Terms And Conditions
- GENERAL TERMS AND CONDITIONS
This document is an electronic record in terms of Information Technology Act, 2000 (“IT Act, 2000”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
The terms and conditions provided herein ("Terms and Conditions") are all the terms and conditions that shall govern the transactions/dealings in the nature of sale made by WOW eCarts Private Limited, a private limited company incorporated under the laws of India, and having its registered address at 57-A, Hartron Complex, Electronic City, Sector - 18, Udyog Vihar, Phase IV, Gurgaon – 122 015, Haryana, India. ("WOW eCarts", which expression shall, unless repugnant to the context or meaning thereof, include its Affiliates and permitted assigns) and the purchases made by the entity which has duly filled up the Registration Form above ("Customer") through email, or any other means of communication, exchanged between the Customer and WOW eCarts Private Limited. For the purpose of these Terms and Conditions, the Customer and WOW eCarts Private Limited have been individually referred to as "party" and collectively as the "parties". For the purpose of these Terms and Conditions, Affiliate shall mean any entity that is domiciled in India in which WOW eCarts Private Limited or its group companies have directly or indirectly, certain economic interest.
WOW eCarts Private Limited is a wholesale (E-Distribution) company engaged in the business of selling products to retailers, wholesalers, corporates, industrial, commercial, institutional or other professional business users or to other wholesalers and related subordinate service providers through its website (www.b2badda.com) ("B2Badda Site"). These Terms and Conditions provide as follows:
(a) Registration: The Customer shall be eligible to purchase products from WOW eCarts Private Limited only upon receipt of a confirmation email from WOW eCarts Private Limited ("Registration Email"), upon having submitted a duly filled up and executed Registration Form along with the documents ("Documents") so requested by WOW eCarts Private Limited.
(b) Quality of products: The Customer can view the description of the products sold by WOW eCarts Private Limited through the product description data available on the B2Badda.com Site. While WOW eCarts Private Limited has taken precautions to avoid inaccuracies, all content, information, software, products, services and related graphics are provided as is, without warranty of any kind and should be used as a guide only.
WOW eCarts Private Limited further expressly disclaims any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted, or the content (including product information and/or specifications) communicated by WOW eCarts Private Limited by e-mail or any other means whatsoever.
(c) Orders: The Customer shall place orders on the B2Badda.com Site. All orders placed by the Customer on the B2Badda.com Site will constitute a valid and confirmed Purchase Order ("Order") and WOW eCarts Private Limited will consequently take all necessary steps to fulfil the Orders in accordance to the timelines committed on the B2Badda.com Site, which may be amended by WOW eCarts Private Limited at its sole discretion. The Customer will receive an e-mail on its registered email address confirming the receipt of the Customer's Order and containing the details of the Customer's Order (the "Order Confirmation E-mail"). The Order Confirmation E-mail is an acknowledgement that B2Badda has received the Customer's Order. WOW eCarts Private Limited will continue to update the Customer with respect to the Order fulfilment process by sending update emails on the registered email address of the Customer. WOW eCarts Private Limited shall have the right to consolidate the items in the Order under a single shipment or undertake part shipment of the Orders. The Customer hereby agrees and acknowledges that notwithstanding the foregoing, fulfilment of any Order shall be subject to the realization of full payment by the Customer to WOW eCarts Private Limited of all dues relating to that Order.
(d) Cancellation of Orders: WOW eCarts Private Limited shall have the right to cancel or refuse any Order placed by the Customer any time before dispatching the products to the shipping address of the Customer. The Customer can cancel the Order any time before WOW eCarts Private Limited has initiated the dispatch of the products to the shipping address of the Customer.
(e) Prices and Margin: All products are sold subject to the relevant prices displayed on the B2Badda.com Site at the time the Order is placed by the Customer. Any concessional rate of tax charged, subject to issuance of specified statutory declaration/ certifications will be furnished within reasonable time. Failure to furnish statutory declaration/ certifications within reasonable time would result in recovery of differential tax along with interest and penalty, as applicable, which the Customer shall additionally pay to WOW eCarts Private Limited. WOW eCarts reserves the right to increase the price of the products at any time by updating the details displayed on the B2Badda.com Site. Any additional and/or ancillary charges, if any, such as delivery charges, the cost of certain forms of packing etc. will be added to Tax/ Retail Invoice and shall form part of the above sale price.
Margin percentage mentioned on any product detail page on the WOW eCarts Private Limited (B2Badda.com) Site is calculated in the following manner: Margin % = (MRP – Selling Price)*100/ Selling Price
(f) Delivery of the products: The ordered products shall be delivered by WOW eCarts Private Limited to the shipping address specified by the Customer in accordance with the terms agreed upon by WOW eCarts Private Limited and the Customer in writing from time to time. Every shipping address of the Customer would need to be registered by adhering to the prescribed process.
(g) Transfer of Title and Risk of Loss: Notwithstanding anything contained in these Terms and Conditions, the title and risk of loss of the products shall be passed and transferred to the Customer from the time such product reaches the Customer's shipping address from the WOW eCarts Private Limited authorized carrier(s). In case of returns of the products in accordance with the provisions of these Terms and Conditions to WOW eCarts Private Limited, the risk of loss and title of the products shall stand transferred to WOW eCarts Private Limited upon handing over of the products by the Customer to the WOW eCarts Private Limited authorized carrier.
(h) Mode of Payment: Once the Customer is registered with WOW eCarts Private Limited, payments for all the purchases shall be made by the Customer through banking/payment channels acceptable to WOW eCarts Private Limited. The Customer shall update this information as necessary to ensure that it remains accurate and complete at all times. Specific terms in this regard shall be agreed from time to time between the parties in writing. WOW eCarts Private Limited may extend additional methods of accepting payments on the B2Badda.com Site, at any time at its sole discretion.
(i) Returns: The Customer may return the product in any of following events: (a) if the product is damaged when it is delivered to the Customer by WOW eCarts Private Limited authorized carrier(s); or (b) if the product provided to the Customer does not conform to the written specifications of the product as described on the WOW eCarts Private Limited (B2Badda.com) Site at the time of purchase. The Customer agrees that a return will be accepted by WOW eCarts Private Limited subject to (a) the Customer informing WOW eCarts Private Limited of the product complaint and initiating a return within the return timelines as published by WOW eCarts Private Limited on B2Badda Site from time to time (b) the products being returned without being tampered and/or used and in the condition in which they were received along with original packaging.
(j) Consequence of Returns: Once the return is accepted by WOW eCarts Private Limited, it shall, at its sole discretion, issue a credit note equivalent to the amount of the original invoice (including the applicable VAT/CST if such returns are submitted within the timelines as required by WOW eCarts Private Limited) as a sale cancellation. In case of returns, the Customer will also issue to WOW eCarts Private Limited a valid debit note indicating the applicable VAT/CST component separately in compliance with applicable state laws. In case Customer fails to issue a valid debit note and there is any demand from the tax authorities on WOW eCarts Private Limited on account of non-receipt of debit note then the Customer shall indemnify WOW eCarts Private Limited for the amount so demanded along with the applicable interest and penalty.
(k) Disclaimers to Warranty: WOW eCarts Private Limited and/or its Affiliates shall neither be liable nor responsible in any manner for any actions or inactions, breach of terms, obligations, representations or warranties by the manufacturers of the products and hereby expressly disclaims any and all responsibility and liability in that regard. All products shall have a warranty as may be provided by the manufacturer of such products, if any. WOW eCarts Private Limited shall not be responsible to mediate, or resolve any dispute between the manufacturer of the products, the Customer and the end user of the products. WOW eCarts Private Limited expressly disclaims (1) any representations, warranties, declarations or guarantees regarding merchantability, fitness for a particular purpose of a product or non-infringement by the product; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from WOW eCarts Private Limited’s negligence.
(l) Indemnification and Release: The Customer agrees to release from and hold harmless WOW eCarts Private Limited (and its officers, directors, employees, agents ,and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' and legal fees) (each, a "Claim") arising from or related to (a) its actual or alleged breach of any obligations under these Terms and Conditions; (b) or its actual or alleged violation of any laws or the rights of a third party; (c) any of the actions/inactions of the vendors/manufacturers from where the products have been procured by WOW eCarts Private Limited; (d) breach of the representations and warranties provided under these Terms and Conditions. WOW eCarts Private Limited specifically waives any claims or demands that the Customer may have in this behalf under any law, contract or otherwise.
(m) Term and Termination: The term of these Terms and Conditions will commence on the date of the Customer receiving the Registration Email ("Effective Date") and continue until terminated by either WOW eCarts Private Limited or the Customer as provided herein ("Term"). The Customer agrees that during the Term, WOW eCarts Private Limited may, at its sole discretion (with or without cause) have the right to terminate these Terms and Conditions without providing any notice to the Customer.
(n) Effects of Termination: The Customer agrees that any Documents submitted by it in connection with the Registration Email will be retained in WOW eCarts Private Limited’s records at B2Badda's sole discretion and WOW eCarts Private Limited shall not be obligated to return them to the Customer upon termination of these Terms and Conditions.
(o) Confidentiality: The parties agree that any information (including any written, tangible and/or intangible information) exchanged between or disclosed by either party to the other party from time to time, including but not limited to information pertaining to the products being purchased, catalogue prices, commercial terms under these Terms and Conditions, shall be the confidential information of the said party and either party shall not disclose the same to the public without taking the prior written approval of the other party.
(p) Representations and Warranties: The Customer hereby represents and warrants that (a) all Documents submitted under these Terms and Conditions are true, accurate and validly existing; and (b) it is purchasing the products and has submitted Documents under these Terms and Conditions (including but not limited to Documents for the purpose of registering its shipping address) solely for its retail or institutional, business, professional, industrial and commercial purposes, and/or for the purposes of consumption in connection with its business activity; and (c) it will provide a timely response to any recall request that may be initiated by WOW eCarts Private Limited in relation to any products under an Order, and comply with all assistance requested by WOW eCarts Private Limited in this regard; and (d) it hereby agrees and adheres to the provisions set forth under the Conditions of Use and the Privacy Notice displayed on the WOW eCarts Private Limited Site, as may be updated from time to time.
(q) Use and Access of Customer account and password: The Customer's account shall be activated once the Customer receives a Registration Email. The Customer agrees that the Customer is responsible for maintaining the confidentiality of its registered account and password and for restricting unauthorized access or activity in relation to its account by any third party, and hereby releases WOW eCarts Private Limited from any responsibility in this regard. Notwithstanding the foregoing, the Customer may allow its authorized signatory or person ("Authorized Person") to access its account and password, provided WOW eCarts Private Limited has received all necessary documents / communication evidencing such access. The Authorized Person shall be granted all authority to conduct activities in relation to the Customer's account, and the Customer shall at all times be bound by and responsible for all actions of the Authorized Person. The Customer agrees to accept responsibility for all unauthorized activities that occur under its registered account with WOW eCarts Private Limited, and agrees and undertakes to indemnify WOW eCarts Private Limited and /or its Affiliates in the event of any claims arising as a result of any unauthorized activity resulting from the Customer's breach of the condition set forth hereunder. The Customer shall take all necessary steps to ensure that the password is kept confidential and secure and shall inform WOW eCarts Private Limited immediately if it has any reason to believe that its password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. The Customer should, at all times, ensure that the details being provided by the Customer to WOW eCarts Private Limited are correct and complete and undertakes to inform WOW eCarts Private Limited immediately of any changes to the information that was provided at the time of registration in the format/manner as may be prescribed by WOW eCarts Private Limited from time to time. WOW eCarts Private Limited shall not at any time be liable for any misuse of the registered account of the Customer because of information not being updated by the Customer or otherwise. WOW eCarts Private Limited reserves the right to terminate accounts, cancel membership, remove or edit content at any time without notice to the Customer.
(r) Governing Law and Jurisdiction: These Terms and Conditions are governed by the laws of India, without reference to any applicable conflict of laws. Both parties to these Terms and Conditions agree to submit to the exclusive jurisdiction of the Indian courts, India for disputes arising out of these Terms and Conditions.
(s) Relationship between the Parties: WOW eCarts Private Limited and the Customer are independent contractors engaged in a non-exclusive arrangement, and nothing in these Terms and Conditions will be construed to create any other relationship between the parties.
(t) Communication: We will send all notices and other communications (including transactional, promotional and/or commercial communication) to you at the e-mail addresses or at the valid phone number provided by you or any other means then specified by WOW eCarts Private Limited. You consent to receive such communications through any mode including SMS, e-mail, phone calls etc.
B. OTHER TERMS AND CONDITIONS
All other terms and condition including the commercial terms (including but not limited to the credit terms, as may be applicable) shall be agreed by the parties mutually in writing and the Customer agrees and acknowledges that once the commercial terms have been agreed upon by the Customer in writing, such agreed terms shall be considered to be an integral part of these Terms and Conditions and shall be valid and binding on the parties.
C. ENTIRE AGREEMENT AND REVISIONS
These Terms and Conditions represent the entire agreement between the parties with respect to the subject matter described herein and supersede any previous or contemporaneous oral or written agreements and understandings. WOW eCarts Private Limited reserves the right to change any of the terms contained in these Terms and Conditions including any commercial terms incorporated herein, at any time in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) WOW eCarts Private Limited emailing the revised terms to you on your registered email address; or (b) WOW eCarts Private Limited posting the revised terms on the B2Badda Site. The Customer is responsible for reviewing any revised terms and any notice of revision that may be posted on the B2Badda Site. The Customer's continued operation or use of the B2Badda Site following B2Badda emailing or posting any revised terms or notice of revision on the B2Badda Site, will constitute the Customer's acceptance of the revised Terms and Conditions. If the Customer does not agree to any changes in these Terms and Conditions, the Customer must not continue to transact or use the B2Badda Site, and must give WOW eCarts Private Limited notice in writing immediately within a period of 5 (five) working days from the receipt of B2Badda's email or posting of the revised terms or the notice of revision on the B2Badda Site, whichever occurs earlier.
The authorized representatives of WOW eCarts Private Limited and the Customer agree to the above Terms and Conditions on the day the Customer confirms their acceptance through the mode made available by WOW eCarts Private Limited.