Planckly Terms & Conditions
This present agreement is established in order to set up a contractual relationship by and between: TechWisely (Private) Limited (hereinafter referred to as "Planckly" ), a private limited company incorporated in the Islamic Republic of Pakistan with its registered office at 2nd Floor, Khudadad Plaza, Adjacent to Amazon Mall, G.T Road, Islamabad
The Seller (hereinafter referred to as "Seller"), a sole proprietor/company, registered under the laws of the Islamic Republic of Pakistan.
(Planckly and Seller are hereinafter referred to collectively as the "Parties" and individually as a "Party")
This document is an electronic record under applicable laws and regulations. This electronic record is generated by a computer system and does not require any physical or digital signatures.
1.1.Planckly is in the business of providing services to facilitate digital commerce via its marketplace software - a platform that enables Customers and Sellers to transact online or using mobile applications of Planckly’s Partners. The Seller wishes to sell Products on the marketplace platform provided by Planckly. Planckly offers multiple services to facilitate sales via its platform. The Seller agrees to pay fees and charges to Planckly as per the terms & conditions set hereunder. Planckly is hereby authorised by the Seller to receive payments from Customers on behalf of the Seller as an agent of the Seller in respect of any transactions on the Platform.
1.2. This Agreement expressly supersedes prior agreements or arrangements between both Parties in respect of the matters covered by this Agreement, unless expressly agreed otherwise between the Parties. If the Seller has signed, or at any point in future signs, an agreement with Planckly to become a partner, that agreement shall not affect any rights and obligations under this Agreement and vice versa, except that any obligations under the two agreements may be set off and settled net at the option of Planckly.
1.3. Both Parties agree that Customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behaviour of both Parties.
1.4. Every transaction of the Seller on Planckly’ platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Planckly website. This agreement will be considered valid as soon as it is electronically accepted by the Seller.
1.5. The service provided by Planckly is limited to referring Customers to the Seller, communicating orders between Customer and Seller, enabling communication with the relevant payment processor and facilitating communication between concerned parties in respect of any disputes. Additional services may be requested and purchased by the Seller by payment of additional fees as may be agreed between Planckly and the Seller.
1.6. Planckly may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.
1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Planckly’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform is subject to this agreement and the latest platform policies available on Planckly.
1.9. In order to maintain its reputation for quality and high service standards, Planckly reserves the right to delist the Seller and to terminate the relationship with the Seller based on Planckly’ internal quality assessment of the Seller as governed by Planckly’ Customer Protection Policy.
1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the below Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Planckly shall inform the seller of the said amendment.
• Business Integrity, Anti Bribery Business must be carried out with a high degree of ethics, honesty and fair dealings; ensuring staff is familiar with such policies/procedures and does not engage in threats, bribery or corruption practices. The offering, paying, soliciting or accepting of bribes or kick-backs, including facilitation payments, is strictly prohibited.
• Child Labor Employment of children in any form is strictly prohibited. Business partners and suppliers shall employ only those workers, who meet the minimum age criterion of 14 years or legal minimum age for working in any specific country, whichever is greater. Further, workers below 18 years of age should not be employed night shifts and in hazardous conditions. All applicable laws relating to young labour including employment, wages, working hours, overtime and working conditions shall be complied with.
• Forced Labor All forms of forced and bonded labour are prohibited including compulsory overtime. Workers should be able to voluntarily end their employment without any restrictions. Any restrictions on employees to voluntarily end their employment, such as excessive notice periods or substantial fines for terminating their employment contracts, are prohibited.
• Harassment & Abuse Employees should be treated with respect and dignity and should not be subjected to any form of physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation.
• Discrimination Employees should not be subjected to discrimination in employment, including hiring, compensation, promotion or discipline, on the basis of gender, race, religion, caste, age, disability, sexual orientation, pregnancy, marital status, nationality, political opinion, trade union affiliation, social or ethnic origin or other status protected by law.
• Freedom of Association and Right to Collective Bargaining The rights of employees to lawfully associate or not to associate with groups of their choosing shall be respected, as per applicable laws. The right of employees to engage in collective bargaining as permissible by law shall also be recognized.
• Regular Employment To every extent possible work performed should be on the basis of recognized employment relationship established through national law and practice.
• Wages & Benefits Employees should be paid in a timely manner and at a rate not less than the minimum wage as required by regulations and laws. Employees should also be provided with legally-mandated benefits, including holidays and leaves, and statutory compensations at the time of ending employment. There should not be any disciplinary deductions from their pay.
• Working Hours The duration of working hours including overtime shall not exceed 60 hours per week. Suppliers should comply with applicable laws governing regular working hours and overtime hours. All overtime hours are voluntary and should be compensated as per legal requirements. Employees should be provided with at least 24 consecutive hours of rest in every 7 day periods.
• Health & Safety Employees should be provided with appropriate safe and healthy working conditions including first aid, fire safety, emergency evacuation and other basic requirements such as canteen / dining area, drinking water, sanitation etc. A system in place to identify and mitigate work place hazards which can result in illness or physical harm to the employees, visitor or communities.
• Environment Environmental initiatives are considered an integral part of responsible manufacturing. Reasonable measures should be taken to avoid any adverse impact on human health and/or the environment by avoiding or minimizing pollution from manufacturing activities, and promoting sustainable use of such resources as energy and water.
• Compliance with Local Law Business partners & Suppliers shall comply with all local and national laws and regulations of the jurisdictions in which we are doing business as well as the practices of respective industry. Business partners and suppliers shall further work with suppliers who are committed to meeting required standards as per local & national laws.
• Right of Inspection/Audit Planckly or a third party designated by Planckly will take certain actions, such as announced or unannounced inspection/audit of production facilities of its Suppliers, to implement and monitor these standards. All observations, discussions and written information received from the supplier are to be treated confidentially by Planckly, its employees and any third party organizations appointed by Planckly for this purpose.
2. INTERPRETATION & DEFINITIONS
2.1. In this agreement, the words and expressions below shall have the following meanings:
Bank Account The bank account specified by the Seller in which payments are to be made
Business Day A day (excluding Saturdays and Sundays) on which banks generally are open for business in Pakistan
Fees Schedule The schedule setting out the Fees which is payable to Planckly or its Platform Partners by the Seller for each type of Product sold on the Platform and which can be viewed at Planckly website
Competitor Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Pakistan. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor
Contract The contract entered into between the Seller and a Customer for the sale and purchase of the Products on the Platform
Seller Compliance Policy Planckly’s Seller Compliance Policy outlines the standard guidelines sellers need to follow on Planckly’s platform. Any violations made by the seller can result in punitive action. View the complete policy on Planckly website.
Customer Protection Policy Planckly policy via which Customer Protection is ensured
Buyer-Seller Interaction Policy Planckly's Buyer-Seller Interaction Policy outlines the standard of behavior that sellers need to follow when connecting with customers on Planckly platform. Planckly monitors all kinds of buyer-seller communications and is authorized to take action in case of any violations. Sellers are required to be polite and professional in all their interactions with any buyers. If they receive any rude or inappropriate message, they should report it to Planckly and not reply to it in an unprofessional manner. Sellers should respond promptly to Buyers. Sellers should not send inappropriate and unsolicited spam messages or emails to customers or other sellers. Sellers fully indemnify and hold harmless, Planckly against any loss or cost incurred by it due to Seller’s behaviour.
Customer A person, who purchases Products on the Platform
Fulfillment by Planckly Fulfillment by Planckly (FBP) marketplace is a facility where: (i) Sellers choose to drop their Products at Planckly’s Fulfillment Centers or (ii) the Products are picked and brought to the Fulfilment Center by Planckly at the request of the Seller. Upon receiving the Products at the Fulfilment Center, Planckly takes the responsibility for storing, packing and processing orders on behalf of the Sellers in exchange for applicable fees, including but not limited to ‘Pick and Pack Fees’. The ownership of the Products remains with the Sellers and Planckly shall act as a facilitator providing the Sellers with the facility of Fulfillment Center. Planckly may offer this service, at its own discretion and via its delivery partners.
Dropship Fulfilment model whereby the Seller is responsible for maintaining inventory of Products at own premises and delivering it, or making available to 3PL for delivery, to Customers
Additional Fee(s) Any fees charged by Planckly for any additional services such as pickup or returns
Final Delivery The transfer of ownership of the product from the Seller to the end customer
Fulfilment Center A facility, as may be provided by Planckly, where all FBP Products are stored and where orders are processed
Fulfilment Model Fulfilment model via which the Seller chooses to fulfil orders (Dropship, FBP)
General Terms The terms set out in this agreement
Handling Time The time from forwarding of the order by Planckly to the Seller till dispatch of the Product by the Seller (excluding Sundays)
Hub A location owned or operated by Planckly or one of its logistics partners, where the Seller can drop items and if/when eligible pick up returns
In writing/written All communications made through the Seller Portal or sent by Planckly through courier or email
Intellectual Property Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them
Listed Price The listing price of the Product on the Platform and shall be that price at which the Seller informs Planckly that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Seller is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Seller offers the same Product through its own sales channels. Listed Price will net of any discounts offered by the Seller but will exclude any store vouchers or other reduction in price in exchange of any value.
Penalty/Penalties Any financial and/or operational penalty inflicted by Planckly on the Seller for any breach of Platform Policies
Pending The status on the Seller Portal depicting that an order has been received and awaiting processing
Performance Scorecard The report conveyed to the Seller by Planckly which depicts the operational performance of the Seller
Platform The website www.planckly.com or any affiliate website or mobile application
Platform Policies All the policies and guidelines applicable to Sellers and available on Planckly website
Product(s) The products which the Seller intends to sell on the Platform.
Ready to Ship The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Planckly for delivery
Rejected Product A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever
Required Product Information Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies): (a) detailed description, including as applicable, specifications, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) Product numbers, and other identifying information as Planckly may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and shipment information; (d) categorization within each Product category and browse structure as prescribed by Planckly from time to time; (e) digitized image that accurately depicts the Product, complies with all Planckly image guidelines, and does not include any additional logos, text or other markings; (f) Listed Price; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Product; (h) any Seller requirements, restocking fees or other terms and conditions applicable to such Product that a Customer should be aware of prior to purchasing the Product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) Product numbers (and other identifying information as Planckly may reasonably request) for accessories related to the Product that is available in Planckly’ catalogue; and (o) any other information reasonably requested by Planckly (e.g., the condition of used or refurbished products)
Return Policy The policy governing the return, refund, cancellation or rejection of products and which can be viewed Planckly website.
Returned Product A Product that had been delivered but has been returned by the Customer, for any reason whatsoever
Rules of Packing & Shipping The rules governing the dispatch and handling of the products sold by the Seller, which can be viewed within
Seller Portal The login based platform accessible by a Seller by using the user name and password provided to it by Planckly
Seller Performance The Seller performance in accordance with the policies and standards defined by Planckly
Seller Support The support service provided by Planckly to solve the Platform usage issues faced by Sellers that can help Sellers grow their business
Shipped A Product is considered shipped and on course for delivery to the Customer
Signup Process Process via which person(s) or entities sign up to sell on Planckly’ marketplace
Third Party Logistics (3PL) An external service provider selected by Seller on Planckly Platform for shipping
3. ACCESS TO PLATFORM
3.1. After going through and successfully completing the Signup Process, Planckly shall provide the Seller with a unique username and password to access the Seller Portal and complete the registration process.
3.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Portal such as, but not limited to, address and bank account number. Planckly is not responsible for any liability arising from incorrect information supplied by the Seller.
3.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Planckly from any damages or injury resulting from any unauthorized use of its password.
3.4. Any correspondence or communication received through the Seller Portal and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Planckly shall be entitled to rely on such correspondence or communication.
3.5. Every message sent to the Seller through his registered email in the Seller Portal account or via Seller Portal which did not receive an answer or written objection within 72 hours will be worth agreement between Planckly and the Seller.
3.6. The Seller shall complete a training module in order to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations in order to start selling via Planckly.
4. FEATURING PRODUCTS ON THE PLATFORM
4.1. Planckly shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Planckly.
4.2. Planckly or its Platform Partners may offer additional promotions/discounts over and above a Sellers Listed Price via multiple channels and the Seller agrees that this does not constitute a change in the ownership of the Product(s). Any Fees charged on such a transaction will however be upon the Sellers Listed Price.
4.3. The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Planckly.
4.4. Any particular Product(s) featured on the Platform may be delisted by Planckly if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.
4.5. Seller shall provide Planckly with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.
4.6. Planckly reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.
4.7. Where at the request of the Seller, Planckly reviews, improves or produces description or digitized images and photographs of the Product(s) or Services for display on the Platform, Planckly will charge a Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s) or Services in addition to any other amounts it is entitled to deduct under this agreement.
4.8. Featuring any Product on the Platform shall constitute an offer of sale on display by the Seller to all persons using the Platform.
4.9. Where a Customer places an order for purchasing a Product or Service through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product or Service and a binding contract shall come into force between the Customer and the Seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with Planckly.
4.10. Planckly will not be responsible for, resolve or mediate any disputes between the Seller and a Customer. However, it may work in good faith with Seller and Customer via Platform in order to help the parties reach an amicable resolution of any dispute.
4.11. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.
5. SELLER PERFORMANCE
5.1 The Seller agrees to respect and follow Planckly's Compliance Policy to operate their shop smoothly and avoid the consequences of breaching the policy.
5.2. The Seller agrees to respect and follow Planckly’ Customer Protection Policy. If any changes occur in the policy, the Seller will be informed.
5.3. Planckly measures Seller performance on an ongoing basis and may share a regular performance report with the respective Seller:
5.3.1. Planckly may rank the Seller based on performance and may apply daily order limits to each rank.
5.3.2. Planckly or its Platform Partner may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller. A Platform Partner can, at any time without prior notice, restrict a Seller from showing on that Partner’s mobile application.
5.3.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Planckly’ Platform. Planckly and its Platform Partners retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.
5.3.4. Planckly may, at its discretion, exempt certain sellers from the daily order limitations and delisting criteria. These sellers may instead be charged financial penalties if performance does not meet the required standards. These financial penalties may be deducted from the payout released to the Seller as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:
18.104.22.168. High rate of return on products
22.214.171.124. Lack of respect of packaging guidelines
126.96.36.199. Cancellations and orders out of stock
188.8.131.52. Slow fulfilment of orders
184.108.40.206. Selling counterfeit and illegal Products
6. SELLER OBLIGATIONS TO CUSTOMER SERVICE
6.1. Customers can raise questions or complaints against a Seller via the Platform regarding any sold Product(s) or Services. The Seller shall be obliged to promptly respond to all such questions or complaints and in any case in no later than forty-eight (48) hours of the receipt of such questions or complaints.
6.2. Planckly may intervene in any such conversation between Customer and Seller where it may deem appropriate or where it has been requested to intervene by the Customer or the Seller.
6.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.
7.1. As a provider of the Planckly Platform to the Seller, Planckly shall be entitled to receive a Fee computed on the sale of each Product on the Platform, as stipulated in the Fees Schedule unless specified otherwise in any special terms agreed upon. A sale transaction on the Platform will be considered complete and Fee shall become payable on it once any payment in respect of that transaction has been made by the Buyer, or such payment has been received by the Seller or the ordered items have been collected by the Buyer or order items have been delivered by the Seller to the specified address of the Buyer by any means; whichever is earlier. For the avoidance of doubt, payment may also be made by a Buyer direct to the Seller in cash or outside the Planckly platform.
7.2. Fees are calculated as a percentage of tax exclusive sales price.
7.3. These Fees are deducted by Planckly or its Platform Partners when making a payout to the Seller defined under Payments.
7.4. Planckly reserves the right to adjust the percentage Fee defined in the Fees schedule, providing suitable notice of 14 days in advance to the Seller before amendment.
8.1. Planckly or its Platform Partners may receive payments on behalf of the Seller for Products and Services purchased on the Platform. Payment of the amount of the Listed Price for the Product(s) received from a Customer, less any Fees and Penalties or any other amounts due if applicable, subject to any right of set-off or netting under this agreement, shall be made to the Seller. Planckly or Platform Partners may deduct such sums on behalf of other Platform Partners as well. Where, the payment has been made to the Seller without full deduction of any Fee, Penalty or other amount due, the Seller will be required to immediately make a payment to Planckly of such amount as should have been deducted before making that payment to the Seller. Planckly or its Platform Partner may demand a Seller to make immediate payment and take appropriate action to ensure such payment is immediately received from the Seller.
8.2. Subject to the policies and capabilities of the Platform Partners involved in a transaction, the related payments will be made to the Seller no later than fifteen working days from the date of the transaction into their Mobile Money or Bank Account, unless there is a reason to withhold such payment. Such reasons include but are not limited to, an expected or actual dispute, item returned by Customer or fulfilment has been delayed by the Seller.
8.3. Planckly will ensure payment statements are available on the Seller Portal with relevant payment information.
8.4. All payments will be made in Pakistan Rupees. In case the Seller wishes to change the information for the Bank Account, it may do so by updating its Mobile Money or Bank Account information through the Seller Portal. Payments will be made via online transfer to the Account specified by the Seller in the Seller Portal.
8.5. The Seller agrees that Planckly or its Platform Partners shall not be liable for any failure to make payments arising due to incomplete or inaccurate information provided by the Seller with regards to its Mobile Money or Bank Account
8.6. In case a payment has been issued by Planckly to the Seller for a delivered item that is later disputed or returned by the customer, Planckly will deduct equivalent amount in the next cycle and return the product to the Seller (subject to Planckly’s return policy applicable on the date of transaction).
8.7. In case a Seller’s Product is lost by Planckly during transit or handling, Planckly will reimburse the Seller for the Product in question.
8.8. In case the Seller raises a dispute about the condition of a returned Product (e.g. Product is damaged), Planckly may reimburse the Seller for the Product in question given the case is reviewed and accepted by Planckly in favour of the Seller and if Planckly is expected to receive corresponding reimbursement from insurer or 3PL. For such a reimbursement, title of ownership of said Product shall only pass to Planckly in the case Planckly decides to hold the Product for commercial purposes. Planckly may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Planckly.
8.9. Planckly or its Platform Partners shall be entitled to deduct or withhold from payments to be made to the Seller under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction.
8.10. Any sums due to the Seller hereunder may be applied by Planckly or its Platform Partner as a set off against any sums owed by the Seller to Planckly or its Platform Partner, or against any claims of third parties against Planckly or its Platform Partner arising from the Seller’ performance, whether under this agreement, any Contract or other document.
8.11. The Seller shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Planckly shall have no liability in this regard.
9.1. The Seller warrants to Planckly that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:
9.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;
9.1.2. Be of merchantable quality and fit for the purpose(s) intended; and
9.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.
9.2. The Seller furthermore warrants and represents to Planckly that:
9.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.
9.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.
9.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.
9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Pakistan and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.
9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.
9.2.6. It is legally entitled and permitted to sell the Products that it is listing.
9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.
9.2.8. It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Planckly against the consequences of any such violation.
9.2.9. All information, including but not limited to all information furnished to Planckly with regards to the Products is accurate and up-to-date.
9.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.
9.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.
9.2.12. The entry, delivery and performance of this agreement or any Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.
9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon Planckly’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.
9.2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Planckly to feature the Products on the Platform, at its own cost.
9.2.15. Planckly may at any point require the Seller to provide any financial, business or personal information for any purpose whatsoever, and the Seller shall provide the same to Planckly within seven (7) Business Days of such request being made.
9.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are commited to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.
10. INTELLECTUAL PROPERTY
10.1. The Seller warrants, represents and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.
10.2. The Seller undertakes and represents to Planckly that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Planckly acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.
10.3. The Seller represents and warrants to Planckly that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.
10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.
10.5. The Seller shall not be entitled to use any Intellectual Property belonging to Planckly or its Platform Partner without Planckly’s or its Platform Partner’s prior approval, as applicable, in writing.
10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Planckly or its Platform Partners or Sellers or Customers on the platform or otherwise tarnish or dilute any Planckly or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party
11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Planckly, or produced or created by the Seller for Planckly hereunder are the intellectual property of, and confidential to Planckly and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential, and shall not be disclosed to any third party without the prior written consent of Planckly, and shall be disclosed within the Seller’s organization only on a need-to-know basis.
11.2. Both Parties may require their respective employees and other personnel involved in the performance of this agreement to execute an individual confidentiality agreement prior to any disclosure. Any non-disclosure agreement heretofore executed by the Seller in connection with the sale of its Products under this agreement is hereby expressly incorporated within the Contract.
11.3. Both parties shall immediately return to each other any information provided, either upon demand, or upon termination of this agreement, including all copies made by either Party.
11.4. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.
12.1. The Seller agrees to release, defend, indemnify and hold harmless Planckly and its Platform Partners, including affiliates, and any director, officer, employee, contractor, or agent of Planckly or its Platform Partners, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:
12.1.1. any defect in Products sold to any Customer;
12.1.2. any claim made by any Customer on the basis of any Contract;
12.1.3. any defect in the packaging or shipping of a Product by the Seller;
12.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;
12.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or
12.1.6. any breach in any warranty or representation made herein.
13. LIMITATION OF LIABILITY
13.1. The platform, including all content, software, functions, materials and information made available on or provided in connection with the seller’s access to and use of the platform is provided "as-is." the seller acknowledges and confirms that it will access and use the Platform at its own risk. To the fullest extent permissible by law, Planckly disclaims:
(i) any representations or warranties regarding this agreement, the contracts or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement;
(ii) implied warranties arising out of course of dealing, course of performance or usage of trade; and
(iii) any obligation, liability, right, claim or remedy in tort, whether or not arising from Planckly’s or its Platform Partner’s negligence. Planckly or its Platform Partner does not warrant that the functions contained in the platform will meet the seller’s requirements or be available, timely, secure uninterrupted or error free, and Planckly or its Platform Partner will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any contracts or transactions.
13.2. Because Planckly or its Platform Partner is not a party to the commercial contracts between customers and sellers, if a dispute arises between them, the customer and seller release Planckly (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
13.3. Planckly or its Platform Partner will not be liable (whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise) to the seller or any other person for cost of cover, recovery or recoupment of any investment made by the seller in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if Planckly or its Platform Partner has been advised of the possibility of those costs or damages. Further, Planckly’s or its Platform Partner’s aggregate liability arising out of or in connection with this agreement, the contracts or the transactions contemplated will not exceed at any time the total Fees during the prior three month period paid by the seller to Planckly.
14. FORCE MAJEURE
14.1. Planckly or its Platform Partner shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Planckly’s or its Platform Partner’s obligations if the delay or failure was due to any cause beyond Planckly’s or its Platform Partner’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Planckly’s or its Platform Partner’s reasonable control:
14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.1.2. Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
14.1.3. import or export regulations or embargoes;
14.1.4. interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Planckly or of a third party);
14.1.5. interruption of production or operation, difficulties in obtaining raw materials labour, fuel, parts or machinery;
14.1.6. power failure or breakdown in machinery.
14.2. Planckly or its Platform Partner may, at its option, fully or partially suspend delivery/performance while such circumstances continue and Planckly or its Platform Partner shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.
15. DURATION & TERMINATION
15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.
15.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.
15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 below, Planckly shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.
15.4. The following shall constitute events of default:
15.4.1. the Seller being in breach of any warranty or representation under this agreement or any Contract;
15.4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Planckly of such breach;
15.4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;
15.4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;
15.4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
15.4.6. the Seller ceasing or threatening to cease to carry on business; or
15.4.7. Planckly reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.
15.6. The Parties will settle all outstanding liabilities on termination of this agreement.
16.1. The Seller may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Planckly. If consent is granted, any such assignment by the Seller shall not increase or alter Planckly’ obligations nor diminish the rights of Planckly, nor relieve the Seller of any of its obligations under this agreement or any Contract.
16.2. Planckly reserves the right to assign this agreement, in whole or in part, to any party, including Planckly’ affiliates.
16.3. The Sellers shall give Planckly prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.
17.1. All notices between the Parties shall be in writing.
18. RELATIONSHIP OF THE PARTIES
18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Planckly in relation to the Seller beyond that specifically expressed in this agreement as an agent of the Seller for the limited purposes defined in this Agreement.
19.1. The Seller acknowledges and agrees that Planckly may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Portal or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Portal to review the current agreement (including the Platform Policies). Planckly will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AFTER PLANCKLY’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
19.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Portal or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.
The Seller may be given a choice between two different Fulfilment Models (Dropship or FBP). When creating an account on Seller Portal, the Seller is by default operating on Dropship. The seller can apply for FBP by contacting its dedicated account manager or the Seller Support team.
20.1. Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Planckly shall be subject to correction without any liability on the part of Planckly.
20.2. No waiver by Planckly of any breach of this agreement by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
20.3. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.
20.4. No person who is not a party to this agreement (including any employee, officer, agent, representative or sub-contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.
20.5. This agreement shall be governed by the laws of Pakistan and the Parties agree to submit to the exclusive jurisdiction of the competent courts at Karachi.
20.6. Planckly shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.
21.1. Inventory Treatment:
21.1.1. The Seller is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Seller Portal on a daily basis.
21.1.2. In the event that the Seller reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Seller Portal.
21.1.3. If an out of stock Product is shown as in stock on the Platform due to the Seller’s inability to update the correct inventory information for that Product on the Seller Portal and a Customer places an order for the Product, the order may be cancelled and the Seller may be penalized for breaching Platform Policies.
21.2. Order Processing and Packaging:
21.2.1. Upon receipt of an order for the purchase of Products, Planckly shall forward the order and furnish the Seller with details relating to the ordered Product(s) via the Platform, including the Seller’s product or bar code relating to the Product(s) and any other details required to fulfill the order - as provided by the Customer. Order Status on the Seller Portal will be depicted as Pending and is a confirmation of an order placed by a Customer.
21.2.2. Upon receipt of information under Clause 21.2.1 above, the Seller shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Sellers ranking within the Customer Protection Policy. In case of any delay, either materialized or foreseen, the Seller shall immediately inform Planckly via the Contact Us Form.
21.2.3. No package will be handed over to 3PL nor Planckly Hub if the order / item status is marked as "cancelled" on Seller Portal prior to its shipment.
21.2.4. Packaging materials to be used are prescribed within the Packaging Guidelines.
21.2.5. The Seller must print and pack the invoice, shipping label and returns form generated via the Seller Portal with the shipment package.
21.3. Shipping and Order Fulfilment:
21.3.1. Seller shall remain the sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Planckly except as provided under clause 8.8.
21.3.2. The Seller acknowledges and agrees that:
220.127.116.11. Neither the 3PL nor Planckly shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
18.104.22.168. The 3PL and Planckly shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers
22.214.171.124. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.
126.96.36.199. No package will be handed over to 3PL nor Planckly Hub if the order/item status is marked as "canceled" on Seller Portal prior to its shipment.
188.8.131.52. The Seller acknowledges that Planckly shall not be liable to pay for any payment(s) of any canceled packages to the Customer.
184.108.40.206. For the avoidance of doubt continuous abuse of this policy shall result in the seller’s shop being delisted by Planckly.
21.4. Cancellations, Rejections, Returns and Refunds
21.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.
21.4.2. The Seller agrees that if the customer cancels an order prior to the order being marked shipped, the seller shall not dispatch any cancelled status orders for shipment to 3PL / Planckly hubs. Any such shipment and liability associated with the same shall remain the Sellers responsibility at all times.
21.4.3. The Seller authorizes Planckly to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.
21.4.4. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer ("Rejected Product"), Planckly may, at its discretion, charge the entire cost of shipping the Product to the Seller.
21.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:
220.127.116.11. Defective/Damaged Product
18.104.22.168. Incorrect Product
22.214.171.124. Incomplete Product
126.96.36.199. The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
188.8.131.52. The product is unused, unworn, unwashed and without any flaws.
184.108.40.206. The product includes the original tags, user manual, warranty cards, freebies and accessories.
220.127.116.11. The product is returned in the original and undamaged manufacturer packaging / box.
21.4.6. In case of a return, Planckly may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Planckly or to the Seller.
21.4.7. In case of returned products, Planckly protects the Seller by conducting a quality control check at Planckly’ Fulfilment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.
21.4.8. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Planckly’ inquiry into and decision as to the condition of the Product at the time of delivery.
21.4.9. At the Customer’s option, the Seller will either replace the damaged Product within the stipulated timeline as defined in the Customer Protection Policy or authorize Planckly to provide a full refund. The damaged Product may be shipped to the Seller at the Seller’s cost unless the Seller directs Planckly to dispose the Product.
21.4.10. Planckly may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.
21.4.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.
21.5. Additional Services
21.5.1. Pick-up: The Seller can opt for a pick-up service, whereby Planckly will pick up the processed package from the Seller before dispatching to the end Customer. Planckly may charge a pick-up Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).
21.5.2. Packaging and Processing (Cross-dock): Planckly will be responsible for processing and packaging an order once the Products are handed over via drop-off or pick-up, by the Seller. The Seller simply needs to make the Product purchased by the customer available to Planckly. Planckly may charge a Cross-docking Fee and is entitled to deduct this amount from payments made to the Seller for the sale of any Product(s).
22. FULFILLED BY PLANCKLY ("FBP") – Offered at the discretion of Planckly
22.1. Inventory Treatment:
22.1.1. In the case the Seller opts to operate on Planckly FBP, the Parties shall agree on the type and quantity of Products through the Seller Portal, which the Seller shall deliver to the Fulfilment Center located at the address notified by Planckly to the Seller through the Seller Portal. If, for any reason, the Seller is unable to deliver the Product(s) to the Fulfilment Center, it may request Planckly to pick up the Product(s) from the Seller's premises or such other location as may be notified by the Seller for which Planckly may, at its discretion, charge a Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s).
22.1.2. The Seller shall deliver the Products to the Fulfilment Center within the agreed and specified timeline with Planckly’ operations team.
22.1.3. Either Party may alter the type and quantity of the Products by providing notice no less than five (5) Business days to the other Party prior to the delivery of the Products to the Fulfilment Center.
22.1.4. Prior to the delivery, the Seller shall provide to Planckly the Required Product Information agreed to be delivered, which shall be accurate (for instance a box marked as "16GB Galaxy Note" shall contain a 16GB Galaxy Note mobile phone or box clothing marked as "Medium" shall contain clothing of medium size). Seller shall ensure that each Product clearly states its unique code and its Seller price, along with other code stickers and tags. Upon delivery to the Fulfilment Center, the Seller shall produce a packing list containing the relevant abovementioned information, which shall be confirmed by Planckly.
22.1.5. After the delivery, Planckly may independently conduct a Quality Check (QC) on the Products at the Fulfilment Center. Planckly shall only accept the delivery of any Product if it passes the QC, otherwise the Product shall be returned back to the Seller within thirty (30) days of delivery to Planckly.
22.1.6. The Products shall be stored at the Fulfilment Center until they are sold on the Platform or returned to the Seller or the Seller takes back the Products. The Products shall be stored at the Fulfilment Center at the Seller’s risk. Planckly may charge the seller a storage Fee and may adjust the amount of the Fee against any payments to be made to the Seller for the sale of any Product(s). The Storage Fee Policy will be imposed on the FBP seller as per the Storage Fee Policy.
22.1.7. The Seller warrants and confirms that it shall not create any mortgage, lien, hypothecation or any other security interest over its Products, which are stored at Planckly’ Fulfilment Center.
22.1.8. In case Planckly decides to stop featuring any Products on the Platform for any reason whatsoever, it shall return those Products to the Seller.
22.1.9. Planckly may move Products among different Fulfilment Centers at its discretion.
22.1.10. The Seller acknowledges and confirms that:
(i)Planckly shall have no duty as a bailee and the Seller waives all rights and remedies of bailor related to or arising out of any possession, storage or shipment of the Seller’s Products by Planckly or any of its contractors or agents.
(ii)Storing its Products at a Fulfilment Center may create a tax nexus for it in any country, state, province, or other localities in which the Products are sold, and the Seller will be solely responsible for any taxes owed as a result of such storage. In case any tax is assessed against Planckly as a result of acting as an agent for the Seller in connection with the storage of the Products or otherwise, the Seller will be solely responsible for taxes and will indemnify and hold Planckly harmless from such taxes.
22.2. Order Processing and Packaging:
22.2.1. Upon receipt of an order for the purchase of any Product(s) through the Platform, Planckly shall be responsible for dispatching and delivering the Product(s) to the Customer.
22.2.2. Planckly may, as mutually agreed between Planckly and the Seller, be responsible for packing the Product(s) sold on the Platform on behalf of the Seller, and may bill that cost as a service Fee to the Seller. The Seller acknowledges and confirms that Planckly may, at its option, use branding materials, such as stickers, which identify that the Product(s) was sold through the Platform.
22.2.3. Pick and Pack Fees:
18.104.22.168. Planckly shall have the discretion to apply the relevant ‘Pick and Pack Fees’ on every item picked (per the request of the Seller applicable), packaged and processed from its Fulfillment Centers. The rate card and modality of such fees shall be determined by Planckly, from time to time, as per its business policy and same shall be incorporated in the polices applicable to the FBP modality.
22.214.171.124 The applicable ‘Pick & Pack Fees’ shall come into force and be effective and binding upon on every Sellers, either old or new, operating under the modality of ‘FBP’.
126.96.36.199 The Seller acknowledges and confirms that Planckly preserves the right to and at its sole discretion, introduce any new FBP charges, amend the existing rate cards and restructure the application modality to ensure its operational efficiency.
22.3. Shipping and Order Fulfilment:
22.3.1. Seller shall remain sole and undisputed owner of the sold Product(s) until it is successfully delivered to the Customer, at which point title and ownership shall be transferred to the Customer. In case any Product is returned or rejected by a Customer, the title and ownership of the Product shall, immediately upon return or rejection, revert to the Seller who shall be the sole and undisputed owner of the Product. Title and ownership of the Products shall never pass to Planckly except as provided under clause 8.8.
22.3.2. The Seller acknowledges and agrees that:
22.3.3. Planckly shall be responsible for the dispatch and delivery of any sold Product(s) from the Fulfilment Center to the Customer in accordance with the rules of packaging and shipping as contained within this agreement and relevant Platform Policies.
188.8.131.52. Neither the 3PL nor Planckly shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.
184.108.40.206. The 3PL and Planckly shall have the right but not the obligation, to inspect any shipment without prior intimation to the Seller for checking the contents. The Seller is responsible for ensuring the correct Product(s) are sent to Customers
220.127.116.11. All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.
22.4. Cancellations, Rejections, Returns and Refunds
22.4.1. The Seller agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.
22.4.2. The Seller authorizes Planckly to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.
22.4.3. Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer ("Rejected Product"), Planckly may, at its discretion, charge the entire cost of shipping the Product to the Seller.
22.4.4. Given that the Product shipped to the Customer from the Fulfilment Center, the Rejected Product shall be reincorporated into the Seller's inventory of Products at the Fulfilment Center for a subsequent order.
22.4.5. Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Seller will accept returns of Products in the following cases:
Under the following conditions
• Defective/Damaged Product
• Incorrect Product
• Incomplete Product
• The Customer changes his/her mind or no longer needs the product (applicable for certain categories only)
• The product is unused, unworn, unwashed and without any flaws.
• The product includes the original tags, user manual, warranty cards, freebies and accessories.
• The product is returned in the original and undamaged manufacturer packaging / box.
22.5. In case of a return, Planckly may, at its discretion, bill the Seller for the cost of shipping the Product from the Customer to Planckly or to the Seller.
22.6. In case of returned products, Planckly protects the Seller by conducting a quality control check at Planckly’ Fulfilment Center to determine the validity of the Customer’s return claim. If the quality control identifies the customers return claim is invalid, for whatever reason, the Product is sent back to the Customer.
22.7. In case of any dispute with the Customer as to the condition of the Product when it was delivered, the Seller agrees that it shall be bound by Planckly’ inquiry into and decision as to the condition of the Product at the time of delivery.
22.8. Given that the Product was shipped to the Customer from the Fulfilment Center, the Returned Product shall be reincorporated into the Seller’s inventory of Products at the Fulfilment Center.
22.9. Given that the Product was shipped to the Customer from Planckly’ Fulfilment Center and the Customer requests a replacement, the Seller authorizes Planckly to send a replacement Product to the Customer.
22.10. Planckly may, at its discretion, bill the Seller for the cost of shipping the replacement Product to the Customer.
22.11. The Seller agrees to be bound by and act in accordance with the Return Policy. To the extent that there is any conflict between the Return Policy, the Return Policy shall prevail.
22.12 Product Scrapping
22.12.1 Planckly shall have the authority to scrap Products of the Sellers that is present in its Fulfillment Centers as per the applicable Product Scraping Policy. Products can be discarded either on their aging status or any other relevant criteria as deemed fit by Planckly and same shall be incorporated in the Policy from time to time. Policies will be effective when posted on the Seller Portal with or without prior notice to the Sellers. Sellers are advised to check the terms and conditions of these Policies regularly for updates. Sellers continued use of the FBP service following the posting of the Polices shall constitute Sellers’ acceptance of the policies.
22.12.2 Sellers will not be eligible to receive any reimbursement unless the discarded products are ‘defective’ in nature, caused by any of the following cases, to be decided at Planckly’ sole discretion:-
DEX/3PL Lost or Damage
Despite a product being ‘defective’, Sellers will not be entitled to any reimbursement provided the product is labeled as ‘manufacturer defect’.
22.12.3 Additionally, Planckly holds the complete right to scrap such products provided the outbound pickup time confirmed by the Seller, as per the applicable policy, has lapsed. In that case, Sellers will not be entitled to any reimbursement.
22.12.4 Planckly has the sole discretion to revise the applicable policy regarding ‘Pproduct Scraping’. The revisions, modifications and changes will be updated in Planckly website. and the Sellers will be communicated accordingly (as required).
22.13 FBP Marketplace Seller Compliance
22.13.1. Planckly shall preserve the authority to temporarily/permanently de-list any existing FBP marketplace seller account that is in non-compliance with the eligibility criteria. The explicit eligibility criteria for Marketplace FBP sellers are subject to change as deemed fit by Planckly, from time to time.