Agreement

                                                                           SOLARHIPPO VENDOR AGREEMENT
 

This Vendor Agreement (“Agreement”) is made and entered into and effective from on
(Name mentioned in form) (Hereinafter “Vendor”) having its registered office at (Mentioned in form) its duly Authorised Representative (hereinafter referred to as Vendor”);

AND

Hippo Innovations Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at  B4,309-10 SpazeiTech Park, Sector 49, Sohna Road,GurgaonHaryana - 122001 India(hereinafter referred to as “Company”).
 
 
ARTICLE I: RECITAL
 1.1 Vendor is engaged in solar products sales.
1.2 Company owns “SolarHippo” located at the following URL: https://www.solarhippo.com hereinafter referred to as the “SolarHippo website”. It is an online marketplace for selling solar products and has many registered users to  whom Company offer various services,
1.3 Vendor is desirous of selling products on the company’s website. Company has agreed to sell the said products upon the following terms and conditions.
1.4 The above referred Vendor and Company are hereinafter collectively referred to as “Parties”
 
 
ARTICLE II: DEFINTIONS WITH RESPECT TO THE CONTRACT
For the purpose of this Agreement, the following words and phrases shall have only themeaning assigned to them under this Article.
2.1 “Company” shall mean SolarHippo.
2.2 “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the products of the Vendor on the website.
2.3  “Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of shipping  charges, if any.
2.4 “Effective Date” shall mean the date on which this Agreement is executed.
2.5 “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor at the time of execution of this Agreement annexed hereto as Annexure “A”.
2.6 “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the website and more particularly described in the attached “Form”.
2.7  “Order” shall mean an order for purchase of products wherein customer has agreed to purchase the product upon the terms and conditions and at the Price indicated on the webpage by the vendor.
2.8 “Products” shall mean merchandise items of the Vendor put up for sale by the Vendor.
2.9 “Price” means the sale price of a product inclusive of applicable taxes but excluding delivery charges.
2.10 “SolarHippo” means an online solar marketplace owned and operated by the Company that facilitates the shopping transaction between the Vendor and the Customer.
2.11 “Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
2.12 “Shipment Cost” shall mean the cost and taxes recovered by the Company from the Vendor per order for handling the logistics.
2.13 “Sign-up Fees” shall mean the non-refundable fees payable by the Vendor at the time of execution of this Agreement towards the initial services.
2.14 “Service charge” shall mean the margin per transaction charged by the Company to the Vendor at the rates agreed to between the parties, upon the sale of their products.
 

ARTICLE III: GENERAL TERMS & CONDITIONS  
 3.1 That the Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product, which shall include hosting, and technology, customer support, logistics services (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the of vendor’s products.
3.2 That the Vendor shall put up for sale of its Products on the said website, subject to the terms and conditions hereinafter contained in this agreement. Vendor further agrees and acknowledges that the “Terms of Use” of SolarHippo along with this Agreement shall govern the shopping transaction.
3.3 That this Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter. Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.
3.4 That the Company on the basis of representation by the Vendor has created an online page for selling his/her products on SolarHippo portal to enable Vendor to offer the Vendor’s products for sale through the said representation. This representation is the essence of the Contract.
3.5 That the Company shall not in any circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, or are in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party.
3.6 That the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
3.7 That the Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever.
 
ARTICLE IV: CONSIDERATION AND PAYMENT TERMS
4.1 That the Company shall collect the Payment on behalf of the Vendor in respect of the Orders received. In consideration of the services rendered underthese presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company in the form. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s).
4.2 That the shipment cost will be decided depending on the order (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges.  Any amount to be paid to the Vendor by the Company shall be paid net of reversals.
4.3 That in case any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product and the said charges will be deducted from the amount due and payable to Vendor.
4.4That the Company shall debit the Service charges to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear the complete cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
4.5 That the Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:
4.5.1 Vendor shall prepare a consolidated advice list of all orders delivered to the customer, 5 times in a month for every 7 days.
4.5.2 The Company shall within 21 working days of receipt of advice process the amount due to Vendor and dispatch the Cheques / Demand draft favoring“  on line transfers.
4.5.3 The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
4.5 That the Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the online store and Solarhipposhall not be responsible to collect, report, or remit any taxes arising from any transaction.
 
ARTICLE V: OBLIGATIONS ON PART OF VENDOR
5.1 That the Vendor shall through the interface provided by the Company on the listing of products of the vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
5.2 That the Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark andcopyright of any third party. Vendor shall ensure to upload the product description and image only for the product, which is offered for sale.
5.3 That the Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
5.4 That the Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the website.
5.5 That at all times the Vendor shall have access to the Internet and its email account to check the status of approved orders.
5.6 That on receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours. In cases of the orders for Products placed through the website, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.
5.7 That in the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
5.8 That the Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,
5.9That the Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed and for which the Customer has placed the order.
5.10 That the Vendor shall raise invoice in the name of Customer agrees to raise the invoice of an amount equivalent to the amount displayed for its products to the customers.
5.11 That the Vendor shall not offer any Products for Sale, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
5.12That the Vendor shall ensure he owns all the legal rights in the Products that are offered for sale on the website. After the sale is concluded the Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
5.12 That the Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
5.13 That the Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
5.14 That the Vendor is familiar with all general and special laws, acts, ordinances, rules and regulations of the Municipal, District, State and Central Government in India that may affect the work, its performance or personnel employed therein. The Vendor should abide by these laws, and not use the information given by the Company in an unlawful manner.
 
ARTICLE VI: WARRANTIES, REPRESENTATIONS & UNDERTAKINGS OF THE VENDOR
 6.1 That the Vendor warrants and represents that he has the right and full authority to enter into this Agreement with the Company.
6.2That the Vendor warrants that there are no proceedings pending, which may have a material adverse effect on the Vendor’s ability to perform and meet the obligations under this Agreement.
6.3 Thatthe Vendor is an authorized business establishment and holds all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. Vendor shall at all times ensure compliance with all the requirements applicable to their business. Vendor confirms that he has paid and shall continue to discharge all their obligations towards statutory authorities.
6.4That Vendor has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party. Vendor shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
6.5That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
6.6 That the Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
6.7 That the Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation. The Vendor shall draw the invoice / bill directly in the name of the Customer.
6.8 That the Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.
6.9 That the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The Vendor shall not use the said information for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
 
ARTICLE VII: COMPANY RESERVES THE RIGHT
7.1 That the Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of SolarHippoWebsite. In such an event, the Company reserves the right to forthwith remove the products of the Vendor from its website without any prior intimation or liability to the Vendor.
7.2 That the Company reserves the right to provide and display appropriate disclaimers and terms of use on SolarHippoportal.
7.3 That at any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use ofSolarHippo, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove the products of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
 
ARTICLE VIII: INDEMNITY
8.1 That the Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through which the Company shall make the Online Store available to the Customers.
8.2 That the Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
8.3 That this article shall survive the termination or expiration of this Agreement.
 
 
ARTICLE IX: TERM, TERMINATION AND EFFECTS OF TERMINATION 
9.1 That the Term of this Agreement shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
9.2 That the Company can terminate/cancel this agreement at any time, by issuing one-month prior notice in the event of non-compliance or breach of the terms and conditions set in this agreement.Notice will be considered to be as sent, on the day it is emailed or 2 days after it is given to a courier, or 5 days after it is placed in the mail. However, if there is fraud, misrepresentation, any unlawful or any other unacceptable behavior by the Vendor, the company can terminate/cancel the agreement without notice. In the event of the termination of this agreement, all creative material, contact details, etc. has to be returned to Company and it cannot be used in future in any manner. 
9.3 That in the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on company’s website with immediate effect.Company shall not be liable for any loss or damages (direct, indirect or inconsequential)incurred by the Vendor by virtue of termination of this agreement.
8.4 That during the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
 
ARTICLEX: INTELLECTUAL PROPERTY RIGHTS
10.1 That it is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
 
ARTICLE XI: WAIVER AND AMENDMENT

11.1 That no waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
10.2 That except as expressly set out in this Agreement; no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
 
 
ARTICE XII: JURISDCTION CLAUSE
12.1 That this agreement adheres by the laws, rules, and regulations of India. In the event of any dispute between the parties, Courts at Gurgaon, Haryana only will have jurisdiction to settle the issues where the trial shall take place.
 
ARTICLE XIII: RELATIONSHIP OF PARTIES
13.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.

ARTICLE XIV: FORCE MAJEURE
14.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
 
This Agreement may be executed in two (2) counterparts, each of which shall be deemed anoriginal and which shall together constitute one Agreement.
In witness whereof, the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.
 
 
 
                                                           SOLARHIPPO INTEGRATOR’S AGREEMENT
 
This Integraot Agreement (“Agreement”) is made and entered into and effective from on
(Name mentioned in form) (Hereinafter “Vendor”) having its registered office at (Mentioned in form) its duly Authorised Representative (hereinafter referred to as Vendor”);

AND

Hippo Innovations Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at  B4,309-10 SpazeiTech Park, Sector 49, Sohna Road,GurgaonHaryana - 122001 India(hereinafter referred to as “Company”).
 

 
 ARTICLE I: RECITAL
1.1 Whereas, Integrator is engaged in the business of installation of solar.
1.2 Whereas, Company owns “SolarHippo” located at the following URL: https://www.solarhippo.com hereinafter referred to as the “SolarHippo website”. It is an online marketplace for selling solar products and has many registered users to whom Company offer various services.
1.3 Whereas, Integrator will be provided with Customer contact details by the Company. Company has agreed to provide the same and in consideration of the mutual promises and commitments contained in this Agreement, and other good and valuable consideration, the Parties agree as follows:
 
ARTICLE II: TERMS AND CONDITIONS
2.1 That this Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with the conditions mentioned in the agreement in Article III.
2.2 That the Company shall provide Integrators with contact details and information of customers who want to install solar systems. The information shall be used for the said purpose only and is to be kept confidential by the Integrator and he shall not diclose it further to anyone.
2.3 That the Company is entitled to commission of two percent (2%) from the Integrator, on all the Installations made by the Integrator during the period of this contract to customers established through the details provided by the company.
2.4That the Integrator shall not try to bypass Solarhippo in any circumstance in any manner.
2.5That any contact details passed on to the Integrator would be attended and adequate help in form of technical assistance, complete knowledge of the products or the process would be imparted to the customer.
2.6That the Integrator should be sufficiently experienced and competent to perform the installations to the satisfaction of set standars. Integrator should be capable of executing and completing the work as required. Any deviation in the service provided by the Integrator that was promised would be the Integrator’sresponsibility. SolarHippo in any case whatsoever shall  not be liable for any damage/ liability arising out of the said deviation.
2.7That the warranty or guarantee of the products and also the maintenance of services provided  would be taken care of by the Integrator as discussed at the time of installation with the customer.
2.8That if any fault is reported in the systems within the warrantee period or after warrantee period, it shall be obligatory on the part of System Integrator to repair the fault or replace the system within one month for free/paid as the case may be.
2.9 That the Integrator shall conduct its business activities in connection with the installation of the Solar System in a manner that will not harm or damage the reputation of the Company.
2.10 The integrator shall be responsible for all expenses, risks and responsibilities directly or indirectly connected with the performance of the installation. Company will not incur any cost for the same.
2.11 That the Integrator is familiar with all general and special laws, acts, ordinances, rules and regulations of the Municipal, District, State and Central Government in India that may affect the work, its performance or personnel employed therein. The Integrator should abide by these laws, and not use the information given by the Company in an unlawful manner.
2.12 The Integrator shall indemnify the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim arising in light of this agreement, due to the fault/negligence on part of the Integrator.

ARTICLE III: TERMINATION
3.1 That the Integrator and the Company can terminate/cancel this agreement at any time, by issuing one-month prior notice. Notice will be considered to be as sent, on the day it is emailed or 2 days after it is given to a courier, or 5 days after it is placed in the mail. However, if there is fraud, misrepresentation, any unlawful or any other unacceptable behavior by the Integrator, the company can terminate/cancel the agreement without notice. In the event of the termination of this agreement, all creative material, contact details, etc. has to be returned to Company and it cannot be used in future in any manner.
 
 ARTICE IV: JURISDCTION CLAUSE
4.1 That this agreement adheres by the laws, rules, and regulations of India. In the event of any dispute between the parties, Courts at Gurgaon, Haryana only will have jurisdiction to settle the issues where the trial shall take place.
 
ARTICLE V: FORCE MAJEURE
5.1 That neither parties shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
 
ARTICLE VI: RELATIONSHIP OF PARTIES
6.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Integrator, and Integrator shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
 
In witness whereof, the parties have hereto caused their respective Signatures and Company seal to be affixed the day and year first hereinabove mentioned.
 
 
 
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