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UDAAN TRADE CREDIT – TERMS AND CONDITIONS

This udaan Trade Credit – Terms and Conditions ("Terms") is applicable between you ("User", "Buyer", "you" or "your") and Hiveloop E-Commerce Private Limited (including its subsidiaries, group company, and affiliates, as may also be referred to as "HEPL", "we", "us", "our" or "udaan" hereinafter, as the context requires) for purchase of Products or Services you make through www.udaan.com website and the mobile application, ("Platform") using a trade credit facility/ deferred payment option ("Trade Credit") made available to you by HEPL for such purchase, at its sole discretion.

udaan, at its sole discretion, may agree to grant you a Trade Credit facility and you agree to be bound by these Terms if you are availing such Trade Credit, read together with any other applicable terms and conditions, including udaan Terms, that maybe communicated by udaan from time to time.

We retain an unconditional right to modify or amend these Terms. We, at any time, have the right to add to and/or alter, modify, change or vary all or any of the Terms or to replace wholly or in part, the offers, schemes, promotions etc. with another contest, offer, scheme, promotion etc. or to withdraw it altogether. User can determine when these Terms were last modified by referring to the "Last Updated" legend above. User can access the latest version of these Terms at any given time on our Platform. User should regularly review these Terms on the Platform. User's continued use of and access to the Platform shall be User's consent to such changes. In the event the modified Terms are not acceptable to User, User should discontinue accessing the Platform.

By clicking on 'Trade Credit by HEPL' you agree to be bound by these Terms and any further amendments or additions made to these Terms. If you do not agree to these Terms or any modifications or changes thereof, please do not click to activate 'Trade Credit by HEPL.'

Any capitalised words used herein these Terms and not defined explicitly shall have the same meaning as defined in the udaan Terms, as may be amended from time to time.

I. DEFINITIONS

For the purposes of this document, the following capitalised terms shall have the following meaning:

(i) "Applicable Law(s)" shall mean any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, enactment, regulation, ordinance, rule, judgment, notification, direction, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the date of this Terms or at any time thereafter;

(ii) "Business Day" shall mean Monday to Saturday, 10:00 am to 07:00 pm and shall not include such days on which the banking institutions in India are authorized or obligated under the Applicable Laws to remain closed;

(iii) "Due Date" shall mean the date on which you are required to repay all outstanding amounts in respect of the Trade Credit availed by you, being the date mentioned on the invoice issued to you or such other date as may be communicated to you by other modes which we may deem fit;

(iv) "Force Majeure Event" shall mean and include any event beyond the reasonable control of either party, resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, epidemics, pandemics, curfews, lock-down, orders of domestic or foreign courts or tribunals or non-performance of third parties any other similar circumstances during which the parties are, despite reasonable efforts, unable to perform their obligations under the Terms;

(v) "Governmental Authority" shall mean any:

  1. government (central, federal, state or otherwise) or sovereign state;
  2. any regulatory bodies, including the Reserve Bank of India and the Securities and Exchange Board of India;
  3. any governmental agency, semi-governmental or judicial or quasi-judicial or administrative entity, department or authority, or any political subdivision thereof; or
  4. international organization, agency or authority;
  5. including, without limitation, any stock exchange or any self-regulatory organization, established under any Applicable Law (to the extent acting in its capacity as a government entity and not as a contracting or private party).

(vi) "including" herein shall always mean "including, without limitation".

(vii) "Logistics Partners" shall mean a third-party service provider(s) engaged by udaan to handle the transportation, shipping, and delivery of Products purchased on the Platform.

(viii) "Maximum Limit" shall mean the maximum limit upto which the Buyer will be permitted to avail the Trade Credit and basis eligibility criteria, as may be determined by HEPL, in its sole and absolute discretion which shall be displayed on the Platform;

(ix) "Order(s)" shall mean order placed by Buyer for purchasing Products or Services on the Platform.

(x) "Product(s)" shall mean goods of any categories (other than Dangerous Goods) made available on the Platform.

(xi) "Platform" shall have the meaning as ascribed to it above.

(xii) "Services" shall mean services to enable cash and carry wholesale trading as provided through the Platform including:

  1. facilitating enabling Buyers to discover Products and order them;
  2. sale of Products to Buyers;
  3. tracking Shipments, Products and other logistics services;
  4. processing payments (including payment which are processed through integrated third-party service providers);
  5. offering credit and financing solutions in relation to Products; and/or
  6. any additional services provided, offered or introduced by us to enhance business transactions on the Platform.

(xiii) "Terms" shall have the meaning as ascribed to it above.

(xiv) "Trade Credit" shall mean the trade credit / deferred payment facility offered by udaan to eligible business buyers at its sole discretion, enabling them to procure Products / Services on credit and settle payments at a later date, as per the agreed terms, either basis the invoice issued to you or communicated to you by other modes which HEPL may deem fit.

(xv) "udaan Terms" shall mean the terms and conditions of the Platform available at (ToU);

(xvi) "User Account" shall mean any account opened by a User with the Platform.

II. ELIGIBILITY

  1. The Trade Credit is available only to those business entities which are registered with udaan and purchase Products / avail Services on the Platform and are operating under Applicable Laws.

  2. We shall make available the Trade Credit facility to you at our sole discretion, based on our internal assessment of you and your business's history, financial track record, transaction history on our Platform, creditworthiness evaluation based on third-party credit rating agencies, and compliance with applicable regulatory requirements.

  3. We reserve the right to approve, modify, revoke or suspend your Trade Credit facility at any time without prior notice, based on risk assessment or non-compliance with these Terms.

III. PROVISIONS OF TRADE CREDIT FACILITY

  1. We will allow you to purchase products from the Platform on Trade Credit for upto a maximum permissible limit ("Maximum Limit"). It is hereby clarified that this Maximum Limit shall include value of the products purchased, and delivery charges, [including but not limited to late payment charges, default interest and/ or other charges, costs or expenses] that are due to be paid by you. The Maximum Limit will be displayed on the Platform or otherwise communicated to you by us.

  2. We reserve the right to cancel or reject your Order in case you exceed the Maximum Limit.

  3. Any Orders placed by you upon activation of Trade Credit facility by HEPL' will be fulfilled by us subject to section VI (Payment Terms and Taxes) of these Terms.

IV. USER'S REPRESENTATIONS AND WARRANTIES

  1. You agree and acknowledge that transaction of sale shall be completed between you and udaan once the Order has been handed over to the Logistics Partner who is facilitating the delivery of the Product(s).

  2. You agree and acknowledge that the provision of Trade Credit may be subject to you having an active and valid registered User Account on the Platform, and you agreeing to abide by the udaan Terms.

  3. You acknowledge that your acceptance to these Terms does not obligate us to enable Trade Credit to you and such enablement of Trade Credit for any of the Orders placed by you shall be in our sole and absolute discretion.

  4. You agree and confirm that we shall not be liable in any manner whatsoever in case we deny and/or are unable to enable Trade Credit to you at the time of placing of the Orders by you on the Platform.

  5. You agree and acknowledge that Trade Credit may be subject to additional terms, including udaan Terms as may be displayed on the Platform, from time to time and you hereby agree and undertake to abide by all such additional terms.

  6. You agree and represent that you shall continue to be bound by and comply with these Terms and the repayment terms displayed on the Platform for all Trade Credit transactions.

  7. Security:

    1. You hereby agree and undertake that you will provide to us, undated cheque(s) ("Cheque") satisfying the terms set out below as security for the payment by you of the outstanding amounts under the Trade Credit:

      1. The Cheques shall be of an amount not less than the Maximum Limit made available to you;
      2. The Cheques shall be provided at the time of availing of the Trade Credit and required to be submitted at/ handed over to udaan's personnel;
      3. The Cheques shall be drawn in favour of HEPL.

    2. You further agree, acknowledge, represent and warrant that:

      1. the Cheques are issued by you as security for repayment of the outstanding dues availed under Trade Credit. We reserve the right, at our sole discretion, to present the Cheque for realisation in the event there is a default in payment of the outstanding dues as per the repayment timelines as set forth in these Terms or as communicated by us from time to time;
      2. if a Cheque is dishonoured and/or returned unpaid for any reason whatsoever, you shall be deemed to have breached the payment terms, and we reserve the right to take appropriate legal action to recover the debt due to us;
      3. You shall be liable for any costs, damages or losses incurred by us as a result of the Cheque being dishonoured and/or returned, including but not limited to legal costs, collection costs, and collection expenses;
      4. the Cheque has been signed by a person duly authorized to do so on your behalf.

V. LOGISTICS AND FULFILLMENT OF ORDERS TERMS

  1. You hereby agree that for the provisions of services noted in section III (Provision of Trade Credit Facility) and for the fulfillment of your Orders, udaan reserves the right for tying-up and engaging with Logistics Partners.

  2. You hereby also agree to be bound by the provisions of udaan Terms, Shipment Policy, and Undelivered Shipment Policy for fulfillment of your Order.

  3. Upon receipt of an Order from you on the Platform, we shall deliver the Order to the location as per the details submitted by you to the Platform at the time of placing the Order. Further, we do not provide any open box delivery for any of the Orders.

  4. Any modification or additions to an Order which has already been placed on the Platform will be subject to udaan Terms and we shall not be held responsible for any claims which you may have in this regard.

  5. We shall, on best effort basis, adhere to the delivery schedule. However, the Order may be delayed due to circumstances beyond our reasonable control or due to any Force Majeure Event. Further, if such Force Majeure Event continues for more than 30 (thirty) days, we reserve the right to terminate the facility without liability.

  6. We will not verify the identity of the person receiving the Order at the designated delivery address. Order addressed to a post box number or with incomplete address may not be delivered by us and we retain the right to reject delivery of such order.

  7. We reserve the right to charge you delivery charges either through ourselves or through the Platform with regard to the Order.

VI. PAYMENT TERMS AND TAXES

  1. The invoice shall be raised in accordance with the provisions of the central, state/ union territory, integrated Goods & Services Tax Act, 2017 and rules thereunder, as amended from time to time.

  2. Goods and Services Tax on the value of the Order shall be calculated as per the rates applicable.

  3. The charges shall be subject to applicable taxes, as per prevailing Applicable Law. You shall have the right to deduct income tax as applicable against the Payable, if required by Applicable Law, except to the extent where we have submitted a 'nil or reduced withholding tax certificate'. You shall remit the withholding taxes to the relevant tax authorities and enable us to claim a tax credit by providing an appropriate and timely certificate of withholding as stipulated under the Applicable Law.

  4. Any taxes, duties, or levies applicable on entry or any other charges levied by any central/ state/ local authorities wherever applicable shall be extra and you will be liable to pay the same.

  5. You are responsible to settle the Amount Due for the Order delivered to you on or before the Due Date and check the Due Date for the invoices for each of the Order(s), from time to time. We will not send you any reminder or intimation informing you or reminding you about the payments to be made on or before the Due Date.

  6. You shall be bound by these Terms until the time you settle the Amount Due, which may also include late payment charges, default interest and/ or other charges, costs or expenses that may become payable by you for the Order(s) for which you have chosen "Trade Credit by HEPL" as the mode of payment.

  7. If you fail to make the payment of the Amount Due on or before the Due Date for each relevant Order, we reserve the right to suspend, with or without notice to you, your ability to avail Trade Credit for subsequent Orders that you may place on the Platform, at our sole discretion. Upon such suspension, amount payable by you for all your Orders (wherein Trade Credit has been enabled) shall become immediately due and payable, irrespective of any Due Date that may have been communicated to us previously.

  8. All repayments to be made by you to udaan shall be credited to an account communicated to you through the Platform or mobile application.

  9. You agree and acknowledge that HEPL may engage services of any third-party service provider including but not limited to Kwickedge or any other group company for disbursal of the Trade Credit or collections of the outstanding dues, fees or charges or any other amounts and such third-party service providers shall collect/disburse and process payments on behalf of HEPL and on its own behalf. You shall execute appropriate documentation as may be required by HEPL with such third party and /or its group companies, sub-contractors or authorized attorneys as may be required, from time to time, to facilitate provision of such services.

VII. RETURNS

  1. In case of any return of Products that are delivered to you, if such return request is accepted by us for the complete Order, as per the udaan's Return Shipment Policy, the invoice raised to you with respect to the said Order/ Products will stand cancelled. User must adhere to the eligibility criteria, timelines, and procedures specified in the udaan's Return Shipment Policy while initiating a return request.

  2. In case of acceptance of partial returns of Products by us, the invoice value payable by you will stand adjusted and be equivalent to the value of Products that have been delivered to you.

  3. Any interest, late payment fees, or penalties already incurred before the return request shall remain payable. The shipping, logistics, and handling fees (as may be applicable) are non-refundable, subject to the terms of the udaan's Return Shipment Policy.

VIII. INDEMNITY

  1. You agree to indemnify and hold us and our affiliates, group companies, harmless from and against all losses, damages, costs, claims and expenses whatsoever, which we may at any time incur, sustain, suffer, or is likely to suffer in connection with or as a consequence of or by reason of providing/enabling Trade Credit to you.

  2. You also agree to indemnify, defend and hold us and our affiliates, group companies, harmless against any claim, suit, action or other proceedings brought against us or our affiliates by a third party, to the extent that such claim, suit, action or other proceedings brought against us and our affiliates, is based on or arises in connection with (a) violation of the Terms contained herein; (b) any alterations or any unauthorized use of Trade Credit; and (c) non-compliance with any applicable laws.

IX. LIMITATION OF LIABILITY

  1. To the maximum extent permitted by law, udaan, its directors, officers, employees, affiliates, and service providers shall not be liable for:

    1. Any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or reputational harm arising from the use of the udaan Trade Credit facility.
    2. Any default or failure of the Buyer to make payments or comply with these Terms.
    3. Delays, disruptions, or failures caused by factors beyond our reasonable control, including force majeure events.
    4. Any errors, inaccuracies, or omissions in invoices, payment calculations, or credit limit determinations, unless resulting from willful misconduct.
    5. Other liabilities and/or warranties, express or implied with regard to the Services.

  2. Our aggregate liability for any claims that may arise in connection with these Terms shall not exceed an amount of INR 1000/- (Indian Rupees One Thousand only).

  3. Under no circumstances will we be liable for any consequential, incidental, special, exemplary or punitive damages, including but not limited to any lost profits that result from these Terms or any Services availed or for any security breach or virus, bug, unauthorized intervention, defect or technical malfunctioning of the Platform, whether or not foreseeable and/ or advised of the possibility of such damages. Further, we will not be liable to you for any temporary disablement, permanent discontinuance of the Trade Credit or for any consequences resulting from such actions.

X. ARBITRATION AND DISPUTE RESOLUTION

  1. These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

  2. You agree and acknowledge that in case of any dispute or difference arising out of or in connection with these Terms, whether during its subsistence or thereafter between us, including any dispute or difference relating to the interpretation, breach, termination, or validity of these Terms, or any clauses thereof shall be settled mutually, and if not settled, thereafter by arbitration in accordance with the provisions of The Arbitration and Conciliation Act, 1996, or any statutory modifications thereof. Such dispute or difference shall be referred to a sole neutral arbitrator, to be appointed by HEPL at its sole discretion. The seat and venue for conducting arbitration proceedings shall be Bangalore, Karnataka, India. The language of arbitration shall be English. The arbitrator's award shall be final and binding, and the parties agree to be bound by and act in accordance with such award. Additionally, each party shall bear its own costs related to arbitration, except as otherwise awarded by the arbitrator.

  3. In case a dispute is not arbitrable under Applicable Laws, it shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka only.

XI. MISCELLANEOUS

  1. We reserve the right to take appropriate legal action against you to recover the Amount Due including invoice amounts, delivery charges, late payment charges or default interest or any other costs, charges and expenses that remain due and outstanding by you beyond the Due Date(s).

  2. HEPL's failure to enforce any right or failure to act with respect to any breach by you under these Terms will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

  3. Any misbehaviour, unprofessional conduct, verbal and physical abuse from your end is prohibited and will be considered as a violation of these Terms and we reserve the right to take appropriate action against you in this regard, including but not limited to cancelling requests for subsequent Orders from you.

  4. If the performance of our obligations, in our reasonable opinion is or is likely to be affected by any hindrance, risk, delay, difficulty, or disadvantage whatsoever and which cannot be avoided by our reasonable endeavors, we may, on giving notice in writing to you or without notice where it is not reasonably possible to give such notice, place the Order or any part of them at any place which we may deem safe and convenient. We may in our sole discretion charge additional costs of carriage, delivery, storage and all other expenses incurred by us in this regard and such additional costs will be as displayed on the Platform or communicated to you by or from time to time.

  5. Notwithstanding the provisions of these Terms, we may at any time, with or without notice to you, withdraw, terminate, and/or suspend the grant of Trade Credit by HEPL to you. We may further terminate or revoke the enablement of Trade Credit to you if in our reasonable opinion you are in breach of the provisions as set forth under these Terms or udaan Terms. In the event of such withdrawal, termination, revocation or suspension under this clause, the amount payable by you for all the Orders placed by you (for which we have enabled Trade Credit) including but not limited to delivery charges, late payment charges, default interest or such other costs, charges, and expenses shall become due and payable immediately and you shall be liable to pay the entire amount forthwith by such mode of payment as may be acceptable to us.

  6. We shall not be liable for any loss or damage caused to you due to act of god, governmental actions, or other Force Majeure Events that are beyond our reasonable control and shall not be liable to pay any amount as compensation or otherwise for any such loss.

  7. These Terms, along with the udaan Terms, Privacy Policy, Return Policy, Shipment Policy, Undelivered Shipment Policy and/or any other referenced policies or agreements, constitute the entire agreement between the parties with respect to the udaan Trade Credit facility.

  8. User shall not assign or transfer any rights or obligations under these Terms without prior written consent from udaan. We reserve the right to assign our rights and obligations under these Terms without restriction.

  9. If any provision of these Terms is found to be invalid, illegal, or unenforceable, under the Applicable Law, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, that provision shall be eliminated from these Terms without affecting the validity and enforceability of any remaining provisions.

  10. By availing of the udaan Trade Credit facility, the User(s) agrees to receive electronic communications from udaan, including notices, statements, and updates, which shall be deemed legally binding.

  11. All communications or notices shall be sent to us at the address mentioned below and the same may be sent to you via email, registered post or courier. We may also send you any communications or notices (including but not limited to marketing or promotional messages, transactional messages, etc.) through the Platform or through SMS, WhatsApp, telephone, email, registered post or courier or such other mode as we may deem fit. You hereby consent to our sending you all such communications or notices using the aforementioned mode.

XII. GRIEVANCE MECHANISM

User may submit any grievances with respect to the Platform or the Services, including any abuse on the Platform, discontinuing use of udaan Trade Credit facility, any discrepancies or grievances with respect to processing of information and/or any other query in regards to these Terms or related documents, you may reach out to the Grievance Officer at the contact details mentioned below. We will endeavor to resolve your grievances and concerns within timelines as mentioned under Applicable Laws.

Grievance Officer (udaan Trade Credit)
Hiveloop E-Commerce Private Limited
No. 1090/3, 13th Cross, 14th Main, Sector 3, HSR Layout Bangalore - 560102.
Email: [email protected]
Time: Monday - Saturday (10:00 AM - 07:00 PM)

XIII. CUSTOMER SUPPORT

Email Id: [email protected]

Phone No: 080-6883 5562

Support channel: The Buyer shall select the "Support" option to either directly connect with or request a callback from the udaan customer support team