Terms and Conditions

1. INTRODUCTION

1.1 SOLB2B.com is a site operated by Sol Mobiles Private Limited ('we' and 'us'). Sol Mobiles Private Limited is a private limited company, registered in Mumbai, India with its registered office at [A 204, Kol Dongri CHS, Parsiwada, Sahar Road, Andheri (East), Mumbai - 400 099, India.] (the 'Service Provider').

1.2 These Terms and Conditions (the 'Terms') apply to your use of the www.sol b2b.com website (or any successor or incarnation of the same) (the 'Site') which is operated and owned by the Service Provider. By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms. If you do not agree to these Terms, please cease using the Site.

1.3 These Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these Terms.

2. APPLICATION OF AND ACCEPTANCE OF THESE TERMS

2.1 For purposes of these Terms, a 'User' is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with the Site as a Registered User, as defined in Clause 8.1 below, or whether such User has subscribed for any of the services as set out in Clause 4.1 below.

2.2 We reserve the right, in our sole discretion, to change, modify, add or remove parts of these Terms at any time. You are responsible for reviewing these Terms periodically for changes after we post any changes as your confirmed use of the Site, after amendments are posted, constitutes an acknowledgement and acceptance of the Terms (including any modifications thereto).

3. ACCESSING THE SITE

3.1 Access to the Site and certain of its features are provided to all Users free of charge. Your right to access this Site is subject to any limits established by us. Notwithstanding anything contained in these Terms to the contrary, we may, in our sole discretion, terminate or restrict your participation in or use of the Site.

3.2 Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the Site without notice. We will not be liable if for any reason the Site is unavailable at any time or for any period.

3.3 You are responsible for making all arrangements necessary for you to have access to the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms, and that they comply with them.

4. SERVICES

4.1 The Service Provider provides a range of free services on the Site which allows Users to post WTB / WTS status of branded mobile phones and related products of such mobile phones and related products, once registered as a Registered Users, as defined in Clause 8.1 below.

4.2 You shall not undertake any scheme to undermine the integrity or functionality of the services offered on the site, nor shall you attempt to gain unauthorised access to any services, data or computer systems which have not been expressly made available to your computer systems or networks.

5. SITE CONTENT AND INTELLECTUAL PROPERTY RIGHTS

5.1 The Site and all, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), (the 'Site Content') embody trade secrets and intellectual property rights protected under Indian and international copyright and other laws and are owned, controlled or licensed by the Service Provider, or by the original creators of such materials or their permitted licensors.

5.2 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited right to access and use the Site and the Site Content. However, no right, title, or interest in any of the Site Content will be granted or transferred to you as a result of any permitted use of such materials. All title, ownership and intellectual property rights in the Site and Site Content shall remain with the Service Provider, its affiliates or licensors of the Site Content, as the case may be.

5.3 You may use the Site and the Site Content only for viewing the Site in the ordinary course or as a resource for purchasing and selling products offered through the Site. Use of the Site and/or the Site Content, for any purpose not expressly permitted in these Terms including any copying, reproduction, modification, sale, distribution, extraction, re-utilisation, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the Service Provider is strictly prohibited.

5.4 In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, operating a business that competes with the Service Provider, or otherwise commercially exploiting the Site Content.

5.5 Any systematic retrieval of Site Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from the Service Provider is strictly prohibited.

5.6 All rights not otherwise claimed under these Terms or by the Service Provider are hereby reserved. Please notify us immediately if you become aware of any infringement of any intellectual property on the Site.

6. THIRD PARTY CONTENT

6.1 Some of the Site Content is provided or posted by you or by third parties ('Third Party Content'). Neither the Service Provider nor any of our affiliates, directors, officers or employees harmless has entered into any sales agency relationship with such third parties by virtue of the Service Provider's display of the Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. The Service Provider is not responsible for the accuracy, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, the Service Provider is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct. Notwithstanding the foregoing, where the Service Provider becomes aware of any suspected unlawful or improper activity on the Site whether in Third Party Content or otherwise, the Service Provider reserves the right to immediately remove such Third Party Content pending further investigation.

6.2 The Service Provider may allow you access to content or products offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party websites. These links are provided solely as a convenience to you and not as an endorsement by the Service Provider of the content on such third party websites. You acknowledge that the Service Provider has no control over such third party websites, does not monitor such sites, and shall not be responsible or liable to anyone for such site, or any content, products or services made available on such site. If you decide to access linked third party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. You are cautioned to read the terms and conditions and/or privacy policies before using any such third party websites.

6.3 The Service Provider generally welcomes the hyper-linking to the Site from other appropriate websites provided such links are to the Site's homepage (and not any deeper within the Site) and provided the Service Provider gives its consent to the establishment of such links. Notwithstanding the foregoing, the Service Provider reserves its absolute right to refuse to consent to such links without giving any reasons. Any links to the Site from another website must be presented in such a manner so that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor's user experience.

7. PRIVACY POLICY

7.1 We are committed to protecting your privacy and security. This Site includes areas where you are requested to input information about yourself or others. All personal data that we collect from you will be processed in accordance with our Privacy Policy as published on the Site from time to time. You should review our Privacy Policy, which is incorporated into these Terms by this reference. Each User, Registered User, as defined in Clause 8.1 below, hereby accepts the Privacy Policy and any updates and amendments thereto. All such updates and amendments will be published on the Site and continued use of the service will be deemed to indicate acceptance of any such revised Privacy Policy.

8. REGISTERED USERS

8.1 By filling out the on-line application form on the Site, and by providing your information (such as name, address, telephone, fax number, email address, details of your business, etc.), you can become a registered user of the Service Provider (a 'Registered User'). If your application is accepted, the Service Provider will establish an account ('Account') for you and you will be assigned a user alias ('User ID') and password ('Password') for log-in access to your Account. You represent and warrant to the Service Provider that all information submitted to the Service Provider during the registration process is true, accurate, current and complete.

8.2 Notwithstanding Clause 8.1 above, the Service Provider may refuse registration and deny the issuance of an Account and/or Email Account and associated User ID and Password to you without giving a reason.

8.3 By becoming a Registered User, you consent to the terms & conditions of SOLB2B including the inclusion of your personal data in our [Global Buyer Database] and authorize the Service Provider to share such information with other Users in accordance with Privacy Policy.

9. SUSPENSION OF REGISTERED USER ACCOUNTS

9.1 The Service Provider may suspend or terminate a Registered Users' Account or Email Account, as described in Clause 10.1 below, at any time by giving no less than 3-hours notice to the Registered User, provided, however, that notice is not required for such termination if: in the Service Provider's determination, there is any breach of the provisions of these Terms by the Registered User; the Service Provider has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or the Service Provider believes that the Registered User's actions may cause financial loss or legal liability to any such Registered User, the Service Provider or other Users.

9.2 In any case where the Service Provider suspends or terminates a Registered Users' Account or Email Account as a consequence of any breach by that User of these Terms or the terms of the Privacy Policy, the User shall not be entitled to a refund or return of goods.

10. REGISTERED USER IDENTIFICATION AND PASSWORDS

10.1 As a Registered User, you are responsible for maintaining the strict confidentiality of your Password and for any activity under that Password, you agree to: immediately notify the Service Provider of any unauthorized use of your Password or any other breach of security; and ensure that you log out and fully exit your Account at the end of each session. It is your sole responsibility to control the dissemination and use of your Password, control access to and use of your Account. If and when you wish to close your Account, it is also your sole responsibility to notify the Service Provider of such an intention.

10.2 The Service Provider will not be responsible or liable for any loss or damage arising from your failure to comply with this Clause 10.

10.3 You should keep your Password safe and should not disclose it to any other person. You shall not transfer or sell your User ID to any other person and you shall not permit, either directly or indirectly, any other person to utilise your User ID, Password or Account.

11. REGISTERED USERS WHO POST THIRD PARTY CONTENT ON THE SITE

11.1 You must be a Registered User in order to post Third Party Content on the Site using the self-help submit and edit tools provided through the Site. Your status as a Registered User is governed by the provisions of Clause 8 above.

11.2 No sales agency relationship is created between you and the Service Provider, our affiliates, directors, officers or employees by virtue of the Service Provider's display of any of Third Party Content on the Site.

11.3 You hereby represent, warrant and agree to: provide the Service Provider with true, accurate, current and complete information to be displayed on the Site; and maintain and promptly amend all information to keep it true, accurate, current and complete. You hereby grant to the Service Provider a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all Third Party Content (in whole or part) provided by you in accordance with the purposes set forth in these Terms and to exercise the copyright, publicity, and database rights you have in such Third Party Content, in any media now known or not yet developed.

11.4 You hereby represent, warrant and agree that: you have obtained all necessary third party copyright or trademark licenses and permissions required to post any Third Party Content; you shall be solely responsible for ensuring that any Third Party Content you post on the Site does not violate the copyright, trademark, trade secret or any other personal or proprietary rights of any third party; and you will ensure that all Third Party Content is posted with the permission of the owner(s) of such rights. Without limiting the generality of Clause 17, you agree to indemnify the Service Provider in full regarding any claims arising from your breach of the foregoing warranty.

11.5 You agree not to use the Site or cause or permit the Site to be used: so as to jeopardise or prejudice the operation, quality or integrity of the Site, or the operation, quality or integrity of any telecommunications network; to harvest or otherwise collect information about others, including e-mail addresses, without their consent; to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful programs; or contrary to the terms and conditions of any internet service provider whose services you may use.

11.6 You hereby represent, warrant and agree that Third Party Content submitted by you to the Service Provider for display on the Site shall not: contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities; be part of a scheme to defraud other Users of the Site or for any other unlawful purpose; relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or data protection rights or rights of publicity or privacy; violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); be defamatory, libelous, unlawfully threatening or unlawfully harassing; be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promote sexually explicit materials or be otherwise harmful to minors; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, membership of an ethnic community or age; be used for any direct marketing, surveys, contests or pyramid schemes, or to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material; contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourage conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation; solicit business from any Users in connection with a commercial activity that competes with the Service Provider; contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with or intercepting any software or hardware system, data or personal information; link directly or indirectly to or include descriptions of goods or services that are prohibited under these Terms; or otherwise create any liability for the Service Provider, affiliates, directors, officers or employees.

11.7 The Service Provider reserves the right in its sole discretion to remove any Third Party Content displayed on the Site which it reasonably believes is unlawful, could subject the Service Provider to liability, violates these Terms or is, in the Service Provider's opinion, otherwise inappropriate.

11.8 The Service Provider reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing or breach of these Terms. Further, the Service Provider may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and the Service Provider shall not be liable for damages or results thereof and you agree not to bring any action or claim against the Service Provider for such disclosure.

11.9 In furtherance of this Clause 11, the Service Provider may suspend or terminate the Account of any User as deemed appropriate by the Service Provider in its sole discretion.

12. TRANSACTING AS A BUSINESS ENTITY

12.1 The Service Provider acknowledges that the use of the Site is not restricted to businesses or companies only and may be accessed by Individuals representing the proprietorship and / or partnership firms.

12.2 If as a User, Registered User, you are or represent a Business Entity, you warrant that (a) you have the authority to bind the Business Entity to the Terms; (b) the address you use when registering is the principal place of business of such a Business Entity; and (c) all other information submitted to the Service Provider during the registration process is true, accurate, current and complete. For the purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.

13. TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS - THE TRADING FLOOR

13.1 Through the Site, one of the services provided by the Service Provider is an electronic web-based platform where suppliers of products post the offer of ready branded mobile phone stocks and where the buyer of products post their requirements for the ready branded mobile phone stocks (the 'Trading Floor'). The function of the Trading Floor is to act as a venue to allow Users to offer, seek, buy and sell mobile phones, cellular phones and all associated accessories, and related items (the 'Products').

13.2 The Service Provider provides a trading floor facility which operates by linking and matching Users and their corresponding offers and requirements thereby facilitating trade in the Products through the service provider. Those Users listing Products for sale via the Trading Floor are referred to as the Sellers (the 'Sellers'), while those Users purchasing Products via the Trading Floor are referred to as the Buyers (the 'Buyers'). The Service Provider does not possess the items offered through the Site and furthermore the Service Provider does not represent the Seller nor the Buyer in Transactions but only negotiate the offers and requirements and make it available to the Buyer and Seller to conclude the transaction at the most competitive rate.

13.3 The Service Provider does not control and is not liable to or responsible for the accuracy or reliability of the descriptions of Products included on the Trading Floor, any written or oral representations in relation to such Products, the quality, safety, lawfulness or availability of the Products offered for sale on the Trading Floor or the ability of Service Provider to complete a proposed Transaction.

13.4 You acknowledge that you are fully assuming the risks of purchase and sale when using the Site to conduct Transactions. Such risks shall include, but are not limited to: misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications or international standards, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents ('Transaction Risks'). You agree that the Service Provider shall not be liable or responsible for any damages that may arise as a result of or in connection with any Transaction Risks.

13.5 The offer, sale, purchase of any Product is not valid and legally binding merely because it is listed on the Trading Floor, nor do we accept any obligation to protect you from unsafe Products listed for sale on the Trading Floor. The offer, sale and / or purchase becomes valid and legally binding when the said offer, sale and / or purchase is negotiated by the Service Provider with the registered Users and the transaction is concluded.

13.6 You are solely responsible for all of the terms and conditions of the Transactions conducted on, through or as a result of use of the Trading Floor, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. You must not offer, sell, bid for, or buy any items which we do not permit on the Site, including but not restricted to, encryption software or hardware.

13.7 When using this Site, you accept and agree that the Service Provider is not responsible for the acts or omissions of Users on the Site. In the event that any User has a dispute with any party to a Transaction, such User agrees to release and indemnify the Service Provider (and its agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Transaction and that any right, claim or action you have against any other User arising from that User's use of the Site, will be pursued independently of and without recourse to us. In the event the Supplier fails to deliver the stocks and in the event the Buyer fails to pay the money, then the Service Provider shall make all endeavors to protect the interests of the suffering party by taking steps to conclude the transactions but in no event shall be liable for the default by the Users.

14. RULES FOR BUYERS USING THE TRADING FLOOR

14.1 If you are a Buyer, you are legally obliged to conclude a Transaction with the Service Provider for a Product on the Trading Floor if you agree to purchase a Product listed on the Trading Floor from Service Provider via the Trading Floor unless the Transaction is prohibited by these Terms or by local or international law.

14.2 You agree to be bound by the sale terms included or description of the Products when buying unless such sale terms are in breach of these Terms or are otherwise unlawful.

14.3 Only in certain exceptional circumstances will you be permitted to cancel a Transaction. An example of such an instance includes where the price needs alteration or change in the description of the products after a Transaction is agreed.

14.4 As a Buyer you are entitled to place purchase requests on the Trading Floor only if you are the intended buyer of the Products requested. Any form of brokering or agency arrangements whereby Users conduct or engage in Transactions or bids on the Trading Floor on behalf of third parties or with the intention of selling the Products on to third parties are strictly prohibited and will not be tolerated by the Service Provider. Any User found to be engaging in such brokering or agency practices will immediately have their access to and right to use the Site and, in particular, the Trading Floor, terminated.

15. RULES FOR SELLERS USING THE TRADING FLOOR

15.1 As a Seller, you must make certain you are legally entitled to sell the Product placed on the Site. In addition a Seller must ensure that it is lawful to sell such Product (taking into account the requisite permission and licenses from the manufacturer’s to sell such products).

15.2 As a Seller you are entitled to respond to purchase requests and engage in Transactions on the Trading Floor only if you are the actual Seller of the Products listed. Any form of brokering or agency arrangements whereby a Seller is conducting Transactions on the Trading Floor on behalf of third parties or with the intention of selling the Products on behalf of third parties are strictly prohibited and will not be tolerated by the Service Provider. Any User found to be engaging in such brokering or agency practices will immediately have their access to and right to use the Site and, in particular, the Trading Floor, terminated.

15.3 You must carefully, accurately and honestly describe the Products being sold and always post the stocks which are ready with you.

15.4 You undertake not to engage in any practices that involve the manipulation of the price of any Product or interfering with another listing(s). Without limitation, you must not: (a) negotiate where you are the Seller, or arrange for any other person to do so on your behalf; (b) independently contact buyers in a listing where Products are listed for sale in order to offer similar items to the buyers in that listing; or (c) Post items on the site by using a false User ID.

16. DISCLAIMERS OF WARRANTIES

16.1 THE FEATURES AND SERVICES ON THE SOL B2B.COM SITE ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABL' BASIS, AND THE SERVICE PROVIDER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WHICH ARE NOT EXPRESSLY CONTAINED IN THESE TERMS WHETHER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16.2 THE SERVICE PROVIDER WILL USE ALL REASONABLE ENDEAVOURS TO ENSURE THAT CONTENT (OTHER THAN THIRD PARTY CONTENT) CONTAINED IN THE SITE IS ACCURATE. HOWEVER, THE SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INTELLECTUAL PROPERTY CONTENT PROVIDED ON OR THROUGH THE SITE OR ANY THIRD PARTY SITE ACCESSED THROUGH THIS SITE.

16.3 NEITHER THE SERVICE PROVIDER, NOR ANY OF ITS AFFILIATES, RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SITE, OR ANY FUNCTION CONTAINED IN THE SITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16.4 Any material downloaded or otherwise obtained through the Site is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from the Service Provider or through or from the Site shall create any warranty not expressly stated herein.

16.5 Under no circumstances shall the Service Provider be held liable for any delay, failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

16.6 Although the Site is accessible throughout India, not all Products discussed or referenced herein are available to all persons or in all geographic locations. The Service Provider reserves the right to limit, in its sole discretion, the provision and quantity of any Product to any person or geographic area it so desires and any offer for any Product made through the Site is void where prohibited.

16.7 These disclaimers apply to the fullest extent permitted by law.

17. INDEMNITY

17.1 You hereby agree to indemnify, to keep indemnified and to hold the Service Provider, its affiliates, directors, officers and employees harmless to any claim or demand, including reasonable legal fees and costs, made by any third party due to or arising out of your use of the Site, Site Content, Services, violation of the Terms, or the infringement by you, or any other user of the Site.

18. LIMITATION OF LIABILITY

18.1 The Service Provider shall not be liable for any direct special, indirect, punitive, exemplary, incidental or consequential damages (however arising, including negligence), any loss of reputation or goodwill, any economic loss (including, but not limited to, damages for loss of profits, revenues, savings, or business interruption), or any other damages whatsoever (including but not limited to damages for loss of information, data or other intangible property), whether in contract, negligence, tort, strict liability or otherwise or any other damages (even if the Service Provider have been advised of such damages) resulting from any of the following: the use or the inability to use the Site; the use of any Site Content or other material on the Site or websites linked to the Site; any defect whatsoever in Products, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site; unauthorized access to or alteration by third parties of your of data, transmissions or private information; statements or conduct by you or any third party on the Site; any other matter relating to the Site, except and to the extent that it arises directly as a result of the Service Provider’s gross negligence or breach of these Terms in which case the terms of Clause 19.1 shall apply.

18.2 The Service Provider is not responsible for any injury and or damage to any individual as a result, either directly or indirectly, of any information published on the Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore the Service Provider cannot accept responsibility for any loss, damage or expense incurred upon using the Site.

19. GOVERNING LAW AND JURISDICTION

19.1 The Site has been created and is controlled by the Service Provider in India. These Terms will be governed by, and construed and enforced in accordance with the laws of India. You hereby unconditionally and irrevocably submit to the exclusive jurisdiction of the courts of Mumbai, Maharashtra.

19.2 For disputes arising between a Buyer and Seller (the 'Parties') regarding transactions resulting from the Trading Floor, the Buyer and Seller shall attempt to have the dispute resolved by use of mediation or other alternative dispute resolution ('ADR') procedure as agreed between the Parties, each acting in good faith. Either the Buyer or the Seller may initiate the procedure by written notice to the other party. If the Parties are unable to agree a procedure they may seek assistance from Mumbai Arbitration Centre, or such other similar body as may be agreed by the parties from time to time. Unless otherwise agreed, the Parties will share equally the costs of ADR, and the use of mediation or other ADR procedure will be without prejudice to the rights of the Parties in all respects if the mediation or other ADR procedure does not achieve an agreed resolution to the dispute. For the avoidance of doubt the Service Provider will have no involvement in any ADR procedure and the cost of such ADR procedure will be fully borne by the Parties and not by the Service Provider.

19.3 The State in which you are based of any User you communicate or trade with on this Site may have laws which apply to Transactions with other Users. These laws may apply regardless of what you agree with that User or with the Service Provider and as a result there may be additional legal requirements. You agree to conform and comply with all applicable domestic laws and regulations regarding your use of the Site and the services provided hereon including the posting, purchasing, selling and solicitation of Transactions.

20. NOTICES

20.1 Any notice or other communication under this Agreement shall only be effective if it is in writing and sent to the Service Provider at the following address: [Sol Mobiles Private Limited at A 204, Kol Dongri CHS, Parsiwada, Sahar Road, Andheri (East), Mumbai - 400 099, India].

20.2 All notices or demands to you shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by you to the Service Provider, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to you shall be deemed to be received by you if and when (a) the Service Provider is able to demonstrate that communication, whether in physical or electronic form, has been sent to you, (b) immediately upon the Service Provider's posting such notice on an area of the Site that is publicly accessible without charge, or (c) at the latest, 24 hours after an email is sent to you, unless we receive notice that the email address is invalid and an alternative email address has been provided to us.

20.3 As a Registered User, you must notify the Service Provider, of a change to your notice details. Any notice or other communication given or made, or deemed to have been given or made, outside working hours will be deemed not to have been given or made until the start of the next period of working hours.

21. GENERAL

21.1 Subject to any additional agreements relating to these Terms and the Privacy Policy constitute the entire agreement between you and the Service Provider with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter. These Terms will prevail over any conditions of sale imposed by a Seller.

21.2 You and the Service Provider are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

21.3 If a court, or other competent authority, holds any of these Terms to be unlawful, void, or for any reason unenforceable, in whole or part, then that provision shall be deleted from the clause concerned and the remaining Terms shall survive, remain in full force and effect and continue to be binding and enforceable.

21.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

21.5 The Service Provider's failure to exercise or delay in exercising a right or remedy provided by these Terms of use or by law does not constitute a waiver of those or any other rights or remedies.

21.6 The Service Provider shall have the right to assign its obligations and duties under these Terms and in any agreement to any person or entity.

21.7 Any controversy or claim arising out of or relating to this contract shall be determined by arbitration in accordance with the Indian Arbitration Rules for Dispute Resolution. The number of arbitrators shall be one. The arbitration shall be resolved by the submission of documents only, unless the arbitrator determines that an oral hearing or conference call is necessary. The arbitrator shall establish a fair and equitable procedure for the submission of documents. The parties agree that the award of arbitrator may be published in their entirety or as provided for in the Indian Arbitration Rules. The place of arbitration shall be Mumbai (Maharashtra), India.

22. QUERIES

If you have any queries or concerns about material which appears on the Site, please contact us at info@SolB2B.com. Thank you for visiting our site.

GST RELATED TERMS AND CONDITIONS:

1. Words or expressions used in this clause, which are defined in the applicable GST Law have the same meaning in this clause. Supplier warrants that they are registered for GST when Supplier enters into this transaction and will notify SMPL if it ceases at any time to be registered for GST;

2. The parties are executing this undertaking to underline that SMPL will purchase branded Mobile Phones (HSN Code - 85171290) from Supplier on GST billing from anywhere in India;

3. Supplier as a confirmation on the commitment of the above Clause No’s 1 & 2 hereby guarantee that all the requirements and compliances on the closure of the transactions will be done by them, to enable SMPL to claim the input tax credit from the respective state of India. Supplier as a confirmation on the above commitment will issue undated security cheque without mentioning the amount, which will be equivalent to the amount of tax payable to the Supplier. The above security is for the fulfillment of promise by Supplier for being compliant with all the requirements and compliances on the closure of the transactions with SMPL. If any consideration paid to Supplier by SMPL under or in connection with this transaction is paid including withholding Tax, and at any time after such payment, SMPL becomes aware (either by notification from a regulatory authority or otherwise), that an amount of Tax should have been withheld from such payment, SMPL will be entitled to recover from Supplier that amount of Tax including Interest and Penalty and any subsequent amount SMPL may be required to pay to a regulatory authority for failing to withhold (including any amounts required to be withheld). Such payments must be paid to SMPL within 07 days of receipt of notice from SMPL;

4. Following documents are required from you once the negotiations are concluded: 
   -    Invoices for goods to be issued immediately and every movement of goods to be accompanied with Invoice or Delivery Challan. As and when the provision for E – way bill becomes applicable, then the Supplier will issue the same to SMPL;
   -    When SMPL makes the purchase from the Supplier, the said Supplier will issue the Tax Invoice marked as ‘Original for recipient’ to SMPL. The duplicate copy to be issued to the transporter (carrier of goods) to present as evidence as and when required, and is marked as ‘Duplicate for transporter’;
   -    Advance receipt voucher (By giving GST effect) where the advance is paid by SMPL to the Supplier. Also, the final Invoice should mention the adjustment towards advances and accordingly tax will be levied on balance consideration;
   -    Monthly GST Payment Challan;
   -    Monthly GST Return Copy;
   -    Monthly GST Return Acknowledgement.

5. Supplier warrants that: (a) it has the right to sell and transfer unencumbered title to the Goods to SMPL; (b) the Goods will be free from defects and of merchantable quality when Delivered to SMPL and will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used and will conform to the description, model number and the sample (if any) provided by the Supplier; (c) Goods comply with all relevant Legislative Requirements; (d) Has paid all Taxes in connection with the Goods under this Transaction;

6. If on account of your non-compliance in terms of payment of taxes to the Government or filing of returns or any other reasons (including errors on your part in filing the returns) as a result of which we are not eligible to claim credit of the tax applicable on the purchase from you, we shall withhold the payment to you to the extent of the credit not available to us (including any interest or penalty imposed on us on account of the same) or the same would be adjusted against the payments due to you (including any interest or penalty imposed on us on account of the same);

7. Supplier hereby undertake to indemnify and hold SMPL harmless in respect of any liability, loss, claim, expenses, costs, enquires or demand notice from the department of whatsoever nature that they may incur or sustain by reason of non-compliance by Supplier with the terms of this undertaking or as per the requirements of the respective GST department.

8. Supplier agrees to provide SMPL immediately on request with full information and documents about the Shipments in transit from the point of delivery of stocks from the Supplier till it reaches SMPL;

9. Supplier further covenant and agree that its obligations under this MOU shall be irrevocable and unconditional under any and all circumstances and shall not be subject to any reduction, offset, and deduction for any reason whatsoever.

10. The terms of this Agreement shall be governed by the Laws of the Land i.e. India and if any dispute arises in connection with or under this Agreement between the Parties hereto then SOL MOBILES PRIVATE LIMITED shall have recourse to the competent courts in Mumbai only.