Any person(s) applying for membership of Nivaara Chemicals Private Limited (“Nivaara”) is required to provide all the details as mentioned herein and required by Nivaara from time to time. Any person(s) applying for membership shall be classified as per the user category being “Supplier”, “Customer” and “Agent”. Any person applying for membership of Nivaara under the category “Supplier” shall provide the details being Name, address of corporate office as well as manufacturing site, profile, financial details as required, regulatory approvals as required in law and other details as may be required. Any person applying for membership of Nivaara under the category “Customer” shall provide the details being Name, address, profile, financial details as required and other details as may be required. Any person applying for membership of Nivaara under the category “Trader/Agent” shall provide the details being Name, address, profile, financial details as required and other details as may be required. After applying/registration for membership of Nivaara, the Supplier, Customer, Trader/Agent shall be allotted/assigned the Supplier ID/Customer ID/Trader/Agent ID, as the case may be. However, the said ID allotted/assigned shall be temporary in nature as Nivaara shall verify the entire membership Application/form and the membership shall be treated as pending membership/temporary membership till the verification process is completed by Nivaara and till Nivaara decides to make the membership permanent. The Nivaara shall have absolute right and authority to verify the Application /form of the person(s) applying for membership and seek any clarification/documents/explanation, etc. from the person(s) applying for membership and furthermore, Nivaara shall be entitled to inspect and verify all the details of the person(s) applying for membership including right to inspect the manufacturing site, etc., as may be applicable to the membership applied and Nivaara after verifying the details, etc. and on being satisfied shall allot the permanent ID number, which may be similar to Temporary ID number or different, to the person(s) applying for it subject to the Nivaara shall at all times reserves its right to reject the membership application/form without assigning any reasons whatsoever and/or cancel the membership of the person(s) without assigning any reason, whatsoever and the decision of Nivaara shall be final and binding and shall not be brought under question in any court of law. Furthermore, any person(s) applying for membership as per user category and providing any details about with regard to membership or other details as mentioned herein or otherwise on the portal “Nivaara”, the person (s) uploading or providing the details/information, etc. shall be solely responsible for the same and Nivaara does guarantee the authencity of the details/information so provided on the portal “Nivaara”.
The Customer shall place order as per the instructions provided in the website and after having placed the order, if the order is not cancelled by the Customer within a period of 48 hours then the said order shall stand to be confirmed and the Customer shall thereafter not be entitled to cancel the order under any circumstances and the Customer shall be under obligation to pay the amount as per Proforma Invoice raised by Nivaara and the Customer shall be duty bound to honour the said Proforma Invoice without any dispute and demur. In the event of supplier being unable to supply the goods/products/materials for any reason whatsoever despite confirmation of order by the Customer, then the transaction shall stand in the category of non-concluded transaction and neither the Supplier nor Customer shall have any claim, etc. against the Nivaara nor raise any dispute against the Nivaara for the same. In any event if the Customer, fails to make the payment after having confirmed the order. In the event of confirmation of order from Customer, the supplier shall keep the goods/products/materials ready to be delivered and the supplier shall make sure that the goods/products/materials are of good quality and as assured and shall be delivered to the Customer in an time bound manner as assured by the Supplier and as such it shall be the sole responsibility of the Supplier to supply the goods/products/materials on timely basis. If the supplier does not supply the goods/materials/products of quality as assured and on timely basis and then in such an event the Supplier shall be solely responsible for the same and no claim of any nature whatsoever shall lie against the Nivaara either by the Supplier or Customer. In the event of Customer not willing to purchase or fails to purchasethe goods/products/materials for any reason whatsoever despite confirmation of order, then the transaction shall stand in the category of non-concluded transaction and neither the Supplier nor Customer shall have any claim, etc. against the Nivaara nor raise any dispute against the Nivaara for the same.
3. DELIVERY TERMS
The members of Nivaara shall perform their duly and obligations on timely basis and the Suppliers shall supply the goods/products/materials on timely basis to Nivaara and/or Customers, as the case may be and further the goods/products/materials shall be supplied to the Nivaara and/or Customers in good and sound condition and quality and the Supplier shall make sure that the goods/products/materials shall be packed in the manner as per the guidelines mentioned in _________ and/or as per the directions/instructions of Nivaara and/or Customers, as the case may be and in any event the Supplier shall be solely responsible for the condition and quality of the goods/products/materials supplied by the Supplier till it reaches the Customer and to its satisfaction and if any claim, is raised for any reason whatsoever with regard to the condition and quality and use of the goods/products/materials, then the Supplier shall be responsible and liable for the same and the Supplier indemnifies Nivaara accordingly.
The Customer on placing order for purchase of goods/products/materials and having confirmed the order of purchase, the Customer shall pay the amount to Nivaara as per the Proforma or final Invoice and the payment shall be made by the Customers directly or through its affiliates, as the case may be to Nivaara. In the event of Customer having failed to make the payment as required,then Nivaara shall take action against the Customer as its sole direction. The Customer by placing the order agrees to make the payment to Nivaara as per the terms and conditions mentioned herein and the invoice raised by Nivaara, as the case may be and the Customers further agreed to make advance payment for the order placed and the Customer shall not raise any dispute whatsoever with regard to the same. The Customer agrees that in the event of purchase from domestic Supplier the payment has to be made in Indian Currency being Rupay and in the event of purchase from International Supplier the payment has to be made in currency being US dollars. In any event if the Customer, fails to make the payment after having confirmed the order.
The price/cost of goods/materials/products shall include the Supplier’s cost, transportation cost, packaging cost, quality check charges, preservation charges, insurance charges, taxes, duties, levies, commission, etc. and final price/cost of goods/materials/products shall be interpreted accordingly. The Nivaara reserves its right to charge premium or discount the price/cost of goods/materials/products at its sole discretion on any event, occasions and/or otherwise, and none of the members of Nivaara shall be entitled to raise any dispute whatsoever with regard to the same. The Nivaara is and shall be entitled and authorized by the members to modify the price/cost system and method, etc. at any point of time without any consent from the members of Nivaara and the members of Nivaara agreed to abide and bind themselves with the price/cost system and method as adopted by Nivaara from time to time.
The Nivaara and/or it employees, etc. shall be entitled to inspect the condition and quality of goods/materials/products received from the Supplier and only after satisfaction the Nivaara shall supply the goods/materials/products to the Customers and not otherwise. The Nivaara shall also have right to inspect the manufacturing site of the Supplier and the Supplier shall assist and co-operate with Nivaara in inspection of site and the Supplier shall be duty bound to carry out the necessary changes and modifications in the manufacturing site and process as suggested by Nivaara. In case the Customers desire to inspect/audit the manufacturing site of the Supplier than the Supplier shall do the needful without raising any dispute. On receipt of goods/materials/products by the Customers, the Customers shall inspect the condition and quality of goods/materials/products and after being satisfied with regard to the condition and quality of goods/materials/products, the Customers shall acknowledge the receipt of goods/materials/products in good condition and quality and thereafter the Customer shall not be entitled to raise any dispute with regard to the quality and condition of goods/materials/products. The supplies by accepting the order to supply the goods/materials/products hereby agrees that it shall be the sole responsibility of the Supplier as regard to the quality and condition of goods/materials/products till it reaches the Customers and Nivaara is not liable for any consequences whatsoever.
The Suppliers understands and agrees that by becoming member of Nivaara, the Suppliers shall be advertising their goods/materials/products on the website and shall be making representations accordingly and on the basis of representations the Customers may place order for purchase of goods/materials/products and therefore the Suppliers agrees and undertakes and indemnifies the Nivaara for any misrepresentations and/or providing incorrect information and/or misleading information, etc. on the Website, then the Supplier shall be responsible and liable for the same and no claim of any nature whatsoever shall be raised against the Nivaara. The Nivaara does give any kind of guarantee with regards to the contents published by the Suppliers on the website and also does not guarantee any business to the Suppliers through the website
8. CUSTOMER’S USE OF PRODUCT
The Customer gives to understand that the Customer has knowledge about the use of goods/materials/products available for purchase on the website and the Customer hereby agrees that on Customer buying any goods/materials/products through the portal Nivaara then the Customers shall use the goods/materials/products in the best possible manner and shall not raise any dispute with regard to the use of the goods/materials/products. The Customer on placing order for purchase of goods/materials/products agrees that the Customer has complete knowledge about the use and usage of goods/materials/products.
9. TECHNICAL ASSISTANCE
In the event of technical problem with the websitewww.nivaara.com for whatever reason, then Nivaava shall not be responsible and liable for the same. Nivaara shall make endeavour to resolve the technical issue at the earliest.
The Supplier, Agent and Customer, shall abide by the terms and conditions as mentioned herein and if required the Supplier, Agent and Customer shall provide all the necessary documents, forms, applications, etc. as required by Nivaara from time to time.
11. LEGAL RELATIONSHIP
The relationship between Nivaara, Supplier, Agent and Customer shall be that of principal to principal basis and therefore one party shall not be responsible or liable for the acts of the other party or for any amount due and payable by the other party to any other person(s).
12. CONFIDENTIAL INFORMATION
The Confidential Information shall mean and include but not limited to any information or data or document or computer program including but not limited to trade secrets, suppliers, prices, product specifications, business associates’ related information, practices, formulation, or other information which is confidential in nature related to the business or affairs of Nivaara, Suppliers, Agent and Customer, whether in writing, orally or by any other means or whether it comes to the knowledge of the members as well as Nivaara through other person(s) or otherwise.
13. INTELLECTUAL PROPERTY
The Nivaara shall be entitled to its own trade mark, copyright, patents, etc. and/or any other intellectual property rights and the Supplier, Agents, Customer and/or any other party shall have no right to use the same without the permit of Nivaaraand Nivaara is entitled to the Intellectual property rights and party doing so in contravention of terms of this present,s then the defaulting party shall be liable to compensate the opposite party for losses, damages, etc. thereof to Niavaara. The Supplier, Agent and/or Customer, confirms and agrees that by having access to this website and doing business thereof,the Supplier, Agent and/or Customer are not violating or infringing any patents and the law related to it and the Supplier, Agent and/or Customer undertake and agrees to the same.
The Supplier, Agent and the Customers shall maintain such registers, documents, records etc. as may be necessary to ensure strict compliance with central/local laws, rules and regulations.
In the event of Supplier, Agents and Customers committing breach of any terms and conditions mentioned herein or otherwise,then the membership shall stand cancelled, which is without prejudice to the rights of Nivaara to claim damages and losses.
16. TERMINATION OF MEMBERSHIP
Nivaara in its sole discretion reserves its right to cancel the membership of any Supplier, Agents and Customers without assigning any reason and the Supplier, Agents and Customers shall not raise any dispute whatsoever.
At no point of time shall Nivaara be held responsible and/or liable for the act, representation, information provided, etc. herein by the Supplier, Agent and Customer and the Supplier, Agent and Customer hereby indemnify and agreed to indemnify the Nivaara for act, representation, information provided, etc. of Supplier, Agent and Customer.
The members of Nivaara shall come across various information about each other through the website and/or while dealing with each other and as such the members of Nivaara agree to not to disclose any information of the other members without the consent of Nivaara and/or members and violation herein shall amount to breach.
The Nivaara shall be entitled and is authorized by the members to share the information provided by the members on the website and also Nivaara shall not be held liable for sharing any information, etc.
Nivaara in its sole discretion reserves its right to amend, alter and modify the terms and conditions, instructions, etc. of the Website, Agreement, etc. and same shall be with effect from retrospective effect or from such date as Nivaara may fix and decide.
The Supplier, Agent and Customer agree and undertake to comply with and abide by all the laws, rules and regulations of the law of land and violation shall amount to breach of the terms and conditions.
If, at any time, any termsand conditions are held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment or decision or order of any Court, Tribunal or any other authority, such terms and conditions or part shall to that extent be deemed not to form part hereof but the enforceability of the remainder terms and conditoins shall not be affected.
23. GOVERNING LAWS AND JURISDICTION
The terms and conditions shall be governed by and construed in accordance with the laws of India. The Courts in Mumbai shall have the exclusive jurisdiction to try and dispose of any dispute arising herein.
In the event of any disputes arising herein, then the same shall be referred to a sole Arbitrator to be mutually appointed. The Arbitration shall be conducted at Mumbai and shall be in English Language. The Arbitration shall be conducted as per the provisions of the Arbitration and Conciliation Act, 1996 and/or any statutory enactments or modifications thereof.
The terms and conditions herein form’s and contains the entire agreement between the Nivaara and the members of Nivaaraand the members agree to abide by the terms and conditions.
The Supplier, Agent and Customer by becoming members of Nivaara Website accept the terms and conditions, etc. mentioned herein.