1. Applicable Law:
This site is created and controlled by Deadstock.co.in in Bangalore, India; as such the laws of India shall apply; courts in Bangalore shall have jurisdiction in respect of all the terms, conditions and disclaimers. Deadstock.co.in reserves the right to make changes to the site and the terms, conditions and disclaimers.
"www.deadstock.co.in"/"Site" means the online shopping platform owned and operated by Merkur Ventures Private Limited, which provides a venue to the users of deadstock.co.in to buy the products listed on deadstock.co.in.
"Vendor"/"Seller" shall mean the person or any legal entity who offers for sale, sells the products on deadstock.co.in.
"Customer" / "Buyer" shall mean the person or any legal entity who accepts the offer for sale on deadstock.co.in by placing an order for and or purchases any products offered for sale on deadstock.co.in.
"User"/ "You" means and includes you and/or any person or an entity including Vendor/Seller using or accessing the services provided on this Site.
You represent and warrant that you are competent and eligible to enter into legally binding agreement and have the requisite authority to bind the other party to this Agreement. You shall not use this Site if you are not competent to contract under the applicable laws, rules and regulations. If any point of time Deadstock.co.in may come to know that the user is below the age of 18 years then Deadstock.co.in reserves its right to delete the said user's account after observing due diligence.
4. Term of Agreement/Service:
5 Modification of Terms and conditions of Service:
Deadstock.co.in may at any time modify the terms and conditions ("Terms") of the Service without any prior notification to you. You can access the latest version of the Terms at any given time. You should regularly review the Terms. In the event the modified Terms are not acceptable to you, you should discontinue using the service. However, if you continue to use the service you agree to accept and abide by the modified Terms.
6. Registration Data:
To avail of and use the Services you will have to register with Deadstock.co.in Shopping. As a part of registration process you agree to provide Deadstock.co.in Shopping current, complete, and accurate registration information (the "Registration Data") as prompted to do by the Service and to maintain and update this information as required to keep it current, complete and accurate.
If you provide any information that is untrue, inaccurate not current or incomplete or Deadstock.co.in has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Deadstock.co.in has the right to indefinitely suspend or terminate your membership and refuse to provide you with access to Deadstock.co.in Shopping.
You shall be responsible for maintaining the confidentiality of your password, which you will not be under an obligation to reveal to any representative or agent of Deadstock.co.in.
You agree and understand that Deadstock.co.in Shopping service is advertising supported and you grant Deadstock.co.in the right to disclose the aggregate Registration Data to third parties in connection with marketing the Services. Furthermore, you agree and grant Deadstock.co.in the right to use your individual Registration Data to provide targeting of advertisements and other Service offers.
You shall notify Deadstock.co.in of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password.
7. Electronic Communication:
Users consents to receive communications from Deadstock.co.in electronically. Deadstock.co.in will communicate with Users by email or by posting notices on the Site.
8.1 The Company shall offer to the Vendor its services for facilitating online sale of the Vendor’s product which shall include hosting plumbing stocks & materials, Wall & Floor Tiles, Cement & Steel related products, Kitchen Accessories, Paints, Plywood & Doors, Green Building products etc. from various manufacturers and lifestyle brands (collectively, "Products") (if availed by the Vendor), payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vendor shall pay service charges as specified under these presents, to the Company for the sale being effected through the Online Store created on the Deadstock.co.in Shopping website of the Company.
9. Consideration and Payment Terms:
9.1. Vendor shall make the payment for Sign-up fees as specified in the website www.deadstock.co.in for the creation of Online Store at the time of execution of this Agreement. Payment of Sign up fees shall be made 100% in advance unless specified. The service tax if any shall be charged by the Company, at the applicable rates.
9.2. The said sign-up fee is a non- refundable fee for the creation of Online Store. The said online store shall be displayed on the Deadstock.co.in Shopping website during the subsistence of this Agreement.
9.3. The Company shall collect the Payment on behalf of the Vendor in respect of the Orders received through Online Store. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Vendor at the rates specified by the Company and updated to the Vendor via email. The Company shall pay the Vendor an amount recovered as Price minus the sum of shipping charges, service charges and shipment cost in respect of approved order(s) through the Online Store. The shipment cost will be levied at Rs. 15/- per transaction (by a particular customer). The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Vendor handles the Shipment of the Products; the Company shall pay to the Vendor an amount recovered as Price minus the service charges. Any amount to be paid to the Vendor by the Company shall be paid net of reversals.
9.4. In the event any order is reversed due to “Damaged product”, “Quality Issue”, “Not delivered” or “Wrong Item delivered”, Vendor agrees that the Company shall levy the Service charges, plus a penalty of the service charge of the product (upto a maximum limit of Rs 500) and the said charges will be deducted from the amount due and payable to Vendor.
9.5. Further Company shall debit the Service charges (upto a maximum limit of Rs 500) to the Vendor in the event the product cannot be delivered by the Vendor due to “out of stock” and in such an event Vendor shall be liable to bear all the cost and claims (including cost of legal proceedings, cost of attorneys, claims, etc.) raised against the Company.
9.6. Payment reimbursement of the Sale Proceeds to Vendor shall be done by Company in the following manner:
9.6.1. Vendor shall prepare a consolidated advice list of all orders delivered to the customer, once in a week.
9.6.2. The Company after complete sale process without cancellation/returning of goods/products from buyer shall within 5 working days from the complete sale process pay the amount due to Vendor and dispatch the Cheques / Demand draft favoring the Vendors invoice name / on line transfers.
9.6.3. The Company shall deduct charges as specified in sub-clause 4 above and agreed with the Vendor from the total amount collected as Price for the orders received by the Vendor through online store.
9.7. Vendor agrees to bear all the applicable taxes duties, or other similar payments (including VAT or other form of taxes) arising out of the sales transaction of the product through the online store and deadstock.co.in shall not be responsible to collect, report, or remit any taxes arising from any transaction on behalf of Vendor.
10. Obligations of the Vendor:
The Vendor shall:
10.1. Through the interface provided by the Company on the creation on Online Store of Vendor, shall upload the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale through the said online store.
10.2. Vendor shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Vendor shall ensure to upload the product description and image only for the product which is offered for sale through the Online Store and for which the said Online Store is created.
10.3. Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision.
10.4. Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their online store.
10.5. At all times have access to the Internet and its email account to check the status of approved orders,
10.6. On receipt of the approved order, Vendor shall dispatch / deliver the products within a period not exceeding 48 hours or within the time as specified in the product description on its online store.
10.7. In respect of the orders for Products placed through the Online Store, Vendor shall submit proof of dispatch to the satisfaction of Company within 48 hours of the request made by Company.
10.8. In the event the products are not accepted by the Customer due to any wrong / damaged products dispatched, then the same shall be replaced by the Vendor at no extra cost to the aggrieved customer. Since the Company is a Facilitator, the Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
10.9. Update the Order Status including Airway Bill Number on a daily basis,
10.10. The Vendor shall not send any of its promotional or any other information with the Products ordered by the customer and also shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,
10.11. The Vendor shall dispatch the Products of same description, quality and quantity and price as are described and displayed on the Online Store and for which the Customer has placed the order.
10.12. Vendor shall raise invoice in the name of Customer. Vendor further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the online store to the customer and paid by/charged to the customer.
10.13. The Vendor shall not offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Indian laws.
10.14. The Vendor shall ensure that they own all the legal rights in the Products that are offered for sale on the Online Store.
10.15. The Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.
10.16. Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor.
10.17. The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
10.18. The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.
11. Online Shopping Platform:
You agree, understand and acknowledge that Deadstock.co.in Shopping is an online shopping platform, a venue enabling the users to buy any product listed on Deadstock.co.in Shopping at the price indicated on the terms and conditions indicated therein at any time from any place. You further agree and acknowledge that Deadstock.co.in Shopping is not involved in any sale and purchase of goods/products listed on this Site. Deadstock.co.in Shopping is only a facilitator, an intermediary and is not and cannot be a party to or control in any manner any transactions between the Vendor/Seller and the Customer/Buyer. Deadstock.co.in Shopping shall neither be responsible nor liable to mediate or resolve any disputes or disagreements between the Users.
Deadstock.co.in Shopping shall neither be liable nor responsible for any actions or inactions of Vendors and/or Sellers or any breach of conditions, representations or warranties by the Vendor or manufacturer of the products.
Deadstock.co.in Shopping does not sell or retail any products and does not ensure that the Users shall perform their obligations in respect of the transaction concluded on this Site and further expressly disclaims any warranties or representations express or implied in respect of quality, safety, merchantability, fitness for a particular purpose, or legality of the products listed and transacted on Deadstock.co.in Shopping.
You further agree and undertake that you are accessing the services available on this Site and transacting at your sole risk and are using your best and prudent judgment before entering into any transaction through this Site.
The Site is a channel of communication whereby the Users can reach a larger base to buy and sell items or services. Deadstock.co.in Shopping is only providing a platform for communication and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between the Seller and the Buyer. At no time shall any right, title or interest over the items vest with Deadstock.co.in Shopping nor shall Deadstock.co.in Shopping have any obligations or liabilities in respect of such contract. Deadstock.co.in Shopping is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of items, which are out of stock, back ordered, returned undelivered or otherwise unavailable. All items are offered only for a restricted time and only for the available supply/till stock lasts.
Deadstock.co.in Shopping accepts no liability for any errors or omissions, whether on behalf of itself or third parties.
Deadstock.co.in Shopping is not responsible and shall not be responsible for any non-performance or breach of any contract entered into between Users.
All orders shall be pre-approved with an acceptable method of payment as established by Deadstock.co.in Shopping which may call for and require additional verification or information.
The address at which delivery of the product ordered by you are to be made should be correct and proper in all respects.
After the receipt of payment from the Buyer, the Vendor shall arrange for the delivery of the product to the buyer at the shipping address provided by the Buyer.
Any and all orders placed by you on this Site are a firm commitment to purchase and you are obligated to complete the transaction and not contest it in anyway.
Before placing an order you are advised to check the product description carefully. By placing an order for a product you agree to be bound by the conditions of sale included in the item's description.
12. Credit card details:
You agree, understand and confirm that the credit card details provided by you for availing of services on Deadstock.co.in Shopping will be correct and accurate and you shall not use the credit card which is not lawfully owned by you. You further agree and undertake to provide the correct and valid credit card details to Deadstock.co.in Shopping. Further the said information will be not be utilized and shared by Deadstock.co.in Shopping with any of the third parties unless required by law, regulation or court order.
You understand, declare and agree that:
Deadstock.co.in Shopping shall not and is not required to mediate or resolve any dispute or disagreement between you and the Seller.
You release and indemnify Deadstock.co.in Shopping and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the Users of the Site and specifically waive any claims that you may have in this behalf under any applicable law. Notwithstanding its reasonable efforts in that behalf, Deadstock.co.in Shopping cannot control the information provided by other Users which is made available on the Site
Seller shall be responsible to deliver the items to the Buyer within the time period specified for delivery by the Vendor.
Seller shall be solely responsible for any undelivered or damaged items.
Seller shall be solely responsible to make good the loss or damage or any claim raised by the Buyer in respect of damaged or non-receipt of items.
Seller shall be responsible to deliver the products/items of the same quantity and same qualities as are listed on the Deadstock.co.in Shopping and that such product shall correspond with the description of the items listed on Deadstock.co.in Shopping. You further agree and acknowledge that Rediff.com shall not be liable if the description of goods supplied by the Seller do not match/correspond with the description provided at the time of placing of order by the Buyer.
Seller shall invoice / bill directly to the Buyer.
Complete product responsibility and liability solely vest with Seller and Seller is responsible to the Buyer for the sale of the Product to Buyer including but not limited to the delivery of the item/product to the Buyer. Neither Customer nor Seller shall raise any claim on Deadstock.co.in Shopping in this regard.
14. Warranties, Representations and Undertakings of the Vendor:
The Vendor warrants and represents that
14.1. They have the right and full authority to enter into this Agreement with the Company.
14.2. All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.
14.3. There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;
14.4. That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations towards statutory authorities.
14.5. That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party 6. That they shall provide the Company with copies of any document required by the Company for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice from the Company.
14.6. That the complete product responsibility and liability shall solely vest with Vendor and that the Vendor shall be solely responsible to the customer for the sale of the Product by Vendor including but not limited to its delivery to the Customer and that Vendor shall not raise any claim on the Company in this regard.
14.7. Vendor agrees and undertakes not to upload any text, images, graphics (for description and display of product on the online store) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
14.8. Vendor shall pay the Company a service charge as specified by the Company on every transaction it enables and that Vendor shall provide all completed transaction details to the Company for record keeping and reconciliation.
14.9. That Vendor shall draw the invoice / bill directly in the name of the Customer.
14.10. Vendor shall prior to release of any promotion/advertisement material seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Agreement.
15. Company reserves the right:
15.1. Vendor agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Vendor without any prior intimation to Vendor in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of Deadstock.co.in Shopping Website. In such an event, the Company reserves the right to forthwith remove/close the online store of the Vendor without any prior intimation or liability to the Vendor.
15.3. At any time if the Company believes that the services are being utilized by the Vendor or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of Deadstock.co.in Shopping, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, without liability to refund the amount to the Vendor to forthwith remove/block/close the online store of the Vendor and furnish such details about the Vendor and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
16.1. The Vendor indemnifies and shall hold indemnified the Company, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc . For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Online Store available to the Customers.
16.2. The Company agrees to indemnify and to keep indemnified the Vendor in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of the Company to perform its obligations under this Agreement.
16.3. This article shall survive the termination or expiration of this Agreement.
17. Company not Liable:
17.1. The Company on the basis of representation by the Vendor has created the online store of the Vendor on deadstock.co.in Shopping portal to enable Vendor to offer the Vendor’s products for sale through the said Online Store. This representation is the essence of the Contract.
17.2. The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws / regulations /intellectual property rights of any third party. Vendor agrees and acknowledges that
17.3. Vendor shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through its online store (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
17.4. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.
17.5. The Vendor hereby agrees, confirms and acknowledges that the Product is owned by the Vendor and that the Company is merely a facilitator for sale of the Vendor’s Product, hence the Company is not responsible/ liable for the Product, its design, its function and condition manufacturing and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ online store.
18. Term, Termination and effects of Termination:
18.1. This Agreement may be terminated by the Company in the event:
18.2.1. Vendor fails to make payment of the agreed amount, by giving 48 hours written notice,
18.2.2. Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not rectified within 30 days after written notice given by the Company.
18.2.3. If a Petition for insolvency is filed against the Vendor.
18.2.4. If the Vendor is in infringement of the third party rights including intellectual property rights.
18.2.5. This Agreement may be terminated by either party giving the other 30 days written notice.
18.2. Effect of Termination:
In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on Online store with immediate effect.
Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
19.1. Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
19.2. The arbitration shall be conducted in Bangalore in accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force.
19.3. The language of arbitration shall be English. The arbitration shall be held at Bangalore, India.
19.4. The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.
20. Jurisdiction and Governing law:
20.1. The obligations, performance, interpretation and contents shall be governed by Indian law.
20.2. Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Bangalore.
All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out at the beginning of this Agreement.
22. Intellectual Property Rights:
It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
23. Entire Agreement:
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.
Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement.
The said information shall not be used by the Vendor for any purpose other than for the performance of its obligations under this Agreement. Vendor agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
26. Limitation of liability:
Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if that party has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the aggrieved party to have been deliberately caused by the other party.
27. Relationship of Parties:
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Vendor, and Vendor shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
28. Waiver and Amendment:
28.1. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorised representative of the waiving Party.
28.2. Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
29. Force Majeure:
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
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