You may appoint Eshopbox as Seller of Record for selling of Your Products on Designated Channel. If You choose to avail the Seller of Record service as provided by Eshopbox, then the Seller of Record Policy will apply to You. By appointing Eshopbox as a seller of record, You engage Eshopbox as a reseller of Your Products on a Designated Channel in accordance with the terms hereof.
💡 Terms used in caps and not defined herewith shall have the same meaning as assigned to them in the Terms of Services.
1. Sale of Products
1.1 Eshopbox will seek one-time permission for acting as a seller of Your products on the Designated Channel. Except as provided above, Eshopbox will not be required to seek such permission at any interval of time during the term of this Policy.
1.2 Any and all decisions with respect to the listing of the Products, delivery terms, payment terms, and other ancillary terms and conditions as decided by Eshopbox with Designated Channel, will be final and binding on You.
1.3 Eshopbox shall have the complete discretion to decide whether it intends to list a particular Product with the Designated Channel, or undertake business with the Designated Channel in relation to You and any of your Products and the same shall be binding upon You.
1.4 All terms of listing and other terms of the Designated Channel with respect to the listing of the Products, payment terms, and other ancillary terms and conditions as applicable to Eshopbox will apply to You as if You are party to such terms and conditions. You understand that the Designated Channel may, from time to time, amend such terms and conditions without any prior intimation and/or consultation with Eshopbox. You acknowledge that if Eshopbox is of the view that the sale of the Product is adversely impacting its performance as a reseller, then it may discontinue the sale of such Product or Your engagement under this Policy, on an immediate basis.
1.5 Eshopbox shall require Product information which may inter alia include product description, product photography, product specifications for listing Your Products with Designated Channel in a prescribed format. You are solely responsible for furnishing the aforesaid information to Eshopbox, from time to time.
1.6 You agree to pay Channel fees such as commission fee, shipping fee, payment collection fee, referral fee, fixed closing fee. All the fees charged by the Designated Channel will be charged to You as reimbursement of expense. You understand that Channel fees might change from time to time and Eshopbox will inform You about such change within 45 (forty-Five) days from the date of such change in the fees structure.
1.7 You agree that if any incorrect fees have been charged due to incorrect Product information supplied by You, then the same shall not be reversed.
1.8 If there is a default solely at Eshopbox’s end, Eshopbox will reimburse You for the defect in service. Eshopbox's obligation to reimburse You shall be subject to a damage allowance of 0.5% of the Gross Merchandise Sales by Eshopbox as a Seller of Record during a particular Year.
1.9 Further, if required by Eshopbox, You shall provide all such documents to Eshopbox which shall evidence the fact that You have the right to sell the Products to Eshopbox, and that Eshopbox is further authorized by You to sell the Products through Designated Channel(s).
1.10 You expressly agree and provide rights to Eshopbox to use the product name, description, and images associated with the Product to make the Products available for sale from the Eshopbox seller account on various channels.
1.11 You agree to not direct any change of Product or pricing information to any Channel directly. In no event shall Eshopbox be responsible for any cause, damage, consequences as a result of Your direct communication to channel or channel representative.
1.12 On receipt of order from Designated Channel, Eshopbox shall be responsible to (a) pack each of Your products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date;
(b) retrieve Order Information at regular intervals
(c) Ship the Products throughout India (except to the extent prohibited by applicable law or this Policy);
(d) provide to Channel information regarding shipment and order status and tracking (to the extent available).
1.13 Eshopbox will receive and process returned Products, in accordance with the terms of the Designated Channel. To enable Eshopbox to provide repackaging service, You shall supply and store extra packaging material with Eshopbox from time to time.
2. Product Warranty
2.1 The Products supplied should carry its warranty on the Products, as applicable, and such warranty period shall commence from the date of sale of the Product by Eshopbox. However, Eshopbox will, in addition, and without prejudice to its right to return unsold Products, retain the right to return a Product which has been returned by Designated Channel (“Product Return” or “Return of Product”) for reasons of manufacturing defects or a variation in quality or other specifications represented by You.
2.2 You warrant that all its Products delivered at Fulfillment Facility:
(a) are of merchantable quality;
(b) are free from defects;
(c) are fit for their intended purpose;
(d) are of good material and workmanship;
(e) meet the needs of Eshopbox as set out in Eshopbox’s Purchase Order.
2.3 Any information provided by You together with Products concerning quality, purpose, user’s guide and operating instructions, descriptions, accompanying certificates or any other papers for the Products are correct, not misleading and complete in all material respects and Eshopbox shall have the unconditional right to use user’s guide, operating instructions, descriptions and other papers/images for redistribution.
2.4 You warrant that You have a clear title to the Products and that the Products are delivered free of liens or encumbrances.
2.5 The warranties in this Policy, Annexure and other warranties as may be prescribed by applicable law will extend to Eshopbox, its successors and assigns and will run through to any expiration date on the Products, or if no expiration date is stated, then for a period of twelve (12) months from the date of sale of Products.
3. Representation and Warranty
3.1 You represents and warrants that the Product Information
(a) is owned (or validly licensed for all uses required under the Policy) by You or is in the public domain,
(b) does not constitute defamation, libel, or obscenity,
(c) does not result in any consumer fraud, product liability, or breach of contract or cause injury to any third party. Subject to the terms of this Policy, You grant Eshopbox all rights to use the Product Information. You are responsible for providing all Product Information in the format prescribed by Eshopbox. Eshopbox may from time to time, reasonably request additional product information from You. Upon request from Eshopbox, You shall provide the Product Information to Eshopbox for performing its obligations as per the Policy.
4. Payment Settlements
4.1 The liability of Eshopbox to pay will arise only on the Sale of the Product. The payment will be made against the Settlement Value of a particular period.
4.2 Eshopbox shall make payments to You in a timely and reasonable manner as stipulated under the Policy. Eshopbox shall make payment through electronic funds transfer (EFT). Eshopbox will make payments in Local Currency only.
4.3 A Reconciliation activity to identify the precise number of Products sold during Calendar Month will be done at the end of the subsequent month. You shall share ledgers periodically and any balance confirmation should be signed off.
4.4 Eshopbox may choose to offset any amounts that are payable by You to Eshopbox (in reimbursement or otherwise) against any payments Eshopbox may make to You.
5. Return of products
5.1 Eshopbox will be governed by the Return of Product policy as adopted by the Designated Channel. Any damaged Product as returned by the Designated Channel will be provided to You and in this respect, any and all reimbursement as received from the Designated Channel will be paid to You.
5.2 In case of damaged return of Products from Designated Channel, Eshopbox will file a claim against damaged returns (as per the policy of the Designated Channel), and any and all reimbursement as received from the Designated Channel will be paid to You. Eshopbox will follow the procedure of the Designated Channel to claim damage allowance (as applicable) and Eshopbox obligation to reimburse You (on a best effort basis) shall be subject to 10% of the value of damaged returns.
You hereby agree that Eshopbox shall not be responsible in any manner whatsoever for any loss, damage, opportunity, loss of business, loss of payment etc, suffered or to be suffered by You which results due to the following:
In relation to Designated Channel:
any change in policy and /or terms of the Designated Channel ;
closure of business or any unit of business;
court order and any law/regulation issued by the Government authorities;
any act or omission to act by the Designated Channel.
7. Termination and rights upon termination
(a) Either You or Eshopbox may terminate the engagement under this Policy with 15 days prior notice to the other Party. Further, You understand and agree that Eshopbox may, in its sole discretion, and on an immediate basis, discontinue the engagement with any Designated Channel without any prior notice to You.
(b) Upon termination of ‘Seller of Record’ services, Eshopbox shall establish outstanding Settlement Value by calculating the Settlement Value pursuant to the sale of products and setting it off with Settlement Value pursuant to product returns post-termination and any fees that are payable by you to Eshopbox.
(c) The final outstanding balance will be calculated and settled in 120 days from the date of termination of 'Seller of Record' services.
(d) Without prejudice to the foregoing, the termination of this service pursuant to any of the provisions contained hereinabove, shall not limit or otherwise affect any other remedy (including a claim for damages) which Eshopbox may have arising out of the event which gave rise to the right of termination.
(e) The termination of this Policy shall not affect the respective rights and liabilities of the Parties hereto accrued prior to such termination.
(f) Any provision of the Policy that contemplates performance or observance after termination or expiration of the Policy will survive termination or expiration of the Policy.
(g) In the event of termination of this Policy by either Party, the Confidential Information and the Intellectual Property furnished by the disclosing Party under the terms and conditions of this Policy shall be forthwith returned to or destroyed by the receiving Party and a certificate of destruction signed by receiving party shall be submitted to the disclosing party within 14 days from the termination of the Policy.
8. Accounting and methodology
8.1 Products transferred to Eshopbox Fulfillment center should accompany a stock transfer note, or an invoice billed to you. Eshopbox will only provide an acknowledgement of actual goods received (GRN report).
8.2 Eshopbox will list products on the sales channel and will provide you with visibility to the orders which the Customers place on the sales channel.
8.3 Once a Customer places an order, you should virtually supply the products to Eshopbox.
You can consider this as continuous supply and invoices can be raised before receiving the payment for the products sold.
The invoice value of the products will be the same as the Order Item Value. The invoice will be due for payment only once Eshopbox has received the payment for the corresponding order from the Sales channel.
All the invoices issued to Eshopbox are on Sale or Return basis. In case the customer returns the products, you will issue a credit note for the same.
You shall raise an invoice and credit note following the relevant GST guidelines. Such invoice should have, among other things details like GSTIN number, billing address, shipping address, PO/Consignment Reference number. You should report these invoices and credit notes in your GST filings.
8.4 Eshopbox will make payment to you as per the settlement frequency and period agreed in Order Form. The calculation of the settlement value as follows :
Invoices paid - Invoices refunded - Channel Fees deducted + Claims reimbursed by Sales channel during the settlement period.
8.5 Eshopbox will also raise an invoice to reimburse Channel fees charged by the sales channel. You may deposit TDS on channel fees and submit digitally signed FORM16 to collect the TDS amount deposited.
8.6 You shall also collect TCS as per applicable rate if receipt of sale consideration from Eshopbox exceeds INR 50 lakh in a financial year. Such TCS amount needs to be deposited and reported in your GST filings.
8.7 In the event, you recall products from the Eshopbox fulfilment center; you will treat the movement of products as a stock transfer. There is no entry corresponding to this event in the books of accounts of Eshopbox.
8.8 You agree and undertakes to defend, indemnify and hold Eshopbox harmless against any denied tax credits as well as any interest, penalties, and all other charges/ expenses imposed on Eshopbox as a result of claiming tax credit due to
to a deficient invoice billed by you
incorrect reporting of transactions by you, or
inadequate documents provided by you, or
an invoice or other tax documents do not satisfy the requirements under Law
due to your failure to deposit the tax collected