Distributor / Seller Terms & Conditions

This Distributor Terms & Conditions Policy (hereinafter referred to as “Policy”) govern the onboarding and participation of distributors, sellers and other eligible business entities (“Distributor”) on SutraFin (“Platform”), owned and operated by SutraOS Technologies Private Limited (“Company”). The Platform facilitates B2B transactions between Distributors and Buyers. Unless otherwise agreed in writing, the Company does not purchase, sell or own the goods offered through the Platform, and the Distributor remains responsible for the goods, applicable pricing, taxes, invoicing, delivery and compliance with applicable law. By accessing or using the Platform as a Distributor, the Distributor agrees to comply with this Policy and the other applicable policies and terms of the Platform.

1. Eligibility and Onboarding

1.1Distributors are required to operate a lawful business and hold all registrations, licences, approvals, permits and authorisations applicable to the sale, storage, distribution and supply of the goods offered through the Platform.

1.2Distributors are required to have the necessary rights and authorisations to sell and distribute the products listed on the Platform.

1.3Information provided during onboarding and subsequently must be accurate, complete and current. Material changes affecting a Distributor’s eligibility or ability to lawfully supply goods should be promptly notified to the Company.

1.4The Company may accept, reject, defer or place conditions on onboarding or continued participation based on applicable verification, documentation or compliance requirements.

2. Verification and Compliance Documentation

2.1The Company may request information and documents reasonably required for onboarding, verification and compliance, including GSTIN, PAN, business and entity details, address, authorised representative details, bank details where relevant, FSSAI registration or licence where applicable, brand or distribution authorisations and category-specific licences or approvals.

2.2Documents and information provided by a Distributor must be genuine, accurate, complete and valid.

2.3Distributors are required to maintain and provide updated licences, registrations, certificates and other compliance documents where requested by the Company.

2.4The Company may request supporting information or documents where reasonably required for verification, compliance, investigation of complaints or enforcement of applicable Platform policies.

2.5Failure to provide required information or documentation may result in restriction or suspension of the Distributor’s access to the Platform or relevant listings.

3. Product Listings and Information

3.1Distributors are responsible for ensuring that all product information submitted or provided for display on the Platform is accurate, complete, current and not misleading.

3.2Product information may include, as applicable:

1. product name and description;
2. brand and manufacturer details;
3. product specifications, quantity and variants;
4. price and applicable taxes;
5. HSN or other applicable classification;
6. MRP, where applicable;
7. images and other product material;
8. batch, manufacturing, expiry or best-before information, where applicable;
9. applicable licences, certifications or regulatory information; and
10. inventory and availability.

3.3Any inaccurate, incomplete, misleading or outdated product information must be promptly corrected by the Distributor.

4. Product Legality and Quality

4.1All goods offered or supplied through the Platform are required to be genuine, lawful, fit for sale and compliant with applicable laws and regulatory requirements.

4.2Distributors must not list, offer or supply counterfeit, stolen, expired, recalled, unsafe, adulterated, unlawfully imported, defective, prohibited or otherwise unlawful goods, and are required to comply with the Platform’s Prohibited & Restricted Products Policy.

4.3Distributors are responsible for maintaining the quality, authenticity and legality of goods offered and supplied through the Platform.

4.4The Company should be promptly informed of any product recall, safety concern, regulatory action, prohibition, licence suspension or other matter that may affect the legality or safety of goods offered through the Platform.

5. Food Products

5.1Distributors offering food products on the Platform are required to hold and maintain all applicable food safety registrations, licences and approvals, including FSSAI registration or licence, as applicable to the nature of the business and products.

5.2Food products must comply with applicable food safety, labelling, packaging, storage, shelf-life and quality requirements.

5.3Distributors must ensure that food products supplied through the Platform are within their permitted shelf life and are stored, handled and transported in accordance with applicable requirements.

5.4Product listings for food products should contain all information required under applicable law, including applicable declarations, ingredients, nutritional information, allergen information, net quantity, manufacturing or packing details, expiry or best-before information and other mandatory particulars, as applicable.

6. Packaged Commodities and Mandatory Declarations

6.1Distributors offering packaged commodities are required to comply with applicable legal metrology and packaged commodity requirements.

6.2Mandatory declarations on packaged products, including net quantity, MRP, manufacturer or packer details, country of origin and other applicable particulars, must be accurate and appropriately displayed.

6.3Distributors are responsible for ensuring that the information displayed on the Platform is consistent with the declarations appearing on the relevant product packaging.

7. Pricing, Taxes and Invoicing

7.1Distributors are responsible for determining and displaying accurate product prices and applicable taxes in accordance with applicable law and the commercial terms applicable to the Platform.

7.2Distributors are responsible for maintaining valid GST registration, where applicable, and complying with applicable GST requirements, including invoicing, tax collection, reporting and payment obligations.

7.3Distributors are responsible for issuing valid and legally compliant tax invoices for transactions with Buyers.

8. Orders and Inventory

8.1Distributors are responsible for maintaining accurate inventory and availability information for products listed on the Platform.

8.2Distributors must accept and process orders only where the relevant products are available for supply.

8.3Distributors must promptly update inventory information where such functionality or process is made available through the Platform; where products become unavailable or their availability materially changes.

8.4Repeated cancellation of confirmed orders due to inaccurate inventory or availability information may result in restrictions on the Distributor’s listings or access to the Platform.

9. Delivery

9.1Distributors are responsible for timely and proper delivery of goods to Buyers in accordance with the applicable order terms and Shipping & Delivery Policy.

9.2Goods must be appropriately packed, labelled and handled to prevent damage, contamination, deterioration or other loss during delivery.

9.3Distributors are responsible for providing accurate dispatch and delivery-related information and for updating the same where required.

9.4Any delay, shortage, damage or other issue affecting delivery should be promptly addressed by the Distributor and, where relevant, notified to the Company.

10. Returns, Refunds and Customer Complaints

10.1Distributors are responsible for handling returns, replacements, refunds and other post-sale obligations applicable to the goods supplied through the Platform, in accordance with applicable law, the order terms and relevant Platform policies.

10.2Distributors must address complaints relating to defective, damaged, incorrect, expired or otherwise non-compliant goods supplied by the Distributor.

10.3Distributors are responsible for ensuring that refunds or other amounts payable to Buyers are processed in accordance with applicable requirements and the applicable commercial terms.

11. Buyer Information and Data Protection

11.1Distributors may receive or access Buyer information only to the extent necessary for processing orders, delivery, returns, customer support and other permitted purposes connected with transactions on the Platform.

11.2Buyer information must be handled securely and in accordance with applicable data protection and privacy laws.

11.3Distributors must not use Buyer information for unauthorised marketing, solicitation, profiling, sale, disclosure or any purpose unrelated to the relevant transaction or permitted Platform services.

11.4Distributors must promptly notify the Company of any unauthorised access, disclosure, loss or other security incident involving Buyer information received through the Platform.

12. Intellectual Property and Listing Material

12.1Distributors are responsible for ensuring that product names, descriptions, images, logos, trademarks and other materials submitted for listing on the Platform do not infringe the intellectual property or other rights of any third party.

12.2Distributors should use only those product images, brand materials and other content for which the Distributor has the necessary rights or authorisations.

12.3The Company may display, reproduce, modify or otherwise use product information and listing material provided by Distributors to the extent reasonably required for operating, promoting and facilitating the Platform, subject to applicable rights and restrictions.

12.4The Company may remove or restrict any listing or material where there is a suspected infringement, legal concern or violation of applicable Platform policies.

13. Platform Fees and Commercial Terms

13.1Distributors may be required to pay applicable Platform fees, charges or other amounts in accordance with the commercial terms communicated by the Company.

13.2Applicable fees and commercial terms may vary depending on the relevant products, services, transaction arrangements or commercial schedules.

13.3Any specific commercial arrangement relating to fees, settlement, promotional schemes or other commercial terms will be governed by the applicable commercial terms or separate written arrangement.

14. Payment and Role of the Company

14.1The Platform facilitates B2B transactions between Distributors and Buyers. The underlying sale and supply of goods is between the relevant Distributor and Buyer.

14.2Unless otherwise agreed in writing, the Company does not purchase, sell or take title to the goods offered through the Platform.

14.3Under the current payment model, payments for goods are made directly by the Buyer to the relevant Distributor. The Company does not receive or hold payments made by the Buyer towards the purchase of goods.

15. Records and Verification

15.1Distributors are expected to maintain records relating to orders, invoices, products, licences, inventory, taxes, delivery and other matters relevant to their participation on the Platform.

15.2Distributors are required to cooperate with reasonable verification and compliance requests made by the Company.

16. Suspension and Restrictions

16.1The Company may restrict, suspend or remove a Distributor’s access to the Platform, listings or relevant services where the Company reasonably considers it necessary due to:

1. violation of this Policy or another applicable Platform policy;
2. inaccurate, incomplete or misleading information;
3. failure to provide required verification or compliance documents;
4. sale or listing of prohibited, restricted or unlawful products;
5. repeated order, delivery, quality or customer complaints;
6. suspected fraud, misuse or other unlawful activity; or
7. a legal, regulatory, security or operational requirement.

16.2The Company may take immediate action where required to protect Buyers, the Platform or other stakeholders or to comply with applicable law.

17. Distributor Responsibility

17.1Distributors remain responsible for the goods offered and supplied through the Platform and for the sale and supply of such goods to Buyers. Participation on the Platform does not transfer such responsibility to the Company.

17.2Any indemnity, liability or other contractual obligations applicable to a Distributor will be governed by the applicable written commercial agreement, where applicable.

18. Cessation of Platform Participation

18.1A Distributor may discontinue participation on the Platform in accordance with the applicable account closure process. The Company may also restrict, suspend or discontinue a Distributor’s participation in accordance with this Policy, other applicable Platform policies, applicable law or the terms of any separate commercial arrangement with the Distributor.

18.2Upon discontinuation of participation, the Distributor remains responsible for completing any pending orders, deliveries, returns, refunds or other obligations arising from transactions undertaken through the Platform, to the extent applicable. Discontinuation will not affect any rights, obligations or liabilities that have accrued prior to such discontinuation or that are intended to survive under applicable terms or law.

19. Policy Updates

19.1The Company may update this Policy from time to time to reflect changes in the Platform, business practices, applicable law, regulatory requirements or compliance standards.

19.2The updated version will be made available through the Platform or communicated through appropriate channels, as applicable.

19.3Continued participation on the Platform following an update will be subject to the updated Policy, to the extent permitted by applicable law and the applicable commercial arrangements.

20. Governing Law

20.1This Policy is governed by the laws of India.

20.2Subject to any separate contractual arrangement between the Company and the Distributor, courts at Hyderabad, Telangana, India will have jurisdiction over matters arising in connection with this Policy.

21. Contact and Grievances

21.1Distributors may contact the Company through the contact details or grievance mechanism made available on the Platform for queries, complaints or concerns relating to this Policy or their participation on the Platform.