Supplier Terms and Conditions

Effective date: 8^th May 2021

The Barkxon Supplier Agreement, (“Agreement”) contains the legal terms and conditions which shall govern the relationship between Barkxon (“Barkxon”, “Us” “We” or “Our”), an establishment registered under Maharashtra Shops and Establishment Act, 2017 based in Kothrud, Haveli, Pune 411029, and You or the entity represented by You (including but not limited to, your successors in interest, affiliates, and assigns wherever applicable), hereinafter also referred to as the “Vendor” and or the “Supplier” (hereinafter the terms used interchangeably).  

Scope of Agreement:

Barkxon hosts an online platform that enables our customers to provide us with their product designs (such as drawings, 3D models, and images), technical specifications, and product quantities to get Product (the term “Product” shall hereinafter, for the purpose of this Agreement be deemed to include the term “Part”, “Parts”, “Product”, or “Products” as the Work Order may specify) manufactured. Barkxon works with third-party suppliers to fulfil these customer requirements efficiently and cost-effectively while ensuring product quality. 

For the abovementioned purpose, this Agreement shall govern all the relevant terms and conditions. By registering as a Supplier on our website, You acknowledge that You have read, understood, and agree to all the Terms and Conditions without exception, and shall comply with all applicable terms, laws, and regulations.

Nothing in this Agreement shall be construed to create an employer-employee relationship or obligation between Barkxon (or our successors in interest) and the Supplier.

This Agreement is to be read with and interpreted in light of all further official written agreements that may take place between Barkxon and the Supplier. 

1. Supplier Registration

1.1. You represent and warrant that You are the Owner or authorized representative of the company herein identified as the Supplier and are in compliance with all required Central and State laws of the land, including but not limited to registration, licensing, labour, and taxes.  

1.2. The Terms and Conditions are subject to change at any time, and such changes shall be effective immediately upon posting of the modified version on the Website. Barkxon shall, via email, update You every time there are changes or additions to the terms and conditions, however, You are solely responsible for ensuring that You comply with the latest Terms and Conditions and with all other laws, rules, and regulations as may apply to You, for the purpose of this agreement. 

1.3. To complete the registration process, You need to provide the required details on our Website, post which our Representative would contact You for verification. 

1.4. You undertake to provide true, accurate, current, and complete information about Yourself, including but not limited to Your legal, and financial status, and Your manufacturing capabilities as prompted by the Websites’ registration form. 

1.5. You undertake to indemnify Barkxon in case of any damages caused by false or incorrect information being submitted by You.  If any information provided by you is proved to be untrue, inaccurate, not current, or incomplete, or if Barkxon has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate the Agreement with immediate effect.

2. Work Order:

2.1. Once registered and verified as a Supplier, you shall be eligible to receive a Work Order from us. 

2.2. The Supplier undertakes to perform the work specified in the Work Order pursuant to the terms therein and this Agreement, including but not limited to manufacturing, testing, calibrating, inspecting, handling, identifying, and otherwise completing the manufacturing of the final product, in compliance with the specifications, price, and delivery schedule provided by us. 

2.3. You represent, warrant, and covenant that: (i) You have a quality management system in place meeting industry standards; (ii) ensure that you and any of your subcontractors do not use any illegal or counterfeit parts, processes, products, materials, goods or supplies in connection with the manufacture of any products; and (iii) You will ensure that Your personnel are aware of their contribution to product conformity and product safety and that such personnel are at all times working in a manner that is safe and ethical; (iv) You will notify Barkxon of any changes in processes, products or services, subcontractor or location; (v) You will immediately notify Barkxon in writing in the event of any non-compliance with the terms of the Work Order and/or these Terms and Conditions.

2.4. You acknowledge that registering as a Supplier does not in any manner provide any assurance of Work Orders offered to you.

2.5. In case of a sub-assignment of service, the Supplier shall be responsible to ensure that the specifications, quality, deadline, and pricing are maintained by their assignee. 

3. Taxes & Shipment:

3.1. The Supplier shall be responsible for ensuring shipment of the product to the location specified by Barkxon and shall be responsible for its insurance and due care till the handover of the product is made either to Barkxon, or its authorized representative or to the Customer, or their representative.  

3.2. Unless otherwise stated in the Work Order all duties, costs, taxes, insurance premiums, and other expenses relating to the transportation and delivery of the manufactured product, shall be at the Supplier’s expense.

4. Testing and Quality Compliance:

4.1. The product made in accordance with an issued Work Order is subject to an acceptance test by Barkxon and/or applicable Customer. 

4.2. Barkxon and/or the customer reserve the right to reject any portion or the whole of any shipment of Products that are not conforming with Specifications. Supplier shall be informed of such rejection within 21 business days of receipt of shipment by Barkxon or customer, as the case may be. In case of a notice of rejection, the Supplier undertakes, at no extra cost to Barkxon or the customer, to either rectify the defects or provide replacement of products at the earliest.  

4.3. If the customer determines that the parts of the product or the entire product, as rectified or replaced, still do not comply with the requirements as specified in the Work Order, Barkxon may either (a) engage a third party to rectify and supply the finished product, and deduct the costs and other reasonable expenses associated with such correction from the fees owed to the Supplier, or (b) cancel the Work Order without payment of any fees, costs, or expenses to the Supplier. 

5. Price and Payment

5.1. Barkxon shall charge a markup on top of the manufacturing cost for each product. This markup charged shall be above and beyond the quote by the Supplier and shall be determined by the sole discretion of Barkxon for each product. 

5.2. All financial transactions shall be made via bank transfer, unless mutually agreed otherwise, and the details of the same communicated over email between Barkxon and the Supplier.

6. Confidential Information, Intellectual Property Rights, and Non-Disclosure requirements:

6.1. The intellectual property rights of all work, including but not limited to 3D models, drawings, images, blueprints, design plans, specifications, etc which may be shared with you with the Work Order, including without limitation, any and all derivative works like 3D renders, shall rest with the original owners of the work. 

6.2. Confidential Information shall be defined as any and all information that is made available to you in pursuant of this Agreement, any Work Order under this Agreement or any other subsequent written arrangement, including but not limited to, intellectual property rights, trade secret, actual manufacturing cost of each product, and business practices. 

6.3. You are hereby granted a non-exclusive, non-transferable, non-sublicensable, limited license to use overall intellectual property shared via the Work Order for the sole purpose of performing its obligations hereunder. You agree that within 18 months upon the completion of your obligations for any Work Order, upon request by or on service of notice under 8.1 by Barkxon, you will return or destroy all intellectual property rights, which belong to either Barkxon or any of our customers, in your possession. 

6.4. You undertake not to disclose confidential information to any third party without express written permission from Barkxon; provided that you may disclose such models and information to its employees who have a need to know. You are however obligated to ensure that they are also bound by confidentiality agreements and obligations no less restrictive than those contained herein.

7. Indemnification and Limitation of Liability 

7.1. You shall defend, indemnify, and hold harmless Barkxon, and each of our employees, contractors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from any violation of law or legal responsibility for any breach of terms of this Agreement by you, your agents, assignees, or legal representatives, including but not limited to a breach of non-disclosure terms. 

7.2. You additionally agree to indemnify us and each of our employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees that arise from any deficiency in the completion of the Work Order, which leads to a loss to the Customer. 

7.3. Notwithstanding anything herein to the contrary, the Supplier acknowledges and agrees that Barkxon shall not be liable for any losses or damages, in terms of profits, goods, or services that the Supplier may suffer due to entering into this Agreement.

7.4. In no event shall Barkxon or any of its employees be individually liable to the Supplier for any damage unless Barkxon’s act or failure to act involves intentional misconduct, fraud, or a knowing violation of the law.

8. Termination

8.1. Notwithstanding anything mentioned in this Agreement, and subject to any other agreement between Barkxon, in case of failure to fulfill the Work Order, repeatedly failing quality tests, being declared insolvent, or for the breach of this Agreement, Barkxon can terminate the Agreement with immediate effect by serving a notice to the Supplier.

9. Applicable Law: 

9.1. This Agreement shall be governed by and constructed in accordance with the laws of India. Any and all disputes arising under these terms and conditions shall be subject to the sole jurisdiction of the courts of Pune, Maharashtra, India.

10. Miscellaneous:

10.1. Neither party nor affiliates, agents, or representatives shall not be liable for any failure or delay to perform our obligations hereunder where such failure or delay results from any cause beyond our reasonable control, including any sudden State or Central legislation, or any act of God.

10.2. The provisions and legal obligations under this Agreement, which by their terms call for a specific performance subsequent to the termination of this Agreement, shall so survive such termination. 

10.3. The latest version of this Agreement shall be read with and interpreted in the light of the terms and conditions specified in individual Work Orders and any subsequent agreement between the parties.