Terms & Condition - Plexus Technology

General terms and conditions on Plexus Technology (Version 1.00)

1. Introduction

This document is an electronic record published by Plexus Technology under the provisions of the Information Technology Act, 2000 and the rules made there under (as applicable) and shall act as valid agreement between Seller / Service Provider and Buyer.
Plexus Technology is online Procurement Portal; an end-to-end online Marketplace for buyer & seller of common use goods & services. The portal is owned and managed by Plexus Technology. Company registered under the Indian Partnership Act, 1932. Plexus Technology operates, monitors and supervises all the business transactions on the portal through the Managed Service Provider as per defined roles and responsibilities.

2. General Terms and Definitions:

a. “APPLICABLE LAWS” shall mean any statute, law, ordinance, notification, rule, regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy or other governmental restriction as may be in effect.

b. “GOODS” shall mean an Article / product or an intangible product like software, technology transfer, licenses, patents or other intellectual properties being offered for sale on the Plexus Technology portal by Seller(s) . The term ‘Goods’ shall also include works and services which are incidental or consequential to the supply of such goods, such as, transportation, insurance, installation, commissioning, training and guarantee / warrantee obligations as defined in the scope of supply given in the contract.

c. “SERVICES” shall mean the services offered or provided by the Seller such as IT Professional Services, Manpower Services, Security Services, Transport Services, etc. listed as Services on Plexus Technology portal. The term ‘Service’ shall also include supply of goods

d. SERVICE LEVEL AGREEMENT shall mean the Contractual Commitment that prevails between the Buyer and the Service Provider with regard to type of service to be provided, deliverables, desired performance level, reliability and responsiveness, monitoring process and service level reporting, response and issue resolution time-frame, repercussions / penalties / remedies for service provider not meeting its commitment. The Service Level Agreement of a particular contract may carry the matrix regarding the delivery of the goods and/or services and the corresponding penalties or remedies and liquidated damages as applicable.

e. CATEGORY SPECIFICATION shall mean the framework of technical features, functional capabilities, technical properties, certifications of the items etc. in a particular category. The Specifications shall identify the key parameters defining the products with all necessary validations related to configuration, type of data, restrictions, range / allowed values, allowed units etc. Sellers as well as Buyers while offering / buying the Goods / services shall have to comply with the validation rules / restrictions provided for in the Category Specification. Buyers / Sellers can not add parameters and / or drop down values not provided for in category Specification. If any Buyer / Seller desire to add new parameter, value, validation etc. against any category specification, they have to raise request for the same to Plexus Technology for incorporation in Category Specification.

f. BUYER is the Contract placing authority registered on Plexus Technology portal it shall mean any legal entity such as firm(s) of Proprietorship / Partnership Firm / Limited Liability Partnership / Private Limited / Limited company / Society registered under Society’s Act / Statutory Bodies etc., registered on Plexus Technology to buy Good(s) / Service(s) from the sellers registered on Plexus Technology potal.

g. SELLER / SERVICE PROVIDER on Plexus Technology shall mean any legal entity such as firm(s) of Proprietorship / Partnership Firm / Limited Liability Partnership / Private Limited / Limited company / Society registered under Society’s Act / Statutory Bodies etc., registered on Plexus Technology to sell its Good(s) / Service(s) to the Buyers registered on Plexus Technology.

The “Seller on Plexus Technology” will be either OEM (Original Equipment Manufacturer*) or Seller having authorization to sell products manufactured by the OEM in open market.
OEM is the owner of the Brand / Trademark of the product being offered or in case of un-registered brand’s products / products with own brand, the actual manufacturer of the final product. In case of Services related to Goods, Service Provider on Plexus Technology will be either OEM or Service Provider having authorization to Service products manufactured by that OEM in open market. In respect of other Services, Service Provider on Plexus Technology will be any legal entity offering its services.
By registering on Plexus Technology portal , Seller / Service Provider hereby agrees to be bound by these General Terms and Conditions for Sale / Purchase of Goods and / or Services, Product / Service Specific Special Terms and Conditions and Service Level Agreements for various Services and Additional Terms and Conditions as applicable.
For the purpose of this document and transactions on Plexus Technology, Seller as well as Service Provider will be referred to as Seller.

h. USER ID and PASSWORD All users including Buyers and Sellers will get User ID and Password created on Plexus Technology portal following due registration process defined on Plexus Technology. It is the responsibility of the user to keep their User ID and Password secure and confidential. Individual user shall be solely and completely responsible for all transactions taking place on Plexus Technology portal using his / her User Id and Password and Plexus Technology portal shall not be responsible in any manner.

i. LICENSE shall mean by registering the Seller and by offering Product / Service details on Plexus Technology, the Seller grants Plexus Technology a non-exclusive, with royalty-fee, irrevocable, perpetual and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, distribute, and/or display the content/materials which has been submitted to Plexus Technology excluding personal information.
j. “CONTRACT” shall mean the purchase order created / issued by the Buyer on Plexus Technology for supply of Goods / Services in electronic form which includes scope of supply, delivery instructions and specifications etc. as ordered by Buyer against such Contract besides the subject General terms & conditions/Service level agreement as the case may be.

3. Role, Responsibilities and Obligations of Seller/ Buyer:

A. Role and Responsibilities of Sellers on Plexus Technology are as under:
i. Only Director (s) / Partner (s) / Proprietor (as applicable) are authorized to become Primary User and register any legal entity on Plexus Technology as Seller.

ii. Since Plexus Technology is a online & Offline Portal, the complete accuracy and integrity of data submitted in respect of the Seller and also in respect of the Goods / Services offered on Plexus Technology will be the sole responsibility of the Seller/Service Provider. Seller will be liable for administrative action as per Plexus Technology terms and conditions in case of any discrepancy / infirmity in any data / information submitted on Plexus Technology.

iii. Seller can offer any number of products. However, it will be the sole responsibility of the seller to satisfy themselves regarding possessing the requisites for doing business for the offered product(s). The Sellers are solely responsible for ensuring that there is no violation of any Intellectual Property Rights in their offer for sell / providing service on Plexus Technology.

iv. The Seller should not exercise any corrupt influence on any aspect of contract and commit to take all measures necessary to prevent corruption maintaining complete transparency, integrity and fairness in all activities related to Plexus Technology.

v. The seller would represent its business on the Plexus Technology portal and is mandated to comply with all the terms and conditions of the platform. Sellers would be solely and absolutely responsible for the information provided about their organization, business, products and services on the portal and would be required to produce proof of such information, if requested at any point in time by the Buyer and / or Plexus Technology.

vi. Plexus Technology would not allow creation of any fresh data related to Seller identity on Plexus Technology portal. All details provided by the Seller at the time of registration would be counter checked / verified through other data bases of Government such as GST Certificate, PAN card, Udyog Aadhaar etc. For Financial details, PAN / Income tax Database shall be primary validating database and will override any conflicting data in any other database. If the data / details entered by the seller while registering on Plexus Technology is not verified with validating databases, registration will not be allowed. Further, in case of any conflict in details after registration, Seller’s registration would be automatically suspended. It is the Seller’s responsibility to keep all their information on Plexus Technology updated with the latest change(s). Non-updating of details on Plexus Technology within 7 days of such occurrence would make Seller liable for administrative actions.

viii. The Seller shall be solely responsible for the Goods / Services including, without limitation, the applicable guarantee / warranty, shelf-life, quantity, quality and the title and for giving the correct and accurate details of the offer their Goods and / or /Services indicating product specifications, quantity which can be supplied over the specified time period, etc. as per catalogue or catalogue based template prescribed in Plexus Technology. Seller would ensure that the Goods or /Services offered are latest, new and complete in all respects. Where Seller is selling any Goods which needs spare parts, Seller should ensure and make available such spare parts for a minimum period of three years from the date of expiry of warrantee period (unless otherwise specified). The individual Sellers shall ensure that the products offered in e-Bidding and/or ordered shall remain available on Plexus Technology during the bid / contract validity period.

ix. Sellers shall offer minimum discount of 10% on the Maximum Retail Price (MRP) mandatorily (unless otherwise specified for offering their products on Plexus Technology). Sellers are free to offer higher discounts. The Seller must offer its best possible lowest price on Plexus Technology and undertake that it would not sell or offer to sell the same product outside Plexus Technology in comparable quantity on similar terms and conditions at a price equal to or lower than Offer Price on Plexus Technology. In case any such infirm Plexus Technology by Seller is noticed, the Seller shall be liable to be removed / debarred from the Plexus Technology.

x. By offering their product on Plexus Technology, the Seller agrees for sharing price details of the offered Goods / Service by Plexus Technology authorities with other Government and non- Government agencies including any legal entity such as firm(s) of Proprietorship / Partnership Firm / Limited Liability Partnership / Private Limited / Limited company / Society registered under Society’s Act / Statutory Bodies etc., registered on Plexus Technology.

xi. Listing of Goods / Services in irrelevant / inappropriate categories is strictly prohibited. If any such infirm Plexus Technology made by Seller leads to placement of a contract by any Buyer for such inappropriately offered product(s)/service(s) by the Seller, such contract shall be treated as null and void. No claim whatsoever against such contract shall be admissible and entertained.

B. Role and Responsibilities of Buyer on Plexus Technology:

i. any legal entity such as firm(s) of Proprietorship / Partnership Firm / Limited Liability Partnership / Private Limited / Limited company / Society registered under Society’s Act / Statutory Bodies etc., can register on Plexus Technology

ii. Head of the Office at Sub Centre / Unit / Branch, can Register his / her organization / unit on Plexus Technology portal as Primary User.

iii. Primary User shall be responsible for registering the organization on Plexus Technology, for creating User accounts, assigning roles and responsibilities on Plexus Technology and for supervision of all transactions of Users under him / her.
Primary User shall also be vicariously responsible for ensuring compliance of General Financial Rules and / or Rules Governing Public Procurement in respect of their organization, all Plexus Technology terms and conditions and other Procurement Policies / Guidelines notified by the Plexus Technology from time to time, including timely payments and for dispute resolutions as per Plexus Technology terms and conditions.

iv. Primary Users are officials responsible for procurement transactions on Plexus Technology including Placement of Contracts, Receipt of Stores, and Payments to the Sellers etc. Primary Users given the roles of Buyer / Consignee / Drawing and Disbursement Office (DDO) / Paying Authority etc. For transaction on Plexus Technology portal, Buyer is the official who is responsible for processing procurement transaction up to Order Placement stage. Consignee is the Primary User in Buyer Organization responsible for certifying receipt and acceptance of the goods procured.

Buyer’s responsibilities on Plexus Technology portal are as under:

i. The Buyers are responsible to ensure that the procurement done by them are in compliance of General Financial Rules and / or Rules Governing Public Procurement in respect of their organization, all Plexus Technology terms and conditions and other procurement Policies / Guidelines notified by the management from time to time, including timely payments as per Plexus Technology terms and conditions.

ii. The Buyers (in all capacities i.e. as Buyer, Consignee, DDO, Paying Authority etc) are responsible to ensure that the procurement done by them are in compliance with Plexus Technology Terms and Conditions / Guidelines and all contract related transactions are completed within time lines prescribed in Plexus Technology Contract.

iii. The Buyers must ensure that they have the requisite authorization to enter into contract with Seller(s) on Plexus Technology for and on behalf of the organization, failing which such individual(s) shall be individually liable for its actions and also for any liability arising out of such actions.

iv. While making procurement on Plexus Technology, the Buyers shall judiciously search and shortlist items using filters such as quantity, technical parameters, delivery period, warranty period, consignee location(s), Seller’s eligibility etc. as per their approved requirements. Placement of contract for a product / service uploaded by the Seller in any wrong/inappropriate product category is strictly prohibited and such contracts shall be treated as null and void and such Buying shall adversely affect Buyer Rating on Plexus Technology.

v. The Buyers shall satisfy themselves that the price of the selected offer is reasonable. Buyer is at liberty to utilize all the data / information and Business Analytics made available in Plexus Technology including e-bidding and reverse auction (Negotiation Part).

vi. Buyers are not allowed to place any order at Plexus Technology prices outside Plexus Technology. The prices on Plexus Technology are only applicable if the procurement is made through Plexus Technology portal. Using Plexus Technology prices for procurement outside Plexus Technology portal is strictly prohibited. Further, Buyers are not allowed to place any off-line contract to the Seller directly based on the outcome of e-Bidding / RA conducted on Plexus Technology. All such contracts shall be treated as null and void and Plexus Technology reserves the right to delete all data related to such transactions from Plexus Technology database besides taking suitable actions against such Buyers including suspension from Plexus Technology and / or reduction of Buyer rating etc.

vii The Seller’s price on the Portal is just their offer prices and the proper discovery of price generally happens through bidding/RA. Moreover, in order procurement irrespective of multiple listing by authorised sellers, the important issue of price control remaining with the OEM cannot be overlooked. Therefore, in case of all the order procurements, the Buyers will have to carry out extra due diligence in establishing the reasonableness of prices before placement of contract.

viii. In order to give flexibility to the buyers in sourcing their requirements through Plexus Technology, provision has been made in e-bid and RA modules for indicating delivery period in terms of “number of days from date of placement of contract”. While stipulating delivery period in their bid documents, Buyers are advised to be careful since un-realistic delivery period stipulations may result in elimination of some genuine sellers, lack of competition and may ultimately have impact on cost of procurement. While fixing delivery period in e-bid/ RA bid, buyers should not only take into consideration the quantity required and the essentiality of requirement of that quantity within stipulated time period but also the possible impact of shorter delivery period on competition in e-bidding / RA.

ix. if any such splitting of demand is noticed, Plexus Technology shall have the right to take necessary action such as blocking of such Bids/RAs and / or cancelling such contracts.

xii. Plexus Technology is a dynamic online marketplace. The product/service listings across the existing categories are dynamic. Moreover, new categories of products/services are continuously being added on Plexus Technology portal. In situations where there is only one offer available in a product/ service category and/or there is offer from only one Seller after filter based search, the buyer should not select such offer for buying. Efforts should be made by Buyer to get their past suppliers and prospective Sellers on-boarded on Plexus Technology so as to ensure availability of sufficient Sellers on Plexus Technology.

xiii. e-Bidding and Reverse Auction (RA) on Plexus Technology
(a) The e-Bidding / RA module of Plexus Technology is a tool provided to the Buyer(s) for organizing bidding / RA from Plexus Technology Sellers of the particular product category for a pre-defined requirement i.e. quantity, technical parameters for Goods/ Services of the particular product category required for one or more Buyers / Consignees.

(b) Prior to initiating e-Bidding / RA, the Buyer shall judiciously search and shortlist item among the items offered on Plexus Technology using filters such as quantity, technical parameters, warranty period, consignee location(s) etc. as per the requirement. In case the search made using actual quantity required, fails to identify sufficient offers, the Buyer may use an indicative quantity for initial search and selection of product and quantity may be amended to match the actual requirement at the time of finalizing e-Bidding / RA.

(c) The technical parameters and warranty of the item identified by the Buyer shall be base parameters of the item for conducting e-Bidding / RA for the required Goods/Services.

(d) The e-Bidding / RA document will be finalized by the Buyer(s) by stipulating requirements such as Quantity, Consignee Details, Terms of Delivery, Delivery Period, Performance, Time & Date for Start and End of Bid Submission and for Opening of Bids and required Bid Validity period etc. Plexus Technology system shall decide Start / Reference Price and Step Value of Decrement in case of RA based on product selection and / or outcome of bidding process.

(g) The Seller participating in the e-bidding / RA may offer any one of their product(s) already listed on Plexus Technology. The bid submitted under e-Bidding / RA shall remain valid for 5 Days. Bid Validity can be further extended with mutual consent between Buyer and Seller subject to the condition that total Bid Life Cycle cannot go beyond the stipulated time limit as per Plexus Technology conditions.

xi. Sellers / Service Providers holding valid License for the Primary Product Category whose credentials are validated.

xii. Plexus Technology is an end to end on-line procurement portal and not a tender publishing portal.. Based on the available terms and conditions, there is hardly any need to add any additional conditions to be attached with any Plexus Technology bid. However, for inclusion of some clause which is considered absolutely necessary for that particular bid for reasons to be explained in detail, a provision for inclusion of additional conditions in the bid through corrigendum is available in Request to Plexus Technology.

Offer price on Plexus Technology portal: The prices of the offered Goods or Services shall be firm and fixed at any point of time and shall be indicated in INR for each accounting unit. The Seller can choose to offer Goods or Services with uniform all inclusive unit price for deliveries at locations across India on All India basis or for specified locations selected at the time of product listing. As such, for supply of Goods contract, no additional charges such as local levies / transportation / loading unloading charges etc., shall be payable over and above the contract price. For selected freight intensive products, as notified on Plexus Technology, the Seller may quote unit price inclusive of GST with delivery charge(s) (including transportation, loading unloading and local levies) payable extra as defined in the relevant categories. In respect of items requiring installation and / or commissioning and other services (as indicated in technical details of the item), the charges for the same shall also be included in the offered price on Plexus Technology.
Once a Buyer carts a particular quantity of offered Goods / Service, during carting period as notified from time to time on Plexus Technology, rates for carted quantity, for that buyer, are frozen for the period as specified on the portal against any upward revision by seller. However, advantage of any downward revision in the offer price of carted item shall be automatically provided to the buyer.

Duties & Taxes:

i. Offer Prices on Plexus Technology shall be on all inclusive basis i.e. including all taxes, duties, local levies / transportation / loading-unloading charges etc. In the case of Bid / RA, complete break-up of the quoted price in the required price bid format shall furnished by the Bidder, before award of contract.

ii. Statutory variation in the rate of GST, taking place between the date of award of contract and the original / refixed delivery period, shall be to the Buyer’s account. For claiming any change in price due to such Statutory variation, the seller shall have to lodge claim before the Buyer providing documentary evidence of change in rate of GST taking place after the date of award of contract and the date of supply within the original / refixed delivery period. Buyer shall issue necessary amendment in the contract to enable generation of supplementary invoice or revised invoice as the case may be.

iii. No increase in price on account of statutory increase in the rate of GST taking place during the period of delivery period extension with liquidated Damages shall be admissible. Nevertheless the Buyer shall be entitled to the benefit of any decrease in price on account of reduction in GST taking place during extended delivery period.

iv. The Bill Form / On-line invoice shall be generated by the Seller which may inter-alia include the following confirmations from the Seller:

a. Certified that the Goods and Services Tax (GST) charged on this Bill is not more than what is payable under the provision of the relevant Act or the Rules made there under.

b. Certified that the goods on which GST has been charged have not been exempted under the GST Act or the rules made there under and the charges on account of GST on these goods are correct under the provisions of that Act or the Rules made there under.

c. Certified that the Seller is registered with above indicated GSTIN as dealer in the State where in their Billing address is located for the purpose of GST.

d. The on-line bill form / invoice generated on Plexus Technology is not a replacement for the GST invoice. The proper GST invoice as per requirements of GST rules shall be sent by the seller to the buyer / consignee directly along with the Goods / Services as and when deliveries are made to the consignee.

v. Seller shall comply with all the necessary statutory compliances including but not limited to providing GST invoices or other documentation as per GST Law relating to the supply of Goods or Services, uploading the details of the invoices, payment of taxes, timely filing of valid statutory returns for the tax period in the GST portal. In case the Input Tax Credit of GST is denied or demand is recovered from Buyer on account of any act/ omission of the Seller in this regard, the Seller shall be liable in respect of all claims of tax, penalty and / or interest, loss, damages, costs, expenses and liability that may arise due to such non-compliance. Buyer shall have the right to recover such amount from any payments due to the Seller or from Performance Security, or any other legal recourse from the said Seller. If any tax is required to be paid by the Seller in pursuance of any demand from tax authorities, on account of Seller’s suppression of facts, fraud or wilful misstatement of facts while offering the products or submitting the bids, then the same shall not be passed on to Buyer through debit notes or Invoices or Supplementary Invoices and the seller shall be solely liable for payment of the same.

Integrity Pact:
All the Users in Plexus Technology i.e. Seller as well as Buyer agree not to indulge in any corrupt practices including without limitation any activity or action to influence the transaction on any aspect of contract and commit to take all measures necessary to prevent corruption maintaining complete transparency and fairness in all activities related to Plexus Technology. Users agree to follow and adhere with the Integrity Pact guidelines provided on Plexus Technology Portal.

Guarantee And Warrantee:
i. The Goods/Services supplied under the Contract(s) shall be in accordance with the contract specifications & quality and the Goods shall be brand new and have standard Guarantee/Warrantee depends on product category from final acceptance by the consignee. Seller may provide longer Guarantee/Warrantee period (i.e. more than 1 year)

Buyer / Consignee’s Right Of Rejection (Return Policy):

i. The Goods delivered shall bear the self certified Manufacturer’s/Seller’s Warranty/Guaranty. Buyer / Consignee shall have the right to inspect the supplied Goods themselves and/or through their appointed agency at consignee’s own cost, at Consignee’s site(s) after receipt and accept or reject on proper justification any consignment of the Goods received within a period of 10 days of receipt of consignment of goods. The date of receipt shall be reckoned from the date of receipt of the Goods as notified in the Provisional Receipt Certificate (PRC) which will be issued online by consignee immediately after receipt of Goods.

iii. On Acceptance / Part Acceptance or Rejection of Goods / Services, Consignee will issue an on line ‘Consignee’s Receipt cum Acceptance Certificate’ which will form the basis of Payments to the Seller.

iv. No payment shall be made for rejected goods or services. After intimation of the rejection / part rejection by the Buyer/ Consignee, the Seller shall be liable to remove / lift back such rejected Goods within 10 days without any extra charge/cost to the Buyer / Consignee failing which suitable ground rent / warehousing charges would be payable by the Seller to the Buyer /Consignee. If the Seller fails to remove / lift back such rejected Goods within reasonable time period, the Buyer / Consignee shall have the right to dispose off such rejected goods at the risk and cost of the seller.

Payment Authority and Payment Terms:

Payments shall be made to the Seller in the manner below:

i. For Goods: In case of goods, 100% payment will be released within ten (15-20) days of issue of consignee receipt-cum-acceptance certificate) and on-line submission of bills.
ii. For Services: In case of services, 100% payments on the basis of bills will be paid within 10-15 days of issue of consignee receipt- cum-acceptance certificate and on-line submission of bills.

Terms of Delivery:

All the Goods or Services in the Plexus Technology shall be offered on Free Delivery at Site basis partial including of loading/unloading. In respect of items requiring installation, commissioning and other services in the scope of supply, the cost of the same shall also be included in the offer price.

Delivery Period

Seller shall indicate the quantity which can be supplied over the specified time period(s). The Seller would offer these details, which would constitute the part of the awarded Contract(s) in the Plexus Technology and would make a binding Contract between the Seller & the Buyer. Any modification there to shall be mutually agreed and incorporated in the Contract. This Delivery Period/Time shall be deemed to be essence of the Contract and delivery must be completed not later than such date(s).

Extension of Delivery Period and Liquidated Damages:

Buyer may, on the request of the Seller or otherwise, extend the delivery date suitably subject to the following conditions:

i. The original Delivery Period may be re-fixed by the Buyer without any Liquidated damages subject to Force Majeure conditions mentioned below and also on the ground/reasons of delay attributable to the Buyer / Consignee.

ii. For other cases, provided the price trend is not lower, the Delivery Period may be suitably extended for which an amount equal to the Liquidated Damages for the extended period(s) for delay in the supply of the Goods/Services after the expiry of contract delivery period /re-fixed delivery period, shall be recovered from the Seller as mentioned herein after for the extended period. No increase in price on any ground after the original/re-fixed delivery date shall be admissible during such extended period(s). Nevertheless the Buyer shall be entitled to the benefit of any decrease in price on account of reduction in GST taking place during extended delivery period.

iii. Liquidated Damages: If the Seller fails to deliver any or all of the Goods/Services within the original/re-fixed delivery period(s) specified in the contract, the Buyer will be entitled to deduct/recover the Liquidated Damages for the delay, unless covered under Force Majeure conditions aforesaid, @ 0.5% per week or part of the week of delayed period as pre-estimated damages not exceeding 10% of the contract value without any controversy/dispute of any sort whatsoever.

iv. Force Majeure Conditions:
If at any time during the continuance of the Contract, the performance in whole or in part by either party of any obligation under this Contract shall be prevented or delayed by the reasons of any war, hostility, acts of the public enemy, epidemics, civil commotion, sabotage, fires, floods, explosion, quarantine restrictions, strikes, lockouts or act of God provided notice of happening of such event duly evidenced with documents is given by one party to the other within 10 days from the date of occurrence thereof, neither party shall be by reasons of such event, be entitled to terminate the Contract nor shall either party have any claim for damages against the other in respect of such non-performance or the delay in performance, and deliveries under the contract shall be resumed as soon as practicable after such event has come to an end or ceased to exist, and the decision of the Buyer as to whether the deliveries have been so resumed or not, shall be final and conclusive, Provided further that if the performance in whole or part of any obligation under this contract is prevented or delayed by reason of any such event for a period exceeding 10-20 days, either party may at its option terminate the contract provided also that the Buyer shall be at liberty to take over from the Seller at a price to be fixed by Buyer, which shall be final, all unused, undamaged and accepted material, bought out components and Goods in course of manufacture in the possession of the Seller at the time of such termination or such portion thereof as the Buyer may deem fit excepting such materials, bought out components and Goods as the Seller may with the concurrence of the Buyer elect to retain.

Dispute Resolution Between Buyer and Seller:

In the event of any question, dispute or difference arising connection with the Contract, the Parties shall use their respective reasonable endeavor to settle any dispute amicably. If a Dispute is not resolved within 30 days after written notice of any dispute by one Party to the other, the same shall be resolved through the mechanism of a co-ordination committee to be formed by the Buyer and Seller/Service Provider and to be chaired by the Primary User of Buyer Organization/Department along with representatives from Buyer Department and Seller.

18. Limitation of Liability:

Notwithstanding anything contained in this agreement, no party will be liable for any special, incidental or consequential damages arising out of or in connection with this agreement or any breach hereof (including for loss of data or profits, or cost of cover), whether or not such party has been advised of the possibility of such damages, and whether under a theory of contract, tort (including negligence) or otherwise; except for liabilities arising out of any violation, misappropriation or infirm Plexus Technology of a party’s intellectual property rights, or from a breach by either party of its obligation. In no event will either party’s aggregate liability arising out of or in connection with this agreement or any breach hereof (whether under a theory of contract, tort (including negligence), warranty or otherwise) exceed the Contract Price entered into the Contract between Buyer and Seller.

19. Termination for Default:

If the Seller does not perform its obligations within the Delivery Period/Date mentioned in the Contract, the same would constitute the breach of the Contract and the Buyer shall have the right to Cancel or withdraw the Contract for the unsupplied portion after the expiry of the original or re-fixed delivery date or period stipulated in the Contract. Such cancellation of contract on account of non – performance by the Seller would entitle the Buyer to forfeit the performance security besides other actions such as downgrading the Seller’s rating or debarment from the Plexus Technology for specified period as decided by Plexus Technology on merits.

20. Closure of Transaction:
After satisfactory completion of all the obligations under the Contract and release of payments for the goods / services, the transaction shall be treated as closed.

21. Grounds for Administrative Action

(i) Administrative actions may be taken by Plexus Technology against the Buyer or the Seller either suo-moto on the basis of the platform mechanisms identified through analytics or on the basis of a complaint or report made to Plexus Technology by any stake holders or any third party information or upon Court order, inter –alia, for non-adherence to the Plexus Technology Website Policies including Terms and Conditions and the Incident management Policy published on the Plexus Technology Website.

ii. Notwithstanding anything contained in the GTC, Plexus Technology reserves the right to cancel or annul the registration of any Seller or remove any of the Good/Services listed by a Seller on the Plexus Technology Website to comply with any provision of the Applicable Laws and / or Court Orders.

iii. Plexus Technology may take an administrative action in terms of the Plexus Technology Website Policies against a Buyer which may include reporting of any breach or misconduct to the Buyer Primary User and/or to the competent authority and Plexus Technology reserves the right to review the rating of such Buyer, and / or block Buyer’s account for such time as considered appropriate by Plexus Technology.

iv. The Seller and the Buyer understands that the grounds for administrative action as provided under the Contract are only indicative and additional grounds may be provided under the Plexus Technology Website Policies including the Incident Management policy. The Seller / Buyer warrants to abide by all additional grounds as may be specified by Plexus Technology in the Plexus Technology Website Policies from time to time.

V. To take approved User Charges from Buyers and Sellers for the various transactions on the Plexus Technology portal as decided and notified on the Plexus Technology portal.

23. Miscellaneous Provisions

a. Assignment: Users understand and agree that the GTC, STC and ATC provisions, rights and obligations granted by Plexus Technology are non- transferrable or assignable by the User to any third party, without the prior written consent of Plexus Technology. If same is permitted by Plexus Technology, all the conditions, rights and obligations of the GTC or any on–going STC/ATC shall also be binding upon such third party assignee besides the User.

b. Indemnification: The Seller shall at all time indentify Buyer against all suits and claims which may be made in respect of the goods/services for infringement of any right protected by patent, registration of designs or trade mark. Provided always that in the event of any claim and suit in respect of alleged breach of patent, registered designs or trade-mark being made against the Buyer, the Buyer shall notify the Seller/ Service Provider of the same who shall at its own expense either settle any such dispute or conduct and litigation that may arise there from.
Buyers and Sellers agree to indentify, defend and hold harmless Plexus Technology, its officials, Managed Service Provider (herein after individually and collectively referred to as “indemnified parties”) from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with

i. Breach of the contract(s); or

ii. Any claims made by any third party due to, or arising out of, or in connection with, use of the Website; or

iii. Any claim made by any third party regarding content/ information or materials provided by Seller cause any damage to a third party; or arising out of, or in connection with, use of the Website.

iv. Violation of any intellectual property rights or any other rights.

Once Plexus Technology notifies the Buyer/ Seller of such claims, they shall defend and indentify Plexus Technology for the same. Further, in no case they shall compromise or settle any claim or admit any liability on the part of Plexus Technology without the express or prior written consent of Plexus Technology which can be withheld or denied or modified by Plexus Technology in its sole discretion or as per the Applicable Laws.

c. Severability: If due to any change in Applicable laws, certain part of the general terms & conditions or any provisions of the Plexus Technology policies or portions thereof, becomes unenforceable, the remaining provisions shall continue in full force and effect so as to give effect to the intent of the parties.

d. Website Terms and Policies Updation: Buyers and Sellers are advised to check the website terms and conditions as well as policies such as Privacy Policy and the Website Disclaimer at all times, as Plexus Technology may update the Website and such terms from time to time.

e. List of Prohibitive Activities (Suggestive And Non-Exhaustive): LIST OF PROHIBITIVE ACTIVITIES: The following is an indicative list of prohibitive activities which the Buyers and the Sellers registered on Plexus Technology platform shall not perform on the Plexus Technology platform. A breach of any of the prohibited activities shall give the right to Plexus Technology under the Applicable Laws or in terms of these general terms & conditions or the Plexus Technology Website Policies to take administrative action which may include partial or permanent disabling of account on Plexus Technology Website, debarment etc. Additionally, Plexus Technology may remove any non-compliant information and reserves the right to preserve and share with the appropriate authority such information and associated records for investigation purposes. The Buyer and the Seller understand that this list is only indicative and additional activities may be prohibited under the Plexus Technology Website Policies. The Buyers and the Sellers shall undertake to provide their full support that may be required by Plexus Technology for removal and disabling of the non compliant information. The prohibited activities include:

(i) Indulging in cyber crime or other criminal activities which can become a threat to Plexus Technology.

(ii) Advertising, exhibiting, representing, publishing, pronouncing, listing, delivering, offering to sell or selling any kind of Goods/Services which can cause any kind of infringement or disparagement of intellectual property rights.

(iii) Selling refurbished, counterfeit and/or fake Goods / Services under a brand or misusing others brand name.

(iv) Offering to sell or selling above the MRP any Goods or misrepresenting the MRP.

(v) Delivering some other Goods or Services instead of the Goods or Services Contracted for or delivering empty parcels or used Goods in breach of the terms of the Contract.

(vi) Offering to sell or selling freebies which are ‘Not for sale’ Goods.

(vii) Listing of the Goods on Plexus Technology Website without authorization to sell Goods manufactured by the OEM in open market or without proper authorisation, if any required, for providing the Service.

(viii) Listing of the Goods or Services is done on Plexus Technology Website without guarantee/warranty or without a genuine guarantee/warranty.

(ix) Listing of the Goods or Services in irrelevant or inappropriate categories or with vague or conflicting specifications or description (including descriptive or pictorial description).

(x) The Buyer /Seller registering on Plexus Technology and/or offering or buying the Goods and/or Services and/or participating in e-bidding/reverse auction on Plexus Technology, without the requisite authorization to enter into contract on behalf of the concerned legal entity. Failing which such individual(s) shall be individually liable for its actions and also for any liability arising out of such actions.

(xi) If any Seller has been debarred from Plexus Technology then such Seller or their authorized sellers shall also not be permitted to register and offer/sell their products on Plexus Technology and / or participate in Bids / RA on Plexus Technology.

(xii) Using Plexus Technology prices for making procurement outside Plexus Technology Portal.

(xiii) Splitting of demands by creating multiple Bids/RAs of same goods / services or making repeated procurements of same goods/services through Direct Purchase / L-1 buying as per rule 149(i) and 9(ii) of GFR- 2017.

(xiv) Uploading goods / services containing information that —

(a) belongs to another person and to which the user does not have any right to;

(b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

(d) infringes any patent, trademark, copyright or other proprietary rights;

(e) violates any law for the time being in force;

(f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

(g) impersonate another person.

(h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

(xv) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

(xvi) Achieving or trying to achieve illegal access to features on Plexus Technology Website not specifically authorised or exceeding the scope of authorized access to or other features of the Plexus Technology Website;

(xvii) Obstructing or causing Plexus Technology to lose (in whole or in part) the services provided by any internet service provider (“ISPs”) or carrying out any cyber security incident;

(xviii) Sending unsolicited emails, bulk messaging, auto messaging, junk email, spam and like.

Incident management Policy on Plexus Technology: Plexus Technology is a trust based system and self- declaration is the key, along with a strong automated process to penalize any deviant behavior on part of Sellers / Buyers. For this purpose, deviations from the terms and conditions of procurement on Plexus Technology, including general terms and conditions, special and additional terms and conditions and any other relevant Government rules and guidelines, are termed as “deviation”. A deviation can occur while listing the products on Plexus Technology, at pre-contract stage, during bidding or at post contract stage on Plexus Technology. The mechanism for reporting and initiating action on such deviation has been detailed in the Incident management Policy available on Plexus Technology portal under Resources. All stake holders of Plexus Technology shall be bound by the actions as detailed in the Incident management Policy.

All administrative actions under this Incident management Policy, taken by Plexus Technology against any of the stakeholders shall not cause any limitation on the legal and/or contractual remedies including any financial recoveries, available to Buyers/Sellers under the Terms and Conditions of contract and/or Plexus Technology policies. In case the Buyer / Seller choose to pursue any of these remedies, Plexus Technology shall not be made party to such proceedings / remedial actions taken by Buyer/Seller under the contractual provisions.

Terms of Delivery:

Delivery Period

Extension of Delivery Period and Liquidated Damages:

Buyer may, on the request of the Seller or otherwise, extend the delivery date suitably subject to the following conditions:

iii. Liquidated Damages: If the Seller fails to deliver any or all of the Goods/Services within the original/re-fixed delivery period(s) specified in the contract, the Buyer will be entitled to deduct/recover the Liquidated Damages for the delay, unless covered under Force Majeure conditions aforesaid, @ 0.5% per week or part of the week of delayed period as pre-estimated damages not exceeding 10% of the contract value without any controversy/dispute of any sort whatsoever.

iv. Force Majeure Conditions :
If at any time during the continuance of the Contract, the performance in whole or in part by either party of any obligation under this Contract shall be prevented or delayed by the reasons of any war, hostility, acts of the public enemy, epidemics, civil commotion, sabotage, fires, floods, explosion, quarantine restrictions, strikes, lockouts or act of God provided notice of happening of such event duly evidenced with documents is given by one party to the other within 10 days from the date of occurrence thereof, neither party shall be by reasons of such event, be entitled to terminate the Contract nor shall either party have any claim for damages against the other in respect of such non-performance or the delay in performance, and deliveries under the contract shall be resumed as soon as practicable after such event has come to an end or ceased to exist, and the decision of the Buyer as to whether the deliveries have been so resumed or not, shall be final and conclusive, Provided further that if the performance in whole or part of any obligation under this contract is prevented or delayed by reason of any such event for a period exceeding 10-20 days, either party may at its option terminate the contract provided also that the Buyer shall be at liberty to take over from the Seller at a price to be fixed by Buyer, which shall be final, all unused, undamaged and accepted material, bought out components and Goods in course of manufacture in the possession of the Seller at the time of such termination or such portion thereof as the Buyer may deem fit excepting such materials, bought out components and Goods as the Seller may with the concurrence of the Buyer elect to retain.

Dispute Resolution Between Buyer and Seller:

Limitation of Liability: