• Client will prominently display, on Client's Web Site and in other online marketing materials if applicable, a statement that PanIndia is the Authorized Online Retailer from whom customers will purchase Client's products.  This statement must be prominently displayed to all customers, as required by Credit Card Association rules.  No credit card logos or insignia shall be displayed on Client's Web Site, unless online sales will be conducted using Client's own credit card merchant account(s).

• Client will use PanIndia's online Client Administration functions to maintain a list of products for sale.  Client will develop and maintain Web site(s) which will advertise and describe these products.  Client will design these Web sites in a manner which automatically refers customers to PanIndia's online shopping system, using the instructions provided to Client via PanIndia's Client Administration function.

• Upon receipt of each valid customer order, PanIndia will send Client a Customer Purchase Order via Internet E-mail, and PanIndia will also post the order on the Client's "Pending Orders" screen.  Client will deliver the ordered product(s) to the Customer, and will promptly acknowledge the shipment using PanIndia's Client Administration functions.

• Client will not acknowledge an order as "Shipped" until after the merchandise has already been shipped.  Client agrees to deliver all merchandise to Customers expeditiously and without delay.  Client will not offer "backordered" or out-of-stock products for sale.  If Client is unable to ship any part of any Customer order within 5 to 7 business days, Client will cancel the order using PanIndia's client administration functions.  Client will not make partial shipments due to backordered or unavailable items.

4. Payment from PanIndia to Client

PanIndia agrees to pay Client for all products sold by PanIndia as described hereinafter.  In this regard, PanIndia will cause the Customer Charges associated with each order to be charged to the Customer's credit card account after order placement by the Customer, and PanIndia shall pay the Client out of the proceeds received from the credit card service provider after delivery of the products.

The amount to be paid to Client will be determined as of the 1st day and the 16th day of each month for the prior pay period PanIndia will deliver its payments to Client as promptly after these dates as is practicable.  The payment due the Client is equal to the sum of all Customer Charges for products which have been delivered within the specified time period LESS

(i) the sum of all Customer Charges denied, refused, or charged back by the Customer or the credit card service provider during the period
(ii) all inquiries, disputes, and refunds processed on account of Client's Customer Charges during the period,
(iii) any taxes, penalties, charges or other items reimbursable under Sections 6, 8, and 10 of this Agreement or otherwise occurring during the period, and
(iv) the PanIndia sales commission fee.

The sales commission fee shall be determined by first computing the amount due Client without regard to the items described under (iii), and by then applying the fee to the result.
 
 
5. Client's Cancellation

The Client may at any time cancel this Agreement with notice to PanIndia.  PanIndia will terminate this Agreement and will no longer sell Client's products to Customers after cancellation notice is received.  Any payments due to the Client for Orders sent prior to cancellation will be paid as described in Section 4.  The Client is further obligated to fulfill or cancel any outstanding Customer Orders submitted prior to the cancellation.
 
 
6. General Terms and Conditions.

a) Cash Advances Not Permitted.

Cash advances are strictly forbidden by PanIndia's merchant banks.  PanIndia will not make cash advances to any Customer or Cardholder.

b) Losses.

Client shall indemnify and hold PanIndia harmless from all claims, expenses, and losses occurring for any reason in connection with the sale of Client Product(s) to Customers by PanIndia, specifically including, without limitation, the costs and expenses of:
(i) Customer refunds and/or returns and Charge Backs;
(ii) Warranty and/or service claims of Customers arising out of express or implied representations of Client or by operation of law, regulation, or trade custom; or
(iii) Claims and losses as a consequence of damage or misdirection in shipping products to Customers.  In this regard, Client is responsible for declaring a value with the shipper or obtaining insurance sufficient to permit Client to recover the value of items lost, destroyed, or damaged during shipment.

c) Transaction Limits.

PanIndia reserves the right to impose limits on sales of products in its sole discretion and to refuse to process transactions to specific Customers for any reason.  Specifically, PanIndia may limit or restrict sales to a minimum or maximum Product Price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges. PanIndia may impose Transaction Limits or Reserve Amounts on specific client accounts, either temporarily or permanently, which are more restrictive than limits placed on other clients in order to reduce PanIndia's reasonable apprehension of risk of loss under varying circumstances.  PanIndia is in no way responsible for any losses sustained by Client, including claims for lost profits, on account of the imposition of Transaction Limits or Reserve Amounts for any reason.

d) Refund and Return Policy.

Client will accept returns of products, and will agree to refunds for Customers who initiate an inquiry or complaint either with PanIndia or with their credit card issuer.  PanIndia will use its best efforts to resolve customer inquiries and complaints in a manner that is acceptable to both Customers and Clients; however, PanIndia reserves the right to issue a refund without the knowledge or consent of Client in any case that it deems appropriate.  Notwithstanding anything to the contrary contained herein, PanIndia will provide a refund without penalty to any Customer who initiates a return of products to Client within 30 days from the date of delivery.  Client may not impose a "Restocking Fee" or other charge on customers who make returns.

e) Customer Support.

Client shall at all times have the ability to respond promptly to inquiries from PanIndia on behalf of Customers, and shall endeavor to resolve disputes with Customers amicably and in a professional, courteous manner.  The occurrence of complaints from customers and/or inquiries or charge backs regarding Client's merchandise may be cause for termination of this Agreement if such events occur with unacceptable frequency as determined in the sole discretion of PanIndia.  In addition, PanIndia reserves the right to charge Client reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, or charge backs.  Prior to imposing such fees and attempting to recover its costs, PanIndia shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions. If PanIndia and Client are unable to achieve mutually acceptable solutions, Client shall have the option of continuing this Agreement subject to the additional fees and costs imposed by PanIndia or of terminating this Agreement.

f) Other Terms and Conditions.

The terms and conditions described on PanIndia's Service Details page are incorporated into this agreement by reference.  Client agrees to conduct all business activities in accordance with the guidelines and requirements described on the Service Details page.

 
7. Regulation Authorization

Client represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to sell any product it intends to offer. Client further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding the sale of products over the Internet or in situations where the card is not present.
 
 
8. Taxes

Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes.  Should PanIndia be required to pay any such taxes on the income of Client, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to PanIndia pursuant to Section 10.

Further, the parties agree that if additional taxes in the nature of an excise, sales or use tax are imposed in connection with PanIndia's services on behalf of Client, the burden of such taxes shall be the Client's responsibility. PanIndia shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Client or on account of its own sales of products if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Client under Section 10 of this Agreement the amount of any such taxes and related penalties and interest which are paid by PanIndia with its own funds.
 
 
9. Limitations of Liability for the PanIndia service

PanIndia assumes no liability for disruptions or improper operation of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of "Acts of God" or force majeure. PanIndia shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances.  In no case shall Client be entitled to recover damages from PanIndia which exceed the sum of the amounts of sales commissions and service fees retained by PanIndia under this Agreement during the six months prior to event giving rise to the claim for damages.
 
 
10. Indemnification

Client is fully responsible for the content of its Web site and for the advertising and promotion of all of Client's products.  Client certifies and represents to PanIndia that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising and promotion and to sell and deliver products to Customers.

Client agrees to indemnify and hold harmless PanIndia, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney's fees), or other liabilities resulting from or in connection with this Agreement.  PanIndia assumes no liability of the Client for failure to follow this Service Agreement or any results caused by the acts, omissions or negligence of the Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with the Client's products, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.
 
Client expressly authorizes PanIndia to collect these fines, penalties, losses, claims, expenses, and liabilities using any means available to PanIndia.
 
 
11. Term

The term of this Agreement shall continue until a notice of cancellation by PanIndia or Client is given, or until terminated under other provisions of this Agreement.  PanIndia reserves the right to terminate this Agreement without cause upon notification to the Client.  PanIndia may further terminate this Agreement immediately without notice at any time the Client breaches any part of this Agreement, or if any program or facility used by PanIndia to implement this Agreement is disrupted or terminated for any reason.
 
 
12. Default

In the event Client defaults in any provision or fails to perform pursuant to this Agreement, PanIndia shall be entitled to damages, costs and attorney's fees from the Client.
 
 
13. Invalid or Non-enforceable Provisions

The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.
 
 
14. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.
 
 
15. Amendments and Modifications

PanIndia may make amendments or modifications to this Agreement from time to time.  Whenever practical, PanIndia will give Client advance notice of the changes to this Agreement.

 

PanIndia.Com
281 Spring St
Cheshire, CT 06410
 
1-800-295-1694
sales@panindia.com