B2B Agreement | Parragon Publishing India

B2B Agreement

PARRAGON PUBLISHING INDIA PRIVATE LIMITED is a company registered under Companies Act 1956 having its Business Office at B-38, Sector-5 NOIDA-201301 & having its Registered Office at 43/15, East Patel Nagar Delhi 110008 hereinafter called “the COMPANY”. The Company owns and operates an e-commerce business selling books at www.parragonpublishing.in (“WEBSITE”). Buyers/Resellers/Distributors/Wholesalers ("the BUYER") registered with the Company can purchase via placing the order through their account maintained with the Company.

AND

The COMPANY and the BUYER are collectively referred to as ‘Parties’ and individually as ‘Party’.

IN CONSIDERATION OF THE MUTUAL OBLIGATIONS HEREIN CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSES AS UNDER:

The following terms and conditions inter alia along with the terms and conditions and privacy policy available on the Website constitute a definitive agreement between Company and Buyer for access and use of the Application for availing the Services ("Agreement"). By clicking the 'Accept' or similar option and registering or using Services, Buyer agrees to be bound by the terms and conditions of this Agreement including permitting the sale of the products listed by Company. Buyer’s continued use of the Application and the Services signifies Buyer’s acceptance of the changes to this Agreement made at the Company’s discretion, as reasonably intimated to Buyer on the dashboard after login to the account on a website. This Agreement shall prevail over any prior or contrary understanding between the Buyer and Company. The company has the right to amend, update and/or modify the terms of this Agreement at its sole discretion without prior intimation to the Buyer. Provided, however, Company may intimate the Buyer of any such change by sending an email on the registered email id of the Buyer and/or displaying any such change on the Website and/or by displaying on the dashboard of Buyer.

1. GENERAL TERMS

In this Agreement, unless the context otherwise requires:

  • A reference to an agreement shall include all amendments, modifications, and supplements thereto.

  • The headings and subheadings are inserted in this Agreement for convenience and identification only and are to be ignored for the purposes of construction except to the extent that the context otherwise requires.

  • Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.

  • A reference to a day means a calendar day.

  • A reference in the singular shall include references in the plural and vice versa.

  • Any pronoun or pronouns shall be deemed to cover all genders.

  • The words ‘hereof’, ‘herein’ and ‘hereunder’ and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

  • Terms defined in the Schedules hereto shall have the meanings assigned thereto in the applicable Schedules hereto when used elsewhere in this Agreement.

  • The Schedules to this Agreement form part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.

  • The words ‘written’ and ‘in writing’ include facsimile transmission and any other legally recognized means of reproducing words in a tangible and permanently visible form with confirmation of the transmission.

2. REGISTRATION AND ENROLLMENT

  • In order to avail of the Services, the Buyer must complete the registration process available on the Website. Such registration and use of Services are limited to parties who can enter into a legally binding agreement and are competent to contract as per the Indian Contracts Act, 1972. Buyer represents that, it is not a minor i.e. under 18 years of age. If Buyer represents a business entity, Buyer warrants that it is legally authorized to make representation on behalf of such entity and bind it to this Agreement.

  • To proceed with the registration process, Buyer shall be required to furnish various details including its (or its business') legal name, address, PAN no., GST No.,  phone number, e-mail address, bank account details, Signing authority details, details as well as any other information as Company may request. In case Buyer provides Company any personal data, it will be handled as per Company’s Privacy Policy.

  • Buyer agrees that Company, at its sole discretion, retains the right to terminate or suspend its account or indefinitely block Buyer from accessing the Website, in case Buyer provides Company or there is a reasonable ground to suspect that Buyer has provided Company with any untrue or inaccurate or incomplete or out-dated information or has in any manner either committed or being a part of any fraud or other unlawful activity.

3. ORDERING TERMS

  • All purchases from this website by the Buyer shall be governed by this agreement, the Company’s terms of use, and the Privacy Policies available on the website.

  • We offer outstanding products at competitive and discounted prices, and a great selection through our comprehensive catalog to the Buyers associated with us.

  • Our Online Catalogue offers discounted prices to our Buyers, who buy in volume. As such, we have a policy for the minimum order size:

  • Minimum order Value- INR 10,000/- in a single order.

  • We reserve the right to increase or decrease quantities to meet our minimum pack size requirements.

  • We understand that our Buyers may occasionally wish to place smaller orders, and our shopping cart may accept orders below our minimum order value. However, in such cases, we will charge shipping fees on the basis of an actual to successfully deliver the order at Buyer’s location registered with us. We encourage you to support our policies so that we can continue to offer a wide selection at great prices.

  • On placing an order for buying any product from this website, the Buyer has to provide the required details to fulfill the order. While providing their details, Buyers are required to be careful and warrant that the information provided is true and accurate.

  • Any order to purchase a product that Buyers place on this site is subject to acceptance by the company. When Buyers place orders online, they will be notified via email confirmation of receipt of the order. If there is an error in the order confirmation, Buyers should contact Buyer care immediately by email at talk2us@parragonpublishing.co.in

  • The company may refuse or may be unable to process the orders if:

  • The payment mode does not give authorization for the payment of purchase price.

  • Buyers do not meet the eligibility to order criteria set out above.

  • Buyer must notify company instantly if any particulars are inappropriate. If payments have not been accepted, the Buyer shall be informed of this in writing along with the reasons. Company’s Buyer-care team shall be happy to support the Buyer if there is an issue with the orders/payments/returns/any-other Buyers can contact company’s back-office team at E-mail: talk2us@parragonpublishing.co.in and Mobile No.: +91 9953596041, for any query or problem.

  • The company takes Buyer feedback very seriously and uses it constantly to improve its products and service quality.

4. DISCOUNT

  • The BUYER shall be entitled to a discount at a mutually agreed discount on the catalog/printed prices.

5. DELIVERY

  • For orders placed by the Buyer, the delivery may be made in a single shipment. Dispatch of the order usually takes 2-3 business days from the date of order placement. Upon placement of the order, estimated shipping and delivery timelines shall be available on the order details page. Delivery dates can vary depending upon the location of the Buyer and upon the availability of stock.

  • The estimated delivery times are indicative; hence there may be some unforeseeable delays, which are beyond the company’s control. In the event, the Company is unable to deliver the Product within the estimated delivery date due to any reason; Buyer shall be notified by e-mail of the reason for any such delays. The buyer shall have the right either to cancel the ordered Product or wait for the Product to be delivered. Please note that orders may be canceled due to:(i) unavailability of the Product ordered; or(ii) at Buyer’s instructions, in the event of failure to deliver the Product on the expected time of delivery by the company’s delivery partners. Buyer agrees that the Company shall not be liable to pay for any damage or loss either direct or indirect owing to such cancellation of the order or delay in delivery.

  • Tracking Facility: On dispatch of the Product, the Buyer will receive an email with the details of the tracking number and the courier company. Orders may also be tracked, by clicking the ‘My Orders’ option on the “My Accounts” page. The order status can be tracked after 24 hours from the time of dispatch.

6. INTELLECTUAL PROPERTY RIGHTS & TERRITORY RIGHTS

  • The Parties agree that this Agreement will not be deemed by implication or otherwise to grant to the Buyer any right in any trade secrets, trademarks, trade names, know-how, certifications or other intellectual property licensed to the Supplier by the Company or its Affiliates (the “Intellectual Property”) and all use thereof by Buyer shall inure to the benefit of the Company and its Affiliates, and the Buyer shall not, now or in the future, apply for or contest the validity of any Intellectual Property or apply for or use any term or mark confusingly similar to any Intellectual Property. The Buyer acknowledges that the Company and its Affiliates are the owners of the Intellectual Property and also undertakes not to challenge, directly or indirectly, the rights of the Company or its Affiliates associated with the Intellectual Property or otherwise jeopardize the Company or its Affiliate’s rights over the Intellectual Property.

  • The BUYER covenants that the books purchased in terms of this Agreement shall be sold only within the territorial Boundary of India/Nepal/Bhutan to the Trade channel/Own Retail stores.

  • The BUYER agrees to abide by the territorial restrictions laid down by the COMPANY and not to infringe the intellectual property rights of the COMPANY or its authors in any manner whatsoever.

  • The Buyer has been exclusively authorized to sell the Products through brick and mortar stores, specifically excluding online sales whether directly or indirectly through Buyer’s subsidiary company or holding company or any third party/parties, distribute and market products under the brand “Parragon”.

7. PAYMENT

Payments shall be accepted through the following modes at the time of placing the order via:

  • Online: Credit Cards, Debit cards Online Bank transfers, NEFT, IMPS, RTGS

  • UPI (BHIM, Google-pay, Phonepe, Paytm, Razorpay, etc.)

8. COPYRIGHT

  • The Buyer shall promptly bring to the notice of the Company any and all instances of violation of the Company’s Copyright in the books and shall provide all assistance and cooperation which maybe required by the Company to protect its Copyright, but at no cost to the Company.

9. TERM AND TERMINATION

  • This Agreement shall continue in full force until the Buyer uses the Website and avails the Services (the "Term") unless terminated earlier by either party. Either party may terminate this agreement by issuing a prior written notice of 30 days for terminating this Agreement without cause at any time during the Term.

  • Notwithstanding anything contained in this clause, the Company reserves the right to terminate this agreement if the buyer violates any of the terms and conditions mentioned in this agreement or the terms of use of the website.

10. NON – EXCLUSIVE

  • The parties hereby agree that nothing herein shall imply an exclusive relationship between the parties.

11. FORCE MAJEURE

  • Neither Company nor Buyer shall be deemed to be in default or have breached any provision of this Agreement solely as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from any act of God, civil or military authority, civil disturbance, war, laws, regulations, acts or orders of any government or agency or official thereof, or any other occurrences beyond the party's reasonable control.

12. CONFIDENTIALITY

  • The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties.

13. SEVERABILITY

  • If any provision of this agreement shall be found by any Court, Government, local authority or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provision not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

14. RELATIONSHIP

  • The BUYER shall have no authority or power to bind the COMPANY or to contract for or on behalf of the COMPANY in any way or for any purpose, unless specifically authorized by the COMPANY, in writing.

15. ARBITRATION

  • That in the event of any dispute, difference, or claims arising under the conditions of an agreement or in connection with this Agreement (except as to any matter, the decision of which is specifically provided by the special conditions) the same shall be referred to the arbitration of the Sole Arbitrator to be mutual. The award of the arbitrator shall be final and binding on the parties to the agreement. That the arbitration shall be in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory amendment thereof and the Venue of the Arbitration shall be in Delhi and the Language of Arbitration shall be English and the award shall also be made in the English Language.

  • In the event of the Arbitrator dying, neglecting or refusing to act or resigning or being unable to act for any reason/s, or his award being set aside by the court for any reason/s, it shall be lawful for the Director of the company to appoint any other arbitrator in place of the outgoing arbitrator in the manner aforesaid.

  • That the Fees of the Sole Arbitrator shall be paid equally by the Claimant & the Respondent; subject to however the final adjudication of Costs by the Arbitrator at the time of the award.

  • The award of arbitration shall be final and binding on both parties.

16. GOVERNING LAW

  • The fulfillment of the obligations by the Parties hereto in terms hereof shall be subject to the governing law which shall be that of the Republic of India.

17. JURISDICTION

  • That without prejudice to the Arbitration clause, above, the Courts at Delhi, India alone shall have exclusive jurisdiction in all matters.

18. ENTIRE AGREEMENT

  • This agreement supersedes all oral and written representation and agreements between the parties including, but not limited to any earlier agreement relating to the subject matter hereof, any other agreement between the parties in relation to the subject matter thereof.

19. NOTICES

  • Buyer consent to receive notices through any mode including SMS, e-mail, phone calls, etc. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be deemed duly given if sent electronically, by registered or certified mail, return receipt requested or postage prepaid and addressed to the intended recipient as set forth below:

In the case of notices to Company:

Address: Parragon Publishing India Private Limited

B-38, Sector-5, Noida, Uttar Pradesh-201301

Attn.:    Buyer Support

E-mail:  talk2us@parragonpublishing.co.in

In the case of notices to the Buyer:

To such address as provided for the registration process.