Product, on the packing material and on the invoice other than those displayed while making the sale offer on the Platform while packing the products for delivery to bijnis to avail Transactional Support Services.

3.9. The Seller authorizes bijnis and bijnis affiliates to include the bijnis Brand Name on the invoice and for the avoidance of doubt, the inclusion of the bijnis Brand Name shall not create any relationship of agency, representative, partnership, joint-venture or otherwise between the Seller and bijnis and the relationship shall always remain as that of an independent contractor. Seller acknowledges and agrees that bijnis shall provide in the invoice all the necessary details of the taxes, duties and other statutory levies applicable on the sale and delivery of the Product(s) to the Buyer and it shall be the duty and obligation of the Seller to correctly and timely pay or deposit such taxes etc. to the appropriate government and shall indemnify, defend and hold harmless bijnis, bijnis affiliates and their respective shareholders, directors, officers, employees, contractors and agents in the event Seller defaults in making the payment of such taxes etc.

3.10. Seller agrees and acknowledges that the title in the Products shall only be transferred from Seller to the Buyer upon delivery of the Products to the Buyer. For the avoidance of doubt, the title and risk on the Products for any delivery of Products to bijnis for providing any Transaction Support Services before the purchase of Products by the Buyer on the Platform shall always remain with the Seller. The Seller may in its sole discretion take appropriate insurances to safeguard itself from any loss, breakage, theft or damage of the Products till such time the Products are actually delivered to the bijnis and bijnis has acknowledged the receipt of the delivery of such Products. The Seller shall be the lawful owner or the lawful right holder in the Products offered and/or sold on the Platform to the Buyer and the Products at time of listing of the same on the Platform and for all times thereafter shall be free from any encumbrance, charge, lien or any security or third party interests. Seller hereby irrevocably and unconditionally waives all its liens whether contractual, statutory, equitable or otherwise including those related to unpaid seller on the Products once the Products have been delivered by Seller to either bijnis or to the Buyer or to any carrier or bailee.

3.11. The Seller hereby agrees to accept and honour all the orders, irrespective of the mode of payment i.e. Cash on Delivery (COD) or Non-Cash on Delivery (Non-COD), if the Products of the Seller are live on the Platform and there is no prior written notice from the Seller’s end regarding ‘Out of Stock’ or ‘Unavailability’ of their Products.

3.12. The Seller shall be responsible for ensuring that the Seller Board is updated and reflects the real-time availability/non-availability of the Products listed on the Website. bijnis shall not be responsible for any claim made by the Buyer(s) for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of the Seller to provide updated and accurate Product information. The Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfilment of the orders placed.

3.13. The Seller also agrees to accept all the Sale Returns, be it Cash on Delivery (COD) or Non- Cash on Delivery (Non-COD), which are refused/not accepted by the Buyer at the time of delivery and as per guidelines and terms stated in Annexure 2. The Seller shall offer standard manufacturer’s or Seller’s warranty associated with the Products which shall also be made visible/live on the Platform. However, the Parties agree that repair, replacement or 100% (one hundred per cent) refund of money shall be made to the Buyer against the manufacturing defect or damage due to inappropriate packaging. The Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer along with the Product at the time of dispatch of the Products, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaint(s) shall rest solely with the Seller at all times.

3.14. Seller shall pass on the full warranty or guarantee received on the Products from the third party manufacturers or third party suppliers to the Buyer and shall fully support the Buyer to enforce such warranty or guarantee.

3.15. Seller shall at no point represent or hold itself out as an agent or representative or an affiliate of bijnis. The sale and purchase transaction between Seller and the Buyer shall be a bi-partite contract between them and bijnis is merely facilitating the transaction between Seller and Buyer as an intermediary and a conduit by making available bijnis Services and Payment Facilitation Services to Seller and Buyer

3.16. If the Products being offered by the Seller is a third party owned brand, the Seller shall obtain a No Objection Certificate (NOC) from the relevant manufacturer/owner/brand for marketing, selling and distributing the Products through the bijnis Platform. The format of the third party NOC shall be provided by bijnis.

4. SELLER’S CONTENT AND TRADEMARK LICENSE

4.1. Seller hereby grants to bijnis and bijnis' Affiliates a royalty-free, non-exclusive, worldwide right and license to use, reproduce, perform, display on Platform and on bijnis Connected Properties (e.g. Facebook account of bijnis or twitter handle of bijnis etc.), and in advertising and other marketing communications promoting Platform that consist of text or a logo or other derivative work) provided or made available by Seller or is Affiliates to bijnis or its Affiliates or bijnis Connected Properties.

4.2. Notwithstanding the foregoing, nothing in this Agreement will be construed as restricting bijnis from using any Seller trademarks in a manner permitted under Applicable Law without a license from Seller (such as fair use or referential use, or valid license from a third party). All goodwill arising out of use of Seller trademarks by bijnis will inure solely to the benefit of Seller and its Affiliates.

5. PROHIBITED CONTENT

5.1. Sellers are expected to conduct proper research to ensure that the items posted on Platform are in compliance with all applicable laws. If bijnis determines that the content of a Product detail page or listing is prohibited, potentially illegal, or inappropriate, bijnis may remove or alter it without prior notice. bijnis reserves the right to make judgments about whether or not content is appropriate.

5.2. Sellers are prohibited from listing the following products on Platform: Magazines and Newspapers, Tobacco and Alcohol, Adult Toys, Gift Cards and Gift Certificates, Prescription Medication, Guns and Ammunition, Photo Processing.

5.3. Counterfeit merchandise: Products offered for sale on Platform must be authentic. Any product that has been illegally replicated, reproduced or manufactured is prohibited.

5.4. Listing prohibited content may result in the cancellation of Seller’s listings, or the suspension or removal of your selling privileges. Sellers are responsible for ensuring that the Products they offer are legal and authorised for sale or re-sale.

6. NON-DISPARAGEMENT

Seller agrees that it shall not (and shall cause its Affiliates and Subsidiaries not to), except done in good faith in any claim, suit, action or proceeding against bijnis, (a) make any negative statement or communication regarding the bijnis or its Subsidiaries or employees with the intent to harm such bijnis, or (b) make any derogatory or disparaging statement or communication regarding bijnis or its Subsidiaries or employees. Nothing in this Clause shall limit Seller’s or its Affiliates’ ability to make true and accurate statements or communications in connection with any disclosure Seller or its Affiliates reasonably believe is required pursuant to applicable Law or Order.

7. PROHIBITED USE OF THE WEBSITE/ PLATFORM

7.1. The Seller is expressly forbidden to download, store, reproduce, transmit, display (including without limitation via an intranet or extranet site), copy, sell publish, distribute, provide access to content for any purposes other than as set out herein or to sub-license, rent, lease, transfer or assign any rights in content, to any other person, commercially exploit or use bijnis Content for any unlawful purpose.

7.2. With regard to the uploading, or posting of Seller generated content, and use of the Website more generally, the Seller may not use the Website for any of the following purposes:

• In any way which causes, or may cause, legal injury to bijnis or damage to the Website or interferes with any other third party's use or enjoyment of the Website; or
• In any way which is harmful, unlawful, illegal, abusive, harassing, misleading, inaccurate, threatening, banned or otherwise objectionable or in breach of any applicable law, rule, regulation or governmental order in force or in effect at that particular time/instance.

8. LIMITATION OF LIABILITY

8.1. bijnis shall not be liable to the Seller in respect of any loss arising out of events beyond its reasonable control. Subject to Applicable Laws, bijnis accepts no liability for any of the following:

• any business losses of the Seller, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
• loss or corruption of any data, database or software that belongs to the Seller; and/or
• any special, indirect or consequential loss or damage caused to the Seller.

8.2. Overall liability of Bijnis under this contract shall be capped to the service fee charged in the last 180 days preceding the date of event.

9. THIRD PARTY CONTENT

9.1. This Website makes available certain Content that has not been created by bijnis either via hyperlinks which may take Users to websites not controlled or maintained by bijnis, or as hosted via the Website, whether such Content is available free of charge or for a fee, including profiles and other materials posted by other Users on the Website blogs and forums.

9.2. Third Party Content is not the responsibility of bijnis, and the Seller acknowledges and confirms that bijnis has no control over the opinions, information, legality of Products, or accuracy of facts, or statements, or any information contained in such Third-Party Content. Nothing contained within Third Party Content necessarily represents the point of view of bijnis.

9.3. bijnis cannot and does not confirm each User's identity, whether they are registered. bijnis allows its Users to give access to information about themselves to other Users but does not control the information provided by Users or verifies and/or guarantees the accuracy of such information as provide by the third party.

9.4. If the Seller has a dispute or issue with one or more of the other Users, the Seller agrees to unconditionally release bijnis and its officers, directors, agents, subsidiaries and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to or connected with such disputes.

9.5. The Sellers who wish to download such Third-Party Content shall refer to Privacy Policy of bijnis prior to downloading. Users who do not wish to have their data shared in this manner shall not download such Third-Party Content.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. “Intellectual Property” means and includes (i) all patents, trademarks, processes, domain names, works of authorship (including any audios, videos, audio-visuals, films and recordings), designs, utility models, copyrights whether registered or unregistered, which are owned by an entity or acquired or developed by an entity, but not limited to moral rights and any similar rights in any country, whether negotiable or not and also includes any applications for any of the foregoing and the right to apply for them in any part of the world; and (ii) all processes, inventions, ideas, programs, codes, software, algorithms, discoveries, correspondence, Trade Secrets, databases, know-how, creations or improvements upon, additions or any research effort relating to any of the above, whether registrable or not.

10.2. Intellectual Property Rights In Relation To Brand Name

10.2.1. Seller acknowledges bijnis’s absolute ownership of, interest in and rights to the Brand Name and the Platform.

10.2.2. Without limitation to the foregoing, Seller acknowledges and agrees that all goodwill in or associated with the Brand Name, including any goodwill generated or arising by or through bijnis’s or Sellers’ activities pursuant to this Agreement shall accrue for the benefit of and shall belong exclusively to bijnis.

10.2.3. No right or interest in the Brand Name are granted or deemed to be granted by bijnis to the Seller.

10.3. Intellectual Property Rights In Relation To bijnis Content and bijnis Services

10.3.1. bijnis shall retain sole ownership of all the intellectual properties, know how or other proprietary rights in the bijnis Content and bijnis Services and no right or interest is granted or shall be deemed to be granted by bijnis to the Seller. To the extent bijnis Content contains any proprietary content or information of the Seller, the Seller hereby grants a royalty-free and world-wide license to such content or information including a right to creative derivative product of such content or information.

10.4. The Seller shall follow all the laws in India governing or related to the intellectual property rights and shall not violate any intellectual property right of any other party in relation with the trademarks, designs, patents, copyright, etc. If there is any breach or violation of the intellectual property rights of any third party or any act performed or omission made in contravention to the intellectual property laws, the Seller shall be solely responsible for the same.

11. REPRESENTATION AND WARRANTIES

11.1. Seller is legally constituted and is authorized to enter into this Agreement;

11.2. Seller represents that it has obtained necessary registrations, licenses and permits as may be required under Applicable Laws to conduct its business and shall ensure continued validity and strict compliance thereof including compliance of Applicable Laws, Policies and this Agreement

11.3. The Seller hereby declares & confirms that it deals in original, legitimate and genuine quality Products which are either self-manufactured and/or procured from the legitimate channel following all legal requirements, necessary registrations, licenses and permits.

11.4. Seller shall at no point represent or hold itself out as an agent or representative or an affiliate of bijnis. The sale and purchase transaction between Seller and the Buyer shall be a bi-partite contract between them and bijnis is merely facilitating the transaction between Seller and Buyer as an intermediary and a conduit by making available bijnis Business and Payment Facilitation Services and Warehousing Services to Seller and Buyer.

11.5. Seller understands and acknowledges that the Brand Name and reputation of bijnis is of utmost importance for its business and that the conduct of Seller in the performance of this Agreement and otherwise would have material impact and bearing on such Brand Name and reputation of bijnis. Further Seller understands and acknowledges that the obligations and covenants placed on Seller in this Section or elsewhere in the Agreement are essential for the maintenance of quality control and protection of Brand Name, and to ensure timely payments to Seller. Accordingly, Seller acknowledges that no hardship or onerous obligation is being placed on Seller under this Agreement

12. AMENDMENT AND EVOLUTION OF COMMERCIAL TERMS ON PERIODIC BASIS

bijnis may amend this Agreement, Annexures, Commercial Terms and Platform Policies at any time by posting a revised version on the Platform. All updates and amendments may be notified to Seller on designated electronic mail address. Seller is advised to regularly check for any amendments or updates to the terms and conditions contained in this Agreement, Commercial Terms and Platform Policies. It is strongly advised that Commercial Terms be checked on daily basis as these evolve on regular basis based on certain criteria. Seller’s using Platform, Platform Services or bijnis Services after bijnis’s amendment to this Agreement, Commercial Terms and Platform Policies shall be deemed to be Seller’s unconditional and absolute acceptance of such amendments (effective from the date such amendments were made by the bijnis). If Seller does not agree to the change or amendments, Seller can cease using the bijnis Platform (except for those Products which have been bought by the Buyers) and may terminate this Agreement as provided in Clause 15.2.2.

13. AVAILABILITY OF THE PLATFORM AND DISCLAIMERS:

13.1. The bijnis Services including the Platform are provided "as is" and on an "as available" basis. bijnis gives no warranty or guarantee that bijnis Services shall be free of defects and/or faults. To the maximum extent permitted by the Indian law, bijnis provides no warranties, whether expressed or implied, of applicability for a particular purpose, accuracy of information, compatibility and satisfactory quality even though bijnis uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware. Hence, all Users shall take responsibility for their own security, that of their personal details and their computers. Furthermore, bijnis is under no obligation to update information on the Website. bijnis shall not be responsible or held liable in this regard.

13.2. bijnis also reserves the right to alter, amend, suspend or discontinue any part or the whole of the Platform including, but not limited to, any Products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.

14. DISPUTE RESOLUTION AND GOVERNING LAWS

14.1. This Agreement shall be construed and governed according to the laws of India as applicable in Delhi and subject to Clause 14.2, the courts at Delhi shall have exclusive jurisdiction.

14.2. Any dispute arising out of or in connection with the Agreement (“Dispute”), which remains to be resolved after the Parties have attempted to resolve the same amicably for 30 (thirty) days from the raising of the Dispute by one Party with other Party, shall be referred to and settled by arbitration to be held in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by Parties. The language of the arbitration shall be English and the seat and venue shall be Delhi. Any arbitration award by the arbitrator shall be final and binding upon the Parties.

15. TERMS AND TERMINATION

15.1. This Agreement shall come into force on the Effective Date and continue to be valid and in force till 5 year (“Term”). This agreement will automatically renew post 5 year unless expressly terminated by either party.

15.2. Termination

15.2.1. bijnis may terminate this Agreement, with an immediate effect, if the Seller is in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the bijnis Policies; or if a petition for relief under any bankruptcy or insolvency is filed by or against the Seller, or the Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of their assets; or if the Seller displays or offers for sale, on the Platform, any Product which is illegal or banned under the Indian laws.

15.2.2. This Agreement may be terminated by any of the Parties by giving 30 (thirty) days’ prior notice in writing to the other Party.

15.3. Consequences of Termination/Expiry

Following actions shall be undertaken by the Parties consequent to termination or expiry of the Term:

15.3.1. Seller shall cease to use bijnis Platform for sale of its Products and use any allegiance, whether as a Seller or otherwise, with bijnis, its Platforms or its affiliates;

15.3.2. Payments acknowledged as payable by Bijnis to the Seller or vice versa, as per Payment Facilitation Services, if any, shall be paid by respective party within [75 (Seventy Five)] days from the date of last consignment delivered by the Seller;

15.3.3. Seller shall give an undertaking in writing within [15 (fifteen)] days from the effective date of termination or expiry to the effect that (i) it has not received any claim from any third party which may relate to selling of Products on bijnis’s Platform or in case such claim was received, the same have been settled and nothing remains to be paid or performed in relation to such claims (ii) Neither the Seller nor any of its employees, agents or representatives have infringed or have or had in past, any knowledge of infringement of bijnis IPR by any third party (ii) except in case of termination due to Clause 15.2.1, the Seller has been in compliance of the terms of the Agreement.

15.3.4. Any Seller that has been Deactivated on Bijnis for an Indefinite time period has to go through F&F process in which the final amount will be processed once the No Due Certificate (NDC) has been signed off

16. INDEMNIFICATION

16.1. Seller shall indemnify bijnis, its affiliates and their respective directors, officers and employees against, and shall hold each of them harmless from, any Loss suffered or incurred by it or claimed against it, which relates to or arises out of or as a result of one or more of the Default Events.

16.2. Other Than As Specifically Provided In This Agreement, bijnis Makes No Warranties, Conditions, Representations Or Guarantees Nor Assumes Any Liability, Indemnity Or Obligation Of Any Kind Whatsoever, Either Express, Implied, Statutory Or Otherwise, Including But Not Limited To Any Express Or Implied Warranties Of Seller’S Ability, Quality, Non-Infringement, Profits Or Fitness In General Or For A Particular Purpose.

16.3. Neither Party Shall Be Liable For Any Special, Indirect Or Consequential Loss Or Damage

17 FORCE MAJEURE

17.1. If by reason of labour dispute, strikes, inability to obtain labour or materials, fire or other action of the elements, accidents, power or telecommunications failure, customs delays, governmental restrictions or appropriation or other causes beyond the reasonable control of the Party, bijnis is unable to perform in whole or in part its obligations set forth in these terms, then bijnis shall be relieved of those obligations to the extent it is thereby unable to perform, and such inability to perform shall not make bijnis liable to any other party.

18. SEVERABILITY

18.1. If any part, provision, representation or warranty of this Agreement which is prohibited or is held by a court of law or other tribunal of competent jurisdiction to be illegal, invalid, void, unenforceable or incapable of being enforced by any rule of Law, or on ground of public policy or morality, such provision shall be deemed modified in good faith to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable without invalidating the remaining provisions hereof.

19. MISCELLENOUS

19.1 ASSIGNMENT

19.1.1 This Agreement and the rights granted and obligations under it may not be assigned or transferred by the Seller, without the prior written consent of bijnis, to any Third Party whomsoever, during the term and continuation of this Agreement.

19.1.2. bijnis shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to the Seller.

19.2. NOTICES

19.2.1. All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.

19.2.2. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one Agreement. Delivery of an executed signature page by facsimile or electronic scan (e.g., pdf, .tif) including affixing of electronic signature or digital signature is as effective as executing and delivering this Agreement in the presence of the other Party to this Agreement.

19.3. ANTI-BRIBERY AND ANTI-CORRUPTION

19.3.1. The Parties agree to conduct all their dealings in a very transparent and ethical manner and with the highest business standards. The Seller agrees to comply with laws and policies relating to Anti-Bribery and Anti-Corruption and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind during all dealings with bijnis or any other third party under this Agreement.

19.3.2. Any instances of such violations will be viewed in a serious manner and bijnis reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

19.3.3. The Seller shall provide all possible assistance to bijnis to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the Seller.

19.4. CONFIDENTIALITY

19.4.1. The Parties acknowledge that during the existence of this Agreement, the Seller shall have access to confidential information of bijnis and its affiliates. The Seller undertake to keep confidential all data and other confidential information supplied to the Seller by bijnis under this Agreement and furthermore, shall not sell to or otherwise make that information available to any third parties. This Agreement, and the terms and conditions thereof, shall be confidential.

19.4.2. Except as agreed to by the Seller, the data of Buyers shall be the exclusive property of bijnis, and the Seller shall not use the same for its own purpose or distribute it in any form or means except for the purpose of this Agreement and shall keep it confidential always.

19.4.3. Confidential information would include but not be limited to the Buyer’s details, market information, all work Products and documents related thereto, the contents of the Website or any other information which is treated as confidential by bijnis, and any other information, whether oral or in writing, received or to be received by the Seller which is agreed to be treated under the same terms, whether expressly or by implication. The Seller also undertakes to fully indemnify bijnis against the breach of this clause.

19.4.4. The obligations under this Clause shall survive the termination of this Agreement.

Annexure 1

COMMERCIAL TERMS

1. ORDER PROCESS & MANAGEMENT

1.1. bijnis reserves the right to select the Products to be displayed on its Platform. bijnis also reserves the right to determine the Sellers who may sell on the Platform.

1.2. bijnis shall receive the orders for the Products displayed/distributed on behalf of the Seller only in the capacity of the entity that provides an access to the Platform that further provides marketing and distribution channel to the Seller. The payments shall be collected by bijnis on behalf of the Seller, in the mode/(s) as selected or opted by the Buyers.

1.3. The Seller shall be bound to abide by the duration of the Pre-defined lead time.

1.4. The Seller shall be bound to complete the order placed by the Buyer within the Predefined Lead time, unless any unavoidable situation arises.

1.5. bijnis shall provide the necessary backend infrastructure i.e. The Seller Board, for capturing the details of the Buyer, or the order placed on the Products listed by the Sellers. Orders placed by the Buyer will be forwarded by bijnis to the concerned Seller for packaging and dispatch of Product ordered, through the Seller Board. bijnis shall inform the Seller regarding the modalities involved to access the orders of Buyers through the Platform and packaging guidelines shall be shared through email or any other electronic mode of communication.

1.6. The Seller shall upload content & images of their Products to be displayed on the platform through the Seller Board. The Seller shall update all the Product details through the Seller Board provided by bijnis.

1.7. On receipt of the order, the Seller shall make the Products ready for dispatch along with corresponding invoices in favour of the Buyer within the predefined lead time.

1.8. In case, the consignment/order has been cancelled by the Buyer before the dispatch of the same, the Seller shall be bound to accept the cancellation. On the other hand, the Seller can choose to cancel the order by placing a request to cancel the Product via the Seller Board and state the reason for cancellation before the order is shipped. Cancellations will be confirmed by bijnis.

1.9. The Seller agrees to package and dispatch the Product strictly as per the T&Cs and Instructions mentioned by bijnis from time to time through Platform.

1.10. The ownership and possession of the Products shall be automatically transferred to the Buyer after the successful delivery of the Product and its acceptance by the Buyer.

1.11. The Seller agrees that bijnis, at its sole discretion, can hire or add new warehouse(s) which shall be used for stocking the goods- in- transit. Locations or change of location of existing warehouse shall be based on the sole discretion of bijnis. bijnis shall communicate to the Seller about any change in the location of such warehouse within 7 days of such change, respectively.

1.12. The Seller agrees that bijnis further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Platform; the participation of which shall be on the Seller’s discretion.

2. LOGISTICS

2.1. The Seller shall be responsible to make the delivery after the acceptance of the order placed by the Buyer, at the destination provided by the Buyer, until which the ownership in the Product shall vest with the Seller only. As an E-commerce market place, bijnis shall extend its services to the Sellers by giving mandates to its logistic partner it has tied up with for facilitating the smooth functioning of the bulk Products’ transactions between the Seller and the Buyer and ensure that the mandate of keeping the Products insured lies with the respective Seller through back-to-back arrangements. Any damage in transit because of any inadequate/unsuitable packaging shall be to the account of the Seller. However, in case of any damage to the Product in transit due to mishandling by the logistic partner, bijnis shall assist Seller in to claim recovery from the logistic partner, subsequently.

2.2. The shipping charges will be borne by the Buyers as the Agreement states in its above-mentioned clauses. The shipping will vary depending upon the order size (Measurement of the cartons) and the geographical location of the Buyer and Seller

3. Payment Facilitation Services

3.1.1. The payments shall be collected by bijnis on behalf of the Seller, in the mode/(s) as selected or opted by the Buyers.

3.1.2. Bijnis shall make the payments to the Seller six times a month i.e. on the 5th day of the Month, the 10th day of the month, the 15th day of the Month, the 20th day of the month, the 25th day of the Month, and the Last day of the Month through NEFT/RTGS or account payee cheque after deducting Bijnis Service Fee as per Clause 4 below. The basis for which are stated below:

• Payment to the Seller shall be released on the 15th day of the month for the consignments delivered to the Buyer between the 1st day and 5th day of the month (Including the 1st day and the 5th day of the month)
• Payment to the Seller shall be released on the 20th day of the month for the consignments delivered to the Buyer between the 6th day and 10th day of the month (Including the 6th day and the 10th day of the month)
• Payment to the Seller shall be released on the 25th day of the month for the consignments delivered to the Buyer between the 11th day and 15th day of the month (Including the 11th day and the 15th day of the month)
• Payment to the Seller shall be released on Last day of the Month for the consignments delivered to the Buyer between the 16th day and the 20th day of the month (Including the 16th day and the 20th day)
• Payment to the Seller shall be released on 5th day of the next Month for the consignments delivered to the Buyer between the 21st day and the 25th day of the previous month (Including the 21st day and the 25th day)
• Payment to the Seller shall be released on 10th day of the next Month for the consignments delivered to the Buyer between the 26th day and the last day of the previous month (Including the 26th day and the last day)
• In case of public holiday or bank holiday, the payment release date will be shifted to the next business day.

3.1.3. Bijnis offers the Buyers to deal through two modes of payment – Pay on Delivery and the Online Payment to be made through all the accepted electronic means.

3.1.4. The Seller shall supply Products along with Tax Invoices. The Invoices against the Buyer shall be generated by the Seller through the Seller Board.

3.1.5. Seller agrees to bear all the applicable taxes duties, or other similar payments (including GST) arising out of the sales transaction of the Products through Platform and bijnis shall not be responsible to collect, report, or remit any taxes arising from any transaction.

3.1.6. If there is any discrepancy in the invoice raised by Seller, or the payment made by Bijnis, or any other dispute/ concern except in clause 3.1.10, Seller shall communicate the same to Bijnis in written within 60 (sixty) days from the date of delivery of Order; In case nothing is communicated, the transaction related to that particular order will be considered closed.

3.1.7. In case of discrepancy accepted by bijnis, bijnis adjust the error in payment in next payment cycle within 7 (seven) business days after receipt of the intimation from Seller.

3.1.8. In the absence of an intimation of discrepancy within time limit per clause 3.1.5 above, the invoice and payment made shall be considered to have been accepted.

3.1.9. Dispute in Invoice / Delay in Payment: In case bijnis does not agree to the discrepancy in payments intimated by Seller, the Parties will discuss and resolve such differences within 30 (thirty) business days of the dispute being raised.

3.1.10. Any dispute related to POD for any shipment will be entertained only for 30 days after the delivery of shipment takes place, any dispute will not be processed after this time period and bijnis will not be liable for any payment against the same

3.1.11. Any dispute related to POD for any shipment will be entertained only for 90 days after the delivery of shipment takes place, any dispute will not be processed after this time period and bijnis will not be liable for any payment against the same

4. CONSIDERATION

4.1.1. In consideration of the services provided by bijnis, the Seller agrees and acknowledges paying Services fees.

bijnis Service Charge – As Per Policy

4.1.2. Seller shall receive the Input Tax Credit for the Tax on Service Fee - GST (Goods & Services Tax) stated above.

4.1.3. Parties agree that the details of terms memorialized in this Clause are dynamic in nature and will evolve or vary as the operating, promotional, marketing and business environment of the Seller or user behavior on the Platform changes and evolves and therefore the Commercial Terms will be adjusted or revised from time to time or sometime occasionally or frequently by the Parties as necessary or appropriate during the Term of the Agreement to accurately reflect the evolution of the aforesaid environment and conditions. Such revisions shall be applicable subject to prior notice by bijnis to the Seller. bijnis shall update all the changes made in the prices in the publicly available sources of price information via the Platform to ensure that the Users have accurate information available to them when they order or make transactions

ANNEXEURE 2

POLICIES

A. Payment & Pricing Policy

In consideration of the services provided by bijnis, the Seller agrees and acknowledges paying Services fees, which shall be calculated in the manner as specified below

The service fee shall be calculated on each transaction through bijnis platform, irrespective of the transaction value or any other parameter involved in the transaction.

The bijnis Service fee charged above is on the account of three major services which bijnis as a B2B Market place is providing to the users being a facilitator of trade.

A general Example is given below:

(The following representation to calculate the Seller Pay-out is just an example. Actual bijnis Service Fee and taxes can be different from the example stated below)

A general example of App Price is given below:

Factory Price	100	Factory will input this value
GST	(+) 5	If Factory Price is >= 1000 then 18% else 5%
Bijnis Price	105	This Price will be shown on application

A general example of Invoice Value is given below:

Factory Price (per pair)	500
(Less) Seller Discount (per pair)	(-) 10
Rate	490	Factory Price - Factory Discount
(Add) GST	(+) 24.5	If (Factory Price - Factory Discount) is >= 1000 then 18% else 5%
Invoice Value	514.5	(Rate + GST) Units

Based upon the Invoice Value, below is the Transfer Value calculation:

Factory Price	500
Total delivered Units	32
Product Value	16000
(Less) Factory Discount	320	2% Factory Discount
(Add ) Product GST	784	5% Product GST
(Less) bijnis Service fee	1600	10% of the Product Value
(Less) Tax on bijnis service fee @ 18%	288
(Less) Cancellation Charges	if any
(Less) TCS	156.8	(1% of the Product Value - Seller Discount)
(Less) TDS	117.6	(0.75% of the Product Value - Seller Discount)
Transfer Value	14,301.6

*Calculations are just for understanding purpose. Actual figures may differ as per the case

Please make a note of the following points:

1. bijnis service fee will be calculated on Factory Price x Units.

2. Product GST will be calculated on rate i.e (Factory Price - Factory Discount).

**Seller shall receive the Input Tax Credit for the Tax on bijnis service fee i.e. GST (Goods & Services Tax) stated above and so the burden of the service shall not fall upon the seller

*The bijnis service fee and the taxes charged on the order of each product/article is subject to change which will be informed prior to the seller at regular time intervals through the Seller Board

Note: The Seller agrees that the Pricing policy of bijnis shall be reviewed from time to time. Service fee for any of the bijnis services or products or the Schedule is subject to change. bijnis shall update all the changes made in the prices in the publicly available sources of price information via the Platform to ensure that the Users have accurate information available to them when they order or make transactions.

B. bijnis Return, RTO & Settlement Policy

Bijnis provides its buyers a 7 days return & refund policy. In case buyer is not satisfied with the product, it can put a request for return within 7 days of delivery of product.

Return Case

Seller hereby agrees to accept all the Returns of the goods booked by the buyer, sold via on bijnis on COD (Cash on Delivery) or Non-COD (Non- Cash on Delivery) and hereby agrees to Refund 100% Money (As per the value of consignment booked for return). The Refund will be given to the buyer by the seller, as per guidelines and terms mentioned in the below table:

Sr. No	Particulars	Shipping charges (Including the Reverse Pickup	Returned Goods	bijnis Charges
1	Genuine Return: Direct Shipment Returns due to following Reasons: i.) Wrong product/article (Different as compared to what has been ordered) ii.) Wrong size/colour (Different as compared to what has been ordered) iii.) Damaged/improper packaging iv.) Manufacturing Defect	Borne by Seller	Delivered to Seller	bijnis service fee + bijnis return service charge (bijnis return service charge will be equal to bijnis service fee)
2	Non-Genuine Returns: Due to any reasons other than mentioned in Point 1.	Borne by bijnis	Delivered to Seller	Not Applicable

Settlement Case

In the Case of Reasons Mentioned in the Table below, Seller can instead of taking any Returns of the goods booked by the buyer, sold via bijnis on COD (Cash on Delivery) or Non-COD (Non- Cash on Delivery), can settle the case by paying a settlement amount (As per the value of consignment booked for return). The Refund will be given to the buyer by the seller, as per guidelines and terms mentioned in the below table:

Sr. No	Particulars	Shipping charges (Including the Reverse Pickup	Returned Goods	bijnis fee
1	Settlement Policy: The Policy shall be applicable in case of following reasons: i.) Wrong product/article (Different as compared to what has been ordered) ii.) Wrong size/colour (Different as compared to what has been ordered) iii.) Damaged/improper packaging iv.) Manufacturing Defect	Not Applicable	Not Applicable	Applicable

RTO (Return to Origin Policy) Case

Seller hereby agrees to accept all the dispatched consignments which were not delivered to the buyer due to any reason, whatsoever. In this case, no deductions shall be made by bijnis whatsoever.

Sr. No	Particulars	Shipping charges (Including the Reverse Pickup	Returned Goods	bijnis fee
1	RTO (Return to Origin)	Borne by bijnis	Delivered to Seller	Not Applicable

• If the Order is dispatched within the lead time then the order can return within 45 days from the date of Pickup. if we fail to return the order within 45 Days, then bijnis will consider it as Delivered
• If the Order is dispatched in delay then the order can be returned upto 60 Days from the date of pickup. If we fail to Return the Order within 60 Days from pickup, then bijnis will consider it as Delivered
• In the case of natural Calamity and political disturbances if any RTO is processed the seller has to receive the shipment as the RTO policy would be lapsed for those shipments

C. Missing Pair Policy

On the event of Delivery of your Orders, if the buyer raises a dispute for Missing Units i.e (upon un-boxing of your order it is found that number of Units is less than the Units dispatched) then an investigation will be conducted by bijnis. If upon the investigation it is found that the error is from the Seller's end, then sellers are liable to pay the amount proportionate to the value of Units missing. Over and above the bijnis service fee charged at the time of delivery an additional penalty proportionate to the bijnis service fee on missing Units will be charged. Also seller will be liable to bear the forward shipping charges paid by the buyer on those missing Units.

The Refund shall be given to the buyer by the seller, as per guidelines and terms mentioned in the following representation. The actual deduction can be different from the example stated below:

Scenario:

Total Units to be Dispatched	24
Actual Units Delivered	16
No. of Missing Pair Reported	8

Calculations:

Factory Price	100
GST @5%	5
Value of Missing Pair (Bijnis Price * Missing Units)	840
(+) Forward Shipping (Per Pair Shipping Charge * Missing Units)	80
(-) Factory Discount (Per pair Factory Discount * Missing Units)	40
(+) Penalty (Taxes if any applicable will be added)	80
Final Deduction (Value of Missing Pair + Forward Shipping - Seller Discount + Penalty)	960

*Calculations are just for understanding purpose. Actual figures may differ as per the case

D. TCS Policy

As per the Section 52 of CGST Act 2017 TCS: Tax Collection at Source (TCS) E-commerce aggregators are made responsible under the GST law for deducting and depositing tax at the rate of 1% from each of the transaction. Any dealers/traders selling goods/services online would get the payment after deduction of 1% tax.

TCS shall be charged on the Product Value i.e Factory Price (excl. GST)

For Return Orders, bijnis will adjust 1% TCS as recovery from Return Deduction Value.

*Factory Discounts will be deducted (if any) for calculating TCS.

E. TDS Policy

As per the Section 194 O of Income Tax Act 1961 TDS: Tax Deduction at Source (TDS) E-commerce Operator that facilitates [through its digital/ electronic facility/ platform] sale of goods or provision of services of an E-commerce Participant shall at the time of credit/ payment of amount of consideration for goods sold/ services deduct tax @ 0.75 % ( Rate has been reduced to 0.75 % upto March 31, 2021 and shall be 1 % after April 2021) on the gross amount of sale/ service consideration.

TDS shall be charged on the Product Value i.e Factory Price (excl. GST)

*Factory Discounts will be deducted (if any) for calculating TDS.

F. Auto Confirmation Policy

In order to confirm any order, every seller will be given 24 hours of time to confirm the order from the time of receiving the order on the seller board. Confirmation time will be inclusive of lead time. During the 24 hours of confirmation time, the seller can either confirm or cancel the order. If the order is not confirmed within 24 hours then the order will be Auto Confirmed.

The following questions and answers will help you to understand the policy better:

Q. What will happen if an order is received on a non-working day?

A. Whenever an order is received on a non working day, the auto confirmation clock will start from 11.59.59 pm and you will get next 24 hours to confirm or cancel the order. Post 24 hours, the order will be auto confirmed.

Q. What will happen if an order is received after the shop has been closed?

A. If you receive an order on 15th June at 11 pm then you will have time till 16th June 11 pm to take an action against the order. Post 11 pm on 16th June, the order will be automatically confirmed and will be moved to "In Process" state.

Note: The auto-confirmation time will be as per the policy applicable on the seller.

G. Cancellation Policy

As per our Cancellation Policy: Cancellations can be performed before confirming or after confirming an order. If any cancellation is performed before confirming an order, the cancellation will be taken as Pre-Confirmation Cancellation, the seller is not liable to pay any cancellation charges.

If any cancellation (full or partial) is performed after confirming an order, the cancellation will be taken as Post-Confirmation Cancellation, the seller is liable to pay cancellation charges which will be calculated as Factory Price (excl GST) * Cancellation Penalty * Cancelled Units.

The following will be the implications :-

• 1. The Cancellation Rate will be 5%
• 2. The product(s) which have been cancelled after confirming the order shall be made inactive on the bijnis app
• 3. Any order which exceeds the given lead time by 72 hours (for the initial phase, might get reduce later) will be automatically cancelled by the system. For e.g., If your given lead time is 3 days then after 3+3 = 6 days of total aging your order will be cancelled
• 4. Factory will be liable to pay cancellation charges against all the auto-cancelled orders
• 5. The cancellation charges will be deducted from the Transfer Value.

A general example of cancellation charges is given below:

(Cancellation charges will be calculated on the Factory Price which is exclusive of bijnis service fee and Product GST)

Factory Price	100
Total ordered Units	18
Lot Size	6
Units cancelled (before confirming the order)	6
Units cancelled (after confirming the order)	6
Cancellation Rate	5%
Cancellation Charges	(100 * 6) * 5%
(Factory Price * Units cancelled after confirming the order) * Cancellation Rate
Cancellation Charges	30

Following questions may help you understand the policy better:

Q.1. - What can I do to avoid Cancellation Fee?

Ans : When you receive any order check the items along with the quantity and make a decision whether you will be able to fulfil the order, you can cancel it before confirming the order and to avoid any cancellation fee as we do not levy any cancellation charges before the order is confirmed.

Q.2. - What happens if the Buyer Cancels the Order?

Ans : If you have done any partial cancellation after confirming the Order and as a consequence Buyer cancels the whole order, then the cancellation fee shall be charged only for the item that was cancelled by you. However, if you have not done any cancellation after confirmation and Buyer cancels the order, no cancellation fee shall be levied.

Q.3. - What happens when the initiate pickup fails?

Ans : If bijnis fails to fulfill any order due to logistics failure, then we shall not levy any cancellation charges on the order. In case of any doubt, please feel free to contact your Portfolio Manager.