Supplier agreement

THIS AGREEMENT (THE “AGREEMENT”) IS AN ELECTRONIC DOCUMENT IN TERMS OF THE INFORMATION TECHNOLOGY ACT, AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS/ RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT. THIS AGREEMENT DOES NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

THE AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN THE SELLER AND MURIASH (BOTH TERMS DEFINED UNDER). THE TERMS OF THIS AGREEMENT WILL BE EFFECTIVE UPON THE SELLER’S ACCEPTANCE OF THE SAME AND WILL GOVERN THE RELATIONSHIP BETWEEN MURIASH AND THE SELLER, INCLUDING WITH RESPECT TO THE LISTING, MARKETING, SALE, TRANSPORTATION AND DELIVERY OF ANY PRODUCTS THROUGH THE WEBSITE/ (DEFINED UNDER). IF ANY TERMS OF THIS AGREEMENT CONFLICT WITH ANY OTHER DOCUMENT/ELECTRONIC RECORD, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL, UNTIL FURTHER CHANGE / MODIFICATIONS ARE NOTIFIED BY MURIASH.

For the purpose of this Agreement, the individual or any legal entity (company, sole- proprietorship, partnership, HUF etc.) representing itself through its duly appointed authorized signatory only, who has completed Muriash’s Supplier Empanelment Form as required by muriash (hereinafter, referred to as the “Seller”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include the Seller’s heirs / subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART;

AND

Muriash E-Commerce Limited is a company incorporated under the Companies Act, having its corporate office at 318 Gimarakwa, Gambogi - Serem Road, Jebrok, Kenya. (Hereinafter referred to as, “muriash” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns) shall constitute the SECOND PART.

Seller and muriash may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.

WHEREAS

muriash owns and operates an online market place on the Website located at the URL www.muriash.com (the “Website”) which acts as an online platform for different sellers to sell their Products and for different buyers to access a range of Products and to purchase the Products offered by sellers;
The Seller being desirous of using the Website as a platform to offer and sell the Seller’s Products (defined under) to the Buyers has completed muriash’s Supplier Empanelment Form to enrol as an empanelled seller on the Website; and
As a part of the registration process, muriash requires the Seller to agree to the terms and conditions for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:
ROLE OF MURIASH

“Acceptance” shall mean the Seller’s affirmative action of clicking the “I Agree” button declaration provided at the end of this Agreement, by which action the Seller clearly accept the terms and conditions of this Agreement.
“Agreement” shall mean these terms and conditions stated in this Agreement in its entirety, including all content which is referenced in this Agreement, binding upon the Seller on Acceptance of the terms contained herein. For the avoidance of doubt, it is hereby clarified that the muriash Policies, Commercial Term Segment, Special Pricing Agreement (if executed) and all other terms and conditions governing the subject matter contained herein shall form an integral part of this Agreement and be read as a part and parcel herewith.
“Banned Products” shall mean counterfeited products and all such products banned by the Government of Kenya (in the construction segment).
“Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website.
“Commercial Term Segment” shall mean the document/ web page containing various commercial terms applicable to the Agreement as amended from muriash from time to time.
“Invoice” shall mean the invoice as may be raised by the Seller on the purchase of the Seller’s Product by a Buyer, through the Website.
“Marketplace Margins” shall mean a percentage of the Selling Price payable to muriash by the Seller on the sale of any Product through the Website/. This percentage may vary from Product to Product, as provided in the Commercial Term Segment.
“Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.
“Digital Store Fees” shall mean the fee payable by the seller as part of displaying his Products on the Website (www.muriash.com).
“Seller Panel” shall mean a web page / account provided by muriash to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Website.
“Product(s)” shall mean the product(s), made available by the Seller for sale on the Website/.
“Selling Price” shall mean the price of a Product in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website.
“Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of Marketplace Margins, Payment Collection Fees, and other charges (if any) from the Selling Price.
“muriash Policies” means all such policies regarding trustworthy payments (if prepared), codes of conduct and other business related and ethical policies which muriash may issue and make applicable from time to time including but not limited to the Website Terms and Conditions of Use, Privacy Policy, Returns and Cancellation Policy and the Disclaimer which are applicable to the Seller.
“Term” shall mean the period commencing from the date of acceptance of this Agreement by the Seller up to the termination of this Agreement as provided herein below.
“Website” shall mean the Website/ located at the URL “www.muriash.com” or such other URL as may be specifically provided by muriash.

The role of muriash under this Agreement is merely that of an intermediary and the Website is only a platform where the Seller may offer its Products for sale and accordingly, when a Buyer elects to purchase a Product through the Website/, muriash shall receive the order for the Product only in the capacity of an online marketplace. Accordingly, the role of muriash is limited to managing the Website/ for the display of the Products and other incidental services to facilitate the transactions between the Seller and the Buyers. In this regard, it is clarified that the role of muriash is limited to putting the Buyers in touch with the relevant Sellers for the provision of the Products and all commercial/contractual terms are between Buyers and Sellers alone. muriash neither exercises any control nor does it determine, advice, solicit or in any way involve itself in such commercial/contractual terms between the Buyers and Sellers. muriash does not assume responsibility for the Products and services provided by the Sellers. The Website is only a platform that can be utilized by Sellers to reach a larger base to buy and sell Products and the contract for sale of any of the Products or services shall be a contract only between the Seller and the Buyer.

Accordingly, all commercial terms such as dispatch, delivery of the Products, warranties, etc., are bipartite contracts between the Buyer and the Seller and the payment facility is merely used by the Buyer and the Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash before dispatch method shall not render muriash liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever. The Seller also agrees that the payment facility provided by muriash is neither a banking service nor a financial service but in providing such facility, muriash is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash before dispatch, for the transactions on the Website. Further, by providing a payment facility, muriash is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

muriash shall not be liable for the sale of the Products by the Seller through the Website or any loss incurred by the Seller or the Buyer there from. At no time shall muriash have any obligations or liabilities in respect of such contract nor shall muriash hold any rights, title or interest in the Products. muriash shall not be responsible for any unsatisfactory or delayed performance of the Seller including delays as a result of the Products being out of stock.

COMPLETION OF SUPPLIER EMPANELMENT
FEE AND PAYMENTS TO MURIASH
PURCHASE AND DELIVERY OF THE PRODUCT
NON-DELIVERY OR RETURN OF PRODUCTS

As a part of the empanelment process, the Seller confirms that the Seller has completed the Seller Empanelment Form and provided other relevant details as required by muriash, including for the creation of the Seller Panel. The Seller represents that the Seller, in its individual capacity and/or as an authorized representative of the entity registering as a seller on the Website, is competent to contract, is at least eighteen (18) years of age, is of sound mind and is not disqualified from entering into a lawful contract under any law in Kenya.
The Seller also represents that the Seller has provided to muriash the Seller’s information such as name, contact details, email address, account details, PAN No, VAT, TAN no. and other compliance related details through the Seller Empanelment Form and that such information is true and correct as on date. In the event of any changes to these or other details or information submitted by the Seller, the Seller shall inform muriash of the same immediately and no later than 24 (twenty-four) hours after such change.
The Seller acknowledges and is aware that the Seller has the option of accepting or declining to accept this Agreement. The Seller accordingly agrees that the Seller’s Acceptance to this Agreement shall be given if and only if the Seller is agreeable to the terms and conditions provided herein, and therefore the Acceptance, if provided, shall imply the acceptance of the terms hereof. Further, there are several underlined words and phrases that are hyperlinked to various muriash Policies on the Website. The Seller represents that the Seller has read this Seller Agreement and the policies made available on the Website and accordingly, by accepting this Seller Agreement, the Seller accepts all the muriash Policies.
The Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under the Seller’s Seller Panel or the information provided to the muriash team. The Seller agrees to (a) immediately notify muriash of any unauthorized use of the Seller’s account information or any other breach of security, and (b) ensure that the Seller exits from the Seller’s Seller Panel at the end of each session. muriash cannot and will not be liable for any loss or damage arising from the Seller’s failure to comply with this Section. The Seller may be held liable for losses incurred by muriash or any other user of, or visitor to, the Website/ due to authorized or unauthorized use of the Seller’s Seller Panel as a result of the Seller’s failure in keeping the Seller’s Seller Panel and the account information secure, absolute, correct and confidential.
The Seller agrees that as a registered Seller of the Website, the Seller shall not transfer / sell / trade the Seller Panel to any other person or entity.
muriash reserves the right to determine the Sellers who may sell on the Website/. muriash also reserves the right to suspend access to empanelled Sellers to the Website/ and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. muriash also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.

In consideration of muriash providing a platform for the Seller to display its Products and a marketplace where Users can browse the Website to purchase these Products thereby providing the Seller with a wide access to customers across the country, the Seller shall be liable to pay muriash a Marketplace Margins.
The Seller further agrees to pay muriash a Digital Store fee.
All such fees payable shall be as defined by muriash from time to time in its Commercial Term Segment. Such a Marketplace Margins, Digital Platform fee shall be inclusive of all taxes except service tax which shall be charged at the commercial relevant rates.
muriash shall also be entitled to collect Payment Collection Fee (if applicable) from the Seller for payments made through payment gateway /cash before dispatch basis. The Seller agree and acknowledge that the Seller will pay to muriash, the Marketplace Margins and Payment Collection Fees (if applicable) and any other fees, as provided in Commercial Term Segment, for all the orders received through muriash.
The Parties agree and acknowledge that muriash shall have the right and option to recover/adjust any outstanding amount due to, or from, the Seller in one transaction, against any payments due to, or from, the Seller in other transactions under this Seller Agreement from any Seller Proceeds payable to the Seller and the Seller undertake not to object to such recovery/adjustment.
Incase Buyer defaults on payment or in the event of a cheque bounce, either muriash or Supplier or jointly, have the full right to initiate appropriate legal action to recover the full value of the supplier invoice, interest, legal and other applicable charges.

The Seller agrees that the Seller will abide by the terms and conditions of this Agreement and muriash Policies, including any amendments thereto made by muriash from time to time which may be made without notice to the Seller.
The Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel /Registered Account or inform the appropriate authorized personnel at muriash. The Seller shall also be required to provide all details relevant to the sale / purchase of the Products (features and physical attributes), including the Selling Price, an informative description of each Product (including but not limited to the grade of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos. These Product listings and details shall be displayed on the Website/, along with the Selling Price and the Seller shall be responsible for ensuring that the details of Products are updated and reflects the real-time availability / non-availability of the Products listed on the Website.
The Seller represents that the Seller shall provide accurate Product information on the Seller Panel/Website/ or to the muriash team. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Website, The Seller agrees to refund any amounts that the Seller may have received from the Buyer and we will not have any liability to compensate the same.
The Seller shall be responsible for ensuring that the Seller Panel or relevant muriash team is updated and reflects the real-time availability / non-availability of the Products listed on the Website/. muriash shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website/ due to any negligence / default on the part of the Seller to provide updated and accurate Product information. The Seller shall be required to retain an adequate inventory of the Products listed on the Website/, for successful fulfilment of orders.
The Seller shall not attempt to sell any Banned Products. muriash shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website/ or terminate this Agreement forthwith.
For all orders placed on the Website/, payments shall be collected by muriash on behalf of the Seller, in the mode (i.e., payment gateway or cash before dispatch) as opted for by the Buyers. The Seller hereby authorize muriash to process, facilitate, collect and remit payments to the Seller, (collected either electronically or through cash before dispatch), from the Buyers in respect of sale of the Products through the Website/. The Seller also agrees that, in doing so, muriash will be merely acting as the Seller’s limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website/.
On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website/ or opting for cash before dispatch, the Seller will be intimated of the same through the Seller Panel.
muriash shall provide the necessary backend infrastructure, like call centre, order management system, etc for capturing the Buyer/order details placed on the Seller. Orders placed by the Buyer will be forwarded to the Seller/reflected in the Seller Panel.
All Products shall be properly labelled and packed with appropriate care considering the nature of the Products and the transportation thereof and where necessary be clearly marked as “Fragile” to bear the impact of travel. The Seller shall procure packing material/ cartons to package the Products at the Seller’s
own cost. The Seller shall package and transport the Product(s) and if muriash issues packaging and transport guidelines, the Seller shall adhere to the same. The Seller shall make such disclosures including maximum retail price of the Product, along with other statutory declarations on each Product and/or on its packaging in accordance with applicable laws. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller alone.
The Seller shall ensure that the purchased Product is dispatched to the Buyer, within such time period as indicated by the Seller to the Buyer (which muriash may prescribe from time to time), along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. The Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. The Seller shall be responsible to update the authorised representative of muriash and Seller Panel to reflect this development.
The default delivery model for the delivery of purchased Products to the Buyers is the Seller transport Model as detailed herein below. muriash can, at its discretion, introduce other delivery models, at any time in the future. On introduction of such other delivery models, muriash can, at its discretion, offer other delivery options to all or select Sellers. The default delivery model for the delivery of purchased Product is:
Seller Transport (Default Model) - the Seller will be responsible for packaging and shipping the Product to the Buyer via any courier/transport service including self-owned transport services
The Seller shall keep muriash informed promptly on any information that shall impact the delivery of a Product to the Buyer.
The Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website/ will cause great prejudice and harm to the reputation and goodwill of muriash and may also cause harm and
prejudice to the Buyers. The Seller acknowledges and warrant that the Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of muriash. Further, if muriash receives any complaint from any Buyer or if the Seller sell or deliver wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Website/ then the Seller shall be liable to pay three times the Selling Price of the Product sold, as damages to muriash. muriash reserves the right to adjust the above amount from any amount accrued to the Seller pursuant to this Agreement.
The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone.
The Seller is further aware of Muriash’s Returns and Cancellation Policy available on here. The Seller agrees to abide by all terms stated therein and all obligations imposed on the Seller under the said policy (including timelines, returns, replacement and cancellations).
The Seller and muriash may reach a mutual agreement with regard to special pricing of some or all of the Products being offered by the Seller for listing the Products on the Website/ (hereinafter “Special Pricing”). In such case, the Parties shall exchange a separate document with respect to the terms and conditions applicable to such Special Pricing and if executed, such document shall be deemed to form part and parcel of this Seller Agreement.

Where the Product has not been delivered due to any reason whatsoever, muriash shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. In such an event the Seller shall be liable to pay muriash and muriash shall be entitled to recover from the Seller the Marketplace Margins, Payment Collection Fees and any other applicable charges.

In the event of any default by the Seller to deliver the Product to the Buyer on time or at all, the Seller shall immediately update the Seller Panel / send an email to muriash informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event. The Seller hereby agrees to accept all Products (cash before dispatch/ online payment), which are refused/not accepted by the Buyer at the time of delivery.

PAYMENT TERMS

The Seller shall treat muriash as the Seller’s most preferred marketplace to display and sell the Products and in doing so, the Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website/.
muriash shall have the right to amend the muriash Marketplace Margins percentage applicable to each Product category as provided in the Commercial Term Segment, with prior notice of the same to the Seller. Accordingly, muriash shall, at least twenty-four (24) hours prior to the implementation of the revised muriash Marketplace Margins percentage for any Product, notify the Seller, by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the muriash Marketplace Margins. It shall be the Seller’s responsibility to review the emails / notifications sent by muriash from time to time. The Seller’s continued use of Seller Panel (including any updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the muriash Marketplace Margins shall be deemed as acceptance of such modifications/amendments/revisions.
muriash reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Products. Similarly, Seller may provide a discount / offer on the Products by lowering the Selling Price. Notwithstanding the above, the Selling Price of all Products offered on the Website/ shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.
The Selling Price in respect of a Product purchased by a Buyer shall be received
in full by muriash either through the online system, i.e., the payment gateway offered by muriash on the Website/, or by way of cash before dispatch.
The Seller will be responsible for payment of all applicable taxes including sales tax and VAT.
The Seller agrees and acknowledges that the Seller will pay muriash, the muriash Marketplace Margins, and Payment Collection Fees, and any other fees, as provided in the Commercial Term Segment, for all the orders received through muriash.
CREDIT ORDERS- Credit facility can be extended by the seller to the buyer via muriash.com, is a bipartite agreement between the buyer/builder and the seller/supplier alone and muriash shall have no liability for credit extended by seller. Seller does the complete due diligence on the buyer before agreeing the credit terms with buyers and is completely aware of the credit risk of buyer. muriash shall have no liability for any default/non-payment of order amount from seller relating to the credit transaction.
muriash shall release the payment of the Seller Proceeds to the Seller within 5 days of Transaction Settlement, after deducting Marketplace Margins, Payment Collection Fees, and any other applicable fees, as per the Commercial Term Segment. In case of Credit order the payment will be released to the supplier within 5 working days on receipt of amount from Buyer.
Incase of Credit orders secured through Letter of Credit (LC) or Bank Guarantee [BG] and processed on platform for Customer POs and orders fulfilled by Supplier are deemed to be processed and paid by muriash Ecommerce Kenya Pvt Ltd to Seller as the payment will be directly received from Customer bank to Seller bank account.

OBLIGATIONS OF THE SELLER
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The Seller shall maintain records of all the Products purchased by the Buyers through the Website/, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website/’s customer service purposes. During the Term, the Seller shall appoint a representative, who shall be muriash’s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters.
The Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality, quantity, details and designing of the Products delivered.
muriash shall not be responsible for claims made by Buyers for inaccurate Product availability or details that are displayed on the Website/ due to any negligence / default on the part of the Seller to provide updated and accurate Product information.
The Seller hereby agrees and undertakes that the Seller shall comply with all applicable Kenyan laws including national, state, regional and local laws and regulations, including but not limited to compliance with laws relating to sales tax, registrations, VAT etc. The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable on the Products sold through the Website/, and shall indemnify and hold harmless, muriash, from any liability in this regard. The Seller shall obtain and maintain all necessary government clearances, permits, licenses, stamps, certificates, approvals or similar requirements from the local authorities and to keep such licenses and permissions valid and in force for selling the Products on the Website/ or otherwise during the term of this Seller Agreement. The Seller shall, as soon as it becomes aware of the same, notify muriash of any changes in the laws and regulations relating to the nature, method or manufacture, packaging and labelling of the Products. Failure on the part of the Seller to take necessary clearances and registrations, or abide by statutory provisions as required under Applicable Law shall be treated as a material breach of its obligations and muriash shall have the right to terminate this Seller Agreement.
The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller shall provide accurate Product information on the Website/. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Website/, The Seller agrees to refund any amounts that it may have received from the Buyer.
The Seller undertakes that, at all times during the Term of this Seller Agreement, it will:

• Abide by the terms and conditions of this Agreement;
• Not offer for sale/sell/deliver any duplicate or refurbished Products on the Website/;
• Deliver the Products to the Buyers in a timely manner consistent with the terms of this Seller Agreement; and deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Seller’s performance under this Seller Agreement.
The Seller shall be solely responsible for making representations/warranties with regard to the Products and shall offer a standard manufacturer’s or seller’s warranty actually associated with the Products and shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of Selling Price will be given to the Buyer against manufacturing defect or damage. The Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with the Seller at all times.

The seller agrees and allows muriash to display hoardings of muriash.com on Seller transport vehicle free of cost.

Seller/Manufacturer to cobrand and sponsor muriash.com in all their events and advertising activities free of cost.

REPRESENTATIONS AND WARRANTIES
INTELLECTUAL PROPERTY RIGHTS
ANTI BRIBERY AND ANTI CORRUPTION POLICY
INDEMNIFICATION
ASSIGNMENT

The Parties hereby represent and warrant to each other as under:

1. The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and
2. The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.
The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of muriash or make any representations to any Buyer or any third party or give any warranties which are of such a nature that muriash may be required to undertake, or be liable for, whether directly or indirectly.
The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Website/, to any other Website/ or through any other platform, at a price which is less than the Selling Price, as listed on the Website/.
The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly.
The Seller agrees to attend to, and resolve, the Buyers queries with regard to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.
The Seller hereby represents and warrants to muriash that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.
The 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 property rights, it shall be solely responsible.
The content of the Products, the text descriptions, graphics or pictures regarding
the Product being uploaded on the Website/ and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity.
The Seller agrees, acknowledge and understand that:

1. The Sellers are using the Website/ provided and owned by muriash;
2. The permission granted by muriash to use the Website/ as an online market place is on a non-exclusive basis;
3. muriash reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website/ at any time;
4. muriash shall have the right to remove the listing of any Product being offered for sale by the Seller;
5. For the duration of the Term, the Website/ shall be maintained by muriash. The ownership of the Website/ shall vest with muriash and muriash shall make its best efforts to deal with any technical issues affecting the Website/ (such as, for instance, the Website/ becoming inoperative.
Non-Circumvention
The Supplier/Seller agrees not to circumvent the commercial relationship between muriash and the Buyer/Customer/Builder for seeking Purchase orders and for sending quotes to Buyer, including but not limited to; avoiding, or bypassing due payments or divisions of Service charges, any margin or fees mutually agreed upon etc, in connection with this Agreement.

Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. The Seller recognizes and confirms that muriash has the exclusive right to supervise, allow and reject the contents of the Website/. muriash shall not be liable for contents and images shared, uploaded or displayed on the Website/ by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only. Any and all data derived as a result of this Agreement, with the exception of the Seller’s confidential information, will be owned by muriash and the Seller shall have the right to utilize such data for the duration of the Term of this Agreement the Seller’s and for the purpose of this Agreement.
The Seller hereby grants to muriash the right to display/delist the Products (as updated or to be updated by the Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Website/. The Seller represents that the Seller shall not, at any time, use any intellectual property of muriash in any manner without the prior written consent of muriash. The Seller also represents that the Seller shall not purchase any muriash metatags on the Internet without the prior written consent of muriash.
The Seller hereby authorizes muriash to use and include the Seller’s trademarks (as may be provided by the Seller from time to time) and the Seller’s corporate name on the Website/ and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by the Seller on the Website.
However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Website (including availability or sale of counterfeit goods on the Website), muriash may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website/, with or without prior notice to the Seller.

The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.
The Seller agrees to comply with anti-corruption and anti-bribery best practices (including as per the recommendation of muriash, if any) as put forward by muriash and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with muriash or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and muriash reserves the right to take all appropriate actions or remedies as may be required under the circumstances.
The Seller will provide all possible assistance to muriash in order to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the Seller.

The Seller agrees and undertakes to indemnify and to hold harmless muriash, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys‟ fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation; or (iii) any breach by the Seller of any muriash Policies or any other policies; (iv) the Products and their content, or the display and sale thereof on the Website/.
Such indemnity obligations shall continue notwithstanding the termination of this Agreement for any reason whatsoever.

The rights and obligations under this Agreement shall not be assigned or transferred by the Seller to any third party whomsoever, during the Term of this Agreement, without the prior written consent of muriash. muriash shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to the Seller.

SUSPENSION AND TERMINATION
CONSEQUENCES OF TERMINATION
DISPUTE RESOLUTION

This Agreement may be terminated:

(i) By muriash, with immediate effect, if the Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the muriash Policies;
(ii) By muriash, without any reason, by giving the Seller a prior written notice of seven (7) days; or
(iii) By muriash, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against the Seller, or the Seller make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of the Seller’s assets;
muriash also has the right to suspend the Seller’s access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period the Seller shall not be permitted to sell the Seller’s Products on the Website/) on the occurrence of any of the termination triggers specified in Clause 14 above or without any reason as stated in 14 (ii) above.

On termination of this Agreement:

1. muriash will, with immediate effect, block the Seller’s access to the Seller Panel and/or Website and consequently, the Seller shall not be able to offer any Products to the Buyers thereafter; and
2. The Seller shall return to muriash all the confidential information of muriash and all other properties and materials belonging to muriash. Where the confidential information cannot be returned in material form, the Seller shall destroy all of muriash’s confidential information and shall provide muriash with a certificate of destruction with respect to the same.
A Seller, whose arrangement under this Agreement has been terminated by muriash for any reason whatsoever, shall not have the right to re-register himself/ itself as a Seller on the Website/ at any time after such termination, unless muriash, in its discretion, permits such re-registration.
It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
On the termination of the Agreement, the Seller will be entitled to only the Seller Proceeds which have become due to the Seller on account of any purchase of the Products, made through the Website/, prior to the date of termination of this Agreement. muriash shall be entitled to adjust any monies, due from the Seller to muriash till the date of termination, from the Seller Proceeds payable to the Seller on termination.
Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.
muriash also reserves the right to initiate civil and/or criminal proceedings against the Seller for any breach or violation of this Agreement.

In the event of any dispute or difference arising at any time between the Parties hereto as to the construction, meaning or effect of this Agreement or any clause or thing contained herein or the rights, duties, liabilities and obligations of the Parties hereto in relation to the Agreement, the Parties shall put in its best efforts to settle the dispute amicably. However, if the dispute is not settled within 30 (thirty) days, the same shall be resolved by resorting to either of the mechanism of alternative dispute resolution as mentioned under the Arbitration and Conciliation Act. The choice of dispute resolution mechanism shall be taken by muriash in consultation with the supplier depending upon the amount in dispute.

ENTIRE AGREEMENT

This Agreement shall constitute the full and complete agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements, whether written or oral or in electronic form with respect to the subject matter contained herein, between the Parties hereto.