MA2: Exchange Ecosystem Obligations

Appointment of Channel Partners: Principal shall make the appointment of each and every DCP with duly executed shadow arrangements for the same in a separate document.

Principal shall make the necessary amends across all existing or pursuant, fresh or renewed, current or future shadow arrangements with its DCPs to incorporate adequate reference to our services as per the service contracts executed with us. Principal shall ensure that their subsets and fellow accounts, channel network and business network, who are indirect subscribers to our services, acknowledge the changes in the ways of doing business as have or may occur, from time to time, with the relative reference of our services being availed. Principal will include a term related to the use of our services and incorporate a reference to this MA into their shadow arrangements with every DCP. Principal shall ensure that such shadow arrangements are valid at all times and that its indirect subscribers are legally bound into this MA; failing which the Principal shall be solely responsible for any adverse consequences due to any action, inaction or omission on part of such indirect subscriber.

Appoint DCP on the Grid: Principal shall appoint every DCP on the Grid.

Sub-Resellers (sub-distributors or sub-dealers): Principal shall regularly monitor the DCP on the channel network further created and appointed by such DCP further down the chain, on the exchange. DCP shall maintain conformance on the mandate provided by the Principal to appoint or not to appoint any further resellers for the supply of allocated items or otherwise purport to grant any rights to any entity to distribute or sell the items/products of the Principal.

Item Master: Principal shall list the items on the exchange. Principal acknowledges the importance of data hygiene as it pertains to maintaining and updating the item master. Principal shall ensure that the item master is correct, complete and current at all times. Principal is solely responsible for any misrepresentation caused by the item information published through its account on the platform.

Changes to the Item Listing: Principal has the right to amend the item listing at its sole discretion by addition, removal or modification of items or their related information on the exchange. Nothing herein shall be deemed to prevent the Principal from doing so for any reason whatsoever and the DCP shall have no claims against the Principal for amending the item listing. Principal will ensure that the changes to the item master are managed smoothly with no confusion and minimal loss of efficiency to the DCP or anyone else in the business network.

Discontinued Items: The Principal has the right to discontinue the sale of any or all items listed on the exchange, at its sole discretion for any reason whatsoever. The Principal may inform the DCP of its intention to discontinue the applicable item and the DCP shall have no claims against the Principal for the discontinuation of such items. Stock of such discontinued items that is held by the DCP still remains saleable and the platform may continue to process transactions related to such stock even after the Principal has discontinued the items.

Principal shall setup the assignment of relevant items and market areas to DCPs in its channel network; as per the functional design of the platform. Principal represents to ensure fair and judicious allocation of items and market-areas to the respective DCP, whether on an exclusive or non-exclusive basis, as was agreed in the mutually agreed appointment terms between the Principal and such DCP.

Unassigned Items: Nothing herein shall be deemed to grant any rights to the DCP to distribute other items of the Principal save and except items assigned on the exchange.

Unassigned Market Areas: Nothing herein shall be deemed to grant any rights to the DCP to distribute allocated items in other market areas save and except the market areas assigned on the exchange.

Diversion of Products: DCP shall work conscientiously and in a business-like manner operate within the assigned territory and only to such persons/entities as specified by the Principal, and shall not directly or indirectly sell the assigned items/products beyond such specified territory or to persons/entities other than those specified wherein. DCP agrees that it shall not divert or sell any of the assigned items/ products purchased for resale to anyone (other DCP, retailer, end-customer, end-user, business entity or third party) outside the assigned market area, without obtaining the prior approval of the Principal. In the event of breach, the Principal shall have the right to immediately take remedial steps as may be defined in a separate document by the Principal.

Every seller shall define the pricing and other commercial terms for the items in their item master (including both listed and assigned items) as needed on the grid. In doing so, you will ensure conformance with your obligations towards any other subscriber and/or compliance with relevant applicable laws. Seller is solely responsible for to ensure adequate monitoring and analysis of the commercial information to keep it correct, complete and current at all times.

Principal shall have the right, in its sole discretion, to change the product prices at any time. It shall follow the protocol for intimation to the DCP or End-customer as is expected as per their business dealings. Principal shall set the date on the exchange from which the new prices will apply.

Taxes: Seller shall setup the taxation information in accordance to the context of the business scenario and as applicable on the specific transaction to ensure complete compliance with the laws and regulations in force. Trade partners shall be responsible for the payment of income or other taxes, duties, fees or governmental levies of any kind, arising out of the trade between them or resulting from the performance of obligations arising from business dealings between them.

Item Trade Contracts: Seller will setup alternate pricing and commercial terms, in its sole discretion, to offer to the Buyer, with special discount, credit terms etc. as applicable, in respect of supplies of items in line with business dealings mutually agreed amongst the trade partners. We are not responsible for any mismatch in such terms or any consequential issues, disputes or liabilities that may arise amongst the trade partners.

Trade Schemes: Seller shall setup and release trade schemes from time to time. Seller is solely responsible for the effectiveness and risk associated with such schemes. DCPs shall comply with the term and conditions issued by the Principal with regard to any such trade scheme. DCP shall ensure use of any free goods offered under the trade schemes in the manner stated in the scheme.

Ceiling/Floor Price: Principal shall choose to define the ceiling/floor price of the listed items. In the event that the Principal has defined the suggested ceiling/floor price list, the DCP will choose to use such price as a suggestion or ensure conformance with the same as per the terms agreed with the Principal in this regard. Any such suggested floor price furnished by the Principal is only indicative in nature and the DCP is entitled to sell items at a price lower than such suggested floor price.

We do not define any standard commercial terms for trade on the platform. The pricing and other terms and conditions applicable to each specific trade order shall be stated in the order itself as is processed between the trade partners. You acknowledge your awareness of the fact that our platform is not buying or selling the items/products; instead it is merely enabling the trade between you and your trade partner by automation such contracts and orders.

Once the trade is processed, irrespective of the commercials involved, you agree that you will accept that the business transaction was done at a fair and adequate value. DCPs acknowledge that their understanding and explicitly agree that the demand / supply trend of the items/products may have a direct impact on profitability of resale but in any adverse situation, the DCP shall not hold the Principal or the platform responsible for payment of any damages or compensation, in any manner whatsoever.

Order Processing

• Buyer shall place on the Seller, or on its designated agent, orders specifying the item requirements and shall be sent to the Seller in the manner as may be communicated by the Seller to the Buyer.
• Each Order shall identify the items/products as listed on the exchange in the quantities ordered, the shipment date(s), shipping instructions and reference of Seller's quotation (if applicable) required to enable the Seller to fill the order.

Digital Orders

• Orders processed digitally on the exchange are legally binding and will be treated equivalent to signed paperwork for similar orders processed offline. In this regard, it is your responsibility to instruct, train and discipline your subsets (indirect subscribers and linked users) on the use of the exchange for order processing.
• Every individual order for the items placed by the Buyer is subject to acceptance by the Seller. Any terms and conditions stated in the order shall be null and void unless specifically accepted by the Seller.
• Seller shall have the right to reject orders. Seller shall have no liability to the other party with respect to any order rejected by the Seller.
• When the Seller, either accepts or rejects the order on the exchange, it automatically triggers an electronic intimation to the Buyer.

Offline Orders Entered Online

• For orders placed by Buyers not using the exchange and received offline shall be entered on the exchange by the Seller.
• Every such individual order for the items entered by the Seller is subject to acceptance by the Buyer. Any terms and conditions stated in the order shall be null and void unless specifically accepted by the Buyer.
• Buyer shall have the right to reject orders. Buyer shall have no liability to the other party with respect to any order rejected by the Buyer.
• When the Buyer, either accepts or rejects the order on the exchange, it automatically triggers an electronic intimation to the Seller.

Order Changes; Rescheduling; Cancellation

• The Seller shall define the terms for changes, rescheduling and cancellation of orders.

Order Fulfilment

• The Seller shall sell and deliver to the Buyer, items ordered by the Buyer, provided that the Buyer has complied with the ordering procedure on the exchange.
• The Seller shall use commercially reasonable efforts, and insofar as practical and consistent with the agreed or then current lead time schedule, shipping schedule, access to supplies on acceptable terms and allocation of available products and capacity among pipeline of other orders, to fill (by full or partial shipment), those orders as are accepted by the Seller by the shipment date. However, delivery dates calculated/published on the exchange are estimates only, unless expressly agreed by the Seller, and we shall not be liable for any damages or other costs, direct or indirect, due to late delivery of the products by the Seller.
• The Seller shall raise an invoice on dispatch of items to the Buyer and shall charge the Buyer applicable taxes/duties, in the invoice.
• The Seller will dispatch the items by the shipping method as it either specified in the order, or depending on the availability and suitability of the mode of transport.

Acceptance of the Products

•  The Buyer shall perform and complete its receiving and quality assurance tests and inspections for units of the items/products shipped by the Seller and may intimate the Seller of any discrepancies against the ordered items within the stipulated time.

The Buyer shall be conclusively deemed to have accepted such units of the items/products, unless it gives adequate notice of rejection to the Seller within the stipulated time period and returns the rejected units to Seller within the stipulated time and as per the procedure for return prescribed by the Seller.

Transaction Processing

If you are using our Gateway services, you shall be responsible for transaction processing in relation to your goods at the Gateway locations. You will deploy adequate staff to process the trade and transfer transactions for both incoming and outgoing movement of goods. You shall also coordinate with the respective 3PL to monitor the stock holding, physical checks and related controls. You shall also coordinate with the respective 3PL to audit the enforcement of warehousing, infrastructure, storage, handling and other norms with regards your goods at the Gateway locations.

As you use our registrations and process transactions under our legal entity, you shall implement and enforce adequate controls, no less than the reasonable business practices and controls that you will define, follow and refine for your own business location to ensure all compliances and controls.

You shall be solely responsible for any discrepancies or irregularities that may surface in this regard, and will also be responsible to bear the consequential damages including but not limited to any penalties and costs related to remedial actions.

Logistics & Freight

Seller/buyer shall appoint the logistics vendors for movement of shipments to/from the Gateway locations.

All freight charges for incoming, outgoing and instructed movement of goods in relation to the Gateway locations is borne by the seller in their specific trade arrangement with the respective buyers.

Seller/buyer is solely responsible for allocation of shipments to the logistics vendors; and will hold us harmless for any costs related to logistics management.

DCP/3PL shall follow instructions of the Principal in selection of logistics vendor for every shipment.

Principal shall issue COGs stating the policy regarding the trade of assigned items between any two DCPs within their channel network. Such policy must clearly state the need to obtain prior written approvals of the Principal for such trade between authorized DCPs; along with penal action of trade with unauthorized DCPs.

DCP shall ensure that any other DCP buying/selling items/products from/to them provide proof of their bona fides as authorized DCPs of the same Principal. Failing this the Principal shall not be responsible for any liability for counterfeit products or diverted products introduced into the channel by trade between authorized DCPs.

We are not responsible for monitoring the conformance neither with any such trade links nor with the legitimacy of trade partners in any transaction processed on the exchange. Principal will be responsible for the same; and may arrange to implement adequate measures to check or avoid the occurrence of such trade as per its business and policy needs.

Business partners using the exchange services shall maintain necessary books and records of the business activities involving trade and transfer processed through the exchange. You will ensure that your own business records remain in sync with the business records reflected on the exchange-with both versions being correct, current and complete at any time. Also you will ensure that adequate supporting documents are maintained as are needed in the given business context.

Principal shall issue COGs to prescribe the mandated fields of information needed in the context of its business. Principal is responsible to instruct, train and discipline its business network; irrespective whether a direct or indirect subscriber on the platform; to ensure that such needed information is captured and maintained as per business needs.

DCP shall ensure that the records adequate and accurately reflect the information as is prescribed by the Principal to be captured and maintained along with adequate supporting documents regarding the business transactions pertaining to the items listed by such Principal including but not limited to purchase/transfer from Principal, subsequent resale to retailers and other customers, showing the batch numbers, lot numbers and unique identification serial numbers of the products as applicable.

In order to enable the Principal to ensure that the DCP is complying with the required control norms and expectations, the DCP shall (a) keep actual books and records and (b) permit the Principal, to depute its representatives for the purpose of periodically auditing the records and shall adhere to such recommendations / guidelines given by the Principal from time to time. To render full co-operation and support to the representatives of the Principal and allow them access to the warehouse/ premises during business hours for physical inspection of the products and conduct audit on records of dispatch, sales, inventory, quality aspects etc.

DCP shall also be responsible for managing/ensuring all the regulatory and tax compliances related requirements (including drug license, VAT/sales tax registration, service tax registration and returns/assessments related to these taxes etc). The DCP further undertakes to keep proper records of the payments made or expenses incurred by him/it towards payment of taxes/octroi etc. In addition, the DCP further undertakes to inform the Principal about each payment with respect to local taxes/octroi etc. immediately as and when such payment is made. Principal shall issue COGs to provide all documents to the DCP as may be required for it to comply with all local laws/acts/rules and regulations. Principal shall provide monthly stock statement of stocks lying at DCP location for the purpose of local vat rules.

DCP shall fulfil obligations towards the Principal to send information on the stocks, sales and receivables on frequency stipulated as per COGs issued by the Principal.

While we understand the need to share business information across enterprises on the platform, we value the privacy of enterprise information. Principal may define and agree protocols with the DCP to share information as per business needs subject to available functionalities. In doing so, the owner of information will have the unconditional rights to share or not to share such information as has been agreed with the other party.

As per shadow arrangement, even if the Principal reserves its right to require the DCP to provide such information as the Principal may deem fit as and when so required by the Principal, the exchange by default does not disclose any enterprise information automatically to any other enterprise.

Principal shall issue COGs with detailed warehousing, storage, handling, stocking, inventory management and monitoring norms related to its listed items. It shall also be responsible for monitoring the implementation and ongoing enforcement of such norms. DCP/3PL/Custodian shall handle and store products strictly in accordance with the norms issued by the Principal from time to time.

Warehouse & Infrastructure

DCP/3PL/Custodian shall ensure strict compliance of the infrastructure requirements prescribed as per COGs issued by the Principal from time to time. DCP/3PL/Custodian shall maintain the required infrastructure to provide effective services, including but not limited to providing and maintaining inventory, facilities, organization, storage space, sales and/or delivery personnel, van, telephone, computer, fax, training of its employees and financial resources as needed to ensure proper ordering, receipt, storage, stocking and delivery of the items/ products assigned by the Principal.

DCP/3PL/Custodian shall follow the storage norms or quality guidelines as per COGs issued by the Principal from time to time; and shall provide storage conditions as per the storage requirements of particular items/products or as per the product label/ insert.

DCP/3PL/Custodian shall store the products at the designated warehouse as is agreed with the Principal. It shall bear the cost of operating the warehouse.

DCP/3PL/Custodian shall obtain and maintain all statutory licenses in accordance with D&C Act or other applicable national / local Acts and Rules.

Inspection/ Audit of Storage Facilities: Principal shall be entitled, at any time during regular business hours, to inspect the facilities in which the products and all related materials and spare parts are stored, in order to ensure that the DCP/3PL/Custodian is complying with its obligations as per the engagement.

Storage and Handling of the Products

DCP/3PL/Custodian shall ensure that the products and spare parts are stored in your warehouses which meet Principal's specifications as per latest COGs, as advised from time to time but which, as is mutually agreed prior to starting operations and as modified from time to time, must:

• protect against environmental and other external factors which could affect the quality, functionality of the products and spare parts or any condition that may lead to premature deterioration of the products and spare parts such as, but not limited to: lighting, temperature extremes, humidity, airborne particulate and microbial contamination;
• allow for separation of the products (as specified) from defective / recalled / expired products and spare parts and waste disposal;
• be separate from any other operations undertaken by you in order to avoid contamination; and
• comply with all fire safety regulations.
• allow for quarantine area (if/as agreed) in the event where a product presents any non-conformity and needs to be quarantined before being returned to the Principal.

Additionally, as is stated in the COGs or otherwise mutually agreed between you and the Principal prior to starting operations and as modified from time to time, you shall implement the following:

• a documented preventive pest control system, designed to prevent contamination of the products and any related materials (including spare parts), which shall include regular inspections and routine bait laying and/or insecticide spraying;
• a reliable and effective system/solution to collect/document information received from their customers relating to alleged incidents to end-customer, patients, users or in the case of product failure/malfunction.
• a complaint report to be delivered to the Principal within the prescribed time from the date the complaint(s) are first made known to you and with the information as required by the Principal.
• a recall system which is capable of tracing the products by customer, location, reference, name, lot/batch number, invoice date and quantity; this information shall be delivered to the Principal immediately upon request and shall be stored, on a per product basis, for a period of time equal to said product's shelf-life.
• an adequate system to record/document and monitoring of the storage area's in relation to obligations as per prescribed norms.

DCP/3PL/Custodian shall maintain adequate tracking for the goods to enable the Principal to meet the requirements applicable to the tracking of medical devices.

DCP/3PL/Custodian shall further comply with applicable environmental / local laws and Principal's instructions relating to the safe disposal of batteries, the collection, packaging, disposal of waste generated by the goods, the requirements for registration, evaluation and authorization of chemicals.

Service Round-the-Clock

DCP/3PL/Custodian understands and agrees that providing 24X7 services may be of utmost importance in the context of the certain items listed by the Principal. This may even be one of the material terms of being the DCP/3PL/Custodian in your territorial range. In order to ensure the same, DCP/3PL/Custodian agrees to provide the physical infrastructure, resources and other support aspects, as specified by the Principal.

Product Packaging & Labelling

Principal shall issue in a COG the guidelines related to original packaging, enumerating all scenarios as it relates to original packing, unpacked goods and repacked goods in the context of its business and products.

Unless otherwise specified, DCP/3PL shall sell/transfer the products in their original packing and under the name and mark under which they are manufactured and/or supplied by the Principal.

If the products require some special labelling as per the laws of the territory in which they are sold, the DCP/3PL may affix appropriate stickers after obtaining prior written approval from the Principal. The stickers should be affixed as per the instructions received from the Principal. These Stickers shall however not cover any of the statutory declarations including but not limited to name of product, MRP, manufacturing location, patient instructions, lot number, manufacturing date, expiry date etc. The DCP/3PL shall in no event remove or replace the original MRP label affixed by the Principal on its products.

Security & Insurance

All warehouse facilities operated by the DCP/3PL for products shall have adequate security that protects the products from accidental or intentional damage and denies access to unauthorized personnel. Principal shall be responsible to review and monitor such arrangements in line with COGs issues in this regard.

DCP shall insure the goods in their warehouse to adequately protect the value of products stored therein. DCP shall manage the cost of such insurance as agreed with the Principal. As it relates to the goods consigned to the DCP by the Principal or by such DCP to further consignees, the Principal shall define the insurance requirements or such other conditions to ensure that the value in such goods is well covered.

At the Gateway locations, Principal shall keep insured all the goods (stocks/other Principal's assets) that are lying in the custody of the 3PL at all times, for full value against all risks. Neither we nor the 3PL shall be under an obligation to ensure that the adequate/necessary insurance is in place and that it has received necessary insurance documents for the same. Principal shall also insure all the stock which is in movement within the territory of Gateway locations.

Principal shall issue COGs with instructions and conditions for loss of goods due to reasons beyond the insurance cover. Principal shall agree with the 3PL/DCP for any loss or damage to products, which is attributable to inappropriate or inferior storage or security conditions and mishandling of the products by the 3PL/DCP. In the event, there is any such loss or damage the 3PL/DCP shall immediately report and replenish such stocks. The 3PL/DCP shall ensure there is no disruption in supply of products to the market or default in fulfilling customer orders for any reason. Specifically, pending insurance claim or non-receipt of insurance claim shall not be a reason for not replenishing stocks immediately.

At gateway locations, for any losses in stock for reasons beyond those covered under the storage and transit insurance, unless otherwise specified in the COGs issued by the Principal, the 3PL will be billed for such lost stock at a pre-agreed price plus applicable taxes. 3PL as the custodian of stock shall be responsible for safekeeping and proper handling and hence is liable for such losses and will unconditionally pay to the Principal the billed amount for such lost stock.

If there is a damage to stock due to any handling related reasons (say if the box breaks due to a mishandling while being carried manually within the warehousing facility or if there is a loss due to pest/rodent reasons or for storage conditions deteriorating to cause damage to stocks) - something that is not covered under the fire and burglary insurance that the Principal has. OR if the stock loss occurs due to pilferage; one which does not qualify for insurance claim then the same is the responsibility of the custodian. Unexplained net loss, if any, of excess and shortage of stock identified during any physical verification exercise is also the responsibility of the custodian of the stock. Though the probability of such losses is minor if work is done as per norms and handling is skilled, but to offer the Principal with the needed assurance on the same and on the workmanship and capability of the 3PL being the custodian of the goods, the lost/damaged stock will be billed at a pre-agreed price plus applicable taxes.

Inventory Control

Custodian/DCP/3PL shall maintain at all times an inventory in such quantities as are reasonable and sufficient, as considered by Principal for providing timely distribution and delivery to the customers.

Custodian/DCP/3PL shall conduct physical inventory check/count of the products as and when required by the Principal and provide the results thereof to the Principal.

Custodian/DCP/3PL shall maintain reasonable and current inventories of each of the products in order to provide timely customer deliveries. It shall maintain product inventory as is prescribed in the COGs issued by the Principal on a basis like FIFO (first-in- first-out system), FEFO (first-expiry-first-out system) etc., and rotate stock accordingly.

The Principal reserves the right to take back the stocks that are in the custody of the Custodian/DCP/3PL as and when it so desires and the Custodian/DCP/3PL shall immediately return the same upon receiving any such request from the Principal.

Expired Products

Principal shall issue COGs with detailed instructions and conditions on treatment of expired products. Such COGs shall cover adequate procedures related to intimation, examination, disposition, replacement and return of such products.

DCP/3PL shall follow such COGs. DCP/3PL shall return the expired stocks to the Principal for proper disposal.

DCP/3PL shall notify the Principal in writing within the stipulated timeline prior to any product reaching its specified shelf life or expiration date as is specified in the product data information sheet supplied by the Principal as part of the COGs issued in this regard and/or declarations stated on the product pack.

DCP/3PL shall deal with expired products in the manner set out in the COGs. Any such product shall be held by the DCP/3PL pending instructions for disposition to be provided by the Principal. In respect of the products which are either damaged and/or reached the expiry dates or shelf life, the DCP/3PL shall maintain and store such products in a separate, designated and secure storage area with "Not for Sale" displayed on the same; and strictly follow the storage guidelines as per COGs issued by the Principal. The DCP/3PL shall not in any event sell such products and mix these expired products with saleable products in accordance with the Principal's instructions.

Damaged Products

Principal shall issue COGs with detailed instructions and conditions on treatment of damaged products. Such COGs shall cover adequate procedures related to intimation, examination, disposition, replacement and return of such products.

DCP/3PL shall follow such COGs. DCP/3PL shall return the damaged stocks to the Principal for proper disposal.

The DCP/3PL shall cooperate with the Principal in examination of any damaged products to determine the nature of the damage. Based on the opinion of the Principal, the remedial course of action is undertaken. If products are damaged during transit then a claim is filed with the insurance company. If the products are damaged due to manufacturing defects, then these products shall be handled in the same manner as expired products and the DCP/3PL shall follow the complaint handling process with regard to such products.

In the event the Products are damaged or deteriorate while in the custody of the DCP/3PL, due to causes directly and exclusively attributable to defective storage, bad handling, negligence or wilful default or any other act of the DCP/3PL then the Principal shall not be liable and the DCP/3PL shall be solely responsible or liable to bear the losses.

In respect of the products which are damaged, the DCP/3PL shall maintain and store such products in a separate, designated and secure storage area with a Notice to be displayed as "Not for Sale" and strictly follow the storage guidelines as per COGs issued by the Principal. The DCP/3PL shall not in any event sell such products and return/destroy these Products in accordance with the Principal's instructions.

Product Recall

Principal shall issue COGs with detailed instructions and conditions to manage an event of product recall and treatment of products in recall. Such COGs shall detail for mandatory recall and voluntary recall adequate procedures related to intimation, cessation of sale, examination, disposition, replacement and return of such products.

DCP/3PL shall immediately inform the Principal in writing whenever a recall or withdrawal of the product is being contemplated for any reason whatsoever, without prejudice to its obligations under any governmental regulation and prior to any notification to the authorities or any unilateral action and/or communication.

On instructions received by the Principal, DCP/3PL shall recall or withdraw the products. {"Voluntary Recall"}.

DCP/3PL shall promptly recall or withdraw the product, if directed by any government authority or any court order {"Mandatory Recall"} and immediately notify the Principal about the Mandatory Recall.

The DCP/3PL shall comply with all instructions of the Principal with regard to such Mandatory or Voluntary Recall or cessation of sale of such product(s) and fully cooperate with the Principal in order to reach a resolution for such matters. The Principal shall bear the costs and expenses incurred by the DCP/3PL for the Mandatory and/or Voluntary Recall.

The DCP/3PL shall comply with all instructions of the Principal with regard to such Mandatory or Voluntary Recall or cessation of sale of such product(s) and keep record of related remedial actions.

Counterfeit/ Diverted Products

DCP/3PL shall not knowingly trade (purchase or sell) or transfer products that are counterfeit or diverted. Sale of such counterfeit products and/or or diverted products constitutes a breach of trust and the Principal shall be entitled to take penal action as is deemed necessary, whether or not predefined in COGs issued by the Principal; and may also initiate legal action.

Complaint Handling & Product Related Claims

Principal shall issue COGs with documented complaint handling process that reports product complaints and provides information and data in the required timeframe and manner. This must cover all forms of complaints as is defined as any written, electronic or oral communication that highlights product problems related to the identity, quality, durability, reliability, safety, effectiveness, or performance of any product after it is released for distribution. The DCP/3PL shall use and follow such complaint handling procedures, provided by the Principal.

Principal shall be solely responsible for notifying the appropriate government authorities of any customer complaints or other occurrences regarding the products which are required to be reported, evaluating all written complaints from the DCP/3PL or directly from customers and appropriately responding to the complainant.

Principal shall issue COGs detailing the guidelines and procedures to manage incidents of product related claims. DCP/3PL shall immediately and fully advise the Principal of any suit, claim or complaint known to the DCP/3PL resulting from the sale or use of any of the products.

Product Liability Indemnification: Principal shall defend, indemnify and hold us (and our officers, directors, employees and agents) harmless from liability arising from the death of, or bodily injury to, any person or property damage on account of use of a product which is finally determined by a court of competent jurisdiction to have been caused by a manufacturing defect, materials defect or design defect of such product

Principal shall issue COGs to detail all aspects, terms and conditions regarding consignment of assets like loan sets, loaner instruments, demo sets, demo equipment to DCP/3PL/End-Customer. Such COGs will detail rules and procedures for tracking the position and utilisation of such entrusted assets. DCP/3PL/Consignee acknowledges and understands that such goods are not for sale.

Ownership

Entrusted assets made available by Principal to the DCP/3PL shall at all times be and remain sole, absolute and exclusive property of the Principal and the DCP/3PL shall have no right, title, interest or claim whatsoever therein or thereto. DCP/3PL shall at no time, contest or challenge our sole and exclusive right, title and ownership in the entrusted goods.

Principal and the DCP/3PL expressly agree and understand that the entrusted assets made available to the DCP/3PL shall be for the sole and limited purpose of enabling the DCP/3PL to help its End-Customers to conduct surgery using Principal's products or for demonstration of some products with a prospect to sell. DCP/3PL agrees not to use the entrusted assets for any other than the specified purpose.

DCP/3PL shall not sell, assign, pledge, hypothecate or otherwise encumber or suffer a lien upon or against the entrusted assets without Principal's prior consent in writing.

Safekeeping & Handling

The DCP/3PL will be the custodian of the material belonging to the Principal of the entrusted assets. DCP/3PL will be fully responsible for the safety and good storage condition of the same. It is the responsibility of the DCP/3PL to ensure that the handling of the entrusted assets is as per the COGs issued by the Principal.

DCP/3PL shall on a periodic basis (as may be specified by the Principal) allow the Principal to inspect and/or send the entrusted assets for inspection to the location as specified by the Principal. DCP/3PL shall also forthwith report any damage to the entrusted assets to the Principal and send the entrusted assets to the location as specified by Principal for inspection and repair.

Insurance

The Principal shall be responsible for insurance to cover the entrusted assets both while in transit during movements or while lying in the custody of the DCP/3PL at all times, for full value against all risks.

Welue shall not be held responsible for any issues related to the entrusted assets in this regard.

Damage, Broken, Lost, Replacement

DCP/3PL agrees and accepts that DCP/3PL is fully responsible and liable for any damage and or loss (due to theft or otherwise) caused to the entrusted assets. Unless otherwise provided in COGs, Principal reserves the right to charge the DCP/3PL full replacement costs. Principal's decision on the reasonableness and compensation will be final and binding on the DCP/3PL.

Damaged items may need to be returned to the Principal for adequate disposal procedures. Replenishment may be subject to return of the damaged items first.

Reallocation/Movement/Return

Principal holds absolute rights to recall or reallocate the entrusted assets at any time for any purpose.

The DCP/3PL shall not deny the supply of entrusted assets to any other DCP/3PL as advised by the Principal from time to time.

All expenses incurred for to and fro movement shall be borne as per COGs in the case of DCP. For movements involving the Gateway locations all freight costs shall be borne by the Principal.

All the personnel employed or engaged by you/DCP in connection with performance of your/its obligation under the engagement shall at all-time be your/DCP's employees or contract employees and shall not become nor be deemed to become the employees of the Principal or Welue. You/DCP shall do appropriate reference, background checks of its employees before deploying them for performance of its obligations under the engagement. You/DCP shall solely be responsible for complying with the laws and regulations governing such employees including but not limited to payment of wages and statutory dues.

Principal shall assess the training needs of our staff in the context of their roles in its specific business context. It shall, from time to time, coordinate with us and ensure provision of adequate training covering products, processes, policies, compliance etc.

Product Training for 3PL Staff at Gateway Locations: The Principal is responsible for defining the training needs and to ensure provision of suitable training to the 3PL Staff at Gateway Locations; as is needed for the storage, handling and shipments of products.

DCP/3PL shall be under an obligation to attend all training programs conducted by the Principal.

DCP/3PL shall ensure timely and accurate issuance of invoices/delivery challans/ stock transfer notes/sales tax forms/octroi forms for the Principal products being sold to the institutional customers and retail/prescription dealers or being transferred to other Principal locations as advised by the Principal from time to time and also maintain proper records for the same.

DCP/3PL shall maintain necessary books and records of the Products received from the Principal and subsequently supplied to distributors, retailers and other customers showing the batch numbers, lot numbers of the Products and provide such information on monthly basis to the Principal or as and when requested by the Principal and in such manner as requested by the Principal.

DCP/3PL shall be instrumental in providing after sales services to the customers and address the service related issues on priority and ensure high customer service standards.

DCP/3PL shall not omit to do any act, deed or thing, if such omission, in the sole opinion of the Principal is detrimental to or in conflict with the interest, goodwill and reputation of the Principal.

DCP/3PL shall not distribute any promotional items or gifts on behalf of the Principal without the consent of the Principal.

DCP/3PL will at all times maintain utmost confidentiality regarding the contents of the engagement, the arrangements contemplated by the engagement, any business, technical or financial information of the Principal, including all information relating or incidental to referrals, potential clientele or customers of the Principal to which the DCP/3PL has access or is in receipt/possession from any source whatsoever and shall not provide/disclose or otherwise make available all or any part of such confidential information to any person for personal, business, commercial or any other purposes.

DCP/3PL shall Inform Principal of any conflicting obligations of the DCP/3PL or any of its affiliates in the distribution of similar products which are in competition with the Products within the territory in which DCP/3PL is having the warehouse for the Principal and the Principal decision with regard to the same, shall be final and binding.

DCP/3PL shall not have any business dealings individually with any employee of the Principal. Further the DCP/3PL shall disclose in totality the nature of any relationship that exists between the DCP/3PL and his other business interest with any member/employee of the Principal.

DCP/3PL shall in addition to the compliance of terms and conditions contained herein, ensure strict compliance of the prescribed standards as per COGs issued by the Principal from time to time.

DCP/3PL shall operate and perform its business activities in accordance with the terms of the engagement and the shadow arrangements and shall not assign, transfer or sub-contract any of his rights and obligations without prior written consent of the Principal and/or us, as the case may be.

The DCP/3PL shall be under an obligation to take prior written permission from the Principal for change in the location of its operations or reallocation of any goods of the Principal.

The DCP/3PL shall act as an independent agent and he shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of the Principal, which would bind the Principal in any manner whatsoever. The DCP/3PL shall have no authority hereunder to enter into any contract of any kind on behalf of the Principal, nor to endorse the Principal's cheques, or to make allowances or adjustments on the Principal's accounts for the return of merchandise, except by written authorization of the Principal.

DCP/3PL shall immediately inform the Principal in writing about any proposed change in the constitution or the ownership of the DCP/3PL or any other matter.

DCP/3PL shall not to transfer or assign the rights and benefits of the engagement without obtaining the prior written approval of the Principal.

If you have engaged our Gateway Services by one or more service contracts executed between you and us, then Welue is appointed by the you (as Principal) as the national CSA for the purpose of distributing, stocking and selling its products across India. Welue will act as a single nodal point acting as consignee agent for the DCPs appointed by the Principal and other institutional customers as specified by the Principal.

In the context of Gateway services, you acknowledge that you are aware and that you approve that you are purchasing managed services from us that are being sub-contracted to and performed by the 3PL.

In this regard, the delivery of services is performed by the 3PL. Hence Welue in this case is an intermediary anchor making arrangements in which as you contract out your logistical operations to us, we in turn sub-contract the same to the 3PL being the specialist-firm(s) with experience and capabilities to deliver warehousing and related logistics services.

3PL will receive the goods on stock transfer basis in the name of Welue. However, nothing in the engagement shall be deemed to construe upon Welue/3PL, any right title or interest in the goods transferred by the Principal to Welue/3PL. All the rights title and interest in the said goods shall continue to remain with the Principal at all times till the actual sale of goods by Welue/3PL to the EC/DCP as specified by the Principal.

Third Party Services: You acknowledge and agree that Welue is not operating the warehousing at the Gateway locations. These are subcontracted to the 3PL. You hereby confirm your understanding in this regard. You are responsible for reviewing and understanding the terms and conditions governing any third party services. You agree that the third party, and not Welue, is responsible for the performance of the third party services.

Composite Warehousing Services

3PL will provide composite warehousing services which include:

• Space in complete compliance with applicable registration and licence requirements as determined by applicable drug licence and sales tax requirements or local authority requirements for respective gateway location.
• • Space is calculated by the volume of goods stored. Handling and transit areas are not included in the chargeable space.
• Provisioning of trained manpower for warehouse operation for day to day activities.
• • Skilled manpower to efficiently undertake relevant activities.
  • Competent supervisors to ensure smooth operations.
• Electricity and inverter to ensure uninterrupted power.
• Bins, hand trolley, pallets, bar-code scanners etc.
• Temperature controlled enclosure as required.
• Computer, printer, UPS, stationery, etc.
• Uninterrupted internet connectivity to access the Grid.
• Warehouse management system.
• Key services and activities include but not limited to:
• • Loading, unloading, receipts, storage, handling, cycle count etc.
  • Order processing including invoicing, MRP labelling, supply planning etc.
  • Picking and dispatch as per orders.
  • Coordination with logistics providers.
  • Records maintenance and documentation.

All the operations will be conducted as per SOP validated by every respective Principal.

Registrations & Compliances

Drug License, sales tax and other formalities will be done via external consultant coordinated by 3PL. Ownership of the storage drug license and tax registration is with INHX.

Any other applicable statutory, regulatory and other compliance requirements related to the warehousing and storage establishment and operations, whether national, state or local, will be the responsibility of 3PL.

3PL will ensure provision of requisite storage conditions, infrastructure demarcations/partitions, competent personnel and any other resource so as to comply with the requirements and guidelines for every gateway location related to drug licence, sales tax and other formalities. This will be done both before and after registration to ensure complete compliance on an ongoing basis right from the application stage. The same holds in the event of amendments, revisions and renewals of any of the registrations at any location.

3PL will coordinate and cooperate with INHX and other local consultants as and when needed to ensure and assure compliances on an ongoing basis.

3PL will plan and allocate appropriate space for registrations to avoid, as much as possible, the need for frequent revisions and amendments of any registration.

Coordination with Welue and Principal

3PL shall ensure regular coordination with Welue and with every Principal on operational excellence, performance improvement and business innovation.

3PL shall ensure conformance with all COGs and SOPs issued by the Principal in relation to their business, their products and other information to build and maintain alignment of expectations and actions.

3PL shall nominate staff as the key account manager and also those for every location to assist and ensure smooth operations.

3PL shall ensure conformance with all guidelines related to usage of the platform. 3PL shall deploy adequate and capable staff to understand the platform and in turn handhold other staff and manpower across all gateway locations.

The key account manager and other nominated champions will regularly visit Welue office to keep pace with overall understanding of the refinements in the business model and applicable documentation/SOPs, feature upgrades/revisions and other operational updates to ensure alignment and efficiency. They will work on the train the trainer model to transfer the needed understanding from Welue and Principal to 3PL team.

3PL shall coordinate with every Principal for operational setup and to accommodate custom requirements based on their respective business needs and to manage nuances of their products.

3PL shall work together to integrate the platform (Exchange Grid) and 3PL's warehouse management system for operational accuracy and efficiency.

From time to time, on a case-basis, {as per the policy requirements of the Principal or as per COGs issued by the Principal}, 3PL shall execute directly with the Principal or designated DCP(s) non-disclosure agreements, confidentiality agreements or such other agreements needed for assurance for sharing business sensitive confidential information.

Assignment of 3PL Contracts/ Agreements to the Principal or its Nominee

3PL agrees and acknowledges that their services being contracted by Welue are being for and provided to the Principal. In this regard, all agreements, contracts, understandings etc. entered into between us and the 3PL ("3PL sub-contracts") in order to further the business interests of the Principal can be assigned to the Principal. All 3PL sub-contracts will be assignable to the Principal and/or its nominee, without requiring consent of the 3PL. This may be done in the event of the termination of engagement between us and the Principal; or if otherwise mutually agreed between us and the Principal and communicated in writing by us to the 3PL. 3PL expressly agrees that the 3PL sub-contracts are not co-terminus with the termination of our engagement with the Principal.

Both Principal and 3PL, acknowledge and agree that the assignment of 3PL sub-contracts cannot be done without written consent from us; which will be subject to fulfilling other obligations and settlements with us prior to such assignment being executed.

• June 11, 2018: Document visibility changed back from signed-users only to all users.
• January 4, 2017: Document visibility changed from all users to signed-in users only.
• December 16, 2015: Initial version of the document published.