These Terms form an integral part of the Merchant Enrolment Form by Choicest (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the “Merchant”), and Choicest, regarding the use of Choicest Platform (as defined below) for the purchase of Goods (as defined below) by the Merchant from Choicest.

1, Definition

‘Commencement Date’ means the date on which the Merchant receives a confirmation email from Choicest upon successful completion of the sign-up process on the Choicest Platform or the date of execution of the Form, whichever is earlier.

‘Credit Facility’ means the option availed by the Merchant to place Order(s) on a credit basis during the Credit Period.

‘Credit Limit’ means the maximum amount that the Merchant is permitted to keep as outstanding during the Credit Period which may be revised by Choicest at its sole discretion without any prior intimation. This Credit Limit shall be communicated by Choicest to the Merchant in writing from time to time. 

‘Credit Period’ means the period as communicated by Choicest to the Merchant, within which the Merchant shall clear all its outstanding dues. 

‘Goods’ shall mean the goods available on the Choicest Platform.

‘Choicest Platform’ means the online technology platform owned by Choicest where the Goods are displayed and the Merchant can place Order(s) for the Goods.

‘Logistics Partner’ means third party logistics service provider, who delivers the Goods to the Merchant.

‘Merchant’ means the entity/individual being the legal owner/operator in the HORECA (hotel, restaurant or catering) sector as mentioned in the Form.

‘Merchant Content’ means any content including reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data provided on the Choicest Platform.

‘Order(s)’ means an order placed by the Merchant with Choicest for the purchase of Goods via the Choicest Platform or otherwise through offline assisted sales.

‘Parties’ means Choicest, the Vendor and the Merchant.

‘Perishable Goods’ shall mean goods including fruits and vegetables, frozen products, dairy products, chicken and eggs, mutton and seafood etc. that have a limited shelf life and are prone to spoilage, decay, and/or deterioration.

‘Price’ means the selling price of the goods as indicated on the Choicest Platform by the respective Vendor and/or communicated by Choicest to the Merchant at the time of placing Order(s) and/or as intimated by Choicest to the Merchant from time to time.

‘Services’ means the services offered by Choicest to the Vendor and the Merchant through the Choicest Platform.

‘Vendor’ means wholesale supplier of vegetables, fruits and/ or meat.

‘Website’ means www.choicest.in (including the webpages contained or hyperlinked therein and owned or controlled by Choicest), and such other media or media channels, devices, mobile applications, software, or technologies as Choicest may choose from time to time.

‘Choicest Content’ means the content that Choicest creates and makes available in connection with the Choicest Platform and the Goods including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate ratings, reports and other usage-related data in connection with the activities associated with the Merchant’s account.

2, General Understanding

a, Vendor will list and display the Goods and the Prices on the Choicest Platform. The Merchant, upon signing up on the Choicest Platform, may use the Choicest Platform to browse, select and place Order(s) for purchase of the Goods.

b, Note that the vendor is solely responsible for the supplies (including quality, timeliness of supply, etc.)

c, Once the Order is placed, Choicest will indicate the tentative delivery time on the Choicest Platform and provide the Merchant with functionality to check for updates on the delivery status of the Order. 

d, The Vendor agrees to display true images and description of the product on Choicest platform and ensures to supply such goods in conformity with the disclosures within the stipulated timelines. Else, the Vendor will be held liable for any such losses.

3, QUALITY STANDARDS; COMPLIANCE WITH APPLICABLE LAW:

i, The Vendor will supply the Goods based on the description and specification of the Order(s) placed by the Merchant from time to time on the Choicest platform.

ii, Parties shall conduct themselves in accordance with these terms and be in compliance with all applicable laws.

iii, The Merchant understands and agrees that Choicest shall never be liable for manufacturing and/or manufacturing relating aspects of the Goods, as Choicest only sources the Goods from third-party Vendors. It is hereby clarified that any issue concerning the manufacturing of the Goods including but not limited to quality, ingredients, shelf-life of the Goods, details on the packaging of the Goods etc., as may be required under applicable laws shall be the sole responsibility of the third party manufacturer and Choicest shall not form Party to such disputes. Choicest however shall extend its support to connect the Merchant with the third-party manufacturers. Further, Choicest disclaims its liability concerning deliveries of the Goods where the Goods are directly delivered from the third-party manufacturer to the Merchant’s location.  

iv, The Merchant understands and agrees that Choicest does not accept any cash deposits into its bank account and the Merchant shall be solely liable and responsible for any consequences arising from making any cash deposits into Choicest’s bank account. The Merchant hereby agrees that in case any cash deposits are done by the Merchant or any of its authorised representatives, Choicest reserves the right to treat such cash deposit(s) in accordance with applicable tax laws and the Merchant shall indemnify Choicest for any losses/consequence(s) which Choicest may incur from treatment of such cash deposits in accordance with applicable tax laws.  

4, Term and Termination

i, The arrangement between the Parties shall start on the Commencement Date and unless terminated in accordance with this clause shall continue indefinitely (‘Term’).

ii, Either party may terminate the arrangement, with or without cause, at any time by giving a seven (7) day prior written notice to the other party.

iii, Choicest reserves the right to terminate the arrangement or suspend the access of Choicest Platform to the Merchant with immediate effect if:

a, Merchant defaults in making payment for two (2) consecutive times;

b, Upon the happening of any of the insolvency events such as bankruptcy, appointment of a receiver, administrator, liquidator, winding up, dissolution;

c, Choicest identifies any fraudulent and/or suspicious activity on the Merchant’s account;

d, The Merchant fails to comply with applicable laws and/or these Terms.

iv, Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the Parties at the date of termination; and (b) shall have no effect on: (i) the validity of Goods already supplied to the Merchant; or (ii) Merchant’s obligations to pay for Goods already purchased and/or delivered in accordance with these Terms.

5, Pricing of Goods

Vendor agrees to sell the Goods to the Merchant at the Price as indicated on the Choicest Platform at the time of placing Order(s) or at such other price as mutually agreed between the Parties from time to time. Choicest reserves the right to revise the said Price at its sole discretion at any given time without prior notice to the Merchant prior to placing of Order(s).

6, Quality of Goods

i, It will be the responsibility of the Merchant to check the quality and quantity of the Goods at the time of delivery. In case the Merchant fails to raise any concerns related to quantity and/or quality of the Goods at the time of delivery, the Merchant will not have the right to raise a replacement request thereafter. The Merchant agrees that Choicest will not be responsible for any deficiency, damage, or claims as regards the quality or quantity of Goods after the Goods have been delivered to and accepted by the Merchant.

ii, The Merchant will utilize the Goods ordered from the Choicest Platform before the specified expiry date, failing which, Choicest will not be held liable in any way for the quality of such Goods supplied.

iii, In the event the delivery of Perishable Goods is delayed due to any reason(s) attributable to the Merchant and the quality of such Perishable Goods is affected, the Merchant hereby agrees that Choicest shall not issue any refunds for such Perishable Goods whose quality has been affected.

iv, The Merchant hereby agrees that any reverse pickup request of Order(s) shall be accepted by Choicest only once a new Order request is placed with Choicest, so that the reverse pickup can be done at the time of delivery of the new Order. Further, any reverse pickup request along with the new Order request shall have to be placed with Choicest within a maximum period of 7 (seven) days from the date of delivery of Order which requires reverse pickup. Failure to initiate a reverse pickup within 7 (seven) days from the date of delivery will result in automatic expiration of the product return opportunity

7, Delivery Timeline

Order(s) placed by the Merchant through the Choicest Platform on any day will be delivered to the Merchant at the time-slot agreed at the time of placing the Order(s). Orders placed by the Merchant through the Choicest Platform will be delivered within the time-slot agreed upon at the time of placing the Order. However, the Merchant agrees that there can be a variation in the delivery timelines wherein an Order may be delivered one day later and the same is communicated to the Merchant through the Choicest Platform. 

8, Obligations of Merchant

i, Merchant will make timely payment of invoices raised by Choicest for the sale of Goods in accordance with the Form and/or these Terms. 

ii, Merchant will accept the delivery of Goods once it arrives at the designated location of the Merchant, without causing any delay. Choicest will attempt delivery only once. In case, there is a delay of more than ten (10) minutes in accepting the delivery of the Goods, Choicest reserves the right to recall the Goods without refunding the payment for the Goods to the Merchant.

iii, Merchant will provide all information and support that may reasonably be requested by Choicest to enable it to discharge its duties under these Terms.  

iv, If the delivery address of the Merchant requires delivery of the Goods on a higher floor (more than two (2) floors) of a building, it will be the Merchant’s sole responsibility to provide an elevator service/assistance to deliver the Goods to the designated address.

v, Merchant will ensure that the information provided to Choicest is current and accurate, including but not limited to the Merchant’s name, address, contact telephone number, email, manager/contact person details, delivery address, delivery times, and other relevant information.

vi, The Merchant may request for cancellation of Order(s) placed through the Choicest Platform, however, upon receiving such a request, Choicest will review such request basis certain factors including but not limited to the timeline within which cancellation request is placed with Choicest for cancelling the specified Order(s). However, the Merchant hereby acknowledges that Choicest does not guarantee any cancellation of Order(s) and related returns and/or refunds once the Order has been placed on the Choicest Platform.

vii, The Merchant will be solely responsible for the non-delivery of the Goods, in case the Merchant fails to accept the delivery of Goods at the designated location and within the agreed timelines due to reasons attributable to the Merchant. Choicest further reserves the right to levy a penalty for the losses suffered by Choicest due to such failure in accepting the delivery within the agreed timeline.

9, Invoice and Payments

i, Choicest will deliver the Goods along with the relevant invoice.

ii. In consideration for the Goods sold by Choicest, the Merchant shall be liable to pay Choicest the Price, as reflected on the Invoice shared at the time of delivery of Goods to the Merchant. 

iii, Merchants availing the Credit Facility:

Merchants who are eligible and avail the credit facility from Choicest, agree to be bound by the following terms;

a, They will clear the Invoices within the Credit Period as informed by Choicest to the Merchant from time to time, failing which Choicest reserves the right to disable the Merchant from placing any further Order(s) via Choicest Platform till such time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Choicest under these Terms or as per applicable laws. Choicest, also reserves the right to, at its own discretion, levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues.

b, Notwithstanding anything contrary contained in these Terms or the Form, the Merchant, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes Choicest to withhold and deduct any amounts payable to the Merchant under any agreement, arrangement or understanding between the Merchant, Vendor and Choicest, and apply such amounts to set off any amounts owed by the Merchant to Choicest under, or in connection with the Form and/or Terms. 

c, That any information provided by you including your PAN and GST details for the purposes of availing Services from Choicest, may be shared by Choicest with third party service provider(s) for evaluating (i) whether Choicest can extend You the Credit Facility; and (ii) the Credit Limit which can be sanctioned to you by Choicest. 

d, That it shall for the purposes of availing Credit Facility (i) maintain sufficient funds in its bank account; and (ii) provide copy(ies) of undated cheques (“UDC”) and/or bank guarantees in favour of Choicest, as a security for availing Credit Facility from Choicest. The Merchant acknowledges and agrees that Choicest reserves the right to encash the UDC and/or bank guarantees in case the Merchant defaults to clear any Invoice(s) within the Credit Period. 

iv, The Merchant will provide Goods and Service Tax Identification Number (‘GSTIN’), Permanent Account Number (‘PAN’), and such other documents as may be required by Choicest for the purpose of generating appropriate Invoices and for settlement of payments.

v, Choicest will raise the Invoice to the Merchant at the time of delivery of Goods containing such particulars as may be prescribed under the GST act and rules thereunder, as amended from time to time for the cost of Goods plus applicable taxes (‘Invoice’).

vi, The tax collected at source under (“TCS”) u/s 206C(1H) of the Income Tax Act, 1961:

a, Choicest is not required to collect tax at source against consideration collected above the threshold limit prescribed under the Income Tax Act, 1961 at the applicable rate. Choicest hereby clarifies that TCS u/s 206C(1H) of the Income Tax Act, 1961 will not be levied on the Invoice at the time of placing the Order(s) by the Merchant and on the full value as provided in the Invoice. 

10, Effect of Termination

In case of termination of this arrangement, all pending undisputed Invoices will be paid by the Merchant to Choicest, within a period of seven (7) days from the date of such termination, failing which, Choicest will levy an interest at the rate of 18% per annum for each day of overdue till the time the Merchant clears its outstanding dues in addition to taking appropriate legal action against the Merchant that may be available to Choicest under these Terms or as per applicable laws..

11, Ownership of Choicest Content and Proprietary Rights

i, Choicest solely and exclusively owns the Choicest Content and all the copyrights, trademarks, service marks, logos, trade names, distinctive brand features, and other intellectual and proprietary rights throughout the world associated with the Choicest Platform and Choicest Content (the ‘IP Rights’), which may be protected by applicable intellectual property and proprietary rights and laws. The Merchant and Vendors acknowledge that the Choicest Platform contains original works and has been developed, compiled, prepared, revised, selected, and arranged by Choicest through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and constitutes the valuable intellectual property of Choicest.

ii, Merchant agrees not to use any framing techniques to enclose any trademark or logo or other proprietary information of Choicest; or remove, conceal, or obliterate any copyright or other proprietary notice or source identifier, including without limitation, the size, colour, location, or style of any IP Rights and/or any other proprietary mark(s). Any infringement will lead to appropriate legal proceedings against the Merchant at the appropriate forum for seeking all available/possible remedies under applicable laws of the country. Merchants cannot modify, reproduce, publicly display or exploit in any form or manner whatsoever any of Choicest Content in whole or in part except as expressly authorized by Choicest.

12, Confidentiality

Parties shall strictly protect the confidentiality of all information related to the other party, its affiliates, customers, or customers of affiliates including information relating to business plans, formulations, suppliers or Merchants, product details, packaging information, commercial details, and the facts and contents of these Terms, disclosed by either party or becoming known to either party during the term of these Terms, whether or not in writing and whether or not designated to be confidential (‘Confidential Information’). Confidential Information does not include information that is or was, at the time of the disclosure: generally known or available to the public.

i, Generally known or available to the public;

ii, received by the receiving Party from a third party;

iii, already in receiving Party’s possession prior to the date of receipt from disclosing Party; or

iv, independently developed by the receiving Party without the use of the other Party’s Confidential Information.

Merchant/ Vendors will immediately notify Choicest if it becomes aware of or suspects any unauthorized use or access to the data or any other Confidential Information of Choicest, and shall cooperate with Choicest in investigation of such breach and the mitigation of any damage

13, Disclaimers

To the fullest extent permitted by law, Choicest and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with the Form, these Terms, and the Choicest Platform, and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Choicest makes no warranties or representations about the accuracy or completeness of the content and data on Choicest Platform or the Choicest content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the Merchant’s access to and use of Choicest Platform, (c) any unauthorized access to or use of Choicest’s servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the Choicest Platform (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Choicest Platform by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Choicest Platform.

14, Indemnity

The Merchant and/ or Vendor, as the case maybe, hereby undertakes to indemnify, hold harmless, and defend Choicest against any and all claims, costs, damages and losses that may arise on account of breach of any Merchant and/ or Vendor obligation and/or any act or omission of the Merchant and/ or Vendor or its employees, provided such claim, cost, damage, or loss has not resulted from any gross negligence or wilful misconduct directly and solely attributable to Choicest.

15, Limitation of Liability

Under no circumstances shall either party be liable for incidental, special, or consequential damages (however arising), including, but not limited to, loss of profit, loss of use or loss of revenue, or damage to business or reputation arising hereunder, whether or not such Party has been made aware of the possibility of such loss.
Notwithstanding anything contrary contained in these Terms, the maximum liability of Choicest under this Form shall not exceed the total value of the Order under which the claim arose.

16, Governing Law

The Form and/or these Terms shall be governed by, and construed in accordance with, the laws of India, without regard to the principles of conflict of laws. The Parties hereto consent to and agree to submit to the exclusive jurisdiction of the courts of Mumbai for any action or proceeding arising under or by reason of the Form and/or these Terms and to the venue of such action or proceeding in such courts.

17, Severability

If any part or any provision of the Form and/or these Terms is or becomes illegal, invalid, or unenforceable, that part or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of said provision or the remaining provisions of Form and/or these Terms. The Parties hereby agree to attempt to substitute any invalid or unenforceable provision with a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.

18, Waiver

Each Party agrees that any delay or omission on the part of the other party to exercise any right, power, or remedy under the Form and/or these Terms will not automatically operate as a waiver of such right, power, or remedy or any other rights, powers, or remedies and no waiver will be effective unless it is in writing and delivered to the other party in the manner. Further, the waiver or the single or partial exercise of any right, power, or remedy by either party hereunder on one occasion shall not be construed as a bar to a waiver of any successive or other rights, powers, or remedies on any other occasion.

19, Entire Agreement

Form and/or these Terms, together with the other documents specifically attached to the Form or referred to herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings, promises, representations, agreements, and negotiations between the Parties, oral or written. These Terms are an electronic record and do not require any physical or digital signature, as per the Information Technology Act, 2000.

20, No Third Party Rights 

No term of the Form and these Terms shall be enforceable by a third party.

21, No Assignment 

The Merchant and/ or the Vendor must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with the Form or any right, benefit or interest under it, nor transfer, novate or sub-contract any of the Merchant’s obligations under it.

22, Independent contractors

The Form does not create any agency, employment, partnership, joint venture, or other joint relationship. Choicest and the Merchant are independent contractors and neither has any authority to bind the other.

23, Acceptance to Choicest’s Privacy Policy 

By signing the Form, the Merchant and Vendor acknowledges and agrees to be bound by Choicest’s privacy page. The Merchant and Vendor agrees that all communications including telephonic communications between Choicest and the Merchant and Vendor may be recorded.

24, Modification

Choicest may modify these Terms including upgrading, modification, or replacement of the Services from time to time, and any such changes will (i) be reflected on the Choicest Platform and the Website, and (ii) be effective immediately upon the changes being reflected on the Choicest Platform and the Website. The Merchant agrees to be bound by any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Choicest Platform and the Website from time to time.

25, Loans through third parties for Orders

If the Merchant uses any third party credit facility

26, Loans through third parties for Orders

If the Merchant uses any third party credit facility, whether directly made available by any bank or financial institution either directly or through a lending service provider (“Lender”) for the purchase of any Goods on the Choicest Platform (“Loan”), the Merchant acknowledges and agrees that:

i, the Merchant shall be solely responsible for the repayment of the Loan at all times (including in case of termination of the arrangement, if any, between Choicest and such bank/ financial institution/ lending service provider);

ii, the Merchant shall deal with the lending service provider and/or their lending partners directly for all queries/ grievances in relation to the Loan;

iii, if any Loan is availed by the Merchant, and the Merchant defaults in its repayment obligations in relation to such Loan as communicated by the Lender or its representatives, Choicest may, in its sole discretion, restrict the Merchant’s ability to make further purchases on the Choicest Platform. Choicest shall not be responsible or held liable in any manner whatsoever for the same;

iv, Choicest and its affiliates are not and shall not be deemed to be a lender, a digital lending application or a lending service provider with respect to the Loan, as per the Guidelines on Digital Lending dated September 2, 2022, as amended from time to time.