TERMS & CONDITION for Sellers
Consignment Agreement
This agreement and all its terms and conditions (the “Agreement”) govern our relationship concerning all products that are delivered to The Mainstreet Marketplace (“we” or “us”) for sale by you (“you” or “Consignor”). On receiving the consignment, we reserve the right in our sole and absolute discretion to accept or reject any or all products without incurring any liability to you. A detailed confirmation is issued to you, when your products are deemed eligible for consignment sale by us. This confirmation states the quantity and description of such products and the price you set (“Ask Price”) with respect to such products (each a “Confirmation”). Once the Confirmation is sent to you, you have 24 hours to notify us in writing of any discrepancies in the products as listed and/or any objections. If we do not receive any objections from you in writing, you will be deemed to have accepted the Confirmation which shall then be an exhibit to and form part of this Agreement. You shall fully and accurately fill out and execute such additional forms as we may request from time to time including, without limitation, tax forms (the “Forms”). Each submitted Form shall be considered an exhibit of this Agreement.
With respect to all products that you deliver to us, you represent and warrant that: (i) you are the valid and lawful owner of the products with the full legal right to offer and sell them, and to enter into this Agreement; (ii) if you are an individual, you are 18 years of age or older and a resident of India or, if you are under 18 years of age, your parent or guardian confirms these representations and this Agreement; (iii) none of the products are subject to any lien, encumbrance, security interest or other adverse claim; (iv) all of the products are original, genuine and authentic, and fully conform to the description stated in the applicable Confirmation.
In the event that the products delivered constitute “Counterfeit Products”, we shall at our expense promptly replace such products with genuine products conforming to the requirements of this Agreement. We will attempt to contact you at least twice regarding any such rejection. If we do not hear back from you within 30 days of our last notification, including for any rejections where we believe in good faith that any of the products are counterfeit or otherwise unlawful, we will donate or destroy the products or otherwise deal with it, at your expense, without our incurring any liability to you, even if you challenge our determination or our determination is later found to have been wrong so long as it was made in good faith.
Notwithstanding any other provision of this Agreement, you shall be liable for all costs relating to the removal or replacement of Counterfeit Products, including without limitation, our or our customer’s costs of removing such Counterfeit products, reinserting genuine products, and any other incidental and auxiliary costs. The remedies available under this Agreement are in addition to any other remedies that we may have available in law or in any other provisions in this Agreement.
You will also be liable to pay for damage suffered by us as mentioned in the Charge Policy, and may be amended from time to time in addition to you being debarred from selling to us for a period of 12 months.
"Counterfeit products" are goods that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including without limitation unauthorized copies, replicas, or substitutes. The term also includes authorized goods that have been damaged but are altered and misrepresented as acceptable.
Please note all Charges can be found in the Charge Policy, and may be amended from time to time.
We may offer the products for sale at such price and in such manner as we deem appropriate in our sole discretion, including in our retail stores and/or on one or more of our websites, mobile applications, or third party websites so long as we pay you as set forth in Section 4: Proceeds of Sales below. You may lower or raise the price for any products which have not yet been sold at any time on written notice to us, but if you seek to raise the price, the new price shall be subject to our approval in our sole discretion. We make no guarantee as to whether, when or at what price any of the products may or will be sold, and we shall have no liability in the event any of the products fails to sell, except that we shall not sell the products and pay you less than the price you set and to which we agreed.
If, as and when products are sold and proceeds are actually received by us, we will pay you the Ask Price and confirm in the applicable Confirmation, less commission and the Payment Processing Fee (the “Net Proceeds”). We have the express right to withhold payment to you if any required Forms are not fully and accurately filled out, executed, and submitted to us. Please note, non-Indian sellers may be subject to additional payment fees depending on their location.
Either you or we may, at any time, elect to withdraw any or all of the products which have not yet been sold, and will notify the other in writing of the decision to do so. If you elect to withdraw products, you will be responsible for the Withdrawal Shipping & Handling Charge, which must be prepaid by you. If you choose to withdraw the product before completion of 30 days from the date of receipt of the product by us, in addition to other charges, there shall be early withdrawal charges levied as per Charge Policy, as may be amended from time to time. We may require you to sign a receipt confirming the delivery of the returned products to you in satisfactory condition.
At all times prior to our sale of products, title to and ownership of the products will remain with you, except that we have full authority to effect the sale of such products in accordance with the terms of this Agreement. For administrative and other convenience, the products may be first bought by us before selling to the end customers in which case the title and ownership would pass on to us as per the general provisions of law.
We shall store the products in such a manner as to reasonably protect them from damage or deterioration and shall clearly identify them as your property.
We will use reasonable care in the handling, display and storage of your products. However, in the event any of the products are lost, stolen, damaged, or destroyed by fire, flood, customer handling or other causes beyond our reasonable control, the risk of loss remains with you, and we assume no responsibility or obligation to make any payment or reimbursement in respect of any such loss or damage, or for any special or consequential damages, except to the extent of any insurance proceeds that we actually collect in respect of such products. We make no representation or assurance that we will have insurance coverage for your products, or that, if we do, our insurance will provide coverage for the products, or for the amount which any insurer may pay in respect of any casualty relating to the products.
From time to time, purchasers may make claims or seek adjustments arising from defects or other claimed deficiencies of the products. We reserve the right, in our reasonable discretion, to make allowances and/or accept returns of products, as per the current
Returns policy and/or any other rights to reject/return products granted to customers by applicable laws.
You shall defend, indemnify, and hold harmless us, our directors, officers, employees, agents representatives, successors and assigns (each an “Indemnified Party”), whether acting in the course of their employment or otherwise, from and against any and all loss, cost, expense, damage, claim, demand or liability (including reasonable attorney and professional fees and costs) arising from your negligence, willful misconduct or breach of this Agreement. An Indemnified Party shall have the right to participate in the selection of counsel and you shall not enter into any settlement agreement that contains any admission of liability on our part and/or any other Indemnified Party.
You acknowledge that purchase of Counterfeit Products will cause us irreparable harm and that we shall have the right to equitable and injunctive relief, in addition to monetary damages.
To the extent that you provide us with products other than by in-person delivery at our retail store or such other location as we may elect from time to time, you and we will nonetheless endeavor to implement the terms and conditions of this Agreement as closely as possible, including the issuance of Confirmations by mail, overnight courier or e-mail, notification of sale by mail or e-mail, and return of any unaccepted or unsold products to you by such means as you designate (with all shipping charges to be pre-paid for by you.)
From time to time during the term of this Agreement, each of us (as the “Disclosing Party”) may disclose or make available to the other (as the “Receiving Party”) information about its business affairs, products and services, forecasts, confidential information and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” constitutes “Confidential Information” hereunder. We consider your identity and any information from which you can be identified including, but limited to your, name, physical address, email address, nickname, social media handles and social security number your Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than resulting from, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third- party source, provided that the third party is not and was not prohibited from disclosing the Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (v) must be disclosed under applicable law. The Receiving Party shall, for three (3) years from receipt of the Confidential Information: (1) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any the Confidential Information to any Person, except to the Receiving Party's representatives who must know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
