THIS AGREEMENT is effective on the date Supplier registers as a supplier on the Rentkart® website and is between Supplier and Clexen Rentals Private Limited which operates Rentkart.com® domain, a New Delhi registered corporation with its principal place of business at C-90, Awana Complex, 40 Ft. Road, Molarband Extension, Badarpur, Delhi, India-110044 ("Rentkart®").
WHEREAS, CLEXEN RENTALS PVT. LTD. operates an on-line aggreator RENTKART.COM® (the "Website") (a) where the Rentkart.com® is engaged in the business of procuring Equipment(s) from the industrial equipments and construction vehicles manufacturers on lease and offer their inventory for sub-lease to potential end users Pan-India across several categories, and (b) where potential equipment renters or leasees [Customers] can request quotes for the rental or lease of equipment;
WHEREAS, Supplier desires to be listed on the Website as a supplier of its equipment for rent or lease and hearby desires of providing non-exclusive services to the Rentkart.com®, and is willing to provide the complete Product Line specified, at or below the Ceiling Prices set forth in the Contract Pricelist, to Customers, at locations specified by the Rentkart.com® in the states of India set forth herein;
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISE AND COVENANTS MENTIONED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT, ADEQUACY AND SUFFICIENCY OF WHICH IS ACKNOWLEDGED BY THE PARTIES AND THE PARTIES HEREBY AGREE AS FOLLOWS:
Aggregator hereby agrees to procure Equipment(s) on lease/hire from the Supplier and also provides various other services to the Suppliers and end users as provided herein (“Services”):
Upon execution of this Agreement, Annexure I: Equipment Rental Contract Documents, which is hereby expressly made part of this Contract as fully as if set forth herein shall be submitted by the Supplier to the Aggregator. From the Effective Date this Agreement shall have the effect of registration of the Supplier with the Aggregator on a non-exclusive basis for the Term of this Agreement. Nothing in this Agreement shall restrict the Aggregator to execute similar agreements or arrangements with other Suppliers for the provision of same or similar services to them.
Customer Leads and Order Fulfilment Process.
The Rentkart® shall provide the services of collecting commercial leads from the potential customers who seek to procure Equipment(s) on lease and providing the same to the Supplier herein as per the terms of this Agreement and the Order Fulfilment Process. The order fulfilment process for procurement of Equipment(s) by the Supplier shall be as follows (“Order Fulfilment Process”):
A] Customer Query.
The Customer shall submit a requirement with the Rentkart® (“Customer Query”), wherein the Customer shall provide in detail its requirement of the Equipment(s) for lease. The Customer Query once submitted by the Customer shall be valid and binding until the Customer revokes the same. Upon receipt of Customer Query by the Rentkart®, the Rentkart® shall forward the same to the Supplier after removing the personal details of the Customer and the details of the Project. The Supplier shall within 1 business day, either accept or reject the same. Supplier agrees that such referrals are not exclusive to Supplier, and may be shared with all Suppliers registered with the Rentkart® who have the Equipment(s) available with them.
B] Supplier Offer.
Upon acceptance of the Customer Query by Supplier within above prescribed time, the Supplier shall issue a form indicating such terms and conditions of lease as stipulated by the Supplier and shall be as per the prescribed format in Annexure – II (“Lease”) to the Rentkart®, and the Rentkart® shall forward the same to the Customer. The Supplier Offer Form shall also provide a price quote for provision of Equipment(s) on lease or the lease rental (“Supplier Quote”). All Rental Prices included on a Supplier Quote shall be equal to or less than the Ceiling Price listed on the Contract Pricelist. The Supplier Offer Form once issued upon the Customer shall only be valid and binding upon the Customer for a period of twenty-four (24) hours.
C] Work Order.
Upon acceptance of the Supplier Offer Form by the Customer within twenty-four (24) hours of the receipt, the Rentkart® shall issue a work order (“Work Order”) upon the Supplier containing such terms and conditions as accepted by the Customer for the lease of Equipment(s) to the Rentkart® with the permission to sublease the same to the Customer, and other conditions in consonance with the Supplier agreed terms as per the Supplier Offer Form. The Work Order shall contain the terms pertaining to delivery site location, delivery terms, consideration and payment terms, transportation of Equipment(s). The terms of sub-lease of Equipment(s) by Supplier to Customer shall be as prescribed by the terms contained in this Agreement.
Procurement of Equipment(s) on Lease.
Parties agree that upon acceptance of Supplier Offer Form by Customer and issuance of Work Order upon the Supplier, the Rentkart® shall procure the Equipment(s) from the Supplier on lease and shall sub-lease the same to the Customer on the terms as prescribed below:
A] Conditions of Lease.
The lease deed which shall be executed between the Supplier and the Rentkart® shall as per the format as prescribed in Annexure – II (“Lease”) and shall be based upon following conditions:
B] Conditions of Sub-Lease.
Upon execution of Lease the Rentkart® shall be entitled to sub-lease the Equipment(s) to the Customers based upon the format as prescribed in Annexure – III (“Sub-Lease”) which shall be based upon following Conditions:
Transportation & Delivery.
Upon Order Fulfilment as per this Agreement, the Supplier shall be responsible for transportation and delivery of the Equipment(s) to the place of delivery as agreed, at its own costs and expenses, which shall be paid by Customer along with the first [1st] month sub-lease rental.
The Supplier shall be responsible of procuring all insurances pertaining to the Equipment(s) including the freight insurance for the delivery of the Equipment(s) from Supplier to the Customer designated premises as agreed. Supplier shall also procure and maintain all necessary vehicle and third-party insurances for the Equipment(s) during the entire term of the Lease. All costs and expenses for procuring and maintaining the insurance policies including the freight insurance shall be borne solely by the Supplier.
Maintenance of Equipment(s).
The Supplier shall be responsible for maintenance of the Equipment(s) and shall ensure its proper functioning throughout the term of the Lease. The Supplier shall also ensure that all the maintenance services as required by the manufacturer are duly undertaken as scheduled and the Supplier shall provide all assistance and support to the Customer for the same including the facility for pick-up and drop of the Equipment(s) at the premises of the Customer, throughout the term of Lease.
Licenses, Registration & Permits.
The Supplier shall procure and maintain all requisite licenses, vehicle or equipment registrations and permits for the Equipment(s) as per the Applicable Laws, throughout the term of the Lease, at its own costs and expenses.
Parties agree that at the execution of this Agreement the Rentkart® shall not charge any amount for registration of the Supplier with the Rentkart® and performance of the obligations of the Parties shall be sufficient consideration for provision of Services under this Agreement.
Rentkart® Commission on Order Fulfilment.
Upon successful completion of order fulfilment process as per clause 1.2 i.e. acceptance of Supplier Offer Form by Customer and issuance of Work Order by Rentkart® upon the Supplier, the Rentkart® shall be entitled to a commission for such order fulfilment and the Supplier Quote for the lease rental as agreed shall be inclusive of such commission payable to the Rentkart® (“Order Fulfilment Commission” or “Rentkart® Commission”), and the Rentkart® shall not be entitled to any other amount as commission upon Order Fulfilment. Rentkart® Commission rates shall be applicable as prescribed in Annexure – IV (Supplier Fee Schedule), plus GST.
Return/ Refund due to the fault of Supplier
In case of returns/ refunds occasioned due to any reason attributable to the Supplier, Rentkart® shall be entitled to deduct the logistics cost, delay penalties (if any) and payment gateway/ banking charges, on actuals, incurred by Rentkart® on such returns/ refunds from the payment to Supplier.
A] The Supplier hereby represents, warrants and undertakes that:
B] The Rentkart® hereby represents, warrants and undertakes that:
A] Each Party shall keep confidential and shall not, without the written consent of the other Party, divulge to any third party the Confidential Information, or any documents or other information furnished by the other Party in connection with this Agreement which is identified in writing at the time of such disclosure as being confidential or proprietary, irrespective of whether such information has been furnished prior to the making of this Agreement or at any time thereafter (including following termination of this Agreement).
B] Each Party recognizes that the Confidential Information received from the other Party is valuable and confidential and its disclosure and dissemination in breach of the provisions of this Agreement may cause irreparable harm to the other Party. The Confidential Information shall be subject to the following rules:
C] The obligation to maintain confidential the Confidential Information of the other Party, without the possibility of disclosing, reproducing, communicating or distributing the information, material, data etc. received from the other Party shall continue for a period of one (1) years from end of the Agreement Term.
D] Each Party undertakes not to use the Confidential Information transferred by the other Party for the development of other identical or similar products without the written authorization of the affected Party.
E] The Parties shall have the right to share the Confidential Information (except proprietary information) on need to know basis, without prior consent of the other Party, with the Governmental Authorities.
F]Each party is solely responsible for its employees complying with the obligations. If either party becomes aware of the loss, theft or misappropriation of Confidential Information which is in its possession or control, it shall notify the other party in writing within seven (7) days of its discovery of such loss, theft or misappropriation.
G] The confidentiality obligation contained in this clause shall not apply to the following information:
A] The Supplier agrees to defend, indemnify and hold harmless the Rentkart®, its officers, directors, agents, employees and affiliates (and their respective officers, directors, agents and employees) from and against any and all Losses, or claims, liabilities, actions, demands, judgments, losses, costs, expenses, suits, actions and damages arising out of any fault, error or manufacturing defect in the Equipment(s) or by an act of negligence or the willful misconduct of the Supplier, or omission of any obligations under this Agreement or by or by an officer, director, sub-contractor, agent or employee of the Supplier.
B] Notwithstanding other rights or remedies of the Rentkart® under the Applicable Law, the Supplier shall be liable to reimburse the Rentkart® and/or its affiliates, subsidiaries, successors or assigns, for any payments made at any time after the termination of this Agreement, in respect of any liability or claim in respect of which the Rentkart® or its affiliates, subsidiaries, successors or assigns are entitled to be indemnified hereunder.
A] Neither Party shall be responsible for a default in the performance of its obligations due to contingencies beyond its control, such as fire, flood, civil commotion, earthquake, war, strikes or government action, or change in Applicable Laws, regulations or policies (“Force Majeure Events”). If either Party is prevented by such from performing its obligations under this Agreement, such Party shall promptly notify the other Party to that effect.
B] Notwithstanding the foregoing, the Force Majeure Events shall not include: (a) the occurrence of any shortage of manpower, material, equipment or raw material; economic hardship, in each case other than due to any of the abovementioned Force Majeure Event occurrences. Further, delays resulting from reasonably foreseeable unfavourable weather or reasonably foreseeable unsuitable ground or reasonably foreseeable adverse conditions. Force Majeure Event shall not include any event that is within the reasonable control of the Party affected by the Event of Force Majeure.
C] Any Party that is affected by a Force Majeure Events shall give written notice thereof to the other Party no later than seven (7) days following the occurrence of the Force Majeure Events in question, providing appropriate details thereof. Subject to notice of happenings of any such Force Majeure Events is given by the affected Party to the other Party neither Party shall have any such claims for damages against the other, in respect of such non-performance or delay of the event pendency of a Force Majeure Events provided performance of this Agreement shall be resumed immediately, after such event comes to an end or ceases to exist.
D] Failure to provide notice as provided above shall not prevent the affected Party from defending against any claim for delays or breaches that arise during the performance of its obligation under this Agreement on the grounds that they were caused by a Force Majeure Events.
E] If any or entire portion of performance under this Agreement is delayed or suspended as a result of continuation of any of the Force Majeure Events, the time allowed to comply with such obligation shall be extended for as long as the relevant Force Majeure Events causing such delay or suspension continues.
F] The Parties shall take the measures necessary to mitigate the effects of continuation of Force Majeure Events and to continue to perform their obligations under this Contract so far as reasonable practicable.
Any breach of obligations, undertaking or any provision of this Agreement by any Party (“Defaulting Party”) which has not been rectified within a period of fifteen (15) days from the date of intimation of such breach by the other Party (“Non-Defaulting”) shall be considered as an event of default under this Agreement (“Event of Default”).
If an Event of Default shall occur and be continuing, the Non-Defaulting Party shall have an option to (a) claim against the Defaulting Party, or (b) notify the Defaulting Party that an Event of Default has occurred and is continuing and instruct the Defaulting Party to rectify such Event of Default, (c) if the Event of Default continues unremedied for thirty (30) days, to terminate the Agreement with immediate effect upon serving a notice of termination.
A] This Agreement shall be capable of being terminated in the following circumstances:
B] Upon termination of this Agreement by the Rentkart® on account of the Events of Default solely attributable to the Supplier, the Rentkart® shall be entitled to recover the entire amount of dues including or damages in lieu of the breach of obligations, representations and warranties of the Supplier. In addition, the Rentkart® shall have any other right as per the Applicable Laws.
C] Termination of this Agreement shall not affect the liabilities of a Party that have accrued before the effective date of termination of the Agreement, save for the rights and obligations that have arisen prior to the date of such termination.
A] This Agreement shall be governed by the laws of India and the courts of New Delhi shall have exclusive jurisdiction.
B] All disputes or differences arising between the Parties arising out of or in connection with this Agreement shall settled among the Parties through mutual negotiation.
C] Either Party is entitled to raise any claim, dispute or difference of whatever nature arising under, out of or in connection with this Agreement (“Dispute”) by giving a written notice (“Dispute Notice”) to the other Party, which shall contain:
D] The Parties hereto agree to attempt to resolve all Disputes arising hereunder promptly, equitably and in good faith within a period of thirty (30) days commencing from the date of the Dispute Notice.
E] In the event that such Disputes between the Parties are not settled through mutual negotiations within thirty (30) days from the date of the Dispute Notice, then the Dispute shall be referred for final settlement by way of arbitration conducted in accordance with the provisions of the Arbitration & Conciliation Act, 1996, and amendments thereof, as under:
F] Pending the submission of and / or decision on a Dispute by the Arbitrator, the Parties shall continue to perform their respective obligations under this Agreement, subject to any interim order that may be passed by the Arbitrator, without prejudice to a final adjustment in accordance with such decision by the Arbitrator.
Non-compete & Non-solicitation.
For the entire Term of this Agreement until termination of this Agreement and for a period of one (1) years following the termination, either Party shall not, without prior written consent of the other Party, directly or indirectly (including through its affiliates) solicit or cause to be solicited, employ, hire or engage any employee, employed by the other Party and/or any of other Party’s affiliates, nor shall engage in any competing business of that of the Rentkart®. For the purposes of this sub-clause, ‘employee’ shall include a person who was in the employment of the other Party and/or any of other Party’s affiliates in the preceding six (6) month period.
Clause 6 (Liability & Indemnity), Clause 5 (Confidentiality), Clause 11 (Governing Law, Jurisdiction & Dispute Resolution), Clause 12 [A] (Non-Compete & Non-Solicitation) shall survive any termination or expiration of this Contract.
Supplier shall not transfer or assign to any third party or person, in any way or by any means, any part of this Agreement nor any relevant rights or obligations without obtaining prior written approval of the Rentkart®.
Relationship between the Parties.
Nothing herein shall be deemed or construed to create a joint venture, partnership, and fiduciary or agency relationship between the Parties for any purpose.
No alteration, amendment or modification of any provision of this Agreement shall be binding on the Parties unless made in writing and signed by the duly authorized representatives of the Parties.
No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. All waivers must be made in writing and signed by the party making such waiver.
This Agreement contains the entire understanding between the parties with respect to the subject matter contained hereunder and supersedes all previous written or oral undertakings, agreements, commitments or representations whatsoever.
All notices under this Agreement shall be written in English and shall be sent by hand, courier or email at the contact details indicated below and shall be deemed to be delivered on the date contained in the receiving in case of delivery by hand or courier or the date contained on the return receipt in case of an email:
A LARGER PRINT VERSION OF THIS AGREEMENT WITH ITS TERMS AND CONDITIONS WITH ALL ANNEXURES IS AVAILABLE FROM RENTKART® UPON REQUESTING US BY FILLING ("BECOME A SUPPLIER") FORM OR BY CONTACTING US ON THE ABOVE MENTION ("CONTACT US") DETAILS.
Last Modified: January 21, 2019