Terms & Conditions

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1. Business-use platform

1.1 B2B purpose

The Portal is intended primarily for wholesale and business-to-business transactions.

By using the Portal, you confirm that:

• you are acting for a business or commercial purpose;
• Products are being purchased for resale, distribution, installation, trade or another business use;
• you are legally competent to enter into a contract; and
• you are at least eighteen years old.

1.2 Mandatory statutory rights

Nothing in these Terms excludes or limits any right or liability that cannot lawfully be excluded or limited.

Where a transaction qualifies for protection under mandatory law despite the Portal’s B2B purpose, the applicable mandatory rights will continue to apply.

1.3 No automatic distributorship

Registration, account approval, ordering history or access to customer-specific prices does not automatically grant:

• distributorship;
• dealership;
• territorial exclusivity;
• protected territory;
• sole-selling rights;
• franchise rights;
• agency status;
• minimum supply entitlement; or
• authority to represent or bind us.

Any appointment, territory, primary distributorship or exclusivity arrangement must be contained in a separate written document expressly approved by us.

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2. Account application and approval

2.1 Registration information

You may be required to provide:

• business name;
• proprietor, partner, director or company details;
• contact-person details;
• mobile and WhatsApp number;
• email address;
• billing and delivery addresses;
• GSTIN;
• GST registration certificate;
• business category;
• authorised-user details; and
• other reasonably required verification information.

2.2 Accuracy

You must ensure that all information submitted is:

• accurate;
• complete;
• current;
• not misleading; and
• lawfully provided.

You must promptly update any change to:

• business constitution;
• GST registration;
• billing address;
• delivery address;
• contact person;
• authorised users;
• mobile number;
• bank information; or
• other material account details.

2.3 Approval discretion

Submitting an account application does not guarantee approval.

We may reasonably:

• verify the information provided;
• request additional information;
• contact the business or authorised representative;
• approve the account subject to conditions;
• assign a customer category;
• limit available features;
• reject an application; or
• suspend approval while verification remains incomplete.

2.4 PAN information

We do not ordinarily require a separate PAN document unless it is reasonably required for tax, accounting, verification or legal compliance.

PAN-related information may nevertheless appear in GST or other statutory business records.

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3. Authorised Users

3.1 Authority

The Business Customer is responsible for ensuring that each Authorised User:

• is genuinely authorised;
• uses the account only for business purposes;
• has appropriate authority to submit Orders;
• follows these Terms; and
• does not disclose access credentials or OTPs.

3.2 Binding actions

An Order, instruction, acknowledgement or approval made through an Authorised User’s account will be treated as an action of the Business Customer unless:

• you notified us of unauthorised use before the action occurred; or
• the unauthorised activity resulted from a failure in our systems attributable to us.

3.3 Removal of access

You must promptly remove or request removal of access where an Authorised User:

• leaves your organisation;
• changes role;
• is no longer permitted to order;
• loses a registered device; or
• is suspected of unauthorised activity.

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4. Account security

You must:

• keep passwords, OTPs and devices secure;
• not share OTPs or authentication information;
• use only your authorised account;
• notify us promptly of suspected unauthorised access;
• maintain control over registered mobile numbers and email accounts; and
• log out of shared devices.

We may require:

• OTP verification;
• device verification;
• password reset;
• re-authentication;
• business verification; or
• stronger authentication for sensitive actions.

We are not responsible for loss caused by your voluntary disclosure of an OTP, password or account access, except to the extent that the loss was materially caused by our failure to apply reasonable security safeguards.

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5. Product information

5.1 Product listings

We aim to provide accurate information concerning:

• Product name;
• SKU;
• category;
• model;
• module size;
• colour;
• pack quantity;
• electrical rating;
• technical characteristics; and
• availability.

5.2 Images and colours

Product images are intended to assist identification.

Actual appearance may vary slightly because of:

• screen settings;
• lighting;
• photography;
• material batches;
• manufacturing tolerances; or
• minor design improvements.

A variation that materially changes the approved Product specification will not be treated as a minor visual variation.

5.3 Specifications

Applicable ratings, installation requirements and safety information appearing on the Product, packaging or authorised technical literature must be followed.

Where a Portal description conflicts with a mandatory safety marking or specification on the Product, contact us before installation or resale.

5.4 Availability

Displaying a Product on the Portal does not guarantee that it is:

• in stock;
• available in the requested quantity;
• available in the selected colour;
• immediately dispatchable; or
• available at a previously displayed price.

Availability is confirmed during Order review.

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6. Prices and taxes

6.1 Customer-specific prices

The Portal may display prices based on:

• customer category;
• Product category;
• quantity;
• pack size;
• distributor status;
• payment terms;
• active schemes;
• negotiated commercial terms; or
• other approved pricing factors.

Customer-specific prices and schemes are commercially confidential.

6.2 GST

Unless expressly stated otherwise, displayed B2B prices are exclusive of applicable GST.

GST will be charged according to:

• Product classification;
• place of supply;
• delivery location;
• applicable tax rate; and
• law in force on the relevant date.

6.3 Additional charges

The Order may separately identify:

• freight;
• special packing;
• insurance;
• handling;
• private marka costs;
• customisation costs;
• payment-processing charges;
• statutory levies; or
• another agreed charge.

No undisclosed arbitrary charge will be added after Order approval.

6.4 Estimated values

A cart value or preliminary Order estimate is not necessarily the final Invoice value.

The final value may change because of:

• stock confirmation;
• applicable scheme conditions;
• quantity changes;
• approved substitutions;
• GST;
• freight;
• special packing;
• customisation; or
• agreed payment terms.

Any material change will be communicated before final approval or dispatch.

6.5 Pricing errors

Where an obvious pricing, tax, calculation or data-entry error is identified before Order acceptance, we may:

• correct the error;
• provide a revised Order summary; or
• reject the Order.

Where an error is identified after acceptance, we will not unilaterally increase the accepted price. We may request your agreement to a correction or cancel the affected item in accordance with the applicable cancellation provisions and policies.

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7. Order submission

7.1 Order as purchase request

Submitting an Order constitutes your request to purchase the selected Products.

It does not by itself mean that we have accepted the Order.

7.2 Review

We may review:

• Product availability;
• requested quantity;
• packing requirements;
• pricing;
• customer status;
• outstanding payments;
• Order Confirmation Amount;
• payment terms;
• delivery details;
• commercial eligibility;
• special instructions; and
• compliance concerns.

7.3 Order approval

An Order becomes an Approved Order only when we expressly confirm acceptance through:

• the Portal;
• WhatsApp;
• email;
• an authorised written message; or
• another approved channel.

An automated acknowledgement that an Order was received is not necessarily approval.

7.4 Revised Order

Where we propose a material change to:

• Product;
• quantity;
• price;
• colour;
• packing;
• delivery schedule;
• payment terms; or
• another important condition,

the revised Order will require your acceptance before it becomes binding.

7.5 Refusal

We may reasonably decline an Order because of:

• lack of stock;
• Product discontinuation;
• payment default;
• incomplete verification;
• commercial-risk concerns;
• suspected fraud;
• pricing error;
• legal or regulatory restriction;
• delivery limitations;
• minimum Order requirements;
• previous misuse; or
• another legitimate business reason.

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8. Approved Order and document precedence

For a particular transaction, the following order of precedence applies:

1. A specific written commercial agreement signed or expressly approved by both parties;
2. The final Approved Order and Invoice for Product, quantity, price, tax and payment details;
3. The Warranty, Returns & Refund Policy for warranty, returns and refund matters;
4. The Privacy Policy for personal-data processing;
5. The Terms of Service for technical use of the Portal;
6. These Terms & Conditions for general ordering and sale matters.

A handwritten or verbal alteration is not binding unless confirmed by an authorised representative of Marine Switchgear Private Limited.

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9. Order Confirmation Amount

9.1 Requirement

We may require an Order Confirmation Amount before:

• reviewing a new customer’s Order;
• reserving stock;
• beginning packing;
• beginning customisation;
• processing private marka instructions; or
• confirming an Approved Order.

The amount will be displayed or communicated before payment.

9.2 Adjustment against Order value

Unless expressly disclosed otherwise, the Order Confirmation Amount will be adjusted against the final amount payable for the Approved Order.

9.3 Cancellation treatment

The treatment of an Order Confirmation Amount following cancellation will be governed by:

• the stage at which cancellation occurs;
• work already completed;
• stock reserved;
• customisation undertaken;
• costs reasonably incurred;
• the Approved Order; and
• the separate Warranty, Returns & Refund Policy where applicable.

9.4 No automatic forfeiture

The Order Confirmation Amount will not be automatically forfeited merely because an Order is cancelled.

Any deduction must relate to a disclosed charge or a reasonable and documented cost connected with the cancellation.

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10. Order changes and cancellation

10.1 Before approval

You may request amendment or cancellation before Order approval through the Portal or by contacting us.

10.2 After approval

An Approved Order cannot be amended or cancelled without our written agreement.

We may accept or reject a requested change depending on:

• production status;
• packing status;
• stock reservation;
• Product customisation;
• private marka work;
• Invoice generation;
• dispatch status; and
• costs already incurred.

10.3 Revised price or timeline

An accepted amendment may result in:

• repricing;
• revised GST;
• revised freight;
• additional packing charges;
• a revised dispatch date; or
• a fresh payment requirement.

10.4 After dispatch

An Order cannot ordinarily be cancelled after dispatch.

Any claim concerning Products after dispatch will be governed by the separate Warranty, Returns & Refund Policy.

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11. Minimum quantities and packing

We may apply:

• minimum Order values;
• minimum Product quantities;
• carton multiples;
• standard box quantities;
• minimum custom-colour quantities;
• private marka minimums; or
• other packing requirements.

The applicable requirement will be displayed or communicated before approval.

Minor quantity adjustments may be proposed where Products are packed in fixed box or carton quantities. A material quantity change requires your approval.

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12. Schemes, discounts and promotional offers

12.1 Eligibility

A scheme or discount may depend on:

• Order value;
• carton quantity;
• Product category;
• customer eligibility;
• payment terms;
• advance payment;
• promotional period;
• sales target;
• repeat Order;
• Product launch;
• available stock; or
• another stated condition.

12.2 Combination of offers

Offers cannot be combined unless expressly permitted.

12.3 Recalculation

Where an Order is amended, partially cancelled or otherwise becomes ineligible, the related discount or scheme may be recalculated.

This may affect:

• Product price;
• free quantity;
• scheme entitlement; or
• account balance.

12.4 Errors and misuse

We may withdraw a scheme or reject a benefit where there is:

• a clear publication error;
• duplicate use;
• account manipulation;
• fraudulent ordering;
• artificial splitting of Orders;
• misuse of customer-specific terms; or
• failure to satisfy the stated conditions.

A benefit already validly applied to an Approved Order will not be withdrawn merely because a general promotion subsequently ends.

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13. Payment methods

Payments may be accepted through:

• bank transfer;
• UPI;
• payment gateway;
• cheque, where approved;
• Customer Credit Balance;
• another method expressly approved by us.

Payment is treated as received only after the amount is successfully credited and available to us.

You should not make payment:

• to an unauthorised person;
• into an unverified personal account;
• through an unapproved link; or
• against instructions not confirmed through an authorised company channel.

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14. Payment stages

Depending on the customer and Order, we may require:

• full advance payment;
• partial advance payment;
• payment before packing;
• payment before dispatch;
• payment against Invoice;
• payment within an expressly approved period after Invoice or delivery; or
• another transaction-specific arrangement.

The payment stage applicable to the Order will be communicated through the Portal, Invoice, Approved Order or authorised written communication.

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15. Deferred-payment arrangements

15.1 No permanent entitlement

Where we permit payment after Invoice, dispatch or delivery, that permission:

• is transaction-specific;
• does not create a permanent credit facility;
• does not require us to extend the same terms for future Orders; and
• may be revised, reduced, suspended or withdrawn based on payment conduct and commercial risk.

15.2 Due date

You must pay the full amount by the due date stated in the Invoice, Approved Order, account statement or written payment terms.

15.3 Overdue amounts

Where an amount becomes overdue, we may:

• suspend Order approval;
• hold packing or dispatch;
• reduce or withdraw deferred-payment terms;
• request immediate payment;
• suspend the account; or
• begin lawful recovery proceedings.

15.4 Collection costs and interest

Interest, late-payment charges or reasonable recovery costs will apply only where:

• stated in the Approved Order, Invoice or separate written agreement; and
• permitted under applicable law.

15.5 Disputed Invoice

A genuine Invoice dispute must be raised promptly with:

• the Invoice number;
• disputed amount;
• reason;
• supporting records; and
• the undisputed amount, which remains payable.

Raising an unsupported dispute does not automatically suspend the payment obligation.

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16. Order and dispatch holds

We may place an Order, dispatch or account on hold where:

• payment is incomplete;
• an earlier Invoice is overdue;
• GST or account information is inaccurate;
• verification is incomplete;
• a security concern exists;
• the Order requires clarification;
• a legal restriction applies;
• the account has been misused; or
• there is a material commercial risk.

We will ordinarily communicate the principal reason for a hold unless disclosure would compromise security, fraud prevention or a legal investigation.

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17. Invoices and GST information

17.1 Invoice details

You are responsible for providing accurate:

• legal business name;
• GSTIN;
• billing address;
• delivery address;
• place-of-supply details; and
• other tax information.

17.2 Corrections

Requests for Invoice correction must be submitted promptly.

A correction can be made only:

• where legally permitted;
• within applicable time limits; and
• upon provision of correct supporting information.

17.3 Input Tax Credit

You are responsible for:

• confirming eligibility for Input Tax Credit;
• correctly reporting purchases;
• reconciling Invoice information;
• making adjustments required under applicable law; and
• complying with GST requirements applicable to your business.

We do not guarantee that Input Tax Credit will be available where the issue results from:

• inaccurate information provided by you;
• your non-compliance;
• delayed reporting by you; or
• a legal restriction outside our reasonable control.

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18. Private marka and customisation

18.1 Customer instructions

Where we accept a request for:

• private marka;
• customer branding;
• special packaging;
• custom colour;
• custom printing;
• special labelling; or
• another customer-specific modification,

you must provide complete and accurate instructions.

18.2 Approval

We may require written approval of:

• artwork;
• spelling;
• colour;
• dimensions;
• layout;
• label information;
• quantities;
• charges; and
• production timeline.

Production may begin after approval.

18.3 Customer responsibility

You confirm that you have the right to use every:

• trade mark;
• logo;
• brand name;
• image;
• design;
• artwork;
• text; and
• instruction

provided for private marka or customisation.

18.4 Refusal

We may refuse content that:

• infringes another person’s rights;
• is unlawful;
• is misleading;
• falsely represents Product certification;
• creates a safety concern;
• conflicts with mandatory labelling; or
• could expose us to legal or reputational risk.

18.5 Cancellation restrictions

Customised and private-marka Products cannot ordinarily be cancelled after production begins.

Any exception concerning a defective, incorrectly manufactured or incorrectly dispatched Product is governed by the separate Warranty, Returns & Refund Policy.

18.6 Minor production variation

Reasonable manufacturing variation in colour, printing placement or finish will not constitute non-conformity unless it materially differs from the approved sample or specification.

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19. Dispatch estimates

A dispatch or delivery date is an estimate unless expressly agreed as a guaranteed deadline in writing.

The estimate may be affected by:

• stock availability;
• manufacturing;
• packing;
• private marka work;
• payment confirmation;
• transporter availability;
• public holidays;
• regulatory requirements;
• force majeure; or
• circumstances outside our reasonable control.

We will make reasonable efforts to communicate a material delay.

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20. Partial dispatch

We may propose partial dispatch where:

• only part of the Order is ready;
• some Products are temporarily unavailable;
• the Order is large;
• a customer requests urgent partial supply; or
• separate consignments are operationally reasonable.

A partial dispatch that creates material additional freight or materially changes the Order requires your approval.

Each partial dispatch may have a separate:

• Invoice;
• e-way bill;
• delivery document;
• payment requirement; and
• dispatch record.

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21. Delivery details

You must provide:

• complete delivery address;
• contact person;
• working mobile number;
• access instructions;
• transporter preference, where applicable;
• unloading restrictions; and
• any legally required delivery details.

You are responsible for additional costs caused by:

• incorrect delivery information;
• refusal of a valid delivery;
• unavailable receiving personnel;
• repeated delivery attempts;
• unauthorised route changes; or
• failure to arrange unloading where required.

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22. Transport arrangements and risk

22.1 Company delivery

Where we expressly agree to deliver Products using our own delivery arrangement to the stated destination, risk ordinarily passes upon delivery or attempted delivery in accordance with the Approved Order.

22.2 Customer-selected transporter

Where you select, nominate or directly engage the transporter, risk ordinarily passes when the correctly packed consignment is handed over to that transporter.

22.3 Transporter booked on customer instructions

Where we book a transporter at your request, for your convenience or on freight-to-pay terms, the Approved Order may provide that risk passes upon handover to the transporter.

We remain responsible for:

• reasonable packing;
• correct quantity handed over;
• correct dispatch documentation; and
• reasonable care in following the agreed transport instructions.

22.4 Different agreed point

A different point of risk transfer stated in the Approved Order or separate written agreement will prevail.

22.5 Title

Unless expressly agreed otherwise, legal title to Products remains with us until the full amount due for those Products has been received.

Risk may pass before title.

You must not create an adverse charge or security interest over unpaid Products where title remains with us.

22.6 Transit insurance

Responsibility for transit insurance will depend on the Approved Order.

Where insurance is not included, you may request insurance before dispatch, subject to availability and payment of the applicable cost.

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23. Delivery documents and proof

Delivery or handover may be evidenced by:

• signed delivery receipt;
• transporter receipt;
• lorry receipt;
• goods receipt;
• e-way bill record;
• delivery OTP;
• electronic acknowledgement;
• proof-of-delivery photograph;
• Portal status; or
• another reliable dispatch or delivery record.

Specific reporting periods and procedures for delivery discrepancies are governed by the Warranty, Returns & Refund Policy.

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24. Product safety and installation

Electrical Products must be:

• installed by a suitably qualified person;
• used only within declared ratings;
• connected using appropriate wiring and protection;
• inspected before use;
• kept away from unsuitable environmental conditions; and
• discontinued immediately if abnormal heat, smell, sound, sparking or damage is observed.

You must communicate relevant:

• Product ratings;
• safety instructions;
• warnings; and
• recall notices

to retailers, installers and onward customers where appropriate.

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25. Product recall and safety action

Where we issue a recall or safety notice, you must:

• stop selling the affected stock;
• quarantine the Products;
• preserve relevant records;
• identify available onward sales where reasonably possible;
• notify onward customers where directed;
• cooperate with collection or corrective action; and
• follow disposal or safety instructions.

Failure to follow a communicated recall or safety instruction may result in account suspension and may make you responsible for avoidable loss caused by continued sale or use after notice.

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26. Permitted use

You may use the Portal only for:

• managing your business account;
• browsing Products;
• placing and tracking Orders;
• reviewing commercial information made available to you;
• making payments;
• submitting support requests; and
• communicating with us for legitimate business purposes.

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27. Prohibited conduct

You must not:

• use another business’s account without authority;
• submit false information;
• impersonate another person or business;
• manipulate prices, schemes or account eligibility;
• interfere with the Portal;
• introduce malware or harmful code;
• scrape or automatically extract Portal data without permission;
• reverse engineer the Portal except where legally permitted;
• bypass security or access controls;
• use the Portal for fraud or unlawful activity;
• create artificial or duplicate Orders to misuse schemes;
• copy or disclose confidential customer-specific prices;
• upload infringing or unlawful content;
• falsely represent yourself as our agent;
• alter Product labels or certification marks unlawfully;
• sell counterfeit Products as ours; or
• misuse our trade marks or Product images.

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28. Customer content

28.1 Content submitted

You may submit:

• Order remarks;
• voice notes;
• photographs;
• documents;
• artwork;
• private marka instructions;
• support messages; and
• other business information.

28.2 Permission to process

You grant us limited permission to use, reproduce, store and share that content only as reasonably necessary to:

• process Orders;
• manufacture or customise Products;
• provide support;
• maintain records;
• prevent fraud;
• comply with law; and
• operate the Portal.

28.3 Responsibility

You confirm that:

• the content is accurate where accuracy is relevant;
• you are authorised to provide it;
• it does not unlawfully infringe another person’s rights; and
• it does not contain unnecessary third-party personal data.

28.4 Feedback

Where you voluntarily provide a feature suggestion or general feedback, we may use it to improve the Portal without payment, provided we do not publicly identify you without permission.

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29. Electronic communications

You agree that we may provide transactional communications through:

• the Portal;
• WhatsApp;
• SMS;
• email;
• telephone;
• push notification; or
• another registered channel.

Transactional communications may include:

• OTPs;
• Order acknowledgements;
• approvals;
• amendments;
• payment reminders;
• Invoice notifications;
• dispatch alerts;
• support responses;
• safety notices; and
• account-security messages.

Marketing communications are governed by your marketing preferences and the Privacy Policy.

Electronic records and acceptance will be treated as valid to the fullest extent permitted under applicable law.

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30. Privacy

Our collection and use of personal data are governed by the Privacy Policy.

The Privacy Policy explains:

• information collected;
• purposes of processing;
• service providers;
• retention;
• security;
• cookies and identifiers;
• marketing preferences;
• user rights; and
• grievance handling.

Closing an account does not require us to erase records that must be retained for:

• GST;
• taxation;
• accounting;
• audit;
• payment recovery;
• fraud prevention;
• legal claims; or
• another lawful purpose.

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31. Intellectual property

The Portal, including its:

• software;
• layout;
• database;
• text;
• photographs;
• Product illustrations;
• graphics;
• icons;
• logos;
• trade marks;
• catalogues; and
• content

is owned by or licensed to us.

The names and marks 3-GEE, Computer, Wolvo and related logos and Product branding may not be used except:

• for genuine resale of authorised Products;
• according to authorised brand guidelines; or
• with our prior written permission.

No ownership right is transferred through account registration or Product purchase.

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32. Customer-specific commercial information

The following may be commercially confidential:

• customer-specific prices;
• schemes;
• discounts;
• payment terms;
• distributor status;
• territory discussions;
• sales targets;
• stock-clearance offers;
• private marka arrangements; and
• negotiated commercial terms.

You must not disclose such information to another customer, competitor or unauthorised person except:

• to your professional adviser under confidentiality;
• where required by law; or
• with our permission.

This clause does not prevent disclosure of information that is already lawfully public or independently obtained without a confidentiality obligation.

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33. Portal availability

We aim to keep the Portal operational but do not guarantee uninterrupted availability.

Access may be affected by:

• maintenance;
• updates;
• server failure;
• internet failure;
• payment-gateway failure;
• communication-provider outage;
• cybersecurity events;
• device incompatibility;
• force majeure; or
• another technical issue.

Where the Portal is unavailable, we may accept an Order through another authorised channel.

We are not responsible for a missed Order or delay caused solely by a temporary outage where no Approved Order was formed.

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34. Third-party services

The Portal may use or connect to:

• payment gateways;
• banks;
• WhatsApp;
• SMS providers;
• email providers;
• cloud platforms;
• analytics services;
• transporters; and
• app stores.

These providers may operate under their own terms and privacy practices.

We are responsible for selecting and using service providers with reasonable care but are not responsible for an independent third party’s acts beyond our legal responsibility or reasonable control.

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35. Account suspension

We may suspend or restrict an account where:

• information is false or outdated;
• verification is incomplete;
• payment is overdue;
• an account is compromised;
• suspicious activity is detected;
• these Terms are breached;
• the Portal is misused;
• there is a legal or regulatory concern;
• a safety notice is ignored; or
• continued access creates material risk.

Where reasonably possible, we will provide notice and an opportunity to remedy the issue.

Immediate suspension may occur where necessary for:

• security;
• fraud prevention;
• legal compliance;
• Product safety; or
• prevention of material loss.

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36. Account closure

You may request account closure after:

• pending Orders are completed or cancelled;
• outstanding amounts are paid;
• unresolved account issues are addressed; and
• legally required records are preserved.

We may close an account following:

• material breach;
• repeated non-payment;
• fraud;
• persistent misuse;
• prolonged inactivity;
• business closure;
• legal restriction; or
• termination of the commercial relationship.

Account closure does not affect:

• amounts already due;
• Approved Orders already formed;
• confidentiality;
• intellectual-property rights;
• indemnities;
• liability provisions;
• dispute rights; or
• legally required record retention.

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37. Limitation of liability

37.1 Direct contractual liability

Subject to Clause 37.4, our aggregate contractual liability relating to an Order will ordinarily not exceed the amount paid for the specific Products or services directly giving rise to the claim.

37.2 Indirect loss

Subject to Clause 37.4, we are not liable for indirect, incidental, special or consequential loss, including:

• anticipated profit;
• resale margin;
• business opportunity;
• goodwill;
• downtime;
• business interruption; or
• indirect loss of customers.

37.3 Portal-related loss

Subject to Clause 37.4, we are not responsible for loss arising solely from:

• your device failure;
• incorrect information supplied by you;
• unauthorised account use caused by your disclosure;
• third-party network failure;
• use of an unsupported device;
• failure to follow safety instructions; or
• reliance on an Order that was never approved.

37.4 Non-excludable liability

Nothing in these Terms excludes or limits liability for:

• fraud;
• wilful misconduct;
• death or personal injury where liability cannot lawfully be excluded;
• applicable statutory product liability;
• a mandatory Product recall;
• failure to provide a legally required safety warning; or
• another liability that cannot legally be excluded or limited.

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38. Indemnity

To the extent permitted by law, you will compensate us for a direct third-party claim, loss, penalty or reasonable expense arising from:

• unauthorised use of your account attributable to you;
• false or fraudulent information submitted by you;
• unlawful private marka content supplied by you;
• infringement caused by your logo, artwork or instructions;
• unauthorised alteration or relabelling of Products;
• false representation of our certification or commercial terms;
• sale of counterfeit or substituted goods as our Products;
• continued sale after a recall notice; or
• your material breach of these Terms.

This indemnity does not apply to the extent that the claim was caused by our own breach, negligence, defective Product or unlawful conduct.

We will provide reasonable notice of a covered third-party claim and allow reasonable participation in its defence.

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39. Force majeure

Neither party will be liable for delay or failure caused by an event beyond its reasonable control, including:

• natural disaster;
• flood;
• fire;
• epidemic;
• war;
• civil disturbance;
• government restriction;
• legal prohibition;
• transport disruption;
• industry-wide strike;
• major power failure;
• raw-material shortage;
• supply-chain interruption;
• cyberattack not caused by failure to apply reasonable safeguards; or
• failure of essential public infrastructure.

The affected party must make reasonable efforts to:

• reduce the impact;
• resume performance;
• communicate a material delay; and
• perform unaffected obligations.

Force majeure does not excuse a payment obligation that became due before the event.

Where performance becomes impracticable for an extended period, either party may request cancellation of the unfulfilled portion in accordance with the applicable Order and separate policies.

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40. Notices

Notices may be provided through:

• the Portal;
• registered email;
• registered WhatsApp number;
• registered mobile number;
• courier;
• post; or
• another authorised written channel.

You are responsible for keeping contact information current.

A notice sent to the latest registered contact details will be treated as valid unless we had prior notice that the details were no longer controlled by you.

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41. Changes to these Terms

We may revise these Terms to reflect:

• Portal changes;
• Product or ordering changes;
• commercial processes;
• security requirements;
• legal or regulatory changes; or
• changes to related policies.

The revised version will display its version number and effective date.

A material change may be communicated through the Portal, WhatsApp or email before it takes effect where reasonably practicable.

The version in force when an Order is approved will ordinarily govern that Order.

A later change will not retrospectively reduce an expressly granted right, except where a change is required by law or for immediate safety protection.

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42. Assignment

You may not transfer:

• your Portal account;
• an Approved Order;
• deferred-payment terms; or
• rights under these Terms

to another person without our written approval.

We may assign or transfer our rights and obligations as part of:

• a merger;
• restructuring;
• transfer of business;
• financing;
• sale of assets; or
• lawful corporate reorganisation,

provided that your existing contractual rights are not materially reduced without legal basis.

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43. No agency or partnership

Nothing in these Terms creates:

• a partnership;
• joint venture;
• employment relationship;
• fiduciary relationship;
• agency; or
• authority for you to bind us.

You purchase and resell Products as an independent business unless a separate written agreement expressly states otherwise.

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44. Entire agreement

These Terms, together with the applicable:

• Approved Order;
• Invoice;
• Terms of Service;
• Privacy Policy;
• Warranty, Returns & Refund Policy;
• written commercial agreement; and
• expressly incorporated policy

form the agreement relating to the relevant transaction.

A previous discussion, estimate or representation not included or confirmed in the applicable documents will not override the final written agreement.

This clause does not exclude liability for fraud or fraudulent misrepresentation.

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45. Waiver

A delay or failure to enforce a provision does not waive the right to enforce it later.

A waiver is valid only where expressly confirmed in writing by an authorised representative.

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46. Severability

If a provision is found invalid or unenforceable, the remaining provisions will continue to apply.

The invalid provision will be modified only to the minimum extent necessary to make it lawful and enforceable while preserving its intended commercial effect.

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47. Governing law and jurisdiction

These Terms are governed by the laws of India.

The parties should first attempt to resolve a dispute through good-faith discussion and the grievance process.

Subject to a mandatory right to approach another competent forum, disputes will be subject to the jurisdiction of the competent courts and tribunals at Delhi.

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48. Grievance and contact information

For an Order, account, payment, delivery or Portal grievance:

We aim to:

• acknowledge a general grievance within forty-eight hours; and
• provide a resolution or reasoned update within fifteen Working Days.

Privacy-related requests and grievances will be processed according to the Privacy Policy.

Warranty, return and refund grievances will be processed according to the Warranty, Returns & Refund Policy.

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49. Language

These Terms are issued in English.

A Hindi or other translation may be provided for convenience or accessibility.

Where legally permissible and an inconsistency exists, the English version will prevail.