AmazonBusiness.in Terms and Conditions
A. GENERAL TERMS AND CONDITIONS
The terms and conditions provided herein ("Terms and Conditions") are all the terms and conditions that shall govern the transactions/dealings in the nature of sale made by Amazon Wholesale (India) Private Limited, a private limited company incorporated under the laws of India, and having its registered address at Unit 504, 5th Floor, Salcon Rasvilas Building, Plot no. D-1, Saket District Centre, Saket, New Delhi ("Amazon", which expression shall, unless repugnant to the context or meaning thereof, include its Affiliates and permitted assigns) and the purchases made by the entity which has duly filled up the Registration Form above ("Customer") through email, or any other means of communication, exchanged between the Customer and Amazon. For the purpose of these Terms and Conditions, the Customer and Amazon have been individually referred to as "party" and collectively as the "parties". For the purpose of these Terms and Conditions, Affiliate shall mean any entity that is domiciled in India in which Amazon or its group companies have directly or indirectly, certain economic interest.
Amazon is a wholesale company engaged in the business of selling products to retailers, industrial, commercial, institutional or other professional business users or to other wholesalers and related subordinate service providers through its website (www.amazonbusiness.in) ("Amazon Site"). These Terms and Conditions provide as follows:
(a) Registration: The Customer shall be eligible to purchase products from Amazon only upon receipt of a confirmation email from Amazon ("Registration Email"), upon having submitted a duly filled up and executed Registration Form along with the documents ("Documents") so requested by Amazon.
(b) Quality of products: The Customer can view the description of the products sold by Amazon through the product description data available on the Amazon Site. While Amazon has taken precautions to avoid inaccuracies, all content, information, software, products, services and related graphics are provided as is, without warranty of any kind and should be used as a guide only. Amazon further expressly disclaims any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted, or the content (including product information and/or specifications) communicated by Amazon by e-mail or any other means whatsoever.
(c) Orders: The Customer shall place orders on the Amazon Site. All orders placed by the Customer on the Amazon Site will constitute a valid and confirmed Purchase Order ("Order") and Amazon will consequently take all necessary steps to fulfill the Orders in accordance to the timelines committed on the Amazon Site, which may be amended by Amazon at its sole discretion. The Customer will receive an e-mail on its registered email address confirming the receipt of the Customer's Order and containing the details of the Customer's Order (the "Order Confirmation E-mail"). The Order Confirmation E-mail is an acknowledgement that Amazon has received the Customer's Order. Amazon will continue to update the Customer with respect to the Order fulfillment process by sending update emails on the registered email address of the Customer. Amazon shall have the right to consolidate the items in the Order under a single shipment or undertake part shipment of the Orders. The Customer hereby agrees and acknowledges that notwithstanding the foregoing, fulfillment of any Order shall be subject to the realization of full payment by the Customer to Amazon of all dues relating to that Order.
(d) Cancellation of Orders: Amazon shall have the right to cancel or refuse any Order placed by the Customer any time before dispatching the products to the shipping address of the Customer. The Customer can cancel the Order any time before Amazon has initiated the dispatch of the products to the shipping address of the Customer. The Customer can also modify the payment channels in relation to the Order any time before Amazon has initiated the process for dispatching the Order.
(e) Prices and Margin: All products are sold subject to the relevant prices displayed on the Amazon Site at the time the Order is placed by the Customer. Any concessional rate of tax charged, subject to issuance of specified statutory declaration/ certifications will be furnished within reasonable time. Failure to furnish statutory declaration/ certifications within reasonable time would result in recovery of differential tax along with interest and penalty, as applicable, which the Customer shall additionally pay to Amazon. Amazon reserves the right to increase the price of the products at any time by updating the details displayed on the Amazon Site. Any additional and/or ancillary charges, if any, such as delivery charges, the cost of certain forms of packing etc. will be added to Tax Invoice and shall form part of the above sale price.
Margin percentage mentioned on any product detail page on the Amazon Site is calculated in the following manner:
Margin % = (MRP – Selling Price)*100/ Selling Price
(f) Delivery of the products: The ordered products shall be delivered by Amazon to the shipping address specified by the Customer in accordance with the terms agreed upon by Amazon and the Customer in writing from time to time. Every shipping address of the Customer would need to be registered by adhering to the prescribed process.
(g) Transfer of Title and Risk of Loss: Notwithstanding anything contained in these Terms and Conditions, the title and risk of loss of the products shall be passed and transferred to the Customer from the time such product reaches the Customer's shipping address from the Amazon authorized carrier(s). In case of returns of the products in accordance with the provisions of these Terms and Conditions to Amazon, the risk of loss and title of the products shall stand transferred to Amazon upon handing over of the products by the Customer to the Amazon authorized carrier.
(h) Insurance: The Customer shall be required to maintain adequate insurance for the product once the product is received by it at its shipping address.
(i) Mode of Payment: Once the Customer is registered with Amazon, payments for all the purchases shall be made by the Customer through banking/payment channels acceptable to Amazon. The Customer may choose to make payment in advance, as a security deposit for supply of goods by Amazon, conditioned on the Customer placing an order on the Amazon Site. The Customer may ask for the advance amount to be returned at any point of time, which shall be processed by Amazon though the same banking/payment channels originally used by the Customer. The Customer shall update its banking / payment information as necessary to ensure that it remains accurate and complete at all times. Specific terms in this regard shall be agreed from time to time between the parties in writing. Amazon may extend additional methods of accepting payments on the Amazon Site, at any time at its sole discretion.
(j) Returns: Save and except for return of any mobile phones purchased by the Customer on the Amazon Site, the Customer may return the product in any of following events: (a) if the product is damaged when it is delivered to the Customer by Amazon authorized carrier(s); or (b) if the product provided to the Customer does not conform to the written specifications of the product as described on the Amazon Site at the time of purchase. The Customer agrees that a return will be accepted by Amazon subject to (a) the Customer informing Amazon of the product complaint and initiating a return within the return timelines as published by Amazon on Amazon Site from time to time (b) the products being returned without being tampered and/or used and in the condition in which they were received along with original packaging. For avoidance of doubt, Amazon will not receipt returns of any mobile phones from the Customers, and in case the Customer is in receipt of any damaged / defective mobile phones, it may contact the authorized service centers of the specific manufacturer of the said mobile phone.
(k) Consequence of Returns: Once the return is accepted by Amazon, it shall, at its sole discretion, issue a credit note equivalent to the amount of the original invoice (including the applicable VAT/CST if such returns are submitted within the timelines as required by Amazon) as a sale cancellation. In case of returns, the Customer will also issue to Amazon a valid debit note indicating the applicable VAT/CST component separately in compliance with applicable state laws. In case Customer fails to issue a valid debit note and there is any demand from the tax authorities on Amazon on account of non-receipt of debit note then the Customer shall indemnify Amazon for the amount so demanded along with the applicable interest and penalty.
(l) Disclaimers to Warranty: Amazon and/or its Affiliates shall neither be liable nor responsible in any manner for any actions or inactions, breach of terms, obligations, representations or warranties by the manufacturers of the products and hereby expressly disclaims any and all responsibility and liability in that regard. All products shall have a warranty as may be provided by the manufacturer of such products, if any. Amazon shall not be responsible to mediate, or resolve any dispute between the manufacturer of the products, the Customer and the end user of the products. Amazon expressly disclaims (1) any representations, warranties, declarations or guarantees regarding merchantability, fitness for a particular purpose of a product or non-infringement by the product; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from Amazon's negligence.
(m) Indemnification and Release: The Customer agrees to release from and hold harmless Amazon (and its officers, directors, employees, agents ,and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' and legal fees) (each, a "Claim") arising from or related to (1) its actual or alleged breach of any obligations under these Terms and Conditions; (2) or its actual or alleged violation of any laws or the rights of a third party; (3) any of the actions/inactions of the vendors/manufacturers from where the products have been procured by Amazon; (4) breach of the representations and warranties provided under these Terms and Conditions. Amazon specifically waives any claims or demands that the Customer may have in this behalf under any law, contract or otherwise.
(n) Term and Termination: The term of these Terms and Conditions will commence on the date of the Customer receiving the Registration Email ("Effective Date") and continue until terminated by either Amazon or the Customer as provided herein ("Term"). The Customer agrees that during the Term, Amazon may, at its sole discretion (with or without cause) have the right to terminate these Terms and Conditions without providing any notice to the Customer.
(o) Effects of Termination: The Customer agrees that any Documents submitted by it in connection with the Registration Email will be retained in Amazon's records at Amazon's sole discretion and Amazon shall not be obligated to return them to the Customer upon termination of these Terms and Conditions.
(p) Confidentiality: The parties agree that any information (including any written, tangible and/or intangible information) exchanged between or disclosed by either party to the other party from time to time, including but not limited to information pertaining to the products being purchased, catalogue prices, commercial terms under these Terms and Conditions, shall be the confidential information of the said party and either party shall not disclose the same to the public without taking the prior written approval of the other party.
(q) Representations and Warranties: The Customer hereby represents and warrants that (1) all Documents submitted under these Terms and Conditions are true, accurate and validly existing; and (2) it is purchasing the products and has submitted Documents under these Terms and Conditions (including but not limited to Documents for the purpose of registering its shipping address) solely for its retail or institutional, business, professional, industrial and commercial purposes, and/or for the purposes of consumption in connection with its business activity; and (3) it will provide a timely response to any recall request that may be initiated by Amazon in relation to any products under an Order, and comply with all assistance requested by Amazon in this regard; and (4) it hereby agrees and adheres to the provisions set forth under the Conditions of Use and the Privacy Notice displayed on the Amazon Site, as may be updated from time to time; and (5) any registrations or licenses or authorizations submitted as part of the Documents would continue to be valid and existing for any purchase conducted by the Customer on the Website, and all necessary renewals or extensions shall be duly applied for by the Customer.
(r) Use and Access of Customer account and password: The Customer's account shall be activated once the Customer receives a Registration Email. The Customer agrees that the Customer is responsible for maintaining the confidentiality of its registered account and password and for restricting unauthorized access or activity in relation to its account by any third party, and hereby releases Amazon from any responsibility in this regard. Notwithstanding the foregoing, the Customer may allow its authorized signatory or person ("Authorized Person") to access its account and password, provided Amazon has received all necessary documents / communication evidencing such access. The Authorized Person shall be granted all authority to conduct activities in relation to the Customer's account, and the Customer shall at all times be bound by and responsible for all actions of the Authorized Person. The Customer agrees to accept responsibility for all unauthorized activities that occur under its registered account with Amazon, and agrees and undertakes to indemnify Amazon and /or its Affiliates in the event of any claims arising as a result of any unauthorized activity resulting from the Customer's breach of the condition set forth hereunder. The Customer shall take all necessary steps to ensure that the password is kept confidential and secure and shall inform Amazon immediately if it has any reason to believe that its password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorized manner. The Customer should, at all times, ensure that the details being provided by the Customer to Amazon are correct and complete and undertakes to inform Amazon immediately of any changes to the information that was provided at the time of registration in the format/manner as may be prescribed by Amazon from time to time. Amazon shall not at any time be liable for any misuse of the registered account of the Customer because of information not being updated by the Customer or otherwise. Amazon reserves the right to terminate accounts, cancel membership, remove or edit content at any time without notice to the Customer.
(s) Governing Law and Jurisdiction: These Terms and Conditions are governed by the laws of India, without reference to any applicable conflict of laws. Both parties to these Terms and Conditions agree to submit to the exclusive jurisdiction of the Indian courts at Bangalore, India for disputes arising out of these Terms and Conditions.
(t) Relationship between the Parties: Amazon and the Customer are independent contractors engaged in a non-exclusive arrangement, and nothing in these Terms and Conditions will be construed to create any other relationship between the parties.
(u) Communication: We will send all notices and other communications (including transactional, promotional and/or commercial communication) to you at the e-mail addresses you designated for notifications and updates in your programme application or Your Account respectively, or at the valid phone number provided by you or any other means then specified by Amazon. You consent to receive such communications through any mode including SMS, e-mail, phone calls etc.
B. OTHER TERMS AND CONDITIONS
All other terms and condition including the commercial terms (including but not limited to the credit terms, as may be applicable) shall be agreed by the parties mutually in writing and the Customer agrees and acknowledges that once the commercial terms have been agreed upon by the Customer in writing, such agreed terms shall be considered to be an integral part of these Terms and Conditions and shall be valid and binding on the parties.
C. ENTIRE AGREEMENT AND REVISIONS
These Terms and Conditions represent the entire agreement between the parties with respect to the subject matter described herein and supersede any previous or contemporaneous oral or written agreements and understandings. Amazon reserves the right to change any of the terms contained in these Terms and Conditions including any commercial terms incorporated herein, at any time in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) Amazon emailing the revised terms to you on your registered email address; or (b) Amazon posting the revised terms on the Amazon Site. The Customer is responsible for reviewing any revised terms and any notice of revision that may be posted on the Amazon Site. The Customer's continued operation or use of the Amazon Site following Amazon emailing or posting any revised terms or notice of revision on the Amazon Site, will constitute the Customer's acceptance of the revised Terms and Conditions. If the Customer does not agree to any changes in these Terms and Conditions, the Customer must not continue to transact or use the Amazon Site, and must give Amazon notice in writing immediately within a period of 5 (five) days from the receipt of Amazon's email or posting of the revised terms or the notice of revision on the Amazon Site, whichever occurs earlier.
The authorized representatives of Amazon and the Customer agree to the above Terms and Conditions on the day the Customer confirms their acceptance through the mode made available by Amazon.