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LoGfresh Agri Market Terms

The Provisions of the market terms are applicable to Buyer(s) and Seller

Definitions:

Buyer/ Purchaser: A buyer is someone who buys or has agreed to buy goods. Since a sale constitutes a contract between two parties, a buyer is one of the parties to the contract.

Seller: An individual, or legal entity, who exchanges any good or service in return for payment.

LoGfresh Agri Market: Enabler providing & processes to enable a product seller to engage in selling goods or services with Auctions.

Product/(“s”) Produce: Any Fresh Fruit & Vegetable produce out of cultivation of plants, Processed Foods including agriculture, dairy, animal husbandry, meat, poultry or fishing , processed in such a way that its original physical properties undergo a change and the transformed product has commercial value and is suitable for human consumption & has all legal compliance and certifications & approvals, Frozen Foods in raw or transformed product that has commercial value and is suitable for human consumption & has all legal compliance and certifications & approvals.

BUYER/ PURCHASER TERMS

The provisions of this shall be applicable only to Buyer(s). These Buyer Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Buyer Terms, the provisions of Buyer Terms shall supersede and prevail.

DEFINITIONS

For the purposes of this Section, the following capitalized terms shall have the following meaning:

BUYER’S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

You represent, warrant and agree that:

You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;

You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder;

You will use the Agri Markets and Services for business purposes only;

You will not use or access the Agri Markets for your personal purposes and any Products that you purchase shall be for commercial purposes and not for personal consumption;

The address you provide when registering your account on the Agri Markets is the Buyer place of business of your business entity;

Your business is validly existing and incorporated / established as per the provisions of applicable laws;

You shall comply with all applicable laws while using and accessing the Agri Markets;

You and Products or services provided by you on the Agri Markets (if any) comply with applicable laws;

You shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;

Any User Content that Buyer submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party.

Buyer will be required to provide information or material about Buyer’s entity, its business, services or products as part of the registration process on the Agri Markets or your use of any Service or the Buyer account and such information may be required to be furnished by Logfresh India Private Limited from time to time. Buyer represents warrants and agrees that:

such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Agri Markets or any Services is true, accurate, current and complete; and

Buyer will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Buyer may be required to promptly furnish additional documents or information as and when requested by Logfresh India Private Limited to continue using and accessing the Agri Markets and availing the Services. Buyer agrees to promptly provide such additional documents and information, failing Logfresh India Private Limited reserves its right to take appropriate measures as set out under GT:6 (Breaches and Suspension) of the General Terms.

Buyer consents to the inclusion of the contact information about Buyer in Logfresh India Private Limited’s database and usage of the same as per Logfresh India Private Limited’s privacy policy.

PAYMENTS BY BUYERS/ PURCHASER

Upon placing the Order on Agri Markets, Buyer can opt to make payment for the Products purchased by using any of the modes of payment made available by us on the Agri Markets from time to time. Please refer LoGFresh Agri  Market Process Flow & Terms of Trade: Point 10.

In case the seller is not able to fulfill or qualify Quality Check we will: refund the Token Amount to the Buyer

In case the Buyer does not fulfill timelines after placing the order with the seller we shall forfeit the Token Amount as cancellation fee & pay it to seller as compensation after deduction of our platform usage charges.

You agree and acknowledge that our decision in this regard shall be final and binding. If you do not agree to the above, you may choose not to transact on the Agri Markets. If you continue to transact on the Agri Markets, it shall be deemed that you have agreed and accepted the above terms.

Buyer acknowledges that it is solely responsible for the transactions / payments made to the Seller for the Products purchased by the Buyer. Buyer acknowledges and agrees that we are acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer. We do not have any obligation, responsibility or liability to verify any transactions authenticated and/or authorized by the Buyer or its payment instructions.

We will transmit the payments for the Orders received from the Buyer in the manner as set forth under the settlement process of Seller Terms. You hereby agree to be bound by the applicable provisions of the Seller Terms in this regard and agree not to raise any dispute with respect to the manner of settlement by Logfresh India Private Limited.

You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to making payments on the Agri Markets.

Buyer hereby acknowledges and agrees that we shall not be liable for failure of any transaction undertaken on Agri Markets for any reason whatsoever including but not limited to non-performance or omission or commission on the part of Seller, deficiency of service and/or Products delivered, technical errors on the Agri Markets. You further acknowledge that we shall not be responsible, in any manner whatsoever, for any loss incurred by you for a failed / incomplete transaction undertaken by you on the Agri Markets.

In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.

Buyer shall comply with all the applicable regulations/ laws in relation to any transaction as stipulated under the applicable tax laws.

If you avail service from any third party service provider ( Transporter/Warehousing/Pledge funding) using the Agri Markets, upon receipt of instruction from such third party service provider, you agree and authorize us to remit and settle such collected payments (after deduction of our fees (if any) and any other charges or taxes applicable under tax laws) to the designated bank account of the third party service provider within such timelines as mentioned in the settlement process of Seller Terms. You agree and acknowledge that no separate authorization will be required by us to collect and transfer payment to such third-party service provider.

LOGISTICS SERVICES IF Opted for or Requested/Asked for:

Upon receipt of order for Logistics Services from you, we shall place your requirements on LoGfret Spot Markets or to our III party Logistics vertical on your behalf as communicated to us by the Seller on Agri  Market and after your confirmation on freight rates and terms , shall intimate the respective third party to organize the pickup and deliver the same to the location as designated by you. You agree that the title and risk in the Shipment shall pass onto you at the time the Shipment is picked up by the service provider.

The service provider to his best endeavor and abilities shall ensure service completion under the Terms & conditions as defined under Carriage of Goods Act, India.

Produces, Products which are prohibited by the governing laws and government authority or any other law or regulation that may be applicable or which require special license for carriage, shall not be accepted by us.

Should the buyer wants we will get the consignment weight at a authorized weighting Centre                     ( Dharam Kanta). Any decision by us with respect to any inaccuracy in the information or discrepancy in weight shall be final and you hereby authorize us to determine the accurate weight on your behalf.

We shall not be liable for any loss arising due to confiscation of Shipments by any government agencies due to lack of proper documents or inaccurate information provided to us.

If you avail shipping and delivery services directly from the Seller, you agree that such provision of service shall be governed by way of a separate arrangement between you and the Seller. You agree not to hold us liable in any manner whatsoever for any deficiency in provision of such shipping and delivery services by the Seller and we disclaim all liabilities in this regard.

FEES AND CHARGES

We will charge the Buyer 2% as Service Charge towards usage of LogFresh Agri Market on Purchase value of Product (“S”) all such charges shall be exclusive of Goods and Service Tax or any gateway charges as charged by Payment Gateway. In case of Bank Transfers no Gateway charges shall be imposed. The charges payable for availing the Logistics Services will be displayed in the Rate Card section of the Agri Markets and the same may be modified or amended, from time to time, solely in our discretion without any notice thereof. Also the buyer have a choice to post his requirements in Logfret Freight Market through us or directly.

Any taxes, duties, or levies applicable on entry or any other charges levied by any central/state/local authorities wherever applicable shall be extra and Buyer will be liable to pay the same.

For any additional services availed by the Buyer from Logfresh India Private Limited, E.g Warehousing, Logistic services, 4 PL services, any other value added service Logfresh India Private Limited may enter into a separate bi-partite contractual arrangement with the Buyer for provisioning of such additional services to the Buyer under SCM vertical. Logfresh India Private Limited reserves its right to levy penalty or late payment charges in case of delay by the Buyer in clearing any dues payable to Logfresh India Private Limited

LIMITATION OF LIABILITY AND INDEMNITY

We shall not have any liability whatsoever for any claims arising from: (a) any of your acts or omissions; (b) compliance with the instructions given by you or any person acting on your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labeling of Shipment; (e) the nature, description, or contents of the Shipment; (f) any force majeure event; (g) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; and/or (h) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or Products hereunder.

SELLER TERMS

These Seller Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Seller Terms, the terms of Seller Terms shall supersede and prevail.

DEFINITIONS

For the purposes of this Section, the following capitalized terms shall have the following meaning:

Temperature Controlled Products” includes Processed products, certain Fruits and vegetables that are or may become of a dangerous, hazardous, unusable, or damaging nature, products liable to taint or affect other products and products likely to harbor or encourage health risks. ( A +/- 2 Degree C) is tolerance )

 Order(s)” shall mean order placed by Buyer for purchasing Products from the Seller on the Agri Markets.

“Payment and Settlement Services” shall mean remittance and settlement of any and all payments collected by Logfresh India Private Limited from the Buyer or third party paying on behalf of the Buyer, pursuant to an order placed by a Buyer on the Agri Markets, to the designated bank accounts of the Seller or any third party upon receipt of instructions from the Seller.

“Product(s)” shall mean goods of any categories .

“Value added Services” or “VAS” Services” shall mean to include the Standard Agri Markets Services, Payment and Settlement Services, Standard Warehousing Services, goods handling services and other allied services that may be provided by Logfresh India Private Limited through its verticals  to support supply chain subject to chosen for.

“Seller” shall have the meaning ascribed to it under the General Terms. For the ease of reference, the terms ‘you’, ‘your’ under this section have also been used to refer to the Seller.

“Shipment(s) / Consignment(s)” means all products (excluding documents) that travel under one AWB/ LR/ Waybill/ GCN and which may be carried by any means, including air, road or any other carrier.

“Standard Agri Markets Services” shall mean the use and access of the Agri Markets by the Seller, which includes but not limited to creation, display and updating of product listings and subsequent sale transaction by the Seller to the Buyer, in accordance with these Seller Terms and General Terms.

“Warehousing Services” shall include but not be limited to: (a) arranging for the storage of Products of the Seller; (b) handling Products of the Seller at warehouse(s); (c) tertiary packaging of the Products for ease of handling, transportation, and temporary storage of the Products to be shipped to Buyer; (d) other ancillary services as may be mutually agreed between Logfresh India Private Limited through its vertical (“s”) and the Seller; and/or (e) special access to fulfill Orders from own source.

SELLER’S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

You represent, warrant and agree that:

You are a lawfully incorporated business entity and are fully able and competent to understand and agree to the Terms;

You have full power and authority to accept the Terms, to grant the license and authorization (if applicable) and to perform the obligations hereunder by a resolution of your board/ FPO ;

You shall use the Agri Markets and Services for business purposes only;

You will not use or access the Agri Markets for your personal purposes and any Products that you may sell are for commercial purposes and not for personal consumption;

The address you provide when registering your account on the Agri Markets is the Seller place of business of your business entity;

Your business is validly existing and incorporated / established as per the provisions of applicable laws;

You shall comply with all applicable laws while using and accessing the Agri Markets;

You and Products or services provided by you on the Agri Markets (if any) comply with applicable laws;

You shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display;

Any User Content that Seller submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”);

You have the right and authority (if required under applicable laws) to sell, trade, distribute or export or offer to sell, trade, distribute or export the Products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights;

The description and particulars of the Consignment (including but not limited to the weight, content, measure, quality, condition, marks, numbers, and value) are complete and accurate with all laws, regulations, and requirements that may be applicable;

All information provided by you or person acting on your behalf relating to the Shipment(s) are complete and accurate;

The Shipment(s) are properly and sufficiently prepared, packed, stowed, labeled, and/or marked;

The Shipment(s) are packed in a manner adequate to withstand normal handling or storing while transporting;

The Shipment(s) are in compliance with all laws, regulations, and requirements as may be applicable.

Seller will be required to provide information or material about Seller’s entity, its business or Products/services as part of the registration process on the Agri Markets or your use of any Service or the Seller account. Seller represents warrants and agrees that:

such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Agri Markets or Service is true, accurate, current and complete; and

Seller will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Seller may be required to furnish additional documents or information about products/ services that the Seller may offer for sale on the Agri Markets in order to authenticate that the Products offered for sale are genuine and authentic and do not infringe intellectual property rights or proprietary rights of any third party. Seller agrees to promptly provide such additional documents and information, failing Logfresh India Private Limited reserves its right to take appropriate measures as set out under GT:6 of the General Terms.

Seller consents to the inclusion of the contact information about Seller in Logfresh India Private Limited’s database and usage of the same as per Privacy Policy.

Seller shall comply with the packaging guidelines as listed seller while listing and as  agreed upon by buyer time to time. For delivery of Shipments,

Seller shall be solely responsible to declare the accurate value of the Consignment.

Seller shall ensure that all the Shipments are provided to buyer designated transporter before the specified cut-off-time specified for on time delivery with all the proper documents (in accordance with applicable laws including but not limited to applicable central, state, integrated, or Union Territory goods & services tax laws (GST)) required to ship the Shipments. GST on the Products contained in Shipments and all applicable statutory tax compliances shall be your sole responsibility and we shall not be responsible for any losses, damages resulting from any such non-compliance.

Seller shall be solely responsible to ensure that the Shipment/Consignment is handed over to transporter within the time slots agreed by Seller. If Seller does not handover the Shipment within the time slot agreed, then Seller shall be charged extra detention charges.

Seller shall cooperate and ensure that they let the third party Quality check party is allowed to inspect the product.

Seller shall be solely responsible to raise invoices directly on the Buyer for Products sold by the Seller to the Buyer. In the event any penalty is levied by any governmental or regulatory authority due to Seller’s non-compliance of applicable laws, including without limitation, non-availability of invoices with the Consignments etc., Seller agrees to indemnify us, the transporter in this regard for all costs, losses, liabilities, penalties or expenses that may have to incur. We shall not assume any liability for Seller’s failure to comply with this clause.

In addition to these Terms, the Seller agrees to be bound by the terms of the Undelivered Shipment Policy and Return Shipments Policy, as may be amended from time to time, in case of any undelivered Shipment and return of Shipment respectively.

AUDITS

Buyer if demands a Quality audit of the Shipments for onward delivery to the Consignee or Products that are stored in the warehouse by the Seller to ensure Seller’s adherence to these Terms. Without prejudice to other rights available to under these Terms or under applicable laws, if it is found or if we believe in Quality Audit reports a reasonable opinion that the Shipment or Products do not comply with quality  listed on Agri  market or do not comply with the packaging guidelines as agreed We may in our sole discretion be entitled to deactivate or suspend a Seller’s account on the Agri Markets, with or without giving any notice to the Seller.

Payment and Settlement Services

We will provide the Payment and Settlement Services to the Sellers in relation to each transaction on the Agri Markets. Logfresh India Private Limited may, at its discretion, sub-contract all or part of the Payment and Settlement Services, and/ or shall have the right to use or engage the services of any third party services provider(s), sub-contractor(s) or agent(s) on such terms as Logfresh India Private Limited may deem appropriate, however, Logfresh India Private Limited shall remain liable to the Seller for the performance of its obligations to provide Payment and Settlement Services under these Terms.

Seller acknowledges and agrees that in performing the payment collection services, we are acting merely as a payment collector and shall take no responsibility as to the legality of any payment transaction between the Seller and the Buyer.

We shall have the right to withhold settlement of payments to you or any third -party, if we, in our sole discretion, determine that the transaction being undertaken by you is not genuine or suspicious or fraudulent.

You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third party banks or financial institutions, as the case may be or a payment system provider from time to time, in relation to these Payment and Settlement Services.

Refunds (if any) shall be processed in the same manner as they are received. Refund amount will reflect in the Seller’s bank account based on respective banks policies. We reserve a right to charge Claims Processing Fee

We will settle the payments received from the Buyer at the time of actual delivery of the order(s) to the designated bank account of Seller (or third party based on the instructions given by the Seller (if applicable)) within the following timelines:

Provided that, in case of any returns request raised by Buyer or any claims or disputes raised by Buyer, we reserve our right to withhold the settlement of payments to Seller until the resolution of such return requests, claims or disputes, as the case may be.( Refer LOGFRESH AGRI Market Process Flow)

Chargeback of transactions

Any penalty or charge which may be levied on us by any payment instrument or the clearing house i.e. Reserve Bank of India or its local clearing agent (as the case may be) arising, inter alia, for excessive chargeback of transactions or excessive failure of transactions or excessive Buyer disputes and/or any other reason;

any amount due to us from the Seller.

If there are reasonable grounds to suspect that a transaction has been conducted in breach of any applicable laws or is a fraudulent transaction, we shall be entitled to suspend or withhold the payments of the Seller that are due to the Seller.

In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Seller, pending enquiries by the banks or any regulatory body till the resolution of such issues.

Advertisement/Promotional Services

Seller may subscribe to the ad program (“Program”) offered by Logfresh India Private Limited to promote its Produce/Brand that it lists and offers for sale on the Agri Markets. Logfresh India Private Limited will facilitate in the display of such advertisement (“Ad”) of the Seller on the Agri Markets upon receipt of a written request from the Seller & after entering in a separate Contract for the same.

The intellectual property rights in the Advertisement ( “Ad”) provided by the Seller on the Agri Markets hereunder shall vest solely with the Seller. Seller shall ensure that it has all requisite rights, permits, authorizations, title, and/ or interest over the Ad and is compliant with the branding guidelines and laws that may be applicable to use and display the Ad on the Agri Markets. The Seller hereby grants to Logfresh India Private Limited an unrestricted, non-exclusive, royalty-free license to use the Ad and all other information provided by the Seller on the Agri Markets. Logfresh India Private Limited will display the Ad provided by the Seller on the Agri Markets or otherwise made available by Seller to Logfresh India Private Limited for the purposes set out herein on an ‘as is’ basis (except for formatting changes limited to re-sizing the Ad). Seller shall at all times remain fully liable and responsible for the Ad and further agrees to indemnify, defend, and hold harmless Logfresh India Private Limited from and against any claims that may arise from or in connection to such Ad with regard to the content of the Ad, any intellectual property claim or third party.

Logfresh India Private Limited further disclaims all liability for any Ad, content of the Ad, availability of the product or any related information that may be displayed or made available by the Seller, quality, delivery, or usefulness of the Products that are offered for sale by the Seller on the Agri Markets. The Seller agrees that Logfresh India Private Limited disclaims all liabilities and shall not be party to any dispute in this regard.

Seller hereby represents and warrants that:

Seller has the power and authority to enter into and perform its obligations according to these terms;

Seller has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by these terms;

Seller has not and will not enter into any agreement that is inconsistent with its obligations hereunder;

none of the Ad provided or approved by the Seller shall violate any rights of any third party, including but not limited to intellectual property rights;

none of the Ad provided or approved by the Seller will violate any applicable law, regulation and/or code of conduct;

none of the Ad provided or approved by the Seller shall, when viewed or clicked on by a Seller, cause such customer’s computer to download any software application;

Ad provided by the Seller shall not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal;

None of the Ad will contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Agri Markets and Logfresh India Private Limited; and

Seller shall be in compliance with applicable laws while using the Agri Markets and the Program.

Seller shall be required to pay charges to Logfresh India Private Limited for the use of Ad program. Such charges shall be communicated to the Seller, from time to time.

The charges payable by the Seller shall be exclusive of all applicable taxes. Logfresh India Private Limited shall issue tax invoices in accordance with applicable laws at such intervals as set out herein above.

Logfresh India Private Limited gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non- infringement or the quality or fitness for any particular purpose of the Program provided herein.

LIMITATION OF LIABILITY AND INDEMNITY

We shall not have any liability whatsoever for any claims arising from: (a) any of your acts or omissions; (b) compliance with the instructions given by you or any person acting on your behalf; (c) an act or order of any government authority; (d) the insufficiency of the packing or labeling of Shipment; (e) the nature or description of the Shipment; (f) riots, civil commotions, strikes, lockouts, stoppage or restraint of labour; (g) explosion, fire, flood or storm; (h) any cause which we could not avoid and the consequences whereof we could not prevent by the exercise of reasonable diligence; (i) any loss, miss-delivery, delay or damage to any Shipment; and/or (j) any dispute or claims between the Seller and the Buyer including without limitation relating to the Shipment or Products hereunder.

Each Seller agrees to indemnify Logfresh India Private Limited, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with: (i) your submission, posting or display of any User Content; (ii) from your use of the Agri Markets or any of the Services;(iii) from your breach of the Terms or breach of any applicable laws, including tax laws; (iv) any of the service availed by you from a third party service provider using the Agri Markets; (v) any liability or defect in the Products offered/ listed for sale on the Agri Markets; (vi) your negligence or willful misconduct; (vii) any sale or offer of sale of counterfeit or fake Products on the Agri Markets or any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, publishing, promotion, manufacture, sale, distribution or use of any of the Products; (viii) any alleged or actual personal injury, death or property damage suffered by Logfresh India Private Limited arising from the supply or sale of Products by Seller; and/or (ix) any claim by a third Party or Buyer made pursuant to, or liability arising under any consumer protection laws, including any non-conformity or defect in, or any recall of, any of Products.