உலகளாவிய கொள்முதல் கூட்டாளர் இணைப்பு

G.1.1 Eligibility

This Schedule G applies to a Vendor that: (a) is incorporated in India and holds a valid Importer-Exporter Code (IEC) under the Foreign Trade (Development and Regulation) Act, 1992; (b) is engaged in the business of sourcing goods from suppliers outside India and importing such goods into India for onward sale; (c) is registered on the Bizzibo Global Sourcing Marketplace; and (d) has executed or accepted this Schedule G in addition to the Master Agreement.

G.1.2 Phase 1 Sourcing

Phase 1 of the Global Sourcing Marketplace is initially limited to sourcing from suppliers in the People’s Republic of China. Bizzibo may, by amendment to this Schedule G in accordance with Clause 27 of the Master Agreement, extend the eligible sourcing jurisdictions and notify additional country-specific compliance requirements.

G.1.3 Relationship to Master Agreement and Schedule F

Global Sourcing Partners are Indian Vendors and are subject to the entirety of the Master Agreement, save as supplemented by this Schedule G. Schedule F (Cross-Border Vendor Specific Terms) does not apply to Global Sourcing Partners (which are Indian incorporated entities), but applies to any foreign vendor onboarded to any Bizzibo module.

G.2.1 Principal-to-Principal

The Global Sourcing Partner is the principal seller of the imported goods to Buyers on the Bizzibo Platform. The Global Sourcing Partner: (a) imports the goods into India in its own name on its own IEC; (b) takes title to the goods; (c) is the seller of record for the supply to the Indian Buyer; (d) issues the tax invoice to the Buyer in its own name and under its own GST registration; and (e) bears all risks and rewards of the back-to-back transaction (foreign supplier-to-Global Sourcing Partner; Global Sourcing Partner-to-Buyer).

G.2.2 No Agency

Notwithstanding any descriptive language used on the Platform (including any reference to “sourcing agent”, “sourcing partner”, “procurement partner” or similar), the Global Sourcing Partner shall not represent itself as an agent of any foreign supplier or Buyer, and shall not enter into any arrangement that would result in the Global Sourcing Partner acting as an agent for purposes of FEMA, GST or any other Applicable Law.

G.2.3 Bizzibo Position Unchanged

Bizzibo remains an intermediary technology platform under the Master Agreement and shall not, in connection with this Schedule G, become a party to the contract of sale between the Global Sourcing Partner and the Buyer or to any contract between the Global Sourcing Partner and any foreign supplier.

G.3.1 Fast Order Placement

Where a Buyer’s order independently meets the Global Sourcing Partner’s minimum order quantity (“MOQ”), the Global Sourcing Partner may accept the order immediately and proceed with sourcing. The Global Sourcing Partner shall (a) confirm acceptance of the order to the Buyer through the Platform within the timelines set out in Schedule D of the Master Agreement; and (b) provide an estimated delivery timeline including sourcing, international shipping, customs clearance and domestic delivery.

G.3.2 Pooling Procurement

Where a Buyer’s order quantity is below the MOQ, the Buyer may opt to participate in a pooling pool (“Pool”) to aggregate demand from multiple Buyers. The following provisions shall apply to Pooling Procurement:

(a) Order Provisional Status: A Buyer’s order in a Pool is provisional until the Pool reaches the MOQ within the Pool deadline as published on the Platform.

(b) Payment Treatment: Payment by the Buyer for a pooled order shall be held in the payment gateway nodal account until the Pool either (i) reaches MOQ, in which case the order is confirmed and processed, or (ii) fails to reach MOQ within the Pool deadline, in which case the Buyer’s payment shall be refunded in full within seven (7) Business Days, without interest.

(c) Pool Failure: Failure of a Pool to reach MOQ shall not give rise to any claim by the Buyer or the Global Sourcing Partner against Bizzibo, save in respect of refund of pooled payments.

(d) Disclosure: The Global Sourcing Partner shall accurately disclose, on the Platform, the MOQ, the current Pool status, the Pool deadline, and the consequences of Pool failure.

(e) Modifications: The Global Sourcing Partner shall not, after a Pool has commenced, increase the MOQ, increase the unit price, or vary material specifications, save with the express consent of all participating Buyers communicated through the Platform.

G.4.1 Landed Cost Components

The price quoted by the Global Sourcing Partner to the Buyer (“Landed Cost Price”) shall be inclusive of and shall transparently disclose, on the Platform listing, the components comprising the Landed Cost Price, including (as applicable): (a) cost of the goods at the foreign supplier; (b) export duties and clearance charges in the country of origin; (c) international freight (sea or air, as applicable) and insurance; (d) customs duties (basic customs duty, IGST on imports, social welfare surcharge, anti-dumping or countervailing duties as applicable); (e) port handling, clearing and forwarding charges in India; (f) GST applicable on the supply by the Global Sourcing Partner to the Buyer; and (g) Bizzibo Platform Fees and any other charges as separately notified.

G.4.2 No Hidden Charges

The Global Sourcing Partner shall not levy any charge on the Buyer, in respect of a confirmed order, that is not (a) included in the Landed Cost Price, (b) separately disclosed and accepted by the Buyer prior to order confirmation, or (c) attributable to a duty, levy or charge imposed by a governmental authority after the date of order confirmation, in which case the Global Sourcing Partner shall promptly notify the Buyer and the Buyer shall have the option to either accept the additional charge or cancel the order with full refund.

G.4.3 FX Risk

Exchange-rate movement between the date of Pool commencement (or order placement, as applicable) and the date of import shall be borne by the Global Sourcing Partner, save where the Buyer expressly agrees to a price subject to currency adjustment within parameters disclosed at the time of order placement.

G.5.1 Import Compliance

The Global Sourcing Partner shall, at its own cost: (a) hold and maintain a valid IEC and any sector-specific import authorisations required; (b) comply with the Customs Act, 1962, the Foreign Trade Policy and FEMA in respect of all imports; (c) ensure the goods are not prohibited or restricted for import into India; (d) bear sole responsibility for customs duties, IGST on imports, anti-dumping duties, countervailing duties, port charges and any penalty or interest in connection with the imports; (e) maintain customs documentation (Bills of Entry, import invoices, packing lists, certificates of origin and similar) in accordance with Applicable Law; and (f) cooperate with Bizzibo in providing copies of customs documentation as may be reasonably required for Buyer disclosure or regulatory purposes.

G.5.2 Product Compliance

The Global Sourcing Partner shall ensure that imported goods comply with all sector-specific Indian regulatory requirements applicable to the goods, including (where applicable) BIS standards, IS marks, Legal Metrology Packaged Commodities Rules (including labelling, MRP, importer details, country of origin, net quantity, customer care details, manufacturing details), e-waste and battery management rules, FSSAI for food, Drugs and Cosmetics Rules, and AYUSH licensing. The Global Sourcing Partner shall not list any goods that fall within Schedule B (Prohibited and Restricted Products) of the Master Agreement.

G.5.3 Country of Origin Disclosure

Consistent with Rule 5(1)(o) of the Consumer Protection (E-Commerce) Rules, 2020 and Clause 5.2 of the Master Agreement, every listing by the Global Sourcing Partner shall clearly disclose the country of origin of the goods. Listings that fail to disclose country of origin (or that misrepresent it) shall be subject to immediate removal.

G.5.4 Anti-Dumping and Sanctions

The Global Sourcing Partner shall comply with all anti-dumping, countervailing duty and safeguard duty notifications applicable to the imported goods. The Global Sourcing Partner shall not source goods from suppliers, jurisdictions or in respect of activities that are subject to UN, OFAC, EU, UK or Indian sanctions, and shall conduct reasonable counterparty screening before placing orders with foreign suppliers.

G.6.1 End-to-End Responsibility

The Global Sourcing Partner shall be responsible for end-to-end logistics, including supplier procurement, export documentation in the country of origin, international freight, marine insurance (which is mandatory for cross-border shipments), customs clearance in India, port handling, domestic transportation and delivery to the Buyer’s designated address.

G.6.2 Estimated Delivery Timelines

The Global Sourcing Partner shall provide reasonable estimated delivery timelines on each listing, taking into account typical sourcing, shipping, customs and domestic delivery durations. The Global Sourcing Partner shall keep the Buyer reasonably informed of progress through the Platform tracking interface.

G.6.3 Delays and Force Majeure

The Buyer acknowledges that international procurement is subject to factors outside the reasonable control of the Global Sourcing Partner and Bizzibo, including: (a) supplier production delays; (b) export licensing or clearance delays in the country of origin; (c) international freight disruptions, port congestion and shipping line failures; (d) customs clearance delays in India; (e) anti-dumping, safeguard or countervailing investigations; (f) sanctions, trade restrictions or geopolitical events; and (g) Force Majeure Events. Bizzibo shall have no liability in respect of such delays. The Global Sourcing Partner shall use commercially reasonable efforts to mitigate and shall keep the Buyer informed.

G.6.4 Buyer Cancellation Rights for Material Delay

Where actual delivery exceeds the estimated delivery timeline by more than thirty (30) days for reasons attributable to the Global Sourcing Partner or its suppliers (and not to events outside the reasonable control of either), the Buyer may cancel the order and receive a full refund. The Global Sourcing Partner shall bear the cost of such refund.

G.7.1 Inspection Period

The Inspection Period set out in the Master Agreement shall apply, commencing from the date of confirmed delivery in India to the Buyer.

G.7.2 Limited Returns

Returns of imported goods are limited to: (a) goods damaged at delivery or in transit within India; (b) goods not matching specifications or images; (c) incorrect goods delivered; and (d) goods that fail to comply with Indian regulatory requirements due to importer error. Returns are not available for: (i) buyer’s remorse; (ii) minor variations in specifications consistent with industry tolerances and disclosed on the listing; or (iii) reasons attributable to the foreign supplier where the Global Sourcing Partner has reasonably performed its sourcing obligations and the variation has been disclosed.

G.7.3 Return Logistics

Returns under Clause G.7.2 shall be processed by the Global Sourcing Partner within India only. Reverse logistics to the foreign supplier shall not be the Buyer’s responsibility, and the Global Sourcing Partner shall determine internally whether to seek recovery from the foreign supplier.

G.7.4 Warranty Pass-Through

Where the foreign supplier provides a manufacturer’s warranty, the Global Sourcing Partner shall use commercially reasonable efforts to pass through such warranty to the Buyer and shall provide the Buyer with documentation enabling warranty claims. Where pass-through is not feasible, the Global Sourcing Partner shall provide its own equivalent warranty for a period not less than the manufacturer’s warranty (or such other period as set out in the listing).

G.8.1 Indian Settlement Cycle

Settlement of Sales Proceeds to the Global Sourcing Partner by Bizzibo shall follow the Settlement Cycle and rules in Clause 10 of the Master Agreement. Settlement to the Global Sourcing Partner shall be in Indian Rupees through the Indian banking channel.

G.8.2 Foreign Supplier Payments

Payments by the Global Sourcing Partner to foreign suppliers shall be made directly through authorised dealer banks in India, in compliance with FEMA. Bizzibo shall not be involved in such payments and shall have no responsibility for any FEMA non-compliance by the Global Sourcing Partner.

G.8.3 Customs and IGST

All customs duties, IGST on imports, anti-dumping duties, countervailing duties and any other levies imposed at importation shall be borne, deposited and reported by the Global Sourcing Partner. The Global Sourcing Partner shall claim input tax credit of IGST paid on imports through its GST returns and shall be entitled to issue tax invoices in respect of the supply to the Buyer in accordance with the GST law.

G.8.4 GST on Domestic Supply

The supply by the Global Sourcing Partner to the Buyer in India shall be a domestic supply for GST purposes, taxable in accordance with the applicable GST rate for the goods. The Global Sourcing Partner shall be the supplier of record and shall issue tax invoices accordingly. Bizzibo shall apply GST TCS under Section 52 CGST as set out in the Master Agreement.

G.9.1 Additional Representations

In addition to the representations and warranties under Clause 15 of the Master Agreement, the Global Sourcing Partner represents and warrants that: (a) it holds a valid IEC and is in good standing with the Directorate General of Foreign Trade and the Customs authorities; (b) it has implemented reasonable counterparty diligence in respect of foreign suppliers, including sanctions screening, supplier authenticity verification, and quality assurance protocols proportionate to the value and nature of the goods; (c) it has the financial capacity to absorb foreign exchange and customs cost variations consistent with the Landed Cost Pricing it has quoted; (d) it has not, in the preceding three (3) years, been the subject of any customs penalty, anti-dumping action against it specifically, or material trade-compliance enforcement action; and (e) it shall maintain Marine / Transit Insurance for international shipments at its own cost.

G.9.2 Additional Indemnity

Without prejudice to Clause 16 of the Master Agreement, the Global Sourcing Partner shall indemnify and hold harmless Bizzibo against any and all claims, demands, liabilities, costs and expenses arising out of or in connection with: (a) customs penalties, fines or proceedings; (b) FEMA non-compliance; (c) anti-dumping, safeguard or countervailing duty assessments; (d) regulatory action by the Bureau of Indian Standards, Legal Metrology, FSSAI or any other sectoral regulator; (e) sanctions enforcement actions arising from sourcing activity; (f) seizure or detention of imported goods; (g) failure of the Pool refund mechanism; and (h) misrepresentation of country of origin or product specifications.

G.11.1 No Third-Party Beneficiary

Foreign suppliers from whom the Global Sourcing Partner sources goods shall not be third-party beneficiaries of this Schedule G or the Master Agreement and shall have no right to enforce any provision.

G.11.2 Buyer Disclosure

The Global Sourcing Partner shall ensure that Buyers are clearly informed, at the point of order placement, that (a) the goods are sourced from outside India; (b) the country of origin; (c) estimated delivery timelines including international leg; (d) the Pool mechanism (where applicable); (e) the Landed Cost Price components; and (f) limited return rights as set out in this Schedule G.

G.11.3 Order of Precedence

In the event of conflict between this Schedule G and the body of the Master Agreement, this Schedule G shall prevail in respect of matters specifically addressed for Global Sourcing Partners. In the event of conflict between this Schedule G and Schedule F (Cross-Border Vendor Specific Terms) in any matter where both could apply, this Schedule G shall prevail.