KSPHC shall, from time to time, consolidate requirements for the Product from Contractors/Buyers from all over the State of Karnataka and display the same on the Website; KSPHC shall, from time to time, consolidate requirements for the Product from Contractors/Buyers from all over the State of Karnataka and display the same on the Website;

The Vendor, having regard to the requirements of Contractors/Buyers as in Clause 1.1 above, shall quote/convey its most competitive rate/s to KSPHC for the Product. Such rate/s shall be inclusive of all taxes, levies, transportation costs, loading, unloading and labour costs together with the period of validity of such rate;

KSPHC shall thereafter include its service charge/commission/brokerage to the rate/s quoted/conveyed by the Vendor and display the total price for the product and the period during which such rates are valid, on the Website.

Pursuant to the rates quoted by the Vendor having been displayed on the Website and orders placed by Contractors/Buyers, KSPHC shall scrutinize Order/s placed by Contractors/Buyers and assign specific Order Numbers thereto to identify every such Order.

After scrutiny and confirmation of the Order/s placed by Contractors/Buyers, KSPHC shall assign Approved Order Numbers to each such Order. Both the Contractor/Buyer and KSPHC shall refer to and quote such Order Numbers and Approved Order Numbers while transacting with each other and with the Vendor. KSPHC shall at its sole discretion be entitled to reject order/s placed by the Contractor/Buyer, without assigning any reason therefor.

Upon confirmation of the Order/s placed by the Contractors/Buyers, the Product shall delivered by the Vendor to the Contractors/Buyers at the location specified by the Contractor/Buyer within the time specified in the Order, along with the invoice, test certificate, transport details and such other documents that may be required to complete the sale and transfer the property in the Product to the Contractor/Buyer.

KSPHC shall effect payments to Vendors directly in respect of Products purchased by the Contractor/Buyer and recover the same from out of the running account bills submitted by the Contractor/Buyer. KSPHC shall also be entitled to recover interest on such payments made on behalf of the Contractor/Buyer to the Vendor for the first sixty days from the date of releasing payments on the sum due and outstanding at a rate that is 02% over and above the prevailing rate of interest charged by State Bank of India. KSPHC shall be entitled to recover penal interest of 02% per month over and above the rates stated above on all sums due and outstanding after the expiry of the first sixty days from the date of release of payments to the Vendor.

KSPHC shall have a lien over the Products until full payment therefor has been realized, in addition to a lien on the EMD/FSD/BG furnished by the Contractor for the Project;

KSPHC may also, at its sole discretion, require the Contractor/Buyer to issue post dated cheques for realization of the price of the Product supplied to the Contractor/Buyer

KSPHC shall also, at its sole discretion, direct the Contractor/Buyer to deposit such sums from time to time towards security for payment of Products purchased through the website.

In the event of KSPHC, for any reason whatsoever, being unable to recover all/any sum/s due from the Contractor/Buyer under this Agreement, KSPHC shall be entitled to, without prejudice to other remedies that maybe available to KSPHC under this Agreement, terminate the contract awarded to the Contractor/Buyer, blacklist the Contractor/Buyer from participating in other projects of KSPHC and/or take such further action as it deems fit.

All complaints pertaining to the Product/s shall be brought to the attention of the Vendor by the Contractor/Buyer within a period of fifteen (15) days from the date of receipt of the Product.

The Vendor alone (and not KSPHC) shall be responsible for ensuring the safety of the Product during transit until the delivery of such Product to the Contractor/Buyer.

The Vendor alone shall be responsible for all claims arising in respect of the Products, including delay, defect, non-delivery, etc. and KSPHC shall not be responsible therefor in any manner whatsoever.

The Contractor/buyer understands that KSPHC is only a facilitator in the entire transaction and shall in no way and under no circumstance whatsoever be responsible for any and/or all claims arising in respect of any claim, losses, liabilities, actions etc that may arise in this regard.

The Contractor/Buyer agrees that it shall fully indemnify and keep KSPHC completely harmless against all/any claims, damages, losses or liabilities incurred by KSPHC vis-à-vis the Vendor or any other third party in respect of the Products purchased by the Contractor/Buyer through the Website.

If the performance by either Party, of any of its obligations hereunder is prevented, restricted or interfered with by reason of fire, or other causality or accident; war or other violence; any law, or regulation of any government; or any act or condition whatsoever beyond the reasonable control of such Party (each such occurrence being hereinafter referred to as a "Force Majeure"), then such Party shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that such Party shall give prompt notice within a period of 07 days from the date of Force Majeure occurrence and providing a description to the other Party of such Force Majeure in such notice, including a description, in reasonable specificity, of the cause of the Force Majeure; and provided further that such Party shall use reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes are removed. For the purposes of clarity, the Parties agree that strikes and other labour related issues shall not constitute Force Majeure for the purposes of this Agreement.

It is understood that the arrangement between the Parties contemplated by this Agreement shall be on a principal to principal basis. None of the provisions of this Agreement will be deemed to constitute a joint venture, agency, a partnership or principal-agent relationship between the Parties hereto and neither Party by virtue of this Agreement shall have the right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party, unless otherwise specified herein.

In the event of any dispute and/or difference between the parties in respect of any matter concerning this Agreement, the same shall be first referred to the Chairman and Managing Director of KSPHC for amicable resolution within fifteen days from the date of one party notifying such dispute and/or difference to the other party.

In the event of such dispute or difference remaining unresolved within the period specified , the same shall be settled by arbitration under the provisions of the Arbitration and Conciliation Act, 1996 by reference to such person or institution named/nominated by the Chairman and Managing Director of KSPHC. The place of arbitration shall be at Bangalore City at such venue/s as the arbitrator may so decide. Courts in Bangalore City alone shall have jurisdiction to the exclusion of all other courts.

KSPHC shall run, maintain and manage the website and offer for sale the Product on the Website to all contractors and other persons who have registered themselves in the manner prescribed by KSPHC from time to time.

The Vendor shall be entitled to request KSPHC to display the Product on the Website from time to time, and KSPHC shall have the right to display the Product, at its sole discretion.

The Vendor shall quote / convey its most competitive rate/s to KSPHC for the Product. Such rate/s shall be inclusive of all taxes, levies, transportation costs, loading, unloading and labour costs together with the period of validity of such rate/s. The Vendor shall also provide details in relation to quality, grade, description of the Product, specifications and all other details as may be required for being displayed on the Website by KSPHC.

All the details of the Product provided by the Vendor either in the same form or in any other form as determined fit by KSPHC shall be displayed on the Website. KSPHC shall there after include its service charge / commission / handling charges etc., to the rates quoted / conveyed by the vendor and display the total price on the website.

KSPHC shall put in a place a mechanism/procedure by which an intending contractor / third party who peruses the contents of the Website and the offer of the Product for sale by the Vendor may place the order for the Product on the Website by specifying the quantity and other details as specified in such order page. KSPHC shall validate the requirements and consolidate the quantities from time to time as it deems fit. Consolidation for the purposes of this Agreement shall mean the consolidation of orders placed by various Contractors / Buyers relating to a particular product as KSPHC may determine from time to time.

After KSPHC has consolidated orders placed by Contractors / Buyers, KSPHC shall conduct a reverse auction amongst those Vendors who have offered their Product for sale on the Website, including the Vendor, i.e. such of the Vendors who have put up similar Product for sale on the Website shall bid for a particular Order on a competitive basis. The mode and modality of the reverse auction shall be through e-mails / reverse auction engine.

Upon completion of the reverse auction process for a particular Product, KSPHC shall place the order on such of the Vendor whose price / terms has been determined by KSPHC to be most favourable in its absolute discretion and shall confirm the order in favour of such Vendor. The order so placed shall provide details of the quantity, specifications, grade, destination, price and any other special instructions for delivery of the Product (“Order”).

Upon confirmation of the Order/s, the Vendor shall accordingly sell and deliver the Product at the location specified by KSPHC within the time specified in the Order, along with the invoice, test certificate, transport details and such other documents that may be required to complete the sale and transfer the property in the Product to the Contractor/Buyer. In the event of non despatch of goods / non delivery of goods as promised in the time and quantity and quality as specified. This penalty could be equal to the amount spent by the buyer in procuring the product from other sources in case the promised delivery has not taken place.

The Vendor shall intimate KSPHC on the Website, within 24 hours regarding the dispatch of the Product together with all relevant details thereof.

The Vendor shall be solely responsible for supply of the Product in accordance with such specifications and standards as indicated by the Contractor/Buyer along with relevant test certificates, quality certificates and guarantee cards, etc.

All complaint/s pertaining to the Products that is/are brought to the attention of the Vendor by the Contractor/Buyer or KSPHC shall be addressed, remedied or replaced, as the case may be, by the Vendor within a period of fifteen (15) days from the date of receipt of such complaint/s.

The Vendor shall be responsible for ensuring the safety of the Product during transit until the delivery of such Product to the Contractor/Buyer. The Vendor shall also be responsible to adequately insure the Product against the risk of loss/damage during transit.

The Vendor understands that KSPHC is only a facilitator in the entire transaction and shall in no way and under no circumstance whatsoever be responsible for any and all claims arising in respect of the Products, including delay, non-delivery, etc..

The Vendor agrees that it shall fully indemnify and keep KSPHC completely harmless against all/any claims, damages, losses or liabilities incurred by KSPHC vis-à-vis the Contractor/Buyer or any other third party in respect of the Products supplied by the Vendor through the Website.

The Agreement may be terminated by KSPHC upon the occurrence of any of the following events: