1. Terms of service
Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By using the sarvampharma.com website, you signify your agreement to be bound by these conditions.

1.1. The website www.sarvampharma.com ("sarvampharma.com") is operated by Sarvam Pharmatech Private Limited ("Sarvam" or "us" or "we" or "our"), having its registered office at C- 912, Kailas Business Park, “C” (J) Wing, CTS No 1/7, Veer Sawarkar Marg, Vikhroli Powai Link road, Vikhroli (W), Mumbai – 400 079, India. Please read the conditions of use document carefully before using the sarvampharma.com website.

1.2. By accessing or using sarvampharma.com website, you agree to comply with and be bound by these Terms of Service. Once you have registered on sarvampharma.com platform (opened a Sarvam account) you have explicitly agreed to these Terms of Service. Once you have sent an order or sent an order confirmation via our sarvampharma.com platform you have also explicitly agreed to these Terms of Service.

1.3. These Terms of Service (“Terms”) constitute a legally binding agreement (“Agreement”) between you and Sarvam Pharmatech Pvt. Ltd (“Sarvam”) governing your access to and use of sarvampharma.com website including any subdomains thereof, and any other websites through which Sarvam makes the sarvampharma.com services available our mobile, tablet and other smart device applications, and application program interfaces and all associated services.

1.4. Subject to your compliance with these Terms and payment of applicable fees, as applicable, Sarvam grants you a revocable, non-exclusive and limited licence to access and make personal use of this website. Without the prior express written approval of Sarvam, you may not (i) resale or make commercial use of this website or its contents; (ii) collect and use in any form any product listings, product descriptions, or prices; any derivative use of this website or its contents and (iii) make duplicate, reproduce, copy, sell, distribute or otherwise exploit the website for any commercial purpose.

1.5. sarvampharma.com platform is an online marketplace that brings together the Buyers and Suppliers of Active Pharmaceutical Ingredients, Excipients, Bulk Drug Intermediates, various forms of primary, secondary and tertiary packing products and other products and services as may be added by Sarvam (“Pharmaceutical Inputs”). Only those product and services as are permitted to be sold under applicable laws in India can be transacted on sarvampharma.com platform. By signing this Agreement, you hereby represent and warrant that you shall not engage in purchase, sale or transport, send enquiries or list any product for sale on sarvampharma.com platform in violation of the applicable laws and you shall be solely responsible to ensure compliance with applicable law on such transactions. You acknowledge that sarvampharma.com reserves the right to prohibit sale / purchase of any product without ascribing any reasons whatsoever and without any obligations of prior notice.

1.6. . sarvampharma.com platform is merely a facilitator and created with the sole purpose of bringing together parties dealing in Pharmaceutical Inputs and enabling exchange of information and facilitating execution and fulfilment of transaction between parties. A transaction is executed directly between a Buyer and a Supplier and Sarvam shall not be a party to any such and will not be acting as an agent of any Party.

1.7. You may not use the use the website in any way that can potentially harm, impair or disrupt access to the website in any way. In particular you may not use the website for any of the following
1.7.1. undertake any unlawful, criminal or any other activity that is in violation of laws applicable in your jurisdiction
1.7.2. share any information that is not owned by you or violates the intellectual property rights of a third party or contains any material that is illegal, or has sexually explicit or pornographic content, promote racism, discrimination, bigotry or hatred against any specific group of people, its use can cause injury to third party, promotes money laundering or gambling or can threaten the integrity of a state or can incite violence

1.8. When you visit sarvampharma.com, you are communicating with us electronically. Completing the registration process will require you to provide a valid email ID and a phone number. We will communicate with you by e-mail, SMS, phone call or by any other mode of communication to provide you updates on your transaction on sarvampharma.com platform as also for promotional activity pertaining to Sarvam. By accessing and using the website sarvampharma.com, you consent to receive communications (including transactional, promotional and/or commercial messages), from Sarvam.

1.9. The website sarvampharma.com may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Sarvam is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Sarvam of such Third-Party Services.

1.10. In particular, Sarvam has partnered with Pickrr Technologies Private Limited (“Pickrr” or “Shiprocket”) for logistics services, Yes Bank Limited (“Yes Bank”) for providing payment aggregation services and maintaining and operating an Escrow Account and In-Solutions Global Private Limited (“ISG”) for payment gateway services (Pickrr, Yes Bank and ISG hereinafter together referred as as “Partners”). In addition, Sarvam, shall from time to time, enter into agreement with other such third party service providers to enhance the customer experience of using the sarvampharma.com platform and to fulfil the transactions executed on sarvampharma.com.

1.11. Our collection and use of personal information in connection with your access to and use of the sarvampharma.com platform is described in our Privacy Policy. To enable fulfilment of transaction execution on the platform, we will share your information with third-party service providers including Pickrr, Yes Bank and ISG. You are encouraged to read and familiarize with the respective terms & conditions and privacy policies of Partners (“Partner T&C”) that can be accessed as follows:
• Yes Bank https://www.yesbank.in/pdf?name=regulatorypolicies_termsandconditions.pdf
• ISG: https://insolutionsglobal.com/legal/
• Shiprocket: https://www.pickrr.com/terms-and-conditions

1.12. Due to the inherent nature of the internet, Sarvam cannot guarantee the continuous and uninterrupted availability and accessibility of sarvampharma.com platform. Sarvam may restrict the availability of the sarvampharma.com platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the sarvampharma.com platform. Sarvam may improve, enhance and modify the sarvampharma.com platform and introduce new services from time to time without any obligations to do so.

1.13. These "Conditions of Use" constitute an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures.

1.14. For the purpose of these terms & conditions, a Buyer shall mean any registered participant of sarvampharma.com who is desirous of buying a product or service, a Supplier shall mean any registered participant of sarvampharma.com who is desirous of selling a product or service. The Buyer and Supplier shall individually be referred to as a Party and collective referred to as the Parties.

2. Terms of Use

2.1. Account Registration

2.1.1. You must register or claim an account (“Sarvam Account”) to access and use certain features of sarvampharma.com platform, such as uploading your product portfolio and quality documents when you are a Supplier or sending inquiries to Suppliers when you are a Buyer, or both and to undertake any transaction on sarvampharma.com platform. If you are registering a Sarvam Account as a Buyer or as a Supplier or as both, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

2.1.2. You can register a Sarvam Account using an email address and creating a password. You must provide accurate, current and complete information during the registration process and keep your Sarvam Account profile page information up-to-date at all times. The user shall be solely responsible for maintaining the confidentiality of the credentials of their Sarvam Account and shall be responsible for all activities undertaken on their Sarvam Account. The user shall notify Sarvam immediately in writing of any unauthorized access / use of their Sarvam Account. Sarvam will not be liable for any loss that may be incurred by the user as a result of unauthorized use of the password or account, either with or without their knowledge. You shall not use anyone else's account at any time.

2.1.3. You may not register more than one (1) Sarvam Account unless Sarvam authorizes you to do so. You may not assign or otherwise transfer your Sarvam Account to another party. You are solely responsible for maintaining the confidentiality and security of your Sarvam Account credentials and you may not disclose your credentials to any third party. You must immediately notify Sarvam if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Sarvam Account. You are liable for any and all activities conducted through your Sarvam Account, other than in an event where such transaction was not authorized by you and you have reported to Sarvam, on a timely basis, such unauthorized use or loss of your credentials.

2.1.4. Sarvam may enable features that allow you, as principle Sarvam Account holder, to authorize other persons that work for your company to log into your Sarvam Account and take certain actions that affect your Sarvam Account. For example, we may allow these other persons to manage your Sarvam Account including raising and responding to RFQ, Listing of products and submission of documents as part of the transaction process. You agree that the action / inactions of such persons authorized by you shall constitute to be actions / inactions taken by you as the principal Sarvam Account holder and you undertake to fulfil all obligations arising thereof. No third party is authorized by Sarvam to ask for your credentials, and you shall not request the credentials of another Buyer or Supplier.

2.2. Registration requirements

2.2.1. Any Party, being a valid legal entity incorporated in India, after completing the registration process and submission of required statutory documents can open a Sarvam Account to gain access to all features on the website and to enter into a purchase / sale transaction. Currently only those legal entities that are incorporated in India and holding a valid Goods & Service Tax (“GST”) registration are permitted to register on sarvampharma.com.

2.2.2. Parties will be required to provide the following information to complete the registration process:
i. Company name and contact details (address, registered email, phone number)
ii. Government issued documents such as GST certificate, PAN no
iii. Assign a representative authorized to act on behalf of the user
iv. Create log in credentials by providing a unique user ID and password
v. Bank account details
vi. Copy of authorizations and certificates that provide evidence that the company is licensed to deal in Pharmaceutical Inputs
vii. Any other information as may be requested by Sarvam from time to time
2.2.3. Sarvam shall, without any obligation to do so, undertake independent verification of the information provided by the parties registering on the platform to verify the identities or backgrounds of Buyers and Suppliers and screen Buyers and Suppliers against third party databases. User verification on the internet is difficult and we do not assume any responsibility for the confirmation of identify of any Buyer and or Supplier regardless of the verification process undertaken by us. Acceptance of registration of a Party on sarvampharma.com shall not be construed to be a certification or endorsement of such Party by Sarvam with regards to its existence, credit worthiness nor shall it mean that such Party is trustworthy or reliable for entering into a commercial transaction and shall fulfil its obligations.

2.3. Membership plans

2.3.1. Sarvam may mandate a subscription to a membership plan of sarvampharma.com platform that provides the members specific transaction / use rights to access and use certain features / services available on sarvampharma.com platform. Sarvam reserves the right to amend / modify the terms of use and specific rights allotted under each such membership plan, change the payment frequency of such plans and to increase / decrease the membership fee applicable for a plan without prior information or a requirement of notice. Provided however where a party has already subscribed to and paid for a membership plan and such membership plan is still active, an amendment shall not impact any rights available to the subscriber until after expiry of the current plan.

2.4. Mandated licensing requirements

2.4.1. Sarvam may from time to time require Parties to provide additional certifications or licenses prior to permitting transactions in certain specific product categories. Sarvam reserves the right to restrict a Party to conclude a transaction if such required licences and certifications have not been submitted or are inadequate if so determined by Sarvam.

2.4.2. Notwithstanding the above, each Party hereby acknowledge that it shall be their sole responsibility to ensure that they hold valid licenses / certifications to engage in purchase / sale of products on sarvampharma.com as may be required under Applicable Law and Sarvam shall not be responsible in any manner whatsoever for non-compliance by a Party. Parties undertake to provide true and accurate information to Sarvam on all regulatory certificates and licenses and keep them updated time to time and provide Sarvam with such updated / renewed licenses / certificates.

2.5. Nature of relationship

2.5.1. When you choose to use the sarvampharma.com platform, your relationship with Sarvam is limited to being an independent, third-party facilitator, and not an employee, agent, joint venture or partner of Sarvam for any reason, and you shall act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Sarvam.

2.5.2. The Buyers can send enquiries to Sellers/Traders inviting bids by using the Request for Quote (“RFQ”) functionality or alternatively buy the desired product / services that are listed for sale on sarvampharma.com platform. The Sellers / Traders can ‘list’ their products for sale on the platform or respond to RFQ’s received from Buyers. The confirmation of an order by a Buyer leading to creation of a Purchase Order and the subsequent acceptance by a Supplier of the Purchase Order leading to creation of a Proforma Invoice shall represent a contract between a Buyer and a Supplier and shall be binding on both parties. The Parties agree that such a contract is executed directly between the Buyer and the Supplier and Sarvam shall not become a party to such contract.

2.6. Limitations of 3rd party services

2.6.1. To enable fulfilment of transaction and maintain complete visibility and control over each transaction at all stages, the Parties shall be availing services provided by Partners who have entered into an agreement with Sarvam for providing such services. Under no circumstance shall Sarvam be responsible for any deficiency in services of such third party service providers and losses if any incurred by the Parties by using the services provided by the Partners. The terms and conditions applicable for using the services provided by the Partners are as covered under Partner T&C. In the event of a conflict, the terms and conditions under the respective Partner T&C shall override any of the Terms herein, insofar as it concerns the services provided by the Partners.

3. Use of the sarvampharma.com platform

3.1. The website sarvampharma.com is a commercial website and as such, is not intended for children or minors. You must be at least 18 years old and able to enter into legally binding contracts to access and use the sarvampharma.com platform or register a sarvampharma.com account. By opening a sarvampharma.com account and accessing or using the sarvampharma.com platform, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract on behalf of the Buyer or Supplier.

3.2. Unless otherwise notified, only legal entities incorporated in India with a valid GST certificate are permitted to register on sarvampharma.com. Sarvam and its Partners do not facilitate shipment of goods to any address outside of India or payment into any bank account outside of India

3.3. You declare that you are an employee of the company that you register and are duly authorized by the company you represent to act on its behalf. Upon a specific request from Sarvam, you agree to submit such corporate authorizations before you are permitted to enter into buy and sale transaction on sarvampharma.com platform.

3.4. You hold and shall continue to hold at all times, a valid license / certification that permits you to engage in purchase / sale of Pharmaceutical Inputs on sarvampharma.com platform in compliance with regulations as applicable to you.

3.5. You also declare that you and the company you represent shall remain compliant with all applicable laws in your local jurisdiction.

3.6. Sarvam may make the access to and use of the sarvampharma.com platform, or certain areas or features of the sarvampharma.com platform, subject to certain conditions or requirements, such as completing a verification process, require submission of specific licenses and certifications depending on products to be purchased / sold, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or ordering and cancellation history.

3.7. The access to or use of certain areas and features of the sarvampharma.com platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and additional terms and conditions applicable to a specific area or feature of the sarvampharma.com platform, the latter additional terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

3.8. Sarvam reserves the right to charge certain fees including (i) service fee for facilitating the transaction, recovery of logistics cost for facilitating the transportation of the consignment from the Supplier to the Buyer, transaction processing fees or any other fees. Please refer to the Schedule [] for details on our fees. Sarvam further reserves the right to alter any and all fees from time to time. Any such additional fees, including fee towards any modifications thereof, will be displayed to the user before collecting the payment from such User.

3.9. Sarvam does not make any representation or warranty as to specifics (such as quality, value, saleability, etc) of the products or services proposed to be sold or offered to be sold or purchased on the sarvampharma.com. Sarvam does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the sarvampharma.com. Sarvam accepts no liability for any errors or omissions, whether on behalf of itself or third parties.

3.10. Sarvam is not responsible for any non-performance or breach of any contract entered into between Buyers and Suppliers. Sarvam cannot and does not guarantee that the concerned Buyers and/or Suppliers will perform any transaction concluded on sarvampharma.com.

3.11. Sarvam does not at any point of time during any transaction between Buyer and Supplier come into or take possession of any of the products or services offered by the Supplier nor does it at any point gain title to or have any rights or claims over the products or services offered by the Supplier Seller to the Buyer.

4. Modifications of these Terms

4.1. Sarvam reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the sarvampharma.com platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of sarvampharma.com platform will constitute acceptance of the revised Terms.

5. Information Sharing

5.1. Buyers and Suppliers as part of a transaction journey involving raising a RFQ, responding to a RFQ and Listing a product, may, subject to the limitations as per clause 5.2, upload, post, share, send and receive information in the form of text, photo, file attachment or any other form on or through sarvampharma.com. In addition, Sarvam shall also make available certain information on the platform which could be proprietary to Sarvam or include information it is licensed or authorized for use by a third party on sarvampharma.com platform (“Platform Information”).

5.2. Notwithstanding the above, at no stage until a transaction has been completed, as evidenced by generation of a Proforma Invoice upon the Buyer making complete payment for the goods / service purchased, would either Party post any information including text, photos, contact numbers, website address, brand names, product pictures or any other material that discloses your identity to the other party. In the event any Party is found to be in violation of these information sharing provisions, Sarvam reserves the right to remove or black out such information from sarvampharma.com without regards to commercial implication of such removal or blacking out of information to the defaulting party. Sarvam also reserves the right to restrict access to sarvampharma.com platform to such defaulting party or take any action as it deems fit to protect its commercial interest. The rights of Sarvam shall not be prejudiced even where such defaulting party has subscribed to, paid for in full and holds a valid and active membership plan to transact on sarvampharma.com platform.

5.3. User acknowledge and confirm that Platform Information, in part or its entirely, could be protected by copyright, trademark and that the Platform Information and associated intellectual property rights, are the exclusive property of Sarvam and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform Information. All trademarks, service marks, logos, trade names, and any other source identifiers of Sarvam used on or in connection with the Platform Information are trademarks or registered trademarks of Sarvam. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on sarvampharma.com platform are used for identification purposes only and may be the property of their respective owners.

5.4. You will not use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Platform Information save to the extent that you are the legal owner of such information or as expressly permitted under these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sarvam or its licensors, except for the licenses and rights expressly granted in these Terms.

5.5. Access to the Platform Information is granted to you on a non-exclusive and non-licensable basis for a limited period. Subject to your compliance with these Terms, you may download and use the sarvampharma.com platform on your personal device(s); and (ii) access and view any Platform Information made available on or through the sarvampharma.com platform.

5.6. Buyer and Supplier hereby agree that Sarvam shall be free to use and exploit the information provided as part of the transaction journey to promote sarvampharma.com platform in any media or platform. The rights of Sarvam to such information shall be on a worldwide non-exclusive basis, free of royalty and Sarvam shall have the right to store, copy, modify, use, distribute or publish such information on any media or platform. Notwithstanding the above, Sarvam warrants that it shall not claim any ownership rights in such information and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your information

5.7. You represent and warrant that you are the sole and exclusive owner of all information that you make available on or through the sarvampharma.com platform or you have unrestricted rights / licenses to use such information and share on sarvampharma.com. By sharing the information, you represent and warrant that you will not infringe or violate the patent, trademark, copyright, trade secret or any other intellectual property rights of a third party. You are solely responsible for all information that you make available on or through the sarvampharma.com platform

5.8. You further represent and warrant that the information you share on sarvampharma.com shall be restricted to (i) general corporate information about your organization or (ii) pertains to the product that you intend to purchase / sell on sarvampharma.com platform and you shall not share / post any other information on or through sarvampharma.com platform. You warrant that any information you share (i) is not misleading or deceptive and will be accurate in all material respects, (ii) shall not promote any illegal, harmful or restricted substances and (iii) shall not be in violation of these Terms or Sarvam’s Information polices. You acknowledge that Sarvam may, without prior notice, remove or disable access to information it finds to be in violation of these Terms or Sarvam´s policies or standards, or otherwise may be harmful or objectionable to Sarvam, other participants on the platform, third parties, or property.

5.9. If you believe that any content on savampharma.com platform infringes your copyrights or you believes objectionable or misleading content, please notify us on admin@sarvampharma.com.

5.10. Any information related to a corporate or information / document related to a product or its technical specification as available on sarvampharma.com platform is as provided by the Supplier / Buyer. Sarvam shall not independently verify the accuracy or completeness of any information uploaded on sarvampharma.com. Sarvam has no control over and does not guarantee the existence, quality, safety, suitability or legality of any product or quality documents provided by a Supplier and or information listed by Suppliers and or Buyers. The Parties are advised to exercise adequate due diligence prior to entering into any transaction with regards the Buyer / Supplier as the case be, the product, its technical specification and accuracy and completeness of quality documents being submitted. The Parties agree to hold Sarvam harmless against any losses / claims incurred by relying on the information provided on sarvampharma.com.

6. Terms of Use for Buyers

6.1. Account Access

6.1.1. To gain access to all features offered by sarvampharma.com platform, a Buyer needs to create a Sarvam Account and complete registration formalities in accordance to Clause 4.1 and provide the requisite registration information as per Clause 4.2.

6.1.2. You would be required to log in to your Sarvam Account using the log in credentials created at the time of registration every time you wish to access your Sarvam Account.. You will be solely responsible for keeping your Sarvam Account up-to-date at all times and maintain your login credentials confidential.

6.2. Ordering Process
6.2.1. Upon approval of your registration, you can raise a RFQ for any Pharmaceutical Input that you want to purchase on sarvampharma.com platform. Each such RFQ raised by you will be shared with Suppliers who have identified themselves to be dealing in the said product. Each RFQ shall additionally be posted on the Live RFQ page of sarvampharma.com platform and shall be accessible to all registered members and unregistered visitors to sarvampharma.com platform. Your identity however shall remain confidential. You may shortlist any bid that you receive from interested Suppliers against your RFQ after satisfying yourselves that the technical specifications match your requirements. You may also visit the Seller Listing page on sarvampharma.com platform that comprises of products Listed by Sellers to be sold and chose the Pharmaceutical Input that you want to purchase.

6.2.2. When you confirm and add a Suppliers’ bid to your RFQ or choose a product directly from the Seller Listing page, you would be required to make an advance payment as a token of confirmation of your order. Once an advance payment has been made, a Purchase Order (“PO”) is generated capturing the techno-commercial terms agreed between you as the Buyer and the Supplier.

6.2.3. Upon confirmation of the Purchase Order by the Supplier, a Proforma Invoice is generated, creating a legally binding contract between you and the Supplier. It is understood that Sarvam shall not be a part of any agreement between the Buyer and the Supplier. The Proforma Invoice, amongst others shall provide full details and identity of the Supplier and the Buyer, the agreed techno-commercial terms, the shipment particulars and the balance payment due.

6.2.4. Upon the Proforma Invoice being generated, you will be required to complete the balance payment within the time frame specified therein into the designated pooled escrow account of Sarvam maintained with Yes Bank. You and the Supplier shall be intimated of the receipt of the payment into the Escrow Account.

6.3. Logistics & shipment

6.3.1. Completion of the payment process by the Buyer shall trigger booking the logistics to manage the transportation of the products from the Supplier to the Buyer. Upon the payment being credited into the Escrow Account, the website sarvampharma.com, shall book with Shiprocket, the transportation of goods. The details of the transporter shall be shared with the Buyer and the Supplier via sarvampharma.com platform and separately via mail. An estimate of the logistics cost already forms part of the invoice value. The delivery pincode provided at the time of raising the RFQ shall be treated as the final destination for the shipment and no change in the delivery address shall be entertained. In the event Sarvam & Shiprocket do entertain a change in the delivery address, the Buyer agrees to pay, in advance, any incremental logistics cost arising on account of such change in the delivery address. Any incidence of logistics cost arising on account of a delay in acceptance of the shipment by the Buyer, the delivery address falling out of service area for the transporter or any other factor, Buyer agrees to pay such incremental cost to the transporter prior to the shipment being released to the Buyer.

6.3.2. Buyer understands and acknowledges that Sarvam is merely a facilitator for arranging the logistics for the movement of goods and that the logistics services are provided by Shiprocket who shall be solely responsible for providing logistics services. Under no circumstance would Sarvam be held responsible for any deficiency of service by Shiprocket including losses incurred by the Buyer on account of delay in delivering the products to the Buyer or for any damage to the material during transit.

6.3.3. All shipments made shall be ex-works from the Supplier dispatch location. It is thereby mandatory for all shipments to be fully insured for the full value of the invoice. The Buyer has the option to utilize their existing comprehensive policy for material movement to cover for the shipment, as confirmed at the time of registration. In the event the buyer does not own a comprehensive policy for material movement or has not confirmed the same at the time of registration, Sarvam shall take an insurance policy to cover the shipment and the premium payable on such policy shall be borne by the Buyer. Such premium shall form part of the total invoice value. Please review the terms of the insurance policy carefully, in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for the insurance policy, including, but not limited to, whether or not your insurance policy will cover the shipment of the specific order in question. It shall be the responsibility of the Buyer to ensure that it holds a valid insurance policy to cover the shipment and Sarvam shall not be held responsible for any losses incurred by the Buyer on account of not covering the shipment under an insurance policy or for holding inadequate insurance cover for the shipment.

6.3.4. Prior to acceptance of the goods from the logistics provider, the Buyer shall satisfy itself that the products are in good and proper condition and have not been subject to any damage during shipment. In the event the goods have suffered visible damage during transit or where a short quantity has been delivered, the Buyer shall make an appropriate note on the Goods Receipt Note submitted to the logistics provider and take acknowledgement from the logistics provider of transit damage. The Buyer is further advised to take all necessary steps as may be required to support its claim for seeking insurance including taking photographs of the damaged goods.

6.3.5. Upon Sarvam receiving intimation of transhipment damage from the Buyer or the logistics provider, it shall instruct the Payment Aggregator to release payment due to the Supplier from the Escrow Account. The Buyer shall be responsible for initiating an insurance claim from (i) insurance firm providing transhipment coverage or (ii) and in the event the insurance was initiated by Sarvam, then Sarvam shall provide the relevant policy particulars to the Buyer to raise a claim on the insurance provider. Sarvam shall not be liable if an insurance claim is rejected or in the event the claim amount approved by the insurance provider is less that what is claimed by the Buyer. Sarvam through its logistics partner Shiprocket shall provide commercially reasonable efforts to help the Buyer complete the insurance claim process including providing the relevant documents as relevant to initiate the claim process.

6.4. Quality tests and product acceptance or rejection process

6.4.1. Upon the Buyer confirming receipt of goods in good and proper condition to the logistics provider as evidence through generation of Proof of Delivery (“POD”), it shall have 7 (seven) days from the date of receipt of the products (“Quality Test Period”) to complete its own quality test on the products and ensure that they meet the technical specifications as agreed with the Supplier prior to finalization of the Proforma Invoice. On receipt of the POD, Sarvam shall share with the Buyer a mail providing an option to (i) confirm acceptance of the product (“Confirmation Report”) or (ii) reject the product and raise an exception (“Exception Report”). On or prior to the expiry of the Quality Test Period, the Buyer shall either share a Confirmation Report or raise an Exception Report In the event the Buyer fails to provide a Confirmation Report or an Exception Report prior to the expiry of the Quality Test Period, Sarvam shall assume the Buyer to have accepted the shipment and shall forthwith release the payment due to the Supplier.

6.4.2. Prior to expiry of the Quality Test Period, if the Buyer finds that the products supplied do not meet the technical specification as agreed with the Supplier, it shall promptly inform Sarvam of the products failing the quality tests and raise an Exception Report. The Exception Report shall clearly state the reasons for the rejection of the products and provide documentary evidence for the rejection including sharing copies of any quality reports generated by an internal team of the Buyer or by an independent third party laboratory evidencing the outcome of the test and the basis of rejection.

6.4.3. For the purpose of establishing the reference quality parameters of the products supplied, the Certificate of Analysis and any other document detailing the technical specification of the product as shared by the Seller to the Buyer, prior to finalization of the order shall be taken as the reference document/s. Further if the Buyer has requested for additional technical specification incremental to those covered in the COA on its RFQ form, the final product will be required to meet such additional specification unless specifically waived by the Buyer, prior to finalization of the Proforma Invoice.

6.4.4. No claim related to product quality shall be entertained if the Buyer fails to raise an Exception Report prior to the expiry of the Quality Test Period.

6.5. Quality Claim and resolution process

6.5.1. In the event the Buyer has raised an Exception Report prior to expiry of the Quality Test Period, Sarvam shall promptly intimate the Supplier about a quality exception being raised and put a freeze on the amount lying in the Escrow Account. Until a resolution of the product quality issue has been arrived at between the Buyer and the Seller (“Exception Resolution”), it shall be the responsibility of the Buyer to store the products in safe and proper condition and accord the same degree of care, as it would apply to its own material.

6.5.2. The responsibility to arrive at an Exception Resolution rests entirely on the Buyer and the Supplier. Sarvam shall mediate and help facilitate a dialogue between the Buyer and the Seller to arrive at an Exception Resolution, but without any obligations to do so.

6.5.3. Once the Buyer and the Supplier have arrive at an Exception Resolution, they shall provide to Sarvam a written note, duly signed by their respective authorized representative, capturing the final settlement understanding arrived at between the Buyer and the Supplier (“Exception Resolution Note”). The note shall clearly specify how the amount lying in the Escrow Account are to be distributed between the Buyer and the Supplier and the extent of payment (if any) to be made to the Supplier and refund of funds (if any) to the Buyer and underlying terms if any for such payments. Sarvam shall instruct the Escrow Bank to release the monies lying in the Escrow Account against the Proforma Invoice in accordance with the instructions provided in the Exception Resolution Note.

6.5.4. In the event the Buyer and the Supplier are unable to resolve the dispute amicably with regards the quality of the products supplied, the products under dispute shall be sent to an independent third party testing agency (“Testing Agency”). The findings of the Testing Agency shall be deemed final and will be binding on the Buyer and the Supplier. If the Testing Agency establishes that the products meet the quality parameters as agreed between Buyer and the Supplier, the Buyer is bound to accept the shipment without any further demur and Sarvam shall, without requiring an approval from the Buyer, generate a Confirmation Report and forthwith release the payment to the Supplier from the Escrow Account. However if the report of the Testing Agency establishes that the products failed to meet the quality parameters, Sarvam shall raise an Exception Report and release the entire payment made by the Buyer from the Escrow Account.

6.6. Payment timelines

6.6.1. Once a Buyer confirms an order and makes an advance payment resulting in generation of a Purchase Order (“PO”), the Supplier has [24] hours or such other time as determined and updated by Sarvam from time to time, to confirm its acceptance of the PO. Upon the Supplier confirming its acceptance of the PO, a Proforma Invoice is generated. In the event, the Supplier fails to confirm its acceptance of the PO, the PO will stand cancelled and the advance paid by the Buyer shall, at the option of the Buyer, (i) either be credited to the Buyer’s account to be adjusted against future purchases or (ii) refunded back to the Buyer.

6.6.2. Within [48] hours from the time a Proforma Invoice is generated, the Buyer shall be required to make the balance payment due against the Proforma Invoice into the designated Escrow Account. In the event the Buyer fails to complete the balance payment within the stipulated time, the Proforma Invoice shall stands cancelled and the advance paid by the Buyer at the time of confirmation of the order shall be forfeited.

6.6.3. All payments made by the Buyer shall be made only to the Escrow Account. Under no circumstance shall the Buyer transfer any amount directly to the Supplier. Sarvam or its agents, representatives or employees shall never ask a Buyer to transfer money to any private account or to an account not held in the name of Sarvam. The Buyer agrees that if it transfers any amount against any products or transaction to any bank account that is not legitimately held by Sarvam or makes a payment directly to the Supplier or to any personal account of any person, Sarvam shall not be held liable for the same. Buyer shall not hold any right to recover from Sarvam any amount which is transferred by the Buyer in contravention to this clause.

7. Terms of Use for Suppliers

7.1. Account Access

7.1.1. To gain access to all features offered by sarvampharma.com platform, a Buyer needs to create a Sarvam Account and complete registration formalities in accordance to Clause 4.1 and provide the requisite registration information as per Clause 4.2.

7.1.2. You would be required to log in to your Sarvam Account using the log in credentials created at the time of registration every time you wish to access your Sarvam Account.. You will be solely responsible for keeping your Sarvam Account up-to-date at all times and maintain your login credentials confidential.

7.2. Assign Products

7.2.1. For a Supplier to receive Buyer RFQ notification into its Sarvam Account panel, it is required to, identify the products that it normally deals in and add such products to its “My Products” category (“Assigned Products”). By assigning a product, the Supplier agrees to receive all Buyer RFQ enquiries for such Assigned Products which will be reflected on its dashboard and also intimated by sarvampharma.com platform through other forms of communication including email and sms.

7.2.2. All RFQ enquiries received by a Supplier are reflected under its ‘My Enquiries’ panel on sarvampharma.com platform. A RFQ will be shared with a Supplier only where the specification of Assigned Product matches with that of the RFQ.

7.3. Response to RFQ

7.3.1. A Supplier at its option, may chose to respond to a RFQ raised by a Buyer, however it shall be under no obligation to bid for every RFQ enquiry it receives. During the validity of a RFQ or until the Buyer has finalized order for the RFQ by choosing a competing bid (“RFQ Bid Period”), the Supplier shall be free to update all aspects of bid including the price offered or the technical specification of its bid. Supplier is free to make such updates as many times during the RFQ Bid Period

7.3.2. A Supplier bid against an RFQ has to be for the exact quantity as requested by the Buyer in the RFQ and is also required to match all technical specifications defined in the RFQ including but not limited to the Make, product shelf life and the supplies need to adhere to the delivery timelines defined in the RFQ.

7.3.3. The Supplier warrants that any information provided in response to a Buyer RFQ or any updates to its bid made during the RFQ Bid Period, shall be true, accurate and complete in all respects. Any document reflecting the technical specification of the products (eg, COA, DMF etc.) provided by the Supplier in response to a Buyer RFQ shall be assumed to reflect the final quality and specification of the product that would be supplied by the Supplier unless a revised document reflecting the final product technical specification has been agreed to between the Supplier and the Buyer prior to finalization of a Proforma invoice. In the event of any dispute between the Supplier and the Buyer with regards to product quality, the technical specification as defined in the quality documents provided by the Seller and accepted by the Buyer shall be taken as final. In the event multiple documents defining the product specifications have been shared by the Supplier, unless otherwise specifically agreed by the Buyer, the document/s shared by the Supplier in response to the RFQ shall be treated as final.

7.3.4. The Supplier, in response to its bid against Buyer RFQ, is mandated to provide packing details underlying the shipment and shall ensure that such details are accurate in all aspects including the nature of cargo and the dimensions of the cargo. In the event the packing dimensions of the shipment handed over to the logistics firm is different from those provided in the response to Buyer RFQ form and such change results in an increase in final logistics cost (“Incremental Logistics Cost”), the Supplier shall be solely responsible for such Incremental Logistics Cost and grants Sarvam the right to recover the entire Incremental Logistics Cost. Sarvam may recover such Incremental Logistics Cost from the Supplier either against the payment due to it for the said order or against any future payments owed to the Supplier.

7.3.5. A Supplier is also required to provide the location from where it shall ship the product prior to submitting its bid. No change in the pick up location shall be permitted once a bid has been placed.

7.3.6. The Supplier is required to meet all technical specification defined by the Buyer in the RFQ including a requirement to submit requested documentation. Any deviation in the supplies from the terms as defined in the Buyer RFQ and agreed in the Proforma Invoice can provide the Buyer a right to cancel an order even after a Proforma Invoice has been generated.

7.3.7. Supplier understands that submission of a bid does not assure that a bid will convert into an order, whether or not the Supplier bid was the lowest or the most technically qualified bid made against the Buyer RFQ. Acceptance of a bid is the sole prerogative of the Buyer and Sarvam plays no role in deciding the outcome of a bid submitted by the Supplier.

7.4. List Product

7.4.1. Subject to limitations under a membership plan opted for by the Supplier or any other limitations placed by sarvampharma.com specific to the Supplier or in general for all participants, a Supplier shall be free to ‘list’ its products for sale on sarvampharma.com platform (“Seller Listing”). Listing of a product for sale shall require the Supplier to providing complete and accurate information as required on the Listing form pertaining to the product to be listed. Such product shall be placed under seller listing tab on sarvampharma.com and shall be visible to all registered members of sarvampharma.com platform and also accessible by all visitors to sarvampharma.com. Your identify however shall remain confidential.

7.4.2. A Supplier is required to commit total quantity of the product that it is desirous to offer under Seller Listing, a Minimum Order Quantity (“MOQ”) below which it shall not accept any order and a Price for the MOQ quantity at which it has listed the product for sale. A Seller Listing shall be valid for a period of [14] (fourteen) days (“Listing Period”) or such other period as may be prescribed by Sarvam from time to time and intimated to the Suppliers. Buyers can buy a quantity that shall be the minimum of MOQ or in multiples of MOQ.

7.4.3. Once a product has been listed, a Supplier, during the Listing Period, shall be free to update any particulars of the listing including the price, total quantity offered or the MOQ subject to each revision being valid for a minimum period of [24] (twenty four) hours.

7.4.4. Where a Buyer has chosen to buy a product from the Seller Listing tab and has generated a PO after making an advance payment, the Supplier shall be obliged to accept such order and deliver the product so long as the quantity proposed to be purchased is less than the total quantity listed by the Supplier (updated by the Supplier as permitted during the Listing Period) adjusted for any quantity already sold from the said Seller Listing.

7.5. Ranking of Seller listing

7.5.1. The ranking and positioning of the Seller Listing shall be determined by Sarvam and shall be based on various factors which shall include
a) Priority listing service if any chosen by the Supplier
b) Relevance and demand for the product being listed from Buyers on sarvampharma.com platform
c) track record of the Supplier on sarvampharma.com platform
d) quality of information provided by the Supplier at the time of listing
e) any other criterion as may be decided by Sarvam from time to time

7.5.2. A Supplier shall not dispute the ranking of its listing on sarvampharma.com platform and the prioritization to each Seller Listing as accorded by Sarvam or determined based on computer based algorithms shall be final and binding on the Supplier.

7.6. No Assurance

7.6.1. A mere listing of a product does not assure that the Supplier would generate interest and lead to orders from potential Buyers. Sarvam shall not be responsible if a Seller Listing generates orders for a quantity that is less that what was listed for sale or does not generate any orders from potential Buyers. Sarvam’s responsibility is to merely ensure that the product is listed under the relevant tab / pages on sarvampharma.com platform subject to the guidelines as outlined under “Ranking of Seller Listing” during the Listing Period.

7.7. Conditions of Supply

7.7.1. We shall intimate you once the Buyer has made payment underlying a Proforma Invoice and the same has been credited to the Escrow Account, signifying that the payment due to you against the order has been secured. You are now required to promptly initiate the delivery of the product in accordance with the terms of the Proforma Invoice. You are advised not to initiate shipment of the product unless a confirmation of the payment has been provided by Sarvam. In the event you ship the product prior to receipt of a payment confirmation, Sarvam shall cease to have any obligations to release a payout to you from the Escrow Account, regardless of whether or not the Buyer subsequently makes payment into the Escrow Account against the said Proforma Invoice.

7.7.2. Once a Proforma Invoice has been generated either as part of the Buyer RFQ process or as part of the Seller Listing process, the Supplier is obligated to supply the products within the agreed time, for the exact specified quantity and of the technical quality and specifications as reflected on the Proforma Invoice. The Supplier recognizes that any delay or default by the Supplier in meetings any of its obligations under the Proforma Invoice can result in loss of production and consequences thereof. Any cost incurred by Sarvam and or the Buyer in finding an alternate source of supply for the product including loss arising on account of an increase in cost of the buying the product relative to the price agreed under the Proforma Invoice (“Supply Default Loss”) would entirely be to the account of the Supplier. Sarvam shall recover such Supply Default Loss against future payments owed to the Supplier. Sarvam may further blacklist such supplier and restrict its access to sarvampharma.com platform to undertake any further transactions.

7.8. Logistics

7.8.1. As part of the listing particulars, a Supplier is required to
i. confirm the location from where it shall ship the product for every confirmed order. No change in the pick-up location shall be permitted once an order has been finalized.
ii. provide packing details for the MOQ quantity. Supplier needs to ensure that such details are accurate in all aspects including the nature of cargo and the dimensions of the cargo. In the event the packing dimensions of the shipment handed over to the logistics firm is different from those provided in the listing form, any Incremental Logistics Cost arising on account of such variation shall solely be to the account of the Supplier. Sarvam may recover such Incremental Logistics Cost from the Supplier either against the payment due against the said order or against any future payments owed to the Supplier.

7.8.2. Once the transportation has been finalized with the logistics provider, the supplier would be provided the details of the transporter allotted to pick up the consignment from the address provided by the Supplier. Prior to making the shipment, the Supplier shall generate an e-way bill (Part A) and provide a copy of the same to the transporter and shall further ensure that all mandatory documents (eg e-invoice) required for a shipment are generated and handed over to the transporter at the time of shipment. The Supplier shall coordinate with the transporter and ensure that there are no delays in handing over the consignment and the mandatory shipment documents to the transporter. In the event the Supplier is not ready with the consignment and the shipping documents on the designated date of shipment as agreed with the transporter and if the transporter levies any additional charge for scheduling an alternate pick-up date, such additional cost will be borne by the Supplier and shall be adjusted against the payment due to the Supplier.

7.8.3. Prior to handing over the consignment to the transporter, the Supplier is advised to ensure that the products are appropriately sealed with Supplier identifiable tamper proof seals / tapes. Supplier would solely be responsible for any theft / pilferage during transportation where non logo bearing standardized seals or tapes were used. It is also advisable to upload pictures of sealed products being delivered to the transporter. Any issue of theft / pilferage during transportation shall be dealt directly by the Supplier and the transporter. Sarvam shall, without an obligation to do so, help mediate and arrive at an amicable settlement between the Supplier and the transporter.

7.9. Post Shipment Obligations

7.9.1. Once a consignment has been successfully handed over to the designated transporter, the Supplier shall forthwith share the following documentation with the Buyer through the document sharing page on sarvampharma.com
i. Commercial Invoice
ii. e-invoice
iii. e-way bill
iv. Consignment pictures if taken by the Supplier
v. Any other document as agreed under the Proforma Invoice or requested by the Buyer or Sarvam

7.9.2. The Supplier represents and warrants that it shall deposit the GST collected from the Buyer pertaining to the transaction within the timelines as prescribed under applicable law and submit a monthly statement to Sarvam evidencing such payments.

7.10. Release of Payment

7.10.1. Any payment due to a Supplier shall be strictly made to the bank account details provided at the time of registration or updated by the Supplier on sarvampharma.com. Prior to finalization of a Proforma Invoice, the Supplier is required to confirm the bank account in which it expects the payment against the Proforma Invoice to be credited, upon satisfactory completion of the shipment. Sarvam will not entertain any request for a change in bank account post finalization of Proforma Invoice. Further, under no circumstance will a payment due to a Supplier be credited / transferred to any other third party.

7.10.2. The Supplier shall be entitled to receive payment against a successfully completed order, the earlier of the day the Confirmation Report is generated by the Buyer or [7] (seven) days from the date of the POD evidencing that the consignment has been delivered to the Buyer provided however that and an Exception Report has not been generated by the Buyer within the Quality Test Period (“Payment Day”). Within 3 (three) working days from the Payment Day, Sarvam shall instruct the Escrow Bank to release payment to the Supplier, after adjusting for the following amounts from the total payment made by the Buyer into the Escrow Account against the Proforma Invoice:
i. Logistics cost (as appearing on Proforma Invoice)
ii. Insurance charges (as appearing on Proforma Invoice)
iii. Transaction Processing Charges (as appearing on Proforma Invoice)
iv. Commission due to Sarvam
v. Recoveries towards Incremental Logistics Cost and Supply Default Loss

7.10.3. Working days for the purpose of releasing payment shall mean working days for banks in Mumbai. In the event the day on which the payment is required to be released happens to be a bank holiday, the payment shall be released on the next working day for the banks in Mumbai.

7.10.4. In the event the Buyer has raised a valid Exception Report, Sarvam shall instruct the Escrow Bank to hold back the amount received from the Buyer against the Proforma Invoice in the Escrow Account until the Buyer and the Supplier have arrived at an Exception Resolution and issued an Exception Resolution Note. Sarvam shall instruct the Escrow Bank to release the funds lying in the Escrow Account against the Proforma Invoice in accordance to the instructions outlined in the Exception Resolution Note.

7.10.5. Where the Exception Resolution Note prescribes that the product does not meet the quality parameters as agreed in the Proforma Invoice, the Supplier shall, at its own cost, within [3] (three) days of the Exception Resolution Note, arrange for the rejected material to be picked up from the Buyer location and take the material under its possession. Execution of an Exception Resolution Note however shall not absolve the Supplier from its obligation under Supply Default Loss or Incremental Logistics Cost if any, it being understood that the Incremental Logistics Cost shall include the logistics cost incurred for shipment of the consignment from the Supplier to Buyer prior to an Exception Report being raised.

8. Escrow Account and Payment Mechanism

8.1. With an objective of providing a safe and convenient way to settle payments on transactions concluded on sarvampharma.com platform and to protect the interests of the Buyer and the Supplier, Sarvam has entered into partnership with
• YES Bank Limited, a company incorporated under the Companies Act, 1956 and a banking company within the meaning of section 5(c) of the Banking Regulation Act, 1949 (“Yes Bank”) and inter alia also engaged in providing payment aggregation services
• In-Solutions Global (“ISG”), is a full service payments solutions provider and inter-alia engaged in providing payment processing and transaction settlement payment

8.2. Through its partnership with Yes Bank and ISG, Sarvam provides services for collection of payment from the Buyer and executing pay-outs to the Supplier through sarvampharma.com platform for the sole purpose of settling payments in relation to transactions executed on sarvampharma.com platform (“Escrow Services”).

8.3. All payments made by a Buyer shall be held in a dedicated Payment Aggregator Pool Account (“Escrow Account”) that Sarvam shall maintain with Yes Bank (“Escrow Bank”) in accordance with paragraph 3.2 of Reserve Bank of India’s (“RBI”) guidelines on regulation of payment aggregators and payment gateways dated March 17, 2020, of the as may be amended or clarified from time to time. Yes Bank has been authorized by the RBI to provide Payment Aggregation services.

8.4. All payments made by Buyers into the Escrow Account shall be processed through a payment gateway owned and operated by ISG Global (“PG Services”)

8.5. By using the Escrow Services and PG Services, the Buyer and the Supplier agree to be bound by the privacy policies and terms & conditions underlying the Escrow Service and PG Service as defined by Yes Bank and ISG respectively (“Partner T&C”). In the event of any conflict between these Terms and the Partner T&C, to the extent it relates to Escrow Services or the PG Services as the case be, the terms and conditions under the Partner T&C shall apply unless specified otherwise. You are encouraged to read and familiarize with the Partner T&C that can be accessed as follows:
• Yes Bank: https://www.yesbank.in/pdf?name=regulatorypolicies_termsandconditions.pdf
• ISG: https://insolutionsglobal.com/legal/

8.6. The facilitation of the Escrow Services and PG Services on sarvampharma.com platform does not constitute endorsement of these services by Sarvam and Sarvam cannot be held liable for the availability and accuracy of such services.

8.7. The Buyer and Supplier warrant that the Escrow Services can be utilized solely in connection with transactions executed on sarvampharma.com platform and are accessible so long as the Buyer and Supplier are registered members on sarvampharma.com platform

8.8. You acknowledge that sarvampharma.com platform, to the extent required, shall be free to share with Yes Bank and ISG all information pertaining to your organization as provided at the time of registration which shall include your bank account details and also provide complete details and particulars of the transaction executed by you on sarvampharma.com platform with a view to allow you to use the services. The information so shared shall be governed under the privacy policies of Yes Bank and ISG respectively.

8.9. By agreeing to use the Escrow Services and PG Services, you confirm and acknowledge that you
• are over 18 years old
• can enter into legally binding contracts
• shall abide by the Partner T&C at all times
• have the authority to bind your organization to the Partner T&C
• grant permission to Yes Bank, ISG and Sarvam to store your bank account details and promptly update the same for any changes in future

8.10. You are solely responsible for the accuracy and completeness of the bank details provided by you that shall be utilized for making pay-out from the Escrow Account. Sarvam shall not be responsible for any loss arising as a result of incorrect details provided or failure to update the bank details. In the event more than one bank account information has been provided, the bank account details provided at the time of registration shall be taken as the default account to which the payments shall be released.

8.11. Each of Buyer and Seller understand that Sarvam, through its partnership with Yes Bank and ISG, is merely collecting the amount due from the Buyer to the Supplier in connection with purchase / sale transaction executed on sarvampharma.com platform and maintaining such collected amounts in the Escrow Account.

8.12. Sarvam hereby represents and warrants that it does not have any access to and shall not access the funds lying in the Escrow Account for its general corporate / investment purpose and any payouts made from the Escrow Account shall be made
(i) in case of a successful transaction to the Seller for the value of the goods supplied + the GST and the balance amount to Sarvam to cover the cost of logistics, insurance, transaction processing fees and the fees due to it on the transaction and
(ii) in case of a failed transaction, the entire amount being reimbursed to the Buyer
(iii) where an advance payment has been collected from the Buyer and a Proforma Invoice is not generated, the entire amount to be refunded to the Buyer

8.13. No service charges / expenses / fees shall be debited to the Escrow Account by either of Sarvam, Yes Bank or ISG.

8.14. Ratings

8.14.1. On completion of a purchase / sale transaction, the Buyer / the Supplier, as the case may be, will have the option but not an obligation to provide a rating that reflect their perception of the quality of service and responsiveness of the other party. The ratings shall not be independently verified by Sarvam. By its very nature, the rating are subjective judgements made the party providing the rating and may not be accurate. Buyers and Suppliers are prohibited from manipulating the Ratings in any manner.

8.14.2. Sarvam, at its option, shall assign a rating to each Buyer and a Supplier of sarvampharma.com. Sarvam, at its discretion, shall define the parameters and the respective weightage of each parameter, that would be used to assign such a rating. These parameters shall include the transaction history of the user, RFQ / bid conversion rates, transaction initiation to closures, supply and quality, deal closures and other transaction specific parameters as may be defined by Sarvam from time to time. These ratings are merely a representation of the user’s transaction history on the platform and merely serves as an input to help a Buyer or a Supplier to take an informed decision. The ratings shall not be construed to be an endorsement by Sarvam of any particular Buyer or a Supplier.

9. Liability Limitation

9.1. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of sarvampharma.com platform, the Escrow Services and PG Services remains with you and you shall be responsible for any transaction undertaken on sarvampharma.com using your login credentials including all actions undertaken by your authorized person.

9.2. You acknowledge and agree that any transaction you execute on sarvampharma.com is at your own risk and you would use your best and prudent judgment before entering into any transactions. Sarvam shall neither be liable nor responsible for any actions or inactions of the Buyers or Suppliers nor any breach of conditions, representations or warranties by the Buyers or Suppliers of the products and hereby expressly disclaim and any all responsibility and liability in that regard. We undertake no obligation to mediate or resolve any dispute between a Buyer and a Supplier.

9.3. Sarvam further expressly disclaims any warranties or representations (express or implied) in respect of quality, suitability, reliability, performance, fitness for a particular purpose, or legality of the products listed or transacted or the content (including product specification or pricing information) on sarvampharma.com platform. All information (including the price of products), products, services and related graphics are provided as is by a Buyer or a Supplier. We do not implicitly or explicitly support or endorse the sale or purchase of any products on the website. At no time shall any right, title or interest in the products sold through or displayed on the website vest with Sarvam nor shall Sarvam have any obligations or liabilities in respect of any transactions completed on sarvampharma.com platform.

9.4. The Buyer, Supplier and any party accessing the website sarvampharma.com platform expressly acknowledge and agree that neither Sarvam nor its directors, officers, employees or agents shall be liable for any incidental, exemplary or consequential damages including loss of profit or goodwill arising on account of
a. the use of sarvampharma.com platform
b. any downtime to the website sarvampharma.com or restriction placed on your access to sarvampharma.com platform in accordance to these Terms or your inability to access sarvampharma.com for any other reasons
c. any misrepresentation made by any Buyer or Supplier on the sarvampharma.com platform
d. transactions executed between a Buyer and Supplier on sarvampharma.com platform
e. loss arising on account of a delay or non-fulfilment of an obligation by either of Buyer or Supplier, including any cost incurred towards obtaining substitute goods/services or on account of non payment of GST
f. any unauthorised access to your or your account or loss of data
g. any deficiency in services of any party engaged in fulfilling a purchase / sale transaction on sarvampharma.com

9.5. Sarvam’s sole liability hereunder shall be restricted to ensuring that the payment from a Buyer is received upon finalization of a Proforma Invoice and further timely instructions are provided to the Escrow Bank to release the funds in the Escrow Account in accordance to the Terms. Sarvam represents and warrants to utilize the funds in the Escrow Account in accordance to the Terms.

9.6. The Buyer and Supplier understand and acknowledge that Sarvam is merely a marketplace platform and may not meet all requirements of all parties and does not assure that a Buyer RFQ or a Seller Listing shall convert into an order. Sarvam does not assure that the website sarvampharma.com will be available and accessible at all items uninterrupted and is fully secure and operates without error or that it will be free from viruses or other harmful elements.

9.7. The Buyer and the Supplier hereby agree to indemnify and hold Sarvam and its officers, directors, agents and employees harmless against any claim or demand, or actions including reasonable attorney's fees, made by any third party or penalty imposed due to or arising out of your breach of the Terms, or your violation of any law, rules, regulations or the rights of a third party

9.8. Nothing in these Terms shall exclude or restrict any liability arising on account of fraud, gross negligence or wilful misconduct by Sarvam.

9.9. All commercial transaction completed on sarvampharma.com represents a legal contract executed directly between a Buyer and a Supplier and Sarvam shall not be a party to such contracts and shall have no liability arising from such a contract, including those related to timely supply or quality of the of the goods / services being provided under such contract.

9.10. Information provided by a Buyer or Supplier with regards to their company and or their product range is disseminated on sarvampharma.com on an ‘as is’ basis. Sarvam not independently verify or validate or endorse any such information provided by the Buyer or Supplier. Further Sarvam does not warrant the accuracy, completeness or reliability of information provided by the Buyer or Supplier. The website sarvampharma.com also contains certain information that is sourced by Sarvam from public sources and presented merely for the information of the Buyer and Seller. Sarvam has not independently verified the accuracy of such information. The users on sarvampharma.com are advised to undertake their own due diligence prior to using or relying on any information available on sarvampharma.com prior to entering into any commercial transaction.

9.11. Sarvam will make its best endeavour to ensure that the content on sarvampharma.com is free of any virus or such other malwares. However, any data or information downloaded or otherwise obtained through the use of sarvampharma.com including any files that are provided by the Buyer or the Supplier as part of the transaction journey, is done entirely at the users own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that may result from the download of such data or information.

10. Other terms

10.1. We reserve the right to make changes to our website, policies, and these Terms at any time. You will be subject to the policies and Terms in force at the time that you use the website sarvampharma.com or when you execute a transaction that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition

10.2. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

10.3. If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.

10.4. Sarvam adopts the best industry standard to secure the information as provided by all users of sarvampharma.com platform. However, Sarvam cannot guarantee that there will never be any security breach of its systems which may have an impact on the user’s information.

10.5. The data of the users as available with Sarvam may be shared with concerned law enforcement agencies for any lawful or investigation purpose without the consent of the users.

10.6. These conditions are governed by and construed in accordance with the laws of India. You agree, as we do, to submit to the exclusive jurisdiction of the courts at Mumbai.