SERVICE PROVIDER/SUPPLIER – TERMS AND CONDITIONS

THE SPECIFIC CLAUSES OF THE AGREEMENT SIGNED BETWEEN TOOLKART AND THE SERVICE PROVIDER, IF ANY, SUPERSEDES THE RESPECTIVE CLAUSES, TERMS AND CONDITIONS SETFORTH IN THIS AGREEMENT BELOW

These Terms and Conditions (“Terms”) govern the use of all content, software, Services, available and displayed on the marketplace platform by the name and style of ‘Toolkart’ (“Marketplace Platform”). The Marketplace Platform is owned and operated by Toolkart Precision Tools Private Limited (hereinafter referred to as “Toolkart”). These Terms include [Toolkart’s privacy policy, (“Privacy Policy”) and any guidelines, additional terms, policies, or disclaimers made available by or issued by Toolkart from time to time. These Terms constitute a binding and enforceable legal contract between Toolkart, its affiliates, subsidiaries, and you, a Supplier / Manufacturer, Selling Products and Services by listing them on the Marketplace Platform (“You” or the “Service Provider”). These Terms determine and limit the legal rights and obligations with respect to your use of and participation in: (i) the Marketplace Platform including the classified advertisements, forums and all content and Services available through the Marketplace Platform; and (ii) the online transactions between users who purchase products or services via the Marketplace Platform (each, a “End Customer”) By using the Marketplace Platform, You agree that You have read and understood, and to be bound by these Terms as amended from time to time, and that You comply with the requirements listed herein. If You do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Marketplace Platform or any features or content made available on or through it.

1. TERM
1.1. This Agreement shall become effective from this date and shall remain in force until terminated, in accordance with Clause 10 below.
2. RECOMMENDATION ENGINE
2.1. ToolKart shall utlisie the product information of The Service Provider for providing tool selections to the End Customer or user of the Marketplace Platform through its Recommendation Engine.
2.2. The information and data of The Service Provider displayed on the Marketplace Platform through the Recommendation Engine or otherwise, shall be based solely on the data/ information provided by The Service Provider. ToolKart shall not be liable for any consequential damages arising out of a wrong recommendation that is solely attributable to any incorrect or insufficient data/ information provided by The Service Provider.

3. INVOICE, SALE, SUPPLY, DELIVERY AND PAYMENT
3.1. ToolKart shall from time to time place orders on The Service Provider by way of
Purchase Orders (“PO”) raised through the Marketplace Platform.

3.2. Upon dispatch of the Products, The Service Provider shall raise an invoice on ToolKart (“Invoice”) at the Buying Price as per the Price Schedule.
3.3. The Buying Price shall be at a value which ensures that ToolKart receives a minimum margin of 20% (Twenty Percent) on the Selling Price of each Product for Standard products that are directly ordered from the catalogue, and 5%(Five Percent) on the Selling price of any Special or Project tools that are confirmed through the enquiry process.
3.4. In addition to the above-mentioned margin, The Service Provider shall also include a further margin of 5% (Five Percent) to the Buying Price, subject to ToolKart making timely payments and handling logistics (delivery).
3.5. Further, Invoices that are received during either of the Billing cycles shall be accounted and paid by ToolKart to The Service Provider within 5 (five) days of the last day of the respective Billing Cycle. The payment of Invoices will be subsequent to the deduction of all taxes and statutory deductions, as applicable.
3.6. Further, The Service Provider hereby agrees and acknowledges to make any payments within 30 (thirty) days of receipt of invoices raised by ToolKart.
3.7. The Parties agree that the costs involved and the pricing of Special / Project tools shall be negotiated between The Service Provider and End Customer directly. Further, the invoicing and sale of such Products shall be directly fulfilled by The Service Provider to the End Customer.
4. TRADE PROMOTION AND SCHEMES
4.1. ToolKart and Service Provider may agree in writing on terms on which ToolKart shall support sales and marketing activities of Service Provider on the Marketplace Platform. Notwithstanding anything contrary contained, ToolKart shall be entitled to carry out any advertising, marketing or promotional activities with respect to the Products of The Service Provider, without the written approval of The Service Provider.
5. PRODUCT WARRANTY, PERFORMANCE & RETURNS
5.1. The Service Provider shall have a detailed warranty policy in relation to the Products and Services being offered through the Marketplace Platform. Further, The Service Provider will share the aforesaid warranty policy with ToolKart and the End Customer, as applicable.

5.2. All return/ refund requests by the End Customer for reasons including but not limited to the quality, performance, applicability of the Product or Service, and/ or discrepancies in the delivered quantity of the Product, would be raised through the Marketplace Platform.

5.3. Further, The Parties hereby agree that ToolKart shall not be liable for any Product returns. The return, replacement and/ or service of any Product to the End Customer shall be the responsibility of The Service Provider alone and all costs and expenses towards the same shall be borne solely by The Service Provider.

6. ADDITIONAL UNDERTAKINGS BY TOOLKART

6.1. ToolKart shall display the information in relation to the pricing of the Products or Services only to verified and registered users or End Customers of the Marketplace Platform.
6.2. ToolKart shall not repack, alter, obliterate or deface or tamper with any of the declarations made on the Products supplied by The Service Provider. Provided however, the obligation of ensuring that all declarations on the Products are in accordance with applicable law shall be solely to the account of The Service Provider.
6.3. ToolKart without the written approval of The Service Provider shall be entitled to set out its brand name/ trademark/ fancy name on the packaging of the Product in addition to the details of The Service Provider and the same shall not be in violation of any of the applicable laws.

7. ADDITIONAL UNDERTAKINGS BY THE SERVICE PROVIDER

7.1. The Service Provider shall undertake to inform and pay commission as per the Price Schedule to ToolKart, on any orders placed by an End Customer/ user of the Marketplace Platform other than through the Marketplace Platform directly to The Service Provider.
7.2. The Service Provider agrees to permit ToolKart to display the ratings, feedback and/ or comments in relation to its Products and Services procured by an End Customer, on the Marketplace Platform.
7.3. Service Provider undertakes to provide such necessary assistance, as may be required to facilitate ToolKart to carry out its obligations under this Agreement.
7.4. The Service Provider shall be liable for any cost or expense incurred by ToolKart or the End Customers on account of any defect, damage or shortcoming in the quality of the Products being sold by Service Provider. Any complaints and claims received from any

third party in relation to the Products including warranty claims shall be addressed suitably by The Service Provider, to the satisfaction of ToolKart.

8. TRANSFER OF RIGHTS
8.1. Neither Party shall be entitled to transfer / assign any rights or undertakings of this Agreement to a third party without written acceptance of the other Party except as provided herein.
9. USE OF INTELLECTUAL PROPERTY
9.1. The Service Provider hereby grants to ToolKart the limited license in relation to all its intellectual property and confidential information for the purposes of use of such information in the Recommendation Engine and to provide results to the user of the Marketplace Platform.
9.2. The Service Provider hereby grants to ToolKart the limited license to use its trademark for the purpose of displaying on the Marketplace Platform. Such limited license shall remain in force for the duration of this Agreement.
10. TERMINATION & CONSEQUENCES
10.1. Either party may terminate this Agreement by giving 90 (ninety) days prior written notice to the other Party without assigning any reason.
10.2. Notwithstanding anything contrary contained, either Party can terminate this Agreement forthwith either if the other party becomes insolvent, or breaches the terms and clauses of this Agreement, or act to cause injury to the business interests of the terminating party including fraudulent conduct of business.
10.3. Upon termination of this Agreement, The Service Provider shall: (i) forthwith undertake its outstanding obligations either to ToolKart or to the End Customer; and
(ii) make the payment of all outstanding dues to ToolKart as if all dues to ToolKart has become due and payable on the date of termination.
10.4. Any warranty made by The Service Provider to ToolKart or the End Customer, prior to the termination in connection with the obligations in this Agreement will survive the termination of this Agreement;
10.5. For all orders placed by the End Customer, prior to the termination of this Agreement, any subsequent return and/ or refund request, shall survive the termination and shall be fulfilled by The Service Provider according to its obligations in this Agreement.
11. INDEMNITY & LIMITATION OF LIABILITY
11.1. Each Party shall fully indemnify and keep indemnified the other Party, its directors, officers, employees, agents, associates, etc., against all losses, damages, including but not limited to attorney/ advocates’ fee, miscellaneous expenses, arising: (i) due to the

acts of omissions and commissions on the part of the defaulting Party and/ or its employees; and (i) owing to a breach of this Agreement by the defaulting Party.
11.2. Notwithstanding the above, under no circumstances will either Party be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any claim from End Customers based on: (i) the purchase of any Products; or
(ii) any Services availed, on the Marketplace Platform. Either Party's liability in any event is limited to the Selling Price paid by the End Customer for the Product/ Service that gives rise to any liability. In addition to the aforesaid, The Service Provider shall be liable to the End Customer to the entire extent of its warranties provided by The Service Provider, as per Clause 5 of this Agreement.

12. CONFIDENTIALITY
12.1. All Confidential Information shall be kept confidential by each Party unless or until the other Party can reasonably demonstrate that any such Confidential Information is, or part of it is, in the public domain through no fault of its own, whereupon to the extent that it is in the public domain or is required to be disclosed by law this obligation shall cease.
12.2. Notwithstanding the above, ToolKart shall at its sole discretion, share data pertaining to market information (MIS) to The Service Provider and other third parties from time to time. The aforesaid information shall not include any particulars in relation to the name, identity, or transactions of The Service Provider carried out on the Marketplace Platform.
12.3. The obligation contained in this clause shall endure, even after the termination of this Agreement, for a period ending 3 (three) years from the expiry date or earlier termination date of this Agreement.
13. MARKETPLACE PROCESS
13.1. All terms related to the Marketplace Transactions and Process are listed in Annexure 2 appended to this agreement.

14. GOVERNING LAW AND JURISDICTION
14.1. This Agreement shall be governed and constructed in accordance with the laws of India. In respect of any matter of dispute arising from this Agreement, the courts in Bangalore shall have exclusive jurisdiction.

ANNEXURE – I

PRODUCT LIST & PRICE SCHEDULE

A. STANDARD PRODUCTS/ SERVICES

B. SPECIALS/ PROJECT ORDERS

Annexure 2 : MARKETPLACE PROCESS POINTS

1. ToolKart shall maintain fixed parameters in relation to the Recommendation Engine, to provide unbiased and neutral recommendations to any user/ End Customer.
2. Prior to the commencement of its business on the Marketplace Platform, The Service Provider shall test the parameters and results of the Recommendation Engine in relation to its Products. The Service Provider shall undertake to raise any issues in relation to the workings of the Recommendation Engine within 15 (fifteen) days of its testing.
3. Notwithstanding the aforesaid, ToolKart shall at its sole discretion prioritise and display products of any vendor/ The Service Provider in displayed results of the Recommendation Engine on the basis of repeat orders, number of purchases, etc.
4. Upon receipt of the PO from ToolKart, The Service Provider shall confirm the acceptance of the PO within 24 (Twenty Four) hours from the date of receipt of PO. In the event The Service Provider has not responded to the PO raised by ToolKart within the period of 24 (Twenty Four) hours it shall be deemed that The Service Provider has rejected the PO.
5. The Service Provider shall have the above-mentioned Products, ready to be collected by ToolKart as per the details set out in the PO. ToolKart or any third party (logistics team) appointed by it, shall collect the Product on the due dates as specified in the PO and deliver the same to the End Customer.
6. The Service Provider shall not have any right to amend or cancel the PO, after it has accepted the PO and/ or after the intimation of a receipt and/ or the actual receipt of payment against the Invoice. Prior to the dispatch of the Products, ToolKart (subject to cancellation/ amendment by the End Customer) shall have the right to amend or cancel the PO. Any such amendment or cancellation (if any) of PO by ToolKart shall be duly communicated by ToolKart to The Service Provider on the Marketplace Platform.
7. Upon dispatch of the Products, The Service Provider shall raise an invoice on ToolKart (“Invoice”) at the Buying Price as per the Price Schedule.

8. The Service Provider shall at its sole discretion be entitled to offer discounts on the List Price as a part of periodic promotions, in addition to the discounts set out in the Price Schedule.
9. ToolKart at its sole discretion shall be entitled to offer any further discounts, offers and cash-backs on any Product or Services as a part of its promotional activities. 10. Any discrepancies in the Invoice, either with respect to the quantity or the price shall be intimated by ToolKart, through the Marketplace Platform. Upon receipt of intimation of any such discrepancies, The Service Provider shall address and resolve, the same within 15 (fifteen days).
11. The Parties shall be responsible for their respective compliances’ (including creation and provision of requisite documents) in accordance with all statutory requirements in connection with the fulfilment of the order to the End Customer.
12. The Service Provider at its sole discretion shall be entitled to provide the End Customer a sample/ trial-tool upon a specific request by the latter on the Marketplace Platform.

13. The Service Provider undertakes to address any and all issues in relation to the Product or the after sale service, as raised by ToolKart or by the End Customers, either directly or through the Marketplace Platform. The Service Provider further undertakes to acknowledge and address the aforesaid issue within 2 (two) working days from the date of receipt of such intimation.
14. In order to facilitate resolving any issues raised on warranties, The Service Provider undertakes to appoint a designated individual to receive any and all intimation from ToolKart or the End Customer, as applicable, and resolved within 5 (five) days of receipt of the same. Further, The Service Provider undertakes to keep the information with respect to the designated person updated on the Marketplace Platform

15. The Service Provider hereby agrees and undertakes to address any returns request raised within 15 (fifteen) days. In the event The Service Provider does not respond to the request within 7 (seven) days, The Service Provider deems to accept any Product returns by the End Customer and initiate refund for the same.
16. The Service Provider undertakes to update all information (including the deletion of obsolete information) in relation to its Products and Services, periodically on the Marketplace Platform as below:
a. Information in relation to the catalogue of products, spares, accessories and services along with the complete attributes and details of the same to be updated quarterly or as and when requested by ToolKart;
b. Information in relation to the status of the Stocks of all the Products to be updated daily or weekly or as and when requested by ToolKart; and

c. Pricing information to be updated daily or weekly or as and when requested by ToolKart.

17. The Service Provider undertakes to have its Products ready for dispatch as per the PO, The Service Provider also undertakes to provide timely information and all the requisite details in relation to the availability of the Product.
18. The Service Provider shall manage and maintain sufficient inventory of the Products which The Service Provider offers to sell to ToolKart. The Service Provider shall during the term, give prior intimation of 5 (Five) days, to ToolKart on any of the Products being sold by The Service Provider being in short supply or out of stock.
19. The Service Provider shall ensure that after sales services are provided to the End Customer in accordance with the warranty terms of the Product/s. The Service Provider shall process returns or provide refunds and adjustments in relation to the Products sold to the End Customer, as suggested by ToolKart through the Marketplace Platform from time to time subject to The Service Provider’s terms and conditions of sale.
20. The Service Provider covenants that it shall treat all orders received from ToolKart as
a priority or as it would treat an order received directly from its End Customers.
21. The Service Provider agrees and undertakes that in the event of any Product delivered to ToolKart or to the End Customer, is not in accordance with PO raised or is damaged in transit or otherwise, The Service Provider shall replace, at its sole cost, the said Products upon receipt of intimation from ToolKart or the End Customer, through the Marketplace Platform or otherwise, such that the replacement Products reach ToolKart or the End Customer within the mutually agreed time period. In the event ToolKart intimates The Service Provider to refund the money already paid by ToolKart for such Products delivered to it, The Service Provider shall refund such amounts to ToolKart within 1 (One) day of receipt of intimation from ToolKart in this regard and in such an event, The Service Provider shall be entitled to take delivery of such wrong / damaged Products from the warehouse of ToolKart, at its own cost.

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