Terms and Conditions
MENAFoods BY Commercial Food Zone Establishment MERCHANT TERMS AND CONDITIONS ("TERMS")
These Terms form an integral part of the Merchant Enrolment Form for MENAFoods by Commercial Food zone ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Merchant"), and Commercial Food zone MENAFoods Private Limited (formerly known as Commercial Food zone Internet Private Limited) and its affiliates (collectively, "Commercial Food zone"), regarding the use of MENAFoods Platform (as defined below) for the purchase of Goods (as defined below) by the Merchant from Commercial Food zone.
Definition
'Commencement Date' means the date on which the Merchant receives a confirmation email from Commercial Food zone upon successful completion of the sign-up process on the MENAFoods Platform or the date of execution of the Form, whichever is earlier.
'Credit Facility' means the option availed by the Merchant to place Order(s) on a credit basis during the Credit Period.
'Credit Limit' means the maximum amount that the Merchant is permitted to keep as outstanding during the Credit Period which may be revised by Commercial Food zone at its sole discretion without any prior intimation. This Credit Limit shall be communicated by Commercial Food zone to the Merchant in writing from time to time.
'Credit Period' means the period as communicated by Commercial Food zone to the Merchant, within which the Merchant shall clear all its outstanding dues.
'Goods' shall mean the goods available on the MENAFoods Platform.
'MENAFoods Platform' means the online technology platform owned by Commercial Food zone where the Goods are displayed and the Merchant can place Order(s) for the Goods.
'Logistics Partner' means third party logistics service provider, who delivers the Goods to the Merchant.
'Merchant' means the entity/individual being the legal owner/operator in the HORECA (hotel, restaurant or catering) sector as mentioned in the Form.
'Merchant Content' means any content including reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data provided on the MENAFoods Platform.
'Order(s)' means an order placed by the Merchant with Commercial Food zone for the purchase of Goods via the MENAFoods Platform or otherwise through offline assisted sales.
'Parties' means Commercial Food zone and the Merchant.
'Perishable Goods' shall mean goods including bakery items, fruits and vegetables, frozen products, dairy products, chicken and eggs, mutton and seafood etc. that have a limited shelf life and are prone to spoilage, decay, and/or deterioration.
'Price' means the selling price of the Goods as indicated on the MENAFoods Platform and/or communicated by Commercial Food zone to the Merchant at the time of placing Order(s) and/or as intimated by Commercial Food zone to the Merchant from time to time.
‘Services’ means the services offered by Commercial Food zone to the Merchant through the MENAFoods Platform.
'Website' means www.MENAFoods.com (including the webpages contained or hyperlinked therein and owned or controlled by Commercial Food zone), and such other media or media channels, devices, mobile applications, software, or technologies as Commercial Food zone may choose from time to time.
'Commercial Food zone Content' means the content that Commercial Food zone creates and makes available in connection with the MENAFoods Platform and the Goods including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with the activities associated with the Merchant’s account.
General Understanding
Commercial Food zone will list and display the Goods and the Prices on the MENAFoods Platform. The Merchant, upon signing up on the MENAFoods Platform, may use the MENAFoods Platform to browse, select and place Order(s) for purchase of the Goods.
Once the Order is placed, Commercial Food zone will indicate the tentative delivery time on the MENAFoods Platform and provide the Merchant with functionality to check for updates on the delivery status of the Order.
QUALITY STANDARDS; COMPLIANCE WITH APPLICABLE LAW:
Commercial Food zone will supply the Goods based on the description and specification of the Order(s) placed by the Merchant from time to time.
Parties shall conduct themselves in accordance with these terms and be in compliance with all applicable laws.
The Merchant understands and agrees that Commercial Food zone shall never be liable for manufacturing and/or manufacturing relating aspects of the Goods, as Commercial Food zone only sources the Goods from third-party manufacturers and supplies the Goods to the Merchant. It is hereby clarified that any issue concerning the manufacturing of the Goods including but not limited to quality, ingredients, shelf-life of the Goods, details on the packaging of the Goods etc., as may be required under applicable laws shall be the sole responsibility of the third party manufacturer and Commercial Food zone shall not form Party to such disputes. Commercial Food zone however shall extend its support to connect the Merchant with the third-party manufacturers. Further, Commercial Food zone disclaims its liability concerning deliveries of the Goods where the Goods are directly delivered from the third-party manufacturer to the Merchant’s location.
The Merchant understands and agrees that Commercial Food zone does not accept any cash deposits into its bank account and the Merchant shall be solely liable and responsible for any consequences arising from making any cash deposits into Commercial Food zone’s bank account. The Merchant hereby agrees that in case any cash deposits are done by the Merchant or any of its authorized representatives, Commercial Food zone reserves the right to treat such cash deposit(s) in accordance with applicable tax laws and the Merchant shall indemnify Commercial Food zone for any losses/consequence(s) which Commercial Food zone may incur from treatment of such cash deposits in accordance with applicable tax laws.
The arrangement between the Parties shall start on the Commencement Date and unless terminated in accordance with this clause shall continue indefinitely ('Term').
Either party may terminate the arrangement, with or without cause, at any time by giving a seven (7) day prior written notice to the other party.
Commercial Food zone reserves the right to terminate the arrangement or suspend the access of MENAFoods Platform to the Merchant with immediate effect if:
Merchant defaults in making payment for two (2) consecutive times;
Upon the happening of any of the insolvency events such as bankruptcy, appointment of a receiver, administrator, liquidator, winding up, dissolution;
Commercial Food zone identifies any fraudulent and/or suspicious activity on the Merchant’s account;
The Merchant fails to comply with applicable laws and/or these Terms.
Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the Parties at the date of termination; and (b) shall have no effect on: (i) the validity of Goods already supplied to the Merchant; or (ii) Merchant’s obligations to pay for Goods already purchased and/or delivered in accordance with these Terms.
Commercial Food zone agrees to sell the Goods to the Merchant at the Price as indicated on the MENAFoods Platform at the time of placing Order(s) or at such other price as mutually agreed between the Parties from time to time. Commercial Food zone reserves the right to revise the said Price at its sole discretion at any given time without prior notice to the Merchant prior to placing of Order(s).
Quality of Goods
It will be the responsibility of the Merchant to check the quality and quantity of the Goods at the time of delivery. In case the Merchant fails to raise any concerns related to quantity and/or quality of the Goods at the time of delivery, the Merchant will not have the right to raise a replacement request thereafter. The Merchant agrees that Commercial Food zone will not be responsible for any deficiency, damage, or claims as regards the quality or quantity of Goods after the Goods have been delivered to and accepted by the Merchant.
The Merchant will utilize the Goods ordered from the MENAFoods Platform before the specified expiry date, failing which, Commercial Food zone will not be held liable in any way for the quality of such Goods supplied.
In the event the delivery of Perishable Goods is delayed due to any reason(s) attributable to the Merchant and the quality of such Perishable Goods is affected, the Merchant hereby agrees that Commercial Food zone shall not issue any refunds for such Perishable Goods whose quality has been affected.
Obligations of Merchant
Merchant will make timely payment of invoices raised by Commercial Food zone for the sale of Goods in accordance with the Form and/or these Terms.
Merchant will accept the delivery of Goods once it arrives at the designated location of the Merchant, without causing any delay. Commercial Food zone will attempt delivery only once. In case, there is a delay of more than ten (10) minutes in accepting the delivery of the Goods, Commercial Food zone reserves the right to recall the Goods without refunding the payment for the Goods to the Merchant.
Merchant will provide all information and support that may reasonably be requested by Commercial Food zone to enable it to discharge its duties under these Terms.
If the delivery address of the Merchant requires delivery of the Goods on a higher floor (more than two (2) floors) of a building, it will be the Merchant’s sole responsibility to provide an elevator service/assistance to deliver the Goods to the designated address.
Merchant will ensure that the information provided to Commercial Food zone is current and accurate, including but not limited to the Merchant’s name, address, contact telephone number, email, manager/contact person details, delivery address, delivery times, and other relevant information.
The Merchant may request for cancellation of Order(s) placed through the MENAFoods Platform, however, upon receiving such a request, Commercial Food zone will review such request basis certain factors including but not limited to the timeline within which cancellation request is placed with Commercial Food zone for canceling the specified Order(s). However, the Merchant hereby acknowledges that Commercial Food zone does not guarantee any cancellation of Order(s) and related returns and/or refunds once the Order has been placed on the MENAFoods Platform.
The Merchant will be solely responsible for the non-delivery of the Goods, in case the Merchant fails to accept the delivery of Goods at the designated location and within the agreed timelines due to reasons attributable to the Merchant. Commercial Food zone further reserves the right to levy a penalty of INR 1500/- (Indian Rupees one thousand five hundred only) for the losses suffered by Commercial Food zone due to such failure in accepting the delivery within the agreed timeline.
Invoice and Payments
Commercial Food zone will deliver the Goods along with the relevant invoice.
In consideration for the Goods sold by Commercial Food zone, the Merchant shall be liable to pay Commercial Food zone the Price, as reflected on the Invoice shared at the time of delivery of Goods to the Merchant.
Merchants availing the Credit Facility:
Merchants who are eligible and avail the credit facility from Commercial Food zone, agree to be bound by the following terms;
They will clear the Invoices within the Credit Period as informed by Commercial Food zone to the Merchant from time to time, failing which Commercial Food zone reserves the right to disable the Merchant from placing any further Order(s) via MENAFoods Platform till such time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Commercial Food zone under these Terms or as per applicable laws. Commercial Food zone, also reserves the right to, at its own discretion, levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues.
Notwithstanding anything contrary contained in these Terms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Commercial Food zone and all Commercial Food zone Group Companies to withhold and deduct any amounts payable to the Merchant under any agreement, arrangement or understanding between the Merchant and any Commercial Food zone Group Company, and apply such amounts to set off any amounts owed by the Merchant to Commercial Food zone under, or in connection with the Form and/or Terms. For the provisions of this clause, the term “Commercial Food zone Group Company” shall be deemed to include its parent company (i.e. Commercial Food zone Limited) and any of its affiliates and subsidiaries.
That any information provided by you including your PAN and GST details for the purposes of availing Services from Commercial Food zone, may be shared by Commercial Food zone with third party service provider(s) for evaluating (i) whether Commercial Food zone can extend You the Credit Facility; and (ii) the Credit Limit which can be sanctioned to you by Commercial Food zone.
That it shall for the purposes of availing Credit Facility (i) maintain sufficient funds in its bank account; and (ii) provide copy(ies) of undated cheques (“UDC”) and/or bank guarantees in favor of Commercial Food zone, as a security for availing Credit Facility from Commercial Food zone. The Merchant acknowledges and agrees that Commercial Food zone reserves the right to encash the UDC and/or bank guarantees in case the Merchant defaults to clear any Invoice(s) within the Credit Period.
The Merchant will provide Goods and Service Tax Identification Number ('GSTIN'), Permanent Account Number ('PAN'), and such other documents as may be required by Commercial Food zone for the purpose of generating appropriate Invoices and for settlement of payments.
Commercial Food zone will raise the Invoice to the Merchant at the time of delivery of Goods containing such particulars as may be prescribed under the GST act and rules thereunder, as amended from time to time for the cost of Goods plus applicable taxes ('Invoice').
The tax collected at source under (“TCS”) u/s 206C(1H) of the Income Tax Act, 1961:
Commercial Food zone is required to collect tax at source against consideration collected above the threshold limit prescribed under the Income Tax Act, 1961 at the applicable rate. Commercial Food zone hereby clarifies that TCS u/s 206C(1H) of the Income Tax Act, 1961 will be levied on the Invoice at the time of placing the Order(s) by the Merchant and on the full value as provided in the Invoice.
Commercial Food zone will remit the collected TCS u/s 206C(1H) of the Income Tax Act, 1961, to the respective government account and report against the PAN as available on Commercial Food zone records. Such remittances and reportings will be considered as complete fulfillment of Commercial Food zone's obligations in this regard. Commercial Food zone will share a quarterly TCS certificate with the Merchant within the time stipulated under the Income-tax Act.
The Merchant will be solely responsible to provide correct PAN details to Commercial Food zone and reconcile TCS u/s 206C(1H) of the Income Tax Act, 1961, with the tax statements and certificates provided by Commercial Food zone from time to time.
The Merchant may be eligible to claim credit of the TCS u/s 206C(1H) of the Income Tax Act, 1961, on the basis of tax returns filed by it with the relevant government tax authorities. Merchant acknowledges and agrees that it is the Merchant’s responsibility to reconcile and claim correct credit for the TCS u/s 206C(1H) of the Income Tax Act, 1961, for which the Merchant may be eligible. Merchant also agrees that in the event of any discrepancy between the returns filed by the Merchant and those filed by Commercial Food zone, the values reported by Commercial Food zone shall have precedence over the tax returns filed by the Merchant.
Any discrepancy identified at the time of reconciliation by the Merchant should be brought to the attention of Commercial Food zone within a period of fifteen (15) days from the date of receipt of the TCS certificate. Any delay on this account will relieve Commercial Food zone of any obligation to undertake corrective action to resolve the discrepancy. Under no circumstances, Commercial Food zone shall entertain any discrepancy in the reported value after 31st July of the year following the financial year to which the transactions were undertaken and reported.
Merchant agrees and acknowledges that Commercial Food zone shall not be held liable in any manner in the event the Merchant does not receive the benefit of TCS due to incorrect particulars provided by the Merchant to Commercial Food zone.
Effect of Termination
In case of termination of this arrangement, all pending undisputed Invoices will be paid by the Merchant to Commercial Food zone, within a period of seven (7) days from the date of such termination, failing which, Commercial Food zone will levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Commercial Food zone under these Terms or as per applicable laws.
Ownership of Commercial Food zone Content and Proprietary Rights.
Commercial Food zone solely and exclusively owns the Commercial Food zone Content and all the copyrights, trademarks, service marks, logos, trade names, distinctive brand features, and other intellectual and proprietary rights throughout the world associated with the MENAFoods Platform and Commercial Food zone Content (the 'IP Rights'), which may be protected by applicable intellectual property and proprietary rights and laws. The Merchant acknowledges that the MENAFoods Platform contains original works and has been developed, compiled, prepared, revised, selected, and arranged by Commercial Food zone through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and constitutes the valuable intellectual property of Commercial Food zone.
Merchant agrees to protect Commercial Food zone's IP Rights and the proprietary rights of all others having rights in the MENAFoods Platform during and after the Term and to comply with all reasonable written requests made by Commercial Food zone or its suppliers and licensors of content or otherwise to protect their and others' contractual, statutory, and common law rights in the MENAFoods Platform. Merchant acknowledges and agrees that Commercial Food zone (or Commercial Food zone's licensors) own all legal rights, titles, and interests in and to MENAFoods Platform, including any IP Rights which subsist in the MENAFoods Platform (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless the Merchant has agreed otherwise in writing with Commercial Food zone, nothing in these Terms gives Merchant a right to use any of Commercial Food zone's IP Rights.
Merchant agrees not to use any framing techniques to enclose any trademark or logo or other proprietary information of Commercial Food zone; or remove, conceal, or obliterate any copyright or other proprietary notice or source identifier, including without limitation, the size, color, location, or style of any IP Rights and/or any other proprietary mark(s). Any infringement will lead to appropriate legal proceedings against the Merchant at the appropriate forum for seeking all available/possible remedies under applicable laws of the country. Merchants cannot modify, reproduce, publicly display or exploit in any form or manner whatsoever any of Commercial Food zone Content in whole or in part except as expressly authorized by Commercial Food zone.
Confidentiality
Parties shall strictly protect the confidentiality of all information related to the other party, its affiliates, customers, or customers of affiliates including information relating to business plans, formulations, suppliers or Merchants, product details, packaging information, commercial details, and the facts and contents of these Terms, disclosed by either party or becoming known to either party during the term of these Terms, whether or not in writing and whether or not designated to be confidential ('Confidential Information'). Confidential Information does not include information that is or was, at the time of the disclosure: generally known or available to the public.
Generally known or available to the public;
received by the receiving Party from a third party;
already in receiving Party’s possession prior to the date of receipt from disclosing Party; or
independently developed by the receiving Party without the use of the other Party’s Confidential Information.
Merchant will immediately notify Commercial Food zone if it becomes aware of or suspects any unauthorized use or access to the data or any other Confidential Information of Commercial Food zone, and shall cooperate with Commercial Food zone in investigation of such breach and the mitigation of any damage.
Disclaimers
To the fullest extent permitted by law, Commercial Food zone and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the Form, these Terms, and the MENAFoods Platform, and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Commercial Food zone makes no warranties or representations about the accuracy or completeness of the content and data on MENAFoods Platform or the Commercial Food zone content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Merchant's access to and use of MENAFoods Platform, (c) any unauthorized access to or use of Commercial Food zone's servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the MENAFoods Platform (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the MENAFoods Platform by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the MENAFoods Platform.
The Merchant hereby undertakes to indemnify, hold harmless, and defend Commercial Food zone against any and all claims, costs, damages and losses that may arise on account of breach of any Merchant obligation and/or any act or omission of the Merchant or its employees, provided such claim, cost, damage, or loss has not resulted from any gross negligence or willful misconduct directly and solely attributable to Commercial Food zone.
Limitation of Liability
Under no circumstances shall either party be liable for incidental, special, or consequential damages (however arising), including, but not limited to, loss of profit, loss of use or loss of revenue, or damage to business or reputation arising hereunder, whether or not such Party has been made aware of the possibility of such loss.
Notwithstanding anything contrary contained in these Terms, the maximum liability of Commercial Food zone under this Form shall not exceed the total value of the Order under which the claim arose.
Notices
All notices will be given in writing by registered post, hand delivery, or by way of email to the following addresses:
If to Commercial Food zone:
Attention of: Legal Team
Postal Address:
Ground Floor, 12A, 94 Meghdoot, Nehru Place, New Delhi -110019
Email Address: legal@Commercial Food zone.com
If to the Merchant:
To the email ID and address provided in the Form.
The notices shall be deemed to be received on the date of receipt if by registered post, on the date of delivery, if by hand delivery, and at the time the email is received in the inbox of the addressee, if by email.
Governing Law
The Form and/or these Terms shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws. The Parties hereto consent to and agree to submit to the exclusive jurisdiction of the courts of New Delhi for any action or proceeding arising under or by reason of the Form and/or these Terms and to the venue of such action or proceeding in such courts.
Severability
If any part or any provision of the Form and/or these Terms is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of Form and/or these Terms. The Parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.
Waiver
Each Party agrees that any delay or omission on the part of the other party to exercise any right, power, or remedy under the Form and/or these Terms will not automatically operate as a waiver of such right, power, or remedy or any other rights, powers, or remedies and no waiver will be effective unless it is in writing and delivered to the other party in the manner. Further, the waiver or the single or partial exercise of any right, power, or remedy by either party hereunder on one occasion shall not be construed as a bar to a waiver of any successive or other rights, powers, or remedies on any other occasion.
Entire Agreement
Form and/or these Terms, together with the other documents specifically attached to the Form or referred to herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings, promises, representations, agreements, and negotiations between the Parties, oral or written. These Terms are an electronic record and do not require any physical or digital signature, as per the Information Technology Act, 2000.
No Third Party Rights
No term of the Form and these Terms shall be enforceable by a third party.
No Assignment
The Merchant must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Form or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Merchant’s obligations under it.
Independent contractors
The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Commercial Food zone and the Merchant are independent contractors and neither has any authority to bind the other.
Acceptance to Commercial Food zone’s Privacy Policy
By signing the Form, the Merchant acknowledges and agrees to be bound by Commercial Food zone’s privacy policy. The Merchant agrees that all communications including telephonic communications between Commercial Food zone and the Merchant may be recorded.
Modification
Commercial Food zone may modify these Terms including upgrading, modification, or replacement of the Services from time to time, and any such changes will (i) be reflected on the MENAFoods Platform and the Website, and (ii) be effective immediately upon the changes being reflected on the MENAFoods Platform and the Website. The Merchant agrees to be bound by any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the MENAFoods Platform and the Website from time to time.
Loans through third parties for Orders
If the Merchant uses any third party credit facility, whether directly made available by any bank or financial institution either directly or through a lending service provider (“Lender”) for the purchase of any Goods on the MENAFoods Platform (“Loan”), the Merchant acknowledges and agrees that:
the Merchant shall be solely responsible for the repayment of the Loan at all times (including in case of termination of the arrangement, if any, between Commercial Food zone and such bank/ financial institution/ lending service provider);
the Merchant shall deal with the lending service provider and/or their lending partners directly for all queries/ grievances in relation to the Loan;
if any Loan is availed by the Merchant, and the Merchant defaults in its repayment obligations in relation to such Loan as communicated by the Lender or its representatives, Commercial Food zone may, in its sole discretion, restrict the Merchant’s ability to make further purchases on the MENAFoods Platform. Commercial Food zone shall not be responsible or held liable in any manner whatsoever for the same;
Commercial Food zone and its affiliates are not and shall not be deemed to be a lender, a digital lending application or a lending service provider with respect to the Loan.
Terms and Conditions
MENAFoods BY Commercial Food Zone Establishment MERCHANT TERMS AND CONDITIONS ("TERMS")
These Terms form an integral part of the Merchant Enrolment Form for MENAFoods by Commercial Food zone ("Form") and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the "Merchant"), and Commercial Food zone MENAFoods Private Limited (formerly known as Commercial Food zone Internet Private Limited) and its affiliates (collectively, "Commercial Food zone"), regarding the use of MENAFoods Platform (as defined below) for the purchase of Goods (as defined below) by the Merchant from Commercial Food zone.
Definition
'Commencement Date' means the date on which the Merchant receives a confirmation email from Commercial Food zone upon successful completion of the sign-up process on the MENAFoods Platform or the date of execution of the Form, whichever is earlier.
'Credit Facility' means the option availed by the Merchant to place Order(s) on a credit basis during the Credit Period.
'Credit Limit' means the maximum amount that the Merchant is permitted to keep as outstanding during the Credit Period which may be revised by Commercial Food zone at its sole discretion without any prior intimation. This Credit Limit shall be communicated by Commercial Food zone to the Merchant in writing from time to time.
'Credit Period' means the period as communicated by Commercial Food zone to the Merchant, within which the Merchant shall clear all its outstanding dues.
'Goods' shall mean the goods available on the MENAFoods Platform.
'MENAFoods Platform' means the online technology platform owned by Commercial Food zone where the Goods are displayed and the Merchant can place Order(s) for the Goods.
'Logistics Partner' means third party logistics service provider, who delivers the Goods to the Merchant.
'Merchant' means the entity/individual being the legal owner/operator in the HORECA (hotel, restaurant or catering) sector as mentioned in the Form.
'Merchant Content' means any content including reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data provided on the MENAFoods Platform.
'Order(s)' means an order placed by the Merchant with Commercial Food zone for the purchase of Goods via the MENAFoods Platform or otherwise through offline assisted sales.
'Parties' means Commercial Food zone and the Merchant.
'Perishable Goods' shall mean goods including bakery items, fruits and vegetables, frozen products, dairy products, chicken and eggs, mutton and seafood etc. that have a limited shelf life and are prone to spoilage, decay, and/or deterioration.
'Price' means the selling price of the Goods as indicated on the MENAFoods Platform and/or communicated by Commercial Food zone to the Merchant at the time of placing Order(s) and/or as intimated by Commercial Food zone to the Merchant from time to time.
‘Services’ means the services offered by Commercial Food zone to the Merchant through the MENAFoods Platform.
'Website' means www.MENAFoods.com (including the webpages contained or hyperlinked therein and owned or controlled by Commercial Food zone), and such other media or media channels, devices, mobile applications, software, or technologies as Commercial Food zone may choose from time to time.
'Commercial Food zone Content' means the content that Commercial Food zone creates and makes available in connection with the MENAFoods Platform and the Goods including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with the activities associated with the Merchant’s account.
General Understanding
Commercial Food zone will list and display the Goods and the Prices on the MENAFoods Platform. The Merchant, upon signing up on the MENAFoods Platform, may use the MENAFoods Platform to browse, select and place Order(s) for purchase of the Goods.
Once the Order is placed, Commercial Food zone will indicate the tentative delivery time on the MENAFoods Platform and provide the Merchant with functionality to check for updates on the delivery status of the Order.
QUALITY STANDARDS; COMPLIANCE WITH APPLICABLE LAW:
Commercial Food zone will supply the Goods based on the description and specification of the Order(s) placed by the Merchant from time to time.
Parties shall conduct themselves in accordance with these terms and be in compliance with all applicable laws.
The Merchant understands and agrees that Commercial Food zone shall never be liable for manufacturing and/or manufacturing relating aspects of the Goods, as Commercial Food zone only sources the Goods from third-party manufacturers and supplies the Goods to the Merchant. It is hereby clarified that any issue concerning the manufacturing of the Goods including but not limited to quality, ingredients, shelf-life of the Goods, details on the packaging of the Goods etc., as may be required under applicable laws shall be the sole responsibility of the third party manufacturer and Commercial Food zone shall not form Party to such disputes. Commercial Food zone however shall extend its support to connect the Merchant with the third-party manufacturers. Further, Commercial Food zone disclaims its liability concerning deliveries of the Goods where the Goods are directly delivered from the third-party manufacturer to the Merchant’s location.
The Merchant understands and agrees that Commercial Food zone does not accept any cash deposits into its bank account and the Merchant shall be solely liable and responsible for any consequences arising from making any cash deposits into Commercial Food zone’s bank account. The Merchant hereby agrees that in case any cash deposits are done by the Merchant or any of its authorized representatives, Commercial Food zone reserves the right to treat such cash deposit(s) in accordance with applicable tax laws and the Merchant shall indemnify Commercial Food zone for any losses/consequence(s) which Commercial Food zone may incur from treatment of such cash deposits in accordance with applicable tax laws.
The arrangement between the Parties shall start on the Commencement Date and unless terminated in accordance with this clause shall continue indefinitely ('Term').
Either party may terminate the arrangement, with or without cause, at any time by giving a seven (7) day prior written notice to the other party.
Commercial Food zone reserves the right to terminate the arrangement or suspend the access of MENAFoods Platform to the Merchant with immediate effect if:
Merchant defaults in making payment for two (2) consecutive times;
Upon the happening of any of the insolvency events such as bankruptcy, appointment of a receiver, administrator, liquidator, winding up, dissolution;
Commercial Food zone identifies any fraudulent and/or suspicious activity on the Merchant’s account;
The Merchant fails to comply with applicable laws and/or these Terms.
Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the Parties at the date of termination; and (b) shall have no effect on: (i) the validity of Goods already supplied to the Merchant; or (ii) Merchant’s obligations to pay for Goods already purchased and/or delivered in accordance with these Terms.
Commercial Food zone agrees to sell the Goods to the Merchant at the Price as indicated on the MENAFoods Platform at the time of placing Order(s) or at such other price as mutually agreed between the Parties from time to time. Commercial Food zone reserves the right to revise the said Price at its sole discretion at any given time without prior notice to the Merchant prior to placing of Order(s).
Quality of Goods
It will be the responsibility of the Merchant to check the quality and quantity of the Goods at the time of delivery. In case the Merchant fails to raise any concerns related to quantity and/or quality of the Goods at the time of delivery, the Merchant will not have the right to raise a replacement request thereafter. The Merchant agrees that Commercial Food zone will not be responsible for any deficiency, damage, or claims as regards the quality or quantity of Goods after the Goods have been delivered to and accepted by the Merchant.
The Merchant will utilize the Goods ordered from the MENAFoods Platform before the specified expiry date, failing which, Commercial Food zone will not be held liable in any way for the quality of such Goods supplied.
In the event the delivery of Perishable Goods is delayed due to any reason(s) attributable to the Merchant and the quality of such Perishable Goods is affected, the Merchant hereby agrees that Commercial Food zone shall not issue any refunds for such Perishable Goods whose quality has been affected.
Obligations of Merchant
Merchant will make timely payment of invoices raised by Commercial Food zone for the sale of Goods in accordance with the Form and/or these Terms.
Merchant will accept the delivery of Goods once it arrives at the designated location of the Merchant, without causing any delay. Commercial Food zone will attempt delivery only once. In case, there is a delay of more than ten (10) minutes in accepting the delivery of the Goods, Commercial Food zone reserves the right to recall the Goods without refunding the payment for the Goods to the Merchant.
Merchant will provide all information and support that may reasonably be requested by Commercial Food zone to enable it to discharge its duties under these Terms.
If the delivery address of the Merchant requires delivery of the Goods on a higher floor (more than two (2) floors) of a building, it will be the Merchant’s sole responsibility to provide an elevator service/assistance to deliver the Goods to the designated address.
Merchant will ensure that the information provided to Commercial Food zone is current and accurate, including but not limited to the Merchant’s name, address, contact telephone number, email, manager/contact person details, delivery address, delivery times, and other relevant information.
The Merchant may request for cancellation of Order(s) placed through the MENAFoods Platform, however, upon receiving such a request, Commercial Food zone will review such request basis certain factors including but not limited to the timeline within which cancellation request is placed with Commercial Food zone for canceling the specified Order(s). However, the Merchant hereby acknowledges that Commercial Food zone does not guarantee any cancellation of Order(s) and related returns and/or refunds once the Order has been placed on the MENAFoods Platform.
The Merchant will be solely responsible for the non-delivery of the Goods, in case the Merchant fails to accept the delivery of Goods at the designated location and within the agreed timelines due to reasons attributable to the Merchant. Commercial Food zone further reserves the right to levy a penalty of INR 1500/- (Indian Rupees one thousand five hundred only) for the losses suffered by Commercial Food zone due to such failure in accepting the delivery within the agreed timeline.
Invoice and Payments
Commercial Food zone will deliver the Goods along with the relevant invoice.
In consideration for the Goods sold by Commercial Food zone, the Merchant shall be liable to pay Commercial Food zone the Price, as reflected on the Invoice shared at the time of delivery of Goods to the Merchant.
Merchants availing the Credit Facility:
Merchants who are eligible and avail the credit facility from Commercial Food zone, agree to be bound by the following terms;
They will clear the Invoices within the Credit Period as informed by Commercial Food zone to the Merchant from time to time, failing which Commercial Food zone reserves the right to disable the Merchant from placing any further Order(s) via MENAFoods Platform till such time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Commercial Food zone under these Terms or as per applicable laws. Commercial Food zone, also reserves the right to, at its own discretion, levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues.
Notwithstanding anything contrary contained in these Terms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Commercial Food zone and all Commercial Food zone Group Companies to withhold and deduct any amounts payable to the Merchant under any agreement, arrangement or understanding between the Merchant and any Commercial Food zone Group Company, and apply such amounts to set off any amounts owed by the Merchant to Commercial Food zone under, or in connection with the Form and/or Terms. For the provisions of this clause, the term “Commercial Food zone Group Company” shall be deemed to include its parent company (i.e. Commercial Food zone Limited) and any of its affiliates and subsidiaries.
That any information provided by you including your PAN and GST details for the purposes of availing Services from Commercial Food zone, may be shared by Commercial Food zone with third party service provider(s) for evaluating (i) whether Commercial Food zone can extend You the Credit Facility; and (ii) the Credit Limit which can be sanctioned to you by Commercial Food zone.
That it shall for the purposes of availing Credit Facility (i) maintain sufficient funds in its bank account; and (ii) provide copy(ies) of undated cheques (“UDC”) and/or bank guarantees in favor of Commercial Food zone, as a security for availing Credit Facility from Commercial Food zone. The Merchant acknowledges and agrees that Commercial Food zone reserves the right to encash the UDC and/or bank guarantees in case the Merchant defaults to clear any Invoice(s) within the Credit Period.
The Merchant will provide Goods and Service Tax Identification Number ('GSTIN'), Permanent Account Number ('PAN'), and such other documents as may be required by Commercial Food zone for the purpose of generating appropriate Invoices and for settlement of payments.
Commercial Food zone will raise the Invoice to the Merchant at the time of delivery of Goods containing such particulars as may be prescribed under the GST act and rules thereunder, as amended from time to time for the cost of Goods plus applicable taxes ('Invoice').
The tax collected at source under (“TCS”) u/s 206C(1H) of the Income Tax Act, 1961:
Commercial Food zone is required to collect tax at source against consideration collected above the threshold limit prescribed under the Income Tax Act, 1961 at the applicable rate. Commercial Food zone hereby clarifies that TCS u/s 206C(1H) of the Income Tax Act, 1961 will be levied on the Invoice at the time of placing the Order(s) by the Merchant and on the full value as provided in the Invoice.
Commercial Food zone will remit the collected TCS u/s 206C(1H) of the Income Tax Act, 1961, to the respective government account and report against the PAN as available on Commercial Food zone records. Such remittances and reportings will be considered as complete fulfillment of Commercial Food zone's obligations in this regard. Commercial Food zone will share a quarterly TCS certificate with the Merchant within the time stipulated under the Income-tax Act.
The Merchant will be solely responsible to provide correct PAN details to Commercial Food zone and reconcile TCS u/s 206C(1H) of the Income Tax Act, 1961, with the tax statements and certificates provided by Commercial Food zone from time to time.
The Merchant may be eligible to claim credit of the TCS u/s 206C(1H) of the Income Tax Act, 1961, on the basis of tax returns filed by it with the relevant government tax authorities. Merchant acknowledges and agrees that it is the Merchant’s responsibility to reconcile and claim correct credit for the TCS u/s 206C(1H) of the Income Tax Act, 1961, for which the Merchant may be eligible. Merchant also agrees that in the event of any discrepancy between the returns filed by the Merchant and those filed by Commercial Food zone, the values reported by Commercial Food zone shall have precedence over the tax returns filed by the Merchant.
Any discrepancy identified at the time of reconciliation by the Merchant should be brought to the attention of Commercial Food zone within a period of fifteen (15) days from the date of receipt of the TCS certificate. Any delay on this account will relieve Commercial Food zone of any obligation to undertake corrective action to resolve the discrepancy. Under no circumstances, Commercial Food zone shall entertain any discrepancy in the reported value after 31st July of the year following the financial year to which the transactions were undertaken and reported.
Merchant agrees and acknowledges that Commercial Food zone shall not be held liable in any manner in the event the Merchant does not receive the benefit of TCS due to incorrect particulars provided by the Merchant to Commercial Food zone.
Effect of Termination
In case of termination of this arrangement, all pending undisputed Invoices will be paid by the Merchant to Commercial Food zone, within a period of seven (7) days from the date of such termination, failing which, Commercial Food zone will levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Commercial Food zone under these Terms or as per applicable laws.
Ownership of Commercial Food zone Content and Proprietary Rights.
Commercial Food zone solely and exclusively owns the Commercial Food zone Content and all the copyrights, trademarks, service marks, logos, trade names, distinctive brand features, and other intellectual and proprietary rights throughout the world associated with the MENAFoods Platform and Commercial Food zone Content (the 'IP Rights'), which may be protected by applicable intellectual property and proprietary rights and laws. The Merchant acknowledges that the MENAFoods Platform contains original works and has been developed, compiled, prepared, revised, selected, and arranged by Commercial Food zone through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and constitutes the valuable intellectual property of Commercial Food zone.
Merchant agrees to protect Commercial Food zone's IP Rights and the proprietary rights of all others having rights in the MENAFoods Platform during and after the Term and to comply with all reasonable written requests made by Commercial Food zone or its suppliers and licensors of content or otherwise to protect their and others' contractual, statutory, and common law rights in the MENAFoods Platform. Merchant acknowledges and agrees that Commercial Food zone (or Commercial Food zone's licensors) own all legal rights, titles, and interests in and to MENAFoods Platform, including any IP Rights which subsist in the MENAFoods Platform (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless the Merchant has agreed otherwise in writing with Commercial Food zone, nothing in these Terms gives Merchant a right to use any of Commercial Food zone's IP Rights.
Merchant agrees not to use any framing techniques to enclose any trademark or logo or other proprietary information of Commercial Food zone; or remove, conceal, or obliterate any copyright or other proprietary notice or source identifier, including without limitation, the size, color, location, or style of any IP Rights and/or any other proprietary mark(s). Any infringement will lead to appropriate legal proceedings against the Merchant at the appropriate forum for seeking all available/possible remedies under applicable laws of the country. Merchants cannot modify, reproduce, publicly display or exploit in any form or manner whatsoever any of Commercial Food zone Content in whole or in part except as expressly authorized by Commercial Food zone.
Confidentiality
Parties shall strictly protect the confidentiality of all information related to the other party, its affiliates, customers, or customers of affiliates including information relating to business plans, formulations, suppliers or Merchants, product details, packaging information, commercial details, and the facts and contents of these Terms, disclosed by either party or becoming known to either party during the term of these Terms, whether or not in writing and whether or not designated to be confidential ('Confidential Information'). Confidential Information does not include information that is or was, at the time of the disclosure: generally known or available to the public.
Generally known or available to the public;
received by the receiving Party from a third party;
already in receiving Party’s possession prior to the date of receipt from disclosing Party; or
independently developed by the receiving Party without the use of the other Party’s Confidential Information.
Merchant will immediately notify Commercial Food zone if it becomes aware of or suspects any unauthorized use or access to the data or any other Confidential Information of Commercial Food zone, and shall cooperate with Commercial Food zone in investigation of such breach and the mitigation of any damage.
Disclaimers
To the fullest extent permitted by law, Commercial Food zone and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the Form, these Terms, and the MENAFoods Platform, and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Commercial Food zone makes no warranties or representations about the accuracy or completeness of the content and data on MENAFoods Platform or the Commercial Food zone content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Merchant's access to and use of MENAFoods Platform, (c) any unauthorized access to or use of Commercial Food zone's servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the MENAFoods Platform (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the MENAFoods Platform by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the MENAFoods Platform.
The Merchant hereby undertakes to indemnify, hold harmless, and defend Commercial Food zone against any and all claims, costs, damages and losses that may arise on account of breach of any Merchant obligation and/or any act or omission of the Merchant or its employees, provided such claim, cost, damage, or loss has not resulted from any gross negligence or willful misconduct directly and solely attributable to Commercial Food zone.
Limitation of Liability
Under no circumstances shall either party be liable for incidental, special, or consequential damages (however arising), including, but not limited to, loss of profit, loss of use or loss of revenue, or damage to business or reputation arising hereunder, whether or not such Party has been made aware of the possibility of such loss.
Notwithstanding anything contrary contained in these Terms, the maximum liability of Commercial Food zone under this Form shall not exceed the total value of the Order under which the claim arose.
Notices
All notices will be given in writing by registered post, hand delivery, or by way of email to the following addresses:
If to Commercial Food zone:
Attention of: Legal Team
Postal Address:
Ground Floor, 12A, 94 Meghdoot, Nehru Place, New Delhi -110019
Email Address: legal@Commercial Food zone.com
If to the Merchant:
To the email ID and address provided in the Form.
The notices shall be deemed to be received on the date of receipt if by registered post, on the date of delivery, if by hand delivery, and at the time the email is received in the inbox of the addressee, if by email.
Governing Law
The Form and/or these Terms shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws. The Parties hereto consent to and agree to submit to the exclusive jurisdiction of the courts of New Delhi for any action or proceeding arising under or by reason of the Form and/or these Terms and to the venue of such action or proceeding in such courts.
Severability
If any part or any provision of the Form and/or these Terms is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of Form and/or these Terms. The Parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.
Waiver
Each Party agrees that any delay or omission on the part of the other party to exercise any right, power, or remedy under the Form and/or these Terms will not automatically operate as a waiver of such right, power, or remedy or any other rights, powers, or remedies and no waiver will be effective unless it is in writing and delivered to the other party in the manner. Further, the waiver or the single or partial exercise of any right, power, or remedy by either party hereunder on one occasion shall not be construed as a bar to a waiver of any successive or other rights, powers, or remedies on any other occasion.
Entire Agreement
Form and/or these Terms, together with the other documents specifically attached to the Form or referred to herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings, promises, representations, agreements, and negotiations between the Parties, oral or written. These Terms are an electronic record and do not require any physical or digital signature, as per the Information Technology Act, 2000.
No Third Party Rights
No term of the Form and these Terms shall be enforceable by a third party.
No Assignment
The Merchant must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Form or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Merchant’s obligations under it.
Independent contractors
The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Commercial Food zone and the Merchant are independent contractors and neither has any authority to bind the other.
Acceptance to Commercial Food zone’s Privacy Policy
By signing the Form, the Merchant acknowledges and agrees to be bound by Commercial Food zone’s privacy policy. The Merchant agrees that all communications including telephonic communications between Commercial Food zone and the Merchant may be recorded.
Modification
Commercial Food zone may modify these Terms including upgrading, modification, or replacement of the Services from time to time, and any such changes will (i) be reflected on the MENAFoods Platform and the Website, and (ii) be effective immediately upon the changes being reflected on the MENAFoods Platform and the Website. The Merchant agrees to be bound by any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the MENAFoods Platform and the Website from time to time.
Loans through third parties for Orders
If the Merchant uses any third party credit facility, whether directly made available by any bank or financial institution either directly or through a lending service provider (“Lender”) for the purchase of any Goods on the MENAFoods Platform (“Loan”), the Merchant acknowledges and agrees that:
the Merchant shall be solely responsible for the repayment of the Loan at all times (including in case of termination of the arrangement, if any, between Commercial Food zone and such bank/ financial institution/ lending service provider);
the Merchant shall deal with the lending service provider and/or their lending partners directly for all queries/ grievances in relation to the Loan;
if any Loan is availed by the Merchant, and the Merchant defaults in its repayment obligations in relation to such Loan as communicated by the Lender or its representatives, Commercial Food zone may, in its sole discretion, restrict the Merchant’s ability to make further purchases on the MENAFoods Platform. Commercial Food zone shall not be responsible or held liable in any manner whatsoever for the same;
Commercial Food zone and its affiliates are not and shall not be deemed to be a lender, a digital lending application or a lending service provider with respect to the Loan.