SELLER AGREEMENT

This Seller Agreement (“Agreement”) is made at Bangalore this Date____________ by and between,
SUPERMARKET GROCERY SUPPLIES PVT LTD, a company incorporated under the provisions of the
Companies Act, 1956 and having its registered office NO. 18, 2ND & 3RD FLOOR, 80 FEET MAIN ROAD,
KORAMANGALA BANGALORE Bangalore 560071, hereinafter referred to as “Company” (which
expression shall, unless it be repugnant to the context or the meaning thereof mean and include its
successors and permitted assignees, of the First Part; and ______________________________________
a company incorporated under the provisions of the Companies Act, 1956 and having its registered office
at _____________________________________________ here in after referred to as “Seller” (which
expression shall, unless it be repugnant to the context or the meaning thereof mean and include its
successors and permitted assignees) of the Second Part;
Company and Seller shall hereinafter be individually referred to as “Party” and collectively as “Parties”

WHEREAS Company is a company inter alia engaged in the business of wholesale trading and supply of
various grocery and related household products. Company also operates the platform
www.bigbasket.com (together with any Seller-branded application or media for mobile or other device,
the “Website”), for facilitating trading of products by Sellers directly to the consumers. The consumers
can place orders for products across several categories such as cakes, sweets, flowers, fresh meat and
fish, Ayurveda products, pet food etc., which the Company shall get delivered to the consumer’s
preferred choice of location. In this regard, the Company offers certain services to the Sellers.

AND WHEREAS the Seller is in the business of manufacture and sale of _________________ under the
brand name(s) of ______________________

AND WHEREAS Both the Parties are desirous of exploring mutually beneficial business synergies from
time to time, and have decided to record their intentions as herein below given.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Seller and the Company
hereby agree as follows:

1. Definitions: As used in this Agreement, the terms and expressions when used with the first letter
capitalized shall, unless the context otherwise requires, have the meanings assigned to them
hereunder. All capitalized items not defined in the said Schedule shall have the meanings assigned to
them in the other parts of this Agreement when defined for use in bold letters enclosed within quotes
(“”).

1.1. ‘Consumer’ means a registered Website user.

1.2. ‘Delivery’ means, in respect of a Product, delivery of such Product by a parcel service
etc., to the Consumer at the address specified by the Consumer, in the manner detailed under
Clause 3.3of this Agreement.
1.3. ‘Delivery Charge’ means any fee, charge or other amount payable to Company by the
Consumers, levied as part of the Seller invoice.
1.4. ‘Listing’ refers to the listing of Seller and his Products on the Website in accordance with
this Agreement.
1.5. ‘Payment’ refers to the collection of Price from the Consumer using the Payment Gateway
or by using Payment Instruments at the time of delivery of Products or by cash paid at the time
of delivery of the Products.
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 1.6. ‘Payment Gateway’ is the service provided by banks or third party processors to authorize
Payments on the Website using a Payment Instrument.
1.7. ‘Payment Instrument’ means the instrument used for making Payments, such as credit
card, debit card, bank account or such other lawful instruments of Payment as Company may
permit from time to time.
1.8. ‘Price’ means the price of the Products, inclusive of all taxes, Delivery Charges, any other
charges payable by the Consumers.
1.9. ‘Products’ refers to the products Listed by the Seller on the Website.
1.10. ‘Service Charges’ means such charges that are payable by the Seller to the Company, as
provided under Clause 4 of this Agreement.

2. Term: This Agreement shall commence on the Effective Date i.e. ______________and shall
remain in force till _______________, i.e. for a period of 1(one) years from the Effective Date.
The Agreement can be renewed as mutually decided by the Parties.

3. Services Offerings: The Company operates a marketplace through provision of a technology

platform to facilitate the sale of Products by Sellers to Consumers online. Towards this purpose, the
Company offers the following comprehensive services to the Seller:

(a) Listing Services;

(b) Payment Services;
(c) Delivery Services; and
(d) Payment Settlement Services.

3.1 Listing Services:

a. Agreement to List: By executing this Agreement, Seller agrees to have itself listed on the
Website by completing such formalities and procedures as the Company may prescribe from
time to time. Without limitation, such procedures may require Seller to upload information
related to the Products sold by the Seller, to be listed on the Website, provided they fall
within any of the product categories mentioned on the Website. The Seller shall only list
Products that are available in stock. Upon completion of the Listing procedures, Seller’s name
and Products shall be available for viewing by Consumers on the Website.

b. Seller’s Listing Rights and Obligations:

i. Seller shall, at all times, keep updated information about Products on the Website
including but not limited to images, Price, descriptions, Product features and stock
availability.
ii. Seller shall not List any Product on the Website that is legally prohibited or
restricted for distribution or sale.
iii. The Products shall be of the same quality as those offered routinely by Seller, i.e.,
to consumers who may avail of them without using the Website. Without limiting
the foregoing, Seller represents and warrants that all Products shall correspond to
their description and Price as viewed on or through the Website, be of
merchantable quality, and fit for use. The Company and Consumer shall not accept
any variation in Price from that shown and it is the Seller’s responsibility to accept
any losses arising out of the same. Any limitations or disclaimers as regards the
Products shall be clearly visible to Consumers together with information related to
the Products.

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 iv. Price Guarantee: The Seller shall guarantee the price shown to the customer at the
time of placing the order and shall not change the same at the time of execution of
the order.
v. Seller agrees and acknowledges that the Company reserves the right (i) to refuse
any Payment from the Consumers and (ii) to deactivate the Website for any
Consumer, temporarily or permanently, for any reasons including that of fraud etc.
vi. Seller shall fulfil all orders for the Products promptly and in accordance with best
commercial practices and as per agreed terms.
vii. Seller shall at all times comply with the steps laid down in Clause 3.3 for fulfilling
the order.
viii. Seller agrees and acknowledges that Company shall be free at all times to add,
delete modify any functionalities of the Website, list of Sellers on Website etc.
Further Company shall be entitled to frame from time to time, terms and conditions
for registration and usage of Website. However, Company shall notify Seller of the
revisions to the terms and conditions for registration and usage of the Website.

c. Company’s Listing Obligations

i. Subject to Seller’s continued adherence to this Agreement, Company shall continue
to display Seller’s name on the Website but makes no guarantee that the Listing
shall be available in any specific or uninterrupted manner for Consumer’s viewing
and use.
ii. For the avoidance of doubt, all contracts to purchase and sell Products shall be
directly between Consumer and Seller. Company disclaims any liability or obligation
as regards the Products and Seller agrees to indemnify Company against losses
arising out of Seller’s non-performance of its obligations to Consumer.

3.2 Payment Services:

a. The Seller shall raise the invoice on the Consumer for payment of the Price. As part of
Payment Services availed, and in consideration of payment of Service Charges by the Seller,
the Company shall provide the Consumers the option to pay for their orders (i) at the time of
placing the order via Payment Gateway or (ii) at the time of Delivery of the Products by using
Payment Instruments or by paying cash on delivery.
b. Seller agrees and acknowledges that Company does not guarantee or make any express or
implied warranty with respect to the Payment Gateway or security measures that it may
employ from time to time, or other procedures, services, including, without limitation, any
warranties on merchantability, satisfactory quality and/or fitness for a particular purpose.
All applicable taxes, rates and duties arising on account of sale of the Products on the
Website will be borne by the Sellers. Seller shall indemnify the Company from any loss arising
on account of a failure by the Seller to pay applicable taxes and duties at the appropriate
rates.

3.3 Delivery Services:

a. Company will pass Consumer orders to the relevant outlet of the Seller as indicated by the
Consumer.
b. The Seller will arrange to keep the Products ready within 15 minutes of order placement.
Company will then undertake pick-up of the Products ordered from the relevant outlet and
Deliver to the Consumer using its own delivery infrastructure (vehicles, personnel and
associated components) or through tie-ups with third party service providers.
c. The Company reserves the right to levy Delivery Charges to the Consumer. The Delivery
Charges will be determined based on category, distance, time of the day or other factors as
is relevant to the Company’s business and will be indicated to the Consumer on the Website.

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 3.4 Payment Settlement Services:
a. Except for the Delivery Charges, the Price collected by Company from the Consumer shall be
on behalf of the Seller and the Company shall pay over the same to the Seller against
fulfillment of the order placed by the Consumer. Subject to deduction of all amounts due to
the Company under this Agreement, including Service Charges, fee payable by the Seller for
Delivery services and Delivery Charges payable by the Consumer, the Seller shall be entitled
to 100% (one hundred per cent) of the Price paid for the Product. The Company shall raise
and provide the Seller with invoices towards deducted charges.
b. The Company shall credit the Payments collected from the Consumers on behalf of the
Sellers for the Products, to the Seller’s Account within 10 (Ten) days from date of delivery of
the Products to the Consumers.Company shall make available order wise details of all
Product sales on its Website. Seller shall reconcile the details provided on the Website with
its own records and bring any discrepancies to Company’s notice within a period of 5 (five)
days of the transaction having occurred. The Company shall cooperate with the Seller to
resolve such discrepancies and in the event that they are accepted, the Company shall
account for the same in the succeeding Payment to the Seller. For the avoidance of doubt,
all Payments are collected by the Company for and on behalf of the Seller does not
represent that it is, the direct or indirect seller of the Products.

4. Service Charges

In consideration of the services provided by the Company under this Agreement, the Seller shall
pay the Company a Service Charge. Company’s Service Charge is linked to the invoice value and
is as specified in Schedule A. Such Service Charge shall be subject to review on a half yearly
basis and may be revised by the Company from time to time taking into account transaction
volumes and such other factors as may be agreed between the Parties, and shall be applicable to
the Seller upon notice. Applicable service tax on all Service Charges shall be payable by the
Seller.

5. Terms and Conditions:

a. Right of Service: Company reserves the right to offer its services to the Seller. To register,
the Seller must provide all accurate details of the name of the store, the outlets, the
Products, and contact details.

b. Non-Exclusivity: As regards the Company, the Listing shall be on a non-exclusive basis in that
Company shall have the right to list other Sellers offering products identical with or
substantially similar to the Products of the Seller. Similarly, the Seller shall be free to sell the
Products in their outlets or list their Products for sale with any other listing or ordering
service. However, the Seller understands that Company is investing significant resources into
this partnership and hence commits to informing Company of any such arrangements with
other listing or ordering services at least 15 (fifteen) days in advance of the same.

c. Maintenance Services: Company shall endeavour to make the Website, including the Listing
and Payment Services, and Payment Gateway, available at all times except during routine
maintenance, updations etc., on the Website (hereinafter collectively “Maintenance
Services”). During the performance of such Maintenance Services, Company shall use its
best efforts to ensure that the Website continues to be operational and available. In the
event of any interruptions to the Website, Company shall endeavour to ensure that the
Listing and Payment Services and Payment Gateway are made available for utilisation as
soon as may be possible. Company shall not be liable for any losses, damages and/or
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 expenses incurred by the Consumer and/or the Seller in respect of any loss of access and/or
use or interruption in the use of the Website due to the Maintenance Services or otherwise.
Company shall be entitled but not obliged, to make changes, enhancements, and/or
modifications to the Website from time to time including, without limitation, the development
of updates, patches, upgrades and/or the procurement of new releases of any software.

d. Representations and Warranties: Each Party represents and warrants to the other Party that:
(i) It is duly organized, validly exiting, and in good standing under the laws of India;
(ii) It is solvent and has the ability to honor its commitments as and when they fall due;
(iii) It has the requisite right, power and authority to enter into this Agreement and
perform its obligations hereunder;
(iv) It is not subject to any restrictions, covenants or obligations that will affect the
execution or performance of this Agreement; and
(v) Any information made available or provided is at all times accurate and complete.

Seller shall be solely responsible for the accuracy of all information relating to the Products
displayed on Website.The Seller represents and warrants to the Company that the Products
are as per the Price, description, images, quantity and quality standards that are committed
to the Consumers and expected of transactions of similar nature.

The Company does not make any other express or implied warranties of any kind, including
without limitation:
(i) Warranties in relation to the use of the Website or the services provided hereunder
to the Seller;
(ii) Warranties of merchantability, fitness for a particular purpose, title and non-
infringement; and
(iii) Any implied warranty arising from course of dealing or usage of trade.

Without prejudice to any other provision of this Agreement, while Company shall use its best
endeavours to ensure that the services are provided uninterrupted, free from errors and free
of viruses, the Company does not warrant that the Website or the Payment Gateway will be
provided uninterrupted or free from errors or that any identified defect will be corrected; or
that they are free from any virus or other malicious, destructive or corrupting code, program
or macro, or that they shall provide any function not set out or described in any associated
documentation provided by the Company.

e. Intellectual Property Rights:

(i) Intellectual Property Rights mean (a) all inventions (whether patentable or otherwise and
whether or not reduced to practice), all improvements thereto, and all patents, patent
applications, and patent disclosures relating thereto, (b) all trademarks, service marks, trade
dress, logos, trade names, domain names and corporate names, and including all goodwill
associated therewith, and all applications, registrations, and renewals connected therewith,
(c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in
connection therewith, (d) all trade secrets and confidential business information (including
ideas, research and development, know-how, formulas, compositions, technical data,
designs, drawings, specifications, customer and supplier lists, pricing and cost information,
and business and marketing plans and proposals), (f) all other proprietary rights, and (g) all
copies and tangible embodiments thereof (in whatever form or medium).
(ii) Company is and continues to be the sole and absolute owner of the Intellectual Property
Rights in the Website, as well as other materials used in their design and development,
including but not limited to the computer software (in object code and source code form),

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 data, information, processes and design. The Seller shall not have any right, title or interest
in the same. The Seller shall also not be entitled to require the Company to provide the
source or object code of any software or any other Intellectual Property Rights of the
Company.
(iii) Seller shall be deemed to have granted Company a non-exclusive, non-transferable, royalty
free license to use the name and logos of Seller and its Products on the Website. Seller shall
continue to be the owner of its trademarks and its Products displayed on the Website.
(iv) Any permitted usage by either Party of its Intellectual Property Rightsshall cease forthwith
upon the expiration or termination of this Agreement. The Party shall thereafter neither use
such Intellectual Property Right nor claim any right, title or interest thereto.

f. Right of Termination: Either Party is free to terminate the Agreement by giving 30 (thirty)
days’ prior notice to the other Party, addressed to their registered offices or the addresses
mentioned in this Agreement. This Agreement shall stand immediately terminated upon
written notice by a Party, if (a) such Party determines that the other Party has committed a
material breach of its obligations under this Agreement which is not cured within thirty (30)
days from the date of written notice by such Party requiring the other Party in breach to cure
such breach; and (b) if the other Party is unable to pay its debts, or has filed in a court of
law an application for winding up, or has appointed or suffers the appointment of a receiver
or trustee for its business, property or assets, files or has filed against it any petition under
the bankruptcy or insolvency laws that is not finally decided within sixty (60) days of such
filing, or is adjudicated bankrupt or insolvent, or makes an assignment or composition for the
benefit of its creditors.
Upon termination, (i) the Parties shall pay/receive all accrued amounts till the date of
termination; (b) the Company shall cease Listing the Seller’s Products on its Website; (c)
each Party shall return all property of the other including any confidential information, and
shall certify that no confidential information has been retained by it; and (d) all vested
interests of the Parties and obligations that are meant to survive termination shall so survive.
It is further agreed by and between the Parties that any dispute that may arise in the course
of this Agreement shall not stall or stop the work that has already begun irrespective of the
fact that a dispute has arisen in respect of the work and notice of such dispute or termination
has been given to the other Party.

g. Confidentiality: Both Parties agree that all information and data and all matters thereof
learned by either Party in the course of this Agreement, or any information, data and/or
matters contained in documents and/or materials to which you have gained access to, during
the Agreement, or any aspect whatsoever of either Party’s operations (whether existing or
future operations) shall be kept and shall be maintained as strictly confidential; and as such
shall not be used, disclosed or made available to the other Party. Either Party will not disclose
the terms of this Agreement or any confidential or proprietary materials, which either Party
receives from the other Party or to which either Party gains access under this Agreement.
The Parties agree to protect the confidential information of the other with the same standard
of care and procedures used by themselves to protect their own confidential information of
similar nature.

h. Indemnification: Company shall be responsible for the safe delivery of the Products.
Company shall indemnify and keep indemnified the Seller from and against any and all
claims, suits, actions, demands or proceedings and all related damages, losses, liabilities,
cost and expenses (including but not limited to reasonable lawyers’ fees) arising out of or
relating to any delay in Delivery or damage to the Products from the time of order pick-up till
the time of Delivery of Products directly attributable to the acts of omission or commission or
negligence, dishonesty or misconduct of its personnel. All liability that may arise out of death,
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 injury or accident to any personnel of Company while delivering the Seller’s Products which
may arise out of and in the course of their duties, to the extent not attributable to the
Products being delivered, shall also be borne and paid by the Company and the Seller shall
not be liable to pay any damages or compensation or amount to any such persons or anyone
claiming through or under them or to third parties.
Seller hereby agrees to indemnify Company, its directors and officers from and against any
and all claims, suits, actions, demands or proceedings and all related damages, losses,
liabilities, cost and expenses (including but not limited to reasonable lawyers’ fees) arising
out of or relating to (a) delay or failure to keep the Product ready for Delivery by the
Company; (b) failure to dispatch the Product of the promised description, Price, quality,
quantity or packaging or wrongful dispatch of product not meeting the description of the
Product in question; (c) any inaccuracies or misrepresentations with respect to the Products
on the Website; (d) any health complaints by Consumers arising directly or indirectly from
the Products; (e) any breach by Seller of its obligations under this Agreement; or (f) violation
or breach by Seller of any law, rules or regulations.

i. Limitation of Liability: Neither Party shall, to the maximum extent permitted by law, be liable
for any lost profits, or for any other indirect, special, incidental, punitive or consequential
damages arising out of or in connection with this Agreement, however caused, and under
whatever cause of action or theory of liability brought (including, without limitation, under
any contract, negligence or other tort theory of liability) even if such Party has been advised
of the possibility of such damages. Notwithstanding anything contained in this Agreement,
the liability of the Company under this Agreement shall in no event exceed 25% of the Price
of the Product in question.

j. Non Hire: The Parties therefore mutually agree that neither Party shall without the other
Party’s prior written consent either during or within 1 (one) year after the termination or
expiry of the Agreement, engage, employ or otherwise solicit for employment/engagement
any person who during the relevant period was an employee or subcontractor of the other
and with whom such party had material contact in connection with any contract under these
terms. This clause will be valid even after termination of services for whatsoever reason. In
case either Party breaches this provision, such Party has to pay the other six times the
monthly cumulative remuneration of the person concerned, towards recovery of the amount
invested by the other Party for training such person.

k. Force Majeure: Performance of either Party may be suspended in whole or in part in the
event of a Force Majeure event, including but not limited to war, strike, theft, tempest,
sabotage, change of law, any act of God, or any other event beyond the reasonable control
of such Party. Immediately on the occurrence of a Force Majeure event, the Party affected by
the Force Majeure shall notify the other Party of the same and the expected duration of such
condition. It is expressly agreed that neither Party shall be liable for any default, delay or
lapse occurring due to reasons of Force Majeure. In the event that the Force Majeure event
continues for a period exceeding 2 (two) months, the Party unaffected by the Force Majeure
event may terminate this Agreement by written notice to the other Party.

l. Relationship between Parties: The Parties to this Agreement are independent contractors and
nothing in this Agreement shall make them joint ventures, partners, employees, agents or
other representatives of the other Party hereto. Neither Party shall make any representation
that suggests otherwise. The Agreement is being executed on principal to principal basis.

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 m. Assignment: The Seller shall not assign or otherwise transfer the rights, benefits, duties and
obligations under this Agreement to any other party without the prior written consent of the
Company.

n. Dispute Resolution: This Agreement shall be governed by the laws of India. In the event of
any dispute, the Parties will resort to arbitration in accordance with the Arbitration and
Conciliation Act, 1996. The Parties shall refer such disputes to a sole mutually appointed
arbitrator based in Bangalore. The venue for resolving disputes will be at Bangalore. Subject
to the foregoing, the courts of Bangalore, India shall have exclusive jurisdiction in respect of
any dispute between the Parties under this Agreement.

o. Notice: Any notice or other communication to be given under this Agreement shall be in
writing and shall be served by personal delivery or by facsimile or by prepaid registered post
or by courier to the addresses of the Parties specified in this Agreement or as are notified by
either Party to the other from time to time. Any notice or communication given under this
Agreement shall be deemed to be served/ received by the other Party within 48 (forty eight)
hours of posting, or immediately upon personal delivery or faxing if the transmission report
indicates that the fax transmission was successful on address in the recitals.

p. Severability: If any provision of this Agreement is found by any court of competent

jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the
other provisions of this Agreement, and all provisions not affected by such invalidity shall
remain in full force and effect. The Parties shall nevertheless be bound to negotiate and
settle an alternate clause that shall be as close to the intent of the original clause and which
shall nonetheless be valid and enforceable.

q. No Waiver: The waiver by either Party of a breach or default of any of the provisions of this
Agreement by the other Party shall not be construed as a waiver of any succeeding breach of
the same or other provisions; nor shall any delay or omission on the part of either Party to
exercise or avail itself of any right, power or privilege, operate as a waiver of any breach or
default by the other Party.

r. Entire Agreement: This Agreement constitutes the entire understanding of the Parties with
respect to the subject-matter hereof. There are no promises, covenants, undertakings other
than those set forth herein. Any modification or amendment to this Agreement shall not be
valid unless set forth in writing and signed by duly authorized representatives of both the
Parties.

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 For SGSPL For [Company Name]
Name Name
Designation City Head – Alliances Designation

Signature Signature

Company
Company
Seal
Seal

SCHEDULE B

Seller Information

Name of Seller (Company Name)

Brand Name of Seller

Registered Address of Seller

Company Incorporation Number #

VAT Registration #

TIN / TAN #

Company Contact #

Company Contact Email ID

Name of Key Contact Person

Designation of Key Contact Person

Contact #

Contact Email ID

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