UNIEKARTMARKETING AND DISTRIBUTION AGREEMENT

Uniek Ventures / Uniekart Service / Marketing and Distribution Agreement

THIS Agreement is executed on this _____ Day of ______, 20__ by and between: _____________________________, having its registered office at ______________________________, India, acting through its authorized representative Mr. ________________________ (hereinafter referred to as“Seller” which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the First Part;

AND

________________________., a Proprietorship with Licence Number 130208062000128 an Indian Company Licenced under Section 447 of the Kerala Municipality Act 1994(20th Act of 1994), having its Corporate office at STADIUM COMPLEX 204 KUNATHURMEDU NEAR STADIUM BUS STAND, PALAKKAD, KERALA, INDIA, 678013 (hereinafter referred to as, “Uniek Ventures / Uniekart”. which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the Second Part.

(Seller and Uniek Ventures / Uniekart may be referred to as ‘Party’ individually and as ‘Parties’ collectively, as the context may require).

RECITALS

Uniek Ventures / Uniekart carries on the business inter alia, of the business of sales promotions, marketing, fulfillment services, and collection services. Uniek Ventures / Uniekart owns a website which is an online market place, where users of the Website can place order/(s) on various listed Seller to fulfill the same. Uniek Ventures / Uniekart’s role is limited to managing Website (defined below) over which the products are displayed and other incidental services are provided to enable the transactions between the Sellers and the Buyers.

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. Definitions:

I. “Buyer” shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services.

II. “Order” shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services.

III. “Website” means ‘www.uniekart.com’ and instances of the same

IV. “Seller Panel” means a uniform resource locator (“URL”) provided by Uniek Ventures / Uniekart to Seller with a unique login and password to update the order status, price and inventory on the same.

ORDER MANAGEMENT:

1. Uniek Ventures / Uniekart reserves the right to select the products to be displayed on its Website. Uniek Ventures / Uniekart also reserves the right to determine the Sellers who may sell on the Website.

2. Uniek Ventures / Uniekart shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Uniek Ventures / Uniekart on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.

3. Uniek Ventures / Uniekart shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of product to the end Buyers. Uniek Ventures / Uniekart will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Seller Panel” and packaging guidelines shall be shared through e-mail. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by Uniek Ventures / Uniekart or any other mode as may be notified by Uniek Ventures / Uniekart from time to time.

4. On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Uniek Ventures / Uniekart will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above, Uniek Ventures / Uniekart will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by Uniek Ventures / Uniekart from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.

FINANCIAL TERMS:

1. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure-1 for all the orders received through Uniek Ventures / Uniekart.

2. Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT/GST. Seller authorizes Uniek Ventures / Uniekart in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by the Uniek Ventures / Uniekart from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by Uniek Ventures / Uniekart and has notified the same to Uniek Ventures / Uniekart. All such withdrawals will take effect within 12- 24 hours from notification to the Uniek Ventures / Uniekart. Uniek Ventures / Uniekart further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.

3. Uniek Ventures / Uniekart shall release the payment on the following basis, i.e., the products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd of every month and from 24th to end of the month. Uniek Ventures / Uniekart shall make the payment by way of account payee cheque /RTGS/ NEFT on 17th, 25th of same month, and 3rd & 11th of the next month, respectively after deducting Uniek Ventures / Uniekart’s fee as per Annexure-1.

LOGISTICS AND CONSUMER RIGHTS:

1. The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only. As a large market place, Uniek Ventures / Uniekart will extend its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, any damage to the product in transit due to mishandling by the logistic partner, Uniek Ventures / Uniekart will facilitate the recovery from logistic partner. All orders placed on Website are covered under “Trust Pay” programme; hereby Seller agrees to fulfill the commitments made under the abovementioned programme specified at the Website at URL http://www.uniekart.com. The said programme protects Buyer against inadequate or non-performance by Seller.

2. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD (Non- Cash on Delivery), which are refused/not accepted by the Buyer at the time of delivery.

3. Seller will offer standard manufacturers or seller warranty actually associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the product at the time of dispatch of the products, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.

INTELLECTUAL PROPERTY RIGHTS:

1. Seller recognizes and confirms that Uniek Ventures / Uniekart has the exclusive right to supervise, allow and reject the contents of the Website. Uniek Ventures / Uniekart shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.

2. Seller hereby grants to Uniek Ventures / Uniekart the right to display/delist the product (as updated or to be updated by the Seller on the Seller panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has the necessary rights to grant such permission to Uniek Ventures / Uniekart and agrees to indemnify Uniek Ventures / Uniekart in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.

3. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Uniek Ventures / Uniekart, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Uniek Ventures / Uniekart’s website “www.uniekart.com” or any other information which is treated as confidential by Uniek Ventures / Uniekart, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify Uniek Ventures / Uniekart against the breach of this clause.

REPRESENTATION AND WARRANTIES:

1. Seller shall, at all times and to the complete satisfaction of Uniek Ventures / Uniekart and without demur indemnify and hold Uniek Ventures / Uniekart harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Uniek Ventures / Uniekart by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.

2. Seller hereby declares and confirms that it deals in original, legitimate and genuine quality products which are either self-manufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure-2.

MISCELLANEOUS:

1. If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held at India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.

2. This agreement may be terminated by Uniek Ventures / Uniekart or the Seller by giving 30 (thirty) days’ notice in writing. Provided, in the event of a material breach of the terms of this Agreement, Uniek Ventures / Uniekart may terminate this Agreement at any time.

3. Both parties agree for followings:-

I. Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.

II. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.

III. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.

Seller agrees to pay a registration fee of Rs. 2500 which is not refundable at the time of registration along with this agreement.

IN WITNESS WHEREOF the Parties hereto have entered into this Agreement the day and year herein above written.

Signed and Delivered by The Authorized Representative of Parties to this agreement:

For and on behalf of

Annexure 1

1. Service Fee / Marketing Fee :- Seller shall pay marketing fees to Uniek Ventures / Uniekart as per below mention table :-

NOTE: MARKETING FEE, PAYMENT COLLECTION FEE, LOGISTICS SERVICE PROVIDER FEES AND APPLICABLE SERVICE TAX AND OTHER GOVT. LEVIES AS APPLICABLE WILL BE CHARGED EXTRA.

Universal Enterprise / Uniekart may, at its sole discretion, reduce or vary the above-mentioned Universal Enterprise / Uniekart’s Service Fees / Marketing Fees (whether charged independently or in combination with other fee) from time to time on one or more Products (Category/Sub-category) as it may deem fit.

The perspective of Dynamic Service Fees / Marketing Fees focuses on how a Seller can benefit from the reduced Universal Enterprise / Uniekart’s Service Fees / Marketing Fees in achieving more and more Buyers’ demand and sale for itself.

Universal Enterprise / Uniekart may at any time at its sole discretion amend, modify or withdraw Service Fees / Marketing Fees made applicable on any Product(s), in such manner as it may deem fit. For the avoidance of doubt, the Universal Enterprise / Uniekart’s Service Fees / Marketing Fee if so reduced may be increased by Universal Enterprise / Uniekart as and when deemed appropriate within the limits of Universal Enterprise / Uniekart’s Service Fees / Marketing Fees as provided in commercial terms policy.

Logistics Service Provider Fees:- Seller shall pay the Logistics Service Provider Fees as per below mention table:-

Delhivery Commercials for -- SURFACE Lite

Delhivery Commercials for -- SURFACE 5KG + HEAVY

Delhivery Commercials for -- EXPRESS

**** dead weight or volumetric weight whichever is higher.

Further, in case of return or replacement of product due to any reason as mentioned in agreement or below mention table, Seller shall be liable to pay charges as per the below mention table: -

Note: In the case of fulfillment center facility Sr. No 1 of the above appended table is not applicable.

3. Following details are required from Seller :-

• VAT No / TIN No

• CST No

• TAN No ( if applicable)

• PAN No

• Copy of one Cancelled Cheque

Annexure 2

To whomsoever it may Concern

The Seller hereby declares and confirms that it has the requisite permission to deal in the products represented through the brands ____________________. It has procured the authentic, original and genuine products from legitimate channels and has the right to enter into this agreement with Uniek Ventures / Uniekart, allowing it and/or its agents and marketing partners, to arrange the display with an objective to sell and distribute the products to end consumers. The Seller hereby declares and confirms that in the fulfillment of its obligations under this Agreement, it will not infringe any intellectual property rights of Uniek Ventures / Uniekart or any other third party.

(Authorised Signatory)