CONDITIONS FOR BUYERS AND SELLERS

This Platform is an electronic publication of and a service provided by Vendosmart which aides in connecting the Buyers and Sellers on an online custom manufacturing marketplace (“Purpose”).

DEFINITIONS

In these Conditions for Buyers and Sellers, the following capitalized words and expressions shall, unless the context otherwise requires, have the following respective meanings:-

Agreements” shall mean the Terms of Use, Conditions for the Buyers and the Sellers, Privacy Policy and any and all other agreements/policies posted on the Platform which seek to govern the usage of the Platform.

Buyer” shall mean any person who is registered on the Platform as a buyer and can post their requirements for custom manufacturing on the Platform to connect with the Sellers and Partner Applications.

Overall Content” shall collectively mean the Vendosmart Content and the Third Party Content.

Partner Applications” shall mean all the third party application program interface (“APIs”) or (“Apps”) that have partnered with Vendosmart to provide services to the Registered Users of the Platform, so as to better facilitate the usage of the Platform by the Registered Users. These Partner Applications may be providing services to the Platform itself or they may be providing additional services to the Registered Users of the Platform, if they require, pursuant to which the Registered Users of the Platform would be redirected to such third party APIs or Apps where the Apps are hosted.

Product” shall mean hardware and the hardware related products including but not limited to the products that are mentioned on the Platform.

Quotation” shall mean any quote sent by a Seller to the Buyer in response to the Request for Quotation published by a Buyer.

Registered User” shall mean either a Buyer or a Seller and/or both.

Request for Quotation” or “RFQ” is a function that is provided on the Platform wherein the Buyer can post an advertisement for its requirements for manufacturing of hardware parts, basis which the Sellers are required to post their Quotation.

Seller” shall mean any person who is registered on the Platform as a seller, after payment of certain subscription fees who can manufacture custom Products based on the requirements being posted by the Buyer.

Services” shall mean all the services provided by Vendosmart in or through this Platform, to facilitate connecting the Buyers and Sellers on the Platform with each other.

Website” shall mean the website on the Internet owned and/or operated by Vendosmart, the homepage of which is presently located at www.vendosmart.com.

DESCRIPTION AND USE OF THE PLATFORM

We aim to provide a technology led Platform providing custom manufacturing marketplace for the Buyers and Sellers. Any person engaged in the business of buying, selling or manufacturing services of the Products can register themselves on the Platform and avail the Services of the Platform. The Platform acts as a marketplace for the Buyers to connect with potential Sellers who can manufacture custom products based on the requirements of the Buyer. The Platform allows the Buyers to post their detailed requirements (along with designs, texts, diagrams, etc.) for tailor made products and receive Quotations from potential Sellers who manufacture similar products.

Basis the requirements being posted by the Buyer, through a Request for Quotations, the Platform offers an opportunity to the Sellers, based on their subscription plan, to bid for the project and give their Quotations along with the manufacturing details and delivery timelines. The Buyers shall have the option to screen through all the Quotations and thereafter finalize the Seller for manufacturing of the products.

While registering, the Registered User is advised to post complete, true and accurate information of the business and the requirements of the Registered User. This information will help connect with other Registered Users in a better manner based on their requirements.

Once the registration process is complete, the person shall become a Registered User and will have access to all the basic features of the Platform. The Registered User can be either a Buyer or a Seller or both based on their requirements. However it may be noted that in order to avail services as a Seller, a minimum subscription fee is required to be paid by the Seller, while the Buyer may register and use the Platform without any subscription fees.

That being said, Vendosmart reserves the right to change the fee structure (as mentioned in the clause below) or change the category of Registered Users who are required to pay the fees.

By using the Services of the Platform, the Registered User further agrees that:

  1. You will use our Platform for your sole, personal use and will not resell our Platform or the Services rendered to a third party;
  2. You will not assign or transfer your account to any other person/legal entity;
  3. You will not use our Services for unlawful or fraudulent purposes;
  4. You will keep your account password secure and confidential; and
  5. You will follow/abide by the applicable laws of India.

Vendosmart denies any liability of any nature arising out of a breach of any of the above-mentioned covenants by the Registered Users.

Vendosmart reserves the right to terminate the use of the Platform and your account immediately, should the Registered Users not comply with the abovementioned covenants or indulge in any other malpractices which is against the interest of Vendosmart or their Registered Users. The Platform, may, from time to time, release new tools, applications and resources on the Website, or introduce other Services and/or features for the Platform. Any new Services and features will be subject to the terms contained herein and under other Agreements, as well as any additional terms, that we may release for those specific Services or features.

We would be happy to take your feedback on the functioning and operations of the Platform and will endeavour to help the Registered Users in the best way possible, however please be advised, that our policy, to protect the intellectual property of the Registered Users, does not permit us to accept or consider creative ideas, inventions or materials other than those which we have specifically allowed. While we do value your feedback on our Platform and Services, please be specific in your comments regarding our Services and do not submit creative ideas, inventions, or materials. However, please note that none of the submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any submission.

You shall not use any Overall Content/database for any purpose other than as a marketplace for custom manufacturing only, including but not limited to using the information in the information database to sell or promote any products or services.

Vendosmart, that is the company operating the Platform, is not an agency, agent or contractor of the Buyers or the Sellers in any way. The Platform is not providing a liasioning service for the Buyers or the Sellers. The actual services provided to the Buyer by the Seller is, therefore, subjected to a separate relationship between the Buyer and the Seller. The Platform or Vendosmart shall under no circumstances be a party to that relationship. The Platform does not claim any liability in respect of the Buyers and/or the Sellers.

Further, the Platform has a feature of “Search Tag” wherein the Buyer shall be able to search other Sellers dealing with a particular Product.

Following are additional terms and conditions specifically for the Buyers and the Sellers:

BUYER:

The Buyer can based on their requirements, post one or more Request for Quotations for custom made products. The dashboard of the Buyer will have the option to create a Request for Quotation basis their requirements. The Buyer should ensure that correct and accurate specifications, along with proper timelines, should be mentioned in the Request for Quotation.

You may note that the Request for Quotation forms are created by Vendosmart keeping in mind the best industrial practices, enlisting the detailed requirements suitable for the industry, as well as the Product. The Buyers are recommended to add all the necessary and accurate data so as to ensure that the Buyers get optimum match of Sellers and Services. While creating an RFQ, the Buyer should ensure that the following details, along with other details, are clearly mentioned:

  1. Product/part names;
  2. Category of the Product;
  3. Sub-category of the Product required;
  4. Quantity required;
  5. Material of the Product;
  6. Specifications/diagrams;
  7. Delivery timelines; and
  8. Payment schedule.

Pursuant to the RFQ, it will be open for all Sellers to provide their Quotations against the RFQ within the timeline specified in the RFQ posted by the Buyer. Pursuant to receipt of Quotations from the Sellers, the Platform will, with the help of technology, bifurcate the Quotations into different categories for the Buyer to analyse and select the Quotation that matches best with their requirements.

The Buyer also has an option of contacting the Sellers (bidders of the Quotations) so as to help the Buyer to become aware of the services being offered by the Sellers, prior to awarding them the bid.

Once this process is done, the Buyer may award the contract to the Seller who meet their requirements. Post this, the Buyer and the Seller may, at their discretion and after conducting proper background checks on each other, enter into a contract with each other.

The Buyer will be able to see all the draft RFQs, the published RFQs which are already posted on the Platform, all the RFQs which have been awarded to the Sellers and all the closed RFQs which have already been delivered by the Seller and paid for, by the Buyer.

Vendosmart or the Platform holds no responsibility to verify the validity of the RFQs posted or the Quotations received. It shall be the duty of the Buyer to do a proper due diligence of the Sellers before entering into a contract with or taking the services of any Seller. Vendosmart offers to conduct a due diligence on the Sellers on behalf of the Buyer, on payment of an additional fee, for which Vendosmart can be contacted directly.

SELLER:

If you are a manufacturer or a supplier of any Product(s), then you may register as a Seller, by paying a nominal fee to the Platform. The Seller should ensure that they declare correct and actual information of the areas they indulge in and their expertise in manufacturing.

On the dashboard of the Seller, the Seller will have access to RFQs’ under the head “Only For Me”, that have been posted by Buyers, dedicatedly for that particular Seller. Other RFQs which are publicly open, which suit the expertise of the Seller as mentioned in the registration form, will be open to view as well.

If the Seller wants, they can provide their Quotation for any RFQ, by providing details on the quality, price, supply, delivery date, etc. All Quotations that are submitted by the Seller are accessible under “Total Quotation” wherein the Seller can also check if the Quotation has been awarded to them or not.

It shall be the duty of the Seller to ensure that all information being provided by them is correct and accurate. It shall be the sole discretion and decision of the Seller if they want to serve a particular Buyer. Further, for better decision making, the Seller has the option to conduct due diligence on the Buyer prior to bidding for the RFQ posted by the Buyer. Vendosmart also offers the Seller, an option, to conduct a proper due diligence, being conducted by Vendosmart on the Buyer, at an additional fee, for which Vendosmart can be contacted directly.

Depending on the subscription plan of the Seller, the Seller shall be allowed to post for Quotations in response to the Request for Quotations. Further based on the contracts completed by the Seller, the Buyers can rate the Seller and this rating will be visible on the Seller’s page. This rating will be given on 3 criteria- Quality, Responsiveness and Delivery.

Vendosmart also offers a special feature where a Seller may also be able to connect with other Sellers and hire their machinery, as well as outsource their work, in order to bid for any Quotation or complete any tasks so awarded.

ADDITIONAL CONDITIONS

Vendosmart or the Platform does not take any portion of the quote determined between the Buyer and the Seller, in case the Buyer selects the Seller from the Quotations provided through the Platform. The Platform only charges the Seller a subscription fee for connecting the Buyers with the Sellers.

The Buyer and/or the Seller can individually at any time at their sole discretion, cancel the Request for Quotation or the Quotation posted by them respectively. Vendosmart shall not be held liable or responsible for any such cancellation/removal of the Request for Quotation or the Quotation.

The Registered User (both Buyer and Seller) will have direct customer access wherein they can have direct one on one communication with other Registered Users. Additionally, the Sellers will be able to post Quotations only as per their subscription plan, while the Buyer will be able to post unlimited Request for Quotations based on their requirements.

PAYMENT OF FEE

Vendosmart Services are currently free for the Buyers while a nominal subscription fee has to be paid by the Sellers. Vendosmart may, at its discretion, also allow for a trial period of usage of the Platform without payment of any fees.

Further, the Seller shall in no event be liable for refund of fees once paid. Vendosmart may at its sole discretion, allow for a refund, in an event where the Seller could not gain access to the Platform. However, a refund shall specifically not be allowed if the Seller has already conducted any activity on the Platform.

Vendosmart reserves the right to restrict the access or usage of any/all areas or features of the Platform, by the Registered User at its sole discretion. Vendosmart further reserves the right to deny access of any/all Services to any Registered User, for any reason it deems appropriate, in order to protect their interest.

SEARCH TAGS

In case of any misinformation or false information, provided by a Registered User while registering with the Platform, the sole liability of the same shall lie with the Registered User providing such information.

REQUEST FOR QUOTATIONS

The Buyer will ensure that all the information that it provides on the Platform shall be true, accurate and complete in all regards. Further, the Buyer when posting Request for Quotation shall ensure that the information that is provided does not violate any third party’s rights. Vendosmart shall not be responsible or liable in case:

  1. the RFQ does not get posted;
  2. the RFQ is not received by any Seller;
  3. the RFQ is incomplete or faulty; and
  4. if any RFQ does not receive any response from the Registered Users of the Platform.

QUOTATIONS

The Seller shall be solely responsible for all Quotations that are submitted by him in response to the Request for Quotation of the Buyer. Once the Quotation is submitted, the Buyer is the sole party that is responsible for selecting the appropriate Seller, based on the Quotations received by it. Vendosmart will not be involved in the process in any way other than for connecting the Buyers and Sellers and shall not be responsible or held liable in any way with respect to:

  1. the selection process of the Buyer;
  2. any disputes arising between the Buyer and Seller;
  3. any claims arising due to incomplete or misleading information by either the Buyer or the Seller;
  4. any disputes between the Buyer and Seller before, on or after entering into a contract of supply; and
  5. any other issues or differences arising between the Buyer and the Seller.

Vendosmart shall not be made liable for any liability or damages or legal action arising pursuant to any Quotation submitted or accepted, by the Seller or the Buyer respectively.

EQUIPMENT AND MACHINERY

The Seller or the Buyer may post pictures/ images of machineries on the Platform. The use of these pictures/ images is restricted to better facilitate the arrangement between the Buyers and the Sellers. Neither Vendosmart nor any Registered User of the Platform nor a third party shall use the picture for any purpose other than to facilitate connecting the Buyers with the Sellers. In case of any unauthorized use of the same, by any Registered User, the said Registered User shall be liable for all legal actions or damages bought against it.

The Registered Users should ensure that any picture or images posted by them on the Platform are in compliance with all applicable laws and that any image or picture or content posted is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. Registered User should ensure that this Platform is not used for any trade, manufacturing or selling any item or doing any activity which is termed ‘illegal’ as per the applicable laws. Any liability or action arising in this regard will lie solely with the Registered User posting such content, or carrying out such illegal activity and Vendosmart has the right to take any action that it deems fit against such Registered User, including but not limited to, blocking the account of such Registered User and reporting the same to the appropriate authority.

Any picture/ image posted by any of the Seller or the Buyer will be collected and stored by Vendosmart on its Platform till the time the said Seller or the Buyer is registered with the Platform. All information provided by the Registered Users and collected and stored on the Platform, shall be deleted by Vendosmart, either on the Registered User notifying Vendosmart about the same or on completion of the subscription of the Registered User with the Platform, in accordance with the Information Technology Law, 2000 and all other applicable laws for the time being in force.

It may be noted that Vendosmart disclaims all liabilities arising from and shall not be held responsible for any content posted on the Platform by any of their Registered Users.

USER COMMENTS AND REVIEWS

Vendosmart provides an opportunity to the Buyers of the Platform to post and exchange opinions, information, material and data (“Comments”/ “Reviews”) on the profile of the Sellers with whom they had/ have entered into a contract with, based on different criteria (Quality, Responsiveness and Delivery) as mentioned on the Platform. Vendosmart does not screen, edit, publish or review the Comments or Reviews prior to the same appearing on the Platform and the said Comments or Reviews do not reflect the views and/ or the opinion of Vendosmart or any of its agents or affiliates. Vendosmart shall not be responsible or liable for the Comments/ Reviews or for any loss, cost, liability, damages or expenses caused and/ or suffered as a result of any use of and/or posting of and/or appearance of the Comments/ Reviews on this Platform.

However, Vendosmart reserves the right to monitor all the Comments/ Reviews appearing on the Platform and can remove any Comments/ Reviews which it considers to be inappropriate, offensive or otherwise in breach of any Agreements on the Website. Vendosmart further reserves the right to take any action which it deems appropriate, against any Buyer who posts such an inappropriate or offensive comment/ review, which is in breach of any Agreement.

The Buyer shall ensure that:

  1. It is entitled to post Comments/ Reviews on the Platform and has all necessary rights and consent to do so;
  2. The Comments/ Reviews that are posted by the Buyer do not infringe any intellectual property right, including without any limitation copyright, trademark, patent and/ or any other intellectual property rights of any Registered User or third party;
  3. The Comments/ Reviews do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy of any person, entity or third party; and
  4. The Comments/ Reviews shall not be used to entice or promote business or present commercial activities or unlawful activity.

It shall be noted that the Buyers will only be entitled to post Comments/ Reviews on projects that have been completed.

SUPPLY OF PRODUCTS

Vendosmart does not take any responsibility for transportation/supply of Products from the Seller to the Buyer. However, if required by the Registered Users, Vendosmart or any Partner Application of Vendosmart, would provide this Service at an additional fee being charged by Vendosmart.

If any Registered User does opt for such a Service, Vendosmart and Partner Application take no liability or risk on transportation of the Products and the liability or risk of the same shall be borne by the Registered Users based on their agreement with each other.

REPRESENTATION AND WARRANTIES

BUYERS: The Buyers represent and warrant that:

  1. all the information submitted by them on the Platform, during registration, is true, complete and accurate in all respect;
  2. while posting the RFQ on the Platform, they will provide complete and accurate information based on their requirements and for the ease of the Sellers; and
  3. they will not deal with any Products that are not related to the Purpose of the Platform.

SELLERS: The Sellers represent and warrant that:

  1. all the information submitted by them while registering with the Platform is true, complete and accurate in all respect;
  2. they will provide accurate and correct information in the Quotations;
  3. they will to the best of their capabilities perform the contract entered into with the Buyers and shall not differ from the requirements posted by the Buyers under the RFQ;
  4. the Seller will ensure that the quality and standards of the Products being supplied by them are in accordance with the contract as well as the applicable regulations on the same;
  5. the Seller will, to the best of its capacity, try to address and rectify any defects, deficiencies, errors, omissions or inaccuracies or any delays in supply of the Products;
  6. they will not deal with any Products that are not related to the Purpose of the Platform; and
  7. they will not differ from the terms of the contract entered into with the Buyers.

Vendosmart: Vendosmart has taken reasonable steps to ensure that all information provided on the Website is correct, however:

  1. it neither warrants nor makes any representation that the information provided by the Registered Users is complete and accurate in all respects;
  2. it neither makes any claims with respect to the quality, marketability, accuracy, reliability, currency, suitability or lack of defects or deficiencies of the Product proposed to be sold by the Sellers on the Platform; and
  3. it neither makes any representation or warranty about the attributes, legal title, creditworthiness, etc. of the Sellers and their Products;

LIMITATION OF LIABILITY

Notwithstanding any other provision contained herein and under any other Agreement and to the extent permitted by law, Vendosmart shall not be liable for any and all liabilities under, arising out of or in connection with these Conditions for Buyers and Sellers, other Agreements and the provisions of this Platform and the Overall Content or for any loss, damage or liability whatsoever.

Vendosmart takes no responsibility for the quality of service provided by the Registered Users on the Platform. We have a rating system in order to maintain the quality of all the Registered Users as well as to improve the quality of services provided by them. The quality of the services is entirely the responsibility of the Buyers and the Sellers respectively, who have been mutually selected by the Registered Users to provide a particular service. Vendosmart does not take any liability in connection to the service provided by the Buyers and the Sellers including but not limited to the acts, actions, behaviour, conduct, and/or negligence on part of the Buyers or Sellers.

Further, Vendosmart shall take reasonable efforts to prevent and protect against hacking but in no event shall Vendosmart be liable in case the account of any Registered User(s) or the Platform is hacked.

CONTRACT BETWEEN THE BUYER AND THE SELLER

The Buyers and Sellers should consider the Platform solely as an intermediary between the Buyers and the Sellers. The Buyers and the Sellers should perform due diligence of the parties that they propose to enter into a contract with. The parties can perform the due diligence either on their own or can pay Vendosmart to conduct the same on their behalf. The Buyers and Sellers agree that any contract/ transaction entered into between them through the Platform would be solely at their own liability and discretion.

Further, the Buyers and Sellers can enter into specific contracts that are independent of this Platform pursuant to their requirements (including a non-disclosure agreement) and Vendosmart shall neither be a party to the same nor will it be held responsible under these contracts.

Vendosmart shall not be held liable for any misinformation, misrepresentation or non-fulfillment of the terms of contracts entered into between the Registered Users through the Platform.

VENDOSMART LIABILITY

Vendosmart only collects preliminary information from the Registered Users and does not verify the information that is provided. Vendosmart does not take responsibility for any of the Registered User’s information on the Platform and therefore all Registered Users are advised to conduct proper due diligence and background checks on the other party before entering into a contract with them. However, if required, on payment of an additional sum, as prescribed by Vendosmart, Vendosmart may perform due diligence on the Registered Users. However, Vendosmart shall not be held responsible or liable for any report or findings reached, pursuant to the due diligence conducted by them.

Further, Vendosmart is not a party to any contract of supply or sale, or any other contract entered into pursuant to the same, and is therefore not receiving any monetary benefit or incentive out of the same from any of the Registered Users. It must be noted that Vendosmart never influences any bids or contracts in anyway. Vendosmart is only receiving payment on registration of the Sellers with the Platform. Therefore, Vendosmart shall not be held liable under any contract entered into between the Registered Users.

INDEMNITY

The Registered Users shall indemnify Vendosmart against any liabilities that may be suffered, sustained or incurred, directly or indirectly, by Vendosmart as a result of, or arising from or in connection with:-

  1. Vendosmart having made available this Platform or having entered into these Conditions for Buyers and Sellers and other Agreements with the Registered Users;
  2. the enforcement of Vendosmart’s rights under these Terms of Use;
  3. any action taken by Vendosmart upon any instructions which such Registered Users may have given in relation to this Platform or their access thereto or use thereof of the Platform;
  4. on any legal or other action or claim being bought against Vendosmart, by any person, due to any action of any Registered User; or
  5. any misrepresentation, negligence, fraud and/or misconduct, and/or any breach of the Agreements posted on this Platform, by or on the part of such Registered Users.

DISPUTES

In the event of a dispute or a difference arising between any Buyer and Seller arising from usage of the Platform or any other Partner Applications, neither Vendosmart nor the Partner Applications shall be responsible for the same. Further, Vendosmart will not be responsible for any claims, demands or damages arising from any such dispute between the Buyer and the Seller and shall not be held liable for the same.

In case of any other dispute which any Registered User of the Platform may have with Vendosmart, the same shall be sent as a notice in writing to Vendosmart on the address and contact details mentioned on the Platform. No other form of communication would be accepted.

WARRANTIES AND DISCLAIMER

Vendosmart has endeavoured to ensure that all the information on the Platform is correct, however Vendosmart neither warrants nor makes any representations regarding the accuracy or completeness of any data or information contained on the Platform. Vendosmart disclaims any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any Registered User/user or any other person, arising out of or in connection with, the use of the information, data and/or materials contained on the Platform.

Vendosmart does not make any representations or warranties as to the attributes such as quality, worth, marketability, etc. of the items or services proposed to be sold or purchased by the Registered Users of the Platform. Vendosmart accepts no liability for any errors or omissions, whether on its behalf or on behalf of third parties, in this regard.

Vendosmart does not make any representations or warranties as to the attributes such as legal title, creditworthiness, identity, etc. of any kind about any product or services offered, displayed or hosted on the Platform by the Buyers or Sellers. The Registered User is advised to independently verify the bona fides of any particular Registered User that it chooses to deal with on the Platform.

It must be noted that Vendosmart does not collect any sensitive personal data/information of any Registered User.