VENDOR AGREEMENT

GIGOODS Limited Liability Partnership, an LLP incorporated under the Limited Liability Partnership Act, 2008, (including without limitation any amendments / subsequent Legislations), having its registered office at SY 11 WeWork Krishe Emerald, Kondapur Main Road, Laxmi Cyber City, Whitefields, Serilingampally Mandal, Rangareddy District, Shaikpet, Hyderabad, Telangana: 500081, (hereinafter referred to as the “Company”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns;
And
The Vendor, as set forth in Annexure-A, is a competent legal person (an individual, company, partnership, proprietorship, etc.) representing itself through its duly appointed authorized signatory only, hereinafter referred to as the “Vendor”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include heirs / subsidiaries, affiliates, successors and permitted assigns).
The “Company” and “Vendor” may be individually referred to as “Party” and collectively as “Parties”, as the context may require.
WHEREAS

A. the Company owns and operates the website www.gigoods.com and related websites and mobile applications that operate as e-commerce marketplace for products (hereinafter collectively referred to as “Platform”) which inter alia facilitates the display, advertisement through platform as well as partner platforms and sale of Vendor products;

B.the Vendor is in the business of either of one or many aspects of producing, manufacturing, cultivating, designing, creating and is desirous of selling products through the Platform and enabling promotion/advertisement of its products;

C.the Vendor agrees that it shall be responsible for the storage of the products, and shall dispatch the products through the shipping partners of the Company; and

D.the Parties now wish to enter into this Agreement to document the key terms and conditions which will govern the relationship of the Parties.

NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:

1. DEFINITIONS
1.1. “Customer” shall mean the end user of the Platform.
1.2. “Intellectual Property Rights” means forms of intellectual property rights subsisting under applicable Law and all analogous rights subsisting under applicable Law and shall include any product or process of the human intellect whether registrable or not as patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, and other intellectual property rights, or derivative works of the same expression or literary creation and all rights or forms of protection having equivalent or similar effect anywhere in the world.
1.3. “Law” or “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, by-law, government approval, directive, guideline, or any interpretation, policy or administration having the force of law in India or any other relevant jurisdiction, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this agreement or thereafter, and the word “Laws” shall be construed accordingly
1.4. “Product” shall mean the tangible product that has been produced / cultivated / manufactured / designed / created by the Vendor or bought from other suppliers by the Vendor hereto and is being sold on the Platform.
1.5. “Product Category” shall mean the applicable category which best describes the product listed by vendor in vendor application form.
1.6. “Advertisement” is the act or practice of attracting public notice and attention. It includes all forms of public announcement that are intended to aid directly or indirectly in the furtherance or promulgation of an idea, or in directing attention to a business, commodity, service or entertainment including social media.
1.7. “Platform” shall mean the Company website www.gigoods.com and related websites and mobile applications that operate as e-commerce marketplace for products which inter alia facilitates the display, advertisement and sale of Vendor products;
1.8. “Vendor priority rating” will be based on number of orders successfully served, customers remark, feedback, value of transaction and ease of doing business.
1.9. “Payment gateway charge” is the amount incurred by company in receiving payment for orders, transferring advance and final payment to vendor, return, refund and other such transaction charge to either related to vendor or customers, as applicable to a particular transaction. This charge is variable and depends on company providing payment gateway services as well as on applicable taxes for the same.
1.10. “Administrative charge” is the charge incurred by company in processing a particular order. Company reserves the right to decide it from time to time based on cost involved.
1.11. “Proof of Delivery” is a signed acknowledgement by receiving party for the receipt of shipment.

2. SCOPE OF SERVICES
2.1. The Company shall list on the Platform, such products of the Vendor, from the category of product, for which they have filled in the form and got preapproval from GIGOODS.
2.2. The Company may, in its discretion, promote the products of the Vendor, by way of articles, blogs, or other content on the Platform and through advertisement partners. 3. OBLIGATIONS OF THE COMPANY

3.1. In the event the Company desires, it shall have the right, but not the obligation, to create such content relating to the Vendor or its products as it desires, including without limitation, photographs, videos, interviews, write-ups, descriptions, and interactive pictures.
3.2. Upon receiving the confirmation of the order by the Customer, the Company shall update the details of the confirmation of the order on the back end / Vendor console of the Platform.
3.3. The Company shall appoint third-party courier / shipping partner “carriers” on behalf of the Vendor and the Company shall be authorized by the Vendor to direct such third-party carriers to deliver the products to the Customer.
3.4. The Company shall periodically generate and provide the Vendor with reports on sale of the products of the Vendor. The report shall contain the details of the orders placed for the Vendor’s products, the sale amounts invoiced, the amounts collected from the Customers and any refunds given to the Customers as per the relevant policies on the Platform. The Vendor shall not in any manner expect the Company to provide any other information including without limitation any confidential information of the Customer to the Vendor vide such reports. Such information, confidential and otherwise shall be exclusive proprietary property of the Company.
4. OBLIGATIONS OF THE VENDOR

4.1. The Vendor shall, at all times during the term of this Agreement, fully co-operate with the Company, and promptly respond to the requirements of the Company, including those relating to content about the Vendor or its products.
4.2. The Vendor shall ensure at all times, that the prices at which the products are made available to the Company / through the Platform are lowest and/or lower than or as competitive as the prices at which the products are made available by the Vendor to third-parties, and/or other online intermediaries and websites. Company reserves the right to take appropriate action, including termination of contract and vendor ship in case of aforementioned pricing irregularities.
4.3. The Vendor shall list and sell through the Platform only original and new products and shall, upon request, furnish the Company/ User with necessary proof (like but not limited to, item(s) sourcing bill with item(s) details, manufacturing date, packaging date, non-tampered packing in case of packed item(s)) regarding originality and newness of the product. In the event the Vendor sells duplicate/ counterfeit or used products, the Company shall have the right, apart from other rights set forth herein, to impose on the Vendor a penalty of not less than Rs. 5,00,000/- (Five Lakh) which shall be payable immediately upon demand by the Company.
4.4. The Vendor shall make available to the Company images, and content related to its products including product descriptions. The images provided to company/platform shall comply with company image guidelines effective at that time. These effective and most current guidelines will be displayed in vendor login portal.
4.5. The Vendor shall make available to the Company pictures of the Vendor products at the Vendor’s cost. In the event of any dispute, and in the event the Company decides to generate pictures of the Vendor products, the Vendor shall promptly upon intimation from the Company, arrange for the transport of the product in question to the Company/ or its partner (at the Company’s cost), or arrange for the Company’s representatives/partners to obtain pictures and information about the products at the Vendor’s place of business, or Company partner(s) business place, subject to the requirements of the Company.
4.6. Every product listed by the Vendor on the Platform shall satisfy the quality parameters set forth by the Company as well as the GI certification criteria. In the event the products do not do so, the Vendor shall be obligated to replace, repair or improve or upgrade all the relevant products so as to make them in compliance with the relevant quality parameters and GI certification criteria.
4.7. The Vendor shall provide most suitable adequate most updated and unambiguous information on functionality/usage of the products.
4.8. The Vendor shall offer the entire collection and range of its products through the Platform.
4.9. Where Products are sourced by the Vendor from third-parties / suppliers, the Vendor are advised to ascertain such product(s) quality. The responsibility of products quality sold by vendor on company platform solely lies with vendor.
4.10. Based on the market analysis conducted by the Company, the Company may make recommendations to the Vendor on specific product(s). The Vendor shall make its final decision on the Products to be displayed on the Platform on the basis of such recommendations. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the Platform, any Product.
4.11. The Vendor shall provide to the Company, updates on stock of all Products that the Vendor intends to have in stock for sale through the Company at the end of every calendar day, or at the end of such duration as required by the Company, in an electronic format prescribed by the Company or on the Vendor back-end console provided by the Company to the Vendor.
4.12. Further, provided that in the event that due to any reason the product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, and no longer than twelve hours (12 hours) from such Product(s) or stated quantities thereof becoming unavailable, notify the Company in writing or through his account login on gigoods portal of such unavailability. In the event the out of stock Product is procured by Vendor, despite having conveyed its unavailability to the Company, the Vendor shall promptly communicate the same to the Company and update the exact quantity on the Vendor back end console.
4.13. Also, in any case if vendor wants to temporarily close his selling on platform for any decided period of time, he should inform GIGOODS three days in advance through his account login on gigoods portal.
4.14. Notwithstanding the aforementioned, the Vendor shall ensure that product(s) in respect of which the Stock Statement has been furnished become unavailable failing which notwithstanding any other liability of the Vendor, the Vendor shall be liable, to pay to the Company such penalties (attachment as Annexure-C) as levied by the Company, which is hereby accepted and deemed fair by the Vendor.
4.15. The Vendor shall inform the Company of all special offers as well as any discounts that Vendor proposes to give in respect of any of the Products not less than seven (7) days before the commencement of offer.
4.16. In no circumstances goods which are in contravention of existing rule of the land, goods which falls under category of banned, illegal, or a non-banned product which may impact social, or political environment of society shall be posted on platform. In such circumstance’s vendor will be held liable for the same.


5. ORDERS, PACKAGING

5.1. Within twenty-four (24) hours of an order being made by a customer on the Platform, the Vendor shall convey the confirmation of the order.
5.2. Within 48 (Forty-Eight) hours of the order being made by a customer, the Vendor shall mark the order as ‘ready to ship’, following which the Company shall ensure the carriers pick up the relevant product from the designated location of the Vendor.
5.3. In the event the vendor accepts the order and request for late shipment than 48 hours as mentioned scheduled timelines, the vendor is not charged for first time in its billing cycle but from second such incidences vendor is liable to pay to the company penalties (attachment as Annexure – D) as levied by the company which is hereby accepted and deemed fair by the vendor.
5.4. In the event the vendor rejects the order within mentioned scheduled timelines of 24 hours, the vendor is not penalized for first time in a billing cycle but from second such incidences vendor is liable to pay to the company penalties (attachment as Annexure - D) as levied by the company which is hereby accepted and deemed fair by the vendor.
5.5. In the event the vendor accepts the order and rejects before shipment scheduled timelines of 48 hours, the vendor is charged for such incidences and is liable to pay to the company penalties (attachment as Annexure - D) as levied by the company which is hereby accepted and deemed fair by the vendor.
5.6. In the event the vendor didn’t respond within the scheduled timelines, the vendor is liable to pay to the company penalties (attachment as Annexure - D) as levied by the company which is hereby accepted and deemed fair by the vendor.
5.7. In the event the order comprises of customized, on order production products, the timeline shall be as agreed upon between Vendor and the Company.
5.8. The Vendor hereby provides all authorizations to the Company to facilitate collection of the products by the carriers appointed by the Company. In the event the carriers are unable to pick up the product within the time frame specified above, the Vendor shall duly inform the Company, and the Company hereby undertakes to inform the customer of any delays that may arise in the transport of the product ordered.
5.9. The Vendor shall ensure that all dispatch of products shall originate from the geographic place where the GI goods are registered.
5.10. The Vendor shall include, with the Order package, the labels provided by the Company.
5.11. The Vendor shall not send any of its information, promotional or otherwise, along with the products ordered and shall ensure that no material or literature detrimental to the business/commercial interests of the Company, as decided solely by the company, are sent to the Customer.
5.12. The Vendor shall send the Company’s promotional or advertising material that the Company shall supply to the Vendor at Company’s own cost, such as flyers or cards, along with the products ordered.
5.13. Prior to the shipment of the relevant product, the Vendor shall reasonably verify the consignment against the confirmed order placed by the relevant Customer, and such other quality parameters as may be reasonably required.
5.14. Vendor should ensure proper condition of packing. Vendors are advised to keep all digital proofs (Attachment as Annexure D) for the concerned order which is under contention. They should provide all such proofs to GIGOODS when requested. In case any damage is caused to the product in-transit on account of inadequate/unsuitable packaging done, the Vendor shall be liable to replace the damaged product at no extra cost to the Company or the Consumer.
5.15. In the event of any order cancellation by the customer within 24 (Twenty-Four) hours of placing the order, or the pickup of the product from the location of the Vendor by the relevant carriers, or before signing the Proof of Delivery (POD) by customer, the Company shall intimate the Vendor of the same, and such order shall stand cancelled, at no additional cost to the customer or the Company.
5.16. The Vendor shall follow the Company’s / Platform’s exchange or replacement policy, for all the products for any defects in size, colour, and any other product specification, unless otherwise mentioned by the Vendor to be non-replaceable as per the product description.
5.17. The Vendor shall follow the Company’s / Platform’s refund policy for all the products for any defects in size, colour, and any other product specification, unless otherwise mentioned by the Company to be non-replaceable as per the product description.
5.18. If Vendor fails to deliver products to the Customer in accordance with terms of this Agreement, notwithstanding any other liability of the Vendor, the Vendor shall be liable, to pay to the Company an amount per such failed order as explained in Annexure C.
6. CONSIDERATION

6.1. As consideration for the services rendered by the Company, the Vendor shall pay the Company such consideration as set forth below:
6.1.1. A one-time, non-refundable, registration fee as conveyed to the Vendor; and
6.1.2. Annual Membership fees, as applicable.
6.2. The Company shall collect payments from Users on behalf of the Vendors as its Service provider. The Vendor hereby expressly authorises the Company to deduct from the payments made by the Users, the consideration payable to the Company by the Vendor.
6.3. The Company reserves the right to change the commission structure from time to time
7. REPRESENTATIONS AND WARRANTIES

7.1. The Vendor represents, warrants and covenants that:
7.1.1. it shall carry out its obligations herein with a reasonable standard of care, skill and diligence as maintained by persons selling, on a commercial basis, similar products;
7.1.2. it has employed persons with sufficient expertise, training, skill and experience to sell the products in a professional manner, in accordance with the applicable laws;
7.1.3. it is fully authorized and empowered to enter into this Agreement, and that its performance of the obligations under this Agreement shall not violate any agreement between the Vendor and any other person, firm or organization or any law or governmental regulation;
7.1.4. it holds the complete intellectual property rights in the Vendor content submitted to the Company;
7.1.5. that the use of the Vendor content by the Company shall not infringe upon the rights of any third-party, including intellectual property rights; and that
7.1.6. the Vendor expressly understands and agrees that this agreement does not authorize it to be a representative of the Company or vice-versa, for any purpose whatsoever.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Unless the Company has otherwise agreed in writing, nothing herein gives the Vendor a right to use any of the Company’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, save according to the provisions of this Agreement.
8.2. The Vendor agrees to use any trademark, service mark, trade name or logo of the Company authorised by the Company in a manner that does not cause, is likely to cause or intends to cause confusion about the owner of such marks, names or logos.
8.3. All logos, trademarks, brand names, service marks, domain names, including material, designs, graphics created by and developed by the Company pursuant to this agreement and other distinctive brand features of the Company and its Platform, including the Vendor product descriptions, images, videos, and write-ups are the property of the Company.
8.4. Furthermore, with respect to Platform created by the company, the company shall be the exclusive owner of all the designs, graphics and the like, related to the Platform, including the content featured on the Platform, unless otherwise specified.
8.5. The Vendor, pursuant to this agreement, grants the Company, a worldwide, royalty free, irrevocable license to use its Intellectual Property, its brand name, logo and the Vendor content provided to the Company or developed by the Company (including descriptions, interviews, write-ups, photographs and videos).
9. CONFIDENTIALITY

9.1. The Vendor agrees to keep in strictest confidence and not disclose to any third party, the terms agreed by the Parties herein and the terms and conditions set out in this Agreement, unless such disclosure is required by law.
9.2. The Vendor agrees to treat any data including but not limited to personal data, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge in connection with or as a result of the provision of services mentioned in this Agreement, including without limitation personal information of the Customer, through any medium as confidential and shall not disclose the same to any others, except as may be required by law or as may be required to be disclosed on a "need-to-know" basis for implementing this Agreement.
10. DISCLAIMER OF WARRANTY

10.1. The Company shall not incur any liability with respect to any grievance of the Customer but, the Company may, in its sole discretion, act as a dispute resolution body between the Customer and Vendor.
10.2. The Vendor shall be responsible, either by itself, or through his suppliers, for all the warranties and guarantees for the products, along with after sale services relating to the products as per its standard product warranty, guarantee and maintenance contracts (if present) and shall keep the Company fully indemnified against any claim from any person / entity relating to such warranties, guarantees and maintenance services, where present.
11. NON-SOLICIT, NON-COMPETE

11.1. During the term of this Agreement and for a period of three (3) year thereafter, the Vendor hereby agrees not to solicit the prospective / current / past business partners or associates or employees of the Company, or any customers of the Company/Platform, for any personal or professional matter, except with prior written consent of the Company.
11.2. During the term of this Agreement and for a period of one (1) year thereafter, Vendor shall not solicit from or provide products to the Company’s prospective / current / past clients/customers, directly or indirectly, for any scope of services, without the prior written consent of the Company.
11.3. During the term of this Agreement and for a period of one (1) year thereafter, the Vendor hereby covenants not to launch or be a part of any commercial business venture with prospective / current / past clients/customers of the Company, without prior written permission from the Company.
11.4. The Vendor agrees that in the event of a breach of any of the above provisions, the Company shall be entitled to exemplary damages.
12. CONSEQUENCES OF BREACH

12.1. Any breach of any of the terms of this agreement by the Vendor entitles the Company to cancel or suspend this Agreement in full immediately. Upon such cancellation or suspension, any and all obligations of the Company shall cease with immediate effect, without affecting in any way, any and all rights of the Company under this Agreement.
12.2. The Vendor agrees that any breach is likely to cause significant and irreparable damage to the Company and hence the Vendor shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement by way of injunctive relief and for any other relief including indemnity from and against any and all losses arising from the breach of this Agreement.
12.3. In the event of termination due to breach, any liability for damages, claims and other relief sought by the Company shall remain in full, until settled to the satisfaction of the Company.
13. INDEMNIFICATION

13.1. The Vendor will defend, protect, indemnify, save and hold harmless the Company from and against any and all third party suits, actions, liability, losses, damages (including punitive damages), awards, judgments, fines, fees (including court or arbitration-related expenses and attorneys’ fees), costs, expenses, penalties and other charges (collectively, “Losses”) arising out of, as a result of, or in connection with: (a) the Vendor’s performance or failure to perform under this Agreement; (b) the Vendor’s wilful misconduct under this Agreement, or under any and all applicable policies and guidelines issued by the Company; (c) the Company’s use of any of the Vendor content supplied pursuant to this Agreement (including any advertising or promotional use of such materials) infringes any patent, copyright, trademark, trade secret, rights of publicity or privacy, or any other proprietary right of any third-party or is libellous or slanderous; (d) Vendor’s breach of this Agreement; or (e) the Vendor’s breach of applicable Platform Terms and Conditions or such other terms as conveyed to the Vendor by the Company
14. TERM AND TERMINATION

14.1. This Agreement is valid from the Effective Date mentioned herein for a period of Two Years (“Term”) and may thereafter be renewed unless terminated earlier as set forth below: 14.1.1. Either Party may terminate this Agreement with 2 (two) months’ written notice to the other Party.
14.1.2. The Company may additionally terminate the Agreement without prior notice in the event that there is a change of control in the Vendor or in the Vendor’s parent company or a substantial part of the Vendor’s business is transferred to a third party or if the Vendor breaches the terms of this Agreement or any of its obligations herein or breaches the terms and conditions of the Platform.
15. EFFECTS OF EXPIRY/TERMINATION

15.1. All orders in relation to the Products of the Vendor that have been received prior to the Termination or expiry of the Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of Termination shall be completed, notwithstanding the Termination, in accordance with the terms of this Agreement.
16. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by and shall be construed in accordance with the laws of India.
16.2. The Parties shall attempt to resolve any dispute arising out of or in connection with this Agreement by way of negotiations.
16.3. The Courts at Hyderabad shall have jurisdiction over matters arising out of, in connection with or pursuant to this Agreement.
17. GENERAL TERMS

17.1. Relationship between Parties: It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the Company and the Vendor and / or their Staff and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the Company and the Vendor.
17.2. Force Majeure: Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than 60 (sixty) days, the other party may immediately terminate the applicable Service Agreement by giving written notice to the delayed party.
17.3. Notice: Notice to Parties under this agreement must be in writing and sent by India Post or any other courier service to the address set forth herein.
17.4. Assignment: Neither this Agreement nor any rights under this Agreement may be assigned, subcontracted, or otherwise transferred by the Vendor, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the Company.
17.5. Severability: If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission /commission of the Parties hereto done prior to the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.
17.6. Waiver: Failure or delay in exercising any rights under this agreement by either parties or failure to insist upon or enforce strict performance of any provision contained herein, shall not be considered waiver of such right, even if there are multiple, successive instances of such failures or delays. If a valid waiver is made in writing, no waiver shall be considered continuing or permanent.
17.7. Entire Agreement: This Agreement along with the Annexures hereto as well as the terms and conditions on the Platform constitute the entire understanding between the parties.

IN WITNESS WHEREOF, the Parties have caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

For: GIGOODS LLP	For: Vendor
Name of Signatory:	Name of Signatory:
Designation: Managing Director	Designation:
Date:	Date:

ANNEXURE B

Terms of Payment

1. The Vendor shall invoice the Company in a format specified by the Company and carrying the GSTIN of the vendor.

2. The Company shall pay the Vendor 50% of the product value within 24 hours of product order accepted by vendor, and the remainder 50% within 4 days of satisfactory (after three (3) days customer return period expiry) delivery of Product.

3. The payments shall be made through bank account transfers/DD’s or cheques issued in the name of the Vendor.
4. The payment shall be credited to the bank account updated by the vendor on the portal through his login ID.

5. Government taxes prevailing at the time of order will be applicable.

ANNEXURE C

DIFFERENT SCENARIOS FOR ORDER PROCESSING BY VENDOR AND APPLICABLE RULES FOR THE SAME.

Sr.No.	Scenario	Use case/Situation	Impact to Vendor
1.	Vendor-accept order	Accept and ships within timelines as mentioned the attachment as Annexure D.	Will receive 50% advance payment after accepting order. Remaining 50% payment will be transferred to vendor account after successful delivery to customer.
2.	Vendor accept order and request for late shipment	Shipment to Customer was delayed due to delay in the pack-pick process. *Please also note that you are required to keep your late shipments below 5 % of the total orders in a billing cycle as well as on annual basis.	First such incidence is non penalised and permissible, however every attempt shall be made to avoid such late shipment incidences. From second such incidence onwards, Vendor will be responsible to pay pick up attempt charge and other applicable platform charges as mentioned in the attachment as Annexure D. These penalties will be adjusted at the time of final payment concerned with order (s) for which default has been made. If the frequency of such non-compliance is frequent GIGOODs reserves the right to cancel the registration, as this will impact to GIGOODS goodwill in customer base.
3.	Vendor rejects order within specified time	Vendor rejects to accept in case of either: Stock finishes Temporary out of business Please also note that you are required to keep your total cancellation below 2.5 % of the total orders in a billing cycle as well as on annual basis to continue selling on GIGOODS	Maximum once in a billing cycle is not penalised however every attempt shall be made to avoid such reject incidences. As this impact vendor priority rating. An amount equivalent to payment gate way charge (payment receipt and return for customer and vendor payment) and administrative charge will be recovered from vendor, which GIGOODS incur due to this non-compliance as mentioned in annexure D.. A penalty will be applicable from second such incidence as mentioned in attachment in annexure D. Out of Stock: Every attempt shall be made to keep the surplus and updated stock of items uploaded in platform for selling purpose. However, in case of an unforeseen circumstances of out of stock condition, it is responsibility of vendor to intimate GIGOODS (at earliest) if an item (s) is out of stock, within specified time and remove such items (s) from platform. If any order is placed by a customer prior to the moment of out of stock display by vendor in their login, then it will be treated as rejected order by vendor. Vacation/ Holiday/ Temporary Closure: If a vendor is planning to go for vacation or closing temporarily due to some priority, they should intimate GIGOODS through platform channel, and “not receiving orders” with date range shall be mentioned. If any order is placed by a customer prior to the moment of out of vacation/closure display by vendor in their login, the it will be treated as rejected order by vendor. If the frequency of such non-compliance is very frequent GIGOODs reserves the right to cancel the registration, as this will impact to GIGOODS goodwill in customer base.
4.	Vendor accepts order and then rejects before shipment	* Please also note that you are required to keep your total cancellation below 2.5 % of the total orders in a billing cycle as well as on annual basis to continue selling on GIGOODS	Every attempt shall be made to avoid this condition. Vendors are advised to check stock before accepting orders. A penalty will be applicable for any such incidence as mentioned in attachment in annexure D. If the frequency of such non-compliance is very frequent GIGOODs reserves the right to cancel the registration, as this will impact to GIGOODS goodwill in customer base.
5.	Vendor-didn’t respond		Vendor must in all running business circumstances respond to the orders pertaining to their vendor account. A penalty will be applicable for any such incidence as mentioned in attachment in annexure D. GIGOODS reserves the right to cancel the vendor registration on multiple such non-compliance of not responding to orders. Out of Stock: No penalty if updated such out of stock as per policy and there is no order for any such items. If any order is placed by a customer prior to the moment of out of stock display by vendor in their login, then it will be treated as rejected order by vendor. Vacation/ Holiday/ Temporary Closure: No penalty if updated such vendor unavailability times lines as per policy and there is no order for any such items. If the frequency of such non-compliance is very frequent GIGOODs reserves the right to cancel the registration, as this will impact to GIGOODS goodwill in customer base.

ANNEXURE D

1. Specified Timeline to accept order is 24 hours from the order received by vendor. GIGOODS webclock time is applicable.
2. Specified Timeline to ship order is 48 hours from the order received by vendor. GIGOODS webclock time is applicable.
3. Advance payment is with respect to the price the vendor has put from his login on gigoods portal for particular product
4. Successful delivery means delivery of product to customer in acceptable state and post expiry of applicable refund return window for customers. Return (Refund or exchange or replacement) window for customers is 3 days after receiving the product or after POD is signed.
5. Remaining amount means the 50% amount of the product price of vendor, will be given to vendor after 4 days from the expiry of return period from customer.
6. Billing Cycle is monthly stating from 1 st of every month to last calendar day of the same month.
7. In second such incidence in a billing cycle when vendor accept order and request for late shipment, vendor have to pay a penalty of 50/- INR for that order. From third incidence onwards a penalty of 100/- INR will be imposed.
8. In second such incidence in a billing cycle when vendor rejects order within specified time vendor will be charged 5% of transaction amount. For third such incidence a penalty of 7.5% percent of transaction amount will be imposed. For further any such attempts a penalty of 10% of transaction amount will be imposed.
9. In first such incidence in a billing cycle when vendor accepts and then cancel order within specified time, vendor will be imposed with penalty of 10% of transaction amount. From second such attempt a penalty of 12.5% of transaction amount will be deducted. And in case of third attempt and onwards 15% of transaction amount will be penalised..
10. In first such incidence in a billing cycle when vendor don’t respond penalty will be 10% of transaction amount. For second such incidence a penalty of 12.5% of transaction amount will be deducted. And a penalty of 20% percent will be imposed from third such incidence onwards.
11. A one-time, non-refundable, registration fee will be 249.00/-
12. Annual Membership fees will be according to the membership of vendor. For first year its free.
13. 13. Replaceable category covers product under “Clothing”, “Play”, “Accessories” and “Home Decor” heading.
14. Non replaceable category covers product under “Grocery & Gourmet” and “Beauty” heading.