Last updated: August 22, 2022
Welcome to The SuperMall Vendor Portal
This document is an electronic record in terms of Information Technology Act, 2000 (“IT Act, 2000”), the applicable rules thereunder and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access to or usage of https://thesupermallonline.com website.
These terms and conditions outline the rules and regulations for the use of The SuperMall's Website, as a Vendor.
By accessing this website we assume you accept these terms and conditions in full. Do not continue to use The SuperMall's website if you do not accept all of the terms and conditions stated on this page. The business registering on The SuperMall (hereinafter referred to as "the Vendor"), will be subjected to these terms and conditions.
The SuperMall, (hereinafter referred to as “the Firm”) is owner of E-Commerce Website by the name of https://thesupermallonline.com/ ( hereinafter referred to as “Website”), a company incorporated under the Companies Act, 1956, with its registered office at SUPERMALL ONLINE PRIVATE LIMITED, 1A, 339 Hussainpur Madurdaha, Kolkata, 700107, West Bengal, India. wherein various products of different nature are marketed and sold using electronic medium more particularly through the e-commerce domain.
Terms Relating to Your Use of Website
2.2 Firm as such shall not charge any fee for providing web space/display on website however for all such sales that are made/generated using the Website a commission shall be collected by the Firm. The details of commissions to be paid product category wise is specified is Schedule A to this agreement. The schedule can be amended to modify any rate of commission in respect of any product. Any amendment to such schedule will be express. The said schedule is to be treated as part and parcel of the agreement.
It is expressly agreed by the parties hereto that the Firm shall debit the amount of commission from the remittance to Vendor at the time of the withdrawal cycle of the Vendor.
2.3 In particular, Firm may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Website. In such an event, Firm reserves the right to introduce fees for the new services offered or amend/introduce fees for existing services, as the case may be. Changes to the fee policy shall be posted on the Website and such changes shall automatically become effective immediately after they are posted on the Website. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to Firm. You shall be solely responsible for compliance with all applicable laws for making payments to Firm. Vendor hereby agrees that Firm shall have the right to set off any amounts due and payable by Vendor to Firm against any payments due from Firm to Vendor.
2.4 If a Vendor receives a Cash-On-Delivery / Postpaid order, the Firm shall debit a small collection fee from the remittance amount. The collection fee will be calculated based on the final order value of the product.
Final Order Value | Collection Fee for Postpaid Orders |
<1000 | 40 |
>1000 | 70 |
2.3 The parties will endeavour to perform reconciliation of accounts/orders every 90 business days.
2.4 Applicable Taxes: Vendor is responsible for paying all fees associated with the use of the Website and charges collected in respect of such usage. Vendor agrees to bear any and all applicable taxes, charges, cesses levied thereon (including CGST+SGST/IGST/CGST+UGST and GST cess as may be applicable to the transaction).
3.2 The Vendor shall upon receipt of the order from the Firm immediately arrange to dispatch the products, through the Firm’s designated delivery agent, to the designated address as early as possible but in any case, the dispatch shall be made within 3 (three) calendar days of the receipt of the Order. In case the Vendor fails to dispatch the product within the aforesaid time, it has to return the amount received back to the Firm forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as breach of the agreement and be one of the causes for termination of agreement. The Vendor shall provide to the Firm the consignment number, details of courier/shipment agency immediately followed by proof of delivery, if it wishes to ship the product themselves.
3.3 The Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.
3.4 The Vendor agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever. The condition of the product will be verified by the Firm based on the product guidelines mentioned by the Vendor. Damage of products, during shipping will be sorted out between the Firm and the delivery partner.
3.5 The Firm may, at its discretion arrange to lift the defective products from the customer however the Vendor will still be liable to replace the defective product. Any charges incurred by the Firm for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Firm upon receipt of invoice / debit note. No request for any adjustment from future payables to the Vendor from Firm will be made however, the Firm is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, incorrect sized product and any other shortcoming which the customer may point out. The Vendor hereby authorizes the Firm to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
3.6 Unless otherwise specified, the material on the Website is presented solely for the purpose of sale only in India.
4.1 The Vendor must furnish and upload the brand authorisation letter, of the products they deal in. The brand authorisation letter must have documentation of the brand identity. It develops trust in everyone’s mind. Once the brand is approved, then the vendor is valid to sell products.
4.2 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfil the Order received by the Firm, it shall intimate to the Firm at least 5 calendar days in advance so that notice of OUT OF STOCK for the product can be placed on the website.
4.3 Not to send any kind of promotion material or any such material, which is, derogatory to and/or averse to the interests financial or otherwise of the Firm, to the customer either along with the products supplied or in any manner whatsoever.
4.4 Not to do any act / deal in a thing / products / goods / services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.
4.5 The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
4.6 The Vendor agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending / prosecuting any case) that may arise against the Firm due to acts/omission on the part of the Vendor
4.7 To provide to the Firm, for the purpose of the creation/display on website of Firm, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.
4.8 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Firm. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm
4.9 To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Firm.
4.10 Vendor shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, and the other rules thereunder as applicable and amended from time to time and also all applicable domestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force) and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations (including, but not limited to Integrated Goods and Services Tax Act, Central Goods and Services Tax Act, Food Safety and Standards Authority of India (FSSAI), relevant State Goods and Services Tax Act or Union Territories Goods and Services Tax Act and Custom Duty, Local Levies as may be applicable) and obtain the necessary licenses and permits regarding your use of our Website, service and/or tools and your listing, purchase, solicitation of offers to purchase, and sale of items or services. Vendor shall not engage in any transaction in an item or service, which is prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being in force. In particular you shall ensure that if any of your items listed on the Website qualifies as an "Antiquity" or "Art treasure" as defined in the Act ("Artwork"), you shall indicate that such Artwork is "non-exportable" and sold subject to the provisions of the Antiquities and Art Treasures Act, 1972, and shall ensure that it is not delivered to any buyer at any place outside India.
4.11 Vendor will continue to maintain in force all the necessary licenses, permissions, authorizations, and permits needed to distribute, market, supply and sell the [*] (“Products”) on the Website under applicable laws, from time to time, including, the Food Safety and Standards Act, 2006, Food safety and standards (licensing and registration of food business), Regulations, 2011 and all applicable legislations under Food, Safety and Standards Regulations, in each case, as amended from time to time. For all times during which the Vendor may advertise, distribute, market, supply or sell the Products on Website, the undertaking remains true and correct in all respects. Further, the Vendor shall immediately notify Firm, in writing, upon the lapse of the FSSAI License and/or in case of receipt of any order, demand, warrant or document or any regulatory action with respect to the FSSAI License. The Vendor acknowledges and agrees that Firm shall be permitted to assign or otherwise furnish the undertaking to any authority or person as may be required for official purposes. Vendor shall also comply with the Legal Metrology Act, 2009 and the related rules and regulations while listing products on the Website. Vendor shall be required to enter the mandatory attributes while listing products on the platform (including but not limited to the country of origin of the product) as provided under the Legal Metrology Packaged Commodity Rules and the related amendments.
4.12 To provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer. Products must adhere to the legal metrology laws and Indian Labelling requirements by ensuring that the indicated weights and measurement indicated in the products and/or its components are commensurate with the mandatory and legal requirements of the same which make the product and/or components accurate, authentic and secure for consumption/utilisation by the customer. Firm does not assume any responsibility for the proceedings undertaken by an aggrieved customer/consumer against the Vendor in the event of a non-adherence. However, in the event of a complaint from a consumer/customer, the Vendor is obligated to answer queries on the non-adherence to the Legal Metrology Laws, failing which Firm can temporarily/indefinitely suspend/terminate/block/with-hold your account at its own discretion.
4.11 At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
4.12 In case the Vendor wishes to fulfill the order it shall provide information about the Order Status including Airway Bill Number on a daily basis, to the customer and the Firm.
4.13 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.
4.14 Not to 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.
4.15 To provide satisfactory proof about the ownership/licenses of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Firm.
4.16 To pass on the legal title, rights and ownership in the Products sold to the Customer.
4.17 To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Firm.
4.18 The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.
4.19 The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Goods and Services 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.
4.20 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm.
4.21 To seek advance written approval from the Firm, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
5.1 The signatory to the present agreement is having the right and full authority to enter into this Agreement with the Firm and the agreement so executed is binding in nature.
5.2 All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Vendor.
5.3 There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
5.4 That it is an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Firm.
5.5 It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement 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. It further declares and confirm that it has paid and shall continue to discharge all its obligations towards statutory authorities.
5.6 That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Firm and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
5.7 It shall maintain details of all transaction and mark as complete / incomplete as the case may be and shall provide the same to the Firm upon demand.
7.2 This article shall survive the termination or expiration of this Agreement.
8.2 The Firm under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor 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 Vendor to have been deliberately caused by the Firm.
8.3. The Firm will perform periodic audit checks on all of the vendor accounts registered on the Website, for any irregularities. If any discrepancies are found, not adhering to the Firm's guidelines, an electronic mail notice will be served to the vendor. The vendor is liable to act on the notice and take corrective action on their account within 10 calendar days from the date of notice. A second reminder will be served on the 5th calendar day, from the date of first notice, will be sent out to the vendor. A final reminder will be served on the 9th calendar day, from the date of first notice, will be sent out again to the vendor. In case, the vendor does comply and take the corrective actions suggested by the Firm, another electronic mail will be served to notify about deactivation of the account. The defaulter vendor account will be be deactivated within 24 hours, from the notice sent out, in case no corrective actions still taken.
9 Termination and effects of Termination
9.1 This Agreement may be terminated by the Firm forthwith in the event
9.1.1 Vendor fails to make payment of the sum demanded after it has been served 72 hours written notice;
9.1.2 Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 10 calendar days after written notice given by the Firm.
9.1.3 If a Petition for insolvency is filed against the Vendor.
9.1.4 If the Vendor is in infringement of the third-party rights including intellectual property rights.
9.2. This agreement may be terminated without reason by either party after serving upon the other, a written notice of 30 calendar days. The agreement shall stand terminated after expiry of such period.
9.3 Effect of Termination:
9.3.1 In the event of termination/expiry of this Agreement, the Firm shall remove the Links and shall discontinue display of the Products on online shopping portal Website with immediate effect.
9.3.2 Firm shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.
9.3.3 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.
10 Payment Cycle
10.1 In order to receive smooth online payment services from the Website, you must have the following:
Valid bank account information in your vendor account- the Firm pays the proceeds of vendors' sales to their bank accounts by bank transfer, and to ensure smooth flow of payments you must provide valid information of your Indian bank account before you can receive payments. The settlement process repeats every 7 business days, from the date the order was placed in the Website.
10.2 In situations like where your account is under review for validation, there’s a possibility of delay. But, as soon as your account is validated and you start selling, your payment will be processed within the next 7 business days.
10.3 Vendor have specifically authorized Firm or its service providers to collect, process, facilitate, and remit payments and/or the transaction price electronically or through cash on delivery (CoD) to and from buyers in respect of transactions through payment facility. Your relationship with Firm is on a principal to principal basis and by accepting the Terms of Service, you agree that Firm is an independent contractor for all purposes and does not have control of or liability for the products or services that are listed on the Website and paid for by using the payment facility. Firm does not guarantee the identity of any User nor does it ensure that a buyer or a seller will complete a transaction.
10.4 Vendor understands, accepts, and agrees that the payment facility provided by Firm is neither a banking nor financial service, but merely a facilitator providing an electronic, automated online electronic payment facility for receiving payment, or cash on delivery (CoD) payment, collection and remittance for transactions on the Website using the existing authorized banking infrastructure and credit card payment gateway (PG) network. Further, by providing payment facility, Firm neither acts as a trustee nor fiduciary with respect to transaction or transaction price.
It is hereby clarified that cash on delivery (COD) option may not be available for select products or categories or certain pincodes, at Firm’s sole discretion.
11.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.
11.3 The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the Vendor, its representatives, associates or assigns.
13.2 The Vendor shall use the logo of the Firm for reproduction in any form of advertisement it engages, be it print, electronic and social media. The Vendor has to use the Firm’s logo as a place to sell their products in their advertisements.
14 Entire Agreement
14.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
15 Assignment
15.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensed, sub-contracted or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorised representative of such Party. The Firm is at liberty to refuse such consent.
16 Confidentiality
16.1 The contents of the agreement and any information passed on by the Firm to the Vendor is highly confidential in nature and the 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 or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations under this Agreement. The 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 Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
17 Relationship of Parties
17.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or omissions of the Vendor and Vendor shall
not represent the Firm, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Firm.
18 Waiver and Amendment
18.1 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.
18.2 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.
19 Force Majeure
19.1 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.
Schedule A herein before referred
Details of product category wise commission
Sr No. | Category of Products | Commission in % terms |
1. | Electronic Goods | 20 |
2. | Clothing and Accessories | 20 |
3. | Books, Stationery and Gift Items | 10 |
4. | Software Products | 15 |
5. | Grocery & Gourmet | 10 |
6. | Camera & Photo | 10 |
7. | Baby Products | 10 |
8. | Kids Apparel | 10 |
9. | Kids Toys & Games | 10 |
10. | Video Games & Accessories | 15 |
11. | Kids Footwear | 10 |
12. | Beauty Products | 15 |
13. | Health & Personal Care | 15 |
14. | Health Foods | 15 |
15. | Sanitization & Disinfection Products | 15 |
16. | Garden Decorations & Accessories | 20 |
17. | Jewelry | 15 |
18. | Kitchen | 15 |
19. | Luggage & Travel Accessories | 15 |
20. | Major Appliances | 20 |
21. | Office Products | 15 |
22. | Shoes, Handbags & Sunglasses | 10 |
23. | Sports & Gym Equipment | 20 |
24. | Tools & Home Décor & Furnishing | 20 |
25. | Watches | 15 |
26. | Furniture | 15 |
27. | Motor Parts & Accessories | 15 |
28. | Helmets | 10 |
29. | Everything Else | 10 |
Note: This is exclusive of GST (@18%) on the remittance invoice.
Here is a sample calculation for prepaid orders:
Order Value paid by buyer | ₹ 500.0 |
The SuperMall Commission (@10%) | ₹ 50.0 |
GST on The SuperMall Charges (@18%) | ₹ 9.0 |
Amount Remitted to Vendor | ₹ 441.0 |
Here is a sample calculation for Cash-On-Delivery / Postpaid orders:
For total order value < ₹1000
Order Value paid by buyer | ₹ 500.0 |
The SuperMall Commission (@10%) | ₹ 50.0 |
Collection Fee ( Order Value <1000) | ₹ 40.0 |
GST on The SuperMall Charges (@18%) | ₹ 16.2 |
Amount Remitted to Vendor | ₹ 393.8 |
For total order value >= ₹1000
Order Value paid by buyer | ₹ 1000.0 |
The SuperMall Commission (@10%) | ₹ 100.0 |
Collection Fee ( Order Value >=1000) | ₹ 70.0 |
GST on The SuperMall Charges (@18%) | ₹ 30.6 |
Amount Remitted to Vendor | ₹ 799.4 |