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Online Market Sales Agreement
Please read this online market sales agreement carefully. You (The Seller) must agree to these terms in order to access and use the website. If you do not agree to these terms, do not use the website.
This Online Market Sales Agreement is made effective upon,
1) The SELLER/S who agree to sell the product/s enlisted in the TAFE website www.tafegenuine.com.
The terms of this Online Market Sales Agreement are in addition to and supplement www.tafegenuine.com.'s Terms and Conditions and Privacy Policy posted on the www.tafegenuine.com website. By entering this Online Market Sales Agreement, you also affirm your agreement to abide by www.tafegenuine.com's Terms and Conditions and Privacy Policy. www.tafegenuine.com reserves the right to change any of the terms and conditions contained in this Agreement or any policies or rules governing the site at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Agreement or such policies and rules on the www.tafegenuine.com site. Material changes to the Agreement shall be accompanied with a 30 day notice on the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Any sale completed before the modification shall be subject to the conditions of the former agreement, including the price and/or particular promotions.
The purpose of this Agreement is to establish the rights and obligations of the party in relation to the sale of the product by the SELLER to the Purchaser and are applicable without any exception to all sales completed on the internet website. This “Online Sales Service”, governed by this Agreement, is exclusively available to the sale delivered within Indian Territory.
By agreeing to the terms and conditions hereunder, the Seller/s agrees to his/ its contact details being uploaded onto the TAFE website.
Whereas the Seller/s is in the business of selling Tractor Components, WHEREAS, www.tafegenuine.com provides a platform for the Sellers/s, to sell their products on the www.tafegenuine.com website ("the Site") pursuant to this Agreement.
WHEREAS, the Sellers/s desires to offer certain products for sale through the www.tafegenuine.com website;
WHEREAS, www.tafegenuine.com and the Sellers/s desire to set forth in this Agreement the terms and conditions that will govern the Sellers/s offer and sale of Products on the Site.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Definitions:
For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:
"Affiliate" will mean any business that directly or indirectly is controlled by or is under common control with www.tafegenuine.com.
"Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.
"Intellectual Property" means any trademark, trade name, service mark, copyright, patent, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for misappropriation, infringement or violation of any of the foregoing.
"Law" shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.
"Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.
"Seller/s Content" shall mean all images, product information and content including without limitation, the product data, (i) provided by the Seller/s to www.tafegenuine.com or its Affiliates for use in connection with the Online Sale and (ii) otherwise made available by the Seller/s to the Purchaser/Customer on the www.tafegenuine.com Site (e.g. through the Seller/s distribution or hosting of such images, content or information).
2. Seller/s Content License Grant:
License for Content
By entering into this Agreement and listing an item, the Seller/s grants, as well as represents and warrants that it has the right to grant to www.tafegenuine.com and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, display, modify, in any manner, and distribute the Seller/s content throughout the www.tafegenuine.com Site.
License for Marks
The Seller/s hereby grants www.tafegenuine.com and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display the Seller/s name, trademarks, service marks and logos ("the Seller/s Marks") during the Term of this agreement.
3. Product Information and Other Content:
The Seller/s agrees and warrants that any and all Seller/s content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create any liability for www.tafegenuine.com. The Seller/s agrees that any and all Seller/s content relevant to the trade may be publically displayed by www.tafegenuine.com as www.tafegenuine.com sees fit and at no charge to www.tafegenuine.com. The Seller/s will only provide content for Products that fit into the categories or parameters approved in writing by www.tafegenuine.com. The Seller/s may provide www.tafegenuine.com with content for Products in additional categories or parameters only upon the prior written consent of www.tafegenuine.com (which, in this case, may be given by email). At its request, www.tafegenuine.com will have the option to review the Seller/s complete product catalog on a regular basis and in a mutually agreed upon format in order to review assortment decisions. If the Seller/s receives customer ratings or reviews for its Products directly or through third parties, then www.tafegenuine.com and the Seller/s may mutually agree to have the Seller/s provide such ratings and reviews to www.tafegenuine.com as part of the Content. www.tafegenuine.com will not have any responsibility for or liability with respect to The Seller/s content.
Excluded Products:
The Seller/s hereby represents and warrants that it will list only TAFE products on this website. The Seller/s also represents and warrants that the Seller/s will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) which the Seller/s does not have full right and authority to sell; (d) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (e) create liability for www.tafegenuine.com; (f) are the products of the competitor of TAFE; (g) are known to the Seller/ s to be spurious products (The Seller will only deal with the original and genuine Products of TAFE).
If the Seller/s is restricted from selling certain Products on the www.tafegenuine.com Site due to supplier brand restrictions or if the Seller/s is not an authorized re-Seller for any Product, the Seller/s will withhold such Products from the assortment it provides www.tafegenuine.com provided that it will promptly notify www.tafegenuine.com in writing of such removal. The Seller/s will provide www.tafegenuine.com with a list of all Products that will be excluded from the Item File and specify why each Product is being excluded. The Seller/s will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. The Seller/s will promptly notify www.tafegenuine.com in writing of all warnings, disclaimers or any other similar notices required by applicable Laws to be posted with respect to Products.
It shall also ensure that the packaging of the Products are in full conformity with the Legal Metrology Act. It shall also ensure that all Products comply with product safety, testing and certification requirements under all applicable Laws.
4. Mode of Sale:
The Purchaser /s will purchase the product selected and ordered by the Purchaser/s from the list of products found on the TAFE website and available at that time of sale, by means of this Online Market Sales Agreement.
Since TAFE is only facilitating the sale for the SELLERS by supporting it through its website and enabling a safe payment gateway, TAFE shall not be liable for any transaction between the SELLER/S and PURCHASER/S. Both the SELLER/s and PURCHASER/s indemnifies the TAFE from all sale / purchase related issues vide this on-line portal.
All orders which at the discretion of the TAFE considered fraudulent shall be considered null and void.
TAFE shall under no circumstances be responsible for verifying the capacity of the Purchaser.
In any event, if any purchase is attempted or concluded by a minor without the permission of the parent or guardian it shall be considered as null and void and TAFE may be well within its right to refuse to accept the order.
5. Stipulation of the Agreement:
Any transaction through this Agreement can only be conducted through the TAFE’s Internet Website to the SELLERS, by access of the Purchaser to the particulars where, following the indicated procedure, the Purchaser shall be guided to submit the purchase requisite for the products as indicated in the product list.
6. Purchase/Order Processing, Fulfillment and Shipping:
Orders.
The Seller/s will be the Seller/s on record. Customers purchasing Products through the www.tafegenuine.com Site (each a "Customer" and together "Customers") will place orders using the www.tafegenuine.com checkout system and www.tafegenuine.com will collect all proceeds from such transactions, including shipping/ transport costs and applicable taxes based on shipment/ transport options provided by the Seller/s to www.tafegenuine.com. The Customer is the Buyer or Purchaser on Record. www.tafegenuine.com will electronically transmit to the Seller/s the order information (e.g. Customer name, shipping address, and anonymized email) ("Transaction Information") that www.tafegenuine.com determines the Seller/s needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. www.tafegenuine.com will send an automated email message to each Customer confirming receipt of an Order. The Seller/s will provide www.tafegenuine.com with the Seller/s Customer service contact information which www.tafegenuine.com may include in such confirmation email and/or on the www.tafegenuine.com website.
Risk of Fraud and Loss:
Bill Desk Payment Gateway (IndiaIdeas.com Limited) will bear the risk of credit card fraud chargebacks occurring in connection with any order and the Seller/s will bear all other risk of fraud or loss and all costs related thereto. Notwithstanding the foregoing, www.tafegenuine.com will not bear the risk of credit card fraud in connection with any credit card payment or Product that is not shipped by the Seller/s to the shipping address specified in the Transaction Information provided by the Seller/s.com, and the Parties agree the Seller/s will be responsible for all costs related to such credit card fraud under such circumstances, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which the Seller/s bears the risk, www.tafegenuine.com will offset such chargeback amounts against amounts otherwise owed to the Seller/s, or send the Seller/s an invoice and the Seller/s will pay such invoice within thirty (30) days of receipt. The Company shall be fully indemnified in this regard since they are only facilitating genuine part sales.
Fulfillment of Orders.
(a) Once www.tafegenuine.com has transmitted an order to The Seller, The Seller will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping/ transportation of Products, securing the services of and payment of any freight or broker service charges (as may be required for any particular shipment / transport), and Customer service. The Seller agrees that legal ownership and all risk of loss of the Products remains with the Seller until the Customer physically receives the Product from the Seller. If the Seller cannot fulfill the entire quantity of a purchase order (PO) line in an Order, the Seller will notify www.tafegenuine.com’s Customer care by phone and the entire order will be cancelled by the call center. The Seller does not have the provision to cancel the order. If the Order consists of purchase of various products from more than one Seller, then partial Seller cancellation is possible. The Seller shall notify the same to the customer care by phone and inform about the non-availability of the product, and partial refund will be processed.
(b) The Seller will ship only the product purchased by the Customer and will not include any additional products, materials or information not purchased by the Customer.
(c) The Seller needs to acknowledge the order within 3 hours from the time of receiving the order. The Customer care will remind the Seller, and if the Seller does not acknowledge the order, then the order can be processed only on the next working day. This also applies when the Purchaser makes an order after the Seller’s working hours. If the order is received on a Sunday, it will be processed by the Seller on Monday.
(d) In case of online payment, the Purchaser is required to use the Bill desk Payment Gateway (IndiaIdeas.com Limited) for processing the payment. The transactional fees, depending on the type of transaction, will be deducted from the total amount paid by the Purchaser and transferred to the Seller account at the time of delivery confirmation.
Sr. No.
Type Of Transaction
Fees
1
Credit Cards Transaction processing Fee – (Visa/Master)
2.25% of the Customer Payment Amount
2
Debit Cards Transaction processing Fee – (Visa/Master/Rupay)
.75% of the value upto Rs.2000/- of the Customer Payment Amount
1.00% of the value above Rs.2000/- of the Customer Payment Amount
3
Net Banking Facility Fee
CAT A Banks ( HDFC/AXIS/SBI/CITI)
1.75% of the Customer Payment Amount
4
Net Banking Facility Fee CAT B Banks
( all other banks except CAT A Banks )
1.50% of the Customer Payment Amount
5
Credit Cards Transaction processing Fee – (Amex/Diners)
2.50% of the Customer Payment Amount
6
Wallets
Shipping/ Transport.
(a) The Seller is responsible for properly transporting the product to the Purchaser. The transportation cost is extra for all the products. The final price on the website does not include shipping/transportation cost.
(b) The Seller will ship / deliver items ordered by Customers (i) by placing the ordered items into the custody of the appropriate shipping/ transportation agency or freight forwarder within two days (2) business days following notification of the order. If www.tafegenuine.com does not receive a shipment / transportation notification notice from the Seller within two (2) days of placement of Order, the Order may be cancelled by www.tafegenuine.com and the Seller will be responsible for all Product costs and shipping costs associated with such cancelled order.
7. Cancellations, Returns and Refunds:
Cancellations:
a) Cancellation by Purchaser
In case the Purchaser wants to cancel the orders placed, it can be done only till the time the invoice is generated by the Seller. Thereafter cancellation will not be permitted. The Purchaser shall then contact the customer care for further information.
Seller does not accept partial orders cancellation requests, Cancellations of only one/few products out of many in a single order with a single Seller is not possible. Cancellation is applicable to the whole order (All Products in the Order). If one single order has products from multiple Sellers, then the Purchaser is permitted to do a partial cancellation of all products pertaining to one Seller.
In case the Purchaser’s cancellation request is accepted by the Seller, then the respective Seller will credit the refund amount either through Online transfer to the Purchasers account or by providing the Purchaser a cheque/cash in this regard. In case of refund by online account transfers, the Purchaser will receive the refund amount within 7 Business days.
b) Cancellation by Tafegenuine.com
There may be certain orders that Tafegenuine.com may not be able accept, and therefore, Tafegenuine.com reserve the right, at the Company’s sole discretion, to refuse or cancel any order. Some reasons may include limitation on quantity available for purchase; errors in pricing or product information or certain issues identified by the Company’s fraud avoidance cell or any other issue which Tafegenuine.com genuinely identifies for not accepting the order.
Tafegenuine.com also reserve the right to ask for additional information for accepting orders in certain cases. Tafegenuine.com will notify the Purchaser in case the order has been cancelled or if any additional information is required to accept the order.
Returns & Refunds:
In the event Purchaser receives a defective product or a product that does not comply with the specifications as per the original order, the Purchaser is required to visit the My Orders in My Account section in the Progressive Web App or the Website, open the specific order and raise a return request.
Upon receiving the complaint, the respective Seller will contact the Purchaser and confirm the authenticity and the nature of the complaint after which the Purchaser will be requested to bring back the product to the related Seller within 2 days from receipt of such notice.
Once the Products are received they will be subjected to verification and checks by the respective Seller in order to determine the legitimacy of the Complaint/Return. After the genuineness of the return is confirmed by the Seller, the Purchaser is required to either Request for a Replacement or Request for a Refund.
In case of Request for a Replacement the Seller will communicate to the Purchaser the Estimated Time of Delivery and mode of Delivery of the replacement product.
In case of Request for Refund, the respective Seller will credit the refund full amount either through Online transfer to Purchaser account or by providing a cheque/cash in this regard. In case of refund by online account transfers, Purchaser will receive the refund amount within 7 Business days.
In order to return any products sold through the Company’s Website, the Purchaser is required to comply with the below mentioned conditions, viz:
8. Ownership and Use of Transaction Information:
Bill Desk Payment Gateway (IndiaIdeas.com Limited) shall own all Transaction Information.
The Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, www.tafegenuine.com's Privacy Policy and all applicable Law. The Seller will not (i) disclose or convey any Transaction Information to any third party (except as necessary for The Seller to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a www.tafegenuine.com user.
9. Taxes:
Taxpayer and the Seller of Record.
The Seller is the taxpayer and must comply with all applicable tax Law. The Seller shall be solely liable for any tax liabilities, including without limitation, any penalties or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, and all related ancillary taxes and fees.
The Seller is solely responsible for determining the amount of sales, use or other taxes owed as a result of the sale of Products, and is solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. Upon the request of www.tafegenuine.com, the Seller will immediately provide verifiable proof acceptable to www.tafegenuine.com of the Seller's remittance of all sales/use tax collected through the portal. This may be required for Audit and compliance purposes. If the Seller is unable to provide such proof to the satisfaction of www.tafegenuine.com can terminate the Seller's online account. The Seller acknowledges and agrees that www.tafegenuine.com has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with the sale. The Seller (i) agrees that the Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that www.tafegenuine.com shall have no liability to the Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from www.tafegenuine.com for such taxes and related penalties.
10. Information Security:
The Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to www.tafegenuine.com or compromise the security of www.tafegenuine.com Confidential Information, including without limitation, the Transaction Information. The Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.
11. Confidential Information:
Obligations. Both Parties acknowledge that both parties may receive ("Receiving Party") Confidential Information from the other Party ("Disclosing Party") during the Term, and such confidential information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. The Receiving Party shall use the Disclosing Party's Confidential Information only to perform its obligations under this Agreement and disclose the Disclosing Party's Confidential Information only to the Receiving Party's personnel, contractors and affiliates having a need to know the information for the purpose of this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any personally identifiable information ("PII" as required by this Agreement and any applicable Law, (ii) any trade secrets of the Disclosing Party as long as such information is deemed a trade secret and (iii) the terms of this Agreement. The Seller agrees that www.tafegenuine.com may share the Seller's Confidential Information with its Affiliates for internal use only.
Definition. The term "Confidential Information" means all information communicated by the disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) all trade secrets, (c) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, (d) information relating to business plans, sales or marketing methods and customer or supplier lists or requirements, and (e) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date. The Seller shall also treat all Transaction Information, payment card data, tax codes, and PII as Confidential Information.
Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to confidentiality; (b) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorized disclosure; (c) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
Disclosure by Law.
In the event the Receiving Party is required by Law, or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.
12. Representations and Warranties
The Seller hereby represents and warrants to www.tafegenuine.com the following:
Authority The Seller is duly organized person / entity, validly existing and in good standing under the laws of the state where the Seller was incorporated and the Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid, and binding obligations of the Seller. The Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.
No Conflicts.
Neither the execution nor delivery of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.
Taxes The Seller shall accurately and completely enter Tax Information. All Tax Information shall be accurate and complete. The Seller shall promptly update any Tax Information in the portal as necessary to collect the correct amount of tax from customers.
The Seller agrees that it's use of the www.tafegenuine.com portal is entirely at the Seller's own risk.
13. Term, Termination and Suspension:
Term:
This agreement may be terminated by the Seller if it wishes to withdraw offering its services through the portal.
Termination for Breach.
This Agreement may be terminated at any time by www.tafegenuine.com within thirty (30) days of the receipt of written notice or if the Seller breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of the receipt of written notice of breach from www.tafegenuine.com, stating the nature and character of the breach. www.tafegenuine.com may immediately terminate this Agreement if the Seller fails to meet any of its tax obligations, including without limitation the requirement of the Seller to provide documentation proving that the Seller has remitted collected taxes or fees to the appropriate authority (ies); provided that the Seller has been given written notice of such failure and has not cured such failure within five (5) days of receipt of such notice. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.
Termination in the Event of Insolvency or Bankruptcy.
Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.
Suspension www.tafegenuine.com may immediately suspend the Seller's listing of Products on the www.tafegenuine.com Site for (i) The Seller's failure to comply with any service level agreement set forth in this Agreement, (ii) The Seller's failure to meet any tax obligations set forth in this Agreement, or (iii) any breach of the Seller's information security obligations, until the Seller has resolved such failure to www.tafegenuine.com's reasonable satisfaction. The Seller will work diligently and cooperate with www.tafegenuine.com to promptly remedy any service level, tax or information security failures within a reasonable period of time.
Post-Termination Obligations.
The Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the www.tafegenuine.com Site, (ii) pay any invoices delivered by www.tafegenuine.com in connection with the Agreement, (iii) notify www.tafegenuine.com and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s) and (v) immediately notify www.tafegenuine.com of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
Survival The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, www.tafegenuine.com's rights to use The Seller's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.
14. Indemnification:
Indemnification Obligations.
The Seller will defend, indemnify and hold harmless www.tafegenuine.com and Affiliates and their respective employees, directors, agents and representatives (each an "Indemnitee") from and against any and all Losses arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of the Seller's representations, warranties, or obligations set forth in this Agreement or any Seller breach of www.tafegenuine.com's Terms and Conditions; (b) violation of any law, regulation or third-party right; (c) the Seller's Content, any actual or alleged infringement of any intellectual property or proprietary rights by the Seller's Products or Content; (d) personal injury, death or property damage arising from selling any counterfeit or spurious Products; and (e) any and all Taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any Central, state, or foreign government in any way related to the sale of the Products on the www.tafegenuine.com Site, specifically excluding however, any taxes related to www.tafegenuine.com's net income. The term "taxes" is further defined to include and refer to any legal claims grounded in an allegation or allegations that www.tafegenuine.com bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by the Seller.
Settlement The Seller, in the defense of any Claim, shall not, except with the prior written consent of www.tafegenuine.com, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to www.tafegenuine.com or a release from all liability and blame with respect to the Claim. www.tafegenuine.com shall have the right at all times to accept or reject any offer to settle any Claim against it.
15. Limitation of Liability:
THE ENTIRE RISK ARISING OUT OF THE SELLER'S USE OF THE www.tafegenuine.com PORTAL, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE PORTAL, AND/OR THE USE OF ANY CONTENT REMAINS WITH THE SELLER. IN NO EVENT SHALL www.tafegenuine.com OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS PORTAL THE SELLER AGREEMENT, THE SELLER'S USE OF THE www.tafegenuine.com PORTAL OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE PORTAL, ANY DELAY OR INABILITY TO USE THE www.tafegenuine.com PORTAL OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO THE SELLER IN CONNECTION WITH THE PORTAL, OR OTHERWISE ARISING OUT OF THE USE OF THE www.tafegenuine.com PORTAL OR THE www.tafegenuine.com SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF www.tafegenuine.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS PORTAL THE SELLER AGREEMENT, THE MAXIMUM LIABILITY THAT www.tafegenuine.com SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALLY RECEIVED BY www.tafegenuine.com IN CONNECTION WITH ANY SALES MADE BY THE SELLER THROUGH THE PORTAL. THE SELLER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS PORTAL THE SELLER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
16. Notices:
Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by courier service with acknowledgement due at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.
17. Controlling Law and Jurisdiction
The Parties mutually acknowledge and agree that Agreement shall be governed, controlled, interpreted and defined by and under the laws of the India, without regard to the conflicts of laws provisions thereof. Unless waived by www.tafegenuine.com (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the Courts at Chennai. Service of process in any such action may be effected in the manner provided in Section 18 for delivery of notices.
18. Waivers and Amendments:
Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties.
19. Severability:
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.
20. Relationship of the Parties:
The parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents. This Agreement does not make either party the employee, agent or legal representative of the other.
21. Complete Agreement:
This Agreement constitutes the entire understanding and agreement with respect to the subject matter hereof.
22. Headings:
Section headings are for reference only and shall not affect the interpretation of this Agreement.
The Seller declares that he/she/it will abide by the terms and conditions and is capable of concluding the sale when it accepts this “Online Market Sale Agreement”.
I AGREE
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