Vendor Agreement

• “Platform” means the Udyog Odisha website (udyogodisha.com) and any associated applications, tools, or interfaces through which Buyers and Sellers interact.
• “Buyer” means any user of the Platform who posts Bid or participates in reverse auctions.
• “Reverse Auction” means the competitive bidding process on the Platform where Vendors submit time‑bound bids for RFQs.

The Vendor represents and warrants that:

• It has legal title to, or valid rights over, all products, goods, or services offered or quoted on the Platform and that such stock is genuine, lawful, and free from encumbrances.
• All information provided in its profile, product listings, quotations, and responses to Bids is accurate, complete, and not misleading.
• It has the requisite legal capacity, licences, permits, and approvals to offer the products or services listed on the Platform, and to enter into this Agreement.

• The Seller shall ensure that all products supplied under any order placed through the Platform are authentic, of the quality and specifications quoted, and in compliance with applicable laws, standards, and warranties.
• Any claim of counterfeit, sub‑standard, or non‑conforming goods shall be the Seller’s sole responsibility, and the Seller shall bear all costs, penalties, and liabilities arising from such claims, including any action taken by Buyers, regulators, or third parties.

• The Seller acknowledges that the Company acts solely as a marketplace and intermediary, and that the contractual relationship for supply of goods or services is directly between the Vendor and the Buyer.
• The Seller shall invoice and receive payment directly from the Buyer, unless otherwise agreed in writing between the Seller, the Buyer, and the Company (e.g., in case of white‑label or managed‑service arrangements).
• The Company shall not be liable for any non‑payment, delayed payment, or default by the Buyer. The Seller’s remedies, if any, for non‑payment shall lie solely against the Buyer and not against the Company.

• The Seller shall pay any applicable Platform fees, bidding credits, or subscription charges as specified in the Platform’s Terms of Use and related policies.
• TheSeller acknowledges that such fees are non‑refundable unless expressly stated otherwise in writing by the Company.

• The Seller shall comply with all applicable laws, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and any other statutory or regulatory requirements relevant to its business and transactions.
• The Seller shall also comply with the Platform’s Terms of Use, Privacy Policy, and any additional guidelines or rules notified from time to time.

• Either Party may terminate this Agreement by giving reasonable written notice to the other Party.
• The Company may immediately suspend or terminate the Seller’s access to the Platform, with or without notice, in case of: (i) breach of this Agreement, (ii) supply of counterfeit or non‑authentic goods, (iii) failure to honour a binding bid, (iv) circumvention of the Platform by taking deals off‑platform, or (v) any activity that harms the Platform’s reputation or exposes it to legal or regulatory risk.
• Termination or banning shall not relieve the Seller of any obligations or liabilities arising prior to such termination, including but not limited to obligations towards Buyers.

The Seller agrees to indemnify, defend, and hold harmless the Company and its affiliates, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Vendor’s breach of this Agreement or any applicable law.
• The supply of non‑authentic, defective, or unlawful goods or services.
• Any dispute with a Buyer arising from the Seller’s failure to perform or comply with its obligations.

This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute, claim, or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Bhubaneswar, Odisha, India.

• This Agreement, together with the Platform’s Terms of Use and any applicable service‑specific terms, constitutes the entire understanding between the Parties with respect to the Vendor’s participation on the Platform.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.