Vendor Agreement

E-Commerce Vendor Agreement

This E-commerce Vendor Agreement/Contract (“Agreement”) is made and entered into on ___________,2021 be……………………………………………….S/o/D/o/W/o………………………………………………………..,   hereinafter referred to as Vendor, which expression shall unless repugnant to the context mean and include their respective heirs, legal representatives, executors, administrators, agents and assigns, of the First Part;

AND

PASTCART a sole proprietorship  having its registered office  at Sector2/B,Q.no-1-220,B.S City, Jharkhand -827001 represented by Mr Anil Kumar Tripathi , which term whenever the context requires or admits shall mean and include its executors, administrators, legal representative, successors in title and assigns, as a Second Part.

WHEREAS:

A.                Vendor is engaged in selling Old comics, paintings, meteorites, old radio, antiques, artefacts, coins, postal stamp, cassettes, tapes, video cassettes, Photography, Newspaper Cuttings, Macramé, Madhubani paintings, local artworks, handmade paintings, Short stories Collection book, Freebies etc

B.                 Vendor is desirous of accessing an Online Platform of PastCart to sell his aforementioned articles and the Past Cart has agreed to provide his Online Platform of PastCart which is www.pastcart.com upon the following terms and conditions.

C.                The above referred Vendor and PastCart are hereinafter collectively referred to as “Parties” and individually as “Party”.

NOW THIS AGREEMENT WITNESSETH HEREWITH:

1.                Definitions

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

1.1.            “PastCart” shall mean Past Cart which term whenever the context requires or admits shall mean and include its executors, administrators, legal representative, successors in title and assigns.

1.2.            “Customer” shall mean any individual, group of individuals, firm or any other entity placing an order for the Products of the Vendor through the Online Platform.

1.3.            “Price” shall mean the cost at which the Products are to be delivered to the Customer Exclusive of shipping charges, if any.

1.4.            “Effective Date” shall mean the date on which this Agreement is executed.

1.5.            “Form” shall mean Form for Ecommerce Service Agreement to be filled in and executed by the Vendor online or any other mode as prescribed by PastCart at the time of execution of this Agreement.

1.6.            “Vendor” shall mean the entity incorporated or otherwise more specifically described hereinabove, which/who sells its products through the Online Platform of PastCart and more particularly described in the attached “Form”.

1.7.            “Online platform” shall mean a virtual electronic platform provided by the Pastcart for sale of the Vendor’s Products either through web site of the PastCart which is www.PastCart.com or any other gadget or instrument displaying the particulars of the Vendor’s Products available for sale, or any other means by which the Customer places an order for the Product of the Vendor.

1.8 “Order” shall mean an order for purchase of products offered by the Vendor wherein customer has agreed to purchase the product offered by the Vendor upon the terms and conditions and at the Price indicated on the Online Platform of PastCart.

1.9.            “Products” shall mean merchandise products of the Vendor put up for sale on the Online Platform of PastCart by the Vendor.

1.10.        “Selling Price” means the sale price of a product inclusive of delivery charges and applicable taxes.

1.11.        “Pastcart.com” means an Online Platform of PastCart owned and operated by the PastCart that facilitates the shopping transaction between the Vendor and the Customer.

1.12.        “Shipping Charges” shall mean the logistics/courier/postal charges/or such charges known by any other name which are incurred for delivering the products to the Customer including all taxes incurred for delivering the product(s) to the Customer.

1.13.        “Shipment Cost” shall mean the cost and taxes recovered by the PastCart from the Vendor per order for handling the logistics for the Vendor.

1.14.        “Service charge” shall mean the margin per transaction charged by the PastCart to the Vendor at the rates agreed to between the parties, upon the sale of product on Online Platform.

2. Registration with PastCart

Before availing the Online Platform of PastCart, the Vendor, apart from executing this agreement, has to register itself on www.PastCart.Com. It is to be noted that all the registration activities will be done via online mode only. A member of the PastCart team will provide necessary assistance, if required. The vendor must also agree with the terms and condition via sending “I agree “reply via registered E-mail ID. Further, all the vendor must provide the  self attested scanned copy of Aadhaar card , Pan card , Cancelled Cheque, Passport size scanned photo and two contact numbers. Upon verification, the account will be activated. A hard copy of the agreement must be signed and send to the Registered office of the PastCart within 30 days from the registration.

3.                Arrangement

3.1.            The PastCart shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting and technology, customer support, 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 PastCart for the sale being affected through the Online Platform of PastCart created on the Pastcart.com website of the PastCart.

3.2.            Based on mutual discussions, it is agreed by and between the parties hereto that the Vendor shall put up for sale its Products on the said Online Platform, subject to the terms and conditions hereinafter contained. Vendor further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Pastcart (incorporated in this agreement by way of reference and forms part of this Agreement) along with this Agreement.

4.                Consideration and Payment Terms

4.1. All Vendor/ Seller/ Owner must pay a Service Charge of 10 percent (30 percent in case Vendor account is handled by the PastCart) to that of the price of the product to the PastCart for the use of the aforementioned Online Platform of PastCart.

4.2            The PastCart shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Platform. In consideration of the services rendered under these presents, the PastCart shall charge the Services charges to the Vendor at the rates specified by the PastCart in point 4.1. The PastCart shall pay the Vendor an amount recovered as Price minus the sum of service charges in respect of approved order(s) through the Online Platform.  Any amount to be paid to the Vendor by the PastCart shall be paid net of reversals.

4.3.            In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Product delivered”, Vendor agrees that the PastCart shall levy the applicable Service charges, plus a penalty not exceeding Rs. 500/-  and the said charges and penalty will be deducted from the amount due and payable to Vendor.

4.4.            Further, PastCart 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 all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the PastCart.

4.5.            Payment reimbursement of the Sale Proceeds to Vendor shall be done by PastCart in the following manner:

4.5.1.      Vendor shall prepare a consolidated advice list of all orders delivered to the customer once in a month for every 30 days.

4.5.2.      The PastCart shall within 15 working days of receipt of advice process the amount due to Vendor and settle the claim via online transfers/Cheque/Demand Drafts/any other mode as mutually agreed.

4.5.3.      The PastCart 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 Platform.

4.5.4 The settlement of the due money of the vendor will be done after 45 days and within 60 days.

4.6.            Vendor agrees to bear all the applicable taxes duties, or other similar payments (including GST) arising out of the sales transaction of the product through the Online Platform of PastCart and Pastcart shall not be responsible to collect, report, or remit any taxes arising from any transaction.

5.                Obligations of the Vendor

The Vendor shall:

  1.           Through the interface provided by the PastCart on the creation on Online Platform of PastCart of 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 Platform.  Products listed on Sale should belong to on or before 20th century i.e. on or before 31.12.1999 except handmade painting and original artworks made by artist himself. At least three images of the products must be uploaded by the vendor
  • On request made by the Customer or by PastCart, the Vendor, within 48 hrs of such request, must display the additional images of the products and the other descriptions as requested by the customers or PastCart. In case, the customer is unwilling to continue with his purchase request; the vendor must accept the customer decision. It may be noted that any kind of ill treatment by the Vendor towards customers may lead to Penalty not exceeding Rs. 5000/- or withdrawal of rights to sell on the Online Platform or both.
  • 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 and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Platform of PastCart and for which the said Online Platform of PastCart is created.
  • The products belong to theft categories/ violation of any standing rules of the land (i.e. self printed products without permission from the owner of original work) is strictly prohibited. It is a sole responsibility of seller to refrain from posting such products and to bear the consequences of any nature. PastCart will in no way be responsible for such acts of Vendor.
  • Vendor shall provide full, correct, accurate, true & detailed description of the product such as product condition, Volume no, Date of manufacture/publication, so as to enable the customers to make an informed decision.
  •  Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their Online Platform.
  • Vendor must have access to the Internet and its email account at all times to check the status of approved orders. On receipt of the approved order, Vendor shall dispatch / deliver the products within a period of 3 days  (7 days in case of original artwork) or within the time as specified in the product description on the Online Platform.
  • In respect of the orders for Products placed through the Online Platform, Vendor shall submit proof of dispatch to the satisfaction of PastCart within 48 hours of the request made by PastCart.
  1. 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 PastCart is a Facilitator, the Vendor hereby authorizes the PastCart to entertain all claims of return of the Product in the mutual interest of the Vendor as well as of the Customer.
  • Any complaints registered by the customer would get the prime importance and would be treated as prime facia evidence to take appropriate action against the Sellers which could be result in imposition of Penalty not exceeding Rs. 5000/-.
  • Vendor must update the Order Status including Airway/Courier/Speed Post Bill Number on a daily basis.
  • 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 PastCart. The breach of above condition may lead to imposition of penalty of Rs. 10,000/-.
  • The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Platform of PastCart and for which the Customer has placed the order.
  • Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the Online Platform of PastCart to the customer and paid by/charged to the customer.
  • The Vendor shall not offer any Products for Sale on the Online Platform, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
  • The Vendor shall ensure that they own all the legal rights of the Products that are offered for sale on the Online Platform.
  • The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
  •  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.
  • The Vendor shall at all time during the pendency of this agreement endeavour to protect and promote the interests of the PastCart and ensure that third parties rights including intellectual property rights are not infringed.
  • The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, CGST,SGST, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import/Custom duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.

6.                Warranties, Representations and Undertakings of the Vendor

The Vendor warrants and represents that

6.1.            They have the right and full authority to enter into this Agreement with the PastCart.

6.2.            All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.

6.3.            There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

6.4.            That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the PastCart. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import/Custom duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.

6.5.            That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the PastCart and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party 6. That they shall provide the PastCart with copies of any document required by the PastCart for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the PastCart.

6.6.            That 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 PastCart in this regard.

6.7.            Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the Online Platform) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.

6.8.            Vendor shall pay the PastCart a service charge as specified by the PastCart on every transaction it enables and that Vendor shall provide all completed transaction details to the PastCart for record keeping and reconciliation.

6.9.            That Vendor shall draw the invoice / bill directly in the name of the Customer.

6.10.        Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the PastCart, in so far as the same relates to services offered pursuant to the terms of this Agreement. Any kind of offline dealing of the vendors with the customers of the Pastcart will be treated as malicious act and the concerned vendor will be liable for the removal from the Online Platform.

6.11 All Vendor/ Seller/ Owner should enter into a legal E- contract/agreement before selling the products/Products on the Online Platform. Further hard copy will be sent to the vendor for the signatory purpose and same must be returned to the PastCart.

            6.12 In case of dispute, the decision of the PastCart would be considered as final.

6.13 If the product listed for sale does not get sold within 90 days, the seller should either reduce the price (minimum of 10 percent) or delist the product from the online platform.

6.14 Listing the product by the Vendor does not guarantee that the product will be sold and the PastCart will not pursue to make the product sold. However, the PastCart will try to advertise the product from its existing capabilities to reach to maximum customers, so that the sell could be effected.

6.15 While listing the product the vendor must provide the utmost detail of the products. He/She must fill the entire column of the description of the product properly. Any false claim or details may lead to imposition of penalty not exceeding Rs. 5000/- or to the banning of the vendor or both.

6.16 All Vendor/ Seller/ Owner must pay a Service Charge of 10 percent (30 percent in case Vendor account is handled by the PastCart) to that of the sell price of the product to the PastCart for the use of the aforementioned Online Platform of PastCart.

6. 17 Packaging and delivering the order within the timeline specified in clause 5(g) would be the sole responsibility of the Vendors.

6.18 Packaging must be done with utmost care. Any damage to the parcelled product will be the responsible of the concerned vendor and in case of damage, 100 percent amount will be refunded to the customer and applicable service charge shall be levied on the Vendor.

6.19 Profit sharing scheme- Since the PastCart believes in partnership and profit sharing mechanism, the first 100 listed Vendors who will register before 1st April, 2021. Such Vendors would get their share of profit made by online platform www.pastcart.com through levying service charge on sale of vendor products on www.pastcart.com. Such profit will be paid annually to the eligible vendors which would stand at max the 20 % of such total profit earned in a given financial year. For the purpose of calculating the profit, the financial year will start from 1st of April 2021. Percentage of such profit sharing will be decided by the PastCart for every financial year and that will be final.

6.20 In case the Vendor gets deregistered or he/she is delisted by the PastCart for any reason whatsoever, the Vendor entitlement for the profit sharing will also be nullified. It is to be noted that no due or current profit will be shared with the Vendor in such condition. The vendor entitlement for profit sharing scheme cannot be sold, transferred, leased etc to anyone except the Pastcart.com.

6.21 The criteria of the profit sharing would be effective with only those sellers who have listed a minimum of 250 products in a single financial year and able to sell at least 100 products.

6.22 The decision of PastCart administrator/Owner would be final in case of any dispute related to Profit Sharing Scheme.

6.23 Sharing of any confidential news, documents, products etc of PastCart will be considered as malicious act and the concerned person will be sued within local jurisdiction of Courts of Bokaro, Jharkhand.

6.24 The products which are offered for sale on PastCart.com by the Vendor cannot be offered or sold anywhere for the period it is listed on the Online Platform of PastCart and also after 6 months from the time it gets delisted/removed/withdrawn for sale from the Online Platform.

6.25 A product after delisting can again be listed on the online platform after a period of 30 days from such delisting from the online platform.

6.27 If a vendor is willing to end his/her venture with PastCart, He must givea written notice at least 45 days before ending his contract.

7.                PastCart reserves the right:

7.1.            Vendor agrees and acknowledges that the PastCart, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) etc. uploaded on the Online Platform of PastCart 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 Pastcart. In such an event, the PastCart reserve the right to forthwith remove/close the Online Platform of PastCart for the Vendor without any prior intimation or liability to the Vendor.

7.2.            PastCart reserves the right to provide and display appropriate disclaimers and terms of use on Pastcart.com.

7.3.            At any time if the PastCart believes that the services are being utilized by the Vendor or its Customer or by any person in contravention of any Indian or foreign law, the terms and provisions of this Agreement and Terms and conditions of use of  Pastcart, the PastCart shall have all 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 the Vendor, Customer to any person as the case may be, without liability to refund the amount to the Vendor, its customer or any person and to forthwith remove/block/close the Online Platform of PastCart  for the Vendor and furnish such details about the Vendor and/or its customers/or any person upon a request received from the Legal/ Statutory Authorities or under a Court order.

8.                Indemnity

8.1.            The Vendor indemnifies and shall hold indemnified the PastCart, its employees, representatives, agents, executors, administrators, legal representative, successors in title and assigns 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-fulfilment 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, CGST,SGST, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import/Custom duties, etc . For the purpose of this clause reference to the PastCart shall also include the Mobile Operators and such other agencies through whom the PastCart shall make the Online Platform of PastCart available to the Customers.

8.2.            This article shall survive even after the termination or expiration of this Agreement.

9.                PastCart not Liable

9.1.            The PastCart on the basis of representation and request by the Vendor has provided the Online Platform of PastCart to the Vendor on www.Pastcart.com to enable Vendor to offer the Vendor’s products for sale through the said Online Platform. This representation and request is the essence of the Contract.

9.2.            The PastCart shall under no 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, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party. Vendor agrees and acknowledges that Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its Online Platform of PastCart (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the PastCart harmless and indemnified against all such claims and damages.

9.3.            Further the PastCart shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

9.4.            The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the PastCart is merely a facilitator for sale of the Vendor’s Product, hence the PastCart is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The PastCart reserves its right to state appropriate Disclaimers on its website/ Online Platform.

10.                Term, Termination and effects of Termination

10.1.            Term:

The term of this contract/agreement will be 11 months and extendable on mutual agreement between both parties.  This agreement/contract can be cancelled by the PastCart at anytime without giving any reasonable cause. No notice regarding this will be served to the respective vendor. In any case, the decision of the PastCart Administrator would be the final one. If a vendor is willing to end his/her venture with PastCart, He must givea written notice at least 45 days before ending his contract.

.

10.2.            This Agreement may be terminated by the PastCart in the event:

10.2.1.      Vendor fails to make payment of the agreed amount/service charge/penalty amount, by giving 48 hours written notice,

10.2.2.      Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the PastCart.

10.2.3.      If a Petition for insolvency is filed against the Vendor.

10.2.4.      If the Vendor is in infringement of the third party rights including intellectual property rights.

10.3.            Effect of Termination:

In the event of termination/expiry of this Agreement, the PastCart shall remove the Links and shall discontinue display of the Products on Online Platform of PastCart with immediate effect. PastCart shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement. 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.

11.            Jurisdiction and Governing law

11.1.        The obligations, performance, interpretation and contents shall be governed by Indian law.

11.2.        Any dispute if arises will be handled within the jurisdiction of the Courts at Bokaro, Jharkhand.

12.            Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by Registered Post in each case to the addresses set out at the beginning of this Agreement.

13.            Intellectual Property Rights

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.

14.            Entire Agreement

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.

15.            Assignment

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the PastCart signed by an authorized representative of such Party.

16.            Confidentiality:

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 said information shall not be used by the Vendor 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 PastCart 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. PastCart shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

17.            Limitation of liability:

Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.

18.            Relationship of Parties

Nothing in this Agreement will be construed as creating any kind of relationship (save for the purpose of profit sharing scheme and strictly limiting to as per clause 6.19 to 6.22 of this agreement), partnership, joint venture, agency or employment between the Parties. The PastCart 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 PastCart.

19.            Waiver and Amendment

19.1.        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 authorised representative of the waiving Party.

19.2.        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.

20.            Force Majeure

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 an original and which shall together constitute one Agreement.

In witness whereof the parties have hereto caused their respective Signatures and PastCart seal to be affixed the day and year first hereinabove mentioned.

For   (Vendor)                                                            For (Pastcart)

—————————                                                  ______________________

Name:                                                    Name:

Designation:                                           Designation:

Witness (1): ________________                     Witness (2): ________________

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