Vendor Agreement

1. Introduction & Acceptance

This Vendor Agreement is entered into between Elfinic Commerce Private Limited (the “Company”), operator of the Acromart marketplace at www.acromarts.com (the “Platform”), and the person or entity registering as a vendor (the “Vendor”, “you”). By registering as a vendor, listing products or accepting orders on the Platform, you agree to be bound by this Agreement, the Terms of Service and all referenced policies.

2. Definitions

• Vendor: A business or individual registered to list and sell products on the Platform.
• Commission: The fee payable to the Company on the sale of products, as per the applicable fee schedule.
• Payout: The amount settled to the Vendor after deducting commissions, fees, taxes and adjustments.
• Listing: A product offered by the Vendor on the Platform, including its description, images, price and specifications.

3. Registration & Onboarding (KYC)

To become a vendor, you must complete registration and KYC verification, providing accurate and current information including business name, GSTIN, PAN, bank account details, registered address, authorised signatory details and supporting documents. The Company may verify, re-verify, approve or reject any registration at its discretion. You must keep your information updated.

4. Nature of Relationship

The Vendor is an independent seller and not an employee, agent, partner or joint-venturer of the Company. This Agreement is non-exclusive. The contract of sale for products is formed directly between the Vendor and the Buyer; the Company acts as an intermediary.

5. Vendor Obligations & Representations

• Sell only genuine, lawful products you are authorised to sell;
• Provide accurate listings, prices, specifications, stock and images;
• Comply with all applicable laws, standards and certifications;
• Honour confirmed orders and fulfil them within committed timelines;
• Maintain adequate inventory and update stock promptly;
• Deal fairly with Buyers and not engage in fraudulent, misleading or unfair practices.

6. Product Listings & Standards

Products must comply with all applicable quality and safety standards and mandatory certifications for building and construction materials, including BIS/ISI marking where required. You are responsible for the accuracy of measurements, units, grades, technical data and any claims made in your listings. You must not list counterfeit, hazardous, restricted, prohibited or infringing products.

7. Pricing, GST & Invoicing

You set the price of your products, subject to platform guidelines, and are responsible for ensuring prices are accurate and inclusive/exclusive of taxes as indicated. You must issue compliant GST tax invoices to Buyers and discharge all applicable taxes on your sales, including correct HSN classification and tax rates.

8. Order Fulfilment & Dispatch

You must accept and fulfil confirmed orders, package products securely for transit, dispatch within committed timelines and provide accurate tracking. Failure to fulfil orders, repeated cancellations or delays may result in penalties, de-listing or termination.

9. Shipping, Packaging & Delivery

You must package building materials appropriately to prevent transit damage. Where you handle your own logistics, you are responsible for safe and timely delivery. Where Company-facilitated logistics are used, you must hand over consignments correctly labelled and ready for dispatch.

10. Returns, Replacements & Warranty

You must process eligible returns, replacements and warranty claims promptly in accordance with the Returns & Refund Policy and applicable law. The Company may facilitate or adjudicate disputes and may adjust your payouts to give effect to approved refunds, replacements or chargebacks.

11. Commissions, Fees & Charges

The Company charges commissions, listing fees, payment-gateway charges, fulfilment fees and other charges as set out in the applicable fee schedule, which may be amended with prior notice. Continued use of the Platform after a fee change constitutes acceptance.

12. Payments & Settlement

Subject to successful delivery, return windows and any holds for disputes or chargebacks, the Company settles payouts to your registered bank account on the applicable settlement cycle, after deducting commissions, fees, taxes, refunds and adjustments. The Company may withhold or set off amounts where there are pending disputes, suspected fraud, policy violations or statutory requirements.

13. Taxes (GST, TDS/TCS)

You are solely responsible for your tax compliance, including GST registration, returns and payment. The Company will collect and deposit Tax Collected at Source (TCS) and comply with TDS provisions as required, and will issue applicable statements.

14. Intellectual Property & Content Licence

You retain ownership of your brand and product content but grant the Company a worldwide, royalty-free, non-exclusive licence to use, host, display, reproduce and distribute your listings and content to operate, market and promote the Platform. You warrant that your content does not infringe any third-party rights.

15. Confidentiality

Each party shall keep confidential the non-public information of the other (including Buyer data, pricing and commercial terms) and use it only for performing this Agreement.

16. Data Protection

You must process any personal data you receive through the Platform in accordance with the Digital Personal Data Protection Act, 2023, the IT Act, 2000 and our Privacy Policy. You must not retain, share or use Buyer data beyond what is necessary to fulfil orders and meet legal obligations.

17. Prohibited Conduct

• Listing prohibited, counterfeit, hazardous or infringing products;
• Manipulating prices, reviews, ratings or order metrics;
• Diverting Buyers off-platform to circumvent fees;
• Misrepresenting products, certifications or stock;
• Engaging in fraud, money laundering or any unlawful activity.

18. Performance Standards & Penalties

You must maintain performance standards relating to order acceptance, dispatch timeliness, defect/return rates and Buyer satisfaction. The Company may apply penalties, search-ranking adjustments, listing restrictions, payout holds, de-listing, suspension or termination for non-compliance.

19. Indemnification

You agree to indemnify, defend and hold harmless the Company, its directors, officers, employees and agents from all claims arising out of your products, listings, conduct, breach of this Agreement or violation of any law or third-party right. This obligation survives termination.

20. Limitation of Liability

The Company shall not be liable for indirect, incidental, special or consequential damages, or loss of profits, revenue or goodwill. The Company’s aggregate liability shall not exceed the total commissions actually received by the Company from the Vendor in respect of the transaction(s) giving rise to the claim.

21. Term, Suspension & Termination

This Agreement remains in effect while you are registered as a vendor. Either party may terminate with notice as specified in the applicable policy. The Company may suspend or terminate immediately for breach, fraud, legal risk or repeated policy violations.

22. Effect of Termination

On termination: your listings will be deactivated; you must fulfil or resolve pending orders; the Company will settle undisputed payouts after deducting amounts due and reserving for potential returns, chargebacks or claims; and surviving provisions continue to apply.

23. Governing Law, Jurisdiction & Arbitration

This Agreement is governed by the laws of India. Disputes shall first be attempted amicably; failing which, they shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by the Company, with seat and venue at Navi Mumbai, Maharashtra, and proceedings in English.

24. General Provisions

• Severability: Invalid provisions are severed; the rest remains in effect.
• Waiver: No delay or failure to enforce is a waiver.
• Assignment: You may not assign without the Company’s consent.
• Amendments: The Company may amend this Agreement and policies with notice.
• Entire agreement: This Agreement and referenced policies constitute the entire agreement.
• Notices: Notices may be sent to info@acromarts.com and to your registered details.

Grievance Officer & Contact

For questions, requests or complaints, contact our Grievance Officer. We will acknowledge complaints within forty-eight (48) hours and endeavour to resolve them within one (1) month, in line with applicable law.

• Entity: Elfinic Commerce Private Limited (CIN U47190MH2025PTC459437)
• Email: info@acromarts.com
• Address: Unit No. 112/B, Gold City, Sector 19D, Vashi, Navi Mumbai, Maharashtra 400703, India
• Hours: Monday to Friday, 10:00 – 18:00 IST (excluding public holidays)
• GSTIN: 27AAJCE2298Q1ZS