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Annexure1|
Annexure2
						MEMORANDUM OF UNDERSTANDING

These are the terms and conditions governing the suppliers use of the website www.kimaya.biz a division of Kimaya Shoppe Limited (KSL) (hereinafter referred to as "the Site"). This Agreement is effective upon acceptance in registration for new registering users. If any clause of the Agreement shall be deemed invalid, void or for any reason unenforceable, such clause shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the Agreement.
The supplier must read, agree with and accept all of the terms and conditions contained in this Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before he may become a member of kimaya.biz. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a kimaya.biz user.
KSL represents various reputed brands/companies for the purpose of marketing, indenting, exporting and customer servicing and is active in catalogue based shopping services and retailing.
The Supplier, is a manufacturer / authorized distributor / bulk importer of the specified products and has represented that he has the requisite infrastructure for continuous supply of quality products to fulfill the requirement of KSL, KSL's business associates and its customers. He represents and warrants that he is fully aware of the business plan of KSL and after exercise of due diligence, considering this as a good business opportunity, has approached KSL to market its specified products.
The broad terms and conditions agreed are as detailed below:
1.          The Supplier and KSL will adhere to the terms and conditions of this Agreement.
2.          KSL will market the supplier's products as per Annexure - 1 in its product catalogues form as per the terms of this Agreement.
3.          Commercial, Operations and Logistics Terms.
a.    KSL will charge the supplier fixed fee per month per product insert as product listing fees plus taxes as applicable in the product catalogues and released by KSL and approved by supplier from time to time.
b.    The supplier will remit 100% of this amount to KSL in advance
c.    For printing purpose the supplier will provide for high-resolution product and logo images for all the products given in Annexure 1.
d.    The product information will be printed in catalogues as per Annexure 2. The supplier agrees to provide information for all the points mentioned in Annexure 2.
e.    Supplier will keep adequate stock of the items agreed upon to be supplied as per Annexure 1 in his own warehouse, or at any other location from which it can be dispatched to the customer with in seven working day.
f.    The supplier has updated all the required product information on KSL website before execution of this Agreement for all the
products mentioned in Annexure 1 of this Agreement.
g.  The supplier shall be responsible for maintaining the confidentiality of his account and password and for restricting
access to his computer and agrees to accept responsibility for all activities that occur under his account or password.
KSL shall not be liable to any person for any loss or damage which may arise as a result of any failure by the supplier to
protect his password or account. h.  The supplier warranties that all the information, patents and brands mentioned by him on KSL website or its business
associates website and printed in the product catalogue pertaining to the products supplied under Annexure 1 are correct
and binding on the supplier and the supplier has not done any wrong claims. Incase of any dispute arising due to any
issues pertaining to product quality, warranty, delivery time etc., the supplier agrees to make good to the end customer and to
KSLat his own cost. i.    The information regarding product warranty and other terms will be provided by the supplier in the product packaging. The
supplier agrees to honor all customer queries, complaints and calls regarding to product warranty as per the warranty terms for
that particular product.
j.    The customer will be billed at Kimaya shoppe price (KSP), which will be published in the Pricelist and catalogues.
k. For all orders booked through KSL by its customers or its associates, KSL will retain a margin between the KSP and the NPP (Net Purchase Price). This Net Purchase price will be derived as per Annexure 1 in case of direct dispatches as well as bulk dispatches and will be inclusive of basic price + packaging and forwarding charges + freight and insurance charges up to the first destination and will be exclusive of taxes.
l. The Net purchase price NPP for KSL always in form of a second sale from the supplier at the destination of the receipt of the goods.
m. While supplying goods to the direct end customer, the supplier will print the invoice from the web application software or will dispatch the goods on KSL's invoice, to the customer directly through a renowned courier company. This courier company should have online parcel tracking upto the end customer level. In this case the billing will be from Supplier to KSL at NPP in form of second sale and from KSL to customer at KSP. The commercial details are mentioned in Annexure 1.
n. For all sales being generated, KSL will intimate the supplier through its web application software or in form of written
communication or invoice. o. The freight costs will be borne by the supplier in case of direct dispatches to the customer. The NPP in case of these dispatch
will be as per Annexure 1. p. The supplier will ensure that the courier company has been handed over the material on the same day or in one working day of receipt of order.
q. The supplier will procure the standard packaging material from KSL approved vendors or packaging which has been approved by KSL.
The increase in the Net purchase price will not be considered unless approved in writing by KSL. A price increase, if any, approved by KSL shall become effective 90 days after Supplier's receipt of such approval.
Payments will become due and payable to the Supplier at 30th day from date of KSL's invoice raised on KSL's business partners or on direct customers. This payment will be made on the 1 Oth of every subsequent month after the payment becomes due e.g. if a payment becomes due on 5th April and another becomes due on the 25th April, both the payments will made on 10th May.
Every Purchase Order ("Order") whether written, faxed, or electronically transmitted to Supplier, is subject to all terms and conditions contained in this Agreement and shall apply to all purchases made by KSL regardless of whether such purchases are for resale, redistribution or internal use. The term "Supplier" means the Supplier designated on the Forms and any successor thereof. An Order is void unless issued by an authorized employee/agent of KSL.
4.         General Terms
a.    This Agreement will be valid for 3 Years after which it can be renewed subject to mutual consent of both the parties.
b.   Annexure 1 and 2 will form an integral part of this agreement. It will be the sole discretion of KSL whether or not to allow the product or new product from supplier to be displayed in any edition of any catalogue. The product listing will be subject to payment of product listing fees as released by KSL and approved by supplier from time to time.
c.    This Agreement and its annexures will be final on all the aspects of the relationship, including the commercial terms.
d.   When the supplier uploads his products on the KSL site or sends emails to KSL, he is communicating with KSL
electronically. The supplier consents to receive communications from KSL electronically. KSL will communicate with you by email or by posting notices on the Site. The supplier agrees that all agreements, notices, disclosures and other communications that KSL shall provide to the supplier electronically satisfy any legal requirement that such communications be in writing.
e.  Nothing in this agreement will be construed to constitute joint venture partnership or agencies between the parties. This
arrangement is strictly on Principal to Principal basis.
f.    The supplier agree to defend, indemnify and hold harmless at all times KSL, its employees, directors, officers, agents and
their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon the suppliers actions or inactions, which may result in any loss or liability to KSL or any third party including but not limited to breach of any Agreement or arising out of the suppliers violation of any applicable laws, regulations including but not limited to warranties, representations or undertakings or in relation to the non-fulfillment of any of the suppliers obligations under this Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights.
g.  This Agreement will be governed by Contract Law for interpretation of clauses or conditions other than mentioned in this
Agreement. h. The parties hereto agree to submit themselves to Arbitration as per the provisions of the Arbitration and Conciliation Act 1996
in the event of any dispute arising out of this Agreement. They also agree that the place of such Arbitration shall be Mumbai
onl y. i.     Both the parties further agree to submit themselves to the exclusive jurisdiction of the Courts in Mumbai in the event of
failing to resolve their differences arising out of this Agreement through Arbitration.
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