Terms & Conditions — Supply Agreement
Please review all sections below carefully
5. Pricing, Orders, Invoicing & Payments
⏱ PAYMENT TERM: Vendor settlements are scheduled EVERY 7 DAYS, subject to reconciliation and the conditions stated below.
- 5.1 Vendor shall provide accurate product names, specifications, images, MRP (where applicable), selling price, taxes, stock status, pack size, HSN/SAC and other legally required information.
- 5.2 Unless otherwise agreed in writing, the Vendor is responsible for issuing valid tax invoices and complying with GST, income-tax, consumer-protection, weights-and-measures, product-safety and other applicable laws.
- 5.3 Vayoda may define commercial terms, commission/platform fees, logistics charges, payment-processing charges, promotional deductions, returns/replacements and other applicable charges in a separate commercial schedule or order-level agreement.
- 5.4 PAYMENT SETTLEMENT CYCLE – Vendor payments shall ordinarily be settled every 7 (seven) days. The 7-day settlement cycle shall be calculated from the applicable settlement cut-off/date communicated by Vayoda. The amount payable shall be subject to successful order completion, applicable returns/replacements, refunds, cancellations, chargebacks, customer disputes, taxes, statutory deductions, commissions, platform/logistics charges, penalties (where contractually applicable), and reconciliation of outstanding amounts. Vayoda may temporarily hold or adjust amounts reasonably required to resolve a genuine dispute, return, fraud/compliance review or legal/statutory requirement. Any amount held for such reason shall be released or adjusted after the relevant matter is resolved, subject to the applicable commercial terms and law.
- 5.5 Vendor shall not provide false invoices, manipulate prices, misuse coupons, create fraudulent orders, or engage in any activity intended to circumvent Vayoda's commercial or payment controls.
6. Product Compliance & Seller Responsibilities
- Vendor warrants that products are genuine, lawful to sell, safe for intended use, accurately described and sourced through lawful channels.
- Vendor shall maintain all licences, registrations, approvals, certificates, testing records and authorisations applicable to its products and business.
- Vendor shall not list counterfeit, stolen, prohibited, expired, adulterated, unsafe, infringing or otherwise unlawful goods.
- Vendor shall disclose material product information, warnings, ingredients, shelf life, usage instructions, country of origin and other information where legally required.
- Vendor shall comply with applicable GST, Legal Metrology, Consumer Protection, Food Safety, Drugs & Cosmetics, BIS, intellectual-property and other sector-specific laws, as applicable.
- Vayoda may suspend, reject, delist or restrict a product/vendor where documentation is incomplete, inaccurate, expired, suspicious, non-compliant or where required for consumer protection or legal compliance.
7. Orders, Delivery, Returns & Complaints
Vendor shall accept and fulfil confirmed orders in accordance with the agreed SLA. Vendor shall pack goods suitably and hand them over within the committed dispatch time. Wrong, damaged, defective, counterfeit, short, expired or materially misdescribed goods may be subject to return, replacement, refund, debit adjustment or other remedy under the applicable customer/vendor policy.
The Vendor remains responsible for product quality, statutory warranty/guarantee obligations and representations made about its products. Return/refund allocation between Vayoda and Vendor shall follow the applicable commercial policy and the cause of the return.
Vendor shall cooperate with customer complaints, recalls, safety issues, regulatory inquiries and product investigations within the timelines communicated by Vayoda.
8. Marketplace / E-Commerce Compliance
Where Vayoda operates as a marketplace or e-commerce entity, the Vendor shall provide accurate seller and product information and cooperate with Vayoda's disclosure, grievance, return/refund, authenticity, consumer-protection and record-keeping requirements. Applicable Indian e-commerce rules may require seller information, customer-care details, return/refund/warranty information and other disclosures.
Vendor acknowledges that applicable laws and rules may change. The Vendor shall comply with the law in force from time to time and shall promptly provide updated documents when requested.
9. Data Protection, KYC & Confidentiality
Vendor authorises Vayoda to collect, verify, store and process business/KYC information and documents for onboarding, account administration, order fulfilment, payments, fraud prevention, compliance, customer support, audit and legal obligations, subject to applicable law and Vayoda's privacy practices.
Vendor shall not misuse customer, platform or confidential information and shall implement reasonable safeguards for credentials and data accessed through Vayoda.
Vendor shall notify Vayoda promptly of any suspected unauthorised access, credential compromise, data incident or misuse affecting Vayoda or its customers.
10. Intellectual Property & Content Licence
Vendor confirms that it has the necessary rights to use trademarks, product photographs, descriptions, logos and other content submitted to Vayoda. Vendor grants Vayoda a non-exclusive, royalty-free licence to host, reproduce, format, display and use such content for listing, marketing, order processing and operation of Vayoda, subject to the Vendor's rights and applicable law.
Vendor shall indemnify Vayoda against third-party claims arising from Vendor-supplied content or products infringing intellectual-property or other rights, subject to applicable law.
11. Prohibited Activities
The following activities are strictly prohibited:
- Fake/counterfeit products or documents
- Misrepresentation of GST/PAN/Udyam or business identity
- Fraudulent orders, self-orders, fake reviews or manipulation of platform metrics
- Sale of prohibited/restricted goods without required authorisation
- Price or invoice manipulation
- Unauthorised use of customer data
- Circumvention of Vayoda systems or security controls
12. Suspension, Delisting & Termination
Vayoda may temporarily suspend listings, hold affected settlements, request clarification/documents, delist products, restrict ordering or terminate the Vendor relationship where there is suspected fraud, material breach, legal non-compliance, safety risk, repeated SLA failure, document expiry, counterfeit risk or other legitimate business/compliance reason, subject to applicable law and the agreed commercial terms.
Vendor may request closure of its account by written notice, subject to completion of outstanding orders, returns, refunds, reconciliations, statutory obligations and unresolved disputes.
13. Indemnity & Liability
To the extent permitted by law, Vendor shall indemnify and hold harmless Vayoda, its officers and personnel from third-party claims, losses, penalties, costs and expenses arising from Vendor's breach, unlawful products, inaccurate information, tax non-compliance, product liability, infringement, fraud or failure to maintain required licences.
Nothing in this agreement excludes liability that cannot lawfully be excluded or limited. Any commercial limitation of liability, if agreed, shall be set out separately and interpreted subject to applicable Indian law.
14. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of India. The parties shall first attempt to resolve disputes through good-faith discussion. If a dispute is not resolved, it may be referred to arbitration or competent courts as specified in the applicable commercial agreement. Unless otherwise agreed in writing, the courts having appropriate jurisdiction at Patna, Bihar shall have jurisdiction, subject to applicable law.
Nothing prevents either party from seeking urgent interim or statutory relief from a competent authority or court.