Declaration cum Indemnity Bond
This Declaration cum Indemnity bond is executed and accepted electronically by: The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this Declaration cum Indemnity Bond either himself or through a duly authorized signatory and who is legally allowed to do business in India (hereinafter referred to as the "the Seller" or the “Indemnifier”) and is in the business of selling various products across India (hereinafter referred to as the “Products”) which expression shall unless repugnant to the context or meaning thereof, include its successors, administrators, representative, and assignees, in favour of M/s. Clues Network Private Limited having its registered office at Plot No 112, Sector 44, Gurugram, Haryana- 122003 (hereinafter referred to as “Indemnified/Shopclues”) which expression shall unless repugnant to the context or meaning thereof, include its successors, administrators, representative, and assignees.Whereas the Indemnifier is registered with the Indemnified for selling/offering for sale various products/goods through the On-line Platform of Shopclues.com and its mobile Applications, to the end-customer(s).Whereas, Indemnified, being only a facilitator/Intermediary offering its Online Platform for the sale of products/goods of Indemnifier to the end-customer, wants to ensure that the products/goods made available by Indemnifier to the end-customers are not defective, damaged, and/or do not fall under the category of spurious goods, counterfeit goods, grey market goods, infringing third party’s rights, etc. Indemnifier undertakes and warrants that:
The Indemnifier hereby irrevocably agrees to indemnify, hold harmless, and undertakes to keep Shopclues, its Affiliates, and their respective employees, officers, and directors against each and all losses, liabilities, punitive measures, penalties, damages, claims, actions, proceedings, cost, and expenses, including reasonable attorney’s fees and disbursements in connection therewith, with regard to:
- • It is legally authorized to offer for sale/sell the goods/products through Shopclues.com’s Online Platform. Possesses necessary trademark / intellectual property (IPR) / Legal authority /legal rights / other proprietary rights, etc. in the goods/product sold, offered for sale through Shopclues.
- • If it is in the business of importing products of foreign brands, it is in a position to sell/offer for sale the said product/s through Shopclues.com’s Online/Offline Platform.
- • It is the owner/manufacturer/importer/licensee/distributor of the product(s)/Good(s) sold/offered for sale through Shopclues’s Online Platform and is authorized to sell those products/goods.
- • It is authorized by the brand or manufacturer and therefore possesses necessary trademark / intellectual property (IPR) / legal rights / other proprietary rights, etc., in the goods/product sold offered for sale through Shopclues’s Online Platform.
- • Indemnifier will not list any product for sale, at a price which is higher than the Maximum Retail Price (MRP) of that particular product and not alters or tamper with the MRP and other declaration mentioned on the Products as per the provision of Legal Metrology Act, 2009 and rules framed thereunder, by the manufacturer.
- • The Indemnifier has the appropriate license, approvals, and/or other consents from the authorities of respective states which enable us to store, transport, and sell Products to third Parties/public at large/end-customers.
- • The License, approval, and other consents as obtained above are valid on the date of execution of this Declaration cum Indemnity and shall remain valid throughout the period of the business relationship of the Indemnifier with Shopclues.
- • The Indemnifier ensures that the Products’ packaging and labelling are in compliance with the Legal Metrology Act 2009 and rules framed there under and any recent amendments thereto, including but not limited to Legal Metrology (Packaged Commodities) Amendment Rules, 2017.
- • It shall comply with all the applicable laws including but not limited to the Information Technology Act, 2000, the Consumer Protection Act 2009, Legal Metrology Act 2009, the FSS Act 2006, Drugs & Cosmetics Act 1940 etc.
- • That the Indemnifier agrees that Shopclues shall in no manner be responsible for non-compliance of the applicable laws by the Indemnifier/Seller.
- • The products are legally allowed to be sold to the end customer and none of the products require a medical practitioner’s specific prescription for sale.
- • The products being sold by the Indemnifier are allowed to be sold legally in India and are not prohibited or restricted as per the applicable laws or as per the Shopclues Policies.
- • The Indemnifier will not ship anything to end consumers with less than 90 (Ninety) days of shelf life in non-food Products and 30 percent or 45 days of shelf life in Food Products at the time of delivery to the Buyer.
- • The Indemnifier assures that the product offered for sale/sold through Shopclues’s Online Platform corresponds with the description as stated by the Indemnifier under the product listed on Shopclues and that the said product(s)/good(s) are not counterfeit, spurious, fake, unauthentic, defective in nature, damaged, defective, of inferior quality, etc.
- • The Indemnifier shall only sell original Products of Manufacturer and not forge with the label or sell fake/counterfeit Products in the name of the manufacturer.
- • The Indemnifier will not list or sell any products (carrying whether description, images or any trademark) of the following brands through Shopclues.com and its Mobile Applications i.e. SkullCandy, Kent RO, Ralph Lauren, Superdry, Ray-Ban, Davidoff, Levi’s, Calvin Klein, Maybelline and Loreal.
- • The Indemnifier reiterates that by offering for sale/selling, the indemnifier will not infringe upon any third parties’ IPR, trade secret, trade name, copyright, or other proprietary rights, etc.
- • The Indemnifier shall, if and when brought to his notice, any such infringement or non-compliance of the applicable laws, caused by his listing, immediately take down the infringing/non-compliant listing upon notification and discontinue selling that product if the Intellectual property rights of a third party are infringed or the listing is in non-compliance with applicable laws.
- • The Indemnifier assures that there are no proceedings pending, which may have an adverse effect on the indemnifier’s ability to perform and meet its obligations under the agreement or the present indemnity bond executed by the indemnifier. (MOU/ Vendor Agreement)
- • In case of selling Refurbished Laptops & Other Electronics (all legally procured) with Accessories; the Indemnifier shall provide Seller Warranty for Main Unit and for the accessories both (in case of warranty being provided directly by the Indemnifier/Seller). These are not Imported Products.
- • In case selling Imported Laptops & Other Electronics (all legally procured) with Accessories; the Indemnifier shall provide Seller Warranty for Main Unit as well as the accessories, being branded or non-branded. These are not Refurbished Products.
- • The products sold by me/us shall be legally permitted to be sold by me and the Buyer shall obtain a title to the same, which is free of any defect whatsoever.
- • The Indemnifier affirm and state that nothing material has been concealed by the Indemnifier from Shopclues.
- • The Indemnifier shall comply with all Shopclues policies as mentioned on the Website and Mobile Applications and other directions, mailers communicated to it from time to time.
- • The Indemnifier shall provide all the requisite documents as requested by Shopclues from time to time.
Indemnifier hereby agrees to pay an amount of rupees Twenty Thousand (INR 20,000) or Ten times (10X) the product price whichever is higher, for every breach or wrong committed by him above and in respect of any and all direct and indirect claims, losses, damages, expenses, costs or other liabilities (including attorney’s fees) incurred or suffered by Shopcluse in any manner from or due to any breach by the Indemnifier of his/her declaration, confirmations, representations and/or warranties under this Declaration cum Indemnity stated above. The Indemnifier also agrees in the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party or non-compliance by the Indemnifier, Shopclues shall be entitled to provide all details of the products, Indemnifier, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi-judicial authorities and Indemnifier shall be under an obligation to ensure that Shopclues shall not made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve Shopclues from any liability of any nature whatsoever, either present or anticipated.This Declaration cum Indemnity Bond is being executed electronically and the Indemnifier accepts that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the parties and no Party including the Indemnifier shall claim the invalidity of this Declaration cum Indemnity Bond merely on the grounds that it is being executed electronically. For the abovementioned purpose, the Indemnifier agrees that this Declaration cum Indemnity Bond is being executed and concluded at Gurugram, Haryana.Accepted By (Name): Accepted (Time and Date):
- • Any claim arising from the breach /failure to comply with the above-mentioned undertaking and warranties by the Indemnifier
- • Taxes/charges/cess/levies (interest or penalties assessed thereon) that are obligations of Indemnifier;
- • Any fraud/coercion that may be committed by the Indemnifier, its employees, agents, representatives, individually or in connivance with each other or with any third party.
- • Any claim by a third party including the end-user, statutory/regulatory authority(s), for any and/or all damages, costs, expenses, penalties which may be claimed from Shopclues.
- • Non- compliance with all Shopclues policies as mentioned on the Website/Mobile Applications and directions, mailers, etc. communicated to Indemnifier from time to time.