Customer Terms and Conditions

By proceeding with "CONTINUE" at the login/sign up page of Retailio and/or by clicking on the link sent to your registered mobile number via an SMS and/or by placing a purchase order on the Supplier, you unconditionally agree to the terms of this Customer Terms and Conditions ("T&C"). If an individual is accepting this T&C on behalf of a company or other legal entity or its affiliates, such individual represents that they have the authority to bind such company or such other legal entity or its affiliates to these terms and conditions, in which case the term "Customer/You/Your" shall refer to such entity and its affiliates or other legal entity. In these T&Cs, the reference of Customer can be used for distributors/ retailers/ wholesalers/ third parties having valid licenses under applicable laws to procure/ purchase products from the Supplier (as defined below) pursuant to these T&Cs.

It is understood and agreed by the Parties that they have the right to enter into the present T&C.

This is an electronic record in terms of Information Technology Act, 2000 and rules thereunder, as applicable and the amended provisions pertaining to electronic records in various statutes, as amended from time to time by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 that requires publishing of the rules and regulations, privacy policy and terms for access or usage as per law.

This T&C constitutes a binding and an enforceable contract between API Holdings Limited and/or any of its subsidiaries (which will be engaging in the process of sale), (hereinafter referred to as "Supplier/we/us") and the Customer.

Supplier and the Customer may hereinafter be individually referred to as "Party" and collectively as the "Parties", as the context may require.

The Customer and Supplier shall mutually agree to the following terms and conditions:

1. Customers shall at all times, while procuring products from the Supplier have all valid and subsisting licenses for the purchase and further sale of products. The details of such products requirement will be captured in the purchase order raised by the Customer. ("herein after to be referred to as Products").

2. Payment and Commercial Terms -

   • The credit period shall be in accordance with the credit terms finalized between Parties in the forms signed and finalized between both the Parties. This may not be applicable in the event the Parties have agreed to a pre-payment model. In absence of any forms or credit terms being signed or mutually agreed between the Parties, it is agreed that payment shall be due on delivery of the Products.

   • If payment is not received within the specified timeframe, the Supplier will be well within their rights to suspend all on going orders and refuse acceptance of any fresh purchase order until the outstanding balance is settled.

   • Payment for the Products dispatched must be made either by bank transfer, COD (cash on delivery) or post-dated cheques, RIO-credit or any other payment mode as mutually agreed. It is the responsibility of the Customer to provide the Supplier with the proof of payment. Additionally, The Supplier has the right to ask for the notification/ confirmation/ proof of the payment made for the Products delivered. In case of any discrepancies between Parties in relation to receipt of payment, the Customer shall cooperate with the Supplier in tracing back the source of payment and keep a track of all the deliveries received and payment made to the Supplier. The Supplier may ask for such records during its monthly/ yearly inspections and audits of the Customer.

   • The Supplier may charge from the Customer interest at the rate of 18 % p.a. (eighteen percent) for the outstanding payment from the due date.

   • Customers shall be responsible for ensuring that the Products are not being sold for more than the maximum retail price prescribed by the Manufacture and communicated through the Supplier. If any irregularities are reported from other retailers/ consumers or any other internal or external sources, then the Supplier shall have the right to initiate action deemed fit against the Customers including but not limited to termination of this arrangement.

3. The Customers shall duly inspect and examine the Products within 72 (Seventy-Two) hours from receipt of Products at its end. Any complaints regarding short/ excess supply or damage in transit shall be promptly notified by Customers to the Supplier in writing within 72 (Seventy-Two) hours, and in any event, no more than 3 (three) to 4 (four) business days from receipt of such Products ("Inspection Period"). After the inspection Period , no complaints relating to the Products or delivery will be entertained, and there will be no return/replacement of any of the Products once sold, post the 72 (Seventy-Two) hour mark as per the conditions mentioned above. Parties agree that the Supplier shall not accept any expired Products whatsoever.

4. Customers shall keep Products stored in compliance with the statutory requirements as well as the instructions mentioned in the packing of the Products supplied or provided by the Manufacturer through the Supplier.

5. Nothing in this T&C shall constitute or be construed as the acquisition of any legal or moral right by either Party to the intellectual property of the other Party and the Parties undertake, declare, and acknowledge that the ownership and title to the intellectual property of the Parties shall remain vested with the respective Parties and neither Party shall have right, title or interest therein.

6. Customer shall indemnify and hold the Supplier, its Affiliates and its directors, officers, employees, and representatives harmless from and against all losses, claims, demands, actions, suits, proceedings, judgments, liabilities, costs, and expenses (including but not limited to reasonable attorney’s fees) directly arising from the breach of the terms of this T&C.

7. Parties shall comply with all applicable laws at all times. Parties shall at all times, comply with all applicable local, state, and central, relating to anti-corruption, anti-money laundering, bribery, extortion, kickbacks, or similar matters that apply to each Party's business activities in connection with this T&C, and that each Party will take no action that will cause the other Party to violate any such laws.

8. In any event, if the Supplier requests the Customer to send back the Products sent by the Supplier, the Customer shall within 48 (forty-eight) hours or as soon as reasonably possible return all the Products back to the Supplier. In case of any regulatory requirements pursuant to which Supplier has instructed the Customer to send the Products back to the Supplier, then the Customer shall within 24 (twenty-four) hours gather the Products in its storage and from the market and send them all back to the Supplier. The Customer shall also share all such information as may be requested by the Supplier in case of occurrence of pharmacovigilance or adverse events. In case, if the Customer has directly or indirectly received any information of occurrence of pharmacovigilance or adverse events, then it shall immediately and proactively forward the same to the Supplier.

9. The T&Cs (as amended from time to time) shall be read with the invoice/forms issued by Supplier. The T&C along with the invoice/ forms is considered as a complete understanding between Parties. The Customer shall be intimated in case of any amendment to this T&C.

10. These T&Cs shall be governed by and construed in accordance with the laws of India and any disputes arising shall be subject to the exclusive jurisdiction of the courts in Mumbai.

11. All disputes or claims arising out of or in connection with or relating to this T&C, or the breach, termination or invalidity hereof, shall be resolved through arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996. Each Party shall appoint one [1] arbitrator. The two [2] arbitrators shall then jointly appoint one [1] more arbitrator within five [5] days of both arbitrators being appointed and such arbitrator shall serve as the chairman. If the two arbitrators are not appointed with the said fifteen [15] day period and/or the third arbitrator is not appointed within the five [5] day period, then the non-appointed arbitrators shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Mumbai and the arbitration proceedings shall be conducted in the English language. The decision of the arbitration panel shall be final to the fullest extent permitted by applicable Law. Except as may be otherwise determined by the arbitrators appointed under Clause above, each Party shall pay its own fees, disbursements and other charges of its counsels and the fees and expenses of the arbitrators shall be shared equally by the Parties. Nothing shall preclude a Party from seeking interim equitable or injunctive relief, or both. The pursuit of equitable or injunctive relief shall not be a waiver of the right of the Parties to pursue any other remedy or relief through the arbitration described in this clause. It is hereby clarified that this clause will be applicable in the event the outstanding amount as per this T&C is INR 1,00,00,000/- or more.

12. All the terms will continue to be in effect and revisions shall be valid during the term of the engagement between Parties. Clause 1 and Clauses 4 – 12 shall prevail post expiry or termination of the engagement between Parties.

13. This appointment is on a principal-to-principal basis.

14. Deemed Acceptance of T&C: Parties hereby agree and acknowledge that unless the Customer specifically intimates the Supplier in writing of its intention to not be bound by these T&Cs within 2 (two) business days from the date of receipt of these T&Cs in the manner specified below ("Opt-Out"), these T&Cs shall be deemed to be agreed, accepted, final and binding on the Parties upon placement of a purchase order request by the Customer with the Supplier, following the receipt of the T&Cs. For ease of Customer’s reference, Supplier will be sharing this T&C via SMS with the Customer, for all cases where customer contact details are available with the Supplier. In case you want to opt out of this T&C, you must reach out to us at dgt_retailer_service@healthiviti.com within the Opt-Out Time Period. In case of an Opt- Out by Customer, Supplier shall have the sole right and discretion to cease supply of the Products without any further notice. If no Opt-Out is exercised, the Customer shall be deemed to have accepted these T&Cs wholly and unconditionally without any protest or demur and these T&Cs (as amended from time to time) will continue to be final and binding on the Parties until such time as the Customer continues to procure the Products from the Supplier.